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                               FIFTH AMENDMENT TO
                                      THE
                         GIBBONS COMPANY PROFIT SHARING
                              AND RETIREMENT PLAN

         This Fifth Amendment to the Gibbons Company Profit Sharing and
Retirement Plan (the "Plan") is made and entered into this  16th  day of July,
1996, by G. G. & R., Inc. ("GG&R"), the Sponsoring Employer of the Plan.


                              W I T N E S S E T H:

         WHEREAS, GG&R has heretofore established the Plan (which plan has been
amended and restated in its entirety effective for all Plan Years commencing on
or after January 1, 1989);

         WHEREAS, GG&R has reserved the right to amend the Plan in whole or in
part;

         NOW, THEREFORE, in consideration of the foregoing premises GG&R amends
the Plan as follows:

         1.      The second paragraph of Section 5.14(b) is amended to read as
follows, effective as of January 1, 1995:

                If the Employer has made a Matching Contribution attributable to
        any portion of the Participant's Excess K-Test Contribution distributed
        to the Participant pursuant to the above, the Plan Administrator shall
        treat such Matching Contribution in the same manner as an Excess M-Test
        Contribution in accordance with (c) below.  For the Plan Year commencing
        on January 1, 1994, if the Employer has made a Matching Contribution
        attributable to any portion of the Participant's Excess K-Test
        Contribution distributed to the Participant pursuant to the above, the
        Plan Administrator shall treat such Matching Contribution as a
        forfeiture.  The forfeited amount shall be used to reduce the Employer's
        Matching Contribution otherwise required for the Plan Year.

        2.      Section 11.01(b) is amended by adding a new sub-paragraph at the
end thereof





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to read as follows, effective as of January 1, 1996:

                 Each Participant who was not fully vested in his Employer
         Matching Contribution Account as of January 1, 1996, shall be fully
         vested in such Account as of such date.

         3.      Section 11.01(c) is amended by adding a new sub-paragraph at
the end thereof to read as follows, effective as of December 31, 1995:

         Each Participant who was not fully vested in his Employer
         Profit-Sharing Contribution Account as of December 31, 1995, shall be
         fully vested in such Account as of such date.

         4.      This Amendment shall apply with respect to the Plan Years
specified above, and all Plan Years commencing thereafter.

         5.      In all other respects the Plan is ratified and approved.

         IN WITNESS WHEREOF, GG&R has caused this Amendment to the Plan to be
duly executed as of the date and year first above written.


                                  "EMPLOYER"

                                  G. G. & R., Inc.



                                  By:
                                      -----------------------------------------
                                  Its: David H. Watts, President and CEO
                                       ----------------------------------------


                                  By:
                                      -----------------------------------------
                                  Its:  William E. Barton, Vice President & CFO
                                       ----------------------------------------



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