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Published: 2008-03-26

Retirement Savings Plan - Tyson Foods Inc.




                          RETIREMENT SAVINGS PLAN
                                    OF
                             TYSON FOODS, INC.



     THIS  INDENTURE is made as of the 13th day of December, 1999, by TYSON
FOODS, INC, a corporation duly organized and existing under the laws of the
State of Delaware.


                           W I T N E S S E T H:


     WHEREAS,  the  Primary  Sponsor established  by  indenture  originally
effective  as  of  October 1, 1987, the Retirement Savings  Plan  of  Tyson
Foods, Inc. (the "Plan"), which was last amended by indenture dated January
1, 1993; and


     WHEREAS, the Primary Sponsor now wishes to amend and restate the  Plan
primarily  to  comply with and make changes permitted by the provisions  of
the  Small Business Job Protection Act of 1996 and the Taxpayer Relief  Act
of 1997; and


     WHEREAS,  the Plan is intended to be a profit sharing plan within  the
meaning of Treasury Regulations Section 1.401-1(b)(1)(ii) and also contains
a  cash  or  deferred  arrangement as described in Section  401(k)  of  the
Internal Revenue Code of 1986; and


     WHEREAS,  the provisions of the Plan, as amended and restated  herein,
shall  apply to Plan Years beginning after January 1, 1997, except  to  the
extent  the provisions are required to apply at an earlier date or  to  any
other members to comply with applicable law;


    NOW,  THEREFORE, the Primary Sponsor does hereby amend and restate  the
Plan in its entirety, generally effective as of January 1, 1997, except  as
otherwise provided herein, to read as follows:


                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                    48                                     

                          RETIREMENT SAVINGS PLAN
                                    OF
                             TYSON FOODS, INC.
                                     
                                                                  Page
SECTION 1 DEFINITIONS                                              1
SECTION 2 ELIGIBILITY                                             10
SECTION 3 CONTRIBUTIONS                                           10
SECTION 4 ALLOCATIONS                                             12
SECTION 5 PLAN LOANS                                              13
SECTION 6 IN-SERVICE WITHDRAWALS                                  15
SECTION 7 PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT        17
SECTION 8 PAYMENT OF BENEFITS OF RETIREMENT                       18
SECTION 9 DEATH BENEFITS                                          19
SECTION 10 GENERAL RULES ON DISTRIBUTIONS                         19
SECTION 11 ADMINISTRATION OF THE PLAN                             21
SECTION 12 CLAIM REVIEW PROCEDURE                                 24
SECTION 13 INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS         25
SECTION 14 PROHIBITION AGAINST DIVERSION                          27
SECTION 15 LIMITATION OF RIGHTS                                   27
SECTION 16 AMENDMENT TO OR TERMINATION OF THE PLAN AND THE TRUST  27
SECTION 17 ADOPTION OF PLAN BY AFFILIATES                         29
SECTION 18 QUALIFICATION AND RETURN OF CONTRIBUTIONS              29
SECTION 19 SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934          30
SECTION 20 INCORPORATION OF SPECIAL LIMITATIONS                   30
APPENDIX A LIMITATION ON ALLOCATIONS                               1
APPENDIX B TOP-HEAVY PROVISIONS                                    1
APPENDIX C SPECIAL NONDISCRIMINATION RULES                         1
APPENDIX D FROZEN BENEFIT DISTRIBUTION RULES                       1





























                                    49


                                 SECTION 1
                                DEFINITIONS

     Wherever used herein, the masculine pronoun shall be deemed to include
the  feminine, and the singular to include the plural, unless  the  context
clearly indicates otherwise and the following words and phrases shall, when
used herein, have the meanings set forth below:

     1.1  "Account" means a Participant's aggregate balance in the following
accounts, as adjusted pursuant to the Plan as of any given date:

    (a)  "Salary Deferral Contribution Account" which shall reflect a
    Participant's interest in contributions made by a Plan Sponsor under Plan
    Section 3. 1.
          
    (b)  "Employer Contribution Account" which shall reflect a Participant's
    interest  in matching contributions made by a Plan Sponsor under  Plan
    Section 3.2.
          
    (c)  "Stock Match Account" which shall reflect a Participant's interest in
    contributions made by a Plan Sponsor under Plan Section 3.3.
          
    (d)  "After-Tax Contribution Account" which shall reflect a Participant's
    interest in after-tax contributions previously made by a Participant to the
    Fund or transferred to the Plan in a trust-to-trust transfer.
          
    (e)  "Rollover Account" which shall reflect a Participant's interest in
     Rollover Amounts.

The  Plan Administrator shall also maintain such additional subaccounts  as
it  determines  necessary or desirable to reflect trust-to-trust  transfers
(other  than Rollover Amounts), including, but not limited to, the  mergers
of  other  tax-qualified  retirement plans with  and  into  the  Plan.   In
addition, the Plan Administrator may allocate the interest of a Participant
in  any funds transferred to the Plan in any trust-to-trust transfer (other
than  Rollover  Amounts) among the above accounts as the Plan Administrator
determines best reflects the interest of the Participant.

     1.2  "Affiliate" means (a) any corporation which is a member of the same
controlled  group  of  corporations (within the  meaning  of  Code  Section
414(b))  as is a Plan Sponsor, (b) any other trade or business (whether  or
not  incorporated) under common control (within the meaning of Code Section
414(c))  with  a  Plan Sponsor, (c) any other corporation,  partnership  or
other organization which is a member of an affiliated service group (within
the  meaning of Code Section 414(m)) with a Plan Sponsor, and (d) any other
entity  required  to  be  aggregated  with  a  Plan  Sponsor  pursuant   to
regulations under Code Section 414(o).  Notwithstanding the foregoing,  for
purposes  of  applying  the limitations set forth in  Appendix  A  and  for
purposes  of  determining  Annual  Compensation  under  Appendix   A,   the
references  to Code Sections 414(b) and (c) above shall be as  modified  by
Code Section 415(h).






                                    50

   
  1.3  "Annual Compensation" means wages within the meaning of Code Section
3401(a)  (for  purposes of income tax withholding at the  source)  and  all
other  payments  of  compensation to an Employee  by  a  Plan  Sponsor  and
Affiliates (in the course of the entity's trade or business) during a  Plan
Year for which the Plan Sponsor or Affiliate, as applicable, is required to
furnish  the Employee a written statement as required to be reported  under
Code Sections 6041(d), 6051(a)(3) and 6052 (but without regard to any rules
that  limit  the  remuneration included in wages based  on  the  nature  or
location of the employment or the services performed, such as the exception
for agricultural labor in Code Section 3401(a)(2)). Annual Compensation  in
excess  of  the  Annual  Compensation Limit shall be  disregarded  for  all
purposes  under the Plan except for purposes of determining who are  Highly
Compensated  Employees.   Notwithstanding the  above,  Annual  Compensation
shall be determined as follows:

    (a)  (1)  for purposes of determining, with respect to each Plan Sponsor,
    the amount of contributions made by or on behalf of an Employee under Plan
    Section 3 and allocations under Plan Section 4, and
          
   (2)  for purposes of applying the provisions of Appendix C hereto for such
   Plan Years as the Secretary of the Treasury may allow, Annual Compensation
   shall only include amounts received for the portion of the Plan Year during
   which the Employee was a Participant;
          
   (b)  for all purposes under the Plan, Annual Compensation shall not include
   reimbursements  or other expense allowances, cash and  noncash  fringe
   benefits, moving expense allowances, deferred compensation, and welfare
   benefits;
          
   (c)  in determining the amount of contributions under Plan Section 3 and
   allocations under Plan Section 4 made by or on behalf of an  Employee,
   Annual  Compensation shall not include bonus compensation and  amounts
   realized  from  the exercise of non-qualified stock  options  or  when
   restricted stock (or property) held by an employee either becomes freely
   transferable or is no longer subject to a substantial risk of forfeiture;
          
   (d)  (1)  for all purposes under the Plan, except as provided in Subsection
   (d)(2) of this Section, Annual Compensation shall include any amount which
   would have been paid during a Plan Year, but was contributed by a Plan
   Sponsor on behalf of an Employee pursuant to a salary reduction agreement
   which is not includable in the gross income of the Employee under Section
   125, 402(g)(3) or 457 of the Code; and
          
               (2)   effective  until December 31, 1997,  for  purposes  of
          applying  the  annual  addition  limits  in  Appendix  A,  Annual
          Compensation   shall  not  include  the  amounts   described   in
          Subsection (d)(1); and
          
     (e)  Notwithstanding the provisions of Subsection (c), if for any Plan Year
     the compensation percentage for Highly Compensated Employees exceeds by
     more than a de minimis amount the compensation percentage for Participants
     who  are  not Highly Compensated Employees, then the items  of  Annual
     Compensation described in Subsection (c) above shall be included as part of
     Annual Compensation for purposes of determining Plan Sponsor contributions
     made to Stock Match Accounts.
     

                                    51


     1.4   "Annual Compensation Limit" means $150,000, which amount may  be
adjusted in subsequent Plan Years based on changes in the cost of living as
announced  by  the  Secretary of the Treasury.  If a  determination  period
consists  of fewer than twelve months, the Annual Compensation Limit  shall
be multiplied by a fraction, the numerator of which is the number of months
in the determination period and the denominator of which is twelve.

     1.5  "Beneficiary" means the person or trust that a Participant designated
most recently in writing to the Plan Administrator; provided, however, that
if  the  Participant has failed to make a designation, no person designated
is  alive,  no trust has been established, or no successor Beneficiary  has
been  designated  who  is  alive,  the term  "Beneficiary"  means  (a)  the
Participant's  spouse  or  (b)  if  no  spouse  is  alive,   the   deceased
Participant's estate.  Notwithstanding the preceding sentence,  the  spouse
of  a  married Participant shall be his Beneficiary unless that spouse  has
consented  in writing to the designation by the Participant of  some  other
person  or  trust and the spouse's consent acknowledges the effect  of  the
designation  and  is witnessed by a notary public or a Plan representative.
A  Participant  may  change  his  designation  at  any  time.   However,  a
Participant may not change his designation without further consent  of  his
spouse  under  the  terms  of the preceding sentence  unless  the  spouse's
consent  permits  designation of another person or  trust  without  further
spousal  consent and acknowledges that the spouse has the  right  to  limit
consent   to  a  specific  beneficiary  and  that  the  spouse  voluntarily
relinquishes  this right.  Notwithstanding the above, the spouse's  consent
shall not be required if the Participant establishes to the satisfaction of
the   Plan  Administrator  that  the  spouse  cannot  be  located,  if  the
Participant  has a court order indicating that he is legally  separated  or
has  been  abandoned (within the meaning of local law) unless a  "qualified
domestic  relations  order" (as defined in Code  Section  414(p))  provides
otherwise,  or  if  there are other circumstances as the Secretary  of  the
Treasury prescribes.  If the spouse is legally incompetent to give consent,
consent by the spouse's legal guardian shall be deemed to be consent by the
spouse.   If,  subsequent to the death of a Participant, the  Participant's
Beneficiary  dies while entitled to receive benefits under  the  Plan,  the
successor  Beneficiary, if any, or the Beneficiary listed under  Subsection
(a) or, if no spouse is alive, Subsection (b) shall be the Beneficiary.

     1.6   "Board of Directors" means the Board of Directors of the Primary
Sponsor.

     1.7  "Break in Service" means the failure of an Employee, in connection
with  a  Termination  of Employment, to complete a twelve-consecutive-month
period  beginning on a Severance Date or anniversary thereof  during  which
the  Employee  fails  to perform an Hour of Service.   Notwithstanding  the
foregoing,  the absence from employment at anytime during a  Plan  Year  by
reason of service in the armed forces of the United States shall not  cause
a Break in Service during a Plan Year if such Employee is reemployed by the
Plan  Sponsor within four months after his discharge or release  from  such
service in the armed forces.

     1.8  "Code" means the Internal Revenue Code of 1986, as amended.

     1.9  "Deferral Amount" means a contribution of a Plan Sponsor on behalf of
a Participant pursuant to Plan Section 3.1.


                                    52  


     1.10  "Direct  Rollover" means a payment by the Plan to  the  Eligible
Retirement Plan specified by the Distributee.

     1.11 "Disability" means a disability of a Participant which, in the opinion
of  the  Plan  Administrator,  causes  a  Participant  to  be  totally  and
permanently  disabled  due to sickness or injury so  as  to  be  completely
unable  to perform any and every duty pertaining to his occupation  from  a
cause other than as specified below:

          (a)   excessive  and  habitual use by the Participant  of  drugs,
     intoxicants or narcotics;
     
          (b)   injury  or  disease  sustained  by  the  Participant  while
     willfully   and  illegally  participating  in  fights,  riots,   civil
     insurrections or while committing a felony;
          
          (c)  injury or disease sustained by the Participant while serving
     in any armed forces;
          
          (d)  injury or disease sustained by the Participant diagnosed  or
     discovered subsequent to the date of his termination of employment;
          
          (e)  injury or disease sustained by the Participant while working
     for  anyone  other than the Plan Sponsor or any Affiliate and  arising
     out of such employment; and
          
          (f)   injury or disease sustained by the Participant as a  result
     of  an  act  of  war, whether or not such act arises from  a  formally
     declared state of war.

The determination of whether or not a Disability exists shall be determined
by  the  Plan Administrator and shall be substantiated by competent medical
evidence.

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

     1.13 "Elective Deferrals" means, with respect to any taxable year of the
Participant, the sum of

          (a)  any Deferral Amounts;
          
          (b)  any contributions made by or on behalf of a Participant under any
     other qualified cash or deferred arrangement as defined in Code Section
     401(k), whether or not maintained by a Plan Sponsor, to the extent such
     contributions are not or would not, but for Code Section 402(g)(1), be
     included in the Participant's gross income for the taxable year; and
          
          (c)  any other contributions made by or on behalf of a Participant
               pursuant to Code Section 402(g)(3).



                                    53


     1.14 "Eligibility Service" means the completion of a twelve-consecutive-
month period beginning on the date on which the Employee first performs  an
Hour  of  Service  upon his employment or reemployment or  any  anniversary
thereof  without  reaching  a  Severance Date;  provided,  however,  if  an
Employee  quits,  retires or is discharged and then  performs  an  Hour  of
Service  within  twelve months of his Severance Date, then such  period  of
severance shall be taken into account in calculating Eligibility Service.

     1.15 "Eligible Employee" means any Employee of a Plan Sponsor other than an
Employee who is (a) covered by a collective bargaining agreement between  a
union  and  a  Plan  Sponsor, provided that retirement  benefits  were  the
subject   of  good  faith  bargaining,  unless  the  collective  bargaining
agreement  provides for participation in the Plan, (b)  a  leased  employee
within  the meaning of Code Section 414(n)(2), (c) deemed to be an Employee
of a Plan Sponsor pursuant to regulations under Code Section 414(o), or (d)
a  non-resident alien.  In addition, no person who is initially  classified
by  a  Plan  Sponsor  as an independent contractor for federal  income  tax
purposes  shall  be  regarded  as an Eligible  Employee  for  that  period,
regardless of any subsequent determination that any such person should have
been  characterized as a common law employee of the Plan  Sponsor  for  the
period in question.
          
     1.16 "Eligible Retirement Plan" means an individual retirement account
described  in  Code  Section  408(a),  an  individual  retirement   annuity
described in Code Section 408(b), an annuity plan described in Code Section
403(a)  or a qualified trust described in Code Section 401(a) that  accepts
the Distributee's Eligible Rollover Distribution.  However, in the case  of
an  Eligible  Rollover Distribution to the surviving  spouse,  an  Eligible
Retirement   Plan  is  an  individual  retirement  account  or   individual
retirement annuity.

     1.17 "Eligible Rollover Distribution" means any distribution of all or any
portion  of  the  Distributee's Account, except that an  Eligible  Rollover
Distribution does not include: any distribution that is one of a series  of
substantially  equal periodic payments (not less frequently than  annually)
made  for  the  life (or life expectancy) of the Distributee or  the  joint
lives (or joint life expectancies) of the Distributee and the Distributee's
designated Beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Code Section
401(a)(9); the portion of any distribution that is not includable in  gross
income  (determined  without  regard to the exclusion  for  net  unrealized
appreciation  with  respect  to employer securities);  and,  effective  for
distributions  made  after December 31, 1999, any distribution  made  under
Section 6.1 of the Plan.

     1.18 "Employee" means any person who is (a) a common law employee of a Plan
Sponsor  or an Affiliate, (b) a leased employee within the meaning of  Code
Section  414(n)(2) with respect to a Plan Sponsor, or (c) deemed to  be  an
employee  of  a  Plan  Sponsor pursuant to regulations under  Code  Section
414(o).

     1.19 "Entry Date" means the first day of each payroll period.

     1.20 "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.


                                    54


     1.21  "Fiduciary" means each Named Fiduciary and any other person  who
exercises   or  has  any  discretionary  authority  or  control   regarding
management  or  administration of the Plan, any other  person  who  renders
investment advice for a fee or has any authority or responsibility to do so
with  respect to any assets of the Plan, or any other person who  exercises
or  has  any  authority or control respecting management or disposition  of
assets of the Plan.

     1.22 "Fund" means the amount at any given time of cash and other property
held by the Trustee pursuant to the Plan.

     1.23 "Highly Compensated Employee" means, with respect to a Plan Year, each
Employee who:
     
          (a)   was  at  any  time during the Plan Year or the  immediately
     preceding  Plan Year an owner of more than five percent  (5%)  of  the
     outstanding  stock of a Plan Sponsor or Affiliate or  more  than  five
     percent (5%) of the total combined voting power of all stock of a Plan
     Sponsor or Affiliate;
     
          (b)   received Annual Compensation in excess of $80,000 (for  the
     Plan  Year  beginning in 1997) during the immediately  preceding  Plan
     Year; or
     
          (c)   is a former Employee who met the requirements of Subsection
     (a)(1)  or  (a)(2)  at  the  time the former Employee  separated  from
     service with the Plan Sponsor or an Affiliate or at any time after the
     former Employee attained age 55.

     1.24 "Hour of Service" means:

          (a)  Each hour for which an Employee is paid, or entitled to payment,
     for the performance of duties for a Plan Sponsor or any Affiliate
     during the applicable computation period, and such hours shall be
     credited to the computation period in which the duties are performed;
          
          (b)  Each hour for which an Employee is paid, or entitled to payment,
     by a Plan Sponsor or any Affiliate on account of a period of time
     during which no  duties  are  performed  (irrespective of  whether
     the  employment relationship has terminated) due to vacation,
     holiday, illness, incapacity (including disability), layoff,
     jury duty, military duty or  leave  of absence;
          
          (c)  Each hour for which back pay, irrespective of mitigation of
     damages, is either awarded or agreed to by a Plan Sponsor or any
     Affiliate, and such hours shall be credited to the computation period
     or periods to which the award or agreement for back pay pertains
     rather than to the computation period in which the award, agreement
     or payment is made; provided, that the crediting of Hours of
     Service for back pay awarded or agreed to with respect to periods
     described in Subsection (b) of this Section shall be subject to the
     limitations set forth in Subsection (f);





                                    55
          
          (d)  Solely for purposes of determining whether a Break in Service has
     occurred, each hour during any period that the Employee is absent from work
     (1) by reason of the pregnancy of the Employee, (2) by reason of the birth
     of a child of the Employee, (3) by reason of the placement of a child with
     the Employee in connection with the adoption of the child by the Employee,
     or  (4) for purposes of caring for such child for a period immediately
     following its birth or placement.  The hours described in this Subsection
     (d)  shall be credited (A) only in the computation period in which the
     absence from work begins, if the Employee would be prevented from incurring
     a Break in Service in that year solely because of that credit, or (B), in
     any other case, in the next following computation period;
          
          (e)  Without duplication of the Hours of Service counted pursuant to
     Subsection (d) hereof and solely for such purposes as required pursuant to
     the Family and Medical Leave Act of 1993 and the regulations thereunder
     (the "Act"), each hour (as determined pursuant to the Act) for which an
     Employee is granted leave under the Act (1) for the birth of a child, (2)
     for placement with the Employee of a child for adoption or foster care, (3)
     to care for the Employee's spouse, child or parent with a serious health
     condition, or (4) for a serious health condition that makes the Employee
     unable to perform the functions of the Employee's job;
          
          (f)  The Plan Administrator shall credit Hours of Service in
     accordance with  the  provisions of Section 2530.200b-2(b) and (c) of
     the  U.S. Department of Labor Regulations or such other federal
     regulations as may from time to time be applicable and determine Hours
     of Service from the employment records of a Plan Sponsor or in any other
     manner consistent with regulations promulgated by the Secretary of
     Labor, and shall construe any ambiguities  in  favor of crediting
     Employees with Hours  of  Service. Notwithstanding any other provision
     of this Section, in no event shall an Employee be credited with more
     than 501 Hours of Service during any single continuous period during
     which he performs no duties for the Plan Sponsor or Affiliate; and
          
          (g)   In  the event that a Plan Sponsor or an Affiliate  acquires
     substantially all of the assets of another corporation or entity or  a
     controlling interest of the stock of another corporation or merges with
     another corporation or entity and is the surviving entity, then service of
     an Employee who was employed by the prior corporation or entity and who is
     employed by the Plan Sponsor or an Affiliate at the time of the acquisition
     or merger shall be counted in the manner provided, with the consent of the
     Primary  Sponsor,  in resolutions adopted by the  Plan  Sponsor  which
     authorizes the counting of such service.

     1.25 "Individual Fund" means individual subfunds of the Fund as may be
established by the Plan Administrator from time to time for the  investment
of the Fund.

     1.26 "Investment Committee" means a committee, which may be established to
direct the Trustee with respect to investments of the Fund.

     1.27 "Investment Manager" means a Fiduciary, other than the Trustee, the
Plan  Administrator, or a Plan Sponsor, who may be appointed by the Primary
Sponsor:

          (a)  who has the power to manage, acquire, or dispose of any assets
     of the Fund or a portion thereof; and

                                    56 

          (b)  who
               
   (1)  is registered as an investment adviser under the Investment Advisers
        Act of 1940;
               
   (2)  is a bank as defined in that Act; or
               
   (3)  is an insurance company qualified to perform services described in
        Subsection (a) above under the laws of more than one state; and

     (c)  who has acknowledged in writing that he is a Fiduciary with respect to
     the Plan.

     1.28 "Named Fiduciary" means only the following:

          (a)  the Plan Administrator;
          
          (b)  the Trustee;
          
          (c)  the Investment Committee; and
          
          (d)  the Investment Manager.

     1.29 "Normal Retirement Age" means age 65.
     
     1.30 "Participant" means any Employee or former Employee who has become a
participant  in  the  Plan for so long as his Account has  not  been  fully
distributed pursuant to the Plan.

     1.31 "Plan Administrator" means the organization or person designated to
administer  the  Plan  by the Primary Sponsor and,  in  lieu  of  any  such
designation, means the Primary Sponsor.

     1.32  "Plan  Sponsor" means individually the Primary Sponsor  and  any
Affiliate  or other entity which has adopted the Plan and Trust;  provided,
however, if the Plan is adopted on behalf of Employees of one or more,  but
less  than  all, divisions or facilities of any Affiliate,  then  the  term
"Plan  Sponsor",  as applied to that Affiliate, shall  only  apply  to  the
divisions  or  facilities on behalf of whose Employees the  Plan  has  been
adopted.

     1.33 "Plan Year" means the calendar year.

     1.34 "Primary Sponsor" means Tyson Foods, Inc. and each successor thereto.

     1.35  "Retirement  Date"  means  the date  on  which  the  Participant
(a)  experiences  a termination of employment on or after attaining  Normal
Retirement Age, or (b) becomes subject to a Disability.

     1.36  "Rollover Amount" means any amount transferred to the Fund by  a
Participant,  which  amount qualifies as an eligible rollover  distribution
under Code Section 402(c)(4), or for rollover treatment under Code Sections
403(a)(4) or 408(d)(3)(A)(ii), and any regulations issued thereunder.





                                    57 


     1.37  "Severance Date" means the earlier of (a) the date on  which  an
Employee  quits,  is  discharged,  retires  or  dies,  and  (b)  the  first
anniversary  of  the  first date of a period in which an  Employee  remains
absent  from  work  (with  or without pay) with the  Plan  Sponsor  or  any
Affiliate  for  any reason.  Notwithstanding the foregoing,  the  Severance
Date of an Employee who is absent from work beyond the first anniversary of
the  first  date of absence (1) by reason of the pregnancy of the Employee,
(2) by reason of the birth of a child of the Employee, (3) by reason of the
placement  of a child with the Employee, or (4) for purposes of caring  for
the  child for a period immediately following its birth or placement, means
the  second anniversary of the first date of absence from work.   The  Plan
Administrator  may require an Employee to provide to it timely  information
to  establish the reason for any such absence hereunder and the  number  of
days for which there was such an absence.

     1.38 "Termination of Employment" means the termination of employment of an
Employee  from all Plan Sponsors and Affiliates for any reason  other  than
death  or  attainment  of  a  Retirement Date.   Any  absence  from  active
employment  of  the Plan Sponsor and Affiliates by reason  of  an  approved
leave of absence shall not be deemed for any purpose under the Plan to be a
Termination of Employment.  Transfer from an Employee from one Plan Sponsor
to  another  Plan Sponsor or to an Affiliate shall not be  deemed  for  any
purpose  under  the Plan to be a Termination of Employment.   In  addition,
transfer  of an Employee to another employer in connection with a corporate
transaction involving a sale of assets, merger or sale of stock, shall  not
be  deemed to be a Termination of Employment, for purposes of the timing of
distributions  under  Plan  Section 7.1, if  the  employer  to  which  such
Employee  is transferred agrees with the Plan Sponsor to accept a  transfer
of  assets  from  the  Plan to its tax-qualified plan in  a  trust-to-trust
transfer  meeting the requirements of Code Section 414(l).  If the employer
to  which  such Employee is transferred does not agree to accept a transfer
of  assets  from  the Plan to its tax-qualified Plan, Plan Section  7.5  is
applicable  in  the  event that such Termination of  Employment  is  not  a
distributable event under Code Section 401(k)(10)(A).

     1.39 "Trust" means the trust established under an agreement between the
Primary  Sponsor  and  the  Trustee to  hold  the  Fund  or  any  successor
agreement.

     1.40 "Trustee" means the trustee under the Trust.

     1.41 "Valuation Date" means each regular business day.

                                 SECTION 2
                                ELIGIBILITY

     2.1  Each Eligible Employee shall become a Participant as of the Entry Date
coinciding  with  or next following the date he completes  his  Eligibility
Service.

     2.2  Except as provided in Section 2.4, each former Participant who is
reemployed by a Plan Sponsor shall become a Participant as of the  date  of
his reemployment as an Eligible Employee.




                                     58


     2.3  Except as provided in Section 2.4, each former Employee who completes
his  Eligibility  Service but terminates employment  with  a  Plan  Sponsor
before  becoming a Participant shall become a Participant as of the  latest
of the date he (a) is reemployed, (b) would have become a Participant if he
had  not  incurred a termination of employment, or (c) becomes an  Eligible
Employee.

     2.4  If a former Employee incurs a Break in Service, he shall become a
Participant as of the Entry Date coinciding with or next following the date
he  completes  a period of Eligibility Service following the  date  of  his
reemployment,  regardless of whether the former Employee previously  was  a
Participant.

     2.5  Effective January 1, 2000, solely for the purpose of contributing
Deferral  Amounts  to  the  Plan, an Eligible  Employee  who  has  not  yet
completed his Eligibility Service may become a Participant as of the  first
day  of  the month following the completion of two full calendar months  of
service.

     2.6  Solely for the purpose of contributing a Rollover Amount to the Plan,
an  Eligible Employee who has not yet become a Participant pursuant to  any
other provision of this Section 2 shall become a Participant as of the date
on  which the Rollover Amount is contributed to the Plan only with  respect
to that Rollover Amount.

                                 SECTION 3
                               CONTRIBUTIONS
     
     3.1  (a)  Deferral Amounts.  The Plan Sponsor shall make a contribution to
     the Fund on behalf of each Participant who is an Eligible Employee and has
     elected to defer a portion of Annual Compensation otherwise payable to him
     for the Plan Year and to have such portion contributed to the Fund.  The
     election must be made before the Annual Compensation is payable and may
     only be made pursuant to an agreement between the Participant and the Plan
     Sponsor  which  shall be in such form and subject to  such  rules  and
     limitations as the Plan Administrator may prescribe and shall specify the
     percentage of Annual Compensation that the Participant desires to defer and
     to have contributed to the Fund. Once a Participant has made an election
     for a Plan Year, the Participant may revoke or modify his election  to
     increase  or reduce the rate of future deferrals, as provided  in  the
     administrative  procedures provided by the  Plan  Administrator.   The
     contribution made by a Plan Sponsor on behalf of a Participant under this
     Section 3.1 shall be in an amount equal to the amount specified in the
     Participant's deferral agreement, but not less than  two percent (2%) and
     not  greater  than  fifteen percent (15%) of the Participant's  Annual
     Compensation.  Pursuant to Section 4 of Appendix C, the Plan Administrator
     may restrict the amount which Highly Compensated Employees, or any subgroup
     thereof, may defer under this Section 3.1.

          (b)  Limits of Deferral Amounts.  Elective Deferrals shall in no event
     exceed $10,000 (for 1999) in any one taxable year of the Participant, which
     amount shall be adjusted for changes in the cost of living as provided by
     the  Secretary of the Treasury.  In the event the amount  of  Elective
     Deferrals exceeds $10,000 (for 1999) as adjusted, in any one taxable year
     then, (1) not later than the immediately following March 1, the Participant
     may designate to the Plan the portion of the Participant's Deferral Amount

                                    59


     which consists of excess Elective Deferrals, and (2) not later than the
     immediately  following  April 15, the Plan may distribute  the  amount
     designated to it under Paragraph (1) above, as adjusted to reflect income,
     gain, or loss attributable to it through the end of the Plan Year, and
     reduced by any "Excess Deferral Amounts," as defined in Appendix C hereto,
     previously distributed or recharacterized with respect to the Participant
     for the Plan Year beginning with or within that taxable year.  The payment
     of the excess Elective Deferrals, as adjusted and reduced, from the Plan
     shall be made to the Participant without regard to any other provision in
     the Plan.  In the event that a Participant's Elective Deferrals exceed
     $10,000, as adjusted, in any one taxable year under the Plan and other
     plans of the Plan Sponsor and its Affiliates, the Participant shall be
     deemed to have designated for distribution under the Plan the amount of
     excess Elective Deferrals, as adjusted and reduced, by taking into account
     only Elective Deferral amounts under the Plan and other plans of the Plan
     Sponsor and its Affiliates.

     3.2  Matching Contributions.  The Plan Sponsor shall make contributions to
the  Fund with respect to each Plan Year on behalf of each Participant  who
is an Eligible Employee and who has completed his Eligibility Service in an
amount  equal to (a) one hundred percent (100%) of the Participant's Annual
Compensation deferred by the Participant pursuant to Section  3.1,  to  the
extent  the  contribution under Section 3.1 does not exceed  three  percent
(3%)  of  his  Annual  Compensation, and (b) fifty  percent  (50%)  of  the
Participant's Annual Compensation deferred by the Participant  pursuant  to
Section 3.1, to the extent the contribution under Section 3.1 exceeds three
percent  (3%)  of his Annual Compensation but does not exceed five  percent
(5%) of his Annual Compensation.

     3.3   Stock  Match Contributions.  The Plan Sponsor proposes  to  make
contributions to the Fund on behalf of those Participants who are  entitled
to  matching contributions pursuant to the terms of Section 4.1(d)  of  the
"Tyson  Foods,  Inc.  Employee  Stock  Purchase  Plan"  (or  any  successor
provisions) (the "Stock Match Provisions") in the amounts and at such times
as required thereby.  Effective April 1, 1998, any contributions mistakenly
made  pursuant  to  this Section 3.3 on behalf of a Participant  who  is  a
Highly  Compensated  Employee  shall  be  returned  to  the  Plan  Sponsor;
provided, such amount is returned no later than one year after the date  of
its contribution.

     3.4  Rollover Contributions.  Any Eligible Employee may, with the consent
of  the Plan Administrator and subject to such rules and conditions as  the
Plan  Administrator may prescribe, transfer a Rollover Amount to the  Fund;
provided,  however, that the Plan Administrator shall not  administer  this
provision  in  a  manner  which  is  discriminatory  in  favor  of   Highly
Compensated Employees.

     3.5  Forfeitures.  Forfeitures contemplated by Section 13.5 shall be used
to reduce Plan expenses and not to increase benefits.

     3.6  Form of Contributions.  Contributions may be made only in cash or
other  property which is acceptable to the Trustee.  In no event  will  the
sum  of contributions under Sections 3.1, 3.2 and 3.3 exceed the deductible
limits under Code Section 404.



                                    60


     3.7  Contributions Related to Military Service.  Effective December 12,
1994,   notwithstanding  any  provision  of  the  Plan  to  the   contrary,
contributions,  benefits  and  service credit  with  respect  to  qualified
military service will be provided in accordance with Section 414(u) of  the
Code.

     3.8  Corrective Contributions.  Notwithstanding any provision of the Plan
to  the  contrary,  the Plan Sponsor may make corrective  distributions  or
allocations  as  required to comply with any program provided  pursuant  to
Revenue Procedure 98-22 or any successor guidance.

                                 SECTION 4
                                ALLOCATIONS

     4.1   (a)   As  soon as reasonably practicable following the  date  of
     withholding by the Plan Sponsor, if applicable, and receipt by the Trustee,
     Plan  Sponsor  contributions made on behalf of each Participant  under
     Sections 3.1 and 3.2, and Rollover Amounts contributed by the Participant,
     shall be allocated to the Salary Deferral Contribution Account, Employer
     Contribution Account and Rollover Account, respectively, of the Participant
     on behalf of whom the contributions were made.

          (b)   As  soon as reasonably practicable after the date indicated
     by  the Stock Match Provisions, Plan Sponsor contributions made  under
     Section  3.3  shall be allocated to the Stock Match  Account  of  each
     eligible Participant.

     4.2  As of each Valuation Date, the Trustee shall allocate the net income
or  net loss of each Individual Fund to each Account in the proportion that
the value of the Account as of the Valuation Date bears to the value of all
Accounts invested in that Individual Fund as of the Valuation Date.

                                 SECTION 5
                                PLAN LOANS

     5.1  Subject to the provisions of the Plan and the Trust, each Participant
who  is an Employee shall have the right, subject to prior approval by  the
Plan  Administrator, to borrow from the Fund.  In addition, each "party  in
interest," as defined in ERISA Section 3(14), who is (a) a Participant  but
no  longer  an Employee, (b) the Beneficiary of a deceased Participant,  or
(c)  an  alternate payee of a Participant pursuant to the provisions  of  a
"qualified  domestic relations order," as defined in Code  Section  414(p),
shall  also  have  the  right,  subject  to  prior  approval  by  the  Plan
Administrator, to borrow from the Fund; provided, however,  that  loans  to
such   parties  in  interest  may  not  discriminate  in  favor  of  Highly
Compensated Employees.

     5.2  In order to apply for a loan, a borrower must complete and submit to
the  Plan  Administrator  documents or information  required  by  the  Plan
Administrator for this purpose.

     5.3  Loans shall be available to all eligible borrowers on a reasonably
equivalent   basis   which   may   take   into   account   the   borrower's
creditworthiness,  ability  to  repay  and  ability  to  provide   adequate
security.   Loans  shall  not  be  made  available  to  Highly  Compensated
Employees, officers or shareholders of a Plan Sponsor in an amount  greater

                                    61  


than the amount made available to other borrowers.  This provision shall be
deemed  to be satisfied if all borrowers have the right to borrow the  same
percentage   of  their  interest  in  the  Participant's  vested   Account,
notwithstanding that the dollar amount of such loans may differ as a result
of differing values of Participants' vested Accounts.

     5.4  Each loan shall bear a "reasonable rate of interest" and provide that
the  loan  be  amortized  in substantially level  payments,  made  no  less
frequently  than quarterly, over a specified period of time.  A "reasonable
rate  of interest" shall be that rate that provides the Plan with a  return
commensurate with the interest rates charged by persons in the business  of
lending money for loans which would be made under similar circumstances.

     5.5   Each loan shall be adequately secured, with the security for the
outstanding balance of all loans to the borrower to consist of one-half (1/2)
of  the  borrower's interest in the Participant's vested Account,  or  such
other  security as the Plan Administrator deems acceptable.  No portion  of
the  Participant's Salary Deferral Contribution Account shall  be  used  as
security  for  any loan hereunder unless and until such time  as  the  loan
amount  exceeds  the value of the borrower's interest in the  Participant's
vested amounts in all other Accounts.

     5.6  Each loan, when added to the outstanding balance of all other loans to
the  borrower  from  all  retirement plans of  the  Plan  Sponsor  and  its
Affiliates  which are qualified under Section 401 of the  Code,  shall  not
exceed the lesser of:

          (a)  $50,000, reduced by the excess, if any, of

     (1)  the highest outstanding balance of loans made to the borrower from all
     retirement plans qualified under Code Section 401 of the Plan Sponsor and
     its Affiliates during the one (1) year period immediately preceding the day
     prior to the date on which such loan was made, over

     (2)  the outstanding balance of loans made to the borrower from all
     retirement plans qualified under Code Section 401 of the Plan Sponsor and
     its Affiliates on the date on which such loan was made, or

      (b)  one-half (1/2) of the value of the borrower's interest in the vested
           Account attributable to the Participant's Account.

For  purposes of this Section, the value of the vested Account attributable
to  a Participant's Account shall be established as of the latest preceding
Valuation Date, or any later date on which an available valuation was made,
and  shall be adjusted for any distributions or contributions made  through
the date of the origination of the loan.

     5.7  Each loan, by its terms, shall be repaid within five (5) years.

     5.8  Each loan shall be made in an amount of no less than $1,000.

     5.9  A borrower is permitted to have only two loans existing under this
Plan at any one time.




                                    62


     5.10 The entire unpaid principal sum and accrued interest shall, at the
option  of the Plan Administrator, become due and payable if (a) a borrower
fails  to make any loan payment when due (including the expiration  of  any
applicable  grace  period),  (b)  a borrower  ceases  to  be  a  "party  in
interest",  as defined in ERISA Section 3(14), (c) the vested Account  held
as  security  under  the Plan for the borrower will,  as  a  result  of  an
impending distribution or withdrawal, be reduced to an amount less than the
amount of all unpaid principal and accrued interest then outstanding  under
the  loan, or (d) a borrower makes any untrue representations or warranties
in  connection  with the obtaining of the loan.  In that  event,  the  Plan
Administrator  may take such steps as it deems necessary  to  preserve  the
assets  of  the  Plan, including, but not limited to,  the  following:  (1)
direct  the  Trustee to deduct the unpaid principal sum, accrued  interest,
and any other applicable charge under the note evidencing the loan from any
benefits  that  may  become payable out of the Plan to  the  borrower,  (2)
direct  the  Plan Sponsor to deduct and transfer to the Trustee the  unpaid
principal balance, accrued interest, and any other applicable charge  under
the  note evidencing the loan from any amounts owed by the Plan Sponsor  to
the  borrower,  or (3) liquidate the security given by the borrower,  other
than  amounts  attributable to a Participant's Salary Deferral Contribution
Account, and deduct from the proceeds the unpaid principal balance, accrued
interest,  and  any other applicable charge under the note  evidencing  the
loan.   If any part of the indebtedness under the note evidencing the  loan
is  collected by law or through an attorney, the borrower shall  be  liable
for  attorneys' fees in an amount equal to ten percent of the  amount  then
due and all costs of collection.  Notwithstanding the foregoing, a loan may
be satisfied upon a Participant's termination of employment by distributing
the  note evidencing the debt as part of an Eligible Rollover Distribution;
provided,  however,  that the trustee, custodian or administrator  for  the
Eligible Retirement Plan indicates its willingness to accept such property.

     5.11  Each loan shall be made only in accordance with regulations  and
rulings  of the Internal Revenue Service and the Department of Labor.   The
Plan  Administrator shall be authorized to administer the loan  program  of
this Section and shall act in his sole discretion to ascertain whether  the
requirements  of  such regulations and rulings and this Section  have  been
met.   Any  loan shall be funded from a Participant's Account  pursuant  to
uniform procedures prescribed by the Plan Administrator.

     5.12 Effective September 1, 1999, Spousal consent for a loan shall  be
obtained if, at the time any portion of the Participant's Account is to  be
used  as security for any such loan, the Participant has elected an annuity
form  of  payment under Appendix D.  Notwithstanding the foregoing, spousal
consent  need not be obtained if, at the time the Participant's Account  is
used  as security for any such loan, the Participant's Account has a  value
of $5,000 or less.

                                 SECTION 6
                          IN-SERVICE WITHDRAWALS

     6.1  Hardship Distributions.
          
          (a)    The  Trustee  shall,  upon  the  direction  of  the   Plan
     Administrator,  withdraw all or a portion of  a  Participant's  Salary
     Deferral Contribution Account consisting of Deferral Amounts (but  not
     earnings thereon credited after December 31, 1988) plus, to the extent

                                   63

     applicable,  that  portion  of the Employer Contribution  Account  (as
     described  in Appendix D) attributable to Thrift Plan (as  defined  in
     Appendix  D)  participation and that portion of the  Rollover  Account
     attributable  to  Thrift Plan participation prior  to  the  time  such
     account(s)  are otherwise distributable in accordance with  the  other
     provisions  of  the Plan; provided, however, that any such  withdrawal
     shall  be made only if the Participant is an Employee and demonstrates
     that  he  is  suffering  from "hardship" as  determined  herein.   For
     purposes of this Section, a withdrawal will be deemed to be an account
     of hardship if the withdrawal is on account of:

               (1)   expenses for medical care described in Section  213(d)
          of  the  Code  incurred by the Participant, his  spouse,  or  any
          dependents of the Participant (as defined in Section 152  of  the
          Code)  or  necessary  for these persons to  obtain  medical  care
          described in Code Section 213(d);
               
               (2)   purchase (excluding mortgage payments) of a  principal
          residence for the Participant;
               
               (3)  payment of tuition and related educational fees for the
          next  twelve  (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 foreclosure on the mortgage  of
          the Participant's principal residence; or
          
               (5)   any  other  contingency  determined  by  the  Internal
          Revenue  Service to constitute an "immediate and heavy  financial
          need" within the meaning of Treasury Regulations Section 1.401(k)-
          l(d).
          (b)   In  addition  to the requirements set forth  in  Subsection
     6.1(a) above, any withdrawal pursuant to Section 6.1 shall not  be  in
     excess  of  the amount necessary to satisfy the need determined  under
     Section  6.1  and  shall also be subject to the requirements  of  this
     Subsection (b).
     
               (1)   The  Participant shall first obtain  all  withdrawals,
          other   than  hardship  withdrawals,  and  all  nontaxable  loans
          currently  available  under  all plans  maintained  by  the  Plan
          Sponsor;

               (2)  the Plan Sponsor shall not permit Elective Deferrals or
          after-tax  employee contributions to be made to the Plan  or  any
          other plan maintained by the Plan Sponsor, for a period of twelve
          (12)   months  after  the  Participant  receives  the  withdrawal
          pursuant to this Section; and

               (3)  the Plan Sponsor shall not permit Elective Deferrals to
          be  made  to  the Plan or any other plan maintained by  the  Plan
          Sponsor  for the Participant's taxable year immediately following
          the  taxable  year of the hardship withdrawal in  excess  of  the
          limit under Section 3.1 (b) for the taxable year, less the amount
          of  the  Elective Deferrals made to the Plan or  any  other  plan
          maintained by the Plan Sponsor for the taxable year in which  the
          withdrawal under this Section occurs.

                                   64     


     Any  determination of the existence of hardship and the amount  to  be
     withdrawn  on  account thereof shall be made by the Plan Administrator
     (or  such  other person as may be required to make such decisions)  in
     accordance  with  the  foregoing rules as applied  in  a  uniform  and
     nondiscriminatory  manner;  provided  that,  unless  the   Participant
     requests  otherwise,  any  such withdrawal shall  include  the  amount
     necessary  to  pay  any  federal, state and  local  income  taxes  and
     penalties reasonably anticipated to result from the withdrawal.
     
          (c)   Any  hardship withdrawal amounts originally credited  to  a
     Participant under the Culinary Plan (as defined in Appendix D) or  the
     Prior Retirement Account (as described in Appendix D) under the Hudson
     Plan  (as  defined in Appendix D) will be distributed  only  with  the
     consent of the Participant's spouse.

     6.2  Age 59 1/2.   Effective April 1, 1998, a Member who has attained  at
least age 59 1/2 may elect to receive a distribution of all or any portion  of
his Account; provided, however, any such amounts to be withdrawn originally
credited  to a Participant under the Culinary Plan or the Prior  Retirement
Account under the Hudson Plan will be distributed only with the consent  of
the Participant's spouse.

     6.3   After-Tax  and Rollover Amounts.   Effective April  1,  1998,  a
Member  may  elect to receive a distribution of all or any portion  of  his
After-Tax Contribution Account or Rollover Account; provided, however,  any
such amounts to be withdrawn originally credited to a Participant under the
Culinary Plan or the Prior Retirement Account under the Hudson Plan will be
distributed only with the consent of the Participant's spouse.

     6.4   Disability.   A Member who becomes subject to a  Disability  may
elect  to  receive  a distribution of all or any portion  of  his  Account;
provided, however, any such amounts to be withdrawn originally credited  to
a Participant under the Culinary Plan or the Prior Retirement Account under
the  Hudson  Plan  will  be  distributed  only  with  the  consent  of  the
Participant's spouse.
     
     6.5  Corporate Transactions.  Elective Deferrals may be withdrawn by a
Participant  in  any one of the following events:  (a) the  sale  or  other
disposition by a corporation of at least eighty-five percent (85%)  of  all
of the assets of the trade or business of the Plan Sponsor; (b) the sale or
other  disposition by a corporation of its interests in a subsidiary to  an
unrelated  entity but only with respect to a Participant who  continues  in
the  employ  of the subsidiary; or (c) the termination of the Plan  without
the  establishment or maintenance of a successor defined contribution  plan
within  one year of the Plan termination date; all as contemplated by  Code
Section 401(k)(10).

     6.6  General In-Service Distribution Rules.  Any withdrawal under this
Section shall be made in a lump sum  and all such withdrawals shall be made
only   in   accordance   with  such  other  rules,  policies,   procedures,
restrictions and conditions as the Plan Administrator may from time to time
adopt.





                                    65

                                 SECTION 7
             PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT

     7.1  (a)  In the event of Termination of Employment, a Participant whose
vested  Account exceeds $5,000, effective April 1, 1998, may  request  that
payment  of his vested Account be made.  Payment of a Participant's Account
shall be in the form elected by such Participant under Section 7.1(b).  All
payments  will  be made (or commence) as soon as administratively  feasible
following  a  Participant's request.  No distribution of the  Participant's
Account will be made without his request prior to the first to occur of the
following:  (1) April 1 of the calendar year following the calendar year in
which  the  Participant  attains age 70 1/2, or  (2)  becoming  subject  to  a
Disability.

          (b)  Payment of a Participant's Account may be made in the form of:

    (1)  a lump sum payment in cash of the entire Account, except in kind to
    the extent of amounts allocated to the Stock Match Account;
               
    (2)  payment in annual installments over a period to be determined by the
     Participant or his Beneficiary but not to exceed the life expectancy of the
     Participant or the joint lives of the Participant and his Beneficiary; or
               
               (3)  any combination of the foregoing.
          
          In   addition,  to  the  extent  applicable,  a  Participant   or
          Beneficiary may elect such additional forms of distribution  with
          respect to certain portions of the Participant's Account  in  the
          manner, and to the extent, provided in Appendix D.
          
 (c)  In the event of Termination of Employment, a Participant whose vested
  Account is $5,000, effective April 1, 1998, or less shall be paid in a lump
  sum  payment  in cash as soon as administratively feasible  after  the
  Participant's Termination of Employment.

 (d)  If a Participant who has a Termination of Employment has not
 previously received a distribution of his Account under Subsection (a) or
 (b), payment of his Account will be made (or commence) in any event as of
 April 1 of the calendar year following the calendar year in which  the
 Participant attains age 70 1/2 or the date the Participant becomes subject to
 a Disability, whichever is the first to occur.

     7.2  A Participant shall be fully vested in all portions of his Account at
all times.

     7.3   If  a Plan amendment directly or indirectly changes the  vesting
schedule,  the  vesting  percentage for each  Participant  in  his  Account
accumulated to the date when the amendment is adopted shall not be  reduced
as  a  result of the amendment.  In addition, any Participant with at least
three  (3)  years of vesting service may irrevocably elect to remain  under
the  pre-amendment  vesting schedule with respect to all  of  his  benefits
accrued both before and after the amendment.

     7.4  If a Participant has a Termination of Employment and is subsequently
reemployed  by  a  Plan  Sponsor  or an  Affiliate  prior  to  receiving  a
distribution of his Account under the Plan, such Participant shall  not  be
entitled to a distribution under this Section while he is an Employee.

                                   66


     7.5   If a Participant has a Termination of Employment which is not  a
distributable event as provided under Code Section 401(k)(10)(A), the  Plan
Sponsor  is  not required to distribute such Participant's Account  to  the
Participant prior to the time for distribution as otherwise provided  under
the Plan.

                                 SECTION 8
                     PAYMENT OF BENEFITS ON RETIREMENT

     8.1   A  retired  Participant whose Account exceeds $5,000,  effective
April  1, 1998, shall be paid (or payment shall commence), with the consent
of  the  Participant,  as soon as administratively feasible  following  the
Participant's  Retirement Date.  If a Participant who has retired  has  not
previously  received  a  distribution of his Account  under  this  Section,
payment of his Account will be made (or commence) in any event as of  April
1 of the calendar year following the calendar year in which the Participant
attains  age  70 1/2  or  the  date  the  Participant  becomes  subject  to a
Disability, whichever is the first to occur

     8.2  Payment of a Participant's Account pursuant to this Section 8 may
be  made in one of the forms as described in Section 7.1(b) elected by such
Participant.

     8.3  A retired Participant whose Account is $5,000, effective April 1,
1998,   or  less  shall  be  paid  in  a  lump  sum  payment  as  soon   as
administratively  feasible  following the date the  Participant  attains  a
Retirement Date.

                                 SECTION 9
                              DEATH BENEFITS

     If  a  Participant dies before receiving a distribution of his  vested
Account, his Beneficiary shall receive the Participant's vested Account  in
any   one   of   the  forms  described  in  Section  7.1(b)  as   soon   as
administratively feasible following the death of the Participant or, if the
Beneficiary  so elects, at any later date permitted under Section  10.3(b).
If  a  Participant  dies after beginning to receive a distribution  of  his
vested Account, his Beneficiary shall continue to receive the undistributed
portion  of  his  vested Account in the form selected  by  the  Participant
before his death, except as may be provided in Appendix D.


                                SECTION 10
                      GENERAL RULES ON DISTRIBUTIONS

     10.1 Except for installment distributions, Accounts shall not be adjusted
for  earnings or losses incurred after the Valuation Date with  respect  to
which  the  Account  is  valued for imminent  payout  purposes.   Prior  to
distribution  of  an Account, the Account shall be reduced  by  the  amount
necessary  to satisfy the unpaid principal, accrued interest and  penalties
on any loan made to the Participant.

     10.2 Notwithstanding any provisions of the Plan to the contrary that would
otherwise  limit  a  Distributee's  election  under  this  Section  10,   a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator,  to  have  any portion of a distribution  pursuant  to  this

                                    67


Section  which  is an Eligible Rollover Distribution paid  directly  to  an
Eligible  Retirement Plan specified by the Distributee in a Direct Rollover
so  long  as  all  Eligible Rollover Distributions to a Distributee  for  a
calendar year total or are expected to total at least $200 and, in the case
of  a  Distributee who elects to directly receive a portion of an  Eligible
Rollover  Distribution and directly roll the balance over  to  an  Eligible
Retirement Plan, the portion that is to be directly rolled over  totals  at
least  $500.   If the Eligible Rollover Distribution is one to  which  Code
Sections   401(a)(11)  and  417  do  not  apply,  such  Eligible   Rollover
Distribution  may  commence less than thirty (30)  days  after  the  notice
required  under  Treasury  Regulations  section  1.411(a)-11(c)  is  given,
provided that:

     (a)  the Plan Administrator clearly informs the Distributee that the
     Distributee has a right to a period of at least thirty (30) days after
     receiving the notice to consider the decision of whether or not to elect a
     distribution (and, if applicable, a particular distribution option), and
          
     (b)  the Distributee, after receiving the notice, affirmatively elects a
     distribution.

     10.3 Notwithstanding any other provisions of the Plan,

     (a)  Prior to the death of a Participant, all retirement payments hereunder
     shall

     (1)  be distributed to the Participant not later than the required
          beginning date (as defined below) or,
               
     (2)  be distributed, commencing not later than the required beginning date
          (as defined below) -

       (A)  in accordance with regulations prescribed by the Secretary of the
            Treasury, over the life of the Participant or over the lives of the
            Participant and his designated individual Beneficiary, if any, or
                    
       (B)  in accordance with regulations prescribed by the Secretary of the
            Treasury, over a period not extending beyond the life expectancy of
            the Participant or the joint life and last survivor expectancy of
            the Participant and his designated individual Beneficiary, if any.

          (b)  (1)  If -
    (A)  the distribution of a Participant's retirement payments have begun in
         accordance with Subsection (a)(2) of this Section, and
                    
    (B)  the Participant dies before his entire vested Account has been
         distributed to him,

          then  the  remaining  portion  of his  vested  Account  shall  be
          distributed  at  least  as  rapidly  as  under  the   method   of
          distribution  being used under Subsection (a)(2) of this  Section
          as of the date of his death.

      (2)  If a Participant dies before the commencement of retirement payments
      hereunder, the entire interest of the Participant shall be distributed
      within five (5) years after his death.

                                      68  


      (3)  If -
                    (A)   any portion of a Participant's vested Account  is
               payable   to   or  for  the  benefit  of  the  Participant's
               designated individual Beneficiary, if any,

                    (B)   that  portion is to be distributed, in accordance
               with   regulations  prescribed  by  the  Secretary  of   the
               Treasury,   over  the  life  of  the  designated  individual
               Beneficiary or over a period not extending beyond  the  life
               expectancy of the designated individual Beneficiary, and

                    (C)   the  distributions begin not later than  one  (1)
               year after the date of the Participant's death or such later
               date  as  the  Secretary of the Treasury may by  regulations
               prescribe,

          then,  for purposes of Paragraph (2) of this Subsection (b),  the
          portion  referred  to in Subparagraph (A) of this  Paragraph  (3)
          shall  be  treated  as  distributed on  the  date  on  which  the
          distributions to the designated individual Beneficiary begin.

    (4)  If the designated individual Beneficiary referred to in Paragraph
    (3)(A) of this Subsection (b) is the surviving spouse of the Participant,
         then -
                    (A)   the  date on which the distributions are required
               to begin under Paragraph (3)(C) of this Subsection (b) shall
               not  be earlier than the date on which the Participant would
               have attained age 65, and

                    (B)    if   the   surviving  spouse  dies  before   the
               distributions  to  such spouse begin,  this  Subsection  (b)
               shall  be  applied  as  if  the surviving  spouse  were  the
               Participant.

(c)  For purposes of this Section, the term "required beginning date" means
     April 1 of the calendar year following the later of the calendar year in
     which the Participant attains age 70 1/2 or the calendar year in which the
     Participant retires, except that in the case of a person described  in
     Section  l(b)(3) of Appendix B the "required beginning date" shall  be
     April 1 of the calendar year following the calendar year in which  the
     Participant attains age 70 1/2.  Notwithstanding the foregoing, with
     respect to  a  Participant who attains age 70 1/2 prior to January 1, 1999,
     such Participant may elect to receive minimum required distributions as
     a form of distribution under the withdrawal provisions of Section 6.2.

(d)  Distributions will be made in accordance with the regulations under
     Code  Section 401(a)(9), including the minimum distribution incidental
     benefit requirement of Treas. Reg. Section 1.401(a)(9)-2.

                                SECTION 11
                        ADMINISTRATION OF THE PLAN

     11.1 Trust Agreement.  The Primary Sponsor shall establish a Trust with the
Trustee  designated  by the Board of Directors for the  management  of  the
Fund,  which Trust shall form a part of the Plan and is incorporated herein
by reference.

                                    69


     11.2  Operation of the Plan Administrator.  The Primary Sponsor  shall
appoint a Plan Administrator.  If an organization is appointed to serve  as
the  Plan  Administrator,  then  the Plan Administrator  may  designate  in
writing   one  or  more  persons  who  may  act  on  behalf  of  the   Plan
Administrator.   If more than one person is so designated with  respect  to
the  same  administrative  function,  a  majority  of  such  persons  shall
constitute a quorum for the transaction of business and shall have the full
power  to  act  on  behalf of the Plan Administrator.  The Primary  Sponsor
shall have the right to remove the Plan Administrator at any time by notice
in  writing.   The  Plan Administrator may resign at any  time  by  written
notice of resignation to the Trustee and the Primary Sponsor.  Upon removal
or  resignation  of  the  Plan  Administrator,  or  in  the  event  of  the
dissolution of the Plan Administrator, the Primary Sponsor shall appoint  a
successor.   An organization serving as Plan Administrator shall  have  the
right  to  remove  any  person designated to act  on  behalf  of  the  Plan
Administrator  at  any time by notice in writing.  Any  such  designee  may
resign  at  any  time  by  written  notice  of  resignation  to  the   Plan
Administrator.  Upon removal or resignation of any such designee, the  Plan
Administrator may appoint a successor.

     11.3 Fiduciary Responsibility.

     (a)  The Plan Administrator, as a Named Fiduciary, may allocate its
     fiduciary  responsibilities among Fiduciaries other than the  Trustee,
     designated  in writing by the Plan Administrator and may designate  in
     writing  persons  other than the Trustee to carry  out  its  fiduciary
     responsibilities under the Plan.  The Plan Administrator may remove any
     person designated to carry out its fiduciary responsibilities under the
     Plan by notice in writing to such person.
          
     (b)  The Plan Administrator and each other Fiduciary may employ persons to
     perform services and to render advice with regard to any of the Fiduciary's
     responsibilities under the Plan.  Charges for all such services performed
     and advice rendered may be paid by the Fund to the extent permitted by
     ERISA.
          
     (c)  Each Plan Sponsor shall indemnify and hold harmless each person
     constituting the Plan Administrator or the Investment Committee, except
     those individuals who are not a Plan Sponsor or an employee of a  Plan
     Sponsor,  if any, from and against any and all claims, losses,  costs,
     expenses (including, without limitation, attorney's fees and court costs),
     damages, actions or causes of action arising from, on account of or in
     connection with the performance by such person of his duties  in  such
     capacity, other than such of the foregoing arising from, on account of or
     in  connection with the willful neglect or willful misconduct of  such
     person.

     11.4 Duties of the Plan Administrator.

     (a)  The Plan Administrator shall advise the Trustee with respect to all
     payments  under the terms of the Plan and shall direct the Trustee  in
     writing to make such payments from the Fund; provided, however, in no event
     shall the Trustee be required to make such payments if the Trustee has
     actual knowledge that such payments are contrary to the terms of the Plan
     and the Trust.


                                    70

          
     (b)  The Plan Administrator shall from time to time establish rules, not
     contrary  to  the  provisions  of the Plan  and  the  Trust,  for  the
     administration of the Plan and the transaction of its  business.   All
     elections and designations under the Plan by a Participant or Beneficiary
     shall be made on forms prescribed by the Plan Administrator.  The Plan
     Administrator shall have discretionary authority to construe the terms of
     the Plan and shall determine all questions arising in the administration,
     interpretation and application of the Plan, including, but not limited to,
     those concerning eligibility for benefits and it shall not act so as to
     discriminate in favor of any person.  All determinations of  the  Plan
     Administrator  shall  be  conclusive and  binding  on  all  Employees,
     Participants, Beneficiaries and Fiduciaries, subject to the provisions of
     the Plan and the Trust and subject to applicable law.

     (c)  The Plan Administrator shall furnish Participants and Beneficiaries
     with all disclosures now or hereafter required by ERISA or the Code.  The
     Plan  Administrator shall file, as required, the various  reports  and
     disclosures concerning the Plan and its operations as required by ERISA and
     by  the  Code,  and  shall be solely responsible for establishing  and
     maintaining all records of the Plan and the Trust.

     (d)  The statement of specific duties for a Plan Administrator in this
     Section is not in derogation of any other duties which a Plan Administrator
     has under the provisions of the Plan or the Trust or under applicable law.

     11.5 Investment Manager.  The Primary Sponsor may, by action in writing
certified  by  notice to the Trustee, appoint an Investment  Manager.   Any
Investment  Manager may be removed in the same manner in  which  appointed,
and  in the event of any removal, the Investment Manager shall, as soon  as
possible,  but  in  no  event more than thirty (30) days  after  notice  of
removal,  turn  over  all assets managed by it to the  Trustee  or  to  any
successor Investment Manager appointed, and shall make a full accounting to
the  Primary  Sponsor with respect to all assets managed by  it  since  its
appointment as an Investment Manager.

     11.6 Investment Committee.  The Primary Sponsor may, by action in writing
certified  by notice to the Trustee, appoint an Investment Committee.   The
Primary Sponsor shall have the right to remove any person on the Investment
Committee at any time by notice in writing to such person.  A person on the
Investment  Committee  may  resign  at  any  time  by  written  notice   of
resignation  to the Primary Sponsor.  Upon such removal or resignation,  or
in  the  event  of the death of a person on the Investment  Committee,  the
Primary  Sponsor  may  appoint a successor.  Until  a  successor  has  been
appointed,  the remaining persons on the Investment Committee may  continue
to act as the Investment Committee.

     11.7 Action by a Plan Sponsor.  Any action to be taken by a Plan Sponsor
shall be taken by resolution or written direction duly adopted by its board
of  directors or appropriate governing body, as the case may be;  provided,
however,  that  by  such  resolution or written  direction,  the  board  of
directors  or appropriate governing body, as the case may be, may  delegate
to  any officer or other appropriate person of a Plan Sponsor the authority
to  take any such actions as may be specified in such resolution or written
direction, other than the power to amend, modify or terminate the  Plan  or
the Trust or to determine the basis of any Plan Sponsor contributions.


                                   71


                                SECTION 12
                          CLAIM REVIEW PROCEDURE

     12.1 If a Participant or Beneficiary is denied a claim for benefits under a
Plan,  the Plan Administrator shall provide to the claimant written  notice
of the denial within ninety (90) days after the Plan Administrator receives
the  claim, unless special circumstances require an extension of  time  for
processing  the  claim.   If such an extension of time  for  processing  is
required,  written  notice  of the extension  shall  be  furnished  to  the
claimant  prior to the termination of the initial ninety (90)  day  period.
In  no  event shall the extension exceed a period of ninety (90) days  from
the  end  of such initial period.  The extension notice shall indicate  the
special circumstances requiring an extension of time and the date by  which
the Plan Administrator expects to render the final decision.

     12.2 If the claimant is denied a claim for benefits, the Plan Administrator
shall  provide,  within  the time frame set forth  in  Plan  Section  12.1,
written notice of the denial which shall set forth:

    (a)  the specific reasons for the denial;
          
    (b)  specific references to the pertinent provisions of the Plan on which
    the denial is based;
          
    (c)  a description of any additional material or information necessary for
    the claimant to perfect the claim and an explanation of why the material or
    information is necessary; and
          
    (d)  an explanation of the Plan's claim review procedure.
          
     12.3 After receiving written notice of the denial of a claim or that a
domestic  relations  order  is  a qualified  domestic  relations  order,  a
claimant or his representative may:

      (a)  request a full and fair review of the denial or determination that a
     domestic relations order is a qualified domestic relations order by written
     application to the Plan Administrator;
          
      (b)  review pertinent documents; and
          
      (c)  submit issues and comments in writing to the Plan Administrator.

     12.4 If the claimant wishes a review of the decision denying his claim to
benefits under the Plan or if a claimant wishes to appeal a decision that a
domestic  relations  order  is a qualified domestic  relations  order,  the
claimant  must  deliver the written application to the  Plan  Administrator
within  sixty  (60) days after receiving written notice of  the  denial  or
notice  that the domestic relations order is a qualified domestic relations
order.   Delivery shall be considered effected only upon actual receipt  by
the Plan Administrator.

     12.5  Upon  receiving  the written application for  review,  the  Plan
Administrator  may  schedule  a  hearing  for  purposes  of  reviewing  the
claimant's claim, which hearing shall take place not more than thirty  (30)
days  from  the date on which the Plan Administrator received  the  written
application for review.

                                    72


     12.6 At least ten (10) days prior to the scheduled hearing, the claimant
and  his representative designated in writing by him, if any, shall receive
written notice of the date, time, and place of the scheduled hearing.   The
claimant  or his representative may request that the hearing be rescheduled
for  his  convenience on another reasonable date or at  another  reasonable
time or place.

     12.7 All claimants requesting a review of the decision denying their claim
for benefits may employ counsel for purposes of the hearing.

     12.8 No later than sixty (60) days following the receipt of the written
application for review, the Plan Administrator shall submit its decision on
the  review  in writing to the claimant involved and to his representative,
if any; provided, however, a decision on the written application for review
may  be  extended, in the event special circumstances such as the  need  to
hold  a  hearing require an extension of time, to a day no later  than  one
hundred  twenty  (120)  days  after the date  of  receipt  of  the  written
application  for review.  The decision shall include specific  reasons  for
the  decision  and specific references to the pertinent provisions  of  the
Plan on which the decision is based.

                                SECTION 13
              INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS

     13.1 No benefit which shall be payable under the Plan to any person 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 person,
nor  shall  it be subject to attachment or legal process for,  or  against,
such person, and the same shall not be recognized under the Plan, except to
such  extent  as may be required by law.  Notwithstanding the  above,  this
Section  shall  not  apply to a "qualified domestic  relations  order"  (as
defined in Code Section 414(p)), and benefits may be paid pursuant  to  the
provisions  of  such  an  order.   The  Plan  Administrator  shall  develop
procedures (in accordance with applicable federal regulations) to determine
whether a domestic relations order is qualified, and, if so, the method and
the procedures for complying therewith.  In addition, a distribution to  an
"alternate payee" (as defined in Code Section 414(p)) shall be permitted if
such  distribution is authorized by a qualified domestic  relations  order,
even if the affected Participant has not yet separated from service and has
not  yet  reached the "earliest retirement age" (as defined in Code Section
414(p)).

     13.2 Notwithstanding any other provision of the Plan, effective August 5,
1997,  the  benefit of a Participant shall be subject to legal process  and
may  be  assigned,  alienated or attached pursuant to a court  judgment  or
settlement provided:
     (a)  such Participant is ordered or required to pay the Plan in accordance
     with the following:
          
   (1)  a judgment or conviction for a crime involving the Plan;
               
   (2)  a civil judgment entered by a court in an action brought in connection
   with a violation of part 4 of subtitle B of Title I of ERISA; or

                                    73

               
   (3)  a settlement agreement between such Participant and the Secretary of
   Labor, in connection with a violation (or alleged violation) of part 4 of
   subtitle B of Title I of ERISA by a fiduciary or any other person; and
               
     (b)  the judgment, order, decree, or settlement agreement shall expressly
     provide for the offset of all or part of the amount ordered or required to
     be paid to the Plan against such Participant's benefits under the Plan.

     13.3 If any person who shall be entitled to any benefit under the Plan
shall  become  bankrupt  or  shall attempt to anticipate,  alienate,  sell,
transfer,  assign, pledge, encumber or charge such benefit under the  Plan,
then  the  payment  of  any  such benefit in the  event  a  Participant  or
Beneficiary  is entitled to payment shall, in the discretion  of  the  Plan
Administrator, cease and terminate and in that event the Trustee shall hold
or  apply  the  same for the benefit of such person, his spouse,  children,
other  dependents or any of them in such manner and in such  proportion  as
the Plan Administrator shall determine.

     13.4 Whenever any benefit which shall be payable under the Plan is to be
paid  to or for the benefit of any person who is then a minor or determined
to  be incompetent by qualified medical advice, the Plan Administrator need
not  require  the  appointment of a guardian or  custodian,  but  shall  be
authorized  to cause the same to be paid over to the person having  custody
of such minor or incompetent, or to cause the same to be paid to such minor
or  incompetent without the intervention of a guardian or custodian, or  to
cause the same to be paid to a legal guardian or custodian of such minor or
incompetent if one has been appointed or to cause the same to be  used  for
the benefit of such minor or incompetent.

     13.5 If the Plan Administrator cannot ascertain the whereabouts of any
Participant to whom a payment is due under the Plan, the Plan Administrator
may direct that the payment and all remaining payments otherwise due to the
Participant be cancelled on the records of the Plan and the amount  thereof
applied as a forfeiture in accordance with Section 3.5, except that, in the
event  the  Participant  later  notifies  the  Plan  Administrator  of  his
whereabouts  and  requests the payments due to  him  under  the  Plan,  the
forfeited amount shall be restored either from Trust income or by a special
contribution  by the Plan Sponsor to the Plan, as determined  by  the  Plan
Administrator,  in  an  amount equal to the  payment  to  be  paid  to  the
Participant.

                                SECTION 14
                       PROHIBITION AGAINST DIVERSION

     At  no  time  shall any part of the Fund be used for  or  diverted  to
purposes  other  than  the exclusive benefit of the Participants  or  their
Beneficiaries,  subject,  however,  to  the  payment  of  all   taxes   and
administrative  expenses and subject to the provisions  of  the  Plan  with
respect   to   returns  of  contributions.   Expenses   incurred   in   the
administration  of  the Plan shall be paid from the Trust,  to  the  extent
permitted  by  ERISA,  unless such expenses are paid  by  a  Plan  Sponsor;
provided,  further, that a Plan Sponsor may be reimbursed by the  Fund,  to
the  extent  permitted by ERISA, for Plan expenses originally paid  by  the
Plan Sponsor.



                                    74

                                SECTION 15
                           LIMITATION OF RIGHTS

     Participation  in the Plan shall not give any Employee  any  right  or
claim except to the extent that such right is specifically fixed under  the
terms  of  the Plan.  The adoption of the Plan and the Trust  by  any  Plan
Sponsor shall not be construed to give any Employee a right to be continued
in  the employ of a Plan Sponsor or as interfering with the right of a Plan
Sponsor to terminate the employment of any Employee at any time.

                                SECTION 16
                    AMENDMENT TO OR TERMINATION OF THE
                            PLAN AND THE TRUST

     16.1 The Primary Sponsor reserves the right at any time to modify or amend
or  terminate the Plan or the Trust in whole or in part; provided, however,
that the Primary Sponsor shall have no power to modify or amend the Plan in
such manner as would cause or permit any portion of the funds held under  a
Plan  to be used for, or diverted to, purposes other than for the exclusive
benefit of Participants or their Beneficiaries, or as would cause or permit
any  portion of a fund held under the Plan to become the property of a Plan
Sponsor;  and  provided  further, that the duties  or  liabilities  of  the
Trustee  shall  not  be  increased without its written  consent.   No  such
modifications or amendments shall have the effect of retroactively changing
or  depriving Participants or Beneficiaries of rights already accrued under
the  Plan.  No Plan Sponsor other than the Primary Sponsor shall  have  the
right   to   so  modify,  amend  or  terminate  the  Plan  or  the   Trust.
Notwithstanding  the  foregoing, each Plan Sponsor may  terminate  its  own
participation in the Plan and Trust pursuant to the Plan.

     16.2 Each Plan Sponsor other than the Primary Sponsor shall have the right
to  terminate its participation in the Plan and Trust by resolution of  its
board  of  directors  or other appropriate governing  body  and  notice  in
writing  to  the  Primary Sponsor and the Trustee unless  such  termination
would  result  in the disqualification of the Plan or the  Trust  or  would
adversely affect the exempt status of the Plan or the Trust as to any other
Plan  Sponsor.   If  contributions by or on behalf of a  Plan  Sponsor  are
completely terminated, the Plan and Trust shall be deemed terminated as  to
such  Plan  Sponsor.  Any termination by a Plan Sponsor,  shall  not  be  a
termination as to any other Plan Sponsor.  The Primary Sponsor may, in  its
absolute discretion, terminate the participation of any other Plan  Sponsor
at any time.

     16.3  (a)   If  the Plan is terminated by the Primary  Sponsor  or  if
     contributions to the Trust should be permanently discontinued, it shall
     terminate as to all Plan Sponsors and the Fund shall be used, subject to
     the payment of expenses and taxes, for the benefit of Participants and
     Beneficiaries, and for no other purposes, and the Account of each affected
     Participant shall be fully vested and nonforfeitable, notwithstanding the
     provisions  of  the Section of the Plan which sets forth  the  vesting
     schedule.

          (b)   In  the event of the partial termination of the Plan,  each
     affected   Participant's   Account   shall   be   fully   vested   and
     nonforfeitable.



                                    75


     16.4 In the event of the termination of the Plan or the Trust with respect
to  a  Plan Sponsor, the Accounts of the Participants with respect  to  the
Plan  as  adopted by such Plan Sponsor shall be distributed  in  accordance
with  the  applicable distribution provisions of the Plan pursuant  to  the
instructions of the Plan Administrator; provided that the Trustee shall not
be  required  to  make  any distribution until it receives  a  copy  of  an
Internal  Revenue  Service determination letter  to  the  effect  that  the
termination does not affect the qualified status of the Plan or the  exempt
status of the Trust or, in the event that such letter is applied for and is
not  issued,  until  the  Trustee  is reasonably  satisfied  that  adequate
provision has been made for the payment of all taxes which may be  due  and
owing by the Trust.

     16.5 In the case of any merger or consolidation of the Plan with, or any
transfer  of  the  assets or liabilities of the Plan  to,  any  other  plan
qualified under Code Section 401, the terms of the merger, consolidation or
transfer shall be such that each Participant would receive (in the event of
termination of the Plan or its successor immediately thereafter) a  benefit
which is no less than the benefit which the Participant would have received
in  the  event  of termination of the Plan immediately before  the  merger,
consolidation or transfer.

     16.6 Notwithstanding any other provision of the Plan, an amendment to the
Plan -
    (a)  which eliminates or reduces an early retirement benefit, if any, or
     which  eliminates or reduces a retirement-type subsidy (as defined  in
     regulations issued by the Department of the Treasury), if any, or
          
    (b)  which eliminates an optional form of benefit

shall  not  be effective with respect to benefits attributable  to  service
before  the amendment is adopted.  In the case of a retirement-type subsidy
described in Subsection (a) above, this Section shall be applicable only to
a  Participant  who  satisfies, either before or after the  amendment,  the
preamendment conditions for the subsidy.

                                SECTION 17
                      ADOPTION OF PLAN BY AFFILIATES

     Any  corporation  or  other business entity  related  to  the  Primary
Sponsor  by  function or operation and any Affiliate, if  the  corporation,
business  entity  or Affiliate is authorized to do so by written  direction
adopted by the Board of Directors, may adopt the Plan and the related Trust
by  action of the board of directors or other appropriate governing body of
such  corporation,  business entity or Affiliate.  Any  adoption  shall  be
evidenced by certified copies of the resolutions of the foregoing board  of
directors or governing body indicating the adoption and by the execution of
the  Trust  by  the adopting corporation, or business entity or  Affiliate.
The resolution shall state and define the effective date of the adoption of
the  Plan by the Plan Sponsor and, for the purpose of Code Section 415, the
"limitation year" as to such Plan Sponsor.  Notwithstanding the  foregoing,
however,  if  the  Plan  and  Trust as adopted by  an  Affiliate  or  other
corporation or business entity under the foregoing provisions shall fail to
receive the initial approval of the Internal Revenue Service as a qualified
Plan and Trust under Code Sections 401(a) and 501(a), any contributions  by
the  Affiliate or other corporation or business entity after payment of all

                                    76


expenses will be returned to such Plan Sponsor free of any trust,  and  the
Plan  and  Trust  shall terminate, as to the adopting  Affiliate  or  other
corporation or business entity.

                                SECTION 18
                 QUALIFICATION AND RETURN OF CONTRIBUTIONS

     18.1 If the Plan and the related Trust fail to receive the initial approval
of  the  Internal Revenue Service as a qualified plan and trust within  one
(1) year after the date of denial of qualification (a) the contribution  of
a  Plan  Sponsor after payment of all expenses will be returned to  a  Plan
Sponsor free of the Plan and Trust, (b) contributions made by a Participant
shall  be returned to the Participant who made the contributions,  and  (c)
the Plan and Trust shall thereupon terminate.

     18.2  All  Plan Sponsor contributions to the Plan are contingent  upon
deductibility.   To the extent permitted by the Code and  other  applicable
laws  and  regulations  thereunder,  upon  a  Plan  Sponsor's  request,   a
contribution  which was made by reason of a mistake of fact  or  which  was
nondeductible under Code Section 404, shall be returned to a  Plan  Sponsor
within  one  (1)  year  after  the payment  of  the  contribution,  or  the
disallowance  of  the  deduction (to the extent disallowed),  whichever  is
applicable.

     In  the  event of a contribution which was made by reason of a mistake
of  fact or which was nondeductible, the amount to be returned to the  Plan
Sponsor shall be the excess of the contribution above the amount that would
have been contributed had the mistake of fact or the mistake in determining
the  deduction not occurred, less any net loss attributable to the  excess.
Any net income attributable to the excess shall not be returned to the Plan
Sponsor.  No return of any portion of the excess shall be made to the  Plan
Sponsor if the return would cause the balance in a Participant's Account to
be  less than the balance would have been had the mistaken contribution not
been made.

                                SECTION 19
               SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934

      Notwithstanding any other provision of this Plan, the  provisions  of
this  Plan  set  forth the formula or formulas that determine  the  amount,
price  or timing of awards to persons subject to the reporting requirements
of  Section 16 of the Securities Exchange Act of 1934 (the "Act")  and  any
other  provisions  of  the Plan of the type referred  to  in  Section  16b-
3(c)(2)(ii)  of  the  Act shall not be amended more  than  once  every  six
months, other than to comport with changes in the Code, ERISA or the  rules
thereunder.  Further, to the extent required, the persons described in  the
preceding  sentence  shall  be subject to such withdrawal,  investment  and
other  restrictions necessary to satisfy Rule 16b-3 under  the  Act.   This
Section 19 is intended to comply with Rule 16b-3 under the Act and shall be
effective only to the extent required by such rule and shall be interpreted
and administered in accordance with such rule.






                                    77 

                                SECTION 20
                   INCORPORATION OF SPECIAL LIMITATIONS

     Appendices  A,  B,  C  and  D  to  the  Plan,  attached  hereto,   are
incorporated  by  reference and the provisions  of  the  same  shall  apply
notwithstanding anything to the contrary contained herein.

     IN  WITNESS WHEREOF, the Primary Sponsor has caused this indenture  to
be executed as of the date first above written.

                                TYSON FOODS, INC.


                                By: /s/ Carl Johnson
                                   ---------------------------   
                                Title: Executive Vice President,

                                       Administrative Services

ATTEST:

/s/ R. Read Hudson
------------------
Title: Secretary


































                                    78

                                APPENDIX A
                         LIMITATION ON ALLOCATIONS


                                 SECTION 1

     The  "annual addition" for any Participant for any one limitation year
may not exceed the lesser of:

          (a)   $30,000, as adjusted for changes in the cost of  living  as
     provided in regulations issued by the Secretary of the Treasury; or

          (b)  25% of the Participant's Annual Compensation.


                                 SECTION 2

     For  the  purposes of this Appendix A, the term "annual addition"  for
any  Participant  means for any limitation year, the sum  of  certain  Plan
Sponsor,  Affiliate, and Participant contributions, forfeitures, and  other
amounts  as  determined  in  Code Section  415(c)(2)  in  effect  for  that
limitation year.

                                 SECTION 3

     Effective until December 31, 1999, in the event that a Plan Sponsor or
an  Affiliate  maintains a defined benefit plan under which  a  Participant
also  participates, the sum of the defined benefit plan  fraction  and  the
defined  contribution  plan  fraction  for  any  limitation  year  for  any
Participant may not exceed 1.0.

          (a)  The defined benefit plan fraction for any limitation year is a
               fraction:

    (1)  the numerator of which is the projected annual benefit of the
    Participant under the defined benefit plan (determined as of the close of
    such year); and
               
    (2)  the denominator of which is the lesser of

          (A)  the product of 1.25, multiplied by the maximum annual benefit
               allowable under Code Section 415(b)(1)(A), or
                    
          (B)  the product of
                   
           (i)  1.4, multiplied by
                         
          (ii) the maximum amount which may be taken into account under Section
               415(b)(1)(B) of the Code with respect to the Participant under
               the defined benefit plan for the limitation year (determined as
               of the close of the limitation year).

          (b)  The defined contribution plan fraction for any limitation year
           is a fraction:

               (1)   the  numerator of which is the sum of a  Participant's
          annual additions as of the close of the year; and

                                      79   

               (2)   the  denominator of which is the sum of the lesser  of
          the  following amounts determined for the year and for all  prior
          limitation years during which the Participant was employed  by  a
          Plan Sponsor or an Affiliate:

                    (A)   the  product of 1.25, multiplied  by  the  dollar
               limitation in effect under Code Section 415(c)(1)(A) for the
               limitation  year  (determined  without  regard  to   Section
               415(c)(6) of the Code); or

                    (B)  the product of

                         (i)  1.4, multiplied by

                         (ii)  the  amount which may be taken into  account
                    under   Code  Section  415(c)(1)(B)  (or  Code  Section
                    415(c)(7),   if   applicable)  with  respect   to   the
                    Participant for the limitation year.

                                 SECTION 4

     For purposes of this Appendix A, the term "limitation year" shall mean
a  Plan  Year  unless  a  Plan Sponsor elects, by  adoption  of  a  written
resolution, to use any other twelve month period adopted in accordance with
regulations issued by the Secretary of the Treasury.

                                 SECTION 5

     For  purposes  of  applying the limitations of this  Appendix  A,  all
defined contribution plans maintained or deemed to be maintained by a  Plan
Sponsor  shall be treated as one defined contribution plan, and all defined
benefit plans now or previously maintained or deemed to be maintained by  a
Plan  Sponsor shall be treated as one defined benefit plan.  In  the  event
any of the actions to be taken pursuant to Section 6 of this Appendix A  or
pursuant  to any language of similar import in another defined contribution
plan  are  required to be taken as a result of the annual  additions  of  a
Participant  exceeding  the limitations set forth  in  Section  1  of  this
Appendix  A,  because of the Participant's participation in more  than  one
defined contribution plan, the actions shall be taken first with regard  to
this Plan.

                                 SECTION 6

     In  the event that as a result of the allocation of forfeitures to the
Account   of   a   Participant,  a  reasonable  error  in  estimating   the
Participant's  Annual  Compensation or  other  similar  circumstances,  the
annual  addition  allocated  to the Account of a  Participant  exceeds  the
limitations set forth in Section 1 of this Appendix A or in the event  that
the  aggregate contributions made on behalf of a Participant under  both  a
defined  benefit  plan  and a defined contribution  plan,  subject  to  the
reduction  of allocations in other defined contribution plans  required  by
Section  5 of this Appendix A, cause the aggregate limitation fraction  set
forth  in  Section 3 of this Appendix A to be exceeded, effective April  1,
1998, the Plan Administrator shall, in writing, direct the Trustee to  take
such  of  the  following  actions  as the  Plan  Administrator  shall  deem
appropriate, specifying in each case the amount or amounts of contributions
involved:

                                     80

          (a)   Contributions made by the Plan Sponsor  on  behalf  of  the
     Participant  pursuant  to Plan Section 3.1 shall  be  reduced  in  the
     amount  of  the excess, together with any gains attributable  thereto,
     and distributed to the Participant.

          (b)   If further reduction is necessary, to the extent necessary,
     all  other  contributions made by the Plan Sponsor on  behalf  of  the
     Participant pursuant to Plan Section 3 for the Plan Year shall be held
     in an unallocated suspense.  While the suspense account is maintained,
     (1)  no Plan Sponsor contributions under the Plan shall be made  which
     would be precluded by this Appendix A, (2) income, gains and loses  of
     the  Fund  shall  not be allocated to such suspense  account  and  (3)
     amounts  in  the  suspense  account shall be allocated  in  subsequent
     limitation  years  as  Plan  Sponsor  contributions  for   each   such
     limitation year until the suspense account is exhausted.  In the event
     of  the  termination of the Plan, the amounts in the suspense  account
     shall  be returned to the Plan Sponsor to the extent that such amounts
     may not then be allocated to Participants' Accounts.

                                APPENDIX B
                           TOP-HEAVY PROVISIONS

                                 SECTION 1

     As  used  in  this  Appendix B, the following  words  shall  have  the
following meanings:

          (a)   "Determination Date" means, with respect to any Plan  Year,
     the  last day of the preceding Plan Year, or, in the case of the first
     Plan Year, means the last day of the first Plan Year.

          (b)    "Key  Employee"  means  an  Employee  or  former  Employee
     (including a Beneficiary of a Key Employee or former Key Employee) who
     at  any time during the Plan Year containing the Determination Date or
     any of the four (4) preceding Plan Years is:

               (1)   Was at any time an officer of the Plan Sponsor  or  of
          any  Affiliate whose Annual Compensation was greater  than  fifty
          percent  (50%)  of  the  amount  in  effect  under  Code  Section
          415(b)(1)(A) for the calendar year in which the Plan  Year  ends,
          where  the  term "officer" means an administrative  executive  in
          regular  and continual service to the Plan Sponsor or  Affiliate;
          provided, however, that in no event shall the number of  officers
          exceed the lesser of Clause (A) or (B) of this Subparagraph  (1),
          where:

                    (A)  equals fifty (50) Employees; and

                    (B)   equals the greater of (I) three (3) Employees  or
               (II) ten percent (10%) of the number of Employees during the
               Plan  Year, with any non-integer being increased to the next
               integer.

               If  for  any year no officer of the Plan Sponsor  meets  the
          requirements  of this Subparagraph (b), the highest paid  officer
          of  the  Plan  Sponsor for the Plan Year shall be  considered  an
          officer for purposes of this Subparagraph (b)(1);

                                    81

               (2)  One of the ten (10) Employees owning both (A) more than
          one-half  percent  (1/2%)  of the outstanding  stock  of  the  Plan
          Sponsor or an Affiliate, more than one-half percent (1/2%)  of  the
          total  combined voting power of all stock of the Plan Sponsor  or
          an  Affiliate, or more than one-half percent (1/2%) of the  capital
          or  profits interest in the Plan Sponsor or an Affiliate, and (B)
          the largest percentage ownership interests in the Plan Sponsor or
          any of its Affiliates, and whose Annual Compensation is equal  to
          or  greater  than  the  amount in effect under  Section  l(a)  of
          Appendix  A  to  the  Plan for the calendar  year  in  which  the
          Determination Date falls; or

               (3)   An  owner  of  more  than five  percent  (5%)  of  the
          outstanding  stock  of the Plan Sponsor or an Affiliate  or  more
          than five percent (5%) of the total combined voting power of  all
          stock of the Plan Sponsor or an Affiliate; or

               (4)   An  owner  of  more  than  one  percent  (1%)  of  the
          outstanding  stock  of the Plan Sponsor or an Affiliate  or  more
          than  one percent (1%) of the total combined voting power of  all
          stock  of the Plan Sponsor or an Affiliate, and who in such  Plan
          Year had Annual Compensation from the Plan Sponsor and all of its
          Affiliates of more than $150,000.

     Employees other than Key Employees are sometimes referred to  in  this
     Appendix B, as "non-key employees."

          (c)  "Required Aggregation Group" means:

               (1)   each plan of the Plan Sponsor and its Affiliates which
          qualifies under Code Section 401 (a) in which a Key Employee is a
          participant, and

               (2)   each other plan of the Plan Sponsor and its Affiliates
          which qualifies under Code Section 401 (a) and which enables  any
          plan  described  in Subsection (a) of this Section  to  meet  the
          requirements of Section 401(a)(4) or 410 of the Code.

          (d)  (1)  "Top-Heavy" means:

                    (A)   if  the  Plan  is  not  included  in  a  Required
               Aggregation Group, the Plan's condition in a Plan  Year  for
               which, as of the Determination Date:

                         (i)   the present value of the cumulative Accounts
                    under  the  Plan  for all Key Employees  exceeds  sixty
                    percent  (60%)  of the present value of the  cumulative
                    Accounts under the Plan for all Participants; and

                         (ii)  the  Plan, when included in every  potential
                    combination, if any, with any or all of:

                              (I)  any Required Aggregation Group, and

                              (II)  any  plan of the Plan Sponsor which  is
                         not  part  of any Required Aggregation  Group  and
                         which qualifies under Code Section 401 (a)

                                     82

                    is  part  of a Top-Heavy Group (as defined in Paragraph
                    (2) of this Subsection); and

                    (B)   if the Plan is included in a Required Aggregation
               Group, the Plan's condition in a Plan Year for which, as  of
               the Determination Date:

                         (i)  the Required Aggregation Group is a Top-Heavy
                    Group (as defined in Paragraph (2) of this Subsection);
                    and

                         (ii) the Required Aggregation Group, when included
                    in every potential combination, if any, with any or all
                    of  the  plans  of the Plan Sponsor and its  Affiliates
                    which  are  not part of the Required Aggregation  Group
                    and which qualify under Code Section 401(a), is part of
                    a  Top-Heavy Group (as defined in Paragraph (2) of this
                    Subsection).

                    (C)   For purposes of Subparagraphs (A)(ii) and (B)(ii)
               of this Paragraph (1), any combination of plans must satisfy
               the requirements of Sections 401(a)(4) and 410 of the Code.

               (2)  A group shall be deemed to be a Top-Heavy Group if:

                    (A)   the  sum,  as of the Determination Date,  of  the
               present value of the cumulative accrued benefits for all Key
               Employees under all plans included in such group exceeds

                    (B)   sixty  percent (60%) of a similar sum  determined
               for all participants in such plans.

               (3)  (A)  For purposes of this Section, the present value of
               the  accrued  benefit  for  any  participant  in  a  defined
               contribution plan as of any Determination Date or  last  day
               of a plan year shall be the sum of:

                         (i)   as  to  any defined contribution plan  other
                    than a simplified employee pension, the account balance
                    as  of  the most recent valuation date occurring within
                    the  plan year ending on the Determination Date or last
                    day of a plan year, and

                         (ii)  as  to any simplified employee pension,  the
                    aggregate employer contributions, and

                         (iii)      an adjustment for contributions due  as
                    of the Determination Date or last day of a plan year.

               In  the  case  of a plan that is not subject to the  minimum
               funding requirements of Code Section 412, the adjustment  in
               Clause (iii) of this Subparagraph (A) shall be the amount of
               any contributions actually made after the valuation date but
               on  or before the Determination Date or last day of the plan
               year to the extent not included under Clause (i) or (ii)  of
               this  Subparagraph (A); provided, however, that in the first
               plan  year  of the plan, the adjustment in Clause  (iii)  of

                                     83

               this  Subparagraph (A) shall also reflect the amount of  any
               contributions  made thereafter that are allocated  as  of  a
               date in such first plan year.  In the case of a plan that is
               subject  to  the minimum funding requirements,  the  account
               balance  in  Clause (i) and the aggregate  contributions  in
               Clause   (ii)   of  this  Subparagraph  (A)  shall   include
               contributions that would be allocated as of a date not later
               than the Determination Date or last day of a plan year, even
               though those amounts are not yet required to be contributed,
               and  the adjustment in Clause (iii) of this Subparagraph (A)
               shall  be  the amount of any contribution actually made  (or
               due  to  be  made) after the valuation date but  before  the
               expiration  of the extended payment period in  Code  Section
               412(c)(10)  to the extent not included under Clause  (i)  or
               (ii) of this Subparagraph (A).

                    (B)  For purposes of this Subsection, the present value
               of  the  accrued benefit for any participant  in  a  defined
               benefit plan as of any Determination Date or last day  of  a
               plan year must be determined as of the most recent valuation
               date  which is within a twelve (12) month period  ending  on
               the Determination Date or last day of a plan year as if such
               participant terminated as of such valuation date;  provided,
               however, that in the first plan year of a plan, the  present
               value of the accrued benefit for a current participant  must
               be  determined  either (i) as if the participant  terminated
               service as of the Determination Date or last day of  a  plan
               year or (ii) as if the participant terminated service as  of
               such  valuation date, but taking into account the  estimated
               accrued benefit as of the Determination Date or last day  of
               a  plan  year.  For purposes of this Subparagraph  (B),  the
               valuation  date  must be the same valuation  date  used  for
               computing  plan  costs  for minimum funding,  regardless  of
               whether  a  valuation is performed that year.  The actuarial
               assumptions utilized in calculating the present value of the
               accrued  benefit  for any participant in a  defined  benefit
               plan  for  purposes  of  this  Subparagraph  (B)  shall   be
               established  by  the  Plan Administrator after  consultation
               with  the  actuary for the plan, and shall be reasonable  in
               the  aggregate  and shall comport with the requirements  set
               forth  by the Internal Revenue Service in Q&A T-26 and  T-27
               of Regulation Section 1.416-1.

                    (C)   For purposes of determining the present value  of
               the   cumulative  accrued  benefit  under  a  plan  for  any
               participant in accordance with this Subsection, the  present
               value shall be increased by the aggregate distributions made
               with  respect  to  the participant (including  distributions
               paid  on  account of death to the extent they do not  exceed
               the present value of the cumulative accrued benefit existing
               immediately   prior  to  death)  under   each   plan   being
               considered, and under any terminated plan which  if  it  had
               not   been   terminated  would  have  been  in  a   Required
               Aggregation  Group with the Plan, during the five  (5)  year
               period  ending on the Determination Date or last day of  the
               plan  year that falls within the calendar year in which  the
               Determination Date falls.

                                     84

                    (D)   For  purposes of this Paragraph (3),  participant
               contributions which are deductible as "qualified  retirement
               contributions" within the meaning of Code Section 219 or any
               successor, as adjusted to reflect income, gains, losses, and
               other credits or charges attributable thereto, shall not  be
               considered  to  be  part of the accrued benefits  under  any
               plan.

                    (E)   For  purposes  of  this  Paragraph  (3),  if  any
               employee is not a Key Employee with respect to any plan  for
               any  plan  year, but such employee was a Key  Employee  with
               respect  to  such plan for any prior plan year, any  accrued
               benefit for such employee shall not be taken into account.

                    (F)   For  purposes  of  this  Paragraph  (3),  if  any
               employee has not performed any service for any Plan  Sponsor
               or  Affiliate  maintaining  the plan  during  the  five-year
               period ending on the Determination Date, any accrued benefit
               for that employee shall not be taken into account.

                    (G)   (i)   In the case of an "unrelated rollover"  (as
                    defined  below) between plans which qualify under  Code
                    Section 401(a), (a) the plan providing the distribution
                    shall  count  the distribution as a distribution  under
                    Subparagraph  (C) of this Paragraph (3),  and  (b)  the
                    plan accepting the distribution shall not consider  the
                    distribution  part  of the accrued benefit  under  this
                    Section; and

                         (ii)  in  the  case  of a "related  rollover"  (as
                    defined  below) between plans which qualify under  Code
                    Section 401(a), (a) the plan providing the distribution
                    shall  not  count  the distribution as  a  distribution
                    under  Subparagraph  (C)  of this  Paragraph  (3),  and
                    (b)  the plan accepting the distribution shall consider
                    the distribution part of the accrued benefit under this
                    Section.

                    For  purposes  of this Subparagraph (G), an  "unrelated
                    rollover"  is  a  rollover as defined in  Code  Section
                    402(c)(4) or 408(d)(3) or a plan-to-plan transfer which
                    is  both initiated by the participant and made  from  a
                    plan maintained by one employer to a plan maintained by
                    another   employer   where  the   employers   are   not
                    Affiliates.  For purposes of this Subparagraph  (G),  a
                    "related  rollover" is a rollover as  defined  in  Code
                    Section   402(c)(4)  or  408(d)(3)  or  a  plan-to-plan
                    transfer   which  is  either  not  initiated   by   the
                    participant  or  made  to  a  plan  maintained  by  the
                    employer or an Affiliate.


                                 SECTION 2

          (a)   Notwithstanding  anything contained  in  the  Plan  to  the
     contrary,  except  as  otherwise provided in Subsection  (b)  of  this
     Section,  in  any  Plan  Year  during which  the  Plan  is  Top-Heavy,

                                    85

     allocations of Plan Sponsor contributions and forfeitures for the Plan
     Year for the Account of each Participant who is not a Key Employee and
     who  has not separated from service with the Plan Sponsor prior to the
     end of the Plan Year shall not be less than three percent (3%) percent
     of  the  Participant's  Annual Compensation.   For  purposes  of  this
     Subsection,  an  allocation to a Participant's Account resulting  from
     any  Plan  Sponsor contribution attributable to a salary reduction  or
     similar arrangement shall not be taken into account.

          (b)   (1)   The percentage referred to in Subsection (a) of  this
          Section  for  any  Plan Year shall not exceed the  percentage  at
          which allocations are made or required to be made under the  Plan
          for the Plan Year for the Key Employee for whom the percentage is
          highest  for  the Plan Year.  For purposes of this Paragraph,  an
          allocation  to the Account of a Key Employee resulting  from  any
          Plan  Sponsor contribution attributable to a salary reduction  or
          similar agreement shall be taken into account.

               (2)   For  purposes  of  this Subsection  (b),  all  defined
          contribution  plans  which are members of a Required  Aggregation
          Group shall be treated as part of the Plan.

               (3)   This Subsection (b) shall not apply to any plan  which
          is a member of a Required Aggregation Group if the plan enables a
          defined   benefit  plan  which  is  a  member  of  the   Required
          Aggregation  Group  to  meet  the requirements  of  Code  Section
          401(a)(4) or 410.
                                 SECTION 3

     Effective until December 31, 1999, in any limitation year (as  defined
in  Section  4 of Appendix A to the Plan) which contains any portion  of  a
Plan  Year  in  which  the Plan is Top-Heavy, the  number  "1.0"  shall  be
substituted for the number "1.25" in Section 3 of Appendix A to the Plan.

                                 SECTION 4

     Notwithstanding anything contained in the Plan to the contrary, in any
Plan  Year during which the Plan is Top-Heavy, a Participant's interest  in
his  Account shall not vest at any rate which is slower than the  following
schedule, effective as of the first day of that Plan Year:

                  Full Years of         Percentage
                 Vesting Service          Vested

                  Less than 2 years         0%
                       2 years             20%
                       3 years             40%
                       4 years             60%
                       5 years             80%
                       6 years            100%

The  Schedule set forth above in this Section 4 shall be inapplicable to  a
Participant  who  has  failed  to perform an  Hour  of  Service  after  the
Determination Date on which the Plan has become Top-Heavy.  When  the  Plan
ceases  to  be  Top-Heavy, the Schedule set forth above in this  Section  4
shall  cease  to apply; provided however, that the provisions of  the  Plan
Section dealing with changes in the vesting schedule shall apply.

                                     86


                                APPENDIX C
                      SPECIAL NONDISCRIMINATION RULES

                                 SECTION 1

     As used in this Appendix, the following words shall have the following
meanings:

          (a)   "Eligible  Participant"  means  a  Participant  who  is  an
     Employee during any particular Plan Year.

          (b)  "Highly Compensated Eligible Participant" means any Eligible
     Participant who is a Highly Compensated Employee.

          (c)   "Matching Contribution" means any contribution  made  by  a
     Plan Sponsor to a Matching Account and any other contribution made  to
     a  plan by a Plan Sponsor or an Affiliate on behalf of an Employee  on
     account  of  a  contribution made by an Employee or on account  of  an
     Elective Deferral.

          (d)     "Qualified   Matching   Contributions"   means   Matching
     Contributions  which  are immediately nonforfeitable  when  made,  and
     which would be nonforfeitable, regardless of the age or service of the
     Employee  or whether the Employee is employed on a certain  date,  and
     which  may not be distributed, except upon one of the events described
     under Section 401(k)(2)(B) of the Code and the regulations thereunder.

          (e)  "Qualified Nonelective Contributions" means contributions of
     the Plan Sponsor or an Affiliate, other than Matching Contributions or
     Elective  Deferrals,  which are nonforfeitable when  made,  and  which
     would  be  nonforfeitable regardless of the  age  or  service  of  the
     Employee  or whether the Employee is employed on a certain  date,  and
     which  may not be distributed, except upon one of the events described
     under Code Section 401(k)(2)(B) and the regulations thereunder.


                                 SECTION 2

     In  addition to any other limitations set forth in the Plan, for  each
Plan Year one of the following tests must be satisfied:

          (a)   the  actual deferral percentage for the Highly  Compensated
     Eligible  Participants for the Plan Year must not  be  more  than  the
     actual deferral percentage of all other Eligible Participants for  the
     Plan Year multiplied by 1.25; or

          (b)   the excess of the actual deferral percentage for the Highly
     Compensated Eligible Participants for the Plan Year over that  of  all
     other  Eligible Participants for the preceding Plan Year must  not  be
     more   than  two  (2)  percentage  points,  and  the  actual  deferral
     percentage  for the Highly Compensated Eligible Participants  for  the
     Plan Year must not be more than the actual deferral percentage of  all
     other Eligible Participants for the Plan Year multiplied by two (2).




                                     87  

The  "actual  deferral  percentage" for  the  Highly  Compensated  Eligible
Participants  and all other Eligible Participants for a Plan  Year  is  the
average  in  each  group  of  the ratios, calculated  separately  for  each
Employee, of the Deferral Amounts contributed by the Plan Sponsor on behalf
of an Employee for the Plan Year to the Annual Compensation of the Employee
in  the  Plan  Year.  In addition, for purposes of calculating the  "actual
deferral percentage" as described above, Deferral Amounts of Employees  who
are  not  Highly Compensated Employees which are prohibited by Code Section
401(a)(30)  shall not be taken into consideration.  Except  to  the  extent
limited  by  Treasury  Regulation section 1.401(k)-l(b)(5)  and  any  other
applicable regulations promulgated by the Secretary of the Treasury, all or
part  of  the  Qualified  Matching Contributions and Qualified  Nonelective
Contributions made pursuant to the Plan may be treated as Deferral  Amounts
for purposes of determining the "actual deferral percentage."


                                 SECTION 3

     If   the   Deferral  Amounts  contributed  on  behalf  of  any  Highly
Compensated  Eligible Participant exceeds the amount  permitted  under  the
"actual deferral percentage" test described in Section 2 of this Appendix C
for any given Plan Year, then before the end of the Plan Year following the
Plan Year for which the Excess Deferral Amount was contributed, the portion
of  the  Excess Deferral Amount for the Plan Year attributable to a  Highly
Compensated  Participant,  as adjusted to reflect  income,  gain,  or  loss
attributable to it through the date the end of the Plan Year for which  the
test  is  being performed and reduced by any excess Elective  Deferrals  as
determined  pursuant  to  Plan  Section 3.1  previously  distributed  to  a
Participant  for the Participant's taxable year ending with or  within  the
Plan   Year,  may  be  distributed  to  the  Highly  Compensated   Eligible
Participant.  The income allocable to such Excess Deferral Amount shall  be
determined  in a similar manner as described in Section 4.2  of  the  Plan.
The  Excess Deferral Amount to be distributed shall be reduced by  Deferral
Amounts previously distributed for the taxable year ending in the same Plan
Year,  and shall also be reduced by Deferral Amounts previously distributed
for  the  Plan  Year  beginning in such taxable year.   In  the  event  the
multiple  use  of limitations contained in Sections 2(b) and 5(b)  of  this
Appendix  C,  pursuant  to  Treasury  Regulations  section  1.401(m)-2   as
promulgated  by  the  Secretary  of  the Treasury,  requires  a  corrective
distribution, such distribution shall be made pursuant to this  Section  3,
and  not Section 6 of Appendix C.  The portion of the Matching Contribution
on  which such Excess Deferral Amount was based shall be forfeited upon the
distribution of such Excess Deferral Amount.

               (a)  For purposes of this Section 3, "Excess Deferral Amount"
     means, with respect to a Plan Year, the excess of:

                      (1)    the  aggregate  amount  of  Deferral   Amounts
          contributed  by  a  Plan Sponsor on behalf of Highly  Compensated
          Eligible Participants for the Plan Year, over

                     (2)   the maximum amount of Deferral Amounts permitted
          under Section 2 of this Appendix C for the Plan Year, which shall
          be  determined  by reducing the Deferral Amounts  contributed  on
          behalf  of Highly Compensated Eligible Participants in  order  of
          the  actual  deferral percentages beginning with the  highest  of
          such percentages.

                                    88 

               (b)  Distribution of the Excess Deferral Amount for any Plan Year
     shall be made to Highly Compensated Eligible Participants on the basis
     of  the  dollar amount of Deferral Amounts attributable to each Highly
     Compensated  Eligible Participant.  The Plan Sponsor  shall  determine
     the  amount  of Excess Deferral Amounts which shall be distributed  to
     each Highly Compensated Eligible Participant as follows.

                     (1)   The  Deferral Amounts allocated  to  the  Highly
          Compensated  Eligible Participant with the highest dollar  amount
          of  Deferral  Amounts for the Plan Year shall be reduced  by  the
          amount   required  to  cause  that  Highly  Compensated  Eligible
          Participant's remaining Deferral Amounts for the Plan Year to  be
          equal  to the dollar amount of the Deferral Amounts allocated  to
          the Highly Compensated Eligible Participant with the next highest
          dollar amount of Deferral Amounts for the Plan Year.  This amount
          is   then   distributed   to  the  Highly  Compensated   Eligible
          Participant  with the highest dollar amount of Deferral  Amounts,
          unless a smaller reduction, when added to the total dollar amount
          already  distributed pursuant to this Paragraph (1),  equals  the
          total Excess Deferral Amounts.

                     (2)   If  the total amount distributed under Paragraph
          (1)  of  this Section 3(b) is less than the total Excess Deferral
          Amounts,  the  procedure in Paragraph (1) shall  be  successively
          repeated  until the total dollar amount distributed is  equal  to
          the   total  Excess  Deferral  Amounts  attributable  to   Highly
          Compensated Eligible Participants.

           If a distribution of the Excess Deferral Amounts attributable to
     the  Highly  Compensated Eligible Participants is made  in  accordance
     with  Paragraphs (1) and (2) of this Section 3(b), the limitations  in
     Section  2 of this Appendix C shall be treated as being met regardless
     of  whether the actual deferral percentage, if recalculated after such
     distributions, would have satisfied the requirements of Section 2.


                                 SECTION 4

     The Plan Administrator shall have the responsibility of monitoring the
Plan's  compliance with the limitations of this Appendix C and  shall  have
the  power  to take all steps it deems necessary or appropriate  to  ensure
compliance,  including, without limitation, restricting  the  amount  which
Highly  Compensated  Eligible Participants can elect  to  have  contributed
pursuant  to Plan Section 3.1.  Any actions taken by the Plan Administrator
pursuant  to  this  Section  4  shall  be  pursuant  to  non-discriminatory
procedures consistently applied.

                                 SECTION 5

     In  addition to any other limitations set forth in the Plan,  Matching
Contributions  under  the  Plan and the amount  of  nondeductible  employee
contributions under the Plan, for each Plan Year must satisfy  one  of  the
following tests:

          (a)   The contribution percentage for Highly Compensated Eligible
     Participants  for  the  Plan  Year  must  not  exceed  125%   of   the
     contribution  percentage for all other Eligible Participants  for  the
     Plan Year; or
                                    89

          (b)   The contribution percentage for Highly Compensated Eligible
     Participants for the Plan Year must not exceed the lesser of (1) 200 %
     of the contribution percentage for all other Eligible Participants for
     the  Plan  Year,  and (2) the contribution percentage  for  all  other
     Eligible  Participants  for  the Plan Year  plus  two  (2)  percentage
     points.

Notwithstanding the foregoing, for purposes of this Section  5,  the  terms
Highly Compensated Eligible Participant and Eligible Participant shall  not
include  any  Participant  who  is  not  eligible  to  receive  a  Matching
Contribution under the provisions of the Plan, other than as  a  result  of
the  Participant failing to contribute to the Plan or failing  to  have  an
Elective  Deferral  contributed to the Plan on  the  Participant's  behalf.
Notwithstanding  the  foregoing, if Qualified  Matching  Contributions  are
taken into account for purposes of applying the test contained in Section 2
of this Appendix C, they shall not be taken into account under this Section
5.   In applying the above tests, the Plan Administrator shall comply  with
any  regulations promulgated by the Secretary of the Treasury which prevent
or  restrict the use of the test contained in Section 2(b) of this Appendix
C  and  the  test  contained  in Section 5(b)  of  this  Appendix  C.   The
"contribution percentage" for Highly Compensated Eligible Participants  and
for all other Eligible Participants for a Plan Year shall be the average of
the  ratios,  calculated separately for each Participant, of  (A)  to  (B),
where (A) is the amount of Matching Contributions under the Plan (excluding
Qualified Matching Contributions which are used to apply the test set forth
in Section 2 of this Appendix C or Matching Contributions which are used to
satisfy  the  minimum  required contributions to the Accounts  of  Eligible
Participants who are not Key Employees pursuant to Section 2 of Appendix  B
to  the Plan) and nondeductible employee contributions made under the  Plan
for the Eligible Participant for the Plan Year, and where (B) is the Annual
Compensation of the Eligible Participant for the Plan Year.  Except to  the
extent  limited  by  Treasury Regulation Section 1.401(m)-l(b)(5)  and  any
other  applicable regulations promulgated by the Secretary of the Treasury,
a   Plan  Sponsor  may  elect  to  treat  Deferral  Amounts  and  Qualified
Nonelective  Contributions  as  Matching  Contributions  for   purpose   of
determining  the "contribution percentage," provided the Deferral  Amounts,
excluding  those treated as Matching Contributions, satisfy  the  test  set
forth in Section 2 of Appendix C.


                                 SECTION 6

    If  either  (a) the Matching Contributions and, if taken  into  account
under  Section  5  of  this  Appendix C, the  Deferral  Amounts,  Qualified
Nonelective Contributions and/or Qualified Matching Contributions  made  on
behalf   of   Highly  Compensated  Eligible  Participants,   or   (b)   the
nondeductible  employee contributions made by Highly  Compensated  Eligible
Participants exceed the amount permitted under the "contribution percentage
test"  for  any  given Plan Year, then, before the close of the  Plan  Year
following  the Plan Year for which the Excess Aggregate Contributions  were
made, the amount of the Excess Aggregate Contributions attributable to  the
Plan  for the Plan Year under either Section (6)(a)(1) or (2), or both,  as
adjusted  to  reflect  any  income,  gain  or  loss  attributable  to  such
contributions  through  the  date the Excess  Aggregate  Contributions  are
distributed  shall be distributed or, if the Excess Aggregate Contributions
are  forfeitable,  forfeited.  The income allocable to  such  contributions
shall be determined in a similar manner as described in Section 4.2 of  the

                                     90


Plan.   As  to  any  Highly  Compensated  Employee,  any  distribution   or
forfeiture  of  his allocable portion of the Excess Aggregate Contributions
for  a  Plan  Year shall first be attributed to any nondeductible  employee
contributions  made by the Participant during the Plan Year  for  which  no
corresponding  Plan Sponsor contribution is made and then to any  remaining
nondeductible  employee  contributions made by the Participant  during  the
Plan Year and any Matching Contributions thereon.  As between the Plan  and
any  other  plan  or plans maintained by the Plan Sponsor in  which  Excess
Aggregate  Contributions for a Plan Year are held,  each  such  plan  shall
distribute or forfeit a pro-rata share of each class of contribution  based
on  the  respective amounts of a class of contribution made  to  each  plan
during  the  Plan Year.  The payment of the Excess Aggregate  Contributions
shall  be made without regard to any other provision in the Plan.   In  the
event  the multiple use of limitations contained in Sections 2(b) and  5(b)
of  this Appendix C, pursuant to Treasury Regulation section 1.401(m)-2  as
promulgated  by  the  Secretary  of  the Treasury,  requires  a  corrective
distribution,  such distribution shall be made pursuant  to  Section  3  of
Appendix C, and not this Section 6.

     For purposes of this Section 6, with respect to any Plan Year, "Excess
Aggregate Contributions" means the excess of:

            (a)  the  aggregate  amount of the Matching  Contributions  and
     nondeductible  employee contributions (and any  Qualified  Nonelective
     Contributions or Qualified Matching Contributions) and, it taken  into
     account  under  Section  5 of this Appendix C,  the  Deferral  Amounts
     actually  made  on behalf of Highly Compensated Eligible  Participants
     for the Plan Year, over
          
          (b)   the  maximum  amount of contributions permitted  under  the
     limitations  of Section 5 of this Appendix C, determined  by  reducing
     contributions   made   on  behalf  of  Highly   Compensated   Eligible
     Participants in order of their contribution percentages beginning with
     the highest of such percentages.

               The determination of the amount of Excess Aggregate Contributions
     under  this  Section 6 shall be made after (1) first  determining  the
     excess  Elective Deferrals under Section 3.1(b) of the  Plan  and  (2)
     then  determining the Excess Deferral Amounts under Section 3 of  this
     Appendix C.

            (c)   Distribution  or  forfeiture  of  nondeductible  employee
     contributions  or Matching Contributions in the amount of  the  Excess
     Aggregate  Contributions for any Plan Year shall be made with  respect
     to Highly Compensated Eligible Participants on the basis of the dollar
     amount  of  the  Excess Aggregate Contributions attributable  to  each
     Highly   Compensated  Eligible  Participant.   Forfeitures  of  Excess
     Aggregate  Contributions may not be allocated  to  Participants  whose
     contributions  are  reduced under this Section 6.   The  Plan  Sponsor
     shall  determine  the  amount of Excess Aggregate Contributions  which
     shall  be  distributed to each Highly Compensated Eligible Participant
     as follows.

                 (1)    The   Matching   Contributions  and   nondeductible
          contributions  allocated  to  the  Highly  Compensated   Eligible
          Participant  with the highest dollar amount of such contributions

                                      91  

          for  the  Plan  Year shall be reduced by the amount  required  to
          cause  that  Highly Compensated Eligible Participant's  remaining
          Matching  Contributions and nondeductible contributions  for  the
          Plan  Year to be equal to the dollar amount of such contributions
          allocated to the Highly Compensated Eligible Participant with the
          next   highest  dollar  amount  of  Matching  contributions   and
          nondeductible  contributions for the Plan Year.  This  amount  is
          then  distributed to the Highly Compensated Eligible  Participant
          with  the  highest  dollar amount of Matching  Contributions  and
          nondeductible  contributions, unless a  smaller  reduction,  when
          added to the total dollar amount already distributed pursuant  to
          this   Paragraph   (1),   equals  the  total   Excess   Aggregate
          Contributions.

                (2)  If the total amount distributed under Paragraph (1) is
          less than the total Excess Aggregate Contributions, the procedure
          in  Paragraph (1) shall be repeated until the total dollar amount
          of   Matching   Contributions  and  nondeductible   contributions
          distributed  is equal to the total Excess Aggregate Contributions
          attributable to Highly Compensated Eligible Participants.

      If a distribution of the total Excess Aggregate Contributions is made
in  accordance  with  Paragraphs (1) and (2)  of  this  Section  6(c),  the
limitations in Section 5 of this Appendix C shall be treated as  being  met
regardless  of whether the actual contribution percentage, if  recalculated
after  such distributions, would have satisfied the requirements of Section
5.


                                 SECTION 7

     Except to the extent limited by rules promulgated by the Secretary  of
the Treasury, if a Highly Compensated Eligible Participant is a participant
in  any  other  plan  of the Plan Sponsor or any Affiliate  which  includes
Matching  Contributions,  deferrals under a cash  or  deferred  arrangement
pursuant  to  Code Section 401(k), or nondeductible employee contributions,
any contributions made by or on behalf of the Participant to the other plan
shall be allocated with the same class of contributions under the Plan  for
purposes  of determining the "actual deferral percentage" and "contribution
percentage" under the Plan; provided, however, contributions that are  made
under  an  "employee  stock ownership plan" (within  the  meaning  of  Code
Section 4975(e)(7)) shall not be combined with contributions under any plan
which  is not an employee stock ownership plan (within the meaning of  Code
Section 4975(e)(7)).

     Except to the extent limited by rules promulgated by the Secretary  of
the  Treasury,  if  the  Plan and any other plans  which  include  Matching
Contributions, deferrals under a cash or deferred arrangement  pursuant  to
Code Section 401(k), or nondeductible employee contributions are considered
as  one  plan  for  purposes of Code Section 401(a)(4) and  410(b)(1),  any
contributions under the other plans shall be allocated with the same  class
of   contributions  under  the  Plan  for  purposes  of   determining   the
"contribution percentage" and "actual deferral percentage" under the  Plan;
provided,  however,  contributions that are made under an  "employee  stock
ownership  plan" (within the meaning of Code Section 4975(e)(7)) shall  not
be  combined  with contributions under any plan which is  not  an  employee
stock ownership plan (within the meaning of Code Section 4975(e)(7)).

                                    92

                                 SECTION 8

     Effective January 1, 1999, notwithstanding any other provision in this
Appendix  C  to  the contrary, the Primary Sponsor intends to  satisfy  the
requirements of Code Section 401(k)(12) with respect to contributions  made
pursuant  to  Section  3.1 by those Participants who have  completed  their
Eligibility  Service and the requirements of Code Section  401(m)(11)  with
respect to those matching contributions made pursuant to Section 3.2.


                                APPENDIX D
                                     
                     FROZEN BENEFIT DISTRIBUTION RULES
                                     
                                 SECTION 1
                                DEFINITIONS
                                     
     For  purposes of this Appendix D, the following terms shall  have  the
following meanings:

          (a)    "Annuity  Starting  Date"  means  the  date  on  which   a
     distribution  is  deemed to commence for purposes of  calculating  the
     benefit to be distributed.
     
          (b)   "Qualified Joint and Survivor Annuity" means an annuity for
     the  life of the Participant with a survivor annuity for the  life  of
     his/her  spouse which is one-half of the amount of the annuity payable
     during the joint lives of the Participant and his/her spouse and which
     is  the actuarial equivalent of a single life annuity for the life  of
     the Participant.
     
          (c)   "Preretirement Survivor Annuity" means an annuity  for  the
     life  of  the surviving spouse of a deceased Participant that  has  an
     actuarial  present value that is equal to 100% of the balance  in  the
     Participant's account as of the date of the Participant's death.
     
     For  purposes of this Appendix D, the following election  rules  shall
     apply:
     
     The  Plan  Administrator shall furnish to the  Participant  a  written
explanation of:

          (a)   the  terms and conditions of a Qualified Joint and Survivor
     Annuity and a Qualified Preretirement Survivor Annuity;
     
          (b)   the  Participant's right to make, and  the  effect  of,  an
     election  not to receive the Qualified Joint and Survivor  Annuity  or
     the Qualified Preretirement Survivor Annuity;
     
          (c)   the rights of the Participant's spouse as described  below;
     and
     
          (d)    the right to make and the effect of such an election.
     
          In  the  case  of  a  Qualified Joint and Survivor  Annuity,  the
     written explanation shall be provided to the Participant no less  than
     thirty (30) days and no more than ninety (90) days prior to the  first
     
                                   93


     date  on  which  he is entitled to commencement of payments  from  the
     Fund.  Notwithstanding the foregoing, a Participant may elect to waive
     the  requirement  that the written explanation be  provided  at  least
     thirty (30) days prior to commencement of payments, provided that  the
     first  payment from the Fund occurs more than seven (7) days from  the
     date  the explanation is received by the Participant.  In the case  of
     the  Qualified Preretirement Survivor Annuity, the written explanation
     shall  be  provided to the Participant in 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)  the  period beginning one year before and  ending  one
          year after the Employee first becomes a Participant;
          
               (iii)      the  period beginning one year before and  ending
          one year after these rules apply to the Participant; or
          
               (iv)  a  reasonable  period of time  after  separation  from
          service  in the case of a Participant who separates from  service
          before attaining age 35.
          
          The Participant may elect during the "applicable election period"
     not to Qualified Joint and Survivor Annuity or Qualified Preretirement
     Survivor  Annuity by execution and delivery to the Plan  Administrator
     of   a  form  that  purpose  by  the  Plan  Administrator.   The  term
     "applicable  election period" shall mean, with respect to a  Qualified
     Joint and Survivor Annuity, the 90-day period ending on the first date
     on  which the Participant is entitled to commencement of payment  from
     the Fund.  In the event the Participant waives the minimum thirty (30)
     day  requirement for the written explanation, the "applicable election
     period" shall not end before the period ending thirty (30)-days  after
     the Participant receives the written explanation.  Notwithstanding the
     foregoing, if the Participant receives the written explanation of  the
     Qualified Joint and Survivor Annuity and affirmatively elects  a  form
     of  distribution,  the payments from the Fund may commence  less  than
     thirty   (30)   days  after  the  Participant  receives  the   written
     explanation  provided that the Participant may revoke the  affirmative
     distribution  election until the later of the time payments  from  the
     Fund  are to begin or the expiration of the seven (7) day period which
     begins   on  the  day  after  the  Participant  receives  the  written
     explanation.   With  respect  to  a Qualified  Preretirement  Survivor
     Annuity, the "applicable election period" shall mean the period  which
     begins  on  the  first day of the Plan Year in which  the  Participant
     attains age 35 and ends on the date of the Participant's death.









                                    94

     
          In  the  case  of  a  married Participant, no election  shall  be
     effective unless:
     
               (A)   the  spouse of the Participant consents in writing  to
          the  election  and  the consent acknowledges the  effect  of  the
          election   (including,  if  applicable,  the  identity   of   any
          Beneficiary other than the Participant's spouse and the alternate
          form of payment) and is witnessed by a notary public, or
          
               (B)   it  is  established to the satisfaction  of  the  Plan
          Administrator that the consent required pursuant to  subparagraph
          (A)  above  may not be obtained because there is no  spouse,  the
          spouse  cannot  be  located, the Participant has  a  court  order
          indicating  that  he is legally separated or has  been  abandoned
          (within  the  meaning of local law) unless a  qualified  domestic
          relations order provides otherwise, or of any other circumstances
          as  permitted by regulations promulgated by the Department of the
          Treasury.  If the spouse is legally incompetent to give  consent,
          consent  by  the spouse's legal guardian shall be  deemed  to  be
          consent by the spouse.
          
          Any  consent by a spouse (or establishment that the consent of  a
     spouse  may  not be obtained) shall be effective only with respect  to
     that spouse.  If an election is made, the Participant's Account may be
     paid  in  any  alternate form of payment permitted by the  Plan.   Any
     waiver of a Qualified Preretirement Survivor Annuity made prior to the
     first  day  of the Plan Year in which the Participant attains  age  35
     shall become invalid as of the first day of the Plan Year in which the
     Participant attains age 35 and a Qualified Preretirement Annuity shall
     be  provided,  unless a new waiver is obtained.  The  Participant  may
     revoke  any election not to receive payment in the form of a Qualified
     Joint  and  Survivor  Annuity at any time  prior  to  commencement  of
     payments from the Fund, and may make a new election at any time  prior
     to the commencement of payments from the Fund
     
          If  a Participant is married and has in effect an annuity form of
     payment  for the payment of his Account and the Participant wishes  to
     obtain  a  loan from the Plan in accordance with Plan Section  5,  the
     Participant's spouse must, within the ninety (90) day period preceding
     the date the loan is made, consent to the loan and the possibility  of
     a reduction in the Participant's Account resulting in its nonpayment.
     

                                 SECTION 2
                                ARCTIC PLAN
                                     
     Except as may be required or permitted by Plan Sections 7 through  10,
effective  December 30, 1994, all distributions made to  a  Participant  or
beneficiaries  attributable to amounts transferred to this  Plan  from  the
Alaska  Fisheries  Corporation  Profit Sharing/Savings  Plan  (the  "Arctic
Plan") shall be made by the Trustee in one of the three following methods:

          (a)   Automatic  Qualified Joint and Survivor  Annuity  (or  Life
     Annuity).  A Participant who is married and begins to receive payments
     under the Plan shall receive payments in the form of a Qualified Joint
     and  Survivor Annuity, unless the Participant, with the consent of his

                                   95

     spouse,  has  properly  elected otherwise.  An  unmarried  Participant
     shall receive his benefits in the form of a life annuity, with monthly
     payments  payable  for  120 months certain and thereafter  during  his
     lifetime, unless the Participant properly elects otherwise.
     
          (b)   Automatic Preretirement Survivor Annuity.  If a Participant
     who is married and at least partially vested dies before the date upon
     which  his  retirement  benefits were to commence,  the  Participant's
     surviving spouse shall receive payments in the form of a Preretirement
     Survivor  Annuity,  unless the Participant, with the  consent  of  his
     spouse has properly elected otherwise.  The surviving spouse may elect
     to  have  such annuity distributed immediately or at a later date  not
     later  than  the date the Participant would have attained  his  Normal
     Retirement Age.
     
          (c)   In  the  event a Participant (or surviving  spouse)  elects
     pursuant to Subsections (a) or (b) above not to receive retirement  or
     death benefits in the forms described therein, such distributions  may
     be  made  by  the  Trustee as an immediate or deferred nontransferable
     annuity  providing fixed or variable income (i) for the  life  of  the
     Participant, with or without a specified period certain, or (ii)  over
     the  lives of the Participant and his designated beneficiary, with  or
     without a specified period certain.
     

                                 SECTION 3
                               CULINARY PLAN
                                     
     Except as may be required or permitted by Plan Sections 7 through  10,
effective  April  1, 1996, all distributions made to a Participant  or  his
beneficiaries  attributable to amounts transferred to this  Plan  from  the
Savings  Plan  for Employees of Culinary Foods, Inc. (the "Culinary  Plan")
shall be made by the Trustee in one of the following methods:

          (a)   Qualified-Joint and Survivor Annuity or  Life  Annuity.   A
     Participant  who is married and begins to receive payments  under  the
     Plan  shall  receive  payments in the form of a  Qualified  Joint  and
     Survivor  Annuity,  unless the Participant, with the  consent  of  his
     spouse,  has  properly  elected otherwise.  An  unmarried  Participant
     shall  receive  his  benefits in the form of a  single  life  annuity,
     unless the Participant properly elects otherwise.
     
          (b)   Preretirement  Survivor Annuity.  If a Participant  who  is
     married  dies  before  the  date upon which benefit  payments  are  to
     commence,  the Participant's surviving spouse shall receive  payments,
     commencing  immediately,  in  the form  of  a  Preretirement  Survivor
     Annuity,  unless the Participant, with the consent of his  spouse  has
     properly elected otherwise.
     
          (c)   Optional Forms.  In the event a Participant elects  not  to
     receive  benefits in the form described in Subsection (a)  above,  the
     distribution  of benefits may be made by the Trustee  in  one  of  the
     methods elected by the Participant described below:
     
               (i)  an actuarially equivalent life annuity, with or without
          payments  guaranteed  for a period of no less  than  120  monthly
          payment; or
     
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               (ii)   if   the   Participant  is  married,  an  actuarially
          equivalent  life annuity with a survivor annuity payable  to  the
          Participant's  spouse  equal to 100% or  66  and  2/3  %  of  the
          payments made to the Participant during his life.
          

                                 SECTION 4
                                HUDSON PLAN
                                     
     Except as may be required or permitted by Plan Sections 7 through  10,
effective  April  1, 1998, all distributions made to a Participant  or  his
beneficiaries  attributable to amounts transferred to this  Plan  from  the
Prior  Retirement  Account under the Hudson Foods, Inc.  401(k)  Retirement
Plan  (the  "Hudson  Plan") shall be made by the  Trustee  in  one  of  the
following methods:

          (a)   Qualified  Joint and Survivor Annuity or Life  Annuity.   A
     Participant  who is married and begins to receive payments  under  the
     Plan  shall  receive  payments in the form of a  Qualified  Joint  and
     Survivor  Annuity,  unless the Participant, with the  consent  of  his
     spouse,  has  properly  elected otherwise.  An  unmarried  Participant
     shall  receive  his  benefits in the form of a  single  life  annuity,
     unless the Participant elects properly otherwise.
     
          (b)   Preretirement  Survivor Annuity.  If a Participant  who  is
     married  dies  before  the  date upon which benefit  payments  are  to
     commence,  the Participant's surviving spouse shall receive  payments,
     commencing  immediately,  in  the form  of  a  Preretirement  Survivor
     Annuity,  unless the Participant, with the consent of his  spouse  has
     properly elected otherwise.
     
          (c)   Optional Forms.  In the event a Participant elects  not  to
     receive  benefits in the form described in Subsection (a)  above,  the
     distribution  of benefits may be made by the Trustee  in  one  of  the
     methods elected by the Participant described below:
     
               (i)  single life annuity, a single life annuity with a five-
          or ten-year certain term, or
          
               (ii)  an actuarially equivalent life annuity with a survivor
          annuity payable to the Participant's spouse equal to 100%, 66 and
          2/3%  or  50% of the payments made to the Participant during  his
          life.
          

                                 SECTION 5
                                 COBB PLAN
                                     
     Except as may be required or permitted by Plan Sections 7 through  10,
all distributions attributable to amounts transferred to this Plan from the
Member  Contribution Account and that corresponding portion of his Employer
Matching  Contribution Account under the Retirement Savings Plan  of  Cobb-
Vantress, Inc. (the "Cobb Plan") may be made by the Trustee in one  of  the
following methods:

          (a)   Qualified  Joint and Survivor Annuity or Life  Annuity.   A
     Participant  who  is married and elects to receive payments  from  the

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     Member  Contribution  Account and that corresponding  portion  of  his
     Employer Matching Contribution Account under the Cobb Plan in the form
     of  an  annuity shall receive payment in the form of a Qualified Joint
     and  Survivor Annuity, unless the Participant, with the consent of his
     spouse,  has  properly  elected otherwise.  An  unmarried  Participant
     shall  receive  his  benefits in the form of a  single  life  annuity,
     unless the Participant properly elects otherwise.
     
          (b)   Preretirement  Survivor Annuity.  If a Participant  who  is
     married  dies  before  the  date upon which benefit  payments  are  to
     commence,  the Participant's surviving spouse shall receive  payments,
     commencing  immediately,  in  the form  of  a  Preretirement  Survivor
     Annuity,  unless the surviving spouse elects to have payments commence
     at  a  later  date (but not later than the date the Participant  would
     have attained Normal Retirement Age).
     

                                 SECTION 6
                                THRIFT PLAN
                                     
     Except as may be required or permitted by Plan Sections 7 through  10,
effective  December  30, 1994, all distributions  of  any  amounts  from  a
Participant's  After-Tax  Contribution Account  and  Employer  Contribution
Account  attributable to such accounts transferred from  the  Tyson  Foods,
Inc.  Employee Retirement Income Savings Plan (the "Thrift Plan") shall  be
made by the Trustee in one of the following methods:

          (a)  Annuity Option.  A Participant shall have the right to elect
     to  receive  payment from such account in the form of a  life  annuity
     (or,  if  married,  in  the  form of a Qualified  Joint  and  Survivor
     Annuity).  The Participant (and, if married, with the consent  of  his
     spouse)  also may elect during the election period to receive payments
     from such account in the form of a straight life annuity or a straight
     life annuity with a ten-year guarantee.
     
            (b)  Preretirement Survivor Annuity.  If a Participant  who  is
     married  dies before the date upon which his retirement benefits  were
     to commence, such Participant's surviving, spouse shall have the right
     to  elect  to  receive payment from such account  in  the  form  of  a
     Preretirement Survivor Annuity.  The spouse also may properly elect to
     receive  payments  from such account in the form of  a  straight  life
     annuity  or  a  straight life annuity with a ten-year guarantee.   The
     surviving   spouse   may  elect  to  have  such  annuity   distributed
     immediately or at a later date not later than the date the Participant
     would have attained Normal Retirement Age.
     












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