MIDAMERICAN ENERGY CO, S-8, 1995-07-03

MIDAMERICAN ENERGY CO
S-8, 1995-07-03

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<PAGE>

As Filed with the Securities and Exchange Commission on July 3, 1995
Registration No. 33-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________

MIDAMERICAN ENERGY COMPANY
(Exact name of registrant as specified in its charter)

Iowa 42-1425214
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

666 Grand Avenue, P. O. Box 9244
Des Moines, Iowa 50306-9244
(515) 242-4300
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

Iowa-Illinois Gas and Electric Company Savings Plan
Midwest Power Systems Inc. 401(k) Plan for Bargaining Employees
Midwest Power Systems Inc. 401(k) Plan for Salaried Employees
(Full title of the Plans)

Paul J. Leighton
666 Grand Avenue, P. O. Box 9244
Des Moines, Iowa 50306-9244
(515) 242-4300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

______________________

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

<PAGE>

CALCULATION OF REGISTRATION FEE

- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

Proposed Proposed
Maximum Maximum
Title of Amount to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Unit(1) Offering Price(1) Registration Fee
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value. . . . . 1,800,000 $13.96 $25,128,000 $8,665

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the above-referenced plans.

(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933
("Securities Act") based upon the market value of the shares of Midwest
Resources common stock and Iowa-Illinois common stock converted in the
merger ("Merger") of Midwest Resources Inc. ("Midwest Resources") and Iowa-
Illinois Gas and Electric Company ("Iowa-Illinois") with and into the
Registrant on July 1, 1995. The offering price per share of common stock,
no par value, of the Registrant has been calculated as follows: by
dividing (A) the sum of (i) $14.00, the average of the reported high and
low sales prices of a share of Midwest Resources common stock on the New
York Stock Exchange, Inc. ("NYSE") Composite Tape on June 26, 1995,
multiplied by 57,695,860 (the maximum number of shares of Midwest Resources
common stock which may be converted in the Merger) plus (ii) $20.4375, the
average of the reported high and low sale prices of a share of Iowa-
Illinois common stock on the NYSE Composite Tape on June 26, 1995,
multiplied by 31,352,612 (the maximum number of shares of Iowa-Illinois
common stock which may be converted in the Merger), by (B) 103,784,200 (the
number of shares of common stock of the Registrant issuable upon
conversion, at the applicable exchange ratios pursuant to the Merger).

<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, previously field with the Commission pursuant to the
Securities Exchange Act of 1934, as amended, ("Exchange Act"), are hereby
incorporated by reference herein and shall be deemed a part hereof:

1. The Company's prospectus dated November 3, 1994, filed pursuant to Rule
424(b) under the Securities Act of 1993, as amended.

2. The description of the Company's common stock, no par value ("Common
Stock"), which is contained in the Registration Statement on Form 8-B filed
with the Commission under the Exchange Act, including any subsequent amendment
or any report filed for the purpose of updating such description (File No. 1-
11505).

3. The Company's Current Report on Form 8-K dated July 3, 1995 (File No.
1-11505).

4. The Annual Report on Form 11-K of the Iowa-Illinois Gas and Electric
Company Savings Plan for the year ended December 31, 1994 (File No. 1-3573).

5. The Annual Report on Form 11-K of the Midwest Power Systems Inc.,
401(k) Plan for Bargaining Employees for the year ended December 31, 1994
(File No. 1-10654).

6. The Annual Report on Form 11-K of the Midwest Power Systems Inc.
401(k) Plan for Salaried Employees for the year ended December 31, 1994 (File
No. 1-10654).

All documents, filed by or on behalf of the Company, Midwest Resources,
Midwest Power Systems Inc. and Iowa-Illinois with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, and all documents filed
by the Iowa-Illinois Gas and Electric Company Savings Plan, the Midwest Power
Systems Inc. 401(k) Plan for Bargaining Employees and the Midwest Power Systems
Inc. 401(k) Plan for Salaried Employees (collectively, the "Plans") pursuant to
Section 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and made a part hereof
from their respective dates of filing (such documents and the documents
enumerated above being hereinafter referred to as "Incorporated Documents");
provided, however, that the documents

II-1
<PAGE>

enumerated above or subsequently filed by or on behalf of the Company or any of
the Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
in each year during which the offering made by this Registration Statement is
in effect prior to the filing with the Commission of the Company's Annual
Report on Form 10-K covering such year shall not be Incorporated Documents or
be incorporated by reference in this Registration Statement or be a part hereof
from and after the filing of such Annual Report on Form 10-K.

Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Sections 490.850 through 490.857 of the Iowa Business Corporation Act
("IBCA") permit corporations organized thereunder to indemnify directors,
officers and employees against liability under certain circumstances. Each of
the Restated Articles of Incorporation, as amended, and the Restated Bylaws of
the Company provide for indemnification of directors, officers and employees to
the full extent provided by the IBCA. Each of the Restated Articles of
Incorporation, as amended, and the Restated Bylaws state that the
indemnification provided therein shall not be deemed exclusive. The Company may
purchase and maintain insurance on behalf of any person who is or was a
director, officer or employee of the Company or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Company would have the power to indemnify
such person against such expense, liability or loss under the IBCA. Pursuant to
Section 490.857 of the IBCA, the Restated Articles of Incorporation, as amended,
and the Restated Bylaws, the Company maintains directors' and officers'
liability insurance coverage. The Company has also entered into indemnification
agreements with certain directors and officers, and expects to enter into
similar agreements with future directors and officers, to further assure such
persons indemnification as permitted by Iowa law.

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<PAGE>

As permitted by Section 490.832 of the IBCA, the Restated Articles of
Incorporation of the Company, as amended, provide that no director shall be
personally liable to the Company or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its shareholders,(ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for any transaction from which the director
derived an improper personal benefit or (iv) under Section 490.833 of the IBCA
(relating to certain unlawful distributions to shareholders).

ITEM 7. EXEMPTION FROM REGISTRATION

Not applicable

ITEM 8. EXHIBITS

4(1) Restated Articles of Incorporation of the
Company, as amended (filed as Exhibit 3 to the
Company's Registration Statement on Form 8-B,
File No. 1-11505)*

4(2) Restated Bylaws of the Company (filed as Exhibit 4 to
the Company's Registration Statement on Form 8-B, File
No. 1-11505)*

4(3) Iowa-Illinois Gas and Electric Company Savings Plan

4(4) Midwest Power Systems Inc. 401(k) Plan for Bargaining
Employees

4(5) Midwest Power Systems Inc. 401(k) Plan for Salaried
Employees

5(1) Opinion of John A. Rasmussen, Jr., Esq.

5(2) The Company undertakes that it will submit, or cause to
be submitted, the Iowa-Illinois Gas and Electric
Company Savings Plan, Midwest Power Systems Inc. 401(k)
Plan for Bargaining Employees, and Midwest Power
Systems Inc. 401(k) Plan for Salaried Employees
("Plans") and all amendments thereto, to the Internal
Revenue Service ("IRS") in a timely manner and that it
will make, or will cause to be made, all changes
required by the IRS in order for the IRS to issue
determination letters with respect to each of the
Plans.

23(1) Consent of Arthur Andersen LLP

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<PAGE>

23(2) Consent of Deloitte & Touche LLP

23(3) Consent of John A. Rasmussen, Jr. (included in
Exhibit 5)

24 Powers of Attorney
________________________
* Incorporated herein by reference, as indicated.

ITEM 9. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(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; (ii)
To reflect in the prospectus any facts or events arising after the effective
date of the 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 the Registration Statement; (iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; Provided, however, that the
registrant need not file a post-effective amendment to include the information
required to be included by subsection (i) or (ii) if such information is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, which are incorporated by
reference in the 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 therein, 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 registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and
each filing of an annual report of one of the Plans 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) That, insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in

II-4

<PAGE>

the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) as asserted by
such director, officer or controlling person in connection with the securities
being registered, the registrant 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.

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<PAGE>

SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, 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 Des Moines, and State of Iowa as of this 3rd day of
July, 1995.

MIDAMERICAN ENERGY COMPANY

By Russell E. Christiansen*
--------------------------------------
Russell E. Christiansen
Chairman and Chairman, Office of the
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated as of this 3rd day of July, 1995.

Signature Title
--------- -----

Russell E. Christiansen* Chairman of the Board, Chairman, Office
- ------------------------------ of the Chief Executive Officer, and
Russell E. Christiansen Director (Principal Executive Officer)

Stanley J. Bright* President and President, Office of the
- ------------------------------ Chief Executive Officer, and Director
Stanley J. Bright (Principal Executive Officer)

Lance E. Cooper* Group Vice President, Finance and
- ------------------------------ Accounting (Principal Financial Officer
Lance E. Cooper and Principal Accounting Officer)

John W. Aalfs* Director
- ------------------------------
John W. Aalfs

Betty T. Asher* Director
- ------------------------------
Betty T. Asher

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<PAGE>

Robert A. Burnett* Director
- ------------------------------
Robert A. Burnett

Ross D. Christensen* Director
- ------------------------------
Ross D. Christensen

John W. Colloton* Director
- ------------------------------
John W. Colloton

Frank S. Cottrell* Director
- ------------------------------
Frank S. Cottrell

Jack W. Eugster* Director
- ------------------------------
Jack W. Eugster

William C. Fletcher* Director
- ------------------------------
William C. Fletcher

Mel Foster, Jr.* Director
- ------------------------------
Mel Foster, Jr.

Nolden Gentry* Director
- ------------------------------
Nolden Gentry

James M. Hoak, Jr.* Director
- ------------------------------
James M. Hoak, Jr.

Richard L. Lawson* Director
- ------------------------------
Richard L. Lawson

Robert L. Peterson* Director
- ------------------------------
Robert L. Peterson

Richard A. Schneider* Director
- ------------------------------
Richard A. Schneider

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<PAGE>

Nancy L. Seifert* Director
- ------------------------------
Nancy L. Seifert

W. Scott Tinsman* Director
- ------------------------------
W. Scott Tinsman

Leonard L. Woodruff* Director
- ------------------------------
Leonard L. Woodruff

*By /s/ Paul J. Leighton
------------------------------
Paul J. Leighton
Attorney-in-fact

II-8
<PAGE>

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the plan
administrators for the Iowa-Illinois Gas and Electric Company Savings Plan, the
Midwest Power Systems Inc. 401(k) Plan for Bargaining Employees, and the Midwest
Power Systems Inc. 401(k) Plan for Salaried Employees have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Des Moines, State of Iowa, as of
July 3, 1995.

IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
SAVINGS PLAN
MIDWEST POWER SYSTEMS INC.
401(K) PLAN FOR BARGAINING EMPLOYEES
MIDWEST POWER SYSTEMS INC.
401(K) PLAN FOR SALARIED EMPLOYEES

By: /s/ Russell E. Christiansen*
-----------------------------------------
Name: Russell E. Christiansen
Title: Plan Administrator

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<PAGE>

EXHIBIT LIST

Exhibit
No. Description
- ------- -----------

4(1) Restated Articles of Incorporation of the Company, as amended
(filed as Exhibit 3 to the Company's Registration Statement on
Form 8-B, File No. 1-11505)*

4(2) Restated Bylaws of the Company (filed as Exhibit 4 to
the Company's Registration Statement on Form 8-B, File
No. 1-11505)*

4(3) Iowa-Illinois Gas and Electric Company Savings Plan

4(4) Midwest Power Systems Inc. 401(k) Plan for Bargaining Employees

4(5) Midwest Power Systems Inc. 401(k) Plan for Salaried Employees

5(1) Opinion of John A. Rasmussen, Jr., Esq.

5(2) The Company undertakes that it will submit, or cause to be
submitted, the Iowa-Illinois Gas and Electric Company Savings
Plan, Midwest Power Systems Inc. 401(k) Plan for Bargaining
Employees, and Midwest Power Systems Inc. 401(k) Plan for
Salaried Employees ("Plans") and all amendments thereto, to the
Internal Revenue Service ("IRS") in a timely manner and that it
will make, or will cause to be made, all changes required by the
IRS in order for the IRS to issue determination letters with
respect to each of the Plans.

23(1) Consent of Arthur Andersen LLP

23(2) Consent of Deloitte & Touche LLP

23(3) Consent of John A. Rasmussen, Jr. (included in Exhibit 5)

24 Powers of Attorney

________________________
* Incorporated herein by reference, as indicated.

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<PAGE>

Exhibit 4(3)

IOWA-ILLINOIS GAS AND ELECTRIC COMPANY

SAVINGS PLAN

(As amended and restated effective January 1, 1994)

<PAGE>

IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
SAVINGS PLAN
TABLE OF CONTENTS

------------------------

Article 1 - Title. . . . . . . . . . . . . . . . . . . . . . . . 1

Article 2 - Definitions . . . . . . . . . . . . . . . . . . . . 1

(1) Affiliate. . . . . . . . . . . . . . . . . . . . . . 1

(2) Beneficiary. . . . . . . . . . . . . . . . . . . . . 2

(3) Code. . . . . . . . . . . . . . . . . . . . . . . . 2

(4) Committee. . . . . . . . . . . . . . . . . . . . . . 2

(5) Company. . . . . . . . . . . . . . . . . . . . . . . 2

(6) Compensation . . . . . . . . . . . . . . . . . . . . 2

(7) Disability . . . . . . . . . . . . . . . . . . . . . 3

(8) Distributee. . . . . . . . . . . . . . . . . . . . . 3

(9) Effective Date . . . . . . . . . . . . . . . . . . . 3

(10) Employee . . . . . . . . .. . . . . . . . . . . . . 3

(11) Employer . . . . . . . . . . . . . . . . . . . . . 3

(12) Entry Date. . . . . . . . . . . . . . . . . . . . . 3

(13) ERISA . . . . . . . . . . . . . . . . . . . . . . . 3

(14) Fund. . . . . . . . . . . . . . . . . . . . . . . . 3

(15) Hours of Employment . . . . . . . . . . . . . . . . 3

(16) Participant . . . . . . . . . . . . . . . . . . . . 4

(17) Participant's Plan Account. . . . . . . . . . . . . 4

(18) Plan . . . . . . . . . . . . . . . . . . . . . . . 5

(19) Plan Year . . . . . . . . . . . . . . . . . . . . . 5

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(20) Regulations . . . . . . . . . . . . . . . . . . . . 5

(21) Second Effective Date . . . . . . . . . . . . . . . 5

(22) Trust . . . . . . . . . . . . . . . . . . . . . . . 5

(23) Trust Fund . . . . . . . . . . . . . . . . . . . . 5

(24) Trustee. . . . . . . . . . . . . . . . . . . . . . 5

(25) Valuation Date. . . . . . . . . . . . . . . . . . . 5

Article 3 - Participation. . . . . . . . . . . . . . . . . . . . 6

Section 3.1. Eligibility Requirements . . . . . . . . . 6

Section 3.2. Election to Participate. . . . . . . . . . 7

Article 4 - Employer Contributions . . . . . . . . . . . . . . . 8

Section 4.1. Elective Contributions . . . . . . . . . . 8

Section 4.2. Non-elective Contributions . . . . . . . . 10

Section 4.3. $7,000 Annual Limit on
Elective Contributions . . . . . . . . . . 11

Section 4.4. Limits on Contributions for Highly
Compensated Employees. . . . . . . . . . . 12

Section 4.5. Limitation on Employer
Contributions. . . . . . . . . . . . . . . 23

Section 4.6. Vesting of Employer Contributions. . . . . 25

Article 5 - Employee Contributions . . . . . . . . . . . . . . . 25

Section 5.1. Employee Contributions . . . . . . . . . . 25

Section 5.2. Rollover Contributions
by Employees . . . . . . . . . . . . . . . 27

Article 6 - Funding of Plan and Investment Provisions. . . . . . 31

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----

Section 6.1. Funding. . . . . . . . . . . . . . . . . . 31

Section 6.2. Investment of Contributions. . . . . . . . 32

Section 6.3. Change of Investment Direction . . . . . . 32

Section 6.4. Transfers Between Investment Funds . . . . 33

Article 7 - Participants' Accounts . . . . . . . . . . . . . . . 34

Section 7.1. Participant Accounts . . . . . . . . . . . 34

Section 7.2. Participating Units. . . . . . . . . . . . 35

Section 7.3. Valuation of Funds . . . . . . . . . . . . 37

Section 7.4. Valuation of Accounts . . . . . . . . . . 38

Section 7.5. Value of Plan Account. . . . . . . . . . . 39

Section 7.6. Committee to Furnish Quarterly
Statements of Value of Accounts . . . . . 39

Section 7.7. Statutory Limitations on
Allocations to Accounts . . . . . . . . . 39

Section 7.8. Correction of Error. . . . . . . . . . . . 44

Article 8 - Distribution of Benefits. . . . . . . . . . . . . . 44

Section 8.1. Termination of Employment. . . . . . . . . 44

Section 8.2. Time and Manner of Distribution
upon Termination of Employment . . . . . . 44

Section 8.3. Death After Termination of
Employment . . . . . . . . . . . . . . . . 47

Section 8.4. Designation of Beneficiary . . . . . . . . 48

Section 8.5. Direct Rollovers of Eligible
Rollover Distributions . . . . . . . . . . 49

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Article 9 - Withdrawals During Employment and
Loans to Participants . . . . . . . . . . . . . 51

Section 9.1. Withdrawals. . . . . . . . . . . . . . . . 51

Section 9.2. Distribution of Withdrawals. . . . . . . . 52

Section 9.3. Limitations upon Withdrawals
from Before-Tax Accounts . . . . . . . . . 53

Section 9.4. Loans to Participants. . . . . . . . . . . 54

Article 10 - Special Participation Rules Relating
to Reemployment of Terminated Employees
and Employment by Related Entities . . . . . . 57

Section 10.1. Reemployment of an Employee
Whose Employment Terminated Prior
to His Becoming a Participant . . . . . . 57

Section 10.2. Reemployment of a Terminated
Participant . . . . . . . . . . . . . . . 57

Section 10.3. Employment by Related Entities. . . . . . 58

Section 10.4. Leased Employees. . . . . . . . . . . . . 58

Article 11 - Administration . . . . . . . . . . . . . . . . . . 59

Section 11.1. The Committee . . . . . . . . . . . . . . 59

Section 11.2. Claims Procedure. . . . . . . . . . . . . 63

Section 11.3. Procedures for Domestic
Relations Orders . . . . . . . . . . . . 64

Section 11.4. Notices to Participants, Etc. . . . . . . 65

Section 11.5. Notices to Employers or
Committee . . . . . . . . . . . . . . . . 66

Section 11.6. Records . . . . . . . . . . . . . . . . . 66

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Section 11.7. Reports of Funds and Accounting
to Participants . . . . . . . . . . . . . 66

Article 12 - Participation by Other Employers. . . . . . . . . . 67

Section 12.1. Adoption of Plan. . . . . . . . . . . . . 67

Section 12.2. Withdrawal from Participation . . . . . . 67

Section 12.3. Company as Agent for Employers. . . . . . 67

Article 13 - Continuance by a Successor. . . . . . . . . . . . . 68

Article 14 - Amendment, Withdrawal and Termination . . . . . . . 69

Section 14.1. Amendment . . . . . . . . . . . . . . . . 69

Section 14.2. Withdrawal. . . . . . . . . . . . . . . . 69

Section 14.3. Termination . . . . . . . . . . . . . . . 70

Section 14.4. Trust Fund to Be Applied
Exclusively for Participants and
Their Beneficiaries . . . . . . . . . . . 71

Article 15 - Miscellaneous . . . . . . . . . . . . . . . . . . . 71

Section 15.1. Expenses. . . . . . . . . . . . . . . . . 71

Section 15.2. Non-Assignability . . . . . . . . . . . . 71

Section 15.3. Employment Non-Contractual. . . . . . . . 74

Section 15.4. Limitation of Rights. . . . . . . . . . . 74

Section 15.5. Merger or Consolidation with
Another Plan . . . . . . . . . . . . . . 74

Section 15.6. Gender and Plurals. . . . . . . . . . . . 74

Article 16 - Top-Heavy Plan Requirements . . . . . . . . . . . . 75

Section 16.1. Top-Heavy Plan Determination. . . . . . . 75

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Section 16.2. Minimum Contribution for
Top-Heavy Years . . . . . . . . . . . . . 76

Section 16.3. Special Rules for Applying
Statutory Limitations on Benefits . . . . 77

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<PAGE>

IOWA-ILLINOIS GAS AND ELECTRIC COMPANY
SAVINGS PLAN

ARTICLE 1
TITLE

This plan is titled "Iowa-Illinois Gas and Electric Company Savings
Plan" and constitutes an amendment and restatement, and therefore a
continuation, of the plan titled the same and in effect since August 1, 1976.
The terms of the plan in effect prior to the effective date of this amendment
and restatement shall continue to constitute the plan prior to such effective
date except as otherwise set forth herein. This plan includes a cash or
deferred arrangement intended to be a qualified cash or deferred arrangement
described in section 401(k) of the Internal Revenue Code of 1986, as amended.

ARTICLE 2
DEFINITIONS

As used herein the following words and phrases shall have the
following respective meanings unless the context clearly indicates otherwise:

(1) AFFILIATE.

(a) A corporation which is a member of the same controlled group
of corporations (within the meaning of section 414(b) of the Code) as
an Employer,

(b) a trade or business (whether or not incorporated) under
common control (within the meaning of section 414(c) of the Code) with
an Employer,

(c) any organization (whether or not incorporated) which is a
member of an affiliated service group (within the meaning of section
414(m) of the

<PAGE>

Code) which includes an Employer, a corporation described in clause
(a) of this subdivision or a trade or business described in clause (b)
of this subdivision, or

(d) any other entity which is required to be aggregated with the
Employer pursuant to Regulations promulgated under section 414(o) of
the Code.

(2) BENEFICIARY. The person or persons who shall be entitled
under Section 8.4 to receive benefits in the event of the death of a
Participant.

(3) CODE. The Internal Revenue Code of 1986, as amended.

(4) COMMITTEE. The Committee appointed by the board of
directors of the company pursuant to Section 11.1.

(5) COMPANY. Iowa-Illinois Gas and Electric Company, an
Illinois corporation, and any corporation which shall succeed to the
business of such corporation and adopt the Plan pursuant to Article
13.

(6) COMPENSATION. The total earnings paid in cash to an
Employee while the Employee is a Participant in the Plan by one or
more Employers, including any amounts which would have been so paid
but for elective contributions made on behalf of a Participant
pursuant to Section 4.1(a) of the Plan, but excluding any overtime
payments or other forms of extra compensation, such as supplemental
pay and standby pay, and any retroactive salary or wages paid to an
Employee by an Employer. Notwithstanding anything herein to the
contrary, an Employee's "compensation" (within the meaning of section
415 of the Code) in excess of the maximum dollar amount prescribed by
section 401(a)(17) of the Code (as adjusted for changes in the cost of
living pursuant to such section) shall not be taken into account for
any purpose under the Plan. For purposes of applying this limit to
the family unit of a "highly compensated Employee" (as defined in
Section 4.4(d)(4)), all members of the unit will be treated as one
Employee and the section 401(a)(17) limit will be allocated among all
the members in proportion to their amounts of compensation. For this
purpose, a family unit of a person includes that person, his or her
spouse and his or her lineal descendants who have not attained age 19
before the end of the Plan Year.

(7) DISABILITY. A medically determinable physical or mental
impairment which can be expected to be either of indefinite duration
or result in death and which renders an individual unable to engage in
any substantial gainful employment. Such determination shall be made
by the Committee with the advice of competent medical authority.

<PAGE>

(8) DISTRIBUTEE. A person entitled to receive a distribution
under Article 8 or Article 9.

(9) EFFECTIVE DATE. The effective date of this amendment and
restatement of the Plan with respect to an Employee's Employer, which
in the case of the Company and each other Employer participating in
the Plan on the date this amendment and restatement is adopted is
January 1, 1994, except where otherwise indicated, and in the case of
any other Employer shall be the date designated by such Employer.

(10) EMPLOYEE. An individual whose relationship with an
Employer is, under common law, that of an employee.

(11) EMPLOYER. The Company and any other corporation which
shall, with the consent of the Company, elect to participate in the
Plan in the manner described in Section 12.1 and any successor corpo-
ration which shall adopt the Plan pursuant to Article 13. If any such
corporation shall withdraw from participation in the Plan pursuant to
Section 12.2, or shall terminate its participation in the Plan
pursuant to Section 14.3, such corporation shall thereupon cease to be
an Employer.

(12) ENTRY DATE. The first day of each calendar month.

(13) ERISA. Employee Retirement Income Security Act of 1974, as
amended.

(14) FUNDS. The mutual funds, collective trusts, separate
accounts, direct investments or other arrangements selected by the
Committee, and the Company Stock Fund, all of which Participants may
elect for investment of their Plan Accounts.

(15) HOURS OF EMPLOYMENT.

(a) In the case of an Employee who is customarily
employed on a full-time basis, ten hours for each day for
which he is entitled to receive Compensation (including days
for which he receives Compensation without rendering
services such as paid holidays, vacations, sick leave or
disability leave).

(b) In the case of all other Employees, each hour for
which an Employee is entitled to receive Compensation
(including hours for any period during which he receives
Compensation without rendering services such as paid
holidays, vacations, sick leave or disability leave).

<PAGE>

The computation of Hours of Employment attributable to periods for which
records are inadequate shall be determined under uniform rules adopted by
the Committee in accordance with Department of Labor regulations Section
2530.200b-2(b), (c) and (f).

Any period of employment during which an Employee was employed by Carter
Resources, Inc., an Ohio corporation, shall be taken into account for
purposes of measuring such Employee's Hours of Employment to the same
extent it would have been had such period of employment been employment by
an Employer.

Any period of employment during which an Employee was employed by Medallion
Petroleum, Inc., an Oklahoma corporation, shall be taken into account for
purposes of measuring such Employee's Hours of Employment to the same
extent it would have been had such period of employment been employment by
an Employer.

Any period of employment during which an Employee was employed by DKM
Offshore Energy, Inc., a Texas corporation, and any period of employment
during which R. Cam Stiernberg was employed by DKM Resources, Inc., a
Delaware corporation, shall be taken into account for purposes of measuring
such Employee's Hours of Employment to the same extent it would have been
had such period of employment been employment by an Employer.

(16) PARTICIPANT. An Employee who has satisfied the
requirements set forth in Article 3 and, to the extent provided in
Section 5.2(c), an Employee or Retired Employee who has made a
rollover contribution to the Plan. An Employee shall cease to be a
Participant upon termination of employment for whatever reason except
as provided in Article 3, unless such Employee elects to defer the
distribution of his benefits in accordance with Section 8.2.

(17) PARTICIPANT'S PLAN ACCOUNT. The sum of the values of a
Participant's Fund accounts as determined in accordance with the rules
set forth in Article 7.

(18) PLAN. The Plan herein set forth, as from time to time
amended.

(19) PLAN YEAR. The accounting period of the Company for
federal income tax purposes.

(20) REGULATIONS. Written promulgations of the Department of Labor
construing Title I of ERISA or the Internal Revenue Service construing the
Code.

(21) SECOND EFFECTIVE DATE. January 1, 1983.

(22) TRUST. The Trust created by agreement between the
Employers and the Trustee, as from time to time amended.

<PAGE>

(23) TRUST FUND. All money and property of every kind held by
the Trustee under the Trust agreement.

(24) TRUSTEE. The Trustee provided for in Section 6.1, or any
successor Trustee or, if there shall be more than one Trustee acting
at any time, all of such Trustees collectively.

(25) VALUATION DATE. The close of business on the sixth
business day prior to the last business day of each calendar month, or
such other date or dates as determined by the Committee in its
discretion.

<PAGE>

ARTICLE 3

PARTICIPATION

SECTION 3.1. ELIGIBILITY REQUIREMENTS. Any Employee shall be
eligible to participate in the Plan as of the first Entry Date following the
satisfaction of the eligibility service requirement. An Employee shall satisfy
the eligibility service requirement at the end of the 12-month period beginning
on the date of his employment or at the end of any subsequent Plan Year
(including the Plan Year which commences prior to the end of the 12-month period
beginning on the date of his employment) if he has completed 1,000 or more Hours
of Employment in the preceding 12-month period. Notwithstanding the foregoing,
any Employee who on his date of hire is or subsequently becomes scheduled to
work as a regular full-time Employee shall be deemed to have satisfied the
eligibility service requirement as of his date of hire or the date on which he
becomes so scheduled, as the case may be.

Any Employee covered by a collective bargaining agreement who is
elected to an office in the local union or appointed to an office in the
International Brotherhood of Electrical Workers and who is granted a leave of
absence as a result of such election or appointment shall continue to be
eligible to participate in the Plan during such leave of absence.

If a Participant shall be transferred from one Employer to another or
from an Employer to an Affiliate, such transfer shall not terminate the
Participant's participation in the Plan, and such Participant shall continue to
participate in the Plan until an event shall

6
<PAGE>

occur which would have terminated his participation had he continued in the
service of an Employer until the occurrence of such event. Periods of service
with an Affiliate shall be taken into account only to the extent set forth in
Article 10.

SECTION 3.2. ELECTION TO PARTICIPATE. An Employee who is eligible to
participate in the Plan as of the Effective Date on which the Plan becomes
effective with respect to such Employee may become a Participant as of such
Effective Date or as of any subsequent Entry Date by filing a written election
with his Employer in the form prescribed by the Committee. Any other Employee
who is eligible to participate in the Plan may become a Participant as of any
Entry Date by filing a written election with his Employer in the form prescribed
by the Committee. In the case of Employees electing to become Participants on
any Effective Date, such election must be filed prior to the date prescribed by
the Committee and communicated to all Employees eligible to participate. In the
case of all Employees electing to become Participants on an Entry Date, such
election must be filed at least seven days prior to the Entry Date upon which
participation is to commence. Such election shall authorize the Employer to
deduct from the Employee's Compensation amounts specified by the Employee pursu-
ant to Section 4.1(a) and/or Section 5.1(a) and shall designate what portion of
such amounts shall be invested in each Fund. Such election shall evidence the
Employee's acceptance of and agreement to all of the provisions of the Plan and
in the Company Stock Fund.

ARTICLE 4

EMPLOYER CONTRIBUTIONS

<PAGE>

SECTION 4.1. ELECTIVE CONTRIBUTIONS. (a) ELECTION OF ELECTIVE
CONTRIBUTION. Subject to the limitations set forth in Sections 4.3, 4.4, 4.5
and 7.7, each Employer shall contribute on behalf of each Participant who is an
Employee of such Employer an amount equal to a whole percentage not more than
15% of such Participant's Compensation as the Participant shall designate in an
election made pursuant to Section 3.2 for each payroll period. The amount of
the Participant's Compensation otherwise payable for the period for which each
such contribution is made shall be reduced by the amount of such contribution by
means of a payroll deduction each pay period.

Notwithstanding the previous paragraph, if a Participant's
contribution for a payroll period is not an even dollar amount, such
contribution shall be rounded up to the next full dollar amount. Elective
contributions shall commence with the first payroll period ending after
participation commences. Contributions shall be transferred by the Employer to
the Trustee in accordance with the provisions of Section 6.1 not less frequently
than monthly.

(b) CHANGES IN AMOUNT OF CONTRIBUTIONS. Elective contributions shall
continue in effect at the rate designated by the Participant pursuant to Section
4.1(a) until the Participant changes such designation. A Participant may change
such designation within the limitations prescribed in Section 4.1(a) effective
with respect to compensation paid on and after the first day of any calendar
month by giving notice of such change through a telephone information system in
accordance with the written rules and conditions provided by the Committee, or
by one or more alternative methods in the form prescribed by

8
<PAGE>

the Committee for such purpose, not later than the 20th day of the immediately
preceding calendar month (or such other date as designated by the Committee).

(c) SUSPENSION AND RESUMPTION OF CONTRIBUTIONS. Any Participant may
suspend his elective contributions effective with respect to compensation paid
on and after the first day of any calendar month by giving notice of such change
through a telephone information system in accordance with the written rules and
conditions provided by the Committee, or by one or more alternative methods in
the form prescribed by the Committee for such purpose, no later than the 20th
day of the immediately preceding calendar month (or such other date as
designated by the Committee). A Participant may suspend his elective
contributions either indefinitely or for any specified period. If a
Participant's elective contributions are suspended indefinitely, such
contributions shall resume upon the Participant providing notice of such
resumption through a telephone information system in accordance with the written
rules and conditions provided by the Committee, or by one or more alternative
methods in the form prescribed by the Committee for such purpose, no later than
the 20th day of the calendar month before the first day of the calendar month in
which such contributions are to resume (or such other date as designated by the
Committee). If a Participant's elective contributions are suspended for a
specified period, such contributions shall be resumed automatically as of the
beginning of the calendar month after the end of such specified period.

SECTION 4.2. NON-ELECTIVE CONTRIBUTIONS. Subject to the limitations
set forth in Section 4.4 and 4.5, each Employer shall contribute for each Plan
Year on behalf of each Participant for whom an elective contribution is made
pursuant to Section 4.1(a), and who

9
<PAGE>

has satisfied the eligibility service requirement of Section 3.1 without regard
to the last sentence of the first paragraph of such Section, an additional
contribution (i) from the Second Effective Date through July 31, 1985, equal to
the lesser of (I) 50% of the amount of such contribution made pursuant to
Section 4.1(a) and (II) 3% of such Participant's Compensation for the period for
which the contribution is made, (ii) from August 1, 1985 through July 31, 1988,
equal to the lesser of (I) 55% of the amount of such contribution made pursuant
to Section 4.1(a) and (II) 3.3% of such Participant's Compensation for the
period for which the contribution is made, (iii) from August 1, 1988 through
July 31, 1993, equal to the lesser of (I) 60% of the amount of such contribution
made pursuant to Section 4.1(a) and (II) 3.6% of such Participant's Compensation
for the period for which the contribution is made, and (iv) from August 1, 1993,
equal to the lesser of (I) 65% of the amount of such contribution made pursuant
to Section 4.1(a) and (II) 3.9% of such Participant's Compensation for the
period for which the contribution is made. The non-elective contributions shall
be delivered to the Trustee in accordance with the provisions of Section 6.1 not
less frequently than monthly.

SECTION 4.3. $7,000 ANNUAL LIMIT ON ELECTIVE CONTRIBUTIONS. (a)
GENERAL RULE. Notwithstanding the provisions of Section 4.1(a), a Participant's
elective contributions made pursuant to Section 4.1(a) for any calendar year
shall not exceed $7,000 (as adjusted for cost-of-living increases in accordance
with section 415(d) of the Code).

(b) DISTRIBUTION OF EXCESS ELECTIVE CONTRIBUTIONS. If for any
calendar year the aggregate of the (i) elective contributions to this Plan and
(ii) amounts contributed under other plans or arrangements described in sections
401(k), 408(k) or 403(b) of the Code will

10
<PAGE>

exceed the limit imposed by paragraph (a) of this Section for the calendar year
in which such contributions were made ("excess elective contributions"), such
Participant shall, pursuant to such rules and at such time following such
calendar year as determined by the Committee, be allowed to submit a written
request that the excess elective contributions plus any income allocable thereto
be distributed to him. The amount of excess elective contributions to be so
distributed shall be reduced by any contributions previously distributed
pursuant to Section 4.4(e)(1) with respect to such Plan Year. The amount of any
income allocable to such excess elective contributions shall be determined
pursuant to Treasury Regulation section 1.402(g)-1(e)(5) and shall be determined
with respect to the Plan Year and the period of time between the end of the Plan
Year and the date such contributions are distributed as set forth in such
Regulation. Such adjusted amount of excess elective contributions shall be
distributed to the Participant no later than the April 15 following the calendar
year for which such contributions were made. Notwithstanding the provisions of
this paragraph, any such excess elective contributions shall be treated as
"annual additions" for purposes of Section 7.7.

SECTION 4.4. LIMITS ON CONTRIBUTIONS FOR HIGHLY COMPENSATED
EMPLOYEES. (a) LIMITS IMPOSED BY SECTION 401(k)(3) OF THE CODE.
Notwithstanding the provisions of Section 4.1(a), if the elective contributions
made pursuant to such Section for a Plan Year shall fail to satisfy both of the
tests set forth in paragraphs (1) and (2) of this subsection, the adjustments
prescribed in paragraph (1) of Section 4.4(e) shall be made.

(1) The average deferral percentage for the group consisting of
Participants who are highly compensated Employees of all Employers does not
exceed the

<PAGE>

product of the average deferral percentage for the group consisting of all other
Participants multiplied by 1.25.

(2) The average deferral percentage for the group consisting of
Participants who are highly compensated Employees of all Employers (i) does
not exceed the average deferral percentage of the group consisting of all
other Participants by more than 2 percentage points, and (ii) does not
exceed the product of the average deferral percentage of such group
multiplied by 2.0.

(b) LIMITS IMPOSED BY SECTION 401(m) OF THE CODE. Notwithstanding
the provisions of Sections 4.2 and 5.1, if the non-elective contributions and
after-tax contributions made pursuant to such Sections for a Plan Year shall
fail to satisfy both of the tests set forth in paragraphs (1) and (2) of this
section, the adjustments prescribed in paragraph (2) of Section 4.4(e) shall be
made.

(1) The average contribution percentage for the group consisting of
Participants who are highly compensated Employees of all Employers does not
exceed the product of the average contribution percentage for the group
consisting of all other Participants multiplied by 1.25.

(2) The average contribution percentage for the group consisting of
Participants who are highly compensated Employees of all Employers (i) does
not exceed the average contribution percentage of the group consisting of
all other Participants by more than 2 percentage points, and (ii) does not
exceed the product of the average contribution percentage of such group
multiplied by 2.0.

(c) THE AGGREGATE LIMIT ON CONTRIBUTIONS. Notwithstanding anything
herein to the contrary, if the elective contributions, nonelective contributions
and after-tax contributions made pursuant to Sections 4.1(a), 4.2 and 5.1(a),
respectively, for a Plan Year shall fail to satisfy all of the tests set forth
in paragraphs (1), (2) and (3) of this subsection, the adjustments prescribed in
paragraph (3) of Section 4.4(e) shall be made.

12
<PAGE>

(1) The sum of the average deferral percentage (as determined under
paragraph (1) of Section 4.4(d) after making the adjustments required by
paragraph (1) of Section 4.4(e) for the Plan Year) and the average
contribution percentage (as determined under paragraph (2) of Section
4.4(d) after making the adjustments required by paragraph (2) of Section
4.4(e) for the Plan Year) for the group consisting of Participants who are
highly compensated Employees of all Employers does not exceed the aggregate
limit for such Plan Year.

(2) The average deferral percentage for the group consisting of
Participants who are highly compensated Employees of all Employers does not
exceed the product of the average deferral percentage for the group
consisting of all other Participants multiplied by 1.25.

(3) The average contribution percentage for the group consisting of
Participants who are highly compensated Employees of all Employers does not
exceed the product of the average contribution percentage for the group
consisting of all other Participants multiplied by 1.25.

(d) DEFINITIONS. For purposes of this Section:

(1) the average deferral percentage for a group of Participants for a
Plan Year shall be the average of the ratios, calculated separately for
each Participant in such group to the nearest one-hundredth of one percent,
of the elective contributions made pursuant to Section 4.1(a), and in the
Committee's sole discretion, to the extent permitted under rules prescribed
by the Secretary of the Treasury or otherwise under the law, any part or
all of the non-elective contributions made pursuant to Section 4.2, during
such year for the benefit of such Participant to the total Compensation for
such Plan Year paid to such Participant;

(2) the average contribution percentage for a group of Participants
for a Plan Year shall be the average of the ratios, calculated separately
for each Participant in such group to the nearest one-hundredth of one
percent, of the non-elective contributions made pursuant to Section 4.2 and
the after-tax contributions made pursuant to Section 5.1(a), but not
including non-elective contributions used in the calculation of the average
deferral percentage under the preceding paragraph, during such year for the
benefit of such Participant to such Participant's compensation for such
Plan Year;

(3) the aggregate limit shall equal the greater of (i) the sum of (A)
125% of the greater of (I) the average deferral percentage for the group of
Participants who are not highly-compensated Employees, or (II) the average
contribution percentage for the group of Participants who are not highly-
compensated Employees plus (B) two percentage points plus the lesser of (I)
or (II) above, but not greater than 200 percent of the lesser of (I) or
(II) above or (ii) the sum of (a) 125% of the lesser of (I) or (II) above
plus (b) two percentage points plus the greater of (I) or (II) above, but
not greater than 200 percent of the greater of (I) or (II) above.

<PAGE>

(4) "highly-compensated Employee" shall mean any Employee who
performs services in the determination year and is in one or more of the
following groups: (i) Employees who were five percent owners as defined in
Section 416(i)(1)(A)(iii) of the Code at any time during the determination
year or the look-back year, (ii) Employees with compensation greater than
$75,000 (adjusted for increases in the cost of living as set forth in
section 415(d) of the Code) during the look-back year (or during the
determination year if such Employee is a member of the group of 100
Employees paid the greatest compensation during the determination year),
(iii) Employees who with respect to the look-back year (or with respect to
the determination year if such Employee is a member of the group of 100
Employees paid the greatest compensation during the determination year)
have compensation greater than $50,000 (adjusted for increases in the cost
of living as set forth in section 415(d) of the Code) and are in the top
paid group, (iv) Employees who with respect to the look-back year (or with
respect to the determination year if such Employee is a member of the group
of 100 Employees paid the greatest compensation during the determination
year) are officers (as determined in accordance with section 416(i) of the
Code) of an Employer and who have compensation greater than 50% of the
dollar limit in effect under section 415(b)(1)(A) of the Code with respect
to such look-back (or determination) year, and (v) any person who was an
Employee who had a separation year prior to the determination year and was
a highly compensated Employee as described in any of clauses (i) through
(iv) above for either (A) his separation year or (B) any determination year
ending on or after his attainment of age 55. For purposes of determining
whether a person is a highly compensated Employee of an Employer with
respect to a Plan Year, the term "determination year" means the Plan Year
for which the determination is being made; the term "look-back year" means
the twelve-month period immediately preceding the determination year; the
term "top-paid group" means the top 20% of employees of the Employer ranked
on the basis of compensation received during the year (provided however
that when determining the number of employees in such group employees
described in section 414(q)(8) of the Code and Q&A 9(b) of Treasury
Regulation section 1.414(q)-1T are excluded); the number of officers is
limited to 50 (or, if less, the greater of 3 employees of the Employer and
10% of all employees of the Employer) excluding those employees who may be
excluded in determining the top-paid group; when no officer has
compensation in excess of 50% of the dollar limit in effect under section
415(b)(1)(A) of the Code, the highest paid officer is a highly compensated
Employee; "compensation" means compensation within the meaning of section
415(c)(3) of the Code, including elective or salary reduction contributions
to a cafeteria plan, cash or deferred arrangement or tax-sheltered annuity;
employers aggregated under section 414(b), (c), (m) or (o) of the Code are
treated as a single employer; and "separation year" means the determination
year the employee separates from service with the Employer.

(5) "compensation" shall have the meaning set forth in section 414(s)
of the Code or in the discretion of the Committee, any other meaning in
accordance with the Code for these purposes;

<PAGE>

(6) if this Plan and one or more other plans of an Employer to which
elective contributions, non-elective contributions, after-tax contributions
or qualified non-elective contributions (as such term is defined in section
401(m)(4)(C) of the Code) are treated as one plan for purposes of section
410(b) of the Code, such plans shall be treated as one plan for purposes of
this Section. If a highly compensated Employee participates in this Plan
and one or more other plans of an Employer to which any such contributions
are made, all such contributions shall be aggregated for purposes of this
Section; and

(7) if any Participant is a 5% owner as defined in section
416(i)(1)(A)(iii) of the Code or one of the ten most highly compensated
Employees of the Employer, then only one deferral percentage and one
contribution percentage shall be determined with respect to the group of
the Participant and all other eligible family members with respect to such
Participant (who shall together with the Participant be treated as one
highly compensated Employee) as follows:

(A) the deferral percentage for such group shall be the greater
of (i) the deferral percentage determined by combining the elective
contributions, non-elective contributions and compensation of all
group members who are highly compensated Employees and (ii) the
deferral percentage determined by combining the elective
contributions, non-elective contributions and compensation of all
group members, and

(B) the contribution percentage for such group shall be the
greater of (i) the contribution percentage determined by combining the
non-elective contributions, after-tax contributions and compensation
of all group members who are highly compensated Employees and (ii) the
contribution percentage determined by combining the non-elective
contributions, after-tax contributions and compensation of all group
members.

For this purpose, family member means a spouse of the Participant and the
lineal ascendents and descendants (and spouses of such ascendents and
descendants) of any Employee or former Employee.

(e) ADJUSTMENTS TO ACCOUNTS TO COMPLY WITH LIMITS.

(1) ADJUSTMENTS TO COMPLY WITH SECTION 401(k)(3) OF THE CODE. The
Committee shall cause to be made such periodic computations as it shall deem
necessary or appropriate to determine whether either of the tests set forth in
paragraph (1) or (2) of Section 4.4(a) shall be satisfied during a Plan Year,
and, if it shall appear to the Committee

15
<PAGE>

that neither of such tests shall be satisfied, the Committee shall take such
steps as it shall deem necessary or appropriate to adjust the elective
contributions made pursuant to Section 4.1(a) for all or a portion of the
remainder of such Plan Year on behalf of each Participant who is a highly
compensated Employee to the extent necessary in order for one of such tests to
be satisfied. If after taking such steps the Committee determines that such
Participants may resume such contributions at levels permitted prior to such
adjustments, the Committee may allow such Participants to resume such
contribution levels. If after the end of a Plan Year it is determined that
regardless of any such steps taken neither of the tests set forth in paragraph
(1) or (2) of Section 4.4(a) shall be satisfied with respect to such Plan Year,
the Committee shall calculate the maximum deferral percentage permissible for
Participants who are highly compensated Employees under the tests set forth in
paragraphs (1) and (2) of Section 4.4(a) and reduce the elective contributions
made on behalf of each Participant who is a highly compensated Employee and
whose actual deferral percentage is the highest until such actual deferral
percentage equals the greater of (A) such maximum deferral percentage and (B)
the actual deferral percentage of the highly compensated Employee with the next
highest actual deferral percentage. If further reductions are necessary, then
such contributions on behalf of each Participant who is a highly compensated
Employee and whose actual deferral percentage, after the reduction described in
the preceding sentence, is the highest shall be reduced in accordance with the
previous sentence. Such reductions shall continue to be made to the extent
necessary so that the actual deferral percentage of all Participants who are
highly compensated Employees does not exceed such maximum deferral percentage.
The Committee shall distribute no later than the last day of the subsequent Plan
Year to such Participant (I) the amount of such reductions plus any income
allocable thereto and (II) any corresponding

16
<PAGE>

non-elective contributions related thereto plus any income allocable thereto.
The amount of elective contributions distributed shall be reduced by any
elective contributions previously distributed to such Participant pursuant to
Section 4.3 for such Plan Year. The amount of any income distributed shall be
determined pursuant to Proposed Treasury Regulation Section 1.401(k)-1(f)(4) and
shall be determined with respect to the Plan Year and the period of time
beginning with the end of the Plan Year and ending with the date the
contributions are so distributed as set forth in such Regulation. For purposes
of this paragraph (1), (A) if a highly compensated Employee's deferral
percentage is determined pursuant to Section 4.4(d)(7)(A)(ii), then the deferral
percentage of the group described in that Section is reduced as described above
and the excess contributions for that group shall be allocated among the members
of that group in proportion to the elective contributions of each member, and
(B) if a highly compensated Employee's deferral percentage is determined
pursuant to Section 4.4(d)(7)(A)(i), then the deferral percentage of the group
described in that Section is reduced as described above but not below the
deferral percentage of group members who are not highly compensated Employees
and excess contributions for that group are determined by taking into account
the contributions of the group members who are highly compensated Employees and
are allocated among such members in proportion to their elective contributions,
and any necessary further reduction is to be made and corresponding excess
contributions are to be determined and allocated in accordance with clause (A)
of this sentence.

(2) ADJUSTMENTS TO COMPLY WITH SECTION 401(m) OF THE CODE. The
Committee shall cause to be made such periodic computations as it shall deem
necessary or appropriate to determine whether either of the tests set forth in
paragraph (1) or (2) of

<PAGE>

Section 4.4(b) shall be satisfied during a Plan Year, and, if it shall appear to
the Committee that neither of such tests shall be satisfied, the Committee shall
take such steps as it shall deem necessary or appropriate to adjust the after-
tax contributions made pursuant to Section 5.1(a) and the non-elective
contributions made pursuant to Section 4.2 for all or a portion of the remainder
of such Plan Year on behalf of each Participant who is a highly compensated
Employee to the extent necessary in order for one of such tests to be satisfied.
If after the end of a Plan Year it is determined that regardless of any steps
taken neither of the tests set forth in paragraph (1) or (2) of Section 4.4(b)
shall be satisfied with respect to such Plan Year, the Committee shall calculate
the maximum contribution percentage permissible for Participants who are highly
compensated Employees under the tests set forth in paragraphs (1) and (2) of
Section 4.4(b) and reduce the after-tax contributions made on behalf of each
Participant who is a highly compensated Employee in the manner described in
paragraph (1) of this subsection to the extent necessary to comply with Section
4.4(b). If the adjustments required by this paragraph exceed the amount of the
after-tax contributions made on behalf of such Participant, the non-elective
contributions made on behalf of each Participant who is a highly compensated
Employee shall be reduced in the manner described in paragraph (1) of this
subsection to the extent necessary to comply with Section 4.4(b). The Committee
shall distribute no later than the last day of the subsequent Plan Year to such
Participant the amount of such reductions plus any income allocable thereto.
The amount of any such income shall be determined pursuant to Proposed Treasury
Regulation Section 1.401(m)-1(e)(3) and shall be determined with respect to the
Plan Year and period of time beginning with the end of the Plan Year and ending
with the date the contributions are distributed as set forth in such Regulation.
For purposes of this paragraph (2), (A) if a highly compensated Employee's

<PAGE>

contribution percentage is determined pursuant to Section 4.4(d)(7)(B)(ii), then
the contribution percentage of the group described in that Section is reduced as
described above and the excess contributions for that group shall be allocated
among the members of that group in proportion to the after-tax contributions
and, if applicable, non-elective contributions of each member, and (B) if a
highly compensated Employee's contribution percentage is determined pursuant to
Section 4.4(d)(7)(B)(i), then the contribution percentage of the group described
in that Section is reduced as described above but not below the contribution
percentage of group members who are not highly compensated Employees and excess
contributions for that group are determined by taking into account the
contributions of the group members who are highly compensated Employees and are
allocated among such members in proportion to their after-tax contributions and,
if applicable, non-elective contributions, and any necessary further reduction
is to be made and corresponding excess contributions are to be determined and
allocated in accordance with clause (A) of this sentence.

(3) ADJUSTMENTS TO COMPLY WITH THE AGGREGATE LIMIT. If, after making
the adjustments and reductions required by paragraphs (1) and (2) of this
subsection for a Plan Year, the Committee shall determine that none of the tests
set forth in paragraph (1), (2) or (3) of Section 4.4(c) shall be satisfied, the
Committee shall no later than the last day of the subsequent Plan Year reduce
the after-tax contributions made pursuant to Section 5.1(a) for such Plan Year
on behalf of each Participant who is a highly compensated Employee to the extent
necessary to eliminate such excess. If the adjustments required by this
paragraph exceed the amount of the after-tax contributions made on behalf of
such Participant, (I) the elective contributions made pursuant to Section 4.1(a)
for such Plan

19
<PAGE>

Year on behalf of such Participant who is a highly compensated Employee and (II)
any corresponding non-elective contributions related thereto shall be reduced to
the extent necessary to eliminate such excess. Such reduction shall be effected
by calculating the maximum deferral percentage permissible for Participants who
are highly compensated Employees under the aggregate limit for such Plan Year
and reducing the after-tax contributions and, if applicable, elective
contributions (and corresponding nonelective contributions) made on behalf of
each Participant who is a highly compensated Employee in the manner described in
paragraph (1) of this subsection.

SECTION 4.5. LIMITATION ON EMPLOYER CONTRIBUTIONS. The aggregate
elective and non-elective contributions of an Employer pursuant to Sections
4.1(a) and 4.2 for any Plan Year shall not exceed the maximum amount for which a
deduction is allowable to such Employer for federal income tax purposes for the
fiscal year of such Employer with or within which such Plan Year ends on account
of such contribution. If the amount which an Employer would otherwise be
required to contribute is limited by the preceding sentence, the amount of the
contribution by such Employer otherwise required by Sections 4.1(a) and 4.2,
after giving effect to any limitation or refund required by Sections 4.3 and
4.4, shall be reduced by a like amount. The amount of such reduction shall be
applied ratably in reduction of the amount otherwise required to be contributed
for such Plan Year on behalf of each Participant under Sections 4.1(a) and 4.2.
The amount of any reduction applicable to the contribution otherwise required to
be made on behalf of a Participant under Section 4.1(a) which has previously
been applied in reduction of such Participant's Compensation shall be paid to
such Participant.

<PAGE>

Any contribution made by an Employer by reason of a good faith mistake
of fact, or the portion of any contribution made by an Employer which exceeds
the maximum amount for which a deduction is allowable to the employer for
federal income tax purposes by reason of a good faith mistake in determining the
maximum deductible amount, shall upon the request of such Employer be returned
by the Trustee to such Employer, and if any such contribution was an elective
contribution, the amount thereof shall be paid by the Employer to the
Participants on whose behalf such contribution was made and included in the
Participants' compensation for federal income tax purposes for the year of such
payment. The Employer's request and the return of any such contribution must be
made within one year after such contribution was mistakenly made or after the
deduction of such excess portion of such contribution was disallowed, as the
case may be. The amount to be returned to the Employer pursuant to this
paragraph shall be the excess of (i) the amount contributed over (ii) the amount
that would have been contributed had there not been a mistake of fact or a
mistake in determining the maximum allowable deduction. Earnings attributable
to the mistaken contribution shall not be returned to the Employer, but losses
attributable thereto shall reduce the amount to be so returned. If the return
to the Employer of the amount attributable to the mistaken contribution would
cause the balance of any Participant's Plan Account as of the date such amount
is to be returned (determined as if such date coincided with the close of a Plan
Year) to be reduced to less than what would have been the balance of such
account as of such date had the mistaken amount not been contributed, the amount
to be returned to the Employer shall be limited so as to avoid such reduction.

21
<PAGE>

SECTION 4.6. VESTING OF EMPLOYER CONTRIBUTIONS. All contributions
made on behalf of a Participant by an Employer shall be non-forfeitable.

ARTICLE 5

EMPLOYEE CONTRIBUTIONS

SECTION 5.1. EMPLOYEE CONTRIBUTIONS. (a) ELECTION OF EMPLOYEE
CONTRIBUTIONS. Subject to the limitations set forth in Sections 4.4 and 7.7,
each Participant who is an Employee may elect with respect to compensation paid
on and after the first day of any calendar month to contribute an amount equal
to a whole percentage not more than 15% of such Participant's Compensation to
the Plan on an after-tax basis ("after-tax contributions"). Any such election
shall be made by filing a written application with the Participant's Employer in
the form prescribed by the Committee not later than the 20th day of the calendar
month (or such other date as designated by the Committee) prior to the first day
of the calendar month in which such contributions are to commence. Such
election shall authorize the Participant's Employer to deduct after-tax
contributions from the Participant's Compensation in the amount specified by the
Participant and shall evidence the Participant's acceptance of all the
provisions of the Plan pertaining to such after-tax contributions.

Notwithstanding the previous paragraph, if a Participant's after-tax
contributions for a payroll period is not an even dollar amount, such
contribution shall be rounded up to the next full dollar amount. Contributions
shall be transferred by the Employer to the Trustee in accordance with the
provisions of Section 6.1 not less frequently

22
<PAGE>

than monthly.

(b) CHANGES IN AMOUNT OF CONTRIBUTIONS. After-tax contributions
shall continue in effect at the rate designated by the Participant pursuant to
Section 5.1(a) until the Participant changes such designation. A Participant
may change such designation within the limitations prescribed in Section 5.1(a)
effective with respect to compensation paid on and after the first day of any
month by giving notice of such change through a telephone information system in
accordance with the written rules and conditions provided by the Committee, or
by one or more alternative methods in the form prescribed by the Committee for
such purpose, not later than the 20th day of the month before the first day of
the calendar month in which such change is to be effective (or such other date
as designated by the Committee).

(c) SUSPENSION AND RESUMPTION OF CONTRIBUTIONS. Any Participant may
suspend his after-tax contributions effective with respect to compensation paid
on and after the first day of any calendar month by giving notice of such change
through a telephone information system in accordance with the written rules and
conditions provided by the Committee, or by one or more alternative methods in
the form prescribed by the Committee for such purpose, no later than the 20th
day of the calendar month prior to the first day of the calendar month in which
the suspensions shall be effective (or such other date as designated by the
Committee). A participant may suspend his after-tax contributions either
indefinitely or for any specified period. If a Participant's after-tax
contributions are suspended indefinitely, such contributions shall resume upon
the Participant providing notice of such resumption through a telephone
information system in accordance with the

23
<PAGE>

written rules and conditions provided by the Committee, or by one or more
alternative methods in the form prescribed by the Committee for such purpose, no
later than the 20th day of the calendar month before the first day of the
calendar month on which such contributions are to resume (or such other date as
designated by the Committee). If a Participant's after-tax contributions are
suspended for a specified period, such contributions shall be resumed
automatically as of the first day of the calendar month after the end of such
specified period.

SECTION 5.2. ROLLOVER CONTRIBUTIONS BY EMPLOYEES. (a) REQUIREMENTS
FOR ROLLOVER CONTRIBUTIONS. If (i) an Employee or retired Employee receives a
distribution from the Iowa-Illinois Gas and Electric Company Tax Reduction Act
Stock Ownership Plan ("TRASOP") upon termination of such plan, or (ii) an
Employee whose employment with an Employer commences after October 22, 1987
receives, either before or after becoming an Employee, (I) for distributions
received prior to 1993, a "qualified total distribution" (within the meaning of
section 402(a)(5)(E)(i) of the Code), or (II) for distributions received after
1992, an "eligible rollover distribution" within the meaning of Section 402 of
the Code, from an employees' trust described in section 401(a) of the Code which
is exempt from tax under section 501(a) of the Code or from a qualified annuity
plan described in section 403(a) of the Code, then such Employee or retired
Employee may contribute to the Plan an amount which does not exceed the stock
and cash, if any, distributed to him upon termination of the TRASOP or the
amount of such qualified total distribution or eligible rollover distribution
(including the proceeds from the sale of any property received as a part of such
qualified total distribution or eligible rollover distribution) less the amount
considered contributed to such trust or annuity plan by such Employee
(determined by applying section 402(e)(4)(D)(i) of

24
<PAGE>

the Code). If an Employee whose employment with an Employer commences after
October 22, 1987 receives, either before or after becoming an Employee, a
distribution or distributions from an individual retirement account or
individual retirement annuity (within the meaning of section 408 of the Code)
and (i) the amount received represents the entire amount in such account or the
entire value of such annuity, and (ii) no amount in such account or no part of
the value of such annuity is attributable to any source other than a qualified
total distribution (within the meaning of section 402(a)(5)(E)(i) of the Code)
for amounts distributed prior to 1993 or eligible rollover distribution for
amounts distributed after 1992 from an employees' trust described in section
401(a) of the Code which is exempt from tax under section 501(a) of the Code or
an annuity plan described in section 403(a) of the Code, and any earnings on
such distribution or distributions, then such Employee may contribute to the
Plan such distribution or distributions.

(b) DELIVERY OF ROLLOVER CONTRIBUTIONS TO COMMITTEE. An Employee or
retired Employee shall deliver any contribution pursuant to this Section to the
Committee and the Committee shall deliver such contribution to the Trustee on or
before the 60th day after the day on which the Employee receives the
distribution or on or before such later date as may be prescribed by law.
Unless such contribution consists of stock or cash received by the Employee or
retired Employee upon the termination of the TRASOP, it must be accompanied by
(i) the Employee's written certification that, to the best of his knowledge, the
amount so transferred meets the conditions specified in this Section and (ii) a
copy of any documents the Employee received advising him of the amount and the
character of such distribution. Unless such contribution consists of stock and
cash received by an Employee or retired Employee upon termination of the TRASOP,
the full amount of such

25
<PAGE>

rollover contribution must be in cash. Notwithstanding the foregoing, the
Committee shall not accept a contribution pursuant to this Section if in its
judgment accepting such contribution would cause the Plan to violate any
provision of the Code or relevant Treasury Regulations.

(c) SPECIAL ACCOUNTING AND DISTRIBUTION RULES FOR ROLLOVER
CONTRIBUTIONS. The Committee shall establish and maintain, or cause to be
established and maintained, for each Employee or retired Employee who makes a
contribution pursuant to this Section a Rollover Account and the Employee's
rollover contribution shall be credited to such account as of the date on which
such contribution is delivered to the Trustee. If a rollover contribution is
made by an Employee or retired Employee who is not otherwise a Participant, such
Employee or retired Employee shall be deemed to be a Participant for all
purposes of the Plan except for the purposes of the allocation of Employer
contributions provided for in Sections 4.1(a) and 4.2 and any determination of
when he becomes a Participant pursuant to Articles 3 and 10.

(d) INVESTMENT OF ROLLOVER CONTRIBUTIONS. All of an Employee's
rollover contribution pursuant to this Section shall be invested as directed by
the Employee. Notwithstanding the foregoing, however, if an Employee's or
retired Employee's rollover contribution consists of stock or cash received by
the Employee or retired Employee upon termination of the TRASOP, all of such
contribution shall be invested initially in the Company Stock Fund.

26
<PAGE>

ARTICLE 6

FUNDING OF PLAN AND INVESTMENT PROVISIONS

SECTION 6.1. FUNDING. The Employers shall create a Trust by
agreement with one or more Trustees for the purpose of funding the benefits
provided by the Plan. The Committee shall approve and direct the Trustee to
make available as investment options to Participants such Funds as designated by
the Committee. The Company Stock Fund shall consist solely of shares of the
Company's common stock and cash to the extent such cash cannot be invested in
such shares. All Employee and Employer contributions under the Plan shall be
paid at the direction of the Committee to the Trustee. The Trustee shall hold
all monies and other property received by it and invest and reinvest the same,
together with the income therefrom on behalf of the Participants collectively in
accordance with the provisions of the Trust as the case may be. The Trustee
shall make payments from the Trust Fund to such person or persons and in such
amounts and at such times as the Committee shall direct in accordance with the
terms of Plan and the Trust. The Director of Human Resources at the Company is
the fiduciary responsible for ensuring that (i) adequate procedures are
established and followed to maintain confidentiality with respect to Employees'
purchases, holdings and sales of securities under the Company Stock Fund and
Employees' exercises of voting, tender and similar rights with respect to such
Fund and (ii) a fiduciary independent of the Employers is appointed to carry out
activities with respect to such Fund that the Company's Director of Human
Resources determines involve a potential for undue Employer influence upon
Employees with regard to the direct or indirect exercise of shareholder rights.

27
<PAGE>

SECTION 6.2. INVESTMENT OF CONTRIBUTIONS. Each Participant shall, by
written direction to the Committee, designate any whole percentage of
contributions made on his behalf which shall be invested in each of the Funds.
In the absence of a Participant's specific designation, all contributions will
be invested in a fixed income fund or other low-risk fund as selected by the
Committee. The opportunity to direct investments shall be offered to
Participants in accordance with Section 404(c) of ERISA, and as provided in such
Section, the fiduciaries for the Plan will not be liable for any losses that are
the direct and necessary result of investment directions by Participants.

SECTION 6.3. CHANGE OF INVESTMENT DIRECTION. Any investment
direction given by a Participant pursuant to Section 6.2 shall continue in
effect until changed by the Participant pursuant to this Section. A Participant
may change any such direction effective with the first contribution made on
behalf of such Participant following the date on which the Participant gives
notice of such change through a telephone information system in accordance with
the written rules and conditions provided by the Committee, or by one or more
alternative methods in the form prescribed by the Committee for such purpose,
provided such notice is given no later than the last business day prior to the
date on which such contribution is made (or such other date as designated by the
Committee). Any such change shall affect only the investment of contributions
made on his behalf which are made subsequent to the effective date of the
change.

SECTION 6.4. TRANSFERS BETWEEN INVESTMENT FUNDS. A Participant may
direct that all or any part of the value of his interest in any Fund be
transferred to any other Fund as of any business day, based on the values of the
Funds established on such business

28
<PAGE>

day, by giving notice through a telephone information system in accordance with
the written rules and conditions provided by the Committee, or by one or more
alternative methods prescribed by the Committee for such purpose; provided,
however, that transfers to or from the Company Stock Fund shall not be effective
until five business days following the date on which such notice of transfer is
received by the Committee unless otherwise designated. Any such transfer shall
be made from the accounts and subdivisions thereof in such Fund to the
respective accounts and subdivisions thereof in the other Fund on a pro rata
basis.

<PAGE>

ARTICLE 7

PARTICIPANTS' ACCOUNTS

SECTION 7.1. PARTICIPANT ACCOUNTS. (a) ESTABLISHMENT OF ACCOUNTS.
The Committee shall establish and maintain or cause to be established and
maintained by such agent or agents as the Committee may elect for this purpose
separate accounts for each Participant. The accounts of a Participant shall
consist of (1) an account established with respect to after-tax contributions
made pursuant to Section 5.1(a) which shall be referred to as the "After-Tax
Account", (2) an account established with respect to elective contributions made
pursuant to Section 4.1 which shall be referred to as the "Before-Tax Account"
and (3) an account established with respect to contributions, if any, made
pursuant to Section 5.2 referred to as the "Rollover Account". Accounts shall
be further divided between Fund accounts, reflecting the investment options the
Participant has selected. After-Tax Accounts shall be subdivided into an
Employee Account, which shall hold after-tax contributions made pursuant to
Section 5.1(a) (including after-tax contributions made prior to the Second
Effective Date), and an Employer Account, which shall hold the non-elective
contributions made pursuant to Section 4.2.

(b) CREDITING OF ACCOUNTS. As of the last day of each calendar
month, or such earlier date as determined by the Committee, the designated
accounts of each Participant shall be appropriately credited with the amount of
his elective contributions made pursuant to Section 4.1(a) or the reallocation
of his other accounts, if any, with respect to the current calendar month, with
any non-elective contributions made on his

30
<PAGE>

behalf pursuant to Section 4.2 with respect to the current calendar month and
with the amount of his after-tax contributions made pursuant to Section 5.1(a).

SECTION 7.2. PARTICIPATING UNITS.

(a) The interests of Participants in any Fund shall be measured by
participating units in the particular Fund, the number and value of which shall
be determined as of each Valuation Date as provided in the succeeding paragraph.
Each participating unit shall have an equal beneficial interest in the Fund, and
none shall have priority or preference over any other.

(b) One participating unit, or fraction thereof, shall be allocated
to the Employer Account maintained for each Participant in each Fund for each
dollar, or fraction thereof, contributed on behalf of such Participant by an
Employer prior to the first Valuation Date and allocated to such Fund in
accordance with the Participant's directions made pursuant to Section 6.2, and
one participating unit, or fraction thereof, shall be allocated to the Employee
Account maintained for each Participant in each Fund for each dollar, or
fraction thereof, contributed by such Participant by means of payroll deductions
prior to such date and allocated to such Fund in accordance with the
Participant's directions made pursuant to Section 6.2. As soon as practicable
after the first Valuation Date, the Committee shall determine the value of each
Fund as of such Valuation Date in the manner prescribed in Section 7.3, and the
value so determined shall be divided by the total number of participating units
allocated to the Employer and Employee Accounts of such Fund maintained for
Participants in accordance with the preceding sentence. The resulting

31
<PAGE>

quotient (carried out to at least four decimal places) shall be the value of a
participating unit in such Fund as of such Valuation Date and shall constitute
the "price" of a participating unit in such Fund until the next Valuation Date.
Until such next Valuation Date, participating units shall be allocated, at the
price so determined, to the appropriate Employer and Employee Accounts of
Participants with respect to moneys paid to the Trustee by them or on their
behalf and allocated to such accounts in accordance with the Participant's
directions pursuant to Section 6.2. The value of each participating unit
allocated to a Participant's Employer and Employee Account and, after the Second
Effective Date, each Participant's Before-Tax Accounts and Rollover Accounts in
each Fund shall be redetermined in a similar manner as of each Valuation Date,
and such value shall be the price of participating units allocated to
Participant's Employer and Employee Accounts and Before-Tax Accounts and
Rollover Accounts in each Fund until the next Valuation Date. Fractional units
shall be calculated to at least two decimal places.

(c) If a Participant shall direct, pursuant to Section 6.4, that his
interest in a Fund or any part thereof shall be transferred to any other Fund or
if a Participant's interest in a Fund or any part thereof is distributed or
withdrawn, the number of participating units representing such interest or
portion thereof as of the applicable Valuation Date shall be cancelled for
purposes of any subsequent determination of the number and value of
participating units in such Fund.

(d) If the Committee shall so direct, the number of participating
units in a Fund shall be changed as of any Valuation Date, and, in that event,
the value of each participating unit therein shall be proportionately changed.

32
<PAGE>

SECTION 7.3. VALUATION OF FUNDS. The value of a Fund as of any
Valuation Date shall be the fair market value of all assets (including any
uninvested cash) held in the Fund as determined by the Trustee on the basis of
such evidence and information as deemed pertinent and reliable, reduced by the
amount of any accrued liabilities of the Fund on such Valuation Date. The
Trustee's determinations of fair market value shall be conclusive and binding
upon all parties. Non-elective contributions due but not received by the
Trustee on or before a Valuation Date, elective contributions and after-tax
contributions which have been withdrawn from Participants' Compensation but not
received by the Trustee on or before a Valuation Date, and any contribution
received by the Committee pursuant to Section 5.2(b) but not delivered to the
Trustee on or before a Valuation Date, which, when received, would be part of
the assets of a Fund, shall not be taken into account in valuing such Fund.

SECTION 7.4. VALUATION OF ACCOUNTS.

(a) The value of a Participant's Before-Tax Account in each Fund
as of any Valuation Date shall be the value of the participating units
allocated or allocable to such account as of such Valuation Date,
including the Company's common shares and any cash in lieu of
fractional shares allocated or allocable to such account as of such
Valuation Date, plus any elective and non-elective contributions
payable on his behalf with respect to a period ending on or prior to
the Valuation Date but not yet paid to the Trustee on such Valuation
Date, and which, when paid, would be allocable to such account.

(b) The value of a Participant's Employer and Employee Accounts
in each Fund as of any Valuation Date shall be the value of the
participating units allocated or allocable to such account as of such
Valuation Date, including the Company's common shares and any cash in
lieu of fractional shares allocated or allocable to such account as of
such Valuation Date, plus any after-tax contributions payable on his
behalf with respect to a period ending on or prior to the Valuation
Date but not yet paid to the Trustee on

<PAGE>

such Valuation Date, and which, when paid, would be allocable to such account.

(c) The value of a Participant's Rollover Account in each Fund
as of any Valuation Date shall be the value of the participating units
allocated or allocable to such account as of such Valuation Date,
including the Company's common shares and any cash in lieu of
fractional shares allocated or allocable to such account as of such
Valuation Date, plus any contribution received by the Committee from
the Participant but not yet received by the Trustee on such Valuation
Date.

SECTION 7.5. VALUE OF PLAN ACCOUNT. The value of a Participant's
Fund accounts as of any Valuation Date shall be the sum of the values of the
Participant's Employer and Employee Accounts, his Before-Tax Account and his
Rollover Account in each such account, and the value of a Participant's Plan
Account shall be the sum of the values of the Participant's Fund accounts, all
determined as provided in the preceding Sections of this Article.

The value of a Participant's Plan Account as of any given date other
than a Valuation Date shall be the value determined pursuant to this Article on
the first Valuation Date following the date as of which such value is required.

SECTION 7.6. COMMITTEE TO FURNISH QUARTERLY STATEMENTS OF VALUE OF
ACCOUNTS. The Committee shall, not less frequently than each full calendar
quarter, deliver to each Participant a statement setting forth the accounts of
such Participant. Such statement shall be deemed to have been accepted as
correct unless written notice of objections thereto is received by the
Committee or an Employer within 30 days after the mailing or delivery of such
statement to the Participant.

<PAGE>

SECTION 7.7. STATUTORY LIMITATIONS ON ALLOCATIONS TO ACCOUNTS.
Notwithstanding any other provision of this Plan, the amounts credited to the
accounts of each Participant for any Plan Year shall be limited so that (i) the
aggregate annual additions for such Plan Year to the Participant's accounts in
this Plan and in all other defined contribution plans in which he is a
Participant shall not exceed the lesser of (A) $30,000 (adjusted for increases
in the cost of living as set forth in Regulations) or (B) 25% of the
Participant's Compensation for such Plan Year and (ii) the sum of (A) and (B)
below shall not exceed 1.0.

(A) The annual additions to the Participant's accounts in the
Plan and the aggregate annual additions to the Participant's accounts
in all other defined contributions plans maintained by his Employer
(determined as of the close of the Plan Year) divided by the lesser of

(I) 125% of the maximum dollar amount which under
Section 415(c)(1)(A) of the Code could have been contributed
on behalf of the Participant to a defined contribution plan,
and

(II) 35% of the Participant's annual Compensation,

as determined separately for each of the Participant's years of
service.

(B) The aggregate projected annual benefit of the Participant
under all defined benefit plans maintained by his Employer (determined
as of the close of the Plan Year), divided by the lesser of

(I) 125% of the maximum dollar limitation contained in
Section 415(b)(1)(A) of the Code as adjusted for increases
in the cost of living as set forth in Regulations, and

(II) 140% of the average of the Participant's
Compensation for the three consecutive calendar years during
which his Compensation was the highest.

If the Committee so elects, in computing the amounts described in
clause (A) above for any Plan Year after 1982, the divisors described
in clauses (A)(I) and (II) with respect to each Participant for each
Plan Year before 1983 shall be such divisors computed for the 1982
Plan Year and

<PAGE>

multiplied by a fraction, the numerator of which is the lesser of
(W) $51,875 and (X) 35% of the Participant's Compensation for calendar
year 1981, and the denominator of which is the lesser of (Y) $41,500 and
(Z) 25% of the Participant's Compensation for such calendar year.

If either of the limitations set forth above would be exceeded by the Employer's
contribution on behalf of a Participant, the amount of the after-tax
contributions made pursuant to Section 5.1(a) shall be reduced to the extent
necessary to comply with such limitation. Any reductions in after-tax
contributions shall be paid to such participant as additional compensation. If
further reductions are necessary to satisfy the limitations set forth above, the
amount of the elective contributions made pursuant to Section 4.1(a) and any
corresponding non-elective contributions made pursuant to Section 4.2 shall be
reduced to the extent necessary to comply with such limitation. If as a result
of reasonable error in estimating a Participant's annual compensation or other
limited facts and circumstances as determined by the Commissioner of Internal
Revenue, the annual additions to a Participant's accounts exceed the limitations
set forth above for any Plan Year and the excess contributions cannot be
returned to the Employer or the Participant, the amount of annual additions in
excess of such limitations shall be held in a segregated suspense account which
shall be invested but shall not be credited or debited with its own gains or
losses and shall not share in gains or losses of the Trust, and which shall be
treated in the succeeding Plan Year as an Employer contribution, thereby
reducing amounts actually contributed by the Employer for such year. The
balance, if any, in such suspense account shall be returned to the Employer upon
termination of the Plan only if the allocation upon Plan termination of such
amount to Participants would cause all Participants to receive annual additions
in excess of the limitations of section 415 of the Code.

36
<PAGE>

If the aggregate annual additions to a Participant's accounts in
the Plan and in all other defined contribution plans maintained by his Employer
for all Plan Years beginning before January 1, 1976 exceed the amount of
aggregate annual additions which could have been made during such Plan Years had
Section 415(c) of the Code applied to such Plan Years, the aggregate annual
additions for such Plan Years shall be deemed for purposes of (A) above to be
equal to the amount of aggregate annual additions which could have been made had
Section 415(c) of the Code applied.

If, in the case of a Participant who was participating prior to
October 3, 1973 in a defined benefit plan or plans maintained by his Employer,
the number computed in (B) above exceeds 1.0 but (i) the aggregate annual
benefit which will be payable on retirement to such Participant under all
defined benefit plans maintained by his Employer does not exceed 100% of his
annual rate of Compensation of October 2, 1973 and (ii) such aggregate annual
benefit does not exceed the aggregate annual benefit which would have been
payable to such Participant on retirement if all the terms and conditions of
such defined benefit plan or plans which were in existence on October 2, 1973
had remained the same as on October 2, 1973 and such Participant's Compensation
taken into account for the purposes of such plans after October 2, 1973 had not
exceeded his annual rate of Compensation on October 2, 1973, then, for purposes
of the above, (B) shall equal .8.

The "annual additions" for a Plan Year to a Participant's accounts in
the Plan or in any other defined contribution plan is the sum during such Plan
Year of

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(i) the amount of Employer contributions allocated to such
Participant's accounts,

(ii) the amount of forfeitures allocated to such Participant's
accounts,

(iii) the amount allocated to any individual medical benefit account
(as defined in section 415(l) of the Code) maintained on behalf of the
Participant, and

(iv) the amount of contributions by the Participant to such Plan but
excluding any rollover contribution (within the meaning of sections
402(a)(5), 403(a)(4), 408(d)(3) and 409(b)(3)(c) of the Code made to such
Plan.

For purposes of this Section 7.7, the "limitation year" shall be the
Plan Year, the terms "defined contribution plan", "defined benefit plan",
"Compensation" and "year of service" shall have the meanings set forth in
section 415 of the Code and the regulations promulgated thereunder, and a
Participant's Employer shall include entities which are members of the same
controlled group (within the meaning of section 414(b) of the Code as modified
by section 415(g) of the Code) or affiliated service group (within the meaning
of section 414(m) of the Code) as the Company or under common control (within
the meaning of section 414(c) of the Code as modified by section 415(g) of the
Code) with the Company or such entities.

SECTION 7.8. CORRECTION OF ERROR. If it comes to the attention of
the Committee that an error has been made in any of the allocations prescribed
by this Article, appropriate adjustment shall be made to the accounts of all
Participants and Distributees which are affected by such error, except that no
adjustment need be made with respect to any Distributee whose account has been
distributed in full prior to the discovery of such error.

ARTICLE 8

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DISTRIBUTION OF BENEFITS

SECTION 8.1. TERMINATION OF EMPLOYMENT. Upon termination of a
Participant's employment, the Participant or his designated Beneficiary, as the
case may be, shall be entitled to receive the entire balance of his Plan
Account, determined as of the Valuation Date coincident with or immediately
preceding the date of distribution.

SECTION 8.2. TIME AND MANNER OF DISTRIBUTION UPON TERMINATION OF
EMPLOYMENT. (a) MANNER OF DISTRIBUTION. Subject to Section 8.2(c), any
distribution to which a Participant becomes entitled upon termination of
employment pursuant to Section 8.1 shall be made by the Trustee by payment of a
lump sum. Payment shall ordinarily be made in cash, except that a Participant
may, by giving the Committee 30 days' written notice on a form prescribed by the
Committee, receive all or part of the value of his Company Stock Accounts in
whole shares of the Company's common stock (together with cash in lieu of
fractional shares) having a fair market value, determined as of the Valuation
Date immediately preceding the date of distribution, equal to such portion of
his Company Stock Accounts.

(b) TIME OF DISTRIBUTION. Subject to Section 8.2(c), the payment of
benefits under the Plan to a Participant or his designated Beneficiary, as the
case may be, shall be made as of the Valuation Date chosen by the Participant.
Notice of the date selected by a Participant shall be in writing and delivered
to the Committee at least seven days prior to such date. A Participant may
change his elective distribution date by submitting to the Committee a new
signed written direction describing the benefit due to the Participant and

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the date on which payment of such benefit shall be made at least 30 days prior
to the date on which payment is to be made.

If the Participant shall die prior to the date of distribution of
benefits pursuant to this Section 8.2(b), the payment shall be made to his
Beneficiary within five years after his death, except that if the Participant's
Beneficiary is the Participant's spouse, such payment may be deferred until the
date on which the Participant would have attained age 70-1/2 had he survived.
If the amount of the payment required to be made under the terms of the Plan
cannot be ascertained within five years after the Participant's death, or if it
is not possible to make such payment by such date because the Committee, after
reasonable efforts, has been unable to locate the Participant or his designated
Beneficiary, as the case may be, a payment retroactive to such date may be made
no later than 60 days after the earliest date on which such amount can be
ascertained or such Participant or Beneficiary is located, as the case may be.

(c) MANDATORY COMMENCEMENT AT AGE 70-1/2. Any provision of this Plan
to the contrary notwithstanding, distribution of a Participant's Account shall
commence in installments no later than the April 1 following the calendar year
in which the Participant attains age 70-1/2; provided, however, that if an
Employee attained age 70-1/2 prior to January 1, 1988 and was not a 5% owner (as
defined in section 416(i)(1)(B)(i) of the Code) at any time during the Plan Year
ending with or within the calendar year in which the Employee attained age
66-1/2 or any subsequent Plan Year, distribution of such Participant's benefit
may be made or commence on April 1 of the calendar year following the later of
the calendar year in which the Participant attains age 70-1/2 or the calendar
year

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in which the Participant terminates employment. Such payments shall be made
each year in an amount equal to the minimum amount as required by law. If a
Participant fails to notify the Committee that he wishes to have the amount of
his required minimum distribution determined based on the joint and last
survivor expectancy of the Participant and his Beneficiary, the Participant's
required minimum distribution shall be determined based only on the
Participant's life expectancy. Life expectancy shall be determined without
regard to the permissive recalculation rule of section 401(a)(9)(D) of the Code.

(d) DISTRIBUTION OF SMALL AMOUNTS; CONSENT REQUIRED FOR CERTAIN
DISTRIBUTIONS. Notwithstanding any provision of this Plan to the contrary, if
the value of a Participant's Account equals $3,500 or less and has never at the
time of any prior distribution exceeded $3,500, such Account shall be
distributed in a single sum pursuant to this Section as soon as administratively
practicable following the Valuation Date coincident with or next following the
date on which the Participant terminates employment. No distribution to a
Participant shall be made prior to the first Valuation Date coincident with or
next following the Participant's 65th birthday unless the value of the
Participant's total benefit under the Plan is $3,500 or less or the Participant
consents to such distribution in writing. The Committee shall notify each
Participant whose Account balance exceeds (or ever exceeded) $3,500 of his right
to defer any distribution until age 65. If the Participant fails to consent to
a distribution which is payable prior to the date on which such Participant
attains age 65, then such Participant shall be deemed to have elected to defer
such payment until he attains age 65 (or such earlier date as elected by such
Participant).

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SECTION 8.3. DEATH AFTER TERMINATION OF EMPLOYMENT. If a Participant
dies after he has terminated his employment with an Employer and before he has
received a distribution of his Plan account, then such Participant's designated
Beneficiary shall be entitled to receive that portion of the Participant's Plan
Account which would have been distributed to the Participant but for his death.
Such distribution shall be further subject to the terms and conditions of this
Article 8.

SECTION 8.4. DESIGNATION OF BENEFICIARY. Each Participant shall have
the right to designate a Beneficiary or Beneficiaries to receive any
distribution to be made under Section 8.1 or Section 9.2 upon the death of such
Participant or, in the case of a Participant who dies subsequent to termination
of his employment but prior to the distribution of the entire amount to which he
is entitled under the Plan, any undistributed balance to which such Participant
would have been entitled, provided, however, that no such designation shall be
effective if the Participant was married throughout the one-year period ending
on the date of the Participant's death unless such designation was consented to
at the time of such designation by the person who was the Participant's spouse
during such period, in writing, acknowledging the effect of such consent and
witnessed by a notary public or a Plan representative, or it is established to
the satisfaction of the Committee that such consent could not be obtained
because the Participant's spouse cannot be located or such other circumstances
as may be prescribed in Regulations. Except as restricted by the proviso in the
foregoing sentence, a Participant may from time to time, without the consent of
any Beneficiary, change or cancel any such designation. Such designation and
each change therein shall be made in the form prescribed by the Committee and
shall be filed with the Committee. If no Beneficiary has been named by a
deceased Participant, or the

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designated Beneficiary has predeceased the Participant, the balance of the
deceased Participant's Account shall be distributed by the Trustee at the
direction of the Committee (a) to the surviving spouse of such deceased
Participant, if any, or (b) if there shall be no surviving spouse, to the
surviving children of such deceased Participant, if any, in equal shares, or (c)
if there shall be no surviving spouse or surviving children, to the executor or
administrator of the estate of such deceased Participant or (d) if no executor
or administrator shall have been appointed for the estate of such deceased
Participant within six months following the date of the Participant's death, to
the person or persons who would be entitled under the intestate succession laws
of the state of the Participant's domicile to receive the Participant's personal
estate, in the proportions provided in such laws. If within a period of three
years following the death or other termination of employment of any Participant
the Committee in the exercise of reasonable diligence has been unable to locate
the person or persons entitled to benefits under this Article in respect of such
Participant, the rights of such person or persons shall be forfeited and the
Committee shall direct the Trustee to pay such benefit or benefits to the person
or persons next entitled thereto under the succession prescribed by this
Section.

SECTION 8.5. DIRECT ROLLOVERS OF ELIGIBLE ROLLOVER DISTRIBUTIONS.
(a) APPLICATION. This Section applies to distributions made on or after
January 1, 1993. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Distributee's election under this Section, a Distributee
may elect, at the time and in the manner prescribed by the Committee, to have
any portion of an eligible rollover distribution paid directly to an eligible
retirement plan specified by the Distributee in a direct rollover.

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<PAGE>

(b) DEFINITIONS.

(1) ELIGIBLE ROLLOVER DISTRIBUTION. An eligible rollover
distribution is any distribution of all or any portion of the balance to
the credit of the Distributee, except that an eligible rollover
distribution does not include: any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually)
made for the life (or life expectancy) of the Distributee and the
Distributee's designated beneficiary, or for a specified period of ten
years or more; any distribution to the extent such distribution is required
under section 401(a)(9) of the Code; and the portion of any distribution
that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer
securities).

(2) ELIGIBLE RETIREMENT PLAN. An eligible retirement plan is 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 trust
described in section 401(a) of the Code, that accepts the Distributee's
eligible rollover distribution. However, in the case of an eligible
rollover distribution to the surviving spouse, an eligible retirement plan
is an individual retirement account or individual retirement annuity.

(3) DISTRIBUTEE. A distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's surviving
spouse and the Employee's or former Employee's spouse or former spouse who
is the alternate payee under a qualified domestic relations order, as
defined in section 414(p) of the Code, are distributees with regard to the
interest of the spouse or former spouse.

(4) DIRECT ROLLOVER. A direct rollover is a payment by the Plan to
the eligible retirement plan specified by the Distributee.

(c) TIMING OF DISTRIBUTION. If a distribution is one to which
sections 401(a)(11) and 417 of the Code do not apply, such distribution may
commence less than 30 days after the notice required under section
1.411(a)-11(c) of the Regulations is given, provided that:

(1) the Committee clearly informs the Participant that the
Participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution
(and, if applicable, a particular distribution option), and

(2) the Participant, after receiving the notice, affirmatively elects
a distribution.

ARTICLE 9

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<PAGE>

WITHDRAWALS DURING EMPLOYMENT AND
LOANS TO PARTICIPANTS

SECTION 9.1. WITHDRAWALS. Any Participant may, upon seven days'
prior written notice to the Committee on a form prescribed by the Committee for
such purpose, or by one or more alternative methods prescribed by the Committee,
withdraw an amount not less than $300 nor more than the sum of the value,
determined as of the preceding Valuation Date, of (a) his Employee Account, (b)
his Employer Account, (c) his Rollover Account, if any, and (d) subject to the
limitations set forth in Section 9.3, his Before-Tax Account. Amounts withdrawn
from a Participant's Employee Account shall be first from after-tax
contributions the Participant made prior to January 1, 1987, if any. Any amount
withdrawn in excess of his after-tax contributions made prior to January 1, 1987
shall be from the after-tax contributions made by the Participant after December
31, 1986, and part of the earnings attributable to such contributions. The
amount of the excess withdrawal considered to be after-tax contributions made
after December 31, 1986 shall be the amount of the withdrawal not considered to
be after-tax contributions made before January 1, 1987 multiplied by a fraction
the numerator of which shall be the Participant's total after-tax contributions
made after December 31, 1986 and the denominator of which shall be the portion
of the Participant's Employee Account attributable to after-tax contributions
made after December 31, 1986 and earnings thereon. To the extent the
Participant's withdrawal exceeds the total amount of his after-tax
contributions, amounts withdrawn shall be from earnings credited to his Employee
Account.

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<PAGE>

Withdrawals shall be made first from each Fund account other than the
Company Stock Account on a pro rata basis, and then, if necessary, from the
Company Stock Account.

SECTION 9.2. DISTRIBUTION OF WITHDRAWALS. The distribution of a
withdrawal shall be made in a lump sum cash payment at the time prescribed by
the Committee but not later than 60 days after the Valuation Date of such
withdrawal. In the event of the death, prior to the Valuation Date of a
withdrawal, of a Participant who has elected to make a withdrawal, such
withdrawal shall be deemed revoked. In the event of the death of a Participant,
who has elected to make a withdrawal, after the Valuation Date with respect to
the withdrawal but prior to the actual distribution thereof, such distribution
shall be made to such Participant's Beneficiary by the same method as it would
have been made to the Participant but for his death.

SECTION 9.3. LIMITATIONS UPON WITHDRAWALS FROM BEFORETAX ACCOUNTS.
Amounts may be withdrawn on seven days' prior written notice from Participant's
Before-Tax Account only if (i) the Participant has attained the age of 59-1/2 or
(ii) the Participant demonstrates financial hardship. Financial hardship will
be deemed to exist only if distribution is necessary because of immediate and
heavy financial needs of the Participant. A distribution based upon financial
hardship cannot exceed the amount equal to the lesser of (i) the sum of all
elective contributions made to the Plan pursuant to Section 4.1(a) and the
earnings attributable to such contributions as of December 31, 1988 plus all
such contributions made to the Plan after December 31, 1988, and (ii) the amount
required to meet the immediate financial need created by the hardship, including
any amounts

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necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from such distribution, and not reasonably
available from other resources of the Participant. For purposes of this Section
9.3, "immediate and heavy financial need" shall mean (a) medical expenses
described in Section 213(d) of the Code incurred by the Participant, his spouse
or any of his dependents, (b) the purchase (excluding mortgage payments) of the
Participant's principal residence, (c) the payment of tuition and related
educational fees for the next 12 months of post-secondary education for the
Participant, his spouse, his children or any of his dependents, (d) the need to
prevent the eviction of the Participant from his principal residence,
foreclosure on the mortgage of the Participant's principal residence, or (e) any
other event deemed to be an immediate and heavy financial need by the Committee
or in revenue rulings, notices or other documents of general applicability
published by the Internal Revenue Service.

In order to secure a distribution based on financial hardship, a
Participant must complete a withdrawal application in the form prescribed by the
Committee, which form must be submitted at least seven days prior to the
requested date of withdrawal. The Participant must state in such application
the precise nature of the financial hardship and the amount necessary to meet
the hardship and must represent, in writing, that the financial hardship cannot
be relieved (a) through reimbursement or compensation by insurance or otherwise,
(b) by a reasonable liquidation of the Participant's assets or those of his
spouse or minor children (provided such assets are reasonably available to the
Participant), which liquidation would not itself cause immediate and heavy
financial need, (c) by cessation of contributions pursuant to Article 4 of the
Plan, (d) by obtaining distributions or nontaxable

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loans from any plans maintained by his Employer or (e) by borrowing from a
commercial source on reasonable commercial terms.

SECTION 9.4. LOANS TO PARTICIPANTS. (a) MAKING OF LOANS. Subject
to the restrictions set forth in this Section 9.4, the Committee shall establish
a loan program whereby any Participant who is an eligible Employee, and any
former Participant or Beneficiary of a deceased former Participant which former
Participant or Beneficiary is a "party in interest" as defined in Section 3(14)
of ERISA, who is determined by the Committee to be creditworthy may borrow from
his Before-Tax or Rollover Account on the following terms and conditions:

(b) RESTRICTIONS.

(1) The Participant shall execute a loan application on the form
supplied by the Committee, which must be submitted to the Committee at
least seven days prior to the proposed date of the loan or by one or
more alternative methods prescribed by the Committee for such purpose.
No loan will be made unless and until the Committee approves the
application.

(2) No loan will be made in an amount which shall exceed the
lesser of (i) 50% of the value of the Participant's or Beneficiary's
Accounts and (ii) $50,000 reduced by the sum of the highest balance of
all loans from the Plan to the Participant or Beneficiary outstanding
at any one time during the twelve month period preceding the day on
which the loan is to be made.

(3) The period of repayment of the loan shall be arrived at by
mutual agreement between the Committee and the Participant or
Beneficiary, but such period shall not exceed five years from the date
of the loan, except that (1) if the purpose of the loan as determined
by the Committee is to acquire a dwelling unit which is or within a
reasonable period of time will be the principal residence of the
Participant, then such period for repayment shall not exceed ten
years, and (2) if the original loan amount equals less than $1,000
(not including the balance of any other outstanding Plan loan), such

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period for repayment shall not exceed one year. Such loan may be prepaid
in whole at any time without penalty.

(4) Each loan shall be evidenced by the Participant's or
Beneficiary's collateral promissory note for the amount of the loan,
with interest, payable to the order of the Trustee, in substantially
equal installments (payable at least quarterly), and shall be secured
by an assignment of the Participant's or Beneficiary's entire right,
title and interest in and to his Plan account.

(5) Each loan shall bear an interest rate commensurate with the
interest rates then being charged by persons in the business of
lending money within the Company's service territory for loans which
would be made under similar circumstances.

(6) Failure to pay principal or interest when due shall result
in default.

(7) No distribution shall be made to a Participant who has
borrowed from the Plan, or to any Beneficiary of such Participant,
unless and until the loan, including interest, has been repaid or
satisfied with funds otherwise distributable.

(8) The Participant or Beneficiary shall agree in writing not to
reduce the aggregate of the balances in his Before-Tax and Rollover
Accounts below an amount equal to the outstanding principal balance of
all loans until all such loans, including interest, have been repaid
or satisfied with funds otherwise distributable.

(9) The Committee shall, in its discretion, charge as an expense to
the accounts of any Participant or Beneficiary receiving a loan any
reasonable administrative fee for processing or annual maintenance of such
loan.

If any loan or portion of a loan made to a Participant under the Plan,
together with the accrued interest thereon, is in default, the Committee shall
take appropriate steps to collect on the note and foreclose on the security. On
a Participant's settlement date, any loan or portion of a loan made to him under
the Plan, together with the accrued interest thereon, shall be charged to the
Participant's Before-Tax Account after all other adjustments required under the
Plan, but before any distribution pursuant to Article 8.

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(c) LOAN SUBACCOUNT. The Committee shall establish, operate and
maintain a loan subaccount for the receipt of amounts transferred from a
Participant's Before-Tax Account pursuant to this Section. Appropriate
accounting entries reflecting such transfers shall be concurrent with the
disbursement to the Participant of amounts borrowed. Interest shall be
allocated to such Participant's Before-Tax Account in accordance with rules
promulgated by the Committee for this purpose.

ARTICLE 10

SPECIAL PARTICIPATION RULES RELATING
TO REEMPLOYMENT OF TERMINATED
EMPLOYEES AND EMPLOYMENT
BY RELATED ENTITIES

SECTION 10.1. REEMPLOYMENT OF AN EMPLOYEE WHOSE EMPLOYMENT TERMINATED
PRIOR TO HIS BECOMING A PARTICIPANT. If an Employee whose employment was
terminated after he had satisfied the eligibility service requirement set forth
in Article 3 and prior to his becoming a Participant is reemployed by an
Employer, he shall not be required to satisfy again such requirement and shall
be eligible to become a Participant as of the first Entry Date following the
date of his reemployment.

SECTION 10.2. REEMPLOYMENT OF A TERMINATED PARTICIPANT. If a
terminated Participant is reemployed, he shall not be required to satisfy again
the eligibility service requirement set forth in Article 3 and shall be eligible
to become a Participant as of the first Entry Date following the date of his
reemployment.

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If such a terminated Participant is entitled to receive a distribution
from his Plan Account pursuant to Section 8.1, such distribution shall be
suspended. Any balance in the Participant's Plan Account to which he was
entitled under Section 8.1 shall remain as such and he shall be entitled to
receive distribution of such amount in accordance with Section 8.1 upon his
subsequent termination of employment.

SECTION 10.3. EMPLOYMENT BY RELATED ENTITIES. If a person is
employed by or a partner in an Affiliate then any period of service shall be
taken into account solely for the purposes of determining whether and when such
person is eligible to participate in this Plan under Article 3, measuring such
person's years of service and determining when such person has retired or
otherwise terminated his employment for purposes of Article 8 to the same extent
it would have been had such period of service for an Employer.

SECTION 10.4. LEASED EMPLOYEES. If a person who performed services
as a leased Employee (within the meaning of Section 414(n)(2) of the Code) of an
Employer or an Affiliate becomes an Employee, or if an Employee becomes such a
leased Employee, then any period during which such services were so performed
shall be taken into account solely for the purposes of determining whether and
when such person is eligible to participate in this Plan under Article 3,
measuring such person's years of service and determining when such person has
retired or otherwise terminated his employment for purposes of Article 8 to the
same extent it would have been had such service been as an Employee. This
section shall not apply to any period of service during which such a leased
Employee was covered by a Plan described in section 414(n)(5) of the Code. A
person

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shall not be eligible to participate under this Plan solely as a result of being
a leased employee.

ARTICLE 11

ADMINISTRATION

SECTION 11.1. THE COMMITTEE. (a) The board of directors of the
Company shall appoint a Committee consisting of three or more members which
shall be known as the Savings Plan Committee and which shall be responsible for
the administration of the provisions of the Plan. The Committee shall be the
"administrator" of the Plan and a "named fiduciary" within the meaning of such
terms as used in ERISA. The board of directors of the Company shall have the
right at any time, with or without cause, to remove any member or members of the
Committee. A member of the Committee may resign and his resignation shall be
effective upon delivery of his written resignation to the Company. Upon the
resignation, removal or failure or inability for any reason of any member of the
Committee to act hereunder, the board of directors of the Company shall appoint
a successor member. All successor members of the Committee shall have all the
rights, privileges and duties of their predecessors, but shall not be held
accountable for the acts of their predecessors.

(b) Any member of the Committee may, but need not, be an Employee or
a director, officer or shareholder of any of the Employers, and such status
shall not disqualify him from taking any action hereunder or render him
accountable for any distribution or other material advantage received by him
under the Plan, provided that no member of the

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Committee who is a Participant shall take part in any action of the Committee on
any matter involving solely his rights under the Plan.

(c) Promptly after the appointment of the original members of the
Committee and from time to time thereafter, and promptly after the appointment
of any successor member of the Committee, the Trustee shall be notified as to
the names of the persons appointed as members or successor members of the
Committee by delivery to the Trustee of a certified copy of the resolution of
the board of directors of the Employer making such appointment.

(d) The Committee shall have the duty and authority to interpret and
construe the Plan in regard to all questions of eligibility, the status and
rights of Participants, Distributees and other persons under the Plan, and the
manner, time, and amount of payment of any distributions under the Plan. Each
Employer shall, from time to time, upon request of the Committee, furnish to the
Committee such data and information as the Committee shall require in the
performance of its duties.

(e) The Committee shall direct the Trustee to make payments of
amounts to be distributed under Article 8 or Article 9.

(f) The Committee shall supervise the collection of Participants'
contributions and the delivery of such amounts to the Trustee.

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(g) The members of the Committee may allocate their responsibilities
among themselves and may designate any person, partnership or corporation to
carry out any of their responsibilities. Any such allocation or designation
shall be reduced to writing and such writing shall be kept with the records of
the meetings of the Committee.

(h) The Committee may act at a meeting, or by writing without a
meeting, by the vote of assent of a majority of its members. The Committee
shall elect one of its members as secretary and keep the Trustee advised of the
identity of the member holding that office. The secretary shall be the Plan's
agent for service of legal process, keep records of all meetings of the
Committee, and forward all necessary communications to the Trustee. The
Committee may adopt such rules and procedures as it deems desirable for the
conduct of its affairs and the administration of the Plan, provided that any
such rules and procedures shall be consistent with the provisions of the Plan
and ERISA.

(i) The members of the Committee, and each of them, shall discharge
their duties with respect to the Plan (i) solely in the interest of the
Participants and Beneficiaries, (ii) for the exclusive purpose of providing
benefits to Employees participating in the Plan and their Beneficiaries and of
defraying reasonable expenses of administering the Plan and (iii) 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. The
Employers hereby jointly and severally indemnify the members of the Committee,
and each of them, from the effects and consequences of their acts, omissions and
conduct in their official capacity,

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except to the extent that such effects and consequences shall result from their
own willful misconduct.

(j) No member of the Committee shall receive any compensation or fee
for his services, unless otherwise agreed between such member of the Committee
and the Employers, but the Employers shall reimburse the Committee members for
any necessary expenditures incurred in the discharge of their duties as Commit-
tee members.

(k) The Committee may employ such counsel (who may be of counsel for
any Employer) and agents and may arrange for such clerical and other services as
it may require in carrying out the provisions of the Plan.

SECTION 11.2. CLAIMS PROCEDURE. If any Participant or Distributee
believes he is entitled to benefits in an amount greater than those which he is
receiving or has received, he may file a claim with the secretary of the
Committee. Such a claim shall be in writing and state the nature of the claim,
the facts supporting the claim, the amount claimed, and the address of the
claimant. The secretary of the Committee shall review the claim and, within a
reasonable period of time after receipt of the claim, give written notice by
registered or certified mail to the claimant of his decision with respect to the
claim. Such notice shall be written in a manner calculated to be understood by
the claimant and, if the claim is wholly or partially denied, set forth the
specific reasons for the denial, specific references to the pertinent Plan
provisions on which the denial is based, a description of any additional
material or information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary, and an explanation
of the claim review

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<PAGE>

procedure under the Plan. The secretary shall also advise the claimant that he
or his duly authorized representative may request a review by the full Committee
of the denial by filing with the Committee, within sixty-five days after notice
of the denial has been received by the claimant, a written request for such
review. The claimant shall be informed that he may have reasonable access to
pertinent documents and submit comments in writing to the Committee within the
same sixty-five day period. If a request is so filed, review of the denial
shall be made by the full Committee within sixty days after receipt of such
request, and the claimant shall be given written notice of the Committee's final
decision. Such notice shall include specific reasons for the decision and
specific references to the pertinent Plan provisions on which the decision is
based and shall be written in a manner calculated to be understood by the
claimant.

SECTION 11.3. PROCEDURES FOR DOMESTIC RELATIONS ORDERS. If the
Committee receives written evidence of any judgment, decree or order (including
approval of a property settlement agreement) pursuant to State domestic
relations or community property law relating to the provision of child support,
alimony or marital property rights of a spouse, former spouse, child or other
dependent of a Participant and purporting to provide for the payment of all or a
portion of the Participant's account balance to or on behalf of one or more of
such persons (such judgment, decree or order being hereinafter called a
"domestic relations order"), the secretary of the Committee shall promptly
notify the Participant and each other payee specified in such domestic relations
order of its receipt and of the following procedures. After receipt of a
domestic relations order, the secretary of the Committee shall determine whether
such order constitutes a "qualified domestic relations order," as defined in
paragraph (b) of Section 15.2, and shall notify the Participant and each

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payee named in such order in writing of its determination. Such notice shall be
written in a manner calculated to be understood by the parties and shall set
forth specific reasons for the secretary's determination, and shall contain the
explanation of the review procedure under the Plan. The secretary of the
Committee shall also advise each party that he or his duly authorized
representative may request a review by the full Committee of the secretary's
determination by filing with the secretary of the Committee a written request
for such review. The secretary shall give each party affected by such request
notice of such request for review. Each party also shall be informed that he
may have reasonable access to pertinent documents and submit comments in writing
to the Committee in connection with such request for review. Each party shall
be given written notice of the Committee's final determination, which notice
shall be written in a manner calculated to be understood by the parties and
shall include specific reasons for such final determination. Prior to the
issuance of regulations, the Committee shall establish the time periods in which
the secretary's determination, a request for review thereof and the review by
the full Committee shall be made, provided that the total of such time period
shall not be longer than 18 months from the date written evidence of a domestic
relations order is received by the Committee.

The duties of the secretary of the Committee under this Section may be
delegated by the Committee to one or more persons other than the secretary.

SECTION 11.4. NOTICES TO PARTICIPANTS, ETC. All notices, reports
and statements given, made, delivered or transmitted to a Participant or any
other person entitled to or claiming benefits under the Plan shall be deemed to
have been duly given,

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made or transmitted when mailed by first class mail with postage prepaid and
addressed to the Participant or such person at the address last appearing on the
records of the Committee. A Participant or other person may record any change
of his address from time to time by written notice filed with the Committee.

SECTION 11.5. NOTICE TO EMPLOYERS OR COMMITTEE. Written directions,
notices and other communications from Participants or any other person entitled
to or claiming benefits under the Plan to the Employers or the Committee shall
be deemed to have been duly given, made or transmitted either when delivered to
such location as shall be specified upon the forms prescribed by the Committee
for the giving of such directions, notices and other communications or when
mailed by first class mail with postage prepaid and addressed to the addressee
at the address specified upon such forms.

SECTION 11.6. RECORDS. The Committee shall keep a record of all of
its proceedings and shall keep or cause to be kept all books of account, records
and other data as may be necessary or advisable in its judgment for the
administration of the Plan.

SECTION 11.7. REPORTS OF FUNDS AND ACCOUNTING TO PARTICIPANTS. The
Committee shall keep on file, in such form as it shall deem convenient and
proper, all reports concerning the Trust Fund received by it from the Trustee.
The Committee shall, as soon as possible after the close of each calendar
quarter, advise each Participant and Distributee of the balance credited to his
accounts as of the close of such calendar quarter pursuant to Article 7 hereof.

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ARTICLE 12

PARTICIPATION BY OTHER EMPLOYERS

SECTION 12.1. ADOPTION OF PLAN. With the consent of the Company, any
corporation may become a participating Employer under the Plan by (a) taking
such action as shall be necessary to adopt the Plan, (b) filing with the
Committee an original or a duly certified copy of a resolution in which such
corporation adopts the Plan, (c) becoming a party to the Trust, and (d)
executing and delivering such instruments and taking such other action as may be
necessary or desirable to put the Plan into effect with respect to such corpo-
ration.

SECTION 12.2. WITHDRAWAL FROM PARTICIPATION. Any Employer may
withdraw from participating in the Plan at any time by filing with the Committee
a duly certified copy of a resolution of its board of directors to that effect
and giving notice of its intended withdrawal to the Committee, the other
Employers and the Trustee prior to the effective date of withdrawal.

SECTION 12.3. COMPANY AS AGENT FOR EMPLOYERS. Each corporation which
shall become a participating Employer pursuant to Section 12.1 or Article 13 by
so doing shall be deemed to have appointed the Company its agent to exercise on
its behalf all of the powers and authorities hereby conferred upon the Company
by the terms of the Plan, including, but not by way of limitation, the power to
amend and terminate the Plan. The authority of the Company to act as such agent
shall continue unless and until the Employer withdraws from the Plan pursuant to
Section 12.2.

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ARTICLE 13

CONTINUANCE BY A SUCCESSOR

In the event that any Employer shall be reorganized by way of merger,
consolidation, transfer of assets or otherwise, so that another corporation
other than an Employer shall succeed to all or substantially all of such
Employer's business, such successor corporation may be substituted for such
Employer under the Plan by adopting the Plan and becoming a party to the Trust
agreement. Contributions by such Employer shall be automatically suspended from
the Effective Date of any such reorganization until the date upon which the
substitution of such successor corporation for the Employer under the Plan
becomes effective. If, within 90 days following the effective date of any such
reorganization, such successor corporation shall not have elected to become a
party to the Plan, or if the Employer shall adopt a Plan of complete liquidation
other than in connection with a reorganization, the Plan shall be automatically
terminated with respect to Employees of such Employer as of the close of
business on the 90th day following the effective date of such reorganization or
as of the close of business on the date of adoption of such Plan of complete
liquidation, as the case may be, and the Committee shall direct the Trustee to
distribute the portion of the Trust Fund applicable to such Employer in the
manner provided in Section 14.3.

ARTICLE 14

AMENDMENT, WITHDRAWAL AND TERMINATION

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SECTION 14.1. AMENDMENT. The Company may at any time and from time
to time amend or modify the Plan by (a) written instrument duly adopted by the
board of directors of the Company or (b) designating to the Committee the right
to amend the Plan in whole or in part. Any such amendment or modification shall
become effective on such date as the Company (or the Committee, as the case may
be) shall determine and may apply to Participants in the Plan at the time
thereof as well as to future Participants. The Company shall furnish a copy of
any such amendment to the Trustee and to all other Employers.

SECTION 14.2. WITHDRAWAL. If an Employer shall withdraw from the
Plan under Section 12.2, the Committee shall determine the portion of the Trust
Fund held by the Trustee which is credited to the accounts of Participants
employed by such Employer and direct the Trustee to segregate such portion in
separate Funds. Such separate Funds shall thereafter be held and administered
by the Trustee or another Trustee as a part of the separate Plan of such
Employer.

SECTION 14.3. TERMINATION. Any Employer may at any time terminate
its participation in the Plan by resolution of its board of directors to that
effect. The Committee shall determine the portion of the Trust Fund held by the
Trustee which is credited to the accounts of Participants and Distributees with
respect to whom the Plan is terminated and direct the Trustee to distribute such
portion by distributing the balance in any such Participant's Plan Account in
accordance with the terms and conditions of Article 8 at the time when such
distribution would otherwise be made under the terms of Article 8 or within a
reasonable time after the Employer's termination of participating in the Plan.
A permanent

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suspension of contributions by an Employer shall be deemed a termination of such
Employer's participation in the Plan for purposes of this Section.

If the Internal Revenue Service shall refuse to issue an initial,
favorable determination letter that the Plan as adopted by an Employer meets the
requirements of Section 401(a) of the Code, the Employer may terminate its
participation in the Plan and the Committee shall direct the Trustee to pay and
deliver the portion of the Trust Fund credited to the accounts of Participants
and Distributees of such Employer, determined pursuant to Section 14.2, to such
Employer and such Employer shall pay to Participants or their Beneficiaries the
part of such Employer's portion of the Funds as is attributable to contributions
made by Participants.

SECTION 14.4. TRUST FUND TO BE APPLIED EXCLUSIVELY FOR PARTICIPANTS
AND THEIR BENEFICIARIES. Subject only to the provisions of the second paragraph
of Section 14.3 and any other provision of the Plan to the contrary
notwithstanding, it shall be impossible for any part of the Trust Fund to be
used for or diverted to any purpose not for the exclusive benefit of
Participants and their Beneficiaries either by operation or termination of the
Plan, power of amendment or other means.

ARTICLE 15

MISCELLANEOUS

SECTION 15.1. EXPENSES. All costs and expenses incurred in
administering the Plan, including the expenses of the Committee, the fees and
expenses of the Trustee,

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the fees of counsel and any agents for the Committee or Trustee, and any other
administrative expenses shall be paid from the Trust Fund.

SECTION 15.2. NON-ASSIGNABILITY. (a) IN GENERAL. It is a condition
of the Plan, and all rights of each Participant and Distributee shall be subject
thereto, that no right or interest of any Participant or Distributee in the Plan
shall be assignable or transferable in whole or in part, either directly or by
operation of law or otherwise, including, but not by way of limitation,
execution, levy, garnishment, attachment, pledge or bankruptcy, but excluding
devolution by death or mental incompetency, and no right or interest of any
Participant or Distributee in the Plan shall be liable for, or subject to, any
obligation or liability of such Participant or Distributee, including claims for
alimony or the support of any spouse.

(b) EXCEPTION FOR QUALIFIED DOMESTIC RELATIONS ORDERS.
Notwithstanding any provision of the Plan to the contrary, if a Participant's
Account balance under the Plan, or any portion thereof, shall be the subject of
one or more qualified domestic relations orders, as defined below, such Account
balance or portion thereof shall be paid to the person and at the time and in
the manner specified in any such order. For purposes of this paragraph (b),
"qualified domestic relations order" shall mean any "domestic relations order"
as defined in Section 11.3 which creates (or recognizes the existence of) or
assigns to a person other than the Participant (an "alternate payee") rights to
all or a portion of the Participant's Account balance under the Plan, and:

(A) clearly specifies

(i) the name and last known mailing address (if any) of
the Participant and each alternate payee covered by such
order,

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(ii) 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,

(iii) the number of payments to, or period of time for
which, such order applies, and

(iv) each Plan to which such order applies;

(B) does not require

(i) the Plan to provide any type or form of benefit or
any option not otherwise provided under the Plan at the time
such order is issued,

(ii) the Plan to provide increased benefits (determined
on the basis of actuarial equivalence) and

(iii) the payment of benefits to an alternate payee
which at the time such order is issued already are required
to be paid to a different alternate payee under a prior
qualified domestic relations order; and

(C) requires the commencement of payments to each alternate payee
either (i) after the earliest date as of which payment of the Participant's
account balance could commence (I) if he terminated employment on his 50th
birthday or (II) following his termination of employment, whichever shall
first occur or (ii) as soon as administratively practicable after the date
the allocations described in Article 7 are made as of the end of the month
during which such order is entered

all as determined by the Committee pursuant to the procedures contained in
Section 11.3. Any amounts subject to a domestic relations order prior to
determination of its status as a qualified domestic relations order which but
for such order would be paid to the Participant shall be segregated in a
separate account or an escrow account pending such determination. If within 18
months of receipt of such order by the Committee, it is determined that a
domestic relations order constitutes a qualified domestic relations order, the
amount so segregated (plus any interest thereon) shall be paid to the alternate
payee. If such determination is not made within such 18-month period, then the
amount so

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segregated (plus any interest thereon) shall, as soon as practicable after the
end of such 18-month period, be paid to the Participant. Any determination
regarding the status of such order after such 18-month period shall be applied
only to payments made on or after the date of such determination.

SECTION 15.3. EMPLOYMENT NON-CONTRACTUAL. The Plan confers no right
upon any Employee to continue in employment.

SECTION 15.4. LIMITATION OF RIGHTS. A Participant or Distributee
shall have no right, title or claim in or to any specific asset of the Trust
Fund, but shall have the right only to distributions from the Trust Fund on the
terms and conditions herein provided.

SECTION 15.5. MERGER OR CONSOLIDATION WITH ANOTHER PLAN. A merger or
consolidation with, or transfer of assets or liabilities to, any other Plan
shall not be effected unless the terms of such merger, consolidation or transfer
are such that each Participant, Distributee, Beneficiary or other person
entitled to receive benefits from the Plan would if the Plan then terminated
receive a benefit immediately after the merger, consolidation or transfer which
is equal to or greater than the benefit such person would have been entitled to
receive immediately before the merger, consolidation, or transfer if the Plan
had then terminated.

SECTION 15.6. GENDER AND PLURALS. Wherever used in the Plan, words
in the masculine gender shall include masculine or feminine gender, and, unless
the context

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otherwise requires, words in the singular shall include the plural, and words in
the plural shall include the singular.

ARTICLE 16

TOP-HEAVY PLAN REQUIREMENTS

SECTION 16.1. TOP-HEAVY PLAN DETERMINATION. If for any Plan Year the
aggregate of (a) the account balances under this Plan and all other defined
contribution plans in the aggregation group (as defined below) and (b) the
present value of accrued benefits under all defined benefit plans in such
aggregation group of all Participants in such plans who are key Employees (as
defined in Section 416(i) of the Code) for such Plan Year exceeds 60% of the
aggregate of the account balances and present value of accrued benefits of all
participants in such plans as of the determination date (as defined below), then
this Plan shall be a top-heavy Plan for such Plan Year, and the requirements of
Sections 16.2 and 16.3 shall be applicable for such Plan Year as of the first
day thereof. If the Plan shall be a top-heavy Plan for any Plan Year and not be
a top-heavy Plan for any subsequent Plan Year, the requirements of this Article
17 shall not be applicable for such subsequent Plan Year.

The aggregation group shall consist of (a) each plan of an Employer in
which a key Employee is a participant, (b) each other plan which enables such a
plan to be qualified under section 401(a) of the Code, and (c) any other plans
of an Employer which the Employer shall designate as part of the aggregation
group.

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For the purpose of determining the accrued benefit or account balance
of a Participant, any person who received a distribution from a plan in the
aggregation group during the 5- year period ending on the last day of the
preceding Plan Year shall be treated as a Participant in such plan, and any such
distribution shall be included in such Participant's account balance or accrued
benefit as the case may be. The determination date for all plans in the
aggregation group shall be the last day of the preceding Plan Year, and the
Valuation Date applicable to a determination date shall be (i) in the case of a
defined contribution plan, the date as of which account balances are determined
which is coincident with or immediately precedes the determination date, and
(ii) in the case of a defined benefit plan, the date as of which the most recent
actuarial valuation for the Plan Year which includes the determination date is
prepared, except that if any such plan specifies a different determination or
valuation date, such different date shall be used with respect to such plan.

SECTION 16.2. MINIMUM CONTRIBUTION FOR TOP-HEAVY YEARS.
Notwithstanding any provision of the Plan to the contrary, the contributions on
behalf of a Participant made pursuant to Section 4.2 during any Plan Year shall
in no event be less than the lesser of (i) 3 percent of such Participant's
Compensation (as defined under section 415 of the Code) during such Plan Year
and (ii) the highest percentage at which contributions are made on behalf of any
key Employee (as defined in section 416(i) of the Code) for such Plan Year. If
during any Plan Year for which this Section 16.2 is applicable a defined benefit
plan is included in the aggregate group and such defined benefit plan is a top-
heavy plan for such Plan Year, the percentage set forth in clause (i) above
shall be 5 percent. The percentage referred to in clause (ii) shall be obtained
by dividing the aggregate of contributions made

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pursuant to Article 4 and pursuant to any other defined contribution plan which
is required to be included in the aggregation group (other than a defined
contribution plan which enables a defined benefit plan which is required to be
included in such group to be qualified under section 401(a) of the Code) during
the Plan Year on behalf of such key Employee by such key Employee's Compensation
for the Plan Year.

SECTION 16.3. SPECIAL RULES FOR APPLYING STATUTORY LIMITATIONS ON
BENEFITS. (a) In any Plan Year for which the Plan is a top-heavy plan, clause
(A)(I) of Section 7.7 shall be applied by substituting "100%" for "125%"
appearing therein, unless, for any such Plan Year, (i) the percentage of account
balances of Participants who are key Employees determined under Section 16.1
does not exceed 90% and (ii) Employer contributions and forfeiture allocated to
the accounts of Participants who are not key Employees equals at least 4% of the
Compensation (as defined in Section 7.7) of each such Participant.

(b) In any Plan Year for which the Plan is a top-heavy plan, clause
(B)(I) of Section 7.7 shall be applied by substituting "100%" for "125%"
appearing therein unless for any such Plan Year (i) the percentage of accrued
benefits of Participants who are key Employees does not exceed 90%, and (ii) the
minimum accrued benefit of each Participant under all defined benefit plans in
the aggregation group is at least 3% of his average Compensation (determined
under section 416(d) of the Code) multiplied by each year of service after 1983,
not in excess of 10, for which such plans are top-heavy Plans.

(c) If in any Plan Year for which the Plan is a top-heavy plan, a
defined benefit plan is included in the aggregation group and such defined
benefit plan is a top-

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heavy plan for such Plan Year, clauses (A)(I) and (B)(I) of Section 7.7 shall be
applied by substituting "100%" for "125%" appearing therein.

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Exhibit 4(4)

MIDWEST POWER SYSTEMS INC.

401(K) PLAN FOR BARGAINING EMPLOYEES

EIN: 42-1375614
Plan #005

Defined Contribution Plan 7.7

Restated January 1, 1994 -3

<PAGE>

TABLE OF CONTENTS

INTRODUCTION

ARTICLE I FORMAT AND DEFINITIONS

Section 1.01 ----- Format
Section 1.02 ----- Definitions

ARTICLE II PARTICIPATION

Section 2.01 ----- Active Participant
Section 2.02 ----- Inactive Participant
Section 2.03 ----- Cessation of Participation

ARTICLE III CONTRIBUTIONS

Section 3.01 ----- Employer Contributions
Section 3.01A ----- Voluntary Contributions by Participants
Section 3.01B ----- Rollover Contributions
Section 3.02 ----- Forfeitures
Section 3.03 ----- Allocation
Section 3.04 ----- Contribution Limitation
Section 3.05 ----- Excess Amounts

ARTICLE IV INVESTMENT OF CONTRIBUTIONS

Section 4.01 ----- Investment of Contributions

ARTICLE V BENEFITS

Section 5.01 ----- Retirement Benefits
Section 5.02 ----- Death Benefits
Section 5.03 ----- Vested Benefits
Section 5.04 ----- When Benefits Start
Section 5.05 ----- Withdrawal Privileges
Section 5.06 ----- Loans to Participants

ARTICLE VI DISTRIBUTION OF BENEFITS

Section 6.01 ----- Automatic Forms of Distribution
Section 6.02 ----- Optional Forms of Distribution and Distribution
Requirements
Section 6.03 ----- Election Procedures
Section 6.04 ----- Notice Requirements
Section 6.05 ----- Transitional Rules
Section 6.06 ----- Distributions Under Qualified Domestic Relations
Order

TABLE OF CONTENTS 3

<PAGE>

ARTICLE VII TERMINATION OF PLAN

ARTICLE VIII ADMINISTRATION OF PLAN

Section 8.01 ----- Administration
Section 8.02 ----- Records
Section 8.03 ----- Information Available
Section 8.04 ----- Claim and Appeal Procedures
Section 8.05 ----- Unclaimed Vested Account Procedure
Section 8.06 ----- Delegation of Authority

ARTICLE IX GENERAL PROVISIONS

Section 9.01 ----- Amendments
Section 9.02 ----- Direct Rollovers
Section 9.03 ----- Mergers and Direct Transfers
Section 9.04 ----- Provisions Relating to the Insurer and Other
Parties
Section 9.05 ----- Employment Status
Section 9.06 ----- Rights to Plan Assets
Section 9.07 ----- Beneficiary
Section 9.08 ----- Nonalienation of Benefits
Section 9.09 ----- Construction
Section 9.10 ----- Legal Actions
Section 9.11 ----- Small Amounts
Section 9.12 ----- Word Usage
Section 9.13 ----- Transfers Between Plans

ARTICLE X EMPLOYER SECURITIES

Section 10.01 ----- Voting Procedures
Section 10.02 ----- Transactions Involving Employer Securities

PLAN EXECUTION

TABLE OF CONTENTS 4

<PAGE>

INTRODUCTION

Iowa Public Service Company previously established a 401(k) savings plan
known as the Iowa Public Service Company Savings Investment Plan for Bargaining
Unit Employees effective November 1, 1984.

Following the acquisition of Iowa Gas Company by Midwest Energy Company,
the Plan was amended on January 1, 1987 to permit physical bargaining employees
of Midwest Company to participate.

Iowa Power Inc. previously established a 401(k) savings plan for certain
employees known as the Iowa Power Inc. 401(k) Savings Plan for Clerical
Bargaining Employees effective March 1, 1987.

Iowa Power Inc. also previously established a 401(k) savings plan for
certain employees known as the Iowa Power Inc. 401(k) Savings Plan for Physical
Bargaining Employees effective October 1, 1988.

Iowa Public Service Company and Iowa Power Inc. were merged to form Midwest
Power Systems Inc. effective July 21, 1992.

The Primary Employer is of the opinion that the three plans should be
merged into one document. Effective January 1, 1994, the three plans are merged
and set forth in this document which is substituted in lieu of the Prior Plans.

The restated plan continues to be for the exclusive benefit of employees of
the Employer. All persons covered under the Prior Plans on December 31, 1993,
shall continue to be covered under the restated plan with no loss of benefits.

It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.

INTRODUCTION 5

<PAGE>

ARTICLE I

FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

ACCOUNT means, for a Participant, his share of the Investment Fund.
Separate accounting records are kept for those parts of his Account that
result from:

(a) Nondeductible Voluntary Contributions

(b) Deductible Voluntary Contributions

(d) Matching Contributions

(e) Rollover Contributions

If the Participant's Vesting Percentage is less than 100% as to any of the
Employer Contributions, a separate accounting record will be kept for any
part of his Account resulting from such Employer Contributions and, if
there has been a prior Forfeiture Date, from such Contributions made before
a prior Forfeiture Date.

A Participant's Account shall be reduced by any distribution of his Vested
Account and by any Forfeitures. A Participant's Account will participate
in the earnings credited, expenses charged and any appreciation or
depreciation of the Investment Fund. His Account is subject to any minimum
guarantees applicable under the Group Contract or other investment
arrangement.

ACTIVE PARTICIPANT means an Eligible Employee who is actively participating
in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION
of Article II.

AFFILIATED SERVICE GROUP means any group of corporations, partnerships or
other organizations of which the Employer is a part and which is affiliated
within the meaning of Code Section 414(m) and regulations thereunder. Such
a group includes at least two organizations one of which is either a
service organization (that is, an organization the principal business of
which is performing services), or an organization the principal business of
which is performing management functions on a regular and continuing basis.
Such service is of a type historically performed by employees. In the case
of a management organization, the Affiliated Service Group shall include
organizations related, within the meaning of Code Section 144(a)(3), to
either the management

ARTICLE 1 6

<PAGE>

organization or the organization for which it performs management
functions. The term Controlled Group, as it is used in this Plan, shall
include the term Affiliated Service Group.

ALTERNATE PAYEE means any spouse, former spouse, child or other dependent
of a Participant who is recognized by a qualified domestic relations order
as having a right to receive all, or a portion of the benefits payable
under the Plan with respect to such Participant.

ANNUAL COMPENSATION means, on any given date, the Employee's Compensation
for the latest Compensation Year ending on or before the given date.

ANNUITY STARTING DATE means, for a Participant, the first day of the first
period for which an amount is paid as an annuity or any other form.

BENEFICIARY means the person or persons named by a Participant to receive
any benefits under this Plan upon the Participant's death. See the
BENEFICIARY SECTION of Article IX.

CLAIMANT means any person who has made a claim for benefits under this
Plan. See the CLAIM AND APPEAL PROCEDURES SECTION of Article VIII.

CODE means the Internal Revenue Code of 1986, as amended.

COMPENSATION means, except as modified in this definition, the total
earnings paid or made available to an Employee by the Employer during any
specified period.

"Earnings" in this definition means Compensation as defined in the
CONTRIBUTION LIMITATION SECTION of Article III.

Compensation for purposes of Elective Deferral Contributions shall exclude
the following:

bonuses
commissions
overtime pay
other special compensation

Compensation shall also include elective contributions. Elective
contributions are amounts excludable from the Employee's gross income under
Code Sections 125, 402(e)(3), 402(h) or 403(b), and contributed by the
Employer, at the Employee's election, to a Code Section 401(k) arrangement,
a simplified employee pension, cafeteria plan or tax-sheltered annuity.
Elective contributions also include Compensation deferred under a Code
Section 457 plan maintained by the Employer and Employee contributions
"picked up" by a governmental entity and, pursuant to Code Section
414(h)(2), treated as Employer contributions.

For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer may
elect to use an alternative nondiscriminatory definition of Compensation in
accordance with the regulations under Code Section 414(s).

For purposes of determining the amount of Elective Deferral Contributions,
Compensation shall exclude reimbursements or other expense allowances,
fringe benefits (cash and noncash), moving expenses, deferred compensation
and welfare benefits.

ARTICLE 1 7

<PAGE>

For Plan Years beginning after December 31, 1988, and before January 1,
1994, the annual Compensation of each Participant taken into account for
determining all benefits provided under the Plan for any year shall not
exceed $200,000. For Plan Years beginning on or after January 1, 1994, the
annual Compensation of each Participant taken into account for determining
all benefits provided under the Plan for any year shall not exceed
$150,000.

The $200,000 limit shall be adjusted by the Secretary at the same time and
in the same manner as under Code Section 415(d). The $150,000 limit shall
be adjusted by the Commissioner for increases in the cost of living in
accordance with Code Section 401(a)(17)(B). The cost of living adjustment
in effect for a calendar year applies to any period, not exceeding 12
months, over which pay is determined (determination period) beginning in
such calendar year. If a determination period consists of fewer than 12
months, the annual compensation limit will be multiplied by a fraction the
numerator of which is the number of months in the determination period, and
the denominator of which is 12.

In determining the Compensation of a Participant for purposes of the annual
compensation limit, the rules of Code Section 414(q)(6) shall apply, except
that in applying such rules, the term "family" shall include only the
spouse of the Participant and any lineal descendants of the Participant who
have not attained age 19 before the close of the year. If, as a result of
the application of such rules the adjusted annual compensation limit is
exceeded, then (except for purposes of determining the portion of
Compensation up to the integration level if this Plan provides for
permitted disparity) the limitation shall be prorated among the affected
individuals in proportion to each such individual's Compensation as
determined under this definition prior to the application of this
limitation.

If Compensation for any prior determination period is taken into account in
determining a Participant's benefits accruing in the current Plan Year,the
Compensation for that prior determination period is subject to the annual
compensation limit in effect for that prior determination period. For this
purpose, for determination periods beginning before the first day of the
first Plan Year beginning on or after January 1, 1989, which are used to
determine benefits in Plan Years beginning after December 31, 1988 and
before January 1, 1994, the annual compensation limit is $200,000. For
this purpose, for determination periods beginning before the first day of
the first Plan Year beginning on or after January 1, 1994, which are used
to determine benefits in Plan Years beginning on or after January 1, 1994,
the annual compensation limit is $150,000.

Compensation means, for an Employee who is a Leased Employee, the
Employee's Compensation for the services he performs for the Employer,
determined in the same manner as the Compensation of Employees who are not
Leased Employees, regardless of whether such Compensation would be received
directly from the Employer or from the leasing organization.

COMPENSATION YEAR means each one-year period ending on the last day of the
Plan Year, including corresponding periods before October 1, 1988.

CONTINGENT ANNUITANT means an individual named by the Participant to
receive a lifetime benefit after the Participant's death in accordance with
a survivorship life annuity.

ARTICLE 1 8

<PAGE>

CONTRIBUTIONS means

Elective Deferral Contributions
Matching Contributions
Voluntary Contributions
Rollover Contributions

as set out in Article III, unless the context clearly indicates otherwise.

CONTROLLED GROUP means any group of corporations, trades or businesses of
which the Employer is a part that are under common control. A Controlled
Group includes any group of corporations, trades or businesses, whether or
not incorporated, which is either a parent-subsidiary group, a
brother-sister group, or a combined group within the meaning of Code
Section 414(b), Code Section 414(c) and regulations thereunder and, for
purposes of determining contribution limitations under the CONTRIBUTION
LIMITATION SECTION of Article III, as modified by Code Section 415(h) and,
for the purpose of identifying Leased Employees, as modified by Code
Section 144(a)(3). The term Controlled Group, as it is used in this Plan,
shall include the term Affiliated Service Group and any other employer
required to be aggregated with the Employer under Code Section 414(o) and
the regulations thereunder.

DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

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

ELECTIVE DEFERRAL CONTRIBUTIONS means Contributions made by the Employer to
fund this Plan in accordance with a qualified cash or deferred arrangement
as described in Code Section 401(k). See the EMPLOYER CONTRIBUTIONS
SECTION of Article III.

ELIGIBILITY BREAK IN SERVICE means an Eligibility Computation Period in
which an Employee is credited with 500 or fewer Hours-of-Service. An
Employee incurs an Eligibility Break in Service on the last day of an
Eligibility Computation Period in which he has an Eligibility Break in
Service.

ELIGIBILITY COMPUTATION PERIOD means a 12-consecutive month period. The
first Eligibility Computation Period begins on an Employee's Employment
Commencement Date. Later Eligibility Computation Periods shall be
12-consecutive month periods ending on the last day of each Plan Year that
begins after his Employment Commencement Date.

To determine an Eligibility Computation Period after an Eligibility Break
in Service, the Plan shall use the 12-consecutive month period beginning on
an Employee's Reemployment Commencement Date as if his Reemployment
Commencement Date were his Employment Commencement Date.

ELIGIBILITY SERVICE means one year of service for each Eligibility
Computation Period that has ended and in which an Employee is credited with
at least 1,000 Hours-of-Service.

ARTICLE 1 9

<PAGE>

However, Eligibility Service is modified as follows:

Predecessor Employer service included:

An Employee's service with a Predecessor Employer shall be included as
service with the Employer. This service includes service performed
while a proprietor or partner.

Period of Military Duty included:

A Period of Military Duty shall be included as service with the
Employer to the extent it has not already been credited. For purposes
of crediting Hours-of-Service during the Period of Military Duty, an
Hour-of-Service shall be credited (without regard to the 501
Hour-of-Service limitation) for each hour an Employee would normally
have been scheduled to work for the Employer during such period.

Controlled Group service included:

An Employee's service with a member firm of a Controlled Group while
both that firm and the Employer were members of the Controlled Group
shall be included as service with the Employer.

ELIGIBLE EMPLOYEE means any Employee of the Employer who meets the
following requirement. His employment classification with the Employer is
the following:

Bargaining class (represented by a bargaining unit for collective
bargaining purposes). A bargaining unit shall not include any
organization more than half of whose members are employees who are
owners, officers, or executives of the Employer.

Eligible Employee shall not include temporary Employees.

ELIGIBLE RETIREMENT PLAN means an individual retirement account described
in Code Section 408(a), an individual retirement annuity described in Code
Section 408(b), an annuity plan described in Code Section 403(a) or a
qualified trust described in Code Section 401(a), that accepts the
Distributee's Eligible Rollover Distribution.

However, in the case of an Eligible Rollover Distribution to the surviving
spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.

ELIGIBLE ROLLOVER DISTRIBUTION means any distribution of all or any portion
of the balance to the credit of the Distributee, except that an Eligible
Rollover Distribution does not include:

(a) Any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the
life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's
designated Beneficiary, or for a specified period of ten years or
more.

(b) Any distribution to the extent such distribution is required under
Code Section 401(a)(9).

(c) The portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).

ARTICLE 1 10

<PAGE>

EMPLOYEE means an individual who is employed by the Employer or any other
employer required to be aggregated with the Employer under Code Sections
414(b), (c), (m) or (o). A Controlled Group member is required to be
aggregated with the Employer.

The term Employee shall also include any Leased Employee deemed to be an
employee of any employer described in the preceding paragraph as provided
in Code Sections 414(n) or 414(o).

EMPLOYER means the Primary Employer. This will also include any successor
corporation or firm of the Employer which shall, by written agreement,
assume the obligations of this Plan or any predecessor corporation or firm
of the Employer (absorbed by the Employer, or of which the Employer was
once a part) which became a predecessor because of a change of name,
merger, purchase of stock or purchase of assets and which maintained this
Plan.

EMPLOYER CONTRIBUTIONS means

Elective Deferral Contributions
Matching Contributions

as set out in Article III, unless the context clearly indicates otherwise.

EMPLOYER SECURITY means any instrument issued by the Employer and meeting
the requirements of Section 4975(e)(8) of the Code.

EMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
Hour-of-Service.

ENTRY DATE means the date an Employee first enters the Plan as an Active
Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

ESOP ACCOUNT means that portion of the Trust Fund attributable to a
Participant's interest in the terminated Employee's Stock Ownership Plan of
Midwest Energy Company and Participating Subsidiaries whose assets were
transferred into the Iowa Public Service Company Savings Investment Plan
effective January 1, 1989. Such ESOP Account shall be 100% vested at all
times and is nonforfeitable.

FAMILY MEMBER means an individual described in Code Section 414(q)(6)(B).

FISCAL YEAR means the Primary Employer's taxable year. The last day of the
Fiscal Year is December 31.

FORFEITURE means the part, if any, of a Participant's Account that is
forfeited. See the FORFEITURES SECTION of Article III.

FORFEITURE DATE means, as to a Participant, the last day of five
consecutive one-year Periods of Severance.

This is the date on which the Participant's Nonvested Account will be
forfeited unless an earlier forfeiture occurs as provided in the
FORFEITURES SECTION of Article III.

ARTICLE 1 11

<PAGE>

GROUP CONTRACT means the group annuity contract or contracts into which the
Primary Employer enters with the Insurer for the investment of
Contributions and the payment of benefits under this Plan. The term Group
Contract as it is used in this Plan is deemed to include the plural unless
the context clearly indicates otherwise.

HIGHLY COMPENSATED EMPLOYEE means a highly compensated active Employee or a
highly compensated former Employee.

A highly compensated active Employee means any Employee who performs
service for the Employer during the determination year and who, during the
look-back year:

(a) received compensation from the Employer in excess of $75,000 (as
adjusted pursuant to Code Section 415(d));

(b) received compensation from the Employer in excess of $50,000 (as
adjusted pursuant to Code Section 415(d)) and was a member of the
top-paid group for such year; or

(c) was an officer of the Employer and received compensation during such
year that is greater than 50 percent of the dollar limitation in
effect under Code Section 415(b)(1)(A).

The term Highly Compensated Employee also means:

(d) Employees who are both described in the preceding sentence if the term
"determination year" is substituted for the term "look-back year" and
the Employee is one of the 100 Employees who received the most
compensation from the Employer during the determination year; and

(e) Employees who are 5 percent owners at any time during the look-back
year or determination year.

If no officer has satisfied the compensation requirement of (c) above
during either a determination year or look-back year, the highest paid
officer for such year shall be treated as a Highly Compensated Employee.

For this purpose, the determination year shall be the Plan Year. The
look-back year shall be the twelve-month period immediately preceding the
determination year.

A highly compensated former Employee means any Employee who separated from
service (or was deemed to have separated) prior to the determination year,
performs no service for the Employer during the determination year, and was
a highly compensated active Employee for either the separation year or any
determination year ending on or after the Employee's 55th birthday.

If an Employee is, during a determination year or look-back year, a family
member of either a 5 percent owner who is an active or former Employee or a
Highly Compensated Employee who is one of the 10 most highly compensated
Employees ranked on the basis of compensation paid by the Employer during
such year, then the family member and the 5 percent owner or top-ten highly
compensated Employee shall be aggregated. In such case, the family member
and 5 percent owner or top-ten highly compensated Employee shall be treated
as a single Employee receiving compensation and Plan contributions or
benefits equal to the sum of such compensation and contributions or
benefits of the family member and 5 percent owner or top-ten highly
compensated Employee. For purposes of this definition, family member
includes the spouse, lineal ascendants and descendants of the Employee or
former Employee and the spouses of such lineal ascendants and descendants.

ARTICLE 1 12

<PAGE>

The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid
group, the top 100 Employees, the number of Employees treated as officers
and the compensation that is considered, will be made in accordance with
Code Section 414(q) and the regulations thereunder.

HOUR-OF-SERVICE means, for the elapsed time method of crediting service in
this Plan, each hour for which an Employee is paid, or entitled to payment,
for performing duties for the Employer. Hour-of-Service means, for the
hours method of crediting service in this Plan, the following:

(a) Each hour for which an Employee is paid, or entitled to payment, for
performing duties for the Employer during the applicable computation
period.

(b) Each hour for which an Employee is paid, or entitled to payment, by
the Employer because of a period of time in which no duties are
performed (irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence.
Notwithstanding the preceding provisions of this subparagraph (b), no
credit will be given to the Employee

(1) for more than 501 Hours-of-Service under this subparagraph (b)
because of any single continuous period in which the Employee
performs no duties (whether or not such period occurs in a single
computation period); or

(2) for an Hour-of-Service for which the Employee is directly or
indirectly paid, or entitled to payment, because of a period in
which no duties are performed if such payment is made or due
under a plan maintained solely for the purpose of complying with
applicable worker's or workmen's compensation, or unemployment
compensation or disability insurance laws; or

(3) for an Hour-of-Service for a payment which solely reimburses the
Employee for medical or medically related expenses incurred by
him.

For purposes of this subparagraph (b), a payment shall be deemed to be
made by, or due from the Employer, regardless of whether such payment
is made by, or due from the Employer, directly or indirectly through,
among others, a trust fund or insurer, to which the Employer
contributes or pays premiums and regardless of whether contributions
made or due to the trust fund, insurer or other entity are for the
benefit of particular employees or are on behalf of a group of
employees in the aggregate.

(c) Each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Employer. The same
Hours-of-Service shall not be credited both under subparagraph (a) or
subparagraph (b) above (as the case may be) and under this
subparagraph (c). Crediting of Hours-of-Service for back pay awarded
or agreed to with respect to periods described in subparagraph (b)
above will be subject to the limitations set forth in that
subparagraph.

The crediting of Hours-of-Service above shall be applied under the rules of
paragraphs (b) and (c) of the Department of Labor Regulation 2530.200b-2
(including any interpretations or opinions implementing said rules); which
rules, by this reference, are specifically incorporated in full within this
Plan. The reference to paragraph (b) applies to the special rule for
determining hours of service for reasons other than the performance of
duties such as payments calculated (or not calculated) on the basis of
units of time and the rule against double credit. The reference to
paragraph (c) applies to the crediting of hours of service to computation
periods.

ARTICLE 1 13

<PAGE>

Hours-of-Service shall be credited for employment with any other employer
required to be aggregated with the Employer under Code Sections 414(b),
(c), (m) or (o) and the regulations thereunder for purposes of eligibility
and vesting. Hours-of-Service shall also be credited for any individual
who is considered an employee for purposes of this Plan pursuant to Code
Section 414(n) or Code Section 414(o) and the regulations thereunder.

Solely for purposes of determining whether a one-year break in service has
occurred for eligibility or vesting purposes, during a Parental Absence an
Employee shall be credited with the Hours-of-Service which otherwise would
normally have been credited to the Employee but for such absence, or in any
case in which such hours cannot be determined, eight Hours-of-Service per
day of such absence. The Hours-of-Service credited under this paragraph
shall be credited in the computation period in which the absence begins if
the crediting is necessary to prevent a break in service in that period; or
in all other cases, in the following computation period.

INACTIVE PARTICIPANT means a former Active Participant who has an Account.
See the INACTIVE PARTICIPANT SECTION of Article II.

INSURER means Principal Mutual Life Insurance Company and any other
insurance company or companies named by the Trustee or Primary Employer.

INVESTMENT FUND means the total assets held for the purpose of providing
benefits for Participants. These funds result from Contributions made
under the Plan.

INVESTMENT MANAGER means any fiduciary (other than a trustee or Named
Fiduciary)

(a) who has the power to manage, acquire, or dispose of any assets of the
Plan; and

(b) who (1) is registered as an investment adviser under the Investment
Advisers Act of 1940, or (2) is a bank, as defined in the Investment
Advisers Act of 1940, or (3) is an insurance company qualified to
perform services described in subparagraph (a) above under the laws of
more than one state; and

LATE RETIREMENT DATE means the first day of any month which is after a
Participant's Normal Retirement Date and on which retirement benefits
begin. If a Participant continues to work for the Employer after his
Normal Retirement Date, his Late Retirement Date shall be the earliest
first day of the month on or after he ceases to be an Employee. A later
Retirement Date may apply if the Participant so elects. An earlier
Retirement Date may apply if the Participant is age 70 1/2. See the WHEN
BENEFITS START SECTION of Article V.

LEASED EMPLOYEE means any person (other than an employee of the recipient)
who pursuant to an agreement between the recipient and any other person
("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code
Section 414(n)(6)) on a substantially full time basis for a period of at
least one year, and such services are of a type historically performed by
employees in the business field of the recipient employer. Contributions
or benefits provided a Leased Employee by the leasing organization which
are attributable to service performed for the recipient employer shall be
treated as provided by the recipient employer.

A Leased Employee shall not be considered an employee of the recipient if:

ARTICLE 1 14

<PAGE>

(a) such employee is covered by a money purchase pension plan providing
(1) a nonintegrated employer contribution rate of at least 10 percent
of compensation, as defined in Code Section 415(c)(3), but including
amounts contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Code Sections 125,
402(e)(3), 402(h) or 403(b), (2) immediate participation, and (3) full
and immediate vesting and

(b) Leased Employees do not constitute more than 20 percent of the
recipient's nonhighly compensated workforce.

LOAN ADMINISTRATOR means the person or positions authorized to administer
the Participant loan program.

The Loan Administrator is Employee Benefits.

MATCHING CONTRIBUTIONS means matching contributions made by the Employer to
fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

MONTHLY DATE means each Yearly Date and the same day of each following
month during the Plan Year beginning on such Yearly Date.

NAMED FIDUCIARY means the person or persons who have authority to control
and manage the operation and administration of the Plan.

The Named Fiduciary is the Employer.

NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the Employer who is
neither a Highly Compensated Employee nor a Family Member.

NONVESTED ACCOUNT means the part, if any, of a Participant's Account that
is in excess of his Vested Account.

NORMAL FORM means a single life annuity with installment refund.

NORMAL RETIREMENT AGE means the age at which the Participant's normal
retirement benefit becomes nonforfeitable. A Participant's Normal
Retirement Age is 65.

NORMAL RETIREMENT DATE means the earliest first day of the month on or
after the date the Participant reaches his Normal Retirement Age. Unless
otherwise provided in this Plan, a Participant's retirement benefits shall
begin on a Participant's Normal Retirement Date if he has ceased to be an
Employee on such date and has a Vested Account. See the WHEN BENEFITS
START SECTION of Article V.

PARENTAL ABSENCE means an Employee's absence from work which begins on or
after the first Yearly Date after December 31, 1984,

(a) by reason of pregnancy of the Employee,

(b) by reason of birth of a child of the Employee,

(c) by reason of the placement of a child with the Employee in connection
with adoption of such child by such Employee, or

ARTICLE 1 15

<PAGE>

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

PARTICIPANT means either an Active Participant or an Inactive Participant.

PARTICIPANT CONTRIBUTIONS means Voluntary Contributions as set out in
Article III, unless the context clearly indicates otherwise.

PERIOD OF MILITARY DUTY means, for an Employee

(a) who served as a member of the armed forces of the United States, and

(b) who was reemployed by the Employer at a time when the Employee had a
right to reemployment in accordance with seniority rights as protected
under Section 2021 through 2026 of Title 38 of the U. S. Code,

the period of time from the date the Employee was first absent from active
work for the Employer because of such military duty to the date the
Employee was reemployed.

PERIOD OF SERVICE means a period of time beginning on an Employee's
Employment Commencement Date or Reemployment Commencement Date (whichever
applies) and ending on his Severance from Service Date.

PERIOD OF SEVERANCE means a period of time beginning on an Employee's
Severance from Service Date and ending on the date he again performs an
Hour-of-Service.

A one-year Period of Severance means a Period of Severance of 12
consecutive months.

Solely for purposes of determining whether a one-year Period of Severance
has occurred for eligibility or vesting purposes, the 12-consecutive month
period beginning on the first anniversary of the first date of a Parental
Absence shall not be a one-year Period of Severance.

PLAN means the 401(k) savings plan of the Employer set forth in this
document, including any later amendments to it.

PLAN ADMINISTRATOR means the person or persons who administer the Plan.

The Plan Administrator is the Employer.

PLAN PARTICIPATION means the period of time during which a Participant has
been an Active Participant.

PLAN YEAR means a period beginning on a Yearly Date and ending on the day
before the next Yearly Date.

PREDECESSOR EMPLOYER means a firm absorbed by the Employer by change of
name, merger, acquisition or a change of corporate status, or a firm of
which the Employer was once a part.

PRIMARY EMPLOYER means MIDWEST POWER SYSTEMS INC.

PRIOR PLAN ASSETS means the assets accumulated under the Prior Plans which
have not been distributed as of January 1, 1994, and which are held under
this Plan.

ARTICLE 1 16

<PAGE>

PRIOR PLANS means the 401(k) savings plans as explained briefly in the
Introduction.

QUALIFIED ELECTION PERIOD means for an Employee who has ten years of Plan
Participation when he reaches age 55, the Plan Year in which the Employee
reaches age 55 and the five succeeding Plan Years. For an Employee who
does not have ten years of Plan Participation when he reaches age 55, the
Qualified Election Period means the Plan Year in which the Employee
completes ten years of Plan Participation and the five succeeding Plan
Years.

QUALIFIED JOINT AND SURVIVOR FORM means, for a Participant who has a
spouse, an immediate survivorship life annuity with installment refund,
where the survivorship percentage is 50% and the Contingent Annuitant is
the Participant's spouse. A former spouse will be treated as the spouse to
the extent provided under a qualified domestic relations order as described
in Code Section 414(p). If a Participant does not have a spouse, the
Qualified Joint and Survivor Form means the Normal Form.

The amount of benefit payable under the Qualified Joint and Survivor Form
shall be the amount of benefit which may be provided by the Participant's
Vested Account.

QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which are
subject to the distribution and nonforfeitability requirements under Code
Section 401(k). See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

QUALIFIED PARTICIPANT means an Employee who has attained age 55 and
completed ten years of Plan Participation.

QUALIFIED PRERETIREMENT SURVIVOR ANNUITY means a single life annuity with
installment refund payable to the surviving spouse of a Participant who
dies before his Annuity Starting Date. A former spouse will be treated as
the surviving spouse to the extent provided under a qualified domestic
relations order as described in Code Section 414(p).

QUARTER OF PLAN PARTICIPATION means each calendar quarter during which an
Elective Deferral Contribution has been made for a Participant.

REEMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
Hour-of-Service following

(a) an Eligibility Break in Service, for the hours method of crediting
service in this Plan, or

(b) a Period of Severance, for the elapsed time method of crediting
service in this Plan.

REENTRY DATE means the date a former Active Participant reenters the Plan.
See the ACTIVE PARTICIPANT SECTION of Article II.

RETIREMENT DATE means the date a retirement benefit will begin and is a
Participant's Normal or Late Retirement Date, as the case may be.

ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made by
or for a Participant according to the provisions of the ROLLOVER
CONTRIBUTIONS SECTION of Article III.

ARTICLE 1 17

<PAGE>

SEVERANCE FROM SERVICE DATE means the earlier of

(a) the date on which an Employee quits, retires, dies or is discharged,
or

(b) the first anniversary of the date an Employee begins a one-year
absence from service (with or without pay). This absence may be the
result of any combination of vacation, holiday, sickness, disability,
leave of absence or layoff.

Solely to determine whether a one-year Period of Severance has occurred for
eligibility or vesting purposes for an Employee who is absent from service
beyond the first anniversary of the first day of a Parental Absence,
Severance from Service Date is the second anniversary of the first day of
the Parental Absence. The period between the first and second
anniversaries of the first day of the Parental Absence is not a Period of
Service and is not a Period of Severance.

TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

TEFRA COMPLIANCE DATE means the date a plan is to comply with the
provisions of TEFRA. The TEFRA Compliance Date as used in this Plan is,

(a) for purposes of contribution limitations, Code Section 415,

(1) if the plan was in effect on July 1, 1982, the first day of the
first limitation year which begins after December 31, 1982, or

(2) if the plan was not in effect on July 1, 1982, the first day of
the first limitation year which ends after July 1, 1982.

(b) for all other purposes, the first Yearly Date after December 31, 1983.

TOTALLY AND PERMANENTLY DISABLED means that a Participant is disabled, as a
result of sickness or injury, to the extent that he is prevented from
engaging in any substantial gainful activity, and is eligible for and
receives a disability benefit under Title II of the Federal Social Security
Act.

TRUST means an agreement of trust between the Primary Employer and Trustee
established for the purpose of holding and distributing the Trust Fund
under the provisions of the Plan. The Trust may provide for the investment
of all or any portion of the Trust Fund in the Group Contract.

TRUST FUND means the total funds held under the Trust for the purpose of
providing benefits for Participants. These funds result from Contributions
made under the Plan which are forwarded to the Trustee to be deposited in
the Trust Fund.

TRUSTEE means the trustee or trustees under the Trust. The term Trustee as
it is used in this Plan is deemed to include the plural unless the context
clearly indicates otherwise.

VALUATION DATE means for purposes of the TRANSACTIONS INVOLVING EMPLOYER
SECURITIES SECTION of Article X, the date on which the value of the assets
of the Trust is determined. The value of each Account and each ESOP
Account which is maintained under this Plan shall be determined on the
Valuation Date. In each Plan Year the Valuation Date shall be the last day
of each calendar quarter. In addition, the Plan Administrator may

ARTICLE 1 18

<PAGE>

designate from time to time, so long as the Trustee agrees, that another
date or dates shall be Valuation Dates with respect to a specific Plan
Year.

VESTED ACCOUNT means for Midwest Power Northern Contract Employees, Midwest
Gas Employees and Sioux Falls Midwest Gas Employees the vested part of a
Participant's Account. The Participant's Vested Account is determined as
follows.

If the Participant's Vesting Percentage is 100%, his Vested Account equals
his Account and his ESOP Account.

If the Participant's Vesting Percentage is less than 100%, his Vested
Account equals the sum of (a), (b) and (c) below:

(a) The part of the Participant's Account that results from Employer
Contributions made before a prior Forfeiture Date and all other
Contributions which were 100% vested when made.

(b) The balance of the Participant's Account in excess of the amount in
(a) above multiplied by his Vesting Percentage.

The Participant's Vested Account is nonforfeitable.

However, for clerical Employees and Midwest Power Southern Contract
Employees, the Participant's Vested Account is equal to his Account. Such
Participant's Account is nonforfeitable and the percentage used to
determine that portion of a Participant's Account attributable to the
Employer Contributions which is nonforfeitable is 100%.

VESTING PERCENTAGE means the percentage used to determine the
nonforfeitable portion of a Participant's Account attributable to Employer
Contributions which were not 100% vested when made for Midwest Power
Northern Contract Employees, Midwest Gas Employees and Sioux Falls Midwest
Gas Employees.

A Participant's Vesting Percentage is shown in the following schedule
opposite the number of Years of Participation.

VESTING
YEARS OF PARTICIPATION PERCENTAGE

Less than 1 0
1 25
2 50
3 75
4 or more 100

However, the Vesting Percentage for a Participant who is an Employee on or
after the earliest of (i) the date he reaches age 52, (ii) the date of his
death, (iii) the date he becomes Totally and Permanently Disabled, or (iv)
the fifth anniversary of his Employment Commencement Date, shall be 100% on
such date.

ARTICLE 1 19

<PAGE>

If the schedule used to determine a Participant's Vesting Percentage is
changed, the new schedule shall not apply to a Participant unless he is
credited with an Hour-of-Service on or after the date of the change and the
Participant's nonforfeitable percentage on the day before the date of the
change is not reduced under this Plan. The amendment provisions of the
AMENDMENT SECTION of Article IX regarding changes in the computation of the
Vesting Percentage shall apply.

VOLUNTARY CONTRIBUTIONS means both nondeductible and deductible
contributions by a Participant that are not required as a condition of
employment or participation or for obtaining additional benefits from the
Employer Contributions. See the VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS
SECTION of Article III.

YEARLY DATE means January 1, 1994, and the same day of each following year.
Yearly Dates before January 1, 1994, shall be determined under the
provisions of the prior document.

YEAR OF PLAN PARTICIPATION means four Quarters of Plan Participation.

YEARS OF SERVICE means the total of an Employee's Periods of Service,
expressed as whole years and fractional parts of a year (to two decimal
places) on the basis that 365 days equal one year. Such total shall be
equal to the period from his Employment Commencement Date to the date of
determination. This period shall be reduced by any Period of Severance
which is not deemed to be a Period of Service.

However, Years of Service is modified as follows:

Predecessor Employer service included:

An Employee's service with a Predecessor Employer shall be included as
service with the Employer. This service includes service performed
while a proprietor or partner.

Period of Military Duty included:

A Period of Military Duty shall be included as service with the
Employer to the extent it has not already been credited.

Period of Severance included (service spanning rule):

A Period of Severance shall be deemed to be a Period of Service under
either of the following conditions:

(a) the Period of Severance immediately follows a period during which
an Employee is not absent from work and ends within 12 months; or

(b) the Period of Severance immediately follows a period during which
an Employee is absent from work for any reason other than
quitting, being discharged or retiring (such as a leave of
absence or layoff) and ends within 12 months of the date he was
first absent.

Controlled Group service included:

An Employee's service with a member firm of a Controlled Group while
both that firm and the Employer were members of the Controlled Group
shall be included as service with the Employer.

ARTICLE 1 20

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ARTICLE 1 21

<PAGE>

ARTICLE II

PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

(a) An Employee shall first become an Active Participant (begin active
participation in the Plan) on the earliest Monthly Date on or after
January 1, 1994, on which he is an Eligible Employee and has met the
eligibility requirement set forth below. This date is his Entry Date.

(1) He has completed one year of Eligibility Service before his Entry
Date.

Each Employee who was an Active Participant under the Prior Plans on
December 31, 1993, shall continue to be an Active Participant if he is
still an Eligible Employee on January 1, 1994, and his Entry Date
shall not change.

If a person has been an Eligible Employee who has met all the
eligibility requirements above, but is not an Eligible Employee on the
date which would have been his Entry Date, he shall become an Active
Participant on the date he again becomes an Eligible Employee. This
date is his Entry Date.

(b) An Inactive Participant shall again become an Active Participant
(resume active participation in the Plan) on the date he again
performs an Hour-of-Service as an Eligible Employee. This date is his
Reentry Date.

Upon again becoming an Active Participant, he shall cease to be an
Inactive Participant.

(c) A former Participant shall again become an Active Participant (resume
active participation in the Plan) on the date he again performs an
Hour-of-Service as an Eligible Employee. This date is his Reentry
Date.

There shall be no duplication of benefits for a Participant under this Plan
because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

(a) The date on which he ceases to be an Eligible Employee (on his
Retirement Date if the date he ceases to be an Eligible Employee
occurs within one month of his Retirement Date).

(b) The effective date of complete termination of the Plan.

An Employee or former Employee who was an Inactive Participant under the
Prior Plans on December 31, 1993, shall continue to be an Inactive Participant
on January 1, 1994. Eligibility for any benefits payable to him or on his
behalf and the amount of the benefits shall be determined according to the
provisions of the prior document, unless otherwise stated in this document.

ARTICLE II 22

<PAGE>

SECTION 2.03--CESSATION OF PARTICIPATION.

A Participant shall cease to be a Participant on the date he is no longer
an Eligible Employee and his Account is zero.

ARTICLE II 23

<PAGE>

ARTICLE III

CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

Employer Contributions for Plan Years which end on or after January 1,
1994, may be made without regard to current or accumulated net income, earnings,
or profits of the Employer. In addition, all or a part of such Contributions,
may consist of Employer Securities as determined by the Employer.
Notwithstanding the foregoing, the Plan shall continue to be designed to qualify
as a profit sharing plan for purposes of Code Sections 401(a), 402, 412, and
417. Such Contributions will be equal to the Employer Contributions as
described below:

(a) The amount of each Elective Deferral Contribution for a Participant
shall be equal to any whole percentage (not less than 1% nor more than
15%) of his Compensation for the pay period as elected in his elective
deferral agreement. An Employee who is eligible to participate in the
Plan may file an elective deferral agreement with the Employer. The
elective deferral agreement to start Elective Deferral Contributions
may be effective on a Participant's Entry Date (Reentry Date, if
applicable) or any following date. The Participant shall make any
change or terminate the elective deferral agreement by filing a new
elective deferral agreement. A Participant's elective deferral
agreement making a change may be effective on any date an elective
deferral agreement to start Elective Deferral Contributions could be
effective. A Participant's elective deferral agreement to stop
Elective Deferral Contributions may be effective on any date. The
elective deferral agreement must be in writing and effective before
the beginning of the pay period in which Elective Deferral
Contributions are to start, change or stop.

Elective Deferral Contributions are fully (100%) vested and
nonforfeitable.

(b) The amount of each Matching Contribution for a Participant who is a
clerical Employee or a Midwest Power Southern Contract Employee shall
be equal to 33 1/3% of the Elective Deferral Contributions made for
him for the pay period, disregarding any Elective Deferral
Contributions in excess of 6% of his compensation for the pay period.
Matching Contributions for any such Participant during any Plan Year
shall not be more than $1,000.

The amount of each Matching Contribution for a Participant who is a
Midwest Gas Employee or Midwest Power Northern Contract Employee shall
be equal to 33 1/3% of the Elective Deferral Contributions made for
him for the pay period, disregarding any Elective Deferral
Contributions in excess of 6% of his Compensation for the pay period.
There is no dollar limit on Matching Contributions for these
Participants during any Plan Year.

The amount of each Matching Contribution for a Participant who is a
Sioux Falls Midwest Gas Employee shall be equal to 50% of the Elective
Deferral Contributions made for him for the pay period, disregarding
any Elective Deferral Contributions in excess of 6% of his
Compensation for the pay period. There is no dollar limit on Matching
Contributions for these Participants during any Plan Year.

ARTICLE III 24

<PAGE>

Contributions that would have been made had Elective Deferral
Contributions been spread out evenly over the Plan Year, over (ii)
Matching Contributions previously made for such Employee during the
Plan Year.

Matching Contributions are subject to the Vesting Percentage.

No Participant shall be permitted to have Elective Deferral Contributions,
as defined in the EXCESS AMOUNTS SECTION of Article III, made under this Plan,
or any other qualified plan maintained by the Employer, during any taxable year,
in excess of the dollar limitation contained in Code Section 402(g) in effect at
the beginning of such taxable year.

The Employer shall pay to the Insurer its Contributions used to determine
the Actual Deferral Percentage, as defined in the EXCESS AMOUNTS SECTION of
Article III, to the Plan for each Plan Year not later than the end of the
twelve-month period immediately following the Plan Year for which they are
deemed to be paid. Any such Contributions accumulated through payroll
deductions shall be paid within 90 days of the date withheld or the date it is
first reasonably practical for the Employer to do so, if earlier.

A portion of the Plan assets resulting from Employer Contributions (but not
more than the original amount of those Contributions) may be returned if the
Employer Contributions are made because of a mistake of fact or are more than
the amount deductible under Code Section 404 (excluding any amount which is not
deductible because the Plan is disqualified). The amount involved must be
returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies. Except as provided under this paragraph and
Article VII, the assets of the Plan shall never be used for the benefit of the
Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.01A--VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

No Voluntary Contributions may be made on or after January 1, 1989.

The part of the Participant's Account resulting from Voluntary
Contributions is fully (100%) vested and nonforfeitable at all times.

SECTION 3.01B--ROLLOVER CONTRIBUTIONS.

A Rollover Contribution may be made by or for an Eligible Employee if the
following conditions are met:

(a) The Contribution is a rollover contribution which the Code permits to
be transferred to a plan that meets the requirements of Code Section
401(a).

(b) If the Contribution is made by the Eligible Employee, it is made
within sixty days after he receives the distribution.

(c) The Eligible Employee furnishes evidence satisfactory to the Plan
Administrator that the proposed transfer is in fact a rollover
contribution that meets conditions (a) and (b) above.

ARTICLE III 25

<PAGE>

procedures set up by the Plan Administrator. In any event, any funds
distributed from this Plan cannot, at a later date, become a Rollover
Contribution made to this Plan.

If the Eligible Employee is not an Active Participant at the time the
Rollover Contribution is made, he shall be deemed to be a Participant only for
the purposes of investment and distribution of the Rollover Contribution. He
shall not share in the allocation of Employer Contributions until the time he
meets all the requirements to become an Active Participant.

Rollover Contributions made by or for an Eligible Employee shall be
credited to his Account. The part of the Participant's Account resulting from
Rollover Contributions is fully (100%) vested and nonforfeitable at all times.
A separate accounting record shall be maintained for that part of his Rollover
Contribution which consists of voluntary contributions that were deducted from
the Participant's gross income for Federal income tax purposes.

SECTION 3.02--FORFEITURES.

The Nonvested Account of a Participant shall be forfeited as of the earlier
of the following: the date of the Participant's death, if prior to such date he
had ceased to be an Employee; or his Forfeiture Date. All or a part of a
Participant's Nonvested Account will be forfeited if, after he ceases to be an
Employee, he receives a distribution of his entire Vested Account or a
distribution of his Vested Account derived from Employer Contributions which
were not 100% vested when made according to the provisions of the VESTED
BENEFITS SECTION of Article V or the SMALL AMOUNTS SECTION of Article IX. If a
Participant's Vested Account is zero on the date he ceases to be an Employee, he
shall be deemed to have received a distribution of his entire Vested Account on
such date. The forfeiture will occur as of the date he receives the
distribution or on the date such provision became effective, if later. If he
receives a distribution of his entire Vested Account, his entire Nonvested
Account will be forfeited. If he receives a distribution of his Vested Account
from Employer Contributions which were not 100% vested when made, but less than
his entire Vested Account, the amount to be forfeited will be determined by
multiplying his Nonvested Account by a fraction. The numerator of the fraction
is the amount of the distribution derived from Employer Contributions which were
not 100% vested when made and the denominator of the fraction is his entire
Vested Account derived from such Employer Contributions on the date of
distribution.

A Forfeiture shall also occur as described in the EXCESS AMOUNTS SECTION of
Article III.

Forfeitures may first be applied to pay expenses under the Plan which would
otherwise be paid by the Employer.

Forfeitures not used to pay expenses shall be applied to reduce the
earliest Employer Contributions made after the Forfeitures are determined.
Forfeitures shall be determined at least once during each taxable year of the
Employer. Upon their application, such Forfeitures shall be deemed to be
Employer Contributions.

Forfeitures of Matching Contributions which relate to excess amounts shall
be applied as provided in the EXCESS AMOUNTS SECTION of Article III.

If a Participant again becomes an Eligible Employee after receiving a
distribution which caused his Nonvested Account to be forfeited, he shall have
the right to repay to the Plan the entire amount of the distribution he received
(excluding any amount of such distribution resulting from Contributions which
were 100% vested when made). The repayment must be made before the earlier of
the date five years after the date he again becomes an Eligible Employee or the
end of the first period of five consecutive one-year Periods of Severance which
begin after the date of the distribution.

ARTICLE III 26

<PAGE>

If the Participant makes the repayment provided above, the Plan
Administrator shall restore to his Account an amount equal to his Nonvested
Account which was forfeited on the date of distribution, unadjusted for any
investment gains or losses. If the amount of the repayment is zero dollars
because the Participant was deemed to have received a distribution or the plan
did not have repayment provisions in effect on the date the distribution was
made and he again performs an Hour-of-Service as an Eligible Employee within the
repayment period, the Plan Administrator shall restore the Participant's Account
as if he had made a required repayment on the date he performed such
Hour-of-Service. Restoration of the Participant's Account shall include
restoration of all Code Section 411(d)(6) protected benefits with respect to
that restored Account, according to applicable Treasury regulations. Provided,
however, the Plan Administrator shall not restore the Nonvested Account if a
Forfeiture Date has occurred after the date of the distribution and on or before
the date of repayment and that Forfeiture Date would result in a complete
forfeiture of the amount the Plan Administrator would otherwise restore.

The Plan Administrator shall restore the Participant's Account by the close
of the Plan Year following the Plan Year in which repayment is made.
Permissible sources for restoration are Forfeitures or Employer Contributions.
The Employer shall contribute, without regard to any requirement or condition of
the EMPLOYER CONTRIBUTIONS SECTION of Article III, such additional amount needed
to make the required restoration. The repaid and restored amounts are not
included in the Participant's Annual Addition, as defined in the CONTRIBUTION
LIMITATION SECTION of Article III.

SECTION 3.03--ALLOCATION.

The following Contributions for each Plan Year shall be allocated to each
Participant for whom such Contributions were made under the EMPLOYER
CONTRIBUTIONS SECTION of Article III:

Elective Deferral Contributions
Matching Contributions

These Contributions shall be allocated when made and credited to the
Participant's Account.

In determining the amount of Employer Contributions to be allocated to a
Participant who is a Leased Employee, contributions and benefits provided by the
leasing organization which are attributable to services such Leased Employee
performs for the Employer shall be treated as provided by the Employer and there
shall be no duplication of those contributions or benefits under this Plan.

SECTION 3.04--CONTRIBUTION LIMITATION.

(a) For the purpose of determining the contribution limitation set forth
in this section, the following terms are defined:

ARTICLE III 27

<PAGE>

medical benefits allocated to the separate account of a key employee,
as defined in Code Section 419A(d)(3), under a welfare benefit fund,
as defined in Code Section 419(e), maintained by the Employer, as
defined in this section, are treated as Annual Additions to a defined
contribution plan. The 25% of Compensation limit under Maximum
Permissible Amount does not apply to Annual Additions resulting from
contributions made to an individual medical account, as defined in
Code Section 415(l)(2), or to Annual Additions resulting from
contributions for medical benefits, within the meaning of Code Section
419A, after separation from service.

ANNUAL ADDITION means the amount added to a Participant's account for
any Limitation Year which may not exceed the Maximum Permissible
Amount. The Annual Addition under any plan for a Participant with
respect to any Limitation Year, shall be equal to the sum of (1) and
(2) below:

(1) Employer contributions and forfeitures credited to his account
for the Limitation Year.

(2) Participant contributions made by him for the Limitation Year.

Before the first Limitation Year beginning after December 31, 1986,
the amount under (2) above is the lesser of (i) 1/2 of his
nondeductible participant contributions made for the Limitation Year,
or (ii) the amount, if any, of his nondeductible participant
contributions made for the Limitation Year which is in excess of six
percent of his Compensation, as defined in this section, for such
Limitation Year.

COMPENSATION means all wages for Federal income tax withholding
purposes, as defined under Code Section 3401(a) (for purposes of
income tax withholding at the source), disregarding any rules limiting
the remuneration included as wages based on the nature or location of
the employment or the services performed. Compensation also includes
all other payments to an Employee in the course of the Employer's
trade or business, for which the Employer must furnish the Employee a
written statement under Code Sections 6041(d) and 6051(a)(3). The
Wages, Tips and Other Compensation" box on Form W-2 satisfies this
definition.

For any self-employed individual Compensation will mean earned income.

For purposes of applying the limitations of this section, Compensation
for a Limitation Year is the Compensation actually paid or made
available during such Limitation Year.

DEFINED BENEFIT PLAN FRACTION means, with respect to a Limitation Year
for a Participant who is or has been a participant in a defined
benefit plan ever maintained by the Employer, as defined in this
section, the quotient, expressed as a decimal, of

(1) the Participant's Projected Annual Benefit under all such plans
as of the close of such Limitation Year, divided by

(2) on and after the TEFRA Compliance Date, the lesser of (i) or (ii)
below:

(i) 1.25 multiplied by the maximum dollar limitation which
applies to defined benefit plans determined for the
Limitation Year under Code Sections 415(b) or (d) or

(ii) 1.4 multiplied by the Participant's highest average
compensation as defined in the defined benefit plan(s),

ARTICLE III 28

<PAGE>

including any adjustments under Code Section 415(b).

Before the TEFRA Compliance Date, this denominator is the
Participant's Projected Annual Benefit as of the close of
the Limitation Year if the plan(s) provided the maximum
benefit allowable.

The Defined Benefit Plan Fraction shall be modified as follows:

If the Participant was a participant as of the first day of the first
Limitation Year beginning after December 31, 1986, in one or more
defined benefit plans maintained by the Employer, as defined in this
section, which were in existence on May 6, 1986, the denominator of
this fraction will not be less than 125 percent 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 before January 1,
1987, disregarding any changes in the terms and conditions of the plan
after May 5, 1986. The preceding sentence applies only if the defined
benefit plans individually and in the aggregate satisfied the
requirements of Code Section 415 for all Limitation Years beginning
before January 1, 1987.

DEFINED CONTRIBUTION PLAN FRACTION means, for a Participant with
respect to a Limitation Year, the quotient, expressed as a decimal, of

(1) the Participant's Aggregate Annual Additions for such Limitation
Year and all prior Limitation Years, under all defined
contribution plans (including the Aggregate Annual Additions
attributable to nondeductible accounts under defined benefit
plans and attributable to all welfare benefit funds, as defined
in Code Section 419(e) and attributable to individual medical
accounts, as defined in Code Section 415(l)(2)) ever maintained
by the Employer, as defined in this section, divided by

(2) on and after the TEFRA Compliance Date, the sum of the amount
determined for the Limitation Year under (i) or (ii) below,
whichever is less, and the amounts determined in the same manner
for all prior Limitation Years during which he has been an
Employee or an employee of a predecessor employer:

(i) 1.25 multiplied by the maximum permissible dollar amount for
each such Limitation Year, or

(ii) 1.4 multiplied by the maximum permissible percentage of the
Participant's Compensation, as defined in this section, for
each such Limitation Year.

Before the TEFRA Compliance Date, this denominator is the sum of
the maximum allowable amount of Annual Addition to his account(s)
under all the plan(s) of the Employer, as defined in this
section, for each such Limitation Year.

The Defined Contribution Plan Fraction shall be modified as follows:

ARTICLE III 29

<PAGE>

Contribution Plan Fraction. The adjustment is calculated using his
Defined Contribution Plan Fraction and Defined Benefit Plan Fraction
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
Code Section 415 limitations applicable to the first Limitation Year
beginning on or after January 1, 1987.

The Annual Addition for any Limitation Year beginning before
January 1, 1987, shall not be recomputed to treat all employee
contributions as Annual Additions.

For a plan that was in existence on July 1, 1982, for purposes of
determining the Defined Contribution Plan Fraction for any Limitation
Year ending after December 31, 1982, the Plan Administrator may elect,
in accordance with the provisions of Code Section 415, that the
denominator for each Participant for all Limitation Years ending
before January 1, 1983, will be equal to

(1) the Defined Contribution Plan Fraction denominator which would
apply for the last Limitation Year ending in 1982 if an election
under this paragraph were not made, multiplied by.

(2) a fraction, equal to (i) over (ii) below:

(i) the lesser of (A) $51,875, or (B) 1.4, multiplied by 25% of
the Participant's Compensation, as defined in this section,
for the Limitation Year ending in 1981;

(ii) the lesser of (A) $41,500, or (B) 25% of the Participant's
Compensation, as defined in this section, for the Limitation
Year ending in 1981.

The election described above is applicable only if the plan
administrators under all defined contribution plans of the Employer,
as defined in this section, also elect to use the modified fraction.

EMPLOYER means any employer that adopts this Plan and all Controlled
Group members and any other entity required to be aggregated with the
employer pursuant to regulations under Code Section 414(o).

LIMITATION YEAR means the 12-consecutive month period within which it
is determined whether or not the limitations of Code Section 415 are
exceeded. Limitation Year means each 12-consecutive month period
ending on the last day of each Plan Year, including corresponding
12-consecutive month periods before October 1, 1988. If the
Limitation Year is other than the calendar year, execution of this
Plan (or any amendment to this Plan changing the Limitation Year)
constitutes the Employer's adoption of a written resolution electing
the Limitation Year. If the Limitation Year is changed, the new
Limitation Year shall begin within the current Limitation Year,
creating a short Limitation Year.

MAXIMUM PERMISSIBLE AMOUNT means, for a Participant with respect to
any Limitation Year, the lesser of (1) or (2) below:

(1) The greater of $30,000 or one-fourth of the maximum dollar
limitation which applies to defined benefit plans set forth in
Code Section 415(b)(1) as in effect for the Limitation Year.
(Before the TEFRA Compliance Date, $25,000 multiplied by the cost
of living adjustment factor permitted by Federal regulations.)

(2) 25% of his Compensation, as defined in this section, for such
Limitation Year.

ARTICLE III 30

<PAGE>

The compensation limitation referred to in (2) shall not apply to any
contribution for medical benefits (within the meaning of Code Section
401(h) or Code Section 419A(f)(2)) which is otherwise treated as an
annual addition under Code Section 415(l)(1) or Code Section
419A(d)(2).

If there is a short Limitation Year because of a change in Limitation
Year, the Maximum Permissible Amount will not exceed the maximum
dollar limitation which would otherwise apply multiplied by the
following fraction:

Number of months in the short Limitation Year
---------------------------------------------
12

PROJECTED ANNUAL BENEFIT means a Participant's expected annual benefit
under all defined benefit plan(s) ever maintained by the Employer, as
defined in this section. The Projected Annual Benefit shall be
determined assuming that the Participant will continue employment
until the later of current age or normal retirement age under such
plan(s), and that the Participant's compensation for the current
Limitation Year and all other relevant factors used to determine
benefits under such plan(s) will remain constant for all future
Limitation Years. Such expected annual benefit shall be adjusted to
the actuarial equivalent of a straight life annuity if expressed in a
form other than a straight life or qualified joint and survivor
annuity.

(b) The Annual Addition under this Plan for a Participant during a
Limitation Year shall not be more than the Maximum Permissible Amount.

(c) Contributions which would otherwise be credited to the Participant's
Account shall be limited or reallocated to the extent necessary to
meet the restrictions of subparagraph (b) above for any Limitation
Year in the following order. Elective Deferral Contributions shall be
limited. Elective Deferral Contributions that are not the basis for
Matching Contributions shall be limited. Matching Contributions shall
be limited to the extent necessary to limit the Participant's Annual
Addition under this Plan to his maximum amount. If Matching
Contributions are limited because of this limit, Elective Deferral
Contributions that are the basis for Matching Contributions shall be
reduced in proportion.

If, due to (i) an error in estimating a Participant's Compensation as
defined in this section, (ii) because the amount of the Forfeitures to
be used to offset Employer Contributions is more than the amount of
the Employer Contributions due for the remaining Participants, (iii)
as a result of a reasonable error in determining the amount of
elective deferrals (within the meaning of Code Section 402(g)(3)) that
may be made with respect to any individual under the limits of Code
Section 415, or (iv) other limited facts and circumstances, a
Participant's Annual Addition is greater than the amount permitted in
(b) above, such excess amount shall be applied as follows. Elective
Deferral Contributions will be returned to the Participant. Matching
contributions based on Elective Deferral Contributions which are
returned shall be forfeited. If after the return of Elective Deferral
Contributions, an excess amount still exists, and the Participant is
an Active Participant as of the end of the Limitation Year, the excess
amount shall be used to offset Employer Contributions for him in the
next Limitation Year. On and after the first Yearly Date in 1994,
Matching Contributions based on Elective Deferral Contributions which
are returned shall be forfeited. If after the return of Elective
Deferral Contributions, an excess amount still exists, and the
Participant is an Active Participant as of the end of the Limitation
Year, the excess amount shall be used to offset Employer Contributions
for him in the next Limitation Year. If after the return of
nondeductible Voluntary Contributions and Elective Deferral
Contributions, an excess amount still exists, and If after the return
of Elective Deferral Contributions, an excess amount still exists, and
the Participant is not an Active Participant as of the end of the
Limitation Year, the excess amount will be held in a suspense account
which will be used to offset

ARTICLE III 31

<PAGE>

Employer Contributions for all Participants in the next Limitation
Year. No Employer Contributions that would be included in the next
Limitation Year's Annual Addition may be made before the total
suspense account has been used.

(d) A Participant's Aggregate Annual Addition for a Limitation Year shall
not exceed the Maximum Permissible Amount.

If, for the Limitation Year, the Participant has an Annual Addition
under more than one defined contribution plan or a welfare benefit
fund, as defined in Code Section 419(e), or an individual medical
account, as defined in Code Section 415(l)(2), maintained by the
Employer, as defined in this section, and such plans and welfare
benefit funds and individual medical accounts do not otherwise limit
the Aggregate Annual Addition to the Maximum Permissible Amount, any
reduction necessary shall be made first to the profit sharing plans,
then to all other such plans and welfare benefit funds and individual
medical accounts and, if necessary, by reducing first those that were
most recently allocated. Welfare benefit funds and individual medical
accounts shall be deemed to be allocated first. However, elective
deferral contributions shall be the last contributions reduced before
the welfare benefit fund or individual medical account is reduced.

If some of the Employer's defined contribution plans were not in
existence on July 1, 1982, and some were in existence on that date,
the Maximum Permissible Amount which is based on a dollar amount may
differ for a Limitation Year. The Aggregate Annual Addition for the
Limitation Year in which the dollar limit differs shall not exceed the
lesser of (1) 25% of Compensation as defined in this section, (2)
$45,475, or (3) the greater of $30,000 or the sum of the Annual
Additions for such Limitation Year under all the plan(s) to which the
$45,475 amount applies.

(e) If a Participant is or has been a participant in both defined benefit
and defined contribution plans (including a welfare benefit fund or
individual medical account) ever maintained by the Employer, as
defined in this section, the sum of the Defined Benefit Plan Fraction
and the Defined Contribution Plan Fraction for any Limitation Year
shall not exceed 1.0 (1.4 before the TEFRA Compliance Date).

After all other limitations set out in the plans and funds have been
applied, the following limitations shall apply so that the sum of the
Participant's Defined Benefit Plan Fraction and Defined Contribution
Plan Fraction shall not exceed 1.0 (1.4 before the TEFRA Compliance
Date). The Projected Annual Benefit shall be limited first. If the
Participant's annual benefit(s) equal his Projected Annual Benefit, as
limited, then Annual Additions to the defined contribution plan(s)
shall be limited to the extent needed to reduce the sum to 1.0 (1.4).
First, the voluntary contributions the Participant may make for the
Limitation Year shall be limited. Next, in the case of a profit
sharing plan, any forfeitures allocated to the Participant shall be
reallocated to remaining participants to the extent necessary to
reduce the decimal to 1.0 (1.4). Last, to the extent necessary,
employer contributions for the Limitation Year shall be reallocated or
limited, and any required and optional employee contributions to which
such employer contributions were geared shall be reduced in
proportion.

If, for the Limitation Year, the Participant has an Annual Addition
under more than one defined contribution plan or welfare benefit fund
or individual medical account maintained by the Employer, as defined
in this section, any reduction above shall be made first to the profit
sharing plans, then to all other such plans and welfare benefit plans
and individual medical accounts and, if necessary, by reducing first
those that were most recently allocated. However, elective deferral
contributions shall be the last contributions reduced before the
welfare benefit fund or individual medical account is reduced. The
annual addition to the welfare benefit fund and individual medical
account shall be limited last.

ARTICLE III 32

<PAGE>

SECTION 3.05--EXCESS AMOUNTS.

(a) For the purposes of this section, the following terms are defined:

ACTUAL DEFERRAL PERCENTAGE means the ratio (expressed as a percentage)
of Elective Deferral Contributions under this Plan on behalf of the
Eligible Participant for the Plan Year to the Eligible Participant's
Compensation for the Plan Year. In modification of the foregoing,
Compensation shall be limited to the Compensation received while an
Active Participant. The Elective Deferral Contributions used to
determine the Actual Deferral Percentage shall include Excess Elective
Deferrals (other than Excess Elective Deferrals of Nonhighly
Compensated Employees that arise solely from Elective Deferral
Contributions made under this Plan or any other plans of the Employer
or a Controlled Group member), but shall exclude Elective Deferral
Contributions that are used in computing the Contribution Percentage
(provided the Average Actual Deferral Percentage test is satisfied
both with and without exclusion of these Elective Deferral
Contributions). Under such rules as the Secretary of the Treasury
shall prescribe in Code Section 401(k)(3)(D), the Employer may elect
to include Qualified Nonelective Contributions and Qualified Matching
Contributions under this Plan in computing the Actual Deferral
Percentage. For an Eligible Participant for whom such Contributions
on his behalf for the Plan Year are zero, the percentage is zero.

AGGREGATE LIMIT means the greater of (1) or (2) below:

(1) The sum of

(i) 125 percent of the greater of the Average Actual Deferral
Percentage of the Nonhighly Compensated Employees for the
Plan Year or the Average Contribution Percentage of
Nonhighly Compensated Employees under the Plan subject to
Code Section 401(m) for the Plan Year beginning with or
within the Plan Year of the cash or deferred arrangement and

(ii) the lesser of 200% or two plus the lesser of such Average
Actual Deferral Percentage or Average Contribution
Percentage.

(2) The sum of

(i) 125 percent of the lesser of the Average Actual Deferral
Percentage of the Nonhighly Compensated Employees for the
Plan Year or the Average Contribution Percentage of
Nonhighly Compensated Employees under the Plan subject to
Code Section 401(m) for the Plan Year beginning with or
within the Plan Year of the cash or deferred arrangement and

(ii) the lesser of 200% or two plus the greater of such Average
Actual Deferral Percentage or Average Contribution
Percentage.

AVERAGE ACTUAL DEFERRAL PERCENTAGE means the average (expressed as a
percentage) of the Actual Deferral Percentages of the Eligible
Participants in a group.

AVERAGE CONTRIBUTION PERCENTAGE means the average (expressed as a
percentage) of the Contribution Percentages of the Eligible
Participants in a group.

ARTICLE III 33

<PAGE>

CONTRIBUTION PERCENTAGE means the ratio (expressed as a percentage) of
the Eligible Participant's Contribution Percentage Amounts to the
Eligible Participant's Compensation for the Plan Year. In
modification of the foregoing, Compensation shall be limited to the
Compensation received while an Active Participant. For an Eligible
Participant for whom such Contribution Percentage Amounts for the Plan
Year are zero, the percentage is zero.

CONTRIBUTION PERCENTAGE AMOUNTS means the sum of the Participant
Contributions and Matching Contributions (that are not Qualified
Matching Contributions) under this Plan on behalf of the Eligible
Participant for the Plan Year. Such Contribution Percentage Amounts
shall not include Matching Contributions that are forfeited either to
correct Excess Aggregate Contributions or because the Contributions to
which they relate are Excess Elective Deferrals, Excess Contributions
or Excess Aggregate Contributions. Under such rules as the Secretary
of the Treasury shall prescribe in Code Section 401(k)(3)(D), the
Employer may elect to include Qualified Nonelective Contributions and
Qualified Matching Contributions under this Plan which were not used
in computing the Actual Deferral Percentage in computing the
Contribution Percentage. The Employer may also elect to use Elective
Deferral Contributions in computing the Contribution Percentage so
long as the Average Actual Deferral Percentage test is met before the
Elective Deferral Contributions are used in the Average Contribution
Percentage test and continues to be met following the exclusion of
those Elective Deferral Contributions that are used to meet the
Average Contribution Percentage test.

ELECTIVE DEFERRAL CONTRIBUTIONS means employer contributions made on
behalf of a participant pursuant to an election to defer under any
qualified cash or deferred arrangement as described in Code Section
401(k), any simplified employee pension cash or deferred arrangement
as described in Code Section 402(h)(1)(B), any eligible deferred
compensation plan under Code Section 457, any plan as described under
Code Section 501(c)(18), and any employer contributions made on behalf
of a participant for the purchase of an annuity contract under Code
Section 403(b) pursuant to a salary reduction agreement. Elective
Deferral Contributions shall not include any deferrals properly
distributed as excess Annual Additions.

ELIGIBLE PARTICIPANT means, for purposes of determining the Actual
Deferral Percentage, any Employee who is otherwise authorized under
the terms of the Plan to have Elective Deferral Contributions made on
his behalf for the Plan Year. Eligible Participant means, for
purposes of determining the Average Contribution Percentage, any
Employee who is otherwise authorized under the terms of the Plan to
have Participant Contributions or Matching Contributions made on his
behalf for the Plan Year.

EXCESS AGGREGATE CONTRIBUTIONS means, with respect to any Plan Year,
the excess of:

(1) The aggregate Contributions taken into account in computing the
numerator of the Contribution Percentage actually made on behalf
of Highly Compensated Employees for such Plan Year, over

(2) The maximum amount of such Contributions permitted by the Average
Contribution Percentage test (determined by reducing
Contributions made on behalf of Highly Compensated Employees in
order of their Contribution Percentages beginning with the
highest of such percentages).

Such determination shall be made after first determining Excess
Elective Deferrals and then determining Excess Contributions.

EXCESS CONTRIBUTIONS means, with respect to any Plan Year, the excess
of:

ARTICLE III 34

<PAGE>

(1) The aggregate amount of Contributions actually taken into account
in computing the Actual Deferral Percentage of Highly Compensated
Employees for such Plan Year, over

(2) The maximum amount of such Contributions permitted by the Actual
Deferral Percentage test (determined by reducing Contributions
made on behalf of Highly Compensated Employees in order of the
Actual Deferral Percentages, beginning with the highest of such
percentages).

A Participant's Excess Contributions for a Plan Year will be reduced
by the amount of Excess Elective Deferrals, if any, previously
distributed to the Participant for the taxable year ending in that
Plan Year.

EXCESS ELECTIVE DEFERRALS means those Elective Deferral Contributions
that are includible in a Participant's gross income under Code Section
402(g) to the extent such Participant's Elective Deferral
Contributions for a taxable year exceed the dollar limitation under
such Code section. Excess Elective Deferrals shall be treated as
Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of
Article III, under the Plan, unless such amounts are distributed no
later than the first April 15 following the close of the Participant's
taxable year.

PARTICIPANT CONTRIBUTIONS means contributions made to any plan by or
on behalf of a participant that are included in the participant's
gross income in the year in which made and that are maintained under a
separate account to which earnings and losses are allocated.

MATCHING CONTRIBUTIONS means employer contributions made to this or
any other defined contribution plan, or to a contract described in
Code Section 403(b), on behalf of a participant on account of a
Participant Contribution made by such participant, or on account of a
participant's Elective Deferral Contributions, under a plan maintained
by the employer.

QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which
are subject to the distribution and nonforfeitability requirements
under Code Section 401(k) when made.

QUALIFIED NONELECTIVE CONTRIBUTIONS means any employer contributions
(other than Matching Contributions) which an employee may not elect to
have paid to him in cash instead of being contributed to the plan and
which are subject to the distribution and nonforfeitability
requirements under Code Section 401(k).

(b) A Participant may assign to this Plan any Excess Elective Deferrals
made during a taxable year by notifying the Plan Administrator in
writing on or before the first following March 1 of the amount of the
Excess Elective Deferrals to be assigned to the Plan. A Participant
is deemed to notify the Plan Administrator of any Excess Elective
Deferrals that arise by taking into account only those Elective
Deferral Contributions made to this Plan and any other plans of the
Employer or a Controlled Group member and reducing such Excess
Elective Deferrals by the amount of Excess Contributions, if any,
previously distributed for the Plan Year beginning in that taxable
year. The Participant's claim for Excess Elective Deferrals shall be
accompanied by the Participant's written statement that if such
amounts are not distributed, such Excess Elective Deferrals, when
added to amounts deferred under other plans or arrangements described
in Code Sections 401(k), 408(k) or 403(b), will exceed the limit
imposed on the Participant by Code Section 402(g) for the year in
which the deferral occurred. The Excess Elective Deferrals assigned
to this Plan can not exceed the Elective Deferral Contributions
allocated under this Plan for such taxable year.

ARTICLE III 35

<PAGE>

shall be distributed no later than April 15 to any Participant to
whose Account Excess Elective Deferrals were assigned for the
preceding year and who claims Excess Elective Deferrals for such
taxable year.

The income or loss allocable to such Excess Elective Deferrals shall
be equal to the sum of:

(1) the income or loss allocable to the Participant's Elective
Deferral Contributions for the taxable year in which the excess
occurred multiplied by a fraction and

(2) the income or loss allocable to the Participant's Elective
Deferral Contributions for the gap period between the end of such
taxable year and the date of distribution multiplied by a
fraction.

The numerator of the fractions is the Excess Elective Deferrals. The
denominator of the fraction in (1) above is the closing balance
without regard to any income or loss occurring during such taxable
year (as of the end of such taxable year) of the Participant's Account
resulting from Elective Deferral Contributions. The denominator of
the fraction in (2) above is the closing balance without regard to any
income or loss occurring during such gap period (as of the end of such
gap period) of the Participant's Account resulting from Elective
Deferral Contributions. The amount determined in (2) above shall not
be included for taxable years beginning after December 31, 1991.

Any Matching Contributions which were based on the Elective Deferral
Contributions which are distributed as Excess Elective Deferrals, plus
any income and minus any loss allocable thereto, shall be forfeited.
These Forfeitures shall be used to offset the earliest Employer
Contribution due after the Forfeiture arises.

(c) As of the end of each Plan Year after Excess Elective Deferrals have
been determined, one of the following tests must be met:

(1) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year is not
more than the Average Actual Deferral Percentage for Eligible
Participants who are Nonhighly Compensated Employees for the Plan
Year multiplied by 1.25.

(2) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year is not
more than the Average Actual Deferral Percentage for Eligible
Participants who are Nonhighly Compensated Employees for the Plan
Year multiplied by 2 and the difference between the Average
Actual Deferral Percentages is not more than 2.

The Actual Deferral Percentage for any Eligible Participant who is a
Highly Compensated Employee for the Plan Year and who is eligible to
have Elective Deferral Contributions (and Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, if used in
computing the Actual Deferral Percentage) allocated to his account
under two or more plans or arrangements described in Code Section
401(k) that are maintained by the Employer or a Controlled Group
member shall be determined as if all such Elective Deferral
Contributions (and, if applicable, such Qualified Nonelective
Contributions or Qualified Matching Contributions, or both) were made
under a single arrangement. If a Highly Compensated Employee
participates in two or more cash or deferred arrangements that have
different Plan Years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single
arrangement. Notwithstanding the foregoing, certain plans shall be
treated as separate if mandatorily disaggregated under the regulations
under Code Section 401(k).

ARTICLE III 36

<PAGE>

In the event that this Plan satisfies the requirements of Code
Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one or
more other plans, or if one or more other plans satisfy the
requirements of such Code sections only if aggregated with this Plan,
then this section shall be applied by determining the Actual Deferral
Percentage of employees as if all such plans were a single plan.
Plans may be aggregated in order to satisfy Code Section 401(k) only
if they have the same Plan Year.

For purposes of determining the Actual Deferral Percentage of an
Eligible Participant who is a five-percent owner or one of the ten
most highly-paid Highly Compensated Employees, the Elective Deferral
Contributions (and Qualified Nonelective Contributions or Qualified
Matching Contributions, or both, if used in computing the Actual
Deferral Percentage) and Compensation of such Eligible Participant
include the Elective Deferral Contributions (and, if applicable,
Qualified Nonelective Contributions or Qualified Matching
Contributions, or both) and Compensation for the Plan Year of Family
Members. Family Members, with respect to such Highly Compensated
Employees, shall be disregarded as separate employees in determining
the Actual Deferral Percentage both for Participants who are Nonhighly
Compensated Employees and for Participants who are Highly Compensated
Employees.

For purposes of determining the Actual Deferral Percentage, Elective
Deferral Contributions, Qualified Nonelective Contributions and
Qualified Matching Contributions must be made before the last day of
the 12-month period immediately following the Plan Year to which
contributions relate.

The Employer shall maintain records sufficient to demonstrate
satisfaction of the Average Actual Deferral Percentage test and the
amount of Qualified Nonelective Contributions or Qualified Matching
Contributions, or both, used in such test.

The determination and treatment of the Contributions used in computing
the Actual Deferral Percentage shall satisfy such other requirements
as may be prescribed by the Secretary of the Treasury.

If the Plan Administrator should determine during the Plan Year that
neither of the above tests is being met, the Plan Administrator may
adjust the amount of future Elective Deferral Contributions of the
Highly Compensated Employees.

Notwithstanding any other provisions of this Plan, Excess
Contributions, plus any income and minus any loss allocable thereto,
shall be distributed no later than the last day of each Plan Year to
Participants to whose Accounts such Excess Contributions were
allocated for the preceding Plan Year. If such excess amounts are
distributed more than 2 1/2 months after the last day of the Plan Year
in which such excess amounts arose, a ten (10) percent excise tax will
be imposed on the employer maintaining the plan with respect to such
amounts. Such distributions shall be made to Highly Compensated
Employees on the basis of the respective portions of the Excess
Contributions attributable to each of such employees. Excess
Contributions of Participants who are subject to the family member
aggregation rules shall be allocated among the Family Members in
proportion to the Elective Deferral Contributions (and amounts treated
as Elective Deferral Contributions) of each Family Member that is
combined to determine the combined Actual Deferral Percentage.

Excess Contributions shall be treated as Annual Additions, as defined
in the CONTRIBUTION LIMITATION SECTION of Article III, under the Plan.

The Excess Contributions shall be adjusted for income or loss. The
income or loss allocable to such Excess Contributions shall be equal
to the sum of

ARTICLE III 37

<PAGE>

(3) the income or loss allocable to the Participant's Elective
Deferral Contributions (and, if applicable, Qualified Nonelective
Contributions or Qualified Matching Contributions, or both) for
the Plan Year in which the excess occurred multiplied by a
fraction and

(4) the income or loss allocable to the Participant's Elective
Deferral Contributions (and, if applicable, Qualified Nonelective
Contributions or Qualified Matching Contributions, or both) for
the gap period between the end of such Plan Year and the date of
distribution multiplied by a fraction.

The numerator of the fractions is the Excess Contributions. The
denominator of the fraction in (3) above is the closing balance
without regard to any income or loss occurring during such Plan Year
(as of the end of such Plan Year) of the Participant's Account
resulting from Elective Deferral Contributions (and Qualified
Nonelective Contributions or Qualified Matching Contributions, or
both, if used in computing the Actual Deferral Percentage). The
denominator of the fraction in (4) above is the closing balance
without regard to any income or loss occurring during such gap period
(as of the end of such gap period) of the Participant's Account
resulting from Elective Deferral Contributions (and Qualified
Nonelective Contributions or Qualified Matching Contributions, or
both, if used in computing the Actual Deferral Percentage). The
amount determined in (4) above shall not be included for Plan Years
beginning after December 31, 1991.

Excess Contributions shall be distributed from the Participant's
Account resulting from Elective Deferral Contributions. If such
Excess Contributions exceed the balance in the Participant's Account
resulting from Elective Deferral Contributions, the balance shall be
distributed from the Participant's Account resulting from Qualified
Matching Contributions (if applicable) and Qualified Nonelective
Contributions, respectively.

Any Matching Contributions which were based on the Elective Deferral
Contributions which are distributed as Excess Contributions, plus any
income and minus any loss allocable thereto, shall be forfeited.
These Forfeitures shall be used to offset the earliest Employer
Contribution due after the Forfeiture arises.

(d) As of the end of each Plan Year, one of the following tests must be
met:

(1) The Average Contribution Percentage for Eligible Participants who
are Highly Compensated Employees for the Plan Year is not more
than the Average Contribution Percentage for Eligible
Participants who are Nonhighly Compensated Employees for the Plan
Year multiplied by 1.25.

(2) The Average Contribution Percentage for Eligible Participants who
are Highly Compensated Employees for the Plan Year is not more
than the Average Contribution Percentage for Eligible
Participants who are Nonhighly Compensated Employees for the Plan
Year multiplied by 2 and the difference between the Average
Contribution Percentages is not more than 2.

If one or more Highly Compensated Employees participate in both a cash
or deferred arrangement and a plan subject to the Average Contribution
Percentage test maintained by the Employer or a Controlled Group
member and the sum of the Average Actual Deferral Percentage and
Average Contribution Percentage of those Highly Compensated Employees
subject to either or both tests exceeds the Aggregate Limit, then the
Contribution Percentage of those Highly Compensated Employees who also
participate in a cash or deferred arrangement will be reduced
(beginning with such Highly Compensated Employees whose Contribution
Percentage is the highest) so that the limit is not exceeded. The
amount by which each Highly Compensated Employee's Contribution
Percentage is reduced shall be treated as an Excess Aggregate
Contribution. The Average Actual Deferral Percentage and Average
Contribution Percentage of the Highly Compensated Employees are
determined after any corrections required to meet the Average Actual

ARTICLE III 38

<PAGE>

Deferral Percentage and Average Contribution Percentage tests.
Multiple use does not occur if both the Average Actual Deferral
Percentage and Average Contribution Percentage of the Highly
Compensated Employees does not exceed 1.25 multiplied by the Average
Actual Deferral Percentage and Average Contribution Percentage of the
Nonhighly Compensated Employees.

The Contribution Percentage for any Eligible Participant who is a
Highly Compensated Employee for the Plan Year and who is eligible to
have Contribution Percentage Amounts allocated to his account under
two or more plans described in Code Section 401(a) or arrangements
described in Code Section 401(k) that are maintained by the Employer
or a Controlled Group member shall be determined as if the total of
such Contribution Percentage Amounts was made under each plan. If a
Highly Compensated Employee participates in two or more cash or
deferred arrangements that have different Plan Years, all cash or
deferred arrangements ending with or within the same calendar year
shall be treated as a single arrangement. Notwithstanding the
foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under the regulations under Code Section 401(m).

In the event that this Plan satisfies the requirements of Code
Sections 401(m), 401(a)(4), or 410(b) only if aggregated with one or
more other plans, or if one or more other plans satisfy the
requirements of Code sections only if aggregated with this Plan, then
this section shall be applied by determining the Contribution
Percentages of Eligible Participants as if all such plans were a
single plan. Plans may be aggregated in order to satisfy Code Section
401(m) only if they have the same Plan Year.

For purposes of determining the Contribution Percentage of an Eligible
Participant who is a five-percent owner or one of the ten most
highly-paid Highly Compensated Employees, the Contribution Percentage
Amounts and Compensation of such Participant shall include
Contribution Percentage Amounts and Compensation for the Plan Year of
Family Members. Family Members, with respect to Highly Compensated
Employees, shall be disregarded as separate employees in determining
the Contribution Percentage both for employees who are Nonhighly
Compensated Employees and for employees who are Highly Compensated
Employees.

For purposes of determining the Contribution Percentage, Participant
Contributions are considered to have been made in the Plan Year in
which contributed to the Plan. Matching Contributions and Qualified
Nonelective Contributions will be considered made for a Plan Year if
made no later than the end of the 12-month period beginning on the day
after the close of the Plan Year.

The Employer shall maintain records sufficient to demonstrate
satisfaction of the Average Contribution Percentage test and the
amount of Qualified Nonelective Contributions or Qualified Matching
Contributions, or both, used in such test.

The determination and treatment of the Contribution Percentage of any
Participant shall satisfy such other requirements as may be prescribed
by the Secretary of the Treasury.

ARTICLE III 39

<PAGE>

Contributions are distributed more than 2 1/2 months after the last
day of the Plan Year in which such excess amounts arose, a ten (10)
percent excise tax will be imposed on the employer maintaining the
plan with respect to those amounts. Excess Aggregate Contributions
shall be treated as Annual Additions, as defined in the CONTRIBUTION
LIMITATION SECTION of Article III, under the Plan.

The Excess Aggregate Contributions shall be adjusted for income or
loss. The income or loss allocable to such Excess Aggregate
Contributions shall be equal to the sum of:

(3) the income or loss allocable to the Participant's Contribution
Percentage Amounts for the Plan Year in which the excess occurred
multiplied by a fraction and

(4) the income or loss allocable to the Participant's Contribution
Percentage Amounts for the gap period between the end of such
Plan Year and the date of distribution multiplied by a fraction.

The numerator of the fractions is the Excess Aggregate Contributions.
The denominator of the fraction in (3) above is the closing balance
without regard to any income or loss occurring during such Plan Year
(as of the end of such Plan Year) of the Participant's Account
resulting from Contribution Percentage Amounts. The denominator of
the fraction in (4) above is the closing balance without regard to any
income or loss occurring during such gap period (as of the end of such
gap period) of the Participant's Account resulting from Contribution
Percentage Amounts. The amount determined in (4) above shall not be
included for Plan Years beginning after December 31, 1991.

Excess Aggregate Contributions shall be distributed from the
Participant's Account resulting from Participant Contributions that
are not required as a condition of employment or participation or for
obtaining additional benefits from Employer Contributions. If such
Excess Aggregate Contributions exceed the balance in the Participant's
Account resulting from such Participant Contributions, the balance
shall be forfeited, if not vested, or distributed, if vested, on a
pro-rata basis from the Participant's Account resulting from
Contribution Percentage Amounts. These Forfeitures shall be used to
offset the earliest Employer Contribution due after the Forfeiture
arises.

ARTICLE III 40

<PAGE>

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT OF CONTRIBUTIONS.

All Contributions are forwarded by the Employer to the Insurer to be
deposited under the Group Contract or forwarded to the Trustee to be deposited
in the Trust Fund.

Investment of Contributions is governed by the provisions of the Trust, the
Group Contract and any other funding arrangement in which the Trust Fund is or
may be invested. To the extent permitted by the Trust, Group Contract or other
funding arrangement, the parties named below shall direct the Contributions to
any of the accounts available under the Trust or Group Contract and may request
the transfer of assets resulting from those Contributions between such accounts.
A Participant can direct the Trustee to invest all or any portion of
Contributions in Employer Securities. A Participant may not direct the Trustee
to invest the Participant's Account in collectibles. Collectibles means any
work of art, rug or antique, metal or gem, stamp or coin, alcoholic beverage or
other tangible personal property specified by the Secretary of Treasury. To the
extent that a Participant does not direct the investment of his Account, such
Account shall be invested ratably in the accounts available under the Trust or
Group Contract in the same manner as the undirected Accounts of all other
Participants. The Vested Accounts of all Inactive Participants may be
segregated and invested separately from the Accounts of all other Participants.

The Trust Fund shall be valued at current fair market value as of the last
day of the last calendar month ending in the Plan Year and, at the discretion of
the Trustee, may be valued more frequently. The valuation shall take into
consideration investment earnings credited, expenses charged, payments made and
changes in the value of the assets held in the Trust Fund. The Account of a
Participant shall be credited with its share of the gains and losses of the
Trust Fund. That part of a Participant's Account invested in a funding
arrangement which establishes an account or accounts for such Participant
thereunder shall be credited with the gain or loss from such account or
accounts. That part of a Participant's Account which is invested in other
funding arrangements shall be credited with a proportionate share of the gain or
loss of such investments. The share shall be determined by multiplying the gain
or loss of the investment by the ratio of the part of the Participant's Account
invested in such funding arrangement to the total of the Trust Fund invested in
such funding arrangement.

At least annually, the Named Fiduciary shall review all pertinent Employee
information and Plan data in order to establish the funding policy of the Plan
and to determine appropriate methods of carrying out the Plan's objectives. The
Named Fiduciary shall inform the Trustee and any Investment Manager of the
Plan's short-term and long-term financial needs so the investment policy can be
coordinated with the Plan's financial requirements.

(a) Employer Contributions other than Elective Deferral Contributions:
The Participant shall direct the investment of such Employer
Contributions and transfer of assets resulting from those
Contributions.

(b) Elective Deferral Contributions: The Participant shall direct the
investment of Elective Deferral Contributions and transfer of assets
resulting from those Contributions.

(c) Participant Contributions: The Participant shall direct the
investment of Participant Contributions and transfer of assets
resulting from those Contributions.

ARTICLE IV 41

<PAGE>

(d) Rollover Contributions: The Participant shall direct the investment
of Rollover Contributions and transfer of assets resulting from those
Contributions.

For a Participant who was an active participant in the Employees' Stock
Ownership Plan of Midwest Power Systems Inc. and who has not received a
distribution of those amounts, such amounts shall continue to be held in the
ESOP Account. A Qualified Participant may elect to receive a distribution from
his ESOP Account during the Qualified Election Period. Such election must be
made within the 90-day period following the close of each Plan Year in the
Qualified Election Period. The distribution may not be in excess of 25% of the
Qualified Participant's ESOP Account reduced by any previous distributions made
during the Qualified Election Period. The distribution will be made in stock or
cash, as elected by the Qualified Participant. Distributions made in stock are
subject to any put option requirements. In the final year of the Qualified
Election Period, the Qualified Participant may elect to receive 50% of the
balance of his ESOP Account, reduced by any prior distributions made during the
Qualified Election Period.

However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and Plan assets which are not subject to
Participant direction.

ARTICLE IV 42

<PAGE>
ARTICLE V

BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

On a Participant's Retirement Date, his Vested Account shall be distributed
to him according to the distribution of benefits provisions of Article VI and
the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.02--DEATH BENEFITS.

If a Participant dies before his Annuity Starting Date, his Vested Account
shall be distributed according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.03--VESTED BENEFITS.

A Participant may receive a distribution of his Vested Account at any time
after he ceases to be an Employee, provided he has not again become an Employee.
If such amount is not payable under the provisions of the SMALL AMOUNTS SECTION
of Article IX, it will be distributed only if the Participant so elects. The
Participant's election shall be subject to the requirements in the ELECTION
PROCEDURES SECTION of Article VI for a qualified election of a retirement
benefit.

If a Participant does not receive an earlier distribution according to the
provisions of this section or the SMALL AMOUNTS SECTION of Article IX, upon his
Retirement Date or death, his Vested Account shall be applied according to the
provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION of
Article V.

The Nonvested Account of a Participant who has ceased to be an Employee
shall remain a part of his Account until it becomes a Forfeiture; provided,
however, if the Participant again becomes an Employee so that his Vesting
Percentage can increase, the Nonvested Account may become a part of his Vested
Account.

SECTION 5.04--WHEN BENEFITS START.

Benefits under the Plan begin when a Participant retires, dies or ceases to
be an Employee, whichever applies, as provided in the preceding sections of this
article. Benefits which begin before Normal Retirement Date for a Participant
who became Totally and Permanently Disabled when he was an Employee shall be
deemed to begin because he is Totally and Permanently Disabled. The start of
benefits is subject to the qualified election procedures of Article VI.

Unless otherwise elected, benefits shall begin before the sixtieth day
following the close of the Plan Year in which the latest date below occurs:

(a) The date the Participant attains age 65 (Normal Retirement Age, if
earlier).

(b) The tenth anniversary of the Participant's Entry Date.

ARTICLE V 43

<PAGE>

Notwithstanding the foregoing, the failure of a Participant and spouse to
consent to a distribution while a benefit is immediately distributable, within
the meaning of the ELECTION PROCEDURES SECTION of Article VI, shall be deemed to
be an election to defer commencement of payment of any benefit sufficient to
satisfy this section.

The Participant may elect to have his benefits begin after the latest date
for beginning benefits described above, subject to the provisions of this
section. The Participant shall make the election in writing and deliver the
signed statement of election to the Plan Administrator before Normal Retirement
Date or the date he ceases to be an Employee, if later. The election must
describe the form of distribution and the date the benefits will begin. The
Participant shall not elect a date for beginning benefits or a form of
distribution that would result in a benefit payable when he dies which would be
more than incidental within the meaning of governmental regulations.

Benefits shall begin by the Participant's Required Beginning Date, as
defined in the OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS
SECTION of Article VI.

Contributions which are used to compute the Actual Deferral Percentage, as
defined in the EXCESS AMOUNTS SECTION of Article III, may be distributed upon
disposition by the Employer of substantially all of the assets (within the
meaning of Code Section 409(d)(2)) used by the Employer in a trade or business
or disposition by the Employer of the Employer's interest in a subsidiary
(within the meaning of Code Section 409(d)(3)) if the transferee corporation is
not a Controlled Group member, the Employee continues employment with the
transferee corporation and the transferor corporation continues to maintain the
Plan. Such distributions made after March 31, 1988, must be made in a single
sum.

SECTION 5.05--WITHDRAWAL PRIVILEGES.

A Participant may withdraw that part of his Vested Account resulting from
his Voluntary Contributions excluding any amount held in his ESOP Account. A
Participant may make only two such withdrawals in any 12-month period.

A Participant may withdraw all or any portion of his Vested Account which
results from the following Contributions

Elective Deferral Contributions
Rollover Contributions

in the event of hardship due to an immediate and heavy financial need.
Withdrawals from the Participant's Account resulting from Elective Deferral
Contributions shall be limited to the amount of the Participant's Elective
Deferral Contributions. Immediate and heavy financial need shall be limited to:
(i) expenses incurred or necessary for medical care, described in Code Section
213(d), of the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase (excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of tuition
and related educational fees for the next 12 months of post-secondary education
for the Participant, his spouse, children or dependents; (iv) the need to
prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage of the Participant's principal residence; or (v) any
other distribution which is deemed by the Commissioner of Internal Revenue to be
made on account of immediate and heavy financial need as provided in Treasury
regulations. The Participant's request for a withdrawal shall include his
written statement that an immediate and heavy financial need exists and explain
its nature.

ARTICLE V 44

<PAGE>

has obtained all distributions, other than hardship distributions, and all
nontaxable loans currently available under all plans maintained by the Employer;
(iii) the Plan, and all other plans maintained by the Employer, provide that the
Participant's elective contributions and employee contributions will be
suspended for at least 12 months after receipt of the hardship distribution; and
(iv) the Plan, and all other plans maintained by the Employer, provide that the
Participant may not make elective contributions for the Participant's taxable
year immediately following the taxable year of the hardship distribution in
excess of the applicable limit under Code Section 402(g) for such next taxable
year less the amount of such Participant's elective contributions for the
taxable year of the hardship distribution. The Plan will suspend elective
contributions and employee contributions for 12 months and limit elective
deferrals as provided in the preceding sentence. A Participant shall not cease
to be an Eligible Participant, as defined in the EXCESS AMOUNTS SECTION of
Article III, merely because his elective contributions or employee contributions
are suspended.

A request for withdrawal shall be in writing on a form furnished for that
purpose and delivered to the Plan Administrator before the withdrawal is to
occur. The Participant's request shall be subject to the requirements in the
ELECTION PROCEDURES SECTION of Article VI for a qualified election of a
retirement benefit payable in a form other than a Qualified Joint and Survivor
Form.

A forfeiture shall not occur solely as a result of a withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, Participant means any
Participant or Beneficiary who is a party-in-interest, within the meaning of
Section 3(14) of the Employee Retirement Income Security Act of 1974. Loans
shall not be made to highly compensated employees, as defined in Code Section
414(q), in an amount greater than the amount made available to other
Participants.

No loans will be made to any shareholder-employee or owner-employee. For
purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5% of the outstanding
stock of the corporation.

A loan to a Participant shall be a Participant-directed investment of his
Account. No Account other than the borrowing Participant's Account shall share
in the interest paid on the loan or bear any expense or loss incurred because of
the loan.

The number of outstanding loans shall be limited to one. The minimum
amount of any loan shall be $1,000. However, in any one-year period, a
Participant may refinance an outstanding loan. Such refinanced amount, when
added to the original loan must be equal to at least $1,000. The terms and
conditions of the original loan shall no longer be valid and such original loan
shall be deemed to be paid in full. The terms and conditions established with
the new loan shall prevail thereafter.

Loans must be adequately secured and bear a reasonable rate of interest.

The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

(a) $50,000 reduced by the highest outstanding loan balance of loans
during the one-year period ending on the day before the new loan is
made.

ARTICLE V 45

<PAGE>

(b) The greater of (1) or (2), reduced by (3) below:

(1) One-half of the Participant's Vested Account.

(2) $10,000.

(3) Any outstanding loan balance on the date the new loan is made.

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

The foregoing notwithstanding, the amount of such loan shall not exceed 50%
of the amount of the Participant's Vested Account. For purposes of this
maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B). No
collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

A Participant must obtain the consent of the Participant's spouse, if any,
to the use of the Vested Account as security for the loan. Spousal consent
shall be obtained no earlier than the beginning of the 90-day period that ends
on the date on which the loan to be so secured is made. The consent must be in
writing, must acknowledge the effect of the loan, and must be witnessed by a
plan representative or a notary public. Such consent shall thereafter be
binding with respect to the consenting spouse or any subsequent spouse with
respect to that loan. A new consent shall be required if the Vested Account is
used for collateral upon renegotiation, extension, renewal, or other revision of
the loan.

If a valid spousal consent has been obtained in accordance with the above,
then, notwithstanding any other provision of this Plan, the portion of the
Participant's Vested Account used as a security interest held by the Plan by
reason of a loan outstanding to the Participant shall be taken into account for
purposes of determining the amount of the Vested Account payable at the time of
death or distribution, but only if the reduction is used as repayment of the
loan. If less than 100% of the Participant's Vested Account (determined without
regard to the preceding sentence) is payable to the surviving spouse, then the
Vested Account shall be adjusted by first reducing the Vested Account by the
amount of the security used as repayment of the loan, and then determining the
benefit payable to the surviving spouse.

Each loan shall bear a reasonable fixed rate of interest to be determined
by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate
among Participants in the matter of interest rates; but loans granted at
different times may bear different interest rates in accordance with the current
appropriate standards.

The loan shall by its terms require that repayment (principal and interest)
be amortized in level payments, not less frequently than quarterly, over a
period not extending beyond five years from the date of the loan. The period of
repayment for any loan shall be arrived at by mutual agreement between the Loan
Administrator and the Participant.

The Participant shall make a written application for a loan from the Plan
on forms provided by the Loan Administrator. The application must specify the
amount and duration requested. No loan will be approved unless the Participant
is creditworthy. The Participant must grant authority to the Loan Administrator
to investigate the Participant's creditworthiness so that the loan application
may be properly considered.

ARTICLE V 46

<PAGE>

The Participant will be evaluated to determine whether there is a
reasonable expectation that the Participant will be able to satisfy payments on
the loan as due.

Each loan shall be fully documented in the form of a promissory note signed
by the Participant for the face amount of the loan, together with interest
determined as specified above.

There will be an assignment of collateral to the Plan executed at the time
the loan is made.

In those cases where repayment through payroll deduction by the Employer is
available, installments are so payable, and a payroll deduction agreement will
be executed by the Participant at the time of making the loan.

Where payroll deduction is not available, payments are to be timely made.

Any payment that is not by payroll deduction shall be made payable to the
Employer or Trustee, as specified in the promissory note, and delivered to the
Loan Administrator, including prepayments, service fees and penalties, if any,
and other amounts due under the note.

The promissory note may provide for reasonable late payment penalties
and/or service fees. Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner. If the promissory note so provides,
such amounts may be assessed and collected from the Account of the Participant
as part of the loan balance.

Each loan may be paid in full prior to maturity without penalty or service
fee, except as may be set out in the promissory note.

If any amount remains unpaid for more than 31 days after due, a default is
deemed to occur.

Upon default, the Plan has the right to pursue any remedy available by law
to satisfy the amount due, along with accrued interest, including the right to
enforce its claim against the security pledged and execute upon the collateral
as allowed by law.

If any payment of principal or interest or any other amount due under the
promissory note, or any portion thereof, is not made for a period of 90 days
after due, the entire principal balance whether or not otherwise then due, shall
become immediately due and payable without demand or notice, and subject to
collection or satisfaction by any lawful means, including specifically but not
limited to the right to enforce the claim against the security pledged and to
execute upon the collateral as allowed by law.

In the event of default, foreclosure on the note and attachment of security
or use of amounts pledged to satisfy the amount then due, will not occur until a
distributable event occurs in accordance with the Plan, and will not occur to an
extent greater than the amount then available upon any distributable event which
has occurred under the Plan.

All reasonable costs and expenses, including but not limited to attorney's
fees, incurred by the Plan in connection with any default or in any proceeding
to enforce any provision of a promissory note or instrument by which a
promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

ARTICLE V 47

<PAGE>

due within 31 days, a default is deemed to occur as above. If any amount
remains past due more than 90 days, the entire principal amount, whether or not
otherwise then due, along with interest then accrued and any other amount then
due under the promissory note, shall become due and payable, as above.

If the Participant ceases to be a party-in-interest (as defined in this
section), the balance of the outstanding loan becomes due and payable, and the
Participant's Vested Account will be used as available for distribution(s) to
pay the outstanding loan. The Participant's Vested Account will not be used to
pay any amount due under the outstanding loan before the date which is 90 days
after the date he ceased to be an Employee, and the Participant may elect to
repay the outstanding loan with interest on the day of repayment. If no
distributable event has occurred under the Plan at the time that the
Participant's Vested Account would otherwise be used under this provision to pay
any amount due under the outstanding loan, this will not occur until the time,
or in excess of the extent to which, a distributable event occurs under the
Plan.

ARTICLE V 48

<PAGE>

ARTICLE VI

DISTRIBUTION OF BENEFITS

The provisions of this article shall apply on or after August 23, 1984, to
any Participant who is credited with at least one Hour-of-Service or one hour of
paid leave on or after that date and to such other Participants as provided in
the TRANSITIONAL RULES SECTION of this article. The provisions of the Plan as
in effect on the day before the TEFRA Compliance Date shall apply before
August 23, 1984.

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

Unless a qualified election of an optional form of benefit has been made
within the election period (see the ELECTION PROCEDURES SECTION of Article VI),
the automatic form of benefit payable to or on behalf of a Participant is
determined as follows:

(a) The automatic form of retirement benefit for a Participant who does
not die before his Annuity Starting Date shall be the Qualified Joint
and Survivor Form.

(b) The automatic form of death benefit for a Participant who dies before
his Annuity Starting Date shall be:

(1) A Qualified Preretirement Survivor Annuity for a Participant who
has a spouse to whom he has been continuously married throughout
the one-year period ending on the date of his death. The spouse
may elect to start receiving the death benefit on any first day
of the month on or after the Participant dies and before the date
the Participant would have been age 70 1/2. If the spouse dies
before benefits start, the Participant's Vested Account,
determined as of the date of the spouse's death, shall be paid to
the spouse's Beneficiary.

(2) A single-sum payment to the Participant's Beneficiary for a
Participant who does not have a spouse who is entitled to a
Qualified Preretirement Survivor Annuity.

Before a death benefit will be paid on account of the death of a
Participant who does not have a spouse who is entitled to a Qualified
Preretirement Survivor Annuity, it must be established to the
satisfaction of a plan representative that the Participant does not
have such a spouse.

The ESOP Account, if any, of a Participant will be converted to cash and
applied to provide benefits outlined above unless the Participant or Beneficiary
elects to have the ESOP Account distributed in cash or securities.

SECTION 6.02-- OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION
REQUIREMENTS.

(a) For purposes of this section, the following terms are defined:

APPLICABLE LIFE EXPECTANCY means Life Expectancy (or Joint and Last
Survivor Expectancy) calculated using the attained age of the
Participant (or Designated Beneficiary) as of the Participant's (or
Designated Beneficiary's) birthday in the applicable calendar year
reduced by one for each calendar year which has elapsed since the date
Life Expectancy was first calculated. If Life Expectancy is being
recalculated, the

ARTICLE VI 49

<PAGE>

Applicable Life Expectancy shall be the Life Expectancy so
recalculated. The applicable calendar year shall be the first
Distribution Calendar Year, and if Life Expectancy is being
recalculated such succeeding calendar year.

DESIGNATED BENEFICIARY means the individual who is designated as the
beneficiary under the Plan in accordance with Code Section 401(a)(9)
and the regulations thereunder.

DISTRIBUTION CALENDAR YEAR means a calendar year for which a minimum
distribution is required. For distributions beginning before the
Participant's death, the first Distribution Calendar Year is the
calendar year immediately preceding the calendar year which contains
the Participant's Required Beginning Date. For distributions
beginning after the Participant's death, the first Distribution
Calendar Year is the calendar year in which distributions are required
to begin pursuant to (e) below.

JOINT AND LAST SURVIVOR EXPECTANCY means joint and last survivor
expectancy computed by use of the expected return multiples in Table
VI of section 1.72-9 of the Income Tax Regulations.

Unless otherwise elected by the Participant (or spouse, in the case of
distributions described in (e)(2)(ii) below) by the time distributions
are required to begin, life expectancies shall be recalculated
annually. Such election shall be irrevocable as to the Participant
(or spouse) and shall apply to all subsequent years. The life
expectancy of a nonspouse Beneficiary may not be recalculated.

LIFE EXPECTANCY means life expectancy computed by use of the expected
return multiples in Table V of section 1.72-9 of the Income Tax
Regulations.

PARTICIPANT'S BENEFIT means

(1) The Account balance as of the last valuation date in the calendar
year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any
contributions or forfeitures allocated to the Account balance as
of the dates in the valuation calendar year after the valuation
date and decreased by distributions made in the valuation
calendar year after the valuation date.

(2) For purposes of (1) above, if any portion of the minimum
distribution for the first Distribution Calendar Year is made in
the second Distribution Calendar Year on or before the Required
Beginning Date, the amount of the minimum distribution made in
the second Distribution Calendar Year shall be treated as if it
had been made in the immediately preceding Distribution Calendar
Year.

REQUIRED BEGINNING DATE means, for a Participant, the first day of
April of the calendar year following the calendar year in which the
Participant attains age 70 1/2, unless otherwise provided in (1), (2)
or (3) below:

ARTICLE VI 50

<PAGE>

(1) The Required Beginning Date for a Participant who attains age
70 1/2 before January 1, 1988, and who is not a 5-percent owner
is the first day of April of the calendar year following the
calendar year in which the later of retirement or attainment of
age 70 1/2 occurs.

(2) The Required Beginning Date for a Participant who attains age
70 1/2 before January 1, 1988, and who is a 5-percent owner is
the first day of April of the calendar year following the later
of

(i) the calendar year in which the Participant attains age
70 1/2, or

(ii) the earlier of the calendar year with or within which ends
the Plan Year in which the Participant becomes a 5-percent
owner, or the calendar year in which the Participant
retires.

(3) The Required Beginning Date of a Participant who is not a
5-percent owner and who attains age 70 1/2 during 1988 and who
has not retired as of January 1, 1989, is April 1, 1990.

A Participant is treated as a 5-percent owner for purposes of this
section if such Participant is a 5-percent owner as defined in Code
Section 416(i) (determined in accordance with Code Section 416 but
without regard to whether the Plan is top-heavy) at any time during
the Plan Year ending with or within the calendar year in which such
owner attains age 66 1/2 or any subsequent Plan Year.

Once distributions have begun to a 5-percent owner under this section,
they must continue to be distributed, even if the Participant ceases
to be a 5-percent owner in a subsequent year.

(b) The optional forms of retirement benefit shall be the following: a
straight life annuity; single life annuities with certain periods of
five, ten or fifteen years; a single life annuity with installment
refund; survivorship life annuities with installment refund and
survivorship percentages of 50, 66 2/3 or 100; fixed period annuities
for any period of whole months which is not less than 60 and does not
exceed the Life Expectancy of the Participant and the named
Beneficiary as provided in (d) below where the Life Expectancy is not
recalculated; and a series of installments chosen by the Participant
with a minimum payment each year beginning with the year the
Participant turns age 70 1/2. The payment for the first year in which
a minimum payment is required will be made by April 1 of the following
calendar year. The payment for the second year and each successive
year will be made by December 31 of that year. The minimum payment
will be based on a period equal to the Joint and Last Survivor
Expectancy of the Participant and the Participant's spouse, if any, as
provided in (d) below where the Joint and Last Survivor Expectancy is
recalculated. The balance of the Participant's Vested Account, if
any, will be payable on the Participant's death to his Beneficiary in
a single sum. The Participant may also elect to receive his Vested
Account in a single-sum payment; or, in the form of Employer
Securities to the extent that his Vested Account was held in Employer
Securities; or, in any combination thereof. Fractional shares shall
be paid in cash, valued as of the most recent Valuation Date; the
distribution shall include any dividends (cash or stock) on such whole
shares or any additional shares received as a result of a stock split
or any other adjustment to such whole shares since the Valuation Date
preceding the date of distribution.

Election of an optional form is subject to the qualified election
provisions of Article VI.

Any annuity contract distributed shall be nontransferable. The terms
of any annuity contract purchased and distributed by the Plan to a
Participant or spouse shall comply with the requirements of this Plan.

ARTICLE VI 51

<PAGE>

(c) The optional forms of death benefit are a single-sum payment and any
annuity that is an optional form of retirement benefit. However, a
series of installments shall not be available if the Beneficiary is
not the spouse of the deceased Participant.

(d) Subject to the AUTOMATIC FORMS OF DISTRIBUTION SECTION of Article VI,
joint and survivor annuity requirements, the requirements of this
section shall apply to any distribution of a Participant's interest
and will take precedence over any inconsistent provisions of this
Plan. Unless otherwise specified, the provisions of this section
apply to calendar years beginning after December 31, 1984.

All distributions required under this section shall be determined and
made in accordance with the proposed regulations under Code Section
401(a)(9), including the minimum distribution incidental benefit
requirement of section 1.401(a)(9)-2 of the proposed regulations.

The entire interest of a Participant must be distributed or begin to
be distributed no later than the Participant's Required Beginning
Date.

As of the first Distribution Calendar Year, distributions, if not made
in a single sum, may only be made over one of the following periods
(or combination thereof):

(1) the life of the Participant,

(2) the life of the Participant and a Designated Beneficiary,

(3) a period certain not extending beyond the Life Expectancy of the
Participant, or

(4) a period certain not extending beyond the Joint and Last Survivor
Expectancy of the Participant and a Designated Beneficiary.

If the Participant's interest is to be distributed in other than a
single sum, the following minimum distribution rules shall apply on or
after the Required Beginning Date:

(5) Individual account:

(i) If a Participant's Benefit is to be distributed over

(a) a period not extending beyond the Life Expectancy of
the Participant or the Joint Life and Last Survivor
Expectancy of the Participant and the Participant's
Designated Beneficiary or

(b) a period not extending beyond the Life Expectancy of
the Designated Beneficiary,

the amount required to be distributed for each calendar year
beginning with the distributions for the first Distribution
Calendar Year, must be at least equal to the quotient
obtained by dividing the Participant's Benefit by the
Applicable Life Expectancy.

(ii) For calendar years beginning before January 1, 1989, if the
Participant's spouse is not the Designated Beneficiary, the
method of distribution selected must assure that at least
50%

ARTICLE VI 52

<PAGE>

of the present value of the amount available for
distribution is paid within the Life Expectancy of the
Participant.

(iii) For calendar years beginning after December 31, 1988, the
amount to be distributed each year, beginning with
distributions for the first Distribution Calendar Year shall
not be less than the quotient obtained by dividing the
Participant's Benefit by the lesser of

(a) the Applicable Life Expectancy or

(b) if the Participant's spouse is not the Designated
Beneficiary, the applicable divisor determined from the
table set forth in Q&A-4 of section 1.401(a)(9)-2 of
the proposed regulations.

Distributions after the death of the Participant shall be
distributed using the Applicable Life Expectancy in (5)(i)
above as the relevant divisor without regard to Proposed
Regulations section 1.401(a)(9)-2.

(iv) The minimum distribution required for the Participant's
first Distribution Calendar Year must be made on or before
the Participant's Required Beginning Date. The minimum
distribution for the Distribution Calendar Year for other
calendar years, including the minimum distribution for the
Distribution Calendar Year in which the Participant's
Required Beginning Date occurs, must be made on or before
December 31 of that Distribution Calendar Year.

(6) Other forms:

(i) If the Participant's Benefit is distributed in the form of
an annuity purchased from an insurance company,
distributions thereunder shall be made in accordance with
the requirements of Code Section 401(a)(9) and the proposed
regulations thereunder.

(e) Death distribution provisions:

(1) Distribution beginning before death. If the Participant dies
after distribution of his interest has begun, the remaining
portion of such interest will continue to be distributed at least
as rapidly as under the method of distribution being used prior
to the Participant's death.

(2) Distribution beginning after death. If the Participant dies
before distribution of his interest begins, distribution of the
Participant's entire interest shall be completed by December 31
of the calendar year containing the fifth anniversary of the
Participant's death except to the extent that an election is made
to receive distributions in accordance with (i) or (ii) below:

(i) if any portion of the Participant's interest is payable to a
Designated Beneficiary, distributions may be made over the
life or over a period certain not greater than the Life
Expectancy of the Designated Beneficiary commencing on or
before December 31 of the calendar year immediately
following the calendar year in which the Participant died;

(ii) if the Designated Beneficiary is the Participant's surviving
spouse, the date distributions are required to begin in
accordance with (i) above shall not be earlier than the
later of

ARTICLE VI 53

<PAGE>

(a) December 31 of the calendar year immediately following
the calendar year in which the Participant died and

(b) December 31 of the calendar year in which the
Participant would have attained age 70 1/2.

If the Participant has not made an election pursuant to this
(e)(2) by the time of his death, the Participant's Designated
Beneficiary must elect the method of distribution no later than
the earlier of

(iii) December 31 of the calendar year in which distributions
would be required to begin under this subparagraph, or

(iv) December 31 of the calendar year which contains the
fifth anniversary of the date of death of the
Participant.

If the Participant has no Designated Beneficiary, or if the
Designated Beneficiary does not elect a method of distribution,
distribution of the Participant's entire interest must be
completed by December 31 of the calendar year containing the
fifth anniversary of the Participant's death.

(3) For purposes of (e)(2) above, if the surviving spouse dies after
the Participant, but before payments to such spouse begin, the
provisions of (e)(2) above, with the exception of (e)(2)(ii)
therein, shall be applied as if the surviving spouse were the
Participant.

(4) For purposes of this (e), any amount paid to a child of the
Participant will be treated as if it had been paid to the
surviving spouse if the amount becomes payable to the surviving
spouse when the child reaches the age of majority.

(5) For purposes of this (e), distribution of a Participant's
interest is considered to begin on the Participant's Required
Beginning Date (or if (e)(3) above is applicable, the date
distribution is required to begin to the surviving spouse
pursuant to (e)(2) above). If distribution in the form of an
annuity irrevocably commences to the Participant before the
Required Beginning Date, the date distribution is considered to
begin is the date distribution actually commences.

SECTION 6.03--ELECTION PROCEDURES.

The Participant, Beneficiary, or spouse shall make any election under this
section in writing. The Plan Administrator may require such individual to
complete and sign any necessary documents as to the provisions to be made. Any
election permitted under (a) and (b) below shall be subject to the qualified
election provisions of (c) below.

(a) Retirement Benefits. A Participant may elect his Beneficiary or
Contingent Annuitant and may elect to have retirement benefits
distributed under any of the optional forms of retirement benefit
described in the OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION
REQUIREMENTS SECTION of Article VI.

(b) Death Benefits. A Participant may elect his Beneficiary and may elect
to have death benefits distributed under any of the optional forms of
death benefit described in the OPTIONAL FORMS OF DISTRIBUTION AND
DISTRIBUTION REQUIREMENTS SECTION of Article VI.

ARTICLE VI 54

<PAGE>

If the Participant has not elected an optional form of distribution
for the death benefit payable to his Beneficiary, the Beneficiary may,
for his own benefit, elect the form of distribution, in like manner as
a Participant.

The Participant may waive the Qualified Preretirement Survivor Annuity
by naming someone other than his spouse as Beneficiary.

In lieu of the Qualified Preretirement Survivor Annuity described in
the AUTOMATIC FORMS OF DISTRIBUTION SECTION of Article VI, the spouse
may, for his own benefit, waive the Qualified Preretirement Survivor
Annuity by electing to have the benefit distributed under any of the
optional forms of death benefit described in the OPTIONAL FORMS OF
DISTRIBUTION AND DISTRIBUTION REQUIREMENTS SECTION of Article VI.

(c) Qualified Election. The Participant, Beneficiary or spouse may make
an election at any time during the election period. The Participant,
Beneficiary, or spouse may revoke the election made (or make a new
election) at any time and any number of times during the election
period. An election is effective only if it meets the consent
requirements below.

The election period as to retirement benefits is the 90-day period
ending on the Annuity Starting Date. An election to waive the
Qualified Joint and Survivor Form may not be made before the date he
is provided with the notice of the ability to waive the Qualified
Joint and Survivor Form. If the Participant elects the series of
installments, he may elect on any later date to have the balance of
his Vested Account paid under any of the optional forms of retirement
benefit available under the Plan. His election period for this
election is the 90-day period ending on the Annuity Starting Date for
the optional form of retirement benefit elected.

A Participant may make an election as to death benefits at any time
before he dies. The spouse's election period begins on the date the
Participant dies and ends on the date benefits begin. The
Beneficiary's election period begins on the date the Participant dies
and ends on the date benefits begin. An election to waive the
Qualified Preretirement Survivor Annuity may not be made by the
Participant before the date he is provided with the notice of the
ability to waive the Qualified Preretirement Survivor Annuity. A
Participant's election to waive the Qualified Preretirement Survivor
Annuity which is made before the first day of the Plan Year in which
he reaches age 35 shall become invalid on such date. An election made
by a Participant after he ceases to be an Employee will not become
invalid on the first day of the Plan Year in which he reaches age 35
with respect to death benefits from that part of his Account resulting
from Contributions made before he ceased to be an Employee.

ARTICLE VI 55

<PAGE>

distribution is required to satisfy Code Section 401(a)(9) or Code
Section 415. In addition, upon termination of this Plan if the Plan
does not offer an annuity option (purchased from a commercial
provider), the Participant's Account balance may, without the
Participant's consent, be distributed to the Participant or
transferred to another defined contribution plan (other than an
employee stock ownership plan as defined in Code Section 4975(e)(7))
within the same Controlled Group. A benefit is immediately
distributable if any part of the benefit could be distributed to the
Participant (or surviving spouse) before the Participant attains (or
would have attained if not deceased) the older of Normal Retirement
Age or age 62. If the Qualified Joint and Survivor Form is waived,
the spouse has the right to limit consent only to a specific
Beneficiary or a specific form of benefit. The spouse can relinquish
one or both such rights. Such consent shall be made in writing. The
consent shall not be made more than 90 days before the Annuity
Starting Date. If the Qualified Preretirement Survivor Annuity is
waived, the spouse has the right to limit consent only to a specific
Beneficiary. Such consent shall be in writing. The spouse's consent
shall be witnessed by a plan representative or notary public. The
spouse's consent must acknowledge the effect of the election,
including that the spouse had the right to limit consent only to a
specific Beneficiary or a specific form of benefit, if applicable, and
that the relinquishment of one or both such rights was voluntary.
Unless the consent of the spouse expressly permits designations by the
Participant without a requirement of further consent by the spouse,
the spouse's consent must be limited to the form of benefit, if
applicable, and the Beneficiary (including any Contingent Annuitant),
class of Beneficiaries, or contingent Beneficiary named in the
election. Spousal consent is not required, however, if the
Participant establishes to the satisfaction of the plan representative
that the consent of the spouse cannot be obtained because there is no
spouse or the spouse cannot be located. A spouse's consent under this
paragraph shall not be valid with respect to any other spouse. A
Participant may revoke a prior election without the consent of the
spouse. Any new election will require a new spousal consent, unless
the consent of the spouse expressly permits such election by the
Participant without further consent by the spouse. A spouse's consent
may be revoked at any time within the Participant's election period.

(d) Special Rule for Profit Sharing Plan. As provided in the preceding
provisions of the Plan, if a Participant has a spouse to whom he has
been continuously married throughout the one-year period ending on the
date of his death, the Participant's Vested Account shall be paid to
such spouse. However, if there is no such spouse or if the surviving
spouse has already consented in a manner conforming to the qualified
election requirements in (c) above, the Vested Account shall be
payable to the Participant's Beneficiary in the event of the
Participant's death.

The Participant may waive the spousal death benefit described above at
any time provided that no such waiver shall be effective unless it
satisfies the conditions of (c) above (other than the notification
requirement referred to therein) that would apply to the Participant's
waiver of the Qualified Preretirement Survivor Annuity.

Because this is a profit sharing plan which pays death benefits as
described above, this subsection (d) applies if the following
condition is met: with respect to the Participant, this Plan is not a
direct or indirect transferee after December 31, 1984, of a defined
benefit plan, money purchase plan (including a target plan), stock
bonus plan or profit sharing plan which is subject to the survivor
annuity requirements of Code Section 401(a)(11) and Code Section 417.
If the above condition is met, spousal consent is not required for
electing a benefit payable in a form that is not a life annuity. If
the above condition is not met, the consent requirements of this
article shall be operative.

SECTION 6.04--NOTICE REQUIREMENTS.

ARTICLE VI 56

<PAGE>

(a) Optional forms of retirement benefit. The Plan Administrator shall
furnish to the Participant and the Participant's spouse a written
explanation of the optional forms of retirement benefit in the
OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS SECTION
of Article VI, including the material features and relative values of
these options, in a manner that would satisfy the notice requirements
of Code Section 417(a)(3) and the right of the Participant and the
Participant's spouse to defer distribution until the benefit is no
longer immediately distributable. The Plan Administrator shall
furnish the written explanation by a method reasonably calculated to
reach the attention of the Participant and the Participant's spouse no
less than 30 days and no more than 90 days before the Annuity Starting
Date.

(b) Qualified Joint and Survivor Form. The Plan Administrator shall
furnish to the Participant a written explanation of the following:
the terms and conditions of the Qualified Joint and Survivor Form; the
Participant's right to make, and the effect of, an election to waive
the Qualified Joint and Survivor Form; the rights of the Participant's
spouse; and the right to revoke an election and the effect of such a
revocation. The Plan Administrator shall furnish the written
explanation by a method reasonably calculated to reach the attention
of the Participant no less than 30 days and no more than 90 days
before the Annuity Starting Date.

After the written explanation is given, a Participant or spouse may
make written request for additional information. The written
explanation must be personally delivered or mailed (first class mail,
postage prepaid) to the Participant or spouse within 30 days from the
date of the written request. The Plan Administrator does not need to
comply with more than one such request by a Participant or spouse.

The Plan Administrator's explanation shall be written in nontechnical
language and will explain the terms and conditions of the Qualified
Joint and Survivor Form and the financial effect upon the
Participant's benefit (in terms of dollars per benefit payment) of
electing not to have benefits distributed in accordance with the
Qualified Joint and Survivor Form.

(c) Qualified Preretirement Survivor Annuity. As required by the Code and
Federal regulation, the Plan Administrator shall furnish to the
Participant a written explanation of the following: the terms and
conditions of the Qualified Preretirement Survivor Annuity; the
Participant's right to make, and the effect of, an election to waive
the Qualified Preretirement Survivor Annuity; the rights of the
Participant's spouse; and the right to revoke an election and the
effect of such a revocation. The Plan Administrator shall furnish the
written explanation by a method reasonably calculated to reach the
attention of the Participant within the applicable period. The
applicable period for a Participant is whichever of the following
periods ends last:

(1) the period beginning one year before the date the individual
becomes a Participant and ending one year after such date; or

(2) the period beginning one year before the date the Participant's
spouse is first entitled to a Qualified Preretirement Survivor
Annuity and ending one year after such date.

If such notice is given before the period beginning with the first day
of the Plan Year in which the Participant attains age 32 and ending
with the close of the Plan Year preceding the Plan Year in which the
Participant attains age 35, an additional notice shall be given within
such period. If a Participant ceases to be an Employee before
attaining age 35, an additional notice shall be given within the
period beginning one year before the date he ceases to be an Employee
and ending one year after such date.

ARTICLE VI 57

<PAGE>

The Plan Administrator's explanation shall be written in nontechnical
language and will explain the terms and conditions of the Qualified
Preretirement Survivor Annuity and the financial effect upon the
spouse's benefit (in terms of dollars per benefit payment) of electing
not to have benefits distributed in accordance with the Qualified
Preretirement Survivor Annuity.

SECTION 6.05--TRANSITIONAL RULES.

In modification of the preceding provisions of this article, distributions
(including distributions to a five-percent owner of the Employer) may be made in
a form which would not have caused this Plan to be disqualified under Code
Section 401(a)(9) as in effect before the TEFRA Compliance Date. The form must
be elected by the Participant or, if the Participant has died, by the
Beneficiary. The election must be made in writing and signed before January 1,
1984. The election will only be applicable if the Participant has an Account as
of December 31, 1983. The Participant's or Beneficiary's election must specify
when the distribution is to begin, the form of distribution and the Contingent
Annuitant and/or Beneficiaries listed in the order of priority, if applicable.
A distribution upon death will not be covered by this transitional rule unless
the election contains the required information described above with respect to
the distributions to be made when the Participant dies. Distributions in the
process of payment on January 1, 1984, are deemed to meet the above requirements
if the form of distribution was elected in writing and the form met the
requirements of Code Section 401(a)(9) as in effect before the TEFRA Compliance
Date. If the election under this paragraph is revoked, any subsequent
distribution must meet the requirements of Code Section 401(a)(9) and the
proposed regulations thereunder. If an election is revoked subsequent to the
date distributions are required to begin, the Plan must distribute by the end of
the calendar year following the calendar year in which the revocation occurs the
total amount not yet distributed which would have been required to have been
distributed to satisfy Code Section 401(a)(9) and the proposed regulations
thereunder, but for the Code Section 242(b)(2) election. For calendar years
beginning after December 31, 1988, such distribution must meet the minimum
distribution incidental benefit requirements in section 1.401(a)(9)-2 of the
proposed regulations. Any changes in the election will be considered a
revocation of the election. However, the mere substitution or addition of
another Beneficiary (one not named in the election) under the election will not
be considered to be a revocation of the election, so long as such substitution
or addition does not alter the period over which distributions are to be made
under the election, directly or indirectly (for example, by altering the
relevant measuring life). In the case in which an amount is transferred or
rolled over from one plan to another plan, the rules in Q&A J-2 and Q&A J-3 of
section 1.401(a)(9)-1 of the proposed regulations shall apply. A Participant's
election of an optional form of retirement benefit shall be subject to his
spouse's consent as provided in the ELECTION PROCEDURES SECTION of Article VI.

A Participant, who would not otherwise receive the benefits prescribed by
the previous sections of this article, will be entitled to the following
benefits:

(a) If he is living and not receiving benefits on August 23, 1984, he will
be given the opportunity to elect to have the prior sections of this
article apply, if he is credited with at least one Hour-of-Service
under this Plan or a predecessor plan in a plan year beginning on or
after January 1, 1976, and he had at least ten Years of Service when
he separated from service.

ARTICLE VI 58

<PAGE>

Hour-of-Service under this Plan or a predecessor plan on or after
September 2, 1974, and he is not credited with any service in a plan
year beginning on or after January 1, 1976.

The respective opportunities to elect (as described in (a) and (b) above)
must be afforded to the appropriate Participants during the period beginning on
August 23, 1984, and ending on the date benefits would otherwise begin to such
Participant.

Any Participant who has made an election according to (b) above and any
Participant who qualifies, but does not elect under (a) above or who meets the
requirements of (a) above except that such Participant does not have at least
ten Years of Service when he separated from service, shall have his benefits
distributed in accordance with the following if benefits would have been payable
in the form of a life annuity:

(c) Automatic joint and survivor annuity. If benefits in the form of a
life annuity become payable to a married Participant who:

(1) begins to receive payments under the Plan on or after Normal
Retirement Age; or

(2) dies on or after Normal Retirement Age while still working for
the Employer; or

(3) begins to receive payments on or after the qualified early
retirement age; or

(4) separates from service on or after attaining Normal Retirement
Age (or the qualified early retirement age) and after satisfying
the eligibility requirements for the payment of benefits under
the Plan and thereafter dies before beginning to receive such
benefits; then such benefits will be paid under the Qualified
Joint and Survivor Form, unless the Participant has elected
otherwise during the election period. The election period must
begin at least six months before the Participant attains
qualified early retirement age and end not more than 90 days
before benefits begin. Any election hereunder will be in writing
and may be changed by the Participant at any time.

(d) Election of early survivor annuity. A Participant who is employed
after attaining the qualified early retirement age will be given the
opportunity to elect, during the election period, to have a Qualified
Preretirement Survivor Annuity payable on death. Any election under
this provision will be in writing and may be changed by the
Participant at any time. The election period begins on the later of
(1) the 90th day before the Participant attains the qualified early
retirement age, or (2) the Participant's Entry Date, and ends on the
date the Participant terminates employment.

(e) For purposes of this paragraph, qualified early retirement age is the
latest of:

(1) the earliest date, under the Plan, on which the Participant may
elect to receive retirement benefits,

(2) the first day of the 120th month beginning before the Participant
reaches Normal Retirement Age, or

(3) the Participant's Entry Date.

SECTION 6.06--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.

ARTICLE VI 59

<PAGE>

The Plan specifically permits distributions to an Alternate Payee under a
qualified domestic relations order, as defined in Code Section 414(p), at any
time, irrespective of whether the Participant has attained his earliest
retirement age, as defined in Code Section 414(p), under the Plan. A
distribution to an Alternate Payee before the Participant's attainment of
earliest retirement age, as defined in Code Section 414(p), is available only
if:

(a) the order specifies distributions at that time or permits an agreement
between the Plan and the Alternate Payee to authorize an earlier
distribution; and

(b) if the present value of the Alternate Payee's benefits under the Plan
exceeds $3,500, and the order requires, the Alternate Payee consents
to any distribution occurring before the Participant's attainment of
earliest retirement age, as defined in Code Section 414(p).

Nothing in this section shall permit a Participant a right to receive a
distribution at a time otherwise not permitted under the Plan nor shall it
permit the Alternate Payee to receive a form of payment not permitted under the
Plan.

The Plan Administrator shall establish reasonable procedures to determine
the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator promptly shall notify the Participant
and an Alternate Payee named in the order, in writing, of the receipt of the
order and the Plan's procedures for determining the qualified status of the
order. Within a reasonable period of time after receiving the domestic
relations order, the Plan Administrator shall determine the qualified status of
the order and shall notify the Participant and each Alternate Payee, in writing,
of its determination. The Plan Administrator shall provide notice under this
paragraph by mailing to the individual's address specified in the domestic
relations order, or in a manner consistent with Department of Labor regulations.
The Plan Administrator may treat as qualified any domestic relations order
entered before January 1, 1985, irrespective of whether it satisfies all the
requirements described in Code Section 414(p).

If any portion of the Participant's Vested Account is payable during the
period the Plan Administrator is making its determination for the qualified
status of the domestic relations order, a separate accounting shall be made of
the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations order within 18 months of the date amounts are
first payable following receipt of the order, the payable amounts shall be
distributed in accordance with the order. If the Plan Administrator does not
make its determination of the qualified status of the order within the 18 month
determination period, the payable amounts shall be distributed in the manner the
Plan would distribute if the order did not exist and the order shall apply
prospectively if the Plan Administrator later determines the order is a
qualified domestic relations order.

The Plan shall make payments or distributions required under this section
by separate benefit checks or other separate distribution to the Alternate
Payee(s).

ARTICLE VI 60

<PAGE>

ARTICLE VII

TERMINATION OF PLAN

The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions under
the Plan constitutes complete termination of Plan.

The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial Plan
termination. The Participant's Account shall continue to participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund until the Vested Account is distributed. A distribution under
this article will be a retirement benefit and shall be distributed to the
Participant according to the provisions of Article VI.

A Participant's Account which does not result from Contributions which are
used to compute the Actual Deferral Percentage, as defined in the EXCESS AMOUNTS
SECTION of Article III, may be distributed to the Participant after the
effective date of the complete or partial Plan termination. A Participant's
Account resulting from Contributions which are used to compute such percentage
may be distributed upon termination of the Plan without the establishment or
maintenance of another defined contribution plan, other than an employee stock
ownership plan (as defined in Code Section 4975(e) or Code Section 409) or a
simplified employee pension plan (as defined in Code Section 408(k)). Such a
distribution made after March 31, 1988, must be in a single sum.

Upon complete termination of Plan, no more Employees shall become
Participants and no more Contributions shall be made.

The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.

ARTICLE VII 61

<PAGE>

ARTICLE VIII

ADMINISTRATION OF PLAN

SECTION 8.01--ADMINISTRATION.

Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has the power to construe the Plan, including ambiguous provisions, and to
determine all questions that may arise under the Plan, including all questions
relating to the eligibility of Employees to participate in the Plan and the
amount of benefit to which any Participant, Beneficiary, spouse or Contingent
Annuitant may become entitled. The Plan Administrator's decisions upon all
matters within the scope of its authority shall be final.

Unless otherwise set out in the Plan or Group Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant or actuary
appointed by the Plan Administrator and upon all opinions given by any counsel
selected or approved by the Plan Administrator.

The Plan Administrator shall receive all claims for benefits by
Participants, former Participants, Beneficiaries, spouses, and Contingent
Annuitants. The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those benefits
under the provisions of the Plan. The Plan Administrator may establish rules
and procedures to be followed by Claimants in filing claims for benefits, in
furnishing and verifying proofs necessary to determine age, and in any other
matters required to administer the Plan.

SECTION 8.02--RECORDS.

All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 8.03--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, the
Group Contract or any other instrument under which the Plan was established or
is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator will
furnish him with a copy of any of these items. The Plan Administrator may make
a reasonable charge to the requesting person for the copy.

SECTION 8.04--CLAIM AND APPEAL PROCEDURES.

ARTICLE VIII 62

<PAGE>

A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

If a claim for benefits under the Plan is denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits
under the Plan has been denied. The notice must be furnished within 90 days of
the date that the claim is received by the Plan Administrator. The Claimant
shall be notified in writing within this initial 90-day period if special
circumstances require an extension of time needed to process the claim and the
date by which the Plan Administrator's decision is expected to be rendered. The
written notice shall be furnished no later than 180 days after the date the
claim was received by the Plan Administrator.

The Plan Administrator's notice to the Claimant shall specify the reason
for the denial; specify references to pertinent Plan provisions on which denial
is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period shall render the Plan Administrator's
determination of such denial final, binding and conclusive.

If the Claimant appeals to the Plan Administrator, the Claimant, or his
authorized representative, may submit in writing whatever issues and comments
the Claimant, or his representative, feels are pertinent. The Claimant, or his
authorized representative may review pertinent Plan documents. The Plan
Administrator 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 Plan Administrator shall advise the Claimant of its decision
within 60 days of his written request for review, unless special circumstances
(such as a hearing) would make rendering a decision within the 60-day limit
unfeasible. The Claimant must be notified within the 60-day limit if an
extension is necessary. The Plan Administrator shall render a decision on a
claim for benefits no later than 120 days after the request for review is
received.

SECTION 8.05--UNCLAIMED VESTED ACCOUNT PROCEDURE.

At the time the Participant's Vested Account is distributable to the
Participant, spouse or Beneficiary without his consent according to the
provisions of Article VI or Article IX, the Plan Administrator, by certified or
registered mail addressed to his last known address and in accordance with the
notice requirements of Article VI, will notify him of his entitlement to a
benefit. If the Participant, spouse or Beneficiary fails to claim the Vested
Account or make his whereabouts known in writing within six months from the date
of mailing the notice, the Plan Administrator may treat such unclaimed Vested
Account as a forfeiture and apply it according to the forfeiture provisions of
Article III. If Article III contains no forfeiture provisions, such amount will
be applied to reduce the earliest Employer Contributions due after the
forfeiture arises.

If a Participant's Vested Account is forfeited according to the provisions
of the above paragraph and the Participant, his spouse or his Beneficiary at any
time make a claim for benefits, the forfeited Vested Account shall be
reinstated, unadjusted for any gains or losses occurring after the date it was
forfeited. The reinstated Vested Account shall then be distributed to the
Participant, spouse or Beneficiary according to the preceding provisions of the
Plan.

ARTICLE VIII 63

<PAGE>

SECTION 8.06--DELEGATION OF AUTHORITY.

All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The retirement committee oversees the Plan and its administration.

ARTICLE VIII 64

<PAGE>

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01--AMENDMENTS.

The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the specified period of time as may be determined by
Internal Revenue Service regulations) to comply with the requirements of any law
or regulation issued by any governmental agency to which the Employer is
subject. An amendment may not diminish or adversely affect any accrued interest
or benefit of Participants or their Beneficiaries or eliminate an optional form
of distribution with respect to benefits attributable to service before the
amendment nor allow reversion or diversion of Plan assets to the Employer at any
time, except as may be necessary to comply with the requirements of any law or
regulation issued by any governmental agency to which the Employer is subject.
No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Participant's accrued benefit. However, a Participant's
Account may be reduced to the extent permitted under Code Section 412(c)(8).
For purposes of this paragraph, a Plan amendment which has the effect of
decreasing a Participant's Account or eliminating an optional form of benefit,
with respect to benefits attributable to service before the amendment shall be
treated as reducing an accrued benefit. Furthermore, if the vesting schedule of
the Plan is amended, in the case of an Employee who is a Participant as of the
later of the date such amendment is adopted or the date it becomes effective,
the nonforfeitable percentage (determined as of such date) of such Employee's
employer-derived accrued benefit will not be less than his percentage computed
under the Plan without regard to such amendment.

An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

(a) who has completed at least three Years of Service on the date the
election period described below ends (five Years of Service if the
Participant does not have at least one Hour-of-Service in a Plan Year
beginning after December 31, 1988) and

(b) whose nonforfeitable percentage will be determined on any date after
the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. An election does not need
to be provided for any Participant or former Participant whose nonforfeitable
percentage, determined according to the Plan provisions as changed, cannot at
any time be less than the percentage determined without regard to such change.
The election period shall begin no later than the date the Plan amendment is
adopted and end no earlier than the sixtieth day after the latest of the date
the amendment is adopted or becomes effective, or the date the Participant is
issued written notice of the amendment by the Employer or the Plan
Administrator.

SECTION 9.02--DIRECT ROLLOVERS.

This section applies to distributions made on or after January 1, 1993.
Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a Distributee's election under this section, a Distributee may elect, at
the time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan, specified by the Distributee, in a Direct Rollover.

ARTICLE IX 65

<PAGE>

SECTION 9.03--MERGERS AND DIRECT TRANSFERS.

The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation or transfer (if this Plan had then terminated).
The Employer may enter into merger agreements or direct transfer of assets
agreements with the employers under other retirement plans which are qualifiable
under Code Section 401(a), including an elective transfer, and may accept the
direct transfer of plan assets, or may transfer plan assets, as a party to any
such agreement. The Employer shall not consent to, or be a party to a merger,
consolidation or transfer of assets with a defined benefit plan if such action
would result in a defined benefit feature being maintained under this Plan.

The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated
to the Eligible Employee, until the time he meets all of the requirements to
become an Active Participant.

The Plan shall hold, administer and distribute the transferred assets as a
part of the Plan. The Plan shall maintain a separate account for the benefit of
the Employee on whose behalf the Plan accepted the transfer in order to reflect
the value of the transferred assets. Unless a transfer of assets to the Plan is
an elective transfer, the Plan shall apply the optional forms of benefit
protections described in the AMENDMENTS SECTION of Article IX to all transferred
assets. A transfer is elective if: (1) the transfer is voluntary, under a
fully informed election by the Participant; (2) the Participant has an
alternative that retains his Code Section 411(d)(6) protected benefits
(including an option to leave his benefit in the transferor plan, if that plan
is not terminating); (3) if the transferor plan is subject to Code Sections
401(a)(11) and 417, the transfer satisfies the applicable spousal consent
requirements of the Code; (4) the notice requirements under Code Section 417,
requiring a written explanation with respect to an election not to receive
benefits in the form of a qualified joint and survivor annuity, are met with
respect to the Participant and spousal transfer election; (5) the Participant
has a right to immediate distribution from the transferor plan under provisions
in the plan not inconsistent with Code Section 401(a); (6) the transferred
benefit is equal to the Participant's entire nonforfeitable accrued benefit
under the transferor plan, calculated to be at least the greater of the single
sum distribution provided by the transferor plan (if any) or the present value
of the Participant's accrued benefit under the transferor plan payable at the
plan's normal retirement age and calculated using an interest rate subject to
the restrictions of Code Section 417(e) and subject to the overall limitations
of Code Section 415; (7) the Participant has a 100% nonforfeitable interest in
the transferred benefit; and (8) the transfer otherwise satisfies applicable
Treasury regulations.

SECTION 9.04--PROVISIONS RELATING TO THE INSURER
AND OTHER PARTIES.

The obligations of an Insurer shall be governed solely by the provisions of
the Group Contract. The Insurer shall not be required to perform any act not
provided in or contrary to the provisions of the Group Contract. See the
CONSTRUCTION SECTION of this article.

Any issuer or distributor of investment contracts or securities is governed
solely by the terms of its policies, written investment contract, prospectuses,
security instruments, and any other written agreements entered into with the
Trustee.

ARTICLE IX 66

<PAGE>

Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

Until notice of any amendment or termination of this Plan or a change in
Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 9.05--EMPLOYMENT STATUS.

Nothing contained in this Plan gives an Employee the right to be retained
in the Employer's employ or to interfere with the Employer's right to discharge
any Employee.

SECTION 9.06--RIGHTS TO PLAN ASSETS.

No Employee shall have any right to or interest in any assets of the Plan
upon termination of his employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such
Employee in accordance with Plan provisions.

Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries, spouse or Contingent Annuitant of such
Participant under the Plan provisions shall be in full satisfaction of all
claims against the Plan, the Named Fiduciary, the Plan Administrator, the
Trustee, the Insurer, and the Employer arising under or by virtue of the Plan.

SECTION 9.07--BENEFICIARY.

Each Participant may name a Beneficiary to receive any death benefit (other
than any income payable to a Contingent Annuitant) that may arise out of his
participation in the Plan. The Participant may change his Beneficiary from time
to time. Unless a qualified election has been made, for purposes of
distributing any death benefits before Retirement Date, the Beneficiary of a
Participant who has a spouse who is entitled to a Qualified Preretirement
Survivor Annuity shall be the Participant's spouse. The Participant's
Beneficiary designation and any change of Beneficiary shall be subject to the
provisions of the ELECTION PROCEDURES SECTION of Article VI. It is the
responsibility of the Participant to give written notice to the Insurer of the
name of the Beneficiary on a form furnished for that purpose.

With the Employer's consent, the Plan Administrator may maintain records of
Beneficiary designations for Participants before their Retirement Dates. In
that event, the written designations made by Participants shall be filed with
the Plan Administrator. If a Participant dies before his Retirement Date, the
Plan Administrator shall certify to the Insurer the Beneficiary designation on
its records for the Participant.

If, at the death of a Participant, there is no Beneficiary named or
surviving, any death benefit under the Group Contract shall be paid under the
applicable provisions of the Group Contract.

SECTION 9.08--NONALIENATION OF BENEFITS.

ARTICLE IX 67

<PAGE>

LOANS TO PARTICIPANTS SECTION of Article V. The preceding sentences shall also
apply to the creation, assignment, or recognition of a right to any benefit
payable with respect to a Participant according to a domestic relations order,
unless such order is determined by the Plan Administrator to be a qualified
domestic relations order, as defined in Code Section 414(p), or any domestic
relations order entered before January 1, 1985.

SECTION 9.09--CONSTRUCTION.

The validity of the Plan or any of its provisions is determined under and
construed according to Federal law and, to the extent permissible, according to
the laws of the state in which the Employer has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

In the event of any conflict between the provisions of the Plan and the
terms of any contract or policy issued hereunder, the provisions of the Plan
control the operation and administration of the Plan.

SECTION 9.10--LEGAL ACTIONS.

The Plan, the Plan Administrator, the Trustee and the Named Fiduciary are
the necessary parties to any action or proceeding involving the assets held with
respect to the Plan or administration of the Plan or Trust. No person employed
by the Employer, no Participant, former Participant or their Beneficiaries or
any other person having or claiming to have an interest in the Plan is entitled
to any notice of process. A final judgment entered in any such action or
proceeding shall be binding and conclusive on all persons having or claiming to
have an interest in the Plan.

SECTION 9.11--SMALL AMOUNTS.

If the Vested Account of a Participant has never exceeded $3,500, the
entire Vested Account shall be payable in a single sum as of the earliest of his
Retirement Date, the date he dies, or the date he ceases to be an Employee for
any other reason. This is a small amounts payment. If a small amount is
payable as of the date the Participant dies, the small amounts payment shall be
made to the Participant's Beneficiary (spouse if the death benefit is payable to
the spouse). If a small amount is payable while the Participant is living, the
small amounts payment shall be made to the Participant. The small amounts
payment is in full settlement of all benefits otherwise payable. The service
credited to a Participant who is reemployed by the Employer is not diminished as
a result of receiving a small amounts payment.

No other small amounts payments shall be made.

SECTION 9.12--WORD USAGE.

The masculine gender, where used in this Plan, shall include the feminine
gender and the singular words as used in this Plan may include the plural,
unless the context indicates otherwise.

SECTION 9.13--TRANSFERS BETWEEN PLANS.

If an Employee previously participated in another plan of the Employer
which credited service under the elapsed time method for any purpose which under
this Plan is determined using the hours method, then the Employee's service
shall be equal to the sum of (a), (b) and (c) below:

ARTICLE IX 68

<PAGE>

(a) The number of whole years of service credited to him under the other
plan as of the date he became an Eligible Employee under this Plan.

(b) One year or a part of a year of service for the applicable service
period in which he became an Eligible Employee if he is credited with
the required number of Hours-of-Service. If the Employer does not
have sufficient records to determine the Employee's actual
Hours-of-Service in that part of the service period before the date he
became an Eligible Employee, the Hours-of-Service shall be determined
using an equivalency. For any month in which he would be required to
be credited with one Hour-of-Service, the Employee shall be deemed for
purposes of this section to be credited with 190 Hours-of-Service.

(c) The Employee's service determined under this Plan using the hours
method after the end of the applicable service period in which he
became an Eligible Employee.

If an Employee previously participated in another plan of the Employer
which credited service under the hours method for any purpose which under this
Plan is determined using the elapsed time method, then the Employee's service
shall be equal to the sum of (d), (e) and (f) below:

(d) The number of whole years of service credited to him under the other
plan as of the beginning of the applicable service period under that
plan in which he became an Eligible Employee under this Plan.

(e) The greater of (1) the service that would be credited to him for that
entire service period using the elapsed time method or (2) the service
credited to him under the other plan as of the date he became an
Eligible Employee under this Plan.

(f) The Employee's service determined under this Plan using the elapsed
time method after the end of the applicable service period under the
other plan in which he became an Eligible Employee.

Any modification of service contained in this Plan shall be applicable to
the service determined pursuant to this section.

If the Employee previously participated in the plan of a Controlled Group
member which credited service under a different method than is used in this
Plan, for purposes of determining eligibility and vesting the provisions above
shall apply as though the plan of the Controlled Group member were a plan of the
Employer.

ARTICLE IX 69

<PAGE>

ARTICLE X

EMPLOYER SECURITIES

SECTION 10.01--VOTING PROCEDURES.

Each Participant shall be entitled to direct the Trustee as to the exercise
of all voting powers over shares allocated to his Account. The Participant
shall be entitled to direct the Trustee as to the manner in which the voting
rights will be exercised over shares allocated to his Account with respect to
any corporate manner which involves the voting of such shares allocated to the
Participant's Account with respect to the approval or disapproval of any
corporate merger or consolidation, recapitalization, reclassification,
liquidation, dissolution, sale of substantially all assets of a trade or
business, or such smaller transaction as may be prescribed in Treasury
Regulations.

In the event that a tender offer is made for some or all of the shares of
the Employer, each Participant shall have the right to direct whether those
shares allocated to his Account, whether or not vested, shall be tendered. This
right shall be exercised in the manner set forth herein. In the absence of a
written directive from or election by a Participant to the Plan Administrator,
the Plan Administrator shall direct the Trustee not to tender such shares.
Because the choice is to be given to the Participants, the Plan Administrator
and the Trustee shall not have fiduciary responsibility with respect to the
decision to tender or not or whether to tender all of such shares or only a
portion thereof.

In order to facilitate the decision of Participants whether to tender their
shares in a tender offer (or how many shares to tender), the Plan Administrator
shall provide election forms for the Participants, whereby they may elect to
tender or not and whereby they may elect to tender all or a portion of such
shares. Unless otherwise limited by Federal securities law, such election may
be made or changed at any time prior to the day before the expiration date of
the tender offer (with extensions); any election or change in election must be
received by the Plan Administrator, or a designated representative of the Plan
Administrator, on or before the day preceding the expiration date of the tender
offer (with extensions, if any). The Plan Administrator may develop procedures
to facilitate Participant's choices, such as the use of facsimile transmissions
for Employees located in areas physically remote from the Plan Administrator.
The election shall be binding on the Plan Administrator and the Trustee. The
Plan Administrator shall make every effort to distribute the notice of the
tender, election forms and other communications related to the tender offer to
all Participants as soon as practicable following the announcement of the tender
offer, including mailing such notice and form to Participants and posting such
notice in places designed to be reviewed by Participants.

As to shares which are not allocated to the Account of any Participant, all
such shares (in the aggregate) shall be tendered or not as the majority of the
shares held by Participants and directed by Participants are tendered or not.
The Plan Administrator shall direct the Trustee to tender all such unallocated
shares or not, in accordance with the elections of the Participants having an
allocation of a majority of the shares under the Plan.

SECTION 10.02--TRANSACTIONS INVOLVING EMPLOYER SECURITIES.

Participants in the Plan shall be entitled to invest in Employer
Securities.

Once investment in Employer Securities is made available to Eligible
Employees, then it shall continue to be available unless the Plan and Trust is
amended to disallow such available investment.

ARTICLE X 70

<PAGE>

Participants shall be entitled to elect to have their Elective Deferral
Contributions and other portions of their Accounts invested in Employer
Securities. In the absence of such election, such Eligible Employees shall be
deemed to have elected to have their Accounts invested wholly in the Investment
Funds. Once an election is made, it shall be considered to continue until a new
election is made. An Eligible Employee may elect to have any portion of his
Elective Deferral Contributions which corresponds to an integral percentage of
his Compensation to be invested in Employer Securities. If an Eligible Employee
elects to have his Elective Deferral Contributions withheld in Employer
Securities, then the Matching Contribution associated with such Elective
Deferral Contributions will be invested in Employer Securities.

If the securities of the Employer are not publicly traded and if no market
or an extremely thin market exists for the Employer Securities, so that a
reasonable valuation may not be obtained from the marketplace, then such
Employer Securities must be valued at least annually by an independent appraiser
who is not associated with the Employer, the Plan Administrator, the Trustee, or
any person related to any fiduciary under the Plan. The independent appraiser
may be associated with a person who is merely a contract administrator with
respect to the Plan, but who exercises no discretionary authority and is not a
Plan fiduciary.

If there is a public market for Employer Securities of the type held by the
Plan, then the Plan Administrator may use the value of the shares, the price at
which such shares traded in such market, or an average of the bid and asked
prices for such shares in such market, provided that such value is
representative of the fair market value of such shares in the opinion of the
Plan Administrator. If the Employer Securities do not trade on the annual
valuation date or if the market is very thin on such date, then the Plan
Administrator may use the average of trade prices for a period of time ending on
such date, provided that such value is representative of the fair market value
of such shares in the opinion of the Plan Administrator.

For purposes of determining the annual valuation of the Plan and for
reporting to Participants and regulatory authorities, the assets of the Plan
shall be valued at least annually on the Valuation Date which corresponds to the
last day of the Plan Year. The fair market value of Employer Securities shall
be determined on such a Valuation Date. The average of the bid and asked prices
of Employer Securities as of the date of the transaction shall apply for
purposes of valuing distributions and other transactions of the Plan to the
extent that such value is representative of the fair market value of such shares
in the opinion of the Plan Administrator.

All purchases of Employer Securities shall be made at a price, or prices,
which, in the judgment of the Plan Administrator, do not exceed the fair market
value of such Employer Securities.

In the event that the Trustee acquires shares of Employer Securities by
purchase from a "disqualified person" as defined in Code Section 4975(e)(2), in
exchange for cash or other assets of the Trust, the terms of such purchase shall
contain the provision that in the event that there is a final determination by
the Internal Revenue Service or court of competent jurisdiction that the fair
market value of such shares of company stock as of the date of purchase was less
than the purchase price paid by the Trustee, then the seller shall pay or
transfer, as the case may be, to the Trustee an amount of cash, shares of
company stock, or any combination thereof equal in value to the difference
between the purchase price and said fair market value for all such shares. In
the event that cash and/or shares of company stock are paid and/or transferred
to the Trustee under this provision, shares of company stock shall be valued at
their fair market value as of the date of said purchase, and interest at a
reasonable rate from the date of purchase to the date of payment shall be paid
by the seller on the amount of cash paid.

The Plan Administrator may direct the Trustee to sell, resell or otherwise
dispose of any Employer Securities held as Trust Assets under circumstances
which require registration and/or qualification of the securities under
applicable Federal or state securities laws, then the Employer, at its own
expense, will take or cause to be taken any and all such action as may be
necessary or appropriate to effect such registration and/or qualification.

ARTICLE X 71

<PAGE>

ARTICLE X 72

<PAGE>

By executing this Plan, the Primary Employer acknowledges having counseled
to the extent necessary with selected legal and tax advisors regarding the
Plan's legal and tax implications.

PLAN EXECUTION 73

<PAGE>

Exhibit 4(5)

MIDWEST POWER SYSTEMS INC.

401(K) PLAN FOR SALARIED EMPLOYEES

EIN: 42-1375614
Plan #004

Defined Contribution Plan 7.7

Restated January 1, 1994 -3

<PAGE>

TABLE OF CONTENTS

INTRODUCTION

ARTICLE I FORMAT AND DEFINITIONS

Section 1.01-----Format
Section 1.02-----Definitions

ARTICLE II PARTICIPATION

Section 2.01-----Active Participant
Section 2.02-----Inactive Participant
Section 2.03-----Cessation of Participation
Section 2.04-----Adopting Employers - Single Plan

ARTICLE III CONTRIBUTIONS

Section 3.01-----Employer Contributions
Section 3.01A----Voluntary Contributions by Participants
Section 3.01B----Rollover Contributions
Section 3.02-----Forfeitures
Section 3.03-----Allocation
Section 3.04-----Contribution Limitation
Section 3.05-----Excess Amounts

ARTICLE IV INVESTMENT OF CONTRIBUTIONS

Section 4.01-----Investment of Contributions

ARTICLE V BENEFITS

Section 5.01-----Retirement Benefits
Section 5.02-----Death Benefits
Section 5.03-----Vested Benefits
Section 5.04-----When Benefits Start
Section 5.05-----Withdrawal Privileges
Section 5.06-----Loans to Participants

ARTICLE VI DISTRIBUTION OF BENEFITS

Section 6.01-----Automatic Forms of Distribution
Section 6.02-----Optional Forms of Distribution and Distribution
Requirements
Section 6.03-----Election Procedures
Section 6.04-----Notice Requirements
Section 6.05-----Transitional Rules
Section 6.06-----Distributions Under Qualified Domestic Relations Order

TABLE OF CONTENTS 3

<PAGE>

ARTICLE VII TERMINATION OF PLAN

ARTICLE VIII ADMINISTRATION OF PLAN

Section 8.01-----Administration
Section 8.02-----Records
Section 8.03-----Information Available
Section 8.04-----Claim and Appeal Procedures
Section 8.05-----Unclaimed Vested Account Procedure
Section 8.06-----Delegation of Authority

ARTICLE IX GENERAL PROVISIONS

Section 9.01-----Amendments
Section 9.02-----Direct Rollovers
Section 9.03-----Mergers and Direct Transfers
Section 9.04-----Provisions Relating to the Insurer and Other Parties
Section 9.05-----Employment Status
Section 9.06-----Rights to Plan Assets
Section 9.07-----Beneficiary
Section 9.08-----Nonalienation of Benefits
Section 9.09-----Construction
Section 9.10-----Legal Actions
Section 9.11-----Small Amounts
Section 9.12-----Word Usage
Section 9.13-----Transfers Between Plans

ARTICLE X TOP-HEAVY PLAN REQUIREMENTS

Section 10.01-----Application
Section 10.02-----Definitions
Section 10.03-----Modification of Vesting Requirements
Section 10.04-----Modification of Contributions
Section 10.05-----Modification of Contribution Limitation

ARTICLE XI EMPLOYER SECURITIES

Section 11.01-----Voting Procedures
Section 11.02-----Transactions Involving Employer Securities

PLAN EXECUTION

TABLE OF CONTENTS 4

<PAGE>

INTRODUCTION

Midwest Energy Company previously established a 401(k) savings plan known
as the Midwest Energy Company Savings Investment Plan effective January 1, 1984.

Following the acquisition of Iowa Gas Company by Midwest Energy Company,
the Iowa Gas Company Salary Deferral Plan for Salaried Employees was merged into
the Midwest Energy Company Savings Investment Plan as of January 1, 1987.

Following the acquisition of Donovan Companies, Inc. by Midwest Energy
Company, that portion of the Donovan Companies, Inc. and Related Companies
Employees' Profit Sharing and Savings Plan not relating to Participant's Profit
Sharing Accounts was merged into the Midwest Energy Company Savings Investment
Plan as of January 1, 1987.

Effective January 1, 1989, Participant Accounts in the Employees Stock
Ownership Plan of Midwest Energy Company and Participating Subsidiaries for
those individuals who were eligible to participate in this Plan, transferred to
this savings investment plan. Such accounts shall be referred to as the ESOP
fund.

Iowa Power Inc., a subsidiary of Iowa Resources Inc., previously
established a 401(k) savings plan for its salaried employees known as the Iowa
Power Inc. 401(k) Savings Plan for Salaried Employees effective March 1, 1985.

Midwest Energy Company and Iowa Resources, Inc. were merged to form Midwest
Resources Inc. effective November 7, 1990. The utility operating subsidiaries,
Iowa Public Service Inc. and Iowa Power Inc., were merged to form Midwest Power
Systems Inc. effective July 21, 1992.

The Primary Employer is of the opinion that the two plans should be merged
into one document. Effective January 1, 1994, the two plans are merged and set
forth in this document which is substituted in lieu of the Prior Plans.

It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.

INTRODUCTION 5

<PAGE>

ARTICLE I

FORMAT AND DEFINITIONS

SECTION 1.01--FORMAT.

Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02--DEFINITIONS.

ACCOUNT means, for a Participant, his share of the Investment Fund.
Separate accounting records are kept for those parts of his Account that
result from:

(a) Nondeductible Voluntary Contributions

(b) Deductible Voluntary Contributions

(d) Matching Contributions

(e) Rollover Contributions

ACTIVE PARTICIPANT means an Eligible Employee who is actively participating
in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION
of Article II.

ADOPTING EMPLOYER means an employer controlled by or affiliated with the
Employer and listed in the ADOPTING EMPLOYERS-SINGLE PLAN SECTION OF
Article II.

ARTICLE I 6

<PAGE>

ANNUAL COMPENSATION means, on any given date, the Employee's Compensation
for the latest Compensation Year ending on or before the given date.

ANNUITY STARTING DATE means, for a Participant, the first day of the first
period for which an amount is paid as an annuity or any other form.

BENEFICIARY means the person or persons named by a Participant to receive
any benefits under this Plan upon the Participant's death. See the
BENEFICIARY SECTION of Article IX.

CLAIMANT means any person who has made a claim for benefits under this
Plan. See the CLAIM AND APPEAL PROCEDURES SECTION of Article VIII.

CODE means the Internal Revenue Code of 1986, as amended.

COMPENSATION means, except as modified in this definition, the total
earnings paid or made available to an Employee by the Employer during any
specified period.

"Earnings" in this definition means Compensation as defined in the
CONTRIBUTION LIMITATION SECTION of Article III.

Compensation for purposes of Elective Deferral Contributions shall exclude
the following:

bonuses
commissions
overtime pay
other special compensation

However, commissions shall be included as Compensation for purposes of
Elective Deferral Contributions if they are an integral part of an
Employee's earnings.

ARTICLE I 7

<PAGE>

COMPENSATION YEAR means each one-year period ending on the last day of the
Plan Year, including corresponding periods before March 1, 1985.

CONTINGENT ANNUITANT means an individual named by the Participant to
receive a lifetime benefit after the Participant's death in accordance with
a survivorship life annuity.

ARTICLE I 8

<PAGE>

CONTRIBUTIONS means

Elective Deferral Contributions
Matching Contributions
Voluntary Contributions
Rollover Contributions

as set out in Article III, unless the context clearly indicates otherwise.

DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement Plan
specified by the Distributee.

ELIGIBILITY SERVICE means one year of service for each Eligibility
Computation Period that has ended and in which an Employee is credited with
at least 1,000 Hours-of-Service.

ARTICLE I 9

<PAGE>

However, Eligibility Service is modified as follows:

Predecessor Employer service included:

An Employee's service with a Predecessor Employer shall be included as
service with the Employer. This service includes service performed
while a proprietor or partner.

Period of Military Duty included:

Controlled Group service included:

An Employee's service with a member firm of a Controlled Group while
both that firm and the Employer were members of the Controlled Group
shall be included as service with the Employer.

ELIGIBLE EMPLOYEE means any Employee of the Employer who meets the
following requirement. His employment classification with the Employer is
the following:

Salaried class (paid on a salaried basis)

Eligible Employee shall not include temporary Employees.

However, in the case of an Eligible Rollover Distribution to the surviving
spouse, an Eligible Retirement Plan is an individual retirement account or
individual retirement annuity.

ELIGIBLE ROLLOVER DISTRIBUTION means any distribution of all or any portion
of the balance to the credit of the Distributee, except that an Eligible
Rollover Distribution does not include:

(a) Any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life
(or life expectancy) of the Distributee or the joint lives (or joint
life expectancies) of the Distributee and the Distributee's designated
Beneficiary, or for a specified period of ten years or more.

(b) Any distribution to the extent such distribution is required under Code
Section 401(a)(9).

(c) The portion of any distribution that is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities).

ARTICLE I 10

<PAGE>

The term Employee shall also include any Leased Employee deemed to be an
employee of any employer described in the preceding paragraph as provided
in Code Sections 414(n) or 414(o).

EMPLOYER CONTRIBUTIONS means

Elective Deferral Contributions
Matching Contributions

as set out in Article III, unless the context clearly indicates otherwise.

EMPLOYER SECURITY means any instrument issued by the Employer and meeting
the requirements of Section 4975(e)(8) of the Code.

EMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
Hour-of-Service.

ENTRY DATE means the date an Employee first enters the Plan as an Active
Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

ESOP ACCOUNT means that portion of the Trust Fund attributable to a
Participant's interest in the terminated Employees' Stock Ownership Plan of
Midwest Energy Company and Participating Subsidiaries whose assets were
transferred into the Midwest Energy Company Savings Investment Plan
effective January 1, 1989. Such ESOP Account shall be 100% vested at all
times and is nonforfeitable.

FAMILY MEMBER means an individual described in Code Section 414(q)(6)(B).

FISCAL YEAR means the Primary Employer's taxable year. The last day of the
Fiscal Year is December 31.

FORFEITURE means the part, if any, of a Participant's Account that is
forfeited. See the FORFEITURES SECTION of Article III.

HIGHLY COMPENSATED EMPLOYEE means a highly compensated active Employee or a
highly compensated former Employee.

ARTICLE I 11

<PAGE>

A highly compensated active Employee means any Employee who performs
service for the Employer during the determination year and who, during the
look-back year:

(a) received compensation from the Employer in excess of $75,000 (as
adjusted pursuant to Code Section 415(d));

(b) received compensation from the Employer in excess of $50,000 (as
adjusted pursuant to Code Section 415(d)) and was a member of the
top-paid group for such year; or

(c) was an officer of the Employer and received compensation during such
year that is greater than 50 percent of the dollar limitation in effect
under Code Section 415(b)(1)(A).

The term Highly Compensated Employee also means:

(e) Employees who are 5 percent owners at any time during the look-back
year or determination year.

For this purpose, the determination year shall be the Plan Year. The
look-back year shall be the twelve-month period immediately preceding the
determination year.

ARTICLE I 12

<PAGE>

(a) Each hour for which an Employee is paid, or entitled to payment, for
performing duties for the Employer during the applicable computation
period.

(b) Each hour for which an Employee is paid, or entitled to payment, by the
Employer because of a period of time in which no duties are performed
(irrespective of whether the employment relationship has terminated)
due to vacation, holiday, illness, incapacity (including disability),
layoff, jury duty, military duty or leave of absence. Notwithstanding
the preceding provisions of this subparagraph (b), no credit will be
given to the Employee

(2) for an Hour-of-Service for which the Employee is directly or
indirectly paid, or entitled to payment, because of a period in
which no duties are performed if such payment is made or due under
a plan maintained solely for the purpose of complying with
applicable worker's or workmen's compensation, or unemployment
compensation or disability insurance laws; or

(3) for an Hour-of-Service for a payment which solely reimburses the
Employee for medical or medically related expenses incurred by him.

(c) Each hour for which back pay, irrespective of mitigation of damages, is
either awarded or agreed to by the Employer. The same Hours-of-Service
shall not be credited both under subparagraph (a) or subparagraph (b)
above (as the case may be) and under this subparagraph (c). Crediting
of Hours-of-Service for back pay awarded or agreed to with respect to
periods described in subparagraph (b) above will be subject to the
limitations set forth in that subparagraph.

ARTICLE I 13

<PAGE>

INACTIVE PARTICIPANT means a former Active Participant who has an Account.
See the INACTIVE PARTICIPANT SECTION of Article II.

INSURER means Principal Mutual Life Insurance Company and any other
insurance company or companies named by the Trustee or Primary Employer.

INVESTMENT FUND means the total assets held for the purpose of providing
benefits for Participants. These funds result from Contributions made
under the Plan.

INVESTMENT MANAGER means any fiduciary (other than a trustee or Named
Fiduciary)

(a) who has the power to manage, acquire, or dispose of any assets of the
Plan; and

A Leased Employee shall not be considered an employee of the recipient if:

(a) such employee is covered by a money purchase pension plan providing (1)
a nonintegrated employer contribution rate of at least 10 percent of
compensation, as defined in Code Section 415(c)(3), but including
amounts contributed pursuant to a salary reduction agreement which are
excludable from the employee's gross income under Code Sections 125,
402(e)(3), 402(h) or 403(b), (2) immediate participation, and (3) full
and immediate vesting and

ARTICLE I 14

<PAGE>

(b) Leased Employees do not constitute more than 20 percent of the
recipient's nonhighly compensated workforce.

LOAN ADMINISTRATOR means the person or positions authorized to administer
the Participant loan program.

The Loan Administrator is Employee Benefits.

MATCHING CONTRIBUTIONS means matching contributions made by the Employer to
fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

MONTHLY DATE means each Yearly Date and the same day of each following
month during the Plan Year beginning on such Yearly Date.

NAMED FIDUCIARY means the person or persons who have authority to control
and manage the operation and administration of the Plan.

The Named Fiduciary is the Employer.

NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the Employer who is
neither a Highly Compensated Employee nor a Family Member.

NORMAL FORM means a single life annuity with installment refund.

NORMAL RETIREMENT AGE means the age at which the Participant's normal
retirement benefit becomes nonforfeitable. A Participant's Normal
Retirement Age is 65.

PARENTAL ABSENCE means an Employee's absence from work which begins on or
after the first Yearly Date after December 31, 1984,

(a) by reason of pregnancy of the Employee,

(b) by reason of birth of a child of the Employee,

(c) by reason of the placement of a child with the Employee in connection
with adoption of such child by such Employee, or

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

PARTICIPANT means either an Active Participant or an Inactive Participant.

PARTICIPANT CONTRIBUTIONS means Voluntary Contributions as set out in
Article III.

PERIOD OF MILITARY DUTY means, for an Employee

ARTICLE I 15

<PAGE>

(a) who served as a member of the armed forces of the United States, and

the period of time from the date the Employee was first absent from active
work for the Employer because of such military duty to the date the
Employee was reemployed.

PERIOD OF SERVICE means a period of time beginning on an Employee's
Employment Commencement Date or Reemployment Commencement Date (whichever
applies) and ending on his Severance from Service Date.

PERIOD OF SEVERANCE means a period of time beginning on an Employee's
Severance from Service Date and ending on the date he again performs an
Hour-of-Service.

A one-year Period of Severance means a Period of Severance of 12
consecutive months.

PLAN means the 401(k) savings plan of the Employer set forth in this
document, including any later amendments to it.

PLAN ADMINISTRATOR means the person or persons who administer the Plan.

The Plan Administrator is the Employer.

PLAN YEAR means a period beginning on a Yearly Date and ending on the day
before the next Yearly Date.

PREDECESSOR EMPLOYER means a firm absorbed by the Employer by change of
name, merger, acquisition or a change of corporate status, or a firm of
which the Employer was once a part.

PRIMARY EMPLOYER means MIDWEST POWER SYSTEMS INC.

PRIOR PLAN ASSETS means the assets accumulated under the Prior Plans which
have not been distributed as of January 1, 1994, and which are held under
this Plan.

PRIOR PLANS means the 401(k) savings plans as explained briefly in the
Introduction.

ARTICLE I 16

<PAGE>

Participant's spouse. A former spouse will be treated as the spouse to the
extent provided under a qualified domestic relations order as described in
Code Section 414(p). If a Participant does not have a spouse, the
Qualified Joint and Survivor Form means the Normal Form.

The amount of benefit payable under the Qualified Joint and Survivor Form
shall be the amount of benefit which may be provided by the Participant's
Vested Account.

QUALIFIED PARTICIPANT means an Employee who has attained age 55 and
completed ten years of Plan Participation.

REEMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs an
Hour-of-Service following an Eligibility Break in Service.

REENTRY DATE means the date a former Active Participant reenters the Plan.
See the ACTIVE PARTICIPANT SECTION of Article II.

RETIREMENT DATE means the date a retirement benefit will begin and is a
Participant's Normal or Late Retirement Date, as the case may be.

ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made by
or for a Participant according to the provisions of the ROLLOVER
CONTRIBUTIONS SECTION of Article III.

SEVERANCE FROM SERVICE DATE means the earlier of

(a) the date on which an Employee quits, retires, dies or is discharged, or

(b) the first anniversary of the date an Employee begins a one-year absence
from service (with or without pay). This absence may be the result of
any combination of vacation, holiday, sickness, disability, leave of
absence or layoff.

TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

ARTICLE I 17

<PAGE>

TEFRA COMPLIANCE DATE means the date a plan is to comply with the
provisions of TEFRA. The TEFRA Compliance Date as used in this Plan is,

(a) for purposes of contribution limitations, Code Section 415,

(1) if the plan was in effect on July 1, 1982, the first day of the
first limitation year which begins after December 31, 1982, or

(2) if the plan was not in effect on July 1, 1982, the first day of the
first limitation year which ends after July 1, 1982.

(b) for all other purposes, the first Yearly Date after December 31, 1983.

TRUSTEE means the trustee or trustees under the Trust. The term Trustee as
it is used in this Plan is deemed to include the plural unless the context
clearly indicates otherwise.

VALUATION DATE means for purposes of the TRANSACTIONS INVOLVING EMPLOYER
SECURITIES SECTION of Article XI, the date on which the value of the assets
of the Trust is determined. The value of each Account and each ESOP
Account which is maintained under this Plan shall be determined on the
Valuation Date. In each Plan Year the Valuation Date shall be the last day
of each calendar quarter. In addition, the Plan Administrator may
designate from time to time, so long as the Trustee agrees, that another
date or dates shall be Valuation Dates with respect to a specific Plan
Year.

VESTED ACCOUNT means the vested part of a Participant's Account. The
Participant's Vested Account is equal to his Account and his ESOP Account.

The Participant's Vested Account is nonforfeitable. The percentage used to
determine that portion of a Participant's Account attributable to Employer
Contributions which is nonforfeitable is 100%.

YEARLY DATE means January 1, 1994, and the same day of each following year.
Yearly Dates before January 1, 1994, shall be determined under the
provisions of the prior documents.

YEARS OF SERVICE means an Employee's Period of Service. If he has more
than one Period of Service or if all or a part of a Period of Service is
not counted, his Years of Service shall be determined by adjusting his
Employment Commencement Date so that he has one continuous period of Years
of Service equal to the

ARTICLE I 18

<PAGE>

aggregate of all his countable Periods of Service. This period of Years of
Service shall be expressed as whole years and fractional parts of a year
(to two decimal places) on the basis that 365 days equal one year.

However, Years of Service is modified as follows:

Predecessor Employer service included:

An Employee's service with a Predecessor Employer shall be included as
service with the Employer. This service includes service performed
while a proprietor or partner.

Period of Military Duty included:

A Period of Military Duty shall be included as service with the
Employer to the extent it has not already been credited.

Period of Severance included (service spanning rule):

A Period of Severance shall be deemed to be a Period of Service under
either of the following conditions:

(a) the Period of Severance immediately follows a period during which
an Employee is not absent from work and ends within 12 months; or

(b) the Period of Severance immediately follows a period during which
an Employee is absent from work for any reason other than quitting,
being discharged or retiring (such as a leave of absence or layoff)
and ends within 12 months of the date he was first absent.

Controlled Group service included:

An Employee's service with a member firm of a Controlled Group while
both that firm and the Employer were members of the Controlled Group
shall be included as service with the Employer.

ARTICLE I 19

<PAGE>

ARTICLE II

PARTICIPATION

SECTION 2.01--ACTIVE PARTICIPANT.

(1) He has completed one year of Eligibility Service before his Entry
Date.

(b) An Inactive Participant shall again become an Active Participant
(resume active participation in the Plan) on the date he again performs
an Hour-of-Service as an Eligible Employee. This date is his Reentry
Date.

Upon again becoming an Active Participant, he shall cease to be an
Inactive Participant.

There shall be no duplication of benefits for a Participant under this Plan
because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

An Active Participant shall become an Inactive Participant (stop accruing
benefits under the Plan) on the earlier of the following:

(a) The date on which he ceases to be an Eligible Employee (on his
Retirement Date if the date he ceases to be an Eligible Employee occurs
within one month of his Retirement Date).

(b) The effective date of complete termination of the Plan.

ARTICLE II 20

<PAGE>

SECTION 2.03--CESSATION OF PARTICIPATION.

A Participant shall cease to be a Participant on the date he is no longer
an Eligible Employee and his Account is zero.

SECTION 2.04--ADOPTING EMPLOYERS - SINGLE PLAN.

Each of the employers controlled by or affiliated with the Employer and
listed below is an Adopting Employer. Each Adopting Employer listed below
participates with the Employer in this Plan. An Adopting Employer's agreement
to participate in this Plan shall be in writing.

If the Adopting Employer did not maintain its plan before its date of
adoption specified below, its date of adoption shall be the Entry Date for any
of its employees who have met the requirements in the ACTIVE PARTICIPANT SECTION
of Article II as of that date. Service with and earnings from an Adopting
Employer shall be included as service with and earnings from the Employer.
Transfer of employment, without interruption, between an Adopting Employer and
another Adopting Employer or the Employer shall not be considered an
interruption of service.

Contributions made by an Adopting Employer shall be treated as
Contributions made by the Employer. Forfeitures arising from those
Contributions shall be used for the benefit of all Participants.

An employer shall not be an Adopting Employer if it ceases to be controlled
by or affiliated with the Employer. Such an employer may continue a retirement
plan for its employees in the form of a separate document. This Plan shall be
amended to delete a former Adopting Employer from the list below.

If an employer ceases to be an Adopting Employer and does not continue a
retirement plan for the benefit of its employees, partial termination may result
and the provisions of Article VII apply.

ADOPTING EMPLOYERS

NAME FISCAL YEAR END DATE OF ADOPTION

MIDWEST CAPITAL GROUP December 31 January 1, 1987
DAKOTA DUNES DEVELOPMENT December 31 January 1, 1987
MWR TELECOM December 31 January 1, 1987
UNITRAIN December 31 March 1, 1985
DONOVAN CONSTRUCTION December 31 January 1, 1987
VANALT COMPANY December 31 January 1, 1987
MIDWEST RESOURCES December 31 January 1, 1987

ARTICLE II 21

<PAGE>

ARTICLE III

CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

Employer Contributions for Plan Years which end on or after January 1,
1994, may be made without regard to current or accumulated net income, earnings,
or profits of the Employer. In addition, all or a part of such Contribution may
consist of Employer Securities as determined by the Employer. Notwithstanding
the foregoing, the Plan shall continue to be designed to qualify as a profit
sharing plan for purposes of Code Sections 401(a), 402, 412, and 417. Such
Contributions will be equal to the Employer Contributions as described below:

(a) The amount of each Elective Deferral Contribution for a Participant
shall be equal to any whole percentage (not less than 1% nor more than
15%) of his Compensation for the pay period as elected in his elective
deferral agreement. An Employee who is eligible to participate in the
Plan may file an elective deferral agreement with the Employer. The
elective deferral agreement to start Elective Deferral Contributions
may be effective on a Participant's Entry Date (Reentry Date, if
applicable) or any following date. The Participant shall make any
change or terminate the elective deferral agreement by filing a new
elective deferral agreement. A Participant's elective deferral
agreement making a change may be effective on any date an elective
deferral agreement to start Elective Deferral Contributions could be
effective. A Participant's elective deferral agreement to stop
Elective Deferral Contributions may be effective on any date. A
Participant may not defer more than 15% of his Compensation for the
Plan Year. The elective deferral agreement must be in writing and
effective before the beginning of the pay period in which Elective
Deferral Contributions are to start, change or stop.

Elective Deferral Contributions are fully (100%) vested and
nonforfeitable.

(b) The amount of each Matching Contribution for a Participant shall be
equal to 33 1/3% of the Elective Deferral Contributions made for him
for the pay period, disregarding any Elective Deferral Contributions in
excess of 6% of his Compensation for the pay period.

An additional Matching Contribution shall be made for a Participant
whose Elective Deferral Contributions for the Plan Year have been
limited to $7,000 or such higher amount as prescribed by the Secretary
of Treasury. The amount of such Matching Contribution shall be equal
to the excess, if any, of (i) Matching Contributions that would have
been made had Elective Deferral Contributions been spread out evenly
over the Plan Year, over (ii) Matching Contributions previously made
for such Employee during the Plan Year.

Matching Contributions are Qualified Matching Contributions and are
fully (100%) vested and nonforfeitable.

ARTICLE III 22

<PAGE>

accumulated through payroll deductions shall be paid within 90 days of the date
withheld or the date it is first reasonably practical for the Employer to do so,
if earlier.

SECTION 3.01A--VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

No Voluntary Contributions may be made on or after January 1, 1994.

The part of the Participant's Account resulting from Voluntary
Contributions is fully (100%) vested and nonforfeitable at all times.

SECTION 3.01B--ROLLOVER CONTRIBUTIONS.

A Rollover Contribution may be made by or for an Eligible Employee if the
following conditions are met:

(a) The Contribution is a rollover contribution which the Code permits to
be transferred to a plan that meets the requirements of Code Section
401(a).

(b) If the Contribution is made by the Eligible Employee, it is made within
sixty days after he receives the distribution.

(c) The Eligible Employee furnishes evidence satisfactory to the Plan
Administrator that the proposed transfer is in fact a rollover
contribution that meets conditions (a) and (b) above.

The Rollover Contribution may be made by the Eligible Employee or the
Eligible Employee may direct the trustee or named fiduciary of another plan to
transfer the funds which would otherwise be a Rollover Contribution directly to
this Plan. Such transferred funds shall be called a Rollover Contribution. The
Contribution shall be made according to procedures set up by the Plan
Administrator. In any event, any funds distributed from this Plan cannot, at a
later date, become a Rollover Contribution made to this Plan.

ARTICLE III 23

<PAGE>

SECTION 3.02--FORFEITURES.

A Forfeiture shall occur as described in the EXCESS AMOUNTS SECTION of
Article III.

Forfeitures of Matching Contributions which relate to excess amounts shall
be applied as provided in the EXCESS AMOUNTS SECTION of Article III.

SECTION 3.03--ALLOCATION.

The following Contributions for each Plan Year shall be allocated to each
Participant for whom such Contributions were made under the EMPLOYER
CONTRIBUTIONS SECTION of Article III:

Elective Deferral Contributions
Matching Contributions

These Contributions shall be allocated when made and credited to the
Participant's Account.

SECTION 3.04--CONTRIBUTION LIMITATION.

(a) For the purpose of determining the contribution limitation set forth in
this section, the following terms are defined:

AGGREGATE ANNUAL ADDITION means, for a Participant with respect to any
Limitation Year, the sum of his Annual Additions under all defined
contribution plans of the Employer, as defined in this section, for
such Limitation Year. The nondeductible participant contributions
which the Participant makes to a defined benefit plan shall be treated
as Annual Additions to a defined contribution plan. The Contributions
the Employer, as defined in this section, made for the Participant for
a Plan Year beginning on or after March 31, 1984, to an individual
medical benefit account, as defined in Code Section 415(l)(2), under a
pension or annuity plan of the Employer, as defined in this section,
shall be treated as Annual Additions to a defined contribution plan.
Also, amounts derived from contributions paid or accrued after
December 31, 1985, in Fiscal Years ending after such date, which are
attributable to post-retirement medical benefits allocated to the
separate account of a key employee, as defined in Code Section
419A(d)(3), under a welfare benefit fund, as defined in Code Section
419(e), maintained by the Employer, as defined in this section, are
treated as Annual Additions to a defined contribution plan. The 25% of
Compensation limit under Maximum Permissible Amount does not apply to
Annual Additions resulting from contributions made to an individual
medical account, as defined in Code Section 415(l)(2), or to Annual
Additions resulting from contributions for medical benefits, within the
meaning of Code Section 419A, after separation from service.

ARTICLE III 24

<PAGE>

(1) Employer contributions and forfeitures credited to his account for
the Limitation Year.

(2) Participant contributions made by him for the Limitation Year.

Before the first Limitation Year beginning after December 31, 1986, the
amount under (2) above is the lesser of (i) 1/2 of his nondeductible
participant contributions made for the Limitation Year, or (ii) the
amount, if any, of his nondeductible participant contributions made for
the Limitation Year which is in excess of six percent of his
Compensation, as defined in this section, for such Limitation Year.

COMPENSATION means all wages for Federal income tax withholding
purposes, as defined under Code Section 3401(a) (for purposes of income
tax withholding at the source), disregarding any rules limiting the
remuneration included as wages based on the nature or location of the
employment or the services performed. Compensation also includes all
other payments to an Employee in the course of the Employer's trade or
business, for which the Employer must furnish the Employee a written
statement under Code Sections 6041(d) and 6051(a)(3). The Wages, Tips
and Other Compensation" box on Form W-2 satisfies this definition.

For any self-employed individual Compensation will mean earned income.

For purposes of applying the limitations of this section, Compensation
for a Limitation Year is the Compensation actually paid or made
available during such Limitation Year.

DEFINED BENEFIT PLAN FRACTION means, with respect to a Limitation Year
for a Participant who is or has been a participant in a defined benefit
plan ever maintained by the Employer, as defined in this section, the
quotient, expressed as a decimal, of

(1) the Participant's Projected Annual Benefit under all such plans as
of the close of such Limitation Year, divided by

(2) on and after the TEFRA Compliance Date, the lesser of (i) or (ii)
below:

(i) 1.25 multiplied by the maximum dollar limitation which
applies to defined benefit plans determined for the
Limitation Year under Code Sections 415(b) or (d) or

(ii) 1.4 multiplied by the Participant's highest average
compensation as defined in the defined benefit plan(s),

including any adjustments under Code Section 415(b).

Before the TEFRA Compliance Date, this denominator is the
Participant's Projected Annual Benefit as of the close of the
Limitation Year if the plan(s) provided the maximum benefit
allowable.

The Defined Benefit Plan Fraction shall be modified as follows:

ARTICLE III 25

<PAGE>

close of the last Limitation Year beginning before January 1, 1987,
disregarding any changes in the terms and conditions of the plan after
May 5, 1986. The preceding sentence applies only if the defined
benefit plans individually and in the aggregate satisfied the
requirements of Code Section 415 for all Limitation Years beginning
before January 1, 1987.

DEFINED CONTRIBUTION PLAN FRACTION means, for a Participant with
respect to a Limitation Year, the quotient, expressed as a decimal, of

(1) the Participant's Aggregate Annual Additions for such Limitation
Year and all prior Limitation Years, under all defined contribution
plans (including the Aggregate Annual Additions attributable to
nondeductible accounts under defined benefit plans and attributable
to all welfare benefit funds, as defined in Code Section 419(e) and
attributable to individual medical accounts, as defined in Code
Section 415(l)(2)) ever maintained by the Employer, as defined in
this section, divided by

(2) on and after the TEFRA Compliance Date, the sum of the amount
determined for the Limitation Year under (i) or (ii) below,
whichever is less, and the amounts determined in the same manner
for all prior Limitation Years during which he has been an Employee
or an employee of a predecessor employer:

(i) 1.25 multiplied by the maximum permissible dollar amount
for each such Limitation Year, or

(ii) 1.4 multiplied by the maximum permissible percentage of the
Participant's Compensation, as defined in this section, for
each such Limitation Year.

The Defined Contribution Plan Fraction shall be modified as follows:

If the Participant was a participant as of the first day of the first
Limitation Year beginning after December 31, 1986, in one or more
defined contribution plans maintained by the Employer, as defined in
this section, which were in existence on May 6, 1986, the numerator of
this fraction shall be adjusted if the sum of the Defined Contribution
Plan Fraction and Defined Benefit Plan Fraction would otherwise exceed
1.0 under the terms of this Plan. Under the adjustment, the dollar
amount determined below shall be permanently subtracted from the
numerator of this fraction. The dollar amount is equal to the excess
of the sum of the two fractions, before adjustment, over 1.0 multiplied
by the denominator of his Defined Contribution Plan Fraction. The
adjustment is calculated using his Defined Contribution Plan Fraction
and Defined Benefit Plan Fraction 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 Code Section 415 limitations
applicable to the first Limitation Year beginning on or after
January 1, 1987.

The Annual Addition for any Limitation Year beginning before January 1,
1987, shall not be recomputed to treat all employee contributions as
Annual Additions.

ARTICLE III 26

<PAGE>

accordance with the provisions of Code Section 415, that the
denominator for each Participant for all Limitation Years ending before
January 1, 1983, will be equal to

(1) the Defined Contribution Plan Fraction denominator which would
apply for the last Limitation Year ending in 1982 if an election
under this paragraph were not made, multiplied by.

(2) a fraction, equal to (i) over (ii) below:

(i) the lesser of (A) $51,875, or (B) 1.4, multiplied by 25% of
the Participant's Compensation, as defined in this section,
for the Limitation Year ending in 1981;

(ii) the lesser of (A) $41,500, or (B) 25% of the Participant's
Compensation, as defined in this section, for the
Limitation Year ending in 1981.

The election described above is applicable only if the plan
administrators under all defined contribution plans of the Employer, as
defined in this section, also elect to use the modified fraction.

EMPLOYER means any employer that adopts this Plan and all Controlled
Group members and any other entity required to be aggregated with the
employer pursuant to regulations under Code Section 414(o).

LIMITATION YEAR means the 12-consecutive month period within which it
is determined whether or not the limitations of Code Section 415 are
exceeded. Limitation Year means each 12-consecutive month period
ending on the last day of each Plan Year, including corresponding
12-consecutive month periods before December 31, 1955. If the
Limitation Year is other than the calendar year, execution of this Plan
(or any amendment to this Plan changing the Limitation Year)
constitutes the Employer's adoption of a written resolution electing
the Limitation Year. If the Limitation Year is changed, the new
Limitation Year shall begin within the current Limitation Year,
creating a short Limitation Year.

MAXIMUM PERMISSIBLE AMOUNT means, for a Participant with respect to any
Limitation Year, the lesser of (1) or (2) below:

(1) The greater of $30,000 or one-fourth of the maximum dollar
limitation which applies to defined benefit plans set forth in Code
Section 415(b)(1) as in effect for the Limitation Year. (Before
the TEFRA Compliance Date, $25,000 multiplied by the cost of living
adjustment factor permitted by Federal regulations.)

(2) 25% of his Compensation, as defined in this section, for such
Limitation Year.

If there is a short Limitation Year because of a change in Limitation
Year, the Maximum Permissible Amount will not exceed the maximum dollar
limitation which would otherwise apply multiplied by the following
fraction:

Number of months in the short Limitation Year
---------------------------------------------
12

ARTICLE III 27

<PAGE>

PROJECTED ANNUAL BENEFIT means a Participant's expected annual benefit
under all defined benefit plan(s) ever maintained by the Employer, as
defined in this section. The Projected Annual Benefit shall be
determined assuming that the Participant will continue employment until
the later of current age or normal retirement age under such plan(s),
and that the Participant's compensation for the current Limitation Year
and all other relevant factors used to determine benefits under such
plan(s) will remain constant for all future Limitation Years. Such
expected annual benefit shall be adjusted to the actuarial equivalent
of a straight life annuity if expressed in a form other than a straight
life or qualified joint and survivor annuity.

(b) The Annual Addition under this Plan for a Participant during a
Limitation Year shall not be more than the Maximum Permissible Amount.

(c) Contributions which would otherwise be credited to the Participant's
Account shall be limited or reallocated to the extent necessary to meet
the restrictions of subparagraph (b) above for any Limitation Year in
the following order. Elective Deferral Contributions shall be limited.
Elective Deferral Contributions that are not the basis for Matching
Contributions shall be limited. Matching Contributions shall be
limited to the extent necessary to limit the Participant's Annual
Addition under this Plan to his maximum amount. If Matching
Contributions are limited because of this limit, Elective Deferral
Contributions that are the basis for Matching Contributions shall be
reduced in proportion.

If, due to (i) an error in estimating a Participant's Compensation as
defined in this section, (ii) because the amount of the Forfeitures to
be used to offset Employer Contributions is more than the amount of the
Employer Contributions due for the remaining Participants, (iii) as a
result of a reasonable error in determining the amount of elective
deferrals (within the meaning of Code Section 402(g)(3)) that may be
made with respect to any individual under the limits of Code Section
415, or (iv) other limited facts and circumstances, a Participant's
Annual Addition is greater than the amount permitted in (b) above, such
excess amount shall be applied as follows. Elective Deferral
Contributions will be returned to the Participant. Matching
Contributions based on Elective Deferral Contributions which are
returned shall be forfeited. If after the return of Elective Deferral
Contributions, an excess amount still exists, and the Participant is an
Active Participant as of the end of the Limitation Year, the excess
amount shall be used to offset Employer Contributions for him in the
next Limitation Year. If after the return of Elective Deferral
Contributions, an excess amount still exists, and the Participant is
not an Active Participant as of the end of the Limitation Year, the
excess amount will be held in a suspense account which will be used to
offset Employer Contributions for all Participants in the next
Limitation Year. No Employer Contributions that would be included in
the next Limitation Year's Annual Addition may be made before the total
suspense account has been used.

(d) A Participant's Aggregate Annual Addition for a Limitation Year shall
not exceed the Maximum Permissible Amount.

ARTICLE III 28

<PAGE>

If some of the Employer's defined contribution plans were not in
existence on July 1, 1982, and some were in existence on that date, the
Maximum Permissible Amount which is based on a dollar amount may differ
for a Limitation Year. The Aggregate Annual Addition for the
Limitation Year in which the dollar limit differs shall not exceed the
lesser of (1) 25% of Compensation as defined in this section, (2)
$45,475, or (3) the greater of $30,000 or the sum of the Annual
Additions for such Limitation Year under all the plan(s) to which the
$45,475 amount applies.

(e) If a Participant is or has been a participant in both defined benefit
and defined contribution plans (including a welfare benefit fund or
individual medical account) ever maintained by the Employer, as defined
in this section, the sum of the Defined Benefit Plan Fraction and the
Defined Contribution Plan Fraction for any Limitation Year shall not
exceed 1.0 (1.4 before the TEFRA Compliance Date).

After all other limitations set out in the plans and funds have been
applied, the following limitations shall apply so that the sum of the
Participant's Defined Benefit Plan Fraction and Defined Contribution
Plan Fraction shall not exceed 1.0 (1.4 before the TEFRA Compliance
Date). The Projected Annual Benefit shall be limited first. If the
Participant's annual benefit(s) equal his Projected Annual Benefit, as
limited, then Annual Additions to the defined contribution plan(s)
shall be limited to the extent needed to reduce the sum to 1.0 (1.4).
First, the voluntary contributions the Participant may make for the
Limitation Year shall be limited. Next, in the case of a profit
sharing plan, any forfeitures allocated to the Participant shall be
reallocated to remaining participants to the extent necessary to reduce
the decimal to 1.0 (1.4). Last, to the extent necessary, employer
contributions for the Limitation Year shall be reallocated or limited,
and any required and optional employee contributions to which such
employer contributions were geared shall be reduced in proportion.

If, for the Limitation Year, the Participant has an Annual Addition
under more than one defined contribution plan or welfare benefit fund
or individual medical account maintained by the Employer, as defined in
this section, any reduction above shall be made first to the profit
sharing plans, then to all other such plans and welfare benefit plans
and individual medical accounts and, if necessary, by reducing first
those that were most recently allocated. However, elective deferral
contributions shall be the last contributions reduced before the
welfare benefit fund or individual medical account is reduced. The
annual addition to the welfare benefit fund and individual medical
account shall be limited last.

SECTION 3.05--EXCESS AMOUNTS.

(a) For the purposes of this section, the following terms are defined:

ACTUAL DEFERRAL PERCENTAGE means the ratio (expressed as a percentage)
of Elective Deferral Contributions under this Plan on behalf of the
Eligible Participant for the Plan Year to the Eligible Participant's
Compensation for the Plan Year. In modification of the foregoing,
Compensation shall be limited to the Compensation received while an
Active Participant. The Elective Deferral Contributions used to
determine the Actual Deferral Percentage shall include Excess Elective
Deferrals (other than Excess Elective Deferrals of Nonhighly
Compensated Employees that arise solely from Elective Deferral
Contributions made under this Plan or any other plans of the Employer
or a Controlled Group member), but shall exclude Elective Deferral
Contributions that are used in computing the Contribution Percentage
(provided the Average Actual Deferral Percentage test is satisfied both
with and without exclusion of these Elective Deferral Contributions).
Under such rules as the Secretary of the Treasury shall prescribe in
Code Section 401(k)(3)(D), the Employer may elect to include Qualified
Nonelective Contributions and Qualified Matching

ARTICLE III 29

<PAGE>

Contributions under this Plan in computing the Actual Deferral
Percentage. For an Eligible Participant for whom such Contributions
on his behalf for the Plan Year are zero, the percentage is zero.

AGGREGATE LIMIT means the greater of (1) or (2) below:

(1) The sum of

(ii) the lesser of 200% or two plus the lesser of such Average
Actual Deferral Percentage or Average Contribution
Percentage.

(2) The sum of

(ii) the lesser of 200% or two plus the greater of such Average
Actual Deferral Percentage or Average Contribution
Percentage.

AVERAGE ACTUAL DEFERRAL PERCENTAGE means the average (expressed as a
percentage) of the Actual Deferral Percentages of the Eligible
Participants in a group.

AVERAGE CONTRIBUTION PERCENTAGE means the average (expressed as a
percentage) of the Contribution Percentages of the Eligible
Participants in a group.

CONTRIBUTION PERCENTAGE means the ratio (expressed as a percentage) of
the Eligible Participant's Contribution Percentage Amounts to the
Eligible Participant's Compensation for the Plan Year. In modification
of the foregoing, Compensation shall be limited to the Compensation
received while an Active Participant. For an Eligible Participant for
whom such Contribution Percentage Amounts for the Plan Year are zero,
the percentage is zero.

CONTRIBUTION PERCENTAGE AMOUNTS means the sum of the Participant
Contributions and Matching Contributions (that are not Qualified
Matching Contributions) under this Plan on behalf of the Eligible
Participant for the Plan Year. Such Contribution Percentage Amounts
shall not include Matching Contributions that are forfeited either to
correct Excess Aggregate Contributions or because the Contributions to
which they relate are Excess Elective Deferrals, Excess Contributions
or Excess Aggregate Contributions. Under such rules as the Secretary
of the Treasury shall prescribe in Code Section 401(k)(3)(D), the
Employer may elect to include Qualified Nonelective Contributions and
Qualified Matching Contributions under this Plan which were not used in
computing the Actual Deferral Percentage in computing the Contribution
Percentage. The Employer may also elect to use Elective Deferral
Contributions in computing the Contribution Percentage so long as the
Average Actual Deferral Percentage test is met before the Elective
Deferral Contributions are used in the Average Contribution Percentage
test

ARTICLE III 30

<PAGE>

and continues to be met following the exclusion of those Elective
Deferral Contributions that are used to meet the Average Contribution
Percentage test.

ELECTIVE DEFERRAL CONTRIBUTIONS means employer contributions made on
behalf of a participant pursuant to an election to defer under any
qualified cash or deferred arrangement as described in Code Section
401(k), any simplified employee pension cash or deferred arrangement as
described in Code Section 402(h)(1)(B), any eligible deferred
compensation plan under Code Section 457, any plan as described under
Code Section 501(c)(18), and any employer contributions made on behalf
of a participant for the purchase of an annuity contract under Code
Section 403(b) pursuant to a salary reduction agreement. Elective
Deferral Contributions shall not include any deferrals properly
distributed as excess Annual Additions.

ELIGIBLE PARTICIPANT means, for purposes of determining the Actual
Deferral Percentage, any Employee who is otherwise authorized under the
terms of the Plan to have Elective Deferral Contributions made on his
behalf for the Plan Year. Eligible Participant means, for purposes of
determining the Average Contribution Percentage, any Employee who is
otherwise authorized under the terms of the Plan to have Participant
Contributions or Matching Contributions made on his behalf for the Plan
Year.

EXCESS AGGREGATE CONTRIBUTIONS means, with respect to any Plan Year,
the excess of:

(1) The aggregate Contributions taken into account in computing the
numerator of the Contribution Percentage actually made on behalf of
Highly Compensated Employees for such Plan Year, over

(2) The maximum amount of such Contributions permitted by the Average
Contribution Percentage test (determined by reducing Contributions
made on behalf of Highly Compensated Employees in order of their
Contribution Percentages beginning with the highest of such
percentages).

Such determination shall be made after first determining Excess
Elective Deferrals and then determining Excess Contributions.

EXCESS CONTRIBUTIONS means, with respect to any Plan Year, the excess
of:

(1) The aggregate amount of Contributions actually taken into account
in computing the Actual Deferral Percentage of Highly Compensated
Employees for such Plan Year, over

(2) The maximum amount of such Contributions permitted by the Actual
Deferral Percentage test (determined by reducing Contributions made
on behalf of Highly Compensated Employees in order of the Actual
Deferral Percentages, beginning with the highest of such
percentages).

A Participant's Excess Contributions for a Plan Year will be reduced by
the amount of Excess Elective Deferrals, if any, previously distributed
to the Participant for the taxable year ending in that Plan Year.

EXCESS ELECTIVE DEFERRALS means those Elective Deferral Contributions
that are includible in a Participant's gross income under Code Section
402(g) to the extent such Participant's Elective Deferral Contributions
for a taxable year exceed the dollar limitation under such Code
section. Excess Elective Deferrals shall be treated as Annual
Additions, as defined in the CONTRIBUTION LIMITATION SECTION of
Article III, under the Plan, unless such amounts are distributed no
later than the first April 15 following the close of the Participant's
taxable year.

ARTICLE III 31

<PAGE>

PARTICIPANT CONTRIBUTIONS means contributions made to any plan by or on
behalf of a participant that are included in the participant's gross
income in the year in which made and that are maintained under a
separate account to which earnings and losses are allocated.

MATCHING CONTRIBUTIONS means employer contributions made to this or any
other defined contribution plan, or to a contract described in Code
Section 403(b), on behalf of a participant on account of a Participant
Contribution made by such participant, or on account of a participant's
Elective Deferral Contributions, under a plan maintained by the
employer.

QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions which are
subject to the distribution and nonforfeitability requirements under
Code Section 401(k) when made.

(b) A Participant may assign to this Plan any Excess Elective Deferrals
made during a taxable year by notifying the Plan Administrator in
writing on or before the first following March 1 of the amount of the
Excess Elective Deferrals to be assigned to the Plan. A Participant is
deemed to notify the Plan Administrator of any Excess Elective
Deferrals that arise by taking into account only those Elective
Deferral Contributions made to this Plan and any other plans of the
Employer or a Controlled Group member and reducing such Excess Elective
Deferrals by the amount of Excess Contributions, if any, previously
distributed for the Plan Year beginning in that taxable year. The
Participant's claim for Excess Elective Deferrals shall be accompanied
by the Participant's written statement that if such amounts are not
distributed, such Excess Elective Deferrals, when added to amounts
deferred under other plans or arrangements described in Code Sections
401(k), 408(k) or 403(b), will exceed the limit imposed on the
Participant by Code Section 402(g) for the year in which the deferral
occurred. The Excess Elective Deferrals assigned to this Plan can not
exceed the Elective Deferral Contributions allocated under this Plan
for such taxable year.

Notwithstanding any other provisions of the Plan, Elective Deferral
Contributions in an amount equal to the Excess Elective Deferrals
assigned to this Plan, plus any income and minus any loss allocable
thereto, shall be distributed no later than April 15 to any Participant
to whose Account Excess Elective Deferrals were assigned for the
preceding year and who claims Excess Elective Deferrals for such
taxable year.

The income or loss allocable to such Excess Elective Deferrals shall be
equal to the sum of:

(1) the income or loss allocable to the Participant's Elective Deferral
Contributions for the taxable year in which the excess occurred
multiplied by a fraction and

(2) the income or loss allocable to the Participant's Elective Deferral
Contributions for the gap period between the end of such taxable
year and the date of distribution multiplied by a fraction.

The numerator of the fractions is the Excess Elective Deferrals. The
denominator of the fraction in (1) above is the closing balance without
regard to any income or loss occurring during such taxable year (as of
the end of such taxable year) of the Participant's Account resulting
from Elective Deferral Contributions. The denominator of the fraction
in (2) above is the closing balance without regard to any income or
loss occurring during such gap period (as of the end of such gap
period) of the Participant's Account resulting

ARTICLE III 32

<PAGE>

from Elective Deferral Contributions. The amount determined in (2)
above shall not be included for taxable years beginning after
December 31, 1991.

(c) As of the end of each Plan Year after Excess Elective Deferrals have
been determined, one of the following tests must be met:

(1) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year is not more
than the Average Actual Deferral Percentage for Eligible
Participants who are Nonhighly Compensated Employees for the Plan
Year multiplied by 1.25.

(2) The Average Actual Deferral Percentage for Eligible Participants
who are Highly Compensated Employees for the Plan Year is not more
than the Average Actual Deferral Percentage for Eligible
Participants who are Nonhighly Compensated Employees for the Plan
Year multiplied by 2 and the difference between the Average Actual
Deferral Percentages is not more than 2.

The Actual Deferral Percentage for any Eligible Participant who is a
Highly Compensated Employee for the Plan Year and who is eligible to
have Elective Deferral Contributions (and Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, if used in
computing the Actual Deferral Percentage) allocated to his account
under two or more plans or arrangements described in Code Section
401(k) that are maintained by the Employer or a Controlled Group member
shall be determined as if all such Elective Deferral Contributions
(and, if applicable, such Qualified Nonelective Contributions or
Qualified Matching Contributions, or both) were made under a single
arrangement. If a Highly Compensated Employee participates in two or
more cash or deferred arrangements that have different Plan Years, all
cash or deferred arrangements ending with or within the same calendar
year shall be treated as a single arrangement. Notwithstanding the
foregoing, certain plans shall be treated as separate if mandatorily
disaggregated under the regulations under Code Section 401(k).

In the event that this Plan satisfies the requirements of Code Sections
401(k), 401(a)(4), or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such
Code sections only if aggregated with this Plan, then this section
shall be applied by determining the Actual Deferral Percentage of
employees as if all such plans were a single plan. Plans may be
aggregated in order to satisfy Code Section 401(k) only if they have
the same Plan Year.

For purposes of determining the Actual Deferral Percentage of an
Eligible Participant who is a five-percent owner or one of the ten most
highly-paid Highly Compensated Employees, the Elective Deferral
Contributions (and Qualified Nonelective Contributions or Qualified
Matching Contributions, or both, if used in computing the Actual
Deferral Percentage) and Compensation of such Eligible Participant
include the Elective Deferral Contributions (and, if applicable,
Qualified Nonelective Contributions or Qualified Matching
Contributions, or both) and Compensation for the Plan Year of Family
Members. Family Members, with respect to such Highly Compensated
Employees, shall be disregarded as separate employees in determining
the Actual Deferral Percentage both for Participants who are Nonhighly
Compensated Employees and for Participants who are Highly Compensated
Employees.

ARTICLE III 33

<PAGE>

The determination and treatment of the Contributions used in computing
the Actual Deferral Percentage shall satisfy such other requirements as
may be prescribed by the Secretary of the Treasury.

Notwithstanding any other provisions of this Plan, Excess
Contributions, plus any income and minus any loss allocable thereto,
shall be distributed no later than the last day of each Plan Year to
Participants to whose Accounts such Excess Contributions were allocated
for the preceding Plan Year. If such excess amounts are distributed
more than 2 1/2 months after the last day of the Plan Year in which
such excess amounts arose, a ten (10) percent excise tax will be
imposed on the employer maintaining the plan with respect to such
amounts. Such distributions shall be made to Highly Compensated
Employees on the basis of the respective portions of the Excess
Contributions attributable to each of such employees. Excess
Contributions of Participants who are subject to the family member
aggregation rules shall be allocated among the Family Members in
proportion to the Elective Deferral Contributions (and amounts treated
as Elective Deferral Contributions) of each Family Member that is
combined to determine the combined Actual Deferral Percentage.

Excess Contributions shall be treated as Annual Additions, as defined
in the CONTRIBUTION LIMITATION SECTION of Article III, under the Plan.

The Excess Contributions shall be adjusted for income or loss. The
income or loss allocable to such Excess Contributions shall be equal to
the sum of

(3) the income or loss allocable to the Participant's Elective Deferral
Contributions (and, if applicable, Qualified Nonelective
Contributions or Qualified Matching Contributions, or both) for the
Plan Year in which the excess occurred multiplied by a fraction and

(4) the income or loss allocable to the Participant's Elective Deferral
Contributions (and, if applicable, Qualified Nonelective
Contributions or Qualified Matching Contributions, or both) for the
gap period between the end of such Plan Year and the date of
distribution multiplied by a fraction.

The numerator of the fractions is the Excess Contributions. The
denominator of the fraction in (3) above is the closing balance without
regard to any income or loss occurring during such Plan Year (as of the
end of such Plan Year) of the Participant's Account resulting from
Elective Deferral Contributions (and Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, if used in
computing the Actual Deferral Percentage). The denominator of the
fraction in (4) above is the closing balance without regard to any
income or loss occurring during such gap period (as of the end of such
gap period) of the Participant's Account resulting from Elective
Deferral Contributions (and Qualified Nonelective Contributions

ARTICLE III 34

<PAGE>

or Qualified Matching Contributions, or both, if used in computing the
Actual Deferral Percentage). The amount determined in (4) above shall
not be included for Plan Years beginning after December 31, 1991.

Excess Contributions shall be distributed from the Participant's
Account resulting from Elective Deferral Contributions. If such Excess
Contributions exceed the balance in the Participant's Account resulting
from Elective Deferral Contributions, the balance shall be distributed
from the Participant's Account resulting from Qualified Matching
Contributions (if applicable) and Qualified Nonelective Contributions,
respectively.

Any Matching Contributions which were based on the Elective Deferral
Contributions which are distributed as Excess Contributions, plus any
income and minus any loss allocable thereto, shall be forfeited. These
Forfeitures shall be used to offset the earliest Employer Contribution
due after the Forfeiture arises.

(d) As of the end of each Plan Year, one of the following tests must be
met:

(1) The Average Contribution Percentage for Eligible Participants who
are Highly Compensated Employees for the Plan Year is not more than
the Average Contribution Percentage for Eligible Participants who
are Nonhighly Compensated Employees for the Plan Year multiplied by
1.25.

(2) The Average Contribution Percentage for Eligible Participants who
are Highly Compensated Employees for the Plan Year is not more than
the Average Contribution Percentage for Eligible Participants who
are Nonhighly Compensated Employees for the Plan Year multiplied by
2 and the difference between the Average Contribution Percentages
is not more than 2.

If one or more Highly Compensated Employees participate in both a cash
or deferred arrangement and a plan subject to the Average Contribution
Percentage test maintained by the Employer or a Controlled Group member
and the sum of the Average Actual Deferral Percentage and Average
Contribution Percentage of those Highly Compensated Employees subject
to either or both tests exceeds the Aggregate Limit, then the
Contribution Percentage of those Highly Compensated Employees who also
participate in a cash or deferred arrangement will be reduced
(beginning with such Highly Compensated Employees whose Contribution
Percentage is the highest) so that the limit is not exceeded. The
amount by which each Highly Compensated Employee's Contribution
Percentage is reduced shall be treated as an Excess Aggregate
Contribution. The Average Actual Deferral Percentage and Average
Contribution Percentage of the Highly Compensated Employees are
determined after any corrections required to meet the Average Actual
Deferral Percentage and Average Contribution Percentage tests.
Multiple use does not occur if both the Average Actual Deferral
Percentage and Average Contribution Percentage of the Highly
Compensated Employees does not exceed 1.25 multiplied by the Average
Actual Deferral Percentage and Average Contribution Percentage of the
Nonhighly Compensated Employees.

The Contribution Percentage for any Eligible Participant who is a
Highly Compensated Employee for the Plan Year and who is eligible to
have Contribution Percentage Amounts allocated to his account under two
or more plans described in Code Section 401(a) or arrangements
described in Code Section 401(k) that are maintained by the Employer or
a Controlled Group member shall be determined as if the total of such
Contribution Percentage Amounts was made under each plan. If a Highly
Compensated Employee participates in two or more cash or deferred
arrangements that have different Plan Years, all cash or deferred
arrangements ending with or within the same calendar year shall be
treated as a single arrangement. Notwithstanding the foregoing,
certain plans shall be treated as separate if mandatorily disaggregated
under the regulations under Code Section 401(m).

ARTICLE III 35

<PAGE>

In the event that this Plan satisfies the requirements of Code Sections
401(m), 401(a)(4), or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of Code
sections only if aggregated with this Plan, then this section shall be
applied by determining the Contribution Percentages of Eligible
Participants as if all such plans were a single plan. Plans may be
aggregated in order to satisfy Code Section 401(m) only if they have
the same Plan Year.

For purposes of determining the Contribution Percentage of an Eligible
Participant who is a five-percent owner or one of the ten most
highly-paid Highly Compensated Employees, the Contribution Percentage
Amounts and Compensation of such Participant shall include Contribution
Percentage Amounts and Compensation for the Plan Year of Family
Members. Family Members, with respect to Highly Compensated Employees,
shall be disregarded as separate employees in determining the
Contribution Percentage both for employees who are Nonhighly
Compensated Employees and for employees who are Highly Compensated
Employees.

The Employer shall maintain records sufficient to demonstrate
satisfaction of the Average Contribution Percentage test and the amount
of Qualified Nonelective Contributions or Qualified Matching
Contributions, or both, used in such test.

The determination and treatment of the Contribution Percentage of any
Participant shall satisfy such other requirements as may be prescribed
by the Secretary of the Treasury.

Notwithstanding any other provisions of this Plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto,
shall be forfeited, if not vested, or distributed, if vested, no later
than the last day of each Plan Year to Participants to whose Accounts
such Excess Aggregate Contributions were allocated for the preceding
Plan Year. Excess Aggregate Contributions of Participants who are
subject to the family member aggregation rules shall be allocated among
the Family Members in proportion to the Employee and Matching
Contributions (or amounts treated as Matching Contributions) of each
Family Member that is combined to determine the combined Contribution
Percentage. If such Excess Aggregate Contributions are distributed
more than 2 1/2 months after the last day of the Plan Year in which
such excess amounts arose, a ten (10) percent excise tax will be
imposed on the employer maintaining the plan with respect to those
amounts. Excess Aggregate Contributions shall be treated as Annual
Additions, as defined in the CONTRIBUTION LIMITATION SECTION of
Article III, under the Plan.

The Excess Aggregate Contributions shall be adjusted for income or
loss. The income or loss allocable to such Excess Aggregate
Contributions shall be equal to the sum of:

(3) the income or loss allocable to the Participant's Contribution
Percentage Amounts for the Plan Year in which the excess occurred
multiplied by a fraction and

(4) the income or loss allocable to the Participant's Contribution
Percentage Amounts for the gap period between the end of such Plan
Year and the date of distribution multiplied by a fraction.

ARTICLE III 36

<PAGE>

The numerator of the fractions is the Excess Aggregate Contributions.
The denominator of the fraction in (3) above is the closing balance
without regard to any income or loss occurring during such Plan Year
(as of the end of such Plan Year) of the Participant's Account
resulting from Contribution Percentage Amounts. The denominator of the
fraction in (4) above is the closing balance without regard to any
income or loss occurring during such gap period (as of the end of such
gap period) of the Participant's Account resulting from Contribution
Percentage Amounts. The amount determined in (4) above shall not be
included for Plan Years beginning after December 31, 1991.

Excess Aggregate Contributions shall be distributed from the
Participant's Account resulting from Participant Contributions that are
not required as a condition of employment or participation or for
obtaining additional benefits from Employer Contributions. If such
Excess Aggregate Contributions exceed the balance in the Participant's
Account resulting from such Participant Contributions, the balance
shall be forfeited, if not vested, or distributed, if vested, on a
pro-rata basis from the Participant's Account resulting from
Contribution Percentage Amounts. These Forfeitures shall be used to
offset the earliest Employer Contribution due after the Forfeiture
arises.

ARTICLE III 37

<PAGE>

ARTICLE IV

INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT OF CONTRIBUTIONS.

All Contributions are forwarded by the Employer to the Insurer to be
deposited under the Group Contract or forwarded to the Trustee to be deposited
in the Trust Fund.

(a) Employer Contributions other than Elective Deferral Contributions: The
Participant shall direct the investment of such Employer Contributions
and transfer of assets resulting from those Contributions.

(b) Elective Deferral Contributions: The Participant shall direct the
investment of Elective Deferral Contributions and transfer of assets
resulting from those Contributions.

(c) Participant Contributions: The Participant shall direct the investment
of Participant Contributions and transfer of assets resulting from
those Contributions.

ARTICLE IV 38

<PAGE>

(d) Rollover Contributions: The Participant shall direct the investment of
Rollover Contributions and transfer of assets resulting from those
Contributions.

However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and Plan assets which are not subject to
Participant direction.

ARTICLE IV 39

<PAGE>

ARTICLE V

BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.

SECTION 5.02--DEATH BENEFITS.

SECTION 5.03--VESTED BENEFITS.

SECTION 5.04--WHEN BENEFITS START.

Benefits under the Plan begin when a Participant retires, dies or ceases to
be an Employee, whichever applies, as provided in the preceding sections of this
article. The start of benefits is subject to the qualified election procedures
of Article VI.

Unless otherwise elected, benefits shall begin before the sixtieth day
following the close of the Plan Year in which the latest date below occurs:

(a) The date the Participant attains age 65 (Normal Retirement Age, if
earlier).

(b) The tenth anniversary of the Participant's Entry Date.

ARTICLE V 40

<PAGE>

Benefits shall begin by the Participant's Required Beginning Date, as
defined in the OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS
SECTION of Article VI.

SECTION 5.05--WITHDRAWAL PRIVILEGES.

A Participant may withdraw all or any portion of his Vested Account which
results from the following Contributions

Elective Deferral Contributions
Rollover Contributions

No withdrawal shall be allowed which is not necessary to satisfy such
immediate and heavy financial need. Such withdrawal shall be deemed necessary
only if all of the following requirements are met: (i) the distribution is not
in excess of the amount of the immediate and heavy financial need of the
Participant (including amounts necessary to pay any Federal, state or local
income taxes or penalties reasonably anticipated to result from the
distribution); (ii) the Participant has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently available under all
plans maintained by the Employer; (iii) the Plan, and all other plans maintained
by the Employer, provide that the Participant's elective contributions and
employee contributions will be suspended for at least 12 months after receipt of
the hardship distribution; and (iv) the Plan, and all other plans maintained by
the Employer, provide that the Participant may not make

ARTICLE V 41

<PAGE>

elective contributions for the Participant's taxable year immediately following
the taxable year of the hardship distribution in excess of the applicable
limit under Code Section 402(g) for such next taxable year less the amount of
such Participant's elective contributions for the taxable year of the hardship
distribution. The Plan will suspend elective contributions and employee
contributions for 12 months and limit elective deferrals as provided in the
preceding sentence. A Participant shall not cease to be an Eligible
Participant, as defined in the EXCESS AMOUNTS SECTION of Article III, merely
because his elective contributions or employee contributions are suspended.

A forfeiture shall not occur solely as a result of a withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

Loans must be adequately secured and bear a reasonable rate of interest.

(a) $50,000 reduced by the highest outstanding loan balance of loans during
the one-year period ending on the day before the new loan is made.

(b) The greater of (1) or (2), reduced by (3) below:

(1) One-half of the Participant's Vested Account.

ARTICLE V 42

<PAGE>

(2) $10,000.

(3) Any outstanding loan balance on the date the new loan is made.

The Participant will be evaluated to determine whether there is a
reasonable expectation that the Participant will be able to satisfy payments on
the loan as due.

ARTICLE V 43

<PAGE>

Each loan shall be fully documented in the form of a promissory note signed
by the Participant for the face amount of the loan, together with interest
determined as specified above.

There will be an assignment of collateral to the Plan executed at the time
the loan is made.

Where payroll deduction is not available, payments are to be timely made.

Each loan may be paid in full prior to maturity without penalty or service
fee, except as may be set out in the promissory note.

If any amount remains unpaid for more than 31 days after due, a default is
deemed to occur.

If payroll deduction is being utilized, in the event that a Participant's
available payroll deduction amounts in any given month are insufficient to
satisfy the total amount due, there will be an increase in the amount taken
subsequently, sufficient to make up the amount that is then due. If the
subsequent deduction is also insufficient to satisfy the amount due within 31
days, a default is deemed to occur as above. If any amount remains past due
more than 90 days, the entire principal amount, whether or not otherwise then
due, along with interest then accrued and any other amount then due under the
promissory note, shall become due and payable, as above.

ARTICLE V 44

<PAGE>

ARTICLE V 45

<PAGE>

ARTICLE VI

DISTRIBUTION OF BENEFITS

SECTION 6.01--AUTOMATIC FORMS OF DISTRIBUTION.

(a) The automatic form of retirement benefit for a Participant who does not
die before his Annuity Starting Date shall be the Qualified Joint and
Survivor Form.

(b) The automatic form of death benefit for a Participant who dies before
his Annuity Starting Date shall be:

(1) A Qualified Preretirement Survivor Annuity for a Participant who
has a spouse to whom he has been continuously married throughout
the one-year period ending on the date of his death. The spouse
may elect to start receiving the death benefit on any first day of
the month on or after the Participant dies and before the date the
Participant would have been age 70 1/2. If the spouse dies before
benefits start, the Participant's Vested Account, determined as of
the date of the spouse's death, shall be paid to the spouse's
Beneficiary.

(2) A single-sum payment to the Participant's Beneficiary for a
Participant who does not have a spouse who is entitled to a
Qualified Preretirement Survivor Annuity.

SECTION 6.02--OPTIONAL FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS.

(a) For purposes of this section, the following terms are defined:

ARTICLE VI 46

<PAGE>

DESIGNATED BENEFICIARY means the individual who is designated as the
beneficiary under the Plan in accordance with Code Section 401(a)(9)
and the regulations thereunder.

DISTRIBUTION CALENDAR YEAR means a calendar year for which a minimum
distribution is required. For distributions beginning before the
Participant's death, the first Distribution Calendar Year is the
calendar year immediately preceding the calendar year which contains
the Participant's Required Beginning Date. For distributions beginning
after the Participant's death, the first Distribution Calendar Year is
the calendar year in which distributions are required to begin pursuant
to (e) below.

JOINT AND LAST SURVIVOR EXPECTANCY means joint and last survivor
expectancy computed by use of the expected return multiples in Table VI
of section 1.72-9 of the Income Tax Regulations.

Unless otherwise elected by the Participant (or spouse, in the case of
distributions described in (e)(2)(ii) below) by the time distributions
are required to begin, life expectancies shall be recalculated
annually. Such election shall be irrevocable as to the Participant (or
spouse) and shall apply to all subsequent years. The life expectancy
of a nonspouse Beneficiary may not be recalculated.

LIFE EXPECTANCY means life expectancy computed by use of the expected
return multiples in Table V of section 1.72-9 of the Income Tax
Regulations.

Unless otherwise elected by the Participant (or spouse, in the case of
distributions described in (e)(2)(ii) below) by the time distributions
are required to begin, life expectancies shall be recalculated
annually. Such election shall be irrevocable as to the Participant (or
spouse) and shall apply to all subsequent years. The life expectancy
of a nonspouse Beneficiary may not be recalculated.

PARTICIPANT'S BENEFIT means

(1) The Account balance as of the last valuation date in the calendar
year immediately preceding the Distribution Calendar Year
(valuation calendar year) increased by the amount of any
contributions or forfeitures allocated to the Account balance as of
the dates in the valuation calendar year after the valuation date
and decreased by distributions made in the valuation calendar year
after the valuation date.

(2) For purposes of (1) above, if any portion of the minimum
distribution for the first Distribution Calendar Year is made in
the second Distribution Calendar Year on or before the Required
Beginning Date, the amount of the minimum distribution made in the
second Distribution Calendar Year shall be treated as if it had
been made in the immediately preceding Distribution Calendar Year.

ARTICLE VI 47

<PAGE>

(1) The Required Beginning Date for a Participant who attains age
70 1/2 before January 1, 1988, and who is not a 5-percent owner is
the first day of April of the calendar year following the calendar
year in which the later of retirement or attainment of age 70 1/2
occurs.

(2) The Required Beginning Date for a Participant who attains age
70 1/2 before January 1, 1988, and who is a 5-percent owner is the
first day of April of the calendar year following the later of

(i) the calendar year in which the Participant attains age
70 1/2, or

(ii) the earlier of the calendar year with or within which ends
the Plan Year in which the Participant becomes a 5-percent
owner, or the calendar year in which the Participant
retires.

(3) The Required Beginning Date of a Participant who is not a 5-percent
owner and who attains age 70 1/2 during 1988 and who has not
retired as of January 1, 1989, is April 1, 1990.

A Participant is treated as a 5-percent owner for purposes of this
section if such Participant is a 5-percent owner as defined in Code
Section 416(i) (determined in accordance with Code Section 416 but
without regard to whether the Plan is top-heavy) at any time during the
Plan Year ending with or within the calendar year in which such owner
attains age 66 1/2 or any subsequent Plan Year.

Once distributions have begun to a 5-percent owner under this section,
they must continue to be distributed, even if the Participant ceases to
be a 5-percent owner in a subsequent year.

(b) The optional forms of retirement benefit shall be the following: a
straight life annuity; single life annuities with certain periods of
five, ten or fifteen years; a single life annuity with installment
refund; survivorship life annuities with installment refund and
survivorship percentages of 50, 66 2/3 or 100; fixed period annuities
for any period of whole months which is not less than 60 and does not
exceed the Life Expectancy of the Participant and the named Beneficiary
as provided in (d) below where the Life Expectancy is not recalculated;
and a series of installments chosen by the Participant with a minimum
payment each year beginning with the year the Participant turns age
70 1/2. The payment for the first year in which a minimum payment is
required will be made by April 1 of the following calendar year. The
payment for the second year and each successive year will be made by
December 31 of that year. The minimum payment will be based on a
period equal to the Joint and Last Survivor Expectancy of the
Participant and the Participant's spouse, if any, as provided in (d)
below where the Joint and Last Survivor Expectancy is recalculated.
The balance of the Participant's Vested Account, if any, will be
payable on the Participant's death to his Beneficiary in a single sum.
The Participant may also elect to receive his Vested Account in a
single-sum payment; or, in the form of Employer Securities to the
extent that his Vested Account was held in Employer Securities; or, in
any combination thereof. Fractional shares shall be paid in cash,
valued as of the most recent Valuation Date; the distribution shall
include any dividends (cash or stock) on such whole shares or any
additional shares received as a result of a stock split or any other
adjustment to such whole shares since the Valuation Date preceding the
date of distribution.

Election of an optional form is subject to the qualified election
provisions of Article VI.

ARTICLE VI 48

<PAGE>

(d) Subject to the AUTOMATIC FORMS OF DISTRIBUTION SECTION of Article VI,
joint and survivor annuity requirements, the requirements of this
section shall apply to any distribution of a Participant's interest and
will take precedence over any inconsistent provisions of this Plan.
Unless otherwise specified, the provisions of this section apply to
calendar years beginning after December 31, 1984.

The entire interest of a Participant must be distributed or begin to be
distributed no later than the Participant's Required Beginning Date.

As of the first Distribution Calendar Year, distributions, if not made
in a single sum, may only be made over one of the following periods (or
combination thereof):

(1) the life of the Participant,

(2) the life of the Participant and a Designated Beneficiary,

(3) a period certain not extending beyond the Life Expectancy of the
Participant, or

(4) a period certain not extending beyond the Joint and Last Survivor
Expectancy of the Participant and a Designated Beneficiary.

If the Participant's interest is to be distributed in other than a
single sum, the following minimum distribution rules shall apply on or
after the Required Beginning Date:

(5) Individual account:

(i) If a Participant's Benefit is to be distributed over

ARTICLE VI 49

<PAGE>

(a) a period not extending beyond the Life Expectancy of
the Participant or the Joint Life and Last Survivor
Expectancy of the Participant and the Participant's
Designated Beneficiary or

(b) a period not extending beyond the Life Expectancy of
the Designated Beneficiary,

the amount required to be distributed for each calendar
year beginning with the distributions for the first
Distribution Calendar Year, must be at least equal to the
quotient obtained by dividing the Participant's Benefit by
the Applicable Life Expectancy.

(ii) For calendar years beginning before January 1, 1989, if the
Participant's spouse is not the Designated Beneficiary, the
method of distribution selected must assure that at least
50% of the present value of the amount available for
distribution is paid within the Life Expectancy of the
Participant.

(iii) For calendar years beginning after December 31, 1988, the
amount to be distributed each year, beginning with
distributions for the first Distribution Calendar Year
shall not be less than the quotient obtained by dividing
the Participant's Benefit by the lesser of

(a) the Applicable Life Expectancy or

(b) if the Participant's spouse is not the Designated
Beneficiary, the applicable divisor determined from the
table set forth in Q&A-4 of section 1.401(a)(9)-2 of
the proposed regulations.

(6) Other forms:

ARTICLE VI 50

<PAGE>

(e) Death distribution provisions:

(1) Distribution beginning before death. If the Participant dies after
distribution of his interest has begun, the remaining portion of
such interest will continue to be distributed at least as rapidly
as under the method of distribution being used prior to the
Participant's death.

(2) Distribution beginning after death. If the Participant dies before
distribution of his interest begins, distribution of the
Participant's entire interest shall be completed by December 31 of
the calendar year containing the fifth anniversary of the
Participant's death except to the extent that an election is made
to receive distributions in accordance with (i) or (ii) below:

(i) if any portion of the Participant's interest is payable to
a Designated Beneficiary, distributions may be made over
the life or over a period certain not greater than the Life
Expectancy of the Designated Beneficiary commencing on or
before December 31 of the calendar year immediately
following the calendar year in which the Participant died;

(ii) if the Designated Beneficiary is the Participant's
surviving spouse, the date distributions are required to
begin in accordance with (i) above shall not be earlier
than the later of

(a) December 31 of the calendar year immediately following
the calendar year in which the Participant died and

(b) December 31 of the calendar year in which the
Participant would have attained age 70 1/2.

If the Participant has not made an election pursuant to this (e)(2)
by the time of his death, the Participant's Designated Beneficiary
must elect the method of distribution no later than the earlier of

(iii) December 31 of the calendar year in which distributions
would be required to begin under this subparagraph, or

(iv) December 31 of the calendar year which contains the fifth
anniversary of the date of death of the Participant.

If the Participant has no Designated Beneficiary, or if the
Designated Beneficiary does not elect a method of distribution,
distribution of the Participant's entire interest must be completed
by December 31 of the calendar year containing the fifth
anniversary of the Participant's death.

(4) For purposes of this (e), any amount paid to a child of the
Participant will be treated as if it had been paid to the surviving
spouse if the amount becomes payable to the surviving spouse when
the child reaches the age of majority.

ARTICLE VI 51

<PAGE>

(5) For purposes of this (e), distribution of a Participant's interest
is considered to begin on the Participant's Required Beginning Date
(or if (e)(3) above is applicable, the date distribution is
required to begin to the surviving spouse pursuant to (e)(2)
above). If distribution in the form of an annuity irrevocably
commences to the Participant before the Required Beginning Date,
the date distribution is considered to begin is the date
distribution actually commences.

SECTION 6.03--ELECTION PROCEDURES.

If the Participant has not elected an optional form of distribution for
the death benefit payable to his Beneficiary, the Beneficiary may, for
his own benefit, elect the form of distribution, in like manner as a
Participant.

The Participant may waive the Qualified Preretirement Survivor Annuity
by naming someone other than his spouse as Beneficiary.

(c) Qualified Election. The Participant, Beneficiary or spouse may make an
election at any time during the election period. The Participant,
Beneficiary, or spouse may revoke the election made (or make a new
election) at any time and any number of times during the election
period. An election is effective only if it meets the consent
requirements below.

The election period as to retirement benefits is the 90-day period
ending on the Annuity Starting Date. An election to waive the
Qualified Joint and Survivor Form may not be made before the date he is
provided with the notice of the ability to waive the Qualified Joint
and Survivor Form. If the Participant elects the series of
installments, he may elect on any later date to have the balance of his
Vested Account paid under any of the optional forms of retirement
benefit available under the Plan. His election period for this
election is the 90-day period ending on the Annuity Starting Date for
the optional form of retirement benefit elected.

ARTICLE VI 52

<PAGE>

election period begins on the date the Participant dies and ends on the
date benefits begin. An election to waive the Qualified Preretirement
Survivor Annuity may not be made by the Participant before the date he
is provided with the notice of the ability to waive the Qualified
Preretirement Survivor Annuity. A Participant's election to waive the
Qualified Preretirement Survivor Annuity which is made before the first
day of the Plan Year in which he reaches age 35 shall become invalid on
such date. An election made by a Participant after he ceases to be an
Employee will not become invalid on the first day of the Plan Year in
which he reaches age 35 with respect to death benefits from that part
of his Account resulting from Contributions made before he ceased to be
an Employee.

If the Participant's Vested Account has at any time exceeded $3,500,
any benefit which is (1) immediately distributable or (2) payable in a
form other than a Qualified Joint and Survivor Form or a Qualified
Preretirement Survivor Annuity requires the consent of the Participant
and the Participant's spouse (or where either the Participant or the
spouse has died, the survivor). The consent of the Participant or
spouse to a benefit which is immediately distributable must not be made
before the date the Participant or spouse is provided with the notice
of the ability to defer the distribution. Such consent shall be made
in writing. The consent shall not be made more than 90 days before the
Annuity Starting Date. Spousal consent is not required for a benefit
which is immediately distributable in a Qualified Joint and Survivor
Form. Furthermore, if spousal consent is not required because the
Participant is electing an optional form of retirement benefit that is
not a life annuity pursuant to (d) below, only the Participant need
consent to the distribution of a benefit payable in a form that is not
a life annuity and which is immediately distributable. Neither the
consent of the Participant nor the Participant's spouse shall be
required to the extent that a distribution is required to satisfy Code
Section 401(a)(9) or Code Section 415. In addition, upon termination
of this Plan if the Plan does not offer an annuity option (purchased
from a commercial provider), the Participant's Account balance may,
without the Participant's consent, be distributed to the Participant or
transferred to another defined contribution plan (other than an
employee stock ownership plan as defined in Code Section 4975(e)(7))
within the same Controlled Group. A benefit is immediately
distributable if any part of the benefit could be distributed to the
Participant (or surviving spouse) before the Participant attains (or
would have attained if not deceased) the older of Normal Retirement Age
or age 62. If the Qualified Joint and Survivor Form is waived, the
spouse has the right to limit consent only to a specific Beneficiary or
a specific form of benefit. The spouse can relinquish one or both such
rights. Such consent shall be made in writing. The consent shall not
be made more than 90 days before the Annuity Starting Date. If the
Qualified Preretirement Survivor Annuity is waived, the spouse has the
right to limit consent only to a specific Beneficiary. Such consent
shall be in writing. The spouse's consent shall be witnessed by a plan
representative or notary public. The spouse's consent must acknowledge
the effect of the election, including that the spouse had the right to
limit consent only to a specific Beneficiary or a specific form of
benefit, if applicable, and that the relinquishment of one or both such
rights was voluntary. Unless the consent of the spouse expressly
permits designations by the Participant without a requirement of
further consent by the spouse, the spouse's consent must be limited to
the form of benefit, if applicable, and the Beneficiary (including any
Contingent Annuitant), class of Beneficiaries, or contingent
Beneficiary named in the election. Spousal consent is not required,
however, if the Participant establishes to the satisfaction of the plan
representative that the consent of the spouse cannot be obtained
because there is no spouse or the spouse cannot be located. A spouse's
consent under this paragraph shall not be valid with respect to any
other spouse. A Participant may revoke a prior election without the
consent of the spouse. Any new election will require a new spousal
consent, unless the consent of the spouse expressly permits such
election by the Participant without further consent by the spouse. A
spouse's consent may be revoked at any time within the Participant's
election period.

ARTICLE VI 53

<PAGE>

(d) Special Rule for Profit Sharing Plan. As provided in the preceding
provisions of the Plan, if a Participant has a spouse to whom he has
been continuously married throughout the one-year period ending on the
date of his death, the Participant's Vested Account shall be paid to
such spouse. However, if there is no such spouse or if the surviving
spouse has already consented in a manner conforming to the qualified
election requirements in (c) above, the Vested Account shall be payable
to the Participant's Beneficiary in the event of the Participant's
death.

Because this is a profit sharing plan which pays death benefits as
described above, this subsection (d) applies if the following condition
is met: with respect to the Participant, this Plan is not a direct or
indirect transferee after December 31, 1984, of a defined benefit plan,
money purchase plan (including a target plan), stock bonus plan or
profit sharing plan which is subject to the survivor annuity
requirements of Code Section 401(a)(11) and Code Section 417. If the
above condition is met, spousal consent is not required for electing a
benefit payable in a form that is not a life annuity. If the above
condition is not met, the consent requirements of this article shall be
operative.

SECTION 6.04--NOTICE REQUIREMENTS.

(a) Optional forms of retirement benefit. The Plan Administrator shall
furnish to the Participant and the Participant's spouse a written
explanation of the optional forms of retirement benefit in the OPTIONAL
FORMS OF DISTRIBUTION AND DISTRIBUTION REQUIREMENTS SECTION of
Article VI, including the material features and relative values of
these options, in a manner that would satisfy the notice requirements
of Code Section 417(a)(3) and the right of the Participant and the
Participant's spouse to defer distribution until the benefit is no
longer immediately distributable. The Plan Administrator shall furnish
the written explanation by a method reasonably calculated to reach the
attention of the Participant and the Participant's spouse no less than
30 days and no more than 90 days before the Annuity Starting Date.

(b) Qualified Joint and Survivor Form. The Plan Administrator shall
furnish to the Participant a written explanation of the following: the
terms and conditions of the Qualified Joint and Survivor Form; the
Participant's right to make, and the effect of, an election to waive
the Qualified Joint and Survivor Form; the rights of the Participant's
spouse; and the right to revoke an election and the effect of such a
revocation. The Plan Administrator shall furnish the written
explanation by a method reasonably calculated to reach the attention of
the Participant no less than 30 days and no more than 90 days before
the Annuity Starting Date.

ARTICLE VI 54

<PAGE>

(in terms of dollars per benefit payment) of electing not to have
benefits distributed in accordance with the Qualified Joint and
Survivor Form.

(1) the period beginning one year before the date the individual
becomes a Participant and ending one year after such date; or

(2) the period beginning one year before the date the Participant's
spouse is first entitled to a Qualified Preretirement Survivor
Annuity and ending one year after such date.

If such notice is given before the period beginning with the first day
of the Plan Year in which the Participant attains age 32 and ending
with the close of the Plan Year preceding the Plan Year in which the
Participant attains age 35, an additional notice shall be given within
such period. If a Participant ceases to be an Employee before
attaining age 35, an additional notice shall be given within the period
beginning one year before the date he ceases to be an Employee and
ending one year after such date.

SECTION 6.05--TRANSITIONAL RULES.

ARTICLE VI 55

<PAGE>

If an election is revoked subsequent to the date distributions are required to
begin, the Plan must distribute by the end of the calendar year following the
calendar year in which the revocation occurs the total amount not yet
distributed which would have been required to have been distributed to satisfy
Code Section 401(a)(9) and the proposed regulations thereunder, but for the Code
Section 242(b)(2) election. For calendar years beginning after December 31,
1988, such distribution must meet the minimum distribution incidental benefit
requirements in section 1.401(a)(9)-2 of the proposed regulations. Any changes
in the election will be considered a revocation of the election. However, the
mere substitution or addition of another Beneficiary (one not named in the
election) under the election will not be considered to be a revocation of the
election, so long as such substitution or addition does not alter the period
over which distributions are to be made under the election, directly or
indirectly (for example, by altering the relevant measuring life). In the case
in which an amount is transferred or rolled over from one plan to another plan,
the rules in Q&A J-2 and Q&A J-3 of section 1.401(a)(9)-1 of the proposed
regulations shall apply. A Participant's election of an optional form of
retirement benefit shall be subject to his spouse's consent as provided in the
ELECTION PROCEDURES SECTION of Article VI.

A Participant, who would not otherwise receive the benefits prescribed by
the previous sections of this article, will be entitled to the following
benefits:

(b) If he is living and not receiving benefits on August 23, 1984, he will
be given the opportunity to elect to have his benefits paid according
to the following provisions of this section, if he is credited with at
least one Hour-of-Service under this Plan or a predecessor plan on or
after September 2, 1974, and he is not credited with any service in a
plan year beginning on or after January 1, 1976.

(c) Automatic joint and survivor annuity. If benefits in the form of a
life annuity become payable to a married Participant who:

(1) begins to receive payments under the Plan on or after Normal
Retirement Age; or

(2) dies on or after Normal Retirement Age while still working for the
Employer; or

(3) begins to receive payments on or after the qualified early
retirement age; or

ARTICLE VI 56

<PAGE>

period. The election period must begin at least six months before
the Participant attains qualified early retirement age and end not
more than 90 days before benefits begin. Any election hereunder
will be in writing and may be changed by the Participant at any
time.

(d) Election of early survivor annuity. A Participant who is employed
after attaining the qualified early retirement age will be given the
opportunity to elect, during the election period, to have a Qualified
Preretirement Survivor Annuity payable on death. Any election under
this provision will be in writing and may be changed by the Participant
at any time. The election period begins on the later of (1) the 90th
day before the Participant attains the qualified early retirement age,
or (2) the Participant's Entry Date, and ends on the date the
Participant terminates employment.

(e) For purposes of this paragraph, qualified early retirement age is the
latest of:

(1) the earliest date, under the Plan, on which the Participant may
elect to receive retirement benefits,

(2) the first day of the 120th month beginning before the Participant
reaches Normal Retirement Age, or

(3) the Participant's Entry Date.

SECTION 6.06--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.

(a) the order specifies distributions at that time or permits an agreement
between the Plan and the Alternate Payee to authorize an earlier
distribution; and

(b) if the present value of the Alternate Payee's benefits under the Plan
exceeds $3,500, and the order requires, the Alternate Payee consents to
any distribution occurring before the Participant's attainment of
earliest retirement age, as defined in Code Section 414(p).

ARTICLE VI 57

<PAGE>

The Plan shall make payments or distributions required under this section
by separate benefit checks or other separate distribution to the Alternate
Payee(s).

ARTICLE VI 58

<PAGE>

ARTICLE VII

TERMINATION OF PLAN

Upon complete termination of Plan, no more Employees shall become
Participants and no more Contributions shall be made.

ARTICLE VII 59

<PAGE>

ARTICLE VIII

ADMINISTRATION OF PLAN

SECTION 8.01--ADMINISTRATION.

SECTION 8.02--RECORDS.

SECTION 8.03--INFORMATION AVAILABLE.

SECTION 8.04--CLAIM AND APPEAL PROCEDURES.

ARTICLE VIII 60

<PAGE>

A Claimant must submit any required forms and pertinent information when
making a claim for benefits under the Plan.

SECTION 8.05--UNCLAIMED VESTED ACCOUNT PROCEDURE.

ARTICLE VIII 61

<PAGE>

SECTION 8.06--DELEGATION OF AUTHORITY.

ARTICLE VIII 62

<PAGE>

ARTICLE IX

GENERAL PROVISIONS

SECTION 9.01--AMENDMENTS.

An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a
change in top-heavy status of the Plan as provided in the MODIFICATION OF
VESTING REQUIREMENTS SECTION of Article X, changes the computation of the
percentage used to determine that portion of a Participant's Account
attributable to Employer Contributions which is nonforfeitable (whether directly
or indirectly), each Participant or former Participant

(b) whose nonforfeitable percentage will be determined on any date after
the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. An election does not need
to be provided for any Participant or former Participant whose nonforfeitable
percentage, determined according to the Plan provisions as changed, cannot at
any time be less than the percentage determined without regard to such change.
The election period shall begin no later than the date the Plan amendment is
adopted, or deemed adopted in the case of a change in the top-heavy status of
the Plan, and end no earlier than the sixtieth day after the latest of the date
the amendment is adopted (deemed adopted) or becomes effective, or the date the
Participant is issued written notice of the amendment (deemed amendment) by the
Employer or the Plan Administrator.

ARTICLE IX 63

<PAGE>

SECTION 9.02--DIRECT ROLLOVERS.

SECTION 9.03--MERGERS AND DIRECT TRANSFERS.

ARTICLE IX 64

<PAGE>

SECTION 9.04--PROVISIONS RELATING TO THE INSURER
AND OTHER PARTIES.

Such Insurer, issuer or distributor is not a party to the Plan, nor bound
in any way by the Plan provisions. Such parties shall not be required to look
to the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

SECTION 9.05--EMPLOYMENT STATUS.

Nothing contained in this Plan gives an Employee the right to be retained
in the Employer's employ or to interfere with the Employer's right to discharge
any Employee.

SECTION 9.06--RIGHTS TO PLAN ASSETS.

SECTION 9.07--BENEFICIARY.

ARTICLE IX 65

<PAGE>

If, at the death of a Participant, there is no Beneficiary named or
surviving, any death benefit under the Group Contract shall be paid under the
applicable provisions of the Group Contract.

SECTION 9.08--NONALIENATION OF BENEFITS.

Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary, spouse or Contingent Annuitant. A
Participant, Beneficiary, spouse or Contingent Annuitant does not have any
rights to alienate, anticipate, commute, pledge, encumber or assign any of such
benefits, except in the case of a loan as provided in the LOANS TO PARTICIPANTS
SECTION of Article V. The preceding sentences shall also apply to the creation,
assignment, or recognition of a right to any benefit payable with respect to a
Participant according to a domestic relations order, unless such order is
determined by the Plan Administrator to be a qualified domestic relations order,
as defined in Code Section 414(p), or any domestic relations order entered
before January 1, 1985.

SECTION 9.09--CONSTRUCTION.

SECTION 9.10--LEGAL ACTIONS.

SECTION 9.11--SMALL AMOUNTS.

No other small amounts payments shall be made.

ARTICLE IX 66

<PAGE>

SECTION 9.12--WORD USAGE.

The masculine gender, where used in this Plan, shall include the feminine
gender and the singular words as used in this Plan may include the plural,
unless the context indicates otherwise.

SECTION 9.13--TRANSFERS BETWEEN PLANS.

(a) The number of whole years of service credited to him under the other
plan as of the date he became an Eligible Employee under this Plan.

(b) One year or a part of a year of service for the applicable service
period in which he became an Eligible Employee if he is credited with
the required number of Hours-of-Service. If the Employer does not have
sufficient records to determine the Employee's actual Hours-of-Service
in that part of the service period before the date he became an
Eligible Employee, the Hours-of-Service shall be determined using an
equivalency. For any month in which he would be required to be
credited with one Hour-of-Service, the Employee shall be deemed for
purposes of this section to be credited with 190 Hours-of-Service.

(c) The Employee's service determined under this Plan using the hours
method after the end of the applicable service period in which he
became an Eligible Employee.

(f) The Employee's service determined under this Plan using the elapsed
time method after the end of the applicable service period under the
other plan in which he became an Eligible Employee.

Any modification of service contained in this Plan shall be applicable to
the service determined pursuant to this section.

ARTICLE IX 67

<PAGE>

ARTICLE X

TOP-HEAVY PLAN REQUIREMENTS

SECTION 10.01--APPLICATION.

The provisions of this article shall supersede all other provisions in the
Plan to the contrary.

For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer as used in this article shall be deemed to include all members
of the Controlled Group unless the term as used clearly indicates only the
Employer is meant.

The accrued benefit or account of a participant which results from
deductible voluntary contributions shall not be included for any purpose under
this article.

The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of Article X
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For
this purpose, the term "employee representatives" does not include any
organization more than half of whose members are employees who are owners,
officers, or executives.

SECTION 10.02--DEFINITIONS.

The following terms are defined for purposes of this article.

AGGREGATION GROUP means

(a) each of the Employer's retirement plans in which a Key Employee is a
participant during the Year containing the Determination Date or one of
the four preceding Years,

(b) each of the Employer's other retirement plans which allows the plan(s)
described in (a) above to meet the nondiscrimination requirement of
Code Section 401(a)(4) or the minimum coverage requirement of Code
Section 410, and

(c) any of the Employer's other retirement plans not included in (a) or (b)
above which the Employer desires to include as part of the Aggregation
Group. Such a retirement plan shall be included only if the
Aggregation Group would continue to satisfy the requirements of Code
Section 401(a)(4) and Code Section 410.

The plans in (a) and (b) above constitute the "required" Aggregation Group.
The plans in (a), (b) and (c) above constitute the "permissive" Aggregation
Group.

COMPENSATION means, as to an Employee for any period, compensation as
defined in the CONTRIBUTION LIMITATION SECTION of Article III. For
purposes of determining who is a Key Employee, Compensation shall

ARTICLE X 68

<PAGE>

include, in addition to compensation as defined in the CONTRIBUTION
LIMITATION SECTION of Article III, elective contributions. Elective
contributions are amounts excludable from the Employee's gross income under
Code Sections 125, 402(e)(3), 402(h) or 403(b), and contributed by the
Employer, at the Employee's election, to a Code Section 401(k) arrangement,
a simplified employee pension, cafeteria plan or tax-sheltered annuity.

For purposes of Compensation as defined in this section, Compensation shall
be limited in the same manner and in the same time as the Compensation
defined in the DEFINITION SECTION of Article I.

DETERMINATION DATE means as to this Plan for any Year, the last day of the
preceding Year. However, if there is no preceding Year, the Determination
Date is the last day of such Year.

KEY EMPLOYEE means any Employee or former Employee (including Beneficiaries
of deceased Employees) who at any time during the determination period was

(a) one of the Employer's officers (subject to the maximum below) whose
Compensation (as defined in this section) for the Year exceeds 50
percent of the dollar limitation under Code Section 415(b)(1)(A),

(b) one of the ten Employees who owns (or is considered to own, under Code
Section 318) more than a half percent ownership interest and one of the
largest interests in the Employer during any Year of the determination
period if such person's Compensation (as defined in this section) for
the Year exceeds the dollar limitation under Code Section 415(c)(1)(A),

(d) a one-percent owner of the Employer whose Compensation (as defined in
this section) for the Year is more than $150,000.

Each member of the Controlled Group shall be treated as a separate employer
for purposes of determining ownership in the Employer.

The determination period is the Year containing the Determination Date and
the four preceding Years. If the Employer has fewer than 30 Employees, no
more than three Employees shall be treated as Key Employees because they
are officers. If the Employer has between 30 and 500 Employees, no more
than ten percent of the Employer's Employees (if not an integer, increased
to the next integer) shall be treated as Key Employees because they are
officers. In no event will more than 50 Employees be treated as Key
Employees because they are officers if the Employer has 500 or more
Employees. The number of Employees for any Plan Year is the greatest
number of Employees during the determination period. Officers who are
employees described in Code Section 414(q)(8) shall be excluded. If the
Employer has more than the maximum number of officers to be treated as Key
Employees, the officers shall be ranked by amount of annual Compensation
(as defined in this section), and those with the greater amount of annual
Compensation during the determination period shall be treated as Key
Employees. To determine the ten Employees owning the largest interests in
the Employer, if more than one Employee has the same ownership interest,
the Employee(s) having the greater annual Compensation shall be treated as
owning the larger interest(s). The determination of who is a Key Employee
shall be made according to Code Section 416(i)(1) and the regulations
thereunder.

NON-KEY EMPLOYEE means a person who is a non-key employee within the
meaning of Code Section 416 and regulations thereunder.

ARTICLE X 69

<PAGE>

PRESENT VALUE means the present value of a participant's accrued benefit
under a defined benefit plan as of his normal retirement age (attained age
if later) or, if the plan provides non-proportional subsidies, the age at
which the benefit is most valuable. The accrued benefit of any Employee
(other than a Key Employee) shall be determined under the method which is
used for accrual purposes for all plans of the Employer or if there is no
one method which is used for accrual purposes for all plans of the
Employer, as if such benefit accrued not more rapidly than the slowest
accrual rate permitted under Code Section 411(b)(1)(C). For purposes of
establishing Present Value, any benefit shall be discounted only for 7.5%
interest and mortality according to the 1971 Group Annuity Table (Male)
without the 7% margin but with projection by Scale E from 1971 to the later
of (a) 1974, or (b) the year determined by adding the age to 1920, and
wherein for females the male age six years younger is used. If the Present
Value of accrued benefits is determined for a participant under more than
one defined benefit plan included in the Aggregation Group, all such plans
shall use the same actuarial assumptions to determine the Present Value.

TOP-HEAVY PLAN means a plan which is a top-heavy plan for any plan year
beginning after December 31, 1983. This Plan shall be a Top-heavy Plan if

(a) the Top-heavy Ratio for this Plan alone exceeds 60 percent and this
Plan is not part of any required Aggregation Group or permissive
Aggregation Group.

(b) this Plan is a part of a required Aggregation Group, but not part of a
permissive Aggregation Group, and the Top-heavy Ratio for the required
Aggregation Group exceeds 60 percent.

(c) this Plan is a part of a required Aggregation Group and part of a
permissive Aggregation Group and the Top-heavy Ratio for the permissive
Aggregation Group exceeds 60 percent.

TOP-HEAVY RATIO means the ratio calculated below for this Plan or for the
Aggregation Group.

(a) If the Employer maintains one or more defined contribution plans
(including any simplified employee pension plan) and the Employer has
not maintained any defined benefit plan which during the five-year
period ending on the determination date has or has had accrued
benefits, the Top-heavy Ratio for this Plan alone or for the required
or permissive Aggregation Group as appropriate is a fraction, the
numerator of which is the sum of the account balances of all Key
Employees as of the determination date and the denominator of which is
the sum of all account balances of all employees as of the
determination date. Both the numerator and denominator of the
Top-heavy Ratio are adjusted for any distribution of an account balance
(including those made from terminated plan(s) of the Employer which
would have been part of the required Aggregation Group had such plan(s)
not been terminated) made in the five-year period ending on the
determination date. Both the numerator and denominator of the
Top-heavy Ratio are increased to reflect any contribution not actually
made as of the Determination Date, but which is required to be taken
into account on that date under Code Section 416 and the regulations
thereunder.

(b) If the Employer maintains one or more defined contribution plans
(including any simplified employee pension plan) and the Employer
maintains or has maintained one or more defined benefit plans which
during the five-year period ending on the determination date has or has
had accrued benefits, the Top-heavy Ratio for any required or
permissive Aggregation Group as appropriate is a fraction, the
numerator of which is the sum of the account balances under the defined
contribution plan(s) of all Key Employees and the Present Value of
accrued benefits under the defined benefit plan(s) for all Key
Employees, and the denominator of which is the sum of the account
balances under the defined contribution plan(s) for all employees and
the Present Value of accrued benefits under the defined benefit

ARTICLE X 70

<PAGE>

plans for all employees. Both the numerator and denominator of the
Top-heavy Ratio are adjusted for any distribution of an account balance
or an accrued benefit (including those made from terminated plan(s) of
the Employer which would have been part of the required Aggregation
Group had such plan(s) not been terminated) made in the five-year
period ending on the determination date.

(c) For purposes of (a) and (b) above, the value of account balances and
the Present Value of accrued benefits will be determined as of the most
recent valuation date that falls within or ends with the 12-month
period ending on the determination date, except as provided in Code
Section 416 and the regulations thereunder for the first and second
plan years of a defined benefit plan. The account balances and accrued
benefits of an employee who is not a Key Employee but who was a Key
Employee in a prior year will be disregarded. The calculation of the
Top-heavy Ratio and the extent to which distributions, rollovers and
transfers during the five-year period ending on the determination date
are to be taken into account, shall be determined according to the
provisions of Code Section 416 and regulations thereunder. The account
balances and accrued benefits of an individual who has performed no
service for the Employer during the five-year period ending on the
determination date shall be excluded from the Top-heavy Ratio until the
time the individual again performs service for the Employer.
Deductible employee contributions will not be taken into account for
purposes of computing the Top-heavy Ratio. When aggregating plans, the
value of account balances and accrued benefits will be calculated with
reference to the determination dates that fall within the same calendar
year.

Account, as used in this definition, means the value of an employee's
account under one of the Employer's retirement plans on the latest
valuation date. In the case of a money purchase plan or target benefit
plan, such value shall be adjusted to include any contributions made for or
by the employee after the valuation date and on or before such
determination date or due to be made as of such determination date but not
yet forwarded to the insurer or trustee. In the case of a profit sharing
plan, such value shall be adjusted to include any contributions made for or
by the employee after the valuation date and on or before such
determination date. During the first Year of any profit sharing plan such
adjustment in value shall include contributions made after such
determination date that are allocated as of a date in such Year. The
nondeductible employee contributions which an employee makes under a
defined benefit plan of the Employer shall be treated as if they were
contributions under a separate defined contribution plan.

VALUATION DATE means, as to this Plan, the last day of the last calendar
month ending in a Year.

YEAR means the Plan Year unless another year is specified by the Employer
in a separate written resolution in accordance with regulations issued by
the Secretary of the Treasury or his delegate.

SECTION 10.03--MODIFICATION OF VESTING REQUIREMENTS.

A Participant's nonforfeitable percentage is 100%. Such percentage is at
all times at least as great as the nonforfeitable percentage required to satisfy
the requirements of Code Section 416.

The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
Article X shall not be forfeited because of a period of reemployment after
benefit payments have begun.

SECTION 10.04--MODIFICATION OF CONTRIBUTIONS.

ARTICLE X 71

<PAGE>

During any Year in which this Plan is a Top-heavy Plan, the Employer shall
make a minimum contribution or allocation on the last day of the Year for each
person who is an Employee on that day and who either was or could have been an
Active Participant during the Year. An Employee is not required to have a
minimum number of hours-of-service or minimum amount of Compensation, or to have
had any Elective Deferral Contributions made for him in order to be entitled to
this minimum. The minimum contribution or allocation for such person shall be
equal to the lesser of (a) or (b) below:

(a) Three percent of such person's Compensation (as defined in this
article).

(b) The "highest percentage" of Compensation (as defined in this article)
for such Year at which the Employer's contributions are made for or
allocated to any Key Employee. The highest percentage shall be
determined by dividing the Employer Contributions made for or allocated
to each Key Employee during such Year by the amount of his Compensation
(as defined in this article), which is not more than the maximum set
out above, and selecting the greatest quotient (expressed as a
percentage). To determine the highest percentage, all of the
Employer's defined contribution plans within the Aggregation Group
shall be treated as one plan. The provisions of this paragraph shall
not apply if this Plan and a defined benefit plan of the Employer are
required to be included in the Aggregation Group and this Plan enables
the defined benefit plan to meet the requirements of Code Section
401(a)(4) or Code Section 410.

If the Employer's contributions and allocations otherwise required under
the defined contribution plan(s) are at least equal to the minimum above, no
additional contribution or reallocation shall be required. If the Employer's
contributions and allocations are less than the minimum above and Employer
Contributions under this Plan are allocated to Participants, any Employer
Contributions (other than those which are allocated on the basis of the amount
made for such person) shall be reallocated to provide the minimum. The
remaining Contributions shall be allocated as provided in the preceding articles
of this Plan taking into account any amount which was reallocated to provide the
minimum. If the Employer's total contributions and allocations are less than
the minimum above after any reallocation provided above, the Employer shall
contribute the difference for the Year.

The minimum contribution or allocation applies to all of the Employer's
defined contribution plans in the aggregate which are Top-heavy Plans. If an
additional contribution or allocation is required to meet the minimum above, it
shall be provided in this Plan.

A minimum allocation under a profit sharing plan shall be made without
regard to whether or not the Employer has profits.

If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under a defined benefit plan of the Employer's
which is a Top-heavy Plan during that same Year, the minimum benefits for him
shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis of the lesser of (c)
two percent of his average pay multiplied by his years of service or (d) twenty
percent of his average pay. Average pay and years of service shall have the
meaning set forth in such defined benefit plan for this purpose.

For purposes of this section, any employer contribution made according to a
salary reduction or similar arrangement shall not apply before the first Yearly
Date in 1985. On and after the first Yearly Date in 1989, any such employer
contributions and employer contributions which are matching contributions, as
defined in Code Section 401(m), shall not apply in determining if the minimum
contribution requirement has been met, but shall apply in determining the
minimum contribution required. Forfeitures credited to a Participant's Account
are treated as employer contributions.

ARTICLE X 72

<PAGE>

The requirements of this section shall be met without regard to
contributions under Chapter 2 of the Code (relating to tax on self-employment),
Chapter 21 of the Code (relating to Federal Insurance Contributions Act), Title
II of the Social Security Act or any other Federal or state law.

SECTION 10.05--MODIFICATION OF CONTRIBUTION LIMITATION.

If the provisions of subsection (e) of the CONTRIBUTION LIMITATION SECTION
of Article III are applicable for any Limitation Year during which this Plan is
a Top-heavy Plan, the benefit limitations shall be modified. The definitions of
Defined Benefit Plan Fraction and Defined Contribution Plan Fraction in the
CONTRIBUTION LIMITATION SECTION of Article III shall be modified by substituting
"1.0" in lieu of "1.25." The optional denominator for determining the Defined
Contribution Plan Fraction shall be modified by substituting "$41,500" in lieu
of "$51,875." In addition, an adjustment shall be made to the numerator of the
Defined Contribution Plan Fraction. The adjustment is a reduction of that
numerator similar to the modification of the Defined Contribution Plan Fraction
described in the CONTRIBUTION LIMITATION SECTION of Article III, and shall be
made with respect to the last Plan Year beginning before January 1, 1984.

The modifications in the paragraph above shall not apply with respect to a
Participant so long as employer contributions, forfeitures or nondeductible
employee contributions are not credited to his account under this or any of the
Employer's other defined contribution plans and benefits do not accrue for such
Participant under the Employer's defined benefit plan(s), until the sum of his
Defined Contribution and Defined Benefit Plan Fractions is less than 1.0.

The modification of the benefit limitation shall not apply if both of the
following requirements are met:

(a) This Plan would not be a Top-heavy Plan if "90 percent" were
substituted for "60 percent" in the definition of Top-heavy Plan.

(b) A Non-key Employee who is not covered under a defined contribution plan
of the Employer, accrues a minimum benefit on, or adjusted to, a
straight life basis equal to the lesser of (a) three percent of his
average pay multiplied by his years of service or (b) twenty percent,
increased by one percentage point (not to exceed ten percentage points)
for each year earned while the benefit limitation is to be modified as
described above, of his average pay.

The account of a Non-key Employee who is covered under only one or more
defined contribution plans of the Employer, is credited with a minimum
employer contribution or allocation under such plan(s) equal to four
percent of the person's Compensation for each year in which the plan is
a Top-heavy Plan.

If a Non-key Employee is covered under both defined contribution and
defined benefit plans of the Employer,

(1) a minimum accrued benefit for such person equal to the amount
determined above for a person who is not covered under a defined
contribution plan is accrued in the defined benefit plan(s) or

(2) a minimum contribution or allocation equal to 7.5 percent of the
person's Compensation for a Year in which the plans are Top-heavy
Plans will be credited to his account under the defined
contribution plans.

ARTICLE X 73

<PAGE>

ARTICLE XI

EMPLOYER SECURITIES

SECTION 11.01--VOTING PROCEDURES.

SECTION 11.02--TRANSACTIONS INVOLVING EMPLOYER SECURITIES.

Participants in the Plan shall be entitled to invest in Employer
Securities.

Once investment in Employer Securities is made available to Eligible
Employees, then it shall continue to be available unless the Plan and Trust is
amended to disallow such available investment.

ARTICLE X 74

<PAGE>

If there is a public market for Employer Securities of the type held by the
Plan, then the Plan Administrator may use as the value of the shares the price
at which shares traded in such market, or an average of the bid and asked prices
for such shares in such market, provided that such value is representative of
the fair market value of such shares in the opinion of the Plan Administrator.
If the Employer Securities do not trade on the annual valuation date or if the
market is very thin on such date, then the Plan Administrator may use the
average of trade prices for a period of time ending on such date, provided such
value is representative of the fair market value of such shares in the opinion
of the Plan Administrator.

For purposes of determining the annual valuation of the Plan and for
reporting to Participants and regulatory authorities, the assets of the Plan
shall be valued at least annually on the Valuation Date which corresponds to the
very last day of the Plan Year. The fair market value of Employer Securities
shall be determined on such a Valuation Date. The average of the bid and asked
prices of Employer Securities as of the date of the transaction shall apply for
purposes of valuing distributions and other transactions of the Plan to the
extent such value is representative of the fair market value of such shares in
the opinion of the Plan Administrator.

All purchases of Employer Securities shall be made at a price, or prices,
which, in the judgment of the Plan Administrator, do not exceed the fair market
value of such Employer Securities.

In the event that the Trustee acquires shares of Employer Securities by
purchase from a "disqualified person" as defined in Code Seciton 4975(e)(2), in
exchange for cash or other assets of the Trust, the terms of such purchase shall
contain the provision that in the event that there is a final determination by
the Internal Revenue Service or court of competent jurisdiction that the fair
market value of such shares of company stock as of the date of purchase was less
than the purchase price paid by the Trustee, then the seller shall pay or
transfer, as the case may be, to the Trustee an amount of cash, shares of
company stock, or any combination thereof equal in value to the difference
between the purchase price and said fair market value for all such shares. In
the event that cash and/or shares of company stock are paid and/or transferred
to the Trustee under this provision, shares of company stock shall be valued at
their fair market value as of the date of said purchase, and interest at a
reasonable rate from the date of purchase to the date of payment shall be paid
by the seller on the amount of cash paid.

The Plan Administrator may direct the Trustee to sell, resell or otherwise
dispose of Employer Securities to any person, including the Employer, provided
that such sales to any disqualified person, including the Employer, will be made
at not less than the fair market value and no commission is charged. Any such
sale will be made in conformance with Section 408(e) of ERISA.

ARTICLE X 75

<PAGE>

In the event the Plan Administrator directs the Trustee to dispose of any
Employer Securities held as Trust Assets under circumstances which require
registration and/or qualification of the securities under applicable Federal or
state securities laws, then the Employer, at its own expense, will take or cause
to be taken any and all such action as may be necessary or appropriate to effect
such registration and/or qualification.

ARTICLE X 76

<PAGE>

By executing this Plan, the Primary Employer acknowledges having counseled
to the extent necessary with selected legal and tax advisors regarding the
Plan's legal and tax implications.

PLAN EXECUTION 77

<PAGE>
EXHIBIT 5(1)

666 Grand Avenue
P. O. Box 9244
Des Moines, Iowa 50306-9244

June 23, 1995

MidAmerican Energy Company
666 Grand Avenue
P.O. Box 9244
Des Moines, Iowa 50306-9244

Ladies and Gentlemen:

I refer to the proposed issuance and sale by you ("Company") of 1,800,000 shares
of authorized but unissued shares of your common stock, without par value
("Shares"), pursuant to the Iowa-Illinois Gas and Electric Company Savings Plan,
the Midwest Power Systems Inc. 401(k) Plan for Bargaining Employees, and the
Midwest Power Systems Inc. 401(k) Plan for Salaried Employees.

I have examined such documents and satisfied myself as to such matters of
procedure, law and fact as I deem relevant for the purposes hereof, and based
upon the foregoing, I advise you that, in my opinion, all requisite action will
have been taken by and before all bodies, including directors and regulatory
authorities, that is necessary to make valid the offering, issuance and sale of
the Shares when the following additional steps shall have been taken:

(1) The proposed offering, issuance and sale of the Shares shall have
been authorized by your Board of Directors;

(2) Your proposed registration statement on Form S-8 relating to the
Shares being filed with the Securities and Exchange Commission ("Commission")
under the Securities Act of 1933, as amended, ("Act"), and any required
amendments and post-effective amendments thereto shall have become effective;

<PAGE>

MidAmerican Energy Company
June 23, 1995

Page 2

(3) The Shares shall have been issued and sold on the terms
contemplated by your registration statement and in accordance with the
authorizations of the Board of Directors of the Company and the applicable
provisions of the Iowa Business Corporation Act;

(4) The Federal Energy Regulatory Commission and the Illinois
Commerce Commission shall have issued the appropriate orders upon an application
with respect to the Shares filed with the Federal Energy Regulatory Commission
and the Illinois Commerce Commission; and

(5) All statutory fees imposed upon or by reason of the issuance of
the Shares shall have been paid.

I am further of the opinion that no action of any state or federal regulatory
authority, other than the Commission under the Act and the Securities Exchange
Act of 1934, as amended, and the Federal Energy Regulatory Commission and the
Illinois Commerce Commission, is required with respect to the proposed offering,
issuance and sale of the Shares, and that when the additional steps set forth
above shall have been taken the Shares will be legally issued, fully paid and
nonassessable.

I do not find it necessary for the purposes of this opinion, and accordingly I
do not purport herein, to cover the application of blue sky or securities laws
of various states relating to sales of the Shares.

I consent that copies of this opinion letter may be filed with the Commission in
connection with your registration statement on Form S-8 with respect to the
Shares, and to the references to my name under the caption "Legal Matters" in
such registration statement being filed with the Commission on the date hereof.

Sincerely,

John A. Rasmussen, Jr.
- ---------------------------------
John A. Rasmussen, Jr., Esq.
Counsel for MidAmerican Energy Company

<PAGE>

Exhibit 23(1)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated July 1,
1995, included in MidAmerican Energy Company's July 3, 1995 Form 8-K, and our
reports dated January 27, 1995, included in Midwest Resources Inc.'s Form 10-K
for the year ended December 31, 1994 and Midwest Power Systems Inc.'s Form 10-K
for the year ended December 31, 1994, and our reports dated April 21, 1995,
included in Midwest Power Systems Inc. 401(k) Plan for Salaried Employees'
Form 11-K for the year ended December 31, 1994 and included in Midwest Power
Systems Inc. 401(k) Plan for Bargaining Unit Employees' Form 11-K for the year
ended December 31, 1994, and to all references to our Firm included in this
Registration Statement.

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

Chicago, Illinois
July 1, 1995

<PAGE>

Exhibit 23(1)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
January 28, 1993, covering the consolidated balance sheet and statement of
capitalization of Iowa-Illinois Gas and Electric Company and Subsidiary Company
("Iowa-Illinois") as of December 31, 1992 and the related statements of income,
retained earnings and cash flows for the year then ended, included in the Iowa-
Illinois Form 10-K for the year ended December 31, 1994, (Commission file
number 1-3573), and to all references to our Firm included in this Registration
Statement. It should be noted that we have not audited any financial statements
of Iowa-Illinois subsequent to December 31, 1992, or performed any audit
procedures subsequent to the date of our report.

/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP

Chicago, Illinois
July 1, 1995

<PAGE>

Exhibit 23(2)

[DELOITTE & TOUCHE LLP]

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
MidAmerican Energy Company on Form S-8 of our reports dated January 25, 1995 and
June 9, 1995, appearing in and/or incorporated by reference in the Annual Report
on Form 10-K of Iowa-Illinois Gas and Electric Company for the year ended
December 31, 1994 and in the Annual Report on Form 11-K of Iowa-Illinois Gas and
Electric Company Savings Plan for the year ended December 31, 1994,
respectively.

/s/ Deloitte & Touche LLP

July 1, 1995

<PAGE>
Exhibit 24

POWER OF ATTORNEY

The undersigned does hereby appoint Paul J. Leighton and John A. Rasmussen,
Jr., and each of them severally, his true and lawful attorneys, with full power
of substitution in his name, place and stead, to execute on his behalf a
registration statement on Form S-8 to be filed pursuant to the Securities Act of
1933, as amended, in connection with the registration of common stock, no par
value, of MidAmerican Energy Company and any and all amendments thereto, and
other documents relating thereto, including exhibits, and to file the same with
the Securities and Exchange Commission. Each of such attorneys shall have full
power and authority to do and perform each and every act with or without the
others.

IN WITNESS WHEREOF, the undersigned have duly executed this instrument as
of July 3, 1995.

MIDAMERICAN ENERGY COMPANY

By: Lance E. Cooper
-----------------------------------------------------
Lance E. Cooper
Group Vice President, Finance and Accounting
(Principal Accounting Officer and Principal
Financial Officer)

<PAGE>

POWER OF ATTORNEY

The undersigned hereby appoints Lance E. Cooper, Brent E. Gale, Paul J.
Leighton and John A. Rasmussen, Jr., and each of them severally, the
undersigned's true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for and in the undersigned's name, place and
stead, in any and all capacities to sign a registration statement or
registration statements on Form S-8 for the registration under the Securities
Act of 1933, as amended, of the common stock of MidAmerican Energy Company, an
Iowa corporation (the "Company"), and interests in the MidAmerican Energy
Company employee stock purchase plan, and 401(k) salary deferral or savings
plans, and any and all amendments (including post-effective amendments) to such
registration statement(s), and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, and any documents relating to the qualification or registration
under state Blue Sky or securities laws of such states, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes the undersigned
might or could do in person, ratifying and confirming all that such attorneys-
in-fact and agents, or any of them, or their or any individual attorney-in-fact
and agent's substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Further, that the undersigned hereby constitutes and appoints the above-
named attorneys-in-fact and agents, with full power of substitution and
resubstitution for and in the undersigned's name, place and stead, in any and
all capacities to sign a registration statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of the common stock of the
Company, and interests in the MidAmerican Energy Company dividend reinvestment
and stock purchase plan and any and all amendments (including post-effective
amendments) to such registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and any documents relating to the
qualification or registration under state Blue Sky or securities laws of such
states, granting unto such attorneys-in-fact and agents, and each of them, full
power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes the undersigned might or could do in person, ratifying and confirming
all that such attorneys-in-fact and agents, or any of them, or their or any
individual attorney-in-fact and agent's substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
29th day of May, 1995.

John W. Aalfs
--------------------------------------------
John W. Aalfs
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that John W. Aalfs, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.

WITNESS my hand and seal this 5th day of June, 1995.

Julie A. Williams
--------------------------------------------

My commission expires 7/7/97
--------------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
30th day of May, 1995.

Betty T. Asher
-----------------------------------------
Betty T. Asher
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Donna Hahn, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Betty T. Asher, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that she signed and delivered the
said instrument as her free and voluntary act, for the uses and purposes therein
set forth.

WITNESS my hand and seal this 30th day of May, 1995.

Donna Hahn
-----------------------------------------

My commission expires 10/26/96
------------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
1st day of June, 1995.

Robert A. Burnett
------------------------------------------
Robert A. Burnett
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Robert A. Burnett, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.

WITNESS my hand and seal this 1st day of June, 1995.

Julie A. Williams
-------------------------------------------

My commission expires 7/7/97
----------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
30th day of May, 1995.

Ross D. Christensen
-------------------------------------------
Ross D. Christensen
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Ross D. Christensen, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.

WITNESS my hand and seal this 30th day of May, 1995.

Julie A. Williams
--------------------------------------------

My commission expires 7/7/97
------------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
1st day of June, 1995.

Russell E. Christiansen
------------------------------------------
Russell E. Christiansen
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Russell E. Christiansen, personally known to
me to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.

WITNESS my hand and seal this 1st day of June, 1995.

Julie A. Williams
---------------------------------------

My commission expires 7/7/97
--------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
29th day of May, 1995.

Jack W. Eugster
-----------------------------------------
Jack W. Eugster
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Jack W. Eugster, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.

WITNESS my hand and seal this 29th day of May, 1995.

Julie A. Williams
------------------------------------------

My commission expires 7/7/97
-------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
13th day of June, 1995.

Nolden Gentry
-------------------------------------------
Nolden Gentry
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Nolden Gentry, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.

WITNESS my hand and seal this 13th day of June, 1995.

Julie A. Williams
-----------------------------------------

My commission expires 7/7/97
-------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
1st day of June, 1995.

James M. Hoak, Jr.
--------------------------------------------
James M. Hoak, Jr.
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that James M. Hoak, Jr., personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.

WITNESS my hand and seal this 1st day of June, 1995.

Julie A. Williams
------------------------------------------

My commission expires 7/7/97
----------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
5th day of June, 1995.

Robert L. Peterson
------------------------------------------
Robert L. Peterson
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Robert L. Peterson, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he/she signed and
delivered the said instrument as his/her free and voluntary act, for the uses
and purposes therein set forth.

WITNESS my hand and seal this 29th day of May, 1995.

Julie A. Williams
------------------------------------------

My commission expires 7/7/97
------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
1st day of June, 1995.

Richard L. Lawson
------------------------------------------
Richard L. Lawson
DISTRICT OF COLUMBIA )
) ss.
)

I, Ann Marie Jacob, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Richard L. Lawson, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.

WITNESS my hand and seal this 1st day of June, 1995.

Ann Marie Jacob
-----------------------------------------

My commission expires 7/31/98
---------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
30th day of May, 1995.

Richard A. Schneider
-------------------------------------------
Richard A. Schneider
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Richard A. Schneider, personally known to me
to be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.

WITNESS my hand and seal this 30th day of May, 1995.

Julie A. Williams
-------------------------------------------

My commission expires 7/7/97
-------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.

Stanley J. Bright
--------------------------------------------
Stanley J. Bright
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Stanley J. Bright, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.

WITNESS my hand and seal this 26th day of June, 1995.

Julie A. Williams
-------------------------------------------

My commission expires 7/7/97
-------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.

John W. Colloton
--------------------------------------
John W. Colloton
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that John W. Colloton, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.

WITNESS my hand and seal this 26th day of June, 1995.

Julie A. Williams
-----------------------------------------

My commission expires 7/7/97
---------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.

Frank S. Cottrell
--------------------------------------------
Frank S. Cottrell
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Frank S. Cottrell, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.

WITNESS my hand and seal this 26th day of June, 1995.

Julie A. Williams
--------------------------------------------

My commission expires 7/7/97
------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.

William C. Fletcher
--------------------------------------------
William C. Fletcher
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that William C. Fletcher, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.

WITNESS my hand and seal this 26th day of June, 1995.

Julie A. Williams
------------------------------------------

My commission expires 7/7/97
--------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.

Mel Foster Jr.
-----------------------------------------
Mel Foster Jr.
STATE OF IOWA )
) ss.
COUNTY OF SCOTT )

I, Donna J. Orme, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Mel Foster Jr., personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.

WITNESS my hand and seal this 26th day of June, 1995.

Donna J. Orme
------------------------------------------

My commission expires 3/25/96
------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.

Nancy L. Seifert
-----------------------------------------
Nancy L. Seifert
STATE OF IOWA )
) ss.
COUNTY OF LYNN )

I, Regina R. Huggins, Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Nancy L. Seifert, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that she signed and delivered the
said instrument as her free and voluntary act, for the uses and purposes therein
set forth.

WITNESS my hand and seal this 26th day of June, 1995.

Regina R. Huggins
------------------------------------------

My commission expires 10/19/95
------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.

W. Scott Tinsman
-----------------------------------------
W. Scott Tinsman
STATE OF IOWA )
) ss.
COUNTY OF SCOTT )

I, Deborah L. Olson, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that W. Scott Tinsman, personally known to me to be
the same person whose name is subscribed to the foregoing instrument, appeared
before me this day in person, and acknowledge that he signed and delivered the
said instrument as his free and voluntary act, for the uses and purposes therein
set forth.

WITNESS my hand and seal this 26th day of June, 1995.

Deborah L. Olson
------------------------------------------

My commission expires 4/8/96
------------------------

<PAGE>

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has duly executed this instrument this
26th day of June, 1995.

Leonard L. Woodruff
-----------------------------------------
Leonard L. Woodruff
STATE OF IOWA )
) ss.
COUNTY OF POLK )

I, Julie A. Williams, a Notary Public in and for said County, in the State
aforesaid, DO HEREBY CERTIFY that Leonard L. Woodruff, personally known to me to
be the same person whose name is subscribed to the foregoing instrument,
appeared before me this day in person, and acknowledge that he signed and
delivered the said instrument as his free and voluntary act, for the uses and
purposes therein set forth.

WITNESS my hand and seal this 26th day of June, 1995.

Julie A. Williams
------------------------------------------

My commission expires 7/7/97
------------------------