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                                                                     EXHIBIT 10Q




                            401(K) RESTITUTION PLAN



EFFECTIVE DATE:           April 1, 1994

PLAN YEAR:                Calendar year

PURPOSE:                  Legal limits on contributions to the 401(k) Plan
                          prevent some officers from receiving 3% of pay as
                          Company matching contributions.  The Restitution Plan
                          will provide that 3% opportunity.

BENEFIT FOR 1994:         All eligible officers who satisfy the 401(k) plan
                          participation requirement (stated below as #1) will
                          receive a Company contribution for 1994 whether or not
                          they participate in the Deferred Compensation Plan.
                          The company contribution will equal 75% (9 months) of
                          the company matching contribution available had the
                          plan been in effect for the entire year.

ELIGIBILITY:              Officers at the Vice President and above level of A&T
                          and named subsidiaries, provided they are eligible
                          for Company matching contributions in a Company's or
                          subsidiary's 401(k) plan.


NAMED SUBSIDIARIES:       ASA, CDI, GSS, IPD

PLAN COMPENSATION:        W-2 Earnings plus deferred compensation, not
                          including Restitution contributions.


REQUIREMENTS FOR RECEIVING A RESTITUTION CONTRIBUTION:

1)       The officer must participate in the 401(k) Plan at any percent and
         contribute as a matchable contribution the maximum amount allowable
         that is in effect at the beginning of the Plan Year (e.g., $7200 for
         1994).

2)       The officer must participate in the Deferred Compensation Plan. The
         dollar amount of officer's contributions to the Deferred Compensation
         Plan plus the 401(k) Plan must equal 6% of Plan Compensation.

3)       All rules and conditions of the Deferred Compensation Plan will apply
         to Restitution Contributions.


BENEFIT CALCULATION:

1)       Officer's contribution: 6% times Plan Compensation minus actual
         contribution to 401(k).

2)       Company matching contributions:  3% of Plan Compensation minus actual
         matching contributions to the 401(k) Plan.

Note:  The above calculations will apply to all eligible officers regardless of
the percent Company match available to them in any of the Company's or
subsidiary's 401(k) plans.


August 8, 1994

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                                                 401(k) Restitution Plan, Page 2


BENEFIT COMPUTATION DATE:

Estimates of the minimum officer deferral necessary to satisfy the plan
requirements will be calculated and provided to officers prior to each Deferred
Compensation election period.

Company contributions to the Restitution plan will be determined at year-end
and invested in the Deferred Compensation Plan as soon as is practical.


INVESTMENT:

Both officer contributions and Company matching contributions will be invested
in the Deferred Compensation Plan.


RESPONSIBILITIES:

Estimating minimum officer deferrals and calculating Restitution Contributions
will be the responsibility of the Corporate Manager of Retirement Plans.

Officers eligible for Restitution Contributions will be notified and given the
opportunity to participate in the Deferred Compensation Plan.


NO GUARANTEE:

The Company reserves the right to terminate, amend, and alter the plan at any
time for any reason.


                                     By:            /s/ DAVID M. NOLF
                                             ___________________________________

                                     Title:        Exec Vice President
                                             ___________________________________

                                     Date:            August 8, 1994
                                             ___________________________________


August 8, 1994

