1
                         GIBBONS COMPANY PROFIT SHARING
                              AND RETIREMENT PLAN


                               RESTATED EFFECTIVE

           FOR ALL PLAN YEARS COMMENCING ON OR AFTER JANUARY 1, 1989


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                               TABLE OF CONTENTS



ARTICLE      TITLE                                                                                                      PAGE NO.
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LIST OF DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   viii

ARTICLE I - ESTABLISHMENT AND RESTATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

         1.01    Establishment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.02    History  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.03    Intent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.04    Limitation on Applicability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II- DEFINITIONS OF TERMS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

         2.01    "Account"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         2.02    "Accrued Benefit"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         2.03    "Administrator or Plan Administrator"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         2.04    "Affiliated Service Group" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.05    "Age"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.06    "Anniversary Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.07    "Annual Compensation" or "Compensation"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         2.08    "Annuity Starting Date"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.09    "Beneficiary"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.10    "Board of Directors" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.11    "Code" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.12    "Contingent Beneficiary" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.13    "Controlled Group" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.14    "Disability" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         2.15    "Effective Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.16    "Elective Deferral"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.17    "Eligible Employee"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.18    "Employee" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.19    "Employer" or "Gibbons Employer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.20    "Entry Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.21    "ERISA"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.22    "Excluded Employee"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         2.23    "Family Member"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         2.24    "Fiduciary"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         2.25    "Former Participant" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         2.26    "Group Under Common Control" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         2.27    "Highly Compensated Employee"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         2.28    "Investment Fund"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         2.29    "Investment Manager  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7






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ARTICLE          TITLE                                                                                                 PAGE NO.
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         2.30    "K-Test Average Contribution Percentage" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         2.31    "K-Test Contribution Percentage" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         2.32    "K-Test Contributions" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         2.33    "Leased Employee"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         2.34    "Limitation Year"          . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         2.35    "M-Test Average Contribution Percentage" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         2.36    "M-Test Contribution Percentage" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         2.37    "M-Test Contributions" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         2.38    "Matching Contribution"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         2.39    "Named Fiduciary"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         2.40    "Net Profit" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         2.41    "Non-Highly Compensated Employee"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         2.42    "Normal Retirement Age"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         2.43    "Normal Retirement Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         2.44    "Participant"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         2.45    "Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.46    "Plan Sponsor" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.47    "Plan Year"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.48    "Prior Plan" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.49    "Qualified Matching Contribution"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.50    "Qualified Non-Elective Contribution"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.51    "Trust"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.52    "Trust Fund" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.53    "Trustee"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.54    "Valuation Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
         2.55    "Vested Interest" or "Vested Accrued Benefit"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11

ARTICLE III- SERVICE DEFINITIONS AND RULES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12

         3.01    "Eligibility Computation Period" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
         3.02    "Eligibility Service"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
         3.03    "Employment Commencement Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
         3.04    "Hour of Service"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
         3.05    "One Year Break in Service"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
         3.06    "Re-employment Commencement Date"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
         3.07    "Termination of Employment"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
         3.08    "Vesting Computation Period" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
         3.09    "Year of Service"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
         3.10    "Year of Eligibility Service"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
         3.11    "Year of Vesting Service"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15






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ARTICLE          TITLE                                                                                                  PAGE NO.
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ARTICLE IV - ELIGIBILITY AND PARTICIPATION  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16

         4.01    Age and Service Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
         4.02    Plan Administrator to Furnish Eligibility Information  . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         4.03    Information to be Provided by Employee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         4.04    Reclassification of an Eligible Employee or Excluded Employee  . . . . . . . . . . . . . . . . . . . . . .   17
         4.05    Re-employment and Commencement of Participation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         4.06    Election Not To Participate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
         4.07    Effect of Participation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17

ARTICLE V - PARTICIPANT AND EMPLOYER CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18

         5.01    Elective Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   18
         5.02    Payment to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
         5.03    Suspension of Deferrals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
         5.04    No Voluntary Contributions by Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
         5.05    Rollover Contributions by Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
         5.06    Employer Matching Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
         5.07    Employer Profit Sharing Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20
         5.08    Employer Davis-Bacon Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
         5.09    Time and Method of Payment of Employer Matching and
                 Profit Sharing Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
         5.10    Time and Method of Payment of Employer Davis-Bacon Contributions . . . . . . . . . . . . . . . . . . . . .   21
         5.11    Employer Contribution Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   21
         5.12    Limitations on Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22
         5.13    Excess Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   23
         5.14    Correction of Excess Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   24

ARTICLE VI - ALLOCATIONS TO ACCOUNT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26

         6.01    Revaluation of Assets  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
         6.02    Allocation of Contributions and Forfeitures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   26
         6.03    Adjustment of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   27
         6.04    Eligibility for Allocation of Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . .   28
         6.05    Participant Directed Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29
         6.06    Establishment of Separate Funds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   29

ARTICLE VII- LIMITATIONS ON ALLOCATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32

         7.01    Special Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   32
         7.02    Coordination With Defined Benefit Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
         7.03    Order of Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37






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         7.04    Aggregation of Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37
         7.05    Suspense Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   37

ARTICLE VI - IN-SERVICE AND HARDSHIP WITHDRAWALS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   39

         8.01    Withdrawals Due to Attainment of Age 55, Disability or Hardship  . . . . . . . . . . . . . . . . . . . . .   39
         8.02    Financial Hardship Distribution Rules  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   39
         8.03    Determination of Immediate and Heavy Financial Need  . . . . . . . . . . . . . . . . . . . . . . . . . . .   40
         8.04    Withdrawal of Voluntary Contributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   40

ARTICLE IX - RETIREMENT BENEFITS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42

         9.01    Normal or Late Retirement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
         9.02    Disability Retirement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
         9.03    Method of Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   42
         9.04    Time of Payment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   43
         9.05    Required Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   43
         9.06    Qualified Joint and Survivor Annuity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   44

ARTICLE X - DEATH BENEFITS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47

         10.01   Death Benefits Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
         10.02   Designation of Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
         10.03   Death Benefit Payment Procedure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   47
         10.04   Required Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   48
         10.05   Qualified Pre-retirement Survivor Annuity and Related Matters  . . . . . . . . . . . . . . . . . . . . . .   49

ARTICLE XI- BENEFITS UPON OTHER TERMINATION OF EMPLOYMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52

         11.01   Vested Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
         11.02   Distribution of Vested Interest  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   52
         11.03   Eligible Rollover Distributions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   53
         11.04   Breaks in Service and Vesting  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   54
         11.05   No Increase in Pre-break Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   54
         11.06   Disposition of Forfeitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   54
         11.07   Distribution to Participants Who Are Less Than 100% Vested . . . . . . . . . . . . . . . . . . . . . . . .   55
         11.08   Repayment of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   56
         11.09   Restoration of Accounts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   56
         11.10   Amendments to the Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   57

ARTICLE XII - FIDUCIARY DUTIES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58

         12.01   General Fiduciary Duty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58
         12.02   Allocation of Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58






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         12.03   Delegation of Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58
         12.04   Liability for Allocation or Delegation of Responsibilities . . . . . . . . . . . . . . . . . . . . . . . .   58
         12.05   Liability for Co-Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   58
         12.06   Same Person May Serve in More than One Capacity  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   59

ARTICLE XIII - THE PLAN ADMINISTRATOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60

         13.01   Appointment of Plan Administrator  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
         13.02   Acceptance by Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
         13.03   Signature of Plan Administrator  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
         13.04   Appointment of an Investment Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
         13.05   Duties of the Plan Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   60
         13.06   Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
         13.07   Claims Review Procedure  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   61
         13.08   Compensation and Expenses of Plan Administrator  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62
         13.09   Removal or Resignation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62
         13.10   Records of Plan Administrator  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62
         13.11   Other Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   62

ARTICLE XIV - THE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63

         14.01   Appointment of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
         14.02   Acceptance by Trustee  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
         14.03   Investment Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63
         14.04   Payment From the Trust Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   63

ARTICLE XV - THE EMPLOYER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64

         15.01   Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
         15.02   Record Keeping . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
         15.03   Bonding  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
         15.04   Signature of Employer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
         15.05   Plan Counsel and Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
         15.06   Other Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
         15.07   Controlled Groups/Affiliated Service Groups  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   64
         15.08   Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   65

ARTICLE XVI- PLAN AMENDMENT OR MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67

         16.01   Power to Amend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
         16.02   Limitations on Amendments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
         16.03   Method of Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
         16.04   Notice of Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67
         16.05   Merger or Consolidation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   67






                                       52
   7

                                                                                                                           
ARTICLE XVII- TERMINATION OR DISCONTINUANCE OF CONTRIBUTIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69

         17.01   Right to Terminate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
         17.02   Effect of Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
         17.03   Manner of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   69
         17.04   No Reversion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   70
         17.05   Termination of an Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   70
         17.06   Partial Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   70
         17.07   Effect of Partial Termination  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   70

ARTICLE XVIII - FUNDING POLICY FOR PLAN BENEFITS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   71

         18.01   Funding Method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   71
         18.02   Investment Policy  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   71
         18.03   No Purchase of Life Insurance Contracts  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   71
         18.04   Investment Fund  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   71
         18.05   Non-transferability of Annuity Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   71

ARTICLE XIX - TOP-HEAVY PROVISIONS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72

         19.01   Application  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72
         19.02   Special Definitions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   72
         19.03   Top-Heavy Minimum Required Allocation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   76
         19.04   Super Top-Heavy Minimum Required Allocation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   77
         19.05   Non-forfeitability of Minimum Top-Heavy Allocation . . . . . . . . . . . . . . . . . . . . . . . . . . . .   78
         19.06   Compensation Limitation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   78
         19.07   Minimum Vesting Provision  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   79
         19.08   Adjustments to Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   79
         19.09   Participant Elective Deferrals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   80

ARTICLE XX - PROVISIONS AFFECTING BENEFITS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   81

         20.01   Availability of Loans  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   81
         20.02   Loan Administration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   81
         20.03   Amount of Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   81
         20.04   Collateral Requirements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   82
         20.05   Loan Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   82
         20.06   Accounting for Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   82
         20.07   Effect of Termination of Employment or Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   82
         20.08   Spousal Consent  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   82
         20.09   Anti-Alienation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   82
         20.10   Qualified Domestic Relations Orders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   82
         20.11   QDRO Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   84
         20.12   Additional QDRO Rules  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   85






                                       53
   8

                                                                                                                          
ARTICLE XXI- MULTIPLE EMPLOYER PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   87

         21.01   Adoption by Other Gibbons Employers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   87
         21.02   Requirements of Participating Gibbons Employers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   87
         21.03   Designation of Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   87
         21.04   Employee Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   87
         21.05   Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   88
         21.06   Discontinuance of Participation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   88
         21.07   Administrator's Authority  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   88
         21.08   Participating Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   88

ARTICLE XXII- MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  89

         22.01   Participant's Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         22.02   Actions Consistent with Terms of Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         22.03   Performance of Duties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         22.04   Validity of Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         22.05   Legal Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         22.06   Gender and Number  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         22.07   Uniformity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         22.08   Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         22.09   Receipt and Release for Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   89
         22.10   Payments to Minors, Incompetents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   90
         22.11   Missing Persons  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   90
         22.12   Transfer of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   90
         22.13   Prohibition Against Diversion of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   90
         22.14   Period of the Trust  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   90
         22.15   Applicability of Plan  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   91
         22.16   Misstatement of Age  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   91
         22.17   Return of Contributions to the Employer  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   91
         22.18   Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   91






                                       54
   9
                              LIST OF DEFINITIONS



Definition                                 Section     Page    Definition                                       Section     Page
                                                                                                              
Account                                    2.01        2       Investment Fund                                  2.28         8
Accrued Benefit                            2.02        3       Investment Manager                               2.29         8
Administrator                              2.03        3       K-Test Average Contribution Percentage           2.30         8
Affiliated Service Group                   2.04        3       K-Test Contribution Percentage                   2.31         9
Age                                        2.05        3       K-Test Contributions                             2.32         9
Anniversary Date                           2.06        3       Key Employee                                     19.02(d)     84
Annual Compensation                        2.07        3       Late Retirement                                  9.01         49
Annual Additions                           7.01(a)     38      Leased Employee                                  2.33         9
Annuity Starting Date                      2.08        4       Limitation Year (Special 415 Def.)               7.01(j)      43
Beneficiary                                2.09        4       Limitation Year                                  2.34         10
Board of Directors                         2.10        4       M-Test Contributions                             2.37         10
Code                                       2.11        4       M-Test Average Contribution Percentage           2.35         10
Compensation                               2.07        3       M-Test Contribution Percentage                   2.36         10
Compensation (Special 413 Def.)            7.01(b)     38      Matching Contribution                            2.38         10
Contingent Beneficiary                     2.12        4       Maximum Permissible Amount                       7.01(k)      43
Controlled Group                           2.13        4       Named Fiduciary                                  2.39         10
Davis-Bacon Employee                       2.18        5       Net Profit                                       2.40         10
Davis-Bacon Account                        2.01(f)     2       Non-Highly Compensated Employee                  2.41         11
Davis-Bacon Contribution Schedule          5.08        24      Non-Key Employee                                 19.02(d)     84
Defined Contribution Dollar Limitation     7.01(e)     41      Normal Retirement Age                            2.42         11
Defined Benefit Fraction                   7.01(d)     40      Normal Retirement Date                           2.43         11
Defined Benefit Dollar Limitation          7.01(c)     40      Normal Retirement                                9.01         49
Defined Contribution Fraction              7.01(f)     41      One Percent Owner                                19.02(e)     85
Determination Period                       19.02(b)    84      One Year Break in Service                        3.05         16
Determination Date                         19.02(a)    84      Participant Rollover Account                     2.01(c)      2
Disability                                 2.14        4       Participant Elective Deferral Account            2.01(a)      2
Disability Retirement                      9.02        49      Participant Voluntary Contri. Account            2.01         2
Effective Date                             2.15        5       Participant                                      2.44         11
Elective Deferral                          2.16        5       Permissive Aggregation Group                     19.02(f)     85
Eligibility Service                        3.02        13      Plan Year                                        2.47         11
Eligibility Computation Period             3.01        13      Plan Sponsor                                     2.48         11
Eligible Employee                          2.17        5       Plan Administrator                               2.03         3
Employee                                   2.18        4       Plan                                             2.45         11
Employer Matching Contribution Account     2.01(d)     2       Present Value                                    19.02(g)     86
Employer Profit-Sharing Cont. Account      2.01(e)     2       Prevailing Wage Law                              5.08         25
Employer                                   2.18        5       Prior Plan                                       2.48         11
Employer (Special 415 Def.)                7.01(g)     42      Projected Annual Benefit                         7.01(l)      44
Employment Commencement Date               3.03        13      QDRO: Domestic Relations Order                   20.11(b)     99
Entry Date                                 2.20        5       QDRO: Alternate payee                            20.11(a)     99
ERISA                                      2.21        6       QDRO: Qualified Domestic Relations Order         20.11(c)     99
Excess M-Test Contributions                5.013(c)    28      Qualified Matching Contribution                  2.49         11
Excess Amount                              7.01(h)     42      Qualified Non-Elective Contribution              2.50         11
Excess Deferrals                           5.13(a)     28      Re-employment Commencement Date                  3.06         16
Excess K-Test Contributions                5.13(b)     28      Required Aggregation Group                       19.02(h)     86
Excess Combined-Test Contributions         5.13(d)     29      Salaried Employee                                2.18         5
Excluded Employee                          2.22        6       Salary Reduction Agreement (Def.)                5.01(a)      21
Family Member                              2.23        6       Subsequent Eligibility Computation Period        3.01(b)      13
Fiduciary                                  2.24        6       Super Top-Heavy Minimum Required Alloc.          19.04        91
Financial Hardship                         8.02        46      Super Top-Heavy                                  19.02(i)     86
Five Percent Owner                         19.02(c)    84      Termination of Employment                         3.07        16
Former Participant                         2.25        7       Top-Heavy                                        19.02(j)     86
Gibbons Employer                           2.19        5       Top-Heavy Minimum Required Allocation            19.03        89
Group Under Common Control                 2.26        7       Top-Heavy Compensation                           19.02(l)     87
Highly Compensated Employee                2.27        7       Top-Heavy Ratio                                  19.02(m)     87
Hourly Employee                            2.19        5       Top-Heavy Valuation Date                         19.02(n)     89
Hours of Service                           3.04        13      Top-Heavy Average Monthly Comp.                  19.02(k)     86
Immediate and Heavy Financial Need         80.3        47      Trust                                            2.51         11






                                       55
   10

                                                                                                              
Individual Medical Benefit Account         7.01(i)     42      Trust Fund                                       2.52         12
Initial Eligibility Computation Period     3.01(a)     13      Trustee                                          2.53         12
Valuation Date                             2.54        12

Definition                                 Section     Page
Valuation Date                             2.54        12
Vested Accrued Benefit                     2.55        12
Vested Amounts                             11.01       61
Vested Interest                            2.55        12
Vesting Computation Period                 3.08        17
Year of Eligibility Service                3.10        17
Year of Service                            3.09        17
Year of Vesting Service                    3.11        17






                                       56
   11
                                   ARTICLE I

                         ESTABLISHMENT AND RESTATEMENT


         1.01    ESTABLISHMENT:  This Plan is signed and executed on the day
set forth at the end of this Plan, effective for all purposes (except as
specifically set forth hereafter) as of January 1, 1989.  This Plan is by and
between Gibbons & Reed Company, a corporation organized and existing under the
laws of the State of Utah, with principal offices located at Salt Lake City,
Utah, hereinafter referred to as the "Plan Sponsor", and Gibbons & Reed Company
as the Plan Administrator. With the consent of Gibbons & Reed Company this Plan
may be adopted by other affiliated Employers.

         1.02    HISTORY:  This Plan is an amended plan in restated form, the
original plan having been adopted effective on December 30, 1955, and having
been most recently amended and restated in its entirety effective January 1,
1987, as the Gibbons Company Profit Sharing and Retirement Plan ("Prior Plan").

         1.03    INTENT:  Gibbons & Reed Company intends by this Plan to amend
and restate the Prior Plan for the benefit of its Employees who shall meet the
eligibility requirements hereinafter set forth and for the benefit of the
beneficiaries of such Employees, respectively, as hereinafter provided.
Gibbons & Reed Company further intends that this Plan meet all the requirements
of the Internal Revenue Code of 1986 ("Code") and the Employee Retirement
Income Security Act of 1974 ("ERISA").  The Plan shall be interpreted, wherever
possible, to comply with the terms of the Code and ERISA and all formal
regulations and rulings issued thereunder.

         1.04    LIMITATION ON APPLICABILITY:  The provisions of this Plan
shall apply only to persons who are or who become Participants in this Plan on
or after the Effective Date.  Except as specifically provided in this Plan, the
provisions of the Prior Plan will continue to apply to persons who are Former
Participants on the Effective Date, unless and until such time as such persons
may again become Participants in this Plan.





                                       57
   12
                                   ARTICLE II

                              DEFINITIONS OF TERMS


         As used in this Plan and Trust Agreement, the following words and
phrases shall have the meanings indicated, unless the context clearly requires
another meaning.

         2.01    "ACCOUNT" shall mean the Account established and maintained by
the Plan Administrator for a Participant with respect to any interest in the
Investment Fund.  Each Participant's Account shall be credited or charged with
contributions, distributions, earnings and losses as provided herein.  The
following separate sub-accounts shall be established for each Participant, as
applicable, and in the aggregate they shall constitute the Participant's
Account:

         (a)     "PARTICIPANT ELECTIVE DEFERRAL ACCOUNT" shall mean the Account
                 which is attributable to the contributions made by the
                 Employer pursuant to an election by the Participant under
                 Section 5.01

         (b)     "PARTICIPANT VOLUNTARY CONTRIBUTION ACCOUNT" shall mean the
                 Account which is attributable to after-tax contributions made
                 by the Participant to the Plan after December 31, 1986, if
                 any.

         (c)     "PARTICIPANT ROLLOVER ACCOUNT" shall mean the Account which is
                 attributable to contributions received pursuant to Section
                 5.05.

         (d)     "EMPLOYER MATCHING CONTRIBUTION ACCOUNT" shall mean the
                 Account which is attributable to matching contributions made
                 by the Employer pursuant to Section 5.06.

         (e)     "EMPLOYER PROFIT-SHARING CONTRIBUTION ACCOUNT" shall mean the
                 Account which is attributable to the Profit-Sharing
                 contributions made by the Employer pursuant to Section 5.07.
                 This Account shall also include (but separately account for)
                 all after-tax voluntary contributions made by the Participant
                 prior to January 1, 1987.

         (f)     "DAVIS-BACON ACCOUNT" shall mean the Account which is
                 attributable to Employer Davis-Bacon Contributions, together
                 with all assets transferred from any predecessor Davis-Bacon
                 Plan.

The maintenance of separate sub-accounts is for accounting purposes only and
segregation of the assets of the Plan shall not be required.

         2.02    "ACCRUED BENEFIT" shall mean, as of any date, the sum of the
values in each of a Participant's Accounts as of the most recent preceding
Valuation Date, plus any contributions to and minus any distributions from the
Accounts since the Valuation Date, plus the cash surrender value of all
Insurance Contracts and allocated annuity contracts purchased for a
Participant.





                                       58
   13
         2.03    "ADMINISTRATOR OR PLAN ADMINISTRATOR" shall mean the person,
persons, or corporation administering this Plan, as provided in Article XIII
hereof, and any successor or successors thereto.

         2.04    "AFFILIATED SERVICE GROUP" shall mean a group of corporations,
partnerships, or other organizations which is an affiliated service group as
defined in Code Section 414(m).

         2.05    "AGE" shall mean a person's attained age in completed years
and months as of the date determined.

         2.06    "ANNIVERSARY DATE" shall be the first day of each Plan Year.

         2.07    "ANNUAL COMPENSATION" OR "COMPENSATION" shall mean the amount
of all salary payments and wages for personal services rendered which is paid to
an Employee during the Plan Year by a Gibbons Employer, including overtime pay,
commissions and bonuses.  Compensation shall be determined before deductions for
federal income taxes, state income taxes and Social Security (FICA) taxes,
before deductions for contributions by salary reduction to this Plan or any
other plan that meets the requirements of Code Sections 401(k) or 125 and are
sponsored by a Gibbons Employer, before deductions for Participant contributions
to any insurance program sponsored by a Gibbons Employer and before deferral
pursuant to any written contract of deferred compensation between the
Participant and a Gibbons Employer.  Compensation shall not include director's
fees, allowances or reimbursements for expenses, relocation payments,
merchandise and service discounts, the value of insurance coverage, automobile
or mileage allowances, parking, public transportation payments, or benefits in
the form of property or the use of property or other fringe benefits.  Unless
specifically included by this Section, payments or contributions to or for the
benefit of a Participant under any deferred compensation plan, pension, profit
sharing, group life or health insurance, hospitalization or other employee
benefit plan and any lump sum amounts paid at termination of employment (on
account of such termination), such as severance pay, vacation and sick leave
cash-outs, shall not be included in Compensation. For purposes of a contribution
or an allocation under the Plan based on compensation, Annual Compensation shall
only include amounts actually paid an Employee during the period he is a
Participant in the Plan and shall be further apportioned according to the period
the Employee is designated in a sub-category under Section 2.18.

If a Participant is credited with at least one (1) Hour of Service in a Plan
Year beginning after December 31, 1988, the Participant's Annual Compensation
taken into account for that Plan Year and any succeeding Plan Year shall not
exceed two hundred thousand dollars ($200,000), or such greater amount adjusted
at the same time and in the same manner as the benefit limitation for defined
benefit plans under Code Section 415(b)(1)(A).  For Plan Years beginning after
December 31, 1993, the Plan shall substitute the amount "one hundred fifty
thousand dollars ($150,000)" for the amount "two hundred thousand dollars
($200,000)" wherever it appears in this Section.  The one hundred fifty
thousand dollar amount shall be adjusted each Plan Year as provided in Code
Section 401(a)(17(B).  For any short Plan Year the Annual Compensation limit
shall be an amount equal to the Annual Compensation limit for the calendar year
in which the Plan Year begins, multiplied by the ratio obtained by dividing the
number of full months in the short Plan Year by twelve (12).

In applying the limitations of this Section the family group of a Highly
Compensated Employee who is





                                       59
   14
subject to the Family Member aggregation rules of Code Section 414(q)(6)
because the Employee is either a "five percent owner" of the Employer or one of
the ten (10) Highly Compensated Employees paid the greatest Compensation (as
defined in Section 7.01(b)) during the Plan Year shall be treated as a single
Participant, except that Family Members shall include only the Participant's
spouse and any lineal descendants who have not attained the age of nineteen
(19) before the close of the Plan Year.  If, upon application of the above
family aggregation rules, the Annual Compensation limitation is exceeded, then
the limitation shall be prorated among the affected Family Members in
proportion to each Family Member's Annual Compensation prior to the application
of this limitation, or the limitation shall be adjusted pursuant to any other
method permitted by regulations.

         2.08    "ANNUITY STARTING DATE" shall mean the first day of the first
month for which an amount is payable, or the date on which a benefit is
actually paid or begins to be paid.

         2.09    "BENEFICIARY" shall mean any person, persons, or trust
designated by a Participant on a form as the Plan Administrator may prescribe
to receive any death benefit that may be payable hereunder if such person or
persons survive the Participant.  This designation may be revoked at any time
in similar manner and form.  In the event of the death of the designated
Beneficiary prior to the death of the Participant, the Contingent Beneficiary
shall be entitled to receive any death benefit.

         2.10    "BOARD OF DIRECTORS" shall mean:

         (a)     In the case of a corporation, its Board of Directors; or

         (b)     In the case of a partnership or joint venture, its controlling
partners.

         2.11    "CODE" shall mean the Internal Revenue Code of 1986, as
amended.


         2.12    "CONTINGENT BENEFICIARY" shall mean the person, persons, or
trust duly designated by the Participant to receive any death benefit from the
Plan in the event the designated Beneficiary does not survive the Participant.

         2.13    "CONTROLLED GROUP" shall mean a group of corporations which
constitutes a controlled group of corporations as defined in Code Section
414(b).

         2.14    "DISABILITY" shall mean the resignation or dismissal prior to
Normal Retirement Age of a Participant whom the Administrator determines to
have become permanently unable to discharge his assigned duties as a result of
mental or physical disease or condition which can be expected to result in
death or which can be expected to last for a continuous period of indefinite
duration.  In making such determination, the Administrator shall employ a
doctor who is licensed and qualified to practice medicine in any State to
examine the Participant and then issue an opinion as to the disability of the
Participant involved.  In the event a difference shall arise between the
Participant and the Administrator as to the existence of such total and
permanent disability, the issue concerning such disability shall be resolved by
a majority decision of three doctors, one to be appointed by the Administrator,
one by the Participant





                                       60
   15
claiming  such disability, and the third by the two thus first appointed.  The
decision of the majority of such three doctors as to the existence of such
total and permanent disability shall be final and conclusive.  Notwithstanding
the foregoing, a Participant who is eligible to receive Social Security
disability payments shall be deemed to be disabled without further proof.

         2.15    "EFFECTIVE DATE" shall mean January 1, 1989, the effective
date of this restated Plan.  All provisions of this Plan shall be effective as
of that date unless an alternative date is specifically provided.

         2.16    "ELECTIVE DEFERRAL" shall mean a contribution to the Plan
under a cash or deferred arrangement as defined in Code Section 401(k) to the
extent not includable in gross income, which is made pursuant to an Employee
Deferral Election.

         2.17    "ELIGIBLE EMPLOYEE" shall mean any Employee who is not an
Excluded Employee.

         2.18    "EMPLOYEE" shall mean any person who is employed by a Gibbons
Employer in a capacity other than solely as a director.  The term "Employee"
shall also include a Leased Employee of a Gibbons Employer. For purposes of
this Plan an "Employee" shall be further designated as a "Salaried Employee,"
"Hourly Employee" or "Davis-Bacon Employee."  "Salaried Employee" shall mean an
Employee who is compensated on a salary basis and "Hourly Employee" shall mean
an Employee who is compensated on an hourly basis.  "Davis-Bacon Employee"
shall mean an Employee who renders services to the Employer pursuant to a
contract or contracts subject to a Prevailing Wage Law (as that term is defined
in Section 5.08).  Each Employee shall be designated under one or more of the
above sub-categories, however no Employee shall be designated in the "Salaried
Employee" sub-category and any other sub-category at the same time.

         2.19    "EMPLOYER" OR "GIBBONS EMPLOYER" shall mean the Plan Sponsor
and any other entity who, with the authorization of the Plan Sponsor, may adopt
this Plan.  Solely for purposes of determining Eligibility Service, Years of
Vesting Service and One Year Breaks in Service, any entity not adopting this
Plan which, together with the Plan Sponsor, is a member of a Controlled Group,
Group Under Common Control, or Affiliated Service Group shall also be treated
as an Employer for the period of time during which such entity was a member of
such group.  Gibbons Employers may, at the option of the Plan Sponsor, be
identified by a list attached as an addendum to this Plan, or through separate
participation agreements, which reflect adoption by the Gibbons Employer of
this Plan.

         2.20    "ENTRY DATE" shall mean, solely for purposes of participation
under Article IV, the date an Employee became or becomes a Participant in the
Plan.  Entry Dates occur on the each January 1 and July 1.  For all other Plan
purposes, including benefit accrual and amendment to Salary Reduction
Agreements "Entry Date" shall mean the first day of each calendar quarter.  The
Plan shall also provide for a one-time special Entry Date of August 1, 1993,
for Hourly Employees who execute written Salary Reduction Agreements by the
time required in Section 4.01(e).

         2.21    "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

         2.22    "EXCLUDED EMPLOYEE" shall mean a member of that class of
Employees who are not eligible





                                       61
   16
to participate in the Plan or accrue any benefit under the Plan, regardless of
the number of hours worked. The class of such Employees includes:

         (a)     Employees whose employment is governed by the terms of a
                 collective bargaining agreement between Employee
                 representatives and the Employer under which retirement
                 benefits were the subject of good faith bargaining between
                 said Employee representatives and the Employer.

         (b)     Individuals who are employed by the Employer in the following
classifications:

                 (i)      consultant, or

                 (ii)     independent contractor.

         2.23    "FAMILY MEMBER" shall mean, with respect to any Employee, the
Employee's spouse and lineal ascendants or descendants and the spouses of such
lineal ascendants and descendants.

         2.24    "FIDUCIARY" shall mean and include the Trustee, Plan
Administrator, Plan Sponsor, Investment Manager, and any other person or
corporation who:

         (a)     Exercises any discretionary authority or discretionary control
                 respecting management of the Plan or exercises any authority
                 or control respecting management or disposition of its assets;

         (b)     Renders investment advice for a fee or other compensation,
                 direct or indirect, with respect to any moneys or other
                 property of the Plan, or has any authority or responsibility
                 to do so;

         (c)     Has any discretionary authority or discretionary
                 responsibility in the administration of the Plan; or

         (d)     Is described as a "fiduciary" in Sections 3(14) or (21) of
                 ERISA or is designated to carry out fiduciary responsibilities
                 pursuant to this agreement to the extent permitted by Section
                 405(c)(1)(B) of ERISA.

         2.25    "FORMER PARTICIPANT" shall mean an individual who was an
active Participant in the Plan and who retains and is entitled to receive an
Accrued Benefit under the Plan.

         2.26    "GROUP UNDER COMMON CONTROL" shall mean a group of trades or
businesses (whether or not incorporated) which are under common control as
defined in Code Section 414(c).

         2.27    "HIGHLY COMPENSATED EMPLOYEE" shall mean, for any Plan Year,
an Employee, other than a non-resident alien receiving no earned income from
the Employer from sources within the United States, who, during such year or
the preceding year:

        (a)     Was at any time a Five Percent Owner (as defined in Section
                19.02(c)); or





                                       62
   17
         (b)     Received Compensation from the Employer in excess of
                 seventy-five thousand dollars ($75,000); or

         (c)     Received Compensation from the Employer in excess of fifty
                 thousand dollars ($50,000) and was in the group consisting of
                 the top twenty percent (20%) of the Employees when ranked on
                 the basis of Compensation paid during such year; or

         (d)     Was at any time an officer and received Compensation greater
                 than fifty percent (50%) of the amount in effect under Code
                 Section 415(b)(1)(A) for such year or was the highest paid
                 officer if no officer received compensation greater than that
                 level.  For purposes of this Paragraph, no more than fifty
                 (50) Employees (or, if lesser, the greater of three (3) or ten
                 percent (10%) of the number of Employees) shall be treated as
                 officers.

A former Employee who was a Highly Compensated Employee upon separation from
service or at any time after attaining Age fifty-five (55) shall be treated as
a Highly Compensated Employee.

For purposes of the above, an Employee not described in (b), (c) or (d) for the
preceding year shall not be treated as described in (b),(c) or (d) unless such
Employee is in the group consisting of the top one hundred (100) Employees when
ranked on the basis of Compensation paid during the Plan Year.

For purposes of the above, with respect to an Employee who is a Family Member
of a Five Percent Owner or of one of the ten (10) most Highly Compensated
Employees, such Family Member and the Five Percent Owner or top-ten Highly
Compensated Employee shall be treated as a single employee receiving the
Compensation and plan contributions or benefits of both the Family Member and
the Five Percent Owner or top-ten Highly Compensated Employee.

For purposes of the above, Compensation is defined as in Section 7.01(b) of
this Plan, but shall include contributions made by the Employer to a plan of
deferred compensation otherwise excluded in Section 7.01(b).  The dollar
amounts in paragraphs (b) and (c) shall be adjusted at the same time and in the
same manner as the benefit limitation for defined benefit plans under Code
Section 415(b)(1)(A).

For purposes of determining the number of Employees in (c) and (d) above, the
following shall be excluded:  Employees who have not completed six (6) months
of service; Employees who normally work less than seventeen and one-half (17
1/2) hours per week; Employees who normally work not more than six (6) months
per year; Employees who have not attained Age twenty-one (21); and Employees
described in Section 2.21(a) and (b), except as provided in Regulations issued
under Code Section 414(q).

The Employer may, at his discretion, elect to use the calendar year calculation
method for determining who is a Highly Compensated Employee, as described in
Regulations issued under Code Section 414(q), provided that such method is
uniformly applied for all Plan Years and for all plans of the Employer.  The
Employer may, at his discretion, elect to use the transition rules for
determining who is a Highly Compensated Employee for the Plan Years beginning
in 1987 and 1988, as described in Regulations issued under Code Section 414(q),
provided that such rules are uniformly applied for all plans of the Employer.





                                       63
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         2.28    "INVESTMENT FUND" shall mean all assets of the Trust Fund.

         2.29    "INVESTMENT MANAGER" shall mean any Fiduciary (other than a
Trustee or Named Fiduciary) who:

         (a)     Has the power to manage, acquire or dispose of any asset of
                 the Plan;

         (b)     Is (i) registered as an investment advisor under the
                 Investment Advisors Act of 1940; (ii) a bank as defined in
                 that Act; or (iii) is an insurance company qualified to
                 perform services described in Subsection (a) above under the
                 laws of more than one state; and

         (c)     Has acknowledged in writing that he is a Fiduciary with
                 respect to the Plan.

         2.30    "K-TEST AVERAGE CONTRIBUTION PERCENTAGE" shall mean the
average (expressed as a percentage) of the K-Test Contribution Percentages of
the Participants in a group.

         2.31    "K-TEST CONTRIBUTION PERCENTAGE" shall mean the ratio
(expressed as a percentage) of a Participant's K-Test Contributions for a Plan
Year to the Participant's Compensation for the Plan Year, provided that, if a
Participant is a Highly Compensated Employee for whom the family aggregation
rules in Section 2.22 apply, the K-Test Contribution Percentage shall be
determined by combining the K-Test Contributions and compensation of all
eligible Family Members. For this purpose, Compensation is defined as in
Section 7.01(b) of the Plan.

         2.32    "K-TEST CONTRIBUTIONS" shall mean, for any Plan Year, a
Participant's Elective Deferrals, less any of the Participant's Elective
Deferrals included as M-Test Contributions, plus, if so elected by the
Employer, part or all of the Qualified Non-Elective Contributions and Qualified
Matching Contributions allocated to the Participant for such year, provided
that, any Qualified Non-Elective Contributions included as K-Test Contributions
shall not increase the difference between the K-Test Average Contribution
Percentage for Highly Compensated Employees and the K-Test Average Contribution
Percentage for Non-Highly Compensated Employees; and, further provided that, no
Qualified Non-Elective Contributions or Qualified Matching Contributions
included as K-Test Contributions shall be included as M-Test Contributions.

         2.33    "LEASED EMPLOYEE" shall mean any person who, pursuant to an
agreement between the Gibbons Employer and any other person or organization
(leasing organization) has performed services for the Employer (or for the
Gibbons Employer and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one (1)
year and such services are of a type historically performed by employees in the
business field of the Gibbons Employer.

Contributions or benefits provided by the leasing organization which are
attributable to services performed for the Employer shall be treated as
provided by the Employer.  If such leased employees constitute not more than
twenty percent (20%) of the Gibbons Employer's non-highly compensated work
force within the meaning of Code Section 414(n)(5)(C)(ii), the preceding
sentence shall not apply to any Leased Employee who is covered by a money
purchase pension plan providing:





                                       64
   19
         (a)     A non-integrated employer contribution rate of at least ten
                 percent (10%) of compensation; and

         (b)     Immediate participation with respect to any person who has
                 received compensation from the leasing organization of at
                 least one thousand dollars ($1,000) in any one of the four
                 most recent plan years of such plan; and

         (c)     Full and immediate vesting.

         2.34    "LIMITATION YEAR" shall mean the Plan Year, unless the
Employer elects a different twelve (12) month period.

         2.35    "M-TEST AVERAGE CONTRIBUTION PERCENTAGE" shall mean the
average (expressed as a percentage) of the M-Test Contribution Percentages of
the Participants in a group.

         2.36    "M-TEST CONTRIBUTION PERCENTAGE" shall mean the ratio
(expressed as a percentage) of a Participant's M-Test Contributions for a Plan
Year to the Participant's Compensation for the Plan Year, provided that, if a
Participant is a Highly Compensated Employee for whom the family aggregation
rules in Section 2.22 apply, the M-Test Contribution Percentage shall be
determined by combining the M-Test Contributions and compensation of all
eligible Family Members.  For this purpose, Compensation is defined as in
Section 7.01(b) of the Plan.

         2.37    "M-TEST CONTRIBUTIONS" shall mean, for any Plan Year, a
Participant's Employee Contributions, Matching Contributions and
Recharacterized Contributions, less any of the Participant's Qualified Matching
Contributions included as K-Test Contributions, plus, if so elected by the
Employer, part or all of the Qualified Non-Elective Contributions and Elective
Deferrals allocated to the Participant for such year, provided that, any
Qualified Non-Elective Contributions included as M-Test Contributions shall not
increase the difference between the M-Test Average Contribution Percentage for
Highly Compensated Employees and the M-Test Average Contribution Percentage for
Non-Highly Compensated Employees; and, further provided that, no Qualified
Non-Elective Contributions or Elective Contributions included as M-Test
Contributions shall be included as K-Test Contributions.

         2.38    "MATCHING CONTRIBUTION" shall mean any Employer contribution
made to the Plan on behalf of an Employee on account of an Employee's Elective
Deferral, but excluding, for Plan Years beginning after December 31, 1988, any
contribution used to meet the minimum required allocation under Section 19.03
or 19.04.

         2.39    "NAMED FIDUCIARY" shall mean the Plan Administrator and any
Committee appointed and so designated by the Plan Administrator.

         2.40    "NET PROFIT" shall mean the current and accumulated earnings
of the Employer as reflected by its books of account for the particular fiscal
year according to generally accepted accounting principles, consistently
applied, prior to the provision for federal and state income tax, without
increase or decrease due to corrections or adjustments subsequently made, but
excluding the cost of contributions made under





                                       65
   20
this Plan or any other qualified plan.

         2.41    "NON-HIGHLY COMPENSATED EMPLOYEE" shall mean an Employee who
is neither a Highly Compensated Employee nor a Family Member of a Highly
Compensated Employee required to be aggregated under the family aggregation
rules in Section 2.22.

         2.42    "NORMAL RETIREMENT AGE" shall mean Age 65.

         2.43    "NORMAL RETIREMENT DATE" shall mean the first day of the
calendar month coinciding with or next following a Participant's Normal
Retirement Age.

         2.44    "PARTICIPANT" shall mean any Employee who on or after the
Effective Date meets the requirements for participation hereunder.  An Employee
who has satisfied such requirements, has not become an Excluded Employee and
has not terminated employment shall be considered to be an "active" Participant
so long as there is in effect a Salary Reduction Agreement whereby the
Participant has agreed to have contributions made to this Plan through Elective
Deferrals or the Participant qualifies as a Davis-Bacon Employee or Salaried
Employee and has not executed an election not to participate pursuant to
Section 4.06.

         2.45    "PLAN" shall mean the Plan as stated herein and as may be
amended from time to time, denominated the "Gibbons Company Profit Sharing and
Retirement Plan.

         2.46    "PLAN SPONSOR" shall mean Gibbons & Reed Company.

         2.47    "PLAN YEAR" shall mean the one year period commencing January
1 and ending December 31.

         2.48    "PRIOR PLAN" shall mean this Plan as it existed prior to the
Effective Date.

         2.49    "QUALIFIED MATCHING CONTRIBUTION" shall mean a Matching
Contribution with respect to which the requirements of Code Section Section
401(k)(2)(B) and (C) are met.

         2.50    "QUALIFIED NON-ELECTIVE CONTRIBUTION" shall mean any Employer
contribution to the Plan other than a Matching Contribution with respect to
which the Employee may not elect to have the contribution paid to the Employee
in cash instead of being contributed to the Plan and the requirements of Code
Section Section  401(k)(2)(B) and (C) are met.

         2.51    "TRUST" shall mean the Trust created under the Prior Plan,
designated as the Gibbons Company Profit Sharing and Retirement Plan Trust, and
continued through a restated and amended Trust Agreement, effective July 1,
1993, with INVESCO Trust Company as Trustee.

         2.52    "TRUST FUND" shall mean all cash, securities, annuity
contracts, Insurance Contracts, real estate and any other property held by the
Trustee pursuant to the terms of this Agreement, together with investment
earnings or losses thereon, less any applicable expenses of the Plan and Trust.





                                       66
   21
         2.53    "TRUSTEE" shall mean the bank, trust company or other
corporation possessing trust powers under applicable State or Federal law, or
one or more individuals, or any combination thereof named as parties hereto, or
any successor Trustee or Trustees hereunder.

         2.54    "VALUATION DATE" shall mean the date on which the Trust Fund
and Accounts are valued, as provided in this Plan.  The following shall be
Valuation Dates:

         (a)     the last day of each Plan Year (the "Anneal Valuation Date");

         (b)     the last day of each month during the Plan Year:

         (c)     any other day designated by the Plan Administrator and set
                 forth in a written notice to the Trustee as the Plan
                 Administrator may consider necessary or advisable to provide
                 for the orderly and equitable administration of the Plan.

         2.55    "VESTED INTEREST" or "VESTED ACCRUED BENEFIT" shall mean the
portion of a Participant's Accrued Benefit which is non-forfeitable.





                                       67
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                                  ARTICLE III

                         SERVICE DEFINITIONS AND RULES


         3.01    "ELIGIBILITY COMPUTATION PERIOD" shall mean the period used to
measure Eligibility Service and Breaks in Service for purposes of eligibility
to begin and maintain participation in the Plan.

         (a)     "INITIAL ELIGIBILITY COMPUTATION PERIOD" shall mean, for any
                 Employee in any Plan Year in which a Year of Eligibility
                 Service is required, the twelve (12) consecutive month period
                 which begins on the Employee's Employment Commencement Date or
                 Re-employment Commencement Date.

         (b)     "SUBSEQUENT ELIGIBILITY COMPUTATION PERIOD" shall mean, for
                 any Employee in any Plan Year in which a Year of Eligibility
                 Service is required, the Plan Year beginning with or within
                 the Initial Eligibility Computation Period and succeeding Plan
                 Years.

For any Plan Year in which less than a Year of Eligibility Service is required
for participation, the Eligibility Computation Period shall be determined from
the Employee's Employment Commencement Date or Re-employment Commencement Date.

         3.02    "ELIGIBILITY SERVICE" shall mean service for any period during
which an Employee receives credit for Hours of Service for a Gibbons Employer.

         3.03    "EMPLOYMENT COMMENCEMENT DATE" shall mean the date on which
the Employee first performs an Hour of Service for a Gibbons Employer.

         3.04    "HOUR OF SERVICE" shall mean and be determined as follows:

         (a)     Each hour for which an Employee is paid, or entitled to
                 payment, for the performance of duties for the Employer.
                 These hours shall be credited to the Employee for the year or
                 years in which the duties are performed.

         (b)     Each hour for which an Employee is paid, or entitled to
                 payment, by the Employer on account of a period of time during
                 which no duties are performed (irrespective of whether the
                 employment relationship has terminated) due to vacation,
                 holiday, illness, incapacity (including disability), layoff,
                 jury duty, military duty or Leave of Absence.  Notwithstanding
                 the preceding sentence:

                 (1)      No more than five hundred and one (501) Hours of
                          Service are required to be credited under this
                          paragraph during which the Employee performs no
                          duties (whether or not such period occurs in a single
                          computation period);

                 (2)      An hour for which an Employee is directly or
                          indirectly paid, or entitled to payment,





                                       68
   23
                          on account of a period during which no duties are 
                          performed is not required to be credited to the 
                          Employee if such payment is made or due under a plan 
                          maintained solely for the purpose of complying with
                          applicable workmen's compensation or unemployment 
                          compensation or disability insurance laws; and

                 (3)      Hours of Service are not required to be credited for
                          a payment which solely reimburses an Employee for
                          medical or medically related expenses incurred by the
                          Employee.

                 For purposes of this paragraph (b), a payment shall be deemed
                 to be made by or due from an Employer regardless of whether
                 such payment is made by or due from the Employer directly, or
                 indirectly through, among others, a trust fund or insurer to
                 which Employer contributes or pays premiums and regardless of
                 whether contributions made or due to the trust fund, insurer
                 or other entity are for the benefit of particular Employees or
                 are on behalf of a group of Employees in the aggregate.  Hours
                 under this paragraph (b) shall be calculated and credited
                 pursuant to DOL Reg. Section 2530.200b-2, paragraphs (b) and
                 (c), which are incorporated herein by this reference.

         (c)     Each hour for which back pay, irrespective of mitigation of
                 damages, is either awarded or agreed to by the Employer.  The
                 same Hours of Service shall not be credited both under
                 paragraph (a) or paragraph (p), as the case may be, and under
                 this paragraph (c).  These hours shall be credited to the
                 Employee for the year or years to which the award or agreement
                 pertains rather than the year in which the award, agreement or
                 payment is made.

         (d)     Hours of Service shall be determined on the basis of actual
                 hours for which an Employee is paid, entitled to payment or
                 for which back pay is awarded or agreed to.

         (e)     For Plan Years beginning after December 31, 1984, in the case
                 of an Employee who is absent from work for any period:

                 (1)      By reason of the pregnancy of the Employee;

                 (2)      By reason of the birth of a child of the Employee;

                 (3)      By reason of the placement of a child with the
                          Employee in connection with the adoption of such
                          child by such Employee; or

                 (4)      For purposes of caring for such child for a period
                          beginning immediately following such birth or
                          placement;

                 Hours of Service shall include the Hours of Service which
                 otherwise would normally have been credited to such Employee
                 but for such absence; or in any case in which the Plan is
                 unable to determine the Hours of Service to be credited, eight
                 (8) Hours of Service for each regularly scheduled work day of
                 such absence.  The total number of hours treated as Hours





                                       69
   24
                 of Service under this Section by reason of any pregnancy or 
                 placement shall not exceed five hundred and one (501) hours 
                 less the number of Hours of Service credited to an Employee 
                 pursuant to Subsections (a) through (e) above, for an absence 
                 described in this Subsection (f).  The hours described in this
                 Subsection (f) shall be treated as Hours of Service only in 
                 the computation period in which the absence from work begins, 
                 if an Employee would be prevented from incurring a One-Year 
                 Break in Service in such computation period solely because the
                 period of absence is treated as Hours of Service as provided
                 herein; or in any other case, in the immediately following 
                 computation period.  Notwithstanding the foregoing, no credit 
                 will be given pursuant to this Subsection (f) unless the 
                 Employee furnishes to the Plan Administrator such timely 
                 information as the Plan Administrator may reasonably require 
                 to establish that the absence from work is for reasons 
                 referred to herein, and the number of days for which there was
                 such an absence.

         (f)     Hours of Service shall be aggregated for service with all
                 Gibbons Employers, however, in no event shall duplicate credit
                 be given for the same Hours of Service.

         (g)     The Plan Administrator may use any records to determine Hours
                 of Service which it considers an accurate reflection of the
                 facts.

         (h)     When crediting Hours of Service for Employees who are paid on
                 an hourly basis the Plan Administrator shall use the "actual"
                 method.  For purposes of the Plan, "actual" method shall mean
                 the determination of Hours of Service from records of hours
                 worked and hours for which the Employer makes payment or for
                 which payment is due from the Employer.  When crediting Hours
                 of Service for Employees who are not paid on an hourly basis,
                 the Plan Administrator shall use the "salaried earnings"
                 method.  With respect to an Employee whose Compensation
                 consists primarily of periodic salary payments, "salaried
                 earnings" method shall mean the determination of Hours of
                 Service from records showing payments made to the Employee or
                 payments due to the Employee from the Employer.  In applying
                 the "salaried earnings" method, an Employee who receives
                 credit for four hundred thirty-five (435) hours and for eight
                 hundred seventy (870) hours shall be deemed to have received
                 credit for the equivalent of five hundred (500) Hours of
                 Service and one thousand (1,000) Hours of Service
                 respectively.

         3.05    "ONE YEAR BREAK IN SERVICE" shall mean a twelve (12)
consecutive month period during which an Employee has not completed more than
five hundred (500) Hours of Service, regardless of whether the Employee has
incurred a Termination of Employment.  For purposes of vesting, such twelve
(12) consecutive month periods shall be measured on the same basis as Years of
Vesting Service.  For purposes of eligibility to participate, the Plan shall
not apply any break in service rule.  The following types of absence shall not
constitute a One-Year Break in Service:

         (a)     Temporary leave of absence granted by the Employer for
                 sickness, or extended vacation, provided that persons under
                 similar circumstances shall be treated alike;

         (b)     Absence due to illness or accident while regular remuneration
                 is paid;





                                       70
   25
         (c)     Absence for military service or significant civilian service
                 for the United States, provided the absent Employee returns to
                 service with the Employer within thirty (30) days of his
                 release from such active military duty or service or any
                 longer period during which his right to re-employment is
                 protected by law.

         3.06    "REEMPLOYMENT COMMENCEMENT DATE" shall mean the date on which
an Employee, who has both incurred a Termination of Employment from the
Employer and has had a One Year Break in Service as a result of that
termination, first performs an Hour of Service for the Employer following such
Break in Service.

         3.07    "TERMINATION OF EMPLOYMENT" with respect to any Employee or
Participant shall occur upon the resignation, discharge, death, retirement,
failure to return to active work at the end of an authorized leave of absence
or the authorized extension(s) thereof, failure to return to active work when
duly called following a temporary layoff, or upon the happening of any other
event or circumstance which, under the then current policy of the Gibbons
Employer results in the termination of the employer-employee relationship.
Termination of Employment shall not be deemed to occur merely because of a
transfer between Gibbons Employers.

         3.08    "VESTING COMPUTATION PERIOD" shall mean the twelve (12)
consecutive month period used to measure Years of Vesting Service and Breaks in
Service for purposes of vesting.  The twelve (12) consecutive month period used
for the Vesting Computation Period shall be the Plan Year, provided however,
with respect to the short Plan Year during the period from the day after the
last Saturday in October, 1990 to December 31, 1991, a Participant shall
receive credit for the Year of Vesting Service if he completes 1,000 Hours of
Service during the fiscal year measured from October 28, 1990 to October 26,
1991, and an additional Year of Vesting Service if he completes 1,000 Hours of
Service during the Plan Year period measured from January 1, 1991 to December
31, 1991.

         3.09    "YEAR OF SERVICE" shall mean a twelve (12) consecutive month
period during which an Employee has completed at least one thousand (1000)
Hours of Service.

         3.10    "YEAR OF ELIGIBILITY SERVICE" shall mean for Plan Years
commencing prior to 1988 an Eligibility Computation Period during which an
Employee has completed at least one thousand (1000) Hours of Service.

         3.11    "YEAR OF VESTING SERVICE" shall mean a Vesting Computation
Period during which an Employee has completed at least one thousand (1000)
Hours of Service.  A Participant's Years of Vesting Service shall be determined
based on all Vesting Computation Periods containing or beginning after his
Employment Commencement Date or Re-employment Commencement Date.





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   26
                                   ARTICLE IV

                         ELIGIBILITY AND PARTICIPATION


         4.01    AGE AND SERVICE REQUIREMENTS:

         (a)     Effective July 1, 1993, an Eligible Employee shall be eligible
to participate in this Plan on the first Entry Date coincident with or next
following the date on  which he satisfies all of the following requirements:

                 (i)      attains the Age of twenty-one (21) years; and

                 (ii)     completes a Year of EligibIlity Service; and

                 (iii)    is employed on the Entry Date.

         (b)     Effective July 1, 1993, an Eligible Employee who is also a
Davis-Bacon Employee shall be eligible to participate in this Plan for the
purpose of receiving allocations of Employer Davis-Bacon Contributions only, on
his Employment Commencement Date or his Re-employment Commencement Date.

         (c)     Prior to July 1, 1993, but after the Effective Date, only an
Eligible Employee who is a Salaried Employee and who on the first Entry Date
coincident with or next following the date on which he satisfies all of the
following requirements, shall be eligible to participate in this Plan:

                 (i)      attains the Age of twenty-one (21) years;

                 (ii)     completes a Year of Eligibility Service; and

                 (iii)    is employed on the Entry Date.

         (d)     Prior to the Effective Date an Eligible Employee shall be
eligible to participate as provided in the Prior Plan.

         (e)     An Eligible Employee shall commence participation in the Plan
as an active Participant only upon execution prior to the applicable Entry Date
of a written Salary Reduction Agreement in the manner set forth in procedures
issued by the Plan Administrator.  Notwithstanding the foregoing, an Eligible
Employee who is also a Salaried Employee shall commence participation in the
Plan as an active Participant for purposes of allocations of Employer Profit
Sharing Contributions only, on the Plan Entry Date coincident with or
immediately preceding the date the Salaried Employee satisfies the requirements
of Section 4.01(a) or (c), as applicable.  An Eligible Employee who is also a
Davis-Bacon Employee shall commence participation in the Plan as an active
Participant for purposes of allocations of Employer Davis-Bacon Contributions
only, upon satisfaction of the requirements of Section 4.01(6).  An Employee
who was a Participant in the Prior Plan on the day before The Effective Date
shall continue as a Participant





                                       72
   27
in this Plan on that date.

         4.02    PLAN ADMINISTRATOR TO FURNISH ELIGIBILITY INFORMATION:  As
soon as practicable after each Employee's Employment Commencement Date, the
Plan Administrator shall determine The Entry Date when the Employee shall first
become eligible to participate in the Plan and shall notify each Employee of
his/her eligibility, and of any application or other requirements for
participation.

         4.03    INFORMATION TO BE PROVIDED BY EMPLOYEE:  At the request of the
Plan Administrator, each Eligible Employee shall furnish such information as is
not available from the Employer.  As a condition to participation in the Plan,
the Employee shall first complete, execute and deliver a written Salary
Reduction Agreement as reasonably required by the Plan Administrator.

         4.04    RECLASSIFICATION OF AN ELIGIBLE EMPLOYEE OR EXCLUDED EMPLOYEE:
Any Eligible Employee, whether or not he has previously participated in the
Plan, who was previously classified as an Excluded Employee and is reclassified
as an Eligible Employee shall be eligible to enter the Plan as an active
Participant on the later of the date of his reclassification or the date he
would otherwise join if he had not been classified as an Excluded Employee,
provided he has otherwise satisfied the requirements of Section 4.01.

Any Participant who is reclassified as an Excluded Employee and who, prior to
the reclassification completed one thousand (1000) Hours of Service in the Plan
Year in which such reclassification occurred, shall be treated for purposes of
determining his eligibility for any Employer Contributions to the Plan,
allocation of which is contingent upon such Service, as though the
reclassification had not occurred until the first day of the following Plan
Year.

         4.05    Reemployment and Commencement of Participation: An Eligible
Employee who had met the requirements of Section 4.01(a), (b) or (c) but
terminated employment prior to his Entry Date shall be eligible to become a
Participant on the date he is re-employed by the Employer, but in no event
earlier than the Entry Date he would have joined had he not ceased employment.
An Eligible Employee who was a Participant shall again become a Participant on
the date he is re-employed by the Employer.  The Eligible Employee shall become
an active Participant and commence Elective Deferrals immediately upon
execution of the Salary Deferral Agreement, if it is executed within the time
period specified by the Plan Administrator pursuant to a uniform and
nondiscriminatory policy.  If not so executed, the Participant may become an
active Participant as of the first day of subsequent calendar quarter
thereafter.

         4.06    ELECTION NOT TO PARTICIPATE:  At any time after the Plan
Administrator notifies an Eligible Employee of his eligibility to participate
in this Plan, the Eligible Employee may elect not to become an active
Participant by not executing a Salary Reduction Agreement or (with respect to
Employer Profit Sharing Contributions and Employer Davis-Bacon Contributions)
by indicating on the enrollment form his election not to participate.  The
Employee may later become an active Participant as of the next Entry Date, if
the Employee is then an Eligible Employee, meets the requirements for
participation under this Article IV and completes the appropriate enrollment
form or properly executes a Salary Reduction Agreement.





                                       73
   28
         4.07    EFFECT OF PARTICIPATION:  A Participant who has executed a
Salary Reduction Agreement shall be conclusively deemed to have assented to
this Plan and to any subsequent amendments, and shall be bound thereby with the
same force and effect as if he had formally executed this Plan.





                                       74
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                                   ARTICLE V

                     PARTICIPANT AND EMPLOYER CONTRIBUTIONS


         5.01    ELECTIVE DEFERRALS:

         (a)     Each Participant may elect to defer any whole percentage of
                 the Participant's salary or wages (including overtime pay),
                 subject to a minimum of one percent (1%) and to a maximum
                 percentage established by the Plan Administrator.  Deferral
                 shall be contingent on the Participant completing and
                 executing a written Salary Reduction Agreement.  The Salary
                 Reduction Agreement shall be filed with the Administrator on a
                 form prescribed for this purpose and shall be subject to the
                 following rules:

                 (1)      The Salary Reduction Agreement shall apply to each
                          payroll period during which an effective Salary
                          Reduction Agreement is on file with the
                          Administrator.  Except as provided in paragraph (b)
                          below, the Salary Reduction Agreement shall apply to
                          salary and waged paid, including overtime pay.  It
                          shall not apply to commissions or bonuses.  However,
                          at the Participant's election the Salary Reduction
                          Agreement may apply solely to salary and wages,
                          without regard to overtime pay.

                 (2)      The amount by which the Participant's salary or wages
                          is reduced under the Salary Reduction Agreement may
                          be changed by a Participant no more than quarterly
                          during the Plan Year.  Any change shall be made in
                          writing in accordance with the rules and procedures
                          established by the Administrator.

                 (3)      Salary Reduction Agreements and Amendments to Salary
                          Reduction Agreements shall be effective as of the
                          Entry Date following the date the Salary Reduction
                          Agreement or the Amendment is executed by the
                          Participant and received by the Administrator.

                 (4)      The Administrator may amend or revoke a Salary
                          Reduction Agreement with any Participant at any time
                          if the Administrator determines that a revocation or
                          amendment is necessary to ensure that the
                          Participant's Elective Deferral for any Plan Year
                          will not exceed any Plan limitations.

                 (5)      The Administrator may revoke its Salary Reduction
                          Agreements with all Participants or amend its Salary
                          Reduction Agreements with all Participants on a
                          uniform basis if it determines the Employer will not
                          have sufficient monies to make contributions to the
                          Plan required by the Salary Reduction Agreements.

         (b)     Each Participant may elect by a separate one-time Salary
                 Reduction Agreement to defer and have allocated for a Plan
                 Year all or a portion of any cash bonus attributable to
                 services performed by the Participant for the Employer during
                 the Plan Year and which would be received by the Participant
                 on or before the end of the Plan Year but for the deferral





                                       75
   30
                 election.  A deferral election may not be made with respect to
                 cash bonuses which are currently available on or before the 
                 date the Participant executes the election.  Cash bonuses 
                 attributable to services performed by the Participant during 
                 the Plan Year but which are paid to the Participant after the 
                 close of the Plan year shall be subject to the separate Salary
                 Reduction Agreement as elected by the Participant for that 
                 cash bonus and in effect at the time the cash bonus would have
                 otherwise been received.

         (c)     The Elective Deferral amounts designated by the Participant in
                 the Salary Reduction Agreement shall be withheld and
                 contributed to the Plan by the Employer without regard to Net
                 Profits to the Participant's Participant Elective Deferral
                 Account.  Unless otherwise authorized by the Plan
                 Administrator, contributions made through payroll deductions
                 shall be pursuant to the executed Salary Reduction Agreement
                 form provided by the Plan Administrator.

         5.02    PAYMENT TO TRUSTEE:  The Employer shall transmit to the
Trustee the amounts withheld by it pursuant to Section 5.01 above within thirty
(30) days after the date the amount is withheld.  However, the Employer shall
not transmit to the Trustee any amounts withheld by it during the last quarter
of any Plan Year or pursuant to a deferral election under Section 5.01(b),
which in the Plan Administrator's opinion would cause the Plan to fail to meet
the limitations described in Section 5.12 for that Plan Year.  Such amounts, to
the extent that they will not cause the Plan to fail to meet the limitations
described in Section 5.12, may be transmitted to the Trustee at any time up to
two and one-half (21/2) months after the end of the Plan Year.  Amounts
withheld and not transmitted to the Trustee shall be returned by the Employer
to the respective Participants.

         5.03    SUSPENSION OF DEFERRALS:  Upon written notice filed with the
Plan Administrator at least ten (10) days (or such shorter period determined by
the Plan Administrator) prior to the first day of the payroll period for which
the notice is to be effective, a Participant may suspend his election to have a
portion of his Annual Compensation deferred.  The suspension shall be effective
for the payroll period next following the effective date of the notice.  The
Participant shall nevertheless be considered a Participant hereunder for all
other purposes if his employment continues, however, he shall not be considered
to be an active Participant.

         5.04    NO VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS:  From and after
the Effective Date of this Plan, a Participant shall not be permitted to make
voluntary after-tax contributions to the Plan.  Voluntary after-tax
contributions made prior to the Effective Date shall be allowed as provided in
the Prior Plan, but shall be administered and maintained as provided in this
Plan.

         5.05    ROLLOVER CONTRIBUTIONS BY PARTICIPANTS:  A Participant (or an
Employee who is expected to become a Participant) may rollover directly to this
Plan (or indirectly through an individual retirement account, annuity or bond)
the cash or cash proceeds from the sale of property distributed to the
Participant in the form of a lump sum distribution (and after December 31,1992,
an "eligible rollover distribution" as that term is defined under Code Section
401(a)(31)) from another plan qualified under Code Section 401(a).  For this
purpose after December 31, 1992 this Plan shall be an "eligible retirement
plan" as that term is defined in Code Section 401(a)(31)(D).  The amount shall
be credited to his Participant Rollover Contribution Account,





                                       76
   31
provided:

         (a)     The Participant provides adequate evidence to the Plan
                 Administrator that the amount satisfies the requirements of
                 Code Section 402(a)(5) (Code Section 402(c) after December 31,
                 1992) regarding amounts that may be rolled over;

         (b)     If the amount is rolled over indirectly to this Plan through
                 an individual retirement account, annuity, or bond, the amount
                 does not include life insurance policies, amounts contributed
                 (or deemed to have been contributed) by the Participant or
                 amounts distributed from a Plan not qualified under Code
                 Section 401(a); and

         (c)     If the amount to be rolled over to this Plan was distributed
                 after December 31, 1992, it is received by this Plan as a
                 direct transfer pursuant to Code Section 402(e)(6) or rolled
                 over after distribution to the Participant within sixty (60)
                 days following its distribution.

         5.06    EMPLOYER MATCHING CONTRIBUTIONS:  For each Plan Year the
Employer shall contribute to the Plan an amount, determined without regard to
Net Profits, which will be sufficient to credit the Employer Matching
Contribution Account of each Participant who satisfies the requirements of
Section 6.04, with amounts which, when determined as a percentage of the
Participant's Compensation for the Plan Year, are in total equal to the
percentage amounts shown in the following table:



         Participant's elective                        Percentage of Employer
         deferral percentage:                          Matching Contribution:
                                                            
                 0%                                            0.00%
                 1%                                            0.50%
                 2%                                            1.00%
                 3%                                            1.50%
                 4%                                            2.00%
                 5%                                            2.25%
                 6% or more                                    2.50%


In no event shall the Employer Matching Contribution exceed two and one-half
percent (2.50%) of the Participant's Annual Compensation for the Plan Year;
provided however, that if the Employer makes a Matching Contribution to the
Plan at any time during the Plan Year (such as on a calendar quarter basis),
the two and one-half percent (2.50%) limit of this Section 5.05 shall not be
determined by reference to Annual Compensation for the Plan Year,but by
reference to Compensation paid only during the period to which the Matching
Contribution relates.  Notwithstanding the previous sentence, no contribution
in excess of the maximum amount which would constitute an allowable deduction
for Federal income tax purposes under the applicable provisions of the Code, as
now in force or hereafter amended, shall be required to be made by the Employer
under this Section.

         5.07    EMPLOYER PROFIT SHARING CONTRIBUTIONS:  In addition to the
Employer Matching Contributions made pursuant to Section 5.06 for each Plan
Year, the Employer may contribute, without regard to Net Profits, an amount
determined by its Board of Directors as an Employer Profit Sharing





                                       77
   32
Contribution to the Accounts of Salaried Employees only.  The Employer reserves
the right to increase or decrease the amount of the Employer Profit Sharing
Contribution from year to year, as determined by the Board of Directors.

The amount of the contribution to be credited to the Employer Profit Sharing
Contribution Accounts of the Participants who are Salaried Employees may be
stated in terms of a gross contribution, in which case the amount shall be
reduced by any non-vested forfeitures from Employer Profit-Sharing Contribution
Accounts of the Participants to be allocated during the Plan Year pursuant to
Section 11.05; or the amount may be stated in terms of a net contribution, in
which ease the amount shall be in addition to any such non-vested forfeitures.
In the absence of a direction as to whether the amount of the contribution is
in terms of a gross contribution or a net contribution, it shall be deemed to
be a net contribution.

         5.08    EMPLOYER DAVIS-BACON CONTRIBUTIONS:  The Employer shall
contribute for each Plan Year to the Accounts of all Davis-Bacon Employees,
without regard to net profits, an amount determined according to the most
recent Davis-Bacon Contribution Schedule adopted and approved by the Employer
from time to time.  The Employer shall attach a copy of each such Schedule to
this Plan as adopted, which shall then become a part of this Plan.  If the
Employer has Employees working on more than one project at a time subject to a
Prevailing Wage Law, the Employer may attach a separate Davis-Bacon
Contribution Schedule for each project and designate the Davis-Bacon Employees
for each project in order to comply with the Prevailing Wage Law applicable to
that project.  For purposes of this Section 5.08, "Davis-Bacon Contribution
Schedule" shall mean the schedule of payments required under a Prevailing Wage
Law.  "Prevailing Wage Law" means the Davis-Bacon Act (40 U.S.C.  Section 267a,
et seq.), Service Contract Act or any other statute, ordinance or other
enforceable enactment that requires the Employer to pay its Employees working
on public contracts at wage rates (including fringe benefit payments) not less
than those determined, pursuant to such law, to be prevailing wages for workers
in the geographic area where the contract is being performed who perform
similar tasks.

      5.09    TIME AND METHOD OF PAYMENT OF EMPLOYER MATCHING AND PROFIT SHARING
CONTRIBUTIONS:  All payments of Employer Matching and Profit Sharing
Contributions shall be made directly to the Trustee and shall be paid no later
than the time prescribed by law (including any extensions thereof) for filing
the Employer's Federal income tax return for the Plan Year for which they are
made. The Employer may in its sole discretion, at any time during the Plan
Year, make one or more partial payments to the Trustee on an estimated basis.
Any amount so paid in advance shall be applied against the amount thereafter
determined to be payable by the Employer and shall be credited by the Plan
Administrator to the Participants' respective Employer Contribution Accounts as
of the end of the calendar quarter for which the payment is made.

         5.10    TIME AND METHOD OF PAYMENT OF EMPLOYER DAVIS-BACON
CONTRIBUTIONS:  All payments of Employer Davis-Bacon Contributions shall be
made directly to the Trustee and shall be paid no later than the time
prescribed by law (including any extensions thereof) for filing the Employer's
Federal income tax return for the Plan Year for which they are made.  The
Employer may in its sole discretion, at any time during the Plan Year, make one
or more partial payments to the Trustee on an estimated basis.  Any amount so
paid in advance shall be applied against the amount thereafter determined to be
payable by the Employer and shall be credited at the Employer's direction by
the Plan Administrator to the Participants'





                                       78
   33
Davis-Bacon Accounts as of the end of the calendar quarter (or shorter time,
such as the end of the payroll period) for which the payment is made.

         5.11    EMPLOYER CONTRIBUTION ACCOUNTS:  The Plan Administrator shall
establish and maintain an Employer Matching Contribution Account, as defined in
Section 2.01(d), an Employer Profit Sharing Account as defined in Section
2.01(e) and a Davis-Bacon Account as defined in Section 2.01(f) for each
Participant eligible to receive an Employer Matching Contribution, Employer
Profit Sharing Contribution or Employer Davis-Bacon Contribution. The
establishment of the Accounts is for record keeping purposes only, and a
physical segregation of assets shall not be required.

         5.12    LIMITATIONS ON CONTRIBUTIONS:  Notwithstanding any other
provisions of this Plan, contributions shall be subject to the following
limitations:

         (a)     A Participant's Elective Deferral during any calendar year to
                 this Plan and to all other plans maintained by the Employer or
                 any member of a Controlled Group or Affiliated Service Group
                 to which the Employer belongs shall not exceed seven thousand
                 dollars ($7,000), which amount shall be indexed at the same
                 time and in the same manner as the dollar limitation for
                 defined benefit plans in Code Section 415(b)(1)(A).

         (b)     The K-Test Average Contribution Percentage for Participants
                 who are Highly Compensated Employees shall not exceed in any
                 Plan Year the greater of:

                 (1)      The K-Test Average Contribution Percentage for
                          Participants who are Non-Highly Compensated Employees
                          multiplied by 1.25; or

                 (2)      The lesser of the K-Test Average Contribution
                          Percentage for Participants who are Non-Highly
                          Compensated Employees multiplied by two (2) or the
                          K-Test Average Contribution Percentage for
                          Participants who are Non-Highly Compensated Employees
                          plus two (2).

         (c)     The M-Test Average Contribution Percentage for Participants
                 who are Highly Compensated Employees shall not exceed in any
                 Plan Year the greater of:

                 (1)      The M-Test Average Contribution Percentage for
                          Participants who are Non-Highly Compensated Employees
                          multiplied by 1.25; or

                 (2)      The lesser of the M-Test Average Contribution
                          Percentage for Participants who are Non-Highly
                          Compensated Employees multiplied by two (2) or the
                          M-Test Average Contribution Percentage for
                          Participants who are Non-Highly Compensated Employees
                          plus two (2).

         (d)     In any Plan Year in which the requirements of both (b)(1) and
                 (c)(1) above are not met, the sum of the K-Test Average
                 Contribution Percentage and the M- Test Average Contribution
                 Percentage for Participants who are Highly Compensated
                 Employees shall not exceed the greater of:





                                       79
   34
                 (1)      The sum of:

                          (i)     The greater of the K-Test Average
                                  Contribution Percentage or the M-Test Average
                                  Contribution Percentage for Participants who
                                  are Non-Highly Compensated Employees
                                  multiplied by 1.25; and

                          (ii)    The lesser of the K-Test Average Contribution
                                  Percentage or the M-Test Average Contribution
                                  Percentage for Participants who are
                                  Non-Highly Compensated Employees plus two
                                  (2), but in no event greater than the lesser
                                  of the K-Test Average Contribution Percentage
                                  or the M-Test Average Contribution Percentage
                                  for Participants who are Non-Highly
                                  Compensated Employees multiplied by two (2);
                                  or

                 (2)      The sum of:

                          (i)     The lesser of the K-Test Average Contribution
                                  Percentage or the M-Test Average Contribution
                                  Percentage for Participants who are
                                  Non-Highly Compensated Employees multiplied
                                  by 1.25; and

                          (ii)    The greater of the K-Test Average
                                  Contribution Percentage or the M-Test Average
                                  Contribution Percentage for Participants who
                                  are Non-Highly Compensated Employees plus two
                                  (2), but in no event greater than the lesser
                                  of the K-Test Average Contribution Percentage
                                  or the M-Test Average Contribution Percentage
                                  for Participants who are Non-Highly
                                  Compensated Employees multiplied by two (2).

                 For this purpose, the K-Test Average Contribution Percentage
                 and M-Test Average Contribution Percentage for Participants
                 who are Highly Compensated Employees shall be determined after
                 any distributions or recharacterizations pursuant to Section
                 5.14(a), (b) and (c).

The Employer may aggregate this Plan with one or more other plans for purposes
of applying the tests in (b), (c) and (d) above, in which ease all K-Test
Contributions and M-Test Contributions to all such plans shall be treated as
made under this Plan, provided that, for Plan Years beginning after December
31, 1988, the aggregated plans may not include an Employee Stock Ownership
Plan, and, further provided that, for Plan Years badgering after December 31,
1989, all such aggregated plans must have the same plan year.

         5.13    EXCESS CONTRIBUTIONS:  In accordance with the limitations on
contributions described in Section 5.12, the following amounts shall be treated
as excess contributions under this Plan:

         (a)     EXCESS DEFERRALS:  with respect to any calendar year, amounts
                 designated by Participants in writing as Excess Deferrals not
                 later than the first March 1 following the end of the calendar
                 year, in accordance with such procedures as the Plan
                 Administrator shall specify, less any Excess K-Test
                 Contributions previously distributed or recharacterized for
                 the Plan Year





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   35
                 beginning in the calendar year in which the Excess Deferral is
                 made, pursuant to Section 5.14(b).

         (b)     Excess K-Test Contributions: with respect to any Plan Year,
                 the excess of the aggregate amount of K-Test Contributions
                 actually made on behalf of Highly Compensated Employees for
                 such Plan Year over the maximum amount of such contributions
                 permitted under Section 5.12(b).  The Excess K-Test
                 Contributions of an individual Highly Compensated Employee
                 shall be determined by subtracting from his K-Test
                 Contributions the amount determined by reducing the K-Test
                 Contributions made on behalf of Highly Compensated Employees
                 in order of their K-Test Contribution Percentages beginning
                 with the highest such percentages until the limitations of
                 Section 5.12(b) are met.  If the K-Test Contribution
                 Percentage of a Participant is determined according to Section
                 2.30, the Excess K-Test Contributions shall be allocated among
                 the aggregated Family Members in proportion to the Elective
                 Deferrals of such Family Members.  The Excess K-Test
                 Contributions allocated to a Participant shall be reduced by
                 any Excess Deferrals previously distributed for the calendar
                 year ending with or within the Plan Year in which the Excess
                 K-Test Contributions arose, pursuant to Section 5.14(a).

         (c)     EXCESS M-TEST CONTRIBUTIONS:  with respect to any Plan Year,
                 the excess of the aggregate amount of M-Test Contributions
                 actually made on behalf of Highly Compensated Employees for
                 such Plan Year over the maximum amount of such contributions
                 permitted under Section 5.12(c).  The Excess M-Test
                 Contributions of an individual Highly Compensated Employee
                 shall be determined by subtracting from his M-Test
                 Contributions the amount determined by reducing the M-Test
                 Contributions made on behalf of Highly Compensated Employees
                 in order of their M-Test Contribution Percentages beginning
                 with the highest such percentages until the limitations of
                 Section 5.12(c) are met.  If the M-Test Contribution
                 Percentage of a Participant is determined according to Section
                 2.35, the Excess M-Test Contributions shall be allocated among
                 the aggregated Family Members in proportion to the Employee
                 Contributions and Matching Contributions of such Family
                 Members included as M-Test Contributions.

         (d)     EXCESS COMBINED-TEST CONTRIBUTIONS:  with respect to any Plan
                 Year, the excess of the aggregate amount of the K-Test
                 Contributions actually made on behalf of Highly Compensated
                 Employees for such Plan Year over the maximum amount of such
                 contributions permitted under Section 5.12(d), provided that
                 M-Test Contributions are not reduced.  The Excess
                 Combined-Test Contributions of an individual Highly
                 Compensated Employee shall be determined in the same manner as
                 Excess K-Test Contributions under (b) above, except
                 disregarding the provision for taking into account
                 distributions of Excess Deferrals.

         (e)     EXCESS COMBINED-TEST CONTRIBUTIONS:  with respect to any Plan
                 Year, the excess of the aggregate amount of the M-Test
                 Contributions actually made on behalf of Highly Compensated
                 Employees for such Plan Year over the maximum amount of such
                 contributions permitted under Section 5.12(d), provided that
                 K-Test Contributions are not reduced. The Excess Combined-Test
                 Contributions of an individual Highly Compensated Employee
                 shall





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   36
                 be determined in the same manner as Excess M-Test Contributions
                 under (c) above.

         5.14    CORRECTION OF EXCESS CONTRIBUTIONS:  The Plan provides the
following methods for correcting excess contributions as described in Section
5.13:

         (a)     EXCESS DEFERRALS:  The Plan Administrator shall direct the
                 Trustee to distribute to a Participant from his Participant
                 Elective Deferral Account an amount equal to the Participant's
                 Excess Deferral plus income, if any, allocable thereto.  Such
                 distribution shall be designated by the Plan Administrator as
                 a distribution of an Excess Deferral and shall be made not
                 earlier than the date on which the Trustee receives the Excess
                 Deferral and not later than the first April 15 following the
                 end of the calendar year in which the Excess Deferral is made.

         (b)     EXCESS K-TEST CONTRIBUTIONS:  The Plan Administrator shall
                 direct the Trustee to distribute to a Participant his Excess
                 K-Test Contribution plus income, if any, allocable thereto.
                 Such distribution shall be designated by the Plan
                 Administrator as a distribution of an excess contribution and
                 shall be made after the end of the Plan Year in which the
                 excess contribution arose and within twelve (12) months after
                 the end of such Plan Year.

                 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.

         (c)     EXCESS M-TEST CONTRIBUTIONS:  The Plan Administrator shall
                 direct the Trustee to distribute to a Participant any portion
                 of the Participant's Excess M-Test Contribution, plus income,
                 if any, allocable thereto.  Such distribution shall be
                 designated by the Plan Administrator as a distribution of
                 excess contributions and shall be made after the end of the
                 Plan Year in which the excess contribution arose and within
                 twelve (12) months after the end of such Plan Year.

         (d)     EXCESS COMBINED-TEST CONTRIBUTIONS:  The Plan Administrator
                 shall correct the Excess Combined-Test Contributions in the
                 same manner as for Excess K-Test and M-Test Contributions in
                 (p) and (c) above.

         For purposes of the above, income shall include realized and
         unrealized gains and losses and shall be allocated to excess
         contributions in accordance with Regulations issued by the Secretary.
         Distributions pursuant to the above shall be made without regard to
         any consent by the Participant or Spouse otherwise required under this
         Plan.





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                                   ARTICLE VI

                            ALLOCATIONS TO ACCOUNTS

         6.01    REVALUATION OF ASSETS:  Not less frequently than as of the
Annual Valuation Date each year, the Plan Administrator shall re-value the net
assets of the Investment Fund at their then current fair market value.  At the
Plan Administrator's discretion, applied on a consistent basis, the Plan
Administrator may similarly re-value the net assets of the Investment Fund or
of any of the Accounts in the Investment Fund at the end of a semi-annual,
quarterly, monthly or more frequent period; the last day of such period shall
be referred to as an Interim Valuation Date.  The net investment income or loss
on the Investment Fund since the previous Annual or Interim Valuation Date
shall then be determined.

         6.02    ALLOCATION OF CONTRIBUTIONS AND FORFEITURES:  Contributions
and forfeitures for any period shall be credited to the Accounts of
Participants in the following manner:

         (a)     With respect to Elective Deferral contributions made pursuant
                 to Section 5.01, an amount equal to the Participant's Elective
                 Deferral since the previous Annual or Interim Valuation Date
                 shall be allocated and credited to his Participant Elective
                 Deferral Account.

         (b)     Matching Contributions made pursuant to Section 5.06 shall be
                 allocated on each Annual Valuation Date (and if the Employer
                 makes Matching Contributions on a calendar quarter or other
                 periodic basis, on the last day of each calendar quarter or
                 other period) to each Participant's Account who satisfies the
                 requirements of Section 6.04, in an amount equal to the
                 percentage shown on the table in Section 5.06, but not to
                 exceed two and one-half percent (2.50%) of the Participant's
                 Annual Compensation for the Plan Year.  If the Employer makes
                 a Matching Contribution to the Plan at any time during the
                 Plan Year, the two and one-half percent (2.50%) limit of this
                 Section 6.02(b) shall not be determined by reference to Annual
                 Compensation for the Plan Year, but by reference to
                 Compensation paid only during the period to which the Matching
                 Contribution relates.

         (c)     Forfeitures from Participants' Employer Matching Contribution
                 Accounts to be reallocated pursuant to Section 11.06, shall be
                 allocated on each Annual Valuation Date to each Participant
                 who satisfies the requirements of Section 6.04, based upon the
                 Employer Matching Contribution formula in Section 5.06.  The
                 amount so allocated shall be credited to each Participant's
                 Employer Matching Contribution Account.

         (d)     Employer Profit-Sharing Contributions made pursuant to Section
                 5.07, shall be allocated on each Annual Valuation Date to the
                 Account of each Participant who is a Salaried Employee and who
                 satisfies the requirements of Section 6.04.  The Employer
                 Profit-Sharing Contribution shall be credited to the Employer
                 Profit-Sharing Contribution Accounts of such Participants
                 according to the following formula:

                 (1)      First, the Employer Profit Sharing Contribution shall
                          be allocated in the same ratio that each
                          Participant's Compensation plus Excess Compensation
                          for the Plan Year





                                       83
   38
                 bears to the total Compensation plus Excess Compensation of all
                 Participants for the Plan Year.  The allocation under this
                 sub-paragraph 6.02(d)(1) shall not exceed five and seven-tenths
                 percent (5.7%) (or such applicable old age percentage rate as 
                 provided under the Social Security Act) of each Participant's 
                 Compensation plus Excess Compensation for the Plan Year.  For 
                 purposes of the above allocation formula, "Excess 
                 Compensation" shall mean Compensation in excess of the taxable
                 wage base, as determined under Social Security Act Section 
                 230, in effect on the first day of the Plan Year.

                 (2)      Second, any Employer Profit Sharing Contribution
                          remaining after allocation of all amounts in
                          sub-paragraph 6.02(d)(1) shall be allocated in the
                          same proportion that each Participant's Annual
                          Compensation for the Plan Year bears to the total
                          Annual Compensation of all Participants for the Plan
                          Year.

                 At the time the Employer makes its Profit-Sharing
                 Contribution, the Employer shall designate to the
                 Administrator the Plan Year for which the Profit-Sharing
                 Contribution shall be deemed to have been made (which may be
                 the current Plan Year or the immediately prior or subsequent
                 Plan Year, as the Employer deems appropriate).  If the
                 Employer makes no designation, the Employer Profit-Sharing
                 Contribution shall be deemed to have been made for the Plan
                 Year which begins concurrent with or within the taxable year
                 of the Employer for which the Employer claims a deduction
                 under Code Section 404.

         (e)     Forfeitures from Employer Profit-Sharing Contribution Accounts
                 to be reallocated pursuant to Section 11.05, shall be
                 allocated on each Annual Valuation Date to each Participant
                 who satisfies the requirements of Section 6.04 along with and
                 in the same manner as Employer Profit Sharing Contributions.
                 Such allocated amounts shall be credited to the Employer
                 Profit-Sharing Contribution Accounts of such Participants.

         (f)     Employer Davis-Bacon Contributions made pursuant to Section
                 5.08 shall be allocated to the Account of each Participant who
                 is a Davis-Bacon Employee and who satisfies the requirements
                 of Section 6.04.  The Davis-Bacon Contribution shall be
                 credited to the Accounts of eligible Participants according to
                 the contribution schedule provided under Section 5.08.

         (g)     With respect to contributions made pursuant to Sections 5.04
                 and 5.05, an amount equal to the Participant's voluntary or
                 rollover contributions since the previous Annual or Interim
                 Valuation Date shall be credited to the Participant's
                 Voluntary Contribution Account or Rollover Contribution
                 Account, as the case may be.

         6.03    ADJUSTMENT OF ACCOUNTS:  As of each Annual or Interim
Valuation Date all Participants' and Former Participants' Accounts shall be
adjusted to reflect the contributions and income received, profits and losses,
and distributions and expenses of the Trust Fund since the previous Annual or
Interim Valuation Date.  The adjustments shall be made in the following manner
and order:





                                       84
   39
         (a)     Each Account shall be credited with the contributions
                 allocated to it pursuant to Section 6.02 since the previous
                 Annual or Interim Valuation Date.

         (b)     Each Account shall be charged with any withdrawals or
                 distributions from such Account since the previous Annual or
                 Interim Valuation Date.

         (c)     Each Account which has a non-zero balance after the
                 application of (a) and (b) above, shall be credited (or
                 charged) with its proportionate share of the net investment
                 income (or loss) and expenses since the previous Annual or
                 Interim Valuation Date and interest on any participant loan(s)
                 in the name of the Participant, which has been paid by the
                 Participant since the previous Valuation Date.  The amount to
                 be credited or charged to each Account shall be determined
                 based on the ratio that: (i) the balance in the Account on the
                 previous Annual or Interim Valuation Date less any withdrawals
                 or distributions from the Account since that date bears to
                 (ii) the total of such amounts determined for all Accounts.
                 Notwithstanding the previous sentence, in the sole discretion
                 of the Plan Administrator, the method of allocating the net
                 investment income (or loss) of the Investment Fund may be
                 adjusted to reflect the effect of cash flows into and out of
                 such Accounts (such as contributions, payments on Participant
                 loans, distributions, etc.) based on the length of time
                 between the date of such cash flow and the current Annual or
                 Interim Valuation Date.  Any such adjustment pursuant to the
                 previous sentence shall be made in a uniform and
                 non-discriminatory manner among Participants and/or the types
                 of Accounts.

         6.04    ELIGIBILITY FOR ALLOCATION OF EMPLOYER CONTRIBUTIONS:  The
eligibility of Participants to receive allocations of Employer Matching, Profit
Sharing and Davis-Bacon Contributions for each Plan Year shall be determined in
the following manner:

         (a)     Except as otherwise provided in this Section 6.04, the
                 Administrator shall determine allocations of Employer Matching
                 Contributions on the basis of the Plan Year unless the
                 Employer makes its Matching Contributions on a more frequent
                 periodic basis, such as quarterly. Matching Contributions made
                 on a periodic basis during the Plan Year shall also be
                 allocated on the same periodic basis.  In allocating Matching
                 Contributions to a Participant's Account, the Administrator
                 shall take into account only the Compensation paid the
                 Employee during the period to which the allocation applies and
                 he is a Participant in the Plan with a valid, executed Salary
                 Reduction Agreement in effect and on file with the
                 Administrator.  Employer Matching Contributions for the Plan
                 Year shall be allocated without regard to completion by the
                 Participant during the Plan Year of any minimum Hours of
                 Service.

         (b)     The Administrator shall determine allocations of Employer
                 Profit Sharing Contributions on the basis of the Plan Year.
                 In allocating Profit Sharing Contributions to a Participant's
                 Account, the Administrator shall take into account only the
                 Compensation paid to the Employee during the period he is a
                 Salaried Employee and he is a Participant in the Plan.  Except
                 as provided in Article XIX or unless the Participant
                 terminates employment during the Plan Year because of death,
                 disability or attaining Normal Retirement Age, Employer





                                       85
   40
                 Profit Sharing Contributions shall be allocated only to the 
                 Accounts of eligible Participants who complete a minimum of 
                 1,000 Hours of Service during the Plan Year and who are 
                 employed by the Employer on the last day of the Plan Year.

         (c)     Upon becoming eligible to receive an allocation of Employer
                 Profit-Sharing and/or Matching Contributions, a Participant
                 shall be entitled to an allocation of Employer Profit-Sharing
                 and/or Matching Contributions for the Plan Year and subsequent
                 Plan Years according to the rules in Sections 6.04(a) and (b)
                 above.

         (d)     The Administrator shall allocate Employer Davis-Bacon
                 Contributions to the Account of each Davis Bacon Employee who
                 completes at least one (1) Hour of Service during the Plan
                 Year according to the contribution schedule attached to the
                 Plan pursuant to Section 5.08.  No other minimum service or
                 employment requirement shall apply as a prerequisite to an
                 allocation of Davis-Bacon Contributions.

         6.05    PARTICIPANT DIRECTED INVESTMENTS:  With the prior written
approval of the Employer, a Participant, Former Participant or Beneficiary may
direct the Trustee to invest all or part of any Account so designated by the
Employer in such specific assets as are permitted under the terms of the Trust
Agreement.  However, the Participant may not direct the Trustee to use any
portion of his Account to acquire any property which would be classified as a
"collectible" and result in the investment being considered a distribution to
the Participant under Code Section 408(m) and Regulations thereunder.  That
portion of the Account so directed shall be credited (charged) solely with all
investment earnings (losses) and appreciation (depreciation) thereon, and
charged with any fees or expenses incurred by the Trustee in investing or
administering that portion of the Account.  The portion so directed shall also
be credited with any contributions thereto and charged with any withdrawals or
payments made therefrom.

Any portion of the Account, the investment of which is not directed by the
Participant, shall be invested with other Trust assets pursuant to the
Trustee's discretion.  That portion shall be credited (charged) with its
proportionate share of investment earnings (losses) and appreciation
(depreciation) on the total non-directed assets of the Trust Fund, and charged
with any specific or proportionate share of expenses incurred by the Trustee in
investing or administering that portion of the Account as provided in Section
6.03.  The non-directed portion shall also be credited with any contributions
thereto and charged with any withdrawals or payments therefrom.

For purposes of Section 6.03, any transfers from the non-directed portion of an
Account to the directed portion of the account shall be treated as a withdrawal
from the non-directed portion and a contribution to the directed portion, and
vice versa for transfers from the directed portion to the non-directed portion.

The Plan Administrator and Trustee may establish a reasonable policy regarding
the types of Accounts eligible, minimum balance required, and other reasonable
criteria which must be satisfied in determining whether this option of directed
investments shall be available to a Participant.  The policy shall be in
writing and shall be administered in a uniform and non-discriminatory manner.

         6.06    ESTABLISHMENT OF SEPARATE FUNDS:  There is hereby reserved to
the Plan Administrator the





                                       86
   41
right to direct the Trustee to establish separate investment funds so that the
Plan Administrator may follow different investment policies with respect to
each Fund.  If such Funds are established:

         (a)     Income and gains from investments in each Fund will be
                 reinvested in the same Fund and credited only to those
                 Accounts which have a balance in such Fund, in a manner
                 consistent with Section 6.03.

         (b)     At least one such Fund shall be a fund invested in cash
                 equivalent securities.  "Cash Equivalent Securities" as used
                 herein, shall include, but shall not be limited to, U.S.
                 Government obligations maturing within one (1) year of date of
                 purchase, prime commercial paper, certificates of deposits,
                 and/or guaranteed investment contracts, bank investment
                 contracts or their equivalents and savings accounts in banks
                 or savings and loan associations and any  pooled fund invested
                 exclusively in any of the foregoing, maintained by the Trustee
                 exclusively for the investment of assets held by it in trust.

         (c)     Each Participant upon the occurrence of any event which
                 deletes any of the Funds described in this Section, which
                 replaces any such Fund with another Fund, or which adds a new
                 Fund, and each new Participant upon entry in the Plan shall
                 direct the Plan Administrator in writing as to the portion of
                 the contributions made to his accounts which are to be
                 invested in each of the funds available.  If such specific
                 direction is not made, all such contributions shall be
                 invested in the Fund described in (b) above.

         (d)     Each Participant shall have the right to change the portion of
                 succeeding contributions to be invested in each Fund. Changes
                 shall be made effective on the first pay date following
                 receipt by the Plan Administrator of the Participant's request
                 or at other times during the Plan Year with the approval of
                 the Plan Administrator and Trustee.

         (e)     Each Participant shall also have the right to direct that the
                 asset balance in any of his Accounts in any of such Funds as
                 of the first day of the month following the month in which the
                 request is received be liquidated and the proceeds thereof be
                 transferred to any other Fund for reinvestment.

         (f)     The Plan Administrator may establish reasonable rules
                 regarding:

                 (1)      The number and types of Funds which shall be
                          available to different types of Accounts.

                 (2)      The maximum number of Funds which may be utilized by
                          an individual Participant or by an individual
                          Account.

                 (3)      The minimum, maximum and incremental percentages of
                          contributions which may be invested in a particular
                          Fund.

                 (4)      The minimum, maximum and incremental percentages of
                          the current balance in any





                                       87
   42
                          Account in any Fund which may be transferred to
                          another Fund.

                 Such rules shall be in writing and shall be administered in a
                 uniform and non-discriminatory manner.

         (g)     All requests for changes in the allocation of contributions
                 and for the liquidation and transfer of amounts held in one of
                 the Funds shall be made and executed as provided in the Trust
                 Agreement.  If not so provided therein, then such requests
                 shall be addressed in writing to the Plan Administrator.  The
                 Plan Administrator shall without undue delay forward
                 appropriate directions to the Trustee for execution and the
                 Trustee will carry out such directions as expeditiously as
                 practicable.





                                       88
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                                  ARTICLE VII

                           LIMITATIONS OF ALLOCATIONS


         7.01    SPECIAL DEFINITIONS:  For purposes of this Article, the
following terms shall be defined as follows:

         (a)     "ANNUAL ADDITIONS" shall mean the sum of the following amounts
                 allocated on behalf of a Participant for a Limitation Year:

                 (1)      Employer contributions; and

                 (2)      Employee contributions; and

                 (3)      Forfeitures available for reallocation, if
                          applicable.

                 For Limitation Years beginning before January 1, 1987,
                 Employee contributions shall be included as Annual Additions
                 only to the extent of the lesser of one-half of all Employee
                 contributions or the amount of all Employee contributions in
                 excess of six percent (6%) of the Participant's Compensation.
                 For this purpose, Participant Elective Deferrals shall be
                 considered to be Employer contributions.  Amounts reapplied to
                 reduce Employer contributions and amounts reapplied from a
                 suspense account (if any) under Section 7.02 as well as
                 contributions for Plan Years beginning after March 31, 1984
                 allocated to any Individual Medical Benefit Account which is
                 part of a defined benefit plan shall also be included as
                 Annual Additions.

                 For purposes of this Article, an Annual Addition is credited
                 to the Account of a Participant for a particular Limitation
                 Year if it is allocated to the Participant's Account as of any
                 day within such Limitation Year.  Employer contributions will
                 not be deemed credited to a Participant unless the
                 contributions are actually made to the Plan no later than
                 thirty (30) days after the end of the period described in Code
                 Section 404(a)(6) applicable to the taxable year with or
                 within which the particular Limitation Year ends.

         (b)     "COMPENSATION" for purposes of this Article only and for
                 compliance with Code Section 415 shall mean and be determined
                 as follows:

                 (1)      The term "Compensation" shall include:

                          (A)     The Participant's wages, salaries, fees for
                                  professional service and other amounts
                                  received (whether or not paid in cash) for
                                  personal services actually rendered in the
                                  course of employment with an Employer
                                  maintaining the plan (including, but not
                                  limited to, commissions paid to salesmen,
                                  compensation for services on the basis of a
                                  percentage of profits, commissions on
                                  insurance





                                       89
   44
                                  premiums, tips, bonuses, fringe benefits,
                                  reimbursements and expense allowances).

                          (B)     In the case of a Participant who is an
                                  employee within the meaning of Code Section
                                  401(c)(l), the Participant's earned income as
                                  described in Code Section 401(c)(2).

                 (2)      The term "Compensation" does not include items such
                          as:

                          (A)     Contributions made by the Employer to a plan
                                  of deferred compensation to the extent that
                                  before the application of the Code Section
                                  415 limitations to that plan the
                                  contributions are not includable in the gross
                                  income of the Participant for the taxable
                                  year in which contributed.  To the extent
                                  this paragraph (A) is deemed to refer to
                                  contributions by an Employer pursuant to a
                                  written elective deferral or salary reduction
                                  agreement, this paragraph shall not apply to
                                  determine "Compensation" when applying any
                                  non- discrimination test under the Plan,
                                  including the K-Test and M-Test described in
                                  Section 5.12.

                          (B)     Employer contributions made on behalf of a
                                  Participant to a simplified employee pension
                                  described in Code Section 408(k) to the
                                  extent such contributions are deductible by
                                  the Employer under Code Section 219(b)(7).

                          (C)     Distributions from a plan of deferred
                                  compensation, regardless of whether such
                                  amounts are includable in the gross income of
                                  the Participant when distributed, except that
                                  any amount received by a Participant pursuant
                                  to an unfunded non-qualified plan shall be
                                  considered as Compensation to the extent such
                                  amounts are includable in the gross income of
                                  the Participant for the Limitation Year.

                          (D)     Amounts realized from the exercise of a
                                  non-qualified stock option, or when
                                  restricted stock (or property) held by a
                                  Participant either becomes freely
                                  transferable or is no longer subject to a
                                  substantial risk of forfeiture (see Code
                                  Section 83 and the regulations thereunder).

                          (E)     Amounts realized from the sale, exchange, or
                                  other disposition of stock acquired under a
                                  qualified stock option.

                          (F)     Other amounts which receive special tax
                                  benefits, such as premiums for group term
                                  life insurance (but only to the extent that
                                  the premiums are not includable in the gross
                                  income of the Participant).

                          (G)     Amounts that would otherwise be excluded from
                                  a Participant's gross income by reason of the
                                  application of Code Section 125, 402(a)(8),
                                  402(h)(1)(B) and in the case of contributions
                                  made pursuant to a salary reduction
                                  agreement, Code Section 403(b).  The
                                  provisions of this subparagraph (G) shall not
                                  apply to the extent





                                       90
   45
                                  "Compensation" is being determined for the
                                  purpose of applying any non-discrimination
                                  test under the Plan, including the K-Test and
                                  M-Test described in Section 5.12.

                 (3)      Compensation actually paid or made available to a
                          Participant within the Limitation Year shall be the
                          Compensation used for the purposes of applying the
                          limitations of this Article and Code Section 415.  In
                          the case of a group of employers which constitutes a
                          controlled group of corporations (as defined in Code
                          Section 414(b) as modified by Code Section 415(h)),
                          or which constitutes trades or businesses (whether or
                          not incorporated) which are under common control (as
                          defined in Code Section 414(c) as modified by Code
                          Section 415(h)), or which constitutes an affiliated
                          service group (as defined in Code Section 414(m)),
                          all such employers shall apply this same rule.

                 (4)      For Limitation Years beginning after December 31,
                          1988, Compensation shall not include in any
                          Limitation Year compensation in excess of two hundred
                          thousand dollars ($200,000).  This dollar limitation
                          shall be adjusted annually at the same time and in
                          the same manner as the Defined Benefit Dollar
                          Limitation.  For Plan Years beginning after December
                          31, 1993, the Plan shall substitute the amount "one
                          hundred fifty thousand dollars ($150,000)" for the
                          amount "two hundred thousand dollars ($200,000)"
                          wherever it appears in this sub-section.  The one
                          hundred fifty thousand dollar amount shall be
                          adjusted each Plan Year as provided in Code Section
                          401(a)(17)(B).

         (c)     "DEFINED BENEFIT DOLLAR LIMITATION" shall mean $90,000,
                 adjusted annually for Limitation Years beginning after
                 December 31, 1987 for increases in the cost of living in
                 accordance with regulations prescribed by the Secretary of the
                 Treasury.

         (d)     "DEFINED BENEFIT FRACTION" for a given Limitation Year shall
                 mean a fraction:

                 (1)      The numerator of which is the sum of the Projected
                          Annual Benefits of the Participant under all the
                          defined benefit plans (whether or not terminated)
                          ever maintained by the Employer (determined as of the
                          close of the Limitation Year); and

                 (2)      The denominator of which is the lesser of:

                          (A)     The product of one hundred twenty-five percent
                                  (125%) multiplied by the Defined Benefit
                                  Dollar Limitation; or

                          (B)     The product of one hundred forty percent
                                  (140%) multiplied by the percentage of a
                                  Participant's average Compensation which may
                                  be taken into account under Code Section
                                  415(b)(1)(B) with respect to such Participant
                                  for such Limitation Year.

                 Notwithstanding the above, if the Participant was a
                 participant in one or more defined benefit plans maintained by
                 the Employer which were in existence on May 6, 1986 and such
                 plans,





                                       91
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                 individually and in the aggregate, satisfied the requirements 
                 of Code Section 415 for the last Limitation Year beginning 
                 before January 1, 1987, the denominator of this fraction will 
                 not be less than the product of one hundred twenty-five 
                 percent (125%) multiplied by the sum of the annual benefits 
                 under such plans which the Participant had accrued as of the 
                 close of the last Limitation Year beginning before January 1, 
                 1987.

         (e)     "DEFINED CONTRIBUTION DOLLAR LIMITATION" shall mean $30,000
                 or, if greater, one-fourth of the Defined Benefit Dollar
                 Limitation in effect for the Limitation Year.

         (f)     "DEFINED CONTRIBUTION FRACTION" shall mean a fraction:

                 (1)      The numerator of which is the sum of the Annual
                          Additions to the Participant's accounts under all
                          defined contribution plans (whether or not
                          terminated) ever maintained by the Employer for the
                          current and all prior Limitation Years; and

                 (2)      The denominator of which is the sum of the lesser of
                          the following amounts determined for such Limitation
                          Year and for each prior Year of Service with the
                          Employer (regardless of whether a defined
                          contribution plan was maintained by the Employer):

                          (A)     The product of one hundred twenty-five
                                  percent (125%) multiplied by the Defined
                                  Contribution Dollar Limitation; or

                          (B)     Thirty-five percent (35%) of the Participant's
                                  Compensation for such Limitation Year.

                 If the Participant was a participant in one or more defined
                 contribution plans maintained by the Employer which were in
                 existence on May 6, 1986 and such plans, individually and in
                 the aggregate, satisfied the requirements of Code Section 415
                 for the last Limitation Year beginning before January 1, 1987,
                 the numerator of this fraction shall be adjusted if the sum of
                 this fraction and the Defined Benefit Fraction would otherwise
                 exceed one hundred percent (100%) under the terms of this
                 Plan.  Under the adjustment, an amount equal to the product
                 of:

                 (1)      The excess of the sum of the fractions over one
                          hundred percent (100%); times

                 (2)      The denominator of this fraction shall be permanently
                          subtracted from the numerator of this fraction.  The
                          adjustment is calculated using the fractions as they
                          would be computed as of the close of the last
                          Limitation Year beginning before January 1, 1987.

                 At the election of the Plan Administrator, the denominator of
                 the Defined Contribution Fraction of each Participant may be
                 determined in accordance with Code Section 415(e)(6).





                                       92
   47
         (g)     "EMPLOYER" shall mean the Employer that adopts this Plan and,
                 in the case of a group of employers which constitutes a
                 controlled group of corporations (as defined in Code Section
                 414(b) as modified by Code Section 415(h)) or which
                 constitutes trades or businesses (whether or not incorporated)
                 which are under common control (as defined in Code Section
                 414(c) as modified by Code Section 415(h)), or which
                 constitutes an affiliated service group, (as defined in Code
                 Section 414(m)), all such employers shall be considered a
                 single Employer for purposes of applying the limitations of
                 this Article.

         (h)     "EXCESS AMOUNT" shall mean the excess of the Participant's
                 Annual Additions for the Limitation Year over the Maximum
                 Permissible Amount for such Limitation Year.

         (i)     "INDIVIDUAL MEDICAL BENEFIT ACCOUNT" shall mean any separate
                 account which is established for a Participant under a defined
                 benefit plan and from which benefits described in Code Section
                 401(h) are payable solely to such Participant, his spouse or
                 his dependents.

         (j)     "LIMITATION YEAR" shall mean the twelve (12) consecutive month
                 period specified in Article II.

                 The Limitation Year may be changed by amending the election
                 previously made by the Employer.  Any change in the Limitation
                 Year must be a change to a twelve (12) month period commencing
                 with any day within the current Limitation Year.  The
                 limitations of this Article (and Code Section 415) are to be
                 separately applied to a limitation period which begins with
                 the first day of the current Limitation Year and which ends on
                 the day before the first day of the first Limitation Year for
                 which the change is effective.

                 The dollar limitation on Annual Additions with respect to this
                 limitation period is determined by multiplying the applicable
                 dollar limitation for the calendar year in which the
                 limitation period ends by a fraction, the numerator of which
                 is the number of months (computed to the nearest whole month)
                 in the limitation period and the denominator of which is
                 twelve (12).

                 The Limitation Year for all years prior to the effective date
                 of Code Section 415 shall, as applied to this Plan, be the
                 twelve (12) consecutive month period selected as the
                 Limitation Year for the first Limitation Year after the
                 effective date of Code Section 415.

         (k)     "MAXIMUM PERMISSIBLE AMOUNT" shall mean, for a given
                 Limitation Year, the lesser of:

                 (1)      The Defined Contribution Dollar Limitation; or

                 (2)      Twenty-five percent (25%) of the Participant's
                          Compensation for such Limitation Year.

                 The percentage limitation in (2) above shall not apply to any
                 contribution for medical benefits after separation from
                 service which is treated as an Annual Addition, or to any
                 amount allocated to an Individual Medical Benefit Account
                 which is treated as an Annual Addition.





                                       93
   48
                 If a short Limitation Year is created because of an amendment
                 changing the Limitation Year to a different twelve (12)
                 consecutive month period, the Maximum Permissible Amount for
                 such short Limitation Year shall not exceed the amount in (1)
                 above multiplied by a fraction, the numerator of which is the
                 number of months in the short Limitation Year (computed to the
                 nearest whole month) and the denominator of which is twelve
                 (12).

         (l)     "PROJECTED ANNUAL BENEFIT" shall mean the annual retirement
                 benefit (adjusted to an actuarially equivalent life annuity if
                 such benefit is expressed in a form other than a straight life
                 annuity or qualified joint and survivor annuity) to which the
                 Participant would be entitled under the terms of the defined
                 benefit plan assuming:

                 (1)      The Participant will continue employment until normal
                          retirement age under the plan (or current age, if
                          later); and

                 (2)      The Participant's Compensation for the current
                          Limitation Year and all other relevant factors used
                          to determine benefits under the plan will remain
                          constant for all future Limitation Years.

         7.02    COORDINATION WITH DEFINED BENEFIT PLAN:  If the Employer
maintains a qualified defined benefit plan covering Participants in this Plan,
the sum of the Participant's Defined Benefit Plan Fraction and Defined
Contribution Plan Fraction shall not exceed one hundred percent (100%) in any
Limitation Year.  In the event the sum would otherwise exceed one hundred
percent (100%), the Plan Administrator shall adjust the numerator of the
Defined Benefit Plan Fraction to an amount (not less than zero) that would
result in the Participant's Defined Benefit Fraction being equal to the
difference between one hundred percent (100%) and the Participant's Defined
Contribution Fraction.

         7.03    ORDER OF LIMITATIONS:  If, pursuant to this Article, it is
necessary to limit or reduce the amount of Contributions credited to a
Participant under this Plan during a Limitation Year, the limitation or
reduction shall be made in the following order:

         (a)     First, Unmatched Participant Elective Deferrals;

         (b)     Second, Employer Matching Contributions;

         (c)     Third, Matched Participant Elective Deferrals;

         (d)     Fourth, Employer Profit Sharing Contributions; and

         (e)     Fifth, Employer Davis-Bacon Contributions.

         7.04    AGGREGATION OF PLANS:  For purposes of applying the
limitations of this Article applicable to a Participant for a particular
Limitation Year, all qualified defined benefit plans ever maintained by the
Employer shall be treated as one defined benefit plan, all defined contribution
plans ever maintained by the Employer shall be treated as one defined
contribution plan and any Employee contributions to a defined





                                       94
   49
benefit plan shall be treated as a defined contribution plan.

         7.05    SUSPENSE ACCOUNT:  If, as a result of the allocation of
forfeitures, a reasonable error in estimating a Participant's Compensation for
the Limitation Year, or under other limited facts and circumstances allowed
under Reg. Section 1.415-6(b), the Annual Additions to this Plan would cause an
allocation to the Account of a Participant in excess of the Maximum Permissible
Amount for the Limitation Year, the Plan Administrator shall dual with the
Excess Amount as follows:

         (a)     First, the Plan Administrator shall distribute to the
                 Participant his Elective Deferrals for the Limitation Year to
                 the extent that the distribution reduces the Excess Amount,
                 provided that the Plan Administrator shall not distribute any
                 Elective Deferral to the Participant which would cause the
                 Plan to make a concurrent reduction in the amount of Employer
                 Matching Contributions allocated to the Participant's Account.
                 A distribution under this provision shall include earnings or
                 gains attributable to the returned Elective Deferrals. All
                 distributions shall be made no later than and in the manner
                 provided in Section 5.12(d).

         (b)     Second, to the extent there remains an Excess Amount after
                 application of Section 7.05(a), the Plan Administrator shall
                 hold the Excess Amount in a suspense account and allocate and
                 reallocate the amount in the suspense account in the following
                 Limitation Year (and in succeeding Limitation Years, if
                 necessary) to reduce Employer Davis-Bacon Contributions,
                 Employer Profit Sharing Contributions, Employer Matching
                 Contributions and Elective Deferrals (in that order) to the
                 Account of that Participant if that Participant is covered by
                 the Plan as of the end of the Limitation Year.  If the
                 Participant is not covered, the excess amount shall be
                 allocated and reallocated in the next Limitation Year to all
                 Participants' Accounts in the Plan before any Employer
                 Davis-Bacon Contributions, Employer Profit Sharing
                 Contributions, Employer Matching Contributions and Elective
                 Deferrals (in that order) which would constitute Annual
                 Additions are made to the Plan for the Limitation Year, or at
                 the option of the Gibbons Employer, the Excess Amount shall be
                 used to reduce Employer Davis-Bacon Contributions, Employer
                 Profit Sharing Contributions and Employer Matching
                 Contributions to the Plan for the Limitation Year by the
                 amount in the suspense account which is allocated and
                 reallocated during the Limitation Year.  The suspense account
                 shall be an unallocated account equal to the sum of all Excess
                 Amounts for all Participants in the Plan during The Limitation
                 Year.  The suspense account shall not share in any earnings or
                 losses of the Trust Fund.  The Plan may not distribute any
                 amounts in the suspense account to any Participant whether
                 before or after termination of employment or termination of
                 The Plan.





                                       95
   50
                                  ARTICLE VIII

                      IN-SERVICE AND HARDSHIP WITHDRAWALS


         8.01    WITHDRAWALS DUE TO ATTAINMENT OF AGE 55, AGE 59 1/2, DISABILITY
OR HARDSHIP:  Except as otherwise provided in this Section 8.01 and in Section
8.04, no amounts may be withdrawn by a Participant from any Account held for
his benefit prior to termination of employment with the Employer, unless the
Employee has attained his Normal RetIrement Date.

         (a)     A Participant who has attained Age 55 and who is one hundred
                 percent (100%) vested may withdraw all or any portion of his
                 Account except that portion attributable to Participant
                 Elective Deferrals and Employer Davis-Bacon Contributions.
                 The Participant may only make one (1) withdrawal in any Plan
                 Year.

         (b)     A Participant who has attained Age 59 1/2 and who is one
                 hundred percent (100%) vested may withdraw all or any portion
                 of his Account except that portion attributable to Employer
                 Davis-Bacon Contributions.  The Participant may only make one
                 (1) withdrawal in any Plan Year.

         (c)     A Participant who suffers a Disability as defined in Section
                 2.14 may withdraw all or any portion of his Account, without
                 regard to the Participant's Age or whether he has incurred a
                 Termination of Employment.

         (d)     An active Participant may elect to withdraw an amount credited
                 to Ms Participant Elective Deferral Account without regard to
                 the Participant's Age, but only if he obtains prior approval
                 from the Plan Administrator, which approval shall be granted
                 only upon a determination of Financial Hardship.  In the case
                 of a withdrawal due to Financial Hardship, the amount of the
                 withdrawal shall be limited to the total amount of the
                 Participant's Elective Deferrals, including income allocable
                 thereto as of December 31, 1988.  Upon granting approval, the
                 Plan Administrator shall direct the Trustee to distribute the
                 indicated portion of the Participant's Elective Deferral
                 Account to the Participant.

         8.02    FINANCIAL HARDSHIP DISTRIBUTION RULES:  The Plan adopts the
deemed hardship distribution standards set forth in Reg. Section
1.401(k)-1(d)(2)(iv).  As a consequence, the Plan Administrator shall not
approve any distribution on account of Financial Hardship unless the
distribution is determined by the Administrator to be necessary to meet an
immediate and heavy financial need of the Participant.  The distribution will
be deemed necessary if:

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

         (b)     Other resources of the Participant are not reasonably 
                 available to meet this need.





                                       96
   51
For Plan Years beginning after December 31, 1988, the condition in (b) above is
deemed to be met if the Participant has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently available under all
plans maintained by the Employer.  If a Participant receives a distribution on
account of Financial Hardship during a Plan Year beginning after December 31,
1988, his Elective Deferrals to this Plan and his employee contributions to all
other plans maintained by the Employer (including qualified and non-qualified
plans of deferred compensation), shall be suspended for twelve (12) months
after receipt of the hardship distribution.  Further, his Elective Deferrals to
this Plan and his employee deferral contributions to all other plans maintained
by the Employer for the calendar year immediately following the calendar year
of the distribution shall not exceed the applicable limit under Section 5.08(a)
for that calendar year less the amount of his Elective Deferrals for the
calendar year of the hardship distribution.

         8.03    DETERMINATION OF IMMEDIATE AND HEAVY FINANCIAL NEED:  For
purposes of Section 8.02, a distribution shall be deemed to be on account of an
immediate and heavy financial need if the distribution is for:

         (a)     Expenses for medical care described in Code Section 213(d)
                 incurred by the Participant, the Participant's spouse or any
                 dependent of the Participant or expenses necessary for these
                 persons to obtain such medical care;

         (b)     Payment of tuition and related educational fees for the next
                 twelve (12) months of post-secondary education for the
                 Participant, the Participant's spouse or any dependent of the
                 Participant;

         (c)     Costs directly related to purchase (excluding mortgage
                 payments) a principal residence for the Participant; or

         (d)     Payments necessary to prevent the eviction of the Participant
                 from his principal residence or foreclosure of the mortgage on
                 that residence.

         8.04    WITHDRAWAL OF VOLUNTARY CONTRIBUTIONS:  A Participant who has
previously made after-tax voluntary contributions to the Plan and who satisfies
the requirements of Section 8.01(a), (b) or (c) may withdraw, upon written
notice to the Plan Administrator and subject to the restrictions described
below, first, any amount up to the balance of after-tax contributions held in
the Employer Profit-Sharing Contribution Account and, second, the amount held
in his Participant Voluntary Contribution Account.  Such withdrawals shall have
no effect upon any benefits provided under any other provisions of this Plan.

The Plan Administrator and Trustee may establish a reasonable policy regarding
the minimum amount which may be withdrawn and the frequency with which
withdrawals may be made.  Such policy shall be in writing and shall be
administered in a uniform and nondiscriminatory manner.

If the Participant's Accrued Benefit at the time he requests a withdrawal of
voluntary contributions, or at any prior time has been greater than $3,500, no
such withdrawal may be made prior to the Participant's Normal Retirement Age
unless the Participant first consents in writing.  The amount withdrawn shall
be





                                       97
   52
distributed to the Participant in the manner and form provided in Section 11.02
as if the amount were distributed on account of the Participant's termination
of employment or, if the Participant is eligible for Normal Retirement or Early
Retirement, in the manner and form provided in Article IX as if the amount were
distributed on account of the Participant's Retirement.





                                       98
   53
                                   ARTICLE IX

                              RETIREMENT BENEFITS


         9.01    NORMAL OR LATE RETIREMENT:  A Participant shall be eligible
for Normal Retirement on reaching his Normal Retirement Date.  A Participant
may continue in the service of the Employer as a Participant hereunder beyond
his Normal Retirement Date.  In the event such a Participant continues in the
service of the Employer, he shall continue to be treated in all respects as a
Participant until his actual retirement. When any Participant has a Termination
of Employment following his Normal Retirement Date he shall be considered a
retired Participant and he shall be entitled to receive the entire amount of
his Accrued Benefit, distributed as set forth below.

         9.02    DISABILITY RETIREMENT:  Upon any Participant incurring a
Termination of Employment on account of Disability, he shall be considered a
disabled Participant and entitled to begin receiving his Accrued Benefit. Such
amount shall be distributed as provided in Section 9.03, or deferred until such
later date as elected by the disabled Participant and then distributed as
provided in Section 9.03.

         9.03    METHOD OF PAYMENT:  Subject to the provisions of Section 9.06,
upon receipt of a claim for benefits a retired or disabled Participant's
Accrued Benefit shall be payable, as elected in writing by the Participant, in
one or a combination of the following forms:

         (a)     A single lump sum payment.  The amount of the lump sum payment
                 shall be equal to the Participant's Accrued Benefit on the
                 date payment is made.  Payment shall be made by the Trustee in
                 cash only.

         (b)     Substantially equal monthly, quarterly or annual cash
                 installments over any period not exceeding the life expectancy
                 of the Participant and the Participant's spouse, until the
                 Participant's Accrued Benefit has been fully distributed.  The
                 minimum installment amount, regardless of the periodic method
                 chosen, must be at least one hundred dollars ($100.00).

If a Participant falls to elect a form of payment, payment of the Participant's
benefits shall be in a single lump sum in accordance with (a) above.  Except as
provided in Section 9.04, no payment shall be made to a Participant prior to
his Normal Retirement Age unless the Participant consents in writing to the
payment not more than ninety (90) days prior to his Annuity Stating Date.

If the lump sum amount that would be payable to a disabled Participant is not
more than three thousand five hundred dollars ($3,500) and the amount in the
Participant's Account has never exceeded that amount at the time of any prior
distribution, the benefit shall be paid as a single lump sum payment as soon as
administratively feasible following the end of the calendar month in which his
Termination of Employment occurs without regard to any Participant consent
requirement or the requirements of Section 9.06.  However, a single lump sum
payment shall not be made to a Participant after his Annuity Starting Date
unless the Participant consents in writing to the payment.  If the Participant
dies prior to the complete distribution of the Participant's Accrued Benefit to
him, then the Plan Administrator, upon notice of the





                                       99
   54
Participant's death, shall direct the Trustee to make payment in accordance
with the provisions of Article X.

         9.04    TIME OF PAYMENT:  Payment of the retired or disabled
Participant's Accrued Benefit shall commence as soon as administratively
feasible following the end of the calendar month in which a claim for benefits
is submitted to the Plan Administrator.  Unless a Participant elects otherwise
(and failure to submit a claim for benefits shall be deemed such an election)
payment of benefits under this Plan will commence not later than sixty (60)
days after the close of the Plan Year in which the latest of the following
events occurs:

         (a)     The attainment by the Participant of Age sixty-five (65) or,
                 if earlier, his Normal Retirement Age; or

         (b)     The tenth (10th) anniversary of the Participant's Entry Date; 
                 or

         (c)     The date the Participant terminates employment with the
                 Employer.

If the amount of the payment required to commence on the date determined above
cannot be ascertained by such date, or if it is not possible to make such
payment on such date because the Plan Administrator has been unable to locate
the Participant after making reasonable efforts to do so, a payment retroactive
to such date may be made no later than sixty (60) days after the earliest date
on which the amount of such payment can be ascertained or the date the
Participant is located, whichever is applicable.

         9.05    REQUIRED DISTRIBUTIONS:  Notwithstanding any other provisions
of this Article and except as provided in this Section 9.05, in no event shall
payments commence later than April 1st of the calendar year following the Plan
Year in which the Participant attains Age 70 1/2.  However, if the Participant,
prior to incurring a Termination of Employment, attained age 70 1/2 by January
1, 1988, and for the five Plan Year period ending in the calendar year in which
he attained age 70 1/2 and for all subsequent years the Participant was not a
more than 5% owner, then payment of benefits shall commence not later than
April 1st of the calendar year following the Plan Year in which the Participant
terminates employment or, if earlier, April 1st of the calendar year following
the Plan Year in which the Participant becomes a more than 5% owner.
Furthermore, if a Participant who was not a more than 5% owner attained age
70 1/2 during 1988 and did not terminate employment prior to January 1, 1989,
payment of benefits for such Participant shall commence not later than January
1, 1990.  For purposes of this Section 9.05 "5% owner" shall have the meaning
set forth in I.R. Prop. Reg. Section 1.401(a)(9)-1, Q&A B-2.  If payment of the
Participant's Accrued Benefit commences under this Section 9.05, it shall be
distributed to the Participant (consistent with the Participant's election and
the requirements of Section 9.03):

         (a)     In the form of a cash lump sum payment; or

         (b)     In the form of cash installment payments over a period not
                 extending beyond the life expectancy of the Participant, or
                 the joint life expectancy of the Participant and his         
                 Beneficiary.





                                      100
   55
For purposes of paragraph (b) above and at the election of the Participant, the
life expectancy of the Participant and his spouse, but not of his non-spouse
Beneficiary, may be redetermined annually.  Notwithstanding the above, any
distribution required under the incidental death benefit requirements of Code
Section 401(a) shall be treated as a required distribution.  The provisions of
this Section 9.05 shall be interpreted to conform to regulations issued by the
Commissioner under Code Section 401(a)(9).

         9.06    QUALIFIED JOINT AND SURVIVOR ANNUITY:  This Section shall
apply only to a Participant or Former Participant who has a Davis-Bacon Account
in the Plan or with respect to whom this Plan is a direct or indirect
transferee of a defined benefit pension plan, money purchase pension plan, or
other qualified plan to which Code Section 401(a)(11)(B)(iii) applies.
Furthermore, this Section shall only apply to that portion of the Participant's
Accrued Benefit attributable to such transfer and/or Davis-Bacon Account (his
"Annuity Eligible Accrued Benefit").

         (a)     AUTOMATIC QUALIFIED JOINT AND SURVIVOR ANNUITY:  A Participant
                 or Former Participant who is married on the date his benefits
                 commence shall receive his Annuity Eligible Accrued Benefit in
                 the form of an Automatic Qualified Joint and Survivor Annuity,
                 unless he elects otherwise as provided in Subsection (b)
                 below.  The monthly amount of the Automatic Qualified Joint
                 and Survivor Annuity shall be that amount which can be
                 purchased from an Insurer with the Annuity Eligible Accrued
                 Benefit of the Participant on the date his benefits commence.

                 A Participant or Former Participant who is not married on the
                 date his benefits commence shall receive his Annuity Eligible
                 Accrued Benefit in the form of a life annuity unless he elects
                 otherwise as provided in Subsection (b) below. The life
                 annuity shall provide monthly payments for the life of the
                 Participant and terminate with the last payment due prior to
                 his death.  The annuity shall be purchased from an Insurer in
                 an amount that can be provided by the Participant's Annuity
                 Eligible Accrued Benefit.

         (b)     NOTICE AND ELECTION OF FORM OF BENEFIT:  Each Participant or
                 Former Participant with an Annuity Eligible Accrued Benefit
                 shall be provided a written notification by the Plan
                 Administrator.  The notification shall be in non-technical
                 language and shall include:

                 (1)      A general description or explanation of the terms and
                          conditions of the Automatic Qualified Joint and
                          Survivor Annuity;

                 (2)      The circumstances in which it will be provided unless
                          the Participant elects otherwise;

                 (3)      The Participant's right to make, and the effect of,
                          an election to waive the Automatic Qualified Joint
                          and Survivor Annuity form of benefit;

                 (4)      The rights of the Participant's spouse under
                          Subsection (c);

                 (5)      The right to make, and the effect of, a revocation of
                          an election to waive the Automatic Qualified Joint
                          and Survivor Annuity form of benefit;





                                      101
   56
                 (6)      A general explanation of the relative financial
                          effect of the election on a Participant's benefits;
                          and

                 (7)      A general explanation of the eligibility conditions
                          and other material features of the optional forms of
                          retirement benefit and sufficient additional
                          information to explain the relative values of the
                          optional forms of retirement benefit.

                 The notification shall also inform the Participant that a
                 specific written explanation in non-technical language of the
                 terms and conditions of the Automatic Qualified Joint and
                 Survivor Annuity and the financial effect upon the particular
                 Participant's benefits of making an election against the
                 Automatic Qualified Joint and Survivor Annuity is available
                 upon written request by the Participant. The notification
                 shall be provided not less than thirty (30) days nor more than
                 ninety (90) days before the Annuity Starting Date.  If the
                 Participant requests a specific written explanation, the
                 explanation shall be provided within thirty (30) days of the
                 Participant's request.  The Plan Administrator need not comply
                 with more than one such request made by a particular
                 Participant.

                 During the Joint and Survivor Election Period, as hereinafter
                 defined, a Participant eligible to make the election to waive
                 the Automatic Qualified Joint and Survivor Annuity of
                 Subsection (a) shall be eligible to elect to receive his
                 benefits as provided in Section 9.03.  The election shall be
                 in writing and may be revoked at any time during the Joint and
                 Survivor Election Period.  New elections and revocations may
                 be made any number of times during the Joint and Survivor
                 Election Period after a previous election or revocation.  For
                 purposes of this paragraph, the term "Joint and Survivor
                 Election Period" shall mean the ninety (90) day period ending
                 on the Annuity Staring Date.

         (c)     CONSENT OF SPOUSE:  Notwithstanding any other provision of
                 this Article, any election by a Participant or Former
                 Participant to waive the Automatic Qualified Joint and
                 Survivor Annuity pursuant to Subsection (b) shall not be given
                 effect unless:

                 (1)      (i)     The spouse of the Participant consents in
                                  writing to such election

                          (ii)    The spouse acknowledges the form of benefit
                                  payment elected by the Participant and, if
                                  applicable, the Beneficiary designated by the
                                  Participant, or the spouse relinquishes the
                                  right to specify the form of benefit payment
                                  and name the Beneficiary, and the spouse's
                                  consent acknowledges the effect of such
                                  election and is witnessed by the Plan
                                  Administrator (or representative thereof) or
                                  a Notary Public; or

                 (2)      It is established to the satisfaction of the Plan
                          Administrator that the consent required under (1)
                          above may not be obtained because there is no spouse,
                          because the spouse cannot be located, or because of
                          such other circumstances as the Secretary of the
                          Treasury may by Regulation prescribe; or





                                      102
   57
                 (3)      The lump sum benefit otherwise payable to the
                          Participant is less than three thousand five hundred
                          dollars ($3,500) and a lump sum payment will be made
                          pursuant to Section 9.03.

                 A waiver of the Automatic Qualified Joint and Survivor Annuity
                 made pursuant to Subsection (b) shall be automatically revoked
                 upon the marriage of the Participant, prior to his Annuity
                 Stating Date, to a person who has not consented to the waiver
                 pursuant to Subsection (1) above or from whom consent was not
                 required by reason of Subsection (2) above; or upon a change
                 in the form of benefit payment or in the Beneficiary
                 designated by the Participant pursuant to Subsection (1)(ii)
                 above, unless the spouse has  relinquished the right to
                 specify the form of benefit payment and to name the
                 Beneficiary.

                 If the requirements of the preceding paragraphs are not
                 satisfied, the Participant shall receive his Annuity Eligible
                 Accrued Benefit in the form of the Automatic Qualified Joint
                 and Survivor Annuity.





                                      103
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                                   ARTICLE X

                                 DEATH BENEFITS


         10.01   DEATH BENEFITS PAYABLE:  If a Participant or Former
Participant who has not received a distribution of his entire Vested Interest
dies (whether before or after his Annuity Staring Date), the death benefit
payable to the Beneficiary, Contingent Beneficiary, surviving spouse or estate
(as the case may be) of the Participant or Former Participant shall be all
remaining amounts credited (or to be credited) to his Accounts then held by the
Trustee for the Participant's benefit.

         10.02   DESIGNATION OF BENEFICIARY:  Each Participant or Former
Participant shall be given the opportunity to designate a Beneficiary and
Contingent Beneficiary and from time to time the Participant or Former
Participant may file with the Plan Administrator a new or revised designation,
provided that his spouse shall be his Beneficiary unless his spouse has
consented in writing to the designation of a Beneficiary other than his spouse
or it is established to the satisfaction of the Plan Administrator that the
consent of the spouse may not be obtained because there is no spouse, the
spouse cannot be located or because of such other circumstances as may be set
forth in Regulations issued pursuant to Code Section 417(a)(2)(B).  Each
Participant or Former Participant may also designate any form of payment
available under Section 9.03 to the Beneficiary or Contingent Beneficiary.
Designations shall be in writing on a form provided by the Plan Administrator.

If upon the Participant's death his designated Beneficiary does not survive
him, the Contingent Beneficiary shall become the Beneficiary and any death
benefits shall be paid to him or her.  If a deceased Participant is not
survived by a designated Beneficiary or Contingent Beneficiary, or if no
Beneficiary was designated, the benefits shall be paid to the Participant's
surviving spouse or if there is no surviving spouse, then to the executor or
administrator of the Participant's estate.  For purposes of determining the
right of a Beneficiary, Contingent Beneficiary or surviving spouse to receive a
benefit on account of the death of a Participant, he or she shall not be deemed
to have survived the Participant unless he or she shall survive the Participant
by at least thirty (30) days.

If the Beneficiary, Contingent Beneficiary or surviving spouse survives the
Participant and is entitled to receive benefits under this Section 10.02, but
dies prior to receiving the entire death benefit payable to him or her, the
remaining portion of the death benefit shall be paid to the person's named
beneficiary or, if none, to the person's estate subject to the right of
commutation.

         10.03   DEATH BENEFIT PAYMENT PROCEDURE:  Upon receipt of a claim for
benefits, the Participant's death benefit shall be paid by the Trustee to the
Beneficiary designated by the Participant pursuant to Section 10.02.  The
Beneficiary of a Participant may elect to receive any death benefits payable
hereunder in any Optional Form of Payment provided in Article Ix other than a
Joint and Survivor Annuity.  The election shall be in writing and shall be
filed with the Plan Administrator.

If the lump sum benefit otherwise payable to the Beneficiary is not more than
three thousand five hundred dollars ($3,500) and payment of benefits to the
deceased Participant has not previously commenced, the





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benefit shall be paid as a single lump sum payment.  Payment of any death
benefits under this Plan shall commence, unless otherwise designated by the
Participant or elected by the Beneficiary, as soon as administratively feasible
following the Participant's date of death and the end of the calendar month in
which the Plan Administrator receives a claim for benefits.  However, if the
amount of the payment required to commence on the date determined above cannot
be ascertained by such date, or if it is not possible to make such payment on
such date because the Plan Administrator has been unable to locate the
Beneficiary after making reasonable efforts to do so, a payment retroactive to
such date may be made as soon as administratively feasible after the earliest
date on which the amount of such payment can be ascertained or the date the
Beneficiary is located, whichever is applicable.

         10.04   REQUIRED DISTRIBUTIONS:  Notwithstanding any other provisions
of this Article, payment of death benefits shall be subject to the following:

         (a)     If payments have commenced to a Participant or Former
                 Participant in accordance with Article XI and the Participant
                 dies before his entire Accrued Benefit has been distributed to
                 him, the death benefit payable to his Beneficiary shall be
                 distributed at least as rapidly as under the method of
                 distribution under which such payments were being made as of
                 the date of his death.

         (b)     If a Participant or Former Participant dies before payment of
                 his Accrued Benefit has commenced, the entire death benefit
                 payable to the Beneficiary shall be distributed within five
                 (5) years after the death of such Participant.  However, if:

                 (1)      Any portion of the death benefit is payable to (or
                          for the benefit of) a Beneficiary who is a natural
                          person; and

                 (2)      The Participant has elected or the Beneficiary elects
                          to have the portion distributed over the life of the
                          Beneficiary or over a period certain not exceeding
                          the life expectancy of the Beneficiary; and

                 (3)      Distribution begins not later than one (1) year after
                          the date of the Participant's death, or such later
                          date as the Secretary of the Treasury may by
                          regulations prescribe;

                 then for purposes of the preceding sentence, the portion
                 referred to in paragraph (1) above shall be treated as
                 distributed on the date on which such distribution began.
                 Further provided, if the Beneficiary referred to in paragraph
                 (1) above is the surviving spouse of the Participant, the
                 requirements of paragraph (3) above shall be deemed to be
                 satisfied if such distributions begin not later than the date
                 on which the Participant would have attained age seventy and
                 one-half (7011/2).  If the surviving spouse dies before
                 distribution to said spouse begins, this paragraph shall be
                 applied as if the surviving spouse were the Participant.

                 For purposes of the preceding paragraph, under Regulations
                 prescribed by the Secretary of the Treasury, any amount paid
                 to a child of a Participant shall be treated as if it had been
                 paid to the surviving spouse of such Participant if such
                 amount will become payable to the





                                      105
   60
                 surviving spouse upon such child reaching the age of majority
                 (or other designated event permitted under Regulations).

         (c)     The provisions of this Section 10.04 shall be interpreted to
                 conform to regulations issued under Code Section 401(a)(9).

         10.05   QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY AND RELATED MATTERS:
This Section shall apply only to a Participant or Former Participant who has a
Davis-Bacon Account in the Plan or with respect to whom this Plan is a direct
or indirect transferee of benefits that were held on or after January 1, 1985,
by a defined benefit pension plan, money purchase pension plan, or other
qualified plan to which Code Section 401(a)(11)(B)(iii) applies.  Furthermore,
this Section shall apply only to that portion of each Participant's Accrued
Benefit attributable to such transfer and/or Davis-Bacon Account (his "Annuity
Eligible Accrued Benefit").

If a Participant or Former Participant who has an Annuity Eligible Accrued
Benefit dies prior to his Annuity Starting Date and is survived by a spouse, a
Qualified Pre-retirement Survivor Annuity (based only on the benefits subject
to this Section) shall be paid to the surviving spouse in accordance with, and
except as otherwise provided by the following provisions:

         (a)     A Participant may elect to waive the Qualified Pre-retirement
                 Survivor  Annuity provided under this Section during the
                 election period described in Subsection (d).  The waiver may
                 be revoked by the Participant during the election period by
                 filing with the Plan Administrator on a form approved by the
                 Plan Administrator an executed revocation of such waiver.
                 Following revocation a Participant may again waive the
                 Qualified Pre-retirement Survivor Annuity and subsequently
                 revoke the waiver any number of times during the election
                 period.

         (b)     A waiver pursuant to Subsection (a) shall not be effective
                 unless:

                 (1)      (i)     The spouse, to whom the Participant is
                                  married at the time such waiver is executed,
                                  consents in writing to such waiver;

                          (ii)    The spouse acknowledges the form of the death
                                  benefit payable in lieu of the Qualified
                                  Pre-retirement Survivor Annuity and the
                                  Beneficiary designated by the Participant, or
                                  the spouse relinquishes the right to specify
                                  the form of the death benefit and name the
                                  Beneficiary; and

                          (iii)   The consent acknowledges the effect of the
                                  waiver and is witnessed by the Plan
                                  Administrator (or representative thereof) or
                                  a Notary Public; or

                 (2)      It is established to the satisfaction of the Plan
                          Administrator that the consent of the spouse required
                          by this Section may not be obtained because there is
                          no spouse, the spouse cannot be located or because of
                          such other circumstances as may be set forth in
                          Regulations issued pursuant to Section 417(a)(2)(B)
                          of the Code; and





                                      106
   61
                 (3)      The waiver is made on a form approved by the Plan
                          Administrator and executed by the Participant and, if
                          required, the spouse of the Participant.

         (c)     A waiver made pursuant to Subsection (a) shall be
                 automatically revoked:

                 (1)      Upon the marriage of the Participant to a person who
                          has not consented to the waiver pursuant to
                          Subsection (b)(1) or from whom consent was not
                          required by reason of Subsection (b)(2); or

                 (2)      Upon a change in the form of the death benefit or in
                          the Beneficiary designated by the Participant, unless
                          the spouse has relinquished the right to specify the
                          form of the death benefit and to name the
                          Beneficiary.

         (d)     The election period shall begin on the first day of the Plan
                 Year in which the Participant attains Age thirty-five (35) and
                 shall end on the date such Participant dies.  Notwithstanding
                 the foregoing, in the case of a Participant who incurs a
                 Termination of Employment before the Participant attains Age
                 thirty-five (35), the election period shall begin on the date
                 of Termination of Employment and shall end on the date the
                 Participant dies.

         (e)     Notwithstanding anything in this Section to the contrary, an
                 election to waive the Qualified Pre-retirement Survivor
                 Annuity made by a Participant before the first day of the Plan
                 Year in which he attains Age thirty-five (35) shall only be
                 effective until the first day of the Plan Year in which he
                 attains Age thirty-five (35), at which time such election
                 shall be automatically revoked.

         (f)     The Plan Administrator shall provide to each Participant
                 within the period beginning on the first day of the Plan Year
                 in which the Participant attains Age thirty-two (32), but not
                 earlier than the first day of the one-year period ending on
                 the date he becomes a Participant, and ending on the last day
                 of the Plan Year preceding the Plan Year in which the
                 Participant attains Age thirty-five (35), but not earlier than
                 the last day of the one-year period beginning on the date he
                 becomes a Participant, a written explanation of the Qualified
                 Pre-retirement Survivor Annuity containing the following:

                 (1)      The terms and conditions of the Qualified
                          Pre-retirement Survivor Annuity;

                 (2)      The Participant's right to make, and the effect of,
                          an election to waive the Qualified Pre-retirement
                          Survivor Annuity;

                 (3)      The rights of the Participant's spouse under
                          Subsection (b)(1); and

                 (4)      The right of the Participant to make, and the effect
                          of, a revocation of an election pursuant to
                          Subsection (a).

                 The Plan Administrator shall also provide an explanation to
         each Participant who incurs a





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         separation from service prior to receiving the explanation no later
         than the earlier of the end of the one-year period beginning on the
         date of his separation from service or the end of the period described
         above.

         (g)     Notwithstanding anything herein to the contrary, a surviving
                 spouse entitled to a benefit under this Section, may elect to
                 receive payment of the Qualified Pre-retirement Survivor
                 Annuity in a lump sum or any other form of payment permitted
                 under Section 10.04. Upon request, the Plan Administrator
                 shall furnish the spouse with an explanation of the Qualified
                 Pre-retirement Survivor Annuity and with information
                 concerning the financial effect of receiving benefits in any
                 form selected.  An election under this Subsection must be
                 filed with the Plan Administrator before benefit payments
                 commence, unless the Plan Administrator determines otherwise.

         (h)     Notwithstanding anything herein to the contrary, a surviving
                 spouse may delay the commencement of benefit payments pursuant
                 hereto, provided such delay satisfies the requirement of
                 Article IX by deeming the surviving spouse to be the
                 Participant.

         (i)     If the lump sum amount of the Qualified Pre-retirement
                 Survivor Annuity otherwise payable to the surviving spouse is
                 less than three thousand five hundred dollars ($3,500), such
                 benefit shall be paid as a single lump sum payment.





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                                   ARTICLE XI

                 BENEFITS UPON OTHER TERMINATION OF EMPLOYMENT


         11.01   VESTED AMOUNTS:  Prior to his Normal Retirement Age a
Participant shall have a Vested Interest in his Accrued Benefit equal to the
sum of the following:

         (a)     One hundred percent (100%) of the balances in his Participant
                 Elective Deferral Account, Participant Voluntary Contribution
                 Account, Participant Rollover Account, Davis-Bacon Account, if
                 any, as adjusted for any contributions or distributions since
                 the preceding Valuation Date; and

         (b)     His vested percentage of the balance in his Employer Matching
                 Contribution Account, as adjusted for any contributions or
                 distributions since the preceding Valuation Date, according to
                 the Participant's Years of Vesting Service, and consistent
                 with the following schedule:



                                                            Percent of Vested
                 Years of Vesting Service                   Accrued Benefit
                 ------------------------                   ---------------
                                                                 
                 Less than five (5) years                           none
                 At least five (5) or more years                    100%


         (c)     His vested percentage of the balance in his Employer
                 Profit-Sharing Contribution Account (except for voluntary
                 contributions made before January 1, 1987, which shall be 100%
                 vested), as adjusted for any contributions or distributions
                 since the preceding Valuation Date, according to the
                 Participant's Years of Vesting Service, and consistent with
                 the following schedule:



                                                            Percent of Vested
                 Years of Vesting Service                   Accrued Benefit
                 ------------------------                   ---------------
                                                                 
                 Less than three (3) years                          none
                 At least three (3) years                            20%
                 At least four (4) years                             40%
                 At least five (5) years                             60%
                 At least six (6) years                              80%
                 At least seven (7) or more years                   100%


The percentage of his Accrued Benefit attributable to The Participant's
Employer  Contribution Accounts in which he is not vested shall be forfeited by
him as provided in Section 11.06.


         11.02   DISTRIBUTION OF VESTED INTEREST:  Subject to the provisions of
Section 9.06, a Participant





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who incurs a Termination of Employment for any reason other than retirement or
death may elect one of the following forms of distribution of his Vested
Interest:

         (a)     A single lump sum payment equal to The Participant's Vested
                 Interest as of the date payment is made.  Payment shall be
                 made by the Trustee in cash only.

         (b)     Substantially equal monthly, quarterly or annual cash
                 installments over any period not exceeding the life expectancy
                 of the Participant and the Participant's spouse, until the
                 Participant's Accrued Benefit has been fully distributed.  The
                 minimum installment amount, regardless of the periodic method
                 chosen must be at least one hundred dollars ($100.00).

If a Participant fails to elect a form or time of payment or elects a deferred
payment, then payment of the Participant's Accrued Benefit shall be deferred to
the subsequent date elected by the Participant, which may be no later than the
latest date permitted under Section 9.05, and then distributed in accordance
with the provisions of Section 9.03.  However, if the lump sum amount that
would be payable to a Participant is not more than three thousand five hundred
dollars ($3,500) and the amount in the Participant's Account has never exceeded
that amount at the time of any prior distribution, then the benefit shall be
paid as a single lump sum payment, subject to the limitations of this Section
11.02, as though the Participant had elected immediate distribution.

If the Participant elects immediate distribution following Termination of
Employment, whether as a single lump sum payment or term certain payments,
payment shall commence as soon as administratively feasible after the later of
the calendar month in which the Participant makes the distribution request (by
filing a claim for benefits) or terminates employment.  In no event shall the
Plan Administrator defer commencement of distribution to complete
administration of the Participant's distribution request longer than sixty (60)
days after the Entry Date following the distribution date designated by the
Participant.  If the Former Participant dies or incurs a Disability before his
Normal Retirement Date, the Plan Administrator, upon notice of the death or
Disability, shall direct the Trustee to make payment of the Participant's
Vested Interest to him (or to his Beneficiary if the Participant is deceased)
in accordance with the provisions of Article X in the case of death, or Section
9.02 in the case of Disability.

Notwithstanding the above, if a terminated Participant is re-employed by the
Employer prior to distribution of his Vested Interest, such distribution shall
not be made until his employment is again terminated or until the occurrence of
another event permitting distribution under the terms of the Plan.

         11.03   ELIGIBLE ROLLOVER DISTRIBUTIONS:  Notwithstanding any
provision of this Plan to the contrary, with respect to distributions made on
or after January 1, 1993, a Distributee may elect, at the time and in the
manner prescribed by the Plan Administrator, to have any portion of an Eligible
Rollover Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover.  For purposes of this Section 11.03 the
following definitions shall apply:

         (a)     "Eligible Rollover Distribution" shall mean any distribution
of all or any portion of the





                                      110
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         balance to the credit in the Account of the Distributee, except that
         an Eligible Rollover Distribution does not include: any distribution
         that is one of a series of substantially equal periodic payments (not
         less frequently than annually) made for the life (or life expectancy)
         of the distributee or the joint lives (or joint life expectancies) of
         the Distributee and the Distributee's designated beneficiary, or for a
         specified period of ten years or more; any distribution to the extent
         such distribution is required under Code Section 401(a)(9), and the
         portion of any distribution that is not includable in gross income
         (determined without regard to the exclusion for net unrealized
         appreciation with respect to employer securities).

         (b)     "Eligible Retirement Plan" shall mean an individual retirement
                 account described in Code Section 408(a), an individual
                 retirement annuity described in Code Section 408(6), an
                 annuity plan described in Code Section 403 (a), or a qualified
                 trust described in Code Section 401(a), that accepts the
                 Distributee's Eligible Rollover Distribution.  However, in the
                 case of an Eligible Rollover Distribution to the surviving
                 spouse, an Eligible Retirement Plan is an individual
                 retirement account or individual retirement annuity.

         (c)     "Distributee" shall mean an Employee or former Employee.  In
                 addition, the Employee's or former Employee's surviving spouse
                 and the Employee's or former Employee's spouse or former
                 spouse who is the alternate payee under a qualified domestic
                 relations order, as defined in Code Section 414(p), are
                 Distributees with regard to the interest of the spouse or
                 former spouse.

         (d)     "Direct Rollover" shall mean a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.

         11.04   BREAKS IN SERVICE AND VESTING:  If a Participant has a One
Year Break in Service, the Participant's Years of Vesting Service before the
One Year Break in Service shall not be included in computing Years of Vesting
Service until the Participant shall have completed one Year of Vesting Service
after the One Year Break in Service.  If an Employee terminated employment
prior to becoming a Participant and incurred a One Year Break in Service, or if
a Participant did not have any Vested Interest derived from Employer
contributions prior to a One Year Break in Service, Years of Vesting Service
before a One Year Break in Service shall not be included in Years of Vesting
Service calculated after the Participant's One Year Break in Service if the
number of consecutive One Year Breaks in Service equals or exceeds the greater
of five (5) or the aggregate number of such Years of Vesting Service before the
One Year Break in Service.

Solely for the purpose of determining the vested percentage of a Participant's
Accrued Benefit derived from Employer contributions which accrued prior to a
five (5) consecutive one (1) year Break in Service period, the Plan shall
disregard any Year of Service subsequent to such five (5) consecutive one (1)
year Breaks in Service period.

If a Participant has a One Year Break in Service, and the break does not arise
on account of Termination of Employment, the Participant shall not be credited
with a Year of Vesting Service for That Plan Year.  However, no amounts in the
Participant's Accounts shall be forfeited.





                                      111
   66
         11.05   NO INCREASE IN PRE-BREAK VESTING:  For purposes of Section
11.01, Years of Vesting Service after a Termination of Employment which
resulted in five (5) consecutive One Year Breaks in Service shall not increase
the vested percentage of a Participant's Account which was earned before such
five (5) consecutive One Year Breaks in Service.

         11.06   DISPOSITION OF FORFEITURES:  Amounts forfeited by terminated
Participants from their Employer Matching Contribution Accounts shall be used
to reduce the Employer's contribution otherwise required pursuant to Section
5.06 and shall be allocated in the same manner as Employer Matching
Contributions in accordance with Section 6.02(c).  Amounts forfeited by
terminated Participants from Their Employer Profit Sharing Contribution
Accounts shall be allocated in addition to and in the same manner as Employer
Profit Sharing Contributions.

Forfeiture of any non-vested interest with respect to any Participant shall
occur:

         (a)     In the case of a Participant who receives a lump sum
                 distribution of his Vested Interest on account of Termination
                 of Employment, on the day the Participant receives the
                 distribution.

         (b)     In the case of a Participant who has a Vested Interest derived
                 from Employer Contributions and does not receive a
                 distribution of such Vested Interest, on the last day of the
                 Plan Year in which the Participant incurs five (5) consecutive
                 One Year Breaks in Service.

         (c)     In the case of a Participant who has no Vested Interest
                 derived from Employer Contributions, on the last day of the
                 Plan Year in which the Participant terminates employment.

Non-vested interests of terminated Participants shall be held by the Trustee in
the respective Accounts of the Participant until the date determined above and
shall then be forfeited by the Participant and allocated in accordance with
this Section.

         11.07   DISTRIBUTION TO PARTICIPANTS WHO ARE LESS THAN 100% VESTED:
In the event a Participant who is less than one hundred percent (100%) vested
hereunder incurs a Termination of Employment and returns to the employ of the
Employer before a forfeiture of his non-vested interest shall have occurred,
and prior to his re-employment was paid a portion of his Vested Interest, a
separate account for the Participant's remaining interest in the Plan as of the
time of the distribution shall be maintained.  At any relevant time, the
Participant's vested portion of the separate account shall be an amount "X"
determined by the following formula:

                            X = P (AB+(RxD)) - (RxD)

         For purposes of applying the formula:

                 P        is the vested percentage at the relevant time;

                 AB       is the account balance at the relevant time;





                                      112
   67
                 D        is the amount of the distribution;

                 R        is the ratio of the account balance at the relevant
                          time to the account balance after distribution.

In the event a Participant who is less than one hundred percent (100%) vested
hereunder incurs a Termination of Employment and returns to the employ of the
Employer after a forfeiture of his non-vested interest but prior to incurring
five (5) consecutive One Year Breaks in Service, and prior to his re-employment
was paid his Vested Interest, the non- vested portion of his Accrued Benefit
which was forfeited by the Participant shall be disregarded in computing his
Accrued Benefit after reentry into the Plan, unless the Participant repays,
pursuant to Section 11.08, the amounts distributed from his Account from which
an amount was forfeited.  If a Participant does repay the distribution, the
balance in such Account shall be restored as provided in Section 11.09.

In the event a Participant who had no Vested Interest in his Employer Regular
Contribution Account separated from service and returns to the employ of the
Employer after a forfeiture of his non-vested interest but prior to incurring
five (5) consecutive One Year Breaks in Service, any non-vested amounts
forfeited by the Participant shall be restored, as provided in Section 11.09,
to The Account from which an amount was forfeited.

         11.08   REPAYMENT OF DISTRIBUTION:  A Participant described in the
second paragraph of Section 11.07 who received a lump sum distribution of less
than one hundred percent (100%) of his Accrued Benefit shall be entitled to
repay the amount so distributed from the Employer Contribution Account in which
he was less than one hundred percent (100%) vested.  The repayment must be for
the fun amount distributed from The Account and must be made not later than the
earlier of:

         (a)     The date on which the Participant incurs five (5) consecutive
One Year  Breaks in Service after the date of distribution.

         (b)     The end of the five (5) year period beginning with the date
the Participant is re-employed by the Employer.

Any repayment shall not be included in applying The limitations of Article V or
Article VIII hereunder.

         11.09   RESTORATION OF ACCOUNTS:  Any amount repaid pursuant to
Section 11.08 shall be credited to the Participant's Accounts for which it is
repaid, with credit to be made as of the date of repayment.  The Account shall
also be credited with the amount previously forfeited from the Account, with
credit to be made as of the last day of the Plan Year in which repayment is
made.

In the case of a Participant to whom the third paragraph of Section 11.07
applies, the Participant's Accounts from which amounts were previously
forfeited shall be credited with the amount so forfeited, with credit to be
made as of the last day of the Plan Year in which the Participant resumes
participation in The Plan.





                                      113
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Any previously forfeited amounts which are credited to Participants' Accounts
pursuant to this Section shall be derived from the following sources in the
following order of priority:

         (a)     First, the amount, if any, to be credited to such types of
                 Accounts for the Plan Year pursuant to Section 11.05;

         (b)     Second, Employer contributions for the Plan Year, if any,
                 which are not required to be credited to such types of
                 Accounts for other Participants; and

         (c)     Third, an additional Employer contribution for the Plan Year,
                 regardless of whether the Employer has any Net Profits for the
                 year.

If for any Plan Year, the Accounts of more than one Participant are required to
be restored, then restorations shall be derived from the above sources in the
same proportion that the amount to be restored to each Participant bears to the
total amount to be restored to all such Participants for The Plan Year.  Any
such amounts credited to a Participant's Accounts shall not be included in
applying the limitations of Article V or Article VIII hereunder.

         11.10   AMENDMENTS TO THE VESTING SCHEDULE:  No amendment to the
vesting schedule or provisions of Section 11.01, or to this Plan which directly
or indirectly affects the computation of a Participant's Accrued Benefit, shall
deprive a Participant of a vested right to the benefits accrued to the
effective date of the amendment.  Furthermore, if the vesting schedule or
provisions of Section 11.01 are amended, each Participant with at least three
(3) Years of Vesting Service (determined as of the later of the date the
amendment is adopted or the date the amendment is effective) may elect to have
his vesting percentage computed under the Plan without regard to the amendment.
The period during which the election may be made shall commence with the date
the amendment is adopted and shall end on the latest of:

         (a)     Sixty (60) days after the amendment is adopted;

         (b)     Sixty (60) days after the amendment becomes effective; or

         (c)     Sixty (60) days after the Participant is issued written notice
                 of the amendment by The Employer or Plan Administrator.

In the absence of any written notice under (c) above, any Participant who has
at least three (3) Years of Vesting Service (as determined above) shall at all
times receive a Vested Interest under whichever vesting schedule provides the
greatest Vested Interest.





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                                  ARTICLE XII

                                FIDUCIARY DUTIES


         12.01   GENERAL FIDUCIARY DUTY:  A Fiduciary, whether or not a Named
Fiduciary, shall discharge his duties solely in the interest of the
Participants and their Beneficiaries hereunder.  All assets of this Plan shall
be devoted to the exclusive purpose of providing benefits to Participants and
their Beneficiaries and defraying the reasonable expenses of administering the
Plan.  Each Fiduciary, whether or not a Named Fiduciary, shall discharge his
duties with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character and
with like aims.  Each Fiduciary shall also discharge his duties in a manner
consistent with the documents and instruments governing the Plan to the extent
such documents and instruments are consistent with law. No Fiduciary, whether
or not a Named Fiduciary, shall engage in any of the prohibited transactions
with disqualified persons or parties-in-interest as those terms and
transactions are defined by the Code and ERISA, as passed and as it may be
amended, and regulations thereunder.

         12.02   ALLOCATION OF RESPONSIBILITIES:  Each Named Fiduciary shall
have only those duties and responsibilities expressly allocated under the terms
of this Plan.  No other duties or responsibilities shall be implied.

         12.03   DELEGATION OF RESPONSIBILITIES:  Each Named Fiduciary may
delegate the fiduciary responsibilities other than Trustee responsibilities
allocated to such Fiduciary under this Plan to any person other than a Named
Fiduciary.  If any duties or responsibilities are delegated under this section,
the person to whom the duties or responsibilities are delegated shall
acknowledge the fact in writing and shall specify in writing the duties and
responsibilities so delegated.  All other duties and responsibilities shall be
deemed not to have been delegated.

         12.04   LIABILITY FOR ALLOCATION OR DELEGATION OF RESPONSIBILITIES:  A
Named Fiduciary shall not be liable for the acts or omissions of a person to
whom responsibilities or duties are allocated or delegated in accordance with
Section 12.02 or Section 12.03 except to the extent such Named Fiduciary
breaches his obligation under Section 12.01:

         (a)     With respect to the allocation or delegation;

         (b)     With respect to establishing or implementing a procedure for
                 allocation or delegation; or

         (c)     By continuing the allocation or delegation.

Nothing in this section shall relieve a Fiduciary from liability incurred under
Section 12.05.

         12.05   LIABILITY FOR CO-FIDUCIARIES:  In addition to the liability a
Fiduciary may incur for the breach of his duty under Section 12.01 or 12.04, a
Fiduciary shall be liable for a breach of Fiduciary duty





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committed by another Fiduciary in the following circumstances:

         (a)     If he participates knowingly in, or knowingly undertakes to
                 conceal, an act or omission of such other Fiduciary knowing
                 such act or omission is a breach;

         (b)     If, by his failure to comply with Section 12.01 he has enabled
                 such other Fiduciary to commit a breach;

         (c)     If he has knowledge of a breach by such other Fiduciary,
                 unless he makes reasonable efforts under the circumstances to
                 remedy the breach.

                 12.06    SAME PERSON MAY SERVE IN MORE THAN ONE CAPACITY:
Nothing herein shall prevent any person from serving in more than one Fiduciary
capacity.





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                                  ARTICLE XIII

                             THE PLAN ADMINISTRATOR


         13.01   APPOINTMENT OF PLAN ADMINISTRATOR:  The Board of Directors of
the Plan Sponsor shall appoint the Plan Administrator, which may be the Plan
Sponsor.  If the Plan Sponsor is appointed as Plan Administrator, the Plan
Sponsor may appoint one or more Committees to carry out the duties of the Plan
Administrator under this Plan.  In that event all references in the Plan to the
Plan Administrator shall be deemed to refer to the appointed Committee.  The
duties of the Committees shall be divided as the Plan Administrator deems
appropriate and may be designated by separate instrument.  The Committees shall
act by majority vote except that they shall act by unanimous vote at any time
when there are only two members comprising the Committee.

         13.02   ACCEPTANCE BY PLAN ADMINISTRATOR:  The Plan Administrator
shall accept its appointment by joining with the Employer in the execution of
this Agreement.

         13.03   SIGNATURE OF PLAN ADMINISTRATOR:  All persons dealing with the
Plan Administrator may rely on any document executed by the Plan Administrator:
or, in the event of appointment of a Committee or Committees, such persons may
rely on any document executed by at least one member of the appropriate
Committee as being the act of the Plan Administrator.

         13.04   APPOINTMENT OF AN INVESTMENT MANAGER:  The Plan Administrator
shall appoint an Investment Manager or Managers to manage, acquire and dispose
of any assets of the Plan.  In the event responsibility for appointment of
Investment Managers is delegated by the Plan Administrator to a named
Committee, that delegation shall carry with it the authority of the Committee
to act as a Named Fiduciary for purposes of ERISA in appointing an Investment
Manager.  The Investment Manager shall accept his appointment by written
agreement executed by the Plan Administrator and Investment Manager.  This
written agreement shall specify the Plan assets for which the Investment
Manager is responsible and such written instrument shall be kept with the other
documents governing the operation of the Plan.  The Trustee shall be entitled
to rely on written instructions from the Investment Manager and shall be under
no obligation to invest or otherwise manage any asset of the Plan subject to
the management of the Investment Manager.

         13.05   DUTIES OF THE PLAN ADMINISTRATOR:  The Plan Administrator
shall be responsible for the general administration of the Plan including, but
not limited to, the following:

         (a)     To prepare an annual report, summary plan description and
                 modifications thereto, and summary annual report;

         (b)     To complete and file the various reports and tax forms with the
                 appropriate government agencies as required by law;

         (c)     To distribute to Plan Participants and/or their Beneficiaries
                 the summary plan description and





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                 reports sufficient to inform such Participants or Beneficiaries
                 of their Accrued Benefit and their Vested Accrued Benefit as
                 required by law;

         (d)     To determine annually, or more frequently if necessary, which
                 Employees are eligible to participate in the Plan;

         (e)     To determine the benefits to which Participants and their
                 Beneficiaries are entitled and to approve or deny claims for
                 benefits;

         (f)     To provide Plan Participants with a written explanation of the
                 effect of electing an optional form of benefit payment;

         (g)     To retain copies of all documents or instruments under which
                 the Plan operates in its own office, the principal place of
                 business of the Plan Sponsor and such other place as the
                 Secretary of Labor or his delegate may by regulation
                 prescribe; to make all such documents and instruments
                 governing the operation of the Plan available for inspection
                 by Plan Participants and/or their Beneficiaries; and to
                 furnish copies of such documents or instruments to Plan
                 Participants and/or their Beneficiaries on request, charging
                 only the cost thereof as prescribed by regulation of the
                 Secretary of Labor or his delegate;

         (h)     To interpret Plan provisions as needed and in this regard to
                 have complete and total discretion in the interpretation of
                 the Plan; and

         (i)     To act as the Plan's agent for the service of legal process,
                 unless another agent is designated by the Plan Sponsor and to
                 act on behalf of the Plan in all matters in which the Plan is
                 or may be a party.

         13.06   CLAIMS PROCEDURE:  Claims for benefits under the Plan may be
filed with the Plan Administrator on forms supplied by the Plan Sponsor.
Written notice of the disposition of a claim shall be furnished to the claimant
within sixty (60) days after the application thereof is filed.  In the event
the claim is denied, the reasons for the denial shall be specifically set forth
in the notice in language calculated to be understood by the claimant,
pertinent provisions of the Plan shall be cited, and, where appropriate, an
explanation as to how the claimant may perfect the claim shall be provided.  In
addition, the claimant shall be furnished with an explanation of the Plan's
claim review procedure.

         13.07   CLAIMS REVIEW PROCEDURE:  Any Employee, former Employee, or
Beneficiary of either, who has been denied a benefit by a decision of the Plan
Administrator pursuant to Section 13.06 shall be entitled to request the Plan
Administrator to give further consideration to his claim by filing with the
Plan Administrator (on a form which may be obtained from the Plan
Administrator) a request for a hearing.  Such request, together with a written
statement of the reasons why the claimant believes his claim should be allowed,
shall be filed with the Plan Administrator no later than sixty (60) days after
receipt of the written notification provided for in Section 13.06.  The Plan
Administrator shall then conduct a hearing within the next sixty (60) days, at
which the claimant may be represented by an attorney or any other
representative of his choosing and at which the claimant shall have an
opportunity to submit written





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and oral evidence and arguments in support of his claim.  At the hearing (or
prior thereto upon five (5) business days written notice to the Plan
Administrator) the claimant or his representative shall have an opportunity to
review all documents in the possession of the Plan Administrator which are
pertinent to the claim at issue and its disallowance.  A final decision as to
the allowance of the claim shall be made by the Plan Administrator within sixty
(60) days of receipt of the appeal unless there has been an extension of sixty
(60) days and shall be communicated in writing to the claimant. Such
communication shall be written in a manner calculated to be understood by the
claimant and shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based.

         13.08   COMPENSATION AND EXPENSES OF PLAN ADMINISTRATOR:  The Plan
Administrator may engage the services of any person, including counsel, whose
services, in the opinion of the Plan Administrator, are necessary to assist it
in carrying out its responsibilities under the Plan.  The Employer may direct
the Trustee to pay any expenses properly and actually incurred for such
services from the Trust Fund, including such reasonable compensation for
services provided by the Plan Administrator as shall have been agreed upon
between them, or, alternatively, the Employer may pay such expenses or
compensation directly; provided, however, that no individual acting as Plan
Administrator shall receive any compensation if he already receives full-time
pay from the Employer.

         13.09   REMOVAL OR RESIGNATION:  A Plan Administrator may be removed
by the Board of Directors of the Plan Sponsor upon thirty (30) days written
notice, and may resign upon thirty (30) days written notice to the Beard of
Directors.  Upon such removal or resignation, or the inability of the Plan
Administrator for any other reason to act as Plan Administrator, the Board of
Directors shall appoint a successor Plan Administrator.  The successor Plan
Administrator, upon written acceptance, shall have all the duties and
responsibilities of a Plan Administrator herein.  The former Plan Administrator
shall deliver to the successor Plan Administrator all records and documents
which it holds relating to the Plan upon removal or resignation.

         13.10   RECORDS OF PLAN ADMINISTRATOR:  The Plan Sponsor shall have
access, upon request, to all the records of the Plan Administrator that relate
to the Plan.

         13.11   OTHER RESPONSIBILITIES:  Nothing in this Article shall be
construed to limit the responsibilities and duties allocated to the Plan
Administrator in other Articles of this Plan.





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                                  ARTICLE XIV

                                  THE TRUSTEE


         14.01   APPOINTMENT OF TRUSTEE:  The Beard of Directors of the Plan
Sponsor shall appoint the Trustee.  Nothing in this Plan shall prevent the Plan
Sponsor from appointing multiple Trustees or creating multiple Trust Funds,
each with separate Trustees.  If more thin one person is appointed as Trustee
of a single Trust Fund, they shall act by majority vote; provided, however,
that they shall act by unanimous vote at any time when there are only two
Trustees.  In the event there is more than one Trustee, the reference to
Trustee shall be deemed to refer to all the Trustees.

         14.02   ACCEPTANCE BY TRUSTEE:  Effective July 1, 1993, the Trustee
shall accept its appointment by executing a separate trust agreement in a form
acceptable to the Trustee and Employer.  The provisions of the separate Trust
Agreement shall control over those in this Plan, to the extent such provisions
define the duties of the Trustee with respect to the Plan and Trust Fund.
Prior to July 1. 1993, the provisions of the Prior Plan concerning the Trustee
and its duties shall apply.

         14.03   INVESTMENT COMMITTEE:  In the event of appointment of an
Investment Committee by the Plan Administrator, then except to the extent
responsibility for certain Plan assets has been allocated to an Investment
Manager as provided in Section 13.04, the Investment Committee is authorized
and empowered to direct investment of the Trust Fund, consistent with the terms
of the separate Trust Agreement.  The Investment Committee shall direct
investment and reinvestment of the Trust Fund to keep the Trust Fund invested
without distinction between principal and income and in such securities or
property, real or personal, wherever situated, as the Committee shall deem
advisable consistent with the investment policy of the Plan established under
Article XVIII.  The Committee shall give due regard to any limitations imposed
by the Code or ERISA so that at all times this Plan may qualify as a qualified
Plan and Trust.

         14.04   PAYMENT FROM THE TRUST FUND:  At the direction of the Plan
Administrator, the Trustee shall, from time to time, in accordance with the
terms of the Plan, make payments out of the Trust Fund.  The Trustee shall not
be responsible in any way for the application of such payments.





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                                   ARTICLE XV

                                  THE EMPLOYER


         15.01   NOTIFICATION:  The Plan Sponsor shall notify the Plan
Administrator and the Trustee in writing if a new Plan Administrator or Trustee
has been appointed hereunder.

         15.02   RECORD KEEPING:  Each participating Gibbons Employer shall
maintain records with respect to each Employee sufficient to enable the Plan
Administrator and Trustee to fulfill their duties and responsibilities under
the Plan.

         15.03   BONDING:  The Plan Administrator shall procure bonding to
insure the Plan against risk of loss.  The persons to be bonded and the amount
necessary shall be determined in accordance with ERISA and regulations
thereunder.  No bonding shall be required pursuant to state law.

         15.04   SIGNATURE OF EMPLOYER:  All persons dealing with the Plan may
rely on any document executed in the name of the Plan Sponsor by its corporate
President, Vice-President, or other duly authorized corporate officer, or by
any other individual duly authorized by its Board of Directors, whether
retroactive or prospective.

         15.05   PLAN COUNSEL AND EXPENSES:  The Plan Sponsor may engage the
service of any person or organization, including counsel, whose services, in
the opinion of the Plan Sponsor are necessary for the establishment or
maintenance of this Plan.  The expenses incurred or charged by a person or
organization engaged by the Plan Sponsor pursuant to the previous sentence
shall be paid by the Plan Sponsor, or alternatively, the Plan Sponsor may
direct the Trustee to pay such expenses from the Trust Fund.

         15.06   OTHER RESPONSIBILITIES:  Nothing in this Article shall be
construed to limit the responsibilities or duties allocated to the Plan Sponsor
and Gibbons Employers in other Articles of the Plan.

         15.07   CONTROLLED GROUPS/AFFILIATED SERVICE GROUPS:

         (a)     For purposes of crediting Hours of Service, all employees of
                 all corporations which are members of a Controlled Group of
                 corporations, all employees of all trades or businesses
                 (whether or not incorporated) which are a Group Under Common
                 Control, all employees of an Affiliated Service Group and all
                 employees of any other entity required to be aggregated with
                 the Employer pursuant to regulations under Code Section 414(o)
                 shall be treated as employed by a single Employer for purposes
                 of Article III (Service), Article IV (Eligibility), Article V
                 (Contributions) and Article XI, (Vesting).  Except as provided
                 in Section 7.01, all employees of all corporations which are
                 members of a Controlled Group of corporations, all employees
                 of all trades or businesses (whether incorporated or not)
                 which are a Group Under Common Control, all employees of an
                 Affiliated Service Group and all employees of any other entity
                 required to be aggregated with the Employer pursuant to
                 regulations under Code Section 414(o) shall be treated as
                 employed by a single Employer.





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         (b)     If the Employer adopting this Plan and Trust is a member of a
                 Controlled Group, Group Under Common Control, or Affiliated
                 Service Group and other employer-members of the group have
                 adopted a profit sharing plan containing language identical to
                 the language of this Subsection 15.07(b), then:

                 (1)      If a Participant in this Plan and Trust is
                          transferred to the employ of another member of said
                          group and is eligible to participate in its profit
                          sharing plan and trust, the total Accrued Benefit of
                          said Participant (including both vested and
                          non-vested amounts) may be transferred to the profit
                          sharing plan and trust of said transferee employer,
                          provided that the vesting provisions of the
                          transferor plan and trust and the transferee plan and
                          trust are similar; and

                 (2)      If a Participant in this Plan is a transferee from
                          the employ of another member of said group, and if
                          the transferor employer maintained a profit sharing
                          plan and trust with vesting provisions similar to
                          those of this Plan, then the total accrued benefit of
                          said Participant (including both vested and
                          non-vested amounts) under that plan may be
                          transferred to this Plan and Trust.

                 In the event that the Participant terminates, any forfeited
                 amounts shall be allocated to plans of members of the group on
                 a ratio of total contributions made by each employer who is a
                 member of the group for the Participant to the total
                 contributions made by all employers who are members of the
                 group for the Participant.

         (c)     If the Employer is a member of a Controlled Group, Group Under
                 Common Control, or Affiliated Service Group and if such group
                 maintains more than one qualified retirement plan that is
                 integrated with Social Security, only a single integration
                 level shall be applicable to each Participant who is a
                 Participant in one or more integrated plans.  The integration
                 level for each Participant shall be prorated in each
                 integrated plan in the ratio that the Annual Compensation
                 received by the Participant from the member of the group
                 maintaining the integrated plan bears to the Annual
                 Compensation received by the Participant from all members of
                 the group maintaining all such integrated plans.

         (d)     If more than one Employer has adopted this Plan and if all
                 such Employers are members of the same Controlled Group, Group
                 Under Common Control, or Affiliated Service Group:

                 (1)      The provisions of Articles XVI and XVII shall be
                          applicable to each adopting Employer as an individual
                          Employer;

                 (2)      The provisions of Section 15.07(a) through (c) shall
                          not be applicable to such adopting Employers; and

                 (3)      The "effective date" for any adopting Employer who
                          adopts this Plan on other than the Effective Date
                          shall be the first day of the Plan Year in which such
                          adopting Employer shall first elect to be covered by
                          this Plan.





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         15.08   EMPLOYER CONTRIBUTIONS:  Each participating Gibbons Employer
shall contribute to the Plan that Employer's share of Elective Deferral and
Employer Matching Contributions according to the elections of the Participants
employed by that Employer, as well as that Employer's share of Employer Profit
Sharing Contributions and Davis-Bacon Contributions, as determined by the Plan
Administrator. At the election of the Plan Sponsor Davis-Bacon Contributions
may be made solely by the Plan Sponsor or other designated Gibbons Employer and
charged back to the other Gibbons Employers.





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                                  ARTICLE XVI

                            PLAN AMENDMENT OR MERGER


         16.01   POWER TO AMEND:  The Plan Sponsor reserves the power to amend,
alter, or wholly revise the Plan, prospectively or retrospectively, at any
time, and the interest of every Participant is subject to the power so
reserved.

         16.02   LIMITATIONS ON AMENDMENTS:  Upon execution of any amendment,
the Employer, Plan Administrator, Trustees, Participants and their
Beneficiaries shall be bound thereby; provided, however, that no amendment:

         (a)     Shall enlarge the duties or responsibilities of the Plan
                 Administrator or Trustee without its consent; or

         (b)     Shall cause any part of the assets contributed to the Plan to
                 be diverted to any use or purpose other than for the exclusive
                 benefit of the Participants and their Beneficiaries (including
                 the reasonable cost of administering the Plan) prior to the
                 satisfaction of all liabilities (Fixed and contingent) under
                 the Plan to Participants and their Beneficiaries; or

         (c)     Shall reduce the vesting percentage of any Participant, Former
                 Participant, or Beneficiary; or

         (d)     Shall reduce or restrict the Account Balance of any
                 Participant, Former Participant or Beneficiary; or

         (e)     Shall eliminate an optional form of benefit, with respect to
                 benefits attributable to service before the amendment.

Notwithstanding the above, any amendment may be made which may be or become
necessary in order that the Plan will conform to the requirements of Code
Section 401(a), or of any generally similar successor provision, or in order
that all of the provisions of the Plan will conform to all valid requirements
of applicable federal and state laws.

         16.03   METHOD OF AMENDMENT:  Each amendment shall be stated in an
instrument in writing signed in the name of the Plan Sponsor by its Corporate
President or Vice-President or other duly authorized corporate officer, or by
any other individual duly authorized by its Board of Directors, whether
retroactive or prospective.

         16.04   NOTICE OF AMENDMENT:  Written notice of each amendment shall
be given promptly by the Plan Sponsor to any other Employers, the Plan
Administrator and the Trustee.

         16.05   MERGER OR CONSOLIDATION:  This Plan and Trust may be merged or
consolidated with, or its assets or liabilities may be transferred to, any
other plan only if the benefits which would be received by





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each Participant of this Plan, in the event of a termination of the Plan
immediately after such merger, consolidation or transfer, are at least equal to
the benefits the Participant would have received if the Plan had terminated
immediately before the merger, consolidation or transfer.  The Trustee
possesses the specific authority to enter into merger agreements or direct
transfer of assets agreements with the Trustees of other retirement plans
described in Code Section 401(a) and to accept the direct transfer of Plan
assets, or to transfer Plan assets, as a party to any such agreement.

The Trustee may accept a direct transfer of Plan assets on behalf of an
Employee prior to the date the Employee satisfies the Plan's eligibility
condition(s).  If the Trustee accepts such a direct transfer of Plan assets,
the Advisory Committee and Trustee shall treat the Employee as a Participant
for all purposes of the Plan except the Employee may not make Elective Deferral
contributions under Article V nor shall the Employee share in Employer
contributions or Participant forfeitures under Article VI until he actually
becomes a Participant in the Plan.

The Trustee shall hold, administer and distribute the transferred assets as a
part of the Trust Fund and the Trustee shall maintain a separate Predecessor
Plan Account for the benefit of the Employee on whose behalf the Trustee
accepted the transfer in order to reflect the value of the transferred assets.





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                                  ARTICLE XVII

                 TERMINATION OR DISCONTINUANCE OF CONTRIBUTIONS


         17.01   RIGHT TO TERMINATE:  The Plan Sponsor may terminate the Plan
at any time by a written resolution by the Board of Directors specifying the
termination date.  The Plan Sponsor shall promptly notify the Plan
Administrator, Trustee and any other Employers of such action.  Further, the
Plan Sponsor shall notify all Participants and Former Participants of such
action, and shall file all required reports with Federal agencies, in
accordance with applicable regulations.

         17.02   EFFECT OF TERMINATION:  In the event of a Plan termination,
the rights of all affected Participants to their Accrued Benefits as of the
date of such termination shall be fully vested and shall not thereafter be
subject to forfeiture, except to the extent that law or regulation may preclude
such vesting in order to prohibit discrimination in favor of officers,
shareholders, or highly compensated Employees.  For purposes of the preceding
sentence, a Participant who has terminated employment with the Employer and
incurred five consecutive One Year Breaks in Service as of the termination date
shall not be considered to be affected by such Plan termination, and shall be
vested in his Accrued Benefit only to the extent provided in the other
applicable Articles of this Plan.

         17.03   MANNER OF DISTRIBUTION:  In the event of a Plan termination,
the Plan Administrator shall direct the Trustee to distribute the Accrued
Benefits of all Participants, Former Participants, and Beneficiaries in
accordance with Article IX or Article XI.

Notwithstanding the above, no payment shall be made to a Participant from his
Participant Elective Deferral Account (or any other Account the contributions
to which have been included in the Deferral Account for the Participant) unless
or until such time as the Participant:

         (a)     is eligible for Retirement Benefits as provided in Article IX;

         (b)     Dies;

         (c)     Separates from the service of the Employer;

         (d)     Attains the age of fifty-nine and one-half (59 1/2); or

         (e)     Incurs a Financial Hardship.

All Elective Deferral Accounts shall be maintained by the Trustee and
distributed at such  time and in such manner as previously provided herein.
Alternatively, the balance in such Accounts may be transferred to another plan
maintained or established by the Employer which qualifies under Code Section
401(a) as provided above, but only if such other plan contains the same
restrictions on the distribution of such transferred amounts as described in
the preceding paragraph.





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However, the above restrictions on distributions to a Participant shall not
apply in the event of:

         (a)     The termination of the Plan without establishment of a
                 successor plan; or

         (b)     The sale or other disposition to an unrelated corporation of
                 at least eighty-five percent (85%) of the assets of the Plan
                 Sponsor or of an Employer used by the Plan Sponsor or Employer
                 in its trade or business.  This paragraph applies only with
                 respect to a Participant who continues employment with the
                 acquiring corporation; or

         (c)     The sale or other disposition by the Plan Sponsor or an
                 Employer to an unrelated entity of the Plan Sponsor's or
                 Employer's interest in a subsidiary.  This paragraph applies
                 only with respect to a Participant who continues employment
                 with such subsidiary.

For Plan Years beginning prior to 1989, paragraphs (b) and (c) above shall
apply only if the acquiring corporation or entity does not maintain the Plan.

No payment of benefits (or provisions therefor) shall actually be made by the
Trustee until alter it is advised by the Employer in writing that applicable
requirements, if any, of ERISA governing termination of this Plan have been, or
are being, complied with or that appropriate authorizations, waivers,
exemptions or variances have been, or are being, obtained.  The actual payment
of benefits (or provision therefor) shall be in conformity with the applicable
requirements, methods and procedures, if any, of ERISA governing the
termination of the Plan.

         17.04   NO REVERSION:  No termination or amendment of this Plan and
Trust and no other action shall divert any part of the funds to any purpose
other than the exclusive benefit of Participants, Former Participants or their
Beneficiaries except, and notwithstanding any other provision of this Plan to
the contrary, any amount held in an unallocated suspense account which cannot
be allocated to any Participant due to the limitations of Article VIII may be
returned to the Employer upon termination of the Plan.

         17.05   TERMINATION OF AN EMPLOYER:  An Employer, other than the Plan
Sponsor, may terminate its participation in the Plan at any time by a written
resolution by the Board of Directors specifying the termination date.  The
Employer shall promptly notify the Plan Sponsor, Plan Administrator and Trustee
of any such action or direction.  The participation of an Employer in the Plan
shall also terminate in the event of a complete discontinuance of contributions
by such Employer.

         17.06   PARTIAL TERMINATION:  A partial termination of the Plan may be
deemed to have occurred if a substantial number of Participants are excluded
from coverage by reason of amendment of the Plan, severance by an Employer or
termination of an Employer, or if the Plan is amended to adversely affect the
rights of employees to vest in benefits under the Plan or to reduce or
eliminate future benefit accruals under the Plan.  The determination of whether
a partial termination has occurred shall be made on the basis of the facts and
circumstances in a particular case.

         17.07   EFFECT OF PARTIAL TERMINATION:  In the event of a partial
termination of the Plan, the provisions of Section 17.02 shall apply to those
Participants affected by the partial termination.





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                                 ARTICLE XVIII

                        FUNDING POLICY FOR PLAN BENEFITS


         18.01   FUNDING METHOD:  The benefits provided by this Plan shall be
funded by contributions of the Employer and Participants.  The contribution
amount shall be determined as provided in this Plan.

         18.02   INVESTMENT POLICY:  This Plan has been established for the
sole purpose of providing benefits to the Participants and their Beneficiaries.
In determining investment directions hereunder, the Investment Committee shall
take into account the advice provided by the Plan Administrator as to funding
policy and the short and long-range needs of the Plan based on the evident and
probable requirements of the Plan as to the time benefits shall be payable and
the requirements therefor.  Benefits may be provided through any combination of
investment media designed to provide the requisite liquidity, growth and
security appropriate to this Plan.

         Benefits for Participants may be provided through any investment media
offered by the Trustee or through the purchase of shares in any regulated
investment company as defined in Code Section 851(a), or through any investment
proper and appropriate to be made by the Trustee in accordance with Article
XIV, or through any combination of such investments.

         18.03   NO PURCHASE OF LIFE INSURANCE CONTRACTS:  Unless authorized by
the Plan Sponsor pursuant to amendment to this Article XVIII, no insurance
contracts shall be purchased by the Trustee on the life of any Participant.

         18.04   INVESTMENT FUND:  The Employer shall contribute to an
Investment Fund, which shall be established by the Trustee to provide such
additional benefits, in addition to the proceeds or surrender values of any
allocated annuity contracts, for Participants and their Beneficiaries provided
by this Plan.

         18.05   NON-TRANSFERABILITY OF ANNUITY CONTRACTS:  In the event the
assets of the Trust Fund include allocated annuity contracts, all incidents of
ownership in such contracts may be exercised by the Trustee, as directed by the
Plan Administrator, except to the extent any death benefits payable thereunder
may be paid to the Beneficiary designated by the Participant.  All such
contracts shall provide that the owner may not change the ownership of the
contract, nor may it be sold, assigned or pledged as collateral for a loan, as
security for the performance of an obligation, or for any other purpose to
anyone.  No annuity contract held by the Trust as an investment asset may be
delivered to a Participant as a distribution from the Plan.





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                                  ARTICLE XIX

                              TOP-HEAVY PROVISIONS


         19.01   APPLICATION:  If this Plan is or becomes Top-Heavy for any
Plan Year, the provisions of this Article shall supersede any conflicting
provisions contained in any other Article of this Plan.

         19.02   SPECIAL DEFINITIONS:  For purposes of this Article and related
Plan provisions, the following terms shall have the following meanings unless a
different meaning is plainly required by the context:

         (a)     "DETERMINATION DATE" shall mean, for any plan year subsequent
                 to the first plan year, the last day of the preceding plan
                 year for such plan; for the first plan year of a plan, the
                 last day of that plan year.

         (b)     "DETERMINATION PERIOD" shall mean the plan year containing the
                 Determination Date and the four (4) preceding plan years for
                 such plan.

         (c)     "FIVE PERCENT OWNER" shall mean:

                 (1)      If the Employer is a corporation, any person who owns
                          (or is considered as owning within the meaning of
                          Code Section 318) more than five percent (5%) of the
                          outstanding stock of the corporation or stock
                          possessing more than five percent (5%) of the total
                          combined voting power of all stock of the
                          corporation.

                 (2)      If the Employer is not a corporation, any person who
                          owns more than five percent (5%) of the capital or
                          profits interest in the Employer.

         (d)     "KEY EMPLOYEE" shall mean any Employee or former Employee (and
                 any Beneficiary of such Employee) who at any time during the
                 Determination Period was:

                 (1)      An officer of the Employer during a Plan Year in
                          which he received Top-Heavy Compensation greater than
                          fifty percent (50%) of the amount in effect under
                          Code Section 415(b)(1)(A) for such Plan Year.  For
                          purposes of this Paragraph, no more than fifty (50)
                          Employees (or, if lesser, the greater of three (3) or
                          ten percent (10%) of the number of Employees) shall
                          be treated as officers; or

                 (2)      One of the ten (10) Employees owning (or considered
                          as owning within the meaning of Code Section 318)
                          both more than one-half percent (1/2%) interest and
                          the largest interests in the Employer during a Plan
                          Year in which he received Top-Heavy Compensation
                          greater than the amount in effect under Code Section
                          415(c)(1)(A) for such Plan Year; or





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                 (3)      A Five Percent Owner of the Employer; or

                 (4)      A One Percent Owner of the Employer during a plan
                          year in which he received Top-Heavy Compensation
                          greater than one hundred fifty thousand dollars
                          ($150,000).

                 The determination of who is a Key Employee shall be made in
                 accordance with Code Section 416(i)(1) and the Regulations
                 thereunder.  For purposes of determining who is a One Percent
                 Owner, Five Percent Owner, or ten largest owner, the rules of
                 Code Section 414(b), (c) and (m) shall not apply.
                 Beneficiaries of Employees shall be treated as a Key Employee
                 or Non-Key Employee based on the Key Employee status of such
                 Employee; inherited benefits shall retain the Key Employee or
                 Non-Key Employee status of the Employee.

                 The term "NON-KEY EMPLOYEE" shall mean any Employee or former
                 Employee (and any Beneficiary of such Employee) who is not a
                 Key Employee.  Non-Key Employees include Employees who are
                 former Key Employees.

         (e)     "ONE PERCENT OWNER" shall mean:

                 (1)      If the Employer is a corporation, any person who owns
                          (or is considered as owning within the meaning of
                          Code Section 318) more than one percent (1%) of the
                          outstanding stock of the corporation or stock
                          possessing more than one percent (1%) of the total
                          combined voting power of all stock of the
                          corporation; or

                 (2)      If the Employer is not a corporation, any person who
                          owns more than one percent (1%) of the capital or
                          profits interest in the Employer.

         (f)     "PERMISSIVE AGGREGATION GROUP" shall mean the Required
                 Aggregation Group of plans plus any other plan or plans of the
                 Employer which, when considered as a group with the Required
                 Aggregation Group, would continue to satisfy the requirements
                 of Code Section 401(a)(4) and 410.

         (g)     "PRESENT VALUE" shall mean the actuarial present value of an
                 amount or series of amounts determined based on the Top-Heavy
                 determination provisions of a defined benefit plan that is
                 part of a Required Aggregation Group or Permissive Aggregation
                 Group with this Plan.

         (h)     "REQUIRED AGGREGATION GROUP" shall mean:

                 (1)      Each qualified plan of the Employer including any
                          plan terminated within the last five years ending on
                          the determination date, in which at least one Key
                          Employee participates in the plan year containing the
                          determination date, or any of the four preceding plan
                          years; and

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





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         (i)     "SUPER TOP-HEAVY":  This Plan is Super Top-Heavy if the Plan
                 would be Top-Heavy if "ninety percent (90%)" were substituted
                 for "sixty percent (60%)" each place it appears in Subsection
                 (j) below.

         (j)     "TOP-HEAVY":  This Plan is Top-Heavy if any of the following
                 conditions apply:

                 (1)      If the Top-Heavy Ratio for this Plan exceeds sixty
                          percent (60%) and this Plan is not part of any
                          Required Aggregation Group or Permissive Aggregation
                          Group of plans.

                 (2)      If this Plan is a part of a Required Aggregation
                          Group of plans but not part of a Permissive
                          Aggregation Group and the Top-Heavy Ratio for the
                          Required Aggregation Group of plans exceeds sixty
                          percent (60%).

                 (3)      If this Plan is a part of a Permissive Aggregation
                          Group of plans and the Top-Heavy Ratio for the
                          Permissive Aggregation Group exceeds sixty percent
                          (60%).

         (k)     "TOP HEAVY AVERAGE MONTHLY COMPENSATION" shall mean
                 one-twelfth (1/12th) of the average of a Participant's
                 Top-Heavy Compensation during the five (5) consecutive Plan
                 Years (or the total number of such years of the Participant's
                 employment, if less than five (5)) which produces the highest
                 average, but taking into account only Top-Heavy Compensation
                 for years that this Plan was Top-Heavy and any years preceding
                 a year that this Plan was Top-Heavy.

         (l)     "TOP-HEAVY COMPENSATION" shall have the same meaning as the
                 term 'Compensation' defined in Section 7.01(b), but shall
                 include contributions made by the Employer to a plan of
                 deferred compensation otherwise excluded in Section 7.01(b).

         (m)     "TOP-HEAVY RATIO" shall mean and be determined as follows:

                 (1)      If the Employer maintains one or more defined
                          contribution plans (including any simplified employee
                          pension plan) and the Employer has never maintained
                          any defined benefit plan which has covered or could
                          cover a Participant in this Plan, the Top-Heavy Ratio
                          is a fraction, the numerator of which is the sum of
                          the account balances of all Key Employees as of the
                          Determination Date and the denominator of which is
                          the sum of all account balances of all Participants
                          as of the Determination Date.  Both the numerator and
                          denominator of the Top- Heavy Ratio shall be adjusted
                          to reflect any part of any account balance
                          distributed in the five (5) year period ending on the
                          Determination Date and any contribution which is due
                          but unpaid as of the Determination Date.  In the case
                          of a defined contribution plan which is not subject
                          to Code Section 412, the adjustment for contributions
                          due but unpaid is generally the amount of any
                          contributions actually made after the Top-Heavy
                          Valuation Date but on or before the Determination
                          Date; however, for the first plan year of such a
                          plan, the adjustment shall also reflect the amount of
                          any contributions made after the Top-Heavy Valuation
                          Date that are allocated as of a date in that first
                          plan year.  In





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         the case of a defined contribution plan that is subject to Code
         Section 412, the account balances shall include contributions that
         would be allocated as of a date not later than the Determination Date,
         even though those amounts are not yet required to be contributed;
         furthermore, the adjustment for contributions due but unpaid shall
         reflect the amount of any contribution actually made (or due to be
         made) after the Top-Heavy Valuation Date but before the expiration
         date of the extended payment period in Code Section 412(c)(10).

                 (2)      If the Employer maintains one or more defined
                          contribution plans (including any simplified employee
                          pension plan) and the Employer maintains or has
                          maintained one or more defined benefit plans which
                          have covered or could cover a Participant in this
                          Plan, the Top-Heavy Ratio is a fraction, the
                          numerator of which is the sum of account balances
                          under the defined contribution plans for all Key
                          Employees and the Present Value of accrued benefits
                          under the defined benefit plans for all Key
                          Employees, and the denominator of which is the sum
                          of the account balances under the defined
                          contribution plans for all Participants and the
                          Present Value of accrued benefits under the defined
                          benefit plans for all Participants.  Both the
                          numerator and denominator of the Top-Heavy Patio are
                          adjusted for any part of any account balance or
                          accrued benefit distributed in the five (5) year
                          period ending on the Determination Date and any
                          contribution to a defined contribution plan due but
                          unpaid as of the Determination Date.  In the case of
                          a defined contribution plan which is not subject to
                          Code Section 412, the adjustment for contributions
                          due but unpaid is generally the amount of any
                          contributions actually made alter the Top-Heavy
                          Valuation Date but on or before the Determination
                          Date; however, for the first plan year of such a
                          plan, the adjustment shall also reflect the amount of
                          any contributions made after the Top-Heavy Valuation
                          Date that are allocated as of a date in that first
                          plan year.  In the case of a defined contribution
                          plan that is subject to Code Section 412, the account
                          balances shall include contributions that would be
                          allocated as of a date not later than the
                          Determination Date, even though those amounts are not
                          yet required  to be contributed; furthermore, the
                          adjustment for contributions due but unpaid shall
                          reflect the amount of any contribution actually made
                          (or due to be made) alter the Top-Heavy Valuation
                          Date but before the expiration date of the extended
                          payment period in Code Section 412(c)(10).

                 (3)      For purposes of (1) and (2) above, the value of
                          account balances and the Present Value of accrued
                          benefits shall be determined as of the most recent
                          Top-Heavy Valuation Date that falls within or ends
                          with the twelve month period ending on the
                          Determination Date.  The account balances and accrued
                          benefits of a Participant who is not a Key Employee
                          but who was a Key Employee in a prior year shall be
                          disregarded.  For Plan Years beginning after December
                          31, 1984, the account balances and accrued benefits
                          of any Participant who has not performed any service
                          for the Employer at any time during the five (5) year
                          period ending on the Determination Date shall be
                          disregarded.  In the case of a defined benefit plan,
                          the Present Value of Accrued Benefits shall not
                          reflect any proportional subsidies and





                                      133
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         shall reflect any non-proportional subsidies provided by the plan.
         The calculations of the Top-Heavy Patio, and the extent to which
         distributions, rollovers and transfers are taken into account shall be
         made in accordance with Code Section 416 and the Regulations
         thereunder.  In the case of unrelated rollovers and transfers: (1) the
         plan making the distribution or transfer shall count the distribution
         as part of an accrued benefit distributed; and (2) the plan accepting
         the rollover or transfer shall not consider the rollover or transfer
         as part of the accrued benefit if such rollover or transfer was
         accepted after December 31, 1983, and shall consider the rollover or
         transfer as part of the accrued benefit if such rollover or transfer
         was accepted prior to January 1, 1984.  In the case of related
         rollovers and transfers, the plan making the distribution or transfer
         shall not count the distribution or transfer as part of an accrued
         benefit distributed, and the plan accepting the rollover or transfer
         shall count the rollover or transfer as part of the accrued benefit.
         Deductible employee contributions shall not be taken into account for
         purposes of computing the Top-Heavy Ratio.  When aggregating plans,
         the value of account balances and accrued benefits will be calculated
         with reference to the Determination Dates that fall within the same
         calendar year.
       
         For purposes of the above, a Participant's Accrued Benefit in a 
         defined benefit plan shall be determined under a uniform accrual 
         method which applies for all defined benefit plans maintained by the 
         Employer or, if there is no such method, under the method described in
         Code Section 411(b)(1)(C) which provides the slowest rate of accrual.

         (n)     "TOP-HEAVY VALUATION DATE" shall mean the date as of which the
                 Present Value of accrued benefits under a defined benefit plan
                 or account balances under a defined contribution plan, which
                 is part of a Permissive Aggregation Group or Required
                 Aggregation Group, is determined for calculating the Top-Heavy
                 Ratio.  For a defined benefit plan, such date shall be the
                 same as the actuarial valuation date used for computing plan
                 costs under Code Section 412, regardless of whether an
                 actuarial valuation is performed that year.  For a defined
                 contribution plan, such date shall be the last day of the plan
                 year.

         19.03   TOP-HEAVY MINIMUM REQUIRED ALLOCATION:  For any Plan Year in
which the Plan is Top-Heavy but not Super Top-Heavy:

         (a)     Except as otherwise provided below, the Employer contributions
                 and forfeitures allocated on behalf of any Participant who is
                 a Non-Key Employee shall not be less than the lesser of:

                 (1)      three percent (3%) of such Participant's Top-Heavy
                          Compensation; or

                 (2)      In the case where the Employer has no defined benefit
                          plan which designates this Plan to satisfy Code
                          Section 401 and 416(c), the largest percentage of
                          Employer contributions and forfeitures, as a
                          percentage of the first two hundred thousand dollars
                          ($200,000), (or such larger  amount as may be
                          prescribed by the Secretary of the Treasury or his
                          delegate) of the Key Employee's Top-Heavy
                          Compensation, allocated on behalf of





                                      134
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                          any Key Employee for that year.  In calculating this 
                          percentage, amounts contributed by the Employer, 
                          pursuant to a salary reduction agreement, to a plan 
                          which is qualified under Code Section 401(k) shall be
                          treated as Employer contributions.

         (b)     The minimum allocation shall be determined without regard to
                 any Social Security contribution by the Employer.  This
                 minimum allocation shall be made even though, under other Plan
                 provisions, the Participant would not otherwise be entitled to
                 receive an allocation, or would have received a lesser
                 allocation for the Plan Year because of:

                 (1)      The Participant's failure to complete one thousand
                          (1000) Hours of Service (or any equivalent provided
                          in the Plan);

                 (2)      The Participant's failure to make mandatory employee
                          contributions to the Plan;

                 (3)      Compensation less than a stated amount;

                 (4)      The Employer having no Net Profits; or

                 (5)      In the case of a plan qualified under Code Section
                          401(k), the Participant's failure to make elective
                          contributions to such plan.

                 If a Participant is required to receive a minimum allocation
                 under this Subsection and such amount exceeds the amount that
                 the Participant would receive under other Plan provisions, the
                 Employer shall make an additional contribution for such
                 Participant.  Such additional contribution shall be allocated
                 to the Employer Contribution Account of such Participant in
                 the same manner as regular Employer contributions, pursuant to
                 Article VII.

         (c)     The provisions in Subsections (a) and (b) above shall not
                 apply to any Participant who was not employed by the Employer
                 on the last day of the Plan Year.

         (d)     The provisions in Subsections (a) and (b) above shall not
                 apply to a Participant if such Participant is covered under a
                 defined contribution plan designated by the Employer to
                 provide the Top-Heavy minimum benefits, and such Participant
                 receives an allocation of Employer contributions and
                 forfeitures under that plan during the subject Plan Year which
                 is at least as great as the amount otherwise required under
                 (a) and (b) above.  If the amount of Employer contributions
                 and forfeitures allocated to such a Participant under that
                 plan during the subject Plan Year is less than the amount
                 required under (a) and (b) above, the amount otherwise
                 required under (a) and (b)above shall be reduced by the amount
                 so allocated under that plan.

         19.04   SUPER TOP-HEAVY MINIMUM REQUIRED ALLOCATION:  For any Plan
Year in which the Plan is Super Top-Heavy:

         (a)     Except as otherwise provided below, the Employer contributions
                 and forfeitures allocated on





                                      135
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                 behalf of any Participant who is a Non-Key Employee shall not
                 be less than the lesser of:

                 (1)      five percent (5%) of such Participant's Top-Heavy
                          Compensation; or

                 (2)      In the case where the Employer has no defined benefit
                          plan which designates this Plan to satisfy Code
                          Section Section 401 and 416(c), the largest
                          percentage of Employer contributions and forfeitures,
                          as a percentage of the First two hundred thousand
                          dollars ($200,000), (or such larger amount as may be
                          prescribed by the Secretary of the Treasury or his
                          delegate) of the Key Employee's Top-Heavy
                          Compensation, allocated on behalf of any Key Employee
                          for that year.  In calculating this percentage,
                          amounts contributed by the Employer, pursuant to a
                          salary reduction agreement, to a plan which is
                          qualified under Code Section 401(k) shall be treated
                          as Employer contributions.

                 The minimum allocation shall be determined without regard to
                 any Social Security contribution by the Employer.  This
                 minimum allocation shall be made even though, under other Plan
                 provisions, the Participant would not otherwise be entitled to
                 receive an allocation, or would have received a lesser
                 allocation for the Plan Year because of:

                 (1)      The Participant's failure to complete one thousand
                          (1000) Hours of Service (or any equivalent provided
                          in the Plan);

                 (2)      The Participant's failure to make mandatory employee
                          contributions to the Plan;

                 (3)      Compensation less than a stated amount;

                 (4)      The Employer having no Net Profits; or

                 (5)      In the case of a plan qualified under Section 401(k)
                          of the Code, the Participant's failure to make
                          elective contributions to such plan.

         (b)     If a Participant is required to receive a minimum allocation
                 under this Subsection and such amount exceeds the amount that
                 the Participant would receive under other Plan provisions, the
                 Employer shall make an additional contribution for such
                 Participant.  Such additional contribution shall be allocated
                 to the Employer Contribution Account of such Participant in
                 the same manner as regular Employer contributions, pursuant to
                 Article VII.

         (c)     The provisions in Subsections (a) and (b) above shall not
                 apply to any Participant who was not employed by the Employer
                 on the last day of the Plan Year.

         (d)     The provisions in Subsections (a) and (b) above shall not
                 apply to a Participant if such Participant is covered under a
                 defined contribution plan designated by the Employer to
                 provide the Top-Heavy minimum benefits, and such Participant
                 receives an allocation of Employer contributions and
                 forfeitures under that plan during the subject Plan Year which
                 is at least as great as the amount otherwise required under
                 (a) and (b) above.  If the amount of





                                      136
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         Employer contributions and forfeitures allocated to such a Participant
         under that plan during the subject Plan Year is less than the amount
         required under (a) and (b) above, the amount otherwise required under
         (a) and (b) above shall be reduced by the amount so allocated under
         that plan.

         19.05   NON-FORFEITABILITY OF MINIMUM TOP-HEAVY ALLOCATION:  The
minimum allocation of Employer contributions or forfeitures required under
Sections 19.03 or 19.04 (to the extent required to be non-forfeitable under
Code Section 416(b)) shall not be forfeited in the case of a suspension of
benefits under Code Section 411(a)(3)(B) or a withdrawal of mandatory employee
contributions under Code Section 411(a)(3)(D).

         19.06   COMPENSATION LIMITATION:  For any Plan Year in which the Plan
is Top-Heavy, only the first two hundred thousand dollars ($200,000), (or such
larger amount as may be prescribed by the Secretary of the Treasury or his
delegate), of a Participant's Annual Compensation or Top-Heavy Compensation
shall be taken into account for purposes of this Plan.  Notwithstanding the
previous sentence, no such limitation shall be imposed for purposes of Sections
5.07 and 7.01.

         19.07   MINIMUM VESTING PROVISION:  For any Plan Year in which this
Plan is Top- Heavy, the following vesting schedules shall automatically apply
to each Participant in the Plan, unless under Section 11.01 the Participant
would be entitled to a larger vested benefit, in which case the vested benefit
as provided in Section 11.01 shall apply to such Participant:

Employer Profit-Sharing Contribution Accounts:



             Years of                                              Vesting
         Vesting Service                                          Percentage
         ---------------                                          ----------
                                                               
         Less than 2                                                0%
         2                                                          20%
         3                                                          40%
         4                                                          60%
         5                                                          80%
         6 or more                                                  100%


Employer Matching Contribution Accounts:



             Years of                                             Vesting
         Vesting Service                                         Percentage
         ---------------                                         ----------
                                                               
         Less than 3                                                0%
         3 or more                                                  100%


These vesting schedules apply to all accrued benefits within the meaning of
Code Section 411(a)(7), except those attributable to employee contributions,
including benefits accrued before the effective date of Code Section 416 and
benefits accrued before the Plan became Top-Heavy.  Further, no reduction in
vested benefits may





                                      137
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occur in the event the Plan's status as Top- Heavy changes for any Plan Year
and any change in the Plan's vesting schedule due to a change in Top-Heavy
status shall be subject to the provision of Section 11.10.  However, this
Section does not apply to the Accrued Benefit of any Employee who does not have
an Hour of Service after the Plan has initially become Top-Heavy; such
Employee's Vested Interest attributable to Employer contributions and
forfeitures shall be determined without regard to this Section.

         19.08   ADJUSTMENTS TO LIMITATIONS:  For any Plan Year in which the
Plan is Top-Heavy, the following adjustments shall be made to the denominators
of the Defined Benefit Fraction and Defined Contribution Fraction as defined in
Section 7.01.

         (a)     SUPER TOP-HEAVY:  In any Plan Year in which the Plan is Super
                 Top-Heavy the denominators shall be computed by substituting
                 "one hundred percent (100%)" for "one hundred twenty-five
                 percent (125%)" each place it appears in such definitions.

         (b)     Not Super Top-Heavy:  In any Plan Year in which the Plan is
                 Top-Heavy but not Super Top-Heavy the denominators shall be
                 computed by substituting "one hundred percent (100%)" for "one
                 hundred twenty-five percent (123%)" each place it appears in
                 such definitions.

         19.09   PARTICIPANT ELECTIVE DEFERRALS:  For Plan Years beginning and
before January 1, 1989, Elective Deferrals shall be taken into account in
determining the amount of Employer contributions allocated to a Participant
under Sections 19.03 and 19.04 above.  For Plan Years beginning after December
31, 1988, Elective Deferrals shall not be taken into account in determining the
amount of Employer contributions allocated to a Participant under Sections
19.03 and 19.04 above.





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                                   ARTICLE XX

                         PROVISIONS AFFECTING BENEFITS


         20.01   AVAILABILITY OF LOANS:  At the written election of the Plan
Sponsor, the Plan may offer loans to Participants.  In the event of such an
election, the terms of this Section 20.01 and the succeeding Sections of this
Article XX shall apply.  Upon acceptance of an application by a Participant who
is an active Employee, the Plan Administrator shall direct the Trustee to make
a loan to the Participant from his Plan Accounts (including any Rollover
Accounts), subject to the provisions of this Article. In considering a
Participant's application for a loan, the Plan Administrator shall base its
decision whether to grant a loan on a uniform and non-discriminatory policy,
without regard to the race, color, religion, sex, age or national origin of the
applicant.

         20.02   LOAN ADMINISTRATION:  The Employer shall prepare and adopt a
written Participant Loan Administration Policy Statement, whose provisions
shall be made part of this Plan.  The Policy Statement shall set forth:

         (a)     the identity of the person or persons authorized to administer
                 the loan program;

         (b)     the procedure for applying for a loan;

         (c)     the basis on which loans will be approved or denied;

         (d)     limitations, if any, on the types and amounts of loans
                 offered;

         (e)     the procedure for determining a reasonable rate of interest;

         (f)     the types of collateral which may secure a loan; and

         (g)     the events constituting default and the steps to be taken to
                 preserve plan assets in the event of a default.

         20.03   AMOUNT OF LOAN:  The amount of any loan to a Participant when
added to the outstanding balance of any previous loans made to him pursuant to
this Article or under any other qualified plan maintained by the Employer,
shall not exceed the lesser of:

         (a)     Fifty percent (50%) of the vested balance in his Plan Accounts
                 (including any Rollover Accounts); or

         (b)     $50,000, reduced by the excess (if any) of:

                 (1)      the highest outstanding balance of loans from the
                          plan during the 1-year period ending on the day
                          before the date on which such loan was made, over





                                      139
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                 (2)      the outstanding balance of loans from the plan on the
                          date on which such loan was made.

         20.04   COLLATERAL REQUIREMENTS:  Any loan to a Participant shall be
secured solely by the balance in his Plan Account (including any Rollover
Account).  In the event of default on the loan, however foreclosure and
attachment of such security shall not occur until a distributable event occurs
under the Plan.

         20.05   LOAN TERMS:  Any loan made to a Participant by the Trustee
shall be evidenced by a promissory note of the Participant drawn in favor of
the Trust.  Such note  shall bear a reasonable rate of interest and shall be
amortized in level installments payable at least quarterly within a specified
period of time not to exceed five (5) years, unless such loan is used to
acquire a dwelling unit which, within a reasonable period of time (determined
at the time the loan is made), will be used as the principal residence of the
Participant or Beneficiary, in which case the specified period of time shall
not exceed ten (10) years.

         20.06   ACCOUNTING FOR LOANS:  Any loan to a Participant pursuant to
this Article shall be treated as a directed investment of his Participant
Accounts (excluding his Rollover Account).  For purposes of allocating the
general investment income of the Trust Fund pursuant to Section 6.03, the
balance in his Accounts shall be treated as equal to the actual balance in the
Accounts minus the outstanding balance of any loans.  Furthermore, for purposes
of Section 6.03, repayments of principal and interest on such loan shall be
treated as deposits to the adjusted balance (determined pursuant to the
preceding sentence) of his Participant Accounts.

         20.07   EFFECT OF TERMINATION OF EMPLOYMENT OR PLAN:  If a Participant
terminates employment with the Employer for any reason, the outstanding balance
of any loans made to him shall become fully payable no later than ninety (90)
days following his termination of employment or, if earlier, on his Annuity
Starting Date.  In the event of a termination of the Plan, any outstanding
loans shall be due and fully payable within ninety (90) days of the effective
date of such termination, or the date the Participant or Beneficiary is
notified of such termination.  If the Participant or Beneficiary has not fully
repaid any loan as of the date full payment is due, any unpaid balance shall be
deducted from his Vested Accrued Benefit prior to determining the amount of any
immediate or deferred benefit payable to the Participant or Beneficiary, his
spouse or his Beneficiary and applied toward repayment of the loan.

         20.08   SPOUSAL CONSENT:  No loan shall be made to a Participant
unless the Participant consents to the loan and acknowledges the possible
reduction in Plan benefits which would occur in the event of default on the
loan.  No spousal consent shall be required for any loan as long as no portion
of the Participant's Accrued Benefit may be distributed from the Plan in the
form of an annuity.  If any portion of the Participant's Accrued Benefit may be
distributed in the form of an annuity, then no loan shall be made to that
Participant unless the Participant and his spouse (if any) consent to such loan
and acknowledge the possible reduction in Plan benefits which would occur in
the event of default on the loan.  Such consent and acknowledgment shall be
provided in writing no earlier than ninety (90) days prior to the making of the
loan and witnessed by the Plan Administrator (or representative thereof) or a
Notary Public.  In the event of the renegotiation, extension, renewal or other
revision of the loan, a new spousal consent shall be required.





                                      140
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         20.09   ANTI-ALIENATION:  Except as specifically provided in Sections
20.04 and 20.10, no benefit which shall be payable out of the Trust Fund to any
person (including a Participant, Former Participant or Beneficiary) shall be
subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt to anticipate, alienate, sell,
transfer, assign, pledge, encumber, or charge the same shall be void.  No
benefit shall in any manner be liable for or subject to the debts, contracts,
liabilities, engagements, or torts of any person, nor shall it be subject to
attachment or legal process for or against person, and the same shall not be
recognized by the Trustee, except to such extent as may be required by law.

         20.10   QUALIFIED DOMESTIC RELATIONS ORDERS:  Section 20.09 shall
apply to the creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant, Former Participant or Beneficiary
pursuant to a Domestic Relations Order, unless such Domestic Relations Order is
determined to be a Qualified Domestic Relations Order.  In the event the Plan,
the Trustee, or the Plan Administrator receives a Domestic Relations Order, the
Plan Administrator shall promptly notify the Participant, Former Participant or
Beneficiary whose benefit is the subject of such order and provide him with the
Plan's procedure for determining whether such order is a Qualified Domestic
Relations Order.  Unless and until said order is set aside, the following
provisions shall apply:

         (a)     The Plan Administrator shall within a reasonable time
                 determine whether the order is a Qualified Domestic Relations
                 Order and shall notify the Participant, Former Participant or
                 Beneficiary whose benefit is the subject of such order, of
                 such determination.

         (b)     Until the determination is made as required by subsection (a),
                 the Plan Administrator shall establish a separate account in
                 the Plan in the amounts which would have been payable to a
                 person other than as required by this Plan if it had complied
                 with the order.

         (c)     If, within eighteen (18) months after the receipt of the order
                 by the Trustee or Plan Administrator, the Plan Administrator
                 determines that the order is a Qualified Domestic Relations
                 Order, the Plan Administrator shall direct the Trustee and the
                 Trustee shall pay the segregated amounts plus any other
                 amounts to the Alternative Payee(s) named in such order in
                 accordance with such order.

         (d)     If, within eighteen (18) months after the receipt of the order
                 by the Trustee or Plan Administrator, the Plan Administrator
                 determines that the order is not a Qualified Domestic
                 Relations Order, the Plan Administrator shall direct the
                 Trustee and the Trustee shall disregard the order and pay in
                 accordance with this Plan amounts required hereunder
                 (including segregated amounts and any interest thereon) to the
                 person to whom the payments would have been made if there had
                 been no such order.

         (e)     Notwithstanding Subsections (6), (c) and (d) above, if the
                 Trustee or Plan Administrator was a party to the proceedings
                 which issued the order or is otherwise bound by the order and
                 the Trustee or Plan Administrator is ordered by such order to
                 pay in accordance with said order, the Plan Administrator may
                 after notice to the Participant, Former Participant or
                 Beneficiary, direct the Trustee to and the Trustee shall, upon
                 such direction, pay in accordance with said





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                 order unless the Code or ERISA prohibits such payment.

         (f)     If, more than eighteen (18) months after the receipt of the
                 order by the Trustee or Plan Administrator, a determination is
                 made that such order is a Qualified Domestic Relations Order,
                 the Plan Administrator shall direct the Trustee and the
                 Trustee shall pay such amounts to the Alternate Payee(s) named
                 in such order in accordance with such order, but only with
                 respect to amounts which are payable after the date such
                 determination is made.

         (g)     The Plan Administrator shall establish reasonable procedures
                 to determine whether an order received by it or the Trustee is
                 a Qualified Domestic Relations Order and to administer
                 distributions pursuant to said order.

         (h)     Nothing in this Section 20.10 shall be deemed to allow payment
                 under a Qualified Domestic Relations Order to an Alternate
                 Payee of any benefit prior to the first day of the month
                 following the date the Participant or Former Participant whose
                 benefits are subject to the QDRO terminates employment or
                 attains age fifty (50).

         20.11   QDRO DEFINITIONS:  For purposes of Section 20.10 the following
definitions and rules shall apply:

         (a)     "ALTERNATE PAYEE" shall mean any spouse, former spouse, child
                 or other dependent of a Participant or Former Participant who
                 is recognized by a Qualified Domestic Relations Order as
                 having a right to receive all, or a portion of, the benefits
                 payable under this Plan with respect to such Participant or
                 Former Participant.

         (b)     "DOMESTIC RELATIONS ORDER" shall mean any judgment, decree, or
                 order (including approval of a property settlement agreement)
                 which:

                 (1)      relates to the provision of child support, alimony
                          payments, or marital property rights to a spouse,
                          child, or other dependent of a Participant or Former
                          Participant and

                 (2)      is made pursuant to a state domestic relations law
                          (including a community property law).

         (c)     "QUALIFIED DOMESTIC RELATIONS ORDER" shall mean any Domestic
                 Relations Order which meets the following requirements:

                 (1)      Creates or recognizes the existence of an Alternate
                          Payee's right to, or assigns to an Alternate Payee
                          the right to, receive all or a portion of the
                          benefits payable with respect to a Participant or
                          Former Participant under this Plan;

                 (2)      Specifies the name and the last known mailing address
                          (if any) of the Participant or Former Participant and
                          the name and mailing address of each Alternate Payee
                          covered by the order;





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                 (3)      Specifies the amount or percentage of the
                          Participant's or Former Participant's benefits to be
                          paid to each Alternate Payee therein named, or the
                          manner in which such amount or percentage is to be
                          determined;

                 (4)      Specifies the number of payments or period to which
                          such order applies;

                 (5)      Specifies each plan to which such order applies;

                 (6)      Does not require this Plan to provide any type or
                          form of benefit, or any option, not otherwise
                          provided under this Plan;

                 (7)      Does not require this Plan to provide increased
                          benefits (determined on the basis of actuarial
                          value); and

                 (8)      Does not require the payment of benefits to an
                          Alternate Payee which are required to be paid to
                          another Alternate Payee under another judgment,
                          decree, or order previously determined to be a
                          Qualified Domestic Relations Order.

         20.12   ADDITIONAL QDRO RULES:  The following additional rules shall
apply to the determination and application of any Domestic Relations Order.

         (a)     A Domestic Relations Order shall not be treated as failing to
                 satisfy the requirements of Section 20.11 solely because such
                 Domestic Relations Order requires that payment of benefits be
                 made to an Alternate Payee:

                 (1)      On or after the date on which the Participant or
                          Former Participant attains (or would have attained)
                          his Earliest Retirement Age;

                 (2)      As if the Participant or Former Participant had
                          retired on the date on which such payment is to begin
                          under such order (but taking into account only the
                          Actuarial Equivalent value of the benefits actually
                          accrued and not taking into account the Actuarial
                          Equivalent value of any Employer subsidy for early
                          retirement): or

                 (3)      In any form in which such benefits may be paid under
                          this Plan to the Participant or Former Participant
                          (other than in the form of a joint and survivor
                          annuity with respect to the Alternate Payee and his
                          or her subsequent spouse).

                 Notwithstanding the foregoing, if the Participant dies before
                 attaining his Earliest Retirement Age, benefits shall be paid
                 to the Alternate Payee only if the order requires survivor
                 benefits to be paid to such Alternate Payee.

         (b)     A Domestic Relations Order shall not be treated as failing to
                 meet the requirements of Section 20.11(c)(2) merely because
                 the Domestic Relations Order does not specify the current
                 mailing address of the Participant or Former Participant or
                 Alternate Payee, if the





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                 Plan Administrator has reason to know such address or addresses
                 independently of the Domestic Relations Order.

         (c)     A Domestic Relations Order shall not be treated as failing to
                 meet the requirements of Section 20.11(c) merely because the
                 Domestic Relations Order provides that survivor benefits
                 required to be paid to a spouse be paid to an Alternate Payee
                 who is a former spouse of the Participant or Former
                 Participant and who was married to such Participant or Former
                 Participant for at least one (1) year.

         (d)     No Domestic Relations Order entered before January 1, 1985
                 shall be treated as a Qualified Domestic Relations Order
                 except that:

                 (1)      If the Trust is paying benefits on January 1, 1985
                          pursuant to a Domestic Relations Order which complies
                          with Section 20.11(c), then such order shall be
                          deemed a Qualified Domestic Relations Order; and

                 (2)      The Plan Administrator may, in its sole discretion,
                          treat any order entered before January 1, 1985 as a
                          Qualified Domestic Relations Order even though such
                          order does not comply with the requirements of
                          Section 20.11(c).

         (e)     To the extent provided in any Qualified Domestic Relations
                 Order, the former spouse of a Participant shall be treated as
                 a surviving spouse for purposes of this Plan.





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                                  ARTICLE XXI

                          MULTIPLE EMPLOYER PROVISIONS


         21.01   ADOPTION BY OTHER GIBBONS EMPLOYERS:  With the consent of the
Sponsoring Employer and by a properly executed document evidencing the intent
and will of the adopting Gibbons Employer, any other Gibbons Employer may adopt
this Plan and all of the provisions hereof and participate herein and be known
as a Participating Employer.

21.02    REQUIREMENTS OF PARTICIPATING GIBBONS EMPLOYERS:

         (a)     Each Participating Gibbons Employer shall be required to use
                 the Trustee determined by the Plan Sponsor or Plan
                 Administrator.

         (b)     The Trustee may, but shall not be required to, commingle, hold
                 and invest as one Trust Fund all contributions made by
                 Participating Gibbons Employers, as well as all increments
                 thereof.  The assets of the Plan shall, on an ongoing basis, be
                 available to pay benefits to all Participants and Beneficiaries
                 under the Plan without regard to the Participating Gibbons
                 Employer who contributed such assets.

         (c)     The transfer of any Participant from or to a Gibbons Employer
                 participating in this Plan, whether he is an Employee of the
                 Sponsoring Employer or a Participating Gibbons Employer, shall
                 not affect the Participant's rights under the Plan, and the
                 Participant's Accounts, as well as all accumulated service with
                 the transferor or predecessor, shall continue to his credit.

         (d)     Any expenses of the Trust and Plan which are to be paid by the
                 Employer or borne by the Trust Fund, including funding of
                 benefits, shall be paid by each Participating Gibbons Employer
                 in the same proportion that the total amount of the Accounts
                 standing to the credit of all Participants employed by such
                 Gibbons Employer bears to the total of the Accounts standing to
                 the credit of all Participants.

         21.03   DESIGNATION OF AGENT:  Each Participating Gibbons Employer
shall be deemed to be a part of this Plan.  With respect to all of its relations
with the Trustee and Plan Administrator for the purpose of this Plan, each
Participating Gibbons Employer shall be deemed to have designated irrevocably
the Sponsoring Employer as its agent.  Unless the context of the Plan clearly
indicates the contrary, the word "Employer" shall be deemed to include each
Participating Gibbons Employer as related to its adoption of the Plan.

         21.04   EMPLOYEE TRANSFERS:  It is anticipated that an Employee may be
transferred between Participating Gibbons Employers, and in the event of any
transfer, the Employee involved shall carry with him all of his accumulated
service and eligibility.  No transfer shall effect a termination of employment





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hereunder, and the Participating Gibbons Employer to which the Employee is
transferred shall thereupon become obligated hereunder with respect to such
Employee in the same manner as was the Participating Gibbons Employer from whom
the Employee was transferred.

         21.05   AMENDMENT:  The Sponsoring Employer may amend this Plan at any
time without regard to whether there are Participating Gibbons Employers
hereunder.  No written action of a Participating Gibbons Employer shall be
required to validate an amendment.

         21.06   DISCONTINUANCE OF PARTICIPATION:  A Participating Gibbons
Employer shall be permitted to discontinue or revoke its participation in the
Plan.  At the time of any discontinuance or revocation, satisfactory evidence
thereof and of any applicable conditions imposed shall be delivered to the
Trustee.  If so directed by the Plan Administrator, the Trustee shall transfer,
deliver and assign Contracts and other Fund assets allocable to the
Participants of such Participating Gibbons Employer to the new Trustee as shall
have been designated by the Participating Gibbons Employer. in the event that
it has established a separate pension plan for its Employees. No such transfer
shall be made if the result is the elimination or reduction of any Code Section
411(d)(6) protected benefits.  If no successor is designated, the Trustee shall
retain the assets for the Employees of the Participating Gibbons Employer
pursuant to the provisions of the Plan.  In no event shall any part of the
corpus or income of the Trust as it relates to the Participating Gibbons
Employer be used for or diverted for purposes other than for the exclusive
benefit of the Employees of the Participating Gibbons Employer.

         21.07   ADMINISTRATOR'S AUTHORITY:  The Plan Administrator shall have
authority to make any and all necessary rules or regulations, binding upon all
Participating Gibbons Employers and all Participants, to effectuate the
purposes of this Article.

         21.08   PARTICIPATING EMPLOYER CONTRIBUTIONS:  All contributions made
by a Participating Gibbons Employer, as provided for in this Plan, shall be
determined separately for each Participating Gibbons Employer, and shall be
allocated only among Participants eligible to share who are Employees of the
Participating Gibbons Employer making the contribution.  The Administrator
shall keep separate books and records concerning the affairs  of each
Participating Gibbons Employer hereunder and as to the accounts and credits of
the Employees of each Participating Gibbons Employer.  The Trustee may, but
need not, register Contracts so as to evidence that a particular Participating
Gibbons Employer is the interested Employer hereunder.  In the event of an
Employee transfer from one Participating Gibbons Employer to another, the
employing Employer shall immediately notify the Administrator.





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                                  ARTICLE XXII

                                 MISCELLANEOUS


         22.01   PARTICIPANT'S RIGHTS:  This plan shall not be deemed to
constitute a contract between the Employer and any Participant or to be a
consideration or an inducement for the employment of any Participant or
Employee.  Nothing contained in this Plan shall be deemed to give any
Participant or Employee the right to be retained in the service of the Employer
or to interfere with the right of the Employer to discharge any Participant or
Employee at any time regardless of the effect which such discharge shall have
upon him as a Participant of this Plan.

         22.02   ACTIONS CONSISTENT WITH TERMS OF PLAN:  All actions taken by
the Employer, Plan Administrator or Trustee with respect to Trust assets shall
be in accordance with the terms of the Plan and Trust.

         22.03   PERFORMANCE OF DUTIES:  All parties to this Plan and Trust, or
those claiming any interest hereunder, agree to perform any and all acts and
execute any and all documents and papers which are necessary or desirable for
carrying out this Plan and Trust or any of its provisions.

         22.04   VALIDITY OF PLAN:  This Plan shall be construed in a way that
is consistent with ERISA and regulations thereunder, the Internal Revenue Code
and regulations thereunder, and, to the extent state law has not been preempted
by federal law, the laws of the State in which the Plan Sponsor has its
principal office. In case any provision of this Plan shall be held illegal or
invalid for any reason, such determination shall not affect the remaining
provisions of the Plan; but the Plan shall be construed and enforced as if such
provision had never been included therein.

         22.05   LEGAL ACTION:  In the event any claim, suit, or proceeding is
brought regarding the Trust and/or Plan established hereunder to which the
Trustee or the Plan Administrator may be a party, and such claim, suit, or
proceeding is resolved in favor of the Trustee or Plan Administrator, they
shall be entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees, and other expenses pertaining thereto incurred by them for
which they shall have become liable.

         22.06   GENDER AND NUMBER:  Wherever any words are used herein in the
masculine, feminine or neuter gender, they shall be construed as though they
were also used in another gender in all cases where they would so apply, and
whenever any words are used herein in the singular or plural form, they shall
be construed as though they were also used in the other form in all cases where
they would so apply.

         22.07   UNIFORMITY:  All provisions of this Plan shall be interpreted
and applied in a uniform, nondiscriminatory manner.

         22.08   HEADINGS:  The headings and subheadings of this Agreement have
been inserted for convenience of reference and are to be ignored in any
construction of the provisions hereof.





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         22.09   RECEIPT AND RELEASE FOR PAYMENTS:  Any payment to any
Participant, his legal representative, Beneficiary, or to any guardian or
committee appointed for such Participant or Beneficiary in accordance with the
provisions of this Agreement, shall, to the extent thereof, be in full
satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require such Participant, legal representative, Beneficiary,
guardian or committee, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as shall be determined by the Trustee
or Employer.

         22.10   PAYMENTS TO MINORS, INCOMPETENTS:  In making a payment to or
for the benefit of any minor or incompetent Participant or Beneficiary who, in
the opinion of the Plan Administrator, is incapable of properly using,
expending, investing, or otherwise disposing such distribution, the Plan
Administrator, in his sole, absolute and uncontrolled discretion may, but need
not, order the Trustee to make such distribution to a legal or natural guardian
or other relative of such minor, or court appointed committee of any
incompetent, or to any adult with whom such person temporarily or permanently
resides; and any such guardian, committee, relative or other person shall have
full authority and discretion to expend such distribution for the use and
benefit of such person; and the receipt of such guardian, committee, relative
or other person shall be a complete discharge to the Trustee, without any
responsibility on its part or the part of the Plan Administrator to see to the
application thereof.

         22.11   MISSING PERSONS:  Notwithstanding any provision in this Plan
and Trust to the contrary, if the Plan Administrator is unable to locate any
Former Participant who is entitled to benefits under this Plan within three (3)
years of the date he becomes entitled to a distribution from the Trust Fund,
any amounts being held for his behalf shall be forfeited and used to reduce the
Employer's contributions to the Plan and Trust.  The Plan Administrator shall
proceed with due diligence in attempting to locate any Former Participant.
Provided, however, no forfeiture shall occur until the Plan Administrator has
mailed the Former Participant a notice of the benefits and the provisions of
this section to his last known address, via U.S. Mail postage prepaid, return
receipt requested.  And, provided further, if the Former Participant is located
subsequent to such forfeiture, the forfeited amount shall be reinstated and the
Former Participant shall receive a distribution of his Vested Interest in
accordance with the provisions of the Plan.

         22.12   TRANSFER OF INTEREST:  Notwithstanding any other provision
contained in this Plan, the Trustee at the direction of the Plan Administrator
shall transfer the lump sum amount otherwise payable to a Participant or Former
Participant to another trust forming part of a pension, profit sharing, or
stock bonus plan maintained by such Participant's new employer and represented
by said employer in writing as meeting the requirements of Code Section 401(a)
provided that the trust to which such transfers are made permits the transfer
to be made.

         22.13   PROHIBITION AGAINST DIVERSION OF FUNDS: It shall be impossible
by operation of the Plan or of the Trust, by termination of either, by power of
revocation or amendment, by the happening of any contingency, by collateral
arrangement or by any other means, for any part of the corpus or income of any
trust fund maintained pursuant to the Plan or any funds contributed thereto to
be used for, or diverted to, purposes other than the exclusive benefit of
Participants, Former Participants or their Beneficiaries, except as provided in
Sections 17.04 and 21.19.

         22.14   PERIOD OF THE TRUST:  If it shall be determined that the
applicable State law requires a




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limitation on the period during which this Trust shall continue, then such
Trust shall not continue for a period longer than twenty-one (21) years
following the death of the last of those Participants, including future
Participants, who are living at the Effective Date hereof.  At least one
hundred eighty (180) days prior to the end of the twenty-first (21st) year as
described in the first sentence of this Section, the Plan Sponsor, the Plan
Administrator and the Trustee shall provide for the establishment of a
successor Trust and transfer of Plan assets to the Trustee of such successor
Trust.  If applicable State law places no such limitation, then this Section
shall not be operative.

         22.15   APPLICABILITY OF PLAN:  The provisions of this Plan shall
apply only to persons who are or who become Participants in this Plan on or
after the Effective Date or with respect to Plan provisions with alternate
effective dates, such alternate dates.  Except as specifically provided in this
Plan, the provisions of the Prior Plan will continue to apply to persons who
are Former Participants or who are not employed by a Gibbons Employer on the
Effective Date or as applicable, alternate effective dates, unless and until
such time as such persons may again become Participants in this Plan.

         22.16   MISSTATEMENT OF AGE:  If a Participant or Beneficiary mistakes
or misrepresents his Age, date of birth or any other material information to
the Employer, Plan Administrator or Trustee, the amount, terms and conditions
of any benefits payable from the Plan which are attributable to periods prior
to the discovery of such misstatement or misrepresentation shall be limited to
the lesser (or more restrictive) of: the amount, terms and conditions
determined based on the misstated information; or the amount, terms and
conditions determined based on the correct information.  The Plan Administrator
shall have sole and absolute authority for applying the preceding sentence.

         22.17   RETURN OF CONTRIBUTIONS TO THE EMPLOYER:  Notwithstanding any
provision of this Plan to the contrary, if any contribution (or portion
thereof) by the Employer to the Trust is made as a result of a mistake of fact,
or if any contribution (or part thereof) by the Employer to the Trust Fund that
is conditioned upon the deductibility of the contribution by the Employer under
the Code is disallowed, whether by agreement within the Internal Revenue
Service or by final decision of a court of competent jurisdiction, the Employer
may demand repayment of the mistaken or disallowed amount.  The Trustee shall
return the mistaken or disallowed contribution within one (1) year following
the time the mistaken contribution was made or the disallowed contribution was
disallowed.  Investment earnings attributable to the mistaken or disallowed
amount shall not be returned, but any investment losses attributable thereto
shall reduce the amount so returned.

         22.18   COUNTERPARTS:  This Plan and Trust may be executed in any
number of counterparts, each of which shall be deemed to be an original, and
the counterparts shall constitute one and the same instrument.





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         IN WITNESS WHEREOF, the Plan Sponsor has caused this Plan to be
executed by its duly authorized representative and the Plan Administrator has
accepted the Plan this 30th day of December, 1994.


                                  Gibbons & Reed Company



                                  By:
                                      ---------------------------------



                                  PLAN ADMINISTRATOR:

                                  Gibbons & Reed Company



                                  By:
                                      ---------------------------------
                                        Secretary//Treasurer





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