
                                                        EXHIBIT 4.10.1

                    GODWINS BOOKE & DICKENSON
                     PROTOTYPE PROFIT SHARING
                               AND
                 EMPLOYEE SAVINGS PLAN AND TRUST


                   STANDARDIZED FORM/CUSTOMIZED
                     ADOPTION AGREEMENT - 001


          The Employer hereby makes the following declarations,
designations, and elections for purposes of the plan and trust:

I.   EMPLOYER INFORMATION

A.   Name:  Investors Fiduciary Trust Company

B.   Address: 127 West 10th Street, Kansas City, MO 64105

C.   Telephone: (816) 435-8980

D.   Employer Identification (or Social Security) Number:
     43-0995254

E.   Type of entity: [Select one]

          X    (1)  Corporation

          ____ (2)  Partnership

          ____ (3)  Sole Proprietorship

          ____ (4)  S Corporation

F.   Nature of Employer's Business: Financial Services

G.   Primary Standard Industry Code (SIC): 7300

H.   Date of Incorporation or Commencement of Business: 1972

I.   State of Incorporation or State of Principal Business
     Activity: Missouri

J.   Fiscal Year End: December 31



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K.   Other corporations or trades or businesses affiliated with
     or in the same controlled group of corporations or trades or
     businesses as the Employer:

     (1)  Name: State Street Boston Corp

          Address: 225 Franklin Street, Boston, MA 02110

          Employer Identification Number: 04-2456637

     (2)  Name:

          Address:

          Employer Identification Number:

     (3)  Name:

          Address:

          Employer Identification Number:

     If there are additional members of the same affiliated or
     controlled group of corporations or trades or businesses as
     the Employer, please attach a statement containing the above
     information for each additional member.

II.  PLAN FIDUCIARIES

     [Numbers shown in parenthesis throughout the remainder of
     this Adoption Agreement are references to sections of the
     accompanying plan document.]

A.   Committee (1.12, 10; 12.1.2): [Insert the names of the
     individuals to be appointed by the Board]

     David Fishman


     Stephen Hilliard


     Michelle Warner



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B.   Plan Administrator (1.44; 10; 12.1.3): [Select one and
     complete, if necessary]

          ____ (1)  The chairman of the Committee.

          X    (2)     The Committee.

          ____ (3)  Other:

C.   Trustee(s) (1.61; 12.1.4; 20):

     (1)  Name:  Investors Fiduciary Trust Company

          Address: 127 West 10th Street, Kansas City,  MO

          Telephone: (816) 435-8980

          Employer Identification Number or Social Security
          Number:

     (2)  Name:

          Address:

          Telephone:

          Employer Identification Number or Social Security
          Number:

     (3)  Name:

          Address:

          Telephone:

          Employer Identification Number or Social Security
          Number:

III. STATUS OF THE PLAN

A.   Name of the plan (1.43): Investors Fiduciary Trust Company
     Investment Savings Plan

B.   Original effective date (1.19): January 1, 1996




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C.   If this plan is an amendment and restatement of an existing
     plan, except as otherwise provided in the plan document, the
     effective date of this amendment and restatement shall be
     (1.19; 17):
                              N/A

D.   Plan year end (1.45): December 31

E.   Limitation year (23.5.9): December 31

F.   Plan number: 001

G.   Governing state law (24.9): Missouri

IV.  PARTICIPATION

A.   All employees of the Employer shall be eligible to
     participate in the plan, except the following (1.21):
     [Select the desired exclusions]

          X    (1)  No exclusions will apply.

          ____ (2)  Employees included in a unit of employees
                    covered by a collective bargaining agreement
                    between the Employer and employee
                    representatives, if retirement benefits were
                    the subject of good faith bargaining and if
                    two percent or less of the employees who are
                    covered pursuant to that agreement are
                    professionals as defined in Section
                    1.410(b)-9 of the Regulations.  For this
                    purpose, the term "employee representatives"
                    does not include any organization more than
                    half of whose members are employees who are
                    owners, officers, or executives of the
                    Employer.

          ____ (3)  Employees who are nonresident aliens (within
                    the meaning of Section 7701(b)(1)(B) of the
                    Code) and receive no earned income (within
                    the meaning of Section 911(d)(2) of the Code)
                    from the Employer which constitutes income
                    from sources within the United States (within
                    the meaning of Section 861(a)(3) of the
                    Code).

B.   Number of years of service required to participate (1.40):
     [Select one]

          ____ (1)  0 Years of Service.

          X    (2)  1 Year of Service.



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          X    (3)  Other: Employees as of 12/31/95 will enter
                    1/l/96 with credit for prior years of
                    service. Employees hired from other members
                    of the controlled group will have their years
                    there counted for eligibility and vesting
                    purposes
                    [not to exceed one year of service].

C.   Minimum age required to participate (1.40): [Select one]

          ____ (1)  No minimum age required.

          X    (2)  21 years of age.

          ____ (3)  ___ years of age [not to exceed 20 1/2 years of
                    age].

D.   Entry date (1.28): [Select one]

          ____ (1)  First day of the first payroll period
                    beginning after the employee's date of hire.

          ____ (2)  First day of the first payroll period after
                    the completion of any minimum age and service
                    requirements chosen above.

          ____ (3)  First day of the month coincident with or
                    next following the completion of any minimum
                    age and service requirements chosen above.

          ____ (4)  First day of the plan year or seventh month
                    of the plan year, whichever is earlier,
                    coincident with or next following the
                    completion of any minimum age and service
                    requirements chosen above.

          X    (5)  First day of the plan year quarter coincident
                    with or next following the completion of any
                    minimum age and service requirements chosen
                    above.

          ____ (6)  First day of the plan year coincident with or
                    next following the completion of any minimum
                    age and service requirements chosen above.

                    [Note:    This option (6) may only be
                              selected if the number of months of
                              service required to participate is
                              six or less.]

          ____ (7)  First day of the plan year in which any
                    minimum age and service requirements chosen
                    above are completed.

                    [Note:  This option (7) is a retroactive
                    entry date.]



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V.   SERVICE

A.   Method for determining service for each employee (1.34,
     1.41): [Select one]

     X    (1)  Service will be determined on the basis of hours
               of service calculated as follows: [Select one]

               X    (a)  On the basis of actual hours for which
                         an employee is paid or entitled to
                         payment.

               ____ (b)  On the basis of days worked. An employee
                         shall be credited with 10 hours of
                         service for each day if he would be
                         credited with at least one hour of
                         service for such day under the plan.

               ____ (c)  On the basis of weeks worked. An
                         employee shall be credited with 45 hours
                         of service for each week if he would be
                         credited with at least one hour of
                         service for such week under the plan.

               ____ (d)  On the basis of semi-monthly payroll
                         periods.  An employee shall be credited
                         with 95 hours of service for each
                         payroll period if he would be credited
                         with at least one hour of service for
                         such payroll period under the plan.

               ____ (e)  On the basis of calendar months worked.
                         An employee shall be credited with 190
                         hours of service for each month if he
                         would be credited with at least one hour
                         of service for the month under the plan.

          ____ (2)  Service will be determined on the basis of
                    elapsed time.

B.   Prior service with certain affiliated employers (1.52.2):
     [Select one]

          ____ (1)  Service with an employer prior to such
                    employer becoming an affiliated employer
                    shall not be recognized.

          X    (2)  Service with an employer prior to such
                    employer becoming an affiliated employer
                    shall be recognized.




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VI.  COMPENSATION

A.   Compensation defined (1.13; 23.5.2):

     A participant's "compensation" used in determining the
     amount of contributions and forfeitures, if any, allocable
     to such participant's account under the plan shall mean all
     of his: [Select one]

          X    (1)  W-2 earnings (Box 1), as defined in Section
                    23.5.2(i) of the plan.

          ____ (2)  Code Section 3401(a) wages, as defined in
                    Section 23.5.2(ii) of the plan.

          ____ (3)  Code Section 415 safe-harbor compensation, as
                    defined in Section 23.5.2(iii) of the plan.

B.   In determining the amount of a participant's compensation to
     be used in calculating the amount of contributions and
     forfeitures, if any, allocable to such participant's
     account, certain salary reduction amounts shall be treated
     as follows (1.13): [Select one]

          ____ (1)  Compensation shall not include Employer
                    contributions made pursuant to a salary -
                    reduction agreement which are not includable
                    in the gross income of the employee under
                    Sections 125, 402(g)(3), 402(h), or 403(b) of
                    the Code.

          X    (2)  Compensation shall include Employer
                    contributions made pursuant to a salary
                    reduction agreement which are not includible
                    in the gross income of the employee under
                    Sections 125, 402(g)(3), 402(h), or 403(b) of
                    the Code.

C.   Compensation considered (1.13):

     The compensation of a participant used in determining the
     amount of contributions and forfeitures, if any, allocable
     to such participant's account under the plan shall include
     compensation actually paid to such participant during: [
     Select one]

          X    (1)  The plan year. [Note: This option must be
                    elected if the Employer elects for the plan
                    to include a Cash or Deferred Arrangement
                    under item VII below.]

          ____ (2)  The taxable year ending with or within the
                    plan year.

          ____ (3)  The limitation year ending with or within the
                    plan year.



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VII. CASH OR DEFERRED ARRANGEMENT

A.   ____ The plan shall not include a Cash or Deferred
          Arrangement described in Section 401(k) of the Code
          (2.1).

     [If the above option is selected, do not complete the
     remaining questions of item VII.]

          X    The plan shall include a Cash or Deferred
               Arrangement described in Section 401(k) of the
               Code.

               [If the above option is selected, please complete
               the remaining questions of item VII.]

B.   Elective deferrals (1.20; 2.1):

     (1)  Amount of elective deferrals: [Select any applicable
          options and complete as appropriate]

          A participant may elect to have his compensation (as
          selected under Item VI. above) reduced by the following
          percentage or amount per payroll period, as designated
          in writing to the plan administrator: [Select and
          complete one or both options below]

          X    (a)  Up to   14%   of the employee's compensation
                    considered under the plan. 

          ____ (b)  An amount not in excess of $______.

     (2)  Change of elective deferrals (2.1.1):

          A participant may modify the amount of elective
          deferrals contributed to the plan on his behalf
          effective as of the first full payroll period beginning
          on or after the: [Select one]

          ____ (a)  First day of the next succeeding plan year.

          ____ (b)  First day of the plan year and the first day
                    of the seventh month of the plan year.

          X    (c)  First day of the next plan year quarter.

          ____ (d)  First day of the next succeeding month.



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          ____ (e)  Receipt by the Committee of the participant's
                    election to modify the amount of his elective
                    deferrals.

     (3)  Distribution of elective deferrals (3.8; 6.5):

          Elective deferrals (and any qualified non-elective
          contributions and qualified matching contributions) and
          income allocable to such amounts shall be distributable
          upon termination of service, death, or disability, and
          upon: [Select one or more]

               ____ (a)  No other events.

              X     (b)  Termination of the plan without the
                         establishment of another defined
                         contribution plan (other than an
                         employee stock ownership plan as defined
                         in Section 4975(e) of the Code).

              X     (c)  The disposition by the Employer to an
                         unrelated corporation of substantially
                         all of the assets (within the meaning of
                         section 409(d)(2) of the Code) used in a
                         trade or business of the Employer, where
                         (i) the participant is employed by such
                         trade or business and continues
                         employment with the entity acquiring
                         such assets, and (ii) the Employer
                         continues to maintain the plan after the
                         sale or other disposition.

               X    (d)  The disposition by the Employer to an
                         unrelated entity of the Employer's
                         interest in a subsidiary (within the
                         meaning of section 409(d)(3) of the
                         Code), where (i) the participant is
                         employed by such subsidiary and
                         continues employment with such
                         subsidiary following such sale or other
                         disposition, and (ii) the Employer
                         continues to maintain the plan after the
                         sale or other disposition.

               X    (e)  The participant's attainment of age 59
                         1/2.

               X    (f)  The hardship of the participant as
                         described in Section 6.3 of the plan.
                         [If elected, this option shall not apply
                         to (i) qualified non-elective
                         contributions, (ii) qualified matching
                         contributions, (iii) income allocable to
                         such amounts, or (iv) income allocable
                         to elective deferrals after the end of
                         the last plan year ending before July 1,
                         1989.]


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C.   Qualified non-elective contributions (1.47; 2.1.5):

     (1)  Qualified non-elective contributions made by the
          Employer to enable the plan to satisfy the actual
          deferral percentage ("ADP") test and the average
          contribution percentage ("ACP") test shall be allocated
          to the accounts of: [Select one]

               ____ (a)  All participants.

               ____ (b)  Only non-highly compensated
                         participants.

               X    (c)  A group of non-highly compensated
                         participants designated by
                         the Committee.

     (2)  The formula for allocating qualified non-elective
          contributions among those participants selected in Item
          VII.C.(1) above shall be as follows: [Select one]

               X    (a)  In the ratio which each participant's
                         compensation for the plan year bears to
                         the total compensation of all
                         participants for such plan year.

               ____ (b)  In the ratio which each participant's
                         compensation not in excess of $_______
                         for the plan year bears to the total
                         compensation of all participants not in
                         excess of $_______ for such plan year.

               ____ (c)  $______ for each participant.

     (3)  In order to share in any qualified non-elective
          contribution made with respect to a plan year, an
          employee must be a participant during such plan year,
          and must (2.1.5; 2.1.8): [Select one]

               X    (a)  Fulfill no additional requirements.

               ____ (b)  Complete a year of service within the
                         plan year.

               ____ (c)  Be in the service of the Employer on the
                         adjustment date as of which the
                         qualified non-elective contribution is
                         allocated.

               ____ (d)  Complete a year of service within the
                         plan year and be in the service of the
                         Employer on the year-end adjustment date
                         as of which the qualified non-elective
                         contribution is allocated.



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D.   Qualified matching contributions (1.46; 2.1.4; 2.3.2):

     (1)  Qualified matching contributions made by the Employer
          to enable the plan to satisfy the ADP test and/or the
          ACP test shall be allocated to the accounts of: [Select
          one]

               ____ (a)  All participants who make elective
                         deferrals or employee after-tax
                         contributions for the plan year.

               ____ (b)  Only non-highly compensated participants
                         who make elective deferrals or employee
                         after-tax contributions for the plan
                         year.

              X     (c)  A group of non-highly compensated
                         participants designated by the
                         Committee.

     (2)  In order to share in any qualified matching
          contributions made with respect to a plan year, an
          employee must be a participant with respect to such
          plan year, and must (2.3.2): [Select one]

               X    (a)  Fulfill no additional requirements.

               ____ (b)  Complete a year of service within the
                         plan year.

               ____ (c)  Be in the service of the Employer on the
                         adjustment date as of which the
                         qualified matching contribution is
                         allocated.

               ____ (d)  Complete a year of service within the
                         plan year and be in the service of the
                         Employer on the year-end adjustment date
                         as of which the qualified matching
                         contribution is allocated.

VIII.     EMPLOYEE AFTER-TAX CONTRIBUTIONS

A.        X    (1)  Participants shall not be permitted to make
                    employee after-tax contributions to the plan
                    (2.2).

                    [If the above option is selected, do not
                    complete the remaining questions in this item
                    VIII.]

          ____ (2)  Participants shall be permitted to make
                    employee after-tax contributions to the plan.

                    [If the above option is selected, please
                    complete the remaining questions in this item
                    VIII.]



<PAGE>



B.   Amount of employee after-tax contributions (2.2.1): [Select
     one or both and complete as appropriate]

          A participant may elect to make employee after-tax
          contributions to the plan each payroll period, subject
          to the following limitations:

               ____ (a)  Up to __% of the employee's compensation
                         considered under the plan.

               ____ (b)  An amount not in excess of $_______.

C.   Change of employee after-tax contributions (2.2.2):

          A participant may modify the amount of his employee
          after-tax contributions to the plan effective as of the
          first full payroll period beginning on or after the:
          [Select one]

               ____ (a)  First day of the next following plan
                         year.

               ____ (b)  First day of the plan year and the first
                         day of the seventh month of the plan
                         year.

               ____ (c)  First day of the next plan year quarter.

               ____ (d)  First day of the next succeeding month.

               ____ (e)  Receipt by the Committee of the
                         participant's election to modify the
                         amount of his employee after-tax
                         contributions.

D.   Withdrawals from employee after-tax contribution account
     (6.2): [Select one and complete as appropriate]

          ____ (1)  Except as otherwise provided in XI. E. or G.,
                    amounts allocated to a participant's employee
                    after-tax contribution account shall not be
                    withdrawn prior to his termination of
                    service, death, or disability.

          ____ (2)  In addition to any withdrawal rights provided
                    in XI. E. or G., at a participant's request,
                    amounts allocated to his employee after-tax
                    contribution account may be withdrawn prior
                    to his termination of service, death, or
                    disability, subject to the following
                    conditions: [Complete (a); also complete (b)
                    if daily adjustment dates have been selected,
                    also complete (c) through (f) as appropriate]



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                         (a)  A participant may not request more
                              than ______ [not to exceed four]
                              withdrawals during a plan year.

                         (b)  No withdrawal shall exceed
                              ________% of the amount in the
                              participant's employee after-tax
                              contribution account, determined on
                              the date the withdrawal request is
                              actually processed.

                         (c)  No withdrawal shall be made in an
                              amount less than $______ [Insert
                              amount not in excess of $1,000]

                         (d)  No withdrawal may be made until the
                              Participant has taken all available
                              withdrawals from the following
                              accounts:

                         (e)  A withdrawal may only be made if
                              the Participant incurs a financial
                              hardship.  For purposes of this
                              paragraph, a "financial hardship"
                              is defined as .

                         (f)  A participant who receives a
                              withdrawal shall not be eligible to
                              contribute to the plan 
                         
                              [Insert type of contribution
                              affected and period of suspension]

IX.  MATCHING CONTRIBUTIONS AND DISCRETIONARY EMPLOYER
     Contributions

A.   Matching contributions (1.36; 2.3):

     ____ The Employer shall not make matching contributions to
          the plan.

               [If the above option is selected, do not complete
               the remaining questions in this item IX.A.;
               proceed to item IX.B.]

     X    The Employer shall make matching contributions to the
          plan.

               [If the above option is selected. please complete
               the remaining questions in this item IX.]

     (1)  Employer matching contributions shall be allocated
          according to the terms of the plan among: [Select one]

          X    (a)  All participants




<PAGE>


          ____ (b)  All participants who are non-highly
                    compensated employees who have made elective
                    deferrals and/or employee after-tax
                    contributions, as appropriate, to the plan
                    for such plan year.

     (2)  The amount of matching contributions contributed to the
          plan by the Employer with respect to each participant's
          elective deferrals and/or employee after-tax
          contributions made during a plan year shall equal:
          [Select one or more]

          X    (a)   100%  of the first   3 % of the
                    participant's elective deferrals,

                    ______% of the next ___% of the participant's
                    elective deferrals, and

                    ______% of the remaining ____% of the
                    participant's elective deferrals, but 

                    not to exceed a total matching contribution
                    of $_______.

          ____ (b)  ____% of the first ____% of the participant's
                    employee after-tax contributions,

                    ______% of the next ___% of the participant's
                    employee after-tax contributions, and

                    ______% of the remaining ____% of the
                    participant's employee after-tax
                    contributions, but 

                    not to exceed a total matching contribution
                    of $_______.

          ____ (c)  __% of the aggregate of the participant's
                    elective deferrals and employee after-tax
                    contributions, not to exceed the first ___%
                    of the participant's compensation, but not to
                    exceed a total matching contribution of
                    $_________.

          ____ (d)  ___% of the first _____% of the aggregate of
                    the participant's elective deferrals and
                    employee after-tax contributions,

                    ___% of the next ___% of the aggregate of the
                    participant's elective deferrals and employee
                    after-tax contributions, and

                    ___% of the remaining ___% of the aggregate
                    of the participant's elective deferrals and
                    employee after-tax contributions, but not to
                    exceed a total matching contribution of
                    $______.




<PAGE>


          ____ (e)  A uniform amount or percentage of elective
                    deferrals and/or employee after-tax
                    contributions determined with respect to each
                    plan year by the Employer prior to the first
                    day of such plan year, but not to exceed a
                    total matching contribution of $_____.

          ____ (f)  A uniform amount or percentage of elective
                    deferrals and/or employee after-tax
                    contributions determined each plan year by
                    the Employer in its discretion.

          ____ (g)  $_______ for each participant making elective
                    deferrals during the plan year.

          ____ (h)  $_______ for each participant making employee
                    after-tax contributions during the plan year.

          ____ (i)  $________ for each participant making
                    elective deferrals and/or employee after-tax
                    contributions during the plan year.

          ____ (j)  Such additional amount or percentage as the
                    Employer in its discretion shall determine to
                    be allocated in the same manner as chosen
                    above.

     (3)  In order to share in any matching contribution made
          with respect to a plan year, an employee must be a
          participant with respect to such plan year, and must
          (2.3): [Select one]

          X    (a)  Fulfill no additional requirements.

          ____ (b)  Either be in the service of the Employer on
                    the adjustment date as of which the matching
                    contribution is allocated, or complete more
                    than 500 hours of service during the plan
                    year.

     (4)  ____ The requirements of item IX.A.(3) above shall not
               apply with respect to a participant who retires,
               including disability retirement, or dies while in
               service during a plan year.

          ____ The requirements of item IX.A.(3) above shall
               apply with respect to a participant who retires,
               including disability retirement, or dies while in
               service during a plan year.



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     (5)  Withdrawals from matching contribution account (6.1):
          [Select one]

     X    (a)  Except or otherwise provided in XI.E. or G.,
               amounts allocated to a participant's matching
               contribution account shall not be withdrawn prior
               to his termination of service, death, or
               disability.

     ____ (b)  In addition to any withdrawal rights provided in
               XI.E. or G., at a participant's request, amounts
               allocated to his matching contribution account may
               be withdrawn prior to his termination of service,
               death, or disability, subject to the following
               conditions: [Complete (i), complete (ii) if daily
               adjustment dates have been selected, and select
               (iii) or (iv), or both]

               (i)       A participant may not request more than
                         _______ [not to exceed four] withdrawals
                         during a plan year.

               (ii)      No withdrawal shall exceed ______% of
                         the vested amount in the participant's
                         matching contribution account,
                         determined on the date the withdrawal
                         request is actually processed.

          ____ (iii)     The participant must have attained at
                         least the fifth anniversary of his
                         initial participation in the plan.

          ____ (iv)      The participant cannot withdraw any
                         matching contributions that have not
                         been in the plan for at least 2 years
                         unless he has attained at least the
                         fifth anniversary of his initial
                         participation in the plan.

          ____ (v)       The Participant cannot withdraw any
                         matching contributions that have not
                         been in the plan for at least 2 years.

          ____ (vi)      No withdrawal shall be made in an amount
                         less than $______ [Insert amount not in
                         excess of $1,000]

          ____ (vii)     No withdrawal may be made until the
                         Participant has taken all available
                         withdrawals from the following accounts:

          ____ (viii)    A withdrawal may only be made if the
                         Participant incurs a financial hardship.
                         For purposes of this paragraph, a
                         "financial hardship" is defined as
                         [Specify clear, objective criteria for
                         determining a financial hardship that
                         precludes employer discretion]



<PAGE>


          ____ (ix)      A Participant who receives a withdrawal
                         shall not be eligible to contribute to
                         the plan
                         [Insert type of contribution affected
                         and period of suspension.]

B.   Discretionary Employer contributions (2.4; 2.8):

     ____ The Employer shall not make discretionary Employer
          contributions to the plan.

                    [If the above option is selected, do not
                    complete the remaining questions in this item
                    IX.B.]

     X    The Employer may make discretionary Employer
          contributions to the plan.

               [If the above option is selected, please complete
               the remaining questions in this item IX.B.]

     (1)  Any discretionary Employer contributions made to the
          plan shall be determined as follows: [Select one and
          complete as appropriate]

          ____ (a)  An amount out of the current or accumulated
                    net profit of the Employer for such year as
                    the Employer in its discretion shall
                    determine.

          ____ (b)  ___% of the net profit of the Employer for
                    such year plus such additional amount, if
                    any, out of the current or accumulated net
                    profit of the Employer as the Employer in its
                    discretion shall determine.

          ____ (c)  An amount of the net profit of the Employer
                    for such year determined as follows: _____%
                    of the first $______ of such net profit, plus
                    ____% of the next $______ of such net profit,
                    plus _____% of all such net profit over
                    $_______.

          ____ (d)  ______% of the net profit of the Employer for
                    such year.

          X    (e)  Such amount as the Employer in its discretion
                    shall determine without regard to current or
                    accumulated net profit.

                         [If option (e) above is selected, do not
                         complete item IX.B.(2) below.]



<PAGE>



     (2)  The Employer's net profit for purposes of determining
          the amount of any discretionary Employer contribution
          to the plan shall (1.37): [Select one]

          ____ (a)  Exclude a return on the net worth of the
                    Employer of ___% of such net worth.

          ____ (b)  Exclude $______ from such net profit as
                    computed for other purposes.

          ____ (c)  Not provide for any exclusions.

     (3)  Discretionary Employer contributions shall be allocated
          as of the adjustment date for which such contribution
          was made among the participants entitled to share
          therein in the manner determined as follows (2.4):
          [Select one]

          X    (a)  The discretionary Employer contribution shall
                    be allocated in the same ratio that each
                    participant's compensation bears to the
                    compensation for all participants entitled to
                    share in such discretionary Employer
                    contribution.

          ____ (b)  The discretionary Employer contribution shall
                    be allocated as follows:

                    (i)       If the plan is top-heavy and the
                              minimum allocation is required in
                              this plan, there shall be allocated
                              to the account of each participant
                              (including for this purpose each
                              employee entitled to the minimum
                              allocation provided in Section
                              22.2.1 of the plan) the amount
                              determined by multiplying the
                              minimum allocation percentage times
                              his compensation. [If the plan is
                              not top-heavy, or the minimum
                              allocation is not required in this
                              plan, disregard paragraph (ii)
                              below.]

                    (ii)      If any portion of the discretionary
                              Employer contribution shall remain
                              to be allocated, the remaining
                              portion, not exceeding the amount
                              determined by multiplying the
                              minimum allocation percentage times
                              the excess compensation of
                              participants, shall be allocated in
                              the ratio that each participant's
                              excess compensation bears to the
                              excess compensation for all
                              participants, but not in excess of
                              3% of each participant's
                              compensation.  For purposes of this
                              paragraph (ii), in the case of any
                              participants who has exceeded the
                              cumulative permitted disparity
                              limit described below, such
                              participant's total compensation
                              for the plan year will be taken
                              into account.


<PAGE>



                    (iii)     If any portion of the discretionary
                              Employer contribution shall remain
                              to be allocated, the remaining
                              portion, not exceeding the amount
                              determined by multiplying (a) times
                              (b), where (a) is the
                              profit-sharing disparity rate and
                              (b) is the sum of the compensation
                              plus the excess compensation of
                              participants, shall be allocated in
                              the ratio that the sum of each
                              participant's compensation plus
                              excess compensation bears to the
                              sum of the compensation plus excess
                              compensation for all participants. 
                              For purposes of this paragraph
                              (iii), in the case of any
                              participant who has exceeded the
                              cumulative permitted disparity
                              limited described below, two times
                              such participant's total
                              compensation for the plan year will
                              be taken into account.

                    (iv)      If any portion of the discretionary
                              Employer contributions shall remain
                              to be allocated, the remaining
                              portion shall be allocated in the
                              ratio that the compensation of each
                              participant bears to the
                              compensation for all participants.

               For this purpose, the following definitions shall
apply:

               (a)  "Compensation" shall mean compensation as
                    defined in Section 1.13.

               (b)  "Excess compensation" shall mean compensation
                    in excess of the integration level.

               (c)  "Integration level" shall mean: [Select one
                    and complete as appropriate] 

                    ____ (i)      The taxable wage base.

                    ____ (ii)     $________ [a dollar amount less
                                  than the taxable wage base].

                    ____ (iii)     ___% of the taxable wage base
                                   [not to exceed 100%].

               (d)  "Maximum profit-sharing disparity rate" shall
                    mean the lesser of 5.7% (or, if greater, the
                    percentage equal to the portion of the rate
                    of tax under Section 3111(a) of the Code (as
                    of the beginning of the plan year) which is
                    attributable to old-age insurance), or the

<PAGE>


                    applicable percentage determined in
                    accordance with the following table:

                    (I)  If the integration level is:

                    more than but not more than   the applicable
                                                  percentage is

                    $  0                X                5.7%
                    X of TWB       80% of TWB            4.3%
                    80% of TWB          Y                5.4%

                         X    =    the greater of $10,000 or 20%
                                   of TWB
                         Y    =    any amount more than 80% of
                                   TWB but less than 100% of TWB.

                    (II) If the integration level is equal to the
                         taxable wage base, the applicable
                         percentage is 5.7% (or, if greater, the
                         percentage equal to the portion of the
                         rate of tax under Section 3111(a) of the
                         Code (as of the beginning of the plan
                         year) which is attributable to old-age
                         insurance).

               (e)  "Minimum allocation percentage" shall mean
                    the percentage specified in item XVII.B of
                    the Adoption Agreement.

               (f)  "Profit-sharing disparity rate" shall mean a
                    percentage equal to ______%.  [Insert the
                    desired percentage not to exceed the maximum
                    profit-sharing disparity rate.] If the
                    minimum allocation percentage is allocated in
                    Item IX.B.(3)(b)(i) above, the profit-sharing
                    disparity rate must be reduced (but not below
                    zero) by the minimum allocation percentage
                    before applying Item IX.B.(3)(b)(iii).

               (g)  "Taxable wage base" or "TWB" shall mean the
                    maximum amount of earnings which may be
                    considered wages for a year under Section
                    3121(a)(1) of the Code as in effect as of the
                    first day of the plan year.

               Overall permitted disparity limits

               Annual overall permitted disparity limit: 
               Notwithstanding the preceding paragraphs, for any
               plan year this plan benefits any participant who
               benefits under another qualified plan or
               simplified employee pension, as <PAGE> defined in section
               408(k) of the Code, maintained by the employer
               that provides for permitted disparity (or imputes
               disparity), employer contributions and forfeitures
               will be allocated to the account of each
               participant who either completes more than 500
               hours of service during the plan year or who is
               employed on the last day of the plan year in the
               ratio that such participant's total compensation
               bears to the total compensation of all
               participants.

               Cumulative permitted disparity limit:  Effective
               for plan years beginning on or after January 1,
               1995, the cumulative permitted disparity limit for
               a participant is 35 total cumulative permitted
               disparity years.  Total cumulative permitted years
               means the number of years credited to the
               participant for allocation or accrual purposes
               under this plan, any other qualified plan or
               simplified employee pension plan (whether or not
               terminated) ever maintained by the employer.  For
               purposes of determining the participant's
               cumulative permitted disparity limit, all years
               ending in the same calendar year are treated as
               the same year.  If the participant has not
               benefited under a defined benefit or target
               benefit plan for any year beginning on or after
               January 1, 1994, the participant has no cumulative
               disparity limit.

          ____ (c)  Each such participant shall receive an
                    allocation of $________.

     (4)  In order to share in any discretionary Employer
          contribution made with respect to a plan year, an
          employee must be a participant during such plan year,
          must not have a break in service during such plan year,
          and must (2.4): [Select one]

          ____ (a)  Fulfill no additional requirements.

          ____ (b)  Either be in the service of the Employer on
                    the last day of such plan year, or complete
                    more than 500 hours of service during such
                    plan year.

          X    (c)  Complete a year of service within the plan
                    year and be in the service of the Employer on
                    the last day of such plan year. [If this item
                    IX.B.(4)(d) is selected, the condition that
                    an employee complete a year of service within
                    the plan year will not apply in any plan year
                    in which the plan is top-heavy.]

     (5)  X    The requirements of item IX.B.(4) above shall not
               apply with respect to a participant who retires,
               including disability retirement, or dies while in
               service during a plan year.



<PAGE>



          ____ The requirements of item IX.B.(4) above shall
               apply with respect to a participant who retires,
               including disability retirement, or dies while in
               service during a plan year.

     If the Employer does not elect under item XII.C below to
     apply forfeitures to reduce future discretionary Employer
     contributions, forfeitures of discretionary Employer
     contributions shall be allocated to the accounts of
     participants eligible to share in discretionary Employer
     contributions for a plan year in the same manner as the
     Employer shall elect above.

     (6)  Withdrawals from discretionary Employer contribution
          account (6.1): [Select one]

          X    (a)  Except as otherwise provided in XI.E. or G.,
                    amounts allocated to a participant's
                    discretionary Employer contribution account
                    shall not be withdrawn prior to his
                    termination of service, death, or disability.

          ____ (b)  In addition to any withdrawal rights provided
                    in XI.E. or G., at a participant's request,
                    amounts allocated to his discretionary
                    Employer contribution account may be
                    withdrawn prior to his termination of
                    service, death, or disability, subject to the
                    following conditions: [Complete (i), complete
                    (ii) if daily adjustment dates have been
                    selected, and select (iii) or (iv), or both]

                    (i)       A participant may not request more
                              than _____ [not to exceed four]
                              withdrawals during a plan year.

                    (ii)      No withdrawal shall exceed ______%
                              of the vested amount in the
                              participant's discretionary
                              Employer contribution account,
                              determined on the date the
                              withdrawal request is actually
                              processed.

          ____      (iii)     The participant must have attained
                              at least the fifth anniversary of
                              his initial participation in the
                              plan.

          ____      (iv)      The participant cannot withdraw any
                              discretionary Employer
                              contributions that have not been in
                              the plan for at least 2 years
                              unless he has attained at least the
                              fifth anniversary of his initial
                              participation in the plan.

          ____      (v)       The Participant cannot withdraw any
                              discretionary contributions that
                              have not been in the plan for at
                              least 2 years.

          ____      (vi)      No withdrawal shall be made in an
                              amount less than $_____ [Insert
                              amount not in excess of $1,000]


<PAGE>



          ____      (vii)     No withdrawal may be made until the
                              Participant has taken all available
                              withdrawals from the following
                              accounts: ________________________
                              __________________________________

          ____      (viii)    A withdrawal may only be made if
                              the Participant incurs a financial
                              hardship.  For purposes of this
                              paragraph, a "financial hardship"
                              is definedas
                              [Specify clear, objective criteria
                              for determining a financial
                              hardship that precludes employer
                              discretion]

          ____      (ix)      A Participant who receives a
                              withdrawal shall not be eligible to
                              contribute to the plan ____________
                              [Insert type of contribution
                              affected and period of suspension.]

X.   ADJUSTMENT DATE AND METHOD

A.   The separate accounts of each participant shall be adjusted
     on the last day of each plan year and such other times as
     may be designated below (1.4; 7; 8.1.2): [Select any
     additional dates desired]

     ____ (1)  The last day of each month during the plan year.

     ____ (2)  The last day of each third month during the plan
               year.

     ____ (3)  The last day of each sixth month during the plan
               year.

     ____ (4)  The last day of each week during the plan year.

     X    (5)  On each day shares are traded on a national stock
               exchange, except for regularly scheduled holidays
               of the Sponsor or Trustee ("daily adjustment
               dates").

B.   The separate accounts of each participant shall be adjusted
     as of each adjustment date under the method designated below
     (7): [Select one.  Note: Item X.B.(2) below must be elected
     if the Employer chooses daily adjustment dates in item
     X.A.(5) above.]

     ____ (1)  Balance forward method.

               (a)  Payments: Prior to the allocation of net
                    income or loss of the trust, there shall be
                    subtracted from the account any payments made
                    from the account subsequent to the preceding
                    adjustment date.



<PAGE>


               (b)  Forfeitures: Prior to the allocation of net
                    income or loss of the trust, there shall be
                    subtracted from the account any amounts
                    forfeited by the participant pursuant to
                    Section 5.3 or Section 23 of the plan
                    subsequent to the preceding adjustment date.

               (c)  Loans: Prior to the allocation of net income
                    or loss of the trust, there shall be
                    subtracted from the account the total amount
                    of any loans made from such account
                    subsequent to the preceding adjustment date.

               (d)  Elective deferrals: Prior to the allocation
                    of net income or loss of the trust, there
                    shall be added to the participant's elective
                    deferral account ___% [indicate a percentage
                    not to exceed 100%] of any elective deferrals
                    made by the participant subsequent to the
                    preceding adjustment date.  After the
                    allocation of net income or loss of the
                    trust, there shall be added to the
                    participant's elective deferral account any
                    elective deferrals made subsequent to the
                    preceding adjustment date that were not added
                    in by the preceding sentence.

               (e)  Employee after-tax contributions: Prior to
                    the allocation of net income or loss of the
                    trust, there shall be added to the
                    participant's employee after-tax contribution
                    account _____% [indicate a percentage not to
                    exceed 100%] of any employee after-tax
                    contributions made by the participant
                    subsequent to the preceding adjustment date. 
                    After the allocation of net income or loss of
                    the trust, there shall be added to the
                    participant's employee after-tax contribution
                    account any employee after-tax contributions
                    made subsequent to the preceding adjustment
                    date that were not added in by the preceding
                    sentence.

               (f)  Employer contributions:

                    (i)       Prior to the allocation of net
                              income or loss of the trust, there
                              shall be added to the participant's
                              matching contribution account ____%
                              [indicate a percentage not to
                              exceed 100%] of the Employer
                              matching contributions made on the
                              participant's behalf subsequent to
                              the preceding adjustment date. 
                              After the allocation of net income
                              or loss of the trust, there shall
                              be added to the participant's
                              matching contribution account any
                              Employer matching contributions
                              made on the participant's behalf
                              subsequent to the preceding
                              adjustment date that were not added
                              in by the preceding sentence.



<PAGE>



                    (ii)      Prior to the allocation of net
                              income or loss of the trust, there
                              shall be added to the participant's
                              discretionary Employer contribution
                              account _____% [indicate a
                              percentage not to exceed 100%] of
                              the discretionary Employer
                              contributions made on the
                              participant's behalf subsequent to
                              the preceding adjustment date. 
                              After the allocation of net income
                              or loss of the trust, there shall
                              be added to the participant's
                              discretionary Employer contribution
                              account any discretionary Employer
                              contributions made on the
                              participant's behalf subsequent to
                              the preceding adjustment date that
                              were not added in by the preceding
                              sentence.

                    (iii)     Prior to the allocation of net
                              income or loss of the trust, there
                              shall be added to the participant's
                              qualified matching contribution
                              account ___% [indicate a percentage
                              not to exceed 100%] of the Employer
                              qualified matching contributions
                              made on the participant's behalf
                              subsequent to the preceding
                              adjustment date.  After the
                              allocation of net income or loss of
                              the trust, there shall be added to
                              the participant's qualified
                              matching contribution account any
                              Employer qualified matching
                              contributions made on the
                              participant's behalf subsequent to
                              the preceding adjustment date that
                              were not added in by the preceding
                              sentence.

                    (iv)      Prior to the allocation of net
                              income or loss of the trust, there
                              shall be added to the participant's
                              qualified non-elective contribution
                              account ___% [indicate a percentage
                              not to exceed 100%] of the Employer
                              qualified non-elective
                              contributions made on the
                              participant's behalf subsequent to
                              the preceding adjustment date. 
                              After the allocation of net income
                              or loss of the trust, there shall
                              be added to the participant's
                              qualified non-elective contribution
                              account any Employer qualified
                              non-elective contributions made on
                              the participant's behalf subsequent
                              to the preceding adjustment date
                              that were not added in by the
                              preceding sentence.

               (g)  Loan repayments: Prior to the allocation of
                    net income or loss of the trust, there shall
                    be added to the participant's account ___%
                    [indicate a percentage not to exceed 100%] of
                    any loan repayments, including interest, made
                    by the participant subsequent to the
                    preceding adjustment date.  After the
                    allocation of net income or loss of the
                    trust, there shall be added to the
                    participant's account any loan repayments,
                    including interest, made by the participant
                    subsequent to the preceding adjustment date
                    that were not added in the preceding
                    sentence.



<PAGE>



               (h)  Employee rollovers: Prior to the allocation
                    of net income or loss of the trust, there
                    shall be added to the participant's rollover
                    account ___% [indicate a percentage not to
                    exceed 100%] of any rollover contributions
                    made subsequent to the preceding adjustment
                    date.  After the allocation of net income or
                    loss of the trust, there shall be added to
                    the participant's rollover account any
                    rollover contribution made subsequent to the
                    preceding adjustment date that were not added
                    in by the preceding sentence.

               (i)  Direct transfers: Prior to the allocation of
                    the net income or loss of the trust, there
                    shall be added to the participant's direct
                    transfer account ____% [indicate a percentage
                    not to exceed 100%] of any amounts
                    transferred to the plan on behalf of the
                    participant pursuant to Section 18 of the
                    plan subsequent to the preceding adjustment
                    date.  After the allocation of net income or
                    loss of the trust, there shall be added to
                    the participant's direct transfer account any
                    amounts directly transferred to the plan on
                    behalf of the participant subsequent to the
                    preceding adjustment date that were not added
                    in by the preceding sentence.

               (j)  Reallocation of forfeitures: After the
                    allocation of net income or loss of the
                    trust, there shall be added to the
                    participant's matching contribution account
                    and/or discretionary Employer contribution
                    account, as applicable, any forfeitures
                    derived from matching contributions and/or
                    discretionary Employer contributions in the
                    manner prescribed by Section 5.3 or Section
                    23 of the plan.

               (k)  Net income or loss: There shall be credited
                    or debited to each separate account that
                    portion of the net income or net loss of the
                    trust since the last preceding adjustment
                    date which the basic credit as of the last
                    preceding adjustment date, as adjusted in the
                    manner prescribed in the above paragraphs,
                    bears to the total of all the basic credits
                    as of such preceding adjustment date, as so
                    adjusted.  The net income or net loss of the
                    trust shall be ascertained by the Trustee and
                    shall mean the profits and income actually
                    realized and received, less the losses and
                    expenses actually incurred and paid, plus any
                    net increase or minus any net decrease in the
                    fair market value of the assets of the trust
                    not actually realized and received or
                    incurred and paid.  Net income or net loss
                    shall not include elective deferrals,
                    qualified non-elective contributions,
                    employee after-tax contributions, matching
                    contributions, qualified matching
                    contributions, or discretionary Employer
                    contributions.  In ascertaining such value,
                    the expense of liquidation shall not be taken
                    in account.  "Basic credit as of the last
                    preceding adjustment date" shall be such
                    credit after the adjustments described in the
                    above paragraphs have been made.  Any




<PAGE>


                    qualified nonelective contributions, matching
                    contributions, qualified matching
                    contributions, or discretionary Employer
                    contributions made after the close of a plan
                    year, but allocated to a participant's
                    account as of the last day of such prior plan
                    year, shall be considered part of the basic
                    credit, as of the adjustment date immediately
                    preceding the date such contributions are
                    actually made.  For purposes of this
                    paragraph, to the extent a participant's
                    account shall be invested in a group annuity
                    contract or guaranteed investment contract
                    issued by a legal reserve life insurance
                    company, such contracts shall be valued using
                    an estimated daily earnings rate, if accurate
                    earnings are not otherwise available to the
                    Committee.  The determination of net income
                    or net loss to be allocated to the separate
                    accounts of a participant shall be further
                    subject to the requirements of Section 8 of
                    the plan to the extent such accounts are
                    subject to the participant's investment
                    direction.

               (l)  Employee buyback: After the allocation of net
                    income or loss of the trust, there shall be
                    added to the participant's account any
                    amounts repaid by the participant in order to
                    restore his account pursuant to Section 5.3
                    of the plan.

               (m)  Transfer of investment: Any change in the
                    investment direction by the participant shall
                    become effective on each adjustment date
                    after all adjustments above have been made. 
                    There shall be added or subtracted any
                    amounts transferred from one investment fund
                    to another.

       X  (2)  Unit adjustment method. [This option must be
               elected if the Employer chooses daily adjustment
               dates in item X.A.(4) above.]

          The value of each participant's account shall be
          converted to units or shares.  Thereafter, when the
          participant's account is credited with an allocation of
          any employee and/or Employer contributions, direct
          transfers from another qualified plan, rollover
          contributions, principal and interest payments on any
          loans made to the participant, and/or reallocated
          forfeitures in accordance with the terms of the plan,
          the value of such allocation shall be used to purchase
          units or shares and added to such participant's
          account.  When any distributions, participant loans,
          withdrawals, transfers between investment funds, and/or
          administrative fees are charged against the
          participant's account in accordance with the terms of
          the plan, the number of units or shares equal in value
          to the amount paid from the participant's account shall
          be deducted from the outstanding units or shares.



<PAGE>



XI.  DISTRIBUTIONS TO PARTICIPANTS

A.   Normal retirement age shall mean the date a participant
     (1.38; 3.1): [Select one and complete as appropriate]

     X    (1)  Attains age   65   [not to exceed 65].

     ____ (2)  Attains age ____ [not to exceed 65] or the ____
               [not to exceed fifth] anniversary of the first day
               of the plan year in which the participant
               commenced his participation in the plan.

B.   Early retirement (3.2): [Select one]

     ____ (1)  Early retirement shall not be applicable under the
               plan.

     X    (2)  A participant may elect to retire prior to his
               normal retirement date as of the first day of any
               calendar month following his:  [Select one and
               complete as appropriate]

          ____ (a)  Attainment of age ____.

          ____ (b)  Completion of ____ years of service.

          X    (c)  Attainment of age   55   and completion of  
                    5    years of service.

C.   Distributions to terminated participants (3.6):

     A participant who terminates service before he is eligible
     to retire may elect to have his vested accrued benefit
     valued as of the adjustment date specified below (the
     "termination adjustment date") and distributed as soon as
     practicable thereafter: [Select one]

     ____ (1)  The adjustment date coincident with or next
               following the termination of service of the
               participant.

     ____ (2)  The adjustment date coincident with the close of
               the plan year in which the participant incurs a
               one year break in service.

     ____ (3)  The adjustment date coincident with the close of
               the plan year in which the participant incurs five
               consecutive one year breaks in service.

     ____ (4)  The adjustment date coincident with or next
               following the normal retirement date of the
               participant.



<PAGE>



     ____ (5)  The adjustment date next preceding the termination
               of the participant; provided that such
               participant's vested accrued benefit shall include
               any elective deferrals and employee after-tax,
               contributions made and attributable to the period
               after such adjustment date and allocable to the
               participant's account, but shall not include any
               earnings or losses thereon after such adjustment
               date.

                    [Note: If option (5) above is elected and the
                    participant is entitled to an allocation of
                    qualified non-elective contributions,
                    matching contributions, qualified matching
                    contributions, or discretionary Employer
                    contributions under the plan for any period
                    after his termination adjustment date, an
                    additional distribution of the vested portion
                    of any such contribution shall be made to the
                    participant as soon as practicable after the
                    adjustment date as of which such
                    contributions are made.]

          [Note: A prior plan cannot be amended to eliminate or
          reduce an existing optional form of benefit, including
          payment schedule, time of commencement, and medium of
          distribution.]

     X    (6)  The adjustment date the distribution is actually
               processed. [This item must be selected if daily
               adjustment dates have been elected.]

D.   Segregation of terminated participant's vested benefit
     (3.6.3): [Select one]

     [Complete this item XI.D only if a participant is not
     permitted to direct the investment of his entire account.]

     ____ (1)  The Trustee shall not segregate for investment
               purposes that portion of the terminated
               participant's vested accrued benefit which is not
               credited to his directed separate accounts (as
               defined in Section 8.1).

     X    (2)  The Trustee shall segregate for investment
               purposes that portion of the terminated
               participant's vested accrued benefit which is not
               credited to his directed separate accounts (as
               defined in Section 8.1).  The segregated portion
               shall be held in a deferred payment account
               pursuant to Section 3.6.3.

E.   Distributions on or after attainment of age 59 1/2 (6.4):

     [If you select this option a participant may withdraw all or
     any portion of his account on or after attaining age 59 1/2,
     regardless of whether he is still in service.]

     X    If this option is selected, a participant may withdraw
          all or any portion of the following separate accounts
          which are a part of his entire account on or after



<PAGE>


          attainment of age 59 1/2, provided that a participant may
          not request more than   4    [not to exceed four]
          withdrawals during a plan year. [Select one or more]

          X    (a)  the discretionary Employer contribution
                    account;

          X    (b)  the mandatory contribution account;

          X    (c)  the elective deferral account;

          X    (d)  the qualified non-elective contribution
                    account;

          X    (e)  the employee after-tax contribution account;

          X    (f)  the matching contribution account;

          X    (g)  the qualified matching contribution account;

          X    (h)  the rollover account; and

          X    (i)  the direct transfer account.

F.   Determination of life expectancies for minimum distributions
     (4.4):

     Required minimum distributions under Section 4.4 will be
     determined based on the life expectancy of:  [Select one]

          X    (1)  The participant only.

          ____ (2)  The participant and his or her designated
                    beneficiary.

G.   Hardship withdrawals (6.5):  [Select one]

          ____ (1)  Hardship distributions shall not be permitted
under the plan.

          X    (2)  Hardship distributions shall be permitted
                    under the plan.  Hardship distributions shall
                    be available from the vested portion of the
                    following accounts of the participant: 
                    [Select one]

               ____ (a)  All of his accounts (other than his
                         qualified matching contribution account
                         and his qualified non-elective
                         contribution account);



<PAGE>


               ____ (b)  His elective deferral account only
                         (excluding earnings credited as of any
                         plan year ending after July 1, 1989);

               X    (c)  The elective deferrals credited to his
                         elective deferral account only
                         (excluding all earnings).

H.   Mode of distribution (4.1):

     All distributions pursuant to Section 4.1.1 of the plan
     shall be made in accordance with one of the following
     optional forms of payment.  [Select one or more]

          X    (1)  Term certain as described in 4.1.1(i).

          X    (2)  Lump sum as described in 4.1.1(ii).

XII. VESTING OF MATCHING AND DISCRETIONARY EMPLOYER CONTRIBUTIONS

A.   Vesting schedule (2.3.4; 2.4; 5.1; 5.2):

     The nonforfeitable percentage of each participant in his
     matching contribution account and discretionary Employer
     contribution account shall be determined according to the
     following schedules:  [Select one]

     x    (1)  100% vesting after    5    [not to exceed 5] years
               of service for the discretionary employer
               contribution account.  Participants with at least
               one year of vesting credit in the DST Systems
               profit sharing and 401(k) plans shall continue to
               be credited with that vested percent, and shall
               earn an additional year of vesting according to
               the DST Systems plans vesting schedule until they
               shall attain 5 years of service, when they shall
               become 100% vested in their employer discretionary
               profit sharing account.

     ____ (2)  Number of Years          Vesting
               of Service               Percentage

               Less than 1              _____
               1                        _____
               2                        _____
               3                        _____ (at lease 20%)
               4                        _____ (at least 40%)
               5                        _____ (at least 60%)
               6                        _____ (at least 80%)
               7 or more                _____%




<PAGE>


     X    (3)  Immediate 100% vesting for the employer matching
               contribution account.

B.   Years of service counted for vesting purposes (1.62; 5.2):

     All years of service with the Employer shall be counted to
     determine the vested percentage of the participant's accrued
     benefit derived from matching contributions and
     discretionary Employer contributions except:  [Select the
     desired exclusions, if any]:

     X    (1)  No exclusions.

     ____ (2)  Years of service before age         [not to exceed
               age 18].

     ____ (3)  Years of service during a period for which the
               participant made no mandatory contributions, if
               required under a prior plan.

     ____ (4)  Years of service before the Employer maintained
               this plan.

     ____ (5)  Years of service before January 1, 1971, unless
               the employee has had at least three years of
               service after December 31, 1970.

     ____ (6)  Years of service before the effective date of
               ERISA, if such service would have been disregarded
               under the break in service rules of a prior plan
               in effect from time to time before such date.  For
               this purpose, the break in service rules are rules
               which result in the loss of prior vesting or
               benefit accruals, or which deny an employee
               eligibility to participate, by reason of
               separation or failure to complete a required
               period of service within a specified period of
               time.

     ____ (7)  Years of service before a participant's one year
               break  in service, provided that the participant
               shall be credited with such years of service upon
               his completion of a year of service following his
               date of reemployment.

C.   Allocation of forfeitures of matching contributions and
     discretionary Employer contributions (5.3):  [Select one]

     [Note:  Forfeitures of excess aggregate contributions shall
     be treated in the same manner as elected in this item XII.C.
     with respect to forfeitures of matching contributions,
     except that if such forfeitures are reallocated, they shall
     only be reallocated among the accounts of non-highly
     compensated participants.]

     ____ (1)  All forfeitures of matching contributions shall be
               reallocated to the matching contribution account
               of each participant eligible to share in matching
               contributions for the plan year in which the
               forfeiture occurs in the same <PAGE> proportion that the
               matching contributions allocated to the
               participant's matching contribution account bears
               to the matching contributions allocated to the
               matching contribution accounts of all participants
               eligible to share in such matching contributions
               for such plan year.  All forfeitures of
               discretionary Employer contributions under the
               plan shall be reallocated to the discretionary
               Employer contribution account of all participants
               who are entitled to share in such discretionary
               Employer contributions for the plan year in which
               the forfeiture occurs in the same proportion that
               the discretionary Employer contributions allocated
               under the plan for such plan year (or would have
               been allocated if a contribution had been made).

     ____ (2)  All forfeitures of matching contributions and
               discretionary Employer contributions under the
               plan shall be allocated to a participant's
               discretionary Employer contribution account in the
               same ratio that each participant's compensation
               bears to the compensation for all participants
               entitled to share in the discretionary Employer
               contributions.

     X    (3)  All forfeitures of matching contributions and
               discretionary Employer contributions under the
               plan shall be applied to reduce future matching
               and discretionary Employer contributions, if any.

     ____ (4)  All forfeitures of matching contributions under
               the plan shall be applied to reduce future
               matching contributions, if any.  All forfeitures
               of discretionary Employer contributions under the
               plan shall be reallocated among all participants
               who are entitled to share in such discretionary
               Employer contributions for the plan year in which
               the forfeiture occurs in the same manner as
               discretionary Employer contributions are allocated
               under the plan for such plan year (or would have
               been allocated if a contribution had been made).

XIII.     PARTICIPANT LOANS

A.   Permissibility of participant loans (6.4):  [Select one]

     ____ Loans to participants or beneficiaries shall not be
          permitted under the plan.

               [If the above option is selected, do not complete
               the remaining question in this item XIII.]


<PAGE>



     X    Loans to participants or beneficiaries (but not
          owner-employees or shareholder-employees of S
          corporations) shall be permitted under the plan.

               [If the above option is selected, please complete
               the remainder of this item XIII as applicable.]

B.   Amount of participant loans:

     The minimum amount of a participant loan that may be
     obtained under the plan shall be: [Select one]

     ____ (1)  $500

     X    (2)  $1,000.

C.   Sources of participant loans:

     The principal amount of a participant loan may be obtained
     from the vested portion of the following accounts of the
     participant: [Select one]

     X    (1)  His entire account (other than his deductible
               contribution account).

     ____ (2)  His elective deferral account only.

     ____ (3)  The following separate accounts which are a part
               of his entire account: 
               [Select one or more]

          ____ (a)  the discretionary Employer contribution
                    account;

          ____ (b)  the mandatory contribution account;

          ____ (c)  the elective deferral account;

          ____ (d)  the qualified non-elective contribution
                    account;

          ____ (e)  the employee after-tax contribution account;

          ____ (f)  the matching contribution account;

          ____ (g)  the qualified matching contribution account;

          ____ (h)  the rollover account; and


<PAGE>


          ____ (i)  the direct transfer account.

D.   Loans from separate accounts invested in Employer stock:
[Select one]

     ____ (1)  Notwithstanding the above, amounts allocated to a
               participant's separate account that are required
               to be invested or reinvested in Employer stock
               shall not be sold or applied to fund the principal
               amount of a participant loan under the plan.

     ____ (2)  Amounts allocated to a participant's separate
               account that are required to be invested or
               reinvested in Employer stock may be sold or
               applied to fund the principal amount of a
               participant loan under the plan.

XIV. PARTICIPANT DIRECTED INVESTMENTS

A.   Permissibility of participant directed investments (8. 1):
     [Select one.  If option (3) is selected, complete option (3)
     as instructed.]

     ____ (1)  Each participant shall not be permitted to direct
               the investment or reinvestment of any portion of
               his account.

               [If the above option is selected, do not complete
               the remaining questions in this item XIV.]

     ____ (2)  Each participant shall be permitted to direct the
               investment and reinvestment of his entire account
               among the directed investment funds, including, if
               elected by the Employer in item XV below, the
               Employer stock fund.

               [If the above option is selected, please complete
               the remaining questions in this item XIV.  See
               item XV below for an election to permit directed
               investments in Employer stock.]

     X    (3)  Each participant shall be permitted to direct the
               investment and reinvestment of one or more of the
               following separate accounts, which are a part of
               his entire account, among the directed investment
               funds, including, if elected by the Employer in
               item XV below, the Employer stock fund: [Select
               one or more as desired]

          ____ (a)  the discretionary Employer contribution
                    account;

          ____ (b)  the deductible contribution account;




<PAGE>


          ____ (c)  the mandatory contribution account;

          X    (d)  the elective deferral account;

          ____ (e)  the qualified non-elective contribution
                    account;

          ____ (f)  the employee after-tax contribution account;

          X    (g)  the matching contribution account;

          ____ (h)  the qualified matching contribution account.

          X    (i)  the rollover account; and

          ____ (j)  the direct transfer account.

               [If the above option is selected, please complete
               the remaining questions in this item XIV.  See
               item XV below for an election to permit directed
               investments in Employer stock.]

B.   Direction by terminated participants and beneficiaries
(3.6.3; 8.1): [Select one]

     X    (1)  Following a participant's termination of service
               for any reason, such participant or his
               beneficiary shall not be entitled to continue to
               direct the investment of the participant's
               directed separate accounts. If the participant's
               vested accrued benefit will be held under the plan
               for future payment to him or his beneficiary
               pursuant to Section 3.6.3, Section 4.1, or Section
               4.2, the amounts credited to the participant's
               directed separate accounts will be transferred as
               of the adjustment date coincident with or next
               following the date of his termination of service
               to the most conservative directed investment fund
               as designated by the Committee.

     ____ (2)  Following a participant's termination of service
               for any reason, such participant or his
               beneficiary shall be entitled to continue to
               direct the investment of the participant's
               directed separate accounts until the participant's
               benefit is paid to him or his beneficiary in full
               as provided in Section 3.6.3, Section 4.1, or
               Section 4.2.

C.   Allocation among investment funds (8.1.3; 8.1.4):

     Each participant shall be permitted to direct the investment
     of future contributions allocated to his directed separate
     accounts among the available directed investment funds in
     multiples of the following percentage: [Select one and
     complete, if necessary]



<PAGE>



     X    (1)  10%

     ____ (2)  25%

     ____ (3)  _____% [Insert any whole percentage that divides
               evenly into 100]

     Each participant shall be permitted to reallocate the
     amounts credited to his directed separate accounts among the
     available directed investment funds as follows: [Select one
     or more and complete as appropriate]

     X    (1)  In multiples of the following percentage:

          X    (a)  10%

          ____ (b)  25%

          ____ (c)  _____% [Insert any whole percentage that
                    divides evenly into 100].

     ____ (2)  In units.

     ____ (3)  In dollars.

D.   Frequency of investment directions (8.1.3; 8.1.4):

     Each participant shall be permitted to change his direction
     of the future contributions allocated to his directed
     separate accounts or to reallocate the amounts credited to
     his directed separate accounts among the available directed
     investment funds as of the following adjustment dates: 
     [Select one.  Note: The dates selected under this item XIV.D
     should coincide with the adjustment date(s) selected in item
     X.A above.  Participants should not be permitted to give
     investment directions more frequently than the adjustment
     dates selected for the plan.]

     X    (1)  Each day during the plan year.

               [Note: Item XIV.D(1) above should not be elected
               unless daily adjustment dates have been elected.]

     ____ (2)  The last day of each month during the plan year.

     ____ (3)  The last day of each third month during the plan
               year.

     ____ (4)  The last day of each sixth month during the plan
               year.



<PAGE>



     ____ (5)  The last day of each week during the plan year.

     ____ (6)  The last day of each plan year.

     ____ (7)  Other:

               _________________________________________________


               _________________________________________________

XV.  INVESTMENTS IN EMPLOYER STOCK

A.   Permissibility of investments in Employer stock (1.26; 9;
     20). [Select one]

     X    (1)  The Trustee shall not be authorized to invest plan
               assets in Employer stock.

               [If the above option is selected, do not complete
               the remaining questions in this item XV.]

     ____ (2)  The Committee shall be authorized to direct the
               Trustee to invest and reinvest plan assets in
               shares of Employer stock as a general investment
               of the trust in accordance with Section 20.

               [Note: This option should be selected if the
               Employer does not intend to make matching
               contributions and/or discretionary Employer
               contributions to the plan in shares of Employer
               stock and participants are not permitted to direct
               the investment of any portion of their accounts
               (i.e., if item XIV.A.(1) above was selected).]

                    [If the above option is selected, do not
                    complete the remaining questions in this item
                    XV.]

     ____ (3)  The Committee shall be authorized to direct the
               Trustee to establish an Employer stock fund (as
               described in Section 9.1) for the purpose of
               receiving and holding any shares of Employer stock
               contributed to the plan as matching contributions
               and/or discretionary Employer contributions.

               [Note: This option should be selected if the
               Employer intends to make matching contributions
               and/or discretionary Employer contributions to the
               plan in shares of Employer stock.]



<PAGE>


     If this option (3) is selected and participants are
     permitted to direct the investment of any portion of their
     accounts among the other directed investment funds (i.e., if
     either item XIV.A.(2) or item XIV.A.(3) above was selected),
     select one of the following additional options:

          ____ (A)  Each participant shall not be permitted to
                    direct the investment or reinvestment of any
                    portion of his account in the Employer stock
                    fund.

          ____ (B)  Each participant shall be permitted to direct
                    the investment and reinvestment of his entire
                    account in the Employer stock fund.

          ____ (C)  Each participant shall be permitted to direct
                    the investment and reinvestment of one or
                    more of the following separate accounts which
                    are a part of his entire account in the
                    Employer stock fund: [Select one or more as
                    desired]

               ____ (a)  the discretionary Employer contribution
                         account;

               ____ (b)  the deductible contribution account;

               ____ (c)  the mandatory contribution account;

               ____ (d)  the elective deferral account;

               ____ (e)  the qualified non-elective contribution
                         account;

               ____ (f)  the employee after-tax contribution
                         account;

               ____ (g)  the matching contribution account;

               ____ (h)  the qualified matching contribution
                         account;

               ____ (i)  the rollover account; and

               ____ (j)  the direct transfer account.

                    [If item XV.A.(3) is selected, please
                    complete the remaining questions in this item
                    XV.]

     ____ (4)  The Committee shall be authorized to direct the
               Trustee to establish an Employer stock fund (as
               described in Section 9.1) for the purpose of
               allowing participants to direct the investment or
               reinvestment of all or a portion of their accounts
               in Employer stock as designated below.



<PAGE>


               [Note: This option should be selected if the
               Employer does not intend to make matching
               contributions and/or discretionary Employer
               contributions to the plan in shares of Employer
               stock, but wants to permit participants to invest
               and reinvest all or a portion of their accounts in
               Employer stock.]

     If this item XV.A.(4) is selected, select one of the
     following additional options:

          ____ (A)  Each participant shall be permitted to direct
                    the investment or reinvestment of his entire
                    account in the Employer stock fund.

          ____ (B)  Each participant shall be permitted to direct
                    the investment and reinvestment of one or
                    more of the following separate accounts,
                    which are a part of his entire account, in
                    the Employer stock fund: [Select one or more
                    as desired]

               ____ (a)  the discretionary Employer contribution
                         account;

               ____ (b)  the deductible contribution account;

               ____ (c)  the mandatory contribution account;

               ____ (d)  the elective deferral account;

               ____ (e)  the qualified non-elective contribution
                         account;

               ____ (f)  the employee after-tax contribution
                         account;

               ____ (g)  the matching contribution account;

               ____ (h)  the qualified matching contribution
                         account;

               ____ (i)  the rollover account; and

               ____ (j)  the direct transfer account.

                    [If this item XV.A.(4) is selected, please
                    complete the remaining questions in this item
                    XV.]



<PAGE>


B.   Medium of payment (4.8).

     To the extent amounts allocated to a participant's separate
     account are invested in Employer stock, the distribution of
     such amounts shall be made in: [Select one]

          ____ (1)  Cash.

          ____ (2)  Shares of Employer stock.

          ____ (3)  Cash or shares of Employer stock, as elected
                    by the participant or beneficiary.

     [If item XV.B.(1) is selected, please proceed to item XV.D.
     Do not complete item XV.C.]

C.   Right of first refusal (9.3): [Select one]

          ____ (1)  Any participant who receives a distribution
                    of Employer stock under the plan and desires
                    to dispose of such Employer stock shall not
                    be required to first offer to sell such
                    Employer stock to the Employer.

          ____ (2)  Any participant who receives a distribution
                    of Employer stock under the plan and desires
                    to dispose of such Employer stock shall be
                    required to first offer to sell such Employer
                    stock to the Employer.

D.   Voting of Employer stock (9.4).

     (1)  Readily tradable Employer stock (9.4.1): [Select one]

          [Complete this item XV.D.(1) only if the Employer stock
          held by the Trustee is readily tradable on an
          established market.  If it is not readily tradable,
          please proceed to item XV.D.(2).  See Section 9.4.1 for
          a definition of "readily tradable on an established
          market."]

          ____ (a)  Each participant or his beneficiaries shall
                    not be entitled to direct the Trustee as to
                    the manner in which shares of Employer stock
                    allocated to the participant's separate
                    accounts shall be voted with respect to any
                    corporate matter that involves voting the
                    Employer stock allocated to the participant's
                    separate accounts.




<PAGE>


          ____ (b)  Each participant or his beneficiaries shall
                    be entitled to direct the Trustee as to the
                    manner in which shares of Employer stock
                    allocated to the participant's separate
                    accounts shall be voted with respect to any
                    corporate matter that involves voting the
                    Employer stock allocated to the participant's
                    separate accounts.

               [Note: It may be advisable to amend this item XV.D
               if the Employer stock allocated to a participant's
               separate accounts should become not readily
               tradable in the future.]

     (2)  Not readily tradable Employer stock (9.4.2): [Select
          one]

          [Complete this item XV.D.(2) only if the Employer stock
          held by the Trustee is not readily tradable on an
          established market.]

          ____ (a)  Each participant or his beneficiaries shall
                    not be entitled to direct the Trustee as to
                    the manner in which shares of Employer stock
                    allocated to the participant's separate
                    accounts shall be voted with respect to any
                    corporate matter that involves voting the
                    Employer stock allocated to the participant's
                    separate accounts.

          ____ (b)  Each participant or his beneficiaries shall
                    be entitled to direct the Trustee as to the
                    manner in which shares of Employer stock
                    allocated to the participant's separate
                    accounts shall be voted with respect to any
                    corporate matter that involves voting the
                    Employer stock allocated to the participant's
                    separate accounts.

          ____ (c)  Each participant or his beneficiaries shall
                    be entitled to direct the Trustee as to the
                    manner in which shares of Employer stock
                    allocated to the participant's separate
                    accounts shall be voted with respect to any
                    corporate matter involving the approval or
                    disapproval of any corporate merger or
                    consolidation, recapitalization,
                    reclassification, liquidation, dissolution,
                    or sale of substantially all of the assets of
                    the Employer's trade or business.

          [Note: It may be advisable to amend this item XV.D if
          the Employer stock allocated to a participant's
          separate accounts should become readily tradable in the
          future.]


<PAGE>



XVI. ROLLOVERS

A.   Permissibility of rollovers to the plan (19.1): [Select one]

     ____ Rollovers to the plan shall not be permitted.

                    [If the above option is selected, do not
                    complete the remaining question in this item
                    XVI.]

     X    Rollovers to the plan shall be permitted by the
          individuals designated in item XVI.B below.

                    [If the above option is selected, please
                    complete item XVI.B.]

B.   Persons eligible to make rollovers to the plan (19.1):
[Select one.]

     ____ All employees eligible to participate in the plan under
          Item IV.A, including employees who have not completed
          the participation requirements under the plan.

     X    All participants.

C.   Withdrawals from rollover account: [Select one]

     X    (a)  Except as otherwise provided in XI. E. or G.,
               amounts allocated to a participant's rollover
               account shall not be withdrawn prior to his
               termination of service, death, or disability.

     ____ (b)  In addition to any withdrawal rights provided in
               XI. E. or G., at a participant's request, amounts
               allocated to his rollover contribution account may
               be withdrawn prior to his termination of service,
               death, or disability, subject to the following
               conditions:  [Complete (i); also complete (b) if
               daily adjustment dates have been selected; also
               complete (iii) through (v) as appropriate]

               (i)       A participant may not request more than
                         ___ [not to exceed four] withdrawals
                         during a plan year.

               (ii)      No withdrawal shall exceed _____% of the
                         amount in the participant's rollover
                         contribution account, determined on the
                         date the withdrawal request is actually
                         processed.



<PAGE>



               (iii)     No withdrawal shall be made in an amount
                         less than $________ [Insert amount not
                         in excess of $1,000]

               (iv)      No withdrawal may be made until the
                         Participant has taken all available
                         withdrawals from the following accounts: 
                         

               (v)       A withdrawal may only be made if the
                         Participant incurs a financial hardship. 
                         For purposes of the paragraph, a
                         "financial hardship" is defined as .

XVII.     TOP-HEAVY PROVISIONS

A.   Top-heavy ratio (22.1.7):

     For purposes of establishing present value to compute the
     top-heavy ratio, any benefit shall be discounted only for
     interest and mortality based on the following: [Complete
     both]

     (1)  Interest rate:   8  %

     (2)  Mortality table:     UP '84

B.   Minimum top-heavy allocations (22.2.1):

     For purposes of minimum top-heavy allocations, contributions
     and forfeitures equal to   3  % of each non-key employee's
     compensation will be allocated to the employee's account
     when the plan is top-heavy.

          [Insert a percentage that is not less than 3%; provided
          that "0" may be inserted if the minimum allocation will
          be provided to participants under any other plan or
          plans of the Employer.  If permitted pursuant to
          Section 22.2.1 of the plan, such percentage shall in no
          event exceed the largest percentage of Employer
          contributions and forfeitures allocated on behalf of
          any key employee.  Neither elective deferrals nor
          matching contributions may be taken into account for
          the purpose of satisfying the minimum top-heavy
          allocation requirement.  The Employer may attach
          additional provisions as necessary to satisfy Section
          416 of the Code because of the required aggregation of
          multiple plans.]



<PAGE>


C.   Top-heavy vesting schedule (22.2.2):

     [Complete this question if option (3) of item XII.A is not
     selected and either (a) option (1) of item XII.A is selected
     and the number of years of service is greater than three, or
     (b) option (2) of item XII.A is selected and the vested
     percentage for any year under such option is less than the
     vested percentage for the same year under option (2) of this
     item.]

     The nonforfeitable percentage of each participant in his
     accrued benefit attributable to matching contributions and
     discretionary Employer contributions for any top-heavy plan
     year shall be determined as follows: [Select one]

     X    (1)  100% vesting after     3     [not to exceed 3]
               years of service.

     ____ (2)  Number of Years             Vesting
               of Service               Percentage

               Less than 2                  0%
                         2                 20%
                         3                 40%
                         4                 60%
                         5                 80%
                    6 or more            100%

XVIII.  MAXIMUM ALLOCATIONS

A.   Correction of excess allocations (23.1.4; 23.2.6):

     If, as a result of the allocation of forfeitures, a
     reasonable error in estimating a particular compensation, a
     reasonable effort in determining the amount of elective
     deferrals that may be _____ by a participant under the
     limitations of Section 23 of the plan, or other limited
     factual circumstances, the maximum permissible amount would
     be exceeded for any limitation year ____ excess amount with
     respect to a participant for such limitation year shall be
     disposed of _______ following order:

     (1)  Any employee after-tax contributions (and any gains
          attributable thereto) to the extent such excess shall
          be returned to the participant.

     (2)  If further reductions are necessary, any elective
          deferrals to the extent of such excess be returned to
          the participant.




<PAGE>


     (3)  If further reductions are necessary, then the Committee
          shall reduce the excess amount ________ the following
          manner: [Select one]

          ____ (a)  First, such participant's share of the
                    discretionary Employer contributions then his
                    share of the matching contributions, and
                    finally his share of forfeitures for the
                    limitation year shall be reduced in that
                    order ________ extent of such remaining
                    excess.  Such excess amount shall be credi___ a
                    separate special account for the participant
                    designated as a "sus_______  account," and
                    shall be applied in the next limitation year
                    (and _______ limitation years if necessary to
                    reduce matching contributory discretionary
                    Employer contributions for the participant,
                    provided _______ covered under the plan as of
                    the adjustment date such matching
                    contributions or discretionary Employer
                    contributions are allocated ______________   
                    participant is not covered under the plan at
                    such time, the balance __________ suspense
                    account shall be reallocated among the
                    remaining participa______ the ratio which
                    each of such participant's compensation
                    during ______ limitation year in question bears
                    to the aggregate compensation of all
                    participants during such limitation year, and
                    before any employee tax contribution,
                    elective deferrals, qualified non-elective _____ 
                    matching contributions, qualified matching
                    contributions, or _________ Employer
                    contributions for such limitation year are
                    allocated.

                    The suspense account shall be adjusted
                    annually for additions ________ distributions
                    therefrom, but not for any net income or net
                    loss attributable thereto.  In the event the
                    plan is terminated, any balance in the _______ 
                    account shall be returned to the Employer.

          X    (b)  First, such participant's share of the
                    discretionary Employer contributions, then
                    his share of the matching contributions, and
                    finally, his share of any forfeitures for the
                    limitation year shall be reduced in that
                    order to the extent of such remaining excess. 
                    The amount of the reduction shall be
                    reallocated among the remaining participants
                    in the ratio which each of such participant's
                    compensation during the limitation year in
                    question bears to the aggregate compensation
                    of all such participants during such
                    limitation year and before any employee
                    after-tax contributions, elective deferrals,
                    qualified non-elective contributions,
                    matching contributions, qualified <PAGE> matching
                    contributions, or discretionary Employer
                    contributions for such limitation year are
                    allocated.  If all of the amount of such
                    reduction cannot be reallocated without
                    causing the account of each other participant
                    to exceed the maximum permissible amount,
                    then such remaining amount shall be credited
                    to a suspense account.

                    The suspense account shall contain the excess
                    amounts of Employer contributions and
                    forfeitures from all limitation years.  Such
                    excess amounts shall be allocated for each
                    succeeding limitation year among the accounts
                    of participants in the ratio which each of
                    such participant's compensation for the
                    limitation year in question bears to the
                    aggregate compensation of all such
                    participants during such limitation year and
                    before any employee after-tax contributions,
                    elective deferrals, qualified non-elective
                    contributions, matching contributions,
                    qualified matching contributions, or
                    discretionary Employer contributions for such
                    year are allocated.  The suspense account
                    shall be adjusted annually for additions
                    thereto and distributions therefrom, but not
                    for any net income or net loss attributable
                    thereto.  In the event the plan is
                    terminated, any balance in the suspense
                    account shall be returned to the Employer.

     Notwithstanding anything above or in the plan to the
     contrary, if all or part of a participant's elective
     deferrals or employee after-tax contributions are
     distributed to the participant pursuant to the provisions of
     Section 23 of the plan, the matching contribution made with
     respect to such elective deferrals or employee after-tax
     contributions, adjusted for income and losses allocable
     thereto, shall be forfeited by the participant on or before
     the March 15 next following the end of the plan year for
     which the matching contribution was made.  The income and
     losses allocable to the forfeited matching contributions for
     the plan year shall be determined in the same manner as
     income and losses allocable to excess aggregate contribution
     are determined pursuant to Section 2.3.6.  Forfeitures of
     matching contributions (including income and losses
     allocable thereto) shall be applied in the current or next
     succeeding plan year in the same manner as elected by the
     Employer in item XII.C of this Adoption Agreement.



<PAGE>


B.   Limits for multiple plans:

     If the Employer maintains another qualified defined
     contribution plan, other than a regional prototype plan:
     [Select one]

     X    (1)  The provisions of Section 23.2.1 through 23.2.6
               will apply as if the other plan were a regional
               prototype plan.

     ____ (2)  [Provide the method under which the plans will
               limit total annual additions to the maximum
               permissible amount, and will properly reduce any
               excess amounts, in a manner that precludes
               Employer discretion].


C.   If the participant is or has ever been a participant in a
     defined benefit plan maintained by the Employer: [Insert
     provision which satisfies 1.0 limitation of Section 415(e)
     of the Code.  See Treasury Regulation Section 1.415-1 for
     guidance.]








     NOTE: THIS IS AN IMPORTANT DOCUMENT HAVING COMPLEX TAX AND
OTHER LEGAL IMPLICATIONS.  THE SPONSOR RECOMMENDS THAT ANY
ADOPTING EMPLOYER CONSULT WITH AN ATTORNEY KNOWLEDGEABLE IN
EMPLOYEE BENEFIT MATTERS BEFORE SIGNING THIS ADOPTION AGREEMENT.

XIX. SUBSTITUTE TRUST OR CUSTODIAL ACCOUNT AGREEMENT (20.7)

          [Complete this Item XVIII only if you are adopting a
          separate trust or custodial account agreement that
          overrides the trust provisions of Section 20 of this
          plan.]

          ____ The attached trust or custodial agreement
               overrides the trust provisions of Section 20 of
               the plan.


<PAGE>




          IN WITNESS WHEREOF, this Agreement has been executed by
the parties hereto on the 15th day of December, 1995.
                                
                              INVESTORS FIDUCIARY TRUST COMPANY
                              Name of Employer


                              By:  /s/ Stephen Hilliard,
                                  Executive Vice President
                                   Officer, Partner, or Sole
                                        Proprietor
Attest/Witness:



/s/ Marvin Rau

[Corporate Seal]

                    Name of Trustee(s)  INVESTORS FIDUCIARY 
                                        TRUST COMPANY


                              By:  /s/ Stephen Hilliard,
                                   Executive Vice President
                                   Individual/Authorized Officer

Attest:


/s/ Marvin Rau

[Corporate Seal]




          NOTE: The Employer may not rely on the notification
letter issued by the National or District Office of Internal
Revenue Service as evidence that this plan is qualified under
Section 401 of the Code.  In order to obtain reliance with
respect to plan qualification, the Employer must apply to the
appropriate Key District Office for a determination letter.


