Retirement Savings Plan for Salaried Employees - Harley-Davidson Inc.

   
                  HARLEY-DAVIDSON, INC. RETIREMENT SAVINGS PLAN
                             FOR SALARIED 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         Part-Time or Temporary Employees . . . . . .    5
        Section 3.3         Reemployment . . . . . . . . . . . . . . . .    5
        Section 3.4         Year of Eligibility Service  . . . . . . . .    5
        Section 3.5         Year of Vesting Service  . . . . . . . . . .    5
        Section 3.6         Hours of Service . . . . . . . . . . . . . .    6
        Section 3.7         Enrollment . . . . . . . . . . . . . . . . .    6
        Section 3.8         Leased Employees . . . . . . . . . . . . . .    7
        Section 3.9         Service with Predecessor Employer  . . . . .    7

   ARTICLE IV.         BEFORE-TAX CONTRIBUTIONS, EMPLOYER
                       MATCHING CONTRIBUTIONS, AND ROLLOVER
                       CONTRIBUTIONS . . . . . . . . . . . . . . . . . .    8
        Section 4.1         Before-Tax Contributions In General  . . . .    8
        Section 4.2         Adjustment of Amount of Before-Tax
                             Contributions . . . . . . . . . . . . . . .    8
        Section 4.3         Election to Discontinue Before-Tax
                             Contributions . . . . . . . . . . . . . . .    8
        Section 4.4         Automatic Discontinuance of Before-Tax
                             Contributions . . . . . . . . . . . . . . .    8
        Section 4.5         Resumption of Before-Tax Contributions . . .    8

        Section 4.6         Payment of Before-Tax Contributions  . . . .    9
        Section 4.7         Rollover Contributions . . . . . . . . . . .    9
        Section 4.8         Employer Matching Contributions  . . . . . .    9
        Section 4.9         Deductibility of Contributions . . . . . . .   10

   ARTICLE V.          LIMITATIONS ON BEFORE-TAX CONTRIBUTIONS AND
                       EMPLOYER MATCHING CONTRIBUTIONS . . . . . . . . .   11
        Section 5.1         $7,000 Limitation  . . . . . . . . . . . . .   11
        Section 5.2         Maximum Deferral Percentage  . . . . . . . .   11
        Section 5.3         Maximum Contribution Percentage  . . . . . .   12
        Section 5.4         Definitions  . . . . . . . . . . . . . . . .   12
        Section 5.5         Prospective Reduction of Before-Tax
                             Contributions . . . . . . . . . . . . . . .   15
        Section 5.6         Reduction After Before-Tax Contributions 
                             Have Been Made  . . . . . . . . . . . . . .   15
        Section 5.7         Adjustment in Limitations  . . . . . . . . .   15
        Section 5.8         Code Section 415 Limitations . . . . . . . .   15

   ARTICLE VI.         PARTICIPANT'S ACCOUNT; INVESTMENT OF
                       CONTRIBUTIONS; COMPANY STOCK FUND
                       RULES . . . . . . . . . . . . . . . . . . . . . .   16
        Section 6.1         General  . . . . . . . . . . . . . . . . . .   16
        Section 6.2         Investment of Before-Tax Contributions in a
                             Policy  . . . . . . . . . . . . . . . . . .   16
        Section 6.3         Investment of Before-Tax Contributions in
                             Investment Funds  . . . . . . . . . . . . .   17
        Section 6.4         Investment of Employer Matching
                             Contributions in Company Stock Fund . . . .   18
        Section 6.5         Transfers Among Investment Funds . . . . . .   18
        Section 6.6         Allocation of Earnings and Losses  . . . . .   18
        Section 6.7         Valuation Conclusive . . . . . . . . . . . .   19
        Section 6.8         Voting and Tender Rights as to Company
                             Stock . . . . . . . . . . . . . . . . . . .   19

   ARTICLE VII.        DISTRIBUTION UPON TERMINATION OF
                       EMPLOYMENT OR DISABILITY  . . . . . . . . . . . .   21
        Section 7.1         Retirement or Disability Benefits  . . . . .   21
        Section 7.2         Vested Benefits for Other Terminations of
                             Employment  . . . . . . . . . . . . . . . .   21
        Section 7.3         Forfeitures  . . . . . . . . . . . . . . . .   22
        Section 7.4         Policy . . . . . . . . . . . . . . . . . . .   22
        Section 7.5         Time of Payment; Valuation . . . . . . . . .   22
        Section 7.6         Distribution Because of Death  . . . . . . .   23
        Section 7.7         Beneficiary Designation  . . . . . . . . . .   23
        Section 7.8         Deadline for Distributions . . . . . . . . .   24

        Section 7.9         No Continued Investment in Trust . . . . . .   24
        Section 7.10        Direct Transfer of Eligible Rollover
                             Distributions . . . . . . . . . . . . . . .   24

   ARTICLE VIII.       IN-SERVICE WITHDRAWALS  . . . . . . . . . . . . .   26
        Section 8.1         Withdrawal of Contributions  . . . . . . . .   26
        Section 8.2         Withdrawals from After-Tax Contributions . .   26
        Section 8.3         Withdrawals from Employer Matching
                             Contributions . . . . . . . . . . . . . . .   26
        Section 8.4         Withdrawals from Before-Tax Contributions  .   26
        Section 8.5         Payment of Withdrawals; Valuation  . . . . .   27

   ARTICLE IX.         LOANS . . . . . . . . . . . . . . . . . . . . . .   28
        Section 9.1         In General . . . . . . . . . . . . . . . . .   28
        Section 9.2         Minimum and Maximum Amounts  . . . . . . . .   28
        Section 9.3         Interest Rate  . . . . . . . . . . . . . . .   28
        Section 9.4         Repayment Terms  . . . . . . . . . . . . . .   28
        Section 9.5         Source of Loans; Investment of Repaid
                             Amounts . . . . . . . . . . . . . . . . . .   29
        Section 9.6         Default  . . . . . . . . . . . . . . . . . .   29
        Section 9.7         Administrative Rules . . . . . . . . . . . .   29

   ARTICLE X.          FINANCING . . . . . . . . . . . . . . . . . . . .   30

        Section 10.1        Trust Fund . . . . . . . . . . . . . . . . .   30
        Section 10.2        Trustee's Authority  . . . . . . . . . . . .   30
        Section 10.3        Investment Funds . . . . . . . . . . . . . .   30
        Section 10.4        Investment Manager . . . . . . . . . . . . .   30
        Section 10.5        Nonreversion . . . . . . . . . . . . . . . .   31
        Section 10.6        Payment of Expenses  . . . . . . . . . . . .   31
        Section 10.7        Participant's Investment Control . . . . . .   31

   ARTICLE XI.         ADMINISTRATION  . . . . . . . . . . . . . . . . .   32
        Section 11.1        Administrator  . . . . . . . . . . . . . . .   32
        Section 11.2        Compensation and Expenses  . . . . . . . . .   32
        Section 11.3        Application for Benefits . . . . . . . . . .   32
        Section 11.4        Claims and Appeals Procedure . . . . . . . .   33
        Section 11.5        No Enlargement of Employee Rights  . . . . .   33
        Section 11.6        Payments on Behalf of Incompetent
                             Participants or Beneficiaries . . . . . . .   33
        Section 11.7        Indemnity for Liability  . . . . . . . . . .   34
        Section 11.8        Withholding for Taxes  . . . . . . . . . . .   34
        Section 11.9        Insurer  . . . . . . . . . . . . . . . . . .   34

   ARTICLE XII.        GENERAL PROVISIONS  . . . . . . . . . . . . . . .   35

        Section 12.1        Unclaimed Payments . . . . . . . . . . . . .   35
        Section 12.2        Nondiscriminatory Action . . . . . . . . . .   35
        Section 12.3        Receipt and Release  . . . . . . . . . . . .   35
        Section 12.4        Nonalienation of Benefits  . . . . . . . . .   35
        Section 12.5        Compensation Data from Employer  . . . . . .   36
        Section 12.6        Effect of Mistake  . . . . . . . . . . . . .   36
        Section 12.7        Notice of Address  . . . . . . . . . . . . .   36
        Section 12.8        Severability . . . . . . . . . . . . . . . .   36
        Section 12.9        Notices and Communications . . . . . . . . .   36
        Section 12.10       Waiver of Notice . . . . . . . . . . . . . .   36
        Section 12.11       Applicable Law . . . . . . . . . . . . . . .   37
        Section 12.12       Policy Restrictions  . . . . . . . . . . . .   37

   ARTICLE XIII.       AMENDMENT AND TERMINATION . . . . . . . . . . . .   38
        Section 13.1        Company's Right to Amend and Terminate . . .   38
        Section 13.2        Termination of the Plan  . . . . . . . . . .   38
        Section 13.3        Merger, Consolidation, or Transfer . . . . .   38

   ARTICLE XIV.        PARTICIPATION IN THE PLAN BY ADDITIONAL
                       EMPLOYERS . . . . . . . . . . . . . . . . . . . .   39
        Section 14.1        Participation in the Plan  . . . . . . . . .   39
        Section 14.2        Plan and Trust Agreement Control . . . . . .   39

   ARTICLE XV.         TOP-HEAVY PROVISIONS  . . . . . . . . . . . . . .   40
        Section 15.1        Top-Heavy Restrictions . . . . . . . . . . .   40


   
                              ARTICLE I.  PREAMBLE


             Section 1.1    The Plan.  The Harley-Davidson, Inc. Retirement
   Savings Plan for Salaried 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, 1988 to conform to the requirements of the Tax
   Reform Act of 1986, again restated as of January 1, 1990, to include
   Company Stock as an investment option and to make further technical
   changes to conform to the Tax Reform Act of 1986 and subsequent laws and
   regulations, and again restated effective January 1, 1993, to add to the
   Plan a Company matching feature.  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, Sections 3.8, 5.l and 5.3 through
   5.8 and Article XV shall be deemed to be amended effective January 1,
   1987, and Sections 7.5, 7.8, 8.4, and 13.1 shall be deemed to be amended
   effective as of January 1, 1989.  Notwithstanding the foregoing, Sections
   9.1 through 9.7 shall be effective October 18, 1989, and, as of such date,
   shall supersede Article IX of the Plan, as previously in effect.


                            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 7.7.

             (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, fringe benefits, and reimbursements or
   other expense allowances under a nonaccountable plan (as described in
   Treasury Regulation Section 1.62-2(c)), but excluding all Employer
   matching contributions hereunder, amounts realized from the exercise of
   nonqualified stock options or when restricted property or stock held by
   the Participant is no longer subject to a substantial risk of forfeiture,
   amounts realized from the disposition of stock acquired under an incentive
   stock option, and other 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 June 16, 1981, the date as of which
   the Company originally adopted the Plan.

             (m)  "Employee" means any person employed by an Employer on a
   salaried basis other than persons classified as temporary employees.

             (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 Salaried 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 Salaried
   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)  "Previous Plan" means the AMF Thrift Plan, as in effect on
   June 15, 1981.

             (x)  "Trust Agreement" means the Harley-Davidson, Inc. Thrift
   Incentive Trust for Salaried Employees dated June 15, 1981, and reexecuted
   as of October 1, 1989, between the Company and the Trustee, as it may be
   amended from time to time.  Effective January 1, 1994, the name of such
   Trust Agreement shall be the Harley-Davidson, Inc. Retirement Savings
   Trust for Salaried Employees.

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

             (z)  "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 a regular and full-time 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.

             Section 3.2    Permanent Part-Time Employees.  An individual who
   is classified by his Employer as a permanent part-time Employee shall be
   eligible to participate and make Before-Tax Contributions to the Plan as

   of the Entry Date next following his completion of one Year of Eligibility
   Service.

             Section 3.3    Reemployment.  An Employee whose employment was
   terminated or who was transferred to hourly 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 3.4    Year of Eligibility Service.  A permanent part-
   time Employee shall be credited with a Year of Eligibility Service on (i)
   the last day of the 12 consecutive month period beginning on his first
   date of employment (or reemployment, in the event that he was not eligible
   to participate during his prior period of employment but the 12 month
   period beginning on his first date of employment and the first full
   calendar year of his employment have expired), provided that he is
   credited with at least 1,000 Hours of Service during such 12 consecutive
   month period, or on (ii) the last day of any calendar year (beginning with
   the calendar year that commences following his first date of employment or
   reemployment) during which he is credited with at least 1,000 Hours of
   Service.

             Section 3.5    Year of Vesting Service.  (a)  An Employee shall
   be credited with a Year of Vesting Service equal to one (1) year for each
   Plan Year during which the Employee completes at least 1,000 Hours of
   Service.

             (b)  An Employee whose employment with the Employer and any
   Affiliate terminates and who fails to accumulate more than 500 Hours of
   Service during any Plan Year incurs a Break in Service.  

             (c)  If a Break in Service occurs and an Employee thereafter
   accrues additional Hours of Service, the Employee's pre-Break in Service
   Years of Vesting Service shall be aggregated with his post-Break in
   Service Years of Vesting Service for determining the Participant's vested
   percentage in Employer matching contributions credited after such Break in
   Service.

             Section 3.6    Hours of Service.  (a)  Compensated Hours:  An
   Hour of Service shall be credited for each hour for which an Employee is
   directly or indirectly compensated by an Employer or any Affiliate for
   duties or for reasons other than the performance of duties, including, but
   not limited to, hours for which back pay (irrespective of mitigation of
   damages) has been agreed to or awarded by the Employer or Affiliate.

             (b)  Noncompensated Hours:  An Hour of Service also shall be
   credited for each hour for which an Employee is not directly or indirectly
   compensated, based on the number of hours performed by the Employee during
   his regular work week as long as such hour occurs during a period prior to
   the Employee's termination of employment with an Employer or Affiliate.

             (c)  Military Service:  Periods of military service shall be
   counted toward a Year of Eligibility Service to the extent required to be
   credited by law, provided that after the termination of such military
   service, the Employee returns to reemployment within the period that his
   rights to reemployment are protected by law.

             (d)  "Employee" Status Not Required:  Hours of Service shall be
   credited pursuant to the provisions of this Section 3.6 regardless of
   whether an individual is paid on a salaried basis during the applicable
   period.

             (e)  Regulations:  Any issue as to the number of Hours of
   Service to be credited or the period to which such Hours of Service shall
   be credited shall be resolved by the Administrator in accordance with the
   foregoing provisions and Department of Labor regulations Section
    2530.200b-2 and the applicable provisions of the Code, using in the case
   of exempt Employees for whom records of hours worked are not maintained an
   equivalency method based on 45 Hours of Service for each week for which
   such Employee would be required to be credited with at least one Hour of
   Service based on the foregoing rules.

             Section 3.7    Enrollment.  An Employee who has met the
   eligibility requirements of Section 3.1, 3.2 or 3.3 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 3.8    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. 

             Section 3.9    Service with Predecessor Employer.  Except to the
   extent required under regulations issued by the Secretary of the Treasury,
   in the event any corporation (or unincorporated trade or business) becomes
   an Affiliate, an Employee's Years of Eligibility Service and Vesting
   Service hereunder shall not include periods of employment prior to the
   date such corporation (or unincorporated trade or business) became an
   Affiliate.

   
                     ARTICLE IV.  BEFORE-TAX CONTRIBUTIONS,
           EMPLOYER MATCHING 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    Employer Matching Contributions.  Effective
   January 1, 1993, each Employer shall contribute an amount equal to the
   matching contribution for the Plan Year for the Participants who are its
   Employees.  The Employer matching contribution applies only to the first
   6% of Compensation contributed by a Participant as Before-Tax
   Contributions for a Plan Year.  The matching contribution for a Plan Year
   is based on the financial performance for such year of the Company's
   Motorcycle Division, measured in terms of EBIT ("Earnings Before Interest
   and Taxes"), as determined by the Company in its sole discretion.  Under
   guidelines in effect on and after January 1, 1993, until changed
   prospectively by the Company with notice to Employees, the amount of the
   Employer matching contribution shall be determined in accordance with the
   following table:

             If Motorcycle Division
                EBIT % Is:                           Match Is:

                 11%                       $0.25 per dollar saved
                 12%                       $0.35 per dollar saved
                 14% or Higher             $0.50 per dollar saved

   Employer matching contributions are made only when EBIT for the Motorcycle
   Division is 11% or higher.  The matching contribution is prorated for EBIT
   percentages between the numbers in the table.  The Participants who are
   entitled to receive Employer matching contributions for a Plan Year are
   those Participants who are employed on the last day of the Plan Year,
   including Employees who are placed on temporary lay off during the Plan
   Year, or who died or retired (in accordance with provisions of the
   Company's Retirement Annuity Plan for Salaried Employees) during the year.


             Section 4.9    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 AND
                         EMPLOYER MATCHING 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    Maximum Contribution Percentage.  Notwithstanding
   any provisions of the Plan to the contrary, the Plan is subject to the
   limitations of Code Section 401(m) which are incorporated herein by this
   reference.  Accordingly, in no event may the average contribution
   percentage of Employer matching contributions made on behalf of all
   eligible Participants who are highly compensated individuals with respect
   to any Plan Year result in an average contribution 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 average contribution
                  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 average
                  contribution percentage for all eligible Participants
                  other than highly compensated individuals and 2%,
                  provided that such amount does not exceed 200% of the
                  average contribution 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 compliance with Code Section 401(m), any excess
   aggregate 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 contribution ratios
   until the test is satisfied, shall be distributed if vested or forfeited
   if forfeitable, 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 aggregate
   contributions were made, and the amount shall be determined based on the
   respective portions attributable to each highly compensated employee based
   on compensation.

             Section 5.4    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)  "Average Contribution 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 Employer matching contributions
                       allocated to the account of each eligible
                       Participant for such year, to

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

             (e)  "Compensation," for purposes of paragraph (c)(ii) and
   (d)(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 5.5    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 5.8 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 5.6    Reduction After Before-Tax Contributions Have
   Been Made.  In the event that, notwithstanding Section 5.5 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 5.7    Adjustment in Limitations.  Sections 5.2 through
   5.6 are intended to conform with Sections 401(k) and 401(m) 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) and Section 401(m) may be applied in a
   manner different from that prescribed in Sections 5.2 through 5.6, the
   Administrator, in his discretion, may make appropriate adjustments.

             Section 5.8    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 5.8, 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.  In
   accordance with rules prescribed by the Administrator, there shall be
   subaccounting within each Participant's account to properly reflect the
   following types of contributions to the Plan or to the Previous Plan and
   the earnings or losses thereon:

             (a)  Before-Tax Contributions;

             (b)  After-tax contributions to the Previous Plan
                  (including any amounts transferred to the Previous
                  Plan from the Retirement Annuity Plan for Salaried and
                  Commission-Paid Employees of AMF Incorporated) and any
                  Before-Tax Contributions hereto that are
                  recharacterized as after-tax contributions;

             (c)  Matching contributions, other than discretionary
                  matching contributions, made by the Participant's
                  Employer to the Previous Plan;

             (d)  Discretionary matching contributions made by the
                  Participant's Employer to the Previous Plan; and

             (e)  Matching contributions made by the Participant's
                  Employer to this Plan on and after January 1, 1993,
                  referred to as Employer matching contributions.

   Notwithstanding the foregoing, in the discretion of the Administrator, two
   or more of the above-described subaccounts may be combined.

             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 7.6.  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 6.5, 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    Investment of Employer Matching Contributions in
   Company Stock Fund.  Employer matching contributions are deposited to the
   Company Stock Fund and must remain there at all times until a Participant
   reaches age 55 or, if earlier, terminates employment with the Employer and
   any Affiliate.  When a Participant reaches age 55 and is eligible to
   transfer amounts attributable to Employer matching contributions out of
   the Company Stock Fund, such transfers shall be made in accordance with
   the rules governing investment directions authorized under Section 6.5.

             Section 6.5    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 6.6    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 6.7    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 6.8    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 6.8 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 on or after reaching age 65 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    Vested Benefits for Other Terminations of
   Employment.  A Participant is fully vested in all amounts held in the Plan
   for the Participant except amounts attributable to Employer matching
   contributions, which are subject to the following vesting schedule:

      Complete Years of Vesting         Percentage of Employer
   Service at Date of Termination    Matching Contributions Vested

             Less than 5                             0%
             5 or more                               100%

   If a Participant's employment is terminated for any reason other than
   death or retirement at or after age 65, and the Participant is not
   otherwise eligible for Social Security disability benefits, the
   Participant shall be entitled to a distribution of the vested amount of
   the Participant's allocated Company Stock, if any, and the remaining
   vested amount of his account in cash, payable in a single sum
   distribution, or if elected by the Participant, a distribution of such
   vested amount payable entirely in cash.  The nonvested amount, if any, of
   the Participant's Employer matching contributions shall be held in a
   suspense account until it is either forfeited or reinstated upon
   reemployment as provided in Section 7.3 hereof.  As of the end of the Plan
   Year in which any such forfeiture occurs, the forfeited amount shall be
   applied to reduce the obligations of the Employers to make matching
   contributions under the Plan for such Plan Year and subsequent years until
   fully applied.  For purposes of the foregoing vesting schedule, all of a
   Participant's Years of Vesting Service shall be taken into account. 
   Notwithstanding any provision to the contrary, a Participant's vested
   percentage shall be 100% upon attainment of age 65.  No amendment to the
   Plan changing the Plan's vesting schedule shall reduce the vested balance
   provided by such schedule determined for each Participant as of the day
   preceding the adoption or the effective date of such amendment, whichever
   is later.  If an amendment to the Plan changes the Plan's vesting
   schedule, each Participant having not less than 3 Years of Vesting Service
   shall be entitled to have his vested balance for his future service under
   the Plan computed without regard to such amendment.  Any such election
   will not be effective unless made after the amendment is adopted but prior
   to 60 days after the later of (i) the date the amendment was adopted, (ii)
   the effective date of the amendment, or (iii) the date the employee was
   given written notice of the amendment.  Such election shall be made in
   writing by filing with the Administrator, within such period, such form as
   the Administrator may prescribe for this purpose.  For purposes of this
   Section, a Participant shall be considered to have completed 3 Years of
   Vesting Service if he has completed 3 such years prior to the expiration
   of the election period described above.

             Section 7.3    Forfeitures.    The nonvested balance of a
   Participant's Employer matching contributions shall be declared a
   forfeiture when the Participant incurs 6 consecutive Breaks in Service or,
   if earlier, when the Participant's Employer matching contributions have
   been cashed out of the Plan.  A Participant whose vested balance of
   Employer matching contributions has been distributed or who has no vested
   interest in his Employer matching contributions shall be deemed cashed out
   from the Plan.  If a Participant is rehired before 6 or more consecutive
   Breaks in Service have occurred after termination of employment, the
   Participant's prior nonvested balance will be restored to his account
   dollar for dollar out of forfeitures or, if not sufficient, Employer
   contributions.  

             Section 7.4    Policy.  In the event that a Policy has been
   issued with respect to a Participant entitled to distribution as described
   in Section 7.1 or Section 7.2, 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 7.5    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 70-1/2, 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 70-1/2; provided, however, that
   a Participant may elect earlier distribution at any time after reaching
   age 65 by filing a distribution application with the Administrator.  Such
   deferred payment will be based on the value of his account on the
   Accounting Date that corresponds with or next follows the date on which he
   attains age 70-1/2 or, if earlier, applies for a distribution at or after age
   65.  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 7.6    Distribution Because of Death.  Upon the death of
   a Participant prior to termination of employment, a Participant shall be
   deemed to be fully vested in his Employer matching contributions.  No
   increase in vesting occurs when a Participant's death occurs after
   termination of employment.  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 7.7    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 7.8    Deadline for Distributions.  A Participant's
   account shall be distributed, unless the Participant has elected
   otherwise, 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 7.9    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 7.10   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    Withdrawal of Contributions.  Withdrawals prior
   to a termination of employment or proof of disability may be made by a
   Participant in accordance with, and subject to the provisions of, this
   Article VIII and rules prescribed by the Administrator.

             Section 8.2    Withdrawals from After-Tax Contributions.  A
   Participant may elect to withdraw all or any part of the portion of his
   account that is attributable to after-tax contributions to the Previous
   Plan.  A Participant shall incur no suspension of his contributions under
   the Plan as a result of a withdrawal under this Section 8.2

             Section 8.3    Withdrawals from Employer Matching Contributions. 
   A Participant who has withdrawn the maximum amount of funds permissible
   under Section 8.2 may elect to withdraw all or any part of the portion of
   his account that is attributable to Employer matching contributions to the
   Previous Plan; provided, however, that the portion, if any, attributable
   to Employer discretionary matching contributions to the Previous Plan may
   not be withdrawn; provided, further, that the portion attributable to
   Employer matching contributions made pursuant to Section 4.8 hereof may
   not be withdrawn.

             Section 8.4    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 8.4(a).

             (b)  Hardship Withdrawals of Before-Tax Contributions.  A
   Participant who has withdrawn the maximum amount of funds permissible
   under Sections 8.2 and 8.3 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 8.5    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. 
   Loans are not permitted from a Participant's Employer matching
   contributions account and such amounts shall not be considered in
   determining a Participant's eligibility for a loan.

             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 6.6, but shall be investments for the
   benefit of the Borrower's account to be treated as a segregated loan
   account.  When application for a loan is made, the Administrator shall
   determine whether the segregated loan account shall be established from
   funds attributable to Before-Tax Contributions or other types of
   contributions, other than Employer matching contributions, held on behalf
   of the Borrower in the Plan.  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 6.5.

             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.

   
                        ARTICLE XV.  TOP-HEAVY PROVISIONS

             Section 15.1   Top-Heavy Restrictions.  (a)  Notwithstanding any
   provision to the contrary herein, in accordance with Code Section 416, if
   the Plan is a top-heavy plan for any Plan Year, then the provisions of
   this Section shall be applicable.  The Plan is "top-heavy" for a Plan Year
   if as of its "determination date" (i.e. the last day of the preceding Plan
   Year or the last day of the Plan's first Plan Year, whichever is
   applicable), the total present value of the accrued benefits of key
   employees (as defined in Code Section 416(i)(1) and applicable
   regulations) exceeds sixty percent (60%) of the total present value of the
   accrued benefits of all employees under the plan (excluding those of
   former key employees and employees who have not performed any services
   during the preceding five (5) year period) (as such amounts are computed
   pursuant to Section 416(g) and applicable regulations using a five percent
   (5%) interest assumption and a 1971 GAM mortality assumption) unless such
   plan can be aggregated with other plans maintained by the applicable
   controlled group in either a permissive or required aggregation group and
   such group as a whole is not top-heavy.  Any nonproportional subsidies for
   early retirement and benefit options are counted assuming commencement at
   the age at which they are most valuable.  In addition, a plan is top-heavy
   if it is part of a required aggregation group which is top-heavy.  Any
   plan of a controlled group may be included in a permissive aggregation
   group as long as together they satisfy the Code 401(a)(4) and 410
   discrimination requirements.  Plans of a controlled group which must be
   included in a required aggregation group include any plan in which a key
   employee participates or participated at any time during the determination
   period (regardless of whether the plan has terminated) and any plan which
   enables such a plan to meet the Section 401(a)(4) or 410 discrimination
   requirements.  The present values of aggregated plans are determined
   separately as of each plan's determination date and the results aggregated
   for the determination dates which fall in the same calendar year.  A
   "controlled group" for purposes of this Section includes any group
   employers aggregated pursuant to Code Sections 414(b), (c) or (m).  The
   calculation of the present value shall be done as of a valuation date
   which for a defined contribution plan is the determination date and for a
   defined benefit plan is the date as of which funding calculations are
   generally made within the twelve month period ending on the determination
   date.  Solely for the purpose of determining if the Plan, or any other
   plan included in a required aggregation group of which this Plan is a
   part, is top-heavy (within the meaning of Section 416(g) of the Code) the
   accrued benefit of an Employee other than a key employee (within the
   meaning of Section 416(i)(1) of the Code) shall be determined under (i)
   the method, if any, that uniformly applies for accrual purposes under all
   plans maintained by the Affiliates, or (ii) if there is no such method, as
   if such benefit accrued not more rapidly than the slowest accrual rate
   permitted under the fractional accrual rate of Section 411(b)(1)(C) of the
   Code.

             (b)  If a defined contribution plan is top-heavy in a Plan Year,
   non-key employee participants who have not separated from service at the
   end of such Plan Year will receive allocations of employer contributions
   and forfeitures at least equal to the lesser of three percent (3%) of
   compensation (as defined in Code Section 415) for such year or the
   percentage of compensation allocated on behalf of the key employee for
   whom such percentage was the highest for such year (including any salary
   reduction contributions).  If a defined benefit plan is top-heavy in a
   Plan Year and no defined contribution plan is maintained, the employer-
   derived accrued benefit on a life only basis commencing at the normal
   retirement age of each non-key employee shall be at least equal to a
   percentage of the highest average compensation for five consecutive years,
   excluding any years after such Plan permanently ceases to be top-heavy,
   such percentage being the lesser of (i) twenty percent (20%) or (ii) two
   percent (2%) times the years of service after December 31, 1983 in which a
   Plan Year ends in which the Plan is top-heavy.  If the controlled group
   maintains both a defined contribution plan and a defined benefit plan
   which cover the same non-key employee, such employee will be entitled to
   the defined benefit plan minimum and not to the defined contribution plan
   minimum.

             (c)  If the controlled group maintains a defined benefit plan
   and a defined contribution plan which both cover one or more of the same
   key employees, and if such plans are top-heavy, then the limitation stated
   in a separate provision of this Plan with respect to the Code Section
   415(e) maximum benefit limitations shall be amended so that a 1.0
   adjustment on the dollar limitation applies rather than a 1.25 adjustment. 
   This provision shall not apply if the Plan is not "super top-heavy" and if
   the minimum benefit requirements of this Section are met when two percent
   (2%) is changed to three percent (3%) and twenty percent (20%) is changed
   to an amount not greater than thirty percent (30%) which equals twenty
   percent (20%) plus one percent (1%) for each year such plan is top-heavy. 
   A plan is "super top-heavy" if the ratio referred to in subsection (a)
   above results in a percentage in excess of ninety percent 90%) rather than
   a percentage in excess of sixty percent (60%).