{"id":38841,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employees-savings-amp-amp-retirement-plan-401-k-barr.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employees-savings-amp-amp-retirement-plan-401-k-barr","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employees-savings-amp-amp-retirement-plan-401-k-barr.html","title":{"rendered":"Employees Savings &#038; Retirement Plan (401(k)) &#8211; Barr Laboratories Inc."},"content":{"rendered":"<pre>\n                    BARR LABORATORIES, INC.\n\n\n          EMPLOYEES SAVINGS &amp; RETIREMENT PLAN (401(k))\n\n        (Restated and Amended Effective January 1, 1989)\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\nARTICLE I                                                      1\n    DEFINITIONS                                                1\n        1.1  \"Act\"                                             1\n        1.2  \"Administrator\"                                   1\n        1.3  \"Aggregate Account\"                               1\n        1.4  \"Beneficiary\"                                     1\n        1.5  \"Code\"                                            1\n        1.6  \"Compensation\"                                    1\n        1.7  \"Elective Contribution                            1\n        1.8  \"Eligible Employee\"                               2\n        1.9  \"Employee\"                                        2\n        1.10 \"Employer\"                                        2\n        1.11 \"Excessive Aggregate Contributions\"               2\n        1.12 \"Excessive Elective Allocations\"                  2\n        1.13 \"Excessive Contributions\"                         2\n        1.14 \"Fiduciary\"                                       2\n        1.15 \"Forfeiture\"                                      2\n        1.16 \"Former Participant\"                              2\n        1.17 \"Highly Compensated Employee\"                     2\n        1.18 \"Hour of Service\"                                 3\n        1.19 \"Key Employee\"                                    4\n        1.20 \"Non-Elective Contribution                        4\n        1.21 \"Non-Key Employee\"                                4\n        1.22 \"Normal Retirement Date\"                          4\n        1.23 \"Break in Service\"                                4\n        1.24 \"Participant\"                                     4\n        1.25 \"Participant's Employer Contribution Account\"     4\n        1.26 \"Participant's Elective Contribution Account\"     4\n        1.27 \"Plan\"                                            5\n        1.28 \"Plan Year\"                                       5\n        1.29 \"Regulation\"                                      5\n        1.30 \"Pre-Retirement Survivor Annuity\"                 5\n        1.31 \"Retired Participant\"                             5\n        1.32 \"Retirement Date\"                                 5\n        1.33 \"Severance from Service Date\"                     5\n        1.34 \"Suspense Account\"                                5\n        1.35 \"Terminated Participant\"                          5\n        1.36 \"Top Heavy Plan Year\"                             5\n        1.37 \"Total and Permanent Disability\"                  5\n        1.38 \"Trustee\"                                         5\n        1.39 \"Trust Fund\"                                      6\n        1.40 \"Valuation Date\"                                  6\n        1.41 \"Voluntary Contribution Account\"                  6\n        1.42 \"Voluntary Contributions\"                         6\n        1.43 \"Years of Service\"                                6\n\n\nARTICLE II                                                     7\n    ADMINISTRATION                                             7\n        2.1  Powers and Responsibilities of the Employer       7\n        2.2  Assignment and Designation of\n               Administrative Authority                        7\n        2.3  Allocation and Delegation of Responsibilities     7\n        2.4  Powers, Duties and Responsibilities               8\n        2.5  Records and Reports                               9\n        2.6  Appointment of Advisors                           9\n        2.7  Information From Employer                         9\n        2.8  Payment of Expenses                               9\n        2.9  Majority Actions                                 10\n        2.10 Claims Procedure                                 10\n        2.11 Claims Review Procedure                          10\n\nARTICLE III                                                   11\n    ELIGIBILITY                                               11\n        3.1  Conditions of Eligibility                        11\n        3.2  Authorization for Elective Contributions &amp; Voluntary\n               Contributions                                  11\n        3.3  Determination of Eligibility                     11\n        3.4  Termination of Eligibility                       11\n        3.5  Omission of Eligible Employee                    11\n        3.6  Inclusion of Ineligible Employee                 12\n\nARTICLE IV                                                    13\n    CONTRIBUTION AND ALLOCATION                               13\n        4.1  Formula for Determining Employer's\n               Non-Elective Contributions                     13\n        4.2  Participant's Elective Contributions             13\n        4.3  Amount of Employer's Contribution                14\n        4.3.1Special Provisions for Union Employees           14\n        4.4  Time of Payment of Non-Elective Contribution     14\n        4.5  Time of Payment of Elective Contribution         14\n        4.6  Allocation of Contribution, Earnings \n             and Forfeitures                                  14\n        4.7  Limitation on Deferred Compensation Elections    16\n        4.8  Correction of Excessive Allocations              17\n        4.9  Correction of Excessive Elective Contributions   17\n        4.10 Recharacterization of Excessive Contributions    18\n        4.11 Limitation on Employer Matching Contribution\n               and Voluntary Contributions                    19\n        4.12 Correction of Excess Aggregate Contributions     20\n        4.13 Special Rule for Family Members                  21\n        4.14 Maximum Annual Additions                         22\n        4.15 Adjustment for Excessive Annual Additions        24\n        4.16 Transfers from Qualified Plans                   24\n        4.17 Voluntary Contributions                          25\n\nARTICLE V                                                     26\n    ACCOUNTING &amp; VALUATIONS                                   26\n        5.1  Accounting                                       26\n        5.2  Valuations                                       26\n\nARTICLE VI                                                    27\n    DETERMINATION AND DISTRIBUTION OF BENEFITS                27\n        6.1  Determination of Benefits Upon Retirement        27\n        6.2  Determination of Benefits Upon Death             27\n        6.3  Determination of Benefits in Event of Disability 28\n        6.4  Determination of Benefits Upon Termination       28\n        6.5  Distribution of Benefits                         30\n        6.6  Distribution of Benefits Upon Death              33\n        6.7  Time of Segregation or Distribution              35\n        6.8  Distribution for Minor Beneficiary               36\n        6.9  Location of Participant or Beneficiary Unknown   36\n        6.10 Advance Distribution for Hardship                36\n        6.11 Advance Distributions for Loans to Participants  38\n        6.12 Limitations on Benefits and Distributions        39\n        6.13 Direct Transfer                                  39\n\nARTICLE VII                                                   41\n    TOP HEAVY RULES                                           41\n        7.1  Top Heavy Plan Requirements                      41\n        7.2  Determination of Top Heavy Status                41\n        7.3  Minimum Allocations                              44\n\nARTICLE VIII                                                  46\n    TRUSTEE                                                   46\n\nARTICLE IX                                                    48\n    AMENDMENT, TERMINATION AND MERGERS                        48\n        9.1  Amendment                                        48\n        9.2  Termination                                      48\n        9.3  Merger or Consolidation                          48\n\nARTICLE X                                                     50\n    MISCELLANEOUS                                             50\n       10.1  Participant's Rights                             50\n       10.2  Alienation                                       50\n       10.3  Construction of Plan                             51\n       10.4  Gender and Number                                51\n       10.5  Legal Action                                     51\n       10.6  Prohibition Against Diversion of Funds           51\n       10.7  Bonding                                          52\n       10.8  Receipt and Release For Payments                 52\n       10.9  Action By The Employer                           52\n       10.10 Named Fiduciaries and Allocation\n             of Responsibility                                52\n       10.11 Uniformity                                       53\n       10.12 Headings                                         53\n\nARTICLE XI                                                    54\n    PARTICIPATING EMPLOYERS                                   54\n       11.1  Adoption By Other Employers                      54\n       11.2  Requirements of Participating Employers          54\n       11.3  Designation of Agent                             55\n       11.4  Employee Transfers                               55\n       11.5  Participating Employers Contributions            55\n       11.6  Amendment                                        55\n       11.7  Discontinuance of Participation                  55\n       11.8  Administrator's Authority                        56\n       11.9  Participating Employer Contribution for Affiliate56\n\n                    Barr Laboratories, Inc.\n          Employees Savings &amp; Retirement Plan (401(k))\n\n\nTHIS  AGREEMENT  is by and between BARR LABORATORIES,  INC.  (the\n\"Employer\")  and  THE  TRUSTEES OF THE BARR  LABORATORIES,  INC.,\nProfit-Sharing Plan and Trust.\n\nThe parties hereto agree as follows:\n\nWHEREAS,  the  Board of Directors of the Employer authorized  the\nadoption  of the Barr Laboratories, Inc. Profit-Sharing Plan  and\nTrust  (the \"Plan\") having an original effective date of July  1,\n1983; and\n\nWHEREAS, the Board of Directors of the Employer wishes to restate\nand  amend the terms of the Plan to conform with the requirements\nof  the  Tax Reform Act of 1986 and other subsequent legislation;\nand\n\nWHEREAS,  the  Board  of Directors of the Employer  restated  and\namended the Plan effective April 1, 1985, and the parties  hereto\nagreed  that  the Plan would be renamed as the Barr Laboratories,\nInc. Employees Savings &amp; Retirement Plan; and\n\nNOW,  THEREFORE,  effective January 1, 1989, the  parties  hereto\nagree to the terms of the Plan as follows:\n                           ARTICLE I\n\n                          DEFINITIONS\n\n\n1.1 \"Act\"  means the Employee Retirement Income Security  Act  of\n    1974, as it may be amended from time to time.\n\n1.2 \"Administrator\"  means  the person or persons  designated  by\n    the  Employer or its Board of Directors pursuant  to  Section\n    2.2 to administer the Plan on behalf of the Employer.  If  no\n    such  person  is  designated,  the  Employer  shall  be   the\n    Administrator.\n\n1.3 \"Aggregate  Account\" means, with respect to each Participant,\n    the  value  of  all  accounts  maintained  on  behalf  of   a\n    Participant,  whether  attributable to Employer  or  Employee\n    contributions.\n\n1.4 \"Beneficiary\"  means  the person  to  whom  the  share  of  a\n    deceased  Participant's total account is payable, subject  to\n    the restrictions of Section 6.2 and 6.6.\n\n1.5 \"Code\"  means the Internal Revenue Code of 1986,  as  amended\n    or replaced from time to time.\n\n1.6 \"Compensation\"  with  respect to any  Participant  means  the\n    total  compensation paid by the Employer including base  pay,\n    overtime  pay, bonuses and commissions.  Amounts  contributed\n    by  the  Employer  under the Plan and any  taxable  and  non-\n    taxable  fringe  benefits, director's  fees,  annual  service\n    awards and expense reimbursements shall not be considered  as\n    compensation.   That  portion of an  Employee's  Compensation\n    that  is deferred pursuant to Section 4.2 shall be considered\n    as Compensation for all Plan purposes.\n\n    The  annual amount of Compensation taken into account  for  a\n    Participant shall not exceed $200,000 (as adjusted for  cost-\n    of-living  increases  (pursuant to Code  Section  401(a)(17))\n    for  Plan  Years  beginning  prior  to  July  1st,  1994  and\n    $150,000  (as adjusted for cost of living increases  pursuant\n    to  Code Section 401(a)(17) for Plan Years beginning  on  and\n    after  July  1st,  1994.  In determining  Compensation  of  a\n    Participant  for purposes of this limitation,  the  rules  of\n    Code  Section  414(q)(6) shall apply except in applying  such\n    rules,  the  term \"family\" shall include only the  spouse  of\n    the   Participant   and  any  lineal   descendants   of   the\n    Participant who have not attained age 19 before  the  end  of\n    the  Plan Year.  If, as a result of the application  of  such\n    rules,  the  adjusted  Compensation limitation  is  exceeded,\n    then  the  limitation shall be prorated  among  the  affected\n    individuals   in   proportion  to  each   such   individual's\n    Compensation  as determined under this section prior  to  the\n    application  of  this  limitation.  The  determination  of  a\n    Participant's  Compensation will be in  accordance  with  the\n    records maintained by the Employer and shall be conclusive.\n\n1.7 \"Elective Contribution\" means contributions to the Plan  that\n    are  made  pursuant  to the Participant's  deferral  election\n    provided in Section 4.2.\n\n1.8 \"Eligible Employee\" means any Employee who has satisfied  the\n    provisions  of  Section 3.1 other than leased  employees  who\n    are included in the definition of Employee in Section 1.9.\n\n1.9 \"Employee\" means any person who is employed by the  Employer,\n    but  excludes  any person who is employed as  an  independent\n    contractor.    The   term  Employee  shall   include   leased\n    employees  as  that  term is defined in Code  Section  414(n)\n    except  leased  employees shall not be deemed  employees  for\n    any  purpose if leased employees are (i) covered  by  a  plan\n    described  in Code Section 414(n); and (ii) leased  employees\n    do  not  constitute more than 20% of the Employer's nonhighly\n    compensated workforce.\n\n1.10\"Employer\"   means   Barr   Laboratories,   Inc.,   and   any\n    Participating  Employer (as defined in  Section  11.1)  which\n    shall  adopt  this Plan; any successor which  shall  maintain\n    this  Plan;  and  any predecessor which has  maintained  this\n    Plan.  For purposes of the controlled group rules under  Code\n    Section  414  and all Code Sections referred to therein,  the\n    term  \"Employer\" shall refer to any corporation,  partnership\n    or  other entity which is related to Barr Laboratories,  Inc.\n    within  the  meaning of Code Sections 414(b), (c),  (m),  (n)\n    and (o).\n\n1.11\"Excessive   Aggregate  Contributions\"   means   the   amount\n    described under Code Section 401(m)(6)(B).\n\n1.12\"Excessive  Allocations\" means salary reduction elections  of\n    a  Participant in excess of the limitation under Code Section\n    402(g).\n\n1.13\"Excessive   Elective   Contributions\"   means   the   amount\n    described under Code Section 401(k)(8).\n\n1.14\"Fiduciary\"   means   any  person  who  (a)   exercises   any\n    discretionary  authority or discretionary control  respecting\n    management of the Plan or exercises any authority or  control\n    respecting  management or disposition of assets, (b)  renders\n    investment advice for a fee or other compensation, direct  or\n    indirect,  with  respect to any monies or other  property  of\n    the Plan or has any authority or responsibility to do so,  or\n    (c)   has   any   discretionary  authority  or  discretionary\n    responsibility  in the administration of the Plan,  including\n    but  not  limited  to,  the Trustee,  the  Employer  and  the\n    Administrator.\n\n1.15\"Forfeiture\"  means  that portion of a Participant's  Account\n    that  is  not vested and occurs with respect to a Participant\n    who  has terminated employment at the end of a One-Year Break\n    in Service.\n\n1.16\"Former   Participant\"  means  a  person  who  has   been   a\n    Participant, but who has ceased to be a Participant  for  any\n    reason.\n\n1.17\"Highly  Compensated Employee\" means an Employee who  at  any\n    time  during  the  Plan Year or preceding  Plan  year  is  an\n    employee described in Code Section 414(q)(1); including  both\n    Highly  Compensated  active Employees and Highly  Compensated\n    former  Employees.   A  Highly  Compensated  active  Employee\n    includes  any Employee who performs services for the Employer\n    during  the determination year and who, during the  look-back\n    year  (a)  received  Compensation in excess  of  $75,000  (as\n    adjusted  pursuant  to  Code  Section  415(d);  (b)  received\n    Compensation  from  the  Employer in excess  of  $50,000  (as\n    adjusted pursuant to Code Section 415(d) and was a member  of\n    the  top-paid group for such year; or (c) was an  officer  of\n    the  Employer and received Compensation during such year that\n    is  greater  than  150  percent of the  defined  contribution\n    dollar   limitation.   The  term  Highly  Compensated  active\n    Employee  also  includes: (a) an Employee  who  is  both  (i)\n    described   in   the   preceding   sentence   if   the   term\n    \"determination  year\" is substituted for the term  \"look-back\n    year\"  and (ii) is one of the 100 Employees who received  the\n    most  Compensation  from the Employer  during  the  look-back\n    year  or  determination year.  If no officer has Compensation\n    in   excess  of  150  percent  of  the  defined  contribution\n    limitation,  during either a determination year  or  a  look-\n    back  year, the highest paid officer for each such year shall\n    be   treated   as   a  Highly  Compensated   Employee.    The\n    determination  of  who  is  a  Highly  Compensated  Employee,\n    including  the  determination of the number and  identity  of\n    Employees  in the top-paid group, the top 100 Employees,  the\n    number  of Employees treated as officers and the Compensation\n    that  is  considered  will be made in  accordance  with  Code\n    Section  414(q)  and  in accordance with Treasury  Regulation\n    Section 1.414(q)-IT.\n\n1.18\"Hour  of  Service\" means (1) each hour for which an Employee\n    is   directly  or  indirectly  compensated  or  entitled   to\n    Compensation  by the Employer for the performance  of  duties\n    during  the applicable computation period; (2) each hour  for\n    which  an  Employee is directly or indirectly compensated  or\n    entitled  to  Compensation by the Employer  (irrespective  of\n    whether  the  employment  relationship  has  terminated)  for\n    reasons  other than performance of duties (such as  vacation,\n    holidays, sickness, jury duty, disability, lay-off,  military\n    duty  or  leave of absence) during the applicable computation\n    period;  (3)  each  hour for which back  pay  is  awarded  or\n    agreed  to  by  the Employer without regard to mitigation  of\n    damages.\n\n    Notwithstanding the above, no more than 501 Hours of  Service\n    are  required to be credited to an Employee on account of any\n    single  continuous period during which the Employee  performs\n    no  duties  (whether or not such period occurs  in  a  single\n    computation  period); (ii) an hour for which an  Employee  is\n    directly  or  indirectly  paid, or entitled  to  payment,  on\n    account  of a period during which no duties are performed  is\n    not  required to be credited to the Employee if such  payment\n    is  made  or  due  under  a plan maintained  solely  for  the\n    purpose  of  complying with applicable worker's compensation,\n    or  unemployment  compensation or disability insurance  laws;\n    and  (iii)  Hours of Service are not required to be  credited\n    for  a  payment  which  solely  reimburses  an  Employee  for\n    medical  or  medically  related  expenses  incurred  by   the\n    Employee.\n\n    For  purposes of this Section, a payment shall be  deemed  to\n    be  made  by  or due from the Employer regardless of  whether\n    such  payment  is made by or due from the Employer  directly,\n    or  indirectly  through,  among  others,  a  trust  fund,  or\n    insurer,  to  which the Employer contributes or pays  premium\n    and  regardless of whether contributions made or due  to  the\n    trust  fund, insurer or other entity are for the  benefit  of\n    particular  Employees  or  are on  behalf  of  the  group  of\n    Employees in the aggregate.\n\n    An  Hour  of Service must be counted for the purpose  of\n    determining  a Year of Service, a Break in  Service  and\n    employment    commencement   date    (or    reemployment\n    commencement  date).  The provisions  of  Department  of\n    Labor    Regulations   2530.200b-2(b)   and   (c)    are\n    incorporated herein by reference.\n\n1.19\"Key  Employee\" means those Employees defined in Code Section\n    416(i) and the Regulations thereunder.\n\n1.20\"Non-Elective    Contribution\"    means    the     Employer's\n    contributions to the Plan provided for in Section 4.1(a)  and\n    (b).\n\n1.21\"Non-Key  Employee\"  means any Employee  or  former  Employee\n    (and his Beneficiaries) who is not a Key Employee.\n\n1.22\"Normal  Retirement  Date\"  means the  date  the  Participant\n    attains age 65.\n\n1.23\"Break  in  Service\"  means  a  12-consecutive  month  period\n    beginning on a Severance From Service date and ending on  the\n    anniversary  of  such date during which an Employee  has  not\n    completed  an  Hour of Service.  Solely for  the  purpose  of\n    determining  whether a Participant has incurred  a  Break  in\n    Service,   Hours   of   Service  shall  be   recognized   for\n    \"authorized  leaves of absence\" and \"maternity and  paternity\n    leaves of absence\".\n\n    \"An  authorized leave of absence\" means an unpaid,  temporary\n    cessation  from active employment with the Employer  pursuant\n    to   an   established   nondiscriminatory   policy,   whether\n    occasioned by illness, military service or any other reason.\n\n    A  \"maternity or paternity leave of absence\" shall mean,  for\n    Plan  Years  beginning after December 31,  1984,  an  absence\n    from  work  for  any  period  by  reason  of  the  Employee's\n    pregnancy,  birth  of the Employee's child,  placement  of  a\n    child  with  the Employee in connection with the adoption  of\n    such  child,  or any absence for the purpose  of  caring  for\n    such  child for a period immediately following such birth  or\n    placement.   For purposes of determining whether a  Break  in\n    Service  has  occurred,  the first year  of  a  maternity  or\n    paternity  absence shall be deemed to be a  Year  of  Service\n    and  the  second  year  of a maternity or  paternity  absence\n    shall be considered neither a Year of Service nor a Break  in\n    Service.\n\n1.24\"Participant\" shall mean any Eligible Employee who  satisfies\n    the  provision of Section 3.1 and who has not for any  reason\n    become ineligible to participate further in the Plan.\n\n1.25\"Participant's Employer Contribution Account\" shall mean  the\n    account  established and maintained by the Administrator  for\n    each  Participant with respect to his total interest  in  the\n    Plan  and  Trust  resulting from the Employer's  Non-Elective\n    Contributions, and includes the Participant's balance in  his\n    Employee's Account under the prior provisions of the Plan.\n\n1.26\"Participant's Elective Contribution Account\" shall mean  the\n    account  established and maintained by the Administrator  for\n    each  Participant with respect to his total interest  in  the\n    Plan and Trust resulting from Elective Contributions.\n\n1.27\"Plan\"  shall  mean  this instrument Barr Laboratories,  Inc.\n    Employees  Savings &amp; Retirement Plan (401(k))  including  all\n    amendments thereto.\n\n1.28\"Plan  Year\" means the Plan's accounting year of twelve  (12)\n    months  commencing on July 1st of each year  and  ending  the\n    following June 30th.\n\n1.29\"Regulation\" means the income Tax Regulations as  promulgated\n    by  the  Secretary  of the Treasury or his delegate,  and  as\n    amended from time to time.\n\n1.30\"Pre-Retirement  Survivor Annuity\" means an annuity  for  the\n    life  of  the  Participant's spouse the payments under  which\n    must  be  equal  to  the  amount  of  benefit  which  can  be\n    purchased with the accounts of a Participant used to  provide\n    the death benefit under the Plan.\n\n1.31\"Retired  Participant\"  means  a  person  who  has   been   a\n    Participant  but  who  has  become  entitled  to   retirement\n    benefits under the Plan.\n\n1.32\"Retirement  Date\" means the date as of which  a  Participant\n    retires on a Normal Retirement Date.\n\n1.33   \"Severance from Service Date\" means the earlier of:\n\n       (i)   the  date  on which an Employee quits,  retires,  is\n       discharged or dies; or\n       (ii)  the  first  anniversary of  the  date  in  which  an\n       Employee is absent from service for any other reason.\n\n1.34\"Suspense  Account\"  means the total forfeitable  portion  of\n    all Former Participant's Accounts which has not yet become  a\n    Forfeiture during any Plan Year.\n\n1.35\"Terminated  Participant\" means  a  person  who  has  been  a\n    Participant,  but whose employment has been terminated  other\n    than by death, Total and Permanent Disability or retirement.\n\n1.36\"Top  Heavy Plan Year\" means that, for a particular Plan Year\n    commencing after December 31, 1983, the Plan is a  Top  Heavy\n    Plan.\n\n1.37\"Total  and Permanent Disability\" means a physical or  mental\n    condition  of  a  Participant resulting from  bodily  injury,\n    disease  or  mental disorder which renders him  incapable  of\n    continuing  his  usual  and  customary  employment  with  the\n    Employer.    The  disability  of  a  Participant   shall   be\n    determined   by   a   licensed  physician   chosen   by   the\n    Administrator.  The determination shall be applied  uniformly\n    to all Participants.\n\n1.38\"Trustee\" means the person or entity named as trustee  herein\n    or  in  any  separate trust forming a part of this Plan,  and\n    any successors.\n\n1.39\"Trust  Fund\" means the assets of the Plan and Trust  as  the\n    same shall exist from time to time.\n\n1.40\"Valuation  Date\" means the last day of each  calendar  month\n    and such other date at the discretion of the Administrator.\n\n1.41\"Voluntary   Contribution   Account\"   means   the    account\n    established  and  maintained by the  Administrator  for  each\n    Participant  with respect to his total interest in  the  Plan\n    resulting  from  the  Participant's  Voluntary  Contributions\n    made  pursuant to Section 4.17 of the Plan, and includes  the\n    Participant's  balance in his Employee's  Account  under  the\n    prior provisions of the Plan.\n\n1.42\"Voluntary   Contributions\"  mean  the   Participant's   non-\n    deductible  voluntary contributions made pursuant to  Section\n    4.17 of the Plan.\n\n1.43\"Years  of  Service\" means the aggregate number of years  and\n    months  of  service beginning on the date the Employee  first\n    performs  an  Hour of Service and ending on the Participant's\n    Severance from Service Date.\n\n    Years  of  Service  with any corporation, trade  or  business\n    which  is  a member of a controlled group of corporations  or\n    under  common control [as defined by Code Section 414(b)  and\n    Section  414(c)]  or  is  a member of an  affiliated  service\n    group  [as  defined by Code Section 414(m)], or is an  entity\n    required  to  be  aggregated with the  Employer  pursuant  to\n    regulations under Code Section 414(o) shall be recognized.\n\n    In  determining Years of Service, Years of Service  prior  to\n    the  vesting computation period in which an Employee attained\n    his eighteenth birthday shall be excluded.\n                           ARTICLE II\n\n                         ADMINISTRATION\n\n\n\n2.1 Powers and Responsibilities of the Employer\n\n         (a)The  Employer  or  its Board of  Directors  shall  be\n         empowered  to  appoint and remove the  Trustee  and  the\n         Administrator  from time to time as it  deems  necessary\n         for  the  proper  administration of the Plan  to  assure\n         that  the  Plan  is  being operated  for  the  exclusive\n         benefit  of the Participants and their Beneficiaries  in\n         accordance with the terms of the Plan, the Code and  the\n         Act.\n\n         (b)The   Employer   shall   periodically   review    the\n         performance  of  any Fiduciary or other person  to  whom\n         duties have been delegated or allocated by it under  the\n         provisions  of  this  Plan  or  pursuant  to  procedures\n         established   hereunder.   This   requirement   may   be\n         satisfied  by formal periodic review by the Employer  or\n         by  a  qualified person specifically designated  by  the\n         Employer, through day-to-day conduct and evaluation,  or\n         through other appropriate ways.\n\n         (c)The  Employer  may  to the extent  permitted  by  law\n         agree  in  writing to indemnify all persons to whom  the\n         Employer  has  delegated fiduciary  duties,  except  any\n         consultant  or  other  person or organization  hired  to\n         render  services  in connection with the  administration\n         of  the Plan, against any and all claims, loss, damages,\n         expense    and    liability    arising    from     their\n         responsibilities  in connection with  the  Plan,  unless\n         the  same  is  determined to  be  due  to  a  breach  of\n         fiduciary obligation.\n\n2.2 Assignment and Designation of Administrative Authority\n\n    The  Employer shall appoint one or more Administrators.   Any\n    person, including, but not limited to, the Employees  of  the\n    Employer,  shall  be eligible to serve as  an  Administrator.\n    Any  person  so  appointed shall signify  his  acceptance  by\n    filing   written   acceptance   with   the   Employer.     An\n    Administrator   may   resign  by   delivering   his   written\n    resignation to the Employer or be removed by the Employer  by\n    delivery  of written notice of removal, to take effect  at  a\n    date   specified   therein,   or   upon   delivery   to   the\n    Administrator if no date is specified.\n\n    The   Employer,  upon  the  resignation  or  removal  of   an\n    Administrator,  shall  promptly  designate   in   writing   a\n    successor  to  this  position.   If  the  Employer  does  not\n    appoint an Administrator, the Employer will function  as  the\n    Administrator.\n\n2.3 Allocation and Delegation of Responsibilities\n\n    If  more  than one person is appointed as Administrator,  the\n    responsibilities of each Administrator may  be  specified  by\n    the  Employer  and accepted in writing by each Administrator.\n    In  the  event  that  no  such  delegation  is  made  by  the\n    Employer,    the    Administrators    may    allocate     the\n    responsibilities  among  themselves,  in  which   event   the\n    Administrators shall notify the Employer and the  Trustee  in\n    writing  of  such action and specify the responsibilities  of\n    each Administrator.  The Trustee thereafter shall accept  and\n    rely   upon   any  documents  executed  by  the   appropriate\n    Administrator  until  such  time  as  the  Employer  or   the\n    Administrators file with the Trustee a written revocation  of\n    such designation.\n\n2.4 Powers, Duties and Responsibilities\n\n    The  primary  responsibility  of  the  Administrator  is   to\n    administer  the  Plan  for  the  exclusive  benefit  of   the\n    Participants   and  their  Beneficiaries,  subject   to   the\n    specific   terms  of  the  Plan.   The  Administrator   shall\n    administer  the Plan in accordance with its terms  and  shall\n    have  the  power  to  determine  all  questions  arising   in\n    connection   with  the  administration,  interpretation   and\n    application  of  the  Plan.  Any such  determination  by  the\n    Administrator  shall  be  conclusive  and  binding  upon  all\n    persons.    The   Administrator  may  establish   procedures,\n    correct  any defect, supply any information or reconcile  any\n    inconsistency in such manner and to such extent as  shall  be\n    deemed  necessary or advisable to carry out  the  purpose  of\n    this   Agreement;   provided  however,  that  any  procedure,\n    discretionary  act, interpretation or construction  shall  be\n    done   in  a  nondiscriminatory  manner  based  upon  uniform\n    principles consistently applied and shall be consistent  with\n    the  intent  that  the Plan shall continue  to  be  deemed  a\n    qualified  plan  under the terms of Code Section  401(a)  and\n    shall  comply  with the terms of the Act and all  regulations\n    issued  pursuant thereto.  The Administrator shall  have  all\n    powers  necessary  or  appropriate to accomplish  his  duties\n    under this Plan.\n\n    The  Administrator shall be charged with the  duties  of  the\n    general  administrator of the Plan including, but not limited\n    to the following:\n\n         (a)to   determine   all  questions   relating   to   the\n         eligibility  of  Employees to participate  or  remain  a\n         Participant hereunder;\n\n         (b)to  compute,  certify  and direct  the  Trustee  with\n         respect to the amount and the kind of benefits to  which\n         any Participant shall be entitled hereunder;\n\n         (c)to  authorize and direct the Trustee with respect  to\n         all     non-discretionary    or    otherwise    directed\n         disbursements from the Trust;\n\n         (d)to   maintain   all   necessary   records   for   the\n         administration of the Plan;\n\n         (e)to  interpret the provisions of the Plan and to  make\n         and  publish  such rules for regulation of the  Plan  as\n         are consistent with the terms hereof;\n\n         (f)to  determine  the  size and type  of  any  insurance\n         contract  which may be purchased from an insurer  or  to\n         designate  the  insurer from which a contract  shall  be\n         purchased;\n\n         (g)to  compute and certify to the Employer  and  to  the\n         Trustee  from  time to time the sums of money  necessary\n         or desirable to be contributed to the Trust Fund;\n\n         (h)to  prepare and distribute to Employees  a  procedure\n         for  notifying Participants and Beneficiaries  of  their\n         rights  to elect joint and survivor annuities  and  Pre-\n         Retirement Survivor Annuities as may be required by  the\n         Act and Regulations thereunder;\n\n         (i)to  prepare  and  implement  a  procedure  to  notify\n         Eligible  Employees  that  they  may  elect  to  have  a\n         portion  of their Compensation deferred or paid to  them\n         in cash; and\n\n         (j)to  assist  any  Participant  regarding  his  rights,\n         benefits or elections available under the Plan.\n\n2.5 Records and Reports\n\n    The  Administrator shall keep a record of all  actions  taken\n    and  shall keep all other books of account, records and other\n    data  that may be necessary for proper administration of  the\n    Plan  and  shall be responsible for supplying all information\n    and  reports  to the Internal Revenue Service, Department  of\n    Labor, Participants, Beneficiaries and others as required  by\n    law  including,  without  limitation,  records  to  establish\n    satisfaction of the requirements of Code Section  401(k)  and\n    Code Section 401(m).\n\n2.6 Appointment of Advisors\n\n    The  Administrator, or the Trustee with the  consent  of  the\n    Administrator,  may  appoint counsel,  specialists,  advisors\n    and  other persons as the Administrator or the Trustee  deems\n    necessary  or desirable in connection with the administration\n    of this Plan.\n\n2.7 Information From Employer\n\n    To  enable  the  Administrator to perform his functions,  the\n    Employer  shall  supply full and timely  information  to  the\n    Administrator on all matters relating to the Compensation  of\n    all  Participants,  their Hours of Service,  their  Years  of\n    Service,  their retirement, death, disability, or termination\n    of   employment,  and  such  other  pertinent  facts  as  the\n    Administrator  may  require;  and  the  Administrator   shall\n    advise  the Trustee of such of the foregoing facts as may  be\n    pertinent  to  the  Trustees  duties  under  the  Plan.   The\n    Administrator may rely upon such information as  is  supplied\n    by  the Employer and shall have no duty or responsibility  to\n    verify such information.\n\n2.8 Payment of Expenses\n\n    All  expenses of administration may be paid out of the  Trust\n    Fund  unless  paid  by  the Employer.   Such  expenses  shall\n    include  any  expenses  incident to the  functioning  of  the\n    Administrator,  including  but  not  limited  to   fees   for\n    accountants, counsel and other specialists and their  agents,\n    and  other costs of administering the Plan.  Until paid,  the\n    expenses  shall  constitute a liability of  the  Trust  Fund.\n    However,  the  Employer  may  reimburse  the  Trust  for  any\n    administration expense incurred.\n\n2.9 Majority Actions\n\n    Except  where there has been an allocation and delegation  of\n    administrative authority pursuant to Section  2.3,  if  there\n    shall  be  more than one Administrator, they shall act  by  a\n    majority  of their number, but may authorize one or  more  of\n    them to sign all papers on their behalf.\n\n2.10Claims Procedure\n\n    Claims  for  benefits under the Plan may be  filed  with  the\n    Administrator on forms supplied by the Employer.\n\n    Written  notice  of  the disposition  of  a  claim  shall  be\n    furnished   to  the  claimant  within  90  days   after   the\n    application  thereof is filed.  In the  event  the  claim  is\n    denied, the reasons for the denial shall be specifically  set\n    forth  in  the notice in language calculated to be understood\n    by  the  claimant, pertinent provisions of the Plan shall  be\n    cited,  and, where appropriate, an explanation as to how  the\n    claimant  can  perfect  the  claim  will  be  provided.    In\n    addition,   the   claimant  shall  be   furnished   with   an\n    explanation of the Plan's claims review procedure.\n\n2.11Claims Review Procedure\n\n    The  Administrator shall establish a claims review  procedure\n    in accordance with Section 503 of the Act.\n                          ARTICLE III\n\n                          ELIGIBILITY\n\n\n\n3.1 Conditions of Eligibility\n\n    An  Eligible  Employee who has completed an Hour  of  Service\n    and  attained age 18 shall be a Participant hereunder  as  of\n    the  first day of the month next following the date on  which\n    the Eligible Employee completes such requirements.\n\n    Once  an  Eligible Employee becomes a Participant,  he  shall\n    file  with the Employer in writing, his and his beneficiary's\n    post office address and each change of any such address.\n\n3.2 Authorization   for  Elective  Contributions  and   Voluntary\n    Contributions\n\n    In  order  to  make  Elective Contributions and\/or  Voluntary\n    Contributions, each Participant must make application to  the\n    Employer  and  agree to the terms regarding the  contribution\n    of  an  Elective or Voluntary Contribution on forms  provided\n    by the Employer.\n\n3.3 Determination of Eligibility\n\n    The  Administrator  shall determine the eligibility  of  each\n    Eligible  Employee for participation in the Plan  based  upon\n    information  furnished by the Employer.   Such  determination\n    shall be conclusive and binding upon all persons, as long  as\n    the  same  is made in accordance with the Plan and  the  Act.\n    Such  determination  shall be subject to review  pursuant  to\n    Sections 2.10 and 2.11.\n\n3.4 Termination of Eligibility\n\n    In  the event a Participant shall go from a classification of\n    an  Eligible Employee to a non-eligible Employee, such Former\n    Participant  shall  continue to earn  Years  of  Service  for\n    service  completed while a noneligible Employee,  until  such\n    time  as  his  Aggregate  Accounts  shall  be  Forfeited   or\n    distributed   pursuant   to   the   terms   of   the    Plan.\n    Additionally,  his  interest in the Plan  shall  continue  to\n    share in the earnings of the Trust Fund.\n\n3.5 Omission of Eligible Employee\n\n    If, in any Plan Year, any Employee who should be included  as\n    a   Participant  in  the  Plan  is  erroneously  omitted  and\n    discovery   of  such  omission  is  not  made   until   after\n    contribution by his Employer for the year has been made,  the\n    Employer  shall make a subsequent contribution  with  respect\n    to  the  omitted  Employee  in  the  amount  which  the  said\n    Employer would have contributed with respect to him  and  had\n    he not been omitted.\n3.6 Inclusion of Ineligible Employee\n\n    If,  in  any Plan Year, any person who should not  have  been\n    included   as  a  Participant  in  the  Plan  is  erroneously\n    included  and  discovery of such incorrect inclusion  is  not\n    made  until after a contribution for the year has been  made,\n    the   Employer   shall  not  be  entitled  to   recover   the\n    contribution  made  with  respect to  the  ineligible  person\n    regardless  of  whether or not a deduction is allowable  with\n    respect  to  such  contribution.  In such event,  the  amount\n    contributed with respect to the ineligible person, if it  has\n    not   been   previously  distributed,  shall   constitute   a\n    Forfeiture for the Plan Year in which the discovery is made.\n                           ARTICLE IV\n\n                  CONTRIBUTION AND ALLOCATION\n\n\n\n4.1 Formula     For     Determining    Employer's    Non-Elective\n    Contributions\n\n    For  each  Plan  Year, the Employer shall contribute  to  the\n    Plan:\n\n         (a)A   matching  contribution  equal  to  100%  of   the\n         Elective  Contributions and Voluntary  Contributions  of\n         all  Participants  eligible  to  share  in  allocations,\n         provided    however,   in   determining   the   matching\n         contribution  specified  above, Voluntary  Contributions\n         shall  be  considered only up to 1% of  a  Participant's\n         Compensation.\n\n         (b)A  discretionary amount determined each year  by  the\n         Employer pursuant to Section 4.3.\n\n         (c)All  contributions by the Employer shall be  made  in\n         cash or in property as is acceptable to the Trustee.\n\n4.2 Participant's Elective Contributions\n\n         (a)Each   Participant  may  elect  to  defer   a   whole\n         percentage of his Compensation of not more than 9%.\n\n         (b)The    balance   in   each   Participant's   Elective\n         Contribution Account shall be fully Vested at all  times\n         and shall not be subject to Forfeiture for any reason.\n\n         (c)A  Participant  may  not make  withdrawals  from  his\n         Participant's  Elective Contribution  Account  prior  to\n         his  attaining age 59-1\/2, except in the event of  Total\n         and  Permanent  Disability, retirement,  termination  of\n         employment or a grant of a hardship withdrawal.\n\n         (d)The  Employer and the Administrator shall  adopt  any\n         procedure   necessary   to   implement   the    Elective\n         Contribution  election  provided for  herein,  including\n         procedures for amending and terminating such elections.\n\n         (e)In  any  case, where any of the foregoing  provisions\n         of   this  Section  4.2  are  not  in  conformity   with\n         regulations of the Department of the Treasury  that  are\n         from   time   to  time  promulgated,  the  nonconforming\n         provision   may  be  amended  retroactively  to   assure\n         conformity.\n\n4.3 Amount of Employer's Contribution\n\n    The  Employer  shall determine the amount of any contribution\n    to  be  made  to  the Plan.  The Employer's determination  of\n    such  contribution shall be binding on all Participants,  the\n    Employer  and the Trustee.  The Trustee shall have  no  right\n    or  duty  to  inquire  into  the  amount  of  the  Employer's\n    contribution or the method used in determining the amount  of\n    the  Employer's  contribution, but shall be accountable  only\n    for funds actually received by the Trustee.\n\n4.3.1    Special Provisions for Collective Bargained Employees\n\n    Notwithstanding any other provision of this Article  IV,  the\n    following  provisions shall apply to Participants represented\n    by  Local 8-149, Oil, Chemical and Atomic Workers Internation\n    Union (hereinafter called \"Union Participants\").\n\n         (a)A  Union  Participant must contribute  2%  of  annual\n         straight  time  wages  (limited  if  applicable  to  the\n         Compensation  limitations of Section 1.6) either  as  an\n         Elective Contribution or Voluntary Contribution (or  any\n         combination of whole percentages thereof equalling  2%).\n         A  Union Participant may elect to contribute up  to  15%\n         of  annual  straight time wages either  as  an  Elective\n         Contribution   or   Voluntary   Contribution   (or   any\n         combination  of  whole percentages  thereof  equaling  a\n         Union   Employees   election)  up  to   the   limitation\n         described in Code Section 402(q).\n\n         (b)The    Employer   shall   contribute    a    matching\n         contribution  equal to 100% of the first  2%  of  annual\n         straight  time wages a Union Participant contributes  to\n         the Plan.\n\n4.4 Time Of Payment Of Non-Elective Contribution\n\n    The  Employer  shall  pay  to the  Trustee  its  Non-Elective\n    Contribution to the Plan for each Plan Year within  the  time\n    prescribed  by  law, including extensions of  time,  for  the\n    filing of the Employer's federal income tax return.\n\n4.5 Time Of Payment Of Elective Contribution\n\n    The   Employer   shall  pay  to  the  Trustee  its   Elective\n    Contribution  to the Plan for each Plan Year not  later  then\n    90  days (or within the time prescribed by regulations issued\n    by  the Secretary of the Treasury) from the date such amounts\n    are  received by the Employer from the Participant; provided,\n    however,  Elective Contributions accumulated through  payroll\n    deductions  shall  be  paid to the  Trustee  with  reasonable\n    promptness, and in any event will be paid by the end  of  the\n    succeeding month following such payroll deductions.\n\n4.6 Allocation Of Contributions, Earnings and Forfeitures\n\n         (a)The  Administrator shall establish  and  maintain  an\n         account in the name of each Participant and which  shall\n         include a separate account of amounts contributed  under\n         Sections  4.1,  4.2  and  4.17  and  gains  and   losses\n         attributable   to  each  such  contribution   shall   be\n         accounted  for  on  a reasonable and  consistent  basis.\n         The  establishment and maintenance of any account  shall\n         not  require  the physical separation of the  assets  of\n         the  Plan into individual accounts and may be individual\n         accounts only on the books of the Employer.\n\n         (b)The  Employee  shall provide the  Administrator  with\n         all information required by the Administrator to make  a\n         proper  allocation  of the Employer's  contribution  for\n         each  Plan  Year.   Within 45 days  after  the  date  of\n         receipt  by  the Administrator of such information,  the\n         Administrator   shall  allocate  such  contribution   as\n         follows:\n\n             1)With respect  to the Employer's Non-Elective Contribution\n             pursuant  to  Section 4.1(b), to each  Participant's\n             Account  in  the  same  proportion  that  each  such\n             Participant's  Compensation for the  year  bears  to\n             the  total  Compensation of  all  Participant's  for\n             such year eligible to receive an allocation.\n\n             A Participant  who  performs less than  1,000  Hours\n             of Service during a Plan Year shall not share in the\n             Employer's  Non-Elective  Contribution  pursuant  to\n             Section   4.1(b)  for  that  year,  unless  required\n             pursuant  to Section 7.3(c).  In the event Hours  of\n             Service    cannot   be   determined   from   records\n             maintained  by the Employer for reasons  other  than\n             the  absence  of  the  Employee from  employment,  a\n             Participant  shall  be deemed to have  completed  45\n             Hours   of   Service  in  a  one-week   period.    A\n             Participant  eligible to receive  an  allocation  of\n             the  Section 4.1(b) Non-Elective Contributions shall\n             be  the  Participants in the active  employ  of  the\n             Employer   on  the  last  day  of  the  Plan   Year.\n             Notwithstanding  the foregoing,  a  Participant  who\n             retired,  died  or became Totally Disabled  and  who\n             subsequently  is not in the employ of  the  Employer\n             on  the  last  day  of the Plan Year  in  which  the\n             Participant   Retired,  died   or   became   Totally\n             Disabled shall be deemed to be actively employed  on\n             the  last  day  of  such  Plan  year  provided  such\n             Participant  had completed at least 1,000  Hours  of\n             Service in the Plan Year.\n\n             2)With respect to the Employer's Non-Elective Contribution\n             pursuant  to  Section 4.1(a), to each  Participant's\n             Account  in  the  same  proportion  that  each  such\n             Participant's  Elective Contributions and  Voluntary\n             Contributions  for  the  Year  bears  to  the  total\n             Elective  Contributions and Voluntary  Contributions\n             of  all  Participants for such year.  In making  the\n             matching   allocation  provided   above,   Voluntary\n             Contributions shall be considered only up to  1%  of\n             a Participant's Compensation.\n\n             3)With respect to Elective Contributions made pursuant\n             to the  Section  4.2,  to  each Participant's Elective\n             Account   in   an   amount  equal   to   each   such\n             Participant's Elective Contributions  for  the  Plan\n             Year.\n\n         (c)As  of  each Valuation Date, any earnings  or  losses\n         (net  appreciation  or net depreciation)  of  the  Trust\n         Fund  shall  be  allocated in the same  proportion  that\n         each  Participant's  and  Former Participant's  accounts\n         bear  to  the  total  of  all Participants'  and  former\n         Participants' accounts as of such date.\n\n         (d)For  each  Valuation date prior to January  1,  1994,\n         any  amounts  which became Forfeitures  since  the  last\n         Valuation   Date  shall  first  be  made  available   to\n         reinstate  previously  forfeited  account  balances   of\n         Former  Participants, if any, in accordance with Section\n         6.4(d).   The  remaining Forfeitures, if any,  shall  be\n         allocated among the participants' Accounts in  the  same\n         proportion  that  each  such Participant's  Compensation\n         for  the  years bears to the total Compensation  of  all\n         Participants  for the year.  Provided however,  that  in\n         the  event the allocation of Forfeitures provided herein\n         shall  cause  the  \"annual  addition\"  (as  defined   in\n         Section  4.14)  to any participant's Account  to  exceed\n         the  amount allowable by the Code, the excess  shall  be\n         reallocated  in  accordance with Section  4.15.   Except\n         however, a Participant who performs less than a Year  of\n         Service  during  any Plan Year shall not  share  in  the\n         Plan   Forfeitures  for  that  year,   unless   required\n         pursuant to Section 7.3.  For each Valuation Date  after\n         January  1,  1994, forfeitures shall first  be  used  to\n         reinstate  any previously forfeited account balances  of\n         Former  Participants, if any, in accordance with Section\n         6.4(d)  and any remaining forfeitures shall be  used  to\n         reduce   Employer   contributions  in   any   subsequent\n         valuation period.\n\n         (e)If a Former Participant is reemployed after five  (5)\n         consecutive  1-Year  Breaks in  Service,  then  separate\n         accounts shall be maintained as follows:\n\n             1)one account for nonforfeitable benefits attributable\n             to pre-break service; and\n\n             2)one account representing  his  status in the Plan\n             attributable to post-break service.\n\n4.7 Limitation On Deferred Compensation Elections\n\n    Notwithstanding the foregoing provisions of this Article  IV,\n    for  each Plan Year the Administrator shall limit the  amount\n    of  Elective Contributions made by Participants with  respect\n    to  each  Participant who is a \"Highly Compensated  Employee\"\n    to  the  extent  necessary  to  insure  that  either  of  the\n    following tests is satisfied:\n\n         (a)the  \"Actual Deferral Percentage\" for  the  group  of\n         eligible  Highly Compensated Employees is not more  than\n         the  Actual  Deferral Percentage of all other  Employees\n         multiplied by 1.25; or\n\n         (b)the  excess of the Actual Deferral Percentage (\"ADP\")\n         for  the  group of eligible Highly Compensated Employees\n         over  that of all other Employees is not more  than  two\n         percentage  points,  and the Actual Deferral  Percentage\n         for  the  group of eligible Highly Compensated Employees\n         is  not more than the Actual Deferral Percentage of  all\n         other Employees multiplied by 2.\n\n              \"Actual   Deferral  Percentage\"  for  a  group   of\n         Employees  for a Plan Year shall be the average  of  the\n         ratios (calculated separately for each Employee) of  (i)\n         the  amount  credited  to each Employee's  Participant's\n         Elective Contribution Account for the Plan year to  (ii)\n         the Employee's Compensation for the Plan Year.\n\n4.8 Correction of Excessive Allocations\n\n         (a)With respect to a Participant's taxable year, if  the\n         amount   of   contributions   made   pursuant   to   the\n         Participant's  Elective Contributions  election  exceeds\n         $7,000  (as  adjusted by the Secretary of the Treasury),\n         the  Participant  may  notify the Administrator  by  the\n         March 1st following the end of such taxable year of  the\n         amount of such Excessive Allocations.  A Participant  is\n         deemed  to  notify  the Administrator of  any  Excessive\n         Allocations  that  arise  by taking  into  account  only\n         those  Excessive Allocations made to this Plan  and  any\n         other plans maintained by the Employer.  Not later  than\n         the  April 15th following the end of such taxable  year,\n         the  Trustee  shall distribute such excess  amount  (and\n         the income attributable thereto) to the Participant.\n\n         (b)The  Excessive  Allocations  to  be  distributed  are\n         adjusted  for  any  income or loss up  to  the  date  of\n         distribution.    The   income  or  loss   allocable   to\n         Excessive Allocations is the sum of:\n\n             1)income  or loss  allocable   to   the   Employee's\n             Participant's Elective Account for the taxable  year\n             multiplied by a fraction, the numerator of which  is\n             such  Participant's Elective Account without  regard\n             to  any income or loss occurring during such taxable\n             year; plus\n\n             2)ten percent (10%) of the amount determined under (1)\n             multiplied  by  the number of whole calendar  months\n             between  the  end of the Participant's taxable  year\n             and the date of distribution, counting the month  of\n             distribution if distribution occurs after  the  15th\n             of such month.\n\n         (c)Excess  Allocations are treated as  annual  additions\n         under  the  Plan unless such amounts are distributed  no\n         later  than the first April 15th following the close  of\n         Participant's taxable year.\n\n4.9 Correction Of Excessive Elective Contributions\n\n         (a)With respect to a Plan Year, if neither of the  tests\n         described under Section 4.8 is satisfied, the amount  of\n         the  Excessive  Elective Contributions (and  any  income\n         attributable   to   such   contributions)    shall    be\n         distributed  to the affected Participants prior  to  the\n         end of the following Plan Year.\n\n         (b)The   Administrator  shall  undertake  to  distribute\n         Excessive  Elective Contributions to  Plan  Participants\n         within  2-1\/2  months after close of the  Plan  Year  in\n         which  the  Excessive  Elective Contributions  occurred.\n         In  the event that Excessive Elective Contributions  are\n         not  distributed to affected Participants  within  2-1\/2\n         months  after the close of such Plan Year,  the  Company\n         shall  be  subject  to a ten (10%)  percent  excise  tax\n         under Code Section 4979.\n\n         (c)The  Excessive  Contributions to be  distributed  are\n         adjusted  for  income  and losses  up  to  the  date  of\n         distribution.    The   income  or  loss   allocable   to\n         Excessive Contributions equals the sum of:\n\n             1)income or loss  allocable   to   the   Employee's\n             Participant's  Elective Account for  the  Plan  Year\n             multiplied by a fraction, the numerator of which  is\n             the  Participant's Excessive Contributions  for  the\n             Plan  Year  and the denominator is the Participant's\n             Elective  Account on the last day of the  Plan  Year\n             without  regard  to  any income  or  loss  occurring\n             during the Plan Year; plus\n\n             2)10% of the amount determined under (1) multiplied  by\n             the  number  of months between the end of  the  Plan\n             Year  and  the  date of distribution,  counting  the\n             month  of distribution if distribution occurs  after\n             the 15th of the month.\n\n         (d)Excessive  Elective Contributions (including  amounts\n         recharacterized  under  Section  4.10)  are  treated  as\n         annual additions under Code Section 415.\n\n         (e)The  Actual  Deferral  Percentage  for  any  eligible\n         Participant  who  is a Highly Compensated  Employee  for\n         the  Plan Year and who is eligible to have contributions\n         pursuant  to a Deferred Compensation election under  two\n         or  more  plans  described in  Code  Section  401(a)  or\n         arrangements described in Code Section 401(k)  that  are\n         maintained  by  the Employer is determined  as  if  such\n         contributions  were made under a single  plan.   If  the\n         plans  have  different  plan  years,  all  plans  ending\n         within  the same calendar year are treated as  a  single\n         plan.   Notwithstanding  the  foregoing,  certain  plans\n         shall    be   treated   as   separate   if   mandatorily\n         desegregated pursuant to regulations under Code  Section\n         401(k).\n\n         (f)If  this  Plan  satisfied the  requirements  of  Code\n         Sections  401(a)(4), 401(k) or 410(b) only if aggregated\n         with  one  or more other plans, or if one or more  other\n         plans  satisfy  the requirements of those Code  Sections\n         only  if  aggregated with this Plan, then  this  Section\n         4.10(f)  is  applied by determining the Actual  Deferral\n         Percentages  of  eligible Participants  as  if  all  the\n         plans  were  a single plan.  Plans may be aggregated  in\n         order  to satisfy Code Section 401(k) only if such plans\n         have the same plan year.\n\n4.10Recharacterization Of Excessive Contributions\n\n    A  Participant may treat his Excessive Elective  Contribution\n    as   an  amount  distributed  to  the  Participant  and  then\n    contributed  by the Participant to the Plan.  Recharacterized\n    amounts  will remain nonforfeitable and subject to  the  same\n    distribution requirements as contributions made  pursuant  to\n    an  Elective  Contribution  election.   Amounts  may  not  be\n    recharacterized  by  a  Highly Compensated  Employee  to  the\n    extent  that such amount in combination with other  Voluntary\n    Contributions made by that Employee would exceed  any  stated\n    limit under the Plan on Voluntary Contributions.\n\n    Recharacterization must occur no later than two and  one-half\n    months  after  the last day of the Plan Year  in  which  such\n    Excessive  Elective  Contributions arose  and  is  deemed  to\n    occur  no  earlier than the date the last Highly  Compensated\n    Employee    is   informed   in   writing   of   the    amount\n    recharacterized     and     the     consequences     thereof.\n    Recharacterized  amounts will be taxable to  the  Participant\n    for  the  Participant's  tax year in  which  the  Participant\n    would have received such amounts in cash.\n\n4.11Limitation  On Employer Matching Contributions And  Voluntary\n    Contributions\n\n         (a)Notwithstanding  the  foregoing  provisions  of  this\n         Article  IV, for each Plan Year the Administrator  shall\n         limit  the amount of contributions made by the  Employer\n         pursuant   to  Section  4.1(a)  and  (b)  and  Voluntary\n         Contributions with respect to each Participant who is  a\n         Highly  Compensated Employee to the extent necessary  to\n         insure that either of the following tests is satisfied:\n\n             1)the\"Average Contribution Percentage\" (ACP) for the\n             group  of  eligible Highly Compensated Employees  is\n             not more than the Actual Contribution Percentage  of\n             all other Employees for the Plan Year multiplied  by\n             1.25; or\n\n             2)the excess of the Average Contribution Percentage for\n             the  group  of eligible Highly Compensated Employees\n             over  that  of other Employees is not  more  than  2\n             percentage   points  and  the  Average  Contribution\n             Percentage  for  the group of eligible  Participants\n             who  are  Highly Compensated Employees is  not  more\n             than  the  Average  Contribution Percentage  of  all\n             other  Participants  who are non-Highly  Compensated\n             Employees multiplied by 2.\n\n             \"Average Contribution Percentage\" for  a  group   of\n             Employees  for a Plan Year shall be the  average  of\n             the   ratios   (calculated   separately   for   each\n             Employee)  of (i) the sum of Employer's contribution\n             under   Section   4.1(a)  and  (b)   and   Voluntary\n             Contributions made under the Plan on behalf  of  the\n             Participant   for  the  Plan  Year   to   (ii)   the\n             Participant's Compensation for the Plan Year.\n\n             Such  Average Contribution Percentage shall  include\n         forfeitures  of  Excessive  Aggregate  Contributions  or\n         Employer's Non-Elective Contributions allocated  to  the\n         Participant's  account which shall be taken  account  in\n         the year in which such forfeiture is allocated.\n\n         (b)Multiple Use:  If the sum of the ADP and ACP  of  the\n         Highly  Compensated  Employees who  participate  in  the\n         Plan  exceeds  the \"Aggregate Limit\", then  the  ACP  of\n         such  Highly   Compensated Employees  shall  be  reduced\n         (beginning  with such Highly Compensated Employee  whose\n         ACP  in  the highest) so that the limit is not exceeded.\n         The  amount  by which each Highly Compensated Employee's\n         Average  Contribution Percentage  is  reduced  shall  be\n         treated  as  an  Excessive Aggregate Contribution.   The\n         ADP  or ACP of the Highly Compensated Employees does not\n         exceed  1.25 multiplied by the ADP and ACP of  the  non-\n         Highly Compensated Employees.\n\n             \"Aggregate  Limit\" shall mean the  sum  of  (i)  125\n         percent  of  the  greater of the ADP of  the  non-Highly\n         Compensated Employees for the Plan Year or  the  ACP  of\n         non-Highly Compensated Employees for the Plan  Year  and\n         (ii)  the lesser of 200% or two plus the lesser of  such\n         ADP  or  ACP.  \"Lesser\" is substituted for \"greater\"  in\n         (i)  above  and  \"greater\" is substituted  for  \"lesser\"\n         after  \"two  plus the\" in (ii) if it would result  in  a\n         larger Aggregate Limit.\n\n         (c)The  Administrator  may treat  some  of  all  of  the\n         contributions   made  pursuant  to   the   Participant's\n         Elective  Contribution  election  as  Employer  Elective\n         Contributions  to the extent the ADP  test  can  be  met\n         before the exclusion of such Elective Contributions  and\n         continues  to  be  met  after  the  exclusion  of   such\n         Elective Contributions.\n\n         (d)The   Contribution  Percentage   for   any   eligible\n         Participant  who  is a Highly Compensated  Employee  for\n         the  Plan  Year and who is eligible to receive  Employer\n         Non-Elective  Contributions  under  two  or  more  plans\n         described   in   Code  Section  401(a)  or  arrangements\n         described in Code Section 401(k) that are maintained  by\n         the  Employer  is  determined as if  all  Employer  Non-\n         Elective  Contributions  (and  Voluntary  Contributions)\n         were  made  under  a  single plan.  If  the  plans  have\n         different plan years, all plans ending within  the  same\n         calendar   year   are   treated  as   a   single   plan.\n         Notwithstanding the foregoing, certain  plans  shall  be\n         treated   as   separate  if  mandatorily   disaggregated\n         pursuant to regulations under Code Section 401(m).\n\n         (e)If  this  Plan  satisfies the  requirements  of  Code\n         Sections  401(a)(4), 401(m) or 410(b) only if aggregated\n         with  one  or more other plans, or if one or more  other\n         plans  satisfy  the requirements of those Code  Sections\n         only  if  aggregated with this Plan, then  this  Section\n         4.11(f)  is  applied  by  determining  the  contribution\n         percentage of eligible participants as if all the  plans\n         were   a   single  plan.  In  calculating   contribution\n         percentages under this Section 4.11(f), Participant  and\n         nonelective  contributions  to  the  other   plans   are\n         considered.\n\n         (f)The  Administrator may treat one or more plans  as  a\n         single  plan with the Plan whether or not the aggregated\n         plans   satisfy  Code  Sections  401(a)(4)  and  410(b).\n         However,  those plans must then be treated as  one  plan\n         under  Code Section 401(a)(4), 401(m) and 410(b).  Plans\n         may  be  aggregated under this Section 4.11(g)  only  if\n         they have the same plan year.\n\n         (g)The  determination and treatment of the  contribution\n         percentage  of any participant must satisfy  such  other\n         requirements  as  the  Secretary  of  the  Treasury  may\n         prescribe.\n\n4.12Correction Of Excess Aggregate Contributions\n\n         (a)Excessive   Aggregate   Contributions   and    income\n         allocable  to  those  contributions  are  forfeited,  if\n         otherwise  forfeitable  under  this  Plan,  or  if   not\n         forfeitable, distributed no later than the last  day  of\n         each  Plan  Year,  to  Participants whom  Employer  Non-\n         Elective  Contributions were allocated for the preceding\n         Plan  Year.   The  Administrator  anticipates  that  the\n         Excessive  Aggregate Contributions will  be  distributed\n         to  affected Participants within 2-1\/2 months after  the\n         close  of the Plan Year in which the Excessive Aggregate\n         Contributions occurred.\n\n         (b)If  the  Excessive  Aggregate Contributions  are  not\n         distributed  to affected Participants with 2-1\/2  months\n         after  the close of the Plan Year, the Employer will  be\n         subject to a 10% excise tax under Code Section 4979.\n\n         (c)The   Excessive   Aggregate   Contributions   to   be\n         distributed  are adjusted for income and  losses  up  to\n         the  date of distribution.  The income or loss allocable\n         to Excessive Aggregate Contributions equals the sum of:\n\n            1)income  or  loss  allocable   to   the   Employer's\n             contributions  under  Section 4.1(b)  and  Voluntary\n             Contributions  for  the Plan Year  multiplied  by  a\n             fraction,   the   numerator   of   which   is    the\n             Participant's  Excessive Aggregate Contributions  on\n             the  last  day of the Plan Year with regard  to  any\n             income or loss occurring during the Plan Year; plus\n\n                                                            2)10%\n             of  the amount determined under (1) above multiplied\n             by  the number of months between the end of the Plan\n             Year  and  the  date of distribution,  counting  the\n             month  of distribution if distribution occurs  after\n             the 15th of the month.\n\n         (d)Amounts  forfeited  by Highly  Compensated  Employees\n         under  this Section 4.12(d) shall be allocated  pursuant\n         to Section 4.6.\n\n         (e)Excess Aggregate Contributions are treated as  annual\n         additions under Code Section 415.\n\n4.13Special Rule For Family Members\n\n    To  determine the ADP and ACP of an eligible Participant  who\n    is  a  5-percent  owner or more of the ten most  highly  paid\n    Highly   Compensated   Employees,   contributions   to    the\n    Participant's  Elective  Account  and  Employer  Non-Elective\n    Contributions  and  Compensation of the  Participant  include\n    contributions  to  the  participant's Elective  Contributions\n    Account,  Employer Non-Elective Contributions  and  Voluntary\n    Contributions and Compensation of family members [as  defined\n    in  Code  Section 414(q)(6)].  Family members are disregarded\n    in  determining the ADP and ACP of eligible Participants  who\n    are  non-Highly Compensated Employees.  Family  members  with\n    respect  to  such  Highly  Compensated  Employees  shall   be\n    disregarded as separate employees in determining the ADP  and\n    ACP  both  for  Participants who are  non-Highly  Compensated\n    Employees   and  Participants  who  are  Highly   Compensated\n    Employees.\n\n4.14Maximum Annual Additions\n\n         (a)Notwithstanding  the foregoing, the  maximum  \"annual\n         additions\" credited to a Participant's Accounts for  any\n         limitation year shall equal the lesser of:  (1)  $30,000\n         or  (2)  twenty-five  (25%) of  the  Participant's  \"415\n         Compensation for such Limitation Year\".\n\n         (b)For  purposes  of  applying the  limitation  of  Code\n         Section  415, \"annual additions\" means the sum  credited\n         to  a  Participant's accounts for any \"limitation  year\"\n         of    (1)    Employer   contributions,   (2)    Employee\n         contributions,  (3) Forfeitures, (4) amounts  allocated,\n         after  March 31, 1984 to an individual medical  account,\n         as defined in Code Section 415(1)(1) which is part of  a\n         defined benefit plan maintained by the Employer and  (5)\n         amounts  derived  from  contributions  paid  or  accrued\n         after  December 31, 1985, in taxable years ending  after\n         such  date,  which  are attributable to  post-retirement\n         medical   benefits   [as   defined   in   Code   Section\n         419A(d)(3)] allocated to the separate account of  a  Key\n         Employee  under  a welfare benefit plan [as  defined  in\n         Code Section 419(e)] maintained by the Employer.\n\n         (c)For   purposes  applying  the  limitations  of   Code\n         Section  415, the following are not \"annual  additions\":\n         (1)  transfer  of  funds  from  one  qualified  plan  to\n         another; (2) rollover contributions [as defined in  Code\n         Sections    402(a)(5),    403(a)(4),    408(d)(3)    and\n         409(b)(3)(C)];  (3)  repayments  of  loans  made  to   a\n         Participant   from   the   Plan;   (4)   repayments   of\n         distributions received by an Employee pursuant  to  Code\n         411(a)(7)(B)    (cash-outs);    (5)    repayments     of\n         distributions received by an Employee pursuant  to  Code\n         Section  411(a)(3)(D)  (mandatory  contributions);   (6)\n         Employee contributions to a simplified employee  pension\n         allowed  as  a deduction under Code Section 219(a);  and\n         (7)  deductible  Employee contributions to  a  qualified\n         plan.\n\n         (d)For  purposes  of  applying the limitations  of  Code\n         Section 415, \"415 compensation\" shall mean wages  within\n         the  meaning  of Code Section 3401(a) (for  purposes  of\n         income  tax  withholding at the source)  but  determined\n         without   regard   to  rules  that  limit   remuneration\n         included  in  wages based on the nature or  location  of\n         the employment or the services performed.\n\n         (e)For  purposes  of  applying the limitations  of  Code\n         Section  415, the \"limitation year\" shall  be  the  Plan\n         Year.\n\n         (f)The  limitation  stated  in  paragraph  (a)(1)  above\n         shall  be adjusted annually as provided in Code  Section\n         415(d)  pursuant  to the regulations prescribed  by  the\n         Secretary  of the Treasury.  The adjusted limitation  is\n         effective  as of January 1st of each calendar  year  and\n         is  applicable  to  \"limitation years\"  ending  with  or\n         within that calendar year.\n\n         (g)For  the  purpose  of  this  Section,  all  qualified\n         defined  benefit plans (whether terminated or not)  ever\n         maintained  by  the  Employer shall be  treated  as  one\n         defined\n             benefit plan, and all qualified defined contribution\n         plans  (whether  terminated or not) ever  maintained  by\n         the   Employer   shall  be  treated   as   one   defined\n         contribution Plan.\n\n         (h)For  the purpose of this Section, if the Employer  is\n         a  member of a controlled group of corporations,  trades\n         or  businesses under common control [as defined by  Code\n         Section  1563(a)  or Code Sections  414(b)  and  (c)  as\n         modified  by  Code Section 415(h)], is a  member  of  an\n         affiliated  service-group (as defined  by  Code  Section\n         414(m),  or Code Section 414(o), all Employees  of  such\n         Employers  shall  be  considered to  be  employed  by  a\n         single Employer).\n\n         (i)For  the purpose of this Section, if this Plan  is  a\n         Code   Section   413(c)  plan,  all   Employers   of   a\n         Participant  who maintain this Plan will  be  considered\n         to be a single Employer.\n\n             (j) 1)If a Participant participated in more than one\n             defined contribution plan maintained by the Employer\n             which have different Anniversary Dates, the  maximum\n             \"annual  additions\" under this Plan shall equal  the\n             maximum   \"annual  additions\"  for  the  \"limitation\n             year\"   minus  any  \"annual  additions\"   previously\n             credited  to such Participant's accounts during  the\n             \"limitation year\".\n\n             2)If a Participant participates in both  a   defined\n             contribution plan subject to Code Section 412 and  a\n             defined  contribution  plan  not  subject  to   Code\n             Section  412 maintained by the Employer  which  have\n             the  same Anniversary Date, \"annual additions\"  will\n             be  credited to the Participant's accounts under the\n             defined  contribution plan subject to  Code  Section\n             412  prior  to crediting \"annual additions\"  to  the\n             Participant's    accounts    under    the    defined\n             contribution plan not subject to Code Section 412.\n\n             3) If a Participant  participates in more than  one\n             defined contribution plan not subject to Code Section\n             412 maintained  by  the  Employer which  have  the  same\n             Anniversary  Date,  the maximum  \"annual  additions\"\n             under  this Plan shall equal the product of (A)  the\n             maximum   \"annual  additions\"  for  the  \"limitation\n             year\"   minus  any  \"annual  additions\"   previously\n             credited  under  subparagraphs  (1)  or  (2)  above,\n             multiplied  by (B) a fraction (i) the  numerator  of\n             which  is  the  \"annual additions\"  which  would  be\n             credited  to such Participant's accounts under  this\n             Plan  without  regard  to the  limitations  of  Code\n             Section  415  and (ii) the denominator of  which  is\n             such  \"annual additions\" for all plans described  in\n             this subparagraph.\n\n         (k)If an Employee is (or has been) a participant in  one\n         or  more  defined benefit plans and one or more  defined\n         contribution plans maintained by the Employer,  the  sum\n         of  the  defined benefit plan fraction and  the  defined\n         contribution  plan  fraction for any  \"limitation  year\"\n         may not exceed 1.0.\n\n4.15 Adjustment For Excessive Annual Additions\n\n         (a)If  as  a result of the allocation of Forfeitures,  a\n         reasonable   error   in   estimating   a   Participant's\n         Compensation,  a  reasonable error  in  determining  the\n         amount  of  Elective Contributions or  other  facts  and\n         circumstances  to  which Regulation 1.415-6(b)(6)  shall\n         be  applicable, the \"annual additions\" under  this  Plan\n         would  cause  the  maximum  \"annual  additions\"  to   be\n         exceeded  for  a  Participant, the Administrator  shall:\n         (1)  return any Voluntary Contributions credited for the\n         \"limitation  year\" to the extent that the  return  would\n         reduce   the   \"excess  amount\"  in  the   Participant's\n         accounts; (2) return any Elective Contributions  to  the\n         extent  that the return would reduce the \"excess amount\"\n         in  the  Participant's  account; (3)  hold  any  \"excess\n         amount\"  remaining  after the return  of  any  Voluntary\n         Contributions and Elective Contributions in  a  suspense\n         account\"  and;  (4) used to reduce future Employer  Non-\n         Elective  Contributions  in the next  \"limitation  year\"\n         (and succeeding \"limitation years\" if necessary) to  all\n         Participants in the Plan.\n\n         (b)For  purposes  of this Article, \"excess  amount\"  for\n         any  Participant for a \"limitation year\" shall mean  the\n         excess,  if  any,  of (1) the \"annual  additions\"  which\n         would be credited to his account under the terms of  the\n         Plan  without regard to the limitations of Code  Section\n         415  over  (2) the maximum \"annual additions\" determined\n         pursuant to Section 4.9.\n\n4.16Transfers From Qualified Plans\n\n         (a)With  the  consent of the Administrator, amounts  may\n         be  transferred  from  other qualified  plans,  provided\n         that  the  trust  from which such funds are  transferred\n         permits  the transfer to be made and, in the opinion  of\n         legal  counsel for the Employer, the transfer  will  not\n         jeopardize  the tax exempt status of the Plan  or  Trust\n         or  create  adverse tax consequences for  the  Employer.\n         The  amounts transferred shall be set up in  a  separate\n         account  herein referred to as a \"Participant's Rollover\n         Account\".   Such account shall be fully  vested  at  all\n         times  and  shall not be subject to Forfeiture  for  any\n         reason.\n\n         (b)Amounts in a Participant's Rollover Account shall  be\n         held  by the Trustee pursuant to the provisions of  this\n         Plan,  and  may be withdrawn, in part or in whole,  once\n         in  any  12-month period but only if the  provisions  of\n         Section 6.10 are satisfied.\n\n         (c)The  Participant's Rollover Account shall be invested\n         as  part  of the general Trust Fund and shall  share  in\n         earnings and losses.\n\n         (d)For  purposes  of  this  Section  the  term  \"amounts\n         transferred  from  another qualified plan\"  shall  mean:\n         (i) amounts transferred in a trust to trust transfer  to\n         this  Plan  directly from another qualified  plan;  (ii)\n         lump  sum  distributions received by  an  Employee  from\n         another  qualified plan which are eligible for tax  free\n         rollover  treatment  and which are  transferred  by  the\n         Employee  to this Plan within sixty (60) days  following\n         his  receipt thereof; (iii) amounts transferred to  this\n         Plan   from  a  conduit  individual  retirement  account\n         provided that the conduit individual retirement  account\n         has   no  assets  other  than  assets  which  (A)   were\n         previously  distributed  to  the  Employee  by   another\n         qualified  plan  as  a lump sum distribution,  (B)  were\n         eligible  for  tax free rollover into a qualified  plan,\n         and  (C)  were  deposited  in  such  conduit  individual\n         retirement  account within sixty (60)  days  of  receipt\n         thereof  and  other than earnings on said  assets;  (iv)\n         amounts  distributed  to  the Employee  from  a  conduit\n         individual  retirement account meeting the  requirements\n         of  clause (iii) above, and transferred by the  Employee\n         to  this  Plan  within sixty (60) days  of  his  receipt\n         thereof   from   such   conduit  individual   retirement\n         account,  and (v) amounts directly rolled over  to  this\n         Plan  from  another  qualified  plan  pursuant  to   the\n         provisions  of  Code  Section  401(a)(31).    Prior   to\n         accepting any transfers to which this Sections  applies,\n         the   Administrator  may   require   the   Employee   to\n         establish  that  the amounts to be transferred  to  this\n         Plan  meet the requirements of this Section and may also\n         require  the Employee to provide an opinion  of  counsel\n         satisfactory  to  the Employer that the  amounts  to  be\n         transferred meet the requirements of this Section.\n\n         (e)For  purposes  of this Section, the  term  \"qualified\n         plan\"  shall  mean  any tax qualified  plan  under  Code\n         Section 401(a).\n\n4.17Voluntary Contributions\n\n         (a)Each  Participant may elect to voluntarily contribute\n         up  to  6% of his aggregate Compensation earned while  a\n         Participant  under this Plan.  Such contributions  shall\n         be  paid  to the Trustee no later than 90 days from  the\n         date  such  amounts would otherwise be  payable  to  the\n         Participant  in  cash (or such earlier time  as  may  be\n         required  by  law.   The balance in  each  Participant's\n         Voluntary Contribution Account shall be fully vested  at\n         all  times  and  shall not be subject to Forfeiture  for\n         any reason.\n\n         (b)A  Participant  may  elect, subject  to  the  spousal\n         consent  rules of Section 6.5 if applicable, to withdraw\n         his   Voluntary   Contributions   from   his   Voluntary\n         Contribution  Account  and the actual  earnings  thereon\n         once in any 12-month period.\n                           ARTICLE V\n\n                    ACCOUNTING &amp; VALUATIONS\n\n\n\n5.1 Accounting\n\n    The  Trustee shall keep detailed accounts of all transactions\n    and  other  specific  records as  shall  be  agreed  upon  in\n    writing  by the Trustee and the Employer, all of which  shall\n    be  open  to  inspection and audit by any person  or  persons\n    designated by the Employer at reasonable times.\n\n5.2 Valuations\n\n    Within  90  days following each July 1st and within  90  days\n    after  his  removal  or resignation, the Trustee  shall  file\n    with  the  Employer and Administrator an account of financial\n    operations  and  status of the Trust Fund for  the  preceding\n    year,  or  fraction  thereof  in  the  event  of  removal  or\n    resignation.   The  Trustee shall  value  stocks,  bonds  and\n    other similar securities or assets at fair market value.\n                           ARTICLE VI\n\n           DETERMINATION AND DISTRIBUTION OF BENEFITS\n\n\n\n6.1 Determination Of Benefits Upon Retirement\n\n    Upon  Normal  Retirement Date and following a termination  of\n    employment   thereafter,  all  amounts   credited   to   such\n    Participant's  Aggregate Account shall become  distributable.\n    Upon   direction  of  the  Participant,  the  Trustee   shall\n    distribute   all  amounts  credited  to  such   Participant's\n    Aggregate  Account  in  accordance  with  Section   6.5.    A\n    Participant shall be fully vested in amounts credited to  the\n    Aggregate  Account upon attainment of Normal Retirement  Date\n    provided the Participant is in the employ of the Employer  on\n    such date.\n\n6.2 Determination Of Benefits Upon Death\n\n         (a)Upon  the  death of a Participant before  his  Normal\n         Retirement  Date or other termination of his employment,\n         all  amounts  credited  to such Participant's  Aggregate\n         Account  shall  become fully vested.  On or  before  the\n         Valuation  Date  coinciding with or next following  such\n         death,  the  Administrator shall direct the Trustee,  in\n         accordance with the provisions of Section 6.6  and  6.7,\n         to  distribute  the value of the deceased  Participant's\n         Aggregate Account to the Participant's Beneficiary.\n\n         (b)On  or before the Valuation Date coinciding  with  or\n         next  following  the death of a Former Participant,  the\n         Trustee  in  accordance with the provisions of  Sections\n         6.6  and  6.7,  shall distribute any  remaining  amounts\n         credited  to  the  Aggregate Account  of  such  deceased\n         Former   participant   to  such   Former   participant's\n         Beneficiary.\n\n         (c)The  Administrator may require such proper  proof  of\n         death  and  such evidence of the right of any person  to\n         receive  payment  of the value of the Aggregate  Account\n         of   a   deceased  participant  or  a  deceased   Former\n         Participant as the Administrator may deem desirable.\n\n         (d)Unless otherwise elected in the manner prescribed  in\n         Section 6.6, the Beneficiary of the death benefit  shall\n         be  the  Participant's spouse, who  shall  receive  such\n         benefit   in  the  form  of  a  Pre-Retirement  Survivor\n         Annuity  pursuant to Section 6.6; provided however,  the\n         Participant may designate a Beneficiary other  than  his\n         spouse if:\n\n             1) the Participant and his spouse have validly  waived\n             the Pre-Retirement  Survivor  Annuity  in   the   manner\n             prescribed  in  Section  6.6,  and  the  spouse  has\n             waived  his  or  her  right to be the  Participant's\n             Beneficiary  in  the  manner prescribed  in  Section\n             6.5, or\n\n             2) the Participant has no spouse, or\n           \n             3) the spouse cannot be located.\n\n             In  such  event,  the designation of  a  Beneficiary\n         shall   be   made   on  a  form  satisfactory   to   the\n         Administrator.   A Participant may at  any  time  revoke\n         his   designation  of  a  Beneficiary  or   change   his\n         Beneficiary by filing written notice of such  revocation\n         or   change   with  the  Administrator.   However,   the\n         Participant's  spouse must again consent in  writing  to\n         any  such  change or revocation.  In the event no  valid\n         designation  Beneficiary  exists  at  the  time  of  the\n         Participant's death, the death benefit shall be  payable\n         to his estate.\n\n6.3 Determination Of Benefits In Event Of Disability\n\n    In   the   event  of  a  Participant's  Total  and  Permanent\n    Disability  prior to his Normal Retirement Date or separation\n    from  service,  all  amounts credited to  such  Participant's\n    Account  shall  become  fully  vested.   On  or  before   the\n    Valuation  Date coinciding with or next following  the  event\n    of  Total  and Permanent Disability, the Trustee, subject  to\n    the   $3,500   distribution  rule  of  Section   6.5(c),   in\n    accordance  with  the  provisions of Sections  6.5  and  6.7,\n    shall distribute to such Participant all amounts credited  to\n    such  Participant's  Aggregate  Account  as  though  he   had\n    retired.\n\n6.4 Determination Of Benefits Upon Termination\n\n         (a)On  or before the Valuation Date coinciding  with  or\n         subsequent   to   the  termination  of  a  Participant's\n         employment  for any reason other than death,  Total  and\n         Permanent  Disability or Retirement, a  Participant  may\n         direct  the  distribution of a vested Aggregate  Account\n         pursuant to the provisions below.\n\n             Distribution  of  the  funds  due  to  a  Terminated\n         Participant shall be made on the occurrence of an  event\n         which   would  result  in  the  distribution   had   the\n         Terminated  Participant remained in the  employ  of  the\n         Employer  (upon  the  Participant's  death,  Total   and\n         Permanent  Disability or Normal Retirement), or  at  the\n         Terminated   Participant's  request,  the  Administrator\n         shall direct the Trustee to cause the vested portion  of\n         the  Terminated Participant's Aggregate  Account  to  be\n         payable   to   such  Terminated  Participant;   provided\n         however,   that   notwithstanding   the   foregoing,   a\n         Terminated Participant's Vested benefit may not be  paid\n         prior  to his Normal Retirement Date without his written\n         consent  if  the value of the Aggregate Account  exceeds\n         $3,500.   Further,  the spouse of the  Participant  must\n         consent  in  writing to any such distribution.   Written\n         consent  of the Participant's spouse to the distribution\n         must   be   obtained  not  more  than  90  days   before\n         commencement of the distribution.\n\n         (b)The  vested  portion  of any  Participant's  Employer\n         Contribution Account shall be a percentage of the  total\n         amount    credited   to   the   Participant's   Employer\n         Contribution  Account determined on  the  basis  of  the\n         Participant's  number of Years of Service  according  to\n         the following schedule:\n\n           Completed Years of Service Percentage\n\nLess than            1                     0%\n                     2                    20%\n                     3                    40%\n                     4                    60%\n                     5                    80%\n                     6 or more           100%\n\n         (c)The  computation  of  a Participant's  nonforfeitable\n         percentage  of  his interest in the Plan  shall  not  be\n         reduced   as  the  result  of  any  direct  or  indirect\n         amendment to this Article.  In the event that  the  Plan\n         is  amended to change or modify any vesting schedule,  a\n         participant with at least three (3) Years of Service  as\n         of  the expiration date of the election period may elect\n         to  have  his  nonforfeitable percentage computed  under\n         the  Plan  without  regard  to  such  amendment.   If  a\n         Participant  fails  to  make such  election,  then  such\n         Participant   shall  be  subject  to  the  new   vesting\n         schedule.   The  Participant's  election  period   shall\n         commence  on  the  adoption date of  the  amendment  and\n         shall end 60 days after the latest of:\n\n                                          (i)the adoption date of\n                     the amendment;\n                                         (ii)the  effective  date\n                     of the amendment, or\n                                         (iii)the  date  the   Pa\n                     rticipant  receives written  notice  of  the\n                     amendment   from   the   Employer   or   the\n                     Administrator.\n\n            (d)      1)                 If any Former Participant\n            shall  be reemployed by the Employer before  a  Break\n            in  Service  occurs, he shall continue to participate\n            in   the   Plan  in  the  same  manner  as  if   such\n            termination had not occurred.\n\n            2)        If   any   Former  Participant   shall   be\n            reemployed   by   the  Employer   before   five   (5)\n            consecutive  years  of a Break in Service,  and  such\n            Former  Participant had received  a  distribution  of\n            his    entire   vested   interest   prior   to    his\n            reemployment,   his  forfeited   account   shall   be\n            reinstated   only  if  he  repays  the  full   amount\n            distributed  to him before the earlier  of  five  (5)\n            years  after  the first date on which the Participant\n            is  subsequently reemployed by the Employer,  or  the\n            date  the  Participant  incurs five  (5)  consecutive\n            years  of  a Break in Service following the  date  of\n            distribution.   In  the event the Former  Participant\n            does  repay the full amount distributed to  him,  the\n            undistributed  portion  of the Participant's  Account\n            must  be  restored  in full, to  the  Valuation  Date\n            preceding his termination.\n\n            3)       If  any  Former  Participant  is  reemployed\n            after  a  Break  in  Service has occurred,  Years  of\n            Service shall include Years of Service prior  to  his\n            Break in Service subject to the following rules:\n\n                                                         (i)If  a\n                     Former  Participant has a One Year Break  in\n                     Service,   his   pre-break  and   post-break\n                     service  shall  be used for computing  Years\n                     of  Service for eligibility and for  vesting\n                     purposes  only  after he has  been  employed\n                     for  one  (1) Year of Service following  the\n                     date of his reemployment with the Employer;\n\n                                           (ii)Each    non-vested\n                     Former   Participant  shall   lose   credits\n                     otherwise allowable under (i) above, if  his\n                     consecutive  years  of a  Break  in  Service\n                     equal or exceed five (5) years;\n\n                                          (iii)after   five   (5)\n                     consecutive years of a Break in  Service,  a\n                     Former  participant's vested account balance\n                     attributable to pre-break service shall  not\n                     be  increased  as  a  result  of  post-break\n                     service;\n\n                                           (iv)if  a  Former   Pa\n                     rticipant completes one (1) Year of  Service\n                     for   eligibility  purposes  following   his\n                     reemployment  with  the Employer,  he  shall\n                     participate  in the Plan retroactively  from\n                     his date of reemployment;\n\n                                            (v)if  a  Former   Pa\n                     rticipant completes a Year of Service (a  1-\n                     Year  Break in Service previously  occurred,\n                     but  employment  had  not  terminated),   he\n                     shall  participate in the Plan retroactively\n                     from  the first day of the Plan Year  during\n                     which he completes one (1) Year of Service.\n\n6.5 Distribution Of Benefits\n\n             (a)     1)                 Unless otherwise  elected\n             as  provided below, a Participant who is married  on\n             the  \"annuity  starting date\" and who retires  under\n             the  Plan  shall receive the value of his  Aggregate\n             Account   in  the  form  of  a  joint  and  survivor\n             annuity.    Such   joint   and   survivor   benefits\n             following the Participant's death shall continue  to\n             the  spouse during the spouse's lifetime at  a  rate\n             equal  to sixty-six and two-thirds percent (66-2\/3%)\n             of  the rate at which such benefits were payable  to\n             the   Participant.   Such  married  participant  may\n             elect  in  writing to waive the joint  and  survivor\n             annuity  subject to the spousal consent rules  under\n             Section 6.5(a)(2).\n\n                                       The  Participant may elect\n             to  receive an annuity benefit with continuation  of\n             payments to the spouse at a rate of between 50%  and\n             100%   inclusive,  of  the  rate  payable   to   the\n             Participant  during  his  lifetime.   An   unmarried\n             Participant  shall receive the value of his  benefit\n             in  the  form  of  a life annuity.   Such  unmarried\n             Participant, however, may elect in writing to  waive\n             the  life  annuity.  The election must  comply  with\n             the  provisions of this Section as  if  it  were  an\n             election to waive the joint and survivor annuity  by\n             a   married  participant  but  without  the  spousal\n             consent requirement.\n\n                     2)                 Any election to waive the\n             joint  and survivor annuity must (i) be made by  the\n             Participant  in writing during the election  period,\n             (ii) be consented to by the Participant's spouse  in\n             writing,  and (iii) designate a specific Beneficiary\n             which  may  not be changed without spousal  consent.\n             Such  spouse's written consent shall be  irrevocable\n             and  must  acknowledge the effect of  such  election\n             and  be  witnessed  by  a Plan representative  or  a\n             notary   public.    Additionally,  a   Participant's\n             waiver  of the joint and survivor annuity shall  not\n             be  effective unless the election designates a  form\n             of  benefit payment which may not be changed without\n             spousal   consent.   Such  consent  shall   not   be\n             required  if  it is established to the  satisfaction\n             of  the  Administrator  that  the  required  consent\n             cannot  be obtained because there is no spouse,  the\n             spouse  cannot  be  located, or other  circumstances\n             that  may  be  prescribed by  Treasury  regulations.\n             The  election made by the Participant and  consented\n             to  by  his spouse may be revoked by the Participant\n             in  writing  with the consent of the spouse  at  any\n             time  during  the election period.   The  number  of\n             revocations shall not be limited.  Any new  election\n             must   comply   with   the  requirements   of   this\n             paragraph.   A former spouse's waiver shall  not  be\n             binding  on a new spouse.  Spousal consent  that  is\n             obtained  under  this Section  shall  not  be  valid\n             unless  the  participant  has  received  notice   as\n             provided under Section 6.5(a)(5).\n\n                     3)                 The  election  period  to\n             waive  the joint and survivor annuity shall  be  the\n             90  day  period  ending  on  the  \"annuity  starting\n             date\".\n\n                      4)                  For  purposes  of  this\n             Section,  the  \"annuity  starting  date\"  means  the\n             first  day  of the first period for which an  amount\n             is  received  as an annuity (whether  by  reason  of\n             retirement or disability).\n\n                      5)                  With  regard   to   the\n             election,  the Administrator shall in not less  than\n             30  days  and  not  more than  90  days  before  the\n             \"annuity  starting date\" provide the  Participant  a\n             written explanation of:\n\n                                             (i)the   terms   and\n                     conditions   of  the  joint   and   survivor\n                     annuity, and\n                                           (ii)the  Participant's\n                     right  to make and the effect of an election\n                     to  waive  the  joint and survivor  annuity,\n                     and\n                                         (iii)the  right  of  the\n                     Participant's  spouse  to  consent  to   any\n                     election  to  waive the joint  and  survivor\n                     annuity, and\n                                          (iv)the  right  of  the\n                     Participant  to  revoke such  election,  and\n                     the effect of such revocation, and\n                                           (v)the relative  value\n                     of  the  optional forms of benefit  provided\n                     under the Plan.\n\n         (b)In  the  event of a married Participant  duly  elects\n         pursuant  to  paragraph (a)(2) above not to receive  the\n         retirement  benefit in the form of a joint and  survivor\n         annuity, or if such Participant is not married,  in  the\n         form  of a life annuity, the Administrator shall  direct\n         the  Trustee  to  distribute to  a  Participant  or  his\n         Beneficiary  any  amount to which he is  entitled  under\n         the Plan in one or more of the following methods:\n\n                     1)                 One  lump-sum payment  in\n             cash or in property;\n\n                     2)                 Payments  over  a  period\n             certain in monthly, quarterly, semiannual or  annual\n             case   installments,   after   first   having    (A)\n             segregated  the  aggregate  amount  thereof   in   a\n             separate,   federally   insured   savings   account,\n             certificate  of  deposit in a bank  or  savings  and\n             loan  association, money market certificate or other\n             liquid  short-term  security  or  (B)  purchased   a\n             nontransferable annuity contract providing for  such\n             payment.  The period over which such payment  is  to\n             be  made  shall  not extend beyond the Participant's\n             life  expectancy  (or  the life  expectancy  of  the\n             Participant and his designated Beneficiary); or\n\n                     3)                 Purchase of or  providing\n             an  annuity.  However, such annuity may  not  be  in\n             any  form  that  will provide for  payments  over  a\n             period  extending  beyond either  the  life  of  the\n             Participant  (or  the lives of the  Participant  and\n             his  designated beneficiary) or the life  expectancy\n             of  the  Participant (or the life expectancy of  the\n             Participant and his designated Beneficiary).\n\n         (c)A  Retired Participant's vested benefit derived  from\n         Employer  and  Employee contributions may  not  be  paid\n         without   his  written  consent  if  the  value  exceeds\n         $3,500.   Further,  the spouse of a Retired  Participant\n         must  consent  in writing to any such distribution.   If\n         the  value of the Retired Participant's benefit  derived\n         from  Employer  and  Employee  contributions  does   not\n         exceed   $3,500,   the  Administrator  may   immediately\n         distribute    such   benefit   without   such    Retired\n         Participant's  consent.   No distribution  may  be  made\n         under  the preceding sentence after the annuity starting\n         date   unless  the  Participant  and  the  Participant's\n         spouse  consent in writing t such distribution.  Written\n         consent of the Participant and the Participant's  spouse\n         to  the  distribution must be obtained not more than  90\n         days before commencement of the distribution.\n\n         (d)Distribution of a Participant's Accounts  must  begin\n         by   the  first  day  of  April  of  the  calendar  year\n         following  the  calendar year in which  the  Participant\n         attains  age 70-1\/2 except for a Participant who attains\n         age  70 1\/2  before January 1, 1988.  Distribution  of  the\n         Account  of  a  Participant who attains  age  70  before\n         January 1, 1988 must begin as described below:\n\n                     1)                 By the first day of April\n             of  the calendar year following the calendar year in\n             which  the later of retirement or attainment of  age\n             70-1\/2 occurs if a Participant is not a 5% owner.\n\n                     2)By the first day of April following the later of:\n\n                     (i)the calendar year in which  the  Participant\n                     attains age  70-1\/2;\n                     or\n                     (ii)the earlier  of  the calendar year with\n                     or within which ends  the Plan  Year in which\n                     the Participant  becomes a  5%  owner, or the\n                     calendar year in which the Participant retires\n                     if a Participant  is a 5% owner.\n\n                     3)                 By  April 1,  1990  if  a\n             Participant attains age 70-1\/2 during 1988  and  has\n             not  retired as of January 1, 1989 and is not  a  5%\n             owner.\n\n                                       A  Participant is  treated\n             as  a  5% owner for purposes of this Section if such\n             Participant  is  a  5%  owner  as  defined  in  Code\n             Section  416(i) (determined in accordance with  Code\n             Section  416 but without regard to whether the  plan\n             is  top  heavy)  at any time during  the  Plan  Year\n             ending  with  or within the calendar year  in  which\n             such  owner  attains age 66-1\/2  or  any  subsequent\n             Plan Year.\n\n                                        Once  distributions  have\n             begun  to  a 5% owner under this section, they  must\n             continue  to be distributed, even if the Participant\n             ceases to be a 5% owner in a subsequent year.\n\n                     4)                All distributions required\n             under  this Article VI shall be determined and  made\n             in  accordance  with the Treasury Regulations  under\n             Code   Section  401(a)(9),  including  the   minimum\n             distribution   incidental  benefit  requirement   of\n             Section 1.401(a)(9)-2 of the Regulations.\n\n6.6 Distribution Of Benefits Upon Death\n\n         (a)Unless otherwise elected as provided below, a  vested\n         Participant  who dies before the annuity  starting  date\n         and  who  has  a surviving spouse shall have  his  death\n         benefit  made  available immediately  to  his  surviving\n         spouse   in  the  form  of  a  Pre-Retirement   Survivor\n         Annuity.\n\n         (b)Any  election  to  waive the Pre-Retirement  Survivor\n         Annuity  must  be  made  by the Participant  in  writing\n         during  the  election  period  and  shall  require   the\n         spouse's   irrevocable  consent  in  the   same   manner\n         provided   for  in  Section  6.5(a)(2).   Further,   the\n         spouse's  consent  may  acknowledge  the  specific  non-\n         spouse Beneficiary or may be a general consent.\n\n         (c)The  election  period  to  waive  the  Pre-Retirement\n         Survivor  Annuity shall begin on the first  day  of  the\n         Plan  Year in which the Participant attains age  35  and\n         end  on  the  date of the Participant's death.   In  the\n         event  a vested Participant separates from service prior\n         to  the  beginning of the election period, the  election\n         period  shall begin on the date of such separation  from\n         service.\n\n         (d)With  regard  to  this  election,  the  Administrator\n         shall  provide  each Participant within  the  applicable\n         period,  a  written  explanation of  the  Pre-Retirement\n         Survivor  Annuity containing comparable  information  to\n         that required pursuant to Section 6.5(a)(5).\n\n         (e)The  applicable period for a Participant is whichever\n         of  the  following periods ends last:   (i)  the  period\n         beginning with the first day of the Plan Year  in  which\n         the  Participant  attains age 32  and  ending  with  the\n         close  of the Plan Year preceding the Plan Year in which\n         the  Participant  attains  age  35;  (ii)  a  reasonable\n         period   ending   after   the   individual   becomes   a\n         Participant;  (iii)  a reasonable  period  ending  after\n         this  Section  6.6  first applies  to  the  Participant.\n         Notwithstanding the foregoing, notice must  be  provided\n         within a reasonable period ending after separation  from\n         service  in  the  case  of a Participant  who  separates\n         before attaining age 35.\n\n         (f)For  purposes of applying the preceding paragraph,  a\n         reasonable  period  ending after the  enumerated  events\n         described  in (ii) and (iii) is the end of the  two-year\n         period  beginning  one  year  prior  to  the  date   the\n         applicable event occurs, and ending one year after  that\n         date.   In the case of a Participant who separates  from\n         service  before  the  Plan  Year  in  which  age  35  is\n         attained,  notice shall be provided within the  two-year\n         period  beginning  one  year  prior  to  separation  and\n         ending   one   year  after  separation.    If   such   a\n         participant  thereafter returns to employment  with  the\n         Employer,  the  applicable period for  such  Participant\n         shall be redetermined.\n\n         (g)If  the value of the Pre-Retirement Survivor  Annuity\n         is  less than $3,500, the Administrator shall direct the\n         immediate   distribution   of   such   amount   to   the\n         Participant's   spouse;  provided,   however   if   such\n         distribution  is  to be made after the annuity  starting\n         date,  then  such  surviving  spouse  must  consent   in\n         writing  to  such  distribution.  If the  value  exceeds\n         $3,500,  an immediate distribution of the entire  amount\n         may  be  made  to  the surviving spouse,  provided  such\n         surviving   spouse   consents   in   writing   to   such\n         distribution.\n\n             (h)     1)                 In  the event  the  death\n             benefit  is not paid in the form of a Pre-Retirement\n             Survivor   Annuity,  it  shall  be   paid   to   the\n             Participant's   Beneficiary   be   either   of   the\n             following methods, as elected by such Beneficiary:\n\n                                          (i)One lump-sum payment\n                     in cash or in property;\n\n                                          (ii)Payment  in   equal\n                     monthly,  quarterly, semi-annual  or  annual\n                     cash installments over a period certain.\n\n                     2)                 In  the event  the  death\n             benefit  payable pursuant to Section 6.2 is  payable\n             in   installments,  then,  upon  the  death  of  the\n             Participant,  the  Administrator  shall  direct  the\n             Trustee  to segregate into a separate Trust  Fund(s)\n             the  death  benefit,  and the Trustee  shall  invest\n             such  segregated  Trust Funds  separately,  and  the\n             funds  accumulated in such Trust  Fund(s)  shall  be\n             used  for  the payment of the installments  here  in\n             above provided.\n\n                      3)                  The  Administrator  may\n             direct   the   Trustee   to   (1)   accelerate   any\n             installment  payment to a participant's  Beneficiary\n             at  such  Beneficiary's  request,  or  (2)  at  such\n             Beneficiary's request, purchase for the  benefit  of\n             such  Beneficiary,  an annuity with  all  monies  or\n             property held in the segregated Trust Fund(s).\n\n                                          (i)If  the distribution\n                     of  a  Participant's benefit  has  begun  in\n                     accordance   with  a  method   selected   in\n                     Section 6.5 and the Participant dies  before\n                     his entire interest has been distributed  to\n                     him,  the remaining portion of such interest\n                     shall be distributed at least as rapidly  as\n                     under  the  method of distribution  selected\n                     pursuant  to Section 6.5 as of his  date  of\n                     death.\n\n                                          (ii)If   a  Participant\n                     dies  before  he  has begun to  receive  any\n                     distributions  of  his  interest  under  the\n                     Plan,    his   death   benefit   shall    be\n                     distributed  to his Beneficiaries  within  5\n                     years after his death.\n\n         (i)The   5-year  distribution  requirement  of   Section\n         6.6(h)  shall  not apply to any portion of the  deceased\n         Participant's interest which is payable  t  or  for  the\n         benefit  of a designated Beneficiary (or over  a  period\n         not   extending  beyond  the  life  expectancy  of  such\n         designated  Beneficiary (or over a period not  extending\n         beyond   the   life   expectancy  of   such   designated\n         Beneficiary)  provided  such  distribution  begins   not\n         later   than  one  (1)  year  after  the  date  of   the\n         Participant's  death  (or such  later  date  as  may  be\n         prescribed by Treasury regulations).\n\n             Except  however,  in  the  event  the  Participant's\n         spouse   is   his  Beneficiary,  the  requirement   that\n         distribution   commence   within   one   year    of    a\n         Participant's  death shall not apply.  In lieu  thereof,\n         such  distribution must commence no later than the  date\n         on  which  the deceased Participant would have  attained\n         age  seventy  and one-half (70-1\/2).  If  the  surviving\n         spouse  dies  before the distributions  to  such  spouse\n         begin,  then  the  5-year  distribution  requirement  of\n         Section  6.6(h)  shall apply as if the spouse  were  the\n         Participant.\n\n         (j)For purposes of this section, the life expectancy  of\n         a  Participant and a Participant's spouse (other than in\n         the  case  of  a life annuity) may be redetermined,  but\n         not  more  frequently than annually  and  in  accordance\n         with  such  rules  as  may  be  prescribed  by  Treasury\n         regulation.   Further,  life expectancy  and  joint  and\n         last  survivor  expectancy shall be computed  using  the\n         return multiples of Regulation 1.72-9.\n\n6.7 Time Of Segregation Or Distribution\n\n    Except  as  limited  by Sections 6.5 and  6.6,  whenever  the\n    Trustee is to make a distribution or to commence a series  of\n    payments  on  or as of a Valuation Date, the distribution  or\n    series  of payments may be made or begun on such date  or  as\n    soon thereafter as is practicable.  Except however, unless  a\n    Former Participant elects in writing to defer the receipt  of\n    benefits  (such  election may not result in a  death  benefit\n    that  is more than incidental), the payment of benefits shall\n    begin  not  later than the 60th day after the  close  of  the\n    Plan  Year  in  which  the  latest of  the  following  events\n    occurs:\n\n         1)  the  date  on  which  the  Participant  attains  the\n         earlier of age 65,\n\n         2)  the  5th  Anniversary  of  the  year  in  which  the\n         Participant commenced participation in the Plan, or\n\n         3)  the date the Participant terminates his service with\n         the Employer.\n\n6.8 Distribution For Minor Beneficiary\n\n    In  the  event a distribution is to be made to a minor,  then\n    the   Administrator   may,   in  the   Administrator's   sole\n    discretion,  direct that such distribution  be  paid  to  the\n    legal guardian, or if none, to parent of such Beneficiary  or\n    a  responsible  adult  with whom the  Beneficiary  under  the\n    Uniform Gift to Minors Act or Gift to Minors Act, if such  is\n    permitted  by the laws of the state in which said Beneficiary\n    resides.   Such a payment to the legal guardian or parent  of\n    a  minor  Beneficiary  shall  fully  discharge  the  Trustee,\n    Employer and Plan from further liability on account thereof.\n\n6.9 Location Of Participant Or Beneficiary Unknown\n\n    In  the  event  that all, or any portion of the  distribution\n    payable to a Participant or his Beneficiary hereunder  shall,\n    at  the  expiration of five (5) years after it  shall  become\n    payable,  remain unpaid solely by reason of the inability  of\n    the  Administrator, after sending a registered letter, return\n    receipt  requested,  to  the last known  address,  and  after\n    further  diligent  effort, to ascertain  the  whereabouts  of\n    such   Participant  or  his  Beneficiary,   the   amount   so\n    distributable shall be reallocated in the same  manner  as  a\n    Forfeiture  pursuant  to  this Agreement.   In  the  event  a\n    Participant  or  Beneficiary is  located  subsequent  to  his\n    benefit being reallocated, such benefit shall be restored.\n\n6.10 Advance Distribution For Hardship\n\n         (a)The   Administrator  may  direct   the   Trustee   to\n         distribute to any Participant or his Beneficiary in  any\n         one  Plan Year up to 100% of the vested portion  of  his\n         Participant's  Aggregate  Account  (including  for  this\n         purpose,   the   Participant's   Elective   Contribution\n         Account  including income thereon as of June  30,  1989,\n         plus Elective Contribution made after June 30, 1989  but\n         no  income  after  such date), valued  as  of  the  last\n         Valuation   Date,  in  the  case  of  proven   financial\n         necessity as provided under Section 6.10(b).\n\n         (b)Financial necessity shall mean:\n\n                     1)                 medical expenses incurred\n             by  the Participant, the participant's spouse or any\n             dependent  of the Participant, or amounts  that  are\n             necessary  for  the  Participant, the  Participant's\n             spouse  or  any  dependent  of  the  Participant  to\n             obtain medical service;\n\n                     2)                 the  purchase  (excluding\n             mortgage payments) of a principal residence for  the\n             Participant;\n\n                     3)                the payment of tuition for\n             the  next 12 months of post-secondary education  for\n             the    Participant,   his   spouse,   children    or\n             dependents;\n\n                     4)                 the  need to prevent  the\n             eviction  of  the  Participant  from  his  principal\n             residence or the foreclosure on the mortgage of  the\n             Participant's principal residence; or\n\n                     5)                 any other relevant  facts\n             and   circumstance  that  the  Administrator   shall\n             determine creates financial necessity based  on  the\n             following criteria:\n\n                        (A)the financial need is immediate and heavy;\n                         (B)the financial need is necessary to  the\n                         physical  or  mental well being  of  the\n                         Participant    or   the    Participant's\n                         immediate family;\n                         (C)the financial need is not related to\n                         an item or service that is connected  to\n                         recreation,  convenience  or   pleasure;\n                         and\n                          (d)any  other objective criteria that the\n                         Administrator may apply and which  shall\n                         be added as an amendment to the Plan.\n\n         (c)In  order  to  receive a hardship  distribution,  the\n         distribution  must be necessary to satisfy an  immediate\n         and  heavy financial need of the participant.  Such need\n         shall  be  deemed to exist if the following requirements\n         are satisfied:\n\n                     1)   the amount of the distribution does not\n             exceed  the  amount  of the Participant's  immediate\n             and   heavy   financial  need;   including   amounts\n             necessary to pay any federal, state or local  income\n             taxes  or penalties reasonably anticipated to result\n             from the distribution;\n\n                      2)    the  Participant  has  received   all\n             distributions  (other  than hardship  distributions)\n             and  nontaxable loans available under all  qualified\n             plans maintained by the Employer;\n\n                     3)   all  plans maintained by  the  Employer\n             (including    nonqualified   plans    of    deferred\n             compensation but excluding contributions made  to  a\n             health   and   welfare  plan)   provide   that   the\n             Participant  may  not make an Elective  Contribution\n             election  and Voluntary Contributions for  at  least\n             12    months   after   receipt   of   the   hardship\n             distribution; and\n\n                     4)   all qualified plans maintained  by  the\n             Employer  provide that the Participant may not  make\n             an    Elective   Contribution   election   for   the\n             Participant's  taxable  year  immediately  following\n             the taxable year of the hardship distribution in  an\n             amount  greater  than  the  limitation  under   Code\n             Section  402(g) $7,000 as adjusted) less the  amount\n             of  the Participant's Elective Contributions for the\n             taxable year of the hardship distribution.\n\n         (d)No   income   attributable  to   contributions   made\n         pursuant   to  a  Participant's  Elective  Contributions\n         election  may  be withdrawn.  A Participant  can  resume\n         participation  as  of  the first  day  of  the  calendar\n         quarter   following  the  expiration  of  the   12-month\n         suspension period.\n\n         (e)If  applicable, a married Participant's election  for\n         a  distribution pursuant to this Section  6.10  must  be\n         consented  to  by his spouse in the manner  provided  by\n         Section 6.6.\n\n         (f)The  Administrator  shall establish  such  rules  and\n         procedures  with  respect  to  a  hardship  distribution\n         including suspension from further contributions,  as  it\n         shall  from  time  to  time determine.   No  forfeitures\n         shall occur as a result of any hardship distribution.\n\n         (g)Hardship  distributions  shall  be  limited  to   one\n         distribution in any 12 consecutive month period.\n\n6.11 Advance Distributions For Loans To Participants\n\n         (a)The  Trustee  may  make  loans  to  Participants  and\n         Beneficiaries under the following circumstances:\n\n                     1)   loans  shall be made available  to  all\n             Participants  and  Beneficiaries  on  a   reasonably\n             equivalent basis;\n\n                     2)   loans  shall not be made  available  to\n             Highly Compensated Employees, as defined under  Code\n             Section 414(q) in an amount greater than the  amount\n             made    available   to   other   Participants    and\n             Beneficiaries;\n\n                     3)   loans shall bear a reasonable  rate  of\n             interest;\n\n                    4)  loans shall be adequately secured; and\n\n                     5)   shall  provide  for periodic  repayment\n             over a reasonable period of time.\n\n         (b)Loans   with   principal  amounts  and\/or   repayment\n         periods  exceeding the limits set forth below shall  not\n         be made under the Plan.\n\n         (c)Loans shall not be granted to any Participant or  his\n         Beneficiary   that   provide  for  a  repayment   period\n         extending  beyond  such Participant's Normal  Retirement\n         Date.\n\n         (d)Loans made pursuant to this Section shall be  limited\n         to the lesser of:\n\n                      (i)               $50,000  reduced  by  the\n             excess  (if any) of the highest outstanding  balance\n             of  loans during the one year period ending  on  the\n             day  before  the loan is made, over the  outstanding\n             balance of loans from the Plan on the date the  loan\n             is made, or\n\n                      (ii)               one-half  (1\/2)  of  the\n             present  value  of  the  vested  interest  of   such\n             Participant's Combined Account maintained on  behalf\n             of the Participant under the Plan.\n\n         (e)Loans shall provide periodic repayment over a  period\n         not  to  exceed five (5) years; provided however,  loans\n         used  to  acquire  any  dwelling unit  which,  within  a\n         reasonable time, is to be used (determined at  the  time\n         the  loan  is  made)  as a principal  residence  of  the\n         Participant,  shall provide for periodic repayment  over\n         a  reasonable  period of time that may exceed  five  (5)\n         years.\n\n         (f)For  the  purposes of this section all plans  of  the\n         Employer shall be considered one Plan.\n\n         (g)No loans shall be made to any owner-employee.\n\n         (h)Any  loan  made  pursuant to this Section  where  the\n         vested  account  of the Participant is  used  to  secure\n         such  loan  shall  require the written  consent  of  the\n         Participant's  spouse.   Such written  consent  must  be\n         obtained within the 90 day period prior to the date  the\n         loan is made.\n\n6.12 Limitations On Benefits And Distributions\n\n     All  rights and benefits, including election, provided to  a\n     Participant  in  this Plan shall be subject  to  the  rights\n     afforded   to  any  \"alternate  payee\"  under  a  \"qualified\n     domestic  relations  order\" as those terms  are  defined  in\n     Code Section 414(p).\n\n6.13 Direct Transfer\n\n     The  provisions of this Section 6.13 shall be effective  for\n     distributions occurring on and after January 1, 1993.\n\n         (a)In  the event a Participant, alternate payee under  a\n         Qualified  Domestic Relations Order  described  in  Code\n         Section  414(p)  or  any other beneficiary  entitled  to\n         benefits  under  the  Plan, is entitled  to  receive  an\n         \"eligible  rollover  distribution\" from  the  Plan  then\n         such  Participant,  alternate payee or  beneficiary  may\n         request  that any or all of the taxable portion  of  the\n         distribution  be  paid directly from the  Plan  into  an\n         \"eligible    retirement   plan\"   specified    by    the\n         Participant, alternate payee or beneficiary in a  direct\n         rollover,  provided  that  if a  Participant,  alternate\n         payee  or  other  beneficiary elects to  make  a  direct\n         rollover  of  a portion of the taxable distribution  and\n         to  receive  a  distribution of the  remaining  balance,\n         then  the  portion of the distribution paid in a  direct\n         rollover  to an \"eligible retirement plan\"  must  be  at\n         least $200.\n\n             Distributions  which  are less  than  $200  are  not\n         eligible for direct rollover under this Section 6.13.\n\n         (b)For  purposes  of this section, the  following  terms\n         shall have the meanings stated herein:\n\n                     (i)  \"Eligible  Retirement  Plan\"  means  an\n             individual  retirement account described in  Section\n             408(a)   of   the  Code,  an  individual  retirement\n             annuity  described in Section 408(b) of the Code,  a\n             qualified trust described under Code Section  401(a)\n             that  accepts eligible rollover distributions  or  a\n             Code  Section 403(b) annuity.  However, in the  case\n             of  an Eligible Rollover Distribution to a surviving\n             spouse,   an   eligible  retirement   plan   is   an\n             individual    retirement   account   or   individual\n             retirement annuity only.\n\n                       (ii)                 \"Eligible    Rollover\n             Distribution\" means any distribution of all  or  any\n             portion  of  the  balance  to  the  credit  of   the\n             Participant's  account,  except  that  an   eligible\n             rollover   distribution  does   not   include:   any\n             distribution   that   is  one   of   a   series   of\n             substantially equal periodic payments for  the  life\n             or  life  expectancy  of the Participant,  alternate\n             payee  or  beneficiary whichever is  applicable)  or\n             payable  for  a  specified period  of  ten  or  more\n             years;   any   distribution  to  the   extent   such\n             distribution is required under Section 8.02  of  the\n             Plan  and  the portion of any distribution  that  is\n             not  includible in gross income (determined  without\n             regard   to   the   exclusion  for  net   unrealized\n             appreciation with respect to employer securities).\n\n         (c)In  the event a Participant, alternate payee or other\n         beneficiary  does not elect to have the taxable  portion\n         of   a   distribution  paid  directly  to  an   Eligible\n         Retirement  Plan, then such portion of the  distribution\n         shall  be subject to mandatory withholding at a rate  of\n         20%.\n\n         (d)A  Participant shall be entitled to a  period  of  at\n         least  30  days and not more than 90 days  to  determine\n         whether  or not a distribution shall be directly  rolled\n         over  from  the  date a Participant is  provided  notice\n         under  Code  Section 402(f); except that  a  Participant\n         may  waive the 30 day requirement if the Participant  is\n         informed  of  a Participant's right to a 30 day  period.\n         A  Participant will be deemed to have waived the  30-day\n         requirement  if  such Participant makes  an  affirmative\n         election  to  make or not make a direct rollover  within\n         the  30-day  period.  A waiver under  this  Section  (d)\n         shall  not  be  deemed  a waiver with  respect  to  Code\n         Sections 401(a)(11) or 417.\n                          ARTICLE VII\n\n                        TOP HEAVY RULES\n\n\n\n7.1  Top Heavy Plan Requirements\n\n         (a)For  any  Top Heave Plan Year the Plan shall  provide\n         the  special  minimum  allocation requirements  of  Code\n         Section 416(c) pursuant to Section 7.3 of the Plan.\n\n         (b)The  special  minimum allocation  requirements  under\n         this  Section  shall  be  in addition  to  any  Employer\n         Elective Contribution.\n\n7.2  Determination Of Top Heavy Status\n\n         (a)This  Plan  shall be a Top Heavy Plan  for  any  Plan\n         Year  commencing after December 31, 1983 in which as  of\n         the  Determination  Date,  (1)  the  Present  Value   of\n         Accrued  Benefits of Key Employees, or (2)  the  sum  of\n         the  Aggregate Accounts of Key Employees under this Plan\n         and  all  plans  of an Aggregation Group  exceeds  sixty\n         percent  (60%) of the Present Value of Accrued  Benefits\n         or,  the  Aggregate  Accounts of  all  Key  and  Non-Key\n         Employees   under  this  Plan  and  all  plans   of   an\n         Aggregation Group.\n\n             If  any  Participant is a Non-Key Employee  for  any\n         Plan  Year, but such Participant was a Key Employee  for\n         any  prior  Plan Year, such participant's Present  Value\n         of  Accrued  Benefit  and\/or Aggregate  Account  balance\n         shall  not  be  taken  into  account  for  purposes   of\n         determining  whether this Plan is a Top Heavy  or  Super\n         Top  Heavy  Plan (or whether any Aggregation Group  with\n         includes  this Plan is a Top Heavy Group).  In addition,\n         if   a   Participant  or  Former  Participant  has   not\n         performed any services for the Employer maintaining  the\n         Plan  (other than benefits under the Plan) at  any  time\n         during  the five year period ending on the Determination\n         Date,  the  Aggregate Account and\/or  Present  Value  of\n         Accrued   Benefit   for  such  Participant   or   Former\n         Participant  shall  not be taken into  account  for  the\n         purposes  of  determining whether this  Plan  is  a  Top\n         Heavy or Super Top Heavy Plan.\n\n         (b)This  Plan  shall be a Super Top Heavy Plan  for  any\n         Plan  Year commencing after December 31, 1983 in  which,\n         as  of the Determination Date, (1) the present Value  of\n         Accrued  Benefits of Key Employees, or (2)  the  sum  of\n         the  Aggregate Accounts of Key Employees under this Plan\n         and  all plans of the Aggregation Group, exceeds  ninety\n         percent  (90%) of the Present Value of Accrued  Benefits\n         and  the  Aggregate  Accounts of  all  Key  and  Non-Key\n         Employees   under  this  Plan  and  all  plans   of   an\n         Aggregation Group.\n\n         (c)Aggregate   Account:    A   Participant's   Aggregate\n         Account as of the Determination Date is the sum of:\n\n                     1)   Participant's Combined Account  balance\n             as  of the most recent valuation occurring within  a\n             twelve   (12)   months   period   ending   on    the\n             Determination Date;\n\n                     2)   an adjustment for any contributions due\n             as  of  the  Determination  Date.   Such  adjustment\n             shall  be  the amount of any contributions  actually\n             made  after the valuation date but on or before  the\n             Determination Date, except for the first  Plan  Year\n             when  such adjustment shall also reflect the  amount\n             of  any  contributions made after the  Determination\n             Date  that  are allocated as of a date in the  first\n             Plan Year;\n\n                     3)   any Plan distributions made within  the\n             Plan  Year that includes the Determination  Date  or\n             within  the four (4) preceding Plan Years.  However,\n             in   the  case  of  distributions  made  after   the\n             valuation date and prior to the Determination  Date,\n             such    distributions   are    not    included    as\n             distributions for top heavy purposes to  the  extent\n             that such distributions are already included in  the\n             Participant's Aggregate Account balance  as  of  the\n             valuation date.  Notwithstanding anything herein  to\n             the    contrary,   all   distributions,    including\n             distributions  made  prior to January  1,  1984  and\n             distributions under a terminated plan  which  if  it\n             had not been terminated would have been required  to\n             be   included  in  an  Aggregation  Group,  will  be\n             counted.  Further, distributions from the Plan of  a\n             Participant's  account  balance  because  of   death\n             shall  be treated as a distribution for the purposes\n             of this paragraph;\n\n                    4)  any Voluntary Contributions;\n\n                     5)   with respect to unrelated rollovers and\n             plan-to-plan   transfers  (ones   which   are   both\n             initiated  by  the  Employee and made  from  a  plan\n             maintained  by one employer to a plan maintained  by\n             another   employer),  if  this  Plan  provides   for\n             rollovers or plan-to-plan transfers it shall  always\n             consider  such rollover or plan-to-plan transfer  as\n             a  distribution  for the purposes of  this  section.\n             If  this  Plan is the plan accepting such  rollovers\n             or  plan-to-plan  transfers, it shall  not  consider\n             such  rollovers  or plan-to-plan transfers  accepted\n             after   December   31,   1983   as   part   of   the\n             Participant's  Aggregate Account balance.   However,\n             rollovers  or plan-to-plan transfers accepted  prior\n             to  January 1, 1984 shall be considered as  part  of\n             the Participant's Aggregate Account balance;\n\n                     6)   with  respect to related rollovers  and\n             plan-to-plan  transfers (ones either  not  initiated\n             by  the Employee or made to a plan maintained by the\n             same  employer), if this Plan provides the  rollover\n             or  plan-to-plan transfer, it shall not  be  counted\n             as  a distribution for purposes of this Section.  If\n             this  Plan  is the plan accepting such  rollover  or\n             plan-to-plan   transfer,  it  shall  consider   such\n             rollover  or  plan-to-plan transfer as part  of  the\n             participant's     aggregate     Account     balance,\n             irrespective of the date on which such  rollover  or\n             plan-to-plan transfer is accepted; and\n\n                     7)   for the purposes of determining whether\n             two   employers  are  to  be  treated  as  the  same\n             employer   in  (5)  and  (6)  above,  all  employers\n             aggregated under Code Sections 414(b), (c),  (m)  or\n             (o) are treated as the same employer.\n\n         (d)\"Aggregation   Group\"   means   either   a   Required\n         Aggregation Group or a Permissive Aggregation  Group  as\n         hereinafter determined.\n\n                      1)    Required   Aggregation   Group:    In\n             determining a Required Aggregation Group  hereunder,\n             each  plan  of the Employer in which a Key  Employee\n             is  a  Participant in the Plan Year  containing  the\n             Determination  Date  or any of  the  four  preceding\n             Plan  Years  and  each other plan  of  the  Employer\n             which  enables  any  plan in which  a  Key  Employee\n             participates  to  meet  the  requirements  of   Code\n             Sections  401(a)(4) or 410, will be required  to  be\n             aggregated.   Such  group  shall  be  known   as   a\n             Required Aggregation Group.\n\n                         In  the  case of a Required  Aggregation\n             Group,  each plan in the group will be considered  a\n             Top Heavy Plan if the Required Aggregation Group  is\n             a   Top  Heavy  Group.   No  plan  in  the  Required\n             Aggregation  Group will be considered  a  Top  Heavy\n             Plan if the Required Aggregation Group is not a  Top\n             Heavy Group.\n\n                      2)    Permissive  Aggregation  Group:   The\n             Employer  may  also  include  any  other  plan   not\n             required  to be included in the Required Aggregation\n             Group,  provided  the resulting group,  taken  as  a\n             whole  would  continue to satisfy the provisions  of\n             Code  Sections 401(a)(4) and 410.  Such group  shall\n             be known as a Permissive Aggregation Group.\n\n                         In  the case of a Permissive Aggregation\n             Group,  only  a  plan that is part of  the  Required\n             Aggregation  Group will be considered  a  Top  Heavy\n             Plan  if the Permissive Aggregation Group is  a  Top\n             Heavy  Group.  No plan in the Permissive Aggregation\n             Group  will  be considered a Top Heavy Plan  if  the\n             Permissive  Aggregation Group is  not  a  Top  Heavy\n             Group.\n\n                     3)   Only  those  plans of the  Employer  in\n             which  the Determination Dates fall within the  same\n             calendar  year  shall  be  aggregated  in  order  to\n             determine whether such plans are Top Heavy Plans.\n\n                     4)   An Aggregation Group shall include  any\n             terminated   plan  of  the  Employer   if   it   was\n             maintained within the last five (5) years ending  on\n             the Determination Date.\n\n         (e)\"Determination Date\" means (a) the last  day  of  the\n         preceding  Plan Year, or (b) in the case  of  the  first\n         Plan Year, the last day of such Plan year.\n\n         (f)present Value of Accrued Benefit:  In the case  of  a\n         defined  benefit plan a Participant's Present  Value  of\n         Accrued  Benefit  shall  be  as  determined  under   the\n         provisions of the applicable defined benefit plan.   The\n         Accrued  Benefit  of  an  Employee  (other  than  a  Key\n         Employee) shall be determined under the method which  is\n         used  for general purposes for all plans of the Employer\n         or,  if  there  is no method so described,  as  if  such\n         benefit  accrued  not  more  rapidly  than  the  slowest\n         benefit accrued under Code Section 411(b)(1)(c).\n\n         (g)\"Top  Heavy  Group\"  means an  Aggregation  group  in\n         which, as of the Determination Date the sum of:\n\n                     1)  the Present Value of Accrued Benefits of\n             Key   Employees  under  all  defined  benefit  plans\n             included in the group, and\n\n                     2)   the Aggregate Accounts of Key Employees\n             under  all  defined contribution plans  included  in\n             the  group exceeds sixty percent (60%) of a  similar\n             sum determined for all Participants.\n\n7.3  Minimum Allocations\n\n         (a)Minimum  Allocation  Required  for  Top  Heavy   Plan\n         Years:   Notwithstanding the provisions of Section  4.14\n         for  any  Top Heavy Plan Year, the sum of the Employer's\n         contributions   and   Forfeitures   allocated   to   the\n         Participant's Combined Account of each Non-Key  Employee\n         shall  be equal to at least three percent (3%)  of  such\n         Non-Key Employee's \"415 Compensation\".  However, if  (i)\n         the  sum of the Employer's contributions and Forfeitures\n         allocated to the Participant's Combined Account of  each\n         Key  Employee for such Top Heavy Plan Year be less  than\n         three   percent   (3)  of  each  Key   Employee's   \"415\n         Compensation\" and (ii), this Plan is not required to  be\n         included  in  an Aggregation Group to enable  a  defined\n         benefit  plan  to meet the requirements of Code  Section\n         401(a)(4)   or   410,   the  sum   of   the   Employer's\n         contributions   and   Forfeitures   allocated   to   the\n         Participant's Account of each Non-Key Employee shall  be\n         equal  to  the  largest  percentage  allocated  to   the\n         Participant's  Combined Account of  each  Key  Employee.\n         However,  in determining whether a Non-Key Employee  has\n         received   the  required  minimum  allocation  contained\n         herein,  any  Employer contribution  attributable  to  a\n         salary  reduction or similar arrangement  shall  not  be\n         taken into account.\n\n             Except however, no such minimum allocation shall  be\n         required  in  this  Plan for any  Non-Key  Employee  who\n         participates   in  another  defined  contribution   plan\n         subject  to Code Section 412 included with this Plan  in\n         a Required Aggregation Group.\n\n         (b)For  purposes  of the minimum allocations  set  forth\n         above,  the  percentage allocated to  the  Participant's\n         Account of any Key Employee shall be equal to the  ratio\n         of   the   sum   of  the  Employer's  contribution   and\n         Forfeitures  allocated on behalf of  such  Key  Employee\n         divided   by  the  \"415  Compensation\"  for   such   Key\n         Employee.\n\n         (c)For  any Top Heavy Plan Year, the minimum allocations\n         set  forth above shall be allocated to the Participant's\n         Account  of  all Non-Key Employees who are  participants\n         and who are employed by the Employer on the last day  of\n         the Plan year, including Non-Key Employees who have:\n\n                    1)  failed to complete a Year of Service and\n\n                     2)  declined to make mandatory contributions\n             (if required) to the Plan, and\n\n                     3)  been excluded from participation because\n             of their level of Compensation.\n\n         (d)In  lieu  of the above, in any Plan Year in  which  a\n         Non-Key Employee is a Participant in both this Plan  and\n         a  defined  benefit pension plan included in a  Required\n         Aggregation  Group  which  is top  heavy,  the  Employer\n         shall  not be required to provide such Non-Key  Employee\n         with   both  the  full  separate  defined  benefit  plan\n         minimum   benefit   and   the  full   separate   defined\n         contribution plan minimum allocation.\n\n             Therefore, for any Plan Year when the Plan is a  Top\n         Heavy  Plan, Non-Key Employees who are participating  in\n         this  Plan and a defined benefit plan maintained by  the\n         Employer   shall  receive  a  minimum  monthly   accrued\n         benefit  in  the  defined  benefit  plan  equal  to  the\n         product   of   (1)   one-twelfth   (1\/12th)   of    \"415\n         Compensation\"  averaged  over  a  five  (5)  consecutive\n         \"limitation  years\"  (or actual  \"limitation  years\"  if\n         less)  which  produce the highest average  and  (2)  the\n         lesser  of (i) two percent (2%) multiplied by  Years  of\n         Service  when  the  Plan is top  heavy  or  (ii)  twenty\n         percent (20%).\n\n         (e)For  the  purposes of this Section \"415 Compensation\"\n         shall  be  as  defined in Section 4.14(d) but  including\n         amounts  contributed  by  the  Employer  pursuant  to  a\n         salary  reduction  agreement which are  excludable  from\n         the  Employee's  gross income under Code  Sections  125,\n         402(a)(8), 402(h) or 403(b).\n                          ARTICLE VIII\n\n                            TRUSTEE\n\n\n\n8.1  The  Employer  shall select an individual or individuals  or\n     institution  to serve as Trustee.  The Trustee  shall  be  a\n     fiduciary  and  shall  be responsible for  the  control  and\n     management of any assets of the Plan.\n\n8.2  The  Trustee  shall receive, hold, invest and  reinvest  all\n     contributions and monies of the Plan.  Investments shall  be\n     limited to property of a character which is consistent  with\n     the  Code  for  investments  under  qualified  plans.   Such\n     investments  shall  be  made from contributions  and  monies\n     directed to the Plan.\n\n8.3  The Trustee may also:\n\n         (a)Apply  for,  purchase, hold  and  own  any  insurance\n         policies in accordance with Plan provisions;\n\n         (b)Invest   in  any  general  and  separate   investment\n         accounts maintained and administered by an insurer  from\n         monies   held  in  connection  with  qualified  employee\n         retirement  plans,  and to determine the  allocation  of\n         contributions among such accounts;\n\n         (c)Invest  in  bonds,  common and preferred  stocks  and\n         other   securities   including   shares   of   open-end,\n         management-type investment companies or unit  investment\n         trusts  as  defined  by the Investment  Company  Act  of\n         1940;\n\n         (d)Sell  for cash or credit at public or private  sales,\n         exercise  rights, convert, redeem, exchange or otherwise\n         dispose of investments in the Trust Fund;\n\n         (e)Hold  any part of the Trust Fund invested and deposit\n         same with any banking institution;\n\n         (f)Join  in,  dissent from or oppose any reorganization,\n         recapitalization,   consolidation,   sale   or    merger\n         affecting investments held;\n\n         (g)Vote  stocks  and  other votable investments  through\n         proxies  or  voting trusts on discretionary as  well  as\n         ministerial matters;\n\n         (h)Carry  investments  in  the  name  of  a  nominee  or\n         nominees or in bearer form, and\n\n         (i)Do  all  such acts as the Trustee may deem  necessary\n         to administer the Trust Fund.\n\n     In  making  investments, the Trustee has a wide latitude  in\n     the selection of investments and shall not be restricted  to\n     securities  or  other property of a character authorized  or\n     required  by applicable law for such investments.   However,\n     the  Trustee shall exercise the judgment and care under  the\n     circumstances  then  prevailing,  which  men  of   prudence,\n     discretion  and  intelligence  familiar  with  such  matters\n     exercise  in  a  like  situation and  shall  diversify  such\n     investments so as to minimize the risk of large losses.   If\n     two  or  more  persons are designated as  Trustee,  each  is\n     required  to use reasonable care to insure that  his  fellow\n     trustees do not breach their responsibilities.  The  Trustee\n     may  delegate  any  of  his ministerial  powers  and  duties\n     hereunder to his agents and other persons.\n\n8.4  Any  Trustee may resign at any time by giving 60 days notice\n     in  writing  to the Employer.  The Employer may  remove  any\n     Trustee  at  any  time upon 60 days written  notice  to  the\n     Trustee.   In  the  case of resignation or  removal  of  any\n     Trustee, the Employer may appoint a successor Trustee.   The\n     appointment  of  a successor Trustee shall become  effective\n     upon  his  acceptance in writing addressed to the  Employer,\n     and  upon such acceptance, such Trustee shall be vested with\n     all the rights, powers and duties of his predecessor.\n\n8.5  Any  instrument executed by the Employer, Participant or his\n     Beneficiary  shall be received by the Trustee as  conclusive\n     evidence  of  any matters mentioned in the instrument.   The\n     Trustee  as conclusive evidence of any matters mentioned  in\n     the  instrument.   The Trustee shall be fully  protected  in\n     taking,  permitting or omitting any action  in  reliance  on\n     the   instrument   and   shall   incur   no   liability   or\n     responsibility for so doing.\n\n8.6  If  more  than one person has been designated and serves  as\n     Trustee,  the signature of any one trustee may  be  accepted\n     by  any  interested  party as conclusive evidence  that  the\n     Trustee  has  duly authorized the action therein  set  forth\n     and  as  representing the will of and binding upon  all  the\n     said  trustees.   No  person  receiving  such  documents  or\n     dealing with any of the said trustees in good faith  and  in\n     reliance  thereon shall be obliged to ascertain the validity\n     of such action under the terms of the Plan.\n                           ARTICLE IX\n\n               AMENDMENT, TERMINATION AND MERGERS\n\n\n\n9.1  Amendment\n\n     The  Employer shall have the right at any time to amend this\n     Plan.   However, no such amendment shall authorize or permit\n     any  part  of  the Trust Fund (other than such  part  as  is\n     required  to  pay taxes and administration expenses)  to  be\n     used  for  or  diverted  to  purposes  other  than  for  the\n     exclusive   benefit   of   the   Participants    or    their\n     Beneficiaries or estates; no such amendment shall cause  any\n     reduction  in  the  amount credited to the  account  of  any\n     Participant   or  reduce  the  vested  percentage   of   any\n     Participant,  or cause or permit any portion  of  the  Trust\n     Fund  to  revert to or become the property of the  Employer;\n     and  no  such amendment which affects the rights, duties  or\n     responsibilities  of  the Trustee and Administrator  may  be\n     made  without the Trustee's and the Administrator's  written\n     consent.   Any  such  amendment shall  become  effective  as\n     provided therein upon its execution.  The Trustee shall  not\n     be  required to execute any such amendment that affects  the\n     duties of the trustee hereunder.\n\n     For  the  purposes of this Section, a Plan  amendment  which\n     has  the  effect of eliminating an optional form of  benefit\n     or  decreasing,  or  eliminating any retirement  benefit  or\n     retirement  subsidy  (as provided in  Treasury  Regulations)\n     shall  be  treated as reducing the amount  credited  to  the\n     account of a Participant.\n\n9.2  Termination\n\n     The  Employer shall have the right at any time to  terminate\n     the  Plan  by  delivering to the Trustee  and  Administrator\n     written    notice   of   such   termination.    A   complete\n     discontinuance of the Employer's contributions to  the  Plan\n     shall  be  deemed  to  constitute a termination.   Upon  any\n     termination (full or partial) or complete discontinuance  of\n     contributions, as determined under Regulations  all  amounts\n     credited  to  the  affected Participant's Aggregate  Account\n     shall  become  100%  vested  and  shall  not  thereafter  be\n     subject  to Forfeiture.  Upon such termination of the  Plan,\n     the   Employer,  by  written  notice  to  the  Trustee   and\n     Administrator,  shall direct complete  distribution  of  the\n     assets in the Trust Fund to the Participants, in cash or  in\n     kind,  in  one distribution as soon as practicable; provided\n     however,  that  any  distribution  made  pursuant  to   this\n     Section  shall be subject to the rights of consent  afforded\n     to the Participant's spouse pursuant to Section 6.5.\n\n9.3  Merger Or Consolidation\n\n     This  Plan and Trust may be merged or consolidated with,  or\n     its  assets  and\/or  liabilities may be transferred  to  any\n     other  Plan  and Trust only if the benefits which  would  be\n     received  by a Participant of this Plan, in the event  of  a\n     termination  of  the Plan immediately after  such  transfer,\n     merger  or consolidation, are at least equal to the benefits\n     the   Participant  would  have  received  if  the  Plan  had\n     terminated  immediately  before  the  transfer,  merger   or\n     consolidation.\n                           ARTICLE X\n\n                         MISCELLANEOUS\n\n\n\n10.1 Participant's Rights\n\n     This  Plan  shall  not  be deemed to constitute  a  contract\n     between  the  Employer  and  any  Participant  or  to  be  a\n     consideration  or  an inducement for the employment  of  any\n     participant  or Employee.  Nothing contained  in  this  Plan\n     shall  be  deemed  to give any participant or  Employee  the\n     right  to be retained in the service of the Employer  or  to\n     interfere  with the right of the Employer to  discharge  any\n     Participant  or  Employee  at any  time  regardless  of  the\n     effect  which  such  discharge shall  have  upon  him  as  a\n     Participant of this Plan.\n\n10.2 Alienation\n\n         (a)Subject to the exceptions provided below, no  benefit\n         which  shall  be payable out of the Trust  Fund  to  any\n         person  (including  a  Participant or  his  Beneficiary)\n         shall   be   subject  in  any  manner  to  anticipation,\n         alienation,   sale,   transfer,   assignment,    pledge,\n         encumbrance  or  charge and any attempt  to  anticipate,\n         alienate,  sell, transfer, assign, pledge,  encumber  or\n         charge  the  same  shall be void; and  no  such  benefit\n         shall  in  any  manner be liable for or subject  to  the\n         debts,  contracts, liabilities, engagements or torts  of\n         any  such  person, nor shall it be subject to attachment\n         or  legal  process for or against such  person  and  the\n         same  shall not be recognized by the Trustee, except  to\n         such extent as may be required by law.\n\n         (b)This  provision  shall not  apply  to  the  extent  a\n         Participant or Beneficiary is indebted to the  Plan  for\n         any  reason  under any provision of this Agreement.   At\n         the  time  a  distribution is to be made  to  or  for  a\n         Participant's or Beneficiary's benefit, such  proportion\n         of  the amount distributed shall equal such indebtedness\n         shall  be  paid  by the Trustee to the  Trustee  or  the\n         Administrator,  at  the discretion of the Administrator,\n         to  apply against or discharge such indebtedness.  Prior\n         to   making   payment,  however,  the   Participant   or\n         Beneficiary  must  be  given  written  notice   by   the\n         Administrator that such indebtedness is to  be  deducted\n         in   whole  or  part  from  his  Participant's  Combined\n         Account.   If  the Participant or Beneficiary  does  not\n         agree  that  the indebtedness is a valid claims  against\n         his  vested Participant's Combined Account, he shall  be\n         entitled  to  a review of the validity of the  claim  in\n         accordance  with  procedures provided in  Sections  2.10\n         and 2.11.\n\n         (c)This  provision  shall  not  apply  to  a  \"qualified\n         domestic  relations  order\"  defined  in  Code   Section\n         414(p) and domestic relations orders permitted to be  so\n         treated  under  the provisions of the Retirement  Equity\n         Act  of  1984.   The  Administrator  shall  establish  a\n         written  procedure to determine the qualified status  of\n         domestic  relations  orders and to  distributions  under\n         such  qualified orders.  Further, to the extent provided\n         under  a \"qualified domestic relations order\", a  former\n         spouse  of a Participant shall be treated as the  spouse\n         or surviving spouse for all purposes under the Plan.\n\n10.3 Construction Of Plan\n\n     This  Plan  and Trust shall be construed under laws  of  the\n     State  of  New Jersey other than its laws respecting  choice\n     of  law,  to  the extent not preempted by the Act  or  other\n     Federal law.\n\n10.4 Gender And Number\n\n     Wherever  any  words  are  used  herein  in  the  masculine,\n     feminine or neuter gender they shall be construed as  though\n     they  were  also used in another gender in all  cases  where\n     they  would so apply, and whenever any words are used herein\n     in  the singular or plural form, they shall be construed  as\n     though  they were also used in the other form in  all  cases\n     where they would so apply.\n\n10.5 Legal Action\n\n     In  the  event  any  claim, suit or  proceeding  is  brought\n     regarding  the  Trust and\/or Plan established hereunder  and\n     the  claim, suit or proceeding is resolved in favor  of  the\n     Trustee  or  Administrator they  shall  be  entitled  to  be\n     reimbursed  from  the  Trust Fund for  any  and  all  costs,\n     attorney's  fees  and  other  expenses  pertaining   thereto\n     incurred by them for which they shall have become liable.\n\n10.6 Prohibition Against Diversion Of Funds\n\n         (a)Except  as  provided below and otherwise specifically\n         permitted  by  law, it shall be impossible by  operation\n         of  the  Plan or of the Trust, by termination of either,\n         by  power  of revocation or amendment, by the  happening\n         of  any contingency, by collateral arrangement or by any\n         other  means,  for any part of the corpus of  income  of\n         any  trust fund maintained pursuant to the Plan  or  any\n         funds contributed thereto to be used for or diverted  to\n         purposes   other   than   the   exclusive   benefit   of\n         Participants,    Retired    Participants    or     their\n         Beneficiaries.\n\n         (b)In  the  event the Employer shall make  an  excessive\n         contribution  under  a  mistake  of  fact  pursuant   to\n         Section  403(c)(2)(A)  of  the  Act,  the  Employer  may\n         demand  repayment of such excessive contribution at  any\n         time  within one (1) year following the time of  payment\n         and  the  Trustees  shall  return  such  amount  to  the\n         Employer   may   demand  repayment  of  such   excessive\n         contribution  at  any time within one (1)  year  period.\n         Earnings   of  the  Plan  attributable  to  the   excess\n         contribution  may  not be returned to the  Employer  but\n         any  losses attributable thereto must reduce the  amount\n         so returned.\n\n         (c)All    contributions   shall   be   conditioned    on\n         deductibility.  Any contribution determined  not  to  be\n         deductible can be returned to the Employer.\n\n         (d)Notwithstanding  any  provision  to   the   contrary,\n         except Sections 3.7 and 4.1(d), any contribution by  the\n         Employer  to  the  Trust Fund is  conditioned  upon  the\n         deductibility of the contribution by the Employer  under\n         the  Code  and  to  the  extent any  such  deduction  is\n         disallowed,  the  Employer  may  within  one  (1)   year\n         following  a  final  determination of the  disallowance,\n         whether  by agreement with the Internal Revenue  Service\n         or   by   final   decision  of  a  court  of   competent\n         jurisdiction,   demand  repayment  of  such   disallowed\n         contribution   and   the  Trustee  shall   return   such\n         contribution   within  one  (1)   year   following   the\n         disallowance.  Earnings of the Plan attributable to  the\n         excess   contribution  may  not  be  returned   to   the\n         Employer,  but  any  losses  attributable  thereto  must\n         reduce the amount so returned.\n\n10.7 Bonding\n\n     Every  Fiduciary, except a bank or an insurance  company  as\n     described  under  Section  412(a)(2)  of  the  Act,   unless\n     exempted  by  the Act and regulations thereunder,  shall  be\n     bonded  in an amount not less than 10% of the amount of  the\n     funds  such  Fiduciary handles; provided however,  that  the\n     minimum  bond shall be $1,000 and the maximum bond $500,000.\n     The  amount  of  funds handled shall be  determined  at  the\n     beginning  of each Plan Year by the amount of funds  handled\n     by  such  person,  group or class to be  covered  and  their\n     predecessors, if any, during the preceding Plan  Year.   The\n     bond  shall provide protection to the Plan against any  loss\n     by  reason  of acts of fraud or dishonesty by the  Fiduciary\n     alone or in connivance with others.  The surety shall  be  a\n     corporate  surety company (as such term is used  in  Section\n     412(a)(2)  of  the Act), and the bond shall  be  in  a  form\n     approved   by   the  Secretary  of  Labor.   Notwithstanding\n     anything  in  the  Plan to the contrary, the  cost  of  such\n     bonds  shall  be an expense of and may, at the  election  of\n     the  Administrator be paid from the Trust  Fund  or  by  the\n     Employer.\n\n10.8 Receipt And Release For Payments\n\n     Any  payment  to  any Participant, his legal representative,\n     Beneficiary  or to any guardian or committee  appointed  for\n     such  participant  or  Beneficiary in  accordance  with  the\n     provisions of the Plan shall, to the extent thereof,  be  in\n     full  satisfaction  of  all  claims  hereunder  against  the\n     Trustee  and  the Employer, either of whom may require  such\n     Participant, legal representative, Beneficiary, guardian  or\n     committee  as  a  condition precedent to  such  payment,  to\n     execute a receipt and release thereof in such form as  shall\n     be determined by the Trustee or Employer.\n\n10.9 Action By The Employer\n\n     Whenever  the  Employer  under the  terms  of  the  Plan  is\n     permitted or required to do or perform any act or matter  or\n     thing,  it  shall  be done and performed by  a  person  duly\n     authorized by its legally constituted authority.\n\n10.10Named Fiduciaries And Allocation Of Responsibility\n\n     The  \"named Fiduciaries\" of this Plan are (1) the  Employer,\n     (2)  the  Administrator  and (3)  the  Trustee.   The  named\n     Fiduciaries  shall have only those specific powers,  duties,\n     responsibilities  and obligations as are specifically  given\n     them  under  the Plan.  In general, the Employer shall  have\n     the   sole   responsibility  for  making  the  contributions\n     provided  for  under Section 4.1; and shall  have  the  sole\n     authority   to   appoint  and  remove   the   Trustee,   the\n     Administrator  and  any  Investment  Manager  which  may  be\n     provided  for  under  the  Plan;  to  formulate  the  Plan's\n     \"funding  policy and method\"; and to amend or terminate,  in\n     whole  or  in part, the Plan.  The Administrator shall  have\n     the  sole responsibility for the administration of the Plan,\n     which  responsibility is specifically described in the Plan.\n     The   Trustee   shall   have  the  sole  responsibility   of\n     management of the assets held under the Trust, except  those\n     assets  the  management of which has  been  assigned  to  an\n     Investment Manager, who shall be solely responsible for  the\n     management   of   the  assets  assigned  to   it,   all   as\n     specifically  provided in the Plan.   Each  named  Fiduciary\n     warrants  that  any directions given, information  furnished\n     or  action  taken  by  it shall be in  accordance  with  the\n     provisions  of the Plan, authorizing or providing  for  each\n     direction,  information or action.  Furthermore, each  named\n     Fiduciary  may rely upon any such direction, information  or\n     action of another named Fiduciary as being proper under  the\n     Plan and is not required under the Plan to inquire into  the\n     propriety of any such direction, information or action.   It\n     is  intended under the Plan that each named Fiduciary  shall\n     be  responsible for the proper exercise of its  own  powers,\n     duties,  responsibilities and obligations  under  the  Plan.\n     No  named Fiduciary guarantees the Trust Fund in any  manner\n     against  investment  loss or depreciation  in  asset  value.\n     Any  person  or  group may serve in more than one  Fiduciary\n     capacity.\n\n10.11Uniformity\n\n     All  provisions  of  this  Plan  shall  be  interpreted  and\n     applied in a uniform, nondiscriminatory manner.\n\n10.12Headings\n\n     The   headings  and  subheadings  of  this  Plan  have  been\n     inserted for convenience of reference and are to be  ignored\n     in any construction of the provisions hereof.\n\n                           ARTICLE XI\n\n                    PARTICIPATING EMPLOYERS\n\n\n\n11.1 Adoption By Other Employers\n\n     Notwithstanding  anything  herein  to  the  contrary,   with\n     consent  of  the Employer and Trustee, any other corporation\n     or  entity, whether an affiliate or subsidiary or  not,  may\n     adopt  this  Plan and all provisions hereof and  participate\n     herein  and  be  known  as a Participating  Employer,  by  a\n     property  executed document evidencing said intent and  will\n     of such Participating Employer.\n\n11.2 Requirements Of Participating Employers\n\n         (a)Each  such Participating Employer shall  be  required\n         to use the same Trustee as provided in this Plan.\n\n         (b)The  Trustee  may,  but shall  not  be  required  to,\n         commingle,  hold  and  invest  as  one  Trust  Fund  all\n         contributions  made by Participating Employers  as  well\n         as all increments thereof.\n\n         (c)The  transfer  of  any  Participant  from  or  to  an\n         Employer  participating in this Plan, whether he  be  an\n         Employee  of  the Employer or a Participating  Employer,\n         shall  not  affect such Participant's rights  under  the\n         Plan  and  all  amounts credited to  such  Participant's\n         Account,  as well as his accumulated service  time  with\n         the  transferor  or  predecessor,  and  his  length   of\n         participation in the Plan shall continue to his credit.\n\n         (d)All  rights  and values forfeited by  termination  of\n         employment  shall  inure only  to  the  benefit  of  the\n         Employee-Participants of the Participating  Employer  by\n         which  the  forfeiting Participant was employed,  except\n         if  the Forfeiture is for an Employee whose Employer  is\n         a  member  of  an affiliated or controlled  group,  then\n         said   Forfeiture   shall   be   allocated   based    on\n         Compensation    t    all   Participant    Accounts    of\n         Participating   Employers  who  are   members   of   the\n         affiliated  or controlled group.  Should an Employee  of\n         one  (\"First\") Employer be transferred to an  associated\n         (\"Second\")  Employer  (the  Employer,  an  affiliate  or\n         subsidiary), such transfer shall not cause  his  account\n         balance   (generated  while  an  Employee   of   \"First\"\n         Employer)  in  any  manner  or  by  any  amount  to   be\n         forfeited.  Such Employee's Participant Account  balance\n         for  all  purposes  of  the Plan,  including  length  of\n         service,  shall be considered as though  he  had  always\n         been  employed by the \"Second\" Employer and as such  has\n         received  contributions, forfeitures, earnings  or  loss\n         and  appreciated  or  depreciation in  value  of  assets\n         totaling amount so transferred.\n\n         (e)  Any  expenses of the Trust which are to be paid  by\n         the  Employer or borne by the Trust Fund shall  be  paid\n         by  each  Participating Employer in the same  proportion\n         that  the  total amount standing to the  credit  of  all\n         Participants  employed  by such Employer  bears  to  the\n         total standing to the credit of all Participants.\n\n11.3 Designation Of Agent\n\n     Each  Participating Employer shall be deemed to be  part  of\n     this  Plan; provided however, that with respect  to  all  of\n     its  relations  with the Trustee and Administrator  for  the\n     purpose  of this Plan, each Participating Employer shall  be\n     deemed  to have designated irrevocably the Employer  as  its\n     agent.   Unless  the  context of the Plan clearly  indicates\n     the  contrary,  the  word  \"Employer\"  shall  be  deemed  to\n     include  each  Participating  Employer  as  related  to  its\n     adoption of the Plan.\n\n11.4 Employee Transfers\n\n     It  is  anticipated  that  an Employee  may  be  transferred\n     between  Participating Employers and in  the  event  of  any\n     such  transfer, the Employee involved shall carry with  him,\n     his  accumulated service and eligibility.  No such  transfer\n     shall  effect a termination of employment hereunder and  the\n     Participating Employer to which the Employee is  transferred\n     shall  thereupon become obligated hereunder with respect  to\n     such  Employee  in the same manner as was the  Participating\n     Employer from whom the Employee was transferred.\n\n11.5 Participating Employers Contributions\n\n     Any  contribution or Forfeiture subject to allocation during\n     each Plan Year shall be allocated among all Participants  of\n     all   Participating   Employers  in  accordance   with   the\n     provisions  of  this Plan.  On the basis of the  information\n     furnished  by  the  Administrator, the  Trustee  shall  keep\n     separate  books and records concerning the affairs  of  each\n     Participating Employer hereunder and as to the accounts  and\n     credits  of  the  Employees of each Participating  Employer.\n     The  Trustee may, but need not, register Contracts so as  to\n     evidence  that  a particular Participating Employer  is  the\n     interested  Employer  hereunder, but  in  the  event  of  an\n     Employee   transfer  from  one  Participating  Employer   to\n     another,  the  employing Employer shall  immediately  notify\n     the Trustee thereof.\n\n11.6 Amendment\n\n     Amendment  of  this Plan by the Employer at  any  time  when\n     there  shall  be  a Participating Employer hereunder,  shall\n     only   be   by  the  written  action  of  each   and   every\n     participating Employer and with the consent of  the  Trustee\n     where  such  consent  is necessary in  accordance  with  the\n     terms of this Plan.\n\n11.7 Discontinuance of Participation\n\n     Any   Participating   Employer   shall   be   permitted   to\n     discontinue  or revoke its participation in  the  Plan.   At\n     the   time   of   any  such  discontinuance  or  revocation,\n     satisfactory   evidence  thereof  and  of   any   applicable\n     conditions  imposed shall be delivered to the Trustee.   The\n     Trustee  shall  thereafter  transfer,  deliver  and   assign\n     Contracts  and  other  Trust Fund assets  allocable  to  the\n     Participants  of  such Participating Employer  to  such  new\n     Trustee  as shall have been designated by such Participating\n     Employer,  in  the  event  it  has  established  a  separate\n     pension  plan  for  its  Employees.   If  no  successor   is\n     designated,  the Trustee shall retain such  assets  for  the\n     Employees  of  said Participating Employer pursuant  to  the\n     provisions  of Article VIII hereof.  In no such event  shall\n     any  part of the corpus or income of the Trust as it relates\n     to  such  Participating Employer be used for,  or  delivered\n     for  purposes  other than for the exclusive benefit  of  the\n     Employees of such Participating Employer.\n\n11.8 Administrator's Authority\n\n     The  Administrator shall have the authority to make any  and\n     all   necessary  rules  or  regulations  binding  upon   all\n     Participating  Employers and all Participants to  effectuate\n     the purpose of this Article.\n\n11.9 Participating Employer Contribution For Affiliate\n\n     If  any Participating Employer is prevented in whole  or  in\n     part  from making a contribution to the Trust Fund which  it\n     would  otherwise  have  made under the  Plan  by  reason  of\n     having  no  current or accumulated earnings or  profits,  or\n     because   such  earnings  or  profits  are  less  than   the\n     contribution  which  it  would  otherwise  have  made,  then\n     pursuant  to  Code  Section  404(a)(3)(B)  so  much  of  the\n     contribution  which  such  Participating  Employer  was   so\n     prevented  from  making may be made for the benefit  of  the\n     participating employees of such Participating  Employer,  by\n     the  other  Participating Employers who are members  of  the\n     same  affiliated  group within the meaning of  Code  Section\n     1504  to the extent of their current or accumulated earnings\n     or  profits,  except  that such contribution  by  each  such\n     other  Participating  Employer  shall  be  limited  to   the\n     proportion of its total current and accumulated earnings  or\n     profits  remaining after adjustment for its contribution  to\n     the  Plan  made without regard to this paragraph  which  the\n     total prevented contribution bears to the total current  and\n     accumulated  earnings  or profits of all  the  Participating\n     Employers  remaining after adjustment for all  contributions\n     made to the Plan without regard to this paragraph.\n\n     A  Participating  Employer on behalf of  whose  employees  a\n     contribution  is  made shall not reimburse the  contributing\n     participating Employers.\n\n\nIN  WITNESS  WHEREOF,  this Agreement has been  executed  on  the\n11 day of October, 1994.\n\n\n\n\nBY  \/s\/ Catherine F. 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