Retirement Savings Plan for Milwaukee And Tomahawk Hourly Bargaining Unit Employees - Harley-Davidson Inc.

   

                  HARLEY-DAVIDSON, INC. RETIREMENT SAVINGS PLAN
                        FOR MILWAUKEE AND TOMAHAWK HOURLY
                           BARGAINING UNIT EMPLOYEES 

            (As Amended and Restated Effective as of January 1, 1993)


                                TABLE OF CONTENTS


   ARTICLE I.          PREAMBLE  . . . . . . . . . . . . . . . . . . . .    1
        Section 1.1    The Plan  . . . . . . . . . . . . . . . . . . . .    1

   ARTICLE II          DEFINITIONS   . . . . . . . . . . . . . . . . . .    2
        Section 2.1    Definitions   . . . . . . . . . . . . . . . . . .    2
        Section 2.2    Gender and Number   . . . . . . . . . . . . . . .    4

   ARTICLE III.     ELIGIBILITY TO PARTICIPATE AND
                    CREDITING OF SERVICE   . . . . . . . . . . . . . . .    5
        Section 3.1    Regular, Full-Time Employees  . . . . . . . . . .    5
        Section 3.2    Reemployment  . . . . . . . . . . . . . . . . . .    5
        Section 3.3    Enrollment  . . . . . . . . . . . . . . . . . . .    5
        Section 3.4    Leased Employees  . . . . . . . . . . . . . . . .    5

   ARTICLE IV.      BEFORE-TAX CONTRIBUTIONS AND 
                    ROLLOVER CONTRIBUTIONS   . . . . . . . . . . . . . .    6
        Section 4.1    Before-Tax Contributions In General   . . . . . .    6
        Section 4.2    Adjustment of Amount of Before-Tax Contributions     6
        Section 4.3    Election to Discontinue Before-Tax Contributions     6
        Section 4.4    Automatic Discontinuance of Before-Tax
                        Contributions  . . . . . . . . . . . . . . . . .    6
        Section 4.5    Resumption of Before-Tax Contributions  . . . . .    6
        Section 4.6    Payment of Before-Tax Contributions   . . . . . .    7
        Section 4.7    Rollover Contributions  . . . . . . . . . . . . .    7
        Section 4.8    Deductibility of Contributions  . . . . . . . . .    7

   ARTICLE V.       LIMITATIONS ON BEFORE-TAX
                    CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . .    8

        Section 5.1    $7,000 Limitation   . . . . . . . . . . . . . . .    8
        Section 5.2    Maximum Deferral Percentage   . . . . . . . . . .    8
        Section 5.3    Definitions   . . . . . . . . . . . . . . . . . .    9
        Section 5.4    Prospective Reduction of Before-Tax
                        Contributions  . . . . . . . . . . . . . . . . .   11

        Section 5.5    Reduction After Before-Tax Contributions
                        Have Been Made   . . . . . . . . . . . . . . . .   11
        Section 5.6    Adjustment in Limitations   . . . . . . . . . . .   11
        Section 5.7    Code Section 415 Limitations  . . . . . . . . . .   11

   ARTICLE VI.      PARTICIPANT'S ACCOUNT; INVESTMENT OF
                    CONTRIBUTIONS; COMPANY STOCK FUND 
                    RULES  . . . . . . . . . . . . . . . . . . . . . . .   12
        Section 6.1    General   . . . . . . . . . . . . . . . . . . . .   12
        Section 6.2    Investment of Before-Tax Contributions in a
                        Policy   . . . . . . . . . . . . . . . . . . . .   12
        Section 6.3    Investment of Before-Tax Contributions in
                        Investment Funds   . . . . . . . . . . . . . . .   13
        Section 6.4    Transfers Among Investment Funds  . . . . . . . .   13
        Section 6.5    Allocation of Earnings and Losses   . . . . . . .   13
        Section 6.6    Valuation Conclusive  . . . . . . . . . . . . . .   14
        Section 6.7    Voting and Tender Rights as to Company Stock  . .   14

   ARTICLE VII.     DISTRIBUTION UPON TERMINATION OF
                    EMPLOYMENT OR DISABILITY   . . . . . . . . . . . . .   16
        Section 7.1    Retirement or Disability Benefits   . . . . . . .   16
        Section 7.2    Policy  . . . . . . . . . . . . . . . . . . . . .   16
        Section 7.3    Time of Payment; Valuation  . . . . . . . . . . .   16
        Section 7.4    Distribution Because of Death   . . . . . . . . .   16
        Section 7.5    Beneficiary Designation   . . . . . . . . . . . .   17
        Section 7.6    Deadline for Distributions  . . . . . . . . . . .   17
        Section 7.7    No Continued Investment in Trust  . . . . . . . .   18
        Section 7.8    Direct Transfer of Eligible Rollover
                        Distributions  . . . . . . . . . . . . . . . . .   18

   ARTICLE VIII.    IN-SERVICE WITHDRAWALS   . . . . . . . . . . . . . .   19
        Section 8.1    Withdrawals from Before-Tax Contributions   . . .   19
        Section 8.2    Payment of Withdrawals; Valuation   . . . . . . .   20

   ARTICLE IX.      LOANS  . . . . . . . . . . . . . . . . . . . . . . .   21
        Section 9.1    In General  . . . . . . . . . . . . . . . . . . .   21
        Section 9.2    Minimum and Maximum Amounts   . . . . . . . . . .   21
        Section 9.3    Interest Rate   . . . . . . . . . . . . . . . . .   21
        Section 9.4    Repayment Terms   . . . . . . . . . . . . . . . .   21

        Section 9.5    Source of Loans; Investment of Repaid Amounts   .   22
        Section 9.6    Default   . . . . . . . . . . . . . . . . . . . .   22
        Section 9.7    Administrative Rules  . . . . . . . . . . . . . .   22


   ARTICLE X.       FINANCING  . . . . . . . . . . . . . . . . . . . . .   23
        Section 10.1   Trust Fund  . . . . . . . . . . . . . . . . . . .   23
        Section 10.2   Trustee's Authority   . . . . . . . . . . . . . .   23
        Section 10.3   Investment Funds  . . . . . . . . . . . . . . . .   23
        Section 10.4   Investment Manager  . . . . . . . . . . . . . . .   23
        Section 10.5   Nonreversion  . . . . . . . . . . . . . . . . . .   24
        Section 10.6   Payment of Expenses   . . . . . . . . . . . . . .   24
        Section 10.7   Participant's Investment Control  . . . . . . . .   24

   ARTICLE XI.      ADMINISTRATION   . . . . . . . . . . . . . . . . . .   25
        Section 11.1   Administrator   . . . . . . . . . . . . . . . . .   25
        Section 11.2   Compensation and Expenses   . . . . . . . . . . .   25
        Section 11.3   Application for Benefits  . . . . . . . . . . . .   25
        Section 11.4   Claims and Appeals Procedure  . . . . . . . . . .   26
        Section 11.5   No Enlargement of Employee Rights   . . . . . . .   26
        Section 11.6   Payments on Behalf of Incompetent Participants
                        or Beneficiaries   . . . . . . . . . . . . . . .   26
        Section 11.7   Indemnity for Liability   . . . . . . . . . . . .   27
        Section 11.8   Withholding for Taxes   . . . . . . . . . . . . .   27
        Section 11.9   Insurer   . . . . . . . . . . . . . . . . . . . .   27

   ARTICLE XII.     GENERAL PROVISIONS   . . . . . . . . . . . . . . . .   28
        Section 12.1   Unclaimed Payments  . . . . . . . . . . . . . . .   28
        Section 12.2   Nondiscriminatory Action  . . . . . . . . . . . .   28
        Section 12.3   Receipt and Release   . . . . . . . . . . . . . .   28
        Section 12.4   Nonalienation of Benefits   . . . . . . . . . . .   28
        Section 12.5   Compensation Data from Employer   . . . . . . . .   29
        Section 12.6   Effect of Mistake   . . . . . . . . . . . . . . .   29
        Section 12.7   Notice of Address   . . . . . . . . . . . . . . .   29
        Section 12.8   Severability  . . . . . . . . . . . . . . . . . .   29
        Section 12.9   Notices and Communications  . . . . . . . . . . .   29
        Section 12.10  Waiver of Notice  . . . . . . . . . . . . . . . .   29
        Section 12.11  Applicable Law  . . . . . . . . . . . . . . . . .   30
        Section 12.12  Policy Restrictions   . . . . . . . . . . . . . .   30

   ARTICLE XIII.    AMENDMENT AND TERMINATION  . . . . . . . . . . . . .   31
        Section 13.1   Company's Right to Amend and Terminate  . . . . .   31
        Section 13.2   Termination of the Plan   . . . . . . . . . . . .   31
        Section 13.3   Merger, Consolidation, or Transfer  . . . . . . .   31

   ARTICLE XIV.     PARTICIPATION IN THE PLAN BY ADDITIONAL 
                    EMPLOYERS  . . . . . . . . . . . . . . . . . . . . .   32
        Section 14.1   Participation in the Plan   . . . . . . . . . . .   32
        Section 14.2   Plan and Trust Agreement Control  . . . . . . . .   32

   
                              ARTICLE I.  PREAMBLE


             Section 1.1    The Plan.  The Harley-Davidson, Inc. Retirement
   Savings Plan for Milwaukee and Tomahawk Hourly Bargaining Unit Employees
   is intended to encourage savings and to provide benefits to salaried
   employees of Harley-Davidson, Inc. upon their retirement or earlier
   termination of employment and to their spouses or other beneficiaries upon
   death.

             The Plan, as set forth herein, was amended and restated
   effective as of January 1, 1990 to conform to the requirements of the Tax
   Reform Act of 1986 and to include Company Stock as an investment option. 
   The Plan was again restated effective January 1, 1993, to update the Plan
   for final regulations under the Tax Reform Act of 1986 and subsequent
   legislative changes.  As part of the 1993 restatement the name of the Plan
   was changed from the Harley-Davidson, Inc. Thrift Incentive Plan to the
   Harley-Davidson, Inc. Retirement Savings Plan.  The Plan is a profit
   sharing plan with cash-or-deferred features authorized by Code Section
   401(k).

             Except as otherwise specifically provided, any amendment to the
   Plan shall apply only to periods on and after, and employees whose
   employment is terminated on and after, the effective date.  Rights with
   respect to periods before such date shall be determined under the terms of
   the Plan (or any predecessor thereof) as in effect from time to time prior
   to the effective date of the amendment.

             Notwithstanding the foregoing, this amended and restated Plan
   contains the provisions necessary to conform retroactively the Plan to the
   requirements of the Tax Reform Act of 1986 and subsequent legislation and
   regulatory developments.  Accordingly, the following provisions shall be
   deemed to be effective January 1, 1987:  Leased employees in Article III,
   limitations on contributions in Article V, benefit limitations and
   distribution rules in Article VII, in-service withdrawal rules in Article
   VIII, loan rules in Article IX as in effect prior to October 18, 1989, and
   other miscellaneous technical modifications located in Articles II and XI
   of the Plan.  Article IX, as included herein, was amended and restated in
   its entirety effective October 18, 1989.

                            ARTICLE II.  DEFINITIONS


             Section 2.1    Definitions.  Whenever used in the Plan, the
   following words and phrases shall have the respective meanings stated
   below unless a different meaning is plainly required by the context, and
   when the defined meaning is intended, the term is capitalized.

             (a)  'Accounting Date' means the last day of each month, or such
   other date or dates as the Administrator may designate from time to time
   as an Accounting Date.

             (b)  'Act' means the Employee Retirement Income Security Act of
   1974, as now in effect or hereafter amended.

             (c)  'Administrator' means a committee comprised of the Vice
   President Human Resources, the Chief Financial Officer, the Treasurer, and
   the Company's General Counsel or any successor Administrator appointed by
   the Board.

             (d)  'Affiliate' means (1) a corporation which is a member of
   the same controlled group of corporations (within the meaning of Code
   section 414(b)) as the Company, (2) an incorporated or unincorporated
   trade or business which is under common control with the Company (as
   determined under Code section 414(c)), or (3) an organization which,
   together with the Company, is an affiliated service group (as determined
   under Code section 414(m)), and any other corporation that the Company
   shall designate as an Affiliate.

             (e)  'Beneficiary' means the person or persons designated by a
   Member pursuant to Section 7.5.

             (f)  'Board' means the Board of Directors of the Company.

             (g)  'Code' means the Internal Revenue Code of 1986, as amended.

             (h)  'Company' means Harley-Davidson, Inc. and any organization
   that is a successor thereto that adopts and continues the Plan.

             (i)  'Company Stock' means the common stock of Harley-Davidson,
   Inc., par value $1.00 per share.

             (j)  'Company Stock Fund' means an Investment Fund which is
   invested in Company Stock, which pending such investment, may be invested
   in short-term securities.

             (k)  'Compensation' means the total salary, wages, and other
   amounts (cash and noncash) paid by the Employers to an Employee, prior to
   reductions under Code Sections 402(e)(3) or 125, for personal services
   rendered to Employers in the course of employment to the extent the
   amounts are includable in taxable income including, but not limited to,
   overtime, bonuses, commissions, living or other allowances, shift
   differential pay, fringe benefits, and reimbursements or other expense
   allowances under a nonaccountable plan (as described in Treasury
   Regulation Section 1.62-2(c)), but excluding any amounts which receive
   special tax benefits.  The maximum annual compensation taken into account
   hereunder for purposes of calculating any Participant's accrued benefit
   (including the right to any optional benefit) and for all other purposes
   under the Plan shall be $200,000 (or such other amount permitted pursuant
   to Code Section 401(a)(17)).  For purposes of calculating this maximum for
   any 5 percent owner or highly compensated employee who is in the group of
   ten employees paid the greatest compensation during the year, pursuant to
   Code Section 414(q)(6), the compensation of a spouse or a lineal
   descendant under age nineteen before the end of the Plan Year shall be
   treated as if paid to the employee.

             (l)  'Effective Date' means January 1, 1986, the date as of
   which the Company originally adopted the Plan.

             (m)  'Employee' means any person employed by an Employer on an
   hourly basis who is in a collective bargaining unit represented by Local
   Numbers 209 or 460 of the International Union, Allied Industrial Workers
   of America, AFL-CIO or Tool and Die Makers Lodge Number 78 of the
   International Association of Machinists and Aerospace Workers, AFL-CIO, or
   any successor thereto.  

             (n)  'Employer' means the Company and each Affiliate which has
   adopted the Plan pursuant to Article XIV.

             (o)  'Entry Date' means January 1 and July 1 or such other dates
   (not less frequent than semiannual) as the Administrator may designate
   from time to time as Entry Dates.

             (p)  'Insurer' means the insurance company or companies which
   issues the Policies provided under this Plan upon application by the
   Trustee.

             (q)  'Investment Fund' means such fund or funds of the Trust
   Fund established from time to time by the Administrator including the
   Company Stock Fund.

             (r)  'Investment Manager' means any person or entity --

                  (i)  who renders advice respecting or has been
                       empowered to manage, acquire, or dispose of any
                       assets of the Plan; and

                  (ii) who (A) is registered as an investment adviser
                       under the Investment Advisers Act of 1940, or (B)
                       is a bank, as defined in such act, or (C) is an
                       insurance company qualified to perform services
                       described in (1) above under the laws of more
                       than one State; and

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

             (s)  'Participant'  means an Employee who becomes entitled to
   participate in the Plan.

             (t)  'Plan' means the 'Harley-Davidson, Inc. Retirement Savings
   Plan for Milwaukee and Tomahawk Hourly Bargaining Unit Employees' as
   provided herein and as subsequently amended from time to time.  Prior to
   January 1, 1993, the name of the Plan was the Harley-Davidson, Inc. Thrift
   Incentive Plan for Milwaukee and Tomahawk Hourly Bargaining Unit
   Employees.

             (u)  'Plan Year' means the calendar year.

             (v)  'Policy' means a universal life insurance policy or
   policies.  Such Policy shall be issued by the Insurer, at the election of
   the Participant, on the life of the Participant and/or the life of the
   Participant's spouse, and may include a term insurance rider on the lives
   of dependent children.

             (w)  'Trust Agreement' means the Harley-Davidson, Inc. Thrift
   Incentive Trust for Milwaukee and Tomahawk Hourly Bargaining Unit
   Employees dated October 1, 1989, between the Company and the Trustee, as
   it may be amended from time to time.  Prior to October 1, 1989, the Plan
   was funded using the Harley-Davidson Thrift Incentive Trust dated June 15,
   1981, as amended.  Effective January 1, 1994, the name of such Trust
   Agreement shall be the Harley-Davidson, Inc. Retirement Savings Trust for
   Milwaukee and Tomahawk Hourly Bargaining Unit Employees.

             (x)  'Trustee' means Marshall & Ilsley Trust Company or any
   successor appointed pursuant to the Trust Agreement.

             (y)  'Trust Fund' means all the assets which are held by the
   Trustee for the purposes of this Plan.

             Section 2.2    Gender and Number.  Wherever applicable, the
   masculine pronoun as used herein shall be deemed to include the feminine
   pronoun, and the singular shall be deemed to include the plural.


        ARTICLE III.  ELIGIBILITY TO PARTICIPATE AND CREDITING OF SERVICE


             Section 3.1    Regular, Full-Time Employees.  An individual who
   is classified by his Employer as an Employee shall be eligible to
   participate and make Before-Tax Contributions to the Plan as of the Entry
   Date next following his date of employment, provided he then is an
   Employee.  A layoff, not in excess of 18 months, shall not be deemed to
   interrupt an individual's employment for this purpose; provided, however,
   that the individual shall not be eligible to participate until the Entry
   Date next following reemployment after recall from layoff.

             Section 3.2    Reemployment.  An Employee whose employment was
   terminated or who was transferred to salaried status and who previously
   was a Participant or was eligible to participate shall become a
   Participant on the date of his reemployment as an Employee.  The
   Administrator is authorized to make and receive plan to plan transfers
   between the Plan and other defined contribution plans maintained by the
   Company or Affiliates with respect to transferred Employees.

             Section 3.3    Enrollment.  An Employee who has met the
   eligibility requirements of Section 3.1 may become a Participant in the
   Plan as of the Entry Date that he initially is eligible by completing an
   application form prescribed by the Administrator and filing such
   application with the Administrator at such time and in such manner as the
   Administrator shall determine.  In making such application, he shall
   signify his acceptance of the terms and conditions of the Plan, and shall
   be bound thereby.  Each application will authorize the Employer to reduce
   his Compensation by the amount of such Before-Tax Contributions as may be
   specified by him in the form, and will also specify the Investment Fund(s)
   in which such contributions are to be invested.  A Participant who elects
   to have Before-Tax Contributions invested in a Policy must also satisfy
   any requirements imposed by the Insurer as a condition to the issuance of
   such Policy.  If an Employee does not elect to become a Participant and
   have Before-Tax Contributions made to the Plan as of the date that he
   initially is eligible to do so, he shall be required to wait until a
   succeeding Entry Date before he again is eligible.

             Section 3.4    Leased Employees.  A person who is a 'leased
   employee' within the meaning of Code Section 414(n) and (o) shall not be
   eligible to participate in the Plan, but in the event such a person was
   participating or subsequently becomes an Employee eligible to participate
   herein, credit shall be given for the person's service as a leased
   employee toward completion of the Plan's eligibility and vesting
   requirements, including any service for an Affiliate, if applicable. 

   ARTICLE IV.  BEFORE-TAX CONTRIBUTIONS AND ROLLOVER CONTRIBUTIONS

             Section 4.1    Before-Tax Contributions In General.  Each
   Participant, so long as he remains a Participant, may elect (in accordance
   with Administrator rules) to reduce his Compensation by an amount equal to
   any whole percentage of the Compensation paid to him each payday, up to a
   maximum determined from time to time by the Administrator but not in
   excess of 20 percent.  Upon notice, the Administrator shall be permitted
   to change the foregoing percentage levels.  The amount by which a
   Participant's Compensation is reduced shall be contributed by his Employer
   on his behalf to the Plan as his Before-Tax Contribution.

             Section 4.2    Adjustment of Amount of Before-Tax Contributions. 
   Adjustments in the amount of any Participant's Before-Tax Contributions
   may be made by a Participant at such times as permitted by Administrator
   rules, by filing with the Administrator a notice of such change (in
   accordance with Administrator rules) prior to the date as of which he
   desires such adjustment to be effective.

             Section 4.3    Election to Discontinue Before-Tax Contributions. 
   A Participant may elect to have his Before-Tax Contributions completely
   discontinued by filing with the Administrator a notice of such
   discontinuance (in accordance with Administrator rules).  Such
   discontinuance shall be effective on the first administratively convenient
   payday after such notice is received by the Administrator.

             Section 4.4    Automatic Discontinuance of Before-Tax
   Contributions.  Effective May 1, 1990, a Participant who ceases to be an
   Employee shall have his Before-Tax Contributions completely discontinued,
   effective as of the last day worked.  Prior to such date, the date of such
   discontinuance shall be the date of cessation of Employee status.

             Section 4.5    Resumption of Before-Tax Contributions.  Any
   Participant whose Before-Tax Contributions have been discontinued may
   elect to have such contributions resumed if, at the time he is eligible to
   again contribute, he files with the Administrator a notice (in accordance
   with Administrator rules) prescribed for such purpose.  A Participant who
   has elected to have his contributions discontinued pursuant to Section 4.3
   shall again be eligible to contribute as of such date permitted in
   accordance with Administrator rules next following the effective date of
   discontinuance.  A Participant whose contributions were discontinued
   pursuant to Section 4.4 shall be eligible to again contribute as of the
   date he again returns to work. 

             Section 4.6    Payment of Before-Tax Contributions.  Before-Tax
   Contributions shall be paid over by the Employer to the Trustee and
   allocated and credited to the Participant's account in the Trust Fund as
   soon as possible after the date they would have been otherwise received as
   Compensation.  All amounts elected by the Participant to be contributed to
   the Plan pursuant to this Article, as well as all amounts held in the Plan
   that are attributable to contributions to the Previous Plan, shall at all
   times be fully vested and nonforfeitable.

             Section 4.7    Rollover Contributions.  Effective January 1,
   1992, any Employee may from time to time contribute to the Trust Fund a
   rollover contribution in cash.  An Employee making a rollover contribution
   shall certify in writing the amount of the proposed rollover contribution
   and supply documentation acceptable to the Administrator confirming the
   amount and the status of the rollover contribution.  A rollover
   contribution shall be credited to the Employee's account in the Trust Fund
   as soon as possible after it is received by the Trustee and shall be
   invested as provided in Article V.  All amounts held in the Plan that are
   attributable to rollover contributions  shall at all times be fully vested
   and nonforfeitable.

             Section 4.8    Deductibility of Contributions.  Employer
   contributions hereunder are conditioned upon their deductibility under
   Code Section 404.  Notwithstanding any provision herein to the contrary,
   to the extent a deduction is disallowed, contributions may be returned to
   the Employer within one year after such disallowance.

               ARTICLE V.  LIMITATIONS ON BEFORE-TAX CONTRIBUTIONS


             Section 5.1    $7,000 Limitation.  In no event may the Before-
   Tax Contributions made on behalf of any Participant exceed $7,000 in any
   Plan Year.  The Administrator, in his discretion, may establish rules
   necessary for such limitation to be met with respect to any Participant
   including, but not limited to, rules that require a reduction or refund in
   contributions in order to meet the limitation and rules applicable to
   satisfy the appropriate limitations should a Participant participate
   within the same calendar year in this Plan and another qualified plan
   intended to meet the requirements of Section 401(k) of the Internal
   Revenue Code.  Notwithstanding the foregoing, Before-Tax Contributions in
   excess of $7,000 may be made for Plan Year 1987, subject to the cost-of-
   living adjustment provisions of Code Section 402(g).

             Section 5.2    Maximum Deferral Percentage.  Notwithstanding any
   provision of the Plan to the contrary, the Plan is subject to the
   limitations of Code Section 401(k) which are incorporated herein by this
   reference.  Accordingly, in no event may the Before-Tax Contributions made
   on behalf of all eligible Participants who are highly compensated
   individuals with respect to any Plan Year result in a deferral percentage
   for such group of eligible Participants which exceeds the greater of (a)
   or (b) below, where:

             (a)  is an amount equal to 125% of the deferral percentage
                  for all eligible Participants other than eligible
                  Participants who are highly compensated individuals;
                  and

             (b)  is an amount equal to the sum of the deferral
                  percentage for all eligible Participants other than
                  highly compensated individuals and 2%, provided that
                  such amount does not exceed 200% of the deferral
                  percentage for all eligible Participants other than
                  highly compensated individuals;

   subject to such other applicable limits as may be prescribed by the
   Secretary of the Treasury to prevent the multiple use of this limitation. 
   In order to ensure the favorable tax treatment of Before-Tax Contributions
   hereunder pursuant to Code Section 401(k) or to ensure compliance with
   Code Section 402(g) or 415, the Administrator in its discretion may
   prospectively decrease the rate of Before-Tax Contributions of any
   Participant at any time and, to the extent permitted by applicable
   regulations, may direct the Trustee to refund Before-Tax Contributions to
   any Participant.  Any excess contributions, determined (i) after
   application of the family aggregation rules, any recharacterization of
   deferrals as after-tax contributions if applicable and use of qualified
   nonelective contributions and/or qualified matching contributions as
   helpful in the actual deferral percentage test, and (ii) by leveling the
   highest deferral ratios until the test is satisfied, and excess deferrals
   shall be distributed including applicable income determined pursuant to
   applicable regulations, including gap period income after 1988, together
   with any applicable matching contribution.  Such distributions shall be
   made during the plan year following the year the excess contributions were
   made, and the amount shall be determined based on the respective portions
   attributable to each highly compensated employee based on compensation.

             Section 5.3    Definitions.  For purposes of this Article V, the
   following terms shall have the following meanings:

             (a)  'Eligible Participant' shall mean an Employee who is
   eligible to participate in the Plan pursuant to Article III, whether or
   not he actually elects to participate in the Plan.

             (b)  'Highly compensated individual' shall mean an individual
   who:

                  (i)  is a 5% owner of the Company or an Affiliate;

                  (ii) receives compensation from the Company or one or
                       more Affiliates in excess of $75,000 (as adjusted
                       pursuant to Code Section 415(d)) for a year;

                 (iii) receives compensation from the Company
                       or one or more Affiliates in excess of
                       $50,000 (as adjusted pursuant to Code
                       Section 415(d)) for a year and is in
                       the top 20%, when ranked on the basis
                       of compensation, of the employees of
                       the Company and all Affiliates
                       (disregarding employees who normally
                       work less than 17 l/2 hours per week or
                       6 months per year, employees covered by
                       a collective bargaining agreement, and
                       nonresident aliens who receive no
                       earned income from sources within the
                       United States); or

                  (iv) is an officer of the Company or an Affiliate and
                       receives compensation from the Company or an
                       Affiliate greater than 50% of the amount in
                       effect under Code Section 415(b)(1)(A) of the
                       Internal Revenue Code; provided, however, that no
                       more than 50 individuals shall be taken into
                       account under this paragraph (iv).

                       The determination under (i), (ii), (iii) or (iv)
                       of whether an individual is a highly compensated
                       individual shall be made with respect to the
                       current and the preceding Plan Year; provided,
                       however, that an individual who did not satisfy
                       (ii), (iii) or (iv) during the preceding Plan
                       Year shall only be considered highly compensated
                       if during the current Plan Year he is among the
                       100 most highly compensated individuals employed
                       by the Company and all Affiliates.

                       For purposes of determining who is a highly
                       compensated individual and for purposes of the
                       maximum deferral percentage described in Section
                       5.2 hereof, a family member of a 5% owner or one
                       of the highest 10 paid individuals employed by
                       the Company and all Affiliates shall not be
                       considered a separate individual and, further,
                       any compensation paid to him or contribution made
                       on his behalf shall be attributed to the highly
                       compensated individual described above.

                       'Compensation' for purposes of determining who is
                       a highly compensated individual under this
                       Subsection (b) has the meaning set forth in
                       Section 2.1(k) hereof but not subject to the cap
                       on compensation under Code Section 401(a)(17). 
                       The $75,000 and $50,000 limits described in
                       paragraphs (ii) and (iii) shall be adjusted in
                       accordance with, and at such time prescribed in,
                       rules issued by the Secretary of the Treasury.

             (c)  'Deferral Percentage' with respect to any specified group
   of eligible Participants for a year shall mean the average of the ratios
   (calculated separately for each eligible Participant in the group) of:

                  (i)  The amount of Before-Tax Contributions allocated
                       to the account of each eligible Participant for
                       such year, to

                  (ii) The eligible Participant's compensation for such
                       year.

             (d)  'Compensation,' for purposes of paragraph (c)(ii) has the
   meaning set forth in Section 2.1(k) hereunder but, as determined by the
   Administrator, prior to or after reduction on account of a Participant's
   Before-Tax Contributions to this Plan or any other contributions not
   treated as taxable income by reason of Section 125 or 402(e)(3) of the
   Code.

             Section 5.4    Prospective Reduction of Before-Tax
   Contributions.  In the event that it is determined by the Administrator at
   any time that the maximum deferral percentage prescribed in Section 5.2 or
   the Code Section 415 limitations prescribed in Section 5.7 could be
   exceeded, then the amount of Before-Tax Contributions allowed to be made
   on behalf of some or all of the eligible Participants shall be reduced in
   such manner prescribed by the Administrator.  Once a reduction has been
   made hereunder, it shall remain in effect for the remainder of the year,
   unless the Administrator determines that it is no longer necessary in
   order for the maximum deferral percentage or Code Section 415 limitations
   to be met.

             Section 5.5    Reduction After Before-Tax Contributions Have
   Been Made.  In the event that, notwithstanding Section 5.4 hereof, it is
   determined by the Administrator that the maximum deferral percentage
   limitations have been exceeded with respect to any Plan Year, then the
   Before-Tax Contributions that have been made on behalf of the eligible
   Participants who are highly compensated individuals shall be reduced, and
   the excess (together with the income allocable thereto) shall be
   distributed to the affected highly compensated individuals or, to the
   extent permitted under rules prescribed by the Secretary of Treasury and
   determined by the Administrator, recharacterized as after-tax
   contributions.  The highly compensated individuals with respect to whom
   the reduction and distributions hereunder shall be made and the amount of
   such reductions shall be determined by reducing the maximum allowable
   percentage of Before-Tax Contributions under Article IV to such percentage
   which, when applied to all eligible Participants who are highly
   compensated individuals, results in the maximum deferral percentage not
   being exceeded.

             Section 5.6    Adjustment in Limitations.  Sections 5.2 through
   5.5 are intended to conform with Sections 401(k) of the Code.  In the
   event that the Administrator determines that, in accordance with the Code
   and rules prescribed by the Secretary of the Treasury, the limitations of
   Section 401(k) may be applied in a manner different from that prescribed
   in Sections 5.2 through 5.5, the Administrator, in his discretion, may
   make appropriate adjustments.

             Section 5.7    Code Section 415 Limitations.  The limitations on
   benefits and contributions prescribed by Section 415 of the Code are
   incorporated by reference.  The limitation year is the calendar year.  The
   applicable definition of compensation for Code Section 415 purposes shall
   be as set forth in Section 2.1(k) hereof but not subject to the cap on
   compensation under Code Section 401(a)(17).  In the event that the
   limitations of Section 415(e) of the Code would be exceeded but for this
   Section 5.7, benefits under any applicable qualified defined benefit plan
   shall be reduced or frozen prior to any reduction in contributions to this
   Plan.


                       ARTICLE VI.  PARTICIPANT'S ACCOUNT;
              INVESTMENT OF CONTRIBUTIONS; COMPANY STOCK FUND RULES


             Section 6.1    General.  A separate account shall be maintained
   for each Participant that reflects his interest in the Plan.  

             Section 6.2    Investment of Before-Tax Contributions in a
   Policy.  In accordance with an election form provided by and filed with
   the Administrator, a Participant may elect that a portion of his Before-
   Tax Contributions to the Plan shall be invested in a Policy, subject to
   the following:

             (a)  The percentage of a Participant's Before-Tax Contributions
   that may be invested in a Policy shall be determined by the Administrator;
   provided, however, that the Before-Tax Contributions invested in a Policy,
   when added to Before-Tax Contributions previously invested in a Policy,
   shall be less than 50% of the total Before-Tax Contributions made to the
   Plan on behalf of the Participant during his aggregate periods of
   participation hereunder and provided, further, that the Before-Tax
   Contributions considered to be attributable to the purchase of term
   insurance, when added to Before-Tax Contributions previously considered to
   be attributable to the purchase of term insurance, shall be less than 25%
   of the total Before-Tax Contributions made to the Plan on behalf of the
   Participant during his aggregate periods of participation hereunder.

             (b)  The Administrator shall direct the Trustee to purchase a
   Policy upon receiving an election form in accordance with Subsection (a). 
   An eligible Participant and, to the extent applicable, his spouse and
   dependent children, shall be covered under any Policy only upon issuance
   and delivery to the Trustee of such Policy.

             (c)  Each Policy and application therefor shall designate the
   Trustee as the owner of the Policy, and so long as the Trustee remains the
   owner, all benefits, rights, and privileges under each Policy which are
   available while the Participant is living shall be vested in the Trustee. 
   Under any Policy, supplemental rider, or other instrument issued in
   settlement thereof, benefits shall be paid to the Trustee and not directly
   to the Participant on whose life the policy was issued or to his
   Beneficiary.  If the deceased insured was the Participant, payment shall
   be made pursuant to Section 7.4.  If the deceased insured was the spouse
   or child of the Participant, the Trustee shall retain an amount equal to
   the cash surrender value of the Policy on the date of the insured's death
   as part of the Participant's account to be invested in accordance with
   Section 6.4, and the remaining proceeds shall be paid to the Participant
   as soon as practicable after receipt from the Insurer.

             (d)  The Trustee shall be under no obligation to pay any premium
   under any Policy unless the Administrator instructs the Trustee to do so,
   in accordance with a Participant's election.  Notwithstanding the
   foregoing, the Trustee may, if directed by the Administrator, borrow
   against the cash surrender value of a Policy in order to pay premiums due,
   but only if the Participant's current Before-Tax Contributions allocated
   to investment in a Policy are insufficient to pay such premiums.  Before-
   Tax Contributions shall first be used to pay premiums on any outstanding
   Policy and only thereafter may be used to increase coverage under the
   Policy.

             (e)  If, at any time, the sum of the Before-Tax contributions
   invested in a Policy pursuant to Subsection (a) hereof and the cash
   surrender value that may be loaned pursuant to Subsection (d) hereof is
   insufficient to pay the premiums due on a Policy, the Policy shall
   thereupon be cancelled.  In accordance with rules prescribed by the
   Administrator, a Participant may elect to cancel a Policy.  Upon the
   cancellation of a Policy, any amount held in a Participant's account with
   respect thereto shall be reinvested in one or more of the Investment Funds
   in accordance with rules prescribed by the Administrator.

             Section 6.3    Investment of Before-Tax Contributions in
   Investment Funds.  Effective as of the date that he becomes a Participant,
   and in accordance with rules prescribed by the Administrator, a
   Participant shall elect that his Before-Tax Contributions shall be
   invested in one or more of the Investment Funds within the Trust Fund. 
   The amount that may be invested in any one Investment Fund shall be equal
   to a percentage (in minimum increments specified by the Administrator from
   time to time) of the Participant's Before-Tax Contributions after first
   subtracting the amount of the Participant's Before-Tax Contributions
   allocated to the purchase of a Policy pursuant to Section 6.2.  In
   accordance with rules prescribed by the Administrator, a Participant may
   periodically elect to change the Investment Funds in which his Before-Tax
   Contributions are invested.

             Section 6.4    Transfers Among Investment Funds.  In accordance
   with rules prescribed by the Administrator, a Participant may elect that
   all or a portion of his interest in any one Investment Fund shall be
   transferred to another Investment Fund or Funds.  In addition, and to the
   extent permitted by the Administrator, a Participant may elect that all or
   a portion of the cash surrender value attributable to a Policy purchased
   with the Participant's Before-Tax Contributions may be transferred to one
   or more of the Investment Funds.  Notwithstanding the foregoing, if it
   determines that any election with respect to a contribution into or
   reallocation of funds into or out of the Company Stock Fund might violate
   applicable securities laws, create a liability for Participants thereunder
   or is for any other reason known to the Administrator contrary to the best
   interests of Participants (including Participants subject to Section 16 of
   the Securities Exchange Act of 1934, as amended), the Administrator may,
   in its sole discretion, suspend or limit the right of any Participants to
   make or change investment elections under this Section.

             Section 6.5    Allocation of Earnings and Losses.  The fair
   market value of the assets of each Investment Fund shall be determined as
   of each Accounting Date. As of each such Accounting Date, a Participant's
   interest in each Investment Fund shall be adjusted to reflect the
   earnings, losses, appreciation and depreciation of such Fund since the
   immediately preceding Accounting Date, based on the proportion that the
   Participant's interest in such Investment Fund as of the date following
   such immediately preceding Accounting Date bears to all Participants'
   interests in such Fund as of such day.  Participants' interests as of such
   day shall be adjusted to include 50% of any loan interest and principal
   deposited to their accounts in the Investment Fund during any allocation
   period of one month or longer.  The accounting for a Participant's
   interest in the Company Stock Fund shall be done on an allocated share
   basis such that (except with respect to dividends on previously allocated
   shares, which dividends are credited directly to the Participant's account
   to which such shares are allocated) shares of Company Stock acquired by
   the Company Stock Fund since the last preceding Accounting Date shall be
   allocated among the subaccounts of Participants in proportion to the then
   current value of each subaccount which is not then attributable to
   allocated stock and dividends thereon, and the individual subaccounts of
   Participants shall be adjusted accordingly.  Dividends received with
   respect to shares of Company Stock other than previously allocated shares,
   and income, expenses, gains and losses on assets other than Company Stock
   held in the Company Stock Fund shall be credited or charged to the
   subaccounts of Participants as of each Accounting Date pro rata on the
   basis of that portion of each Participant's subaccount which is not
   invested in allocated stock.  The foregoing shall be subject to any
   special rules that may be applicable pursuant to the terms of any
   guaranteed income contracts held in an Investment Fund.

             Section 6.6    Valuation Conclusive.  All determinations made by
   the Trustee and Administrator with respect to fair market value and the
   amount of earnings, losses, appreciation and depreciation of any
   Investment Fund (as well as any determinations with respect to a Policy
   held on behalf of a Participant) shall be  made in accordance with
   generally accepted accounting principles, and all such determinations
   shall be conclusive and binding upon Participants, Beneficiaries, and any
   other person claiming to have an interest under the Plan.

             Section 6.7    Voting and Tender Rights as to Company Stock. 
   Shares of Company Stock held by the Company Stock Fund are allocated to
   Participants' subaccounts in that Investment Fund as of each Accounting
   Date.  Such shares are referred to as allocated shares.  In connection
   with each meeting of stockholders of the Company 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 subaccount in the Company Stock Fund.  The Trustee shall
   vote such shares in accordance with such instructions.  All shares of
   Company Stock owned by the Plan but not 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 of
   Company Stock in respect of which voting instructions shall not have been
   received from Participants within the time specified by the Trustee shall
   not be voted.  In connection with a tender offer for, or a request or
   invitation for tenders of Company 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 Company Stock allocated to
   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 Company Stock owned by the Plan but not
   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 of
   Company Stock in respect of which tender instructions shall not have been
   received from Participants within the time specified by the Trustee shall
   not be tendered. 

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

             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 6.7 and the procedures herein.  Any shares of
   Company Stock 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.


                         ARTICLE VII.  DISTRIBUTION UPON
                     TERMINATION OF EMPLOYMENT OR DISABILITY


             Section 7.1    Retirement or Disability Benefits.  If a
   Participant's employment is terminated for a reason other than death or if
   he furnishes proof, satisfactory to the Administrator, of his entitlement
   to Social Security disability benefits, he shall be entitled to a
   distribution of the Participant's allocated Company Stock, if any, and the
   remaining balance of his account in cash, payable in a single sum
   distribution, or if elected by the Participant, a distribution of the
   value of his account payable entirely in cash.

             Section 7.2    Policy.  In the event that a Policy has been
   issued with respect to a Participant entitled to distribution as described
   in Section 7.1, the Participant may elect, in accordance with rules
   prescribed by the Administrator, to have the Policy cancelled, with the
   cash surrender value as of the date of cancellation of the Policy paid to
   him in a single sum in cash, or to have the Policy transferred directly to
   him.

             Section 7.3    Time of Payment; Valuation.  Payment of the
   amounts described in Sections 7.1 and 7.2 normally shall be made to a
   Participant as soon as practicable following his termination of employment
   or proof of disability, with the value of his account determined as of the
   Accounting Date that corresponds with or next follows the date the
   Participant makes application for payment (subject to any special
   valuation procedures applicable to Policies).  Notwithstanding the
   foregoing, if the value of a Participant's vested account has ever
   exceeded $3,500 and he has not attained age 65, the Participant may defer
   the receipt of payment.  In such a case, payment shall be deferred for
   payment (except in the event of the Participant's intervening death) until
   the date on which the Participant attains age 65; provided, however, that
   in accordance with rules prescribed by the Administrator, however, the
   Participant may elect to have any Policy held on his behalf transferred to
   him on any earlier date during the deferral period.  The provisions of the
   Plan are intended to comply with Code Section 401(a)(9) which prescribes
   certain rules regarding minimum distributions and requires that death
   benefits be incidental to retirement benefits.  All distributions under
   the Plan shall be made in conformance with Section 401(a)(9) and the
   regulations thereunder which are incorporated herein by reference.  The
   provisions of the Plan governing distributions are intended to apply in
   lieu of any default provisions prescribed in regulations; provided,
   however, that Code Section 401(a)(9) and the regulations thereunder
   override any Plan provisions inconsistent with such Code Section and
   regulations.

             Section 7.4    Distribution Because of Death.  Upon the death of
   a Participant prior to receipt of all amounts to which he is entitled,
   there shall be distributed to his Beneficiary any remaining portion of his
   account, determined as of the Accounting Date coincident with or next
   following the date on which the Administrator receives written
   notification of the Participant's death and all supporting documentation
   that the Administrator may require.  Distribution shall be made to the
   Beneficiary in the form of the Participant's allocated Company Stock, if
   any, and the remaining balance of his account in cash, or if elected by
   the Beneficiary, a distribution of the value of the Participant's account
   payable entirely in cash, distributed in a single lump sum amount as soon
   as practicable following death, and in all events, within five (5) years
   following the date of the Participant's death.  If a Policy has been
   purchased on behalf of a Participant, the Beneficiary shall receive the
   death benefit under the Policy in the form of a lump sum.  The consent of
   the Beneficiary to such distribution is not required and the Beneficiary
   may not elect to defer such distribution beyond the date established for
   this purpose by the Administrator.

             Section 7.5    Beneficiary Designation.  Each Participant may
   designate, upon such forms as shall be provided for that purpose by the
   Administrator, a Beneficiary or Beneficiaries to receive his interest in
   the Plan in the event of his death, but the designation of a Beneficiary
   shall not be effective for any purpose unless and until it has been filed
   by the Participant with the Administrator.  Notwithstanding the foregoing,
   a Participant who is married shall automatically be deemed to have
   designated the spouse to whom he is married on the date of his death as
   his Beneficiary, unless such spouse consents in writing to the designation
   of some other Beneficiary, which writing acknowledges the effect of such
   election and is witnessed by the Administrator, a person designated by the
   Administrator for this purpose, or a notary public.

             Subject to the above, a Participant may, from time to time, on a
   form provided by and filed with the Administrator, change the Beneficiary
   in the manner heretofore stated, without the consent of the Beneficiary. 
   The Company, the Administrator, and any Trustee may rely upon the
   designation last filed in accordance with the terms of this Section.  In
   the event that a Participant shall not designate a Beneficiary in the
   manner heretofore stated, or if for any reason such designation shall be
   legally ineffective, or if such Beneficiary shall predecease the
   Participant or die simultaneously with him, then, for the purposes of this
   Plan, distribution shall be made to the first surviving class of the
   following beneficiaries:

             (a)  The Participant's spouse;

             (b)  The Participant's children;

             (c)  The Participant's parents;

             (d)  The Participant's brothers and sisters;

             (e)  The Participant's estate.

             Section 7.6    Deadline for Distributions.  A Participant's
   account shall be distributed not later than 60 days after the last day of
   the Plan Year in which the latest of the following events occurs:  (a) his
   attainment of his 65th birthday, (b) the tenth anniversary of the date he
   began participation in the Plan, or (c) his termination of employment. 
   Any distribution which cannot be reasonably ascertained and made by such
   required date shall be made as soon as administratively possible
   thereafter, retroactive to such required date.  Notwithstanding the
   foregoing, effective April 1, 1990, benefits shall be paid or commence no
   later than the April 1 after the end of the calendar year in which the
   Participant attains age 70-1/2, even if the Participant is still employed,
   unless the Participant attained age 70-1/2 before January 1, 1988 and was not
   a five percent owner (as defined in Code Section 416) during any Plan Year
   after the Plan Year ending with or within the calendar year in which such
   Participant attained age 65-1/2.

             Section 7.7    No Continued Investment in Trust.  Following the
   applicable Accounting Date as of which the amount distributable to a
   Participant or his Beneficiary is determined, the Participant's account
   shall no longer share in the earnings and losses of the Trust Fund.

             Section 7.8    Direct Transfer of Eligible Rollover
   Distributions.  Effective January 1, 1993, notwithstanding any provision
   of the Plan to the contrary that would otherwise limit a distributee's
   election under this Section, a distributee may elect, at the time and in
   the manner prescribed by the 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.  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 10
   years or more; any distribution to the extent such distribution is
   required under Section 401(a)(9) of the Code; and the portion of any
   distribution that is not includible in gross income (determined without
   regard to the exclusion for net unrealized appreciation with respect to
   employer securities).  An eligible retirement plan is an individual
   retirement account described in Section 408(a) of the Code, an individual
   retirement annuity described in Section 408(b) of the Code, an annuity
   plan described in Section 403(a) of the Code, or a qualified trust
   described in Section 401(a) of the Code, that accepts the distributee's
   eligible rollover distribution.  However, in the case of an eligible
   rollover distribution to the surviving spouse, an eligible retirement plan
   is an individual retirement account or individual retirement annuity.  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.  A direct rollover is a payment by the Plan to the eligible
   retirement plan specified by the distributee.

                      ARTICLE VIII.  IN-SERVICE WITHDRAWALS


             Section 8.1    Withdrawals from Before-Tax Contributions.  A
   Participant may elect to withdraw all or any part of the portion of his
   account that is attributable to Before-Tax Contributions under the
   following circumstances:

             (a)  Withdrawals After the Attainment of Age 59-1/2.  A Participant
   who has attained age 59-1/2 may withdraw all or any part of the portion of
   his account that is attributable to his Before-Tax Contributions.  A
   Participant shall incur no suspension of his contributions under the Plan
   as a result of a withdrawal under this Section 8.1(a).

             (b)  Hardship Withdrawals of Before-Tax Contributions.  A
   Participant may elect, by giving written notice to the Administrator and
   upon demonstrating financial hardship as described herein, to withdraw all
   or any part of the portion of his account that is attributable to his
   Before-Tax Contributions.  'Financial hardship' shall be determined by the
   Administrator in accordance with uniform standards adopted by the
   Administrator, which standards shall be consistently applied.  For
   purposes of this Subsection -- 'financial hardship' means:

                  (i)  unreimbursed medical expenses described in Code
                       Section 213(d) previously incurred by the
                       Participant, the Participant's spouse or any
                       dependents of the Participant (as defined in Code
                       Section 152) or necessary for such persons to
                       obtain medical care;

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

                 (iii) payment of tuition for the next 12 months of
                       post-secondary education for the Participant
                       or the Participant's spouse, children or
                       dependents; or

                  (iv) the need to prevent the eviction of the
                       Participant from his principal residence or
                       foreclosure on the mortgage of the Participant's
                       principal residence.

             (c)  The hardship withdrawal shall be limited to the amount of
   the immediate and heavy financial need and shall be made only after the
   Participant takes all permitted loans and distributions hereunder and
   pursuant to any other plan maintained by the Employers.

             (d)  Any Participant who makes a withdrawal under this Section,
   shall have his Before-Tax Contributions and any other elective
   contributions or employee contributions under this Plan or any other plan
   maintained by the Employer (both qualified and nonqualified) automatically
   suspended for a period of twelve (12) months following such withdrawal. 
   The amount which such a Participant may contribute as Before-Tax
   Contributions for the calendar year following such withdrawal shall not
   exceed the amount described in Section 402(g) for such year, reduced by
   the amount of such Participant's actual Before-Tax Contributions for the
   calendar year in which the withdrawal occurred.

             Section 8.2    Payment of Withdrawals; Valuation.  The amount
   withdrawn by a Participant hereunder shall be paid to him as soon as
   practicable following the date that his request is filed with the
   Administrator.  The amount available for withdrawal shall not exceed the
   value of that portion(s) of the Participant's account from which the
   withdrawal is to be made as of the most recently closed Accounting Date
   that occurs before the date of his request for a withdrawal.  For this
   purpose, the most recently closed Accounting Date is the most recent
   Accounting Date for which the Plan recordkeeper has issued its written
   allocation report.


                               ARTICLE IX.  LOANS


             Section 9.1    In General.  The Administrator shall be
   responsible for the administration of this loan program.  This Section
   applies only to 'Borrowers,' defined as any Employee (or person who is a
   party in interest within the meaning of ERISA Section 3(14)) who has an
   account balance in this Plan attributable (i) to his own participation
   herein or (ii) to the participation of a deceased Participant of whom such
   person is a Beneficiary.  The limitations in Section 9.2 below shall apply
   in the aggregate to all of a Borrower's account balances in the Plan.  

             Section 9.2    Minimum and Maximum Amounts.  Upon filing a
   proper written application with the Administrator, a Borrower eligible
   under Section 9.1 above may borrow against his account balance.  A
   Borrower may request a loan only if his vested Plan account balance is at
   least $2,000, and the minimum loan amount shall be $1,000.  The maximum
   loan amount, including the total of all loans to any eligible Borrower and
   interest accrued on outstanding loans at the time of the granting of a new
   loan, shall not exceed one-half the value of his interest in his account
   as of the Accounting Date immediately preceding such written application
   or, if less, $50,000 reduced by the excess of the highest outstanding
   balance of all loans in the preceding 1-year period over the outstanding
   loan balance on the date of the current loan.

             Section 9.3    Interest Rate.  All loans shall bear interest
   commensurate with the rate which would be charged by commercial lenders
   for similar loans in accordance with Department of Labor Regulation
   Section  2550.408b-1 as determined by the Administrator.  The duration of
   the loan shall be such period as may be agreed upon by the Borrower and
   the Administrator, but in no event shall the term exceed five (5) years in
   duration except if the loan is for the purchase of a dwelling unit that,
   within a reasonable time, is to be used as the primary residence of the
   Borrower, the maximum loan term shall be ten (10) years.  All loans shall
   be due and payable in accordance with the terms of the loan, an event of
   default described in Section 9.6, or if earlier, when a taxable
   distribution is made (i) in the case of a Borrower who is an Employee,
   after termination of employment or (ii) in the case of a Borrower other
   than an Employee, after the death of the Borrower.  The amount otherwise
   payable to the Borrower or his spouse or other Beneficiary shall be offset
   by any unpaid principal and interest on the loan.

             Section 9.4    Repayment Terms.  Each loan shall require regular
   amortization of principal and interest on at least a quarterly basis.  The
   terms and conditions of each loan shall be incorporated in a promissory
   note executed by the Borrower.  Every Borrower shall receive a clear
   statement of the charges involved in each loan transaction, which shall
   include the dollar amount and annual interest rate of the finance charge.

             Section 9.5    Source of Loans; Investment of Repaid Amounts. 
   Amounts loaned to a Borrower pursuant to this Article IX shall not share
   in fund earnings under Section 6.5, but shall be investments for the
   benefit of the Borrower's account to be treated as a segregated loan
   account.  Loans shall be made pro rata from the Investment Funds in which
   the Borrower's Accounts are then invested.  Loan repayments of principal
   and interest shall be invested in accordance with the Participant's
   investment election under Section 6.3 at the time each repayment is made
   or, if the Participant is not making Before-Tax Contributions, at the time
   repayment is made, in accordance with his investment election under
   Section 6.4.

             Section 9.6    Default.  A loan shall be secured by a Borrower's
   account to the maximum extent permitted by law.  If a Borrower defaults in
   the making of any payments on a loan when due and such default continues
   for 60 days thereafter, or in the event of the Borrower's bankruptcy,
   impending bankruptcy, insolvency or impending insolvency, the loan shall
   be deemed to be in default, and the entire unpaid balance with accrued
   interest shall become due and payable.  The Administrator may pursue
   collection of the debt by any means generally available to a creditor
   where a promissory note is in default, or, if the entire amount due is not
   paid within 30 days following the default, the Administrator may apply the
   balance in the Borrower's account in satisfaction of the entire unpaid
   principal and accrued interest and treat such amount as having been
   received by the Borrower as a distribution under the Plan.

             Section 9.7    Administrative Rules.  The Administrator may
   impose such other rules, requirements or restrictions relating to loans
   under this Article IX as it shall determine to be necessary or
   appropriate, including, without limitation, restrictions on the ability of
   the Borrower to withdraw amounts pledged as security for the loan. 
   Notwithstanding any other provision to the contrary, special costs and
   fees associated with a Borrower's loan may be charged directly to the
   Borrower or to the Borrower's account.


                              ARTICLE X.  FINANCING


             Section 10.1   Trust Fund.  The Company has executed a Trust
   Agreement with a Trustee selected by the Board to establish the Trust Fund
   to provide benefits under the Plan.  The Trust Agreement is designated as,
   and shall constitute, a part of this Plan and all rights that may accrue
   to any person under this Plan shall be subject to all the terms and
   provisions of the Trust Agreement.  The Company may, from time to time,
   modify the Trust Agreement to accomplish the purposes of the Plan, and the
   Board (unless this function is delegated to the Administrator) may remove
   the Trustee and appoint a successor Trustee or Trustees.

             Section 10.2   Trustee's Authority.  The Trustee shall have
   exclusive authority and discretion to manage and control the Trust Fund,
   except in the event that an Investment Manager is employed or appointed by
   the Administrator to manage any portion thereof, and no other Plan
   fiduciary shall have any responsibility for, nor shall it be liable for,
   the investment of the Trust Fund or the loss to or diminution in value of
   the Trust Fund resulting from any action taken, directed or omitted by the
   Trustee.

             Section 10.3   Investment Funds.  In its discretion, the
   Administrator shall establish one or more Investment Funds within the
   Trust Fund.  Each such Investment Fund shall be invested and administered
   by the Trustee as a unit, except to the extent that any portion thereof is
   managed by an Investment Manager employed or appointed by the
   Administrator.

             Section 10.4   Investment Manager.  The Administrator may employ
   or appoint an Investment Manager or Managers in accordance with the
   following provisions:

             (a)  An Investment Manager may be employed or appointed by the
   Administrator to manage all or any portion of an Investment Fund.  An
   Investment Manager shall acknowledge in writing its appointment as a Plan
   fiduciary and shall serve until a proper resignation is received by the
   Administrator or until it is removed or replaced by the Administrator.

             (b)  Upon its acknowledgment that it is a fiduciary, an
   Investment Manager shall have the responsibility for the investment of the
   portion of the Trust Fund or any Investment Fund which it is appointed to
   manage.  Neither the Administrator, the Trustee, or any other Plan
   fiduciary shall have any responsibility for, or incur any liability for,
   the investment of such portion or for any loss to or diminution in value
   of such portion resulting from any action taken, directed or omitted by
   the Investment Manager.

             (c)  The Administrator shall require an Investment Manager to
   furnish such periodic and other reports to the Administrator and the
   Trustee as the Administrator deems to be in the best interests of the
   Trust Fund.  Neither the Administrator, the Trustee, nor any other Plan
   fiduciary shall be under any duty to question, but shall be entitled to
   rely upon, any certificate, report, opinion, direction or lack of
   direction provided by the Investment Manager and shall be fully protected
   in respect of any action taken or suffered by them in reliance thereon.

             Section 10.5   Nonreversion.  The Employers shall not have any
   right, title, or interest in or to the contributions made to the Trust
   Fund under the Plan, and no part of the Trust Fund shall revert to any
   Employer.  Notwithstanding the foregoing, if a contribution is made as a
   result of a mistake of fact, then such contribution may be returned to the
   Company within one year after the payment of the contribution, and if any
   part or all of a contribution is disallowed as a deduction under Section
   404 of the Code, then to the extent a contribution is disallowed as a
   deduction it may be returned to the Company within one year after the
   disallowance.

             Section 10.6   Payment of Expenses.  In addition to the
   contributions hereunder, the Employers shall pay the administrative
   expenses of the Plan, including legal and accounting fees, and fees and
   expenses of the Trustee.  Investment Manager fees are paid out of the
   Trust Fund.  Notwithstanding the foregoing, fees and expenses of the Plan
   which are not paid by the Employers for any reason shall be paid out of
   the Trust Fund.

             Section 10.7   Participant's Investment Control. 
   Notwithstanding any other provision of the Plan or Trust Agreement, to the
   extent that a Participant exercises control over the investment of his
   account, within the meaning of Section 404(c) of the Act, the Participant,
   and no other person, shall be responsible for and liable for such
   investment.  Each Participant (and his Beneficiary) assumes all risk
   connected with any decrease in the market value of any assets held under
   the Plan.  Neither the Administrator nor the Employer nor any other Plan
   fiduciary in any way guarantees the Trust Fund from loss or depreciation,
   or the payment of any amount that may be or become due to any person from
   the Trust Fund.  The Trust Fund shall be the sole source of distributions
   to be made under this Plan.


                           ARTICLE XI.  ADMINISTRATION


             Section 11.1   Administrator.  The Administrator shall be
   responsible for, and have the authority to undertake, all actions
   necessary or advisable for the proper administration and interpretation of
   the Plan (except to the extent a responsibility is expressly reserved to
   some other person), including, but not limited to, the following:

             (a)  File all documents required under the Act;

             (b)  Provide all Employees, contingent annuitants, beneficiaries
   and other interested parties with all documentation, reports or other
   information required by the Act;

             (c)  Appoint such individuals, committees, corporations or other
   entities as may be necessary or advisable to administer and operate the
   Plan and to carry out any responsibilities vested in him;

             (d)  Act as agent of the Employers for service of process and
   commence any legal action pertaining to the Plan or the determination of
   rights thereunder;

             (e)  Establish or amend a claims and appeals procedure as
   described in Section 11.4 below;

             (f)  Determine individual benefits;

             (g)  Direct the Trustee to effect the proper administration of
   the Plan;

             (h)  Interpret the Plan in the Administrator's discretion, with
   such interpretation thereof in good faith to be final and conclusive
   unless arbitrary and capricious;

             (i)  Authorize the payment of benefits; and

             (j)  Establish and communicate to the Trustee and Investment
   Managers, as appropriate, investment guidelines.

             Section 11.2   Compensation and Expenses.  The Administrator
   shall serve without compensation for services as such if he is an employee
   of the Company or an Affiliate.  He may receive reimbursement by the
   Employers or Trust Fund of expenses properly and actually incurred.

             Section 11.3   Application for Benefits.  Each person eligible
   for a benefit under the Plan shall apply for such benefit by signing an
   application form to be furnished by the Administrator and/or the Insurer. 
   Each such person shall also furnish the Administrator and/or the Insurer
   with such documents, evidence, data, or information in support of such
   application as it considers necessary or desirable.

             Section 11.4   Claims and Appeals Procedure.  Each Employee,
   terminated Employee, and Beneficiary shall have the right to appeal any
   decision concerning his benefits under the Plan by submitting a written
   request to the Administrator indicating the reasons that he feels that the
   decision is in error.  He may request a hearing in person to present his
   appeal and, in the sole discretion of the Administrator, such a hearing
   shall be granted.  The Administrator shall review the appeal and, within
   90 days after receipt of the claim or such later time as may be required
   under the circumstances, notify the claimant affected of his decision in
   writing.  The notice shall be written in a manner calculated to be
   understood by the claimant, setting forth the specific reasons for such
   denial, specific reference to pertinent Plan provisions on which the
   denial is based, a description of any additional material or information
   necessary for the claimant to perfect the claim and an explanation of why
   such material or information is necessary, and an explanation of the
   Plan's claim review procedure.

             The Administrator shall also advise the claimant that he or his
   duly-authorized representative may request a review by the Administrator
   of the decision to deny the claim by filing with the Administrator, within
   60 days after such notice has been received by the claimant, a written
   request for such review.  The claimant may review pertinent documents, and
   submit issues and comments in writing within the same 60 day period.  If
   such request is so filed, such review shall be made by the Administrator
   within 60 days after receipt of such request or such later time as may be
   required by the circumstances, and the claimant shall be given written
   notice of the decision resulting from such review, which shall include
   specific reasons for the decision, written in a manner calculated to be
   understood by the claimant, and specific references to the pertinent Plan
   provisions on which the decision is based.  The Administrator shall have
   discretionary authority to determine eligibility for benefits and to
   construe the terms of the Plan; any such determination or construction
   shall be final and binding on all parties unless arbitrary and capricious.

             Section 11.5   No Enlargement of Employee Rights.  Nothing
   contained in the Plan shall be deemed to give any employee the right to be
   retained in the service of his Employer or to interfere with the right of
   his Employer or to discharge or retire any employee at any time.

             Section 11.6   Payments on Behalf of Incompetent Participants or
   Beneficiaries.  In the event the Administrator shall find that any
   Participant or Beneficiary to whom a benefit is payable under the terms of
   this Plan is unable to care for his affairs because of accident or
   illness, is otherwise mentally or physically incompetent, or unable to
   give a valid receipt, the Administrator may cause the payments becoming
   due to such Participant or Beneficiary to be paid to another person for
   his benefit; under such circumstances, there shall be no responsibility on
   the part of the Employer, the Trustee, or the Administrator to follow the
   application of such payment.  Any such payment shall be deemed made for
   the account of the Participant or Beneficiary and shall operate as a
   complete discharge of all liability therefor under this Plan by the
   Trustee, the Administrator, and the Employer.

             Section 11.7   Indemnity for Liability.  To the maximum extent
   allowed by law and to the extent not otherwise indemnified, the Company
   shall indemnify the Administrator, and any other current or former
   officer, director, or employee of the Company, against any and all claims,
   losses, damages, and expenses (including counsel fees) incurred by such
   persons and any liability, including any amounts paid in settlement with
   the Company's approval, arising from such person's action or failure to
   act with regard to Plan management or administration.

             Section 11.8   Withholding for Taxes.  Any distribution or
   withdrawal from the Trust Fund may be subject to withholding for taxes as
   required by law.

             Section 11.9   Insurer.  The Insurer shall be discharged from
   all liability for any amount paid to the Trustee or paid in accordance
   with the direction of the Administrator, and shall not be obliged to see
   to the distribution or further application of any money it so pays.  The
   Insurer shall keep such records, make such identification of contracts,
   funds, and accounts within funds, and supply such information as may be
   necessary for the proper administration of the Plan under which it is
   carrying insurance benefits.


                        ARTICLE XII.  GENERAL PROVISIONS


             Section 12.1   Unclaimed Payments.  If a Participant or his
   Beneficiary fails to apprise the Administrator of changes in the address
   of the Participant or his Beneficiary, and the Administrator is unable to
   communicate with the Participant or his Beneficiary at the address last
   recorded by the Administrator within two years after any benefit becomes
   due and payable from the Plan to any Participant or Beneficiary, the
   Administrator may mail a notice by registered mail to the last known
   address of such person outlining the following action to be taken unless
   such person makes written reply to the Administrator within 60 days from
   the mailing of such notice:  The Administrator may direct that such
   benefit and all further benefits with respect to such person shall be
   discontinued and all liability for the payment thereof shall terminate;
   provided, however, that in the event of the subsequent reappearance of the
   Participant or Beneficiary prior to termination of the Plan, the benefits
   which were due and payable and which such person missed shall be paid in
   the form of a lump sum.

             Section 12.2   Nondiscriminatory Action.  Any discretionary acts
   to be taken under the provisions of this Plan by the Company, an Employer,
   or by the Administrator with respect to eligibility of Employees,
   contributions, or benefits shall be uniform in their nature and applicable
   to all those persons similarly situated.

             Section 12.3   Receipt and Release.  Subject to the provisions
   of the Act and to the extent permitted by the Act, any payments or
   distribution to any Participant, his Beneficiary, or his legal
   representative in accordance with this Plan shall be in full satisfaction
   of all claims against the Trust Fund, the Trustee, Administrator, and the
   Employer; the Trustee, the Employer, the Administrator, or any combination
   of them may require a Participant, his Beneficiary, or his legal
   representative to execute a receipt and release of all claims under this
   Plan upon a payment or distribution; and the form of any such receipt and
   release shall be determined by the Trustee, the Company, the
   Administrator, or any combination of them.

             Section 12.4   Nonalienation of Benefits.  No benefit under this
   Plan shall be subject in any manner to anticipation, alienation, sale,
   transfer, assignment, pledge, encumbrance, levy, or charge, and any
   attempt so to anticipate, alienate, sell, transfer, assign, pledge,
   encumber, levy upon, or charge the same shall be void; nor shall any such
   benefit be in any manner liable for or subject to the debts, contracts,
   liabilities, engagements, or torts of the person entitled to such benefit. 
   Notwithstanding the foregoing, the Administrator is expressly authorized
   to comply with the terms of a qualified domestic relations order and, to
   the extent provided in the order, to distribute all or any portion of a
   Participant's account to an alternate payee designated in the order at
   such time provided in the order, regardless of any prohibitions on
   distributions generally applicable to Participants and Beneficiaries at
   such time.

             Section 12.5   Compensation Data from Employer.  Each Employer
   shall furnish to the Administrator, on request, information showing the
   Compensation of its employees who are Participants and any other
   information necessary for proper administration of this Plan.

             Section 12.6   Effect of Mistake.  In the event of any mistake
   or misstatement with respect to the age, eligibility, service,
   Compensation, or participation of a Participant or Beneficiary, or the
   amount of distribution made or to be made to a Participant or Beneficiary,
   the Administrator shall, to the extent it deems appropriate, cause to be
   allocated, withheld, accelerated, or otherwise adjusted, such amounts as
   will in its judgment accord to such Participant or Beneficiary the credits
   to the Participant's account or the distributions to which he is entitled
   under the Plan.

             Section 12.7   Notice of Address.  Each person entitled to
   benefits from the Trust Fund must file with the Employer or Administrator,
   in writing, his post office address and each change of post office
   address.  Any communication, statement, or notice addressed to such a
   person at his latest reported post office address will be binding upon him
   for all purposes of the Plan and neither the Administrator nor the
   Employer, or Trustee, or Insurer shall be obliged to search for or
   ascertain his whereabouts.

             Section 12.8   Severability.  In the event any provision of the
   Plan shall be held invalid or illegal for any reason, any illegality or
   invalidity shall not affect the remaining parts of the Plan, but the Plan
   shall be construed and enforced as if said illegal or invalid provision
   has never been inserted, and the Company shall have the privilege and
   opportunity to correct and remedy such questions of illegality or
   invalidity by amendment as provided in the Plan.

             Section 12.9   Notices and Communications.  All applications,
   notices, designations, changes in designations, elections, and other
   communications shall be in writing and on forms prescribed by the
   Administrator, and shall be mailed or delivered to such office as may be
   designated by the Administrator, and shall be deemed to have been given
   when received by the Administrator at such designated offices.  Each
   notice, report, statement, or other communication directed to a
   Participant or Beneficiary shall be in writing and may be delivered in
   person or mailed, in which latter event it shall be deemed to have been
   delivered upon receipt by the Participant or Beneficiary.

             Section 12.10  Waiver of Notice.  Any notice required hereunder
   may be waived by the person entitled thereto.

             Section 12.11  Applicable Law.  To the extent not preempted by
   the Act, the Plan and all rights hereunder shall be governed, construed
   and administered in accordance with the laws of the State of Wisconsin. 
   All contributions made hereunder shall be deemed to have been made in
   Wisconsin.

             Section 12.12  Policy Restrictions.  Every action sought to be
   taken by the Employer, the Administrator, the Trustee, a Participant or
   other insured, or a Beneficiary with respect to any Policy held under this
   Trust, shall be subject to the terms of the Policy and to the rules,
   procedures, and practices of the Insurer at such time, provided that the
   provisions of this Plan and the Trust Agreement shall not be deemed to be
   modified or altered by any such Policy.


                    ARTICLE XIII.  AMENDMENT AND TERMINATION


             Section 13.1   Company's Right to Amend and Terminate.  The
   Company reserves the right at any time and from time to time by action of
   its Board to modify, amend or terminate, in whole or in part, any or all
   of the provisions of this Plan, subject to the Code and the Act.  Except
   to the extent necessary to comply with applicable laws and regulations, no

   such amendment shall operate to deprive any Participant or Beneficiary of
   his nonforfeitable beneficial interest as it is constituted at the time of
   amendment or eliminate an optional form of distribution for a previously
   accrued benefit.  No amendment hereof shall increase the duties or
   liabilities of the Trustee without its written consent.

             Section 13.2   Termination of the Plan.  Upon termination of the
   Plan in whole or in part, or upon complete discontinuance of contributions
   to the Plan, Participants' accounts shall remain 100% vested and
   nonforfeitable.  Distribution shall be made to Participants at such time,
   and in such manner, as is determined by the Administrator.

             Section 13.3   Merger, Consolidation, or Transfer.  In the case
   of any merger or consolidation of the Plan with, or in the case of any
   transfer of assets or liabilities of the Plan to or from, any other plan,
   each Participant in the Plan would (if the Plan then is terminated)
   receive a benefit immediately after the merger, consolidation or transfer
   which is equal to or greater than the benefit he would have been entitled
   to receive immediately before the merger, consolidation, or transfer (if
   the Plan had then terminated).


         ARTICLE XIV.  PARTICIPATION IN THE PLAN BY ADDITIONAL EMPLOYERS


             Section 14.1   Participation in the Plan.  Any Affiliate which
   desires to become an Employer hereunder may elect to become a party to the
   Plan by adopting the Plan for the benefit of any specified group of its
   Employees, effective as of the date specified in such adoption--

             (a)  by filing with the Company a certified copy of a resolution
   of the board of directors of the adopting Employer to that effect and such
   other instruments as the Company may require; and

             (b)  by the Company's execution of a written consent evidencing
   the Company's consent to said adoption.

             Section 14.2   Plan and Trust Agreement Control.  Effective as
   of the date on which any Affiliate becomes a party to the Plan, and so
   long as the Plan shall remain in effect as to such Employer, such Employer
   and its Employees shall be bound by the terms and conditions of the Plan
   and Trust Agreement.