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Employees' Deferred Profit Sharing Retirement Plan - Bio-Rad Laboratories Inc.

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				  Bio-Rad Laboratories, Inc.

	  Employees' Deferred Profit Sharing Retirement Plan


	 (As Amended and Restated Effective January 1, 1989, and Including
	   Additional Amendments Adopted Through December 31, 1994)

<PAGE>

				  Bio-Rad Laboratories, Inc.
	  Employees' Deferred Profit Sharing Retirement Plan

				   TABLE OF CONTENTS

																	Page

ARTICLE 1.  NAME, EFFECTIVE DATE, PURPOSE AND CONSTRUCTION             1
  1.01      Plan Name                                                 1
  1.02      Effective Date                                            1
  1.03      Purpose and History                                       1
  1.04      Construction                                              2
  1.05      Employment Relationship Not Affected                      3
  1.06      Terminated Participants Not Affected                      3

ARTICLE 2.  DEFINITIONS                                                4
  2.01      Account                                                   4
  2.02      Affiliated Employer                                       4
  2.03      Allowable Compensation                                    4
  2.04      Alternate Payee                                           5
  2.05      Beneficiary                                               5
  2.06      Break in Service                                          5
  2.07      Code                                                      5
  2.08      Committee                                                 5
  2.09      Date of Hire                                              5
  2.10      Deferred Retirement Date                                  5
  2.11      Determination Date                                        5
  2.12      Direct Rollover                                           5
  2.13      Disability                                                5
  2.14      Distributee                                               5
  2.15      Eligible Employee                                         6
  2.16      Eligible Participant                                      6
  2.17      Eligible Retirement Plan                                  6
  2.18      Eligible Rollover Distribution                            6
  2.19      Employee                                                  6
  2.20      Employer                                                  6
  2.21      Entry Date                                                6
  2.22      ERISA                                                     6
  2.23      General Trust Fund                                        6
  2.24      Highly Compensated Employee                               7
  2.25      Hour of Service                                           8
  2.26      Inactive Participant                                      8
  2.27      Key Employee                                              8

<PAGE>

  2.28      Leased Employee                                           9
  2.29      Non-Highly Compensated Employee                           9
  2.30      Non-Key Employee                                          9
  2.31      Normal Retirement Date                                    9
  2.32      Owner                                                     9
  2.33      Participant                                              10
  2.34      Plan                                                     10
  2.35      Plan Administrator                                       10
  2.36      Plan Compensation                                        10
  2.37      Plan Year                                                10
  2.38      Profit Sharing Account                                   10
  2.39      Qualified Domestic Relations Order (QDRO)                10
  2.40      Service                                                  10
  2.41      Spousal Consent                                          11
  2.42      Suspense Account                                         11
  2.43      TEFRA                                                    11
  2.44      Testing Compensation                                     11
  2.45      Top-Heavy Plan                                           12
  2.46      Trust                                                    13
  2.47      Trust Agreement                                          13
  2.48      Trust Fund                                               13
  2.49      Trustee                                                  13
  2.50      Valuation Date                                           13
  2.51      List of Terms Defined Elsewhere                          13

ARTICLE 3.  ELIGIBILITY, PARTICIPATION AND BENEFICIARY DESIGNATION    14
  3.01      Definitions                                              14
  3.02      Participation                                            14
  3.03      Beneficiary Designation                                  15
  3.04      Change from Ineligible to Eligible Employee              15
  3.05      Former Employee Rehired                                  15
  3.06      Committee Determines Eligibility                         16

<PAGE>

ARTICLE 4.  CONTRIBUTIONS                                             17
  4.01      Employer Contributions                                   17
  4.02      Timing of, Limitations on and Return of Employer
			  Contributions                                          18

ARTICLE 5.  ALLOCATION OF CONTRIBUTIONS                               19
  5.01      Definitions                                              19
  5.02      Allocation Methods                                       19
  5.03      Limitations on Annual Allocations                        19
  5.04      Restoration Procedures                                   20

ARTICLE 6.  VESTING OF ACCOUNTS                                       22
  6.01      Automatic Vesting                                        22
  6.02      Vesting Based of Service                                 22
  6.03      Top-Heavy Vesting                                        23
  6.04      Years of Service for Vesting                             24
  6.05      Forfeitures and Restorations                             24
  6.06      No Divestment                                            26
  6.07      Amendment to Vesting                                     26
  6.08      Failure to Locate Recipient                              26

ARTICLE 7.  ALLOCATION OF TRUST INCOME OR LOSS                        27
  7.01      Determination of Net Income                              27
  7.02      Valuation                                                27
  7.03      Valuation Dates                                          27
  7.04      Special Valuation Dates at Committee Discretion          27

ARTICLE 8.  PARTICIPANTS' ACCOUNTS                                    28
  8.01      Separate Accounts                                        28
  8.02      Statement of Accounts                                    28
  8.03      Valuation of Account When Payment Due                    28

<PAGE>

ARTICLE 9.  DISTRIBUTIONS AND WITHDRAWALS                             29
  9.01      General                                                  29
  9.02      Administrative Rules                                     29
  9.03      Timing of Distributions                                  29
  9.04      Treatment of Deferred Amounts                            31
  9.05      Methods of Distribution                                  31
  9.06      Distribution in Periodic Payments                        32
  9.07      Distribution Upon Death of Participant                   32
  9.08      Distributions to Minors or Legally Incompetent
			  Persons                                                33
  9.09      Direct Rollover of Eligible Rollover Distributions       33
  9.10      Withholding on Distributions                             33
  9.11      Tax Information To Be Provided                           34

ARTICLE 10. SERVICE                                                   35
  10.01     Definitions                                              35
  10.02     Crediting of Hours Subject to DOL Regulation             37
  10.03     Hours of Service Equivalency                             37

ARTICLE 11. FIDUCIARY RESPONSIBILITY                                  38
  11.01     Named Fiduciaries                                        38
  11.02     Fiduciary Standards                                      38
  11.03     Fiduciaries Liable for Breach of Duty                    38
  11.04     Fiduciary May Employ Agents                              38
  11.05     Authority Outlined                                       39
  11.06     Fiduciaries Not to Engage in Prohibited Transactions     40

ARTICLE 12. ADMINISTRATIVE COMMITTEE                                  41
  12.01     Appointment of Administrative Committee                  41
  12.02     Committee Operating Rules                                41
  12.03     Duties of Plan Administrator                             41
  12.04     Recordkeeping Duties of the Committee                    41
  12.05     Committee Powers                                         42
  12.06     Committee to Establish Funding Policy                    42
  12.07     Committee May Retain Advisors                            42
  12.08     Claims Procedure                                         43
  12.09     Committee Indemnification                                44

<PAGE>

ARTICLE 13. INVESTMENTS AND LOANS                                     45
  13.01     Investment Authority                                     45
  13.02     Use of Mutual or Commingled Funds Permitted              45
  13.03     Trustees May Hold Necessary Cash                         45
  13.04     Trustees to Act Upon Committee Instruction               45
  13.05     Appointment of Investment Manager                        46
  13.06     No Loans Permitted                                       46

ARTICLE 14. TRUSTEE                                                   47
  14.01     Trustees Duties                                          47
  14.02     Indicia of Ownership Must Be in United States            47
  14.03     Permissible Trustees Action                              47
  14.04     Trustee's Fees For Services and Advisors Retained        48
  14.05     Annual Accounting and Asset Valuation                    48
  14.06     Trustee Removal or Resignation                           48
  14.07     Approval of Trustees Accounting                          49
  14.08     Trust Not Terminated Upon Trustees Removal or
			  Resignation                                            49
  14.09     Trustees May Consult With Legal Counsel                  49
  14.10     Trustees Not Required to Verify Identification or
			  Addresses                                              49
  14.11     Individual Trustee Rules                                 50
  14.12     Indemnification of Trustee and Insurance                 50
  14.13     Income Tax Withholding                                   50

ARTICLE 15. AMENDMENT, TERMINATION AND MERGER                         51
  15.01     Trust is Irrevocable                                     51
  15.02     Employer May Amend Trust Agreement                       51
  15.03     Employer May Terminate Plan or Discontinue Profit
			  Sharing Contributions                                  51
  15.04     Timing of Plan Termination                               52
  15.05     Action Required Upon Plan Termination                    52
  15.06     Nonreversion of Assets                                   52
  15.07     Merger or Consolidation Cannot Reduce Benefits           52

ARTICLE 16. ASSIGNMENTS                                               53
  16.01     No Assignment                                            53
  16.02     Qualified Domestic Relations Order Permitted             53

<PAGE>

ARTICLE 17. ADOPTION OF THE PLAN BY AFFILIATED EMPLOYERS              54
  17.01     General                                                  54
  17.02     Written Consent Required                                 54
  17.03     Rights of Member Employer                                54
  17.04     Member Employer May Terminate Participation              55
  17.05     Member Employer Liability                                55

<PAGE>

				  Bio-Rad Laboratories, Inc.
	  Employees' Deferred Profit Sharing Retirement Plan


THIS TRUST AGREEMENT is made and entered into by and between BIO-
RAD  LABORATORIES, INC. (the "Employer") and DAVID  SCHWARTZ  and
JAMES VIGLIENZONE (the "Trustees").


ARTICLE 1.  NAME, EFFECTIVE DATE, PURPOSE AND CONSTRUCTION

1.01 Plan Name

	The Plan set forth in this Trust Agreement shall be known as
	the  Bio-Rad  Laboratories, Inc. Employees' Deferred  Profit
	Sharing Retirement Plan.

1.02 Effective Date

	The general effective date of this amended and restated Plan
	and  Trust  Agreement is January 1, 1989;  however,  certain
	Articles  and  Sections are effective as of the  earlier  or
	later  dates specified therein.  Sections 2.24,  2.28,  2.29
	and 5.01 became effective on January 1, 1987.

1.03 Purpose and History

		 (a)  Purpose

			   The  Plan  is  intended to qualify  as  a  profit
		 sharing   plan   under  section  401(a)   and   related
		 provisions of the Code, and the Trust is intended to be
		 tax-exempt under section 501(a) of the Code.  The  Plan
		 and Trust shall be maintained for the exclusive purpose
		 of   providing  retirement  and  survivor  benefits  to
		 Eligible Employees and their Beneficiaries.

		 (b)  History

			  This Trust Agreement and the Plan contained herein
		 constitute an amendment and complete restatement of the
		 Plan  and Trust Agreement, which first became effective
		 on  January  1, 1973, and which has been  amended  from
		 time to time since that date.

		 (c)  Purposes of Restatement

			   The  principal  purpose  of  this  amendment  and
		 restatement is to comply with the requirements  of  the
		 Tax  Reform Act of 1986 and subsequent legislation  and
		 regulations that became effective prior to  January  1,
		 1995.

							  1
<PAGE>

1.04 Construction

	The  following miscellaneous provisions shall apply  in  the
	construction of the Plan and Trust Agreement:

		 (a)  State Jurisdiction

			   All  matters  relating to the  validity,  effect,
		 interpretation  and administration  of  this  Plan  and
		 Trust Agreement shall be determined in accordance  with
		 ERISA  and, to the extent not preempted by ERISA,  with
		 the laws of the State of Delaware.

		 (b)  Gender

			   Wherever appropriate, words used in the  singular
		 may include the plural or the plural may be read as the
		 singular,  the masculine may include the feminine,  and
		 the  neuter  may  include both the  masculine  and  the
		 feminine.

		 (c)  Application of ERISA and Code References

			   All  references to sections of ERISA or the Code,
		 or  any  regulations  or rulings thereunder,  shall  be
		 deemed   to  refer  to  such  sections  as   they   may
		 subsequently   be   modified,  amended,   replaced   or
		 amplified  by  any  federal  statutes,  regulations  or
		 rulings.

		 (d)  Enforceable Provisions Remain Effective

			   If  any provision of this Plan and Trust are held
		 by  a court of competent jurisdiction to be invalid  or
		 unenforceable, the remaining provisions of the Plan and
		 Trust Agreement shall continue to be fully effective.

		 (e)  Headings

			   Headings  are  inserted for  reference  only  and
		 constitute no part of the construction of this Plan and
		 Trust Agreement.

							  2
<PAGE>

1.05 Employment Relationship Not Affected

	Nothing  in  the  Plan or Trust shall be deemed  a  contract
	between the Employer and any Employee, nor shall the  rights
	or  obligations of the Employer or any Employee to  continue
	or terminate employment at any time be affected hereby.

1.06 Terminated Participants Not Affected

	Notwithstanding  anything to the contrary contained  herein,
	any  person who was a Participant in the Plan prior  to  the
	effective date of this amendment and restatement and who  is
	not  both  a Participant and an Eligible Employee under  the
	amended and restated Plan document, as it is made effective,
	will have his rights and remedies, if any, determined by the
	terms  and conditions of the Plan in effect as of  the  date
	his  participation ceased or the date he  ceased  to  be  an
	Eligible Employee, whichever occurred first.

							  3
<PAGE>

ARTICLE 2.  DEFINITIONS

Terms  that  are  used only in a single Article  (beginning  with
Article  3)  are  generally  defined at  the  beginning  of  that
Article.  Section 2.52 lists the terms so defined.  The following
words  and  phrases are used throughout this Trust Agreement  and
are defined below:

2.01 "Account"  means the aggregate of all records maintained  by
	the Committee for purposes of determining a Participant's or
	Beneficiary's  interest in the Trust Fund and shall  include
	the  Profit  Sharing  Account, as  adjusted  by  such  other
	amounts properly credited or debited to such Account.

2.02 "Affiliated  Employer"  means any  corporation  which  is  a
	member of a controlled group of corporations (as defined  in
	section 414(b)) of the Code which includes the Employer, any
	trade  of  business (whether or not incorporated)  which  is
	under  common control (as defined in section 414(c)  of  the
	Code)  with the Employer, any organization (whether  or  not
	incorporated)  which  is a member of an  affiliated  service
	group  (as  defined  in section 414(m)  of  the  Code  which
	includes the Employer, and any other entity required  to  be
	aggregated  with the Employer pursuant to regulations  under
	section 414(o) of the Code.

2.03 "Allowable Compensation" for purposes of determining the Top-
	Heavy minimum contributions, and for purposes of determining
	the  limitations on allocations pursuant to Article 5, means
	the  total  of  all  wages, salaries, fees for  professional
	services  and  other  amounts paid by  the  Employer  or  an
	Affiliated   Employer  during  a  Limitation   Year   to   a
	Participant for services actually rendered in the course  of
	employment including (but not limited to) bonuses, overtime,
	commissions   and  incentive  compensation,  but   excluding
	amounts which are contributed to a retirement plan, deferred
	compensation  plan or other plan and which are not  included
	as  taxable income for such year, or amounts which  are  not
	deemed  to be income for current services rendered  such  as
	amounts  realized  from the sale, exercise  or  exchange  of
	Employer  stock  or  stock options.  Allowable  Compensation
	shall  not  include amounts which a Participant  elected  to
	have the Employer contribute on his behalf for the Plan Year
	as  a  salary  deferral contribution under any plan  of  the
	Employer.

	For  Plan  Years beginning after 1988 and before  1994,  the
	Allowable  Compensation taken into account for a Participant
	shall  not exceed $200,000, as adjusted pursuant to  section
	401(a)(17) of the Code.  Effective for Plan Years  beginning
	after  1993,  the Allowable Compensation taken into  account
	for  a Participant shall not exceed $150,000, as indexed for
	inflation  in  increments of $10,000,  pursuant  to  section
	401(a)(17) of the Code.  The applicable annual dollar  limit
	applies  to the aggregate Allowable Compensation paid  to  a
	Highly  Compensated  Employee who is a  five  percent  Owner
	and/or  a  Highly Compensated Employee in a group consisting
	of  the 10 most highly compensated employees of the Employer
	and such individual's spouse and lineal descendants who have
	not attained age 19 before the end of the Plan Year.  If, as
	a  result of the application of the family aggregation rule,
	the annual dollar limit is exceeded, then the limit shall be
	pro-rated  among the affected individuals in  proportion  to
	each  such individual's Allowable Compensation as determined
	prior to the application of the limit.

							  4
<PAGE>

2.04 "Alternate Payee" means any spouse, former spouse, child  or
	other  dependent of a Participant recognized by a  Qualified
	Domestic Relations Order as having a right to receive all or
	a portion of a Participant's benefits under the Plan.

2.05 "Beneficiary"  means any person designated by a  Participant
	to  receive  benefits  upon the death of  such  Participant,
	subject to the limitations of Section 3.03.

2.06 "Break  in Service" means an Eligibility Computation  Period
	(as  defined  in  Section 3.01(b)) in which an  Employee  is
	credited with 500 or fewer Hours of Service.

2.07 "Code" means the Internal Revenue Code of 1986, as it may be
	amended from time to time.

2.08 "Committee"  means  the Administrative Committee  designated
	under Article 12.

2.09 "Date  of  Hire"  means the date on which an Employee  first
	performs an Hour of Service for the Employer.

2.10 "Deferred   Retirement  Date"  means  the  date  of   actual
	retirement from the Employer by a Participant who remains in
	the  employ  of  the  Employer after  attaining  his  Normal
	Retirement Date.

2.11 "Determination Date" means, with respect to any  Plan  Year,
	the last day of the preceding Plan Year.

2.12 "Direct  Rollover"  means  a payment  by  the  Plan  to  the
	Eligible Retirement Plan specified by the Distributee.

2.13 "Disability"   means   the   permanent   incapacity   of   a
	Participant,  by  reason of physical or mental  illness,  to
	perform  his  usual  duties for the Employer,  resulting  in
	termination  of  his service with the Employer.   Disability
	shall  be  determined  by the Committee  in  a  uniform  and
	nondiscriminatory   manner  after  consideration   of   such
	evidence as it may require, which shall include a report  of
	such physician or physicians as it may designate.

2.14 "Distributee" means an Employee or former Employee to whom a
	plan  distribution is payable.  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
	are  Distributees with regard to the interest of the  spouse
	or former spouse.

							  5
<PAGE>

2.15 "Eligible  Employee" has the meaning set  forth  in  Section
	3.01.

2.16 "Eligible  Participant"  means  an  Eligible  Employee   who
	completed  at  least 1,000 Hours of Service in the  relevant
	Plan Year, and who was a Participant on the last day of  the
	Plan Year.

2.17 "Eligible  Retirement  Plan" means 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 an individual
	retirement annuity.

2.18 "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: (i) 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  10
	years  or  more;  (ii) any distribution to the  extent  such
	distribution  is  required under section  401(a)(9)  of  the
	Code;  (iii)  the portion of any distribution  that  is  not
	includable in gross income; (iv) any aggregate distributions
	which total less than $200 within one taxable year; and  (v)
	in   the  case  of  a  partial  Direct  Rollover  where  the
	Distributee  elects  to  received a  portion  in  cash,  any
	aggregate  distributions that total less than  $500  in  one
	taxable year.

2.19 "Employee" means any person in the Service of the  Employer,
	including Leased Employees, but excluding directors who  are
	not in the Employer's employ in any other capacity.

2.20 "Employer" means Bio-Rad Laboratories, Inc., and such of its
	successors or assigns as may expressly adopt this  Plan  and
	Trust  Agreement and agree in writing to continue this  Plan
	and Trust.

2.21 "Entry  Date" means the first day of the month following  an
	Employee's    satisfaction   of   the   Plan's   eligibility
	requirements.

2.22 "ERISA" means the Employee Retirement Income Security Act of
	1974.

2.23 "General  Trust Fund" means that portion of the  Trust  Fund
	other  than  property and income held as or  for  segregated
	Accounts  or  under  separate  investment  funds  under  the
	provisions of this Trust Agreement.

							  6
<PAGE>

2.24 "Highly  Compensated Employee" means, with  respect  to  any
	Plan Year beginning after December 31, 1986, any Employee of
	the  Employer  or  an Affiliated Employer  (whether  or  not
	eligible  for  participation in the Plan) who satisfies  the
	criteria of Paragraph (a), (b), (c) or (d):

		 (a)  During the Look-Back Year the Employee:

					(1)  Received Testing Compensation in excess
			  of $75,000 (as adjusted pursuant to section 414(q)
			  of the Code);

					(2)  Received Testing Compensation in excess
			  of $50,000 (as adjusted pursuant to section 414(q)
			  of  the Code) and was among the highest 20 percent
			  of  Employees for that year when ranked by Testing
			  Compensation  paid  for that year  excluding,  for
			  purposes  of  determining  the  number   of   such
			  Employees,  such  Employees as  the  Employer  may
			  determines  on  a  consistent  basis  pursuant  to
			  section 414(q)(8) of the Code; or

					(3)   Was  at  any time an  officer  of  the
			  Employer  or  an Affiliated Employer and  received
			  Testing  Compensation greater than 50  percent  of
			  the  dollar  limitation on maximum benefits  under
			  section  415(b)(1)(A) of the Code  for  such  Plan
			  Year.   The  number of officers is limited  to  50
			  (or, if less, the greater of three Employees or 10
			  percent of Employees excluding those Employees who
			  may   be  excluded  in  determining  the  top-paid
			  group).  If no officer has Testing Compensation in
			  excess  of  50  percent of  the  dollar  limit  on
			  maximum benefits under section 415(b)(1)(A) of the
			  Code, the highest-paid officer shall be treated as
			  a Highly Compensated Employee.

		 (b)    During  the  determination  year,  the  Employee
		 satisfies  the criteria under (1), (2) or  (3)  of  (a)
		 above  and is one of the 100 highest paid Employees  of
		 the Employer or an Affiliated Employer.

		 (c)   During  the determination year or  the  look-back
		 year  the Employee was at any time a five percent owner
		 of the Employer.

		 (d)   Notwithstanding the foregoing, Employees who  are
		 nonresident  aliens and who receive  no  earned  income
		 from  the  Employer  or  an  Affiliated  Employer  that
		 constitutes  income  from  sources  within  the  United
		 States  shall be disregarded for all purposes  of  this
		 Section.

							  7
<PAGE>

		 (f)   For  purposes of this Section, the "determination
		 year"  means  the  Plan Year, and the "look-back  year"
		 means  the  12-month period immediately  preceding  the
		 determination  year.  However, to the extent  permitted
		 under  regulations, the Employer may elect to determine
		 the status of Highly Compensated Employees on a current
		 calendar year basis.  Furthermore, for each Plan  Year,
		 the  Employer  may  elect to determine  the  status  of
		 Highly   Compensated  Employees  under  the  simplified
		 snapshot method described in IRS Revenue Procedure  93-
		 42.

		 (g)   The  provisions of this Section shall be  further
		 subject   to  such  additional  requirements   as   are
		 described  in  section  414(q)  of  the  Code  and  its
		 applicable   regulations,  which  shall  override   any
		 aspects of this Section inconsistent therewith.

2.25  "Hour  of  Service" has the meaning set  forth  in  Section
	 10.01(b).

2.26 "Inactive  Participant" means a Participant who  remains  an
	Employee, but who ceases to be an Eligible Employee  because
	of  a  change  in employment status.  Accounts  of  Inactive
	Participants shall share in allocations of contributions  an
	Forfeitures  to the extent provided in Article 5,  and  such
	Accounts  shall  continue to be adjusted  by  other  amounts
	properly  credited or debited to such Accounts  pursuant  to
	Article 7.

2.27 "Key  Employee"  means, with respect  to  a  Plan  Year,  an
	Employee or former Employee (including an deceased Employee)
	who at any time during the testing period, consisting of the
	Plan  Year  containing the Determination Date and  the  four
	preceding Plan Years, is or was:

		 (a)  Officers:

			   An officer, or an Employee with the authority  of
		 an  officer,  of the Employer with Testing Compensation
		 of  more than 50 percent of the applicable dollar limit
		 under   section  415(b)(1)(A)  of  the  Code  for   the
		 applicable  Plan  Year.   However,  no  more  than   50
		 Employees  (or if less, the greater of three  Employees
		 or  10  percent  of  the  total  number  of  Employees,
		 including Leased Employees, who performed services  for
		 the  Employer  at  any time during the  testing  period
		 shall  be  treated  as  officers.   In  addition,  such
		 Employees  who meet the requirements of this  paragraph
		 and  who  had  the largest annual Testing  Compensation
		 from  the Employer in any Plan Year during the  testing
		 period  shall  first  be counted as  officers,  without
		 regard  to  whether the Employee is a Key Employee  for
		 any other reason; or

							  8
<PAGE>

	(b)  Certain Owners:

					(1)  One of the 10 Employees who (i) are 1/2
			  percent Owners with the largest interests  in  the
			  value of the Employer and (ii) have annual Testing
			  Compensation  from the Employer greater  than  the
			  dollar   limitation   in  effect   under   section
			  415(c)(1)(A)  of the Code for the applicable  Plan
			  Year.   However, if two Employees  have  the  same
			  ownership  interest  in the  Employer  during  the
			  testing period, then the Employee with the greater
			  annual Testing Compensation from the Employer  for
			  the  Plan Year during which the ownership interest
			  existed  shall  be  considered to  have  a  larger
			  ownership interest in the Employer; or

				   (2)  A five percent Owner; or

					(3)  A one percent Owner with annual Testing
			  Compensation from the Employer for the  applicable
			  Plan Year of more than $150,000.

	(c)  Beneficiaries:

				A   Beneficiary  of  a  Key  Employee  shall  be
		 considered to be a Key Employee, and a Beneficiary of a
		 Non-Key   Employee  shall  be  considered   a   Non-Key
		 Employee.   Notwithstanding the  above,  the  Committee
		 shall  be  guided  by  the  Code  in  determining   Key
		 Employees for any Plan Year and shall maintain  records
		 adequate to determine Key Employees for any Plan Year.

2.28 "Leased  Employee"  means  any  individual  who  would   not
	otherwise  be  considered an Employee but who  has  provided
	services to the Employer of a type historically performed by
	employees  in the Employer's field of business, pursuant  to
	an agreement between the Employer and any other entity, on a
	substantially full-time basis for a period of at  least  one
	year.   However, effective January 1, 1987, Leased Employees
	will  not  be  considered Employees if they constitute  less
	than  20  percent  of the Employer's Non-Highly  Compensated
	Employees  and  if they are covered by a plan  described  in
	section 414(n)(5) of the Code.

2.29 "Non-Highly Compensated Employee" means an Employee  who  is
	not a Highly-Compensated Employee.

2.30 "Non-Key  Employee" means any Employee  who  is  not  a  Key
	Employee, including Employees who are former Key Employees.

2.31 "Normal  Retirement Date" means the date of a  Participant's
	65th birthday.

2.32 "Owner"  means  any person who owns (within the  meaning  of
	sections  318  and 416(i)(1)(B) of the Code), or  has  owned
	within  the  four  Plan Years prior to the Plan  Year  under
	consideration, a portion of the outstanding stock or  voting
	power  of the Employer.  The ownership percentage of a  five
	percent  Owner  means greater than a five percent  interest,
	that of a one percent Owner means greater than a one percent
	interest and that of a 1/2 percent Owner means greater  than
	1/2 percent interest.

							  9
<PAGE>

2.33 "Participant" means any Employee or former Employee who  has
	begun  participating in the Plan in accordance with  Article
	3, and whose Account, if any, hereunder has not subsequently
	been liquidated.

2.34 "Plan"  means  the  Bio-Rad  Laboratories,  Inc.  Employees'
	Deferred Profit Sharing Retirement Plan.

2.35 "Plan Administrator" means the Administrative Committee.

2.36 "Plan  Compensation"  for any Plan  Year,  for  purposes  of
	Section  5.02 means all amounts paid by the Employer  to  an
	Eligible  Employee  while  a  Participant  with  respect  to
	services  rendered  during  such Plan  Year,  including  all
	amounts  that  a  Participant elected to have  the  Employer
	contribute  on  his behalf for the Plan  Year  as  a  salary
	deferral  or  salary  reduction contribution  under  a  plan
	described in section 401(k) or 125 of the Code.

	For  Plan  Years beginning after 1988 and before  1994,  the
	Plan Compensation taken into account for a Participant shall
	not   exceed  $200,000,  as  adjusted  pursuant  to  section
	401(a)(17) of the Code.  Effective for Plan Years  beginning
	after  1993, the Plan Compensation taken into account for  a
	Participant  shall  not  exceed  $150,000,  as  indexed  for
	inflation  in  increments of $10,000,  pursuant  to  section
	401(a)(17) of the Code.  The applicable annual dollar  limit
	applies to the aggregate Plan Compensation paid to a  Highly
	Compensated  Employee who is a five percent Owner  and/or  a
	Highly Compensated Employee in a group consisting of the  10
	most  highly compensated Employees of the Employer and  such
	individual's  spouse  and lineal descendants  who  have  not
	attained age 19 before the end of the Plan Year.  If,  as  a
	result  of  the application of the family aggregation  rule,
	the annual dollar limit is exceeded, then the limit shall be
	pro-rated  among the affected individuals in  proportion  to
	each such individual's Plan Compensation as determined prior
	to the application of the limit.

2.37 "Plan  Year" means the accounting year of the Plan  and  the
	Trust, which is the 12 consecutive month period ending  each
	December 31.

2.38 "Profit Sharing Account" means a Participant's account under
	the  Plan,  to  which shall be credited the  profit  sharing
	contributions and Forfeitures allocated thereto, along  with
	any earnings thereon.

2.39 "Qualified Domestic Relations Order (QDRO)" has the  meaning
	set forth in section 414(p) of the Code.

2.40 "Service" has the meaning set forth in Article 10.

							  10
<PAGE>

2.41 "Spousal   Consent"  means  written  consent  given   by   a
	Participant's spouse to a designation by the Participant  of
	a primary Beneficiary other than the surviving spouse.  Such
	consent   shall   not  be  valid  unless  the  Participant's
	designation  (i)  includes  the  written  consent   of   the
	surviving  spouse  that  acknowledges  the  effect  of  such
	designation and is witnessed by either a Plan representative
	or  a  notary public, and (ii), where appropriate,  names  a
	specific  Beneficiary or alternate form of payment that  may
	not  be changed without further Spousal Consent (unless  the
	consent or a prior consent expressly permits designations by
	the  Participant without any requirement of further  consent
	by  the spouse).  Such consent shall be effective only as to
	the spouse who signs the consent and, once given, may not be
	revoked by such spouse.  Notwithstanding the foregoing, such
	Spousal  Consent shall not be required if it is  established
	to  the  satisfaction  of  a Plan  representative  that  the
	required  consent  cannot be obtained because  there  is  no
	spouse, because the Participant is legally separated from or
	has been abandoned by the spouse (and the Participant has  a
	court  order to that effect), because the spouse  cannot  be
	located,  or because of other circumstances that are  deemed
	acceptable under applicable regulations,  If a Participant's
	spouse  is legally incompetent to give consent, the spouse's
	legal  guardian  may  do so, even if such  guardian  is  the
	Participant.   A  designation of a  Beneficiary  made  by  a
	Participant and consented to by his spouse may be revoked by
	the Participant in writing without the consent of the spouse
	at  any  time prior to the commencement of benefit  payments
	under  the  Plan.   Any new election must  comply  with  the
	requirements of this Section.

2.42 "Suspense   Account"   means  an  account   established   in
	accordance with the provisions of Section 6.05.

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

2.44 "Testing  Compensation" for purposes of determining  whether
	an  Employee is a Key Employee means the total of all wages,
	salaries,  fees for professional services and other  amounts
	paid  by  the  Employer or an Affiliated Employer  during  a
	Limitation  Year  to  a  Participant for  services  actually
	rendered  in  the  course of employment including  (but  not
	limited   to)  bonuses,  overtime,  commissions,   incentive
	compensation   and  amounts  contributed  by  the   Employer
	pursuant  to  a  salary reduction agreement  which  are  not
	includable in the Employee's gross income under section 125,
	402(a)(8),   402(h)   or  403(b)  of  the   Code.    Amounts
	contributed to a retirement plan other than pursuant to  the
	Code  sections  listed  above or to a deferred  compensation
	plan  or other plan that are not included as taxable  income
	for  such  year shall be excluded, as will amounts that  are
	not  deemed to be income for current services rendered, such
	as  amounts realized from the sale, exercise or exchange  of
	Employer stock or stock options.

							  11
<PAGE>

	For  Plan  Years beginning after 1988 and before  1994,  the
	Testing  Compensation taken into account for  a  Participant
	shall  not exceed $200,000, as adjusted pursuant to  section
	401(a)(17) of the Code.  Effective for Plan Years  beginning
	after 1993, the Testing Compensation taken into account  for
	a  Participant  shall not exceed $150,000,  as  indexed  for
	inflation  in  increments of $10,000,  pursuant  to  section
	401(a)(17) of the Code.  The applicable annual dollar  limit
	applies  to  the aggregate Testing Compensation  paid  to  a
	Highly  Compensated  Employee who is a  five  percent  Owner
	and/or  a  Highly Compensated Employee in a group consisting
	of  the 10 most highly compensated Employees of the Employer
	and such individual's spouse and lineal descendants who have
	not attained age 19 before the end of the Plan Year.  If, as
	a  result of the application of the family aggregation rule,
	the annual dollar limit is exceeded, then the limit shall be
	pro-rated  among the affected individuals in  proportion  to
	each such individual's Plan Compensation as determined prior
	to the application of the limit.

2.45 "Top-Heavy Plan" means the Plan during a Plan Year in  which
	the aggregate value of the Accounts of Key Employees exceeds
	60  percent of the aggregate value of all Accounts under the
	Plan  as of the Determination Date for such Plan Year.   For
	purposes of determining the value of Employees' Accounts  in
	the  Plan,  the  following shall be excluded:  (i)  rollover
	contributions from a non-related employer; (ii) the Accounts
	of  Participants who have not performed any services for the
	Employer  within  the  five  year  period  ending   on   the
	Determination Date; and (iii) the Account of any  individual
	who  was  a  Key Employee with respect to the Plan  for  any
	prior  Plan  Year but is not a Key Employee with respect  to
	the  Plan  for  the applicable Plan Year.  For  purposes  of
	determining  the aggregate value of Accounts and/or  accrued
	benefits  under this Article, distributions  made  within  a
	five  year period ending on the Determination Date shall  be
	included  to  the  extent required  by  applicable  law  and
	regulation.

		 (a)  Required Aggregation To Determine Top-Heaviness

			   If  (i)  a Key Employee is a Participant in  this
		 Plan  for  any Plan Year and the Employer maintains  or
		 has  maintained  any other plans (including  terminated
		 plans)  in which a Key Employee is a participant within
		 the  five year period ending on the Determination  Date
		 (or  any  of  the  four preceding Plan  Years  of  such
		 plans),   or  (ii)  the  Employer  maintains   or   has
		 maintained   during  this  period   any   other   plans
		 (including terminated plans) that must be combined with
		 this Plan in order to meet the requirements of sections
		 401(a)(4)  or 410 of the Code for any Plan  Year,  then
		 this  Plan's top-heaviness shall be determined for such
		 Plan  Year  by aggregating the Accounts and/or  present
		 value of accrued benefits of participants in this  Plan
		 and all other such plans.

							  12
<PAGE>

		 (b)  Permissive Aggregation To Determine Top-Heaviness

			   If  the Employer maintains or has maintained  any
		 plans  (including  terminated  plans)  other  than  one
		 described in (a) above, the Committee may aggregate the
		 accounts  and/or present value of accrued  benefits  of
		 participants in any such plan with those of  this  Plan
		 to  determine whether this Plan is a Top-Heavy Plan for
		 any  Plan  Year,  provided  that  the  requirements  of
		 sections  401(a)(4) and 410 of the Code would  continue
		 to  be met by treating this Plan, any plan that must be
		 aggregated with the Plan under (a) above and any  other
		 plan  referred  to in this sentence as  one  unit.   In
		 determining  top-heaviness and the aggregate  value  of
		 Accounts  and/or accrued benefits under  this  Section,
		 the  Committee shall be guided by the provisions of the
		 Code,  including but not limited to section  416(g)  of
		 the Code.

2.46 "Trust"  means  the  legal  entity  created  by  this  Trust
	Agreement as part of the Plan.

2.47 "Trust Agreement" means this Agreement.

2.48 "Trust  Fund"  means  all property and income  held  by  the
	Trustee under the Trust Agreement.

2.49 "Trustee" means DAVID SCHWARTZ and James Viglienzone and any
	duly appointed successor, as provided in Article 14.

2.50 "Valuation  Date" means the last day of each Plan  Year  and
	such  other date as may be designated as provided in Article
	7 for the revaluation of Participants' Accounts.

2.51 List of Terms Defined Elsewhere:        Section

	(a)  "Annual Addition"                  5.01
	(b)  "Eligibility Computation Period"   3.01
	(c)  "Limitation Account"               5.01
	(d)  "Limitation Year"                  5.01
	(e)  "Year of Eligibility Service"      3.01

							  13
<PAGE>

ARTICLE    3.    ELIGIBILITY,   PARTICIPATION   AND   BENEFICIARY
DESIGNATION

3.01 Definitions

		 (a)      "Eligible   Employee"  means   any   Employee,
		 including any Leased Employee, other than any  Employee
		 who  is  classified  by  the  Employer  as  a  "casual"
		 Employee  and  who  has signed an employment  agreement
		 with  the  Employer,  the terms of  which  specifically
		 exclude  retirement benefits as part of such Employee's
		 compensation.

		 (b)     "Eligibility Computation Period" means  the  12
		 consecutive month period beginning with the  Employee's
		 Date of Hire and each anniversary thereafter.

		 (c)      "Year   of  Eligibility  Service"   means   an
		 Eligibility Computation Period in which an Employee  is
		 credited with 1,000 Hours of Service.

3.02 Participation

		 (a)    Continuing Plan Participation

			Each  individual who was an Eligible Employee and  a
		 Participant  in  the  Plan  immediately  preceding  the
		 effective date of this amendment and restatement  shall
		 continue  to be an active Participant on such effective
		 date, provided that he remains an Eligible Employee.

		 (b)    Plan Entry

			 Each   other  Eligible  Employee  shall  become   a
		 Participant  in  the Plan on the Entry Date  coinciding
		 with or next following the later of:

				 (1)   The  last  day  of the first  Eligibility
			  Computation  Period  in which he  completes  1,000
			  Hours of Service; or

				(2)  His attainment of age 18.

		 (c)    Break in Service for Participation

			If  an  Employee  has  a  Break  in  Service  before
		 satisfying the eligibility requirements of this Section
		 3.02, Service before such break will not be taken  into
		 account.

							  14
<PAGE>

3.03 Beneficiary Designation

		 (a)    Designation Procedure

			Each Eligible Employee, upon becoming a Participant,
		 shall  designate  a  Beneficiary  or  Beneficiaries  to
		 receive  benefits under the Plan after  his  death.   A
		 Participant  may change his Beneficiary designation  at
		 any  time.   Each  Beneficiary  designation  shall   be
		 subject  to  any  applicable  requirement  for  Spousal
		 Consent,  and  shall  be in a form  prescribed  by  the
		 Committee.   A  Participant's  Beneficiary  designation
		 shall  be  effective only when filed with the Committee
		 during  the  Participant's lifetime.  Each  Beneficiary
		 designation filed with the Committee shall  cancel  all
		 previously filed Beneficiary designations.

		 (b)    Lack of Designation

		   In the absence of a valid designation by an unmarried
		 Participant or if no designated Beneficiary survives an
		 unmarried   Participant,   his   interest   shall    be
		 distributed to his surviving children, or if there  are
		 no  children, to his surviving parents, or if there are
		 no  surviving children or parents, to his  estate.   In
		 the  absence  of  a  valid  designation  by  a  married
		 Participant or if no designated Beneficiary survives  a
		 married  Participant, his interest shall be distributed
		 to  his  surviving spouse, or if there is no  surviving
		 spouse, then to his estate.

3.04 Change from Ineligible to Eligible Employee

	An  Employee  who  is excluded under Section  3.01  for  any
	period shall be eligible to participate on the first date he
	is  no  longer  excluded, provided that the requirements  of
	Section  3.02 have been satisfied, but not earlier than  the
	Entry  Date on which he would have entered the Plan  had  he
	not been excluded under Section 3.01.

3.05 Former Employee Rehired

	A   former   Employee  who  had  completed  the  eligibility
	requirements of Section 3.02 with the Employer  and  who  is
	reemployed by the Employer shall become a Participant as  of
	the  date of reemployment as an Eligible Employee,  but  not
	earlier  than the Entry Date on which he would have  entered
	the Plan had his employment not terminated.

							  15
<PAGE>

3.06 Committee Determines Eligibility

	Compliance  with  the  eligibility  requirements  shall   be
	determined  by the Committee, which shall also  inform  each
	Employee of his becoming a Participant.  The Committee shall
	provide each Participant with a summary plan description not
	later than 90 days following the date he enters the Plan  or
	within  such other period as may be prescribed by applicable
	law or regulation.

							  16
<PAGE>

ARTICLE 4.  CONTRIBUTIONS

4.01 Employer Contributions

		 (a)    Employer Profit Sharing Contributions

			As  of  the last day of each Plan Year, the Employer
		 may make a profit sharing contribution to the Trust  in
		 such  amount  as  is determined by the  Employer.   The
		 profit  sharing  contribution  shall  be  reduced,   if
		 necessary, by any amounts in Limitation Accounts  under
		 Article 5 attributable to profit sharing contributions.
		 These  contributions will be allocated to Participants'
		 Profit Sharing Accounts as provided in Section 5.02.

 (b)  Restoration Contributions

		   The Employer shall make the contributions required to
		 restore  the  Accounts of Participants as described  in
		 Section  5.04 and Article 6.  These contributions  will
		 be allocated in accordance with their purpose.

		 (c)    Top-Heavy Minimum Contributions

			For  any Plan Year during which the Plan is  a  Top-
		 Heavy Plan, the sum of:

				   (1)     The    Employer's   profit    sharing
			  contributions; and

				 (2)   Profit  sharing Forfeitures allocated  on
			  behalf  of  each  Participant  who  is  a  Non-Key
			  Employee  but is employed by the Employer  on  the
			  last  day of the Plan Year shall not be less  than
			  the lesser of:

						   (A)   Three percent of the  Allowable
				   Compensation paid or accrued to such Employee
				   during the Plan Year; or

							(B)    The  highest  percentage   of
				   Allowable   Compensation  that  is  allocated
				   during  the  Plan Year on behalf of  any  Key
				   Employee in the aggregate:

									 (i)   To his Profit Sharing
						Account under Section 5.02 of this Plan;
						and

									 (ii) From contributions  by
						the Employer to his account in any other
						defined contribution plan; or

						   (C)   Such  other amount  as  may  be
				   prescribed  by regulations under section  416
				   of the Code.

					 For any Plan Year in which the Plan is Top-
			  Heavy,   the   Employer  shall  make   a   minimum
			  contribution  in an amount that is  determined  to
			  meet  the  requirements of this  Section  4.01(c),
			  which  shall  be  allocated  to  the  Accounts  of
			  Participants  who are Non-Key Employees  to  carry
			  out the purpose of this Article.

							  17
<PAGE>

4.02 Timing   of,   Limitations  on  and   Return   of   Employer
	Contributions

		 (a)    Amount and Timing of Contributions

			Employer  contributions shall not exceed  an  amount
		 that  constitutes an allowable deduction under  section
		 404(a)  of the Code.  Employer contributions  shall  be
		 paid  to  the Trustee on or prior to the last  day  for
		 filing  the  Employer's federal income tax  return  for
		 such year, including any extensions of time granted for
		 such filing.  Contributions shall be made in cash.

		 (b)    Return of Employer Contributions

			If an amount is contributed by the Employer due to a
		 mistake  of  fact, the Employer shall  be  entitled  to
		 recover  such amount within one year of the  date  such
		 contribution  is made.  If an amount is contributed  by
		 the  Employer which is disallowed as a deduction  under
		 section 404 of the Code, the Employer shall be entitled
		 to recover such amount within one year of the date such
		 deduction is disallowed.  Trust income attributable  to
		 the  amount  to be recovered shall not be paid  to  the
		 Employer,  but  any  Trust losses attributable  thereto
		 shall reduce such amount.

							  18
<PAGE>

ARTICLE 5.  ALLOCATION OF CONTRIBUTIONS

5.01 Definitions

		 (a)      "Annual  Addition"  means  the  sum  for   the
		 Limitation  Year  to  which  the  allocation   pertains
		 (whether or not allocated in such year) of all Employer
		 and    Employee   contributions   allocated   to    the
		 Participant's  Account for such year under  this  Plan,
		 and  any  other  similar  contributions  to  any  other
		 defined  contribution plan maintained by the  Employer,
		 including any excess deferrals under any qualified cash
		 or deferred arrangement sponsored by the Employer or an
		 Affiliated Employer.

		 (b)     "Limitation Account" means an account expressly
		 set  up  and maintained to hold excess Annual  Addition
		 amounts   contributed  in  error  pursuant  to  Section
		 5.03(b).

		 (c)    "Limitation Year" means the Plan Year.

5.02 Allocation Methods

		 (a)    Top-Heavy Minimum and Restoration Contributions

			Top-heavy minimum and restoration contributions  are
		 allocated as provided in Article 4.

		 (b)    Profit Sharing Allocation

			Employer  profit sharing contributions, Forfeitures,
		 and  amounts  in  Limitation Accounts  attributable  to
		 Profit  Sharing  Accounts for any Plan  Year  shall  be
		 allocated as of the last day of such Plan Year  to  the
		 Profit Sharing Account of each Eligible Participant  in
		 the  ratio  that each such Eligible Participant's  Plan
		 Compensation  bears to the aggregate Plan  Compensation
		 of all Eligible Participants.

5.03 Limitations on Annual Allocations

		 (a)    Limitation Amount

			Notwithstanding any other provision of this Plan  to
		 the  contrary,  the Annual Addition to a  Participant's
		 Account  for any Limitation Year shall not  exceed  the
		 lesser  of  25  percent  of  the  Employee's  Allowable
		 Compensation  or $30,000 (or, if greater,  1/4  of  the
		 dollar  limitation in effect under section 415(b)(1)(A)
		 of  the  Code), or such other amount for the Limitation
		 Year as may be established by regulations under section
		 415(d) of the Code.

							  19
<PAGE>

		 (b)     Treatment  of  Excess Annual Addition  Made  in
		 Error

			In the event that (as a result of the allocation  of
		 Forfeitures,   a  reasonable  error  in  estimating   a
		 Participant's compensation or other limited  facts  and
		 circumstances  that the Internal Revenue Service  finds
		 to   be  acceptable)  an  amount  would  otherwise   be
		 allocated  that  would result in  the  Annual  Addition
		 limitation   being  exceeded  with   respect   to   any
		 Participant, the excess amount shall be eliminated:

				(1)  First, by returning to such Participant, to
			  the   extent   necessary   any   salary   deferral
			  contributions made on his behalf under  any  other
			  defined  contribution plan of the Employer,  along
			  with  investment gains attributable to such salary
			  deferral contributions, to the extent permitted by
			  current law and regulations;

				 (2)   Second,  by  holding  any  excess  profit
			  sharing amounts in a Limitation Account and if the
			  limitation is still exceeded with respect  to  the
			  Participant,  a separate Limitation Account  shall
			  be  maintained with respect to the profit  sharing
			  portions of any remaining excess.  Any amounts  in
			  the Limitation Accounts shall be reallocated among
			  the  appropriate Accounts of Eligible Participants
			  pursuant  to  Section 5.02 as of the last  day  of
			  each  succeeding  Plan Year until  the  excess  is
			  exhausted,  provided  that  the  Annual   Addition
			  limitation with respect to any Participant may not
			  be exceeded in any Limitation Year.  No allocation
			  of  Employer  or  Employee  contributions  may  be
			  credited  to the Accounts of Eligible Participants
			  in  succeeding  years until such excess  has  been
			  exhausted.

5.04 Restoration Procedures

		 (a)    Computing Amounts

			In  the  event  that  a  Participant's  Account  was
		 improperly  excluded in any year from an allocation  of
		 Employer  contributions  and  Forfeitures  pursuant  to
		 Section  5.02,  such  Participant's  Account  shall  be
		 restored  to  its  correct status by  the  addition  of
		 amounts that are determined as follows:

				 (1)   First, an amount will be computed on  the
			  same   basis   as   Employer   contributions   and
			  Forfeitures that were allocated to the Accounts of
			  other Eligible Participants under Section 5.02  in
			  each year for which restoration is necessary; and

							  20
<PAGE>

				 (2)   Second, Trust Fund income, gain  or  loss
			  attributable  to  amounts that  should  have  been
			  allocated under (1) above will be computed on  the
			  same basis as Trust Fund income, gain or loss  was
			  allocated  to  other Participants' Accounts  under
			  Section 7.01 in each year for which restoration is
			  necessary.

		 (b)    Income, Gain or Loss

			In  the  event  that  a  Participant's  Account  was
		 improperly  excluded in any year from an allocation  of
		 Trust  Fund  income, gain or loss pursuant  to  Section
		 7.02,  such Participant's Account shall be restored  to
		 its  correct  status by the addition or subtraction  of
		 amounts  that should have been allocated under  Section
		 7.02 in each year for which restoration is necessary.

		 (c)    Source of Amounts

			 Such   amounts   shall  be  restored   first   from
		 Forfeitures,  if  any;  and  then,  if  necessary,  the
		 Employer  shall contribute an amount that is  necessary
		 to  fully restore each improperly excluded Account.  No
		 Employer   contributions  or   Forfeitures   shall   be
		 allocated  pursuant to Section 5.02 to the  Account  of
		 any  Participant until each improperly excluded Account
		 has been fully restored.

							  21
<PAGE>

ARTICLE 6.  VESTING OF ACCOUNTS

6.01 Automatic Vesting

		 (a)    Retirement or Death

			The  value of a Participant's Employer Account shall
		 become  fully vested when the Participant  attains  his
		 Normal  Retirement Date while an Employee, or upon  his
		 termination of employment by reason of death.

		 (b)    Accident and Sickness Benefit

			The  value  of a Participant's Account shall  become
		 fully  vested  upon his termination  of  employment  by
		 Disability, and shall become payable under Article 9 as
		 an accident and/or sickness benefit as permitted by the
		 applicable sections of the Code and regulations.

6.02 Vesting Based of Service

	Except  as  otherwise provided in Section  6.03  or  Section
	6.05,  a Participant's Employer Account shall become  vested
	in accordance with the following schedule:

		 (a) Effective January 1, 1989:

	  Years of Service         Vesting Percentage

	  Less than 1 year           0%
	  1 year                     0%
	  2 years                    0%
	  3 years                    0%
	  4 years                    0%
	  5 years                  100%

							  22
<PAGE>

		 (b)              Prior to January 1, 1989:

	  Years of Service    Vested Percentage

	  1 year                     0%
	  2 years                    6%
	  3 years                   12%
	  4 years                   18%
	  5 years                   27%
	  6 years                   36%
	  7 years                   45%

	  Years of Service    Vested Percentage

	  8 years                   57%
	  9 years                   69%
	  10 years                  81%
	  11 years or more         100%

			Notwithstanding the foregoing, a Participant with at
		 least three Years of Service as of the adoption date of
		 the  vesting  schedule  shown in Section  6.03(a),  may
		 elect  to have his nonforfeitable percentage calculated
		 pursuant  to  the  vesting schedule  shown  in  Section
		 6.03(b).  Such election shall be made within the period
		 prescribed by Internal Revenue regulations.

6.03 Top-Heavy Vesting

		 (a)               Vesting Changes if Plan Becomes  Top-
		 Heavy

			Except as otherwise provided in this Article 6,  for
		 any Plan Year in which the Plan is a Top-Heavy Plan,  a
		 Participant's  Employer  Account  shall  be  vested  in
		 accordance with the following vesting schedule if  such
		 schedule  results in a greater vested  percentage  than
		 the  percentage otherwise applicable under Section 6.02
		 at any relevant time:

	  Years of Service    Vesting Percentage

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

							  23
<PAGE>

		 (b)               Top-Heavy Vesting Schedule  Continues
		 for Plan

			In  the event that the Plan ceases to be a Top-Heavy
		 Plan  in any subsequent Plan Year, the vesting schedule
		 in Section 6.03(a) shall continue to apply, except that
		 a  Participant who has completed three Years of Service
		 may  elect  to have the vesting schedule set  forth  in
		 Section 6.02(a) apply.

6.04 Years of Service for Vesting

		 (a)              Year of Service

			An  Employee  shall be credited  with  one  year  of
		 Service for each 12 consecutive month period ending  on
		 the  last day of the Eligibility Computation Period  in
		 which he has at least 1,000 Hours of Service.

		 (b)              Termination Prior to Vesting

			If  an  Employee's Service terminates prior  to  his
		 earning  any  vested percentage, his Service  prior  to
		 such  termination  shall  be  disregarded  for  vesting
		 purposes if he is reemployed after he has incurred five
		 consecutive Breaks in Service.

		 (c)              Service Prior to Break in Service

			If an Employee is reemployed by the Employer after a
		 Break  in Service, Service prior to a Break in  Service
		 that  is  eligible to be credited to the Employee  upon
		 reemployment  shall  not be credited  for  purposes  of
		 vesting  until  he has completed one  year  of  Service
		 after such reemployment.

6.05 Forfeitures and Restorations

		 (a)              Suspense Accounts

			Any remainder of a terminating Participant's Account
		 that  is  not vested shall be transferred to a Suspense
		 Account.

		 (b)              Profit Sharing Forfeitures Reallocated

			Forfeitures attributable to Profit Sharing  Accounts
		 during  a  Plan  Year  that are  not  used  to  restore
		 Participant's Accounts as of the last day of such  Plan
		 Year  shall be added to the profit sharing contribution
		 for  such  year and allocated as of such  date  to  the
		 Profit  Sharing  Accounts of Eligible  Participants  as
		 provided in Article 5.

							  24
<PAGE>

		 (c)              No Income or Loss on Suspense Accounts

			Suspense  Accounts shall not share in the allocation
		 of Trust income or loss on any Valuation Date.

		 (d)              Reemployment

			If  the  Participant is reemployed before  incurring
		 five consecutive Breaks in Service, the following rules
		 shall apply:

						   (1)   Restoration If No Distribution.
			  In  the  event the Participant did not  receive  a
			  distribution of his vested interest,  his  Account
			  shall  be fully restored as provided in (3)  below
			  and  shall  be  re-credited as of his reemployment
			  date.

							(2)   Special  Account  Required  If
			  Distribution  Made.  In the event  a  distribution
			  was  made to the Participant, his Suspense Account
			  shall  be  re-credited to his Account  as  of  his
			  reemployment   date  and  shall   be   maintained,
			  together with any undistributed vested interest in
			  the event of a partial distribution, as a separate
			  Account.  A Participant's vested interest in  such
			  separate  Account as of any date of  determination
			  shall  be  determined  by applying  the  following
			  formula:

								Vested interest = P(AB) +  (R  x
			  D)) minus (R x D)

								For  purposes  of  applying  the
			  formula, P is the vested percentage at the date of
			  determination;  AB is the Account balance  at  the
			  date  of  determination; D is the  amount  of  the
			  distribution previously made; and R is  the  ratio
			  of   the   account   balance  at   the   date   of
			  determination  to the Account balance  immediately
			  following the preceding distribution.

						  (3)  Source of Restored Amounts

								(A)   If  the  Suspense  Account
				  established  for  a Participant  has  not  yet
				  been  forfeited, such Suspense  Account  shall
				  be used to restore the Participant's Account.

							   (B)   Otherwise,  amounts  to  be
				  restored  for  any  Plan Year  may  come  from
				  forfeitures  as of the last day  of  the  Plan
				  Year,  from  additional Employer contributions
				  for  such  Plan  Year, from Trust  income,  or
				  from  a  combination  of  these  methods,   as
				  determined by the Committee.

							  25
<PAGE>

		 (e)    No Restoration After Five Consecutive Breaks  in
		 Service

			If  a Participant is reemployed after incurring five
		 consecutive Breaks in Service, no portion of  his  non-
		 vested Account shall be restored, and any undistributed
		 vested interest shall be maintained as a separate fully
		 vested Account.

6.06 No Divestment

	Except  as  provided under Sections 4.02  and  6.08,  or  in
	accordance  with  a  Qualified Domestic Relations  Order,  a
	Participant's  vested  rights  shall  not  be   subject   to
	divestment for any reason.

6.07 Amendment to Vesting

	Notwithstanding any other provision of this  Article  6,  an
	individual  who was a Participant immediately preceding  the
	effective date of any amendment to the Plan shall  have  his
	vested   percentage  determined  in  accordance   with   the
	provisions  of  the Plan as in effect immediately  prior  to
	such  amendment, if such provisions provide a greater vested
	percentage at any relevant time.

6.08 Failure to Locate Recipient

	In  the  event  that  the Committee is unable  to  locate  a
	Participant or Beneficiary who is entitled to payment  under
	the Plan within five years from the date such payment was to
	have  been  made,  the amount to which such  Participant  or
	Beneficiary was entitled shall be declared a forfeiture  and
	shall  be reallocated in accordance with Articles 4  and  5.
	If  the  Participant  or Beneficiary is later  located,  the
	benefit  that  was  previously forfeited hereunder  (without
	adjustment  for  gains or losses) shall be restored  through
	forfeitures   or   by   means  of  an  additional   Employer
	contribution to the Plan.

							  26
<PAGE>

ARTICLE 7.  ALLOCATION OF TRUST INCOME OR LOSS

7.01 Determination of Net Income

	As of each Valuation Date, the Committee shall determine the
	net  income  or loss of the General Trust Fund  based  on  a
	statement from the Trustee of the receipts and disbursements
	of  the Trust Fund since the immediately preceding Valuation
	Date  and  of the fair market value of the Fund  as  of  the
	Valuation  Date.   If one or more separate investment  funds
	have  been established as provided in Article 13, each  fund
	shall  be  valued separately on each Valuation Date,  and  a
	proportionate share of the net income or loss of  each  fund
	shall  be  allocated  to  each  Account  invested  in   such
	investment fund.

7.02 Valuation

	As  of  each  Valuation Date and prior to any allocation  of
	contributions to be made as of such date, the net income  or
	loss  of  the  General  Trust  Fund  since  the  immediately
	preceding  Valuation  Date, including  net  appreciation  or
	depreciation  and any expenses paid by the Trust,  shall  be
	allocated to each Account in the ratio that the value, as of
	the  immediately  preceding Valuation  Date,  of  each  such
	Account  invested  in the General Trust Fund  bears  to  the
	value,  as of the immediately preceding Valuation  Date,  of
	all  Accounts  invested  in the  General  Trust  Fund.   The
	Committee  shall adopt equitable procedures to  establish  a
	proportionate  crediting of Trust income or  loss  to  those
	portions   of   Participants'  Accounts  in  the   case   of
	contributions that have occurred in the interim period since
	the  immediately preceding Valuation Date.  Amounts held  in
	Limitation  or  Suspense  Accounts established  pursuant  to
	Section 5.03 shall not share in Trust Fund income or loss.

7.03 Valuation Dates

	The General Trust Fund shall be valued as of the last day of
	each  Plan  Year  and  as of any other  date  the  Committee
	directs the Trustees to value the Trust Fund, as provided in
	Section 7.04.

7.04 Special Valuation Dates at Committee Discretion

	The  Committee may direct the Trustees to determine the fair
	market  value of the Trust Fund and may make a determination
	of  Trust income or loss as of any date other than the  last
	day  of a Plan Year.  If the allocation of such Trust income
	or  loss  will produce a significant change in the value  of
	Participants' Accounts, and if such valuation shall affect a
	distribution,  then such date shall thereupon  be  deemed  a
	Valuation  Date, and Trust income or loss shall be allocated
	to  Participant's Accounts in accordance with the provisions
	of Section 7.02.

							  27
<PAGE>

ARTICLE 8.  PARTICIPANTS' ACCOUNTS

8.01 Separate Accounts

	The  Committee  shall maintain a separate Account  for  each
	Participant.  Each Participant's Account shall  reflect  the
	amounts allocated thereto and distributed therefrom and such
	other  information  as  affects the value  of  such  Account
	pursuant  to  this  Agreement.  The Committee  may  maintain
	records of Accounts to the nearest whole dollar.

8.02 Statement of Accounts

	As  soon as practicable after the end of each Plan Year, the
	Committee  shall furnish to each Participant a statement  of
	his  Account,  determined as of the end of such  Plan  Year.
	Upon  the  discovery  of any error or miscalculation  in  an
	Account,  the  Committee shall correct  it,  to  the  extent
	correction   is   practically   feasible.    Statements   to
	Participants  are  for  reporting  purposes  only,  and   no
	allocation, valuation or statement shall vest any  right  or
	title  in  any  part  of  the Trust Fund,  nor  require  any
	segregation  of  Trust  assets, except  as  is  specifically
	provided in this Agreement.

8.03 Valuation of Account When Payment Due

	The  amount  of  the  payment  made  to  a  Participant   or
	Beneficiary shall be based on the value of the Participant's
	Account  as of the Valuation Date immediately preceding  his
	termination  date,  plus any contributions  and/or  earnings
	subsequently  credited  to  such  Account,  and  minus   any
	distributions and/or losses subsequently deducted  from  the
	Account.

							  28
<PAGE>

ARTICLE 9.  DISTRIBUTIONS AND WITHDRAWALS

9.01 General

	Benefits under the Plan shall be distributed solely from the
	Trust.  The Employer has no liability or responsibility  for
	Plan  benefits or for the Trust.  No distribution  shall  be
	made or commenced prior to the Participant's termination  of
	employment,  except  as  required under  Sections  9.03  and
	16.02.   Distributions can also be made upon termination  of
	the Plan.

9.02 Administrative Rules

		 (a)   Authority

			Distributions shall be made by the Trustees only  in
		 accordance  with the directions of the Committee.   The
		 Committee has the authority to direct the distributions
		 in  accordance  with the terms and  conditions  of  the
		 Plan,  but  the  Committee  shall  have  no  power   of
		 discretion or consent with regard to a Participant's or
		 Beneficiary's  choice  of  the  form  or  timing  of  a
		 distribution, except as specifically stated  herein  or
		 to  the extent that the Committee is constrained by the
		 options available under the Plan or by the requirements
		 of law or regulation.

		 (b)   Claims

		   A Participant, Beneficiary or Alternate Payee has the
		 right  to  file a claim for benefits as  set  forth  in
		 Section 12.08.

9.03 Timing of Distributions

		 (a)   Amounts Under $3,500

			If,  upon  termination of Service,  a  Participant's
		 vested  Account  does  not exceed $3,500,  distribution
		 shall  be  made  in a lump sum as soon  as  practicable
		 after  the amount can be determined in accordance  with
		 Section 8.03.

							  29
<PAGE>

		 (b)   Amounts Over $3,500

			If,  upon  termination of Service,  a  Participant's
		 vested  Account  exceeds $3,500,  the  Participant  may
		 elect to:

				(1)         Commence distributions  as  soon  as
			  practicable after the amount can be determined;

				(2)         Defer receipt of payments until  his
			  Normal  Retirement  Date  or  his  65th  birthday,
			  whichever is later; or

				(3)        Defer receipt of payments as provided
			  in  (c) below.  Notwithstanding the foregoing,  no
			  payments may be made to a Participant prior to his
			  Normal  Retirement  Date  or  his  65th  birthday,
			  whichever is later, if his vested Account  exceeds
			  $3,500,   unless  the  written  consent   of   the
			  Participant  is  obtained by the Committee  within
			  the  90-day  period prior to commencement  of  the
			  distribution.

		 (c)   Deferring Distributions

			A  Participant who meets the requirements of Section
		 9.03(b) may defer the commencement of a distribution by
		 providing  the Committee with a written, signed  notice
		 specifying  the  date on which the distribution  is  to
		 commence  and  the  distribution  method  to  be  used,
		 provided that:

				(1)        No distribution method chosen by  the
			  Participant shall provide any payment in an amount
			  less than that required under Section 9.06; and

				(2)         In no event shall the provisions  of
			  this   Section   operate  so  as  to   allow   the
			  distribution of a Participant's Accounts to  begin
			  later  than the April 1 following the end  of  the
			  calendar  year in which the Employee attained  age
			  70-1/2.  However, an Employee who attained age 70-
			  1/2  by  January 1, 1988 and did not at  any  time
			  after he attained age 66-1/2 own a five percent or
			  more  interest  in the Employer or  an  Affiliated
			  Employer may delay distribution of benefits  until
			  actual retirement.  Notwithstanding the foregoing,
			  this requirement shall not apply in the case of  a
			  Participant who made a written designation,  prior
			  to  January 1, 1984, to defer commencement of  his
			  distribution  in  a  manner  consistent  with  the
			  requirements  of  applicable law,  regulation  and
			  guidelines as then existed prior to the  enactment
			  of TEFRA.

							  30
<PAGE>

9.04 Treatment of Deferred Amounts

	The vested portion of a Participant's Account shall continue
	to  be  held and invested as an unsegregated Account of  the
	Trust  subject  to  revaluation as provided  in  Article  7.
	However,  at  the  written request of a Participant  or  his
	Beneficiary, such Account shall be transferred to an insured
	savings  account, to a certificate of deposit  or  to  other
	similar  instrument, which shall be part of this  Trust  and
	shall  be  subject  to all the provisions hereof.   Interest
	earned  by any such insured savings account, certificate  of
	deposit  or  similar instrument shall be  credited  to  such
	Participant's Account.

9.05 Methods of Distribution

		 (a)   Methods

			Distribution to any Participant or Beneficiary shall
		 be made, in whole or in part:

			   (1)        In a lump sum;

			   (2)        In cash installments, payable at least
			  annually,  over  a  period of  years  meeting  the
			  requirements of Section 9.06;

				(3)         In  any combination of the foregoing
			  methods of distribution.

		 (b)   Participant Choice

			The  Participant  may  choose  any  of  the  methods
		 described in (a); provided that in the event  that  the
		 Participant's  vested Account does not  exceed  $3,500,
		 payment shall be made in a lump sum.

		 (c)   Equal Value

			All  methods  of  distribution  with  respect  to  a
		 Participant or Beneficiary shall be of equal  value  as
		 of the date payments are to commence.

		 (d)   Timing

			If the amount of a distribution cannot be determined
		 by  the  date specified under Section 9.03, payment  of
		 benefits,  retroactive to such date, shall be  made  or
		 shall  begin  no later than 60 days after the  earliest
		 date  on  which the amount of the distribution  can  be
		 determined.

							  31
<PAGE>

9.06 Distribution in Periodic Payments

		 (a)   Minimum Distributions

			 If  the  distribution  to  a  Participant  includes
		 periodic  payments, the amounts shall be calculated  in
		 accordance  with the life expectancy of the Participant
		 or   life  expectancies  of  the  Participant  and  his
		 Beneficiary,  except as provided  in  (b)  below.   The
		 requirements  of current law or subsequent  superseding
		 law  shall  govern the amount of minimum  distributions
		 payable.   For purposes of the computation  of  minimum
		 distributions, the life expectancy of a Participant and
		 his  spouse may be redetermined annually, to the extent
		 permitted by applicable law and regulation.

		 (b)   Pre-TEFRA Designation

			The  provisions of (a) above shall not apply in  the
		 case   of   a  Participant  who  has  made  a   written
		 designation,  prior  to January  1,  1984,  to  receive
		 distributions  in  periodic  payments   in   a   manner
		 consistent  with  the requirements of  applicable  law,
		 regulations and guidelines as they existed prior to the
		 enactment of TEFRA.

9.07 Distribution Upon Death of Participant

		 (a)   Distribution Made to Participant's Beneficiary

		   The portion of any Participant's Account that remains
		 undistributed at his death shall be distributed to  the
		 Participant's  Beneficiary  in  accordance   with   the
		 provisions of this Section 9.07.

		 (b)   General Rules

			   (1)        If distribution to the Participant has
			  commenced   as   periodic   payments   and    such
			  Participant  dies  before  receiving  his   entire
			  vested  interest, then the remaining undistributed
			  vested  interest shall continue to be  distributed
			  at  least as rapidly as the schedule being used at
			  the Participant's date of death; and

				 (2)          If   a  Participant  dies   before
			  distributions have commenced, his Account shall be
			  distributed within five years after the  death  of
			  the  Participant.   However,  the  prior  sentence
			  shall  not  apply with respect to such portion  of
			  the  Participant's Account as is  payable  to  his
			  designated Beneficiary over a period not exceeding
			  the  life  or  life expectancy of such Beneficiary
			  beginning  not  later  than  one  year  after  the
			  Participant's  death  (or  such  later   date   as
			  prescribed   by   applicable   regulations).    In
			  addition:

							   (A)   If the Beneficiary  is  the
				  deceased   Participant's   surviving   spouse,
				  distributions may be deferred until  the  date
				  on  which  the Participant would have attained
				  age 70-1/2; and

							   (B)   If  such  surviving  spouse
				  dies  before receiving any distributions,  the
				  provisions  of  this  Section  9.07  shall  be
				  applied   as   if   such   spouse   were   the
				  Participant.

							  32
<PAGE>

9.08 Distributions to Minors or Legally Incompetent Persons

	If  the  Committee  determines that a Participant  or  other
	person entitled to a Plan benefit is unable to care for  his
	affairs because of illness or accident or is a minor,  then,
	unless  claim  has  been  made for his  benefit  by  a  duly
	appointed  legal  representative, the Committee  may  direct
	that  any benefit due him be paid to his spouse, a child,  a
	parent or other blood relative, or to a person with whom  he
	resides.   Any payment so made shall be a complete discharge
	of the liabilities of the Plan for that benefit, and neither
	the  Committee nor the Trustee shall be required to  oversee
	the  application,  by any third party, of any  distributions
	made pursuant to this Section 9.08.

9.09 Direct Rollover of Eligible Rollover Distributions

	This  Section shall apply to all 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
	Employer,  to  have  any  portion of  an  Eligible  Rollover
	Distribution  paid directly to an Eligible  Retirement  Plan
	specified by the Distributee in a Direct Rollover.

	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  Treasury
	Regulation section 1.411(a)-11(c) is given, provided that:

		 (a)   The Employer 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

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

9.10 Withholding on Distributions

	Distributions  under the Plan shall be  subject  to  Federal
	income  tax withholding to the extent prescribed by  section
	3405 of the Code.

							  33
<PAGE>

9.11 Tax Information To Be Provided

	The Committee shall provide to each Participant, Beneficiary
	or   Alternate  Payee  who  receives  an  Eligible  Rollover
	Distribution,  at  the  time such distribution  is  made,  a
	written  explanation of the (i) provisions under  which  the
	distribution   will  not  be  subject  to  tax   if   timely
	transferred  to  an eligible retirement  plan  and  (ii)  if
	applicable, provisions regarding the availability of capital
	gains  and  10-year  averaging or  five-year  averaging  tax
	treatment of the distribution.

							  34
<PAGE>

ARTICLE 10.  SERVICE

10.01  Definitions

		 (a)     "Service" means an Employee's total  period  of
		 employment with the Employer, including service with  a
		 predecessor  entity.   Service  with  Digilab  will  be
		 credited  from  the later of January  1,  1978  or  the
		 Employee's   actual   date  of  hire.    Service   with
		 Nanoquest,  Inc.  will be credited from  the  later  of
		 January 20, 1988 or the Employee's actual date of hire.
		 Service with Occulab will be credited from the later of
		 December 1, 1988 or the Employee's actual date of hire.

		 (b)    "Hour of Service" means:

				(1)  Each hour for which an Employee is paid, or
			  entitled to payment, for the performance of duties
			  for the Employer.

				(2)  Each hour for which an Employee is paid, or
			  entitled to payment, by the Employer on account of
			  a  period  of  time  during which  no  duties  are
			  performed  (regardless of whether  the  employment
			  relationship  has  terminated)  due  to  vacation,
			  holiday,     illness,    incapacity     (including
			  disability), layoff, jury duty, military  duty  or
			  leave  of  absence;  provided  that  no  Hours  of
			  Service shall be credited to an Employee:

						   (A)   For  a period during  which  no
				   duties  are performed if payment is  made  or
				   due  under a plan maintained solely  for  the
				   purpose of complying with applicable worker's
				   compensation,  unemployment compensation,  or
				   disability insurance laws;

						  (B)  On account of any payment made or
				   due  an Employee solely as reimbursement  for
				   medical   or   medically   related   expenses
				   incurred by the Employee.

				 (3)  Each hour not otherwise credited under the
			  Plan   for   which   back  pay,  irrespective   of
			  mitigation of damages, has either been awarded  or
			  agreed to by the Employer.  Such hours are  to  be
			  credited  to  the period or periods to  which  the
			  award  or  agreement pertains.  If this  provision
			  results   in  an  Employee  becoming  an  Eligible
			  Participant for a Plan Year in which  he  was  not
			  otherwise an Eligible Participant under Article 5,
			  or if this provision results in an increase in the
			  vested  percentage applicable to  a  Participant's
			  Suspense  Account which has been  forfeited  under
			  Article 6, the Committee shall establish equitable
			  procedures  for  determining  and  allocating  any
			  resulting amounts to such Employee's Account.

							  35
<PAGE>

				 (4)  Solely for purposes of determining whether
			  a  Break  in Service has occurred, each  hour  not
			  otherwise credited under the Plan that would  have
			  been credited if the Employee had not been absent:

						   (A)   By reason of pregnancy  or  the
				   birth of a child of the Employee;

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

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

					 In any case in which the Employer is unable
			  to  determine  the  number  of  hours  that  would
			  otherwise  normally  have been  credited  to  such
			  Employee  (but for such absence), such  individual
			  shall be credited with eight Hours of Service  for
			  each day of such absence.  The hours described  in
			  this Section 10.01(b)(4) shall be treated as Hours
			  of  Service  only  in the Eligibility  Computation
			  Period  in  which the absence from work begins  if
			  the  Employee  would  thereby  be  prevented  from
			  incurring  a  Break in Service in such Eligibility
			  Computation Period or, in any other case,  in  the
			  next following Eligibility Computation Period.

				 (5)   Each hour for any period during which  an
			  Employee  is not paid but is on an approved  leave
			  of  absence, military duty or is temporarily  laid
			  off, provided that the Employee:

						   (A)   Returns  to the employ  of  the
				   Employer immediately after the expiration  of
				   the  leave  or  layoff, or  in  the  case  of
				   military  duty,  within  120  days  or   such
				   longer   period  as  may  be  prescribed   by
				   applicable law, after first becoming eligible
				   for military discharge, and

						   (B)   Remains  in the employ  of  the
				   Employer  for  at  least 30 days  after  such
				   return, or

							(C)    Fails  to  return  or  remain
				   employed as provided above by reason  of  his
				   death, Disability or Normal Retirement.

					  Hours  credited for such periods shall  be
			  based  on a 40-hour week or, if different, on  the
			  Employee's  normally  scheduled  hours  per  week.
			  However,  if the Employee fails to return  to  the
			  employ of the Employer for at least 30 days  after
			  his  return  for  reasons other  than  his  death,
			  Disability or Normal Retirement, then his original
			  leave  date  shall be deemed to be his termination
			  date.

							  36
<PAGE>

				 (6)  No more than 501 Hours of Service shall be
			  credited under Sections 10.01(b)(2), (3),  (4)  or
			  (5)  to  an  Employee  on account  of  any  single
			  continuous  period  of  time  during   which   the
			  Employee performs no duties for the Employer.

10.02  Crediting of Hours Subject to DOL Regulation

	The  calculation  of the number of Hours of  Service  to  be
	credited  under  Sections 10.01(b)(2) and  (3)  for  periods
	during  which no duties are performed, and the crediting  of
	such  Hours  of Service to periods of time for  purposes  of
	computations  under  the Plan, shall be  determined  by  the
	Committee in accordance with the rules set forth in  section
	2530.200b-2,  paragraphs (b) and (c), of the  Department  of
	Labor regulations, which rules shall be consistently applied
	with   respect  to  all  employees  within  the   same   job
	classifications.

10.03  Hours of Service Equivalency

	Hours  of  Service for Employees under Sections 10.01(b)(1),
	(2)  and  (3) shall be determined by crediting each Employee
	with  190  Hours  of  Service for each month  in  which  the
	Employee would have been credited with at least one Hour  of
	Service  under  Sections 10.01(b)(1), (2) or (3).   However,
	for  classes  of Employees paid on an hourly basis  and  for
	Employees for whom records of hours are maintained, Hours of
	Service  under Sections 10.01(b)(1), (2) and  (3)  shall  be
	determined on the basis of hours for which Plan Compensation
	is paid or due.

							  37
<PAGE>

ARTICLE 11.  FIDUCIARY RESPONSIBILITY

11.01  Named Fiduciaries

	The  authority  to  control  and manage  the  operation  and
	administration of the Plan shall be allocated as provided in
	this Trust Agreement between the Employer, the Committee and
	the Trustees, all of whom are named fiduciaries under ERISA.

	In  addition,  procedures  for the  appointment  of  another
	fiduciary,  an investment manager, are set forth in  Section
	13.05.

11.02  Fiduciary Standards

	Each  fiduciary shall discharge its duties with  respect  to
	the  Plan  solely  in the interest of the  Participants  and
	Beneficiaries as follows:

		 (a)     For the exclusive purpose of providing benefits
		 to Participants and their Beneficiaries;

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

		 (c)     By  diversifying the investments of  the  Trust
		 Fund so as to minimize the risk of large losses, unless
		 under the circumstances it is clearly prudent not to do
		 so; and
		 (d)      In   accordance  with  this  Plan  and   Trust
		 Agreement.

11.03  Fiduciaries Liable for Breach of Duty

	A  fiduciary shall be liable, as provided in ERISA, for  any
	breach  of  his fiduciary responsibilities.  In addition,  a
	fiduciary  under this Plan shall be liable for a  breach  of
	fiduciary  responsibility of another  fiduciary  under  this
	Plan as provided under ERISA Section 405.

11.04  Fiduciary May Employ Agents

	Any  person or group of persons may serve in more  than  one
	fiduciary  capacity with regard to the  Plan.   A  fiduciary
	other  than  the  Trustees  may, with  the  consent  of  the
	Employer,  employ one or more persons to render  advice  and
	assistance  with regard to any function such  fiduciary  has
	under the Plan.  The expenses of such persons shall be  paid
	by the Trust, if not paid by the Employer.

							  38
<PAGE>

11.05  Authority Outlined

		 (a)    Employer Authority

		   The Employer has the authority to amend and terminate
		 the   Plan,  to  appoint  and  remove  members  of  the
		 Committee  and  to  appoint  and  remove  one  or  more
		 Trustees.

		 (b)    Committee Authority

		   The Committee has the authority to:

				 (1)   Determine  eligibility for  participation
			  under the Plan;

				 (2)  Determine any individual's entitlement  to
			  benefits hereunder;

				(3)  Allocate the Employer's contributions;

				 (4)  Determine the amount and allocation of the
			  Trust income or loss;

				  (5)   Direct  the  Trustee  with  respect   to
			  additional valuations;

				   (6)     Maintain   separate   Accounts    for
			  Participants;

				 (7)  Furnish, and correct errors in, statements
			  of Accounts;

				 (8)   Direct  the Trustee with respect  to  the
			  method, timing and media of distributions pursuant
			  to Article 9;

				(9)  Direct the segregation of assets;

				 (10)  Direct  distribution of the interests  of
			  incompetent persons and minors;

				 (11) Construe the Trust Agreement and determine
			  questions thereunder;

				(12) Establish a funding policy;

				  (13)   Appoint  and  delegate  duties  to   an
			  investment manager;

				(14) Employ advisors and assistants; and

				 (15)  Direct the Trustees with respect to their
			  duties and  investments.

							  39
<PAGE>

		 (c)    Trustee Authority

		   The Trustees have the authority to establish the fair
		 market  value  of  the Trust Fund, to value  segregated
		 Accounts,  to employ advisors, agents and  counsel,  to
		 hold  the  Trust assets and to render accounts  of  its
		 administration of the Trust.

11.06  Fiduciaries Not to Engage in Prohibited Transactions

	A  fiduciary  shall  not  cause the  Plan  to  engage  in  a
	transaction if he knows or should know that such transaction
	constitutes  a prohibited transaction under section  406  of
	ERISA  or  section 4975 of the Code, unless such transaction
	is  exempted under section 408 of ERISA or section  4975  of
	the Code.

							  40
<PAGE>

ARTICLE 12.  ADMINISTRATIVE COMMITTEE

12.01  Appointment of Administrative Committee

	The  Employer  shall appoint an Administrative Committee  to
	manage  and  administer  this Plan in  accordance  with  the
	provisions hereof, with each member to serve for  such  term
	as  the  Employer may designate, or until a successor member
	has  been  appointed,  or  until removed  by  the  Employer.
	Vacancies due to resignation, death, removal or other  cause
	shall  be  filled  by  the Employer.   Members  shall  serve
	without  compensation for Committee service.  All reasonable
	expenses of the Committee shall be paid by the Trust Fund.

12.02  Committee Operating Rules

	The  Committee shall act by agreement of a majority  of  its
	members, either by vote at a meeting or in writing without a
	meeting.  By such action, the Committee may authorize one or
	more  members to execute documents on its behalf and  direct
	the  Trustees in the performance of their duties  hereunder.
	The    Trustees,   upon   written   notification   of   such
	authorization,  shall accept and rely  upon  such  documents
	until  notified in writing that the authorization  has  been
	revoked by the Committee.  The Trustees shall not be  deemed
	to  be  on  notice  of any change in the membership  of  the
	Committee  unless  notified in writing.   A  member  of  the
	Committee,  who is also a Participant hereunder,  shall  not
	vote or act upon any matter relating solely to himself.   In
	the  event  of  a deadlock or other situation that  prevents
	agreement of a majority of the Committee members, the matter
	shall be decided by the Employer.

12.03  Duties of Plan Administrator

	The  Committee  is the Plan Administrator  under  ERISA  and
	shall  have  the  duty and authority to  comply  with  those
	reporting  and  disclosure requirements of  ERISA  that  are
	specifically required of the Plan Administrator.   The  Plan
	Administrator is the agent for the service of legal process.

12.04  Recordkeeping Duties of the Committee

	The  Committee  shall keep on file a copy of this  Plan  and
	Trust  Agreement, including any subsequent  amendments,  all
	annual  and  interim reports of the Trustee and  the  latest
	annual   report  required  under  Title  I  of   ERISA   for
	examination by Participants during business hours.

							  41
<PAGE>

12.05  Committee Powers

	The  Committee  has  the power and duty  to  do  all  things
	necessary or convenient to effect the intent and purpose  of
	this  Plan,  whether  or  not such  powers  and  duties  are
	specifically  set  forth herein.  Not in limitation  but  in
	amplification of the foregoing, the Committee shall have the
	power  to construe the Trust Agreement and to determine  all
	questions    that   shall   arise   hereunder,    including,
	particularly, directions to and questions submitted  by  the
	Trustees  on  all matters necessary for it to discharge  its
	power  and  duties properly.  The Committee shall  have  the
	sole and complete discretion to interpret and administer the
	terms  of the Plan and to determine eligibility for benefits
	and the amount of any such benefits pursuant to the terms of
	the  Plan,  and  in  so  doing, the  Committee  may  correct
	defects,  supply omissions and reconcile inconsistencies  to
	the  extent  necessary  to effectuate  the  Plan,  and  such
	actions  shall be conclusive.  The Committee shall prescribe
	such  forms,  make such rules, regulations,  interpretations
	and  computations  and  shall  take  such  other  action  to
	administer  the  Plan  as  it  may  deem  appropriate.    In
	administering  the  Plan,  the  Committee  shall  act  in  a
	nondiscriminatory manner to the extent required  by  section
	401  and related sections of the Code and shall at all times
	discharge  its duties with respect to the Plan in accordance
	with the standards set forth in section 404(a)(1) of ERISA.

12.06  Committee to Establish Funding Policy

	The Committee shall establish a funding policy for the Trust
	Fund  bearing in mind both the short-run and long-run  needs
	and  goals  of  the Plan.  The Committee shall  review  such
	policy  prior  to  the  end  of  each  Plan  Year  for   its
	appropriateness  under  the circumstances  then  prevailing.
	The  funding policy shall be communicated to the  investment
	manager  of  the Trust Fund, if one has been  appointed,  so
	that  the  investment  policy  of  the  Trust  Fund  can  be
	coordinated with Plan needs.

12.07  Committee May Retain Advisors

	With  the  approval of the Employer, the Committee  my  from
	time  to  time or on a continuing basis, retain such  agents
	and    advisors    including,    specifically,    attorneys,
	accountants, actuaries, investment counsel, consultants  and
	administrative  assistants, as  it  considers  necessary  to
	assist  it  in  the proper performance of its  duties.   The
	expenses  of  such agents or advisors shall be paid  by  the
	Trust Fund.

							  42
<PAGE>

12.08  Claims Procedure

		 (a)    Claim Must Be Submitted Within 60 Days

			 The   Committee   shall  determine   Participants',
		 Alternate Payees' and Beneficiaries' rights to benefits
		 under  the  Plan.   In  the event  of  a  dispute  over
		 benefits, a Participant, Beneficiary or Alternate Payee
		 may   file  a  written  claim  for  benefits  with  the
		 Committee, provided that such claim is filed within  60
		 days  of  the  date  the  Participant,  Beneficiary  or
		 Alternate   Payee   receives   notification   of    the
		 Committee's determination.

		 (b)    Requirements For Notice of Denial

			If  a  claim  is  wholly  or partially  denied,  the
		 Committee  shall provide the claimant with a notice  of
		 denial, written in a manner calculated to be understood
		 by the claimant, setting forth:

				(1)  The specific reason for such denial;

				  (2)   Specific  references  to  the  pertinent
			  provisions  of  the Plan on which  the  denial  is
			  based;

				(3)  A description of any additional material or
			  information necessary for the claimant to  perfect
			  the claim with an explanation of why such material
			  or information is necessary; and

				 (4)  Appropriate information as to the steps to
			  be  taken if the claimant wishes to submit his  or
			  her claim for review.

			The  notice  of  denial  shall  be  given  within  a
		 reasonable time period but no later than 90 days  after
		 the   claim  is  filed,  unless  special  circumstances
		 require an extension of time for processing the  claim.
		 If  such extension is required, written notice shall be
		 furnished  to the claimant within 90 days of  the  date
		 the  claim  was filed stating the special circumstances
		 requiring an extension of time and the date by which  a
		 decision  on the claim can be expected, which shall  be
		 no  more  than  180 days from the date  the  claim  was
		 filed.   If  no notice of denial is provided as  herein
		 described, the claimant may appeal the claim as  though
		 the claim had been denied.

							  43
<PAGE>
		 (c)    Claimant's Rights if Claim Denied

		   The claimant and/or his representative may appeal the
		 denied claim and may:

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

				(2)  Review pertinent documents; and

				 (3)   Submit  issues and comments  in  writing;
			  provided that such appeal is made within  60  days
			  of  the date the claimant receives notification of
			  the denied claim.

		 (d)    Time Limit on Review of Denied Claim

			Upon  receipt of a request for review, the Committee
		 shall  provide written notification of its decision  to
		 the   claimant   stating  the  specific   reasons   and
		 referencing  specific  plan  provisions  on  which  its
		 decision is based, within a reasonable time period, but
		 not  later  than 60 days after receiving  the  request,
		 unless  special circumstances require an extension  for
		 processing  the  review.   If  such  an  extension   is
		 required,  the Committee shall notify the  claimant  of
		 such  special circumstances and of the date,  no  later
		 than  120  days after the original date the review  was
		 requested,  on  which  the Committee  will  notify  the
		 claimant of its decision.

		 (e)      No   Legal  Recourse  Until  Claims  Procedure
		 Exhausted

			In the event of any dispute over benefits under this
		 Plan,   all   remedies  available  to   the   disputing
		 individual  under this Section 12.08 must be  exhausted
		 before legal recourse of any type is sought.

12.09  Committee Indemnification

	To  the fullest extent permitted by law, the Employer agrees
	to  indemnify, to defend, and hold harmless the  members  of
	the  Committee, individually and collectively,  against  any
	liability whatsoever for any (i) action taken or omitted  by
	them in good faith in connection with this Plan and Trust or
	their  duties  hereunder, and (ii) expenses  or  losses  for
	which they may become liable as a result of any such actions
	or  non-actions,  unless resultant from  their  own  willful
	misconduct.   The  Employer may purchase insurance  for  the
	Committee  to cover any of their potential liabilities  with
	regard to the Plan and Trust.

							  44
<PAGE>

ARTICLE 13.  INVESTMENTS AND LOANS

13.01  Investment Authority

	The Committee is hereby granted full power and authority  to
	direct the Trustee to invest and reinvest the Trust Fund  or
	any  part thereof in accordance with the standards set forth
	in  Article  11.   Without limiting the  generality  of  the
	foregoing, the Committee may direct the Trustee to invest in
	bonds,   notes,  mortgages,  commercial  or  federal  paper,
	preferred stock, common stock, or other securities,  rights,
	obligations or property, real or personal, including  shares
	and  certificates  of  participation  issued  by  investment
	companies  or investment trusts.  The Committee  may  direct
	the  Trustee  to acquire and hold common or preferred  stock
	issued  by  the  Employer if such  stock,  at  the  time  of
	acquisition  by  the Trustee, constitutes no  more  than  25
	percent of the fair market value of the Trust assets.

13.02  Use of Mutual or Commingled Funds Permitted

	The  Committee may direct the Trustee to cause any  part  or
	all  of  the assets of this Trust to be invested  in  mutual
	funds;  or  commingled  with the assets  of  similar  Trusts
	qualified under sections 401(a) and 501(a) of the  Code,  by
	causing such assets to be invested as part of a common  fund
	of the Trustee or other fiduciary.  To the extent that Trust
	assets  are  invested  in  any  collective  investment  fund
	established  and  maintained by the Trustee  for  which  the
	Trust  is  eligible,  the declaration of trust  establishing
	such  funds is hereby adopted, and it is incorporated herein
	by  this  reference.   Any assets  of  the  Trust  that  are
	invested  in any such fund will be held and administered  by
	the   Trustee  under  the  terms  of  the  fund's  governing
	instrument.

13.03  Trustees May Hold Necessary Cash

	The  Committee may authorize the Trustees to hold in a  cash
	or  in  a cash equivalent account such portion of the  Trust
	Fund   as   may   be  deemed  necessary  for  the   ordinary
	administration of the Trust and disbursement of funds.  Such
	funds  may  be  deposited in any bank or  savings  and  loan
	institution, subject to the rules and regulations  governing
	such deposits.

13.04  Trustees to Act Upon Committee Instruction

	The  Trustees shall make investments promptly upon receiving
	instructions  from  the  Committee, and  shall  retain  such
	investment  until instructed differently by  the  Committee.
	The  Trustees  shall comply promptly with instructions  from
	the  Committee to sell, convey, exchange, transfer,  pledge,
	mortgage  or  otherwise dispose of or encumber any  real  or
	personal  property held by it.  To the extent  permitted  by
	law, the Trustees shall not be liable for the making of  any
	investment  at  the  direction of  the  Committee,  for  the
	retention   of  any  such  investment  in  the  absence   of
	directions from the Committee to dispose of it, or  for  the
	disposal  or encumbrance of any investment at the  direction
	of the Committee.

							  45
<PAGE>

13.05  Appointment of Investment Manager

	The  power of the Committee to direct, control or manage the
	investment  of  the  Trust  Fund  may  be  delegated  to  an
	investment   manager  appointed  by  the  Committee.    Such
	investment  manager,  if  appointed,  must  acknowledge   in
	writing  that  he is a fiduciary with respect to  the  Trust
	Fund  and  shall then have the power to manage, acquire,  or
	dispose  of  any  asset of the Trust  Fund.   An  investment
	manager  must  be  a  person who is  (i)  registered  as  an
	investment  advisor  under the Investment  Advisors  Act  of
	1940;  (ii)  a  bank, as defined in that Act;  or  (iii)  an
	insurance  company qualified to perform such services  under
	the  laws of more than one state.  If an investment  manager
	has  been appointed, the Trustee shall neither be liable for
	acts  or  omissions of such investment manager nor be  under
	any  obligation to invest or otherwise manage any  asset  of
	the  Trust Fund.  The Committee shall not be liable for  any
	act  or  omission of the investment manager in carrying  out
	such responsibility, except to the extent that the Committee
	violated Section 11.02 of this Trust Agreement with  respect
	to:

		 (a)    Such designation;

		 (b)     The  establishment  or  implementation  of  the
		 procedures   for  the  designation  of  an   investment
		 manager; or

		 (c)     Continuing the designation, in which  case  the
		 Committee  would be liable in accordance  with  Section
		 11.03.

13.06  No Loans Permitted

	No loans to a Participant or Beneficiary from any portion of
	the Participant's Account shall be permitted.

							  46
<PAGE>

ARTICLE 14.  TRUSTEE

14.01  Trustees Duties

	The  duties  of the Trustees shall be confined to  receiving
	and  paying  funds  of the Trust, safeguarding  and  valuing
	Trust  assets, investing and reinvesting the Trust Funds  as
	provided  in Article 13, and carrying out the directions  of
	the  Committee or of the investment manager if one has  been
	appointed pursuant to Section 13.05.  The directions of  the
	Committee shall be in writing and bear the signature of  one
	or  more  members designated as its authorized  signator  or
	signators, as provided in Section 12.02.  The directions  of
	an  investment manager shall be in writing or in such  other
	form  as  is  acceptable to the Trustee.  The Employer  may,
	however,  by resolution, authorize the Trustees to act  with
	respect  to any specific matter or class of matters  without
	direction  of the Committee and, in that event, delivery  to
	the  Trustees  of a certified copy of such resolution  shall
	authorize  the  Trustee so to act.   The  signature  of  one
	Trustee shall be binding upon all co-Trustees.

14.02  Indicia of Ownership Must Be in United States

	The Trustees shall not maintain the indicia of ownership  of
	any  Trust  assets outside the jurisdiction of the  district
	courts  of  the  United  States,  except  as  authorized  by
	regulations issued by the Department of Labor.

14.03  Permissible Trustees Action

	In  the  discharge of its duties, the Trustees have all  the
	powers,  authority,  rights and privileges  of  an  absolute
	owner  of  the Trust Fund and, not in limitation of  but  in
	amplification  of  the  foregoing, may  (i)  receive,  hold,
	manage,  invest  and reinvest, sell, exchange,  dispose  of,
	encumber,   hypothecate,  pledge,  mortgage,  lease,   grant
	options respecting, repair, alter, insure, or distribute any
	and  all  property  in the Trust Fund;  (ii)  borrow  money,
	participate  in reorganizations, pay calls and  assessments,
	vote or execute proxies, exercise subscription or conversion
	privileges  and  register  in the  name  of  a  nominee  any
	securities  in the Trust Fund; (iii) renew, extend  the  due
	date,  compromise,  arbitrate, adjust,  settle,  enforce  or
	foreclose  by  judicial proceedings or otherwise  or  defend
	against the same, any obligations or claims in favor  of  or
	against  the  Trust  Fund;  (iv)  exercise  options,  employ
	agents; and, (v) whether herein specifically referred to  or
	not, do all such acts, take all such actions and proceedings
	and  exercise  all  such rights and  privileges  as  if  the
	Trustee  were the absolute owner of any and all property  in
	the  Trust Fund.  The Trustees have no authority or duty  to
	determine  the  amount of the Employer  contribution  or  to
	enforce the payment of any Employer contribution to it.

							  47
<PAGE>

14.04  Trustee's Fees For Services and Advisors Retained

	The  Trustee's fees for its services as Trustee shall be  an
	amount mutually agreed upon by the Employer and the Trustee,
	and  such  fees  shall be paid by the Trust Fund,  with  the
	exception  that  individual  Trustees  shall  serve  without
	compensation for their service as such.  However,  with  the
	approval of the Employer, the Trustees may from time to time
	or  on  a  continuing basis, retain such agents or advisors,
	including  specifically accountants,  attorneys,  investment
	counsel  and  administrators, as they consider necessary  to
	assist them in the proper performance of their duties.   The
	expenses  of such agents or advisors and all other  expenses
	of  the  Trustees shall be paid by the Trust, to the  extent
	not paid by the Employer.

14.05  Annual Accounting and Asset Valuation

	Within a reasonable period following the close of each  Plan
	Year,   the  Trustees  shall  render  to  the  Employer   an
	accounting  of  its administration of the Trust  during  the
	preceding  year.   The Trustees shall  also  report  to  the
	Committee regarding determinations of the value of the Trust
	Fund,    as   provided   in   Sections   7.01   and    7.02.
	Notwithstanding any other provisions of this  Agreement,  if
	the Trustees finds that the Trust Fund consists, in whole or
	in  part,  of  property not traded freely  on  a  recognized
	market  or that information necessary to ascertain the  fair
	market  value  thereof  is  not  readily  available  to  the
	Trustees,  the  Trustees  shall  request  the  Committee  to
	instruct  the Trustees as to the fair market value  of  such
	property   for  all  purposes  under  the  Plan  and   Trust
	Agreement.  In such event, the fair market value placed upon
	such  property by the Committee in its instructions  to  the
	Trustees  shall be conclusive and binding.  If the Committee
	fails  or  refuses to instruct the Trustees as to  the  fair
	market value of such property within a reasonable time after
	receipt  of  the  Trustee's request so to do,  the  Trustees
	shall take such action as is required to ascertain the  fair
	market  value  of such property including the  retention  of
	such  counsel  and independent appraisers  as  it  considers
	necessary;  and  in  such event the  fair  market  value  so
	determined shall be conclusive and binding.

14.06  Trustee Removal or Resignation

	The  Trustees  may resign at any time upon 30  days  written
	notice  to  the Employer and the Committee or  such  shorter
	period as may be agreeable to the Employer.  Upon receipt of
	instructions  or  directions  from  the  Employer   or   the
	Committee with which the Trustees are unable or unwilling to
	comply, the Trustees may resign upon written notice  to  the
	Employer  and the Committee, given within a reasonable  time
	under   the   circumstances  then  prevailing.   After   its
	resignation, the Trustees have no liability to the Employer,
	the  Committee, or any person interested herein for  failure
	to comply with any instructions or directions.  The Employer
	may  remove the Trustees without cause at any time  upon  30
	days  written notice.  In case of resignation or removal  of
	the  Trustees, the said Trustees shall have the right  of  a
	settlement of its accounts, which may be made at the  option
	of  the Trustees, either by judicial settlement in an action
	in  a  court  of competent jurisdiction or by  agreement  of
	settlement  between  the Trustees  and  the  Employer.   The
	Trustees  shall not be required to transfer  assets  of  the
	Trust  Fund to a successor Trustee under Section  14.08,  or
	otherwise until its accounts have been settled.

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<PAGE>

14.07  Approval of Trustees Accounting

	The  written  approval  of any Trustees  accounting  by  the
	Employer  or Committee shall be final as to all matters  and
	transactions  stated or shown therein and binding  upon  the
	Employer,  Committee, and all persons who then shall  be  or
	thereafter  shall become interested in this Trust.   Failure
	of  the  Employer or Committee to notify the Trustees within
	90  days  after receipt of any accounting of its disapproval
	of  such  accounting  shall  be the  equivalent  of  written
	approval.

14.08  Trust Not Terminated Upon Trustees Removal or Resignation

	Resignation  or removal of the Trustees shall not  terminate
	the Trust.  In the event of a vacancy in the trusteeship  of
	this Trust occurring at any time, the Employer shall appoint
	a successor Trustee to take the place of any Trustee who has
	died,  resigned or been removed.  In the event of the death,
	resignation or removal of a Trustee and the failure  of  the
	Employer  to  appoint a successor within 30 days  as  herein
	provided,  the  remaining Trustees may, by  unanimous  vote,
	either  select  a  successor Trustee or choose  to  function
	without  filling  such vacancy.  Any such successor  Trustee
	has  all  the  powers and duties herein conferred  upon  the
	original  Trustee.   The title to all Trust  property  shall
	automatically  vest  in  a  successor  Trustee  without  the
	execution  or filing of any instrument or the doing  of  any
	act,   but   the   resigning  or  removed   Trustee   shall,
	nevertheless, execute all instruments and do all  acts  that
	would  otherwise  be necessary to vest  such  title  in  any
	successor.   The appointment of a successor Trustee  may  be
	effected by amendment to this Trust Agreement or by a  board
	resolution  of  the  Employer, with  the  agreement  of  the
	successor  Trustee  to act as such being  evidenced  by  its
	execution  of  such amendment or acceptance  of  such  board
	resolution.

14.09  Trustees May Consult With Legal Counsel

	The  Trustees may consult with legal counsel (who may or may
	not be counsel to the Employer) concerning any question that
	may arise with reference to its duties under this Agreement.

14.10    Trustees  Not  Required  to  Verify  Identification   or
	Addresses

	The Trustees shall not be required to make any investigation
	to  determine the identity or mailing address of any  person
	entitled  to  benefits  under this Agreement  and  shall  be
	entitled to withhold making payments until the identity  and
	mailing  address  of  any person entitled  to  benefits  are
	certified  by the Committee.  In the event that any  dispute
	arises  as to the identity or rights of persons entitled  to
	benefits  hereunder,  the Trustees may withhold  payment  of
	benefits until such dispute has been determined by  a  court
	of  competent  jurisdiction or has been settled  by  written
	stipulation of the parties concerned.

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<PAGE>

14.11  Individual Trustee Rules

	The action of individual Trustees shall be determined by the
	vote   or  other  affirmative  expression  of  the  majority
	thereof,  and they shall designate one of their  members  to
	keep  a record of their decision on matters to be determined
	hereunder  and  of  all dates, documents and  other  matters
	pertaining to their administration of this Trust.   However,
	no  Trustee  who is a Participant shall vote on  any  action
	relating  specifically to himself,  and  in  the  event  the
	remaining  Trustees by majority vote thereof are  unable  to
	come  to  a  determination of any such question, the  matter
	shall be decided by the Employer.

14.12  Indemnification of Trustee and Insurance

	To  the fullest extent permitted by law, the Employer agrees
	to  indemnify, to defend, and to hold harmless the Trustees,
	individually   and  collectively,  against   any   liability
	whatsoever for any action taken or omitted by such  Trustees
	in  good  faith in connection with this Plan  and  Trust  or
	duties  hereunder and for any expenses or losses  for  which
	the  Trustees  may  become liable as a result  of  any  such
	actions   or  non-actions  unless  resultant  from   willful
	misconduct.   The  Employer may purchase insurance  for  the
	Trustees  to  cover any of their potential liabilities  with
	regard to the Plan and Trust.

14.13  Income Tax Withholding

	In  making  payments from the Trust, the Trustees  shall  be
	liable  for  federal  income  tax  withholding,  and   shall
	withhold  the appropriate amount of tax, if any, as provided
	by applicable law and regulation, from any payment made to a
	Participant,  Beneficiary  or Alternate  Payee,  unless  the
	Committee  does not provide the Trustees with the  necessary
	information as set forth in regulations, in which  case  the
	Committee shall assume all relevant liability.

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<PAGE>

ARTICLE 15.  AMENDMENT, TERMINATION AND MERGER

15.01  Trust is Irrevocable

	The  Trust  shall  be irrevocable but shall  be  subject  to
	amendment and termination as provided in this Article 15.

15.02  Employer May Amend Trust Agreement

	The   Employer  reserves  the  right  to  amend  this  Trust
	Agreement to any extent and in any manner that it  may  deem
	advisable  by  action of the Employer.   The  Employer,  the
	Trustee, all Participants, their Beneficiaries and all other
	persons having any interest hereunder shall be bound by  any
	such amendment; provided, however, that no amendment shall:

		 (a)     Cause  or  permit any part of the principal  or
		 income of the Trust to revert to the Employer or to  be
		 used for, or be diverted to, any purpose other than the
		 exclusive    benefit   of   Participants    or    their
		 Beneficiaries;

		 (b)     Change the duties or liabilities of the Trustee
		 without its written assent to such amendment;

		 (c)     Adversely affect the then accrued  benefits  of
		 any Participants; or

		 (d)     Eliminate an optional form of distribution  for
		 Account balances accrued before such amendment,  except
		 as allowed under the Code.

15.03   Employer May Terminate Plan or Discontinue Profit Sharing
	Contributions

	The  Employer  has established the Plan with the  bona  fide
	intention  and  expectation  that  the  Plan  will  continue
	indefinitely  and that it will be able to  make  its  profit
	sharing  contributions indefinitely, but the Employer  shall
	be  under  no obligation to continue to maintain its  Profit
	Sharing Contributions nor to maintain the Plan for any given
	length  of  time.  The Employer may, in its sole discretion,
	completely  discontinue its contributions or  terminate  the
	Plan  at any time without any liability whatsoever.  In  the
	event of the earlier of (i) the termination of the Plan,  or
	(ii)   the   complete  discontinuance  of   profit   sharing
	contributions  hereunder, the full value of  the  applicable
	Accounts  of all Participants of the terminated  Plan  shall
	become  fully  vested and nonforfeitable.  In the  event  of
	partial  termination  of the Plan, the  full  value  of  the
	applicable  Accounts  of the Participants  involved  in  the
	partial   termination   shall  become   fully   vested   and
	nonforfeitable.

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<PAGE>

15.04  Timing of Plan Termination

	The  Plan shall terminate (i) upon the date specified  in  a
	written notice of such termination, executed by the Employer
	and  delivered to the Trustee; or (ii) on the earlier of (A)
	the  complete accomplishment of all purposes for  which  the
	Plan  was  created,  or (B) the death  of  the  last  person
	entitled to receive any benefits hereunder who is living  at
	the  date of execution of the Trust Agreement.  However, if,
	upon the death of such last survivor, the Trust may continue
	for  a  longer period without violation of any  law  of  the
	jurisdiction to which the Trust is subject, the Trust  shall
	not  be terminated upon the death of such last survivor  but
	shall continue until the complete accomplishment of all  the
	purposes  for  which the Plan and Trust are created,  unless
	sooner terminated under the other provisions hereof.

15.05  Action Required Upon Plan Termination

	Upon  the termination of this Plan and after payment of  all
	expenses  of the Trust, including any compensation then  due
	the  Trustee  and agents of the Committee, the Trust  assets
	and  all  Participants' Accounts shall be revalued according
	to   the  procedures  provided  in  Article  7.   Limitation
	Accounts held pursuant to Article 5 shall be allocated as of
	the  date the Plan is terminated in accordance with Articles
	4  and  5.   Suspense  Accounts shall be  allocated  to  the
	Accounts of the Participants for whom they were established,
	to the extent permissible under the Code.  The Trustee shall
	hold  and  distribute  such  Accounts  as  directed  by  the
	Committee  in accordance with the provisions of  Article  9.
	Upon  such termination, if the Employer has ceased to exist,
	all  rights, powers, and duties to be exercised or performed
	by  the  Employer shall thereafter be exercised or performed
	by  the Committee, including the filling of vacancies on the
	Committee  and the amending of the Plan.  In the  event  the
	Committee  is  unable  to perform, all  rights,  powers  and
	duties shall be performed by the Trustee.

15.06  Nonreversion of Assets

	Except as provided in Section 4.02(c), in no event shall any
	part  of the principal or income of the Trust revert to  the
	Employer  or  be used for or diverted to any  purpose  other
	than   the  exclusive  benefit  of  Participants  or   their
	Beneficiaries.

15.07  Merger or Consolidation Cannot Reduce Benefits

	In  no event shall this Plan be merged or consolidated  with
	any other plan, nor shall there be any transfer of assets or
	liabilities  from  this  Plan  to  any  other  plan   unless
	immediately  after such merger, consolidation  or  transfer,
	each Participant's benefits, if such other plan were then to
	terminate,  are  at  least equal  to  or  greater  than  the
	benefits  which the Participant would have been entitled  to
	had  this  Plan  been  terminated  immediately  before  such
	merger, consolidation or transfer.

							  52
<PAGE>

ARTICLE 16.  ASSIGNMENTS

16.01  No Assignment

	Except  as  provided  below,  the  interest  herein  of  any
	Participant,  former  Participant  or  Beneficiary,  whether
	vested   or   not,  shall  not  be  subject  to  alienation,
	assignment,  pledging, encumbrance, attachment, garnishment,
	execution,  sequestration,  or  other  legal  or   equitable
	process, or transferability by operation of law in the event
	of bankruptcy, insolvency or otherwise.

16.02  Qualified Domestic Relations Order Permitted

	The  provisions of Section 16.01 above shall not prevent the
	creation,  assignment  or recognition  of  any  individual's
	right  to  a  benefit payable with respect to a  Participant
	pursuant  to a Qualified Domestic Relations Order  ("QDRO").
	The  Committee shall direct that payments under  a  QDRO  be
	made by the Trustee pursuant to the QDRO.

		 (a)     Not  All Domestic Relations Orders  Qualify  as
		 QDROs

			The  Committee  shall establish  reasonable,  timely
		 procedures   (i)  to  determine  whether   a   domestic
		 relations  order is a QDRO and (ii) to notify  affected
		 parties as specified in section 414(p)(6) of the Code.

		 (b)    Payments May Occur Before Termination of Service

			The  Plan  may make benefit payments to an Alternate
		 Payee under a QDRO before the Participant's termination
		 of  Service,  and  any such payment shall  be  made  no
		 earlier  than  the date specified in the  QDRO,  or  in
		 accordance with sections 414(p)(3), (4) and (5) of  the
		 Code.

		 (c)    Separate Accounting of Alternate Payee's Account

			During  any period in which the issue of  whether  a
		 domestic  relations order is a QDRO is being determined
		 by  the  Committee,  a court of law or  otherwise,  the
		 Committee  shall  separately account  for  the  amounts
		 (with investment income and loss) that are involved.

							  53
<PAGE>

ARTICLE 17.  ADOPTION OF THE PLAN BY AFFILIATED EMPLOYERS

17.01  General

	The  purpose of this Article 17 is to describe the terms and
	conditions under which an Affiliated Employer may adopt  and
	become a Member Employer under this Plan for the benefit  of
	its Eligible Employees.

17.02  Written Consent Required

	Any Affiliated Employer may, with the written consent of the
	Employer,  become  a  Member Employer  under  this  Plan  by
	executing  a  Subscription Agreement under  which  it  shall
	agree:

		 (a)    To be bound by all the provisions of the Plan in
		 the manner set forth herein;

		 (b)    To pay its share of the expenses of the Plan  as
		 they  may be determined from time to time in the manner
		 specified in this Article 17; and

		 (c)     To provide the Employer and the Committee  with
		 full,  complete and timely information on  all  matters
		 necessary to them in the operation of this Plan.

17.03  Rights of Member Employer

	In  the  event of the adoption of this Plan by an Affiliated
	Employer,  the  following shall apply with  respect  to  the
	participation  of  such  Affiliated  Employer  as  a  Member
	Employer hereunder:

		 (a)     All the terms and conditions of the Plan as set
		 forth  in  the  preceding Articles 1 through  16  shall
		 apply  to the participation of such Affiliated Employer
		 and  its Employees in the same manner as set forth  for
		 the Employer and its Employees, except as follows:

				 (1)   The  right  to  designate  an  Affiliated
			  Employer is specifically reserved to the Employer.

				 (2)   The  right  to appoint the Administrative
			  Committee is specifically reserved to the Employer
			  so  long  as the Employer participates  under  the
			  Plan;  provided that a Member Employer may appoint
			  an Advisory Committee of such composition and size
			  as it may determine to advise the Committee on any
			  matters  affecting  such member  Employer  or  its
			  Employees  who  are Participants under  the  Plan.
			  The  Committee shall be entitled to  rely  on  any
			  information  furnished it  by  any  such  Advisory
			  Committee  in  the same manner as if furnished  by
			  the   Member  Employer  appointing  such  Advisory
			  Committee, but in no event shall the existence  of
			  any  such  Advisory Committee modify or  otherwise
			  limit any of the powers of duties of the Committee
			  under the Plan.

							  54
<PAGE>

				 (3)   The  right  to  direct,  appoint  remove,
			  approve the Accounts of or otherwise deal with the
			  Trustee  is specifically reserved to the  Employer
			  so  long  as the Employer participates  under  the
			  Plan.

				(4)  The right to amend the Plan is specifically
			  reserved  to the Employer so long as the  Employer
			  participates   under  the  Plan,  and   any   such
			  amendment,  unless  otherwise  specified  therein,
			  shall  be  fully  binding  with  respect  to   the
			  participation  of  any Member  Employer,  provided
			  that  this  reservation  shall  in  no  event   be
			  construed  to  prevent  any Member  Employer  from
			  terminating  at  any time its participation  as  a
			  Member Employer in this Plan.

		 (b)     In the operation of the Plan with respect to  a
		 Member  Employer, the term "effective date" shall  mean
		 the  effective date set forth in this Agreement or such
		 other  date  as  specified in  such  Member  Employer's
		 Subscription   Agreement,   as   appropriate   to   the
		 particular circumstances.

17.04  Member Employer May Terminate Participation

	Any  Member Employer may at any time elect to terminate  its
	participation  in this Plan, or the Employer or  any  Member
	Employer  may elect at any time by appropriate amendment  or
	action   affecting   only  its  own  status   hereunder   to
	disassociate itself from this Plan but to continue the  Plan
	as  it  pertains to itself and its Employees  as  an  entity
	separate  and distinct from this Plan if otherwise permitted
	by  law.   Termination of the participation  of  any  Member
	Employer   and/or  the  Employer  shall   not   affect   the
	participation  of  any  other  Member  Employer  and/or  the
	Employer  nor terminate the Plan with respect  to  them  and
	their  Employees; provided that, if the Employer  terminates
	its   participation,  or  disassociates  itself,  then  each
	remaining  Member Employer shall make such  arrangement  and
	take such action as may be necessary to assume the duties of
	the  Employer  in providing for the operation and  continued
	administration of the Plan and Trust as the same pertains to
	the Member Employer.

17.05  Member Employer Liability

	Each  Member Employer shall be liable for and shall  pay  at
	least  annually  to  the  Employer its  fair  share  of  the
	expenses of operating the Plan.  The amount of such  charges
	to each Member Employer shall be determined by the Committee
	in  its  sole discretion; provided that, except with respect
	to charges incurred solely on account of a Member Employer's
	segregated transaction, no Member Employer shall be  charged
	with  a greater proportion of any expenses of Plan operation
	than  the ratio that the number of Participants who  are  or
	were its Employees bears to the total of all Participants.

							  55
<PAGE>

			EXECUTION OF PLAN AND TRUST AGREEMENT


This  amendment and restatement of the Bio-Rad Laboratories, Inc.
Employees' Deferred Profit Sharing Retirement Plan and the  Trust
Agreement  related  thereto, is hereby executed  this  21st day
of December, 1994.



TRUSTEES:                               BIO-RAD LABORATORIES, INC.:



/s/ David Schwartz                        /s/ David Schwartz
David Schwartz                            (Signature)

/s/ James Viglienzone                     President
James Viglienzone                         (Title)


							  56