CENTEX CORP, S-8, 1994-08-16

CENTEX CORP
S-8, 1994-08-16
OPERATIVE BUILDERS

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<PAGE> 1

As filed with the Securities and Exchange Commission on August 16, 1994.

Registration No. 33-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________

FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

________________________
<TABLE>
<S> <C>
CENTEX CORPORATION 3333 HOLDING CORPORATION AND
CENTEX DEVELOPMENT COMPANY, L.P.

Nevada Nevada and Delaware, respectively
(State of incorporation) (States of incorporation or organization)

75-0778259 75-2178860 and 75-2168471, respectively
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification Nos.)

3333 Lee Parkway, Suite 1200 3333 Lee Parkway, Suite 500
Dallas, Texas 75219 Dallas, Texas 75219
(Address of principal executive offices) (Address of principal executive offices)

(214) 559-6500 (214) 559-6700
(Registrant's telephone number) (Registrants' telephone number)
</TABLE>

AMENDED AND RESTATED PROFIT SHARING AND RETIREMENT PLAN OF CENTEX CORPORATION
(Full title of the plan)

RAYMOND G. SMERGE
Vice President, Chief Legal Officer and Secretary
CENTEX CORPORATION
3333 Lee Parkway, Suite 1200
Dallas, Texas 75219
(Name and address of agent for service)

Telephone number, including area code, of agent for service: (214) 559-6500
<PAGE> 2
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================================
Title of Amount Proposed maximum Proposed maximum Amount of
Securities to to be offering price aggregate registration
be registered (2) registered per share (3) offering price (3) fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $0.25 (1) 1,000,000 Shares $ 25.25 $25,250,000 $ 8,706.90
- -----------------------------------------------------------------------------------------------------------
Beneficial Interests
in 1,000 shares of
Common Stock of 3333
Holding Corporation(1) --- $ --- $ --- $ ---
- -----------------------------------------------------------------------------------------------------------
Beneficial Interests
in 900 Warrants to
Purchase Class B
Units of Limited
Partnership
Interests in Centex
Development Company, --- $ --- $ --- $ ---
L.P. (1)
===========================================================================================================
</TABLE>

(1) On November 30, 1987, Centex distributed as a dividend to its stockholders
(through a nominee, the "Nominee") all the issued and outstanding shares of
common stock, par value $0.01 per share ("Holding Common Stock"), of 3333
Holding Corporation, a Nevada corporation ("Holding"), and 900 warrants
(the "Stockholder Warrants") to purchase Class B Units of limited
partnership interests in Centex Development Company, L.P., a Delaware
limited partnership ("CDC").

The Nominee holds the Stockholder Warrants and 1,000 shares of Holding
Common Stock on behalf of and for the benefit of persons who are from time
to time the holders of the common stock, par value $0.25 per share ("Centex
Common Stock"), of Centex ("Centex Stockholders"). Each Centex Stockholder
owns a beneficial interest in that portion of the 1,000 shares of Holding
Common Stock and the Stockholder Warrants that the total number of shares
of Centex Common Stock held by such stockholder bears to the total number
of shares of Centex Common Stock outstanding from time to time. This
beneficial interest of the Holding stockholders is not represented by a
separate certificate or receipt. Instead, each Centex Stockholder's pro
rata portion of such beneficial interest is represented by the certificate
or certificates evidencing such Centex Stockholder's Centex Common Stock,
and is currently tradeable only in tandem with, and as a part of, each such
Centex Stockholder's Centex Common Stock.

No additional fee is required in respect of the beneficial interests in the
shares of Holding Common Stock and the Stockholder Warrants associated with
shares of Centex Common Stock.

(2) Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
"Securities Act"), there are also being registered such additional shares
of Common Stock and beneficial interests in the Holding Common Stock and
CDC Warrants as may become issuable to prevent dilution resulting from
stock splits, stock dividends or similar transactions. In addition,
pursuant to Rule 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employer benefit plan described herein.

(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and (h) of the Securities Act, and computed on the
basis of the average of the high and low sales prices of the Common Stock
included in the New York Stock Exchange Composite Transactions Report for
August 10, 1994 as published by The Wall Street Journal, which was
$25.25 per share.

================================================================================
<PAGE> 3
PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROPSECTUS

Note: The document(s) containing the information concerning the
Amended and Restated Profit Sharing and Retirement Plan of Centex Corporation
(the "Plan") required by Item 1 of this Form and the statement of availability
of Registrant information and information relating to the Plan and other
information required by Item 2 of this Form will sent or given to employees as
specified by Rule 428. In accordance with Rule 428 and the requirements of Part
I of Form S-8, such documents are not being filed with the Secuitites and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as propectuses or prospectus supplements pursuant to Rule 424. The
Registrant shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish to the
Commission or its staff a copy or copies of any or all of the documents
included in such file.

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

This Registration Statement incorporates herein by reference the
following documents which have been filed with the Securities and Exchange
Commission (the "Commission") by Centex Corporation ("Centex"), 3333 Holding
Corporation ("Holding") or Centex Development Company, L.P. ("CDC") (Centex,
Holding and CDC are hereinafter collectively referred to as the "Companies")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), except to the extent that any statement or information therein is
modified, superseded or replaced by a statement or information contained in any
subsequently filed documents incorporated herein by reference.

(1) The Joint Annual Report on Form 10-K of Centex, Holding and
CDC for the fiscal year ended March 31, 1994, filed pursuant to Section 13 of
the Exchange Act.

(2) The Joint Quarterly Report on Form 10-Q of Centex, Holding and
CDC for the quarter ended June 30, 1994, filed pursuant to Section 13 of the
Exchange Act.

(3) The Joint Proxy Statement of Centex and Holding dated July 1,
1994, for use in connection with the Annual Meeting of Stockholders held on
July 28, 1994.

(4) Current Report on Form 8-K of Centex dated May 10, 1991 filed
pursuant to Section 13(a) of the Exchange Act.

(5) Description of Centex Common Stock, par value $0.25 per share
("Common Stock"), contained in the Form 8-A dated October 28, 1971, and Form 8
dated November 11, 1971 filed pursuant to Section 12 of the Exchange Act.

(6) Description of Common Stock, par value $0.01 per share, of
Holding contained in the Registration Statement on Form 10 dated July 12, 1987,
as amended by Form 8 dated October 14, 1987, Form 8 dated November 12, 1987 and
Form 8 dated November 24, 1987.

(7) Description of Warrants to purchase Class B Units of limited
partnership of CDC expiring November 30, 1997 contained in Registration
Statement on Form 10 dated July 12, 1987, as amended by Form 8 dated October
14, 1987, Form 8 dated November 12, 1987 and Form 8 dated November 24, 1987.

(8) Description of the Preferred Stock Purchase Rights which are
presently transferred with the Centex Common Stock contained in Form 8-A dated
September 17, 1986, as amended by Amendment No. 1 on Form 8 dated October 18,
1988, filed pursuant to Section 12 of the Exchange Act.

- 1 -
<PAGE> 4

All other documents hereinafter filed by the Companies or the
Plan, or any of them, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Centex and Holding are Nevada corporations. Pursuant to the
provisions of Section 751 of the Nevada General Corporation Law (the "NGCL"),
every Nevada corporation has the authority to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right
of the corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving as such (at
the request of the corporation) of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including reasonable
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or proceeding if such
person acted in good faith and in a manner he reasonably believed to be in the
best interest, or not opposed to the best interest, of the corporation and with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

Under Nevada law, Centex and Holding also have authority to
indemnify any such person who is a party or is threatened to be made a party to
any threatened, pending or completed actions or suits brought by or in the
right of the corporation, but only to the extent of expenses including amounts
paid in settlement and attorneys' fees. No indemnification shall be made,
however, for any claim, issue or matter as to which a person has been adjudged
by a court to be liable to the corporation or for amounts paid in settlement to
the corporation, unless and only to the extent that the court determines that
in view of all the circumstances, the person is fairly and reasonably entitled
to such expenses as the court deems proper.

To the extent any of the persons referred to in the two
immediately preceding paragraphs is successful in the defense of the actions
referred to therein, such person must be indemnified by the corporation against
expenses including attorneys fees actually and reasonably incurred by him in
connection with the defense.

In addition, Section 037 of the NGCL permits Nevada corporations
to include in their articles of incorporation a provision eliminating the
personal liability of their directors and officers for damages resulting from
certain breaches of fiduciary duty. An amendment to the Articles of
Incorporation of Centex was adopted by its stockholders at the annual meeting
thereof held on July 15, 1987 in order to effect the permitted limitation on
liability. The Articles of Incorporation of Holding and the Articles of
Incorporation of 3333 Development Corporation, the general partner of CDC,
contain a similar provision limiting the liability of their directors and
officers for such damages.

Centex has entered into indemnification contracts with its
directors as such, and with its directors in their capacities (i) as officers,
employees or agents of Centex and as directors or officers of the various
subsidiaries of Centex, (ii) as directors, officers, employees or agents of
other companies or enterprises when they are serving in any such capacity at
the request of Centex, and (iii) as a fiduciary with respect to any employee
benefit plan or trust of Centex or any subsidiary of Centex. It is anticipated
that similar contracts may be entered into, from time to time, with

- 2 -
<PAGE> 5
certain officers of Centex and its subsidiaries who are not directors of
Centex. The general effect of the indemnification contracts is to provide that
the indemnitees shall be indemnified to the fullest possible extent permitted
by law against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by them in any
action or proceeding, including any action by or in the right of Centex, by
reason of their service in the foregoing capacities. The indemnification
contracts were approved by the stockholders of Centex at the annual meeting of
stockholders held on July 16, 1986.

The Companies have obtained a directors' and officers' liability
insurance policy to insure their respective directors and officers against
losses resulting from wrongful acts committed by them in their capacities as
directors and officers of the Companies, including liabilities arising under
the Securities Act.

The foregoing summaries are necessarily subject to the complete
text of the statute, Articles of Incorporation, By-laws and agreements referred
to above and are qualified in their entirely by reference thereto.

The Amended and Restated Agreement of Limited Partnership of CDC
provides that CDC will indemnify the General Partner and its directors,
officers, employees and agents and persons serving on behalf of CDC in similar
capacities with other entities against liabilities, costs and expenses
(including legal fees and expenses) incurred by the General Partner or such
persons in connection with litigation or threatened litigation, if the General
Partner or such persons acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of CDC, and such General
Partner's or such other person's conduct did not constitute gross negligence or
willful or wanton misconduct. Any indemnification under these provisions will
be limited to the assets of CDC. CDC is authorized to purchase insurance
against liabilities asserted against any expenses incurred by such persons in
connection with CDC's activities, if any, whether or not CDC would have the
power to indemnify the persons against such liabilities under the provisions
described above.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

The Exhibits to this Registration Statement are listed in the
Index to Exhibits beginning on page E-1 of this Registration Statement which
Index is incorporated by reference herein.

The Registrants hereby undertake that they have submitted or will
submit in a timely manner the Plan and any amendment thereto to the Internal
Revenue Service for purposes of obtaining a determination letter that the Plan
is qualified under Section 401 of the Internal Revenue Code of 1986, as
amended, and have made or will make all changes required by the Internal
Revneue Service in order to qualify the Plan.

ITEM 9. UNDERTAKINGS

The undersigned Registrants hereby undertake:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, unless the information required to be
included in such post-effective amendment is contained in a
periodic report filed by the Companies pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement, unless the
information required to be included in such post-effective
amendment is contained in a periodic report

- 3 -
<PAGE> 6

filed by the Companies pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering;

(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Companies' annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, the filing of an employee benefit
plan's annual report pursuant to Section 15 (d) of the Securities
Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors,
officers and controlling persons of the respective Companies pursuant
to the foregoing provisions, or otherwise, the Companies have
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event a claim for
indemnification against such liabilities (other than the payment by any
of the Companies of expenses incurred or paid by a director, officer,
or controlling person of such Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
such Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

- 4 -
<PAGE> 7
SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas, on July 28, 1994.

CENTEX CORPORATION

By: /s/ Laurence E. Hirsch
------------------------------
Laurence E. Hirsch
Chairman of the Board
and Chief Executive Officer

POWER OF ATTORNEY

Know all men by these presents, that each of the undersigned hereby constitutes
and appoints Laurence E. Hirsch and David W. Quinn, and each of them, his true
and lawful attorneys-in-fact and agents, with full power of substitution for
him and in his name, place and stead, in any and all capacities, to sign any or
all pre-effective or post-effective amendment to the Registration Statement,
and to file the same with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or agents or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
---------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C>
Chairman of the Board,
/s/ Laurence E. Hirsch Chief Executive Officer July 28, 1994
------------------------------- and Director
Laurence E. Hirsch (principal executive officer)

Executive Vice President,
/s/ David W. Quinn Chief Financial Officer July 28, 1994
------------------------------- and Director
David W. Quinn (principal financial officer)

/s/ Michael S. Albright Vice President -- Finance
------------------------------- and Controller July 28, 1994
Michael S. Albright (principal accounting officer)

/s/ Alan B. Coleman Director July 28, 1994
-------------------------------
Alan B. Coleman
</TABLE>

- 5 -
<PAGE> 8
<TABLE>
<CAPTION>
Signature Title Date
--------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C>
Director July __, 1994
-------------------------------
Dan W. Cook III

/s/ William J Gillilan III Director July 28, 1994
-------------------------------
William J Gillilan III

Director July __, 1994
-------------------------------
Clint W. Murchison, III

/s/ Charles H. Pistor Director July 28, 1994
-------------------------------
Charles H. Pistor

/s/ Paul R. Seegers Director July 28, 1994
-------------------------------
Paul R. Seegers

/s/ Paul T. Stoffel Director July 28, 1994
-------------------------------
Paul T. Stoffel
</TABLE>

- 6 -
<PAGE> 9
SIGNATURES

3333 HOLDING CORPORATION

By: /s/ J. Stephen Bilheimer
------------------------------
J. Stephen Bilheimer
President

POWER OF ATTORNEY

Know all men by these presents, that each of the undersigned hereby constitutes
and appoints J. Stephen Bilheimer his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any or all pre-effective or
post-effective amendment to the Registration Statement, and to file the same
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact or agent
or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
---------------------------------- ---------------------------------- ----------------------------------
<S> <C> <C>
President,
/s/ J. Stephen Bilheimer Chief Executive Officer and July 28, 1994
------------------------------ Director
J. Stephen Bilheimer (principal executive officer)

/s/ Roger D. Sefzik Vice President and
------------------------------ Treasurer July 28, 1994
Roger D. Sefzik (principal financial officer
and principal accounting officer)

/s/ Josiah O. Low, III Director July 28, 1994
------------------------------
Josiah O. Low, III

/s/ David M. Sherer Director July 28, 1994
------------------------------
David M. Sherer
</TABLE>

- 7 -
<PAGE> 10
SIGNATURES

CENTEX DEVELOPMENT COMPANY, L.P.

By: 3333 Development Corporation,
General Partner

By: /s/ J. Stephen Bilheimer
------------------------------
J. Stephen Bilheimer
President

POWER OF ATTORNEY

Know all men by these presents, that each of the undersigned hereby constitutes
and appoints J. Stephen Bilheimer his true and lawful attorney-in-fact and
agent, with full power of substitution for him and in his name, place and
stead, in any and all capacities, to sign any or all pre-effective or
post-effective amendment to the Registration Statement, and to file the same
with exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that his attorney-in-fact or agent
or his substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:

/s/ Roger D. Sefzik Vice President and
------------------------------ Treasurer July 28, 1994
Roger D. Sefzik (principal financial officer
and principal accounting officer)

/s/ Josiah O. Low, III Director July 28, 1994
------------------------------
Josiah O. Low, III

/s/ David M. Sherer Director July 28, 1994
------------------------------
David M. Sherer
</TABLE>

- 8 -
<PAGE> 11

The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Administrative Committee which administers the Profit Sharing and
Retirement Plan of Centex Corporation has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on July 28, 1994.

PROFIT SHARING AND RETIREMENT PLAN OF
CENTEX CORPORATION

By: /s/ Michael S. Albright
------------------------------
Michael S. Albright
Plan Administrator

POWER OF ATTORNEY

Know all men by these presents, that each of the undersigned hereby constitutes
and appoints Laurence E. Hirsch and David W. Quinn, and each of them, their
true and lawful attorneys-in-fact and agents, with full power of substitution
for him and in his name, place and stead, in any and all capacities, to sign
any or all pre-effective or post-effective amendment to the Registration
Statement, and to file the same with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
or agents or any of them or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
Signature Title Date
------------------------------------ -------------------------------------- -------------------------------------
<S> <C> <C>
/s/ O. G. Dagnan Member of Administrative Committee July 28, 1994
--------------------------------
O. G. Dagnan

Member of Administrative Committee July __, 1994
--------------------------------
Timothy R. Eller

/s/ William J Gillilan III Member of Administrative Committee July 28, 1994
--------------------------------
William J Gillilan III

/s/ Richard C. Harvey Member of Administrative Committee July 28, 1994
--------------------------------
Richard C. Harvey

/s/ Carl N. Hearne Member of Administrative Committee July 28, 1994
--------------------------------
Carl N. Hearne

/s/ Laurence E. Hirsch Member of Administrative Committee July 28, 1994
--------------------------------
Laurence E. Hirsch
</TABLE>

- 9 -
<PAGE> 12
<TABLE>
<S> <C> <C>
/s/ David W. Quinn Member of Administrative Committee July 28, 1994
-------------------------------
David W. Quinn

Member of Administrative Committee July __, 1994
-------------------------------
Joe R. Walker
</TABLE>

- 10 -
<PAGE> 13
INDEX TO EXHIBITS
CENTEX CORPORATION

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGE
------- ----------------------- -------------
<S> <C> <C>
3.1 Restated Articles of Incorporation of Centex
Corporation ("Centex") (filed as Centex exhibit 3.1
to the 1993 Joint Annual Report of Centex, 3333
Holding Corporation ("Holding") and Centex
Development Company, L.P. ("CDC") for the fiscal
year ended March 31, 1993 (the "1993 Joint Annual
Report") and incorporated herein by reference)

3.2 Bylaws of Centex, as amended (filed as Centex
exhibit 3.2 to the 1993 Joint Annual Report and
incorporated herein by reference)

4.1 Specimen Centex Common Stock certificates (with
tandem trading legend) (filed as Centex exhibit 4.1
to the 1993 Joint Annual Report and incorporated
herein by reference)

4.2 Nominee Agreement by and between Centex, Holding,
CDC and Chemical Bank as successor rights agent
(filed as Centex exhibit 4.2 to the 1993 Joint
Annual Report and incorporated herein by reference)

4.3 Agreement for Purchase of Warrants by and between
Centex and Holding (filed as Centex exhibit 4.3 to
the 1993 Joint Annual Report and incorporated
herein by reference)

4.4 Centex Corporation Shareholder Rights Plan, as
amended (filed as exhibit 1 to Form 8-A
Registration Statement of Centex dated September
17, 1986 and incorporated herein by reference)

4.5 Amendment No. 1 to the Shareholder Rights Plan, as
amended (filed as Centex exhibit 4.6 to the 1993
Joint Annual Report and incorporated herein by
reference)

10* Amended and Restated Profit Sharing and Retirement
Plan of Centex Corporation

23* Consent of Arthur Andersen & Co.

24 Powers of Attorney (contained on the applicable
signature page of this Registration Statement)
</TABLE>

__________________________________
* Filed herewith.

E-1
<PAGE> 14
INDEX TO EXHIBITS
3333 HOLDING CORPORATION

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGE
------- ----------------------- -------------
<S> <C> <C>
3.1 Articles of Incorporation, as amended, of 3333
Holding Corporation ("Holding") (filed as exhibit
3.2a to Amendment No. 1 ("Amendment No. 1") dated
October 14, 1987 to Holding's Registration
Statement on Form 10 dated July 12, 1987, File No.
1-9624 and incorporated herein by reference)

3.2 Bylaws, as amended, of Holding (filed as Holding
exhibit 3.2 to Joint Annual Report of Centex
Corporation ("Centex"), Holding and Centex
Development Company, L.P. ("CDC") on Form 10-K for
the fiscal year ended March 31, 1993 (the "1993
Joint Annual Report") and incorporated herein by
reference)

4.1 Specimen Holding Common Stock certificate (filed
as exhibit 4.1 to Amendment No. 1 and incorporated
herein by reference)

4.2 Specimen Centex Common Stock certificate (with
tandem trading legend) (filed as Holding exhibit
4.2 to the 1993 Joint Annual Report and
incorporated herein by reference)

4.3 Nominee Agreement by and between Centex, Holding,
CDC and Chemical Bank, as successor rights agent
(filed as Holding exhibit 4.3 to the 1993 Joint
Annual Report and incorporated herein by reference)

4.4 Agreement for Purchase of Warrants by and between
Centex and Holding (filed as Holding exhibit 4.4 to
the 1993 Joint Annual Report and incorporated
herein by reference)

10* Amended and Restated Profit Sharing and Retirement
Plan of Centex Corporation

23* Consent of Arthur Andersen & Co.

24 Powers of Attorney (contained on the applicable
signature page of this Registration Statement)
</TABLE>

__________________________________
* Filed herewith.

E-2
<PAGE> 15
INDEX TO EXHIBITS
CENTEX DEVELOPMENT COMPANY, L.P.

<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGE
------- ----------------------- -------------
<S> <C> <C>
3.1 Articles of Incorporation, as amended, of
3333 Development Corporation ("3333") (filed
as exhibit 3.2a to Amendment No. 1 dated
October 14, 1987 ("Amendment No. 1") to
Centex Development Company, L.P.'s ("CDC")
Registration Statement on Form 10 dated July
12, 1987, File No. 1-9625 (the "CDC
Registration Statement") and incorporated
herein by reference)

3.2 Bylaws of CDC, as amended (filed as CDC
exhibit 3.2 to Joint Annual Report of Centex
Corporation ("Centex"), 3333 Holding
Corporation ("Holding") and CDC on Form 10-K
for the fiscal year ended March 31, 1993
(the "1993 Joint Annual Report") and
incorporated herein by reference)

4.1 Certificates of Limited Partnership of CDC
(filed as exhibit 4.1 to the CDC
Registration Statement and incorporated
herein by reference)

4.2 Amended and Restated Agreement of Limited
Partnership of CDC (filed as exhibit 4.2 to
Amendment No. 3 dated November 24, 1987
("Amendment No. 3") to the CDC Registration
Statement and incorporated herein by
reference)

4.3 Specimen certificate for Class A limited
partnership units (filed as exhibit 4.3 to
the CDC Registration Statement and
incorporated herein by reference)

4.4 Specimen certificate for Class B limited
partnership units (filed as exhibit 4.4 to
the CDC Registration Statement and
incorporated herein by reference)

4.5 Warrant Agreement by and between CDC and
Centex (filed as CDC exhibit 4.5 to the 1993
Joint Annual Report and incorporated herein
by reference)

4.6 Specimen warrant certificates (filed as
exhibit 4.6 to Amendment No. 3 and
incorporated herein by reference)

4.7 Specimen Centex Common Stock Certificate
(with tandem trading legend) (filed as CDC
exhibit 4.7 to 1993 Joint Annual Report and
incorporated herein by reference)
</TABLE>

E-3
<PAGE> 16
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGE
------- ----------------------- -------------
<S> <C> <C>
4.8 Nominee Agreement by and between Centex,
Holding, CDC and Chemical Bank, as successor
rights agent (filed as CDC exhibit 4.8 to the
1993 Joint Annual Report and incorporated
herein by reference)

4.9 Agreement for Purchase of Warrants by and
between CDC and Centex (filed as CDC exhibit
4.9 to 1993 Joint Annual Report and
incorporated herein by reference)

10* Amended and Restated Profit Sharing and
Retirement Plan of Centex Corporation

23* Consent of Arthur Andersen & Co.

24 Powers of Attorney (contained on the
applicable signature page of this Registration
Statement)
</TABLE>

__________________________________
* Filed herewith.

E-4

<PAGE> 1
EXHIBIT 10

CENTEX CORPORATION
3333 HOLDING CORPORATION
CENTEX DEVELOPMENT COMPANY, L.P.

AMENDED AND RESTATED
PROFIT SHARING AND
RETIREMENT PLAN
OF
CENTEX CORPORATION

EFFECTIVE APRIL 1, 1989
<PAGE> 2

AMENDED AND RESTATED
PROFIT SHARING AND RETIREMENT PLAN
OF
CENTEX CORPORATION
EFFECTIVE APRIL 1, 1989

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I - NATURE OF PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II - DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.2 Service for Predecessor or Related Employer . . . . . . . . . . . . . . . . . . 21
2.4 Word Usage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.5 Calculation of Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.6 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

ARTICLE III - ELIGIBILITY AND PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
3.2 Years of Service - Participation . . . . . . . . . . . . . . . . . . . . . . . . 24
3.3 Participation - Re-Employed Employees . . . . . . . . . . . . . . . . . . . . . 24
3.4 Notice of Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
3.5 Transfers to Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE IV - EMPLOYER AND EMPLOYEE CONTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.1 Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
4.2 Employee Voluntary Contributions . . . . . . . . . . . . . . . . . . . . . . . . 27
4.3 Employer Contribution Limitation and Treatment of Forfeitures . . . . . . . . . . 27
4.4 Determination of Contribution . . . . . . . . . . . . . . . . . . . . . . . . . 28
4.5 Time and Method of Payment of Contribution . . . . . . . . . . . . . . . . . . . 28
4.6 Make-Up Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
4.7 Return of Employer Contributions . . . . . . . . . . . . . . . . . . . . . . . . 29
4.8 Rollover Contributions and Trust to Trust
Transfers to this Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

ARTICLE V - PARTICIPANT DEFERRALS OF CONSIDERED COMPENSATION
AND MAKING OF EMPLOYEE VOLUNTARY CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . 31
5.1 Participant Election to Defer Considered Compensation or
to Make Employee Voluntary Contributions . . . . . . . . . . . . . . . . . . . . 31
5.2 Limitation on Employer Salary Reduction
Contributions for Highly Compensated Employees . . . . . . . . . . . . . . . . . 32
5.3 Limitations on Employee Voluntary Contributions . . . . . . . . . . . . . . . . 36
5.4 Distribution of Excess Deferrals . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE VI - ALLOCATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.1 Participant's Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
</TABLE>

i
<PAGE> 3

<TABLE>
<S> <C>
6.2 Separate Accounts - Break in Service . . . . . . . . . . . . . . . . . . . . . . 41
6.3 Charging of Payments and Distributions . . . . . . . . . . . . . . . . . . . . . 41
6.4 Allocation of Trust Fund Income, Gain and Losses . . . . . . . . . . . . . . . . 41
6.5 Allocation of Employer and Employee Contributions and Forfeitures . . . . . . . 42
6.6 Dates Contributions Considered Made . . . . . . . . . . . . . . . . . . . . . . 44
6.7 Accrual of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.8 Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.9 Special Valuation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.10 Equitable Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.11 Limitation on Annual Additions . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.12 Allocation Not Create Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE VII - TERMINATION OF SERVICE - PARTICIPANT VESTING . . . . . . . . . . . . . . . . . . . . . . 49
7.1 Normal Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.2 Early Retirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.3 Disability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.4 Death . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.5 Other Termination of Service . . . . . . . . . . . . . . . . . . . . . . . . . . 49
7.6 Years of Service - Vesting . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
7.7 Vesting After a Distribution Without a Break in Service . . . . . . . . . . . . 51
7.8 Forfeiture Occurs and Restoration of Non-Vested Accrued Benefit . . . . . . . . 51

ARTICLE VIII - TIME AND METHOD OF PAYMENT OF BENEFITS,
WITHDRAWALS OF BENEFITS, AND LOANS TO PARTICIPANTS . . . . . . . . . . . . . . . . . . . . 54
8.1 Time of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
8.2 Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
8.3 Deferral of Payments in the Case of Non-Employee and Non-Eligible
Employee Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
8.4 Withdrawal of Employee Voluntary Contribution Account, Employer Salary
Reduction Contribution Account, and Rollover Account Balances . . . . . . . . . 57
8.5 Withdrawal of Employer Profit Sharing Contributions . . . . . . . . . . . . . . 60
8.6 Payment in the Event of Legal Disability . . . . . . . . . . . . . . . . . . . . 61
8.7 Accounts Charged . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.8 Payments Only from Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.9 Unclaimed Account Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . 61
8.10 Special Limitations on Form of Benefits Distribution . . . . . . . . . . . . . . 62
8.11 Qualified Domestic Relations Orders . . . . . . . . . . . . . . . . . . . . . . 63
8.12 Cash Outs and Special Limitation on Involuntary Payment of Benefits . . . . . . 63
8.13 Loans to Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
8.14 Transfers to Qualified Affiliates . . . . . . . . . . . . . . . . . . . . . . . 66

ARTICLE IX - TOP HEAVY PLAN PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
9.1 Top Heavy Rules Applied . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
9.2 Additional Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
</TABLE>

ii
<PAGE> 4

<TABLE>
<S> <C>
9.3 Additional Limitation - Defined Benefit Plan . . . . . . . . . . . . . . . . . . 72
9.4 Minimum Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9.5 Termination of Service Prior to Normal Retirement Age . . . . . . . . . . . . . 75

ARTICLE X - EMPLOYER ADMINISTRATIVE PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.1 Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.2 No Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.3 Employer Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.4 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
10.5 Amendment to Vesting Schedule . . . . . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE XI - COMMITTEES - ADMINISTRATION AND INVESTMENT PROVISIONS . . . . . . . . . . . . . . . . . . 79
11.1 Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
11.2 Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
11.3 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
11.4 Powers of Administrative Committee . . . . . . . . . . . . . . . . . . . . . . . 79
11.5 Powers of Investment Committee . . . . . . . . . . . . . . . . . . . . . . . . . 80
11.6 Manner of Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.7 Authorized Representative . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.8 Nondiscrimination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.9 Interested Member . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.10 Funding Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
11.11 Individual Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
11.12 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

ARTICLE XII - PARTICIPANT ADMINISTRATIVE PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 83
12.1 Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
12.2 No Beneficiary Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
12.3 Personal Data to Administrative Committee . . . . . . . . . . . . . . . . . . . 83
12.4 Address for Notification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
12.5 Assignment or Alienation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
12.6 Litigation Against the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 84
12.7 Information Available . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
12.8 Beneficiary's Right to Information . . . . . . . . . . . . . . . . . . . . . . . 84
12.9 Claims Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
12.10 Appeal Procedure for Denial of Benefits . . . . . . . . . . . . . . . . . . . . 85
12.11 Place of Payment and Proof of Continued Eligibility . . . . . . . . . . . . . . 86
12.12 No Rights Implied . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
12.13 Insurance Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
12.14 Participant Directed Investments . . . . . . . . . . . . . . . . . . . . . . . . 88

ARTICLE XIII - FIDUCIARIES DUTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
13.1 Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
13.2 Allocation of Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . 90
13.3 Procedures for Delegation and Allocation of Responsibilities . . . . . . . . . . 91
</TABLE>

iii
<PAGE> 5

<TABLE>
<S> <C>
13.4 General Fiduciary Standards . . . . . . . . . . . . . . . . . . . . . . . . . . 91
13.5 Liability Among Co-Fiduciaries . . . . . . . . . . . . . . . . . . . . . . . . . 92

ARTICLE XIV - DISCONTINUANCE, AMENDMENT, AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . 94
14.1 Discontinuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
14.2 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
14.3 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
14.4 Vesting on Termination or Suspension . . . . . . . . . . . . . . . . . . . . . . 95
14.5 Procedure on Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
14.6 Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
14.7 Notice of Change in Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
14.8 Reversion of Suspense Account . . . . . . . . . . . . . . . . . . . . . . . . . 95
14.9 Alternative Forms of Benefit . . . . . . . . . . . . . . . . . . . . . . . . . . 95
14.10 Restrictions on Distribution of Employer Salary Reduction
Contribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96

ARTICLE XV - EMPLOYER PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
15.1 Adoption by Employers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
15.2 Withdrawal by Employer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
15.3 Disposition of Participant's Accounts Upon Employer Withdrawal . . . . . . . . . 99
15.4 Adoption Contingent Upon Initial and Continued Qualification . . . . . . . . . . 100
15.5 No Joint Venture Implied . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

ARTICLE XVI - THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
16.1 Purpose of the Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
16.2 Appointment of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101
16.3 Exclusive Benefit of Participants . . . . . . . . . . . . . . . . . . . . . . . 101
16.4 Benefits Supported Only By the Trust Fund . . . . . . . . . . . . . . . . . . . 101

ARTICLE XVII - AMENDMENT AND CONTINUATION OF PRIOR PLAN . . . . . . . . . . . . . . . . . . . . . . . . 102
17.1 Reference to Prior Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102

ARTICLE XVIII - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
18.1 Execution of Receipts and Releases . . . . . . . . . . . . . . . . . . . . . . . 103
18.2 No Guarantee of Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
18.3 Payment of Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
18.4 Employer Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
18.5 Interpretations and Adjustments . . . . . . . . . . . . . . . . . . . . . . . . 103
18.6 Uniform Rules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
18.7 Evidence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
18.8 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
18.9 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
18.10 Waiver of Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
18.11 Controlled Group and Commonly Controlled Trade or Business . . . . . . . . . . . 104
18.12 Successors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
18.13 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
18.14 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104
</TABLE>

iv
<PAGE> 6
AMENDED AND RESTATED
PROFIT SHARING AND RETIREMENT PLAN
OF
CENTEX CORPORATION

ARTICLE I

NATURE OF PLAN
--------------

Centex Corporation (the "Company"), to aid eligible Employees
accumulate capital for their future economic security, continues, as amended
and restated hereby, the PROFIT SHARING AND RETIREMENT PLAN OF CENTEX
CORPORATION (the "Prior Plan") it previously established on the 1st day of
March, 1954, amended and restated effective March 1, 1976, and subsequently
amended on ten (10) occasions thereafter. The Prior Plan was intended to
constitute a qualified cash or deferred profit sharing plan, within the meaning
of sections 401(a) and 401(k) of the "Code" (hereinafter defined). The Prior
Plan was thereafter amended and restated in its entirety as this Plan to
incorporate the provisions of the Tax and Equity Fiscal Responsibility Act of
1982, the Tax Reform Act of 1984, and the Retirement Equity Act of 1984.
Effective April 1, 1989, the Company amended and restated the Prior Plan to
comply with the provisions of the Tax Reform Act of 1986 and subsequent
legislation. The Prior Plan as so amended and restated was renamed the AMENDED
AND RESTATED PROFIT SHARING AND RETIREMENT PLAN OF CENTEX CORPORATION (the
"Plan").

By this instrument the Company hereby amends and restates the Plan to
clarify the limits on the amount of Profit Sharing Contributions that may be
made to the Plan on behalf of Highly Compensated Employees, as defined in
section 414(q) of the Code.

_________________________
End of Article I

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
1
<PAGE> 7
ARTICLE II

DEFINITIONS AND CONSTRUCTION

2.1 Definitions. For the purpose of this Plan, the following
-----------
definitions shall apply unless the context requires otherwise:

(a) "Accounts" shall mean the separate accounts
--------
maintained to record the interests of Participants under the Plan. In addition
to the following accounts, the Administrative Committee may maintain such other
accounts or sub-accounts in the name of the Participants or otherwise, as it
deems advisable. The following terms designate the Accounts under the Plan and
are defined as provided below in this Section 2.1(a):

(i) "Employee Voluntary Contribution Account"
---------------------------------------
shall mean the individual account of a Participant consisting of the
balance, if any, credited as of March 31, 1984, to his "Participant
contribution account" within the meaning of Section 6.1 of the Prior
Plan, Employee Voluntary Contributions contributed by the Participant
pursuant to Sections 4.2 and 5.1(b), and allocated to the Participant
pursuant to Section 6.5(g), together with the income, gain, and losses
allocated thereto and less distributions made therefrom.

(ii) "Employer Profit Sharing Contribution
------------------------------------
Account" shall mean the individual account of a Participant consisting
-------
of the balance, if any, credited as of March 31, 1984, to the
Participant's "retirement account" within the meaning of Section 6.1
of the Prior Plan, Employer Profit Sharing Contributions contributed
by the Employer for the benefit of the Participant pursuant to Section
4.1(b) and allocated to the Participant pursuant to Section 6.5(e),
and Forfeitures arising pursuant to Section 7.8(a) allocated to the
Participant pursuant to Section 6.5(f), together with the income,
gain, and losses allocated thereto and less distributions made
therefrom.

(iii) "Employer Salary Reduction Contribution
--------------------------------------
Account" shall mean the individual account of a Participant consisting
-------
of the balance, if any, credited as of March 31, 1984, to his "salary
reduction account" within the meaning of Section 6.1 of the Prior Plan
and Employer Salary Reduction Contributions contributed by the
Employer for the benefit of the Participant pursuant to Section 4.1(a)
and allocated to the Participant pursuant to Section 6.5(b), together
with the income, gain, and losses allocated thereto and less
distributions therefrom.

(iv) "Rollover Account" shall mean the individual
----------------
account of a Participant consisting of the balance, if any, credited
as of March 31, 1984, to the Participant's "rollover account" within
the meaning of Section 11.3(c) of the Prior Plan and amounts
contributed or transferred to the Trustee pursuant to Section 4.8,
together with the income, gain, and losses allocated thereto, and less
distributions made therefrom.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
2
<PAGE> 8
(v) "Qualified Affiliate Account". An account
---------------------------
established pursuant to Section 3.5 consisting of amounts transferred
from the plan of a Qualified Affiliate that are attributable to
accounts in which a Participant was not fully vested under such plan.

(b) "Accrued Benefit" shall mean the amounts credited to
---------------
a Participant's Accounts as of any date.

(c) "Act" shall mean the Employee Retirement Income
---
Security Act of 1974, as amended, and any regulations or rulings issued
thereunder.

(d) "Actual Deferral Percentage" shall mean for a
--------------------------
specified group of Eligible Employees (who have satisfied the eligibility
requirements of Article III), the average (arithmetic mean) of the ratios
(calculated separately for each Eligible Employee in such group to the nearest
one one-hundredth percent (.01%)) of:

(i) The amount of all Employer Salary Reduction
Contributions actually contributed to the Trust on behalf of such
Employee and allocated to his Employer Salary Reduction Contribution
Account for such Plan Year to

(ii) The Employee's Compensation, such average of
ratios being multiplied by one hundred (100).

For purposes of this Section 2.1(d), the ratio calculated for any Eligible
Employee who is a Highly Compensated Employee for the Plan Year and who is
eligible to have Employer Salary Reduction Contributions allocated to his
accounts under two or more plans or arrangements described in section 401(k) of
the Code that are maintained by an Employer or a Related Employer shall be
determined as if all such contributions were made under a single arrangement.
Further, in the event that this Plan satisfies the requirements of sections
401(a)(4) or 410(b) (other than section 410(b)(2)(A)(ii) of the Code only if
aggregated with one or more other plans, or if one or more other plans satisfy
the requirements of sections 401(a)(4) or 410(b) (other than section
410(b)(2)(A)(ii)) of the Code only if aggregated with this Plan, then the
Actual Deferral Percentage shall be determined by calculating the ratio for
each Eligible Employee as if all such plans were a single plan.

(e) "Adjusted Net Worth of the Trust Fund" shall mean, as
------------------------------------
of any Valuation Date, the then net worth of the Trust Fund, as determined by
the Trustee in accordance with the provisions of the Trust Agreement, exclusive
of any Forfeitures and any Separate Investments, and less an amount equal to
the sum of any Employer contributions and Participant contributions that are to
be credited to Participants' Accounts for the current Plan Year.

(f) "Administrative Committee" shall mean the Plan
------------------------
Administrative Committee as from time to time constituted.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
3
<PAGE> 9
(g) "Allocation Period" shall mean each period beginning
-----------------
with the first day following a Valuation Date and ending with the Valuation
Date immediately following such first day.

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

(i) "Annual Addition" shall mean the sum of the following
---------------
additions to a Participant's Accounts for the Limitation Year:

(i) Employer contributions,

(ii) Employee contributions, and

(iii) Forfeitures, plus

(iv) Contributions during the Limitation Year
allocated to any individual medical benefit account (within the
meaning of sections 415(l) and 419A(d)(2) of the Code) that is
established for the Participant.

For purposes of this Section 2.1(i), Employee contributions shall be determined
without regard to any Rollover Contributions.

(j) "Beneficiary" shall mean any person or fiduciary
-----------
designated by a Participant who is or may become entitled to a benefit under
the Plan following the death of the Participant; provided, that in the case of
a married Participant the Participant's Beneficiary shall be the Participant's
surviving spouse unless the Participant's spouse consents in writing to the
designation of another party as Beneficiary of all or a part of the benefit to
which the Participant may become entitled under the Plan and such consent is
witnessed by a notary public or a member of the Administrative Committee. Such
spousal consent shall be made with respect to the designation of a particular
Beneficiary which may not be changed without a new spousal consent, unless the
consent expressly permits additional Beneficiary designations by the
Participant without such new spousal consent. The spousal consent shall
acknowledge the effect of the Participant's election. Such spousal consent
shall not be required if it is established to the satisfaction of the
Administrative Committee that such consent cannot be obtained because the
spouse cannot be located or because of such other circumstances as the
Secretary of the Treasury may prescribe by regulations. Any consent by a spouse
hereunder shall be effective only with respect to that spouse.

(k) "Board of Directors" shall mean the Board of
------------------
Directors of the Company unless otherwise indicated or the context otherwise
requires.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
4
<PAGE> 10
(l) "Break in Service" shall mean any Plan Year during
----------------
which an Employee or Participant does not complete more than five hundred (500)
Hours of Service with all the Employers and Subsidiaries which are not
Employers, determined as of the end of the Plan Year.

(m) "Centex Construction Products Plan" shall mean the
---------------------------------
Profit Sharing and Retirement Plan for Centex Construction Products, Inc. as
the same may be amended from time to time.

(n) "Claimant" shall mean a Participant or Beneficiary
--------
who files a claim for benefits pursuant to Section 12.10.

(o) "Code" shall mean the Internal Revenue Code of 1986,
----
as amended, and any regulations and rulings issued thereunder.

(p) "Committees" shall mean collectively the
----------
Administrative Committee and Investment Committee as from time to time
constituted.

(q) "Company" shall mean Centex Corporation, a Nevada
-------
corporation, or any successor thereto which shall adopt this Plan.

(r) "Compensation" shall mean:
------------

(i) For purposes of Section 6.11, regarding
limitations on Annual Additions and Article IX, regarding Top Heavy
Plans, all wages, salaries, and fees for professional services and
other amounts received during the Plan Year for personal services
actually rendered in the course of employment with an Employer
(including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits,
reimbursements or other expenses under a nonaccountable plan (as
defined in section 1.62(c) of the Code)). The term "Compensation"
shall also include, in the case of a Participant who is an employee
within the meaning of section 401(c) of the Code, the Participant's
earned income (as described under section 401(c)(2) of the Code); any
foreign earned income as defined under section 911(b) of the Code,
regardless of whether such income is excludable from the gross income
of the Employee under section 911 of the Code; amounts described in
sections 104(a)(3), 105(a) and 105(b) of the Code, but only to the
extent that such amounts are includable in the gross income of the
Employee; amounts paid or reimbursed by an Employer for moving
expenses incurred by the Employee, but only to the extent that such
amounts are not deductible by the Employee under section 217 of the
Code; the value of a nonqualified stock option granted to the Employee
by an Employer, but only to the extent that the value of the option is
includable in the gross income of the Employee for the taxable year
when granted; and the amount includable in the gross income of the
Employee upon making an election described in section 83(b) of the
Code.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
5
<PAGE> 11
The term "Compensation" shall exclude the following:
------------

(A) Employer contributions to a plan of deferred
compensation that before the application of the section 415
limits to that plan, the contributions are not includable in
the Employee's gross income for federal income tax purposes in
the taxable year of the Employee in which the contributions
are made;

(B) Employer contributions under a simplified
employee pension plan described in section 408(k) of the Code
to the extent that such contributions are not considered as
compensation for the taxable year in which contributed;

(C) Any distributions from a plan of deferred
compensation regardless of whether such amounts are includable
in gross income of the Employee for federal income tax
purposes in the taxable year of distribution;

(D) Amounts realized from the exercise of a
nonqualified stock option;

(E) Amounts realized when restricted stock (or
property) held by the Employee either becomes freely
transferable or is no longer subject to a substantial risk of
forfeiture;

(F) Amounts realized from the sale, exchange or
other distribution of stock acquired under an incentive stock
option; and

(G) Other amounts that receive special tax
benefits, such as premiums for group term life insurance (but
only to the extent that the premiums are not includable in the
gross income of the Employee) or contributions made by an
employer (whether or not under a salary reduction arrangement)
towards the purchase of an annuity contract described in
section 403(b) of the Code (whether or not the contributions
are excluded from the gross income of the Employee).

For purposes of this Section 2.1(r)(i), Compensation taken into
account for the Limitation Year shall be the Compensation actually
paid or made available to the Participant during such Year.

(ii) Notwithstanding the foregoing, for purposes of
Sections 2.1(d), regarding the Average Deferral Percentage, and
2.1(z), regarding the Employee Contribution Percentage, "Compensation"
shall mean compensation for services performed for an Employer which
(taking into account the provisions of chapter 1D of the Code) is
currently includable in gross income and amounts contributed by the
Employer pursuant to a salary reduction agreement and that are not
includable in

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
6
<PAGE> 12
gross income of the employee under sections 125, 402(a)(8), 402(h), or
403(b) of the Code.

For Plan Years beginning on and after the Effective Date and prior to January
1, 1994, Compensation in excess of Two Hundred Thousand Dollars ($200,000) (as
adjusted as provided under section 401(a)(17) of the Code) shall be
disregarded. For Plan Years beginning on and after January 1, 1994,
Compensation in excess of One Hundred Fifty Thousand Dollars ($150,000) (as
adjusted as provided under section 401(a)(17) of the Code) shall be
disregarded. In determining the Compensation of an Employee, the family
aggregation rules under section 414(q) of the Code shall apply, except that in
applying such rules, the term "family" shall only include the spouse of the
Employee and any lineal descendants of the Employee who have not attained age
nineteen (19) before the close of the Plan Year. If, as a result of the
application of such rates the adjusted Two Hundred Thousand Dollar ($200,000)
or One Hundred Fifty Thousand Dollar ($150,000) limitation, as applicable, is
exceeded, then such limitation shall be prorated among the affected family
member's in proportion to each such member's Compensation as determined under
this Section 2.1(r) prior to the application of the Two Hundred Thousand Dollar
($200,000) limitation or One Hundred Fifty Thousand Dollar ($150,000)
limitation, as applicable.

(s) "Considered Compensation" shall mean:
-----------------------

(i) For purposes of Sections 4.2 and 5.1(b),
regarding Employee Voluntary Contributions, "Considered Compensation"
shall mean, for a Plan Year, a Participant's Compensation as defined
in Section 2.1(r)(i), minus commissions (other than commissions paid
to salespeople), awards, prizes, employer or employee discounts,
amounts advanced or drawn by salespeople to be charged against sales
commissions earned, reimbursements or advances for travel, automobile
allowances, or any other expense incurred, and any form of insurance,
including, but not limited to, life, health, accident and disability,
provided by the Employer. For purposes of contributions or allocations
under the Plan based on Considered Compensation, Considered
Compensation attributable to periods during a Plan Year in which an
Employee was either not an Eligible Employee or was not a Participant
shall be disregarded; and

(ii) For purposes of Sections 5.1(a) and 6.5,
regarding Employer Salary Reduction Contributions and allocation of
Employer Contributions, for a Plan Year, a Participant's Compensation
as defined above in Section 2.1(r)(ii), minus contractual bonuses,
bonuses by formula, and discretionary bonuses, plus the Employer
Salary Reduction Contributions contributed to the Trust for such Plan
Year by the Employer on behalf of the Participant. For purposes of
determining Employer contributions and allocations, Considered
Compensation attributable to periods during a Plan Year in which an
Eligible Employee was not a Participant shall not be taken into
account.

For Plan Years beginning on and after the Effective Date, and prior to January
1, 1994. Considered Compensation in excess of Two Hundred Thousand Dollars
($200,000) (as

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
7
<PAGE> 13
adjusted as provided under section 401(a)(17) of the Code) shall be
disregarded. For Plan Years beginning on and after January 1, 1994, Considered
Compensation in excess of One Hundred Fifty Thousand Dollars ($150,000) (as
adjusted as provided under section 401(a)(17) of the Code) shall be
disregarded. In determining the Considered Compensation of an Employee, the
family aggregation rules under section 414(q) of the Code shall apply, except
that in applying such rules, the term "family" shall only include the spouse of
the Employee and any lineal descendants of the Employee who have not attained
age nineteen (19) before the close of the Plan Year.

(t) "Domestic Relations Order" shall mean any judgment,
------------------------
decree, or order (including one that approves a property settlement agreement)
that relates to the provision of child support, alimony payments, or marital
property rights to a spouse, former spouse, child, or other dependent of a
Participant and is rendered under a state (within the meaning of section
7701(a)(10) of the Code) domestic relations law (including a community property
law).

(u) "Early Retirement Age" shall mean the date the
--------------------
Employee has attained age fifty-five (55) and completed at least fifteen (15)
Years of Service, within the meaning of Section 7.6.

(v) "Effective Date" of this amended and restated Plan
--------------
shall be April 1, 1989, but as necessary to comply with the Tax Reform Act of
1986 and related laws, certain provisions shall be effective as of the date
such provisions are required to be effective under such laws.

(w) "Eligible Employee" shall mean each Employee who is:
-----------------

(i) Compensated by his Employer in fixed amounts
at regular intervals without regard to the number of hours worked
(that is, he is compensated on a basis other than an hourly-rated
basis), even though he may receive additional compensation in the form
of bonuses or overtime or;

(ii) A member of a group or class of Employees of
an Employer to whom the Plan has been extended by the Board of
Directors of the Employer.

In addition, for purposes of making and allocating Employer Salary Reduction
Contributions hereunder, but not for making or allocating any other type of
Employer, Employee, or Rollover contribution or allocating any Forfeitures
hereunder, the term "Eligible Employee" shall include Employees who are
commissioned sales people (that is, Employees who are compensated on a
commission basis and not paid in fixed amounts at regular intervals).

However, the term "Eligible Employee" shall not include Employees who are
included in a unit of employees covered by an agreement which the Secretary of
Labor finds to be a collective bargaining agreement between employee
representatives and the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such employee representatives
and the Employer and such agreement does not provide for

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
8
<PAGE> 14
coverage under this Plan. Further, the term "Eligible Employee" shall not
include (i) any individual who is a nonresident alien and who receives no
earned income (within the meaning of section 911(d)(2) of the Code) from an
Employer constituting income from sources within the United States (within the
meaning of section 861(a)(3) of the Code or (ii) any leased employee within the
meaning of sections 414(n) or (o) of the Code.

(x) "Eligible Retirement Plan" shall mean, for a
------------------------
Participant, an individual retirement account described in section 408(a) of
the Code, an individual retirement annuity described in section 408(b) of the
Code, an annuity plan described in section 403(a) of the Code, or a qualified
plan described in section 401(a) of the Code that accepts direct transfers. In
the case of a distribution to the Participant's surviving spouse, an Eligible
Retirement Plan shall mean an individual retirement account or individual
retirement annuity.

(y) "Employee" shall mean any person on the payroll of
--------
the Employer whose wages from the Employer are subject to withholding for
purposes of Federal income taxes and for purposes of the Federal Insurance
Contributions Act. In addition, the term "Employee" shall mean any leased
employee that sections 414(n) or (o) of the Code require the Employer to treat
as an employee.

(z) "Employee Contribution Percentage" shall mean, for a
--------------------------------
specified group of Eligible Employees (who have satisfied the eligibility
requirements of Article III), the average (arithmetic mean) of the ratios
(calculated separately for each Eligible Employee in such group to the nearest
one one-hundredth percent (.01%)) of:

(i) The amount of all Employee Voluntary
Contributions actually contributed to the Trust on behalf of such
Employee and allocated to his Accounts for such Plan Year to

(ii) The Employee's Compensation, such average of
ratios being multiplied by one hundred (100).

For purposes of this Section 2.1(z), the ratio calculated for any Eligible
Employee who is eligible to have Employee Voluntary Contributions allocated to
his account under two or more plans described in section 401(a) of the Code
that are maintained by an Employer or a Related Employer shall be determined as
if all such contributions were made under a single plan. Further, in the event
that this Plan satisfies the requirements of sections 401(a)(4) or 410(b) of
the Code (other than section 410(b)(2)(A)(ii)) only if aggregated with one or
more other plans, or if one or more other plans satisfy the requirements of
sections 401 (a)(4) and 410(b) (other than section 410(b)(2)(A)(ii)) of the
Code only if aggregated with this Plan, then the Employee Contribution
Percentage shall be determined by calculating the ratio for each Eligible
Employee as if all such plans were a single plan.

(aa) "Employee Voluntary Contribution" shall mean a
-------------------------------
contribution made by a Participant pursuant to the provisions of Sections 4.2
and 5.1(b).

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
9
<PAGE> 15
(bb) "Employer" shall mean the Company and any Subsidiary
--------
that duly adopts the Plan with the consent of the Company as provided in Article
XV hereof. The term "Employer" shall also include any joint venture in which the
Company is a partner if the Company manages such joint venture and the joint
venture duly adopts the Plan with the consent of the Company as provided in
Article XV hereof.

(cc) "Employer Profit Sharing Contribution" shall mean a
------------------------------------
contribution made by the Employer pursuant to the provisions of Section 4.l(b).

(dd) "Employer Salary Reduction Contribution" shall mean a
--------------------------------------
contribution made by the Employer pursuant to the provisions of Section 4.1(a).

(ee) "Employment Commencement Date" shall mean the date on
----------------------------
which an Employee first performs an Hour of Service for the Employer.

(ff) "Fiscal Year" shall mean the Employer's taxable year
-----------
for Federal income tax purposes.

(gg) "Forfeiture" shall mean the portion of a Participant's
----------
Employer Profit Sharing Contribution Account and appropriate Qualified
Affiliate Accounts that are not part of the Participant's Vested Accrued
Benefit and that the Participant permanently ceases to be entitled to when the
Participant either (i) incurs five (5) consecutive Breaks in Service as the
result of his termination of Service or (ii) receives a distribution of his
entire Vested Accrued Benefit, as provided in Section 7.8(a). A Forfeiture
shall be deemed to occur as of the last day of the Plan Year in which event or
state of affairs giving rise to the Forfeiture occurs or arises.

(hh) "Highly Compensated Employee" shall mean an Employee
---------------------------
of an Employer to the extent permitted by section 414(q) of the Code, an
Employee of a Related Employer, or a former Employee who separated from Service
prior to the Plan Year and who was a Highly Compensated Employee for either (1)
the Employee's year of separation from Service, or (2) any Plan Year ending on
or after the former Employee's fifty-fifth (55th) birthday, who, during the Plan
Year, or during the preceding Plan Year:

(i) Was at any time a five percent (5%) owner (as
defined in section 416(i)(1) of the Code);

(ii) Received compensation in excess of
Seventy-Five Thousand Dollars ($75,000), (as indexed pursuant to
section 414(q)(1) of the Code);

(iii) Received compensation in excess of Fifty
Thousand Dollars ($50,000) and was in the group of Employees of the
Employer and all Related Employers consisting of the top twenty (20)
percent of Employees when ranked on the basis of Compensation paid
during such Plan Year; or

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
10
<PAGE> 16
(iv) Was at any time an officer and received
compensation greater than One Hundred Fifty Percent (150%) of the
amount in effect under section 415(c)(1)(A) of the Code for such Plan
Year.

An Employee described in subparagraphs (ii), (iii) or (iv) of the preceding
sentence for the preceding year shall not be treated as a Highly Compensated
Employee for the current Plan Year unless such Employee is a member of the
group consisting of the one hundred (100) Employees of the Employer and all
Related Employers paid the greatest compensation during the Plan Year.

For purposes of determining the number of Employees in the group consisting of
the top twenty percent (20%) of Employees, the Employees described in sections
414(q)(8) and (11) of the Code shall be excluded:

(i) Those who have not completed six (6) months
of Service;

(ii) Those who normally work less than seventeen
and one-half (17 1/2) hours per week;

(iii) Those who normally work during not more than
six (6) months during any year;

(iv) Those who have not attained age twenty-one
(21);

(v) Those subject to a collective bargaining
agreement; and

(vi) Nonresident aliens who receive no earned
income from sources within the United States.

A determination of whether an Employee is an officer shall be made based on the
responsibilities of the Employee with the Employer or a Related Employer, and
of those Employees determined to be officers, no more than fifty (50) Employees
(or, if less, the greater of three (3) Employees or ten percent (10%) of the
Employees) shall be treated as officers, for purposes of this Section 2.1(hh).
Further, if no officer receives the level of compensation described in Section
2.1(hh)(iv), then the highest paid officer of the group of employers consisting
of the Employer and all Related Employers shall be treated as a Highly
Compensated Employee described in Section 2.1(hh)(iv).

If any individual is a member of the family of a five percent (5%) owner or of
a Highly Compensated Employee in the group consisting of the ten (10) Highly
Compensated Employees paid the greatest compensation during the particular Plan
Year, then:

(i) Such individual shall not be considered a
separate employee; and

(ii) Any compensation paid to such individual (and
any Employer Salary Reduction Contribution, Employer Profit Sharing
Contribution or Employee

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
11
<PAGE> 17
Voluntary Contribution made on behalf of such individual) shall be
treated as if it were paid to (or on behalf of) the five percent (5%)
owner or Highly Compensated Employee.

For purposes of the immediately preceding sentence, the term "family" means,
with respect to any Employee, such Employee's spouse and lineal ascendants or
descendants and the spouses of such lineal ascendants or descendants.

The term "compensation" for purposes of this Section 2.1(hh) means
"compensation" as defined in Section 2.1(r) determined without regard to
sections 125, 402(a)(8) and 402(h)(1)(B) of the Code, and in the case of
Employer Contributions made pursuant to a salary reduction agreement, without
regard to section 403(b) of the Code.

(ii) "Hour of Service" shall mean each hour for which an
---------------
Employee or Participant is either directly or indirectly paid or entitled to
payment by the Employer or a Related Employer for the performance of duties or
for reasons (such as vacation, holiday, sickness, incapacity, layoff, jury
duty, military duty, or Leave of Absence) other than for the performance of
duties (irrespective of whether the employment relationship has terminated),
and each hour for which back pay, irrespective of mitigation of damages. has
been awarded to the Employee or Participant or agreed to by the Employer. In
the case of Employees or Participants whose compensation is determined on an
hourly basis, such Employees shall be credited with Hours of Service on the
basis of Hours of Service they actually become entitled to under this Section
2.1(ii). All other Employees or Participants shall be credited with Hours of
Service as follows. An Employee or Participant who is paid on a daily basis
shall be credited with ten (10) Hours of Service for each day he performs an
Hour of Service for the Employer or a Related Employer. An Employee or
Participant who is paid on a weekly basis shall be credited with forty-five
(45) Hours of Service for each week he performs an Hour of Service for the
Employer or a Related Employer. An Employee or Participant who is paid on a
semi-monthly basis shall be credited with ninety-five (95) Hours of Service
for each semi-monthly period in which he performs an Hour of Service for the
Employer or a Related Employer. An Employee or Participant who is paid on a
monthly basis shall be credited with one hundred and ninety (190) Hours of
Service for each month he performs an Hour of Service for the Employer or a
Related Employer. The number of Hours of Service to be credited to an Employee
or Participant because of his being entitled to payment for reasons other than
for the performance of duties shall be determined in accordance with section
2530.200b-2(b) of the Department of Labor Regulations. Notwithstanding the
preceding sentence, not more than five hundred and one (501) Hours of Service
shall be credited to any Employee or Participant during any computation period
for any single, continuous period during which the Employee or Participant
performs no duties. In addition, an hour of service performed for a Related
Employer that if performed for the Employer would be an Hour of Service and any
hour with respect to a Related Employer or for Centex Construction Products,
Inc. that would be an Hour of Service if it were creditable pursuant to this
Section 2.1(ii) with respect to the Employer shall be considered an Hour of
Service performed for the Employer.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
12
<PAGE> 18
The Administrative Committee shall credit Hours of Service with respect to any
Employee or Participant in the following manner:

(i) Hours of Service for which an Employee or
Participant is either directly or indirectly paid or entitled to
payment by the Employer for the performance of duties shall be
credited for the Plan Year in which the Employee performs the duties.

(ii) Hours of Service for which an Employee or
Participant is either directly or indirectly paid or entitled to
payment by the Employer for reasons (such as vacation, holiday,
sickness, incapacity, layoff, jury duty, military duty, or leave of
absence) other than for the performance of duties shall be credited as
follows:

(A) If payment for such Hours of Service
is calculated on the basis of units of time (such as hours,
days, weeks, or months), such Hours of Service shall be
credited to the Plan Year(s) in which the period during which
no duties are performed occurs, beginning with the first unit
of time to which the payment relates.

(B) If payment for such Hours of Service
is not calculated on the basis of units of time, such Hours of
Service shall be credited to the Plan Year in which the period
during which no duties are performed occurs, or, if the period
during which no duties are performed extends beyond one Plan
Year, such Hours of Service shall be allocated between not
more than the first two (2) Plan Years on any reasonable basis
which is consistently applied.

(iii) Hours of Service for which back pay has been
awarded to an Employee or Participant or agreed to by the Employer
shall be credited for the Plan Year(s) in which the award or the
agreement pertains rather than for the Plan Year in which the award,
agreement, or payment is made.

The Administrative Committee shall credit Hours of Service under only one (1)
of the immediately preceding paragraphs. Furthermore, if the Administrative
Committee is to credit Hours of Service to an Employee for the twelve (12)
month period commencing with the Employee's Employment Commencement Date, then
that twelve (12) month period shall be substituted for the term "Plan Year"
wherever the latter term appears in this Section 2.1(ii).

Solely for purposes of determining whether an Employee or Participant has
incurred a Break in Service under Section 3.2 and 7.6, an Employee or
Participant shall be credited with eight (8) hours for each day (to a maximum
of forty (40) hours per week) that the Employee or Participant is on any unpaid
Leave of Absence. In no event shall hours credited under the preceding sentence
be counted as Hours of Service for purposes of computing a Participant's Vested
Accrued Benefit derived from Employer contributions or for purposes of
determining whether a Participant is eligible to share in the allocation of
Employer contributions and Forfeitures under Article VI. In addition, an
Employee or Participant who incurs a Parental

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
13
<PAGE> 19
Absence commencing on or after the first day of the first Plan Year beginning
after March 31, 1984, shall be treated as an Employee or Participant on an
unpaid Leave of Absence for purposes of the first sentence of this paragraph;
provided, however, that Hours of Service credited to an Employee or Participant
as a result of a Parental Absence shall be credited only in the year in which
such Parental Absence commences unless such Employee or Participant would not
have incurred a Break in Service during such year without being credited with
Hours of Service for such Parental Absence, in which case such Hours of Service
shall be credited for the year immediately following the year in which the
Parental Absence commences. For purposes of the immediately preceding sentence,
the term "year" shall mean the periods of computation used hereunder to
determine an Employee's or Participant's Years of Service for purposes of
eligibility and vesting. The Hours of Service to be credited in connection with
such Parental Absence shall be the Hours of Service that otherwise would
normally have been credited to the Employee or Participant but for such absence
or, in any case in which the Administrative Committee is unable to determine
the number of Hours of Service that would otherwise normally have been credited
to such Employee or Participant, eight (8) Hours of Service per day of absence,
provided that the total number of hours so treated as Hours of Service for any
period of Parental Absence shall not exceed five hundred and one (501) Hours of
Service.

The Administrative Committee shall resolve any ambiguity with respect to the
crediting of an Hour of Service in favor of the Employee.

(jj) "Investment Committee" shall mean the Plan Investment
--------------------
Committee as from time to time constituted.

(kk) "Investment Manager" shall mean any person who is
------------------
registered as an investment advisor under the Investment Advisors Act of 1940,
a bank, or an insurance company who has the power to manage, acquire or dispose
of any asset of the Plan and has acknowledged in writing that he is a fiduciary
with respect to the Plan.

(ll) "Leave of Absence" shall mean:
----------------

(i) A leave of absence required by law or granted
by an Employer on account of service in military or governmental
branches described in any applicable statute granting reemployment
rights to employees who entered such branches, or any other military
or governmental branch designated by the employer; or

(ii) Any other absence from active employment with
an Employer including, but not limited to, vacations, illness,
temporary layoff, temporary disability, or other absence for good
cause which is not treated by the employer as a termination of
employment.

If an Employee or Participant does not return to work with an Employer (or a
Subsidiary) which is not an Employer on or before termination of a Leave of
Absence, he will be

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
14
<PAGE> 20
considered to have terminated Service on the date his Leave of Absence expires,
unless he actually terminated Service before the expiration of his Leave of
Absence.

(mm) "Limitation Year" shall mean the Plan Year or any
---------------
other twelve (12) consecutive month period adopted pursuant to a written
resolution adopted by the Board of Directors.

(nn) "Net Profits" shall mean the Employer's net income or
-----------
profits for any taxable year determined by the Employer upon the basis of its
books of account in accordance with generally accepted accounting practices
consistently applied without any deduction for Federal and state taxes upon
income or for contributions made by the Employer under this Plan.

(oo) "Normal Retirement Age" shall mean age sixty-five
---------------------
(65).

(pp) "Normal Retirement Date" shall mean the Valuation
----------------------
Date coinciding with or next following the date the Participant attains Normal
Retirement Age.

(qq) "Parental Absence" shall mean any period of absence
----------------
from the active Service of the Employer which commences on or after the first
day of the first Plan Year beginning after December 31, 1984:

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

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

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

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

(rr) "Participant" shall mean an Employee or former
-----------
Employee who has an account balance under the Plan. However, for purposes of
making or allocating any Employee contributions, Employer contributions, or
Forfeitures hereunder, other than Employer Salary Reduction Contributions, the
term "Participant" shall not include any Employee who is a commissioned
salesperson.

(ss) "Plan" shall mean the Amended and Restated Centex
----
Corporation Profit Sharing and Retirement Plan, as embodied herein and as the
same may be amended from time to time.

(tt) "Plan Entry Date" shall mean April 1st and October
---------------
1st of each Plan Year.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
15
<PAGE> 21
(uu) "Plan Year" shall mean the twelve (12) consecutive
---------
month period beginning on April 1st and ending on the immediately following
March 31st.

(vv) "Prior Plan" shall mean the Profit Sharing and
----------
Retirement Plan of Centex Corporation originally established effective March 1,
1954, and amended and restated effective March 1, 1973, and again amended and
restated, effective March 1, 1976, as subsequently amended on ten (10)
occasions thereafter.

(ww) "Qualified Affiliate" shall mean a Subsidiary of the
-------------------
Company, other than an Employer, that maintains a plan (and a related trust
agreement) that is intended to constitute a "qualified" plan under Section
401(a) of the Code and be exempt from taxation under Section 501 of the Code,
provided that for purposes of Section 8.14, regarding transfers to Qualified
Affiliates, such plan includes the following:

(i) Such plan provides that a transferred
Participant will be eligible to participate in such plan effective as
of the date of his transfer and shall vest with respect to his
Employer Profit Sharing Contribution Account based on his employment
with such Qualified Affiliate.

(ii) Such plan provides for the receipt of such
transferred Participant's Account balances under this Plan and
provides for the establishment of separate accounts to reflect such
transferred amounts.

(iii) Such plan provides that such transferred
Participant shall at all times have a fully vested and nonforfeitable
right to receive his Employee Voluntary Contribution Account and
Employer Salary Reduction Contribution Account balances, as adjusted
under the terms of such plan, and an amount which is not less than the
vested portion of his Employer Profit Sharing Contribution Account
balance which he would have been entitled to receive under this Plan
if at the time of his transfer of employment he had resigned from the
employ of all Employers, as adjusted under the terms of such plan.

(xx) "Qualified Domestic Relations Order" shall mean a
----------------------------------
Domestic Relations Order entered on or after January 1, 1985, that:

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

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

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

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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<PAGE> 22
(iv) Does not require the payment of benefits to
an Alternate Payee that are required to be paid to another Alternate
Payee under another order previously determined to be a Qualified
Domestic Relations Order, and that clearly specifies:

(A) The name and last known mailing
address (if any) of the Participant and the name and mailing
address of each Alternate Payee covered by the order;

(B) The amount or percentage of the
Participant's benefits to be paid by the Plan to each such
Alternate Payee, or the manner in which such amount or
percentage is to be determined;

(D) Specifically specifies that it is
applicable with respect to this Plan.

In the case of any payment before a Participant has separated from Service, a
Domestic Relations Order will not be treated as failing to be a Qualified
Domestic Relations Order solely because such order requires the payment of
benefits be made to an Alternate Payee:

(i) On or after the date on which the Participant
attains age fifty (50) or the earliest date on which the Participant
could begin receiving benefits under the Plan if the Participant
separated from service;

(ii) As if the Participant had retired on the date
on which payment is to commence under such order (taking into account
only the present value of benefits actually accrued as of such date);
and

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

In addition, the Administrative Committee shall treat any Domestic Relations
Order entered prior to January 1, 1985, as a Qualified Domestic Relations Order
if the Administrative Committee is paying benefits pursuant to such order on
such date, and the Administrative Committee may treat any other Domestic
Relations Order entered prior to January 1, 1985, as a Qualified Domestic Order
even if such order does not satisfy the requirements of this Section.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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<PAGE> 23
(yy) "Re-Employed Employee" shall mean with respect to:
--------------------

(i) Participation: an Employee who previously
-------------
separated from Service with the Employer or a Related Employer:

(A) With any vested interest in Employer
contributions under this Plan or employer contributions under
any Related Plan; or

(B) Without a vested interest in Employer
contributions under this Plan or employer contributions under
any Related Plan but:

(1) In the case of a Participant
who incurred a Break in Service prior to April 1,
1985, who, prior to March 31, 1985, resumed
Service before his number of consecutive Breaks
in Service equaled or exceeded his number of Years
of Service (as defined in Section 3.2); or

(2) In the case of a Participant
who incurs a Break in Service either before or
after April 1, 1985, whose number of consecutive
Breaks in Service does not, as of March 31, 1985,
equal or exceed his number of Years of Service
(as defined in Section 3.2), and who resumes
Service before his number of consecutive Breaks
in Service equals or exceeds the greater of five
-------
(5) or his number of Years of Service (as defined
in Section 3.2).

(ii) Vesting: an Employee who has previously
-------
separated from Service with the Employer or a Related Employer:

(A) With any vested interest in Employer
contributions under this Plan or employer contributions under a
Related Plan; or

(B) Without a vested interest in Employer
contributions under this Plan or employer contributions under a
Related Plan, but:

(1) In the case of a Participant
who incurs a Break in Service prior to April 1, 1985,
who prior to March 31, 1985, resumes Service before
his number of consecutive Breaks in Service equals or
exceeds his number of Years of Service as defined in
Section 7.6; or

(2) In the case of a Participant
who incurs a Break in Service either before or after
April 1, 1985, whose number of consecutive Breaks in
Service does not, as of March 31, 1985, equal or
exceed his number of Years of Service (as defined in
Section 7.6), and who resumes Service before his
number of consecutive Breaks in Service equals or
exceeds the greater of five (5) or his number of Years
-------
of Service as defined in Section 7.6.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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<PAGE> 24
(zz) "Related Employer" shall mean any business entity
----------------
that is, along with the Company:

(i) A member of a controlled group of
corporations (as defined by section 414(b) of the Code, with such
section being modified, for purposes of Section 6.11, regarding
limitations on Annual Additions, in accordance with section 415(h) of
the Code);

(ii) A member of a group of trades or businesses
(whether or not incorporated) that are under common control (as
defined by section 414(c) of the Code, with such section being
modified, for purposes of Section 6.11, regarding limitations on
Annual Additions, in accordance with section 415(h) of the Code); or

(iii) A member of an affiliated service group (as
defined by section 414(m) of the Code); or

(iv) Any other entity required to be aggregated
with the Company under Section 414(o) of the Code.

(aaa) "Related Plan" shall refer to any other defined
------------
contribution plan (as defined in section 415(k) of the Code) maintained by the
Company or any Related Employer.

(bbb) "Required Commencement Date" shall mean April 1 of
--------------------------
the calendar year following the year in which the Participant attains age
seventy and one half (70 1/2). However, for a Participant who is not a five
percent (5%) owner of the Employer, who attained age seventy and one-half (70
1/2) during 1988 and had not retired by January 1, 1989, the Required
Commencement Date shall be April 1, 1990. This rule shall have no effect upon
any life expectancy calculation for the Participant. In addition, for a
Participant who attained age seventy and one-half (70 1/2) before January 1,
------
1988 and is not a five percent (5%) owner of the Employer, the Required
Commencement Date shall be April 1, of the calendar year following the later of
-----
the calendar year in which the Participant attains age seventy and one-half (70
1/2) or retires. Lastly, the Required Commencement Date for a Participant who
filed a written election pursuant to section 242(b)(2) of the Tax Equity and
Fiscal Responsibility Act of 1982 before December 31, 1983, shall be the date
specified in such election if the election satisfies all of the applicable
requirements specified by the Internal Revenue Service, as determined by the
Administrative Committee.

(ccc) "Rollover Contribution" Prior to January 1, 1993,
---------------------
shall mean contribution to the Plan of the entire amount (in excess of Employee
contributions) of a qualified total distribution (within the meaning of section
402(a)(5)(E)(i) of the Code) from an Employee's trust described in section
401(a) of the Code that is exempt from tax under section 501(a) thereof or an
annuity plan described in section 403(a) of the Code and any earnings thereon
(without regard to whether contribution is paid directly by the Employee or
from an individual retirement account or individual retirement annuity,
provided that such

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
19
<PAGE> 25
payment is made in a manner that would constitute a rollover contribution
within the meaning of section 402(a)(5), 403(a)(4), or 408(d)(3)(A)(ii) of the
Code.

"Rollover Contribution" on and after January 1, 1993, shall mean a contribution
to the Plan or direct transfer (which satisfies the requirements of section
401(a)(31) of the Code)

(i) All or a portion of the balance to the credit
of the Employee from a trust described in section 401(a) of the Code
that is exempt from tax under section 501(a) of the Code; or

(ii) A distribution from an individual retirement
account or individual retirement annuity that satisfies the
requirements of section 408(d)(3) of the Code.

Notwithstanding the foregoing provisions of this Section 2.1(ccc), no
contribution to this Plan of an amount described in the immediately preceding
paragraph shall be permitted if such amount is attributable, directly or
indirectly, to a transfer or distribution from a defined benefit plan (within
the meaning of section 414(j) of the Code) or a defined contribution plan
(within the meaning of section 414(i) of the Code) which either is subject to
the minimum funding standards of section 412 of the Code or provides for the
distribution of benefits in the form of an annuity.

(ddd) "Separate Fixed Income Account" shall mean an account
-----------------------------
established for the benefit of a Participant for whom benefits are to be paid
in installments pursuant to Section 8.2(b), to which the balances in the
Participant's Accounts are transferred pursuant to Section 8.2(b), and that
shall provide simple interest at a rate equivalent to the yield on U.S.
Treasury Bills with a one (1) year maturity determined as of the first business
day of each Plan Year.

(eee) "Separate Investments" shall mean amounts invested
--------------------
pursuant to Sections 8.2(b), and 12.14 at the direction and for the benefit, of
a Participant and amounts attributable to the purchase of insurance contracts
pursuant to Section 8.14.

(fff) "Service" shall mean any period of time the Employee
-------
is in the employ of the Employer, including any period the Employee is on Leave
of Absence authorized by the Employer under a uniform, non-discriminatory
policy applicable to all Employees.

(ggg) "Subsidiary" shall mean any corporation fifty-one
----------
percent (51%) or more of the voting stock of which, and any partnership or
joint venture fifty-one percent (51%) of the capital profit interest of which,
is owned, directly or indirectly, by the Company.

(hhh) "Suspense Account" shall mean an account established
----------------
pursuant to Section 6.5(c) to hold excess Annual Additions to the Plan.

(iii) "Total and Permanent Disability" or "Totally and
-----------------------------------------------
Permanently Disabled" shall mean that on account of physical or mental
- --------------------
disability, the Participant no longer is

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
20
<PAGE> 26
capable of performing the duties assigned to him by his Employer, and in the
opinion of a physician selected by the Employer, such disability will totally
and permanently prevent him from performing the usual duties of his employment.

(jjj) "Trust" shall mean the trust established to hold,
-----
administer, and invest the contributions made under the Plan.

(kkk) "Trust Agreement" shall mean the agreement between
---------------
the Employer and the Trustee or any successor Trustee establishing Centex
Corporation Profit Sharing Trust and specifying the duties of the Trustee.

(lll) "Trustee" shall mean the persons or entities from
-------
time to time appointed as Trustee under the Trust Agreement.

(mmm) "Trust Fund" shall mean all property of every kind
----------
held or acquired by the Trustee under the Trust Agreement.

(nnn) "Valuation Date" shall mean June 30, September 30,
--------------
December 31, and March 31 of each Plan Year.

(ooo) "Vested Accrued Benefit" shall mean the entire amount
----------------------
credited to a Participant's Employee Voluntary Contribution Account, Employer
Salary Reduction Contribution Account, and Rollover Account and the percentage
of a Participant's Employer Profit Sharing Contribution Account and appropriate
Qualified Affiliate Accounts in which he becomes fully vested in and entitled
to upon the termination of his Service, as determined under Section 7.5.

2.2 Service for Predecessor or Related Employer. If and to the
-------------------------------------------
extent the Company so provides, and to the extent required by the Code, an
Employee's Service with a "predecessor employer" (as defined below) shall be
deemed Service with the Employers. A "Predecessor employer" shall mean any
business entity, the stock, assets or business of which is acquired by an
Employer or a Subsidiary which is not an Employer, whether by merger,
consolidation, purchase of assets or otherwise, and any predecessor thereto
designated by the Company.

2.3 Service for Former 401(k) Participants. An Employee who
--------------------------------------
participated in a plan maintained by his immediately preceding employer which
is qualified under sections 401(a) and 401(k) of the Code, shall be given
credit for his service with such employer for purposes of electing to make
Employer Salary Reduction Contributions under Section 5.1(a) and Employee
Voluntary Contributions under Section 5.1(b), and for purposes of allocating
such contributions pursuant to Section 6.5. The maximum amount of past service
credit granted to such an Employee pursuant to this Section 2.3 shall be one
(1) year.

2.4 Word Usage. Words used in the masculine shall apply to the
----------
feminine where applicable, and wherever the context of the Plan dictates, the
plural shall be read as the singular and the singular as the plural. The words
"herein," "hereof," "hereinafter" and other

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
21
<PAGE> 27
conjunctive uses of the word "here" shall be construed as a reference to
another portion of this Plan document. The terms "Section" or "Article" when
used as a cross-reference shall refer to other Sections or Articles contained
in the Plan and not to another instrument, document or publication unless
specifically stated otherwise.

2.5 Calculation of Time. In determining time within which an event
-------------------
or action is to take place for purposes of the Plan, no fraction of a day shall
be considered, and any act, the performance of which would fall on a Saturday,
Sunday, holiday or other non-business day, may be performed on the next
following business day.

2.6 Construction. It is the intention of the Employer that the
------------
Plan be qualified under the applicable provisions of the Code and the Act and
all provisions hereof shall be construed to that result.

____________________
End of Article II

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
22
<PAGE> 28

ARTICLE III

ELIGIBILITY AND PARTICIPATION
-----------------------------

3.1 Eligibility.
-----------

(a) Eligibility Prior to April 1, 1994. Each Employee who
----------------------------------
was a Participant in the Prior Plan as of March 31, 1994, shall continue as a
Participant in this Plan if he is employed by the Employer on April 1, 1989.
Except as provided below, each other Employee who is an Eligible Employee shall
become a Participant in the Plan on the Plan Entry Date (if he is employed on
that date) coincident with or immediately following the day upon which he
completes one (1) Year of Service as defined in Section 3.2. However, for
purposes of electing Employer Salary Reduction Contributions under Section
5.1(a) and allocating such contributions under Section 6.5(b), each Eligible
Employee who became an Employee on or before September 30, 1991, shall become a
Participant in the Plan on the first day of any calendar quarter (January 1,
April 1, July 1, or October 1) (if he is employed on that date) coincident with
or immediately following the date upon which he completes ninety (90) days of
Service, as defined in Section 3.2. An Employee who is eligible to become a
Participant during a Leave of Absence shall become a Participant on the Plan
Entry Date after his return to active Service.

(b) Eligibility on and After April 1. 1994. Each Employee
--------------------------------------
who was a Participant in the Plan as of March 31, 1984, shall continue as a
Participant in this Plan if he is employed by the Employer on April 1, 1994.
Each other Employee who is an Eligible Employee shall become a Participant in
the Plan for purposes of electing to make Employer Salary Reduction
Contributions under Section 5.1(a) and Employee Voluntary Contributions under
Section 5.1(b), and for purposes of allocating such contributions under Section
6.5, on the Plan Entry Date (if he is employed on that date) coinciding with or
next following the day he performs his first Hour of Service as an Eligible
Employee. Each other Employee who is an Eligible Employee shall become a
Participant in the Plan for purposes of receiving an Employer Profit Sharing
Contribution pursuant to Section 4.1(b) and for purposes of allocating such
contribution pursuant to Section 6.5, on the Plan Entry Date coinciding with or
next following the day he completes one (1) Year of Service as defined in
Section 3.2.

(c) Limitation on Participation. Notwithstanding any
---------------------------
provision contained herein to the contrary, an Employee who becomes an Eligible
Employee after completing one (1) Year of Service, ninety (90) days of Service,
or one (1) Hour of Service as appropriate, shall commence participation in the
Plan on the later of:

(i) The day he performs his first Hour of Service
as an Eligible Employee; or

(ii) The date his participation would have
commenced had he been an Eligible Employee for the period commencing
with his Employment

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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<PAGE> 29
Commencement Date and ending on the date he performs his first Hour of
Service as an Eligible Employee.

3.2 Years of Service - Participation. For purposes of determining
--------------------------------
an Employee's initial eligibility to participate in the Plan and his continued
eligibility to participate, an Employee shall, with respect to periods of time
prior to the Effective Date, be given credit for a Year of Service for each
"year of service" with which he is creditable pursuant to either Section 2.3(a)
of the Prior Plan or Section 3.2 of the Centex Construction Products Plan. For
periods of time on or after the Effective Date an Employee shall be given
credit for a Year of Service if he:

(a) Completes not less than one thousand (1,000) Hours of
Service within the twelve (12) consecutive month period beginning with his
Employment Commencement Date; and

(b) Remains employed during that entire twelve (12) month
period.

In addition, an Employee shall be given credit for a Year of Service for each
Plan Year, commencing with the Plan Year that includes the first anniversary
date of his Employment Commencement Date, during which he completes not less
than one thousand (1,000) Hours of Service.

In the case of an Employee who separates from Service and who resumes
employment, but not as a Re-Employed Employee, Years of Service, as defined
herein, prior to his resumption of employment shall be disregarded. For
purposes of this Section 3.2, in the case of an Employee who separates from
Service and who resumes employment, but not as a Re-Employed Employee,
Employment Commencement Date shall mean the date on which the Employee first
performs an Hour of Service for the Employer following the close of the last
Plan Year in which the Employee incurred a Break in Service. In addition,
"years of service" within the meaning of Section 2.3(a) of the Prior Plan or
Section 3.2 of the Centex Construction Products Plan prior to April 1, 1984,
that were disregarded under the terms of such plans shall continue to be
disregarded for purposes of this Plan. Finally, for purposes of determining
whether an Eligible Employee has completed ninety (90) days of Service, an
Employee shall be given credit for a day of Service for each day during which
he completes at least one (1) Hour of Service.

3.3 Participation - Re-Employed Employees. A Re-Employed Employee
-------------------------------------
shall re-enter the Plan as a Participant on the later of:
-----

(a) The day he performs his first Hour of Service as a
result of his re-employment; or

(b) The date his participation would have commenced had
there been no separation from service unless he separates from service
subsequent to his re-employment, but before such date.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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<PAGE> 30
Any other Employee whose employment terminates and who is subsequently
re-employed shall commence participation in accordance with the provisions of
Sections 3.1 and 3.2.

3.4 Notice of Participation. The Administrative Committee shall
-----------------------
give each Eligible Employee reasonable notice of his pending commencement of
participation in the Plan and the date such Eligible Employee becomes eligible
to participate in the Plan. Such notice shall include a summary description of
the Plan as well as forms on which the Eligible Employee may make the election
provided in Sections 4.2 and 5.1, regarding elections to defer Considered
Compensation and make Voluntary Employee Contributions. By his participation, a
Participant shall be deemed to have agreed to abide by the provisions of the
Plan. Each Eligible Employee shall execute within sixty (60) days after the
date as of which he becomes an Eligible Employee a written statement on a form
or forms furnished by the Administrative Committee, evidencing the following:

(a) His election to make contributions, if any, under
Sections 4.2 and 5.1 and the amount thereof;

(b) His election as to the form of payment of his
benefits under the plan;

(c) Subject to Section 2.1(j) and 8.10, his Beneficiary
designated to receive any benefits payable for his benefit under the plan; and

(d) Any other information the Administrative Committee
considers necessary or desirable in order to administer the plan.

3.5 Transfers to Employers. In the event an Employee who is a
----------------------
participant in a qualified plan maintained by a Qualified Affiliate is
transferred from employment with such Qualified Affiliate to employment with an
Employer, his account balances under such plan, after all adjustments
thereunder have been made, may be transferred to the Trustee hereunder, upon
the direction of the Administrative Committee. In the event an Employee is
transferred, the following provisions shall apply with respect to such
transferred Employee:

(a) Such Employee shall be eligible to participate in the
Plan effective as of the date of his transfer to employment with the Employer.

(b) Such Participant's salary reduction contributions and
non-elective contributions (within the meaning of Treas. Reg.
1.401(k)-1(g)(10)) attributable to such plan shall be credited to the
Participant's Employer Salary Reduction Contribution Account under this Plan.
Employer contributions attributable to accounts in which a Participant is not
fully vested under such plan shall be transferred to a special "Qualified
Affiliate Account." Such Qualified Affiliate Account shall be adjusted in
accordance with the Plan as any other account maintained for such Participant.
Except as provided in this Section 3.5, a Participant's Qualified Affiliate
Account shall be treated in the same manner as his Employer Profit Sharing
Contribution Account for all purposes under the Plan. Balances of other
accounts of such Employer under the plan of a Qualified Affiliate shall be
transferred to the corresponding Account established under this Plan.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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<PAGE> 31
(c) In no event shall such transferred Participant be
entitled to receive less than an amount equal to the sum of the vested portion
of the amounts transferred to his Accounts pursuant to Section 3.5(b) hereof
which he would have been entitled to receive under the plan of such Qualified
Affiliate if he had resigned from the service of such Qualified Affiliate as of
the date of his transfer, as adjusted under the Plan. In addition, if the
transferred Participant's Vested Accrued Benefit attributable to his Qualified
Affiliate Account would at any time after the transfer be greater through the
application of Section 7.5 of this Plan than it would be through the
application of similar provisions of the plan of the Qualified Affiliate, the
Participant's Vested Accrued Benefit attributable to his Qualified Affiliate
Account shall be determined pursuant to the provisions of Section 7.5 of this
Plan. Likewise, if the transferred Participant's Vested Accrued Benefit
attributable to his Qualified Affiliate Account would at any time after the
transfer be greater through the application of the provisions of the plan of
the Qualified Affiliate that are similar to the provisions of Section 7.5 of
this Plan, the Participant's Vested Accrued Benefit attributable to his
Qualified Affiliate Account shall be determined pursuant to the provisions of
the plan of the Qualified Affiliate.

(d) Such transferred Participant shall be credited with
Years of Service under Section 7.6 with the Employer as if such Years of
Service constituted Years of Service with such Qualified Affiliate in
determining the vested portion of his Qualified Affiliate Employer Profit
Sharing Account balance which he is entitled to receive as of any date of
termination of Service under this Plan.

____________________
End of Article III

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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<PAGE> 32
ARTICLE IV

EMPLOYER AND EMPLOYEE CONTRIBUTION
----------------------------------

4.1 Employer Contributions. For each Limitation Year ending with
----------------------
or within its Fiscal Year each Employer shall make contributions from its
current or accumulated Net Profits as follows:

(a) Employer Salary Reduction Contributions. The Employer
---------------------------------------
shall make an Employer Salary Reduction Contribution in an amount equal to the
amount by which each Participant has agreed, in accordance with the provisions
of Section 5.1, to reduce his Considered Compensation. Notwithstanding any of
the foregoing, no Participant may agree to reduce his Considered Compensation
by more than fifteen percent (15%).

(b) Employer Profit Sharing Contributions. The Employer
-------------------------------------
shall make an Employer Profit Sharing Contribution in such amount, if any, as
the Board of Directors may, in its sole and absolute discretion, deem
appropriate or advisable. Such amount, if any, shall be determined by
resolution, which shall specify the amount of the Employer's contribution or a
definite basis or formula by which the amount of the contribution can be
determined within a reasonable period of time after the end of the Plan Year.

Notwithstanding the foregoing provisions of this Section 4.1(b),
effective April 1, 1994, in the event that the nondiscrimination requirements
of section 401(a)(4) of the Code or the limitations on contributions under
section 415 of the Code limit the amount of the Employer Profit Sharing
Contribution which may be made to the Plan for the Plan Year on behalf of
Highly Compensated Employees, then the amount of the Employer Profit Sharing
Contribution for such Plan Year for such Highly Compensated Employees shall
equal the amount of the Employer Profit Sharing Contribution as so limited by
the provisions of section 401(a)(4) or section 415 of the Code.

4.2 Employee Voluntary Contributions. No contributions are
--------------------------------
required of Participants to participate in the Plan. Each Participant may
elect, however, to make Employee Voluntary Contributions under the Plan for any
Plan Year, beginning with the Plan Year in which he becomes a Participant. Such
contributions shall be made in the amount and manner provided in Sections
5.1(b) and 5.1(c). None of the Participant contributions permitted to be made
under this Plan will be deemed qualified voluntary employee contributions (as
defined in section 291(e)(2) of the Code) and no such contributions will be
deemed deductible for federal income tax purposes. Notwithstanding any of the
foregoing, no Participant may agree to contribute more than ten percent (10%)
of his Considered Compensation pursuant to this Section 4.2.

4.3 Employer Contribution Limitation and Treatment of Forfeitures.
-------------------------------------------------------------
Notwithstanding the provisions of Section 4.1, the aggregate amount of Employer
Salary Reduction Contributions and Employer Profit Sharing Contributions for
each Limitation Year shall not exceed either the total amount deductible under
section 404 of the Code, or the sum of:

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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<PAGE> 33
(a) The aggregate limitation on Annual Additions
prescribed by Section 6.11 for all Participants entitled to share in the
allocation of such Employer contributions under Section 6.5 reduced by
Forfeitures arising under Section 7.8, and

(b) The sum of any amounts that have been erroneously
forfeited or erroneously unallocated with respect to Employees who were or
would have been entitled to share in the allocation of Employer contributions
but for the failure to credit such Participants with Hours of Service that are
determined during the Plan Year to be creditable pursuant to Section 2.1(ii),
reduced by any Forfeitures arising under Section 7.8 remaining after the
reduction provided in Section 4.3(a), to the extent such contribution was not
made in a preceding Plan Year.

If Forfeitures for a Plan Year that have arisen under Section 7.8
exceed the aggregate limitation on Annual Additions prescribed by Section 6.11
for all Participants entitled to share in the allocation of Employer
contributions for the Limitation Year ending within the Plan Year plus any
Employee Voluntary Contributions described in Section 4.2 which are not
distributed pursuant to Section 6.5(h), the amount by which such Forfeitures
exceed the aggregate limitation and the amount of such Employee Voluntary
Contributions shall be credited and held unallocated in a Suspense Account
until the next Valuation Date that coincides with the end of a Plan Year when
such amounts shall be deemed to be Forfeitures arising under Section 7.8.

4.4 Determination of Contribution. The Employer, from its records,
-----------------------------
shall determine the amount of any contributions to be made by it to the Trust
under the terms of the Plan. In the case of a Participant who, during the Plan
Year, transfers his employment from one Employer to another Employer, the
amount of the contributions to be made by each such Employer on behalf of such
a Participant pursuant to this Section 4.4 and this Article IV, shall be
determined on the basis of the relative compensation paid to such Participant
by each such Employer.

4.5 Time and Method of Payment of Contribution. The Employer shall
------------------------------------------
pay Employer Salary Reduction Contributions made pursuant to Section 4.1(a) and
attributable to Considered Compensation deferred pursuant to Section 5.1 to the
Trustee within fifteen (15) business days after the end of the payroll period
to which the deferral of the Considered Compensation relates. The Employer may
pay the remainder of its contribution for each Limitation Year in one (1) or
more installments.

The Employer's contribution for any Limitation Year shall be due on the last
day of its taxable year with or within which such Limitation Year ends, and,
unless paid before, shall be payable then or as soon thereafter as practicable,
but not later than the end of the tenth (10th) month following the end of such
taxable year. If the contribution is on account of the Employer's preceding
taxable year, the contribution shall be accompanied by the Employer's signed
statement to the Trustee that payment is on account of such taxable year.
Contributions may be paid in cash, or other property, as the Employer may
determine. Property shall be valued at its fair market value at the time of
contribution. All

SALARIED PROFIT SHARING
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28
<PAGE> 34
contributions for each Limitation Year, shall be deemed to be paid as of the
earlier of the actual date of payment or the last day of such Limitation Year.

4.6 Make-Up Contributions. If, because of insufficient current or
---------------------
accumulated profits, any Employer is prevented from making any part or all of
the contribution which it would otherwise have made under the Plan for a fiscal
year, then so much of such contribution that such Employer was prevented from
making shall be made by the other Employers (but for purposes of Section 4.1 of
the Plan shall be considered to have been made by such Employer) in such manner
as the Company may specify, provided that a consolidated tax return is filed by
the Employers for that fiscal year for federal income tax purposes. The
provisions of this subsection shall apply only to a group of Employers under
the plan which constitutes an "affiliated group" as defined in Section 1504(a)
of the Code.

4.7 Return of Employer Contributions. Notwithstanding any
--------------------------------
provision herein to the contrary, upon the Employer's request, an Employer
contribution which was made upon a mistake of fact or conditioned upon
deductibility of the contribution under section 404 of the Code shall not be
deemed contributed to the Trust and shall be returned to the Employer within
one (1) year after payment of the contribution or disallowance of the deduction
(to the extent disallowed), as the case may be. The amount so returned shall be
the excess of the amount contributed over the amount which would have been
contributed if there had been no mistake of fact or a mistake in determining
the amount of the deduction. Any earnings on the excess contribution amount
shall not be returned to the Employer, although any losses thereon will reduce
the amount so returned.

4.8 Rollover Contributions and Trust to Trust Transfers to this
-----------------------------------------------------------
Plan. The Administrative Committee, in its sole discretion, may direct the
- ----
Trustee to receive and hold for the benefit of any Eligible Employee any amount
attributable to such Employee's participation in any other pension or profit
sharing plan qualified under section 401(a) of the Code, subject to the
following provisions:

(a) If such amount is to be contributed by the Employee
to the Trustee, the amount shall be transferred only if it constitutes a
Rollover Contribution. If such amount is to be transferred directly from
another plan and trust qualified under section 401(a) of the Code to the
Trustee, the amount to be transferred shall be the amount held for the benefit
of such employee pursuant to Section 4.8(b). Such amounts shall be transferred
only if the Trustee or trustees under such other trust are expressly permitted
to distribute such amounts to the Trustee or trustees under the trust forming
part of another plan intended to qualify under section 401(a) of the Code. The
Trustee, in its sole discretion, may limit the property which is to be
transferred to the Trustee to cash. Notwithstanding the foregoing, no amount
shall be transferred to the Trustee, including amounts transferred from a plan
maintained by a Qualified Affiliate, if such amount is attributable, directly
or indirectly, to a transfer of distribution from a defined benefit plan
(within the meaning of section 414(j) of the Code or a defined contribution
plan (within the meaning of section 414(i) of the Code) which either is subject
to the minimum funding standard of section 412 of the Code or provides for the
distribution of benefits in the form of an annuity.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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<PAGE> 35
(b) The amounts transferred by or on behalf of an
Employee to the Trustee shall be held in a separate, nonforfeitable Rollover
Account established for the benefit of such Employee under the Plan. Such
account shall be adjusted as any other account under the provisions of Section
6.4. Except as is provided in Section 8.12, regarding limitations on the
involuntary payment of benefits, in the event an Employee terminates Service
for any reason before becoming a Participant, the Employee's Rollover Account
(as adjusted under the Plan as of the Valuation Date coincident with or
immediately preceding the date of such Employee's termination of Service) shall
be distributed to or for the benefit of such Employee in a lump sum as soon as
possible after such Employee's termination of Service. In the event such
Employee becomes a Participant, such Rollover Account shall be distributed in
the same manner as his Employer Profit Sharing Contribution Account.

(c) Except as otherwise provided in this Section 4.8, and
Sections 7.5 regarding vesting, Section 8.4, regarding withdrawals, and Section
9.2(k), regarding Top Heavy Plans, a Rollover Account will be treated as an
Employer Profit Sharing Contribution Account for all purposes of the Plan.

The Administrative Committee may require such evidence, data or
information from an Employee or from the plan administrator of the plan and
trust from which an amount is directly or indirectly to be received as it
considers necessary or desirable to administer the foregoing provisions of this
Section 4.8.

____________________
End of Article IV

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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<PAGE> 36
ARTICLE V

PARTICIPANT DEFERRALS OF CONSIDERED COMPENSATION
------------------------------------------------
AND MAKING OF EMPLOYEE VOLUNTARY CONTRIBUTIONS
----------------------------------------------

5.1 Participant Election to Defer Considered Compensation or to
-----------------------------------------------------------
Make Employee Voluntary Contributions.
- -------------------------------------

(a) Participant Election to Defer Considered
----------------------------------------
Compensation. Subject to the limitations of Section 5.2 a Participant may
- ------------
elect:

(i) To defer the receipt up to a maximum of
fifteen percent (15%) of the Participant's Considered Compensation and
have the Employer pay such amount to the Trust as an Employer Salary
Reduction Contribution for the Participant's benefit, provided that in
no event may the amount that a Participant defers during a calendar
year pursuant to an election under this subsection 5.1(a) or under any
Related Plan with an arrangement under Section 401(k) of the Code
exceed Seven Thousand Dollars ($7,000) (as adjusted for cost-of-living
adjustments pursuant to section 402(g)(5) of the Code); or

(ii) To receive his entire Considered Compensation
in cash.

Any amount a Participant elects to defer under this Section 5.1(a) shall be
contributed by the Employer to the Trust as an Employer Salary Reduction
Contribution in accordance with Section 4.1(a).

(b) Participant Election to Make Voluntary Employee
-----------------------------------------------
Contribution. Subject to the provisions of Section 5.3, a Participant may elect
- ------------
to contribute under the Plan for any Plan Year, beginning with the Plan Year in
which he becomes a Participant, in an amount of not less than one percent (1%)
nor more than ten percent (10%) (in even multiples of one percent (1%)) of the
Considered Compensation paid to the Participant by his Employer during such
year; provided that, the amount of such contribution when added to the amount
of any other Participant voluntary contributions to all qualified plans, within
the meaning of section 401(a) of the Code, maintained by the Employer does not
exceed ten percent (10%) of the Participant's Considered Compensation paid to
him by his Employer during such year.

(c) Method of Election. Except as otherwise provided in
------------------
this Section, each election by a Participant under (a) and (b) of this Section
5.1 must be by written notice filed with the Administrative Committee, in such
form as the Administrative Committee shall in its sole and absolute discretion
determine, during the thirty-one (31) day period ending on the last day of a
Plan Year quarter (i.e., March 31, June 30, September 30 or December 31) to
----
which such election applies, except that with respect to a Participant whose
Plan Entry Date is October 1, such written notice may be delivered during the
thirty-one (31) day period prior to such Plan Entry Date. Any such election by
a Participant to defer the receipt of a portion of his Considered Compensation
or to make a Voluntary Employee

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<PAGE> 37
Contribution shall become effective at such time as the Administrative
Committee determines to be administratively convenient, but, with respect to an
Employee who is or who has become a Participant, in no event later than thirty
(30) days following the Administrative Committee's receipt of such election,
and no such election shall be given retroactive effect.

A Participant, by written notice filed with the Administrative
Committee at any time during the thirty-one (31) day period ending on the last
day of a Plan Year quarter, may elect to change the percentage of his
Compensation to be contributed to the Trust under Section 5.1(b) for the next
following Plan Year quarter, or to redesignate or terminate such contributions
for the next following Plan Year quarter. A Participant who has discontinued
making deferrals or contributions under either or both Section 5.1(a) and
Section 5.1(b) may elect to resume having such deferrals or contributions made
in the amounts specified in Section 5.1(a) and Section 5.1(b), respectively,
for the next following Plan Year quarter, by written notice filed with the
Administrative Committee at any time during the thirty-one (31) day period
ending on the last day of a Plan Year quarter.

(d) How Paid or Deducted. A Participant's deferrals and
--------------------
contributions under Section 5.1(a) and Section 5.1(b) shall be deducted by his
Employer, to the extent possible, in equal installments on each pay period from
the Compensation paid to such Participant for that period or made in a lump
sum, subject to the conditions provided below. Contributions made under Section
5.1(b) made by payroll deduction shall be paid to the Trustee not later than
thirty (30) days after the date such deduction is made. Participant deferrals
under Section 5.1(a) made by payroll reduction shall be credited to his
Employer Salary Reduction Contribution Account as of each regular payroll
period for which such contributions are made. A Participant who is making
deferral contributions may elect to make a lump sum contribution under Section
5.1(a) from the Participant's last paycheck for any Plan Year quarter (i.e.,
----
March 31, June 30, September 30, or December 31) as long as he has given written
notice of that election in the time and manner required by the Administrative
Committee. In no event can the amount of any such lump sum contribution when
added to the amount of contributions made under Section 5.1(a) exceed fifteen
percent (15%) of the Participant's Considered Compensation. A Participant who
is making Voluntary Employee Contributions may also elect on the last day of
any Plan Year quarter to have unpaid Compensation which would otherwise become
payable by his Employer reduced for a pay period and contributed by the
Employer to the Plan in a lump sum under Section 5.1(b). Any such election must
be made by the Participant by written notice filed with the Administrative
Committee prior to the time such Compensation is payable to the Participant,
and must be accordance with such rules as the Administrative Committee may
establish.

5.2 Limitation on Employer Salary Reduction Contributions for
---------------------------------------------------------
Highly Compensated Employees.
- ----------------------------

(a) Limitations. Notwithstanding the provisions of
-----------
Section 5.1(a), the Actual Deferral Percentage for the Highly Compensated
Employees with respect to any Plan Year shall not exceed the greater of (i) or
-------
(ii):

SALARIED PROFIT SHARING
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(i) The Actual Deferral Percentage for the
Eligible Employees who are not Highly Compensated Employees multiplied
by one and one-fourth (1.25); or

(ii) The Actual Deferral Percentage for the
Eligible Employees who are not Highly Compensated Employees multiplied
by two (2); provided, however, that the Actual Deferral Percentage for
the Highly Compensated Employees may not exceed the Actual Deferral
Percentage for the Eligible Employees who are not Highly Compensated
Employees by more than two (2) percentage points, but subject to the
aggregate limitation rules of paragraph 5.2(b).

(b) Aggregate Limit. If one or more Highly Compensated
---------------
Employees are eligible for contributions that are tested under both this
Section 5.2 and Section 5.3, multiple use of the Actual Deferral Percentage
alternative limit set forth in Section 5.2(a)(ii) shall be limited so that the
aggregated Actual Deferral Percentage and Employee Contribution Percentage of
such Highly Compensated Employees does not exceed the aggregate limit. For
purposes of this Section 5.2(b), the "aggregate limit" is the greater of the
following:

(i) The sum of:

(A) One and one-fourth (1.25) multiplied
by the greater of (i) the Actual Deferral Percentage of the
-------
group of Participants who are not Highly Compensated Employees
for the Plan Year, or (ii) the Employee Contribution
Percentage of the group of Participants who are not Highly
Compensated Employees for the Plan Year, and

(B) Two (2) plus the lesser of (i) or
------
(ii) above; provided, however, that this amount shall not
exceed two (2) multiplied by of the lesser of (i) or (ii)
------
above; or

(ii) The sum of:

(A) One and one-fourth (1.25) multiplied
by the lesser of (a) the Actual Deferral Percentage of the
------
group of Participants who are not Highly Compensated Employees
for the Plan Year, and (b) the Employee Contribution
Percentage for the group of Participants who are not Highly
Compensated Employees for the Plan Year; and

(B) Two (2) plus the greater of (a) and
-------
(b) in the immediately preceding subparagraph; provided,
however, that this amount shall not exceed two (2) multiplied
by the greater of (a) or (b) above.
-------

Amounts in excess of the aggregate limit shall be treated as excess
contributions and adjusted as provided in Section 5.2(c). For purposes of
applying this multiple use limit, the Employee Contribution Percentage and the
Actual Deferral Percentage shall be determined after any required distributions
of excess contributions and deferrals under Sections 5.2(c), 5.3(c), and 5.4.

SALARIED PROFIT SHARING
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<PAGE> 39
(c) Adjustments for Excess Contributions. If at any time
------------------------------------
during a Plan Year, the Actual Deferral Percentage for the Highly Compensated
Employees exceeds or is reasonably expected by the Administrative Committee to
exceed the amounts allowed under Sections 5.2(a) and 5.2(b), then the
Administrative Committee, in its sole and absolute discretion. shall, at least
once prior to the end of the Plan Year and more often if the Administrative
Committee elects, do one or more of the following:

(i) Prospective Reduction of Excess
-------------------------------
Contributions. Prospectively and in the same proportion reduce the
-------------
amount of Considered Compensation to be deferred pursuant to Section
5.1(a), by each Highly Compensated Employee who has elected pursuant
to Section 5.1(a) to defer a portion of his Considered Compensation
until the Actual Deferral Percentage for Highly Compensated Employees
will equal (by rounding up) for the Plan Year the greater of (i) or
(ii) of Section 5.2(a) as limited by Section 5.2(b).

(ii) Refund of Excess Contributions. Refund the
------------------------------
portion of each Highly Compensated Employee's Employer Salary
Reduction Contribution that constitutes a portion of the "excess
contribution" (hereinafter defined) for the Plan Year, plus earnings
(or less losses) thereon for (i) the Plan Year and (ii) the portion of
the following year preceding the date of distribution (the "Gap
Period"), until the Actual Deferral Percentage for the Highly
Compensated Employees equals (by rounding up) the greater of (i) or
(ii) of Section 5.2(a) as limited by Section 5.2(b), with all refunds
from a Participant's Employer Salary Reduction Contribution Account to
be charged first against Employer Salary Reduction Contributions for
the calendar year that includes the first day of the Plan Year, and
then, to the extent necessary, charged against Employer Salary
Reduction Contributions for the calendar year that includes the last
day of the Plan Year. All refunds shall be distributed by the Trustee
to the Employer within two and one-half (2 1/2) months after the close
of the Plan Year in which the excess contribution arose, if
administratively feasible, but in no event later than twelve (12)
months after such date.

For purposes of this Section 5.2(c)(ii), "excess contribution" shall
mean, with respect to any Plan Year, the excess of:

(i) The aggregate amount of Employer Salary
Reduction Contributions actually paid over to the Trust on behalf of
Highly Compensated Employees for such Plan Year, over

(ii) The maximum amount of such Employer Salary
Reduction Contributions permitted under the limitations of Sections
5.2(a) and (b).

The amount of excess contributions for each Highly Compensated
Employee is to be determined by the following leveling method, under
which the Actual Deferral Percentage of the Highly Compensated
Employee with the highest Actual Deferral Percentage is reduced to the
extent required to (i) enable the Plan to satisfy the limitations of
Sections 5.2(a) and 5.2(b), or (ii) cause such Highly Compensated

SALARIED PROFIT SHARING
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<PAGE> 40
Employee's Actual Deferral Percentage to equal the Actual Deferral
Percentage of the Highly Compensated Employee with the next highest
Actual Deferral Percentage, whichever occurs first. This process must
be repeated until the Plan satisfies the limitations of Sections
5.2(a) and 5.2(b).

The provisions of this Section 5.2(c)(ii) shall be applied after the
provisions of Section 5.4 and any distributions of excess deferrals
thereunder. Any distribution made pursuant to this Section 5.2(c)(ii)
may be made notwithstanding any other provision of this Plan.

(A) Determination of Earnings and
-----------------------------
Losses. The earnings or losses allocable to excess
------
contributions shall be determined by multiplying income (or
loss) allocable to the Participant's Employer Salary Reduction
Contribution Account for the applicable Plan Year by a
fraction, the numerator of which is the excess contribution on
behalf of the Participant for the applicable Plan Year and the
denominator of which is the balance of the Participant's
Employer Salary Reduction Contribution Account on the last day
of the applicable Plan Year (prior to any refund of excess
contributions).

(B) Determination of Income or Loss for
-----------------------------------
Gap Period. The income or loss for the period between the end
----------
of the applicable Plan Year and the date of distribution of
the excess contribution (the "gap period") shall be equal to
the actual income or loss thereon during such period, or, if
not readily ascertainable, ten percent (10%) of the income or
loss determined under Section 5.2(c)(ii)(B) above multiplied
by the number of calendar months that have elapsed since the
end of the applicable Plan Year. Distributions occurring on or
before the 15th day of the month shall be treated as having
been made on the last day of the preceding month, and
distributions occurring after such 15th day shall be treated
as having been made on the first day of the next month.

(C) Income Allocable to Excess
--------------------------
Contributions. The income allocable to excess contributions,
-------------
for purposes of Sections 5.2(c)(ii)(B) and 5.2(c)(ii)(C),
shall include all earnings and appreciation, including such
items as interest, dividends, rent, royalties, gains from the
sale of property, appreciation in the value of stock, bonds,
annuity and life insurance contracts, and other property,
without regard to whether such appreciation has been realized.

(d) Special Rules For Family Members.
--------------------------------

SALARIED PROFIT SHARING
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<PAGE> 41
treated as one Highly Compensated Employee) must be determined by
combining Employer Salary Reduction Contributions and Compensation.

(ii) The Employer Salary Reduction Contributions
and Compensation and amounts of all family members are disregarded for
purposes of determining the Actual Deferral Percentage for the group
of Employees that are not Highly Compensated Employees, except to the
extent taken into account under Section 5.2(d)(i) above.

(iii) If an Employee is required to be aggregated
as a member of more than one (1) family group in the Plan, all
Eligible Employees who are members of those family groups that include
that Employee are aggregated as one family group in accordance with
Sections 5.2(d)(i) and 5.2(d)(ii).

(iv) The determination and correction of excess
contributions of a Highly Compensated Employee whose Actual Deferral
Percentage is determined under the family aggregation rules of this
Section 5.2(d) is accomplished by reducing the Actual Deferral
Percentage as required under Section 5.2(c) and allocating the excess
contributions for the family unit among the family members in
proportion to the Employer Salary Reduction Contributions of each
family member that are combined to determine the Actual Deferral
Percentage.

5.3 Limitations on Employee Voluntary Contributions.
-----------------------------------------------

(a) Limitations. Notwithstanding the provisions of
-----------
Sections 4.2 and 5.1(b), the Employee Contribution Percentage for the Highly
Compensated Employees with respect to any Plan Year shall not exceed the
greater of (i) or (ii):
- -------

(i) The Employee Contribution Percentage for the
Eligible Employees who are not Highly Compensated Employees multiplied
by one and one-fourth (1.25), or

(ii) The Employee Contribution Percentage for the
Eligible Employees who are not Highly Compensated Employees multiplied
by two (2); provided, however, that the Employee Contribution
Percentage for the Highly Compensated Employees may not exceed the
Employee Contribution Percentage for the Eligible Employees who are
not Highly Compensated Employees by more than two (2) percentage
points but subject to the aggregate limitation rules of Section
5.3(b).

(b) Aggregate Limit. If one or more Highly Compensated
---------------
Employees are eligible for contributions that are tested under both this
Section 5.3 and Section 5.2, multiple use of the Employee Contribution
Percentage alternative limit set forth in Section 5.3(a)(ii) shall be limited
so that the aggregated Actual Deferral Percentage and Employee Contribution
Percentage of such Highly Compensated Employees does not exceed the

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aggregate limit. The "aggregate limit," for purposes of this Section 5.3(b), is
the greater of the following:
-------

(i) The sum of:

(B) Two (2) plus the lesser of (i) or
------
(ii) above; provided, however, that this amount shall not
exceed two (2) multiplied by the lesser of (i) or (ii) above;
------
or

(ii) The sum of:

(B) Two (2) plus the greater of (a) and
-------
(b) in the immediately preceding subparagraph; provided,
however, that this amount shall not exceed two (2.0)
multiplied by the greater of (a) or (b) above.
-------

Amounts in excess of the aggregate limit shall be treated as excess
contributions and adjusted as provided in Section 5.3(c). For purposes of
applying this multiple use limit, the Employee Contribution Percentage and the
Actual Deferral Percentage shall be determined after any required distributions
of excess contributions and deferrals under Sections 4.5(c), 5.2(c), and 5.4.

(c) Adjustments for Excess Contributions. If at any time
------------------------------------
during a Plan Year, the Employee Contribution Percentage for the Highly
Compensated Employees would exceed, if not adjusted in accordance with the
limitations of this Section, the amounts allowed under Sections 5.3(a) and (b),
then the Administrative Committee, in its sole and absolute discretion, shall
do one or more of the following:

(i) Reduction of Employee Voluntary
-------------------------------
Contributions. Proportionately reduce the Employee Voluntary
-------------
Contributions that would otherwise be made and allocated to the
Employee Voluntary Contribution Account of each Highly Compensated
Employee to the extent necessary to cause the Employee Contribution
Percentage for the Highly Compensated Employees to equal (by rounding
up) the greater of (i) or (ii) of Section 5.3(a) as limited by Section
5.3(b).

SALARIED PROFIT SHARING
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(ii) Refund of Excess Employee Contributions. To
---------------------------------------
the extent that, after the adjustments described in Section 5.3(c)(i)
above have been made, the Employee Contribution Percentage for the
Highly Compensated Employees during a Plan Year would still exceed,
if not adjusted in accordance with this Section 5.3(c)(ii), the
amounts allowed under Section 5.3, then the Administrative Committee
shall refund the portion of each Highly Compensated Employee's
Employee Voluntary Contributions that constitutes a portion of the
"excess contribution" (hereinafter defined) for the Plan Year, plus
earnings and less losses thereon for the Plan Year and the portion of
the following year preceding the date of distribution (the "Gap
Period"), until the Employee Contribution Percentage for the Highly
Compensated Employees equals (by rounding up) the greater of (i) or
(ii) of Section 5.3(a) as limited by Section 5.3(b), with all refunds
from a Participant's Employee Voluntary Contribution Account to be
charged first against Employee Voluntary Contributions for the
calendar year that includes the first day of the Plan Year, and then,
to the extent necessary, charged against Employee Voluntary
Contributions for the calendar year that includes the last day of the
Plan Year. All refunds shall be distributed by the Trustee to the
Highly Compensated Employees who have excess contributions, as
determined under the following paragraph, within two and one-half
(2 1/2) months after the close of the Plan Year in which such excess
contributions arose, if administratively feasible, but in no event
later than twelve (12) months after the close of such Plan Year.

For purposes of this Section 5.3(c)(ii), "excess contribution" shall
mean, with respect to any Plan Year, the excess of:

(i) The aggregate amount of Employee Voluntary
Contributions actually paid over to the Trust on behalf of Highly
Compensated Employees for such Plan Year, over

(ii) The maximum amount of such Employee Voluntary
Contributions permitted under the limitations of Sections 5.3(a) and
5.3(b) after taking into account the adjustments provided for in
Section 5.3(c)(i).

The excess contributions shall be determined using the following
leveling method, by reducing the Employee Voluntary Contributions
made on behalf of Highly Compensated Employees in order of the
Employee Contribution Percentages beginning with the highest until the
(i) limitations of Sections 5.3(a) and 5.3(b) are satisfied; or (ii)
such Highly Compensated Employee's Employee Contribution Percentage
equals the Employee Contribution Percentage of the Highly Compensated
Employee with the next highest such percentage. This process shall be
repeated until the Plan satisfies the limitations of Sections 5.3(a)
and 5.3(b).

The provisions of this Section 5.3(c)(ii) shall be applied after the
provisions of Section 5.3(c)(i) and any reductions thereunder. Any
distribution made pursuant to this Section 5.3(c)(ii) may be made
notwithstanding any other provision of this Plan.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
38
<PAGE> 44
(iii) Determination of Earnings and Losses. The
------------------------------------
earnings or losses allocable to excess contributions shall be
determined by multiplying income or loss) allocable to the
Participant's Employee Voluntary Contribution Account for the
applicable Plan Year by a fraction, the numerator of which is the
excess contribution on behalf of the Participant for the applicable
Plan Year and the denominator of which is the balance of the
Participant's Employee Voluntary Contribution Account on the last day
of the applicable Plan Year (prior to any refund of excess
contributions).

(A) Determination of Income or Loss for
-----------------------------------
the Gap Period. The income or loss for the period between the
--------------
end of the applicable Plan Year and the date of distribution
of the excess contribution (the "gap period") shall be equal
to the actual income or loss thereon during such period, or,
if not readily ascertainable, ten percent (10%) of the income
or loss determined under Section 5.3(c)(ii)(B) above,
multiplied by the number of calendar months that have elapsed
since the end of the applicable Plan Year. Distributions
occurring on or before the 15th day of the month shall be
treated as having been made on the last day of the preceding
month, and distributions occurring after such 15th day shall
be treated as having been made on the first day of the next
month.

(B) Income Allocable to Excess
--------------------------
Contributions. The income allocable to excess contributions,
-------------
for purposes of Sections 5.3(c)(ii)(B) and (C), shall include
all earnings and appreciation, including such items as
interest, dividends, rent, royalties, gains from the sale of
property, appreciation in the value of stock, bonds, annuity
and life insurance contracts, and other property, without
regard to whether or not such appreciation has been realized.

(d) Special Rules For Family Members.
--------------------------------

(i) If an eligible Highly Compensated Employee is
subject to the family aggregation rules of section 414(q)(6) of the
Code because such Employee is either a five-percent (5%) owner or one
(1) of the ten (10) most highly compensated employees, the combined
Employee Contribution Percentage for the family group (which is
treated as one Highly Compensated Employee) shall be determined by
combining the Employee Voluntary Contributions and Compensation of all
the eligible family members.

(ii) The Employee Voluntary Contributions and
Compensation of family members are disregarded for purposes of
determining the Employee Contribution Percentage for both the group of
Highly Compensated Employees and the group of Employees that are not
Highly Compensated Employees, except to the extent taken into account
under Section 5.3(d)(i) above.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
39
<PAGE> 45
(iii) If an Employee is required to be aggregated
as a member of more than one (1) family group in the Plan, all
Eligible Employees who are members of those family groups that include
that Employee are aggregated as one family group in accordance with
Sections 5.3(d)(i) and (ii).

(iv) The determination and correction of excess
contributions of a Highly Compensated Employee whose Employee
Contribution Percentage is determined under the family aggregation
rules of this Section 5.3(d) is accomplished by reducing the Employee
Contribution Percentage is reduced as required under Section 5.3(c)
and allocating the excess contributions for the family unit among the
family members in proportion to the Employee Voluntary Contributions
of each family member that are combined to determine the Employee
Contribution Percentage.

5.4 Distribution of Excess Deferrals. If a Participant is required
--------------------------------
to include in his gross income for a calendar year elective deferrals (as
defined in section 402(g)(3) of the Code) which exceed Seven Thousand Dollars
($7,000) (subject to cost-of-living adjustments pursuant to section 402(g)(5)
of the Code), such amounts shall be treated as "excess deferrals" and shall be
distributed to the Participant. If the Participant makes excess deferrals to
one or more plans with respect to a calendar year, the Participant may allocate
the excess deferrals among the plans to which such Excess Deferrals were made.
Not later than the first March 1 following the close of the calendar year in
which the Excess Deferrals were made, the Participant shall notify the
Administrative Committee of whether and to what extent the Participant has
allocated any of the Participant's excess deferrals to this Plan. If such
allocation is made, the Administrative Committee shall distribute such excess
deferrals allocated to this Plan, adjusted for any income or losses allocable
to such amount (determined in accordance with the principles of Section
5.2(c)(ii)) for both the Plan Year in question and the portion of the following
year immediately preceding the date of distribution (as determined in
accordance with Section 5.2(c)(ii)) not later than the first April 15 following
the calendar year in which the excess deferrals were made. The amount of excess
deferrals to be distributed shall be reduced by any excess contributions
previously distributed with respect to the Plan Year beginning with the
calendar year. Any distribution of excess deferrals made pursuant to this
Section 5.4 may be made notwithstanding any other provision of this Plan.

____________________
End of Article V

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
40
<PAGE> 46

ARTICLE VI

ALLOCATIONS
-----------

6.1 Participant's Accounts. The Administrative Committee shall
----------------------
establish for each Participant an Employer Salary Reduction Contribution
Account and an Employer Profit Sharing Contribution Account that will reflect
the Participant's share of Employer contributions, if any, arising under the
Plan, and the income, loss, appreciation, and depreciation attributable to such
contributions. The Administrative Committee shall also establish an Employee
Voluntary Contribution Account that will reflect the Participant's Employee
Voluntary Contributions, if any, and the income, loss, appreciation, and
depreciation attributable to such contributions. If a Participant or an
Employee makes a Rollover Contribution to the Plan or otherwise transfers
amounts to the Trustee pursuant to Section 4.8, a Rollover Account shall be
established for the benefit of such party to which the Rollover Contribution or
such other amounts shall be credited and to which the income, loss,
appreciation, and depreciation attributable to such contribution shall be
allocated. The Administrative Committee shall also establish a Qualified
Affiliate Account to reflect amounts transferred on behalf of a Participant
from the plan of a Qualified Affiliate pursuant to Section 3.5 and the income,
loss, appreciation and depreciation attributable thereto.

6.2 Separate Accounts - Break in Service. If a Participant incurs
------------------------------------
five (5) consecutive Breaks in Service and subsequently reenters the Plan as a
Re-Employed Employee prior to the time that he has received a distribution
hereunder equal to one hundred percent (100%) of his Vested Accrued Benefit,
determined as of the last day of the Plan Year in which he incurred the last of
such five (5) consecutive Breaks in Service, the Administrative Committee shall
maintain, or cause to be maintained, a separate Employer Contribution Account
for the Participant's pre-Breaks in Service Accrued Benefit derived from
Employer contributions and Forfeitures, and a separate Employer Contribution
Account for his post-Breaks in Service Accrued Benefit derived from Employer
contributions and Forfeitures unless the Participant's entire Accrued Benefit
under the Plan is one hundred percent (100%) vested at the time he incurs the
last of such five (5) consecutive Breaks in Service.

6.3 Charging of Payments and Distributions. As of each Valuation
--------------------------------------
Date, all payments and distributions made under the Plan since the immediately
preceding Valuation Date to or for the benefit of a Participant or his
Beneficiary and any withdrawals by a Participant pursuant to Section 8.4 of the
Plan or Section 8.5 and any insurance premium paid pursuant to Section 12.13
will be charged to the proper Account of such Participant unless previously
charged.

6.4 Allocation of Trust Fund Income, Gain and Losses. As of each
------------------------------------------------
Valuation Date, prior to allocating Employer and Employee contributions for the
Allocation Period ending with the Valuation Date that have not been previously
allocated pursuant to Section 6.5, the Administrative Committee shall allocate
the value of the Trust Fund to Participants' Accounts as follows:

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
41
<PAGE> 47
(a) First, charge to the proper Accounts (other than the
-----
Accounts referred to in Section 6.4(b)) all payments, distributions,
withdrawals, or amounts expended on insurance premiums pursuant to Section
12.13 since the last preceding Valuation Date that have not been charged
previously, as provided in Section 6.3.

(b) Next, as of each Valuation Date, prior to allocating
----
Employer Salary Reduction Contributions for the Allocation Period ending with
the Valuation Date that have not been previously allocated pursuant to Section
6.5(b), charge to the proper Employer Salary Reduction Contribution Accounts
all payments, distributions, and withdrawals since the immediately preceding
Valuation Date that have not been changed previously as provided in Section
6.3,

(c) Next, determine an "Allocation Balance" (herein so
----
called) for each Employer Salary Reduction Contribution Account and Employee
Voluntary Contribution Account. The Allocation Balance for each such an Account
shall be:

(i) The balance of each such Account as of the
immediately preceding Valuation Date after all adjustments required as
of such Valuation Date by Section 6.4(b) have been made, plus
----

(ii) One-half (1/2) of the Employer Salary
Reduction Contributions or Employee Voluntary Contributions made to
the Trust and allocable to such Account pursuant to Section 6.5(b) but
that have not been previously allocated, minus
-----

(iii) All distributions from each such Account on
or since the immediately preceding Valuation Date.

(d) Next, apportion changes in the Adjusted Net Worth of
----
the Trust Fund, or in the net fair market value of the particular investment
fund or funds in which Participants' Accounts are invested, for the period
ending on the most recent Valuation Date among the Accounts of Participants in
the ratio that the balance credited to each of the Accounts of each Participant
on the preceding Valuation Date (or the Allocation Balance in the case of a
Participant's Employer Salary Reduction Contribution Account or Employee
Voluntary Contribution Account) bears to the balances credited to all Accounts
or Allocation Balances of all Participants so invested on such Valuation Date.
The gain or loss with respect to a particular investment fund shall be
allocated only among the Accounts which are invested in such fund, and only to
the extent that such Accounts are so invested.

The Suspense Account, if any, shall not be adjusted to reflect any Trust
earnings or losses.

6.5 Allocation of Employer and Employee Contributions and
-----------------------------------------------------
Forfeitures. Subject to the limitations on Annual Additions under Section 6.11,
- -----------
as of each Valuation Date and for the appropriate Allocation Period immediately
preceding the appropriate Valuation Date, the Administrative Committee shall
allocate and credit Employee and Employer contributions and Forfeitures to and
among the Accounts of Participants as follows:

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
42
<PAGE> 48
(a) First, determine the aggregate limitation on Annual
-----
Additions under Section 6.11 for all Participants entitled to share in the
allocation of Employer contributions for the Limitation year ending within the
Plan Year. Then, allocate, in accordance with Section 7.8(b) and Section
8.9(c), to the Employer Profit Sharing Contribution Accounts of Participants
whose non-Vested Accrued Benefits were forfeited in prior Plan Years but who
have returned to Service within the time prescribed in Section 7.8(b), or who
have made a claim for benefits pursuant to Section 8.9(c), such portion of the
Forfeitures for the Plan Year that have arisen under Section 7.8(a) and such
portion of the Employer contributions for the Plan Year as exceeds an amount
equal to the Employer Salary Reduction Contributions for the Plan Year as is
necessary to restore in accordance with Section 7.8(b) and Section 8.9(c) the
non-vested portions of the Accrued Benefits of such Participants. No allocation
of Employer contributions shall be made pursuant to the immediately preceding
sentence unless the Forfeitures are insufficient to restore the specified
benefits.

(b) Second, allocate to each Participant's Employer
------
Salary Reduction Contribution Account a portion of the total Employer Salary
Reduction Contributions for such Allocation Period that equals the amount by
which the Participant has elected, in accordance with Section 5.1, to defer a
portion of his Considered Compensation during such Allocation period; provided
that no amounts in excess of the amounts permitted in Section 6.11 shall be
allocated to any Participant's Employer Salary Reduction Contribution Account.

(c) Next, if Forfeitures for a Plan Year that have arisen
----
under Section 7.8(a), minus such portion of such Forfeitures, if any, that have
been allocated pursuant to Section 6.5(a), plus Employer Salary Reduction
Contributions for the Limitation Year that have been allocated to Participants'
Employer Salary Reduction Contribution Accounts pursuant to Section 6.5(b)
exceed the aggregate limitation on Annual Additions under Section 6.11 for all
Participants entitled to share in the allocation of Employer contributions for
the Limitation Year ending within the Plan Year plus any amounts erroneously
forfeited or allocated as described in Section 4.3(b), the amount by which such
Forfeitures and Employer Salary Reduction Contributions exceed the aggregate
limitation and the amounts described in Section 4.3(b) shall be credited and
held unallocated in a Suspense Account until the next Valuation Date that
coincides with the end of a Plan Year when such amounts shall be deemed to be
Forfeitures arising under Section 7.8(a).

(d) Next, each Participant who is in the Service of an
----
Employer on the last day of the Plan Year or who terminated service during the
Plan Year by reason of death, Total and Permanent Disability or retirement
(within the meaning of Sections 7.1 and 7.2) who has not received a lump sum
distribution of his benefits from the Plan, will be accorded one (1) point for
each Year of Service within the meaning of Section 7.6 and one (1) point for
each One Hundred Dollars ($100) of Considered Compensation for the Plan Year.

(e) Next, each Employer's Employer Profit Sharing
----
Contribution shall be allocated and credited among the Employer Profit Sharing
Contribution Accounts of Participants employed during the Plan Year by such
Employer in the ratio that the total points credited to each such Participant
bears to the total points credited to all such Participants.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
43
<PAGE> 49
(f) Next, except as is provided in Section 6.5(h), below,
----
Forfeitures shall be allocated and credited among the Employer Profit Sharing
Contribution Accounts of Participants in the ratio that the total points
credited to each Participant bears to the total points credited to all
Participants, regardless of by whom employed. Notwithstanding the foregoing,
any Forfeitures to be allocated and credited for a Plan Year in which an
Employer first becomes an Employer will not be allocated to the Employer Profit
Sharing Contribution Accounts of Participants employed by such Employer for
that Plan Year.

(g) Next, allocate to each Participant's Employee
----
Voluntary Contribution Account an amount equal to the amount of Employee
Voluntary Contributions that the Participant has elected, in accordance with
Sections 4.2 and 5.1(b) to contribute to the Plan.

(h) Notwithstanding the foregoing provisions of this
Section 6.5, no allocations of any kind shall be made to commissioned
salespeople other than allocations of Employer Salary Reduction Contributions
elected by such salespeople pursuant to Section 5.1(a). In addition, the
allocations for any Participant shall not exceed the limits on Annual Additions
determined pursuant to Section 6.11. If after the allocations provided for
above in this Section 6.5 the amounts that would otherwise be allocated to a
Participant's Accounts would exceed the amount determined under Section 6.11,
the Participant's Employee Voluntary Contributions for the Limitation Year
shall be distributed to the Participant to the extent necessary to comply with
the limits on Annual Additions under Section 6.11, and if after a distribution
of all such contributions the remaining amounts to be allocated would exceed
the limitations on Annual Additions under Section 6.11, the excess shall not be
allocated to the Participant but shall be allocated and re-allocated to the
Accounts of other Participants in the manner prescribed in Section 6.5(f) until
exhausted.

6.6 Dates Contributions Considered Made. For purposes of this
-----------------------------------
Article VI, the Employer's contributions, other than Employer Salary Reduction
Contributions, under the Plan for any Plan Year shall be considered to have
been made on the last day of that year, regardless of when paid to the Trustee.
A Rollover Contribution made during an Allocation Period shall be deemed made
on the last day of the Allocation Period.

6.7 Accrual of Benefits. The Administrative Committee shall
-------------------
determine a Participant's Accrued Benefit on the basis of the Limitation Year.
In allocating Employer Profit Sharing Contributions to a Participant's
Accounts, the Administrative Committee shall only take into account the
Considered Compensation earned during that part of the Limitation Year the
Employee is actually a Participant in the Plan.

6.8 Valuation. Within a reasonable time after each Valuation Date,
---------
the Trustee shall prepare or cause to be prepared a statement of the condition
of the Trust Fund, or appropriate portion of the Trust Fund, setting forth all
investments, receipts, and disbursements, and other transactions effected by it
during the Allocation Period ending with such Valuation Date, and showing all
the assets of the Trust Fund, or appropriate portion of the Trust Fund, and the
cost and fair market value thereof. Such statements shall be delivered to the
Administrative Committee. With respect to the last Valuation of the Plan Year
the Administrative Committee shall then cause an annual report to be prepared

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
44
<PAGE> 50
disclosing the status of each Participant's Accounts in the Trust. The
Trustee's determination of the fair market value of the assets of the Trust
Fund and the Administrative Committee's charges or credits to Accounts shall be
final and conclusive on all persons ever interested hereunder, subject to the
claims procedure in Section 11.9 hereof.

6.9 Special Valuation. While it is contemplated that the Trust
-----------------
Fund will be valued by the Trustee and allocations made only as of the
Valuation Dates, should it be necessary to make distributions under the
provisions hereof, and the Administrative Committee, in good faith determines
that, because of (a) an extraordinary change in general economic conditions,
(b) the occurrence of some casualty radically affecting the value of the Trust
Fund or a substantial part thereof, or (c) an abnormal fluctuation in the value
of the Trust Fund has occurred since the end of the preceding Allocation
Period, the Administrative Committee may, in its sole discretion, to prevent
the payee from receiving a substantially greater or lesser amount than what he
would be entitled to, based on current values, cause a revaluation of the Trust
Fund or portion thereof to be made and a reallocation of the interests therein
as of the date the payee's right of distribution becomes fixed. The
Administrative Committee's determination to make such special valuation and the
valuation of the Trust Fund as determined by the Trustee shall be conclusive
and binding on all persons ever interested hereunder, subject to the claims
procedure in Section 11.9 hereof.

6.10 Equitable Allocations. If the Administrative Committee
---------------------
determines in making any valuation, allocation, or adding interest to any
Account under the provisions of the Plan that the strict application of the
provisions of the Plan will not produce an equitable and nondiscriminatory
allocation among the Accounts of the Participants, it may modify any procedure
specified in the Plan for the purpose of achieving an equitable and
nondiscriminatory allocation in accordance with the general concepts of the
Plan; provided, however, that any such modification shall not reduce the
Participant's vested accrued benefits and shall be consistent with the
provisions of sections 411(d)(6) and 401(a)(4) of the Code.

6.11 Limitation on Annual Additions.
------------------------------

(a) General. Notwithstanding any other provision of the
-------
Plan, the Annual Addition to a Participant's Accounts for any Limitation Year
may not exceed an amount equal to the lesser of:
------

(i) Thirty Thousand Dollars ($30,000) (or, if
greater, one-fourth (1/4) of the dollar limitation in effect under
section 415(b)(1)(A) of the Code) adjusted for the Limitation Year to
take into account any cost-of-living increase adjustments, provided for
that year under section 415(d) of the Code; or

(ii) Twenty-five percent (25%) of the Compensation
of the Participant for the Limitation Year;

provided, however, that the percentage limitation described in Section
6.11(a)(ii) shall not apply to any contributions for post-retirement medical
benefits treated as Annual Additions

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
45
<PAGE> 51
under section 419A(f)(2) of the Code or any other amount treated as an Annual
Addition under section 415(l)(1) or section 419A(d)(2) of the Code.

(b) Additional Limitation - Related Plan. If a
------------------------------------
Participant also participates in a Related Plan, any reductions required by
section 415 of the Code shall be made first from such Related Plan if such
Related Plan provides for the same, and, if not, the maximum amount allocable
to a Participant's Accounts for the Limitation Year as specified in Section
6.11(a) shall be reduced by the amount of the Annual Addition made with respect
to the Participant for the Limitation Year under any Related Plan.

(c) Additional Limitation - Defined Benefit Plan. If a
--------------------------------------------
Participant also participates in one or more qualified defined benefit plans
(as defined in section 414(i) of the Code) maintained by the Employer or any
Related Employer, the maximum amount otherwise allocable to his Accounts under
Section 6.11(a) and Section 6.11(b) shall be reduced to the extent necessary to
ensure that the sum of the "Defined Benefit Fraction" for the Limitation Year
plus the "Defined Contribution Fraction" for the Limitation Year does not
exceed one (1.0).

The Defined Benefit Fraction for a Limitation Year shall be a fraction:

(i) The numerator of which shall be the projected
annual benefit of the Participant under such defined benefit plan or
plans (determined as of the close of the year); and

(ii) The denominator of which shall be an amount
equal to the lesser of:
------

(A) The product of one and one-fourth
(1.25) multiplied by the dollar limitation in effect for such
year under section 415(b)(1)(A) of the Code; or

(B) The product of one and four-tenths
(1.4) multiplied by the amount which may be taken into account
for such year under section 415(b)(1)(B) of the Code with
respect to such Participant.

Notwithstanding the above, if as of the first day of the first Limitation Year
beginning after December 31, 1986, a Participant was a participant, in one or
more defined benefit plans maintained by the Employer or a Related Company
which were in existence on May 6, 1986, the denominator of the Defined Benefit
Fraction will not be less than one hundred twenty-five percent (125%) of the
sum of the annual benefits under such plans which the Participant had accrued
as of the close of the last Limitation year beginning on or before December 31,
1986, calculated as if the Participant had terminated employment on the last
day of said Limitation Year. In calculating a Participant's benefits, the
Administrative Committee shall disregard changes in the terms and conditions of
such plans occurring on or after May 6, 1986, and cost-of-living adjustments
occurring on or after May 6, 1986. The preceding two sentences shall only apply
if the defined benefit plans individually and in the

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
46
<PAGE> 52
aggregate satisfy the requirements of section 415 of the Code as in effect at
the end of the 1986 Plan Year.

The Defined Contribution Fraction for a Limitation Year shall be a fraction:

(i) The numerator of which shall be the sum of
the annual additions (as defined in section 415(c)(2) of the Code) to
the Participant's accounts under all defined contribution plans
maintained by the Employer or Related Employer as of the close of the
Limitation Year; and

(ii) The denominator of which shall be the sum of
the lesser of the following amounts determined for each such plan for
the Limitation Year and for each prior year of service with the
Employer:

(A) The product of one and one-fourth
(1.25) multiplied by the dollar limitation in effect for such
year under section 415(c)(1)(A) of the Code (determined
without regard to section 415(c)(6) of the Code); or

(B) The product of one and four-tenths
(1.4) multiplied by the amount that may be taken into account
under section 415(c)(1)(B) of the Code with respect to such
individual under the defined contribution plans for the
Limitation Year.

If as of the end of the first day of the first Limitation Year beginning after
December 31, 1986, a Participant was a participant in one or more defined
contribution plans which were maintained by the Employer or a Related Company
which were in existence on May 6, 1986, the numerator of the Defined
Contribution Fraction shall be adjusted if the sum of such fraction and the
Defined Benefit Fraction (referred to as the "Fractions") would otherwise
exceed one (1) under the terms of this Plan. Under the adjustment, an amount
equal to the product of (i) the excess of the sum of the Fractions over one (1)
times (ii) the denominator of the Defined Contribution Fraction will be
permanently subtracted from the numerator of the Defined Contribution Fraction.
The adjustment is calculated using the Fractions as they would be computed as
of the end of the last Limitation Year beginning before January 1, 1987, and
disregarding any changes in the terms and conditions of the Plan made after May
5, 1986, but using the limitations under section 415 of the Code applicable to
the first Limitation Year beginning on or after January 1, 1987.

Notwithstanding the foregoing, the provisions of Section 6.5(c) shall only
apply if such defined benefit plan or plans do not provide for a reduction of
benefits to ensure that the sum of the Defined Benefit Fraction for such
Limitation Year and the Defined Contribution Fraction for such Limitation Year
does not exceed one (1.0).

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
47
<PAGE> 53
6.12 Allocation Not Create Rights. No Participant shall acquire any
----------------------------
right to or interest in any specific asset of the Trust as a result of the
allocations provided for in the Plan.

____________________
End of Article VI

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
48
<PAGE> 54
ARTICLE VII

TERMINATION OF SERVICE - PARTICIPANT VESTING
--------------------------------------------

7.1 Normal Retirement. When a Participant attains Normal
-----------------
Retirement Age his Accrued Benefit shall, to the extent it has not previously
become fully vested, become fully vested. A Participant who, with the
Employer's consent, remains in the employ of the Employer after attaining
Normal Retirement Age shall continue to participate in the Plan until the date
of his actual retirement. Upon termination of a Participant's employment for
any reason on or after attaining Normal Retirement Age, the Administrative
Committee shall direct the Trustee to make payment of the full value of the
Participant's Accrued Benefit to him at such times and in such manner as
provided in Article VIII hereof.

7.2 Early Retirement. A Participant may retire as of the first day
----------------
of any Plan Year, after he has attained Early Retirement Age and may apply for
an early retirement benefit in accordance with Section 12.9(b) hereof. Upon a
Participant's Early Retirement under this Section 7.2, the Administrative
Committee shall direct the Trustee to make payment of the full value of the
Participant's Accrued Benefit to him at such times and in such manner as
provided in Article VIII hereof.

Any Participant who terminates employment after having completed fifteen (15)
Years of Service and who is entitled to receive any Vested Accrued Benefit
under the Plan may, upon attaining age fifty-five (55), apply for an early
retirement benefit in accordance with Section 12.9(b) hereof, and, shall be
eligible to receive an early retirement benefit at the time and in the manner
specified in Article VIII.

7.3 Disability. A Participant who becomes Totally and Permanently
----------
Disabled shall have the full value of his Accrued Benefit paid to him at such
times and in such manner as provided in Article VIII hereof.

7.4 Death. Upon the death of a Participant, his Beneficiary shall
-----
be entitled to receive the full value of the deceased Participant's Accrued
Benefit at such times and in such manner as provided in Article VIII hereof.

7.5 Other Termination of Service. Except as is otherwise provided
----------------------------
in Section 3.5(c) with respect to Qualified Affiliate Accounts, if a
Participant's employment terminates prior to Normal Retirement Age for any
reason other than early retirement, death, or Total and Permanent Disability,
then the balance of such Participant's Employer Profit Sharing Contribution
Account and Qualified Affiliate Account (after all adjustments required under
the Plan as of that date have been made) will be determined and such
Participant will be entitled to receive the percentage of the balance of such
Employer Profit Sharing Contribution Account and Qualified Affiliate Account
determined in accordance with the following adjustment procedure:

(a) First, the amount of the net credit balance in the
Participant's Employer Profit Sharing Account and Qualified Affiliate Account
shall be increased by an amount

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equal to the aggregate insurance contract premiums, if any, charged to such
account since the date he last became a Participant;

(b) Next, the amount of the net credit balance in his
Employer Profit Sharing Contribution Account and Qualified Affiliate Account,
as adjusted under (a) of this Section 7.5, shall be multiplied by the
applicable percentage, set forth below, based on his number of Years of Service
within the meaning of Section 7.6:

Years of Service-Vesting Percent Vested
------------------------ --------------
Less than 2 0%
2 10%
3 20%
4 40%
5 60%
6 80%
7 100%

(c) Next, the amount of the net credit balance in the
Participant's Employer Profit Sharing Contribution Account and Qualified
Affiliate Account adjusted under Section 7.5(b) shall be reduced by an amount
equal to the unpaid balances of any loans (and accrued interest thereon)
chargeable to his account; and

(d) Finally, the amount of the net credit balance in the
Participant's Employer Profit Sharing Contribution Account and Qualified
Affiliate Account after all such adjustments, will be reduced by the aggregate
insurance contract premiums added to his account under Section 7.5(a) and the
amount so determined shall be the amount distributable to him or for his
benefit.

The amount computed in accordance with the foregoing provisions will become
distributable to the Participant or for his benefit at such times and in such
manner as provided in Article VIII hereof.

If a Participant is transferred from employment with the Employer to employment
with a Subsidiary that is not an Employer, he will not be deemed to have
terminated Service pursuant to this paragraph until his employment with all
Employers and Subsidiaries terminates, but his account balances will be subject
to the transfer provisions of Section 8.14.

A Participant shall be one hundred percent (100%) vested at all times in that
portion of his Accrued Benefit attributable to his Employer Salary Reduction
Contribution Account, Employee Voluntary Contribution Account, and, if
applicable, Rollover Account.

7.6 Years of Service - Vesting. For purposes of vesting under
--------------------------
Section 7.5, Year of Service shall mean, with respect to periods of time prior
to the Effective Date, any "year of service" within the meaning of either
Section 2.3(b) of the Prior Plan or Section 7.6 of the Centex Construction
Products Plan. With respect to periods of time after the Effective Date, Year
of Service shall mean any Plan Year during which the Employee is continuously

SALARIED PROFIT SHARING
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employed by the Employer or during which the Employee completes not less than
One Thousand (1,000) Hours of Service with the Employer. In the case of an
Employee who separates from Service and who resumes employment with the
Employer, but not as a Re-Employed Employee, Years of Service, as defined in
this Section 7.6, prior to his resumption of employment shall be disregarded.
If a Participant has incurred five (5) consecutive Breaks in Service, Service
after such Breaks in Service shall not increase the Participant's vested
percentage in his Accrued Benefit derived from Employer contributions that
accrued prior to such five (5) consecutive Breaks in Service. In addition,
"years of service" within the meaning of Section 2.3(b) of the Prior Plan or
Section 7.6 of the Centex Construction Products Plan credited for Service
performed prior to April 1, 1984, that were disregarded under the terms of such
plans, shall continue to be disregarded for purposes of this Plan.

7.7 Vesting After a Distribution Without a Break in Service. If a
-------------------------------------------------------
distribution of a Participant's Vested Accrued Benefit is made to a Participant
at a time when the Participant has a Vested Accrued Benefit of less than one
hundred percent (100%) in his Accounts attributable to Employer contributions
and such Participant has not incurred a Break in Service prior to the time that
the distribution is made, a separate Employer Profit Sharing Contribution
Account and separate Qualified Affiliate Account shall be established to
reflect at times following the distribution the Participant's Accrued Benefit
attributable to Employer contributions prior to the distribution. At any given
time after the distribution and prior to a Forfeiture, if any, of the amounts
in such separate Accounts, the value of the Participant's Vested Accrued
Benefit attributable to each of such separate Accounts shall be equal to an
amount computed as follows:

(a) First, add the balance of such Accounts as of the
given time after the distribution and the portion of the distribution allocable
to such Account;

(b) Second, multiply the amount obtained in (a) by the
Participant's vested percentage in such Account, determined in accordance with
Section 7.5 hereof; and

(c) Finally subtract the amount of the distribution added
to the Account balance under subsection (a) above from the amount obtained in
(b).

7.8 Forfeiture Occurs and Restoration of Non-Vested Accrued
-------------------------------------------------------
Benefit.
- -------

(a) Forfeiture Occurs. A Participant shall permanently
-----------------
cease to be entitled to that part of his Employer Profit Sharing Contribution
Account and Qualified Affiliate Account that is not part of his Vested Accrued
Benefit on the last day of the Plan Year in which, (i) the Participant first
incurs five (5) consecutive Breaks in Service as the result of the termination
of his Service, or (ii) the Participant receives a distribution of his entire
Vested Accrued Benefit, including the portion thereof derived from Employer
contributions, as the result of his termination of Service. In the case of a
Participant to whom Section 7.8(a)(ii) applies, such Participant shall receive
a distribution of his entire Vested Accrued Benefit, including the portion
thereof derived from Employer contributions, not later than the close of the
second (2nd) Plan Year following the Participant's termination of Service. A
Participant who has an Accrued Benefit but does not have a Vested Accrued
Benefit shall

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be deemed to be a Participant who has received a distribution of his entire
Vested Accrued Benefit on the last day of the Plan Year in which he first
incurs a Break in Service. The Administrative Committee shall determine a
Participant's Accrued Benefit Forfeiture, if any, solely by reference to the
vesting schedule of Section 7.5 except as provided in Section 3.5 with respect
to the Qualified Affiliate Account. A Participant shall not forfeit any portion
of his Accrued Benefit for any cause.

(b) Restoration of Non-Vested Accrued Benefit. If an
-----------------------------------------
individual has incurred a Forfeiture pursuant to Section 7.8(a)(ii) but does
not receive a distribution of his entire Vested Accrued Benefit, including the
portion thereof derived from Employer contributions, prior to incurring five
(5) consecutive Breaks in Service, such individual's Forfeiture shall be
restored and his Accrued Benefit rendered whole as of the Valuation Date that
coincides with the close of such second (2nd) Plan Year. If an individual who
was formerly a Participant has incurred a Forfeiture of his non-Vested Accrued
Benefit in accordance with Section 7.8(a)(ii) and has received a distribution
of his entire Vested Accrued Benefit not later than the close of the second
(2nd) Plan Year following his termination of Service, and such individual
returns to the Service of the Employer prior to incurring five (5) consecutive
Breaks in Service, such individual's forfeited non-Vested Accrued Benefit shall
be restored and credited to an Employer Contribution Account, hereinafter
called the "Restoration Account," if the Participant repays to the Plan the
full amount of the distribution prior to the earlier of:
-------

(i) The last day of the Plan Year in which the
Participant incurs five (5) consecutive Breaks in Service; or

(ii) Five (5) years after the date of the
Participant's reemployment with the Employer (provided that the
Participant must be an Employee at the time of repayment).

In the case of an individual who was formerly a Participant, who terminated
Service with an Accrued Benefit but without a Vested Accrued Benefit, and whose
non-Vested Accrued Benefit became a Forfeiture due to a deemed distribution
under Section 7.8(a), such individual shall be deemed to repay his deemed
distribution on the Valuation Date that coincides with or immediately follows
his reemployment by the Employer or a Related Employer, provided that such
individual is an Employee or an employee of a Related Employer on such
Valuation Date. As of the Valuation Date that immediately follows a
Participant's revocation of consent or repayment, and prior to any allocation
of (i) the Trust Fund pursuant to Section 6.4, (ii) Forfeitures pursuant to
Section 6.5, or (iii) Employer contributions pursuant to Section 6.5, there
shall be allocated to the Participant's Employer Profit Sharing Contribution
Account or Restoration Account, as appropriate, an amount (the "Restoration
Amount") of the Trust Fund equal to the amount of his previously forfeited
non-Vested Accrued Benefit.

The Restoration Amount shall be credited first against Forfeitures arising for
the Plan Year, and if such Forfeitures are not sufficient to satisfy the
Restoration Amount in full, the Restoration Amount shall be further credited
against Trust Fund income and gain for the

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Plan Year, and if the Restoration Amount thereafter still remains unsatisfied
in full, the remainder of such amount shall be satisfied out of Employer
contributions for the Plan Year, which contributions shall be supplemented for
the Plan Year by an amount equal to such remainder. The Restoration Amount
shall not be deemed an Annual Addition or portion thereof for any Limitation
Year. In addition, the Employer may and, if necessary, shall make an Employer
contribution for the purpose of restoring a Participant's previously forfeited
non-Vested Accrued Benefit even though the Employer has no profits. The
Administrative Committee shall give timely notice to any rehired Employee, if
such Employee is eligible to make a repayment, of his right to make such
repayment before the expiration of the periods or the occurrence of the events
specified above, and such notice shall also include an explanation of the
consequences of not making such repayment.

____________________
End of Article VII

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ARTICLE VIII

TIME AND METHOD OF PAYMENT OF BENEFITS,
---------------------------------------
WITHDRAWALS OF BENEFITS, AND LOANS TO PARTICIPANTS
--------------------------------------------------

8.1 Time of Payment.
---------------

(a) Normal Retirement. In the event of normal retirement,
-----------------
within the meaning of Section 7.1 hereof, payment of a Participant's Accrued
Benefit shall be made not later than one hundred eighty (180) days after the
Valuation Date that coincides with or immediately follows the Participant's
termination of Service, provided the Participant has filed a claim therefor in
accordance with Section 12.9(a) hereof. A Participant who continues in the
Service of the Employer after his Normal Retirement Age may elect to defer the
payment of his Accrued Benefit until the earlier of his termination of Service
with the Employer or his Required Commencement Date. The value of the
Participant's Accrued Benefit shall be determined as of the Valuation Date that
immediately precedes the date payment of the Participant's Accrued Benefit is
to begin.

(b) Early Retirement. Except as is otherwise provided in
----------------
Section 8.12, in the event of early retirement, within the meaning of Section
7.2, payment of a Participant's Accrued Benefit shall be made not later than
one hundred eighty (180) days after the Valuation Date that coincides with or
immediately follows the Participant's termination of Service. The value of the
Participant's Accrued Benefit shall be determined as of the Valuation Date that
immediately precedes the date payment of the Participant's Accrued Benefit is
to begin.

(c) Death or Disability. Except as is otherwise provided
-------------------
in Section 8.12, in the event of a Participant's Total and Permanent Disability
or death, payment of the Participant's Accrued Benefit shall commence no later
than one hundred eighty (180) days after the Valuation Date that coincides with
or immediately follows (i) determination by the Administrative Committee that
Total and Permanent Disability exists or (ii) receipt by the Administrative
Committee of proof of the Participant's death. The value of the Participant's
Accrued Benefit shall be determined as of the Valuation Date that immediately
precedes the date payment of the Participant's Accrued Benefit is to begin.

(d) Other Termination of Service. Except as is otherwise
----------------------------
provided in Section 8.12, upon a Participant's termination of Service for any
reason other than retirement, Total and Permanent Disability or death, payment
of the Participant's Vested Accrued Benefit shall be made no later than one
hundred eighty (180) days after the Valuation Date that coincides with or
immediately follows the Participant's termination of Service. The value of the
Participant's Vested Accrued Benefit shall be determined as of the Valuation
Date that immediately precedes the date payment of the Participant's Vested
Accrued Benefit is to begin.

(e) Limitation on Time of Payment. Notwithstanding any
-----------------------------
provision contained herein to the contrary, in the case of a Participant who
has filed a claim for

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benefits in accordance with Section 12.9 hereof, unless the Participant
otherwise directs, the Trustee shall make payment of the Participant's Vested
Accrued Benefit not later than sixty (60) days after the latest of the
following events occurs:

(i) The end of the Plan Year in which the
Participant attains Normal Retirement Age;

(ii) The end of the Plan Year in which such
Participant terminates employment with the Employer; or

(iii) The 10th anniversary of the year in which the
Participant commenced participation in the Plan.

A Participant may elect to defer the payment of his benefits beyond the dates
specified above by submitting a written statement to the Administrative
Committee describing his benefit and the date on which the payment of such
benefits shall be made, at the time and in the manner prescribed by the
Administrative Committee.

Notwithstanding the provisions above to the contrary, the Vested Accrued
Benefit of each Participant (i) shall be distributed to such Participant in
full not later than the Required Commencement Date or (ii) shall begin to be
distributed not later than the Required Commencement Date in accordance with
regulations over the life of such Participant or over the lives of such
Participant and his Beneficiary (or over a period not extending beyond the life
expectancy of such Participant or the life expectancy of such Participant and
his Beneficiary). If distributions under the Plan have commenced with respect
to a Participant and the Participant dies before his entire interest has been
distributed to him, the remaining portion of such interest shall be distributed
at least as rapidly as such interest would have been distributed to him,
commencing not later than the Required Commencement Date, under the method of
distribution in effect under the immediately preceding sentence at the
Participant's death. If the Participant dies before the distribution of his
interest has commenced in accordance with item (ii) of the second sentence of
this paragraph, or if distribution of the Participant's interest has commenced
but the Participant dies prior to his Required Commencement Date, the entire
interest of the Participant shall be distributed within five (5) years after
the death of the Participant; provided, however, if any portion of the
Participant's interest is payable to or for the benefit of a Beneficiary and
such portion of the Participant's undistributed interest will be distributed in
accordance with regulations over the life of such Beneficiary or over a period
not extending beyond the life expectancy of such Beneficiary and such
distributions commence not later than one (1) year after the date of the
Participant's death (or such later date as the Secretary of Treasury may by
regulation prescribe), the deceased Participant's interest shall be distributed
in accordance with the method of payment under which the interest will be
distributed over the life of the Beneficiary or over a period not extending
beyond the life expectancy of the Beneficiary.

Notwithstanding the foregoing, if the Beneficiary is the surviving spouse of
the Participant, the deceased Participant's interest shall be distributed to
such surviving spouse on or before the date on which the Participant would have
attained age seventy and one-half (70 1/2);

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provided, further, that if the surviving spouse dies before the distributions
to such spouse commence, the distribution of the interest of the deceased
Participant shall begin on or before a date determined as if the surviving
spouse were the Participant. For purposes of this Section 8.1(e), except in the
case of a life annuity, the life expectancy of the Participant and his spouse
may be redetermined but not more frequently than annually. In addition,
pursuant to regulations prescribed by the Secretary of the Treasury, any amount
paid to a child of the Participant shall be treated as if it had been paid to
the surviving spouse of the Participant if such amount will become payable to
the surviving spouse upon such child's attainment of majority (or other
designated event permitted under regulations prescribed by the Secretary of the
Treasury). For the purposes of this paragraph, the term "Beneficiary" shall
only include individuals. Notwithstanding the foregoing provisions of this
paragraph, nothing in this paragraph shall permit any Participant to elect any
form of distribution not otherwise expressly permitted under this Plan; but
rather, the Administrative Committee may at any time modify any form of
distribution elected by a Participant or Beneficiary to ensure compliance with
this paragraph.

Notwithstanding any other provision herein to the contrary, distributions
hereunder will be made in accordance with the minimum distribution and
incidental benefit requirements of section 401(a)(9) of the Code and the
Treasury Regulations promulgated thereunder, including Treasury Regulation
section 1.401(a)(9)-2, and any Internal Revenue Service rulings, announcements
or notices promulgated under section 401(a)(9) of the Code, including any
grandfather or transitional rules thereunder. Furthermore, any provisions
contained herein which reflect section 401(a)(9) of the Code shall override any
distribution options in the Plan inconsistent with section 401(a)(9) of the
Code.

8.2 Method of Payment.
-----------------

(a) General. After all required accounting adjustments,
-------
the Trustee, in accordance with the direction of the Administrative Committee,
shall make payment of the Participant's Vested Accrued Benefit under one (1) or
all of the following methods, as elected by the Participant or Beneficiary:

(i) Payment in a lump sum. (Any amounts
distributable to or for the benefit of a Participant under Section 7.5
shall be paid by payment of cash in a lump sum).

(ii) Payment in a series of substantially equal
quarterly or more frequent installments (which quarterly installments
shall not be less than $150.00) over a reasonable period of time not
exceeding the lesser of twenty (20) years or the normal life
expectancy of the payee, determined in accordance with actuarial
tables adopted by the Administrative Committee for this purpose and
subject to the provisions of Section 8.2(b).

(iii) Effective for distributions made prior to
December 31, 1992, as a direct rollover to another plan which meets
the requirements of section 401(a) of the Code. Effective for
distributions made on and after January 1, 1993, by payment

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as a direct rollover to an Eligible Retirement Plan, provided that
such payment qualifies for a direct rollover pursuant to section
401(a)(31) of the Code. In implementing a Participant's or
Beneficiary's election with respect to this Section 8.2(a)(iii), the
Employer, the Administrative Committee and the Trustee shall not be
responsible for ascertaining whether a transferee plan, trust, or
individual retirement account or annuity satisfies the applicable
provisions of the Code, and the written request of the Participant or
Beneficiary shall constitute a certification that the plan, trust, or
individual retirement account or annuity satisfies such requirements
and accepts such rollover.

(b) Installment Payments. Except as otherwise provided
--------------------
below, in the event payments to or for the benefit of a Participant are to be
made in installments under this Section 8.2(b), the balance in such
Participant's Accounts, after all adjustments under this Plan, will be
transferred to a Separate Fixed Income Account or accounts to be established
and maintained for the Participant's Benefit. Each such Separate Fixed Income
Account shall be established in the name of the Trustee for the benefit of the
Participant for whom such account is established and shall constitute the
Participant's sole interest in the Plan. Interest or earnings on each such
separate account shall be credited directly to such account and any payments or
distributions made to or for the benefit of a Participant shall be charged
directly or such account and such will not be adjusted under Section 6.4.
Notwithstanding the foregoing, a Participant may elect at such time and in such
manner as the Administrative Committee deems appropriate to have his Accounts
continue to be adjusted under the provisions of Section 6.4 without application
of the provisions of this Section 8.2(b). A Participant, by written notice
filed with the Administrative Committee during the thirty-one (31) day period
ending on the first day of a Plan Year, may elect to change the frequency and
amount of installments payable to such participant provided that such payments
are consistent with this paragraph.

8.3 Deferral of Payments in the Case of Non-Employee and
----------------------------------------------------
Non-Eligible Employee Participants. If a Participant's Accounts are retained in
- ----------------------------------
the Trust after the date on which he ceases to be an Employee or an Eligible
Employee, such Accounts shall continue to be treated as a part of the Trust
Fund. The Accounts of such a non-Employee and non-Eligible Employee Participant
will be credited (or debited) with their share of the net income (or loss)
attributable to the investments of such Accounts but shall not be credited with
any further (i) Employer contributions or Forfeitures, or (ii) Participant
contributions.

8.4 Withdrawal of Employee Voluntary Contribution Account,
------------------------------------------------------
Employer Salary Reduction Contribution Account, and Rollover Account Balances.
- -----------------------------------------------------------------------------

(a) Employee Voluntary Contribution Account. A
---------------------------------------
Participant, by written notice filed with the Administrative Committee at least
thirty-one (31) days in advance of the first day of any calendar quarter, may
elect, effective as of the first day of such calendar quarter, to withdraw all
or any portion of his Employee Voluntary Contributions. The Administrative
Committee shall distribute such amounts to the Participant within a reasonable
period of time after the end of the preceding calendar quarter. Upon making

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such a withdrawal, a Participant shall be ineligible to make further Employee
Voluntary Contributions to the Plan for a period of one (1) year following the
effective date of the withdrawal.

(b) Employer Salary Reduction Contribution Account. A
----------------------------------------------
Participant may withdraw the amounts credited to his Employer Salary Reduction
Account while he is actively employed, if he is at least age fifty-nine and
one-half (59 1/2), or receives the approval of the Administrative Committee
because of extreme financial hardship as provided in this Section 8.4(b). In
the case of attainment of age fifty-nine and one-half (59 1/2), a Participant,
by written notice filed with the Administrative Committee, may elect to
withdraw all or any portion of the balance of the Participant's Employer Salary
Reduction Contribution Account as of such date (but not in excess of such
account balance). The Administrative Committee shall distribute such amounts to
the Participant within a reasonable period of time after such date. In the case
of extreme financial hardship, a Participant, by written notice filed with the
Administrative Committee, may make application to the Administrative Committee
at any time to withdraw amounts credited to his Employer Salary Reduction
Contribution Account, to take effect as soon as administratively feasible (but
not including earnings on such Participant's Employer Salary Reduction
Contributions and not in excess of such account balance, determined as of such
date). Application for withdrawal of Employer Salary Reduction Contribution
Account balances shall be reviewed by the Administrative Committee and approved
only in cases of "extreme financial hardship" (as defined below) on the part of
the Participant.

"Extreme financial hardship" means the immediate and heavy financial needs on
the Participant as a result of the following:

(i) The payment of expenses for medical care
described in section 213(d) of the Code previously incurred by the
Participant, the Participant's spouse, or any dependents of the
Participant (as defined in section 152 of the Code);

(ii) Amounts necessary for the Participant, the
Participant's spouse or any dependents of the Participant (as defined
in section 152 of the Code) to obtain medical care described in
section 213(d) of the Code;

(iii) The payment of tuition and related
educational fees for the next twelve (12) months post-secondary
education for the Participant or the Participant's spouse, children or
dependents (as defined in section 152 of the Code);

(iv) The payment of costs directly related to
purchase of a principal residence for the Participant (excluding
mortgage payments);

(v) Payments necessary to prevent the eviction of
the Participant from the Participant's principal residence or
foreclosure on the mortgage on that residence; or

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(vi) Any other event described by the Internal
Revenue Service to be deemed to be a heavy and financial need.

A distribution based upon financial hardship shall not exceed the amount
required to meet the immediate financial need created by the hardship and not
reasonably available from other resources of the Participant. The determination
of an extreme financial hardship and the amount necessary to meet the need
created by the hardship shall be made by the Administrative Committee in a
nondiscriminatory manner, in accordance with rules uniformly applied to all
Participants similarly situated.

An amount shall be considered necessary to satisfy the Participant's immediate
and heavy financial need only if the Administrative Committee determines that
the need cannot be relieved by any of the following:

(i) Reimbursement or compensation by insurance or
otherwise;

(ii) Reasonable liquidation of the Participant's
assets, including assets of the Participant's spouse and minor
children that are reasonably available to the Participant, to the
extent such liquidation would not itself cause an immediate and heavy
financial need;

(iii) Cessation of Participant contributions; or

(iv) A non-taxable loan from the Participant's
Accounts pursuant to Section 8.13 or a loan from a commercial source
on reasonable commercial terms.

At the request of a Participant, the amount of such Participant's Hardship
Withdrawal shall include the amount of federal tax and penalties which will be
payable with respect to such Hardship Withdrawal, determined on a fully grossed
up basis. A Participant withdrawing amounts pursuant to this Section 8.4 shall
be prohibited from making elective contributions and employee contributions to
all plans (as defined in Treas. Reg. 1.401(k)-1(d)(2)(iii)(B)(4)) maintained by
an Employer for a period of twelve (12) months following such withdrawal.

(c) Rollover Account. As of any Valuation Date, after all
----------------
required adjustments have been made, a Participant may withdraw an amount not
in excess of the balance in his Rollover Account by filing a written request to
do so with the Administrative Committee at least thirty (30) days in advance of
the Valuation Date. The actual payment of the amount to be withdrawn shall
occur within ninety (90) days following such Valuation Date.

A Participant shall not be permitted to recontribute to or redeposit in his
Accounts any portion of the amounts withdrawn pursuant to this Section 8.4.

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8.5 Withdrawal of Employer Profit Sharing Contributions.
---------------------------------------------------

(a) Withdrawal Election. While it is the primary purpose
-------------------
of the Plan to accumulate funds for the use of Participants when they retire,
it is recognized that under certain circumstances it would be in the interests
of Participants to make Plan funds available to them while they continue in the
Service of the Employer. Accordingly, a Participant, by written notice filed
with the Administrative Committee at least thirty (30) days in advance of the
first day of the following Plan Year, may elect to withdraw a portion of the
balance of his Employer Profit Sharing Contribution Account (as well as any
contributions specified under Section 8.4 of this Plan) as of the first day of
such following Plan Year, in accordance with the following provisions:

(i) A Participant who has completed less than
eleven (11) Years of Service (within the meaning of Section 7.6), may
not withdraw any amounts then credited to his Employer Profit Sharing
Contribution Account.

(ii) Subject to subparagraphs (iv) and (v) below,
a Participant who has completed (11) eleven or more Years of Service
(within the meaning of Section 7.6) but less than sixteen (16) Years
of Service (within the meaning of Section 7.6) may elect to withdraw
an amount not greater than fifteen percent (15%) of his Employer
Profit Sharing Contribution Account balance, determined as of the
Valuation Date occurring on the last day of the Plan Year during which
he gave notice of withdrawal, less an amount equal to the sum of all
of his prior withdrawals.

(iii) Subject to subparagraphs (iv) and (v) below,
a Participant who has completed sixteen (16) Years of Service (within
the meaning of Section 7.8) or more, may elect to withdraw an amount
not greater than thirty percent (30%) of his Employer Profit Sharing
Contribution Account balance, determined as of the Valuation Date
occurring on the last day of the Plan Year during which he gave notice
of withdrawal, less an amount equal to the sum of all of his prior
withdrawals.

(iv) No withdrawal may be made under this Section
8.5 which would result in reducing a Participant's Employer Profit
Sharing Contribution Account balance to less than an amount equal to
the Employer contributions and Forfeitures credited to the
Participant's Employer Profit Sharing Contribution Account in the
twenty-four (24) month period immediately preceding the first day of
the Plan Year as of which such withdrawal is effective and payable.

(v) No withdrawal may be made under this Section
8.5 by a Participant to whom a loan has been made under Section 8.13,
if as a result of such withdrawal the outstanding balance due
(including accrued interest thereon) on such loan would exceed the
vested amount of the Participant's Employer Profit Sharing
Contribution Account balance as of the Valuation Date immediately
preceding the first day of the Plan Year as of which such withdrawal
is effective and payable.

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Payments of any amounts withdrawn pursuant to an election made under this
Section 8.5 will be made to the Participant as soon as practicable after the
first day of the Plan Year as of which such election is effective. A
Participant shall not be permitted to recontribute to or redeposit in his
Accounts any portion of the amounts withdrawn pursuant to this Section 8.5.

(b) Withdrawal Accounting. Any withdrawals will be
---------------------
charged to the Participant's Employer Profit Sharing Contribution Account as
provided in Section 6.3.

8.6 Payment in the Event of Legal Disability. Payments to any
----------------------------------------
Participant or Beneficiary shall be made to the recipient entitled thereto in
person or upon his personal receipt, in form satisfactory to the Administrative
Committee, except when the recipient entitled thereto shall be under a legal
disability, or, in the sole judgment of the Administrative Committee, shall
otherwise be unable to apply such payment in furtherance of his own interest
and advantage. The Administrative Committee may, in such event, in its sole
discretion, direct all or any portion of such payments to be made in any one
(1) or more of the following ways:

(a) To such person directly; or

(b) To the court appointed guardian of his person or his
estate; or

The decision of the Administrative Committee, in each case, will be final,
binding, and conclusive upon all persons ever interested hereunder. The
Administrative Committee shall not be obliged to see to the proper application
or expenditure of any payment so made. Any payment made pursuant to the power
herein conferred upon the Administrative Committee shall operate as a complete
discharge of all obligations of the Trustee and the Administrative Committee,
to the extent of the distributions so made.

8.7 Accounts Charged. The Administrative Committee shall charge
----------------
all distributions made to a Participant or to his Beneficiary from his Accounts
against the Accounts of the Participant when made.

8.8 Payments Only from Trust Fund. All benefits of the Plan shall
-----------------------------
be payable solely from the Trust Fund and neither the Employer, Administrative
Committee, nor Trustee shall have any liability or responsibility therefor
except as expressly provided herein.

8.9 Unclaimed Account Procedure. None of the Trustee, the
---------------------------
Administrative Committee or the Employer shall be obliged to search for, or
ascertain the whereabouts of, any Participant or Beneficiary. The
Administrative Committee, by certified or registered mail addressed to his last
known address of record with the Administrative Committee or the Employer,
shall notify any Participant or Beneficiary that he is entitled to a
distribution under this Plan, and the notice shall quote the provisions of this
Section 8.9. If the Participant fails to claim his benefits or make his
whereabouts known in writing to the

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Administrative Committee within a reasonable period of time and the
Administrative Committee does not know the whereabouts of the Participant or
his Beneficiary, the Administrative Committee shall then notify the Social
Security Administration of the Participant's (or Beneficiary's) failure to
claim the distribution to which he is entitled. The Administrative Committee
shall request the Social Security Administration to notify the Participant (or
Beneficiary) pursuant to the procedures it has established for this purpose.

If the Participant or Beneficiary fails to claim his benefits or make his
whereabouts known in writing to the Administrative Committee within three (3)
calendar years after the date of notification, the benefits under the Plan of
the Participant or Beneficiary will be disposed of as follows:

(a) If the whereabouts of the Participant is unknown but
the whereabouts of the Participant's Beneficiary then is known to the
Administrative Committee, distribution will be made to the Beneficiary.

(b) If the whereabouts of the Participant and his
Beneficiary then is unknown to the Administrative Committee, but the
whereabouts of one or more relatives by adoption, blood, or marriage of the
Participant is known to the Administrative Committee, the Administrative
Committee shall direct the Trustee to distribute the Participant's benefits to
any one or more of such relatives and in such proportions as the Administrative
Committee determines.

(c) If payment of a Participant's benefit cannot be made
pursuant to (a) or (b) above, then such benefits shall be treated as a
Forfeiture; provided, however, that, if such Participant shall thereafter claim
the right to receive such benefits, the Administrative Committee shall pay such
benefits to such Participant out of Forfeitures arising in the year of such
claim and Employer contributions pursuant to Section 6.5(a), prior to
allocating such amounts to other Plan Accounts.

Prior to the forfeiture, if any, the Administrative Committee shall direct the
Trustee to hold the Participant's benefits in a segregated account invested in
U.S. Government obligations, Certificates of Deposit, or other obligations
providing a stated rate of return. The segregated Account shall be entitled to
all income it earns and shall bear all expense or loss it incurs. Any payment
made pursuant to the power herein conferred upon the Administrative Committee
shall operate as a complete discharge of all obligations of the Trustee and the
Administrative Committee, to the extent of the distributions so made.

8.10 Special Limitations on Form of Benefits Distribution.
----------------------------------------------------
Notwithstanding any provision of this Plan to the contrary, (a) a Participant
may not elect that his Vested Accrued Benefit be paid in the form of a life
annuity and (b) except as is provided in the immediately following sentence,
upon a Participant's death prior to the payment in full of such Participant's
Vested Accrued Benefit, the Participant's Vested Accrued Benefit, or portion
thereof not paid as of the Participant's death, shall be paid in full to the
Participant's surviving spouse. Payment of a deceased Participant's Vested
Accrued Benefit shall not be paid in accordance with the immediately preceding
sentence, but shall be paid in accordance

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AND RETIREMENT PLAN
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with the Participant's election under the Plan if there is no spouse surviving
the Participant or if the surviving spouse consents in the manner required in
the immediately following sentence to payment of the Participant's Vested
Accrued Benefit to a designated Beneficiary other than the Participant's
spouse. A Participant's spouse may consent to the naming of a designated
Beneficiary other than the spouse to receive the Participant's Vested Accrued
Benefit, or portion thereof not distributed on the date of the Participant's
death, such consent to acknowledge the effect of the election and be witnessed
by a member of the Administrative Committee or a notary public. Consent of the
Participant's spouse shall not be required if the spouse cannot be located or
under such other circumstances as the Secretary of Treasury may by regulations
prescribe.

8.11 Qualified Domestic Relations Orders. During any period in
-----------------------------------
which the issue of whether a Domestic Relations Order is a Qualified Domestic
Relations Order is being determined (by the Administrative Committee, by a
court of competent jurisdiction, or otherwise), the Administrative Committee
shall direct the Trustee to segregate in a separate account or in an escrow
account the amount that would have been payable to the Alternate Payee during
such period if the Domestic Relations Order is determined to be a Qualified
Domestic Relations Order. If within eighteen (18) months the Domestic Relations
Order (or modification thereof) is determined to be a Qualified Domestic
Relations Order, the Administrative Committee directs the Trustee to pay the
segregated account (and any earnings or interest thereon) or the balance held
in the escrow account, as applicable, to the person or persons entitled
thereto. If within eighteen (18) months it is determined that the order is not
a Qualified Domestic Relations Order or the issue as to whether such Domestic
Relations Order is a Qualified Domestic Relations Order is not resolved, the
Administrative Committee shall direct the Trustee to pay the segregated account
(and any earnings or interest thereon) or the balance of the escrow account, as
applicable, to the person or persons who would have been entitled to such
amounts if there had been no Domestic Relations Order. Any determination that a
Domestic Relations Order is a Qualified Domestic Relations Order which is made
after the close of the eighteen (18) month period shall be applied
prospectively only.

The Administrative Committee shall establish reasonable procedures for
determining whether a Domestic Relations Order is a Qualified Domestic
Relations Order and to administer distributions under Qualified Domestic
Relations Orders. When the Plan receives a Domestic Relations Order the
Administrative Committee shall promptly notify the appropriate Participant and
any other Alternate Payee of the receipt of such order and the Administrative
Committee's procedures for determining whether such order is a Qualified
Domestic Relations Order. The Administrative Committee shall determine whether
a Domestic Relations Order is a Qualified Domestic Relations Order within a
reasonable period after receipt of such order, and shall within a reasonable
time after such determination notify the Participant and each Alternate Payee
of such determination.

8.12 Cash Outs and Special Limitation on Involuntary Payment of
----------------------------------------------------------
Benefits.
- --------
(a) Cash Out of Vested Accrued Benefit. Notwithstanding
----------------------------------
the foregoing provisions of this Article VIII, if upon termination of a
Participant's Service the value of the

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Participant's Vested Accrued Benefit, determined as of the Valuation Date
immediately preceding the Participant's termination of Service, does not exceed
Three Thousand Five Hundred Dollars ($3,500), the Administrative Committee
shall direct the Trustee to (i) distribute the value of the Participant's Vested
Accrued Benefit to the Participant or the Participant's Beneficiary in a lump
sum cash payment or, (ii) with respect to distributions made on or after
January 1, 1993, if the Participant or Beneficiary so elects, rollover such
amount to an Eligible Retirement Plan, such distribution or rollover to occur
at any time prior to a Valuation Date upon which the value of such Accrued
Benefit exceeds Three Thousand Five Hundred Dollars ($3,500).

(b) Limitations on the Involuntary Payment of Vested
------------------------------------------------
Accrued Benefit. If a Participant terminates Service for any reason other than
- ---------------
death prior to the date the Participant attains Normal Retirement Age, the
Participant (and his spouse if he is married) does not consent to the
commencement of payment of his Vested Accrued Benefit prior to such date, and
the value of the Participants's Vested Accrued Benefit as of a proposed
distribution date after such termination of Service exceeds Three Thousand Five
Hundred Dollars ($3,500), the Administrative Committee shall direct the Trustee
to retain the value of the Participant's Vested Accrued Benefit in the Trust
Fund until the earlier of the date that the Participant requests the
Administrative Committee to distribute such benefit in a lump sum or as a
direct rollover (at which time such benefit shall be so distributed) or the
date the Participant attains Normal Retirement Age, when the value of such
Vested Accrued Benefit shall be distributed in accordance with Section 8.2.
Until distribution, the Participant's Accounts shall be administered in
accordance with Section 8.3. The restrictions on the time of distribution of a
Participant's Vested Accrued Benefit set forth above in this Section 8.12(b)
shall not apply after the Participant's death or if the Participant's Vested
Accrued Benefit does not exceed Three Thousand Five Hundred Dollars ($3,500).

Notwithstanding the foregoing provisions of this Section 8.12, a Participant
who has terminated Service as provided above in this Section 8.12 and satisfied
the Service requirements for early retirement specified in Section 7.2, shall,
upon attaining the age specified in Section 7.2, become eligible for a
distribution of his Vested Accrued Benefit as if the Participant were eligible
for early retirement, within the meaning of Section 7.2.

8.13 Loans to Participants.
---------------------

(a) Loans to Participants: Basic Terms and Limits. Within
---------------------------------------------
the following limits, the Administrative Committee may, in its sole discretion,
authorize the Trustee to make loans to any active Participant or to any
Alternate Payee of up to fifty percent (50%) of the vested portion of his
Employer Salary Reduction Contribution Account and of up to fifty percent (50%)
of the vested portion of his Accounts other than his Employer Salary Reduction
Account; provided, however, that no loan, when taken together with the
outstanding balance of all other Plan loans, shall exceed the greater of
-------

(i) Ten Thousand Dollars ($10,000) or

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(ii) The lesser of (a) Fifty Thousand Dollars
------
($50,000) (as adjusted pursuant to section 72(p)(2)(A)(i) of the Code)
or (b) one-half (1/2) of the value of the Participant's or Alternate
Payee's vested portion of his Accounts.

The limitation on the amount of any loan which may be made from this Plan shall
include in computing such limitation loans made from any plan with which the
Plan must be included for purposes of sections 414(b), (c) and (m) of the Code.

Such loans may be made from the Trust Fund to a Participant or Alternate Payee
to enable the Participant or Alternate Payee to meet any (i) extraordinary
expenses incurred on account of accident, sickness, or disability, (ii)
unreimbursed medical expenses, (iii) educational expenses, (iv) expenses for
the purchase of a primary residence for the Participant or Alternate Payee, (v)
expenses arising from necessary and basic home improvements to the
Participant's or Alternate Payee's primary residence, or (vi) funeral expenses
for a member of the Participant's or Alternate Payee's family.

Loans shall be a directed investment of, and charged against the Accounts of
the Participant or Alternate Payee, first from the Employer Salary Reduction
Account, if sufficient, and if the Employer Salary Reduction Account is not
sufficient to satisfy the amount of the loan, then pro rata from the Employer
Profit Sharing Account, Qualified Affiliate Account, and Rollover Account. In
addition, no loan shall be made from a Participant's Employer Salary Reduction
Contribution Account unless the Participant satisfies the requirements of
section 401(k)(2)(B) of the Code, and any Treasury Regulations promulgated
thereunder, with respect to hardship. All loans to Participants or to
Alternate Payees shall by their terms be repaid within five (5) years from the
dates on which they are made. There need be, however, no five (5) year limit to
any loan that is used to acquire the primary residence for the Participant or
Alternate Payee; provided that, such loan must be repayable within a reasonable
period of time. The reasonableness of the time specified in the preceding
sentence shall be determined on the date the loan is made. Notwithstanding the
above, all loans shall be accelerated and immediately due in full upon a
Participant's termination of Service. The minimum amount of a loan, if any,
shall be determined from time to time by the Administrative Committee on a
basis uniformly applied to all Participants. All loans shall be made at an
interest rate equal to the prime rate of interest of the bank serving as
Trustee plus one percent (1%), or if such rate is not a reasonable rate, then
at a reasonable rate and shall be adequately secured. All loans shall be made
on the basis of substantially level amortization over the term of the loan,
with payments due not less frequently than quarterly. A loan made pursuant to
this Section 8.13 shall be in default if the Participant fails to make any
scheduled repayment.

Loans, if made hereunder, shall be made available to all Participants on a
uniform and nondiscriminatory basis. No loan shall be made to a Participant
unless the Participant and, if the Participant is married, the then spouse of
the Participant consent within ninety (90) days prior to the making of the loan
and in writing to both the making of the loan and to the set off of the
Participant's Accrued Benefit upon default under the loan. For purposes of this
Section 8.13(a), any renegotiation, extension, renewal, or other revision of a
loan shall

SALARIED PROFIT SHARING
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be treated as a new loan made on the date of the renegotiation, extension,
renewal, or other revision.

(b) Instruments and Security for Loans. Each loan
----------------------------------
hereunder shall be evidenced by a promissory note and secured by a security
agreement, mortgage, deed of trust, or such other security instruments as the
Administrative Committee may require. All such instruments shall contain, in
addition to the provisions specifically required by this Section 8.13, such
repayment, default, and remedial terms as may be determined by the
Administrative Committee. Security for loans hereunder shall be provided by the
pledge of no more than fifty percent (50%) of a Participant's Vested Accrued
Benefit and the pledge of such additional collateral as the Administrative
Committee may require. Each loan shall be repaid by payroll deduction in the
manner prescribed by the Administrative Committee. Repayments shall be credited
against the Participant's Employer Profit Sharing Contribution Account or
Employer Salary Reduction Contribution Account, as appropriate, based on the
Account from which the loan was made. Further, if because of a decrease in the
value of a Participant's Vested Accrued Benefit or any other circumstance, the
Administrative Committee believes a loan to be inadequately secured, it shall
either require the Participant to post security in addition to the value of his
Vested Accrued Benefit or demand accelerated, including immediate, payment of
the loan. An assignment for security of a Participant's Accrued Benefit shall
be limited as provided in Section 12.5 hereof. The default provisions of the
instruments relating to a loan shall provide that upon default a loan may be
charged back against the Participant's Accounts as a distribution at the
earliest time the Participant is entitled to receive a distribution under this
Plan. In the event that a Participant shall default on a Plan loan, the value
of his Vested Accrued Benefit shall be adjusted to take into account any charge
back to his Accounts, that has or will occur as a result of such default for
purposes of granting the Participant any subsequent loans under the Plan. In
the event that property is used to secure the loan, the default provisions of
the instruments relating to the loan shall provide that upon default the
Administrative Committee shall take whatever steps are necessary to foreclose
on such property. Each promissory note and security instrument shall be
delivered to the Trustee for the benefit of the Trust.

8.14 Transfers to Qualified Affiliates. In the event a Participant
---------------------------------
is transferred from employment with an Employer to employment with a Qualified
Affiliate, the Administrative Committee, at the request of the Participant,
shall transfer the Participant's Account balances under this Plan, as adjusted
as of the Valuation Date at the end of the applicable Plan Year, and all
liability for the payment of benefits with respect to such Account balances, to
the trustee or trustees under the qualified plan maintained by such Qualified
Affiliate; provided that the administrative committee of such plan consents to
the transfer. Such transfer shall be made as a lump sum, in cash except that if
any insurance contracts have been purchased and are held for the benefit of
such transferred participant under this

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Plan, such transfer shall include such contracts. Following such transfer, the
Participant shall have no further claim for benefit under this Plan.

____________________
End of Article VIII

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ARTICLE IX

TOP HEAVY PLAN PROVISIONS
-------------------------

9.1 Top Heavy Rules Applied. Notwithstanding any provisions of
-----------------------
this Plan to the contrary, if during any Plan Year the Plan is a Top Heavy
Plan, the provisions of this Article IX shall apply.

9.2 Additional Definitions. The following definitions apply only
----------------------
for purposes of this Article IX.

(a) "Aggregation Employee" shall mean any employee of the
--------------------
Aggregation Employer, including any leased employees (within the meaning of
section 414(n) of the Code). For this purpose, an individual formerly employed
by an Aggregation Single Employer shall be deemed an Aggregation Employee.

(b) "Aggregation Employer" shall mean the deemed single
--------------------
employer that includes the Employer and results from the aggregation of
employers that sections 414(b), 414(c), and 414(m) of the Code require be
aggregated and treated as a single employer.

(c) "Aggregation Single Employer" shall mean an employer
---------------------------
that sections 414(b), 414(c), and 414(m) of the Code require be aggregated with
the Employer and other employers and treated as a single employer.

(d) "Compensation" shall mean an Employee's or
------------
Participant's Compensation as defined in Section 2.1(hh) for the calendar year
that ends with or within the Plan Year. For purposes of determining whether an
individual has compensation of One Hundred Fifty Thousand Dollars ($150,000),
or whether an individual is a Key Employee by reason of being an officer or one
of the ten (10) employees of the Single Aggregation Employer described in
Section 9.2(f)(ii), Compensation from each entity that sections 414(b), 414(c),
and 414(m) of the Code require be aggregated is to be taken into account.

(e) "Determination Date" shall mean, with respect to any
------------------
Plan Year, the last day of the preceding plan year, except in the case of the
first Plan Year of a Plan, in which event the Determination Date shall be the
last day of such Plan Year. Whenever it is necessary to determine the value of
accrued benefits as of a given Determination Date, such value shall be
determined as of the Valuation Date that immediately precedes the Determination
Date.

(f) "Key Employee" shall mean, subject to the rules set
------------
forth in the last paragraph of this Section 9.2(f), any Aggregation Employee or
former Aggregation Employee (including any deceased employee) who at any time
during the current Plan Year or any of the four (4) preceding Plan Years, is or
was:

SALARIED PROFIT SHARING
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(i) An officer of the Aggregation Employer having
an annual Compensation greater than fifty percent (50%) of the dollar
limitation in effect under section 415(b)(1)(A) of the Code for the
calendar year in which the Plan Year ends;

(ii) One of the ten (10) employees of an
Aggregation Single Employer having annual Compensation for the Plan
Year from such Aggregation Single Employer of more than the dollar
limitation in effect under section 415(c)(1)(A) of the Code and owning
(or considered as owning within the meaning of section 318 of the
Code) the largest interests in such Aggregation Single Employer, and
if two (2) such employees have the same interest in the employer, the
employee having the greater annual Compensation from the employer
shall be treated as having a larger interest;

(iii) A five percent (5%) owner of an Aggregation
Single Employer; or

(iv) A one percent (1%) owner of an Aggregation
Single Employer having compensation of more than One Hundred Fifty
Thousand Dollars ($150,000.00).

In addition, the term "Key Employee" shall mean the beneficiary of any
Aggregation Employee or former Aggregation Employee defined above in this
Section 9.2(f) as being a Key Employee.

For the purposes of determining which Aggregation Employees or former
Aggregation Employees, if any, are or were officers of the Aggregation
Employer, whether an individual is an officer shall initially be determined
based on his responsibilities with respect to the Aggregation Single Employer
or Single Aggregation Employers by whom he is directly employed, and of such
individuals initially deemed officers, no more than fifty (50) Aggregation
Employees, or, if lesser, the greater of three (3) Aggregation Employees or ten
percent (10%) of the Aggregation Employees of the Aggregation Employer, shall
be treated as officers. In addition, sole proprietorships, partnerships,
associations, corporations, trusts, and labor organizations may have officers;
and any person who is an administrative executive in regular and continued
service shall be deemed an officer, subject to the above limitations. For
purposes of determining the number of officers taken into account under clause
(i), Aggregation Employees that are described in section 414(q)(8) of the Code
shall be excluded.

The number of employees that the Aggregation Employer has for the Plan Year
containing the Determination Date with respect to a Plan shall be the greatest
number of employees the Aggregation Employer had during that Plan Year or any
of the preceding four (4) Plan Years. A "five percent (5%) owner" shall mean,
if the Aggregation Single Employer is a corporation, any person who owns (or is
considered as owning within the meaning of section 318 of the Code) more than
five percent (5%) of the outstanding stock of the Aggregation Single Employer
or stock possessing more than five percent (5%) of the total combined voting
power of all stock of the Aggregation Single Employer and, if the Aggregation
Single

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Employer is not a corporation, any employee who owns more than five percent
(5%) of the capital or profits interest in the Aggregation Single Employer. A
"one percent (1%) owner" shall mean, if the Aggregation Single Employer is a
corporation, any person who owns (or is considered as owning within the meaning
of section 318 of the Code) more than one percent (1%) of the outstanding stock
of the Aggregation Single Employer or stock possessing more than one percent
(1%) of the total combined voting power of all stock of the Aggregation Single
Employer and, if the Aggregation Single Employer is not a corporation, any
employee who owns more than one percent (1%) of the capital or profits interest
in the Aggregation Single Employer. For purposes of applying the attribution
rules of section 318 of the Code, section 318(a)(2)(C) of the Code shall be
applied by substituting "five percent (5%)" for "fifty percent (50%)" each time
that term appears in said section. In the case of an entity other than a
corporation, ownership shall be attributed as under section 318 of the Code,
except that capital or profits interests shall be substituted for stock
interests. If an employee's ownership interest in an employer changes during a
Plan Year, his ownership interest for such Plan Year is the largest interest he
owned at any time during the year. An Employee or individual who is not
described above as being a Key Employee, including a former Key Employee, is
not a Key Employee.

(g) "Permissive Aggregation Group" shall mean a Plan or a
----------------------------
group of Plans that must be aggregated in the Required Aggregation Group and
any other plan or plans of an Aggregation Employer if the group would continue
to satisfy the requirements of sections 401(a)(4) and 410 of the Code with such
additional Plan being taken into account. Benefits under such Plans shall be
aggregated by adding together the present values of the accrued benefits
(determined separately for each Plan as of each plan's Determination Date) and
adding together the results for each Plan as of the Determination Dates for
such Plans that fall within the same calendar year.

(h) "Plan" shall mean a plan that satisfies the
----
requirements of section 401(a) of the Code.

(i) "Plan Year" shall mean the plan year of a Plan of an
---------
Aggregation Single Employer.

(j) "Required Aggregation Group" shall mean a group of
--------------------------
Plans consisting of:

(i) Each Plan of the Aggregation Employer in
which a Key Employee participates during the Plan Year containing the
Determination Date for such Plan or has participated during any of the
immediately preceding four (4) Plan Years; and

(ii) Any other Plan of the Aggregation Employer
that enables any of such Plans to satisfy the requirements of section
401(a)(4) or 410 of the Code.

Benefits under such Plans shall be aggregated by adding together the present
values of the accrued benefits (determined separately for each Plan as of each
Plan's Determination Date)

SALARIED PROFIT SHARING
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and adding together the results for each Plan as of the Determination Dates for
such Plans that fall within the same calendar year.

(k) "Top Heavy Plan" shall mean the Plan for a given Plan
--------------
Year that the Plan is not a member of a Required Aggregation Group (because
there are no other plans that must be aggregated with the Plan), if the sum
(determined as of the Determination Date for the Plan) of the present value of
the cumulative accrued benefits (determined in accordance with section 1.416-1
of the Treasury Regulations) for Key Employees of the Employer exceeds sixty
percent (60%) of a similar sum determined for all Employees. If for a given
Plan Year the Plan is a member of a Required Aggregation Group, the Plan shall
be a Top Heavy Plan for such Plan Year if, as of the Plan's Determination Date
for such Plan Year, both the Required Aggregation Group and the Permissive
Aggregation Group that include the Plan are Top Heavy Groups (herein so
called). A "Top Heavy Group" is any Required Aggregation Group or Permissive
Aggregation Group if the sum (determined as of the Determination Dates for the
plans in such group that fall within the same calendar year) of (i) the present
value of the accrued benefits (determined in accordance with section 1.416-1 of
the Treasury Regulations) for Key Employees under all defined benefit plans
(within the meaning of section 414(j) of the Code) included in such group and
(ii) the accrued benefits (determined in accordance with section 1.416-1 of the
Treasury Regulations) of Key Employees under all defined contribution plans
(within the meaning of section 414(i) of the Code) included in such group
exceeds sixty percent (60%) of a similar sum determined for all Aggregation
Employees.

For purpose of determining the present value of the accrued benefit of any
employee, the present value shall be increased, as required by section 1.416-1
of the Treasury Regulations, by the aggregate distributions made with respect
to such Employee under the Plan during the five (5) year period ending on the
Determination Date for such Plan, and under any terminated Plan that, if it had
not been terminated, would have been included in the Required Aggregation
Group. Notwithstanding the foregoing provisions of this Section 9.2(k), if any
individual has not performed services for any employer maintaining the Plan at
any time during the five (5) year period ending on the Determination Date for
such Plan, any accrued benefit for such individual (and the account of such
individual) shall not be taken into account.

Except to the extent provided in Regulations of the Secretary of the Treasury,
any Rollover Contribution (or similar transfer) initiated by an Employee and
made after December 31, 1983, to a Plan shall not be taken into account with
respect to the transferee Plan for purposes of determining whether such Plan is
a Top Heavy Plan (or whether any aggregation group which includes such Plan is
a Top Heavy Group). If any individual is not a Key Employee with respect to a
Plan in the aggregation group for any Plan Year, but such individual was a Key
Employee with respect to a Plan in the aggregation group for any prior Plan
Year, any accrued benefit for such Employee and the account of such employee
shall not be taken into consideration in making a determination of the top
heavy status of the Plan. Each Plan in a Top Heavy Group shall be deemed a Top
Heavy Plan.

SALARIED PROFIT SHARING
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<PAGE> 77
(l) "Super Top Heavy Plan" shall mean a Top Heavy Plan if
--------------------
the plan would be a Top Heavy Plan if "ninety percent (90%)" were substituted
for "sixty percent (60%)" each place it appears in Section 9.2(k) above.

9.3 Additional Limitation - Defined Benefit Plan.
--------------------------------------------

(a) Super Top Heavy Plan Years. If during a Plan Year
--------------------------
this Plan is a Super Top Heavy Plan and a Participant also participates in one
or more qualified defined benefit plans (within the meaning of section 414(j)
of the Code) maintained by the Employer or a Related Employer, the maximum
amount otherwise allocable to his Accounts under Section 6.5 for any Limitation
Year that contains any portion of the Plan Year during which this Plan is a
Super Top Heavy Plan shall be reduced to the extent necessary to ensure that
the sum of the Defined Benefit Fraction (within the meaning of Section 6.11(c))
for the Limitation Year plus the Defined Contribution Fraction (within the
meaning of Section 6.11(c)) for the Limitation Year does not exceed one (1.0).
For this purpose the Defined Benefit Fraction shall have a denominator that
shall be an amount equal to the lesser of: (i) the product of one (1.0)
------
multiplied by the dollar limitation in effect for such year under section
415(b)(1)(A) of the Code or (ii) the product of one and four-tenths (1.4)
multiplied by the amount that may be taken into account for such year under
section 415(b)(1)(B) of the Code with respect to such Participant. The Defined
Contribution Fraction shall have a denominator that shall be the sum of the
lesser of the following amounts determined for each defined contribution plan
- ------
maintained by the Employer or a Related Employer as of the close of the
Limitation Year and in which the Participant has an account for the Limitation
Year and for each prior year of service with the Employer: (i) the product of
one (1.0) multiplied by the dollar limitation in effect for such year under
subsection 415(c)(1)(A) of the Code (determined without regard to section
415(c)(6) of the Code) or (ii) the product of one and four-tenths (1.4)
multiplied by the amount that may be taken into account under section
415(c)(1)(B) of the Code with respect to such individual under such defined
contribution plans for the Limitation Year.

(b) Top Heavy Plan Years. If during a Plan Year this Plan
--------------------
is a Top Heavy Plan but not a Super Top Heavy Plan, the provisions of Section
9.3(a) shall nevertheless be applicable to the Plan and the Plan shall be
deemed a Super Top Heavy Plan for the purposes of Section 9.3(a) if either of
the following conditions are satisfied:

(i) The Employer fails to make a contribution for
the Plan Year for the benefit of each non-Key Employee Participant who
is employed by the Employer on the last day of the Plan Year; or

(ii) The Employer's contribution for the Plan Year
allocated to any non-Key Employee's Employer contribution accounts,
when aggregated with the amounts of the Employer's contributions for
the Plan Year allocated to such non-Key Employee's accounts under all
other defined contribution plans (within the meaning of section 414(i)
of the Code) maintained by the Employer, and when expressed as a
percentage of such non-Key Employee's Compensation for the Plan Year,
is less than the lesser of:
------

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(A) Four percent (4%); or

(B) The "highest applicable percentage
for the Plan Year."

For purposes of this Section 9.3(b), the "highest applicable percentage for the
Plan Year" is the greatest percentage that can be obtained with respect to the
group of Key Employee Participants for the Plan Year as a result of dividing
with respect to each Key Employee Participant (A) the aggregate for the Plan
Year of the Employer's contributions allocated to such Key Employee
Participant's Employer contribution account and to such Key Employee
Participant's accounts under all other defined contribution plans (within the
meaning of section 414(i) of the Code) maintained by the Employer by (B) such
Key Employee Participant's Compensation for the Plan Year.

(c) Special Rule. Notwithstanding the foregoing
------------
provisions of this Section 9.3, if for any Plan Year the Plan is a Top Heavy
Plan or Super Top Heavy Plan, the sum of the Defined Benefit Fraction (within
the meaning of Section 6.11(c)) and the Defined Contribution Fraction (within
the meaning of Section 6.11(c)) for a Limitation Year may in the case of a
Participant exceed one (1.0) (but not one and one-fourth (1.25)) if, but only
if, there are no further benefit accruals for that individual under any defined
benefit plan (within the meaning of section 414(j) of the Code) maintained by
the Employer or a Related Employer and no further annual additions (within the
meaning of section 415(c)(2) of the Code) for that individual under any defined
contribution plan (within the meaning of section 414(i) of the Code) maintained
by the Employer or any Related Employer until the sum of such fractions
satisfies the rules of section 415(e) of the Code using the one (1.0) factor
for that individual.

9.4 Minimum Benefit. During any Plan Year in which this Plan is a
---------------
Top Heavy Plan, notwithstanding the provisions of Section 6.5, the Employer
shall make an aggregate contribution to this Plan and any Related Plan for the
benefit of each Participant who is an Employee and is not a Key Employee and
who was in the Service of the Employer on the last day of the Plan Year in an
amount which when allocated to the accounts of each Participant who is not a
Key Employee and expressed as a percentage of each such Participant's
compensation, is equal to or exceeds the lesser of:

(i) Three percent (3%) of such non-Key Employee
Participant's Compensation; or

(ii) A percentage of such non-Key Employee
Participant's Compensation, such percentage being equal to the
percentage at which contributions and Forfeitures are made under the
Plan for such year for the Key Employee for whom such percentage is
the highest.

The amount to be allocated to non-Key Employee Participants pursuant to this
Section 9.4 shall include any amounts otherwise allocable under Section 6.4
(except for Employer Salary Reduction Contributions) and shall not be in
addition thereto. Employer Salary Reduction Contributions cannot be used to
satisfy the minimum contribution requirement for non-Key

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Employees under this Section 9.4. An Employee who is not a Key Employee may not
fail to accrue a minimum benefit under this Section 9.4 because either (1) such
Employee is otherwise excluded from participation (or accrues no benefit)
merely because the Employee's Compensation is less than a stated amount or (2)
the Employee is otherwise excluded from participation (or accrued no benefit)
merely because of a failure to make mandatory Employee contributions.

In addition, notwithstanding the preceding provisions of this Section 9.4, the
following rules shall apply for purposes of determining whether the minimum
benefit provisions of this Section 9.4 have been satisfied in the event that
during a Plan Year the Employer maintains two (2) or more Plans (within the
meaning of section 1.401-1(b) of the Treasury Regulations) that are Top Heavy
Plans or Super Top Heavy Plans for a Plan Year.

If the Employer maintains during a Plan Year two (2) or more defined
contribution plans (within the meaning of section 414(i) of the Code), one (1)
of which is a money purchase pension plan (within the meaning of section
1.401-1(b)(1)(i) of the Treasury Regulations), the minimum Employer
contribution and benefits required by this Section 9.4 on behalf a Participant
who is not a Key Employee and who participates in both the money purchase
pension plan and this Plan shall, unless provided otherwise in the money
purchase pension plan, be provided under the money purchase pension plan to the
extent such plan provides for an Employer contribution sufficient to satisfy
such minimum, and only to the extent that such minimum is not provided under
the money purchase pension plan shall any portion of such minimum contribution
and benefits be provided under this Plan.

If the Participant participates in two (2) or more such defined contribution
plans that are not money purchase pension plans and one (1) of such plans
requires Employer contributions for a Plan Year but the other plan does not
require Employer contributions for a plan year, the minimum Employer
contribution and benefits required by this Section 9.4 shall be provided under
the plan that requires Employer contributions, and only to the extent such
minimum is not provided under such plan shall such minimum be provided under
the plan or plans that do not require Employer contributions.

If during a Plan Year, the Employer maintains this Plan and a defined benefit
plan (within the meaning of section 414(j) of the Code) and a Participant who
is not a Key Employee participates in both of such plans, then if such
Participant is entitled to accrue a benefit under such defined benefit plan
with respect to such Plan Year, and such Participant has accrued a benefit
equal to or in excess of the lesser of:
------

(i) Two percent (2%) multiplied by his number of
years of Eligibility Service (as defined in Article III); or

(ii) Twenty percent (20%) multiplied by the
Participant's average Compensation during the five (5) consecutive
year period during which the Participant had the greatest aggregate
Compensation from the Employer.

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The Employer shall not be required to provide for such Participant under this
Plan the minimum benefit otherwise required under this Section 9.4; provided,
however, that if this Plan requires or is amended to require an Employer
contribution for a Plan Year, the minimum benefit accrual under the defined
benefit plan shall be offset by the benefits provided under this Plan for such
Plan Year as provided in section 1.416-1, M-12, of the Treasury Regulations.

If for a Plan Year this Plan is a Top Heavy Plan, but not a Super Top Heavy
Plan, and the Employer makes contributions on behalf of a Participant under
both this Plan and a defined benefit plan (within the meaning of section 414(j)
of the Code) and the Employer wishes to use a factor of one and one-fourth
(1.25) rather than one (1.0) as a limitation on the sum of the Defined
Contribution Fraction (within the meaning of Section 6.11(c)) and Defined
Benefit Fraction (within the meaning of Section 6.11(c)) for the Limitation
Year, then the defined benefit plan minimum benefit accrual specified above
shall be increased by one (1) percentage point (up to a maximum of ten (10)
percentage points) for each year of Eligibility Service (within the meaning of
Section 3.2) within which a Plan Year during which this Plan was a Top Heavy
Plan or Super Top Heavy Plan ended; provided that no such year of Eligibility
Service completed during a Plan Year beginning prior to January 1, 1984, shall
be counted for such purpose. Nothing in this Section 9.4 shall prohibit the
Employer from making contributions in excess of the minimums stated herein
provided such contributions are otherwise in accordance with the provisions of
the Plan or other plan pursuant to which they are made.

9.5 Termination of Service Prior to Normal Retirement Age. If
-----------------------------------------------------
during any Plan Year a Participant has performed at least one (1) Hour of
Service for the Employer and the Plan is a Top Heavy Plan, such Participant
shall have a fully vested, non-forfeitable interest in his Accrued Benefit
attributable to his Qualified Affiliated Account and Employer Profit Sharing
Contribution Account, if his Service with the Employer terminates prior to his
Normal Retirement Age or Early Retirement Age for any reason other than death
or Total and Permanent Disability, that is not less than as determined in
accordance with the following schedule:

Percent Deemed
Years of Vesting Service Vested
------------------------ --------------

Less than 1 year 0%
1 year but less than 2 10%
2 years but less than 3 20%
3 years but less than 4 45%
4 years but less than 5 70%
5 years or more 100%

Notwithstanding any of the foregoing, if during any prior Plan Year the Plan
was a Top Heavy Plan and in any subsequent Plan Year the Plan ceases to be a
Top Heavy Plan, the rights of a Participant who had performed at least one (1)
Hour of Service during the Period the Plan was a Top Heavy Plan in and to his
Accrued Benefit attributable to his Employer

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Matching Contribution Account shall not be less than his vested rights during
the period that the Plan was a Top Heavy Plan. Provided, further, any
Participant who has three (3) or more Years of Service at the beginning of a
Plan Year in which the Plan ceases to be a Top Heavy Plan shall have the right
to elect, within a reasonable time of the beginning of the Plan Year in which
the Plan ceases to be a Top Heavy Plan, to have his vested percentage under
this Plan computed in accordance with the schedule applicable to Plan Years in
which the Plan is a Top Heavy Plan. Any election made under this Section 9.5
shall be made in the manner specified by Section 10.5 as if such change in
vesting schedule had been made by way of an amendment.

____________________
End of Article IX

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<PAGE> 82

ARTICLE X

EMPLOYER ADMINISTRATIVE PROVISIONS
----------------------------------

10.1 Information. The Employer shall, upon request or as may be
-----------
specifically required hereunder, furnish or cause to be furnished, all of the
information or documentation which is necessary or required by the Committees
and Trustee to perform their respective duties and functions under the Plan.
The Employer's records as to the current information the Employer furnishes to
the Committees and Trustee shall be conclusive as to all persons.

10.2 No Liability. Subject to Article XIII hereof, the Employer
------------
assumes no obligation or responsibility to any of the Employees, Participants,
or Beneficiaries for any act of, or failure to act, on the part of the
Committees or the Trustee.

10.3 Employer Action. Any action required of the Employer shall be
---------------
by resolution of its Board of Directors or by a person authorized to act by
Board resolution.

10.4 Indemnity. The Employer indemnifies and saves harmless the
---------
Board of Directors, individual Trustee(s), and the members of the Committees,
and each of them, from and against any and all loss resulting from liability to
which the Board of Directors, individual Trustee(s), and the Committees, or the
members of the Board of Directors and Committees, may be subjected by reason of
any act or conduct (except willful or reckless misconduct) in their official
capacities in the administration of this Plan or Trust or both, including all
expenses reasonably incurred in their defense. In the event that the Employer
fails to provide such defense, the costs of such defense shall be paid from the
Trust Fund; provided however, that no indemnification may be made from the
Trust Fund pursuant to this Section 10.4 to the extent that such
indemnification would relieve the Board of Directors, individual Trustees, or
any members of the Committees from any liability they may have under the Act
for breach of fiduciary duty.

10.5 Amendment to Vesting Schedule. Although the Employer reserves
-----------------------------
the right to amend the vesting schedule set out in Section 7.5 at any time, the
Employer shall not amend the vesting schedule (and no amendment shall be
effective) if the amendment would reduce the nonforfeitable percentage of any
Participant's Accrued Benefit derived from Employer contributions (determined
as of the later of the date the Employer adopts the amendment, or the date the
amendment becomes effective) to a percentage less than the nonforfeitable
percentage computed under the Plan without regard to the amendment.

In the event the vesting schedule of this Plan is amended, and any Participant
who has completed at least three (3) Years of Service, as defined in Section
7.6, may elect to have his Vested Accrued Benefit computed under the Plan
without regard to such amendment by notifying the Administrative Committee in
writing during the election period hereinafter described. The election period
shall begin on the date such amendment is adopted and shall end no earlier than
the latest of the following dates:
------

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(a) The date which is sixty (60) days after the day such
amendment is adopted;

(b) The date which is sixty (60) days after the day such
amendment becomes effective; or

(c) The date which is sixty (60) days after the day the
Participant is given written notice of such amendment by the Administrative
Committee.

Any election made pursuant to this Section 10.5 shall be irrevocable. The
Administrative Committee, as soon as practicable, shall forward a true copy of
any amendment to the vesting schedule to each affected Participant, together
with an explanation of the effect of the amendment, the appropriate form upon
which the Participant may make an election to remain under the vesting schedule
provided under the Plan prior to the amendment, and notice of the time within
which the Participant must make an election to remain under the prior vesting
schedule.

____________________
End of Article X

SALARIED PROFIT SHARING
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<PAGE> 84
ARTICLE XI

COMMITTEES - ADMINISTRATION AND INVESTMENT PROVISIONS
-----------------------------------------------------

11.1 Membership. The Plan will be administered by an Administrative
----------
Committee consisting of no less than three (3) nor more than eight (8) members
appointed by the Company and the Plan investments may be directed by an
Investment Committee consisting of no less than three (3) nor more than eight
(8) members appointed by the Company. A Committee member may resign at any time
by giving thirty (30) days' advance written notice to the Company and the
other Committee members. The Company may remove a Committee member by giving
advance written notice to him and the other Committee members. The members of
both Committees may be identical, and if no members are appointed to the
Investment Committee, the members of the Administrative Committee shall be
deemed the members of the Investment Committee. Whenever the members of the
Committees are identical, such members shall constitute a single Committee
possessing the rights and powers of both Committees.

11.2 Term. Each member of each Committee shall serve until his
----
successor is appointed. Any member of either Committee may be removed by the
Board of Directors with or without cause, which shall have the power to fill
any vacancy which may occur. A Committee member may resign upon written notice
to the Company.

11.3 Compensation. The members of the Committees shall serve
------------
without compensation for services as such, but the Employer shall pay all
expenses of both Committees, including the expenses for any bond required under
section 412 of the Act. To the extent such expenses are not paid by the
Employer, they shall be paid by the Trustee from the Trust Fund.

11.4 Powers of Administrative Committee. Subject to Article XIII
----------------------------------
hereof, the Administrative Committee shall have the following powers and
duties:

(a) To direct the administration of the Plan in
accordance with the provisions herein set forth;

(b) To adopt rules of procedure and regulations necessary
for the administration of the Plan provided the rules are not inconsistent with
the terms of the Plan;

(c) To determine all questions with regard to rights of
Employees, Participants, and Beneficiaries under the Plan, including but not
limited to rights of eligibility of an Employee to participate in the Plan, the
value of a Participant's Accrued Benefit, and the Vested Accrued Benefit of
each Participant.

(d) To enforce the terms of the Plan and the rules and
regulations it adopts;

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(e) To direct the Trustee with respect to the crediting
and distribution of the Trust Fund and all other matters within its discretion
as provided in the Trust Agreement;

(f) To review and render decisions respecting a claim
for, (or denial of a claim for) a benefit under the Plan;

(g) To furnish the Employer with information which the
Employer may require for tax or other purposes;

(h) To engage the service of counsel (who may, if
appropriate, be counsel for the Employer) and agents whom it may deem advisable
to assist it with the performance of its duties;

(i) To prescribe procedures to be followed by
distributees in obtaining benefits;

(j) To receive from the Employer and from Employees such
information as shall be necessary for the proper administration of the Plan;

(k) To receive and review reports of the financial
condition and of the receipts and disbursements of the Trust Fund from the
Trustee;

(l) To establish a nondiscriminatory policy which the
Trustee shall observe in making loans, if any, to Participants;

(m) To maintain, or cause to be maintained, separate
Accounts in the name of each Participant to reflect the Participant's Accrued
Benefit under the Plan;

(n) To select a secretary, who need not be a member of
the Administrative Committee;

(o) To interpret and construe the Plan; and

(p) To furnish the Employer with information that the
Employer may require for tax or other purposes.

11.5 Powers of Investment Committee. The Investment Committee shall
------------------------------
have the following powers and duties:

(a) To direct the Trustee in the investment,
reinvestment, and disposition of the Trust Fund as provided in the Trust
Agreement and pursuant to the investment directions received from Participants
pursuant to Section 12.14;

SALARIED PROFIT SHARING
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(b) To engage the service of counsel (who may, if
appropriate, be counsel for the Employer) and agents whom it may deem advisable
to assist with the performance of its duties;

(c) To receive and review reports of the financial
condition and of the receipts and disbursements of the Trust Fund from the
Trustee;

(d) To engage the services of an Investment Manager or
Managers (as defined in Act section 3(38)), each of whom shall have full power
and authority to manage, acquire or dispose (or direct the Trustee with respect
to acquisition or disposition) of any Plan asset under its control;

(e) To select a secretary, who need not be a member of
the Investment Committee; and

(f) To interpret and construe the Plan with respect to
the investment, reinvestment and disposition of Plan assets.

11.6 Manner of Action. The decision of a majority of the members of
----------------
each Committee appointed and qualified shall control. In case of a vacancy in
the membership of the Committees, the remaining members of the respective
Committee may exercise any and all of the powers, authorities, duties, and
discretions conferred upon such Committee pending the filling of the vacancy.
The Committees may, but need not, call or hold formal meetings. Any decisions
made or action taken pursuant to written approval of a majority of the then
members shall be sufficient. Each Committee shall maintain adequate records of
its decisions.

11.7 Authorized Representative. Each Committee may authorize any
-------------------------
one of its members, or its secretary, to sign on its behalf any notices,
directions, applications, certificates, consents, approvals, waivers, letters,
or other documents. Each Committee must evidence this authority by an
instrument signed by all its respective members and filed with the Trustee.

11.8 Nondiscrimination. The Administrative Committee shall
-----------------
administer the Plan in a uniform, nondiscriminatory manner for the exclusive
benefit of the Participants and their Beneficiaries.

11.9 Interested Member. No member of the Administrative Committee
-----------------
may decide or determine any matter concerning the distribution, nature, or
method of settlement of his own benefits under the Plan unless there is only
one (1) person acting alone in the capacity as the Administrative Committee.

11.10 Funding Policy. The Investment Committee shall review, not
--------------
less often than annually, all pertinent Employee information and Plan data in
order to establish the funding policy of the Plan and to determine the
appropriate methods of carrying out the Plan's objectives. The Investment
Committee shall communicate annually to the Trustee and to

SALARIED PROFIT SHARING
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any Plan Investment Manager, if any, the Plan's short-term and long-term
financial needs so investment policy can be coordinated with Plan financial
requirements.

11.11 Individual Statement. As soon as practicable after the last
--------------------
Valuation Date of each Plan Year but within the time, following such Valuation
Date, prescribed by the Act and the regulations under the Act, the
Administrative Committee will deliver to each Participant (and to each
Beneficiary) a statement reflecting the condition of his Accrued Benefit in the
Trust Fund as of that date and such other information the Act requires be
furnished the Participant or Beneficiary. No Participant, except a member of
the Administrative Committee or Investment Committee, shall have the right to
inspect the records reflecting the Account of any other Participant.

11.12 Books and Records. The Administrative Committee shall
-----------------
maintain, or cause to be maintained, records which will adequately disclose at
all times the state of the Trust Fund and of each separate interest therein.
The books, forms, and methods of accounting shall be the responsibility of the
Administrative Committee.

____________________
End of Article XI

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ARTICLE XII

PARTICIPANT ADMINISTRATIVE PROVISIONS
-------------------------------------

12.1 Beneficiary Designation. Except to the extent that a married
-----------------------
Participant's right to name a Beneficiary is limited by Sections 2.1(j) and
8.10, each Participant may from time to time designate, in a written instrument
signed by the Participant, a Beneficiary or Beneficiaries (who may be
designated concurrently, contingently, or successively) to whom the Trustee
shall pay his Accrued Benefit in the Trust Fund on event of his death. The
Administrative Committee shall prescribe the form for the written designation
of Beneficiary (and if necessary under any insurance contract, the Beneficiary
designation to be filed with the insurance company that issued the contract)
and, upon the Participant's filing the form with the Administrative Committee,
it effectively shall revoke all designations filed prior to that date by the
same Participant. As a condition to any married Participant designating a
Beneficiary other than his spouse, the Administrative Committee may require the
spouse's consent. In addition, the Beneficiary of a deceased Participant shall
not designate another Beneficiary under this paragraph.

12.2 No Beneficiary Designation. Except to the extent otherwise
--------------------------
provided in Sections 2.1(j) and 8.10, if a Participant fails to name a
Beneficiary in accordance with Section 12.1, or if the Beneficiary named by a
Participant predeceases him or dies before complete distribution of the
Participant's interest in the Trust, then the Administrative Committee may, in
its discretion, direct the Trustee to pay the Participant's Accrued Benefit in
lump sum:

(a) To or for the benefit of any one or more of his
relatives by blood, marriage or adoption, and in such proportions as the
Administrative Committee determines; and

(b) To the legal representative or representatives of the
estate of the last to die of the Participant and his designated Beneficiary.

12.3 Personal Data to Administrative Committee. Each Participant
-----------------------------------------
and Beneficiary must furnish to the Administrative Committee evidence, data, or
information as the Administrative Committee considers necessary or desirable
for the purpose of administering the Plan. The provisions of this Plan are
effective for the benefit of each Participant upon the condition precedent that
each Participant will furnish promptly full, true, and complete evidence, data,
and information when requested by the Administrative Committees, provided the
Administrative Committee shall advise each Participant of the effect of his
failure to comply with its request.

12.4 Address for Notification. Each Participant and each
------------------------
Beneficiary of a deceased Participant shall file with the Administrative
Committee, in writing, his post office address, and each subsequent change of
such post office address. Any payment or distribution hereunder, and any
communication addressed to a Participant or his Beneficiary, at the last
address filed with the Administrative Committee, or if no such address has been

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filed, then the last address indicated on the records of the Employer shall be
deemed to have been delivered to the Participant or his Beneficiary on the date
that such distribution or communication is deposited in the United States Mail,
postage prepaid.

12.5 Assignment or Alienation. No benefit payable under the Plan
------------------------
shall be subject in any manner to alienation, sale, transfer, assignment,
pledge, encumbrance, charge, garnishment, execution, or levy of any kind,
either voluntary or involuntary, except to the extent provided under a
Qualified Domestic Relations Order, prior to actually being received by the
person entitled to the benefit under the terms of the Plan. The Trust Fund
shall not in any manner be liable for, or subject to, the debts, contracts,
liabilities, engagements, or torts of any person entitled to benefits
hereunder, except to the extent that under a Qualified Domestic Relations Order
the Trustee is required to pay over a Participant's Accrued Benefit hereunder
to an Alternate Payee. In the event an Employer or the Trustee receives written
notice of an adverse claim to a benefit distributable or being paid to a
Participant, Former Participant or Beneficiary, the Trustee may suspend
payment(s) of such benefit until such matter is resolved to the satisfaction of
the Trustee.

12.6 Litigation Against the Trust. If any legal action filed
----------------------------
against the Trustee, Board of Directors, or the Committees, or against any
member or members of the Committees or Board of Directors, by or on behalf of
any Participant or Beneficiary, results adversely to the Participant or to the
Beneficiary, the Trustee shall reimburse itself, the Board of Directors,
Committees, and any member or members of the Committees or Board of Directors,
all costs and fees expended by it or them by surcharging all costs and fees
against the sums payable under the Plan to the Participant or to the
Beneficiary, but only to the extent a court of competent jurisdiction
specifically authorizes and directs any such surcharges and only to the extent
permitted under Section 401(a)(13) of the Code.

12.7 Information Available. Any Participant in the Plan or any
---------------------
Beneficiary may examine copies of the Plan description, latest annual report,
any bargaining agreement, this Plan and Trust, contract, or any other
instrument under which the Plan was established or is operated. The
Administrative Committee will maintain all of the items listed in this Section
12.7 in its office, or in such other place or places as it may designate from
time to time in order to comply with the regulations issued under the Act, for
examination during reasonable business hours. Upon the written request of a
Participant or Beneficiary the Administrative Committee shall furnish him with
a copy of any item listed in this Section. The Administrative Committee may
make a reasonable charge to the requesting person for the copy so furnished.

12.8 Beneficiary's Right to Information. A Beneficiary's right to
----------------------------------
(and the Committees', or a Trustee's duty to provide to the Beneficiary)
information or data concerning the Plan shall not arise until he first becomes
entitled to receive a benefit under the Plan.

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12.9 Claims Procedure.
----------------

(a) General. Except in the case of early retirement,
-------
prior to or upon becoming entitled to receive a benefit hereunder, a
Participant or Beneficiary shall file a claim for such benefit with the
Administrative Committee at the time and in the manner prescribed thereby.
Notwithstanding the immediately preceding sentence, the Administrative
Committee may direct the Trustee to commence payment of a Participant's or
Beneficiary's benefits hereunder without requiring the filing of a claim
therefor if the Administrative Committee has knowledge of such Participant's or
Beneficiary's whereabouts.

(b) Early Retirement Benefits. A Participant who is
-------------------------
eligible to apply for an early retirement benefit under Section 7.2 hereof and
elects to do so shall file an application therefor with the Administrative
Committee at the time and in the manner prescribed thereby.

12.10 Appeal Procedure for Denial of Benefits. The Administrative
---------------------------------------
Committee shall provide adequate notice in writing to any Claimant whose claim
for benefits under the Plan the Administrative Committee has denied. Such
notice must be sent within ninety (90) days of the date the claim is received
by the Administrative Committee unless special circumstances require an
extension of time for processing the claim. Such extension shall not exceed
ninety (90) days and no extension shall be allowed unless, within the initial
ninety (90) day period, the Claimant is sent an extension notice indicating the
special circumstances requiring the extension and specifying a date by which
the Administrative Committee expects to render its final decision. The
Administrative Committee's notice of denial to the Claimant shall set forth:

(a) The specific reason or reasons for the denial;

(b) Specific references to pertinent Plan provisions on
which the Administrative Committee based its denial;

(c) A description of any additional material and
information needed for the Claimant to perfect his claim and an explanation of
why the material or information is needed;

(d) A statement that the Claimant may:

(i) Request a review upon written application to
the Committee;

(ii) Review pertinent Plan documents; and

(iii) Submit issues and comments in writing.

(e) That any appeal the Claimant wishes to make of the
adverse determination must be in writing to the Administrative Committee within
sixty (60) days after receipt of the Administrative Committee's notice of
denial of benefits. The

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Administrative Committee's notice must further advise the Claimant that his
failure to appeal the action to the Administrative Committee in writing within
the sixty (60) day period will render the Administrative Committee's
determination final, binding, and conclusive.

If the Claimant should appeal to the Administrative Committee, he, or his duly
authorized representative, may submit, in writing, whatever issues and comments
he, or his duly authorized representative, feels are pertinent. The
Administrative Committee shall reexamine all facts related to the appeal and
make a final determination as to whether the denial of benefits is justified
under the circumstances. The Administrative Committee shall advise the Claimant
in writing of its decision on his appeal, the specific reasons for the
decision, and the specific Plan provisions on which the decision is based. The
notice of the decision shall be given within sixty (60) days of the Claimant's
written request for review, unless special circumstances (such as a hearing)
would make the rendering of a decision within the sixty (60) day period
infeasible, but in no event shall the Administrative Committee render a
decision regarding the denial of a claim for benefits later than one hundred
and twenty (120) days after its receipt of a request for review. If an
extension of time for review is required because of special circumstances,
written notice of the extension shall be furnished to the Claimant prior to the
date the extension period commences.

The Administrative Committee's notice of denial of benefits shall identify the
name of each member of the Administrative Committee and the name and address of
the Administrative Committee member to whom the Claimant may forward his
appeal.

12.11 Place of Payment and Proof of Continued Eligibility. As
---------------------------------------------------
required by Section 12.4, each Participant and Beneficiary shall file with the
Administrative Committee from time to time in writing his post office address
and each change of post office address. Any check representing payment
hereunder and any communication addressed to a Participant, a former
Participant, or Beneficiary at his last address filed with the Administrative
Committee, or if no such address has been filed, then at his last address as
indicated on the records of the Employer, shall be deemed to have been
delivered to such person on the date on which such check or communication is
deposited in the United States mail, postage prepaid. If the Administrative
Committee, for any reason, is in doubt as to whether payments under the Plan
are being received by the person entitled thereto, it shall, by certified or
registered mail addressed to the person concerned, at his address last known to
the Administrative Committee, notify such person that all unmailed and future
Plan benefit payments shall be withheld until he provides the Administrative
Committee with evidence of his entitlement to such benefit and his proper
mailing address.

12.12 No Rights Implied. Nothing contained in this Plan, or with
-----------------
respect to the establishment of the Trust, or any modification or amendment to
the Plan or Trust, or in the creation of any Account, or the payment of any
benefit, shall give any Employee, Participant, or any Beneficiary any right to
continue employment, any legal or equitable right against the Employer or any
officer, director, or Employee of the Employer, or against the Trustee, or its
agents or employees, except as expressly provided by the Plan, the Trust or the
Act.

12.13 Insurance Contracts.
-------------------

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(a) Insurance Election. Subject to the conditions and
------------------
limitations set forth below, each Participant may elect to have his Employer
Profit Sharing Account balance invested in individual ordinary life insurance
contracts, term life insurance contracts, or endowment or retirement income
contracts (referred to herein as "insurance contracts") issued by one or more
legal reserve life insurance companies authorized to issue such contracts. The
Administrative Committee will determine the insurer and the provisions of any
insurance contracts which are to be issued and will direct the Trustee as to
the purchase of such insurance contracts. Subject to the provisions of Sections
2.1(j) and 8.10, the Participant may designate the Beneficiary or Beneficiaries
of any death benefits payable under such contracts. With respect to contracts
purchased and held by the Trustee under the Plan, the following rules shall
apply:

(i) Unless waived by the Administrative
Committee, each election by a Participant under this subsection must
be in writing and filed with the Administrative Committee at such time
and in such form as the Administrative Committee determines;

(ii) The Administrative Committee shall not direct
the Trustee to pay a premium on any policy if such premium exceeds an
amount equal to that portion of the Participant's Employer Profit
Sharing Account balance which he would be entitled to receive if he
terminated Service under Section 7.5 of this Plan on the premium
payment date;

(iii) Any premium payment made on an ordinary life
insurance contract for a Participant will be limited so that the total
amount of such premium and the aggregate policy premiums theretofore
paid by the Trustee for that Participant will be less than an amount
equal to fifty percent (50%) of the total of the Employer
contributions and Forfeitures theretofore credited to the
Participant's Account under the Plan.

(iv) Any premium payment made on a term life
insurance contract for a Participant will be limited so that the total
amount of such premium and the aggregate policy premiums theretofore
paid by the Trustee for that Participant will be less than an amount
equal to twenty-five percent (25%) of the total of the Employer
contributions and Forfeitures theretofore credited to the
Participant's Account under the Plan.

(b) Premium Accounting. Premiums paid on contracts
------------------
purchased and held by the Trustee under this Section 12.13(b) will be charged
in accordance with Section 6.3 to the respective Accounts of the Participants
on the Valuation Date coincident with or next following the date such premium
payment is made. In determining the Adjusted Net Worth of the Trust Fund as of
each Valuation Date, the Administrative Committee shall disregard both the
value of any insurance contracts purchased and held by the Trustee on behalf of
Participants and any policy proceeds received by the Trustee since the last
preceding Valuation Date.

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(c) Manner of Distributing Insurance Benefits. After the
-----------------------------------------
date each Participant terminates Service, or such later date as of which
benefits commence under the Plan, any insurance contract issued for such
Participant shall either be assigned to him or surrendered for cash and the
cash proceeds applied for the benefit of such Participant by any of the methods
described in Section 8.2. In the event of the death of a Participant, any such
policy may be assigned to his Beneficiary or the proceeds thereof may be
applied for the benefit of such Participant's Beneficiary by any of the methods
described in Section 8.2. Prior to the assignment or delivery of any contract,
the contract shall be rendered nontransferable by the assignee or transferee
except by surrender to the issuing insurance company.

12.14 Participant Directed Investments.
--------------------------------

(a) Participant Direction of Investments. Each
------------------------------------
Participant shall direct the investment of the contributions made to his
Accounts among the investment vehicles available under this Plan. The
Participant shall file such direction with the Administrative Committee on such
forms, at such times and in such manner as the Administrative Committee may
provide, which shall specify the allocation of contributions among such
investment vehicles.

A Participant or former Participant may, once each July 1, modify his
investment direction with respect to (i) future contributions (ii) the future
investment of prior contributions, or (iii) both, by filing a new investment
direction form with the Administrative Committee. Such change in investment
direction shall become effective July 1. The Administrative Committee shall
promptly communicate the investment directions and changes thereto of each
Participant to the Trustee.

(b) Investment of Funds. In accordance with Section
-------------------
12.14(a), each Participant shall direct the investment of the contributions
made to his Accounts to one or more of the investment vehicles made available
by the Administrative Committee; provided that no more than ten percent (10%)
of the amounts credited to a Participant's Account shall be invested in the
stock of the Company. In the event that no investment direction is received
from a Participant, the amounts credited to such Participant's Accounts shall
be invested by the Trustee as directed by the Investment Committee in its sole
and absolute discretion.

(c) Voting of Company Stock. Unless otherwise required by
-----------------------
law, the Trustee shall vote the Company stock held in the Trust Fund for the
respective Accounts of the Plan Participants. On issues where Participants are
required to vote the Company Stock allocated to their Accounts the Participant
shall be entitled to direct the Trustee as to the manner in which such Company
Stock shall be voted. Any such Participant voting directions may be certified
to the Trustee by the Administrative Committee or any agent designated thereby.
Company Stock with respect to which no such direction shall be

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received and fractional shares shall be voted by the Trustee in the same
proportions as are shares of Company Stock as to which voting instructions have
been received.

____________________
End of Article XII

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ARTICLE XIII

FIDUCIARIES DUTIES
------------------

13.1 Fiduciaries. The "Fiduciaries" of the Plan shall be the
-----------
following:

(a) The Employer;

(b) The Administrative Committee;

(d) The Trustee; and

(e) Such other person or persons that are designated to
carry out fiduciary responsibilities under the Plan in accordance with Section
13.3(c) hereof.

Any person or group of persons may serve in more than one fiduciary capacity
with respect to the Plan. A Fiduciary may employ one or more persons to render
advice with regard to any responsibility such Fiduciary has under the Plan.

13.2 Allocation of Responsibilities. The powers and
------------------------------
responsibilities of the Fiduciaries are hereby allocated as indicated below:

(a) Employer. The Employer shall be responsible for all
--------
functions assigned or reserved to it under the Plan and Trust Agreement. Any
authority assigned or reserved to the Employer under the Plan and Trust
Agreement shall be exercised by resolution of the Employer's Board of
Directors.

(b) Administrative Committee. The Administrative
------------------------
Committee shall have the responsibility and authority to control the operation
and administration of the Plan in accordance with the terms of the Plan and
Trust Agreement, except with respect to duties and responsibilities
specifically allocated to other fiduciaries. The Administrative Committee shall
have the authority to issue written directions to the Trustee to the extent
provided in the Trust Agreement. The Trustee shall follow the Administrative
Committee's directions unless it is clear that the actions to be taken under
those directions would be violations of applicable fiduciary standards or would
be contrary to the terms of the Plan or Trust Agreement.

(c) Investment Committee. The Investment Committee shall
--------------------
have the responsibility and authority to control the investment of the Trust
Fund in accordance with the terms of the Plan and Trust Agreement, except with
respect to duties and responsibilities specifically allocated to other
fiduciaries or to Participants. The Investment Committee shall have the
authority to issue written directions to the Trustee to the extent provided in
the Trust Agreement. The Trustee shall follow the Investment Committee's
directions, unless it is clear that the actions to be taken under those
directions would be violations of

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applicable fiduciary standards or would be contrary to the terms of the Plan or
Trust Agreement.

(d) Trustee. The Trustee shall have the duties and
-------
responsibilities set out in the Trust Agreement, subject, however, to direction
by the Committees as set out in the Trust Agreement.

(e) Allocations. Powers and responsibilities may be
-----------
allocated to other fiduciaries in accordance with Section 13.3 hereof, or as
otherwise provided herein or in the Trust Agreement.

This Article XIII is intended to allocate to each Fiduciary the individual
responsibility for the prudent execution of the functions assigned to it, and
none of such responsibilities or any other responsibility shall be shared by
two or more of such Fiduciaries unless such sharing shall be provided by a
specified provision of the Plan or Trust Agreement.

13.3 Procedures for Delegation and Allocation of Responsibilities.
------------------------------------------------------------
Fiduciary responsibilities may be allocated as follows:

(a) Each Committee may specifically allocate
responsibilities to a specified member or members of the Committee.

(b) Each Committee may designate a person or persons
other than a Fiduciary to carry out fiduciary responsibilities under the Plan
(this authority shall not cause any person or persons employed to perform
ministerial acts and services for the Plan to be deemed Fiduciaries of the
Plan).

(c) The Investment Committee may appoint an Investment
Manager or managers to manage (including the power to acquire and dispose of)
the assets of the Plan (or a portion thereof).

(d) If at any time there be more than one Trustee serving
under the Trust Agreement, such Trustees may allocate specific
responsibilities, obligations, or duties among themselves in such manner as
they shall agree.

Any allocation of responsibilities pursuant to this Section 13.3 shall be made
by filing a written notice thereof with the Administrative Committee
specifically designating the person or persons to whom such responsibilities or
duties are allocated and specifically setting out the particular duties and
responsibilities with respect to which the allocation or designation is made.

13.4 General Fiduciary Standards. Subject to Section 13.5 hereof, a
---------------------------
Fiduciary shall discharge his duties with respect to the Plan solely in the
interest of the Participants and their Beneficiaries and

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(a) For the exclusive purpose of providing benefits to
Participants and their Beneficiaries and defraying reasonable expenses of
administering the Plan;

(b) With the care, skill, prudence, and diligence under
the circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims;

(c) By diversifying the investments of the Plan so as to
minimize the risk of large losses, unless under the circumstances it is clearly
prudent not to do so; and

(d) In accordance with the documents and instruments
governing the Plan, insofar as such documents and instruments are consistent
with the provisions of Title I of the Act.

13.5 Liability Among Co-Fiduciaries.
------------------------------

(a) General. Except for any liability which he may have
-------
under the Act, a Fiduciary shall not be liable for the breach of a fiduciary
duty or responsibility by another Fiduciary of the Plan except in the following
circumstances:

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

(ii) By his failure to comply with the general
fiduciary standards set out in Section 13.4 hereof in the
administration of his specific responsibilities which give rise to his
status as a Fiduciary, he has enabled such other Fiduciary to commit a
breach; or

(iii) He has knowledge of a breach by such other
Fiduciary and he does not undertake reasonable efforts under the
circumstances to remedy the breach.

(b) Co-Trustees. In the event that there are two or more
-----------
Trustees serving under the Trust Agreement, each should use reasonable care to
prevent a Co-Trustee from committing a breach of fiduciary responsibility and
they shall jointly manage and control assets of the Plan, except that in the
event of an allocation of responsibilities, obligations, or duties, a Trustee
to whom such responsibilities, obligations, or duties have not been allocated
shall not be liable to any person by reason of this Section, either
individually or as a Trustee, for any loss resulting to the Plan arising from
the acts or omissions on the part of the Trustee to whom such responsibilities,
obligations, or duties have been allocated.

(c) Liability Where Allocation is in Effect. To the
---------------------------------------
extent that fiduciary responsibilities are specifically allocated by a
Fiduciary, or pursuant to the express terms hereof, to any person or persons,
then such Fiduciary shall not be liable for any act or omission of such person
in carrying out such responsibility except to the extent that the Fiduciary
violated Section 13.4 hereof (i) with respect to such allocation or
designation, (ii)

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with respect to the establishment or implementation of the procedure for making
such an allocation or designation, (iii) in continuing the allocation or
designation, or (iv) the Fiduciary would otherwise be liable in accordance with
this Section 13.5.

(d) Liability of Trustee Following Committee Directions.
---------------------------------------------------
No Trustee shall be liable for following instructions of the Committees given
pursuant to Section 13.2(b) and (c) hereof.

(e) No Responsibility for Employer Action. Neither the
-------------------------------------
Trustee, nor the Committees, shall have any obligation nor responsibility with
respect to any action required by the Plan to be taken by the Employer, any
Participant or eligible Employee, nor for the failure of any of the above
persons to act or make any payment or contribution, or to otherwise provide any
benefit contemplated under this Plan, nor shall the Trustee, nor the Committees
be required to collect any contribution required under the Plan, or determine
the correctness of the amount of any Employer contribution.

(f) No Duly to Inquire. Neither the Trustee, nor the
------------------
Committees shall have any obligation to inquire into or be responsible for any
action or failure to act on the part of the others.

(g) Liability of Trustee Where Investment Manager
---------------------------------------------
Appointed. If an Investment Manager has been appointed pursuant to Section
- ---------
13.3(c) hereof, then neither the Trustee nor the Investment Committee shall be
liable for the acts or omissions of such Investment Manager, or be under any
obligation to invest or otherwise manage any assets of the Plan which are
subject to the management of such Investment Manager.

(h) Successor Fiduciary. No Fiduciary shall be liable
-------------------
with respect to any breach of fiduciary duty if such breach was committed
before he became a Fiduciary or after he ceased to be a Fiduciary.

____________________
End of Article XIII

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ARTICLE XIV

DISCONTINUANCE, AMENDMENT, AND TERMINATION
------------------------------------------

14.1 Discontinuance. The Employer shall have the right, at any
--------------
time, to suspend or discontinue its contributions under the Plan.

14.2 Amendment. The Company shall have the right at any time to
---------
amend the Plan in any manner it deems necessary or advisable in order to
qualify (or maintain qualification of) the Plan and Trust under the provisions
of section 401(a) of the Code and to amend the Plan in any other manner
provided no amendment shall:

(a) Authorize or permit any of the Trust Fund (other than
the part which is required to pay taxes and administration expenses) to be used
for or diverted to purposes other than for the exclusive benefit of the
Participants or their Beneficiaries;

(b) Cause or permit any portion of the Trust Fund to
revert to or become the property of the Employer;

(c) Increase duties or responsibilities of the Trustee or
the Committees without the written consent of the affected Trustee or the
affected member of the Administrative or Investment Committee.

The Company shall make all amendments in writing. Each amendment shall state
the date to which it is either retroactively or prospectively effective.

14.3 Termination. The Company shall have the right to terminate the
-----------
Plan at any time. The Plan shall terminate upon the first to occur of the
following:

(a) The date terminated by action of the Board of
Directors; or

(b) With respect to each Employer, (i) the date the
Employer shall be judicially declared bankrupt or insolvent; or (ii) the date
of the dissolution, merger, consolidation, or reorganization of the Employer or
the sale by the Employer of all or substantially all of its assets, unless the
successor or purchaser makes provision to continue the Plan, in which event the
successor or purchaser shall be substituted as the Employer under this Plan.

Notwithstanding the foregoing provisions of this Section 14.3, no Plan
termination will occur solely as a result of the bankruptcy or insolvency of an
Employer or the dissolution, merger, consolidation or reorganization of an
Employer, the sale by an Employer of all or substantially all of its assets, or
the withdrawal of an Employer under Section 15.2 of the Plan if the
Administrative Committee makes arrangements whereby the Plan may be continued
by any successor to an Employer, any purchaser of all or substantially all of
the Employer's assets or by any Employer which has withdrawn from the Plan or,
amounts may

SALARIED PROFIT SHARING
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be transferred from this Plan to another plan maintained by such successor,
purchaser or withdrawn Employer subject to the provisions of Section 8.14 of
the Plan.

14.4 Vesting on Termination or Suspension. Notwithstanding any
------------------------------------
other provision of the Plan to the contrary, upon the date of full or partial
termination of the Plan, or, upon complete discontinuance of contributions to
the Plan, an affected Participant's right to his Accrued Benefit, shall be one
hundred percent (100%) vested. The Administrative Committee shall interpret and
administer this Section 14.4 in accord with the intent and scope of section
411(d)(3) of the Code.

14.5 Procedure on Termination. In the event of termination of the
------------------------
Plan or permanent discontinuance of Employer contributions, the Employer shall,
in its sole discretion, authorize any one of the following procedures:

(a) Continue Plan. To continue the Plan in operation in
-------------
all respects until the Trustee has distributed all benefits under the Plan,
except that no further persons shall become Participants, no further Employer
contributions shall be made, all Accounts shall be fully vested, and no further
payments shall be made except in distribution of the Trust Fund and payment of
administration expenses; or

(b) Liquidate Plan. Subject to the provisions of section
--------------
8.12, to wind up and liquidate the Plan and Trust and distribute the assets
thereof after deduction of all expenses to the Participants, and Beneficiaries
in accordance with their respective Accounts as then constituted. If the
Employer makes no election before termination, then this Section 14.5(b) will
govern distribution of the Trust Fund.

14.6 Merger. The Trustee shall not consent to, or be a party to,
------
any merger or consolidation with another plan, or to a transfer of assets or
liabilities to another plan, unless immediately after the merger,
consolidation, or transfer, the surviving Plan provides each Participant a
benefit equal to or greater than the benefit each Participant would have
received had the Plan terminated immediately before the merger, consolidation,
or transfer.

14.7 Notice of Change in Terms. The Administrative Committee,
-------------------------
within the time prescribed by the Act, shall furnish all Participants and
Beneficiaries a summary descriptive of any material amendment to the Plan or
notice of discontinuance of the Plan and all other information required by the
Act to be furnished without charge.

14.8 Reversion of Suspense Account. Notwithstanding any provision
-----------------------------
contained herein to the contrary, the Employer reserves the right to recover
upon the termination of the Plan and Trust Fund any amounts held in a Suspense
Account that cannot be allocated to the accounts of Participants and their
Beneficiaries in the year of termination because of the limitations contained
in Section 6.11 of the Plan and section 415 of the Code.

14.9 Alternative Forms of Benefit. Although the Employer reserves
----------------------------
the right to amend the Plan at any time and in any manner, no such amendment
shall eliminate or reduce an early retirement benefit or a retirement-type
subsidy or eliminate an optional

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form of benefit with respect to benefits attributable to Service before the
amendment, and neither any current provision of the Plan nor any amendment to
the Plan shall restrict the availability of an alternative form of benefit to a
certain select group or classification of Participants or Beneficiaries which
favor Highly Compensated Employees or restrict or deny a Participant through
the withholding of consent or the exercise of discretion by some person or
persons other than the Participant (and, where relevant, his spouse) of an
alternative form of benefit. For purposes of this Section 14.9, Plan provisions
will be considered to favor Highly Compensated Employees if the group of
Employees to whom the benefit is available does not satisfy either the seventy
percent (70%) ratio percentage test of section 1.410(b)-2(b)(2) of the Treasury
Regulations or the nondiscriminatory classification test of section 410(b)-4 of
the Treasury Regulations (without regard to the average benefits percentage
test of section 1.410(b)-5 of the Treasury Regulations). For purposes of this
Section 14.9, an alternative form of benefit encompasses the different forms of
benefit payment available under the Plan which provide that (a) a Participant's
benefits under the Plan may be paid in more than one form, or (b) payment of a
particular form of benefit may commence at some time earlier or later than the
normal date for the commencement of such benefit.

14.10 Restrictions on Distribution of Employer Salary Reduction
---------------------------------------------------------
Contribution Account. Notwithstanding anything to the contrary in Section 14.5,
- --------------------
a Participant's Employer Salary Reduction Contribution Account shall not be
distributed before the first to occur of the following events:

(a) The Participant's retirement;

(b) The Participant's death;

(d) The Participant's termination of employment;

(e) The Participant's attainment of age 59 1/2;

(f) The termination of the Plan, provided that neither
the Employer nor a Related Employer maintains a successor plan;

(g) The date of the sale to a corporation that is not a
Related Employer, of substantially all of the assets (within the meaning of
section 409(d)(2) of the Code) used by the Employer in the trade or business in
which the Participant is employed, provided that the Participant continues
employment with the transferee corporation and the Employer continues to
maintain the Plan; or

(h) The date of the sale to a corporation that is not a
Related Employer, of the Employer's interest in a subsidiary in which the
Participant is employed, provided that the Participant continues employment
with the subsidiary and the Employer continues to maintain the Plan.

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A distribution may be made under (f), (g), or (h) above only if it constitutes
a total distribution of the Participant's entire account balance in all
Accounts.

____________________
End of Article XIV

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ARTICLE XV

EMPLOYER PARTICIPATION
----------------------

15.1 Adoption by Employers. Subject to the further provisions of
---------------------
this Article XV, any party that is permitted to be an Employer under Section
2.1(bb) of this Plan may, with the consent of the Board of Directors of the
Company, by formal resolution or decision of its own board of directors, adopt
the Plan and the Trust, for all or any classification of its employees and
thereby, from and after the specified effective date of the adoption, become an
Employer under this Plan. Such adoption shall be effectuated by and evidenced
by a formal resolution of the Board of Directors of the Company consenting to
and containing or incorporating by reference such formal resolution or decision
of the adopting corporation. The adoption resolution or decision shall become,
as to such adopting corporation and its employees, a part of the Plan as then
or subsequently amended. It shall not be necessary for the adopting corporation
to sign or execute the Plan document. The effective date of the Plan for any
such adopting corporation shall be that stated in the resolution or decision of
adoption of the adopting corporation, and from and after such effective date
the adopting corporation shall assume all the rights, obligations and
liabilities of the Employer hereunder as to its employees.

It is not a condition of adopting the Plan that each adopting
corporation agree to make the same amount of Profit Sharing Contributions to
the Plan, if any, as the Company or to allow its Employees to elect to (i)
defer the amounts of Considered Compensation specified in Section 5.1(a), (ii)
make Employee Voluntary Contributions in the amounts specified in Section
5.1(b), and (iii) make Rollover Contributions and Trust to Trust transfers to
this Plan pursuant to Section 4.8. The administrative powers and control
granted to the Company under the Plan, as now or hereafter provided, including
the sole right of amendment of the Plan and Trust and of appointment and
removal of the Administrative Committee and its successors, shall not be
diminished by reason of the participation of any such adopting corporation in
the Plan and Trust.

15.2 Withdrawal by Employer. Any Employer, by action of its board
----------------------
of directors and upon notice to the Company and the Trustee, may withdraw from
the Plan and Trust at anytime without affecting other Employers not
withdrawing, by complying with the provisions of the Plan. Termination of the
Plan as it relates to an Employer upon its withdrawal shall be governed by the
provisions of Article XV. A withdrawing Employer may arrange for the
continuation of this Plan and Trust by itself or its successor in separate form
for its own Employees, with such amendments, if any, as it may deem proper, or
may arrange for continuation of the Plan and Trust by merger with an existing
plan and trust qualified under sections 401(a) and 501(a) of the Code and
transfer of such portion of the Trust assets as the Administrative Committee
determines are allocable to the Employer and its Employee-Participants. The
Company may, in its absolute discretion, by resolution of its Board of
Directors, terminate an Employer's participation at any time when the Employer
is no longer a member of the affiliated group which qualifies it to adopt the
Plan under Section 15.1 or when in its judgment such Employer fails or refuses
to discharge its obligations under the Plan following such prior notice and
opportunity to cure as may be

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appropriate under the circumstances. In the event that the voting stock of a
subsidiary which has adopted the Plan as an Employer under Section 2.1(aa) is
sold or otherwise disposed of so that after such sale or other disposition such
Employer is no longer a subsidiary as defined in Section 2.1(ggg) and is no
longer included in a controlled group of corporations or entities under section
414(b) or (c) of the Code that includes the Company, such entity shall no
longer be considered an Employer under the Plan and its participation in the
Plan will terminate on such date. The provisions of Section 15.3 shall apply
with respect to any Participants affected by such Employer withdrawal.

15.3 Disposition of Participant's Accounts Upon Employer
---------------------------------------------------
Withdrawal. In the event that an Employer withdraws from the Plan in accordance
- ----------
with the provisions of Section 15.2, such Employer will no longer be considered
an Employer under the Plan and the following provisions shall be applicable
with respect to Participants employed by such Employer:

(a) Each Participant will be deemed to have terminated
Service with all the Employers under the Plan on the date of such Employer
withdrawal.

(b) No period of such Participant's Service after such
date will be included for purposes of calculating his Years of Service under
Section 3.2 and 7.6 of the Plan.

(c) Such Participant's Accounts, after all adjustments
required under the Plan have been made, will be distributed in accordance with
the provisions of Section 8.2 to the Participant unless such withdrawn Employer
has established a plan satisfying the requirements specified below, in which
case, the Participant's entire Account balances (including any nonvested
amounts) will be transferred to such plan (and related trust agreement). Such
amounts will be transferred if such Employer establishes a pension or profit
sharing plan which is intended to constitute a "qualified" plan under section
401(a) of the Code and exempt from taxation under section 501 of the Code, and
such plan includes the following:

(i) Such plan provides that a transferred
Participant will be eligible to participate in such plan immediately
and shall vest with respect to the unvested portion of his transferred
Employer Profit Sharing Contribution Account balance based on his
employment with such withdrawn Employer after the withdrawal.

(ii) Such plan provides for the receipt of such
transferred Participant's Account balances under this Plan and
provides for the establishment of separate profit sharing accounts
and, if applicable, participant voluntary contribution accounts,
employer salary reduction accounts, qualified affiliated accounts and
rollover accounts to reflect such transferred amounts.

(iii) Such plan provides that such transferred
Participant shall at all times have a vested right to receive his
Employee Voluntary Contribution Account balance and his Employer
Salary Reduction Contribution Account, as adjusted under the terms of
such plan, and an amount which is not less than the vested portion of

SALARIED PROFIT SHARING
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99
<PAGE> 105
his Employer Profit Sharing Contribution Account balance which he is
entitled to receive under this Plan, as adjusted under the terms of
such plan.

15.4 Adoption Contingent Upon Initial and Continued Qualification.
------------------------------------------------------------
The adoption of the Plan and Trust by a corporation as provided in Section 15.1
is made contingent and subject to the condition precedent that the adopting
corporation meets all the statutory requirements for qualified plans under the
Code for its employees. The adopting corporation may, or at the request of the
Company shall, request an initial letter of determination from the appropriate
District Director of the Internal Revenue Service to the effect that the Plan
and Trust, as herein set forth or as amended with respect to the adopting
corporation, meet the requirements of the applicable federal statutes for tax
qualification purposes for such adopting corporation and its employees. In the
event the Plan or the Trust in their operation, become disqualified for any
reason as to such adopting corporation and its employees, the portion of the
Trust Fund allocable to them shall be segregated as soon as is administratively
feasible, pending either (1) the prompt requalification of the Plan and Trust
as to such corporation and its employees to the satisfaction of the Internal
Revenue Service, so as not to affect the continued qualified status of the Plan
and Trust as to all other Employees, or (2) as provided in Section 15.2 above,
the prompt withdrawal of such corporation from this Plan and Trust and a
continuation by itself or its successor of its plan and trust separate and
apart from this Plan and Trust, or by merger with another existing qualified
plan and trust accompanied by a transfer of its segregated portion of Trust
assets, or (3) the prompt termination of the Plan and Trust as to itself and
its Employees.

15.5 No Joint Venture Implied. The adoption of the Plan by any
------------------------
Employer shall not create a joint venture or partnership between it and any
other Employer. Any rights, duties, liabilities and obligations assumed or
incurred hereunder by any Employer, or imposed upon any Employer by the
provisions of the Plan, shall relate to and affect such Employer alone.

____________________
End of Article XV

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
100
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ARTICLE XVI

THE TRUST
---------

16.1 Purpose of the Trust Fund. A Trust Fund, including therein a
-------------------------
Fixed Income Subfund, has been created and will be maintained for the purposes
of the Plan, and the assets thereof shall be invested in accordance with the
terms of the Trust Agreement. All contributions will be paid into the Trust
Fund, and all benefits under the Plan will be paid from the Trust Fund. All
contributions paid to the Trust Fund shall be invested in accordance with the
provisions of this Plan and the Trust Agreement; provided that contributions
allocated to Employer Salary Reduction Contribution Accounts shall be invested
in the Fixed Income Subfund.

16.2 Appointment of Trustee. Trustee(s) shall be appointed by the
----------------------
Board of Directors to administer the Trust Fund. The Trustee's obligations,
duties, and responsibilities shall be governed solely by the terms of the Trust
Agreement.

16.3 Exclusive Benefit of Participants. Subject to Sections 4.7 and
---------------------------------
14.8 hereof, the Trust Fund will be used and applied only in accordance with
the provisions of the Plan to provide the benefits thereof, and no part of the
corpus or income of the Trust Fund shall be used for or diverted to purposes
other than for the exclusive benefit of the Participants and their
Beneficiaries and with respect to expenses of administration. Notwithstanding
the preceding sentence, as provided in Section 14.8 hereof, the Employer
reserves the right to recover any amounts held in a Suspense Account at the
termination of the Trust Fund that cannot be allocated to the accounts of
Participants and their Beneficiaries in the year of termination because of the
limitations contained in Section 6.11, of the Plan and section 415 of the Code.

16.4 Benefits Supported Only By the Trust Fund. Any person having
-----------------------------------------
any claim under the Plan will look solely to the assets of the Trust Fund for
satisfaction.

____________________
End of Article XVI

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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ARTICLE XVII

AMENDMENT AND CONTINUATION OF PRIOR PLAN
----------------------------------------

17.1 Reference to Prior Plan. Notwithstanding any provisions of the
-----------------------
Plan to the contrary, the amendment and restatement of the Prior Plan effected
by this Plan shall be subject to the following:

(a) If the provisions of Article VII would reduce a
Participant's Vested Accrued Benefit derived from Employer contributions under
the Prior Plan, determined as of the Effective Date of this amended and
restated Plan, then such Participant's Vested Accrued Benefit derived from
Employer contributions, determined as of such date shall be computed in
accordance with the vesting schedule in effect under the Prior Plan;

(b) Amounts being paid to individuals in accordance with
the provisions of the Prior Plan shall be paid under this Plan, but in the form
they were being paid under the Prior Plan; and

(c) Except as is provided in Sections 2.1(j) and 8.10, any
Beneficiary designation in effect under the Prior Plan immediately prior to the
effective date of this Plan shall continue in force and effect until the
Participant or Former Participant revokes such Beneficiary designation or makes
a new beneficiary designation under this Plan.

____________________
End of Article XVII

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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ARTICLE XVIII

MISCELLANEOUS
-------------

18.1 Execution of Receipts and Releases. Any payment to any
----------------------------------
Participant, or to his legal representative or Beneficiary, in accordance with
the provisions of the Plan, shall to the extent thereof be in full satisfaction
of all claims hereunder against the Plan and Trust. The Administrative
Committee may require such Participant, legal representative, or Beneficiary,
as a condition precedent to such payment, to execute a receipt and release
therefor in such form as it shall determine.

18.2 No Guarantee of Interests. Neither the Trustee, the
-------------------------
Administrative Committee, the Investment Committee, nor the Employer guarantee
the Trust Fund from loss or depreciation. The Employer does not guarantee the
payment of any money which may be or becomes due to any person from the Trust
Fund. The liability of the Administrative Committee and the Trustee to make any
payment from the Trust Fund is limited to the then available assets of the
Trust.

18.3 Payment of Expenses. All expenses incident to the
-------------------
administration, termination, protection of the Plan and Trust, including but
not limited to legal, accounting, and Trustee fees, shall be paid by the
Employer, except that in case of failure of Employer to pay the expenses, they
will be paid from the Trust Fund, and until paid, shall constitute a first and
prior claim and lien against the Trust Fund.

18.4 Employer Records. Records of the Employer as to an Employee's
----------------
or Participant's period of employment, termination of employment and the reason
therefor, leaves of absence, re-employment, and Compensation will be conclusive
on all persons, unless determined to be incorrect.

18.5 Interpretations and Adjustments. To the extent permitted by
-------------------------------
law, an interpretation of the Plan and a decision on any matter within the
named Fiduciary's discretion made in good faith is binding on all persons. A
misstatement or other mistake of fact shall be corrected when it becomes known
and the person responsible shall make such adjustment on account thereof as he
considers equitable and practicable.

18.6 Uniform Rules. In the administration of the Plan, uniform
-------------
rules will be applied to all Participants similarly situated.

18.7 Evidence. Evidence required of anyone under the Plan may be by
--------
certificate, affidavit, document, or other information which the person acting
on it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

18.8 Severability. In the event any provision of the Plan shall be
------------
held to be illegal or invalid for any reason, the illegality or invalidity
shall not affect the remaining provisions of the Plan, but shall be fully
severable and the Plan shall be construed and enforced as if the illegal or
invalid provision had never been included herein.

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
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18.9 Notice. Any notice required to be given herein by the Trustee,
------
the Employer, or the Committees, shall be deemed delivered, when (a) personally
delivered, or (b) placed in the United States mails by registered mail, postage
prepaid, in an envelope addressed to the last known address of the person to
whom the notice is given.

18.10 Waiver of Notice. Any person entitled to notice under the Plan
----------------
may waive the notice.

18.11 Controlled Group and Commonly Controlled Trade or Business.
----------------------------------------------------------
Except as provided in Section 6.11, regarding limitations on Annual Additions,
all employees of Related Employers shall be treated as employed by a single
employer.

18.12 Successors. The Plan shall be binding upon all persons
----------
entitled to benefits under the Plan, their respective heirs and legal
representatives, upon the Employer, its successors and assigns, and upon the
Trustee, the Committees, and their successors.

18.13 Headings. The titles and headings of Articles and Sections are
--------
included for convenience of reference only and are not to be considered in
construction of the provisions hereof.

18.14 Governing Law. All questions arising with respect to the
-------------
provisions of this Agreement shall be determined by application of the laws of
the State of Texas except to the extent Texas law is preempted by Federal
statute.

____________________
End of Article XVIII

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
104
<PAGE> 110
IN WITNESS WHEREOF, this Plan has been executed in multiple original
documents as of this 31st day of May, 1994.

CENTEX CORPORATION

By: /s/ RICHARD C. HARVEY
--------------------------------
Its: Vice President - Tax

ATTEST:

/s/ RAYMOND G. SMERGE
- ----------------------------------
Secretary

SALARIED PROFIT SHARING
AND RETIREMENT PLAN
-105-

<PAGE> 1
EXHIBIT 23

CENTEX CORPORATION
3333 HOLDING CORPORATION
CENTER DEVELOPMENT COMPANY, L.P.

ARTHUR ANDERSEN & CO.

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated May 11, 1994,
included in Centex Corporation, 3333 Holding Corporation, and Centex
Development Company, L.P.'s Joint Annual Report on Form 10-K for the year
ended March 31, 1994, and to all references to our firm included in this
registration statement.

/s/ ARTHUR ANDERSEN & CO.

Dallas, Texas,
August 15, 1994