Covanta Energy Corp – ‘10-K’ for 12/31/93 – EX-10.8(P)(I)

As of:  Tuesday, 3/29/94   ·   For:  12/31/93   ·   Accession #:  73902-94-2   ·   File #:  1-03122

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         59±   244K 
 3: EX-3.2      Amended By-Laws                                        7±    31K 
 4: EX-10.2     Revolving Credit Agreement                            84    315K 
 5: EX-10.8(O)  Scott Mackin Employment Agreement                      9±    46K 
 6: EX-10.8(P)(I)  Ogden Profit Sharing Plan                          47±   208K 
 7: EX-10.8(W)  Ogden Projects Pension/Profit Sharing Amendments       2     11K 
 8: EX-11       Computation of Earnings Applicable to Common Stock     2     10K 
 9: EX-13       Parts of Annual Report Incorporated by Reference      27    158K 
10: EX-21       Subsidiary List                                        8±    31K 
11: EX-24       Independent Auditors' Consent                          1      7K 
 2: EX-99       Exhibit Index                                          6     25K 

EX-10.8(P)(I)   —   Ogden Profit Sharing Plan
Exhibit Table of Contents

EX-10.8(P)(I)
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EXHIBIT 10.8(p)(i)                                                              
OGDEN               
PROFIT SHARING PLAN               

As amended and restated January 1, 1991               
and as in effect through January 1, 1993                

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OGDEN               
PROFIT SHARING PLAN               

TABLE OF CONTENTS               

Section                                                               Page      

SECTION 1.  PURPOSE . . . . . . . . . . . . . . . . . . . . . . . . .   1       

SECTION 2.  DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . .   3       

SECTION 3.  PARTICIPATION . . . . . . . . . . . . . . . . . . . . . .  14       
3.1.   Date of Participation . . . . . . . . . . . . . . . . . .  14  
3.2.   Participation and Adjustments . . . . . . . . . . . . . .  14  
3.3.   Duration. . . . . . . . . . . . . . . . . . . . . . . . .  15  
3.4.   Reemployment. . . . . . . . . . . . . . . . . . . . . . .  15  

SECTION 4.  SAVINGS FEATURES. . . . . . . . . . . . . . . . . . . . .  16       
4.1.   Pre-tax Contributions . . . . . . . . . . . . . . . . . .  16  
4.2.   Distribution of Excess Pre-tax Contributions. . . . . . .  16  
4.3.   Election to Institute, Change, or Resume Contribution . .  17  
4.4.   Limitation on Pre-tax Contributions . . . . . . . . . . .  17  
4.5.   Definitions . . . . . . . . . . . . . . . . . . . . . . .  18  
4.6.   Refund of Excess Contributions. . . . . . . . . . . . . .  23  

SECTION 5.  COMPANY CONTRIBUTIONS . . . . . . . . . . . . . . . . . .  26       
5.1.   Company Matched Contributions . . . . . . . . . . . . . .  26  
5.2.   Company Discretionary Contributions . . . . . . . . . . .  26  
5.3.   Time of Payment of Company Contributions. . . . . . . . .  27  
5.4.   Form of Payment of Company Contributions. . . . . . . . .  27  
5.5.   Maintenance of Separate Accounts. . . . . . . . . . . . .  27  
5.6.   Maintenance of Accounts Shall Not Vest any Right in            
     Assets. . . . . . . . . . . . . . . . . . . . . . . . . .  28
5.7.   Limitation on Company Matched Contributions . . . . . . . .28  

SECTION 6.  ALLOCATION OF COMPANY CONTRIBUTIONS . . . . . . . . . . .  35       
6.1.   Allocation of Discretionary Company Contributions . . . .  35  
6.2.   Discretionary Company Contribution Formula. . . . . . . .  36  
6.3.   Allocation of Matching Contribution . . . . . . . . . . .  36  

SECTION 7.  INVESTMENT OF CONTRIBUTIONS . . . . . . . . . . . . . . .  37       
7.1.   Investment by Trustees. . . . . . . . . . . . . . . . . .  37  
7.2.   Investment Funds. . . . . . . . . . . . . . . . . . . . .  37  
7.3.   Investment Elections. . . . . . . . . . . . . . . . . . .  38  

SECTION 8.  VALUATIONS AND ADJUSTMENTS. . . . . . . . . . . . . . . .  41       
8.1.   Separate Accounts . . . . . . . . . . . . . . . . . . . .  41  
8.2.   Allocation of Earnings and Losses Valuation of Trust. . .  41  
8.3.   Expenses. . . . . . . . . . . . . . . . . . . . . . . . .  42  
8.4.   Allocation of Forfeitures . . . . . . . . . . . . . . . .  43  

SECTION 9.  ELIGIBILITY FOR BENEFITS. . . . . . . . . . . . . . . . .  44       
9.1.   Retirement Date . . . . . . . . . . . . . . . . . . . . .  44  
9.2.   Distribution of Participant's Account on Retirement,           
     Death, Disability, or Hardship. . . . . . . . . . . . . .  44
9.3.   Distribution on other Termination of Service. . . . . . .  48  
9.4.   In-Service Withdrawals. . . . . . . . . . . . . . . . . .  48  
9.5.   Loans . . . . . . . . . . . . . . . . . . . . . . . . . .  49  
9.6.   Restrictions on Distributions . . . . . . . . . . . . . .  51  
9.7.   Direct Rollovers. . . . . . . . . . . . . . . . . . . . .  52  

SECTION 10. VESTED INTERESTS. . . . . . . . . . . . . . . . . . . . .  55       
10.1.  Pre Tax Contributions . . . . . . . . . . . . . . . . . . .55  
10.2.  Company Contributions . . . . . . . . . . . . . . . . . .  55  
10.3.  Transferred Accounts. . . . . . . . . . . . . . . . . . .  55  
10.4.  Break in Service for Vesting. . . . . . . . . . . . . . .  55  

SECTION 11.  METHOD OF PAYMENT OF BENEFITS. . . . . . . . . . . . . .  57       
11.1.  Payment of Benefits . . . . . . . . . . . . . . . . . . .  57  
11.2.  Commencement of Payment . . . . . . . . . . . . . . . . .  57  
11.3.  Time of Payment . . . . . . . . . . . . . . . . . . . . .  60  

SECTION 12.  MAXIMUM AMOUNT OF ALLOCATION . . . . . . . . . . . . . .  62       
12.1.  Application of Section 12 . . . . . . . . . . . . . . . .  62  
12.2.  Maximum Additions to Account. . . . . . . . . . . . . . .  62  
12.3.  Order of Reduction. . . . . . . . . . . . . . . . . . . .  63  
12.4.  Additional Account Limitations. . . . . . . . . . . . . .  64  

SECTION 13.  DESIGNATION OF BENEFICIARIES . . . . . . . . . . . . . .  67       
13.1.  Beneficiary Designation . . . . . . . . . . . . . . . . .  67  
13.2.  Failure to Designate Beneficiary. . . . . . . . . . . . .  68  

SECTION 14.  ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . .  69       
14.1.  Powers and Duties of Administrative Committee . . . . . .  69  
14.2.  Powers and Duties of Investment Committee . . . . . . . .  69  
14.3.  Powers and Duties of Trustee. . . . . . . . . . . . . . .  70  
14.4.  Agents, Report of Committees to Board . . . . . . . . . .  70  
14.5.  Structure of Committees . . . . . . . . . . . . . . . . .  71  
14.6.  Adoption of Procedures of Committees. . . . . . . . . . .  72  
14.7.  Demands for Money . . . . . . . . . . . . . . . . . . . .  72  
14.8.  Claims for Benefits . . . . . . . . . . . . . . . . . . .  73  
14.9.  Hold Harmless . . . . . . . . . . . . . . . . . . . . . .  74  
14.10. Service of Process. . . . . . . . . . . . . . . . . . . .  75  
14.11. Specific Powers and Duties. . . . . . . . . . . . . . . .  75  

SECTION 15.  WITHDRAWAL OF PARTICIPATING COMPANY. . . . . . . . . . .  76       
15.1.  Withdrawal of Participating Company . . . . . . . . . . .  76  
15.2.  Distribution after Withdrawal . . . . . . . . . . . . . .  77  
15.3.  Transfer to Successor Plan. . . . . . . . . . . . . . . .  78  

SECTION 16.  AMENDMENT OR TERMINATION OF THE PLAN AND THE TRUST . . .  79       
16.1.  Right to Amend, Suspend or Terminate Plan . . . . . . . .  79  
16.2.  Retroactivity . . . . . . . . . . . . . . . . . . . . . .  80  
16.3.  Notice. . . . . . . . . . . . . . . . . . . . . . . . . .  80  
16.4.  No Further Contribution . . . . . . . . . . . . . . . . .  80  
16.5.  Partial Termination . . . . . . . . . . . . . . . . . . .  82  
16.6.  Exclusive Benefit of Participants and Beneficiaries . . .  83  

SECTION 17.  GENERAL LIMITATIONS AND PROVISIONS . . . . . . . . . . .  84       
17.1.  All Risk on Participants and Beneficiaries. . . . . . . .  84  
17.2.  Trust is Sole Source of Benefits. . . . . . . . . . . . .  84  
17.3.  No Right to Continued Employment. . . . . . . . . . . . .  84  
17.4.  Payment on Behalf of Payee. . . . . . . . . . . . . . . .  85  
17.5.  No Alienation . . . . . . . . . . . . . . . . . . . . . .  85  
17.6.  Missing Payee . . . . . . . . . . . . . . . . . . . . . .  86  
17.7.  Required Information. . . . . . . . . . . . . . . . . . .  87  
17.8.  Subject to Trust Agreement. . . . . . . . . . . . . . . .  87  
17.9.  Communications to Committees. . . . . . . . . . . . . . .  87  
17.10. Communications from Participating Company or Committe . .  88  
17.11. Incoming Transfers and Rollovers. . . . . . . . . . . . .  88  
17.12. Gender. . . . . . . . . . . . . . . . . . . . . . . . . .  89  
17.13. Captions. . . . . . . . . . . . . . . . . . . . . . . . .  89  
17.14. Applicable Law. . . . . . . . . . . . . . . . . . . . . .  89  
17.15. Mistake of Fact . . . . . . . . . . . . . . . . . . . . .  89  
17.16. Qualification of Plan . . . . . . . . . . . . . . . . . .  89  
17.17. Deductibility of Contributions. . . . . . . . . . . . . .  90  

SECTION 18.  TOP HEAVY PROVISIONS . . . . . . . . . . . . . . . . . .  91       
18.1.  Top Heavy Plan. . . . . . . . . . . . . . . . . . . . . .  91  
18.2.  Definitions . . . . . . . . . . . . . . . . . . . . . . .  91  
18.3.  Compensation. . . . . . . . . . . . . . . . . . . . . . .  97  
18.4.  Minimum Contribution. . . . . . . . . . . . . . . . . . .  98  
18.5.  Limitations on Contributions. . . . . . . . . . . . . . .  99  
18.6.  Other Plans . . . . . . . . . . . . . . . . . . . . . . .  99  

APPENDIX A. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100       

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SECTION 1.  PURPOSE             

The Ogden Food Service Corporation, a subsidiary of     
Ogden Services Corporation, formerly known as Ogden Allied Services             
Corporation adopted the Ogden Food Service Corporation Saving and Security Plan 
effective as of January 1, 1982.  Effective August 1, 1986, such Plan was       
amended, restated in its entirety and renamed the Ogden Allied Services         
Saving and Security Plan.  As a result of an employee benefit plan              
reorganization, effective January 1, 1989, (i) the Ogden Allied Services        
Saving and Security Plan was amended, restated in its entirety and renamed      
the Ogden Allied Services Profit Sharing Plan (the "Plan"); (ii) the Plan       
was merged with (a) Ogden Corporation Profit Sharing Plan, (b) Ogden Allied     
Maintenance Retirement Savings Plan, (c) Ogden Allied Maintenance Security      
Fund and (d) Ogden Allied Facility Management Corporation of Iowa Savings       
and Security Plan (collectively, the "Prior Plans"); and (iii) the related      
trusts maintained as part of each of the Prior Plans was merged with the        
Ogden Allied Services Profit Sharing Plan Trust (the "Trust").  As a result     
of the merger, each Sponsor of the Prior Plans became a Participating           
Company of the Plan and the Trust.  Effective January 1, 1991, the Plan was     
again amended and restated in its entirety and renamed the Ogden Profit         
Sharing Plan and effective January 1, 1992, the Atlantic Design Profit          
sharing Plan was merged with the Ogden Profit Sharing Plan.                     
       The purpose of the Plan is to provide eligible employees with a
convenient way to save on a regular and long-term basis and by providing        
such employees with a beneficial interest in the profits of the business,       
all as set forth herein and in the Trust Agreement adopted as part of the       
Plan.                                                                           
   The Plan, as hereby amended and restated, and the Trust are
intended to qualify as a plan and trust which meet the requirements of          
Section 401(a), 401(k) and 501(a), respectively, of the Internal Revenue        
Code of 1986, as now in effect or here-after amended, or any other              
applicable provisions of law including, without limitation, the Employee        
Retirement Income Security Act of 1974.                                         
       If a person retired or otherwise terminated employment prior to
January 1, 1991 and is not reemployed by a Participating Company thereafter,    
the rights under the Plan (or the Prior Plans) in respect of him, to            
retirement or other benefits under the Plan (or the Prior Plans) shall be       
governed by the applicable provisions of the Plan (or the Prior Plans) as       
in effect prior to January 1, 1991.                                             

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SECTION 2.  DEFINITIONS     

     When used herein the following terms shall have the following
meanings:                                                                       

      2.1. "Account" means the account established and maintained in
respect of a Participant including such Participant's Company Matched           
Account, Company Discretionary Account, pursuant to Sections 5.1 and 5.2,       
401(k) Matched Account and 401(k) Unmatched Account pursuant to Section         
4.1, and other accounts established pursuant to Appendix A.                     

       2.2. "Act" means the Employee Retirement Income Security Act of
1974, as now in effect or as hereafter amended.                                 

2.3. "Administrative Committee" means the Administrative
Committee provided for in Section 14.                                           

     2.4. "Affiliate" means any corporation which is included in a
controlled group of corporations (within the meaning of Section 414(b) of       
the Code), which includes the Company, any trade or business (whether or        
not incorporated) under the common control of the Company (within the           
meaning of Section 414(c) of the Code), any organization included in the        
same affiliated service group (within the meaning of Section 414(m) of the      
Code), as the Company, and any other entity affiliated with the Company         
pursuant to the Regulations under Section 414(o) of the Code, except that       
for purposes of applying the provisions of Sections 12 and 18 with respect      
to the limitation on contributions, Section 415(h) of the Code shall apply.     

2.5. "Base Compensation" means Compensation paid to a   
Participant that does not exceed the annual Social Security taxable wage base.  

  2.6. "Base Contribution Percentage" means the contribution
percentage as calculated in Section 6.2 which is applied to the Base            
Compensation.                                                                   

 2.7. "Beneficiary" means the beneficiary or beneficiaries
designated by a Participant pursuant to Section 13 to receive the amount,       
if any, payable under the Plan upon the death of such Participant.              

     2.8. "Board of Directors" means the Board of Directors of the
Company.                                                                        

2.9. "Break in Service" means Plan Year during which an 
individual has not completed more than 500 Hours of Service, as determined      
by the Administrative Committee in accordance with the Regulations.  Solely     
for purposes of determining whether a Break in Service has occurred, an         
individual shall be credited with the Hours of Service which such indi-         
vidual would have completed but for a maternity or paternity absence, as        
determined by the Administrative Committee in accordance with this Section      
2.7, the Code and the Regulations; provided, however, that the total Hours      
of Service so credited shall not exceed the 501 Hours of Service, and that      
the individual shall timely provide the Administrative Committee with such      
information as it shall require.  Hours of Service credited for a maternity     
or paternity absence shall be credited entirely (i) in the Plan Year in         
which the absence began if such Hours of Service are necessary to prevent a     
Break in Service in such Plan Year or (ii) in the following Plan Year.  For     
purposes of this Section 2.7, maternity or paternity absence shall mean an      
absence from work by reason of the individual's pregnancy, the birth of the     
individual's child or the placement of a child with the individual in           
connection with the adoption of the child by such individual, or for            
purposes of caring for a child for the period immediately following such        
birth or placement.                                                             

    2.10.     "Code" means the Internal Revenue Code of 1986, as
now in effect or as hereafter amended.  All citations to sections of the        
Code are to such sections as they may from time to time be amended or           
renumbered.                                                                     

    2.11.     "Committee" means the Administrative Committee and
the Investment Committee. For purposes of the Act, the members of the           
Administrative Committee and the Investment Committee shall be named            
fiduciaries (with respect to the matters for which they are hereby made         
responsible) of the Plan, and the Administrative Committee shall be the         
administrator of the Plan.                                                      

   2.12.     "Company" means Ogden Services Corporation or any
successor to the Company.                                                       

 2.13.     "Compensation" means the total salary and other
compensation paid during a Plan Year to an Employee from a Participating        
Company, including any amount which such Employee elects to have the            
Company contribute to a qualified plan under Section 401(k) of the Code,        
any benefit payments under a plan under Section 125 of the Code, but            
excluding imputed income, other non-cash compensation, lump sum severance       
pay, special discretionary cash payments, any contribution to the Plan or       
any other pension plan, profit-sharing plan or qualified or non-qualified       
benefit plan maintained by a Participating Company, any benefit payment         
under the Plan or any other such plan, reimbursed expense, or any               
withholding tax (federal, state or local) remitted by a Participating           
Company on behalf of an Employee in respect of imputed income arising out       
of group insurance coverage of such Employee.  Notwithstanding the foregoing,   
for Plan Years beginning after 1988, Compensation shall be limited to           
$200,000 for all Plan purposes, as adjusted for cost of living to the extent    
permitted by the Code and the Regulations (the "annual compensation limit").    
If less than a full Plan Year of Compensation is taken into account, then the   
annual compensation limit shall be multiplied by the ratio obtained by dividing 
the number of full months in the period by 12.  In determining the Compensation 
of a Participant for purposes of the annual compensation limit, the rules of    
Section 414(q)(6) shall apply, except that in applying such limitation, Family  
Member shall include only the spouse of the Participant and any lineal          
descendants of the Participant who have not attained age 19 before the close of 
the Plan Year. If, as a result of the application of such rules the adjusted    
$200,000 limitation is exceeded, then the limitation shall be prorated among    
the affected individuals in proportion to each such individual's Compensation   
as determined under this Section 2.11 prior to the application of annual        
compensation limit.                                                             

           2.14.     "Contributions" means those contributions made in respect
of a Participant including Company Matched Contributions and Company            
Discretionary Contributions made by a Participating Company pursuant to Section 
5.1 and 5.2, Pre-tax Contributions made by a Participant on a pre-tax basis     
pursuant to Section 4.1, and any other contribution made in accordance with     
Appendix A.                                                                     

     2.15.     "Disability" means an Employee's physical or mental
incapacity to perform his assigned duties with the Employer, such that he       
is eligible to receive either benefits under the long-term disability plan      
of the Employer or any Affiliate, or disability benefits under the Social       
Security Act and such incapacity is expected to last for more than 12 months    
as determined in a uniform manner by the Administrative Committee after         
reviewing any medical evidence which the Administrative Committee considers     
necessary, including the reports of any medical examinations required by the    
Administrative Committee.                                                       

    2.16.     "Early Retirement Date" means the first day of the
month coincident with or next following the Participant's attainment of age     
55 and 10 Years of Service.                                                     

2.17.     "Effective Date" means January 1, 1991.       

2.18.     "Employee"; "Eligible Employee":              

               (a)   Employee means an individual in the employ of
the Employer who is employed on an hourly or salaried basis.                    

                 (b)   Eligible Employee means any Employee other than
those who are included in a unit of Employees covered by a collective           
bargaining agreement and certain hourly employees who are in the employ of      
units that have been designated by the Company as being ineligible to           
participate in the Plan that does not provide for their participation in        
the Plan.                                                                       

2.19.     "Employer" means the Company and each other   
Participating Company, or any of them.                                          

    2.20.     "Excess Compensation" means Compensation paid that
exceeds the annual Social Security taxable wage base.                           

     2.21.     "Excess Contribution Percentage" means Contribution
percentage as calculated in Section 6.2 and which is applied to the Excess      
Compensation.                                                                   

   2.22.     "Family Member" means a spouse, lineal ascendants
and descendants of an Employee or former Employee and the spouses of such       
lineal ascendants and descendants.                                              

 2.23.     "Hours of Service" means the hours for which an
Employee shall receive credit for purposes of the Plan, as follows:             

                 (a)   One hour for each hour for which he is directly
or indirectly paid, or entitled to payment, by the Company or an Affiliate      
for the performance of duties during the applicable computation period for      
which his Hours of Service are being determined under the Plan.  (The hours     
shall be credited to the Employee for the computation period or periods in      
which the duties were performed, and shall include hours for which back pay     
has been either awarded or agreed to by the Company or an Affiliate as          
provided by regulations under the Act, with no duplication of credit for        
hours.)                                                                         

            (b)   One hour for each hour, in addition to the
hours in paragraph (a) above, for which he is directly or indirectly paid,      
or entitled to payment, by the Company or an Affiliate, for reasons other       
than for the performance of duties during the applicable computation            
periods, such as paid vacation, paid holiday, paid sickness, and similar        
paid periods of nonworking time (excluding time when such Employee is           
receiving long term disability benefits).  These hours shall be counted in      
the computation period or periods in which the hours for which payment is       
made occur.                                                                     

        (c)   One hour for each hour of the normally
scheduled work hours for each day during any period which he is on leave of     
absence from work with the Company or an Affiliate for military service         
with the armed forces of the United States, but not to exceed the period        
required under the law pertaining to veterans' reemployment rights;             
provided that if he fails to report for work at the end of such leave           
during which he has reemployment rights he shall not receive credit for         
hours on such leave.                                                            

                 (d)   The number of normally scheduled work hours for
each day of authorized leave of absence granted by the Company or an            
Affiliate in accordance with reasonable policies established therefor for       
which he is not compensated.  When no time records are available, the           
Employee shall be given credit for Hours of Service based upon the number       
of normally scheduled work hours for each day he is on the Company's or an      
Affiliate's payroll, as determined in accordance with reasonable standards      
and policies from time to time adopted by the Administrative Committee          
under Section 2530.200b-2(b) and (c) of the Labor Department Regulations,       
which are incorporated herein by this reference thereto.                        

       2.24.     "Investment Committee" means the Investment Committee
provided for in Section 14.2.                                                   

       2.25.     "Investment Funds" means the funds of the Trust Fund,
or any additional funds which the Investment Committee may establish from       
time to time by written notice to the Trustee in accordance with Section        
7.2.                                                                            

2.26.     "IRS" means the United States Internal Revenue
Service.                                                                        

       2.27.     "Labor Department" means the United States Department
of Labor.                                                                       

      2.28.     "Normal Retirement Age" means the Participant's 65th
birthday.                                                                       

     2.29.     "Normal Retirement Date" means the first day of the
month coincident with or next following the Participant's 65th birthday.        

2.30.     "Participant" means any Employee who begins to
participate in the Plan as provided in Section 3, and whose participation       
is not terminated; provided, however, that an Employee who was not a            
Participant in a Prior Plan or who was not an Employee on January 1, 1991       
shall not be eligible to become a Participant in the Plan until the             
completion of at least one Year of Service with the Company or Affiliate        
and had attained age 21.                                                        

  2.31.     "Participating Company" means the Company or any
subsidiary of, or other corporation or entity affiliated or associated          
with, the Company, the Board of Directors or equivalent governing body of       
which shall adopt the Plan and the Trust by appropriate action with the         
written consent of the Board of Directors.  By its adoption of the Plan, a      
Participating Company shall be deemed to appoint the Company, each of the       
Committees and the Trustee its exclusive agent to exercise on its behalf        
all of the power and authority conferred by the Plan or by the Trust upon       
the Company.  The authority of the Company, the Committees and the Trustee      
to act as such agent shall continue until the Plan is terminated as to the      
Participating Company and the relevant Trust Fund assets have been              
distributed by the Trustee as provided in Section 16 of the Plan.               

2.32.     "Pre Tax Contributions" means 401(k) matched  
contributions and 401(k) unmatched contributions as described in Section 4.1.   

  2.33.     "Pre Tax Contribution Accounts" means the 401(k)
matched account and the 401(k) unmatched account as described in Section 4.1.   

     2.34.     "Plan" means this Ogden Profit Sharing Plan, as the
same may be amended from time to time.                                          

2.35.     "Plan Year" means the calendar year.          

 2.36.     "Prior Plan" means the Ogden Corporation Profit
Sharing Plan, Ogden Allied Maintenance Retirement Savings Plan, Ogden           
Allied Maintenance Security Fund, Ogden Allied Facility Management              
Corporation of Iowa Savings and Security Plan, and effective January 1, 1992,   
Atlantic Design Profit Sharing Plan.                                            

       2.37.     "Regulations" means the applicable regulations issued
under the Code, the Act or other applicable law, by the IRS, the Labor          
Department or any other governmental authority and any proposed or              
temporary regulations or rules promulgated by such authorities pending the      
issuance of such regulations.                                                   

     2.38.     "Surviving Spouse" means the survivor of a deceased
former Participant to whom such deceased former Participant had been            
legally married (as determined by the Administrative Committee) at the time     
of the former Participant's death or at the time benefit payments commence,     
whichever is earlier.                                                           

2.39.     "Taxable Year" means the calendar year.       

     2.40.     "Trust" or "Trust Fund" means the trust established
by the Company as a part of the Plan.                                           

      2.41.     "Trustee" means the trustee or trustees of the Trust
who shall be appointed, and may be removed, with or without cause, by the       
Board of Directors.                                                             

      2.42.     "Valuation Date" means the last day of each calendar
month and such other date or dates specified by the Administrative Committee.   

  2.43.     "Vesting Service" means Years of Vesting Service
counted from each anniversary beginning on an Eligible Employee's date of       
hire to termination date.                                                       

       2.44.     "Year of Service" means any Plan Year during which an
individual completed at least 1,000 Hours of Service, as determined by the      
Administrative Committee in accordance with the Regulations. In addition,       
if an Employee does not complete 1,000 Hours of Service during the Plan         
Year in which his employment commenced but does complete at least 1,000         
Hours of Service during the 12 consecutive month period beginning on the        
date his employment commenced, as determined by the Administrative Commit-      
tee, then, for purposes of determining whether such Employee was partici-       
pating in the Plan, as provided in Section 3, he shall be credited with a       
Year of Service for such 12 consecutive month period.                           

       2.45.     "Years of Vesting Service" means a twelve consecutive
month period commencing on an Eligible Employee's date of hire, and each        
anniversary thereof, in which such Eligible Employee completes at least         
1,000 Hours of Service.                                                         

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SECTION 3.  PARTICIPATION           

    3.1. DATE OF PARTICIPATION.  Each person who (i) shall be an
Eligible Employee of the Company on the Effective Date, or (ii) shall have      
been a Participant under a Prior Plan on December 31, 1990 shall continue       
to be a Participant in the Plan on the Effective Date.  In addition, each       
other Eligible Employee who shall have attained age 21 shall become a           
Participant in the Plan on the anniversary date of his date of employment;      
provided, that such Participant has completed at least 1,000 Hours of           
Service during a 12-month period beginning on his first day of employment       
with a Participating Company or an Affiliate.                                   

3.2. PARTICIPATION AND ADJUSTMENTS.  The Administrative 
Committee shall take all necessary or appropriate action to ensure that         
each Employee eligible to become a Participant under this Section 3 becomes     
a Participant and, if it is determined that such an Employee has for any        
reason not been made a Participant in the Plan, such Employee shall             
retroactively become a Participant.  The Company Discretionary Account, as      
described in Section 5.2, of an Employee who retroactively becomes a            
Participant or for whom an administrative adjustment is made shall, upon        
becoming a Participant or upon such adjustment, consist solely of the           
aggregate amount of contributions and earnings which would have been            
allocated to his Account had he become a Participant when first eligible.       

    3.3. DURATION.  The participation of a Participant shall end
when no further benefits are payable to him on account of his participation     
in the Plan.                                                                    

3.4. REEMPLOYMENT.  (a)  If a reemployed Employee was a 
Participant at the time of his termination of employment, he shall              
immediately resume active participation in the Plan upon his reemployment       
and credit for his Hours of Service and Years of Service prior to his           
termination shall be reinstated.                                                

            (b)  If a reemployed Employee was not a Participant at the
time he was terminated, his Hours of Service shall be immediately               
reinstated and he shall become a Participant as provided in Section 3.1.        

            (c)  If a reemployed Employee was not a Participant at the
time he was terminated, and such Employee has incurred a Break in Service,      
his Hours of Service will not be credited and such Employee shall be            
treated as a new Employee.                                                      

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SECTION 4.  SAVINGS FEATURES          

      4.1. PRE-TAX CONTRIBUTIONS.  For each Plan Year, a Participant
may elect, subject to such terms and conditions as issued by the                
Administrative Committee, to have his Participating Company reduce his          
Compensation and contribute such amount (which shall be from 1% to 15% of       
his Compensation) on his behalf to the Plan as a Pre-tax Contribution.          
However, in no event may a Participant have a Pre-tax  Contribution of more     
than $7,627, adjusted, for Plan Years beginning after December 31, 1989,        
for increases in the cost of living in accordance with Section 402(g)(5) of     
the Code, contributed to the Plan on his behalf in a Plan Year.  The            
Company shall transfer all Pre-tax Contributions to the Trustee as soon as      
practical and shall credit the first 3% of contributions to the 401(k)          
Matched Account and all other Pre-tax Contributions in excess of 3% to the      
401(k) Unmatched Account.                                                       
All Pre-tax contributions under this Section shall be   
made by payroll deduction.                                                      

4.2. DISTRIBUTION OF EXCESS PRE-TAX CONTRIBUTIONS.      
Notwithstanding any other provision of the Plan, in the event that the          
aggregate amount of Pre-tax Contributions exceeds the limitation set forth      
in Section 4.1, herein the amount of such excess, increased by any income       
and decreased by any loss allocable thereto shall be distributed to a           
Participant making such Pre-tax Contributions not later than April 15 of        
the calendar year following the calendar year in which the excess occurred.     
If a Participant also participates, in any calendar year, in any other          
plans subject to the limitations set forth in Section 402(g) of the Code        
and has made excess deferrals under the Plan when combined with the other       
plans subject to such limits, to the extent the Participant, in writing         
submitted to the Administrative Committee no later than the March 1 of the      
calendar year following the calendar year for which the Pre-tax                 
Contributions were made, designates any Pre-tax Contributions under the         
Plan as excess deferrals, the amount of such designated excess, increased       
by any income and decreased by any losses attributable thereto, shall be        
refunded to the Participant no later than April 15 of the calendar year         
following the calendar year for which the Pre-tax Contributions were made.      
The income or loss allocable to any amount distributed pursuant to this         
Section 4.2 shall include the income or loss for the period between the end     
of the Plan Year and the date of such distribution.                             

    4.3. ELECTION TO INSTITUTE, CHANGE, OR RESUME CONTRIBUTIONS.
Subject to the provisions of Section 9.2, a Participant may elect to begin,     
change, resume, or suspend Pre-tax Contributions as of the first day of any     
month by filing a prescribed form with the Administrative Committee at          
least 15 days prior to such date.                                               

      4.4. LIMITATION ON PRE-TAX CONTRIBUTIONS.  Notwithstanding the
Pre-tax Contributions made pursuant to Sections 4.1 and 4.2 above, the          
Actual Deferral Percentage of the Highly Compensated Employees shall not        
exceed the greater of (i) or (ii) as follows:                                   

            (i)  125% of the Actual Deferral Percentage for Non-Highly
Compensated Employees; or           

            (ii) 200% of the Actual Deferral Percentage for Non-Highly
              Compensated Employees; provided, however, that the
                Actual Deferral Percentage of the Highly Compensated
           Employees may not exceed that of the Non-Highly
             Compensated Employees by more than two percentage
points.                             

Without the consent of a Participant, the Administrative
Committee may reduce or suspend the Pre-tax Contribution rate of a              
Highly Compensated Employee, return the respective portions of excess Pre-tax   
Contributions increased by any income and decreased by any losses of Highly     
Compensated Employees to such Highly Compensated Employees in accordance        
with Section 4.6.                                                               

4.5. DEFINITIONS.                                       

            (a)  "Actual Deferral Percentage" for a specified group of
Eligible Employees for a Plan Year shall mean the average of the ratios         
calculated separately for each Eligible Employee (the "actual deferral          
ratio") in such group of:                                                       

           (i)   the total amount of Pre-tax Contributions
                 credited to his 401(k) Matched and 401(k)
                 Unmatched Accounts for such Plan Year; to

              (ii)  the amount of the Participant's compensation
                      (as defined in Section 414(s) of the Code) for
the Plan Year.          

A Participant's Pre-tax Contribution will be taken into account under the       
Actual Deferral Percentage test, as described herein, for a Plan Year only      
if such contribution (i) relates to Compensation that has been received by      
the Participant during the Plan Year.  A Participant's Pre-tax Contribution     
will be taken into account under the Actual Deferral Percentage test for a      
Plan Year only if it is allocated to the Participant's Pre-tax Contribution     
Account as of a date within such Plan Year.  A  Pre-tax Contribution will       
be considered allocated within a Plan Year if such allocation is not            
contingent on participation or the performance of service after such date       
and the Pre-tax Contribution is actually paid to the Trust no later than 12     
months after the Plan Year to which such contribution relates.  An Eligible     
Employee's actual deferral ratio shall be zero if no Pre-tax Contribution       
is made on his behalf for such Plan Year.  If the Plan and one or more          
other plans which include cash or deferred arrangements are considered as       
one plan for purposes of Sections 401(a)(4) and 410(b) of the Code, the         
cash or deferred arrangements included in such plans shall be treated as        
one arrangement for purposes of this Section 4.5 and Section 4.6.  The          
actual deferral ratio taken into account under this Section 4.5 for any         
Highly Compensated Employee who participates in two or more Section 401(k)      
of the Code cash or deferred arrangements of the Employer shall be determined   
as if all such Section 401(k) cash or deferred arrangements were treated as one 
Section 401(k) cash or deferred arrangement.  For purposes of determining the   
actual deferral ratio of a Participant who is a Highly Compensated Employee     
subject to the family aggregation rules of Section 414(q)(6) of the Code        
because he is either a five-percent owner or one of the 10 most Highly          
Compensated Employees as described in Section 414(q)(6), the Pre-tax            
Contributions and compensation (within the meaning of Section 414(s) of the     
Code) of such Highly Compensated Employee shall include the Pre-tax             
Contributions and compensation of his Family Members, and such Family Members   
shall not be considered as separate Employees in determining the actual         
the actual deferral ratio.                                                      

      (b)  "Highly Compensated Employee" means an Eligible
Employee or Family Member who, during the relevant period is treated as a       
Highly Compensated Employee.  A Highly Compensated Employee includes any        
Employee who performs service for the Employer during the determination         
year who, (i) received compensation (within the meaning of Section 414(s)       
of the Code) from the Employer in excess of $75,000 (as adjusted pursuant       
to Section 415(d) of the Code); (ii) received compensation within the           
meaning of Section 414(s) of the Code from the Employer in excess of            
$50,000 (as adjusted pursuant to Section 415(d) of the Code) and was a          
member of the top-paid group for such year; or (iii) was an officer of the      
Employer or an Affiliate and received compensation (within the meaning of       
Section 414(s) of the Code) during such year that is greater than 50% of        
the dollar limitation in effect under Section 415(b)(1)(A) of the Code.         
The term Highly Compensated Employee also includes (x) Employees who are/is     
one of the 100 Employees who received the most compensation (within the         
meaning of Section 414(s) of the Code) from the Employer or an Affiliate        
during the determination year, (y) Employees who are five percent owners at     
any time during the determination year, and (z) Employees who have              
separated from service or are deemed to have separated from service prior       
to the determination year, who perform no service for the Employer or an        
Affiliate during the determination year and were Highly Compensated             
Employees for either the separation year or any determination year ending       
on or after such Employee's 55th birthday.  For purposes of (ii) above, the     
top-paid group consists of the top 20% of Employees ranked on the basis of      
compensation (within the meaning of Section 414(s) of the Code) received        
during the year (excluding Employees who are described in Section 414(q)(8)     
of the Code).  For purposes of (iii) above, the number of officers shall        
not exceed 50, or, if less, the greater of three Employees or 10% of the        
Employees (excluding Employees who are described in Section 414(q)(8) of        
the Code.)  If no officer has satisfied the compensation requirement of         
(iii) above during either a determination year or look-back year, the           
highest paid officer for such year shall be treated as a Highly Compensated     
Employee.  For purposes of this definition, the "determination year" and        
the "look-back year" shall be the Plan Year or the calendar year ending         
with or within the applicable determination year (or, in the case of a          
determination year that is shorter than 12 months, the calendar year ending     
with or within the 12-month period ending with the end of the applicable        
determination year).  If an Employee is, during a determination year or         
look-back year, a Family Member of either a five percent owner who is an        
active or former Employee or a Highly Compensated Employee who is one of        
the 10 most Highly Compensated Employees ranked on the basis of                 
compensation (within the meaning of Section 414(s) of the Code) paid by the     
Employer or Affiliate during such year, then the Family Member and the five     
percent owner or top 10 Highly Compensated Employee shall be aggregated.        
In such case, the Family Member and five percent owner of top 10 Highly         
Compensated Employee shall be treated as a single Employee receiving            
compensation (within the meaning of Section 414(s) of the Code) compen-         
sation and contributions or benefits, as applicable, equal to the sum of        
such compensation and contributions or benefits, as applicable, of              
the Family Member and five percent owner or top 10 Highly Compensated           
Employee. The determination of who is a Highly Compensated Employee,            
including the determination of the number and identity of Employees in the      
top-paid group, the top 100 Employees, the number of Employees treated as       
officers, and the Compensation that is considered, will be made in accordance   
with Section 414(q) of the Code and the Regulations thereunder.                 

           (c)  "Non-Highly Compensated Employee" means any Eligible
Employee who is neither a Highly Compensated Employee nor a Family Member       
of a Highly Compensated Employee.                                               

   4.6. REFUND OF EXCESS CONTRIBUTIONS.  If the Administrative
Committee is required, in order to comply with the provisions of Section        
4.4 and the Code, it shall refund excess contributions for a Plan Year,         
increased by any income and decreased by any losses attributable thereto        
through the date of such refund.  For purposes of this Section 4.6, "excess     
contributions" means, with respect to any Plan Year, the excess of the          
aggregate amount of Pre-tax Contributions (and any earnings and losses          
allocable thereto) made to the 401(k) Matched and 401(k) Unmatched Accounts     
of Highly Compensated Employees for such Plan Year, over the maximum amount     
of such contributions that could be made to the Pre-tax Contribution            
Accounts of such Participants without violating the requirements of Section     
4.4, determined for each such Highly Compensated Employee by reducing Pre-      
tax Contributions made on behalf of Highly Compensated Employees as follows:    

First, the actual deferral ratio of the Highly Compensated Employee with the    
highest actual deferral ratio is reduced to the extent necessary to satisfy     
the Actual Deferral Percentage test or cause such ratio to equal the actual     
referral ratio of the Highly Compensated Employee with the next highest         
ratio.  Second, this process shall be repeated until the Actual Deferral        
Percentage test is satisfied.  The amount of excess contributions of a          
Highly Compensated Employee is then equal to the total of the Pre-tax           
Contributions taken into account for the Actual Deferral Percentage test        
less the product of the Highly Compensated Employee's reduced actual            
deferral ratio, if applicable, as determined pursuant to this Section 4.6       
and his compensation (within the meaning of Section 414(s) of the Code).        
This procedure shall be known as the leveling method, as described in IRS       
Regulation Section 1.401(k)-1(f)(2).  In the case of a Highly Compensated       
Employee whose actual deferral ratio is determined under the family             
aggregation rules, the amount of excess contributions, as defined in this       
Section 4.6 shall be determined by reducing the actual deferral ratio in        
accordance with the leveling method described in this Section 4.6 and the       
excess contributions are allocated among the Family Members in proportion       
to the contributions of each Family Member that have been combined.  The        
distribution of such excess contributions shall be made to Highly               
Compensated Employees to the extent practicable before the 15th day of the      
third month immediately following the Plan Year for which such excess           
contributions were made, but in no event later than the end of the Plan         
Year following such Plan Year or, in the case of the termination of the         
Plan in accordance with Section 16, no later than the end of the 12-month       
period immediately following the date of such termination.                      

     Notwithstanding the foregoing provisions of this Section 4.6,
the amount of excess contributions to be distributed pursuant to Section        
4.2 with respect to a Participant for a Plan Year shall be reduced by any       
excess deferrals distributed to such Participant for such Plan Year             
pursuant to Section 4.1.  In no case may the amount of excess contributions     
to be refunded with respect to any Highly Compensated Employee exceed the       
amount of Pre-tax Contributions made on behalf of the Highly Compensated        
Employee for the Plan Year.                                                     

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SECTION 5.  COMPANY CONTRIBUTIONS             

    5.1. COMPANY MATCHED CONTRIBUTIONS.  A Participating Company
will contribute $1.00 for each $1.00 of 401(k) Matched Contributions of         
each Participant up to 3% of Compensation.                                      

   5.2. COMPANY DISCRETIONARY CONTRIBUTIONS.  For each Taxable
Year, a Participating Company may on a discretionary basis contribute to        
the Plan a fixed dollar amount or a percentage of the total Compensation        
earned by such Participating Company to a Participant who participated in       
the Plan for such Plan Year; provided however, that an Employee who was not     
a Participant in a Prior Plan or who was not an Employee of the Company on      
January 1, 1991 shall not be entitled to receive a Company contribution         
until the completion of at least one Year of Service with a Participating       
Company.  Such amount or percentage, if any, shall be determined by             
resolution of the Board of Directors of such Participating Company              
following the end of each Plan Year.  The Company shall deliver a copy of       
such resolution fixing the annual contributions of the Participating            
Company duly certified by the Secretary or Assistant Secretary of the           
Company to the Trustee as soon as practical following the end of such Plan      
Year.  In no event shall any contribution by a Participating Company exceed     
the amount deductible by it for federal income tax purposes.  On or about       
the date of determination of the contribution, the Administrative Committee     
shall be advised of the amount of such payment upon which its allocation is     
to be calculated.                                                               

       5.3. TIME OF PAYMENT OF COMPANY CONTRIBUTIONS.  A Participating
Company may make payment of its contribution, if any, for any Taxable Year      
on any date or dates it elects, provided that the total amount of its           
contribution for any Taxable Year shall be paid in full on or before such       
date as the Federal income tax laws applicable to such payment require the      
payment to be made in order to permit deduction of such payment for such        
Taxable Year.                                                                   

5.4. FORM OF PAYMENT OF COMPANY CONTRIBUTIONS.  The     
Participating Company's contribution for a Taxable Year shall be paid           
directly by the Company to the Trustee in cash or, at the option of the         
Participating Company, in whole or in part in other property acceptable to      
the Trustee.                                                                    

  5.5. MAINTENANCE OF SEPARATE ACCOUNTS.  The Administrative
Committee shall establish and maintain or cause to be established and           
maintained in respect of each Participant an Account showing his interest       
under the Plan and in the Trust Fund, including, if applicable, a Company       
Contribution Account, and Pre-tax Contribution Account, pursuant to             
Sections 4 and 5 and other Accounts (set forth in Appendix A) and all           
relevant data pertaining thereto.  Each Participant shall be furnished with     
a written statement of his Account at least annually and upon any               
distribution to him.  In maintaining such Accounts under the Plan, the          
Administrative Committee can conclusively rely on the valuations of the         
Trust Fund in accordance with the Plan and the terms of the Trust.              

5.6. MAINTENANCE OF ACCOUNTS SHALL NOT VEST ANY RIGHT IN
ASSETS.  The establishment and maintenance of, or allocations and credits       
to, the Account of any Participant shall not vest in any Participant any        
right, title or interest in and to any Plan assets or benefits except at        
the time or times and upon the terms and conditions and to the extent           
expressly set forth in the Plan and in accordance with the terms of the         
Trust.                                                                          

5.7. LIMITATION ON COMPANY MATCHED CONTRIBUTIONS.       

          (a)  Notwithstanding any other provision of this Section
5, the Actual Contribution Percentage for the Plan Year for Highly              
Compensated Employees, as defined in Section 4.5(b), shall not exceed the       
greater of the following Actual Contribution Percentage tests:  (A) the         
Actual Contribution Percentage for such Plan Year of those Eligible             
Employees who are not Highly Compensated Employees multiplied by 1.25, or       
(B) the Actual Contribution Percentage for the Plan Year of those Eligible      
Employees who are not Highly Compensated Employees multiplied by 2.0;           
provided that the Actual Contribution Percentage for Highly Compensated         
Employees does not exceed the Actual Contribution Percentage for such other     
Eligible Employees by more than two percentage points.  For purposes of         
this Section 5, the "Actual Contribution Percentage" for a Plan Year means,     
for each specified group of Eligible Employees, the average of the ratios       
(calculated separately for each Eligible Employee in such group) (the           
"actual contribution ratio") of (A) the sum of (I) Company Matched              
Contributions described in Section 5.1 made on account of Pre-tax               
Contributions made during the Plan Year and allocated to the Participant's      
Company Matched Account during the Plan Year and paid to the Trust within       
12 months after the Plan Year for which such contributions are made (except     
for Company Matched Contributions and Company Discretionary Contributions       
which are nonforfeitable when made and which are subject to the distribu-       
tion requirements under Section 1.401(k)-1(b) of the IRS Regulations, and       
are used to meet the Actual Deferral Percentage test under Section 4.4) and     
(II) if the Administrative Committee so elects in accordance with and to        
the extend permitted by IRS Regulations, Pre-tax Contributions (including       
excess contributions under Section 4.6 if the contribution would have been      
received in cash by the Participant had the Participant not elected to          
defer such amounts under Section 4.1) credited to his Pre-tax Contribution      
Account, to (B) the amount of the Partici-pant's compensation (as defined       
in Section 414(s) of the Code) for the Plan Year.  An Eligible Employee's       
Actual Contribution Percentage shall be zero if no contributions are made       
on his behalf for such Plan Year.  If the Plan and one or more other plans      
of the Employer to which Pre-Tax Contributions, Company Matched                 
Contributions, or Company Discretionary Contributions are made are treated      
as one plan for purposes of Sections 401(a)(4) and 410(b) of the Code, all      
Pre-Tax Contributions, Company Matched Contributions, or Company                
Discretionary Contributions of such plans shall be treated as being made        
under a single plan for purposes of this Section 5.7.  The actual               
contribution ratio taken into account under this Section 5.7 for any Highly     
Compensated Employee who is eligible to receive Company Matched Contri-         
butions or Company Discretionary Contributions under two or more plans          
described in Section 401(a) of the Code or arrangements described in            
Section 401(k) of the Code that are maintained by the Employer shall be         
determined as if all such contributions were made under a single plan.  The     
determination and treatment of the actual contribution ratio of any             
Participant shall satisfy such other requirements as may be required by the     
IRS Regulations.  For purposes of determining the actual contribution ratio     
of a Participant who is a Highly Compensated Employee subject to the family     
aggregation rules of Section 414(q)(6) of the Code because such Employee is     
either a five percent owner or one of the 10 most Highly Compensated            
Employees as described in Section 414(q)(6) of the Code, the Company            
Matched Contributions and Company Discretionary Contributions and               
compensation (within the meaning of Section 414(s) of the Code) of such         
Participant shall include the Company Matched Contributions and Company         
Discretionary Contributions and compensation (within the meaning of Section     
414(s) of the Code) of Family Members and such Family Members shall not be      
considered as separate Eligible Employees in determining the Actual             
Contribution Percentage.                                                        

         (b)  The Administrative Committee shall determine as of
the end of the Plan Year, and at such time or times in its discretion,          
whether one of the Actual Contribution Percentage tests specified in            
Section 5.7 is satisfied for such Plan Year.  This determination shall be       
made after first determining the treatment of excess deferrals within the       
meaning of Section 402(g) of the Code under Section 4.2 and then                
determining the treatment of excess contributions under Section 4.6.  In        
the event that neither of the Actual Contribution Percentage tests is           
satisfied, the Administrative Committee shall refund or forfeit the excess      
aggregate contributions in the manner described in Section 5.7.  For            
purposes of this Section 5.7, "excess aggregate contributions" means, with      
respect to any Plan Year and with respect to any participant, the excess of     
the aggregate amount of contributions (and any earnings and losses              
allocable thereto) made to (A) the Company Contribution Account (except to      
the extent used to meet the requirements of Section 4.4), and (B) the Pre-      
Tax Contribution Account (to the extent permitted by the IRS Regulations        
and if the Administrative Committee elects to take into account Pre-tax         
Contributions when calculating the Actual Contribution Percentage under         
Section 5.7(a)) of Highly Compensated Participants for such Plan Year, over     
the maximum amount of such contributions that could be made to the Company      
Contribution Account and Pre-tax Contribution Account of such Participants      
without violating the requirements of Section 5.7((a).  The amount of each      
Highly Compensated Participant's excess aggregate contributions shall be        
determined as follows:  First, the actual contribution ratio of the Highly      
Compensated Employee with the highest actual contribution ratio is reduced      
to the extent necessary to satisfy the Actual Contribution Percentage test      
under Section 5.7 (a) or cause such ratio to equal the actual contribution      
ratio of the Highly Compensated Employee with the next highest ratio.           
Second, the process is repeated until the Actual Contribution Percentage        
test is satisfied.  The amount of excess aggregate contributions for a          
Highly Compensated Employee is then equal to the total of the contributions     
taken into account for the Actual Contribution Percentage test minus the        
product of the Employee's reduced actual contribution ratio as determined       
above and the Employee's compensation (as defined in Section 414(s) of the      
Code).  This process shall be known as the levelling method, as described       
in IRS Regulation Section 1.401(m)-1(e)(2).  In the case of a Highly            
Compensated Employee whose actual contribution ratio is determined under        
family aggregation rules, the amount of excess aggregate contributions, as      
defined in this Section 5.7(b), shall be determined by reducing the actual      
contribution ratio in accordance with the leveling method described in this     
Section 5.7(b) and the excess aggregate contributions are allocated among       
the Family Members in proportion to the contributions of each Family Member     
that have been combined.                                                        

            (c)  If the Administrative Committee is required to refund
or forfeit excess aggregate contributions for any Highly Compensated            
Participant for a Plan Year in order to satisfy the requirements of Section     
5.7(a), then the refund or forfeiture of such excess aggregate                  
contributions shall be made with respect to such Highly Compensated             
Participants to the extent practicable before the 15th day of the third         
month immediately following the Plan Year for which such excess aggregate       
contributions were made, but in no event later than the end of the Plan         
Year following such Plan Year or, in the case of the termination of the         
Plan in accordance with Section 16, no later than the end of the 12-month       
period immediately following the date of such termination.  For each such       
Participant, amounts so refunded or forfeited shall be made in the              
following order of priority:  (A) to the extent permitted by law, by            
forfeiting nonvested amounts contributed to the Company Contribution Ac-        
count, and earnings thereon; (B) by distributing vested amounts contributed     
to the Company Contribution Account, and earnings thereon, of the Highly        
Compensated Participant; and (C) by distributing amounts contributed to the     
Pre-tax Contribution Account (to the extent such amounts are included in        
the Actual Contribution Percentage), including amounts contributed to the       
Company Contribution Account, and earnings thereon, to the extent such          
amounts were based on Pre-tax Contributions so distributed, and earnings        
thereon.  However, in no case may the amount of excess aggregate                
contributions refunded or forfeited with respect to any Highly Compensated      
Employee exceed the amount of Company Matched Contributions under Section       
5.1 made on behalf of the Highly Compensated Employee for the Plan Year.        
All such distributions and forfeitures shall be made to, or shall be with       
respect to, Highly Compensated Participants on the basis of the respective      
portions of such amounts attributable to each such Highly Compensated           
Participant as determined under Section 5.7(b).  The distribution of any        
excess aggregate contributions shall include the gains and losses allocable     
thereto for the Plan Year, as well as for the period between the end of the     
Plan Year and the date of the distribution.  The gain or loss allocable to      
excess aggregate contributions is the gain or loss allocable to the             
Participant's Company Contribution Account attributable to contributions        
under Section 5.1 (and any Pre-tax Contribution included in the Actual          
Contribution Percentage test) to the extent not included in the Actual          
Deferral Percentage test multiplied by a fraction, the numerator of which       
is the excess aggregate contribution for the Participant of the Plan Year       
and the denominator is the Participant's Company Contribution Account           
attributable to contributions under Section 5.1 (and all amounts treated as     
such for purposes of the Actual Contribution Percentage test) at the end of     
such Plan Year, without regard to gains and losses attributable to such         
Accounts for the Plan Year.  The amount of any forfeitures made pursuant to     
the Section 5.7 shall be used to reduce Employer Contributions in               
accordance with Section 8.4.                                                    

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SECTION 6.  ALLOCATION OF COMPANY CONTRIBUTIONS   

    6.1. ALLOCATION OF DISCRETIONARY COMPANY CONTRIBUTIONS.  The
Administrative Committee shall allocate the contribution of each                
Participating Company made in accordance with Section 5.2 among all             
Participants who (i) are employed by a Participating Company as of the last     
day of the Plan Year and (ii) eligible to receive a Company Contribution        
pursuant to Section 5.2.  The contribution shall be allocated to the            
Company Discretionary Contribution Account of each such eligible Partici-       
pant based upon a Social Security integrated formula, in accordance with        
Section 6.2.                                                                    
       A contribution shall be allocated with respect to a Participant
whose participation in the Plan terminated during the Plan Year because of:     

           (i)    the attainment of (1) age 65 or (2) age 55 and the
  completion of 10 Years of Service.

(ii)   his death or                           

(iii)  his Disability,                        

even if he was not employed by the Employer on the last day of the Plan         
Year.  If the Plan fails to satisfy Section 401(a)(26) of the Code, Company     
Contributions under Section 5.2 shall be allocated among the Eligible           
Employees who are Participants for the Plan Year in which such                  
contributions are made, in the proportion that the Compensation of each         
Participant bears to the total Compensation of all Participants for such        
Plan Year based upon a Social Security integrated formula.                      

6.2. DISCRETIONARY COMPANY CONTRIBUTION FORMULA.  The   
Discretionary Company Contribution will be allocated to the Participant's       
Accounts based on their Compensation for the Calendar Year.                     
       The Contribution to a Participant will be the total of his Base
Compensation multiplied by the Base Contribution Percentage plus his Excess     
Compensation multiplied by the Excess Contribution Percentage.                  
The Base Contribution Percentage (X) equals the Company 
Discretionary Contribution (A) divided by the sum of the Base Compensation      
of all Participants (C) plus 2 times the Excess Compensation of all             
Participants (B).                                                               

X = A / (C + 2B)                

     The Excess Contribution Percentage (Y) equals 2 time the Base
Contribution Percentage (X).                                                    

Y = 2X                          

  6.3  ALLOCATION OF MATCHING CONTRIBUTION.  A Participating
Company's Matching contribution for any Taxable Year under Section 5.1          
shall be allocated by the Administrative Committee or its agent, as             
promptly as administratively possible after such contribution shall have        
been made, to the Matching Contribution Account of each Participant on          
whose behalf a Matching Contribution has been made.                             

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SECTION 7.  INVESTMENT OF CONTRIBUTIONS           

     7.1. INVESTMENT BY TRUSTEES.  All monies, securities or other
property received as contributions under the Plan shall be delivered to the     
Trustee, to be managed, invested, reinvested and distributed for the            
exclusive benefit of the Participants and their Beneficiaries in accordance     
with the Plan, the Trust and any agreement with an insurance company or         
other financial institution constituting a part of the Plan and the Trust.      

7.2. INVESTMENT FUNDS.                                  

          (a)  The Trust shall consist of the Investment Funds, in
each of which each Participant who has any interest therein shall have an       
undivided proportionate interest.  The Investment Committee shall have,         
from time to time and at any time, the right to establish additional            
Investment Funds to implement and carry out investment objectives and           
policies as established by the Investment Committee.  The Investment            
Committee may from time to time delete Investment Funds on at least 30          
days' prior written notice to the Trustee.  Each Participant's undivided        
proportionate interest in each Investment Fund of the Trust shall be            
measured by the proportion that his account balance in such Investment Fund     
bears to the total account balances of all Participants in that Investment      
Fund as of the date that such interest is being determined.                     

          (b)  The Investment Funds shall consist of the following
investments:                        

                (1)   A "Company Stock Fund" which shall be invested
                        solely in the common stock of Ogden Corporation.

               (2)   An "Equity Fund" which shall be invested by a
                      professional manager or managers in such other
                      companies' common stocks and other  securities
                  whose investment objectives are a blend of
                    targets for appreciation, current income and
growth in dividends;    

               (3)   A "Fixed Income Fund" which shall be invested
                    in guaranteed interest contracts with one or
                   more insurance companies or banks, with the
                    earnings of such contracts being blended for
allocation purposes.    

               (4)   A "Merrill Lynch Treasury Fund" which invests
                  in a portfolio of U.S. Treasury Notes with
          maturities not exceeding one year.

7.3. INVESTMENT ELECTIONS.                              

(a)  A Participant's contributions and Company
Contributions shall be invested, at the written election of the                 
Participant, in accordance with one of the following options:                   

                 (i)  100% in one of the available Investment Funds;
or                      
               (ii)  in more than one Investment Fund allocated in
multiples of 5%.        

If a Participant does not make a written election, he shall be deemed to        
have elected to have his invested funds in the Merrill Lynch Treasury Fund.     
Each Participant is solely responsible for the selection of his investment      
options and the availability of an Investment Fund to Participants for          
investment under the Plan shall not be construed as a recommendation for        
investment in such Investment Fund.                                             

            (b)  Any investment direction given by a Participant shall
be deemed to be a continuing direction until changed.  A Participant may        
change his investment election under paragraph (a) with respect to future       
contributions as of the first day of each calendar quarter, provided, that      
such direction is given in writing, by filing an appropriate form with the      
Administrative Committee at least 30 days prior to such date or such            
earlier date as permitted by the Administrative Committee in accordance         
with rules uniformly applicable to Participants on a nondiscriminatory          
basis.                                                                          

     (c)  Subject to such rules as may be imposed by the
Trustee or other financial institution, a Participant may elect to transfer     
amounts in his Account among the Investment Funds as of the first day of        
each calendar quarter, provided that such direction is given in writing by      
filing an appropriate form with the Administrative Committee at least 30        
days prior to such date.  A Participant may transfer such amounts among the     
Investment Funds such that the value of his Account is invested 100% in one     
of the available Investment Funds or in more than one Investment Fund           
allocated in multiples of five percent.                                         

           (d)  The net credit balances in Participant's Accounts in
the respective Investment Funds of the Trust Fund shall be adjusted, upward     
or downward, pro rata, so that such net credit balances will reflect the        
investment earnings of each Investment Fund of the Trust Fund as of that        
Valuation Date, using fair market values as determined by the Trustee and       
reported to the Administrative Committee, after such investment earnings        
for the appropriate Investment Fund has been reduced by any expenses            
chargeable to that Investment Fund which have been paid and which may be        
incurred but not yet paid.                                                      

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SECTION 8.  VALUATIONS AND ADJUSTMENTS            

   8.1. SEPARATE ACCOUNTS.  The Administrative Committee shall
maintain separate accounts in accordance with Section 4 and 5 for each          
Participant in the Plan and such other accounts pursuant to Appendix A.         
The Account of each Participant shall be credited with contributions made       
on his behalf by a Participating Company and with earnings attributable to      
the assets held in his Account in accordance with Section 8.2.  A Participant's 
Account shall be reduced by all payments made to him or on                      
his behalf by any amounts forfeited by him in accordance with Section           
9.3(b) and by any net losses attributable to the assets held in his Account.    

  8.2. ALLOCATION OF EARNINGS AND LOSSES VALUATION OF TRUST.
       (a)  As of each Valuation Date in a Plan Year, and after giving
effect to any hardship withdrawal under Section 9.2(c), any loan under          
Section 9.5, any transfer or rollover under Appendix A, but before giving       
effect to the receipt and allocation of any Company Contribution or Employee    
Pre-tax Contributions, and before giving effect to any repayments of loans      
under Section 9.5, the participation of any new Participants in the Plan, any   
adjustments, or any distributions under Section 11, all assets of the           
respective Investment Funds shall be valued at fair market value as             
determined by the Trustee.                                                      
The Trustee shall adjust the net credit balances in the 
Accounts in the respective Investment Funds of the Trust Fund, upward or        
downward, pro rata, so that such net credit balances will reflect the           
investment earnings or losses of each Investment Fund of the Trust Fund as      
of that Valuation Date, using fair market values as determined by the           
Trustee and reported to the Administrative Committee.  All determinations       
made by the Trustee with respect to fair market values and investment           
earnings shall be made in accordance with generally accepted principles of      
trust accounting, and such determinations when so made by the Trustee and       
any determinations by the Administrative Committee based thereon, shall be      
conclusive and binding upon all persons having an interest under the Plan.      
          (b)  With respect to the valuation of the shares held in
the Company Stock Fund pursuant to Section 7.2(b), the cash withheld from       
Participants shall be delivered to the Trustee as soon as practicable.          
Upon receipt of such cash, the Trustee shall purchase shares in the Company     
Stock Fund as soon as practicable.  The shares purchased shall be valued        
under the Plan at the closing price as of the next succeeding Valuation         
Date.  Subsequent to the valuation of shares upon first entering the            
Company Stock Fund, such shares shall be valued at the closing price as of      
each Valuation Date thereafter.                                                 

8.3. EXPENSES.  The expenses of administering the Plan, 
including (i) the fees and expenses of any Employee and of the Trustee for      
the performance of their duties under the Plan and the Trust, (ii) the          
expenses incurred by the members of each of the Committees in the               
performance of their duties under the Plan (including reasonable                
compensation for any legal counsel, certified public accountants,               
consultants, and agents and cost of services rendered in respect of the         
Plan), and (iii) all other proper charges and disbursements of the Trustee      
or the members of the Committees (including settlements of claims or legal      
actions approved by counsel to the Plan) may be paid out of the Trust Fund,     
and allocated to and deducted from the Accounts of Participants by the          
Committees in accordance with the provisions of Section 8.2 above, if the       
Company does not pay such expenses directly.  However, the fees, expenses,      
charges and disbursements attributable to any Investment Fund shall be          
charged against the investment earnings of such Investment Fund as provided     
in Section 8.2 unless such expenses are deducted from the income of such        
Investment Fund, or, if such Investment Fund has no investment earnings in      
that Plan Year, shall be deducted pro rata from the Accounts of                 
Participants electing to invest in such Investment Fund.  The                   
Administrative Committee may, at its discretion, direct that certain            
expenses shall be paid out of specified Investment Funds if the                 
Administrative Committee deems it appropriate to reflect the cost of such       
Investment Funds.                                                               

       8.4. ALLOCATION OF FORFEITURES.  Subject to Section 9.3(c), any
forfeitures arising under the Plan shall be used to reduce the Company          
Contributions specified in Section 5, and shall be allocated as Company         
Contributions.                                                                  

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SECTION 9.  ELIGIBILITY FOR BENEFITS            

9.1. RETIREMENT DATE.                                   

  (a)  Any Participant who has attained his Normal
Retirement Age or his Early Retirement Date, shall have a nonforfeitable        
right to the value of his Account (reduced by any unpaid loans) and shall       
be entitled to benefits equal to the full value of his Account.                 

       (b)  If a Participant remains in employment after his
Normal Retirement Date, or becomes a Participant after such date, he shall      
participate in the contributions and benefits of the Plan in the same           
manner as any other Participant.  The deferred retirement date of a             
Participant who continues in employment after his Normal Retirement Date        
shall be the date of his termination of service.                                

            (c)  A Participant shall be considered to have retired for
the purposes of the Plan on the date his employment terminates on account       
of his Disability, regardless of his age.  The determination of the             
Administrative Committee as to whether a Participant is disabled and the        
date of such Disability shall be final, binding and conclusive.                 

 9.2. DISTRIBUTION OF PARTICIPANT'S ACCOUNT ON RETIREMENT,
DEATH, DISABILITY, OR HARDSHIP.                                                 

          (a)  Upon the termination of service of a Participant on
or after his Normal Retirement Age (or by reason of his death or                
Disability), an amount equal to the value of the Participant's Account as       
of the Valuation Date coincident with or next following (i) the date            
Service is terminated, provided that the Committee has received all the         
necessary forms from the Participant shall be paid from the Trust Fund.         
Such payment shall be by the method of distribution described and at the        
time specified in Section 11 below.                                             

            (b)  Subject to Section 11.3, if a former Participant dies
before payment of the full value of his Account from the Trust Fund, an         
amount equal to the value of the unpaid portion thereof shall be paid to        
his Beneficiary from the Trust Fund.  Such payment shall be made as specified   
in Section 11.                                                                  

       (c)  Effective January 1, 1989, upon the receipt of a
written application from a Participant, the Administrative Committee may        
distribute to a Participant any vested portion or all of a Participant's        
Account that has been vested to the extent necessary to enable such             
Participant to meet a Hardship in his financial affairs, provided that (i)      
such Participant shall establish to the satisfaction of the Administrative      
Committee, in accordance with principles and procedures established by the      
Administrative Committee which are applicable to all persons similarly          
situated, that a withdrawal to be made by him pursuant to this Section 9.2      
is to be made by reason of an immediate and heavy financial need as defined     
below and that such withdrawal is not in excess of the amount required to       
relieve such immediate and heavy financial need, (ii) no amount in a            
Participant's Account that is deemed invested in an outstanding loan to the     
Participant may be withdrawn.  A withdrawal by reason of an immediate and       
heavy financial need under this Section 9.2 may be requested by a               
Participant only after he has (i) withdrawn all employee contributions          
permitted to be withdrawn under any other plan maintained by the Employer       
and (ii) made all loans currently available under Section 9.5 or under any      
other plan maintained by the Employer.  The amount of any withdrawal            
pursuant to this Section 9.2 shall not exceed the amount required to meet       
the financial emergency.  Subject to the provision of this Section 9.2,         
each Participant may withdraw all or any portion of the vested aggregate        
amount of his Pre-tax Contribution Account (excluding earnings on post 1988     
Pre-tax Contributions) twice in a Plan Year.                                    
     A Participant shall give the Administrative Committee written
notice of a request for a withdrawal pursuant to the provisions of this         
Section 9 in accordance with such procedures as the Administrative              
Committee shall establish.  No withdrawal pursuant to this Section 9 shall      
be of an aggregate amount less than five hundred dollars ($500).  In the        
event a Participant who has requested a withdrawal terminates Service prior     
to the effective date (as specified below) of the withdrawal, the               
withdrawal request shall be void.  Withdrawals shall become effective on        
the last day of the valuation month during which the Administrative             
Committee receives a properly executed withdrawal form, unless a later date     
is requested therein, provided such request is received within the first 15     
days of the month in which a withdrawal is requested.  Payment of any           
withdrawals pursuant to this Section 9 shall be made solely in cash.  A         
Participant who makes a hardship withdrawal pursuant to Section 9.2(c)          
shall be suspended from making any further Pre-tax Contributions for a          
period of twelve months, effective as of the next practicable payroll           
following the effective date of the withdrawal.  Notwithstanding any other      
provision of the Plan, the Pre-tax Contributions of a Participant made in       
the Plan Year following the Plan Year during which a withdrawal pursuant to     
Section 9.2 was made, shall not exceed the applicable limit under Section       
402(g) of the Code for such Plan Year less the amount of Pre-tax                
Contributions made by the Participant during the Plan Year during which the     
withdrawal pursuant to Section 9.2 was made.                                    
 For purposes of this Section, the term "Hardship" means a
situation in which a Participant or his dependents are confronted by            
extreme financial need that cannot be satisfied from other sources.             

Hardship situations shall be limited to extraordinary expenses resulting from:  

   (1)  Medical expenses described in Section 213(d)
of the                                                                          
               Code incurred by the Participant, the Participant's
            spouse, or any dependents of the Participant (as
defined in Section 152 of the Code);

            (2)  Purchase (excluding mortgage payments) of a principal
residence for the Participant;      

         (3)  Payment of tuition for the next 12 months of post-
                secondary education for the Participant, his spouse,
children, or dependents;            

          (4)  The need to prevent the eviction of the Participant
              from his principal residence or foreclosure on the
              mortgage of the Participant's principal residence;
and                                 

            (5)  Such other immediate and heavy financial emergency as
               determined by the Administrative Committee pursuant
               to uniformly applicable guidelines and regulations.

   9.3. DISTRIBUTION ON OTHER TERMINATION OF SERVICE. Upon the
termination of service of any Participant which occurs other than on his        
retirement and for any reason other than death or Disability,  the              
terminated Participant shall be paid in a lump sum (other than shares held      
in the Company Stock Fund) an amount equal to the vested value of his           
Account if the terminated Participant files appropriate forms requesting a      
distribution from the Plan his Account will be valued as of he Valuation        
Date coincident with or following the later of (i) the effective date of        
termination of service, (ii) the date of termination from the payroll or        
(iii) the submission of the appropriate forms requesting a distribution.        

       9.4. IN-SERVICE WITHDRAWALS.  Notwithstanding the provisions of
Section 9.2 the Administrative Committee may distribute to a Participant on     
the first day of any month following (i) his attainment of age 59-1/2 and       
(ii) the receipt of a written application, in a lump sum an amount equal to     
all or any part of the vested value of a Participant's Account.                 

      9.5. LOANS.  Effective January 1, 1991, a Participant shall be
entitled to apply for a loan from the vested value of his Account (other        
than shares held in the Company Stock Fund); provided, however, such            
Participant gives at least 30 days' prior written notice to the                 
Administrative Committee.  The maximum amount available for a loan under        
the Plan (when added to the outstanding balance of all other loans from the     
Plan to the Participant) shall not exceed 50% of the vested portion of the      
Participant's Account up to the maximum of $50,000.  A loan equal to            
$50,000 must be reduced by the excess (if any) of (i) the highest               
outstanding loan balance attributable to the Account of the Participant         
requesting the loan during the one-year period ending on the day preceding      
the date of the loan, over (ii) the outstanding balance of all other loans      
from the Plan to the Participant on the date of the loan.  Loans shall be       
granted in $50.00 increments with $500.00 established as the minimum amount     
of any loan.  Authorization for such loans and the terms thereof shall be       
in the sole discretion of the Administrative Committee pursuant to uniform,     
non-discriminatory rules consistently applied to all Participants.  Two         
loans are permissible under the Plan, one for a general financial               
difficulty as determined and approved by the Committee, and one for the         
purchase of a primary residence.  The Committee shall not grant a loan to       
any Participant unless and until a current unpaid loan for the same purpose     
including accrued interest, has been liquidated.  A Participant may             
renegotiate both of his loans once during a Taxable Year.                       
  As a condition for obtaining a loan, the Participant shall
execute a promissory note payable to the Trust Fund authorizing the             
repayment of the loan through payroll deductions, a reasonable maturity         
date (subject to the restrictions described below) and a rate of interest       
equal to the Trustee's announced prime lending rate plus 1% as in effect on     
the 1st business day of each month.  The payment schedule shall provide for     
substantially level amortization with payments not less frequently than         
quarterly, equal to the amount necessary to amortize the balance due at         
maturity.  The maturity date for any loan will not be more than five years      
after the date of the loan except for loans to acquire a principal              
residence which will have a maturity date that is not more than ten years       
after the date of the loan.                                                     
      Each payment of principal and interest shall be transmitted to
the Trustee as soon as practicable after receipt by the Participating           
Company.  The outstanding balance of any loan may be fully repaid at any        
time without penalty.                                                           
      If a Participant has obtained a loan and subsequently defaults
in making any repayment installment when due, and such default continues        
for 90 days thereafter, or in the event of the Participant's bankruptcy,        
impending bankruptcy, insolvency or impending insolvency, the loan shall be     
deemed to be in default and the entire unpaid balance shall immediately         
become due and payable.  However, at the option of the Administrative           
Committee, the installments in default and all future installments may          
instead be withheld from the Participant's compensation.  If the unpaid         
balance becomes due and payable at any time, the Administrative Committee       
may direct the Trustee to pursue collection of the debt by any means            
generally available to a creditor where a promissory note is in default.        
If there remains any unpaid balance due on a loan to a Participant at the       
time his employment terminates for any reason, the loan shall terminate and     
the Trustee shall distribute to the Participant the promissory note             
evidencing the loan.  However, the Participant, or his Beneficiary, shall       
have the right to repay such unpaid balance before receiving a distribution     
of his Account pursuant to Section 11.                                          
      In no event shall any repayment of principal amounts on a loan
obtained under this Section, or interest thereon, be taken into account in      
determining whether the limitations described in Section 12 (to conform to      
the requirements of Section 415 of the Code) are exceeded.                      

       9.6. RESTRICTIONS ON DISTRIBUTIONS.   Notwithstanding any other
provision of the Plan, a Participant's Pre-tax Contribution Accounts may        
not be distributed earlier than upon one of the following events:               

           (a)  The Participant's Normal or Early Retirement, death,
 Disability or termination of service;

            (b)  The termination of the Plan without the establishment
               or maintenance of another defined contribution plan
             (other than an employee stock ownership plan or a
simplified employee plan);          

         (c)  the Participant's attainment of age 59-1/2 or upon
the Participant's Hardship; or      

    (d)  The sale or disposition by the Employer to an
                 unrelated corporation of (i) substantially all of the
          assets used in a trade of business or (ii) the
              Employer's interest in a subsidiary, but only with
                respect to Participants who continue employment with
               the acquiring corporation or the subsidiary, as the
               case may be, and the acquiring corporation does not
    maintain the Plan after the disposition.

     9.7. DIRECT ROLLOVERS.  Effective on or after January 1, 1993

     (a)  Distributee may elect, at a time and manner as
permitted by the Administrative Committee, to have any portion of an            
Eligible Rollover Distribution paid as a Direct Rollover to an Eligible         
Retirement Plan, as specified by the Distributee.                               

           (b)  For purposes of the Section 9.7, the following terms
shall have the following meanings:                                              

            (i)   "Eligible Rollover Distribution" means any
               distribution of all or any portion of a
                       Distributee's Account other than a distribution
                  required by Section 401(a)(9) of the Code.

              (ii)  "Eligible Retirement Plan" means any plan or
                    program that is (1) an individual retirement
                      account, as described in Section 408(a) of the
                      Code, (2) an individual retirement annuity, as
                       described in Section 408(b) of the Code, (3) an
                       annuity plan, as described in Section 403(a) of
                  the Code, or (4) a qualified plan and tax-
                     exempt trust, as described in Sections 401(a)
                     and 501(a) of the Code; and for a Distributee
                 that is the Surviving Spouse, an Eligible
                      Retirement Plan means any plan or program that
                      is an (1) individual retirement account or (2)
                      individual retirement annuity, as described in
               Sections 408(a) and 408(b) of the Code,
respectively.           

             (iii) "Distributee" means a Participant or former
               Participant.  A Participant's or former
                      Participant's Surviving Spouse, or a spouse of
                     a Participant or former Participant who is an
                    alternative payee under a Qualified Domestic
                   Relations Order, described in Section 17.5,
                    with regard to the interest of the spouse or
                    former spouse in the Participant's or former
                      Participant's Account, shall be a Distributee.

               (iv)  "Direct Rollover" means a distribution by the
              Plan to an Eligible Retirement Plan as
     specified by the Distributee.

        (c)  The provisions of this Section 9.7 shall apply to
distributions made on or after January 1, 1993.                                 

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SECTION 10.  VESTED INTERESTS     

    10.1.     PRE TAX CONTRIBUTIONS.  A Participant will be 100%
vested and have a nonforfeitable right to the value of the Pre Tax              
Contribution Accounts (401(k) Matched Account and 401(k) Unmatched Account).    

   10.2.     COMPANY CONTRIBUTIONS.  A Participant will become
100% vested and have a nonforfeitable right to the value of the Company         
Contribution Accounts (Company Matched, Company Prior, Company                  
Discretionary Accounts) upon completion of five years of Vesting Service.       
If a Participant was eligible to participate in the Plan on December 31,        
1990, they will be vested in all future and past Company Contributions.         

   10.3.     TRANSFERRED ACCOUNTS.  A Participant will be 100%
vested in all accounts transferred to this Plan as referenced in Appendix A.    

10.4.     BREAK IN SERVICE FOR VESTING.                 

            (a)  If the terminated Participant incurs five consecutive
Breaks in Service or dies before he returns to employment, any excess of        
the amount credited to such terminated Participant's Account over his           
Vested Interest shall be permanently forfeited by him upon the fifth such       
consecutive Break in Service, upon his death or upon receipt of his Vested      
Interest upon termination of service, whichever is earlier.                     

       (b)  If the terminated Participant returns to service
prior to incurring five consecutive Breaks in Service, any excess of the        
amount credited to such terminated Participant's Account over his Vested        
Interest shall be reinstated and recredited, if necessary, by additional        
contributions by his Participating Company to the Participant's Company         
Contribution Account as of the last day of the month in which the               
terminated Participant performs an Hour of Service, the last day of the         
next following month or by a priority reallocations of the then current         
forfeitures.  As of any Valuation Date thereafter, such Participant's           
Vested Interest shall be determined by (i) adjusting the amount of his          
Account on the date of his most recent termination of service as if such        
amount had been held in the Trust since the date of distribution as             
provided in Section 8, ("adjusted previous account"), and then (iii)            
multiplying his Vested Interest by his adjusted total account, and then         
(iv) subtracting the amount of his distribution on his most recent              
termination of service, adjusted as if such distribution had been held in       
the Trust since the date of his distribution as provided in Section 8, from     
his adjusted total account.  Such Participant may repay to the Plan, in one     
lump cash sum within two years after reemployment, the full amount              
distributed to him pursuant to his prior termination of service.  Any           
amount repaid pursuant to this Section 9.3(c) shall be invested in the          
Investment Funds in the proportions selected in the most recent written         
election filed by the Participant with the Administrative Committee             
pursuant to Section 7.3.                                                        

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SECTION 11.  METHOD OF PAYMENT OF BENEFITS        

     11.1.     PAYMENT OF BENEFITS.  Any benefit payable under the
Plan pursuant to Section 9 shall be paid in one lump cash sum. However, a       
Participant may elect to receive the value of his Company Stock Fund in         
shares of Ogden Corporation Common Stock.                                       

11.2.     COMMENCEMENT OF PAYMENT.                      

         (a)  Any benefit payable to a Participant under Section
11.1 shall be paid within 60 days after the end of the Plan Year in which       
an event specified in Section 9 occurs; provided, however, that a Participant   
may defer the distribution.  Any amount so deferred shall                       
remain in the Participant's Account until distributed; provided, however,       
such Participant shall not share in any contribution pursuant to Sections       
5.1 or 5.2 but shall share in any earnings, losses, and expenses pursuant       
to Sections 8.2 and 8.3.                                                        

       (b)  Notwithstanding any other provision of the Plan,
unless otherwise provided by law, any benefit payable to a Participant          
shall commence no later than the April 1st of the calendar year following       
the calendar year in which such Participant attains age 70-1/2; provided,       
however, if a Participant attained age 70-1/2 prior to January 1, 1988,         
except as otherwise provided, any benefit payable to such Participant shall     
commence no later than April 1st of the calendar year following the later       
of (i) the calendar year in which the Participant attains age 70-1/2 or         
(ii) the calendar year in which Participant retires.  Such benefit shall be     
paid, in accordance with the Regulations, over a period not extending           
beyond the life expectancy of such Participant and his Beneficiary.  Life       
expectancy for purposes of this Section shall not be recalculated annually      
in accordance with the Regulations.                                             

     (c)  If distribution of a Participant's benefit has
commenced prior to a Participant's death, and such Participant dies before      
his entire benefit is distributed to him, distribution of the remaining         
portion of the Participant's benefit to the Participant's Beneficiary shall     
be made at least as rapidly as under the method of distribution in effect       
as of the date of the Participant's death.                                      

       (d)  If a Participant dies before distribution of his
benefit has commenced, distributions to any Beneficiary shall be made on or     
before the December 31st of the calendar year which contains the fifth          
anniversary of the date of such Participant's death; provided, however, at      
the Beneficiary's irrevocable election, duly filed with the Committee           
before the applicable commencement date set forth in the following              
sentence, any distribution to a Beneficiary may be made over a period not       
extending beyond the life expectancy of the Beneficiary.  Such distribution     
shall commence not later than the December 31st of the calendar year            
immediately following the calendar year in which the Participant would have     
attained age 70-1/2, if later (or, in either case, on any later date            
prescribed by the Regulations).  If such Participant's Surviving Spouse         
dies after such Participant's death but before distributions to such            
Surviving Spouse commence, this Subsection (d) shall be applied to require      
payment of any further benefits as if such Surviving Spouse were the            
Participant.                                                                    

       (e)  If a Participant dies before distribution of his
benefit has commenced, distributions to any Beneficiary shall be made on or     
before the December 31st of the calendar year which contains the fifth          
anniversary of the date of such Participant's death.                            

         (f)  Pursuant to the Regulations, any benefit paid to a
child shall be treated as if paid to a Participant's Surviving Spouse if        
such amount will become payable to such Surviving Spouse on the child's         
attaining majority, or other designated event permitted by the Regulations.     

            (g)  If a Participant who is a five percent owner attained
age 70-1/2 before January 1, 1988, any benefit payable to such Participant      
shall commence no later than the April 1st of the calendar year following       
the later of (i) the calendar year in which the Participant attains age 70-     
1/2 or (ii) the earlier of (A) the calendar year within which the               
Participant becomes a 5% owner or (B) the calendar year in which the            
Participant retires.  For purposes of this Subsection (g), a five percent       
owner shall mean a five percent owner of such Participant's Employer as         
defined in Section 416(i) of the Code at any time during the Plan Year in       
which such owner attains age 66 or any subsequent Plan Year.                    

11.3.     TIME OF PAYMENT                               

          (a)  ANY ELECTION UNDER SECTION 11.1 must be made by the
payee upon or following the Participant's termination of employment by          
reason of his retirement, death, or Disability but prior to the date that       
payments commence pursuant to the provisions of the Plan.  In any event,        
payments shall be made no later than the 60th day following the date on         
which the amount of the payment under the Plan (or in the case of more than     
one payment, the first said payment) can be ascertained under the Plan.         

          (b)  Notwithstanding any other provision of the Plan, to
the extent required by the Code and the Regulations, if the value of a          
Participant's Account exceeds or ever exceeded $3,500, no distribution          
shall be made to such Participant prior to the date he attains his Normal       
Retirement Age without his written consent.  In the absence of receipt of       
such consent by the Administrative Committee prior to the 60th day              
following the date of the Participant's termination of Service, payment of      
the benefit to such Participant may commence as soon as practical after the     
Participant's attainment of Normal Retirement Age, which benefit shall be       
in an amount equal to the value of the Participant's Account as of the          
Valuation Date coincident with or immediately following the Participant's       
attainment of Normal Retirement Age.                                            

          (c)  Benefits payable under the Plan to a Participant or
Beneficiary from the Company Stock Fund, other than hardship withdrawals or     
loans made pursuant to Section 9, shall be paid cash, unless the Participant    
elects to receive such distribution in whole shares of the                      
stock held in such Investment Fund or Funds (containing such legends and        
upon such terms and conditions and restrictions as the Committee may, in        
its sole discretion, direct), together with any cash credited to his            
Account either awaiting investment in such stock or representing fractional     
shares of such stock.                                                           

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SECTION 12.  MAXIMUM AMOUNT OF ALLOCATION       

   12.1.     APPLICATION OF SECTION 12.  The provision of this
Section 12 shall govern notwithstanding any other provisions of the Plan.       

      12.2.     MAXIMUM ADDITIONS TO ACCOUNT.  Annual Additions to a
Participant's Account may not exceed the lesser of (a) $30,000 or, if           
greater, one-fourth of the defined benefit dollar limitation set forth in       
Section 415(b)(1)(A) of the Code as in effect, or (b) 25% of the                
Participant's compensation (as defined in Section 415(c) of the Code).  For     
this purpose, the term "Annual Additions" shall mean the sum of the             
following amounts which without regard to this Section 12 would have been       
credited to the Participant's Account for any Plan Year under the Plan and      
under any other defined contribution plans of the Employer or an Affiliate:     
(i) Company Contributions; (ii) Pre-tax Contributions; (iii) contributions      
allocated to any individual medical account defined in Section 416(i) of        
the Code, the amount allocated to a separate account established for post-      
retirement medical or life insurance benefits of such Participant described     
in Section 419A(d)(1) of the Code.  The term Annual Additions shall             
include, whether or not refunded, excess deferrals as described in Section      
4.2.  Solely for purposes of this Section, Annual Additions shall include a     
Participant's contributions under a qualified cost-of-living arrangement        
described in Section 415(k)(2) of the Code.                                     

     12.3.     ORDER OF REDUCTION.  If as a result of a reasonable
error in estimating a Participant's Compensation, a reasonable error in         
determining the amount of Pre-tax Contributions, or under such other facts      
and circumstances as determined by the IRS, including the limitations of        
Section 12.2, amounts which would otherwise be allocated to a Participant's     
Account must be reduced, such reduction shall be made in the following          
order of priority, but only to the extent necessary:                            

         (a)  Company Contributions made pursuant to Section 5.1
               and 5.2 allocable to such Participant in respect of
             such Plan Year shall be reduced and the amount of
              such reduction shall be utilized to reduce Company
              Contributions which would otherwise be made to the
Plan; and then                      

  (b)  to the extent permitted by the Code and the
             Regulations, the amount of Pre-tax Contributions,
       exclusive of any earnings of the Trust Fund
          attributable thereto, shall be refunded to the
                Participant or, to the extent required by law, shall
               be held unallocated in a suspense account and shall
         be applied, as directed by the Administrative
                 Committee in accordance with the law and regulations,
          as a credit to reduce the contributions of the
               Employer for the next Plan Year and in the event of
                termination of the Plan shall be returned to the Em-
ployer.                             

12.4.     ADDITIONAL ACCOUNT LIMITATIONS.               

           (a)  In the event that, in any Plan Year and with respect
to any Participant, the sum of the "Defined Contribution Fraction" (as          
defined in paragraph (b)(1)), the "Defined Benefit Fraction" (as defined in     
paragraph (b)(2)) would otherwise exceed 1.0, the benefit payable under the     
defined benefit plan shall be reduced in accordance with the provisions of      
that plan, but only to the extent necessary to ensure that such limitation      
is not exceeded.                                                                

          (b)  For purposes of paragraph (a) of this Section 12.4,
the following terms shall have the following meanings:                          

                (1)   "Defined Contribution Fraction" shall mean, as
               to any Participant for any Plan Year, a
                       fraction, (i) the numerator of which is the sum
                      of Annual Additions, for the Plan Year and all
                     prior Plan Years, as of the close of the Plan
                     Year and (ii) the denominator of which is the
                   sum of the lesser of the following amounts,
                  determined for such Plan Year and for each
               prior Plan Year (A) the product of 1.25
                     multiplied by the dollar limitation in effect
                       for such Plan Year under Section 12.2(a) or (B)
                   the product of 1.4 multiplied by the amount
                     which may be taken into account under Section
                   12.2(b) with respect to the Participant for
                    such Plan Year; provided, however, that, for
                  years ending prior to January 1, 1976, the
                       numerator of such fraction shall in no event be
                deemed to exceed the denominator of such
                 fraction; and, further provided, that the
                    Administrative Committee, in determining the
                      Defined Contribution Fraction may elect to use
                   the special transitional rules permitted by
                   Section 415 of the Code and the Regulations
thereunder; and         

              (2)   "Defined Benefit Fraction" shall mean, as to
                      any Participant for any Plan Year, a fraction,
                   (i) the numerator of which is the projected
                     annual benefit (determined as of the close of
                the Plan Year and in accordance with the
                 Regulations) of the Participant under any
                   defined benefit plan (as defined in Section
                    414(j) and 415(k) of the Code) maintained by
                 the Company or any Affiliate and (ii) the
                       denominator is the lesser of (A) the product of
                   1.25 multiplied by the dollar limitation in
                     effect under Section 415(b)(1)(A) of the Code
                    for such Plan Year or (B) the product of 1.4
                    multiplied by an amount equal to 100% of the
                       Participant's average compensation for his high
                 three years within the meaning of Section
                 415(b)(3) of the Code for such Plan Year.

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SECTION 13.  DESIGNATION OF BENEFICIARIES           

       13.1.     BENEFICIARY DESIGNATION.  Each Participant shall file
with the Administrative Committee a written designation of one or more          
persons as the Beneficiary who, subject to this Section 13.1, shall be          
entitled to receive the amount, if any, payable under the Plan upon his         
death.  A Participant may from time to time revoke or change his                
beneficiary designation without the consent of any prior Beneficiary by         
filing a new designation with the Administrative Committee; provided,           
however, that if a Participant's spouse has consented to the designation of     
a Beneficiary as provided in Section 13.1, and the Participant revokes such     
beneficiary designation, no new beneficiary designation shall be effective      
unless it complies with Section 13.1.  The last such designation received       
by the Administrative Committee shall be controlling; provided, however,        
that no designation, or change or revocation thereof, shall be effective        
unless received by the Administrative Committee prior to the Participant's      
death, and in no event shall it be effective as of a date prior to such         
receipt.  If a Beneficiary shall die prior to receiving the distribution        
that would have been made to such Beneficiary had such Beneficiary's death      
not occurred, then for the purposes of the Plan the distribution that would     
have been received by such Beneficiary shall be made to the Beneficiary's       
estate.                                                                         

       13.2.     FAILURE TO DESIGNATE BENEFICIARY.  Subject to Section
13.1, if no such beneficiary designation is legally in effect at the time       
of a Participant's death, or if no designated Beneficiary survives the          
Participant, the payment of the amount, if any, payable under the Plan upon     
his death shall be made to the Participant's estate.  If the Administrative     
Committee is in doubt as to the right of any person to receive such amount,     
the Administrative Committee may direct the Trustee to retain such amount,      
without liability for any interest thereon, until the rights thereto are        
determined, or the Administrative Committee may direct the Trustee to pay       
such amount into any court of appropriate jurisdiction and such payment         
shall be a complete discharge of the liability of the Plan and the Trust.       

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SECTION 14.  ADMINISTRATION OF THE PLAN           

     14.1.     POWERS AND DUTIES OF ADMINISTRATIVE COMMITTEE.  The
Administrative Committee shall have general responsibility for the              
administration and interpretation of the Plan (including, but not limited       
to, complying with reporting and disclosure requirements, and establishing      
and maintaining Plan records).  The Administrative Committee shall engage       
certified public accountants, who may be accountants for the Company, as it     
shall require or may deem advisable for purposes of the Plan.  The              
Administrative Committee shall communicate any requirements and objectives      
of the Plan, and any audit information which may be pertinent to the            
investment of Plan assets to the Investment Committee, which shall              
establish investment standards and policies and communicate the same to the     
Trustee (or other funding agencies under the Plan).  The Administrative         
Committee shall have no responsibility for the investment of assets under       
the Plan or the Trust.                                                          

 14.2.     POWERS AND DUTIES OF INVESTMENT COMMITTEE.  The
Investment Committee shall periodically review the investment performance       
and methods of the Trustee and any other funding agency, including any          
insurance company, under the Plan.  The Board of Directors shall have the       
authority to appoint, remove or change the Trustee and any other funding        
agency.  The Investment Committee shall have the power to appoint or remove     
one or more investment advisers and to delegate to such adviser authority       
and discretion to manage (including the power to acquire and dispose of)        
the assets of the Plan, provided that (i) each adviser with such authority      
and discretion shall be either a bank, an insurance company or a registered     
investment adviser under the Investment Advisers Act of 1940, and shall         
acknowledge in writing that it is a fiduciary with respect to the Plan and      
(ii) the Investment Committee shall periodically review the investment          
performance and methods of each adviser with such authority and discretion.     
If annuities are to be purchased under the Plan, the Investment Committee       
shall determine what contracts should be made available to terminated           
Participants or purchased by the Trust.                                         

       14.3.     POWERS AND DUTIES OF TRUSTEE.  The Trustee shall have
responsibility under the Plan for the management and control of the assets      
of the Plan and shall have responsibility for the investment and management     
of such assets to the extent that such assets are invested in an Investment     
Fund or the Trustee has been appointed an investment adviser pursuant to        
Section 14.2.                                                                   

14.4.     AGENTS, REPORT OF COMMITTEES TO BOARD.  The   
Administrative Committee and the Investment Committee may arrange for the       
engagement of such legal counsel who may be counsel for the Employer, and       
make use of such agents and clerical or other personnel as they each shall      
require or may deem advisable for purposes of the Plan.  Each of the            
Committees may rely upon the written opinion of such counsel and the            
accountants engaged by the Administrative Committee and may delegate to any     
such agent or to any sub-committee or member of such Committee its              
authority to perform any act hereunder, including without limitation, those     
matters involving the exercise of discretion, provided that such delegation     
shall be subject to revocation at any time at the discretion of each of the     
said Committees.  Each of the Committees shall report to the Board of           
Directors, or to a committee of the Board of Directors designated for that      
purpose, as frequently as shall be specified by the Board of Directors or       
such committee, with regard to the matters for which it is responsible          
under the Plan.                                                                 

14.5.     STRUCTURE OF COMMITTEES.  The Administrative  
Committee and the Investment Committee each shall consist of three or more      
members, each of whom shall be appointed by, shall remain in office at the      
will of, and may be removed, with or without cause, by the Board of             
Directors.  A majority of the members of the Administrative Committee shall     
be Employees (who may also be Directors.) Any member of either of  the          
Committees may resign at any time.  No member of either of the Committees       
shall be entitled to act on or decide any matter relating solely to himself     
or any of his rights or benefits under the Plan.  In the event the              
Administrative Committee is unable to act in any matter by reason of the        
foregoing restriction, the Board of Directors shall act on such matter.         
The members of the Committees shall not receive any special compensation        
for serving in their capacities as members of such Committees but shall be      
reimbursed for any reasonable expenses incurred in connection therewith.        
Except as otherwise required by the Act, no bond or other security need be      
required of the Committees or any member thereof in any jurisdiction.  Any      
person may serve on both of the Committees and any member of either of the      
Committees, any subcommittee or agent to whom either of the Committees          
delegates any authority, and any other person or group of persons, may          
serve in more than one fiduciary capacity (including service both as a          
trustee and administrator) with respect to the Plan.                            

       14.6.     ADOPTION OF PROCEDURES OF COMMITTEES.  Each Committee
shall establish its own procedures and the time and place for its meetings,     
and provide for the keeping of minutes of all meetings.  A majority of the      
members of a Committee shall constitute a quorum for the transaction of         
business at a meeting of such Committee.  Any action of a Committee may be      
taken upon the affirmative vote of a majority of the members of the Commit-     
tee at a meeting or without a meeting, by mail, telegraph or telephone,         
provided that all of the members of the Committee are informed by mail or       
telegraph of their right to vote on the proposal and of the outcome of the      
vote thereon.                                                                   

       14.7.     DEMANDS FOR MONEY.  All demands for money of the Plan
shall be signed by an officer or officers or such other person or persons       
as the Administrative Committee may from time to time designate in writing      
who shall cause to be kept full and accurate accounts of receipts and           
disbursements of the Plan, shall cause to be deposited all funds of the         
Plan to the name ad credit of the Plan, in such depositories as may be          
designated by the Investment Committee, shall cause to be disbursed the         
monies and funds of the Plan when so authorized by the Administrative           
Committee and shall generally perform such other duties as may be assigned      
to him from time to time by either of the Committees.                           

     14.8.     CLAIMS FOR BENEFITS.  All claims for benefits under
the Plan shall be submitted in writing to, and within a reasonable period       
of time decided by, one person designated in writing by the Administrative      
Committee.  Written notice of the decision on each such claim shall be          
furnished reasonably promptly to the claimant.  If the claim is wholly or       
partially denied, such written notice shall set forth an explanation of the     
specific findings and conclusions on which such denial is based.  A             
claimant may review all pertinent documents and may request a review by the     
Administrative Committee of such a decision denying the claim.  Such a          
request shall be made in writing and filed with the Administrative              
Committee within a reasonable period of time, as specified by the               
Administrative Committee in writing from time to time, after delivery to        
said claimant of written notice of said decision by the Administrative          
Committee.  Such written request for review shall contain all additional        
information which the claimant wishes the Administrative Committee to           
consider.  The Administrative Committee may hold any hearing or conduct any     
independent investigation which it deems necessary to render its decision,      
and the decision on review shall be made as soon as possible after the          
Administrative Committee's receipt of the request for review.  Written          
notice of the decision on review shall be promptly furnished to the             
claimant and shall include specific reasons for such decision by the            
Administrative Committee.  For all purposes under the Plan, such decisions      
on claims (where no review is requested) and decisions on review (where         
review is requested) shall be final, binding and conclusive on all              
interested persons as to participation and benefit eligibility, the             
employee's amount of Compensation and as to any other matter of act or          
interpretation relating to the Plan.                                            

    14.9.     HOLD HARMLESS.  To the maximum extent permitted by
law, no member of the Administrative Committee or the Investment Committee      
shall be personally liable by reason of any contract or other instrument        
executed by him or on his behalf in his capacity as a member of such            
Committee nor for any mistake of judgment made in good faith, and the           
Employer shall indemnify and hold harmless, directly from its own assets        
(including the proceeds of any insurance policy the premiums of which are       
paid from the Employer's owns assets), each member of the Administrative        
Committee and the Investment Committee and each other officer, employee, or     
director of the Employer to whom any duty or power relating to the              
administration or interpretation of the Plan or to the management and           
control of the assets of the Plan may be delegated or allocated, against        
any cost or expense (including counsel fees) or liability (including any        
sum paid in settlement of a claim with the approval of the Company) arising     
out of any act or omission to act in connection with the Plan unless            
arising out of such person's own fraud or bad faith.                            

       14.10.    SERVICE OF PROCESS.  The Secretary of the Company, or
such other person as may from time to time be designated by the Board of        
Directors shall be the agent for service of process under the Plan.             

 14.11.    SPECIFIC POWERS AND DUTIES.  The Administrative
Committee and the Investment Committee each shall have only those specific      
powers, duties, responsibilities, and obligations as are specifically given     
them under the Plan or the Trust as such Plan or Trust may be amended from      
time to time.  It is intended that each of the Committees shall be              
responsible for the proper exercise of its own powers, duties,                  
responsibilities, and obligations and shall not be responsible for any act      
or failure to act on the part of another Committee or of another fiduciary.     

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SECTION 15.  WITHDRAWAL OF PARTICIPATING COMPANY          

15.1.     WITHDRAWAL OF PARTICIPATING COMPANY.  Any     
Participating Company (other than the Company) may withdraw from                
participation in the Plan by giving the Administrative Committee and the        
Trustee prior written notice in a resolution by its board of directors          
specifying a withdrawal date which shall be the last day of a month at          
least 30 days subsequent to the date such notice is received by the             
Trustee.  The Administrative Committee may require any Participating            
Company to withdraw from the Plan, as of any withdrawal date specified by       
the Administrative Committee, for the failure of the Participating Company      
to make proper contributions or to comply with any other provision of the       
Plan and shall require a Participating Company's withdrawal upon complete       
and final discontinuance of the contributions.  In the event of any such        
withdrawal, the Administrative Committee shall promptly notify the IRS and      
request such determination as counsel to the Plan may recommend and as the      
Administrative Committee may deem desirable.                                    
In such event, the Plan and the Trust as applied to the 
Employees of such Participating Company shall thereafter be administered by     
such Participating Company as a separate plan and trust whose terms are         
identical to the term of the Plan and the Trust as in effect immediately        
prior to such separation (except that such Participating Company alone          
shall be deemed the "Company" and its board of directors shall be deemed        
the "Board of Directors" thereunder) and the assets allocated to such           
separate trust shall be appropriately segregated; provided, however, that       
in the event of any transfer of assets to a successor employee benefit plan     
the provisions of Section 15.3 will apply.  The decision of the                 
Administrative Committee shall be final as to the assets to be allocated to     
such separate plan and trust in accordance herewith.                            

      15.2.     DISTRIBUTION AFTER WITHDRAWAL.  Upon withdrawal from
the Plan by any Participating Company (other than the Company), such            
Participating Company shall not make any further contributions under the        
Plan and no amount shall thereafter be payable under the Plan to or in          
respect of any Participants then employed by such Participating Company         
except as provided in this Section 15.  To the maximum extent permitted by      
the Act, any rights of Participants no longer employed by such Participa-       
ting Company and of former Participants and their Beneficiaries under the       
Plan shall be unaffected by such withdrawal and any transfers,                  
distributions or other dispositions of the assets of the Plan as provided       
in this Section 15 shall constitute a complete discharge of all liabilities     
under the Plan with respect to such Participating Company's participation       
in the Plan and any Participant then employed by such Participating Company.    
   All determinations, approvals and notifications referred to
above shall be in form and substance and from a source satisfactory to          
counsel for the Plan.  To the maximum extent permitted by the Act, the          
withdrawal from the Plan by any Participating Company shall not in any way      
affect any other Participating Company's participation in the Plan.             

 15.3.     TRANSFER TO SUCCESSOR PLAN.  No transfer of the
Plan's assets and liabilities to a successor employee benefit plan (whether     
by merger or consolidation with such successor plan or otherwise) shall be      
made unless each Participant would, if either the Plan or such successor        
plan then terminated, receive a benefit immediately after such transfer         
which (after taking account of any distributions or payments to them as         
part of the same transaction) is equal to or greater than the benefit he        
would have been entitled to receive immediately before such transfer if the     
Plan had then been terminated.  The Administrative Committee may also           
request appropriate indemnification from the employer or employers              
maintaining such successor plan before making such a transfer.                  

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SECTION 16.  AMENDMENT OR TERMINATION OF THE PLAN AND THE TRUST               

16.1.     RIGHT TO AMEND, SUSPEND OR TERMINATE PLAN.    

            (a)  Subject to the provisions of paragraph (c), the Board
of Directors reserves the right at any time to amend, suspend or terminate      
the Plan, any contributions thereunder, the Trust or any contract issued by     
an insurance carrier forming a part of the Plan, in whole or in part and        
for any reasons and without the consent of any Participating Company,           
Participant, Beneficiary or Surviving Spouse.  Each Participating Company       
by its adoption of the Plan shall be deemed to have delegated this              
authority to the Board of Directors.  The Plan shall automatically be           
terminated upon complete and final discontinuance of contributions thereun-     
der.                                                                            

           (b)  The Administrative Committee may adopt any amendment
which may be necessary or appropriate to facilitate the administration,         
management and interpretation of the Plan or to conform the Plan thereto,       
or to qualify or maintain the Plan and the Trust as a plan and trust,           
meeting the requirements of Sections 401(a) and 501(a) of the Code or any       
other applicable section of law (including the Act) and the Regulations         
issued thereunder, provided said amendment does not have any material           
effect on the currently estimated cost to the Employer of maintaining the       
Plan.  Each Participating Company by its adoption of the Plan shall be          
deemed to have delegated this authority to the Administrative Committee.        

       (c)  No amendment or modification shall be made which
would retroactively impair any rights to any benefit under the Plan which       
any Participant or Beneficiary would otherwise have had at the date of such     
amendment by reason of the contributions theretofore made and credited to       
this Account, except as provided in Section 16.2 below.                         

      16.2.     RETROACTIVITY.  Subject to the provisions of Section
16.1, any amendment, modification, suspension or termination of any             
provision of the Plan may be made retroactively if necessary or appropriate     
to qualify or maintain the Plan, the Trust and any contract with an             
insurance company which may form a part of the Plan as a plan and trust,        
meeting the requirements of Sections 401(a), 401(k) and 501(a) of the Code      
or any other applicable section of law (including the Act) and the              
Regulations issued thereunder.                                                  

 16.3.     NOTICE.  Notice of any amendment, modification,
suspension or termination of the Plan shall be given by the Board of            
Directors, or the Administrative Committee, whichever adopts the amendment,     
to the other, and to the Trustee, and all Participating Companies.              

   16.4.     NO FURTHER CONTRIBUTION.  Upon termination of the
Plan, no Participating Company shall make any further contributions under       
the Plan and no amount shall thereafter be payable under the Plan to or in      
respect of any Participant except as provided in this Section 16.  To the       
maximum extent permitted by the Act, transfers, distributions or other          
dispositions of the assets of the Plan as provided in this Section 16 shall     
constitute a complete discharge of all liabilities under the Plan.  The         
Administrative Committee and the Investment Committee shall each remain in      
existence and all of the provisions of the Plan which in the opinion of         
such Committee are necessary for the administration of the Plan and the         
administration, distribution, transfer or other disposition of the assets       
of the Plan in accordance with this Section 16.4 shall remain in force.         
      After (i) payment of or provision for all expenses and charges
referred to in Section 8.3 and appropriate adjustment of all Accounts for       
such expenses and charges in the manner described in Section 8.3, (ii)          
appropriate adjustment of the Accounts of Participants who are employed as      
of the date of such termination in the manner described in Section 6.1 for      
any forfeitures arising under the Plan prior to such date (treating, for        
this purpose, any Participant whose service had terminated but who had not      
incurred five consecutive Breaks in Service immediately prior to such date)     
and (iii) adjustment for profits and losses of the Trust to such                
termination date in the manner described in Section 8.2, the interest of        
each Participant who is employed as of the date of such termination in the      
amount, if any, credited to his Account shall be nonforfeitable as of such      
date.                                                                           
    In the event that upon or after the termination of the Plan,
the Board of Directors shall determine that the continuance of the Trust is     
not in the best interest of the Participants, the Board of Directors may        
terminate the Trust and upon such termination the Trustee shall pay in a        
lump sum to each Participant the full amount credited to his individual         
account, without limiting the foregoing, any such distributions may be made     
in case or in property, or both, as the Administrative Committee in its         
sole discretion may direct.                                                     
   All determinations, approvals and notifications referred to
above shall be in form and substance and from a source satisfactory to          
counsel for the Plan.                                                           

16.5.     PARTIAL TERMINATION.  In the event that any   
governmental authority, including without limitation the IRS, determines        
that a partial termination (within the meaning of the Act) of the Plan has      
occurred then (i) the interest of each Participant in his Account as to         
whom such termination occurred shall thereupon be fully vested, but shall       
otherwise be payable as though such termination had not occurred and (ii)       
the provisions of Sections 16.2, 16.3 and Section 15.2 which, in the            
opinion of the Administrative Committee, are necessary for the execution of     
the Plan and the allocation and distribution of the assets of the Plan          
shall apply; provided, however, that the Board of Directors, in its             
discretion, subject to any necessary governmental approval, may direct that     
the amounts held in the accounts of such Participants as to whom such           
termination occurred be segregated by the Trustee as a separate plan and        
applied for the benefit of such Participants in the manner described in         
Section 16.4 above.                                                             

      16.6.     EXCLUSIVE BENEFIT OF PARTICIPANTS AND BENEFICIARIES.
In no event shall any part of the funds of the Plan (other than such part       
as is required to pay taxes, if any, and administration expenses as             
provided in Section 8.3) be used for or diverted to any purposes other than     
for the exclusive benefit of Participants and their Beneficiaries under the     
Plan except as permitted under Section 403(c) of the Act.  Upon the             
transfer by a Participating Company of any money to the Trustee, all            
interest of the Participating Company therein shall cease and terminate.        

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SECTION 17.  GENERAL LIMITATIONS AND PROVISIONS           

    17.1.     ALL RISK ON PARTICIPANTS AND BENEFICIARIES.   Each
Participant, former Participant, Surviving Spouse, and Beneficiary shall        
assume all risk in connection with any decrease in the value of the assets      
of the Trust and the Participants' Accounts and neither the Employer nor        
the Committees shall be liable or responsible therefor.                         

       17.2.     TRUST IS SOLE SOURCE OF BENEFITS.  The Trust shall be
the sole source of benefits under the Plan and, except as otherwise             
required by the Act, the Employer, and the Committees assume no liability       
or responsibility for payment of such benefits, and each Participant,           
Surviving Spouse, Beneficiary or other person who shall claim the right to      
any payment under the Plan shall be entitled to look only to the Trust for      
such payment and shall not have any right, claim or demand therefor against     
the Employer, the Committees or any member thereof, or any employee,            
officer or director of the Employer.                                            

      17.3.     NO RIGHT TO CONTINUED EMPLOYMENT.  Nothing contained
in the Plan shall give any employee the right to be retained in the             
employment of the Employer or any of its subsidiaries or affiliated or          
associated corporations or affect the right of any such employer to dismiss     
any employee.  The adoption and maintenance of the Plan shall not               
constitute a contract between the Employer and any employee or                  
consideration for, or an inducement to or condition of, the employment of       
any employee.                                                                   

    17.4.     PAYMENT ON BEHALF OF PAYEE.  If the Administrative
Committee shall find that any person to whom any amount is payable under        
the Plan is unable to care for his affairs because of illness or accident,      
or is a minor, or has died, then any payment due him or his estate (unless      
a prior claim for such amount has been made by a duly appointed legal           
representative) may, if the Administrative Committee so elects, be paid to      
his spouse, a child, a relative, an institution maintaining or having           
custody of such person, or any other person deemed by the Administrative        
Committee to be a proper recipient on behalf of such person otherwise           
entitled to payment.  Any such payment shall be a complete discharge of the     
liability of the Plan and the Trust therefor.                                   

    17.5.     NO ALIENATION.  Except insofar as may otherwise be
required by law or pursuant to the terms of a Qualified Domestic Relations      
order, no amount payable at any time under the Plan and the Trust shall be      
subject in any manner to alienation by anticipation, sale, transfer,            
assignment, bankruptcy, pledge, attachment, charge or encumbrance of any        
kind nor in any manner be subject to the debts or liabilities of any person     
and any attempt to so alienate or subject any such amount, whether              
presently or thereafter payable, shall be void, if any person shall attempt     
to, or shall alienate, sell, transfer, assign, pledge, attach, charge or        
otherwise encumber any amount payable under the Plan and the Trust, or any      
part thereof, or if by reason of his bankruptcy or other event happening at     
any such time such amount would be made subject to his debts or liabilities     
or would otherwise not be enjoyed by him, then the Administrative               
Committee, if it so elects, may direct that such amount be withheld and         
that the same or any part thereof be paid or applied to or for the benefit      
of such person, his spouse, children or other dependents, or any of them,       
in such manner and proportion as the Administrative Committee may deem          
proper.  For purposes of the Plan, a "Qualified Domestic Relations Order"       
means any judgment, decree or order (including approval of a property           
settlement agreement) which has been determined by the Administrative           
Committee in accordance with procedures established under the Plan, to          
constitute a qualified domestic relations order within the meaning of           
Section 414(p)(1) of the code.                                                  

 17.6.     MISSING PAYEE.  If the Administrative Committee
cannot ascertain the whereabouts of any person to whom a payment is due         
under the Plan, and if, after five years from the date such payment is due,     
a notice of such payment due is mailed to the last known address of such        
person, as shown on the records of the Administrative Committee or the          
Employer, and within three months after such mailing such person has not        
made written claim therefor, the Administrative Committee, if it so elects,     
after receiving advise from counsel to the Plan, may direct that such           
payment and all remaining payments otherwise due to such person be canceled     
on the records of the Plan and the amount thereof applied to reduce the         
contributions of the Participating Company, and upon such cancellation, the     
Plan and the Trust shall have no further liability therefor except that, in     
the event such person later notifies the Administrative Committee of his        
whereabouts and requests the payment or payments due to him under the Plan,     
the amount so applied shall be paid to him as provided in Section 11.           

    17.7.     REQUIRED INFORMATION.  Each Participant shall file
with the Administrative Committee such pertinent information concerning         
himself, his Surviving Spouse or Beneficiary as the Administrative              
Committee may specify, and no Participant, Surviving Spouse, Beneficiary,       
or other person shall have any rights or be entitled to any benefits under      
the Plan unless such information is filed by or with respect to him.            

    17.8.     SUBJECT TO TRUST AGREEMENT.  Any and all rights or
benefits accruing to any persons under the Plan shall be subject to the         
terms of the trust agreement which the Company shall enter into with the        
Trustee providing for the administration of the Trust Fund.  If the payment     
of any benefit under the Plan is provided for by a contract with an             
insurance company, the payment of such benefit shall also be subject to all     
the provisions of such contract.                                                

17.9.     COMMUNICATIONS TO COMMITTEES.  All elections, 
designations, requests, notices, instructions, and other communications         
from a Participating Company, a Participant, Surviving Spouse, Beneficiary      
or other person to the Committees required or permitted under the Plan          
shall be in such form as is prescribed from time to time by each such           
Committee, shall be mailed by first-class mail or delivered to such             
location as shall be specified by each such Committee, and shall be deemed      
to have been given and delivered only upon actual receipt thereof by such       
Committee at such location.                                                     

17.10.    COMMUNICATIONS FROM PARTICIPATING COMPANY OR  
COMMITTEES.  All notices, statements, reports and other communications from     
a Participating Company or any of the Committees to any employee,               
Participant, Surviving Spouse, Beneficiary or other person required or          
permitted under the Plan shall be deemed to have been duly given when           
delivered to, or when mailed by first-class mail, postage prepaid and           
addressed to, such employee, Participant, Surviving Spouse, Beneficiary or      
other person at his address last appearing on the records of the                
Administrative Committee, or when posted by the Participating Company or        
such Committee as permitted by law.                                             

    17.11.    INCOMING TRANSFERS AND ROLLOVERS.  Upon such terms
and conditions as the Administrative Committee may approve, and subject to      
any required approval by the IRS, benefits may be provided under the Plan       
to a Participant with respect to any period of his employment by any            
organization, and such benefits (and any Hours of Service credited with         
respect to such period of employment under Section 2.18) may be provided        
for, in whole or in part, by funds transferred, directly or indirectly          
(including a rollover from a conduit or employer sponsored individual           
retirement account, or an individual retirement annuity as described in         
Section 408 of the Code), to the Trust from an employee benefit plan of         
such organization which qualified under Section 401(a) of the Code. Subject     
to Appendix A, such amounts shall be credited to the Participant's              
"Rollover Contribution Account."                                                

  17.12.    GENDER.  Whenever used in the Plan the masculine
gender includes the feminine.                                                   

       17.13.    CAPTIONS.  The captions preceding the sections of the
Plan have been inserted solely as a matter of convenience and in no way         
define or limit the scope or intent of any provisions of the Plan.              

     17.14.    APPLICABLE LAW.  The Plan and all rights thereunder
shall be governed by and construed in accordance with the Act, the Code and     
the laws of the State of New York.                                              

17.15.    MISTAKE OF FACT.  Notwithstanding any other   
provisions herein contained, if any contribution is made by a mistake of        
fact, such contribution shall upon the direction of the Administrative          
Committee, which shall be given in conformity with the provisions of the        
Act, be returned, without liability to any person.                              

   17.16.    QUALIFICATION OF PLAN.  Notwithstanding any other
provisions herein contained, the Plan is amended and restated on the            
condition that the Plan, and the trust agreement established hereunder          
shall be approved by the IRS as a qualified and exempt plan and trust under     
the provisions of the Code and the Regulations so that contributions to the     
Trust may be deducted for federal income tax purposes, within the limits of     
such Code and Regulations, and to be non-taxable to Participants when           
contributed.  If such approval should be denied for any reason (including       
failure to comply with any conditions for such approval imposed by the          
IRS), contributions made after the execution of the trust agreement and         
prior to such denial shall be returned, without any liability to any            
person, within one year after the date of denial of such approval.              

      17.17.    DEDUCTIBILITY OF CONTRIBUTIONS.  Notwithstanding any
other provisions herein contained, all contributions are hereby expressly       
conditioned upon their deductibility under Section 404 of the Code and the      
Regulations, as amended from time to time, and if the deduction for any         
contribution is disallowed in whole or in part, then such contribution (to      
the extent the deduction is disallowed) shall upon direction of the             
Administrative Committee, which shall be given in conformity with the           
provisions of the Act, be returned, without liability to any person, within     
one year after such disallowance.                                               

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SECTION 18.  TOP HEAVY PROVISIONS               

    18.1.     TOP HEAVY PLAN.  The Plan will be considered a Top
Heavy Plan for any Plan Year if it is determined to be a Top Heavy Plan as      
of the last day of the preceding Plan Year (or, with respect to the first       
Plan Year, the last day of such Plan Year).  For purposes of determining        
whether the Plan is a Top Heavy Plan, actuarial assumptions which reflect       
reasonable mortality experience and a reasonable interest rate that             
uniformly applies for accrual purposes under all plans maintained by the        
Company and Affiliates shall be used.  The Value of a Participant's Account     
shall be determined as of the last valuation date used for computing Plan       
costs for minimum contribution purposes which occurs within the Plan Year       
in which the determination is being made, and shall include amounts             
distributed to or on behalf of the Participant within the four preceding        
Plan Years.  Notwithstanding any other provisions in the Plan, the              
provisions of this Section 18 shall apply and supersede all other               
provisions in the Plan during each Plan Year with respect to which the Plan     
is determined to be a Top Heavy Plan.                                           

      18.2.     DEFINITIONS.  For purposes of this Section 18 and as
otherwise used in the Plan, the following terms shall have the meanings set     
forth below:                                                                    

     (a)  "Determination Date" means the last day of the
preceding Plan Year or the last day of the first Plan Year.                     

(b)  "Key Employee" means                     

              (1)   each person (and his Beneficiary) who at any
                     time during the five Plan Years ending on the
Determination Date:     

                      (i)    was an officer of the Company having an
                             annual compensation (within the meaning
                       of Section 414(q)(7) of the Code)
                              greater than 50% of the amount in effect
                            under Section 415(b)(1)(A) of the Code
             for any such Plan Year;

                     (ii)   was one of the 10 Employees owning the
                              largest interest of the Company but only
                             if he received compensation (within the
                         meaning of Section 414(q)(7) of the
                        Code) equal to or greater than the
                           dollar amount applied for purposes of
                              Section 415(c)(1)(A) of the Code for the
                             calendar year ending coincident with or
                         immediately after the Determination
Date; or  

                 (iii)  owned at least five percent of the
                              Company's outstanding shares of stock or
                        at least five percent of the total
                            combined voting power of the Company's
                            shares of stock, or owned at least one
                        percent of the Company's shares of
stock.    

           (2)   The following special rules apply to this
definition:             

                     (i)    No more than 50 officers, or, if less,
                        the greater of three or 10% of all
                           Employees will be Key Employees under
                           Subsection (i)(A).  If there are more
                         officers than are counted under the
                            preceding sentence, only those who had
                        the highest aggregate compensation
                              (within the meaning of Section 414(q)(7)
                             of the Code) during the five Plan Years
                              ending on the Determination Date will be
               considered Key Employees.

                      (ii)   A person is an officer only if he is in
                         regular and continued service as an
                              administrative executive of the Company.

                     (iii)  No person will be a Key Employee under
                     more than one paragraph of this
                    definition unless he also is a
                             Beneficiary of a deceased Key Employee.

                     (iv)   A person will be treated as owning all
                            shares of stock which he owns directly
                              or constructively by application Section
      318 of the Code.

                    (v)    For purposes of determining whether a
                             person is a one-percent or five-percent
                         owner of the Company, his ownership
                           interest in any entity related to the
                          Company solely by reason of Sections
                            414(b), (c) or (m) of the Code will be
  disregarded.

           (c)  "Non-Key Employee" means (1) any Employee who is not
a Key Employee, or (2) a Beneficiary of a Non-Key Employee.                     

         (d)  "Permissive Aggregation Group" means all qualified
employee pension benefit plans in the Required Aggregation Group and any        
qualified employee pension benefit plans sponsored by the Employer which        
are not part of the Required Aggregation Group, but which satisfy the           
requirements of Sections 401(a)(4) and 410 of the Code when considered          
together with the Required Aggregation Group and which the Company elects       
to have included in the Permissive Aggregation Group.                           

          (e)  "Required Aggregation Group" means the Plan and any
other qualified employee pension benefit plan sponsored by the Employer (1)     
in which a Key Employee participates or (2) which enables the Plan to meet      
the requirements of Sections 401(a)(4) or 410 of the Code.                      

     (f)  "Top Heavy Group" means all qualified employee
pension benefit plans of the Employer in the Required Aggregation Group and     
any other qualified employee benefit plan of the Employer which the             
Employer elects to aggregate as part of a Permissive Aggregation Group if,      
on any Determination Date, the Value of the cumulative annual accrued           
benefits for Key Employees under all defined benefit plans and the              
aggregate Value of all Key Employees' accounts under all defined                
contribution plans exceed 60% of a similar sum determined for all               
Employees.  For purposes of that computation, the accounts and cumulative       
annual accrued benefits of all Non-Key Employees who were, but no longer        
are, Key Employees will be disregarded.  If the aggregated plans do not         
have the same Determination Date, this test will be made using the Value        
calculated as of each such plan's Determination Date occurring during the       
same Plan Year.                                                                 

 (g)  "Top Heavy Plan" means the Plan if, on any
Determination Date, the present Value of the Account under the Plan for Key     
Employees exceeds 60% of the Value of the Accounts under the Plan for all       
Employees.  For purposes of the comparison, the Accounts of all Non-Key         
Employees who were, but no longer are, Key Employees will be disregarded.       
The Plan is Super Top Heavy if it would be a Top Heavy Plan if 90% were         
substituted for 60% wherever it appears in the definition of Top Heavy and      
Top Heavy Group.                                                                

       (h)  "Top Heavy Plan Year" means any Plan Year during
which the Plan is Top Heavy or part of a Top Heavy Group.                       

(i)  "Value" means:                           

            (1)   for all defined benefit plans, the present
                    value calculated as provided in those plans;
and                     

              (2)   for all defined contribution plans, the fair
                  market value of each Participant's account
                    (including amounts attributable to voluntary
                   employee contributions from a qualified em-
                    ployee pension benefit plan sponsored by the
                     Company or an Affiliate) determined as of the
                    most recent Determination Date increased by:

                      (i)    distributions made during the five Plan
                            Years ending on the Determination Date
                            (except distributions already included
                     in determining the Value of the
    Accounts); and

                     (ii)   all rollover contributions distributed
                            from the plans to a qualified employee
                       benefit plan not sponsored by the
                            Company or an Affiliate, and decreased
by;       

                     (iii)  any deductible employee contributions;

                     (iv)   rollover contributions received by the
                          plans after December 31, 1983 from a
                         qualified employee benefit plan not
                    sponsored by the Company or an
    Affiliate; and

                      (v)    rollover contributions distributed from
                              the Plan to a qualified employee pension
                       benefit plan by the Company or an
Affiliate.

     18.3.     COMPENSATION.  For any Plan Year that the Plan is a
Top Heavy Plan, only the first $200,000 (adjusted for Plan Years beginning      
on or after January 1, 1988, in accordance with the Regulations) of             
compensation (within the meaning of Section 414(q)(7) of the Code) shall be     
credited to a Participant.                                                      

      18.4.     MINIMUM CONTRIBUTION.  (a)  Subject to Section 18.5,
for each Plan Year that the Plan is a Top Heavy Plan, the Company               
Contribution allocable to the Account of each Participant who has performed     
an Hour of Service at the end of the Plan Year and who is not a Key             
Employee and who has not separated from service at the end of the Plan          
Year, regardless of such Employee's level of Compensation, shall not be         
less than the lesser of (i) three percent of such Participant's                 
compensation, within the meaning of Section 415 of the Code, or (ii) the        
percentage at which contributions and forfeitures for such Plan Year are        
made and allocated on behalf of the Key Employee for whom such percentage       
is the highest.  For the purpose of determining the appropriate percentage      
under clause (ii), all defined contribution plans required to be included       
in a Required Aggregation Group shall be treated as one plan.  Clause (ii)      
shall not be applicable if the Plan is included in a Required Aggregation       
Group which enables a defined benefit plan also required to be included in      
said Required Aggregation Group to satisfy Sections 401(a)(4) or 410 of the     
Code.  For each Plan Year that the Plan is a Top Heavy Plan, each Non-Key       
Employee will receive a minimum contribution if such Employee is a              
Participant as of the last day for the Plan Year, regardless of whether or      
not such Non-Key Employee has completed 1,000 Hours of Service.  Company        
Contributions under Section 18.4(a) shall include Elective Contributions        
made on behalf of a Participant.                                                

18.5.     LIMITATIONS ON CONTRIBUTIONS.                 

            (a)  For each Plan Year that the Plan is a Top Heavy Plan,
1.0 shall be substituted for 1.25 as the multiplicand of the dollar             
limitation in determining the denominator of the defined benefit plan           
fraction and of the defined contribution plan fraction for purposes of          
Section 415(e) of the Code.                                                     

      (b)  If, after substituting 90% for 60% wherever the
latter appears in Section 416(g) of the Code, the Plan is not determined to     
be a Top Heavy Plan, the provisions of paragraph (a) shall not be               
applicable if the minimum Company Contribution allocable to the Account of      
any Participant who is not a Key Employee as specified in Section 18.4 is       
determined by substituting "four" for "three".                                  

      18.6.     OTHER PLANS.  The Administrative Committee shall, to
the extent permitted by the Code and in accordance with the Regulations,        
apply the provisions of this Section 18 by taking into account the benefits     
payable and the contributions made under any other plans maintained by the      
Employer or any of its subsidiaries or affiliated or associated entities        
which are qualified under Section 401(a) of the Code to prevent inappropri-     
ate omissions or required duplication of minimum benefits or contributions.     

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OGDEN SERVICES                
PROFIT SHARING PLAN               

APPENDIX A              

 In accordance with Section 8.1, this Appendix A serves to
identify the various accounts maintained under the Plan that were               
transferred from other qualified plans that are qualified under Code            
Section 401 and are exempt from tax under Code Section 501(a).  These           
accounts are subject to all of the provisions under the Plan except where       
otherwise noted.                                                                

       1.  AFTER-TAX ACCOUNT - This account was established to receive
the after-tax contributions (and earnings thereon) of employees who             
formerly participated in the Ogden Allied Services Saving and Security Plan     
and the Ogden Corporation Profit Sharing Plan.  No further contributions        
may be credited to this account under any circumstances.  Any Participant       
in whose behalf such an account was established shall be fully vested in        
such account at all times.                                                      

   2.  PRIOR COMPANY ACCOUNT - This account was established to
receive stock bonus contributions (and earnings thereon) credited to the        
accounts of employees who formerly participated in the Allied Maintenance       
Corporation Variable Income (Stock Savings) Retirement Plan, the Ogden          
Allied Services Saving and Security Plan, the Ogden Food Service                
Corporation Pension Plan and the Nedicks Pension Plan, Ogden Corporation        
Profit Sharing Plan, and the Atlantic Design Profit Sharing Plan.  No           
further contributions may be credited to this account under any                 
circumstances.  Any Participant in whose behalf such an account was             
established shall be fully vested in such account at all times.                 

      3.  ROLLOVER ACCOUNT - This account was established to receive
rollover contributions credited to the rollover account of Participants who     
formerly participated in any other qualified employees retirement plan.         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/29/94
For Period End:		12/31/93							11-K
		1/1/93		1		11
		1/1/92		3		4
									List all Filings