Employees' Retirement Plan - Holiday Rambler Corp.

                           HOLIDAY RAMBLER CORPORATION
                           EMPLOYEES' RETIREMENT PLAN

                AS AMENDED AND RESTATED EFFECTIVE JANUARY 1, 1989

                                    RECITALS

   A.   Effective as of January 1, 1984, Holiday Rambler Corporation (the
        "Employer") established a profit sharing plan known as the Holiday
        Rambler Corporation Employees' Retirement Plan to provide financial
        benefits to the Employer's eligible employees upon retirement and to
        their dependents and beneficiaries in the event of death or
        disability.

   B.   The following instrument is intended to amend and restate the Plan.

   C.   Society National Bank, Indiana, Elkhart, Indiana (the "Trustee") is
        the Trustee of the Plan.

   D.   The Plan, as amended and restated, is designed to meet the
        requirements of the relevant provisions of federal law governing
        defined contribution retirement plans including, but not limited to,
        the Internal Revenue Code of 1986 (Code) and the Employee Retirement
        Security Act of 1974 (ERISA).

   E.   The provisions of this Plan shall apply only to an Employee whose
        employment is terminated on or after January 1, 1989, which is the
        date that this amended Plan becomes operative.

                              TERMS AND CONDITIONS

                                    ARTICLE I

                            Eligibility Requirements

   1.01      Required Age and Service.

             (a)  Plan Years Prior To January 1, 1990.  For Plan Years
                  beginning prior to January 1, 1990, an Employee, unless
                  such Employee irrevocably elects in writing not to become a
                  Participant pursuant to Section 1.04, shall become a
                  Participant as of the January 1st following the date on
                  which the Employee first completes the following
                  eligibility requirements if the Employee is still employed
                  on such entry date:

                  (1)  Attainment of age 18; and 

                  (2)  Completion of 250 Hours of Service within any three
                       (3) consecutive month period within the same Plan Year

             (b)  Plan Years After December 31, 1989 But Prior To January 1,
                  1992.  For Plan Years beginning after December 31, 1989, an
                  Employee, unless such Employee irrevocably elects in
                  writing not to become a Participant pursuant to Section
                  1.04, shall become a Participant as of the January 1 or
                  July 1 following the date on which the Employee first
                  completes the following eligibility requirements if the
                  Employee is still employed on such entry date:

                  (1)  Attainment of age 18; and

                  (2)  Completion of one (1) Year of Service.

             (c)  Plan Years After December 31, 1991.  For Plan Years
                  beginning after December 31, 1991, an Employee, unless such
                  Employee irrevocably elects in writing not to become a
                  Participant pursuant to Section 1.04, shall become a
                  Participant as of the January 1 or July 1 following the
                  date on which the Employee first completes the following
                  eligibility requirements: 

                  (1)  Attainment of age 18; and

                  (2)  Completion of 500 Hours of Service within a six (6)
                       consecutive month period of employment with the
                       Employer.

   1.02      Plan Information.  The Plan Administrator shall make available
             to all Participants relevant information concerning their rights
             under this Plan.

   1.03      Participant Cooperation.  Each Participant agrees to:

             (a)  look solely to the assets of the Plan for the payment of
                  any benefits to which such Participant is entitled unless
                  otherwise provided by law; and

             (b)  execute and complete such applications or other forms
                  required by the Trustee.

   1.04      Election Not to Participate.  An Employee may make an
             irrevocable election not to participate in the Plan upon the
             Employee's commencement of employment or upon the Employee's
             first becoming eligible to participate in the Plan.  The
             Employee's election not to participate shall be in writing and
             shall specify whether the election is full or partial.  A
             partial election is an election to have a specified percentage
             or amount of compensation contributed by the Employer to the
             Plan during the duration of the Employee's employment.  Nothing
             in this Section 1.04 shall be interpreted to preclude alteration
             in a Participant's Elective Deferrals pursuant to Section 2.02.

   1.05      Rehired Participant.  A former Participant whose employment with
             the Employer was terminated for any reason and who is rehired by
             the Employer shall re-enter the Plan as a Participant as of the
             first day of any calendar quarter following the date on which he
             is rehired unless he elects in writing not to become a
             Participant pursuant to the provisions of Section 1.04.

   1.06      Transfers.

             (a)  Eligible to Ineligible Status.  If a Participant is
                  transferred from a class of Employees eligible to
                  participate in the Plan to a class of Employees ineligible
                  to so participate, such transferred Participant shall be
                  suspended from participation in the Plan.  Suspension shall
                  mean that such Participant does not share in the allocation
                  of any Employer Contributions or forfeitures for the
                  portion of the Plan Year or Plan Years that the Participant
                  is a member of an ineligible class of Employees.  A
                  suspended Participant shall, however, continue to receive
                  credit for Years of Vesting Service for service with the
                  Employer as a member of an ineligible class of Employees. 
                  A suspended Participant's Account shall continue to be
                  adjusted for changes in market value pursuant to Section
                  2.06.  Distribution of the Participant's Account shall be
                  made upon the Participant's termination of employment with
                  the Employer.  If the suspended Participant is ever
                  transferred back to a class of Employees eligible to
                  participate in the Plan, the Participant shall immediately
                  recommence full participation in the Plan upon the date of
                  such transfer.

             (b)  Ineligible to Eligible Status. If an Employee of the
                  Employer is transferred from a class of Employees not
                  eligible to participate in this Plan to a class of
                  Employees eligible to participate in this Plan, such
                  Employee's period of employment with the Employer shall be
                  counted for vesting and eligibility purposes.  After such
                  an Employee becomes a Participant, such Employee's rights
                  to an allocation of Employer Contributions and forfeitures
                  will be determined under the provisions of Section 2.03 and
                  will be based only on Compensation earned while in an
                  eligible class of Employees.

                                   ARTICLE II

                          Contributions and Adjustments
                                   to Accounts

   2.01      Kinds of Contributions.  The Plan permits the following five (5)
             kinds of contributions:

             (a)  Elective Deferral Contributions as explained in Section
                  2.02(a);

             (b)  Qualified Matching Contributions as explained in Section
                  2.02(e);

             (c)  Qualified Nonelective Contributions as explained in Section
                  2.02(e);

             (d)  Nondiscretionary Employer Matching Contributions as
                  explained in Section 2.03(a); and

             (e)  Discretionary Employer Matching Contribution as explained
                  in Section 2.03(b).

             The Trustee shall establish Accounts for each Participant.  Each
             Participant's Account shall reflect and account for the five (5)
             different kinds of contributions which may be made under the
             Plan.  The maintenance of Accounts is only for accounting
             purposes and segregation of the assets of the Plan to such
             Accounts shall not be required.

   2.02       Elective Deferrals.

             (a)  Amount.  Each Plan Year a Participant may choose to enter
                  into a written salary reduction agreement with the
                  Employer.  This agreement will apply to all payroll periods
                  within the Plan Year.  The terms of the salary reduction
                  agreement shall provide that the Participant agrees to
                  accept a reduction in a salary from the Employer equal to
                  any whole percentage of his Compensation for the Plan Year
                  not less than one percent (1%) nor more than sixteen
                  percent (16%) of such Compensation.  In addition, no
                  Participant shall be permitted to have any Elective
                  Deferrals made under the Plan during any calendar year in
                  excess of the dollar limitation contained in Code Section
                  402(g) in effect at the beginning of such calendar year. 
                  The Employer shall contribute the Participant's Elective
                  Deferrals to the Plan for each Plan Year. A Participant
                  shall at all times have a 100 percent Vested Interest in
                  his Elective Deferrals, Qualified Nonelective
                  Contributions, and Qualified Matching Contributions and any
                  earnings on them.

             (b)  Deadline for Election.   Each Participant who decides to
                  enter into a salary reduction arrangement must sign and
                  file with the Plan Administrator a written salary reduction
                  agreement on forms provided by the Plan Administrator.  The
                  written agreement must be filed at least 14 days prior to
                  the change date for which it is to become effective.  A
                  Participant may alter the percentage of his Elective
                  Deferrals on the change dates of January 1, April 1, July
                  1, or October 1.  Except as provided in Section 2.02(c),
                  the salary reduction agreement may not otherwise be changed
                  without the written consent of the Plan Administrator.

             (c)  Discontinuance of Elective Deferrals.   A Partici-  pant
                  may elect at any time to discontinue his salary reduction
                  agreement for a Plan Year by filing a written notice of
                  discontinuance with the  Plan Administrator on forms
                  provided by the Plan Administrator.  The discontinuance
                  shall be effective for the first payroll period occurring
                  on or after the date that the election is received by the
                  Plan Administrator.  A Participant who has discontinued his
                  salary reduction agreement for a Plan Year shall not be
                  permitted to enter into a new salary reduction agreement
                  until a change date specified in Section 2.02(b).

                  Effective January 1, 1994, a Participant whose employment
                  is terminated with the Employer shall be considered to have
                  automatically elected to discontinue his salary reduction
                  agreement as of the date that the termination becomes
                  effective.  Compensation paid by the Employer to such
                  Participant after such effective date of termination shall
                  not be subject to any salary reduction.

             (d)  ADP Tests.     The Plan Administrator or the Employer may
                  amend or revoke a salary reduction agreement with any
                  Participant at any time if either the Plan Administrator or
                  the Employer determines that such revocation or amendment
                  is necessary to prevent a Participant's annual addition
                  from exceeding permissible limits or to meet at least one
                  of the following discrimination tests of Section 401(k) of
                  the Code:

                  (1)  1.25 Test.     The Actual Deferral Percentage ("ADP")
                       for Participants who are Highly Compensated Employees
                       for the Plan Year shall not exceed the ADP for
                       Participants who are Nonhighly Compensated Employees
                       for the Plan Year multiplied by 1.25; or

                  (2)  200% Test.     The ADP for Participants who are Highly
                       Compensated Employees for the Plan Year shall not
                       exceed the ADP for Participants who are Nonhighly
                       Compensated Employees for the Plan Year multiplied by
                       2, provided that the ADP for Participants who are
                       Highly Compensated Employees does not exceed the ADP
                       for Participants who are Nonhighly Compensated
                       Employees by more than two (2) percentage points.

                  (3)  Special Rules:

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

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

                     (iii)  For purposes of determining the ADP of a
                            Participant who is a 5-percent owner or one of
                            the ten most highly paid Highly Compensated
                            Employees, the Elective Deferrals (and Qualified
                            Nonelective Contributions or Qualified Matching
                            Contributions, or both, if treated as Elective
                            Deferrals for purposes of the ADP test) and
                            Compensation of such Participant shall include
                            the Elective Deferrals (and, if applicable,
                            Qualified Nonelective Contributions and Qualified
                            Matching Contributions, or both) and Compensation
                            for the Plan Year of Family Members.  Family
                            Members with respect to such Highly Compensated
                            Employee shall be disregarded as separate
                            employees in determining the ADP both for
                            Participants who are Nonhighly Compensated
                            Employees and for Participants who are Highly
                            Compensated Employees.

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

                       (v)  The Employer shall maintain records sufficient to
                            demonstrate satisfaction of the ADP test and the
                            amount of Qualified Nonelective Contributions or
                            Qualified Matching Contributions, or both, used
                            in such test.

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

             (e)  Qualified Nonelective and Qualified Matching
                  Contributions. The Employer may elect to make Qualified
                  Nonelective Contributions or Qualified Matching
                  Contributions, or both, to the extent necessary to meet the
                  ADP test or the ACP Test, or both, pursuant to regulations
                  under the Code.  Subject to such other requirements as may
                  be prescribed by the Secretary of the Treasury, the amount
                  of such contributions taken into account as Elective
                  Deferrals shall be only those amounts necessary to meet the
                  ADP tests set forth in Section 2.02(d).

             (f)  Excess Elective Deferrals.    A Participant may assign to
                  the Plan any Excess Elective Deferrals made during the
                  Participant's taxable year by notifying the Plan
                  Administrator on or before the March 1st following the
                  close of such taxable year of the amount of the Excess
                  Elective Deferrals to be assigned to the Plan.  A
                  Participant is deemed to notify the Plan Administrator of
                  any Excess Elective Deferrals that arise by taking into
                  account only those Elective Deferrals made to this Plan and
                  any other plans of the Employer.  Excess Elective
                  Deferrals, plus any income and minus any loss allocable
                  thereto shall be distributed no later than April 15 to any
                  Participant to whose Account Excess Elective Deferrals were
                  assigned for the preceding year and who claims Excess
                  Elective Deferrals for such taxable year.
                  Excess Elective Deferrals shall be adjusted for any income
                  or loss up to the date of distribution.  The income or loss
                  allocable to the Excess Elective Deferrals is the sum of:

                  (1)  income or loss allocable to the Participant's Elective
                       Deferral account for the taxable year multiplied by a
                       fraction.  The numerator of the fraction is such
                       Participant's Excess Elective Deferrals for the year
                       and the denominator is the Participant's account
                       balance attributable to Elective Deferrals without
                       regard to any income or loss occurring during such
                       taxable year; and

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

             (g)  Excess Contributions.    Excess Contributions, plus any
                  income and minus any loss allocable to them shall be
                  distributed no later than the last day of each Plan Year to
                  Participants to whose accounts such Excess Contributions
                  were allocated for the preceding Plan Year. If such excess
                  amounts are not distributed within 2-1/2 months after the last
                  day of the Plan Year in which such excess amounts arose, a
                  ten percent (10%) excise tax will be imposed on the
                  Employer maintaining the Plan with respect to such amounts. 
                  Such distributions shall be made to Highly Compensated
                  Employees on the basis of the respective portions of the
                  Excess Contributions attributable to each of such
                  Employees.  Excess Contributions of Participants who are
                  subject to the Family Member aggregation rules of Code
                  Section 414(q)(6) shall be allocated among the Family
                  Members in proportion to the Elective Deferrals (and
                  amounts treated as Elective Deferrals) of each Family
                  Member that is combined to determine the combined ADP.  The
                  following shall also apply:

                  (1)  Annual Addition.    Excess Contributions (including
                       the amounts recharacterized) shall be treated as
                       annual additions under the Plan.

                  (2)  Determination of Income or Loss.   Excess
                       contributions shall be adjusted for any income or loss
                       up to the date of distribution.  The income or loss
                       allocable to Excess Contributions is the sum of: (i)
                       income or loss allocable to the Participant's Elective
                       Deferral account (and, if applicable, the Qualified
                       Nonelective Contribution account or the Qualified
                       Matching Contributions account or both) for the Plan
                       Year multiplied by a fraction.  The numerator of such
                       fraction is such Participant's Excess Contributions
                       for the year and the denominator is the Participant's
                       account balance attributable to Elective Deferrals
                       (and Qualified Nonelective Contributions or Qualified
                       Matching Contributions, or both, if any of such
                       contributions are included in the ADP test) without
                       regard to any income or loss occurring during such
                       Plan Year; and (ii) ten percent (10%) of the amount
                       determined under (i) multiplied by the number of whole
                       calendar months between the end the Plan Year and the
                       date of distribution, counting the month of
                       distribution if distribution occurs after the 15th of
                       such month.

                  (3)  Accounting for Excess Contributions.  Excess
                       Contributions shall be distributed from the
                       Participant's Elective Deferral account and Qualified
                       Matching Contribution account (if applicable) in
                       proportion to the Participant's Elective Deferrals and
                       Qualified Matching Contributions (to the extent used
                       in the ADP test) for the Plan Year.  Excess
                       Contributions shall be distributed from the
                       Participant's Qualified Nonelective Contribution
                       account only to the extent that such Excess
                       Contributions exceed the balance in the Participant's
                       Elective Deferral account and Qualified Matching
                       Contribution account.

             (h)  Excess Aggregate Contributions:

                  (1)  General.  Notwithstanding any other provisions of this
                       Plan, Excess Aggregate Contributions, plus any income
                       and minus any loss allocable thereto, shall be
                       forfeited, if forfeitable, or if not forfeitable,
                       distributed no later than the last day of each Plan
                       Year to Participants to whose accounts such Excess
                       Aggregate Contributions were allocated for the
                       preceding Plan Year.  Excess Aggregate Contributions
                       of Participants who are subject to the Family Member
                       aggregation rules of Section 414(q)(6) of the Code
                       shall be allocated among the Family Members in
                       proportion to the Matching Contributions (or amounts
                       treated as Matching Contributions) of each Family
                       Member that is combined to determine the combined ACP. 
                       If such Excess Aggregate Contributions are distributed
                       more than 2-1/2 months after the last day of the Plan
                       Year in which such excess amounts arose, a ten percent
                       (10%) excise tax will be imposed on the Employer
                       maintaining the plan with respect to those amounts. 
                       Excess Aggregate Contributions shall be treated as
                       annual additions under the Plan.

                  (2)  Determination of Income or Loss.   Excess Aggregate
                       Contributions shall be adjusted for any income or loss
                       up to the date of distribution.  The income or loss
                       allocable to Excess Aggregate Contributions is the sum
                       of: (i) income or loss allocable to the Participant's
                       Matching Contribution account (if any, and if all
                       amounts therein are not used in the ADP test) and, if
                       applicable, Qualified Nonelective Contribution account
                       and Elective Deferral account for the Plan Year
                       multiplied by a fraction.  The numerator of such
                       fraction is such Participant's Excess Aggregate
                       Contributions for the year and the denominator is the
                       Participant's Account balance(s) attributable to
                       Contribution Percentage Amounts without regard to any
                       income or loss occurring during such Plan Year; and
                       (ii) ten percent (10%) of the amount determined under
                       (i) multiplied by the number of whole calendar months
                       between the end of the Plan Year and the date of
                       distribution, counting the month of distribution if
                       distribution occurs after the 15th of such month.

                  (3)  Forfeitures of Excess Aggregate Contributions. 
                       Forfeitures of Excess Aggregate Contributions shall be
                       reallocated to the accounts of Nonhighly Compensated
                       Employees pursuant to the provisions of Section 2.05.

                  (4)  Accounting for Excess Aggregate
                       Contributions. Excess Aggregate Contributions shall be
                       forfeited, if forfeitable or distributed on a pro rata
                       basis from Participant's Matching Contribution
                       account, and Qualified Matching Contribution account
                       (and, if applicable, the Participant's Qualified
                       Nonelective Contribution account or Elective Deferral
                       account, or both).

             (i)  Permissible Distributions.  The Participant's Account
                  consisting of Elective Deferrals, Qualified Matching
                  Contributions, and Qualified Nonelective Employer
                  Contributions and earnings on such amounts may be
                  distributed after the Participant's attainment of age 59-1/2,
                  death, becoming Disabled or separation from service.  The
                  Participant's Account shall be distributed in accordance
                  with Articles III, IV and V.  Such amounts may also be
                  distributed upon the occurrence of any of the following
                  events:

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

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

                  (3)  Disposition of Subsidiary.    The disposition by the
                       Employer to an unrelated entity of such corporation's
                       interest in a subsidiary (within the meaning of
                       Section 409(d)(3) of the Code) if such corporation
                       continues to maintain this Plan, but only with respect
                       to employees who continue employment with such
                       subsidiary.

                  (4)  Hardship. The hardship of the Participant as described
                       in Section 3.05.

                  All distributions that may be made pursuant to one or more
                  of the foregoing distributable events are subject to the
                  spousal and participant consent requirements (if
                  applicable) contained in Sections 411(a)(11) and 417 of the
                  Code.  In addition, distributions after March 31, 1988,
                  that are triggered by paragraphs (1), (2), or (3) above
                  must be made in a lump sum.

   2.03      Employer Contributions.

             For each Plan Year the Employer shall make the Employer
             Contributions described in Section 2.03(a) and may make the
             Employer Contributions described in Section 2.03(b):

             (a)  Matching Employer Contribution.

                  (1)  General.  For each Plan Year during which the Employer
                       does not have negative retained earnings, the Employer
                       shall make a Matching Employer Contribution on or
                       before the time for filing the Employer's tax return
                       for such Plan Year.  The amount of any such Matching
                       Employer Contribution shall be equal to one hundred
                       percent (100%) of the first three percent (3%) of
                       Compensation deferred by Qualifying Participants who
                       made Elective Deferrals under the salary reduction
                       agreements described in Section 2.02 for the Plan
                       Year.  The amount shall be calculated before
                       contributions to the Plan and prior to deductions for
                       taxes on income.  Calculation shall be done in
                       accordance with generally accepted accounting
                       principles.  Any Matching Employer Contributions must
                       meet the nondiscrimination requirements of Code
                       Section 401(a)(4) and the Average Contribution
                       Percentage (ACP) test of Code Section 401(m).

                       The ACP for Participants who are Highly Compensated
                       Employees for each Plan Year and the ACP for
                       Participants who are Non-Highly Compensated Employees
                       for the same Plan Year must satisfy one of the
                       following tests:

                       (i)  The ACP for Participants who are Highly
                            Compensated Employees for the Plan Year shall not
                            exceed the ACP for Participants who are

                            Non-highly Compensated Employees for the same
                            Plan Year multiplied by 1.25; or

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

                  (2)  Special Rules. The following special rules shall
                       apply:

                       (i)  If the sum of the ADP and ACP of those Highly
                            Compensated Employees subject to either or both
                            tests under this Plan exceeds the Aggregate
                            Limit, then the ACP of those Highly Compensated
                            Employees will be reduced (beginning with such
                            Highly Compensated Employee whose ACP is the
                            highest) so that the limit is not exceeded.  The
                            amount by which each Highly Compensated
                            Employee's Contribution Percentage Amounts is
                            reduced shall be treated as an Excess Aggregate
                            Contribution.  The ADP and ACP of the Highly
                            Compensated Employees are determined after any
                            corrections required to meet the ADP and ACP
                            tests.  Multiple use does not occur if both the
                            ADP and ACP of the Highly Compensated Employees
                            does not exceed 1.25 multiplied by the ADP and
                            ACP of the Non-highly Compensated Employees.

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

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

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

                       (v)  For purposes of determining the Contribution
                            Percentage test, Matching Contributions and
                            Qualified Nonelective Contributions will be
                            considered made for a Plan Year if made no later
                            than the end of a twelve-month period beginning
                            on the day after the close of the Plan Year.

                       (vi) The Employer shall maintain records sufficient to
                            demonstrate satisfaction of the ACP test and the
                            amount of Qualified Nonelective Contributions or
                            Qualified matching Contributions, or both, used
                            in such test.

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

             (b)  Discretionary Matching Contributions.

                  (1)  In addition to the Matching Employer Contribution for
                       a Plan Year set forth in Section 2.02(a), for each
                       Plan Year in which the Employer has a Net Profit, the
                       Employer, in its sole discretion, may make a
                       discretionary Matching Contribution by increasing the
                       percentage of its Matching Employer Contribution on
                       the first three percent (3%) of Compensation deferred
                       by Qualifying Participants who made Elective Deferrals
                       under the salary reduction agreements described in
                       Section 2.02 for the Plan Year.

                  (2)  For each Plan Year in which the Employer has negative
                       retained earnings, the Employer may, in its sole
                       discretion, make a Matching Employer Contribution to
                       Qualifying Participants who made Elective Deferrals
                       under the salary reduction agreements described in
                       Section 2.02 for the Plan Year in such amounts as the
                       Employer shall determine.

             (c)  Special Allocation Rules.

                  (1)  For allocation purposes, a Qualifying Participant is a
                       Participant who:

                       (i)  is an Employee of the Employer on the last day of
                            the Plan Year,

                      (ii)  has died during the Plan Year,  

                     (iii)  became Disabled during the Plan Year, 

                      (iv)  terminated employment with the Employer during
                            the Plan Year after attainment of Normal
                            Retirement Age, or

                       (v)  terminated employment with the Employer during
                            the Plan Year due to the sale by the Employer to
                            an entity that is not an Affiliated Employer of a
                            subsidiary or unincorporated division whose
                            employees were Participants in the Plan prior to
                            such sale.

                  (2)  The provisions of this paragraph shall be effective
                       for a Plan Year if, but for the application of this
                       paragraph, the Plan would fail to satisfy the coverage
                       rules of either Code Section 401(a)(26) or Code
                       Section 410(b) for the Plan Year.  In such event, the
                       requirements that a Participant must be an be employed
                       by the Employer on the last day of the Plan Year in
                       order to receive an allocation shall be disregarded by
                       allocating Employer Contributions to Participants who
                       would otherwise be excluded on the following basis:

                       (i)  First, an allocation of the Employer
                            Contributions shall be made to the Accounts of
                            certain Participants who were not Highly
                            Compensated Employees and who were employed by
                            the Employer on the last day of the Plan Year. 
                            The allocation shall be made to such Participants
                            one at a time in order, according to the number
                            of Hours of Service credited to such Participants
                            during the Plan Year, beginning with the
                            Participant credited with the largest number of
                            Hours of Service for the Plan Year.  The
                            allocation shall continue until the coverage
                            rules are satisfied or until all such
                            Participants have received an allocation,
                            whichever occurs first.

                       (ii) If the Plan fails to satisfy the coverage rules
                            for a Plan Year after the application of the
                            preceding subparagraph, then an allocation of the
                            Employer Contributions shall be made to the
                            Accounts of certain Participants who were
                            Employees during the Plan Year but who were not
                            employed by the Employer on the last day of the
                            Plan Year.  The allocation shall be made one at a
                            time in the same order and manner described in
                            the preceding subparagraph. 

                  (3)  A Participant whose employment is terminated with the
                       Employer shall be considered to have automatically
                       elected to discontinue his salary reduction agreement
                       as of the date that the termination becomes effective. 
                       Compensation paid by the Employer to such Participant
                       after such effective date of termination shall not be
                       subject to any salary reduction.  

             (d)  Maximum Amount of Employer Contributions.  For purposes of
                  determining the maximum amount which may be contributed for
                  a Plan Year, both the Elective Deferrals permitted by
                  Section 2.02(a) and the Employer Contributions permitted by
                  Section 2.02 and this Section 2.03 shall be considered
                  together.  In no event, however, shall the Employer
                  contribute more than the maximum amount for such Plan Year
                  which may be contributed on a deductible basis for federal
                  income tax purposes including any deductible amounts which
                  may be carried forward or backward under the applicable
                  provisions of the Code.  Contributions for each Plan Year
                  shall be paid not later than the latest permissible date
                  for the making of such contributions on a deductible basis
                  for such Plan Year for federal income and excess profits
                  tax purposes as may be prescribed from time to time by the
                  applicable provisions of the Code.  Except as otherwise
                  specified, the Employer shall make all contributions to the
                  Plan without regard to current or accumulated earnings and
                  profits for the taxable year or years ending with or within
                  such Plan Year.  Notwithstanding the foregoing, the Plan
                  shall continue to be designed to qualify as a profit
                  sharing plan for purposes of Code Sections 401(a), 402, 412
                  and 417.  The Employer's determination of its contributions
                  shall be binding on all Participants, the Trustee and the
                  Administrator.  The Trustee shall have no right or duty to
                  inquire into the amount of the Employer Contributions or
                  the method used in determining the amount of such
                  contribution but shall be accountable only for the funds
                  actually received by it.

   2.04      Employee Contributions.  No voluntary contributions by
             Participants shall be permitted other than Elective
             Deferrals.

   2.05      Forfeitures.   Any forfeitures allocable for a Plan Year shall
             first be used to satisfy the amount of any Employer Matching
             Contributions for such Plan Year or for future Plan Years.

   2.06      Adjustment of Accounts.

             (a)  General.  As of the end of each Plan Year, or more
                  frequently as determined by the Plan Administrator, the
                  Trustee shall adjust the net credit balances in the
                  Accounts of Participants in the Trust, upward or downwards
                  pro rata, so that the aggregate of such net credit balances
                  will equal the net worth of the trust fund as of the
                  valuation date, using fair market values as determined by
                  the Trustee and reported to the Plan Administrator, after
                  such net worth has been reduced by any expenses,
                  withdrawals, distributions and transfers chargeable to the
                  Trust which have been incurred but not yet paid.  All
                  determinations made by the Trustee with respect to fair
                  market values and net worth shall be made in accordance
                  with generally accepted principles of trust accounting and
                  such determinations when so made by the Trustee and any
                  determinations by the Plan Administrator based on them
                  shall be conclusive and binding upon all persons having an
                  interest under the Plan.  If fair market value is not
                  available for certain assets, the Trustee shall use fair
                  appraised value or such other valuation which, in the
                  opinion of the Trustee, best reflects the value of such
                  Plan assets.

             (b)  Special Valuations.

                  (1)  If any of the assets of the Plan are invested with an
                       insurance company or other investment manager, such
                       investment manager shall render an accounting with
                       respect to such Plan assets.  Such accounting shall be
                       delivered to the Trustee and the Plan Administrator as
                       soon as feasible after the valuation date or dates
                       established by the Plan Administrator.  The accounting
                       shall include complete information about all amounts
                       for which such investment manager is responsible.

                  (2)  If the Plan Participants are directing the investment
                       of all or a portion of their Accounts, the Trustee
                       shall allocate earnings and losses for the directed
                       portion of each Participant's Account based on those
                       investments selected by each Plan Participant.  

   2.07      Limitations on Annual Addition to Account.   The following rules
             shall apply concerning the maximum amount which may be allocated
             to a Participant under the Plan:

             (a)  For purposes of the plan, "Annual Addition" shall mean the
                  sum of the following amounts allocated to a Participant's
                  Account for the Limitation Year:

                  (1)  Employer contributions,

                  (2)  Employee contributions,

                  (3)  Forfeitures, and

                  (4)  Amounts allocated, after March 31, 1984, to an
                       individual medical account, as defined in Section
                       415(l)(2) of the Code, which is part of a pension or
                       annuity plan maintained by the Employer and amounts
                       derived from contributions paid or accrued after
                       December 31, 1985, in taxable years ending after such
                       date, which are attributable to post-retirement
                       medical benefits, allocated to the separate account of
                       a key employee, as defined in Section 419A(d)(3) of
                       the Code, under a welfare benefit fund, as defined in
                       Section 419(e) of the Code, maintained by the
                       Employer.

             (b)  The maximum Annual Addition that may be contributed or
                  allocated to a Participant's account under the Plan for any
                  Limitation Year shall not exceed the lesser of:

                  (1)  the Defined Contribution Dollar Limitation, or

                  (2)  25 percent of the Participant's compensation, within
                       the meaning of Section 415(c)(3) of the Code for the
                       Limitation Year.

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

             (d)  For purposes of Section 2.07(b), "Defined Contribution
                  Dollar Limitation" shall mean $30,000 or, if greater, one-
                  fourth (1/4) of the defined benefit dollar limitation set
                  forth in Code Section 415(b)(1) as in effect for the
                  Limitation Year.

             (e)  If, due to reasonable error in estimating a Participant's
                  annual compensation, or due to the allocation of
                  forfeitures or under such other limited facts and
                  circumstances which the Commissioner of Internal Revenue
                  finds justify the availability of relief, any annual
                  addition in excess of the limitations set forth in this
                  Section 2.07 will be disposed of as follows:

                  (1)  Any Elective Deferrals made by the Participant will be
                       returned to the Participant as permitted by Treas.
                       Reg. Section 1.415-6(b)(6)(iv).

                  (2)  If after the application of paragraph (1) an excess
                       amount still exists and the Participant is covered by
                       the Plan at the end of the Limitation Year, the excess
                       amount in the Participant's Account will be used to
                       reduce Employer Contributions (including any
                       allocation of forfeitures) for such Participant in the
                       next Limitation Year, and each succeeding Limitation
                       Year if necessary.

                  (3)  If after the application of paragraph (2) an excess
                       amount still exists and the Participant is not covered
                       by the Plan at the end of the Limitation Year, the
                       excess amount will be held unallocated in a suspense
                       account.  The suspense account will be applied to
                       reduce future Employer Contributions for all remaining
                       Participants in the next Limitation Year, and each
                       succeeding Limitation Year if necessary.

                  (4)  If a suspense account is in existence at any time
                       during a Limitation Year pursuant to this Section, it
                       will not participate in the allocation of the Plan's
                       investment gains and losses.  If a suspense account is
                       in existence at any time during a particular
                       Limitation Year, all amounts in the suspense account
                       must be allocated and reallocated to Participants'
                       Accounts before any Employer Contributions may be made
                       to the Plan for the Limitation Year.  Excess amounts
                       may not be distributed to Participants or former
                       Participants. 

                                   ARTICLE III

                  Retirement, Disability and Hardship Benefits

   3.01      Retirement and Disability Distributions.     A Participant shall
             be entitled to distribution of his Account upon the occurrence
             of any one of the following events:

             (a)  Retirement from the service of the Employer after
                  attainment of Normal Retirement Age.

             (b)  Retirement from the service of the Employer as a result of
                  becoming Disabled.

             The amount of the Account to be distributed to the Participant
             shall be determined as of the day of the Plan Year immediately
             preceding the date the distribution is scheduled to take place.
             The amount of the distribution shall not be entitled to any
             share of the earnings of the Plan or interest from the period
             between such valuation date and the date of distribution. 
             However, the amount of the distribution shall include any
             Elective Deferrals made by the Participant between the valuation
             date and the date of distribution.  A Participant's right to his
             Account shall be nonforfeitable within the meaning of Code
             Section 411(a)(1) upon either attaining Normal Retirement Age
             while in the service of the Employer or becoming Disabled while
             in the service of the Employer.

   3.02      Form of Benefit Payment. The Account shall be paid to the
             Participant in one of the following forms as the Participant
             shall select:

             (a)  A single sum, or

             (b)  Equal monthly, quarterly, semi-annual, or annual
                  installments from the Plan.
     
             (c)  Direct transfer of the Participant's Account by the Trustee
                  to the trustee of another retirement plan which is
                  qualified to receive such a transfer under the relevant
                  provisions of the Code or a Direct Rollover pursuant to the
                  provisions of Article VI.
    
             If the Participant's Account has investments acquired by the
             Plan pursuant to the Participant's exercise of a power of
             self-direction, the distribution to the Participant of his
             vested Account shall include all such investments or the net
             proceeds of such investments.

   3.03      Commencement of Benefits.  Unless the Participant otherwise
             elects by submitting to the Plan Administrator a written
             statement, signed by the Participant which describes the benefit
             and a later date on which the payment of such benefits shall
             commence, payment of benefits shall begin no later than the one
             hundred twentieth (120th) day after the close of the Plan Year
             in which the Participant becomes entitled to distribution of
             benefits under Section 3.01.  There are four exceptions to this
             rule:

             (a)  If the Plan Administrator has been unable to locate the
                  Participant after making reasonable efforts to do so, to
                  the extent not prohibited by the Code or ERISA and valid
                  regulations thereunder, the beginning of such distribution
                  may be delayed until 60 days after such Participant has
                  been located.  Such distribution will be retroactive to 60
                  days after the end of the Plan Year in which retirement or
                  disability occurs.  No interest or allocation of earnings
                  shall be due to a Participant for the period commencing on
                  the valuation date described in Section 3.01 and ending on
                  the date the distribution is made.

             (b)  If a Participant has not been located within seven (7)
                  years from the date that such Participant's benefits under
                  this Plan first become payable, the Participant's Account
                  shall be deemed abandoned and shall be used to reduce
                  future Employer Contributions to the Plan.  If at any time
                  a Participant whose Account was deemed abandoned and so
                  used is located, the Employer shall restore the amount of
                  such Account to the Trustee for distribution to the
                  Participant.  The Participant shall not be entitled to any
                  interest or allocation of earnings on such amount from the
                  date of abandonment to the date of distribution.

             (c)  The Participant may elect to receive a distribution of the
                  Participant's Account at any time after the Participant's
                  termination of employment with the Employer. If the value
                  of a Participant's vested Account balance derived from
                  Employer and Employee Contributions either exceeds
                  $3,500.00 as of the day of the Plan Year on which the
                  Participant's service terminated or at the time of any
                  prior distribution exceeded $3,500.00, and the Account
                  balance is immediately distributable, the Participant must
                  consent to any distribution of such Account balance.  An
                  Account Balance is immediately distributable if any part of
                  the Account Balance could be distributed to the Participant
                  before the Participant attains or would have attained the
                  later of Normal Retirement Age or age 62.  The consent of
                  the Participant shall be obtained in writing within the
                  90-day period ending on the annuity starting date.  The
                  annuity starting date is the first day of the first period
                  for which an amount is paid as an annuity or in any other
                  form.  The Plan Administrator shall notify the Participant
                  (or surviving spouse) of the right to defer any
                  distribution until the Participant's Account balance is no
                  longer immediately distributable.  Such notification shall
                  include a general description of the material features, and
                  an explanation of the relative values of, the optional
                  forms of benefit available under the Plan in a manner that
                  would satisfy the notice requirements of Code Section
                  417(a)(3), and shall be provided no less than thirty (30)
                  days and no more than ninety (90) days prior to the annuity
                  starting date.

             (d)  No Participant will be permitted to defer the commencement
                  of benefits beyond the April 1st in the calendar year
                  immediately following the calendar year in which the
                  Participant attains age seventy and one-half (70-1/2).

   3.04      Hardship Withdrawal.  Distributions of Elective Deferrals made
             by the Participant (and any earnings credited to a Participant's
             Account as of the end of the last Plan Year ending before July
             1, 1989) may be made on account of financial hardship if the
             distribution is necessary in light of the immediate and heavy
             financial needs of the Participant.  Such a distribution shall
             not exceed the amount required to meet the immediate financial
             need created by the hardship and may not be made to the extent
             that other financial resources of the Participant are reasonably
             available.

             (a)  A distribution will be deemed to be made on account of an
                  immediate and heavy financial need of the Participant only
                  if the distribution is on account of:

                  (1)  Expenses incurred or necessary for medical care,
                       described by Code Section 213(d), of the Participant,
                       the Participant's spouse, or any dependents of the
                       Participant (as defined in Code Section 152); 

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

                  (3)  Payment of tuition for the next semester or quarter of
                       post-secondary education for the Participant, the
                       Participant's spouse, children, or dependents; or

                  (4)  Purchase (excluding mortgage payments) of a principal
                       residence for the Participant.
                  
             (b)  A distribution will be treated as necessary to satisfy an
                  immediate and heavy financial need of the Participant if
                  all of the following requirements are satisfied:

                  (1)  The distribution is not in excess of the amount of the
                       immediate and financial need of the Participant
                       (including amounts necessary to pay any federal, state
                       or local income tax or penalties reasonably
                       anticipated to result from the distribution;

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

                  (3)  The Participant's Elective Deferral contributions will
                       be suspended for twelve (12) months after receipt of
                       the hardship distribution and may resume as of the
                       first day of the calendar quarter (January 1, April 1,
                       July 1 or October 1) immediately following the
                       expiration of such twelve (12) month suspension
                       period; 

                  (4)  The Participant may not make Elective Deferrals for
                       the Participant's taxable year immediately following
                       the taxable year of the hardship distribution in
                       excess of the applicable limit under Code Section
                       402(g) for such next taxable year less the amount of
                       such Participant's Elective Deferrals for the taxable
                       year of the hardship distribution; and

                  (5)  The Participant shall not be eligible to receive a
                       Matching Employer Contribution for the Plan Year
                       during which the Participant receives a hardship
                       distribution.

             (c)  The determination of existence of financial hardship, and
                  the amount required to be distributed to meet the need
                  created by the hardship, shall be made by a person or
                  persons designated by the Plan Administrator.

             (d)  All determinations regarding financial hardship shall be
                  made in accordance with written procedures that are
                  established by the Plan Administrator and applied in a
                  uniform and nondiscriminatory manner.  Such written
                  procedures shall specify the requirements for requesting
                  and receiving distributions on account of hardship,
                  including what forms must be submitted and to whom.

             (e)  Processing of applications and distributions of amounts
                  under this Section, on account of a bona fide financial
                  hardship, must be made as soon as administratively
                  feasible.

                                   ARTICLE IV

                                 Death Benefits

   4.01      Amount of Death Benefit. The Beneficiary of a Participant who
             dies prior to receiving benefits under the Plan shall be
             entitled to receive death benefits as provided in this Article
             IV.  A Beneficiary shall be 100% vested in a deceased
             Participant's Account if the Participant dies while in the
             service of the Employer, or if a retired or disabled Participant
             dies after termination of employment but before the commencement
             of any retirement or disability benefits under this Plan.  A
             Beneficiary of a Section 5.01 terminated Participant who dies
             after termination of employment (but prior to payment of
             benefits) shall be vested in the Account of such Participant in
             the same percentage that such deceased Participant was vested
             pursuant to the provisions of Section 5.01 of the Plan.

   4.02      Payment of Death Benefit.  The amount of the Account
             payable to a Beneficiary under this Article IV shall be
             determined as of the day of the Plan Year immediately preceding
             the date the distribution is scheduled to take place. The amount
             of the distribution shall not be entitled to any share of the
             earnings of the Plan or interest from the period between such
             valuation date and the date of distribution.  However, the
             amount of the distribution shall include any Elective Deferrals
             made by the Participant between the valuation date and the date
             of distribution.  The time for payment of benefits to the
             Beneficiary of a deceased Participant shall be governed by the
             provisions of Article VI.  The form of such benefit shall be a
             lump sum distribution unless the Beneficiary is the
             Participant's surviving spouse.  If the Beneficiary is the
             Participant's surviving spouse, such Beneficiary may elect
             either of the options set forth in Section 3.02. If the
             Participant's Account has investments acquired by the Plan
             pursuant to the Participant's exercise of a power of
             self-direction, the distribution to the Beneficiary of the
             Participant's vested Account shall include all such investments
             or the net proceeds of such investments.

   4.03      Beneficiary Designations.     The Participant's vested
             Account will automatically be paid to the Participant's
             surviving spouse.  However, if there is no surviving spouse or
             if the surviving spouse has already consented to another
             Beneficiary in a writing witnessed by a plan representative or
             notary public, then the Participant's vested Account will be
             paid to the Participant's designated Beneficiary.  The term
             "surviving spouse" includes the former spouse of a Participant
             to the extent provided under a qualified domestic relations
             order as described in Section 414(p) of the Code.  Subject to
             the spousal consent provisions of this Section 4.03, each
             Participant shall have the right to designate and change his
             Beneficiary or contingent Beneficiary.  Such right shall be
             exercised by the Participant in writing on forms provided by the
             Plan Administrator.  If there is no surviving spouse and the
             Participant has not made an effective Beneficiary designation,
             then the Participant's surviving children, both natural and
             adopted, shall be deemed to be equal beneficiaries.  If there
             are no surviving children, the estate of the Participant shall
             be the Beneficiary.

                                    ARTICLE V

                              Termination Benefits

   5.01      Vesting Schedule.

             (a)  Participation Prior To January 1, 1990.  This provision
                  shall apply to a Participant who became a Participant in
                  the Plan prior to January 1, 1990.  Except as provided in
                  Section 5.04, each such Participant shall have at all times
                  a 100% vested interest in such Participant's Account.

             (b)  Participation after December 31, 1989.  This provision
                  shall apply to a Participant who becomes a Participant in
                  the Plan after December 31, 1989.  Each such Participant
                  unless he dies, becomes Disabled or terminates employment
                  after Normal Retirement Age shall have a Vested Interest in
                  his Account derived from Employer Contributions pursuant to
                  Section 2.03 in accordance with the following schedule:



          YEARS OF VESTING SERVICE       VESTED INTEREST IN
                                         ACCOUNT
    Less than 1 year                              0%


    1 year but less than  2 years                20%

    2 years but less than 3 years                40%
    3 years but less than 4 years                60%

    4 years but less than 5 years                80%

    5 years or more                             100%


   5.02      Determination of Vested Benefit.  The amount of the
             Participant's vested Account shall be determined as of the last
             day of the Plan Year in which the Participant's termination of
             employment takes place unless the Trustee has selected a more
             recent valuation date pursuant to Section 2.06.  The amount of
             the distribution shall not be entitled to any share of the
             earnings of the Plan or interest from the period between such
             valuation date and the date of distribution.  However, the
             amount of the distribution shall include any Elective Deferrals
             made by the Participant between the valuation date and the date
             of distribution.  The value of both the vested and nonvested
             portions of the Account of such a terminated Participant shall
             be continue to be maintained and adjusted pursuant to Section
             2.06 until the vested portion of such Account is paid to the
             Participant under the provisions of Section 5.03, and until the
             nonvested portion of the Account is redistributed pursuant to
             the forfeiture provisions of this Section 5.02 and Section 2.05. 
             If a Participant is not reemployed by the end of the fifth Plan
             Year immediately following the Plan Year in which termination of
             employment took place and no distribution of his vested Account
             balance has taken place, the nonvested portion of such
             Participant's Account shall be closed and the forfeiture shall
             be used as of the end of such Plan Year as provided in Section
             2.05.   However, if a distribution of the Participant's vested
             Account takes place, the value of the nonvested portion of the
             Participant's Account shall be forfeited as of the last day of
             the Plan Year in which such distribution occurs.  For purposes
             of this Section, if the value of the Participant's vested
             Account balance is zero, the Participant will be deemed to have
             received a distribution of such vested Account balance.  If:

             (a)  a Section 5.01 terminated Participant is re-employed by the
                  Employer at any time prior to the end of the fifth Plan
                  Year following the Plan Year in which the distribution of
                  the Participant's vested Account occurs; and

             (b)  such Section 5.01 terminated Participant received a
                  distribution of a portion of his Account which was less
                  than the value of said Account derived from Employer
                  Contributions; and

             (c)  such Participant repays the full amount that was received
                  before the end of the fifth (5th) Plan Year following the
                  Plan Year in which the distribution of the Participant's
                  vested Account occurred,

             then the amount of such Participant's Account shall be restored
             to the amount on the date of distribution and such Participant
             shall be vested therein in accordance with the vesting schedule
             previously set forth in Section 5.01. If a Participant is deemed
             to receive a distribution pursuant to this Section (both vested
             and nonvested portions), and the Participant resumes employment
             covered under this Plan before the end of the fifth (5th)
             consecutive Plan Year in which the Participant's termination of
             employment took place, the amount of such Participant's Employer
             derived Account balance will be restored to the amount on the
             date of such deemed distribution upon the reemployment of such
             Participant.

             The Participant's repayment period will commence after each
             termination of employment until the Participant has no service
             with the Employer for five (5) consecutive Plan Years.  The
             repayment period of a Participant who is entitled to Hours of
             Service credit due to maternity or paternity leave will commence
             after each termination of employment until the Participant has
             no service with the Employer for six (6) consecutive Plan Years.

   5.03      Payment of Vested Interest.

             (a)  General Rule.  Subject to the consent requirements of
                  Section 5.03(c), a Participant's vested Account shall be
                  paid to the Participant no later than one hundred twenty
                  (120) days after the end of the Plan Year in which the
                  Participant's termination of employment takes place. If the
                  Plan Administrator has been unable to locate the
                  Participant after making reasonable efforts to do so, to
                  the extent not prohibited by the Code or ERISA and valid
                  regulations thereunder, the beginning of such distribution
                  may be delayed until 60 days after such Participant has
                  been located.  If a Participant does not consent to a
                  distribution, the Participant shall have a right to elect
                  to receive a distribution in any subsequent Plan Year
                  within one hundred twenty (120) days after the end of such
                  Plan Year.  The Participant may elect to receive such
                  distribution in any of the ways specified in Section 3.02.

                  The amount of the Account to be distributed to the
                  Participant shall be determined as of the day of the Plan
                  Year immediately preceding the date the distribution is
                  scheduled to take place.  The amount of the distribution
                  shall not be entitled to any share of the earnings of the
                  Plan or interest from the period between such valuation
                  date and the date of distribution.

             (b)  Cash-Out of Small Accounts.  If a Participant terminates
                  service, and the value of the Participant's vested Account
                  derived from Employer and Employee Contributions is not
                  greater than $3,500 as of the day of the Plan Year on which
                  the Participant's service terminated, the Participant will
                  receive a distribution of the value of the entire vested
                  portion of such Account in a lump sum and the nonvested
                  portion will be treated as a forfeiture.  Such distribution
                  will be made no later than one hundred twenty (120) days
                  after the end of the Plan Year in which the Participant's
                  termination of service took place.  The amount of the
                  Account to be distributed to the Participant shall be
                  determined as of the day of the Plan Year immediately
                  preceding the date the distribution is scheduled to take
                  place. The amount of the distribution shall not be entitled
                  to any share of the earnings of the Plan or interest from
                  the period between the valuation date and the date of
                  distribution.

             (c)  Consent For Certain Distributions.  If the value of a
                  Participant's vested Account balance derived from Employer
                  and Employee Contributions either exceeds $3,500.00 as of
                  the day of the Plan Year on which the Participant's service
                  terminated or at the time of any prior distribution
                  exceeded $3,500.00, and the Account balance is immediately
                  distributable, the Participant must consent to any
                  distribution of such Account balance.  An Account Balance
                  is immediately distributable if any part of the Account
                  Balance could be distributed to the Participant before the
                  Participant attains or would have attained the later of
                  Normal Retirement Age or age 62.  The consent of the
                  Participant shall be obtained in writing within the 90-day
                  period ending on the annuity starting date.  The annuity
                  starting date is the first day of the first period for
                  which an amount is paid as an annuity or in any other form. 
                  The Plan Administrator shall notify the Participant (or
                  surviving spouse) of the right to defer any distribution
                  until the Participant's Account balance is no longer
                  immediately distributable.  Such notification shall include
                  a general description of the material features, and an
                  explanation of the relative values of, the optional forms
                  of benefit available under the Plan in a manner that would
                  satisfy the notice requirements of Code Section 417(a)(3),
                  and shall be provided no less than thirty (30) days and no
                  more than ninety (90) days prior to the annuity starting
                  date.
    
             (d)  Exceptions to Consent Requirements.  Notwithstanding the
                  provisions of Section 5.03(c), the consent of the
                  Participant shall not be required to the extent that a
                  distribution is a cash-out described in Section 5.03(b) or
                  is required to satisfy Section 401(a)(9) or Section 415 of
                  the Code.  In addition, upon termination of this Plan if
                  the Plan does not offer an annuity option (purchased from a
                  commercial provider), the Participant's Account Balance
                  may, without the Participant's consent, be distributed to
                  the Participant or transferred to another defined
                  contribution plan (other than an employee stock ownership
                  plan as defined in Section 4975(e)(7) of the Code) within
                  the same controlled group.

             (e)  Exclusion for Certain Employee Contributions.  For purposes
                  of determining the applicability of the foregoing consent
                  requirements to distributions made before the first day of
                  the first Plan Year beginning after December 31, 1988, the
                  Participant's vested Account balance shall not include
                  amounts attributable to accumulated deductible Employee
                  Contributions within the meaning of Code Section of the
                  Code.

             (f)  Participant-Directed Investments.  If the Participant's
                  Account has investments acquired by the Plan pursuant to
                  the Participant's exercise of a power of self-direction,
                  the distribution to the Participant of his vested Account
                  shall include all such investments or the net proceeds of
                  such investments.

                                   ARTICLE VI
                            Distribution Requirements

   6.01        General Rules.

             (a)  The requirements of this Article shall apply to any
                  distribution of a Participant's interest and will take
                  precedence over any inconsistent provisions of this Plan. 
                  Unless otherwise specified, the provisions of this Article
                  apply to calendar years beginning after December 31, 1984.

             (b)  All distributions required under this Article shall be
                  determined and made in accordance with the proposed
                  regulations under Code Section 401(a)(9), including the

                  minimum distribution incidental benefit requirement of
                  Section 1.401(a)(9)-2 of the proposed regulations.

   6.02      Required Beginning Date. The entire interest of a participant
             must be distributed or begin to be distributed no later than the
             Participant's required beginning date.

   6.03      Limits On Distribution Periods.    As of the first distribution
             calendar year, distributions, if not made in a single sum, may
             only be made over one of the following periods

             (a)  the life of the Participant, 

             (b)  the life of a Participant and a designated Beneficiary, 

             (c)  a period certain not extending beyond the life expectancy
                  of the Participant, or

             (d)  a period certain not extending beyond the joint life and
                  last survivor expectancy of the Participant and a
                  designated Beneficiary.  

             No other forms of distribution such as an annuity shall be
             permitted.

   6.04      Determination of Annual Distribution Amount.  If the
             Participant's interest is to be distributed in other than a
             single sum, the following minimum distribution rules shall apply
             on or after the required beginning date:

             (a)  If a Participant's vested Account balance is to be
                  distributed over (1) a period not extending beyond the life
                  expectancy of the Participant or the joint life and last
                  survivor expectancy of the Participant and the
                  Participant's designated Beneficiary or (2) a period not
                  extending beyond the life expectancy of the designated
                  Beneficiary, the amount required to be distributed for each
                  calendar year, beginning with distributions for the first
                  distribution calendar year, must at least equal the
                  quotient obtained by dividing the Participant's benefit by
                  the applicable life expectancy.

             (b)  The amount to be distributed each year, beginning with
                  distributions for the first distribution calendar year
                  shall not be less than the quotient obtained by dividing
                  the Participant's benefit by the lesser of (1) the
                  applicable life expectancy or (2) if the Participant's
                  spouse is not the designated Beneficiary, the applicable
                  divisor determined form the table set forth in Q&A-4 of
                  Section 1.401(a)(9)-2 of the Proposed Regulations. 
                  Distributions after the death of the Participant shall be
                  distributed using the applicable life expectancy in Section
                  6.04(a) as the relevant divisor without regard to Proposed
                  Regulation Section 1.401(a)(9)-2.

             (c)  The minimum distribution required for the Participant's
                  first distribution calendar year must be made on or before
                  the Participant's required beginning date.  The minimum
                  distribution for other calendar years, including the
                  minimum distribution for the distribution calendar year in
                  which the Participant's required beginning date occurs,
                  must be made on or before December 31 of the distribution
                  calendar year.

   6.04      Death Distribution Provisions.

             (a)  Distribution Beginning Before Death.    If the Participant
                  dies after distribution of his interest has begun, the
                  remaining portion of such interest will continue to be
                  distributed at least as rapidly as under the method of
                  distribution being used prior to the Participant's death.

             (b)  Distribution Beginning After Death.     If the Participant
                  dies before distribution of his interest begins,
                  distribution of the Participant's entire interest shall be
                  completed by December 31 of the calendar year containing
                  the fifth (5th) anniversary of the Participant's death
                  except to the extent that an election is made to receive
                  distributions in accordance with (1) or (2) below:

                  (1)  If any portion of the Participant's interest is
                       payable to a designated Beneficiary, distributions may
                       be made over the life or over a period certain not
                       greater than the life expectancy of the designated
                       beneficiary commencing on or before December 31 of the
                       calendar year immediately following the calendar year
                       in which the Participant died; or

                  (2)  If the designated Beneficiary is the Participant's
                       Surviving Spouse, the date distributions are required
                       to begin shall not be earlier than the later of (1)
                       December 31 of the calendar year immediately following
                       the calendar year in which the Participant died and
                       (2) December 31 of the calendar year in which the
                       Participant would have attained age 70-1/2.  

                  If the Participant has not made an election pursuant to
                  this Section 6.04 by the time of his death, the
                  Participant's designated beneficiary must elect the method
                  of distribution no later than the earlier of (1) December
                  31 of the calendar year in which distributions would be
                  required to begin under this Section, or (2) December 31 of
                  the calendar year which contains the fifth (5th)
                  anniversary of the date of death of the Participant.  If
                  the Participant has no designated Beneficiary, or if the
                  designated Beneficiary does not elect a method of
                  distribution, distribution of the Participant's entire
                  interest must be completed by December 31 of the calendar
                  year containing the fifth (5th) anniversary of the
                  Participant's death.

             (c)  For purposes of Section 6.04(b) above, if the Surviving
                  Spouse dies after the Participant, but before payments to
                  such spouse begin, the provisions of Section 6.04(b) shall
                  be applied as if the Surviving Spouse were the Participant.

             (d)  For purposes of this Section 6.04, distribution of a
                  Participant's interest is considered to begin on the
                  Participant's required beginning date (or, if Section
                  6.04(c) above is applicable, the date distribution is
                  required to begin to the Surviving Spouse pursuant to
                  Section 6.04(b) above).

   6.05      Definitions. 

             (a)  Applicable Life Expectancy.  The life expectancy (or joint
                  life and last survivor expectancy) calculated using the
                  attained age of the Participant (or designated Beneficiary)
                  as of the Participant's (or designated Beneficiary's)
                  birthday in the applicable calendar year reduced by one for
                  each calendar year which has elapsed since the date life
                  expectancy was first calculated.  If Life expectancy is
                  being recalculated, the applicable life expectancy shall be
                  the life expectancy as so recalculated.  The applicable
                  calendar year shall be the first distribution calendar
                  year, and if life expectancy is being recalculated such
                  succeeding calendar year.

             (b)  Designated Beneficiary.  The individual who is designated
                  as the beneficiary under the Plan in accordance with Code
                  Section 401(a)(9) and the proposed regulations under such
                  Code Section.

             (c)  Distribution Calendar Year.   A calendar year for which a
                  minimum distribution is required.  For distributions
                  beginning before the Participant's death, the first
                  distribution calendar year is the calendar year immediately
                  preceding the calendar year which contains the
                  Participant's required beginning date.  For distributions
                  beginning after the Participant's death, the first
                  distribution calendar year is the calendar year in which
                  distributions are required to begin pursuant to Section
                  6.04 above.

             (d)  Life Expectancy.  Life expectancy and joint and last
                  survivor expectancy are computed by use of the expected
                  return multiples in Tables V and VI of Section 1.72-9 of
                  the income tax regulations.

                  Unless otherwise elected by the Participant (or Spouse, in
                  the case of distributions described in Section 6.04(b)
                  above) by the time distributions are required to begin,
                  life expectancies shall be recalculated annually.  Such
                  election shall be irrevocable as to the Participant (or
                  Spouse) and shall apply to all subsequent years.  The life
                  expectancy of a nonspouse beneficiary may not be
                  recalculated.

             (e)  Participant's Benefit.

                  (1)  The Account balance as of the last valuation date in
                       the calendar year immediately preceding the
                       distribution calendar year (valuation calendar year)
                       increased by the amount of any contributions or
                       forfeitures allocated to the Account balance as of
                       dates in the valuation calendar year after the
                       valuation date and decreased by distributions made in
                       the valuation calendar year after the valuation date.

                 (2)   For purposes of paragraph (1) above, if any portion of
                       the minimum distribution for the first distribution
                       calendar year is made in the second distribution
                       calendar year on or before the required beginning
                       date, the amount of the minimum distribution made in
                       the second distribution calendar year shall be treated
                       as if it had been made in the immediately preceding
                       distribution calendar year.

             (f)  Required Beginning Date. The required beginning date of a
                  Participant is the first day of April of the calendar year
                  following the calendar year in which the Participant
                  attains age 70-1/2.

   6.06      Transitional Rule.

             (a)  Notwithstanding the other requirements of this Article,
                  distribution on behalf of any Employee, including a
                  5-percent owner, may be made in accordance with all of the
                  following requirements (regardless of when such
                  distribution commences):

                  (1)  The distribution by the Plan is one which would not
                       have disqualified such Plan under Section 401(a)(9) of
                       the Internal Revenue Code as in effect prior to
                       amendment by the Deficit Reduction Act of 1984.

                  (2)  The distribution is in accordance with a method of
                       distribution designated by the Employee whose interest
                       in the Plan is being distributed or, if the Employee
                       is deceased, by a beneficiary of such Employee.

                  (3)  Such designation was in writing, was signed by the
                       Employee or the beneficiary, and was made before
                       January 1, 1984.

                  (4)  The Employee had accrued a benefit under the Plan as
                       of December 31, 1983.

                  (5)  The method of distribution designated by the Employee
                       or the beneficiary specifies the time at which
                       distribution will commence, the period over which
                       distributions will be made, and in the case of any
                       distribution upon the Employee's death, the
                       beneficiaries of the Employee listed in order of
                       priority.

             (b)  A distribution upon death will not be covered by this
                  transitional rule unless the information in the designation
                  contains the required information described above with
                  respect to the distributions to be made upon the death of
                  the Employee.

             (c)  For any distribution which commences before January 1,
                  1984, but continues after December 31, 1983, the Employee
                  or the beneficiary, to whom such distribution is being
                  made, will be presumed to have designated the method of
                  distribution under which the distribution is being made if
                  the method of distribution was specified in writing and the
                  distribution satisfies the requirements in Sections
                  6.06(a)(1) and 6.06(a)(5).

             (d)  If a designation is revoked any subsequent distribution
                  must satisfy the requirements of Section 401(a)(9) of the
                  Code and the proposed regulations under such Code Section. 
                  If a designation is revoked subsequent to the date
                  distributions are required to begin, the trust must
                  distribute by the end of the calendar year following the
                  calendar year in which the revocation occurs the total
                  amount not yet distributed which would have been required
                  to have been distributed to satisfy Section 401(a)(9) of
                  the Code and the proposed regulations under such Code
                  Section, but for the Section 242(b)(2) election.  For
                  calendar years beginning after December 31, 1988, such
                  distributions must meet the minimum distribution incidental
                  benefit requirements in Section 1.401(a)(9)-2 of the
                  proposed regulations.  Any changes in the designation will
                  be considered to be a revocation of the designation. 
                  However, the mere substitution or addition of another
                  beneficiary (one not named in the designation) under the
                  designation will not be considered to be a revocation of
                  the designation, so long as such substitution or addition
                  does not alter the period over which distributions are to
                  be made under the designation, directly or indirectly (for
                  example, by altering the relevant measuring life).  In the
                  case in which an amount is transferred or rolled over from
                  one plan to another plan, the rules in Q&A J-2 and Q&A J-3
                  of the Proposed Regulations under Code Section 401(a)(9)
                  shall apply.

   6.07      Direct Rollover. 

             (a)  General Rule.  Notwithstanding any provision of the Plan to
                  the contrary that would otherwise limit a distributee's
                  election, a distributee may elect, at the time and in the
                  manner prescribed by the Plan Administrator, to have any
                  portion of an eligible rollover distribution paid directly
                  to an eligible retirement plan specified by the distributee
                  in a direct rollover.  This provision shall be effective
                  for Plan Years commencing after December 31, 1992.  

             (b)  Special Definitions.  For purposes of this Section 6.07,
                  the following definitions shall apply:

                  (1)  Eligible  Rollover Distribution.  An eligible rollover
                       distribution is any distribution of all or any portion
                       of the balance to the credit of the distributee,
                       except that an eligible rollover distribution does not
                       include:  any distribution that is one of a series of
                       substantially equal periodic payments (not less
                       frequently than annually) made for the life (or life
                       expectancy) of the distributee or the joint lives (or
                       joint life expectancies) of the distributee and the
                       distributee's designated beneficiary, or for a
                       specified period of ten (10) years or more; any
                       distribution to the extent such distribution is
                       required under Section 401(a)() of the Code; and the
                       portion of any distribution that is not includible in
                       gross income (determined without regard to the
                       exclusion for net unrealized appreciation with respect
                       to employer securities).  

                  (2)  Eligible Retirement Plan.  An eligible retirement plan
                       is an individual retirement account described in
                       Section 408(a) of the Code, an individual retirement
                       annuity described in Section 409(b) of the Code, an
                       annuity plan described in Section 403(a) of Code, or a
                       qualified trust described in Section 401(a) of the
                       Code, that accepts the distributee's eligible rollover
                       distribution.  However, in the case of an eligible
                       rollover distribution to the surviving spouse, an
                       eligible retirement plan is an individual retirement
                       account or individual retirement annuity.  

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

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

   6.08      Waiver of 30 Day Notice Requirement.  If a distribution is one
             to which sections 401(a)(11) and 417 of the Code do not apply,
             such distribution may commence less than thirty (30) days after
             the notice required under Section 1.411(a)-11(c) of the Income
             Tax Regulations is given provided that:

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

             (b)  the Participant, after receiving the notice, affirmatively
                  elects a distribution.

                                   ARTICLE VII

                               Plan Administration

   7.01      Allocation of Fiduciary Powers.  Each of the Fiduciaries shall
             have only those specific powers and responsibilities that are
             specifically given to them under the Plan.  The Employer shall
             have the exclusive responsibility for making the contributions
             provided for herein, the exclusive power to appoint and remove
             the Trustee and the Plan Administrator, and the exclusive power
             to amend or terminate this Plan, and the Employer shall have no
             other power or responsibilities.  The Trustee shall have the
             exclusive authority, discretion and responsibility to manage and
             control the assets of the Plan, and the Trustee shall have no
             other responsibilities other than those provided in this Plan. 
             The Plan Administrator shall have the exclusive authority and
             responsibility to control and manage the operation and
             administration of this Plan in accordance with the terms and
             conditions described in this Plan, and to exercise all fiduciary
             functions provided in the Plan or necessary to the operation of
             the Plan except such functions as are assigned to other
             Fiduciaries pursuant to this Plan.  Each Fiduciary warrants that
             any directions given, information furnished, or action taken by
             it shall be in accordance with the provisions of the Plan
             authorizing or providing for such direction, information or
             action.  Furthermore, each Fiduciary may rely upon any such
             direction, information or action of another Fiduciary as being
             proper under this Plan, and is not required to inquire into the
             propriety of any such direction, information or other action. 
             It is intended under this Plan that each Fiduciary shall be
             responsible for the proper exercise of its own powers, duties,
             responsibilities and obligations under this Plan and shall not
             be responsible for any act or failure to act of another
             Fiduciary except in circumstances where ERISA imposes liability
             for the breach of a co-Fiduciary.  No Fiduciary guarantees the
             trust fund in any manner against investment loss or depreciation
             in asset value except in circumstances where ERISA imposes
             liability for such loss or depreciation.

   7.02      Plan Administrator. The Plan shall be administered by the Plan
             Administrator who shall be appointed by and serve at the
             pleasure of the Board of Directors of the Employer.  All usual
             and reasonable expenses of the Plan Administrator may be paid in
             whole or in part by the Employer, and any expenses not paid by
             the Employer shall be paid by the Trustee out of the principal
             or income of the trust fund.  However, if such expenses result
             from claims made against a Participant's Account, then such
             expenses shall be charged to and paid out of such account. 
             Claims against a Participant's Account shall include, but not be
             limited to, domestic relations orders (whether or not qualified
             domestic relations orders under Code Section 414(p)) and spousal
             distribution rights under the Retirement Equity Act of 1984
             (REA).

   7.03      Claim Procedure.    A Participant or Beneficiary may claim any
             benefits due under the Plan by mailing to the last known address
             of the Plan Administrator a written application outlining to the
             best of the claimant's knowledge or ability, the nature, amount
             and form of such benefit.  The Plan Administrator shall make all
             determinations as to the right of any person to a benefit under
             the Plan.  In accordance with regulations of the Secretary of
             Labor issued under Section 503 of ERISA, the Plan Administrator
             establishes the following claims procedure:

             (a)  The Plan Administrator shall review each claim by a
                  Participant for benefits under the Plan.

             (b)  If a claim is wholly or partially denied, notice of the
                  denial meeting the requirements of Section 7.03(c) shall be
                  furnished to the claimant within a reasonable time after
                  the claim has been filed.

             (c)  The Plan Administrator shall provide to any claimant who is
                  denied a claim for benefits a written notice setting forth
                  in a manner calculated to be understood by the claimant the
                  following:

                  (1)  the specific reason or reasons for the denial;

                  (2)  specific reference to pertinent plan provisions on
                       which the denial is based;

                  (3)  a description of any additional material or
                       information necessary for the claimant to perfect the
                       claim and an explanation why the material or
                       information is necessary;

                  (4)  an explanation of the plan's claim review procedure,
                       as set forth in Sections 7.03(d) and 7.03(e) of this
                       Agreement.

             (d)  The purpose of the review procedure set forth in this
                  Section 7.03(d) and in Section 7.03(e) is to provide a
                  procedure by which a claimant under the Plan may have a
                  reasonable opportunity to appeal a denial of a claim in
                  order to obtain a full and fair review.  To accomplish that
                  purpose, the claimant or his duly authorized
                  representative:

                  (1)  may request a review upon written application to the
                       Board of Directors of the Employer;

                  (2)  may review pertinent Plan documents or agreements; and

                  (3)  may submit issues and comments in writing.

                  A claimant (or his duly authorized representative) shall
                  request a review by filing a written application for review
                  at any time within sixty (60) days after receipt by the
                  claimant of written notice of the denial of his claim.

             (e)  A decision on review of a denial of a claim shall be made
                  in the following manner:

                  (1)  the decision on review shall be made by the Board of
                       Directors of the Employer which may in its discretion
                       hold a hearing on the denied claim.  The Board of
                       Directors will make its decision promptly unless
                       special circumstances (such as the need to hold a
                       hearing) require an extension of time for processing,
                       in which case a decision shall be rendered as soon as
                       possible, but not later than one hundred twenty (120)
                       days after receipt of the request for review; and

                  (2)  a decision on review shall be in writing and shall
                       include specific reasons for the decisions written in
                       a manner calculated to be understood by the claimant
                       and specific references to the Plan provisions on
                       which the decision is based.


   7.04      Reporting and Disclosure.  The Plan Administrator shall exercise
             such authority and responsibility as it deems necessary in order
             to comply with the reporting and disclosure requirements of
             ERISA and any valid governmental regulations issued under such
             Act relating to the preparation and filing of all reports and
             registrations required to be filed by the Plan with any
             governmental agency; compliance with all disclosure requirements
             imposed by state or federal laws; maintenance of all records of
             the Plan other than those required to be maintained by other
             Fiduciaries; and the preparation and delivery of all reports,
             information and notifications required to be given to
             Participants or Beneficiaries in accordance with state or
             federal laws.

   7.05      Plan Administrator's Duties and Powers. The Plan
             Administrator shall have such duties and powers as may be
             necessary to discharge its duties, including, but not by way of
             limitation, the following:

             (a)  To construe and interpret the Plan, decide all questions of
                  eligibility and determine the amount, manner and time of
                  payment of any benefits under the Plan;

             (b)  To prescribe procedures to be followed by Participants or
                  Beneficiaries filing applications for benefits;

             (c)  To prepare and distribute, in such manner as the Plan
                  Administrator determines to be appropriate, information
                  explaining the Plan;

             (d)  To receive from the Employer and from Participants such
                  information as shall be necessary for the proper
                  administration of the Plan;

             (e)  To furnish the Employer, upon request, such annual reports
                  with respect to the administration of the Plan as are
                  reasonable and appropriate.

             (f)  To receive, review and keep on file (as it deems convenient
                  or proper) reports of the financial condition, and of the
                  receipts and disbursements, of the trust fund from the
                  Trustee;

             (g)  To appoint or employ individuals to assist in the
                  administration of the Plan and any other agents it deems
                  advisable, including legal and actuarial counsel.

             The Plan Administrator shall have no power to add to, subtract
             from or modify any of the terms of the Plan, or to change or add
             to any benefits provided by the Plan, or to waive or to fail to
             apply any requirements of eligibility for a benefit under the
             Plan.

   7.06      Administrative Rules.    The Plan Administrator may adopt such
             rules as it deems necessary, desirable, or appropriate.  All
             rules and decisions of the Plan Administrator shall be uniformly
             and consistently applied to all Participants in similar
             circumstances.  Upon making a determination or calculation, the
             Plan Administrator shall be entitled to rely upon information
             furnished by a Participant or Beneficiary, the Employer, the
             legal counsel of the Employer, or the Trustee.

   7.07      Directions to Trustee.  The Plan Administrator shall

             issue directions to the Trustee concerning all benefits which
             are to be paid from the trust fund pursuant to the provisions of
             the Plan.

   7.08      Benefit Applications.  The Plan Administrator may require a
             Participant to complete and file an application for a benefit,
             to complete all other forms furnished by the Plan Administrator,
             and to furnish all pertinent information requested by the Plan
             Administrator.

                                  ARTICLE VIII

                                   The Trustee

   8.01      Resignation and Removal.  The Trustee may resign by a written
             instrument addressed to the Employer.  The Employer may remove
             the Trustee by a written instrument addressed to the Trustee. 
             Appointments to vacancies shall be made by the Employer and any
             successor Trustee shall evidence its acceptance of such
             appointment by written instrument addressed to the Employer. 
             Within sixty (60) days after receipt of the written acceptance
             of such appointment by the successor Trustee, the Trustee shall
             assign, transfer and pay over to such successor Trustee, the
             funds and properties then constituting the trust fund together
             with the proper accounting for such items.  If such accounting
             is not objected to within 60 days after the receipt by the
             Employer or the successor Trustee, the Trustee shall be deemed
             to be discharged of all duties under the Plan except to the
             extent otherwise provided by law.

             If the Trustee is a corporation at any time it shall be merged,
             or consolidated with, or shall sell or transfer substantially
             all of its assets and business to another corporation, whether
             state or federal, or shall be reorganized or reincorporated in
             any manner, then the resulting or acquiring corporation shall be
             substituted for such corporate Trustee without the execution of
             any instrument and without any action upon the part of the
             Employer, any Participant or Beneficiary, or any other person
             having or claiming to have an interest in the trust fund or
             under the plan.

   8.02      Information to be Furnished to Trustee. The Employer
             and the Plan Administrator shall furnish to the Trustee
             such information as required or desirable for the purpose of
             enabling the Trustee to carry out the provisions of the Plan and
             the Trustee may rely upon such information as being correct.

   8.03      Accounting.    The Trustee shall keep accurate and detailed
             accounts of investments, receipts, disbursements and other
             transactions under this Plan and all such accounts and other
             records relating to it shall be open to inspection and audit at
             all reasonable times by any person designated by the Employer or
             the Plan Administrator.  Within sixty (60) days following the
             close of the Plan Year and within sixty (60) days after the
             removal or resignation of the Trustee and the acceptance of
             appointment by a Successor Trustee as provided in Section 8.01,
             the Trustee shall file with the Employer a written account
             setting forth all investments, receipts, disbursements and other
             transactions effected by it during such Plan Year or during the
             period from the close of the last Plan Year to the date of such
             removal or resignation.  To the extent permitted by law, but
             subject to any express provision of applicable law as may be in
             effect from time to time to the contrary, no person other than
             the Employer may require an accounting or bring any action
             against the Trustee with respect to the trust fund or its
             actions as Trustee.

   8.04      Trustee's Right to Judicial Settlement. Notwithstanding any
             other provision of this Article, the Trustee shall have the
             right to have a judicial settlement of its accounts.  In any
             proceeding for a judicial settlement of the Trustee's accounts,
             or for instructions in connection with the trust fund, the only
             necessary parties in addition to the Trustee shall be the
             Employer and the Plan Administrator.  If the Trustee so elects,
             it may bring in any other person or persons as a party or
             parties defendant.

   8.05      Trustee's Expenses. To the extent not paid by the Employer,
             expenses incurred by the Trustee in the performance of its
             duties under the Plan, including reasonable compensation for
             agents and for the services of counsel rendered to the Trustee
             and related expenses and all other proper charges and
             disbursements of the Trustee including all taxes that may be
             levied or assessed under existing or future laws shall be paid
             by the Trustee out of the Plan.  Such expenses shall constitute
             a charge upon the Plan.  However, if the Trustee's expenses
             result from claims made against a Participant's Account, then
             such expenses shall be charged to and paid out of such account. 
             Claims against a Participant's Account shall include, but not be
             limited to, domestic relations orders (whether or not qualified
             domestic relations orders under Code Section 414(p)) and spousal
             distribution rights under the Retirement Equity Act of 1984
             (REA).

   8.06      Payment of Benefits to Incompetent.     If any benefit
             under the Plan is payable to a minor or other legally
             incompetent person, the Trustee shall not require the
             appointment of a guardian, but shall be authorized to pay the
             same to any person having custody of such minor or incompetent
             person, to pay to such minor or incompetent person without the
             intervention of the guardian, or to pay the same to a legal
             guardian of such minor or incompetent person if one has already
             been appointed.

   8.07      Trustee's Investment Powers.  Subject to the fiduciary
             responsibility provisions of ERISA, the Trustee shall have the
             following powers in connection with the investment of the trust
             fund:

             (a)  To invest or reinvest all or any part of the trust funds in
                  any real or personal property as the Trustee may deem
                  advisable, including but not limited to:

                  (1)  any securities normally traded by and obtainable
                       through a stockbroker or "over the counter" dealer or
                       on a recognized exchange;

                  (2)  any shares of an investment company registered under
                       the Investment Company Act of 1940, as amended; and

                  (3)  any securities issued or guaranteed by the United
                       States of America or any of its instrumentalities or
                       States or of any county, city, town, village, school
                       district, or other political subdivision of any of
                       said States;

             (b)  To sell or exchange any part of the assets of the Plan.

             (c)  To vote in person or by proxy the securities and investment
                  company shares which it holds as Trustee and to delegate
                  such power.

             (d)  To consent to or participate in dissolutions,
                  reorganizations, consolidations, mergers, sales, transfers
                  or other changes in securities and investment company
                  shares which it holds as Trustee, and, in such connection,
                  to delegate its powers, and to pay all assessments,
                  subscriptions and other charges.

             (e)  To retain in cash and keep unproductive of income such
                  amount as the Trustee may deem advisable in the Trustee's
                  discretion and the Trustee shall not be required to pay
                  interest on such cash balances or on cash in the Trustee's
                  hands pending investment.

             (f)  To sell, exchange, convey or transfer any property at any
                  time held by the Trustee upon such terms as the Trustee may
                  deem advisable and no person dealing with the Trustee shall
                  be bound to see the application of the purchase money or to
                  inquire into the propriety of any such transaction.

             (g)  To enter into, compromise, compound and settle any debt or
                  obligation due to or from the Trustee and to reduce the
                  rate of interest on, to extend or otherwise modify, or to
                  foreclose upon default or otherwise enforce any such
                  obligation.

             (h)  To cause any bonds, stocks or other securities held by the
                  Trustee to be registered in or transferred into the
                  Trustee's name as Trustee or the name of its nominee or
                  nominees, or to hold them unregistered or in form
                  permitting transferability by delivery, but at all times
                  with full responsibility for such securities as Trustee.

             (i)  To borrow money upon such terms and conditions as may be
                  deemed advisable to carry out the purposes of the trust and
                  to pledge securities or other property in repayment of any
                  such loan; provided, however, that loans or advances may be
                  made by the Trustee under the Plan by way of overdrafts or
                  otherwise on a temporary basis on which no interest is
                  payable.

             (j)  To manage, administer, operate, repair, improve and
                  mortgage or lease for any number of years, regardless of
                  any restrictions on leases made by trustees or to otherwise
                  deal with any real property or interest in real property
                  including, but not limited to, the following:

                  (1)  renew or extend or participate in the renewal or
                       extension of any mortgage;

                  (2)  agree to the reduction in the interest on any mortgage
                       or other modification or change in terms of any
                       mortgage or guarantee of any mortgage in any manner
                       and upon such terms as may be deemed advisable; and

                  (3)  waive any defaults whether in performance of any
                       covenant or condition of any mortgage or in the
                       performance of any guarantee or to enforce any such
                       default in such manner as may be deemed advisable,
                       including the exercise and enforcement of any and all
                       rights of foreclosure.

             (k)  To invest all or part of the trust fund in interest-bearing
                  deposits with the Trustee, or with a bank or similar
                  financial institution related to the Trustee if such bank
                  or other institution is a fiduciary with respect to the
                  Plan as defined in ERISA, including but not limited to
                  investments in time deposits, savings deposits,
                  certificates of deposit or time accounts which bear a
                  reasonable interest rate.

             (l)  To employ suitable agents, accountants and counsel and to
                  pay their reasonable expenses and compensation.

             (m)  To transfer, at any time and from time to time, such part
                  or all of the trust fund as the Trustee deems advisable to
                  the trustee of any trust which has been qualified under
                  Section 401(a) and is exempt under Section 501 (a) of the
                  Code, and which is maintained by it as a medium for the
                  collective investment of funds of pension, profit sharing
                  or other employee benefit trusts, and to withdraw any part
                  or all of the trust fund so transferred.  If such a
                  transfer is made, the provisions of any such trust shall be
                  deemed a part of this Agreement to the extent that they
                  shall not be inconsistent with the provisions of this
                  Agreement. 

             (n)  To make, execute and deliver as Trustee any and all deeds,
                  leases, mortgages, advances, contracts, waivers, releases
                  or other instruments in writing necessary or proper in the
                  employment of any of the foregoing powers.

             (o)  To exercise, generally, any of the powers which an
                  individual owner might exercise in connection with property
                  either real, personal or mixed held by the trust fund, and
                  to do all other acts that the Trustee may deem necessary or
                  proper to carry out any of the powers set forth in this
                  Article or otherwise in the best interests of the trust
                  fund.

             (p)  To settle, compromise or abandon all claims and demands in
                  favor of or against the trust fund.

             (q)  To appoint and/or employ business entities and/or
                  individuals to act as investment advisers and/or managers
                  on behalf of this Plan in order to manage any portion or
                  all of the assets of this Plan.  However, the appointment
                  of such an investment adviser and/or manager: (1) shall be
                  subject to the approval of the Employer, and (2) will
                  render any such investment adviser and/or manager who is
                  appointed a fiduciary under this Plan to the extent of such
                  adviser's and/or manager's investment duties and
                  responsibilities to the Plan, and (3) in no event shall
                  cause the assets of this Plan to be taken out of Trust or
                  cause the Trustee to be eliminated.

             (r)  To approve, devise and/or implement a system or policy to
                  permit Participants and/or Beneficiaries of this Plan an
                  election, which election shall be granted to all
                  Participants and/or Beneficiaries in a nondiscriminatory
                  manner, to exercise investment control over a portion or
                  all or their Accounts.  If a Participant or Beneficiary
                  does not choose to exercise such investment control, the
                  Trustee shall continue to invest the Account of such
                  Participant or Beneficiary.  If the Participant or the
                  Beneficiary directs the Trustee to invest some or all of
                  that portion of the Participant's or Beneficiary's Account
                  in an investment which is prohibited by the terms of the
                  Plan, the direction of the Participant or the Beneficiary
                  shall be deemed to control and the Trustee shall have no
                  liability for violating the terms of the Plan by following
                  the Participant's or the Beneficiary's investment
                  instructions.  If a Participant or a Beneficiary exercises
                  investment control over the assets in such person's
                  Account, no Fiduciary shall be subject to liability for any
                  loss or any breach of the fiduciary responsibility
                  standards of ERISA.

                  The following shall also apply:

                  (1)  All investment directions shall be made in the way
                       required by the Trustee and shall contain such
                       information as the Trustee shall require. In the
                       discretion of the Trustee, any such form which is
                       incomplete or unclear will be ineffective and may be
                       treated by the Trustee as if no such investment
                       direction had been given.  Within a reasonable period
                       of time from its receipt of an investment direction,
                       the Trustee shall either accept the direction as
                       sufficient or reject the direction as insufficient. 
                       The Trustee shall provide written confirmation of its
                       decision and shall explain to the Participant why any
                       rejected investment direction was insufficient.  No
                       Fiduciary shall incur any liability for any failure to
                       act upon an investment direction so long as the
                       investment direction was implemented within a 
                       reasonable period after the Trustee's determination of
                       its sufficiency.

                 (2)   The Trustee may refuse to implement any investment
                       direction that would cause the Plan or any Fiduciary
                       to engage in a transaction prohibited under ERISA
                       unless an exemption is obtained.  The Trustee may also
                       refuse to implement any investment direction that
                       would generate unrelated business income or unrelated
                       debt-financed income taxable to the Plan under the
                       Code.  The Trustee shall refuse to implement any
                       investment direction which would violate the
                       provisions of Section 8.08 concerning securities laws
                       restrictions.

             (s)  To accept a rollover contribution to be credited to an
                  Employee's Account (which portion of such Account shall
                  always be 100% vested) to the extent that such rollover
                  contribution is permitted under then existing Code
                  provisions.

             (t)  To accept a transfer of funds from the trustee of a plan
                  which is tax qualified under the relevant provisions of the
                  Code to be credited to an Employee's Account (which portion
                  of such Account shall always be 100% vested).

             (u)  To follow the directions of any investment committee
                  appointed by the Employer so long as such directions do not
                  require any action to be taken which would be prohibited by
                  the fiduciary responsibility provisions of ERISA or would
                  be contrary to the specific provisions of the Plan.  The
                  Employer shall, in its sole discretion, establish and
                  appoint the members of such investment committee and
                  furnish appropriate notification to the Trustee.  If the
                  Employer does not establish an investment committee, the
                  Trustee shall continue to exercise the Trustee's investment
                  responsibilities and powers as provided in this Article.

             (v)  To invest up to one hundred percent (100%) of the fair
                  market value of the Plan in qualifying Employer securities
                  consisting of stock of the Employer or of any affiliate of
                  the Employer within the meaning of ERISA Section 407(d)(7). 
                  Such investment shall only be made, however, upon the
                  direction of individual Participants pursuant to the
                  provisions of Section 8.07(q) and Section 8.08 and at a
                  price determined by the Trustee in accordance with the
                  fiduciary requirements of ERISA.  Shares of stock acquired
                  by the Trustee pursuant to such direction shall be
                  allocated to each Participant's Account as soon as possible
                  after acquisition. Such shares are referred to as allocated
                  shares.  The following provisions shall apply to the voting
                  of allocated shares:

                  (1)  In connection with each meeting of stockholders of the
                       Employer or any affiliate each Participant shall be
                       given the opportunity to provide the Trustee with
                       instructions regarding the voting of the Participant's
                       allocated shares credited to the Participant's
                       Account. The Trustee shall vote such shares in
                       accordance with such instructions.  All stock of the
                       Employer or any affiliate owned by the Plan but not
                       yet allocated to the Account of a Participant shall be
                       voted by the Trustee so as to reflect, to the extent
                       the Trustee determines it to be possible to do so, the
                       voting directions of the Participants who provided
                       instructions. All allocated shares in respect of which
                       voting instructions shall not have been received from
                       Participants within the time specified by the Trustee
                       shall not be voted.

                  (2)  In connection with a tender offer or a request or
                       invitation for tenders of, allocated stock made to the
                       Trustee (the "offer"), the Trustee shall furnish to
                       each Participant a notice of such event together with
                       a copy of the offer, and a form by which the
                       Participant may direct the Trustee whether or not to
                       tender the stock allocated in the Participant's
                       Account in the Plan pursuant to the offer.

                       The Trustee shall tender or not tender such shares in
                       accordance with such instructions.  All shares of
                       stock of the Employer or any affiliate owned by the
                       Plan but not yet allocated to the Account of a
                       Participant shall be tendered in the same proportion
                       as the number of allocated shares as to which the
                       Trustee received timely directions to tender bears to
                       the number of allocated shares as to which the Trustee
                       shall have received timely directions either to tender
                       or not tender, counting a non-response by a
                       Participant for this purpose as a decision not to
                       tender.  All allocated shares for which tender
                       instructions were not received from Participants
                       within the time specified by the Trustee shall not be
                       tendered.

                  (3)  Reasonable means shall be employed to provide secrecy
                       and confidentiality respecting each Participant's
                       voting and tender instructions.  The Trustee, in
                       consultation with the Plan Administrator, shall
                       establish (and modify and amend) reasonable procedures
                       for implementing the foregoing provisions concerning
                       voting rights and tender instructions.

                  (4)  The Trustee shall have no responsibility to
                       investigate or evaluate any offer and shall be
                       entitled to respond to any offer solely on the basis
                       of this Section 8.07(v) and the procedures described
                       in such Section.  Any shares of stock of the Employer
                       or any affiliate which shall be tendered by the
                       Trustee but which for any reason are not purchased
                       pursuant to the offer shall be restored to the Trust.

   8.08      Securities Law Restrictions.  If the Plan Administrator
             determines that any election with respect to a contribution into
             or reallocation of funds into or out of qualifying employer
             securities might violate applicable securities laws or create a
             liability for Participants under such laws or is for any other
             reason known to the Plan Administrator contrary to the best
             interests of Participants (including Participants subject to
             Section 16 of the Securities Exchange Act of 1934, as amended),
             the Plan Administrator may, in its sole discretion, suspend or
             limit the right of any Participants to make or change investment
             elections.

   8.09      Form of Plan Contributions.   The Trustee shall receive any
             Employer Contributions paid to the Trustee in cash or in the
             form of such other property as the Trustee may from time to time
             deem acceptable and which shall have been delivered to the
             Trustee.  Elective Deferrals shall only be paid in cash.  The
             Employer shall make contributions in such manner and at such
             times as shall be appropriate.  The Trustee shall not be
             responsible for the calculation or collection of any Employer
             Contributions or Elective Deferrals under or required by the
             Plan, but shall be responsible only for property received by it
             pursuant to this Plan.
    
   8.10      Payments Made at Direction of Plan Administrator. The Trustee
             shall, on the written directions of the Plan Administrator, make
             payments out of the trust fund to such persons, in such amounts
             and for such purposes as may be specified in the written
             directions of the Plan Administrator.  To the extent permitted
             by law, the Trustee shall be under no liability for any payment
             made pursuant to the direction of the Plan Administrator.  Any
             written direction of the Plan Administrator shall constitute a
             certification that the distribution or payment so directed is
             one which the Plan Administrator is authorized to direct.

                                   ARTICLE IX

                            Fiduciary Responsibility

   9.01      Fiduciary Standards.     Each Fiduciary shall discharge his
             duties under the Plan solely in the interest of the Participants
             and their Beneficiaries and (1) for the exclusive purpose of
             providing benefits for such Participants and their Beneficiaries
             and defraying reasonable expenses of administering the Plan; (2)
             with the care, skill, prudence, and diligence under the
             circumstances then prevailing that a prudent man acting in a
             like capacity and familiar with such matters would use in the
             conduct of an enterprise of a like character and with like aims;
             and (3) in accordance with the Plan insofar as the Plan is
             consistent with the provisions of ERISA.  The Trustee shall
             diversify the investments of the Plan so as to minimize the risk
             of large losses, unless under the circumstances it is clearly
             prudent not to do so.  The requirements set forth above shall
             not be deemed to be violated merely because the Trustee invests
             the trust funds partly or wholly in (1) shares of a mutual fund,
             or (2) shares of a pooled investment fund maintained by a bank.

   9.02      Situs of Plan Assets.    Except as authorized by        
             regulations prescribed by the Secretary of Labor, the
             Trustee shall not maintain the indicia of ownership of any Plan
             assets outside the jurisdiction of the District Courts of the
             United States.


                                    ARTICLE X

                         Exclusive Benefit Requirements

   10.01     Trustee's Receipt of Funds.   All Contributions to the Plan
             shall be transmitted directly or indirectly to the Trustee.  All
             Contributions so received by the Trustee shall constitute trust
             funds and shall be held and managed and administered by the
             Trustee pursuant to the terms of the Plan.

   10.02     Plan Assets for Exclusive Benefit of Participants.  The assets
             of this Plan shall never inure to the benefit of the Employer
             and shall be held for the exclusive purposes of providing
             benefits to Participants in the Plan and their Beneficiaries and
             defraying reasonable expenses of administering the Plan.

   10.03     Return of Employer Contributions.  Section 10.02 to the contrary
             notwithstanding, Employer Contributions to the Plan may be
             returned only in the following circumstances:

             (a)  In the case of a Contribution which is made by an Employer
                  by a mistake of fact, such Contribution may be returned to
                  the Employer within one year after the payment of the
                  Contribution.

             (b)  If a Contribution is conditioned on the initial
                  qualification of the Plan under the relevant provisions of
                  the Code or the qualification of the Plan as the result of
                  an amendment then, to the extent that the deduction is
                  disallowed, such Contribution may be returned to the
                  Employer within one year after the date of denial of
                  qualification of the Plan.

             (c)  If a Contribution is conditioned upon the deductibility of
                  the Contribution under Section 404 of the Code, then, to
                  the extent the deduction is disallowed, such Contribution
                  may be returned to the Employer within one year after the
                  disallowance of the deduction.

                                   ARTICLE XI

                         Plan Termination and Amendments

   11.01     Termination or Partial Termination.     While it is the
             intention of the Employer that the Plan shall be permanent, the
             Employer reserves the right to terminate it. Such termination
             shall become effective upon receipt by the Trustee of a written
             instrument of termination signed by the Employer.  Upon
             termination of the Plan or upon a partial termination of the
             Plan within the meaning of Section 411(d)(3) of the Code, or
             upon a complete discontinuance of Contributions under the Plan,
             the rights of all affected Employees to their Accrued Benefits
             shall become nonforfeitable.  The Trustee may retain benefits
             under the Plan until a Participant dies, retires, or otherwise
             terminates employment, or shall distribute such benefits to the
             Participants as soon as practicable.

   11.02     Limitations on Amendments by Employer.  This Plan may be amended
             by the Employer in writing at any time,
             provided, however, that such amendment:

             (a)  shall not increase the duties of the Trustee without its
                  written consent.

             (b)  shall not affect directly or indirectly the vesting
                  schedule under the Plan unless each Participant having not
                  less than 3 Years of Vesting Service is permitted to elect
                  to have his nonforfeitable percentage in his Account
                  computed under the Plan without regard to such amendment. 
                  The election period shall commence on the date the
                  amendment is adopted and end no earlier than the latest of
                  the following dates: 

                  (1)  The date which is sixty (60) days after the day the
                       amendment is adopted,

                  (2)  The date which is sixty (60) days after the day the
                       amendment becomes effective, or

                  (3)  The date which is sixty (60) days after the
                       Participant is issued written notice of the amendment
                       by the Employer or the Plan Administrator.

                  Notwithstanding the foregoing, a Participant whose
                  nonforfeitable percentage under the Plan, as amended, at
                  any time cannot be less than such percentage determined
                  without regard to such amendment shall not be entitled to
                  any election under this subparagraph (b).

             (c)  shall not revise the funding method under the Plan unless
                  such revised funding method has been approved by the
                  Internal Revenue Service.

             (d)  shall not revise the Plan Year unless such Plan Year
                  revision is approved by the Internal Revenue Service.

             (e)  shall not decrease a Participant's Account or eliminate an
                  optional form of distribution for amendments signed after
                  July 30, 1984.

   11.03     Amendments Required for Qualification.  Any provision of this
             Plan may be amended in any respect, without regard to the
             limitations set forth in Section 11.02 above, if the amendment
             is required for initial or continued qualification of the Plan
             under Section 401(a) of the Code. Such amendment may be made
             retroactive if permitted by the Internal Revenue Service under
             the authority contained in Section 401(b) of the Code.

   11.04     Participant's Consent to Amendment.  Except as otherwise
             provided in this Article, neither the consent of a Participant
             nor that of any Beneficiary is required for any amendment to the
             Plan consistent with the provisions of Sections 11.02 and 11.03.

                                   ARTICLE XII

                            Other Required Provisions

   12.01     Plan Merger or Consolidation.  In the case of any merger or
             consolidation with, or transfer of assets or liabilities from
             this Plan to any other plan, each Participant in this Plan shall
             be entitled to receive (in the event of termination of this Plan
             or its successor immediately after such merger, consolidation or
             transfer) a benefit which is not less than the benefit he would
             have been entitled to receive had this Plan terminated
             immediately prior to such merger, consolidation or transfer.

   12.02     Nonalienation of Benefits; Qualified Domestic Relations Orders. 
             No benefit or interest available under the Plan will be subject
             to assignment or alienation either voluntarily or involuntarily. 
             Effective for Plan Years beginning after December 31, 1984, the
             preceding sentence shall also apply to the creation, assignment,
             or recognition of a right to any benefit payable with respect to
             a Participant pursuant to a domestic relations order unless such
             order is determined to be a qualified domestic relations order
             as defined in Section 414(p) of the Code, or any domestic
             relations order entered before January 1, 1985.  If the Plan
             receives a qualified domestic relations order, the Plan
             Administrator may require the Trustee to distribute to the
             alternate payee the portion of the Participant's Account which
             is subject to such qualified domestic relations order before the
             Participant's attainment of his earliest retirement age as
             defined in Code Section 414(p) or such Participant's separation
             from the service of the Employer.  Such distribution shall be
             made in the form of a cash lump sum distribution to the
             alternate payee if the present value of the benefit to be paid
             does not exceed $3,500.00. If the present value of the benefit
             to be paid exceeds $3,500.00, the alternate payee must consent
             in writing to such earlier distribution in the form of a cash
             lump sum distribution.

   12.03     Form of Benefit Payments.  Whenever benefits become
             payable under the Plan, the same may be paid directly by the
             Trustee in cash or in kind to a Participant or his Beneficiary.

                                  ARTICLE XIII

                              Loans to Participants

   13.01     Trustee's Authority.     The Trustee is authorized and directed
             to establish a program for the Plan to make loans to Plan
             Participants in accordance with Section 408(b)(1) of ERISA. 
             Such program shall be in writing and shall contain the terms and
             conditions set forth in this Article XIII as well as such other
             terms and conditions the Trustee shall specify in a separate
             document or documents.  

   13.02     Amount of Loan.

             (a)  The Trustee may, if the Plan Administrator approves, lend
                  to such Participant who is a party in interest within the
                  meaning of ERISA Section 3(14) an amount of money not to
                  exceed the lesser of:

                  (i)  50% of the value of the vested Account or

                 (ii)  $50,000.00.

             (b)  For the purposes of the foregoing limits, the Plan
                  Administrator shall take into account the outstanding
                  balance of all other loans made to the Participant from the
                  Plan and all other loans made to the Participant from Plans
                  of Employers which are deemed to be related under the
                  provisions of Code Section 414.  All loans shall be subject
                  to the approval of the Plan Administrator who shall
                  thoroughly investigate each application for a loan.  For
                  purposes of this Article, a loan shall be deemed to include
                  assignments or agreements to assign or pledges or agreements
                  to pledge any portion of the Participant's Account.

   13.03     Loan Terms and Conditions.  The Plan Administrator shall have
             the final and exclusive right to determine the propriety and the
             amount of any loan to be made and the amount within the maximum
             limit.  In addition to such rules and regulations as the Plan
             Administrator may adopt, all loans shall comply with the
             following terms and conditions:

             (a)  The minimum amount of any loan shall be $1,000.00. An
                  application for a loan shall be made in writing by a
                  Participant to the Plan Administrator whose action thereon
                  shall be final.  A married Participant's Spouse must
                  consent to the use of the Account Balance as security for
                  the loan. Spousal Consent shall be obtained no earlier than
                  the beginning of the ninety (90) day period that ends on
                  the date on which the loan is to be so secured.  The
                  consent must be in writing, must acknowledge the effect of
                  the loan, and must be witnessed by a Plan Representative or
                  a notary public.  Such consent shall thereafter be binding
                  with respect to the consenting spouse or any subsequent
                  spouse with respect to that loan.  A new consent shall be
                  required if the Account Balance is used for negotiation,
                  renewal, or other revision of the loan.

             (b)  The period of repayment of any loan shall be set by the
                  Plan Administrator (after consultation with the
                  Participant) but such period shall not exceed five (5)
                  years.  The sole exception to the five (5) year repayment
                  requirement is that a longer period of repayment may be
                  permitted if the loan proceeds are used to acquire a
                  dwelling unit which within a reasonable time period
                  (determined at the time the loan is made) will be used as
                  the principal residence of the Participant.

             (c)  Any loan shall by its terms require that repayment
                  (principal and interest) be amortized over level payments,
                  not less frequently than quarterly, over the repayment
                  period.

             (d)  No loan may be made to any shareholder-employee as defined
                  in Code Section 1379 as in effect on the day before the
                  date of the enactment of the Subchapter S Revision Act of
                  1982.

             (e)  Each loan shall be made against adequate security and the
                  loan shall be evidenced by a Promissory Note in the amount
                  of the loan including interest   payable to the Trustee. 
                  If the Participant's vested Account balance is used as
                  security, no more than fifty percent (50%) of such vested
                  Account balance may be considered as security for the
                  outstanding balance of all loans from the Plan to such
                  Participant.

             (f)  Each loan shall bear interest at a rate fixed by the Plan
                  Administrator and the Trustee and, in determining the
                  interest rate, the Plan Administrator and the Trustee may
                  take into consideration interest rates being charged by
                  local financial institutions.  The Plan Administrator shall
                  not discriminate among Participants in the matter of
                  interest rates and amount of security.  However, loans
                  granted at different times or for different loan periods,
                  may have different terms and conditions if in the opinion
                  of the Plan Administrator, the difference in terms and
                  conditions is justified by changes in general economic
                  conditions or other relevant factors.

             (g)  Any loan may be prepaid in full at any time.

             (h)  The Plan Administrator shall establish a method by which
                  loans must be repaid by payroll deduction in equal amounts
                  over the loan period sufficient to fully amortize the loan
                  within the permissible repayment period.

             (i)  Loans shall be made available to all Participants on a
                  reasonably equivalent basis.

             (j)  In the event of default, foreclosure on the note and
                  attachment of security will not occur until a distributable
                  event occurs under the provisions of the Plan.

             (k)  Loans shall not be made available to Highly Compensated
                  Employees in an amount greater than the amount made
                  available to other Plan Participants.

             (l)  If a valid spousal consent has been obtained in accordance
                  with 13.03(b), then, notwithstanding any other provision in
                  this Plant the portion of the Participant's vested Account
                  Balance used as a security interest held by the Plan by
                  reason of a loan outstanding to the Participant shall be
                  taken into account for purposes of determining the amount
                  of the Account Balance payable at the time of death or
                  distribution, but only if the reduction is used as
                  repayment of the loan.  If less than one hundred percent
                  (100%) of the Participant's vested Account Balance
                  (determined without regard to the preceding sentence) is
                  payable to the surviving spouse, then the Account Balance
                  shall be adjusted by first reducing the vested Account
                  Balance by the amount of the security used as repayment of
                  the loan, and then determining the benefit payable to the
                  surviving spouse.

   13.04     Accounting for Loans.  A loan to a Participant shall be treated
             as an investment of the funds credited to such Participant's
             Account.  The Participant's Account balance shall be reduced by
             an amount equal to the principal amount of such loan.  Such
             Account balance will be restored as principal amounts of the
             loan are repaid by the Participant.  All interest payments by
             the Participant will be credited to his Account.  The Trustee or
             Plan Administrator (or a person or entity appointed by the Plan
             Administrator) shall provide in a uniform and nondiscriminatory
             manner for an equitable allocation of trust fund earnings or
             losses with respect to such Participant's Account as provided in
             Section 2.06 based on the average fund balance of such Account
             during the Plan Year, or based on a selected valuation date or
             dates during the Plan Year.

                                   ARTICLE XIV

                                  Miscellaneous

   14.01     Nonguarantee of Employment.  No Employee of the Employer nor
             anyone else shall have any rights against the Employer or the
             Trustee as a result of this agreement except those expressly
             granted to them under this agreement.  Nothing in this agreement
             shall be construed to give any Participant the right to remain
             an Employee of the Employer.

   14.02     Construction of Agreement.  This agreement may be executed
             and/or conformed in any number of counterparts, each of which
             shall be deemed an original and shall be construed and enforced
             according to the laws of the state in which the agreement is
             executed to the extent not inconsistent with the applicable
             provisions of the Code or ERISA.

   14.03     Duration of Plan.   Subject to the provisions contained in this
             agreement with respect to earlier termination, the trust created
             under this agreement shall continue in existence for the longest
             period permitted by law.

   14.04     Illegality.  In case any provisions of this agreement shall be
             held illegal or invalid for any reason, said illegal or invalid
             provision shall not affect the remaining parts of this agreement
             but this agreement shall be construed and enforced as if said
             illegal or invalid provisions had never been inserted. 

                                   ARTICLE XV

                                 Top Heavy Rules

   15.01     Effective Date.  The provisions of this Article XV shall be
             applicable to the Plan for any Plan Years beginning after
             December 31, 1983 and will supersede any conflicting provision
             in the Plan.

   15.02     Determination of Top Heavy Status.  The Plan will be deemed to
             be top heavy if, as of the determination date, the aggregate of
             the Individual Accounts of Key Employees under the Plan exceeds
             60 percent of the aggregate of the Individual Accounts of all
             Employees under the Plan.  The Account of a Participant who has
             not performed any service for the Employer during the 5 year
             period ending on the Determination Date will be disregarded. 
             The Plan Administrator shall be responsible for making the
             determination of whether the Plan is top heavy for any Plan
             Year.  In carrying out this responsibility, the Plan
             Administrator shall use the Present Value of each Participant's
             Account as of the Determination Date.  For purposes of making
             the determination of top heavy status the Plan Administrator
             shall include any Required Aggregation Group of plans.  The
             determination of top heavy status may be made by means of top
             heavy ratios which are either precisely in accord with Code
             Section 416 or which are not precisely in accord with Code
             Section 416 but which mathematically prove that the Plan is not
             top heavy.  For purposes of this Section 15.02, the top heavy
             ratio is a fraction, the numerator of which is the sum of the
             account balances of all Key-Employees as of the Determination
             Date (including any part of any account balance distributed in
             the five year period ending on the Determination Date), and the
             denominator of which is the sum of all account balances
             (including any part of any account balance distributed in the
             five year period ending on the Determination Date) of all
             Participants as of the Determination Date.  Both the numerator
             and denominator of the top heavy ratio are to be adjusted to
             reflect any contribution which is due but unpaid on the
             Determination Date.  If the Plan Administrator chooses the
             latter method, any top heavy ratios used must conform to the
             requirements of Code Section 416 and the regulations promulgated
             thereunder.

             The following definitions apply for purposes of this Section
             15.02:

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

             (b)  "Employer" means all the members of a controlled group of
                  corporations (as defined in Code Section 414(b)), of a
                  commonly controlled group of trades or businesses (whether
                  or not incorporated) (as defined in Code Section 414 (c)),
                  or of an affiliated service group (as defined in Code
                  Section 414(m)), of which the Employer is a part.  However,
                  the aggregation rules under Code Sections 414 (b), (c) and
                  (m) do not apply for determining ownership of the Employer
                  for purposes of determining who is a Key Employee under the
                  Plan.

             (c)  "Key Employee" means as of any Determination Date, any
                  Employee or former Employee who, at any time during the
                  Plan Year (which includes the Determination Date) or during
                  the preceding four Plan Years, is an officer of the
                  Employer, one of the Employees owning the 10 largest
                  interests in the Employer, a more than 5% owner of the
                  Employer, or a more than 1% owner of the Employer who has
                  annual compensation of more than $150,000.  An officer is
                  any Employee or former Employee (and the beneficiaries of
                  such Employee) who at any time during the determination
                  period was an officer of the Employer and such Individual's
                  annual Compensation exceeded 150 percent of the dollar
                  limitation under Section 415(c)(1)(A) of the Code.  In
                  determining one of the Employees owning the 10 largest
                  interests in the Employer, Employees having Compensation at
                  least equal to the dollar limitation specified under
                  Section 415(c)(1)(A) of the Code shall be taken into
                  account.  The constructive ownership rules of Code Section
                  318 (or the principles of that section, in the case of an
                  unincorporated Employer), will apply to determine ownership
                  in the Employer.  The Plan Administrator will make the
                  determination of who is a Key Employee in accordance with
                  Code Section 416(i)(1) and the regulations under that Code
                  Section.

             (d)  "Non-Key Employee" means an Employee who does not meet the
                  definition of a Key Employee.

             (e)  "Permissive Aggregation Group" means the Required
                  Aggregation Group plus any other qualified plan maintained
                  by the Employer, but only if such Group would satisfy in
                  the aggregate, the requirements of Code Section 401(a)(4)
                  and Code Section 410.  The Plan Administrator shall
                  determine which plan to take into account in determining
                  the Permissive Aggregation Group.

             (f)  "Present Value" means the sum of the account balance as of
                  the most recent valuation date and an adjustment for
                  contributions due as of the determination date.

             (g)  "Required Aggregation Group" means:

                  (1)  Each qualified plan of the Employer in which at least
                       one Key Employee participates or participated at any
                       time during the 5 year period ending on the
                       Determination Date (regardless of whether the Plan was
                       terminated); and

                  (2)  Any other qualified Plan of the Employer which enables
                       a plan described in (1) to meet the requirements of
                       Code Section 401(a)(4) or Code Section 410.

             (h)  "Valuation Date" means the annual date on which Plan assets
                  must be valued for purpose of determining the value of
                  account balances.  The valuation date for the Plan shall be
                  the most recent valuation date within a twelve (12) month
                  period ending on the Determination Date.

   15.03     Effect of Top Heavy Status.   If the Plan is determined to be
             top heavy as of a Determination Date, the following rules shall
             apply:

             (a)  The vesting schedule contained in Section 5.01 shall be
                  automatically amended by deleting said vesting schedule and
                  replacing it with the following vesting schedule:


    YEARS OF VESTING SERVICE          VESTED INTEREST IN
                                      ACCOUNT
    Less than 2 years                          0%

    2 years but less than 3                   20%

    3 years but less than 4                   40%
    4 years but less than 5                   60%

    5 years but less than 6                   80%

    6 years or more                          100%

               (b)  A five percent (5%) owner as described in Code Section
                    416(i) must receive distribution of his benefits under
                    the Plan commencing no later than April 1 of the calendar
                    year following the calendar year in which he attains age
                    70-1/2 regardless of whether such individual actually
                    retires from employment with the Employer.

               (c)  This provision will only apply to Participants employed
                    by the Employer on the last day of the Plan Year.  The
                    Employer Contributions and forfeitures allocated on
                    behalf of any Participant who is not a key employee shall
                    not be less than the lesser of three percent (3%) of such
                    Participant's Compensation or the largest percentage of
                    the first $200,000.00 of the key employee's compensation,
                    allocated on behalf of any key employee for that year. 
                    The minimum allocation is determined without regard to
                    any Social Security contribution.  This minimum
                    allocation shall be made even though under other plan
                    provisions, the Participant would not otherwise be
                    entitled to receive an allocation or would have received
                    a lesser allocation because of the Participant's failure
                    to complete a specified minimum number of Hours of
                    Service.  

                                   ARTICLE XVI

                                   Definitions

             The following words and phrases when used in this Agreement
   shall have the following meanings, unless the context clearly indicates
   otherwise:

16.01     Account: An account maintained by the Trustee on behalf of a
               Participant which shall reflect the following:

               (a)  the value derived from all Employer Contributions; and

               (b)  the value of all Elective Deferrals by Employees.

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

16.03     Aggregate Limit: The sum of (a) 125 percent of the greater of the
          ADP of the Non-highly Compensated Employees for the Plan Year
          or the ACP of Non-highly Compensated Employees under the Plan
          and (b) the lesser of 200% or two plus the lesser of such ADP
          or ACP.

16.04     Average Contribution Percentage: The average of the Contribution
          Percentages of the Eligible Participants in a group.

16.05     Base Contribution Percentage: The percentage of compensation
          contributed by the Employer under the Plan with respect to that
          portion of each Participant's compensation not in excess of the
          integration level specified in Section 2.03(b).

16.06     Beneficiary: A person or entity designated in accordance with this
          Plan to receive benefits from the Plan upon the death of a
          Participant.

16.07     Break-in-Service:  Any consecutive twelve (12) month computation
          period following an Employee's date of hire by the Employer (or
          date of rehire by the Employer, if applicable) or any consecutive
          twelve (12) month computation period following an anniversary of
          such date of hire or rehire, as the case may be, during which the
          Employee's employment with the Employer has been terminated (for at
          least part of such computation period) and in which the Employee
          does not complete more than five hundred (500) Hours of Service. 
          "Date of hire" or "Date of rehire" shall mean the first day on
          which the Employee completes at least one Hour of Service for the
          Employee after being hired or rehired.

16.08     Code: The Internal Revenue Code of 1986, as amended from time to
          time.

16.09     Compensation: The amount actually paid by the Employer to an
          Employee for the Plan Year as remuneration for services rendered
          and which is required to be reported as wages on the Participant's
          Form W-2.  Compensation shall also include any amount which is
          contributed by the Employer pursuant to a salary reduction
          agreement and which is not includible in the gross income of the
          Employee under Code Sections 125, 402(a)(8), 402(h) or 403(b).

          For Plan Years beginning prior to January 1, 1994, the annual
          compensation of each Participant taken into account under the
          Plan for any year shall not exceed $200,000, as adjusted by
          the Secretary at the same time and in the same manner as under
          Section 415(d) of the Code.

          In addition to other applicable limitations set forth in the
          Plan, and notwithstanding any other provision of the Plan to
          the contrary, for Plan Years beginning on or after January 1,
          1994, the annual compensation of each employee taken into
          account under the Plan shall not exceed the OBRA '93 annual
          compensation limit.  The OBRA '93 annual compensation limit is
          $150,000, as adjusted by the Commissioner for increases in the
          cost of living in accordance with Section 401(a)(17)(B) of the
          Code.  The cost-of-living adjustment in effect for a calendar
          year applies to any period, not exceeding 12 months, over
          which compensation is determined (determination period)
          beginning in such calendar year.  If a determination period
          consists of fewer than 12 months, the OBRA '93 annual
          compensation limit will be multiplied by a fraction, the
          numerator of which is the number of months in the
          determination period, and the denominator of which is 12.
          For Plan Years beginning on or after January 1, 1994, any
          reference in this Plan to the limitation under Section
          401(a)(17) of the Code shall mean the OBRA '93 annual
          compensation limit set forth in this provision.

          If compensation for any prior determination period is taken
          into account in determining an employee's benefits accruing in
          the current Plan Year, the compensation for that prior
          determination period is subject to the OBRA '93 annual
          compensation limit in effect for that prior determination
          period.  For this purpose, for determination periods beginning
          before the first day of the first plan year beginning on or
          after January 1, 1994, the OBRA '93 annual compensation limit
          is $150,000.

          In determining the Compensation of a Participant for purposes
          of this limitation, the rules of Section 414(q)(6) of the Code
          shall apply, except in applying such rules, the term "family"
          shall include only the spouse of the participant and any
          lineal descendant of the Participant who have not attained age
          19 before the close of the year.  If, as a result of the
          application of such rules the adjusted $200,000.00 limitation
          is exceeded, then (except for purposes of determining the
          portion of compensation up to the integration level if this
          plan provides for permitted disparity), the limitation shall
          be prorated among the affected individuals in proportion to
          each such individual's compensation as determined under this
          section prior to the application of this limitation.

16.10     Contribution Percentage: The ratio (expressed as a percentage) of
          the Participant's Contribution Percentage Amounts to the
          Participant's Compensation for the Plan Year (whether or not the
          Employee was a Participant for the entire Plan Year).

16.11     Contribution Percentage Amounts: The sum of the Matching
          Contributions, and Qualified Matching Contributions (to the extent
          not taken into account for purposes of the ADP test) made under the
          Plan on behalf of the Participant for the Plan Year.  Such
          Contribution Percentage Amounts shall not include Matching
          Contributions that are forfeited either to correct Excess Aggregate
          Contributions or because the contributions to which they relate are
          Excess Deferrals, Excess Contributions, or Excess Aggregate
          Contributions.  The Employer may also include Qualified Nonelective
          Contributions in the Contribution Percentage Amounts.  The Employer
          also may elect to use Elective Deferrals in the Contribution
          Percentage Amounts so long as the ADP test is met before the
          Elective Deferrals are used in the ACP test and continues to be met
          following the exclusion of those Elective Deferrals that are used
          to meet the ACP test.

16.12     Disabled: A disabled Participant is a Participant who is, in the
          opinion of a licensed physician selected or approved by the Plan
          Administrator:

               (a)  unable to engage in any substantial gainful activity by
                    reason of a physical or mental impairment which can be

                    expected to result in death or to be of long-continued
                    and indefinite duration; or

               (b)  has permanently lost, or lost the use of, a member or
                    function of the body or has been permanently disfigured.

               Payments made under this Plan to a Disabled Participant are
               intended by the Employer to be payments under an accident and
               health plan within the meaning of Code Sections 105(c) and
               105(e).  Such payments will be computed with reference to the
               nature of the injury without regard to the period the
               Participant is absent from work.

16.13     Effective Date: January 1, 1984.

16.14     Elective Deferrals: Employer Contributions made to the Plan during
          the Plan Year by the Employer, at the election of the Participant,
          in lieu of cash compensation and shall include contributions made
          pursuant to a salary reduction agreement or other mechanism.  With
          respect to any taxable year, a Participant's Elective Deferral is
          the sum of all Employer Contributions made on behalf of such
          Participant pursuant to an election to defer under any qualified
          CODA as described in Code Section 401(k), any simplified employee
          pension cash or deferred arrangement as described in Code Section
          402(h)(1)(B), any eligible deferred compensation plan under Code
          Section 457, any plan described under Code 501(c)(18), and any
          employer contributions made on the Participant's behalf for the
          purchase of an annuity contract under Code Section 403(b) pursuant
          to a salary reduction agreement.  Elective Deferrals shall not
          include any deferrals properly distributed as excess annual
          additions.

 16.15    Eligible Participant: Any Employee who is eligible to make an
          Elective Deferral (if the Employer takes such contributions into
          account in the calculation of the Contribution Percentage), or to
          receive a Matching Contribution (including forfeitures) or a
          Qualified Matching Contribution.

16.16     Employee: A person employed by the Employer including leased
          employees within the meaning of Code Section 414(n)(5) but
          excluding:

               (a)  An independent contractor or a self-employed individual; 

               (b)  An employee who is included in a unit of employees
                    covered by a collective bargaining agreement between
                    employee representatives and the Employer, where there is
                    evidence that retirement benefits were the subject of
                    good faith bargaining between such employee
                    representatives and the Employer; and

               (c)  An employee who is a non-resident alien deriving no
                    earned income from the Employer which constitutes income
                    from sources within the United States.

               Employment shall not be deemed to have been terminated where
               an employee is on leave of absence if such leave of absence is
               granted pursuant to uniform rules established by the Employer
               and if all Employees in similar circumstances are treated
               alike and the Employee returns to employment with the Employer
               within the period of authorized absence.  An absence due to
               service in the Armed Forces of the United States shall be
               considered an authorized leave of absence if the Employee
               meets all of the requirements of federal law in order to be
               entitled to reemployment and the Employee returns to
               employment with the Employer within the period provided by
               federal law.

               Notwithstanding the foregoing, if such leased employees
               constitute less twenty percent (20%) of the Employer's
               nonhighly compensated work force within the meaning of Section
               414(n)(1)(c)(ii) of the Code, the term "Employee" shall not
               include those leased employees covered by a plan described in
               Section 414(n)(5) of the Code.  

               The term "leased employee" means any person (other than an
               employee of the recipient) who pursuant to an agreement
               between the recipient and any other person ("leasing
               organization") has performed services for the recipient (or
               for the recipient and related persons determined in accordance
               with Section 414(n)(6) of the Code) on a substantially full
               time basis for a period of at least one year, and such
               services are of a type historically performed by employees in
               the business field of the recipient employer.  Contributions
               or benefits provided a leased employee by the leasing
               organization which are attributable to services performed for
               the recipient employer shall be treated as provided by the
               recipient employer.  

               A leased employee shall not be considered an employee of the
               recipient if: (a) such employee is covered by a money purchase
               pension plan providing: (1) a nonintegrated employer
               contribution rate of at least 10 percent of Compensation, as
               defined in Section 16.09 of the Plan, but including amounts
               contributed pursuant to a salary reduction agreement which are
               excludible from the employee's gross income tax under Section
               125, Section 402(a)(8), Section 402(h) or Section 403(b) of
               the Code, (2) immediate participation, and (3) full and
               immediate vesting; and (b) if leased employees do not
               constitute more than 20 percent of the recipient's nonhighly
               compensated workforce.  

16.17     Employer/Affiliated Employer: The "Employer" named above, any
          succeeding entity and any other entity which adopts the Plan with
          respect to its Employees with the consent of such establishing
          Employer.  For purposes of this Plan, a Participant shall receive
          credit for all service with the Employer and with any other entity
          which adopts the Plan with respect to its Employees with the
          consent of the establishing Employer.  In addition, if such an
          Employee ever becomes a Participant hereunder, service to be
          counted for Plan purposes shall include service for the Employer in
          a class of Employees otherwise ineligible for participation under
          this Plan.  For purposes of applying the provisions of Code
          Sections 401, 408(k), 410, 411, 415 and 416, all employees of
          Affiliated Employers shall be treated as employed by a single
          employer.  An "Affiliated Employer" shall mean the Employer and any
          corporation which is a member of a controlled group of corporations
          (as defined in Code Section 416(b)) which includes the Employer,
          any trade or business (whether or not incorporated) which is under
          common control (as defined in Code Section 414(c) with the
          Employer;, any organization (whether or not incorporated) which is
          a member of an affiliated service group (as defined in Code Section
          414(m)) which includes the Employer, and any other entity required
          to be aggregated with the Employer pursuant to regulations under
          Code Section 414(o).  In any case where an Employer is maintaining
          the Plan of a predecessor Employer, service for such predecessor
          shall be treated as service for the Employer.

16.18     Employer Contributions:  Contributions made by the Employer
          to the Plan.

16.19     Excess Aggregate Contributions: With respect to any Plan Year, the
          excess of:

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

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

          Such determinations shall be made after first determining
          Excess Elective Deferrals pursuant to Section 2.02(f) and then
          determining Excess Contributions pursuant to Section 2.02(g).

16.20     Excess Contributions: With respect to any Plan Year, the excess of:

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

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

16.21     Excess Contribution Percentage:  The percentage of Compensation
          which is contributed by the Employer under the Plan with respect to
          that portion of each Participant's Compensation in excess of the
          integration level specified in Section 2.03(b).


16.22     Excess Elective Deferrals: Those Elective Deferrals that are
          includible in a Participant's gross income under Code Section
          402(g) to the extent such Participant's Elective Deferrals for a
          taxable year exceed the dollar limitation under such Code section. 
          Excess Elective Deferrals shall be treated as annual additions
          under the Plan, unless such amounts are distributed no later than
          the first April 15 following the close of the Participant's taxable
          year.

16.23     Family Member: An individual described in Section 16.25 of the
          Plan.

16.24     Fiduciaries: The Employer, the Trustee and the Plan Administrator,
          but only to the extent of the specific responsibilities allocated
          to each of them under the Plan.  Any person or entity may serve in
          more than one fiduciary capacity with respect to the Plan.

16.25     Highly Compensated Employee: An individual who is either a highly
          compensated active Employee or a highly compensated former
          Employee.  

          A highly compensated active Employee includes any Employee who
          performs service for the Employer during the determination
          year and who, during the look-back year: (a) received
          compensation from the Employer in excess of $75,000.00 (as
          adjusted pursuant to Section 415(d) of the Code); (b) received
          compensation from the Employer in excess of $50,0000.00 (as
          adjusted pursuant to Section 415(d) of the Code) and was a
          member of the top-paid group for such year; or (c) was an
          officer of the Employer and received compensation during such
          year that is greater than fifty percent (50%) of the dollar
          limitation in effect under Section 415(b)(1)(A) of the Code. 
          The term highly compensated Employee also includes: (a)
          Employees who are both described in the preceding sentence if
          the term "determination year" is substituted for the term
          "look-back year" and the Employee is one of the 100 Employees
          who received the most compensation from the Employer during
          the determination year; and (b) Employees who are five percent
          (5%) owners at any time during the look-back year or
          determination year.  

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

          For this purpose, the determination year shall be the Plan
          Year.  The look-back year shall be the twelve-month period
          immediately preceding the determination year.  

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

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

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

16.26     Hour of Service: An "Hour of Service" shall include:

               (a)  Each hour for which an Employee is paid or entitled to
                    payment by the Employer for the performance of duties
                    during the applicable computation period.  These hours
                    shall be credited to the Employee for the computation
                    period in which the duties were performed.

               (b)  Each hour for which an Employee is paid, or entitled to
                    payment by the Employer, either directly or indirectly,
                    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, but excluding
                    payments under a plan maintained solely for the purpose
                    of complying with workmen's compensation, unemployment
                    compensation, or disability insurance laws and also
                    excluding payments for medical or medically related
                    expenses.  No more than 501 Hours of Service shall be
                    credited under this paragraph (b) or paragraph (c) for
                    any single continuous period (whether or not such period
                    occurs in a single computation period).

               (c)  Each hour for which back pay, irrespective of mitigation
                    of damages, is either awarded or agreed to by the
                    Employer.  The same Hours of Service shall not be
                    credited both under paragraph (a) or paragraph (b), as
                    the case may be, and under this paragraph (c).  Further,
                    no more than 501 Hours of Service shall be credited for
                    payment of back pay to the extent it is agreed to or
                    awarded for a period of time during which an Employee did
                    not or would not have performed duties.  These Hours
                    shall be credited to the Employee for the computation
                    period or periods to which the award or agreement
                    pertains rather than the computation period in which the
                    award, agreement or payment is made.

               (d)  Hours of Service under paragraphs (a), (b), and (c) shall
                    be interpreted and credited pursuant to Section
                    2530.200b-2 of the Department of Labor Regulations which
                    is incorporated by this reference.

               (e)  Effective for Plan Years beginning after December 31,
                    1984, the following provision applies for purposes of
                    determining Hours of Service for participation and
                    vesting purposes in a computation period.  An individual
                    who is absent from work for maternity or paternity
                    reasons shall receive credit for the Hours of Service
                    which would otherwise have been credited to such
                    individual but for such absence, or in any case in which
                    such hours cannot be determined, 8 Hours of Service per
                    day of such absence.  For purposes of this paragraph (e),
                    an absence from work for maternity or paternity reasons
                    means an absence (1) by reason of the pregnancy of the
                    individual, (2) by reason of a birth of a child of the
                    individual, (3) by reason of the placement of a child
                    with the individual in connection with the adoption of
                    such child by such individual, or (4) for purposes of
                    caring for such child for a period beginning immediately
                    following such birth or placement.  The Hours of Service
                    credited under this paragraph shall be credited (1) in
                    the computation period in which the absence begins if the
                    crediting is necessary to prevent the Participant from
                    receiving credit for less than 501 Hours of Service, or
                    (2) in all other cases, in the following computation
                    period.

16.27     Matching Contributions: An Employer contribution made to the Plan
          or any other defined contribution plan for the Plan Year on behalf
          of a Participant on account of the Participant's Elective
          Deferrals.

16.28     Net Profit: The amount of net profit earned by the Employer (or
          consolidated net income for an affiliated group of Employers) for
          the particular taxable year before making contributions to this
          Plan other than Elective Deferrals and prior to deductions for
          taxes or income but excluding extraordinary items and as determined
          in accordance with generally accepted accounting principles.

16.29     Non-Highly Compensated Employee: An Employee of the Employer who is
          neither a Highly Compensated Employee nor a Family Member.

16.30     Normal Retirement Age: Normal Retirement Age shall be age 59-1/2.

16.31     Participant: An Employee who satisfies the eligibility requirements
          set forth in this Plan.

16.32     Plan: The defined contribution plan and trust known as the Holiday
          Rambler Corporation Employees' Retirement Plan as amended from time
          to time.

16.33     Plan Administrator:  The Employer or any person, committee or
          entity appointed by the Employer whose purpose shall be to
          administer the Plan.

16.34     Plan Limitation Year: The twelve (12) month period used for
          computing the limitations imposed by Code Section 415.  The
          Employer elects to use the Employer's fiscal year as the Plan
          Limitation Year.

16.35     Plan Year:  Any fiscal year of the Employer which ends on a date
          subsequent to the Effective Date.

16.36     Qualified Matching Contributions:  Matching Contributions which are
          subject to the distribution and nonforfeitability requirements
          under Code Section 401(k) when made.

16.37     Qualified Nonelective Contributions: Contributions (other than
          Matching Contributions or Qualified Matching Contributions) made by
          the Employer and allocated to Participants' accounts that the
          Participants may not elect to receive in cash until distributed
          from the Plan; that are nonforfeitable when made; and that are
          distributable only in accordance with the distribution provisions
          that are applicable to Elective Deferrals and Qualified Matching
          Contributions.

16.38     Trustee: The "Trustee" as named above and any successors.

16.39     Year of Service: A twelve (12) month period during which the
          Employee has not less than 1,000 Hours of Service.  The initial
          eligibility computation period shall be the twelve (12) consecutive
          month period beginning with the employment commencement date.  If
          an Employee fails to complete 1,000 Hours of Service in the twelve
          (12) consecutive months beginning with the employment commencement
          date, the eligibility computation period shall be the Plan Year
          which includes the first anniversary of the employment commencement
          date, and, where additional eligibility computation periods are
          necessary, succeeding Plan Years.  An Employee's employment
          commencement date shall be deemed to be the day on which the
          Employee first completes an Hour of Service with the Employer.

16.42     Year of Vesting Service: A Plan Year during which the Employee has
          not less than 1,000 Hours of Service.  Except for Plan Years in
          which the Employee did not elect to make Elective Deferrals, all
          Years of Vesting Service of an Employee shall be aggregated for
          purposes of determining the vested interest of an Employee under
          the Plan including service with the Employer while a member of an
          ineligible class of Employees.  However, for purposes of
          determining the vested interest of a Participant in Matching
          Contributions, no Year of Vesting Service will credited for any
          Plan Year in which the Participant fails to make Elective Deferrals
          to the Plan.

          Under no circumstances shall any of the foregoing definitions be
          interpreted or construed in a manner which shall be inconsistent
          with ERISA or the Code or any valid regulations issued under them.