S-8

   As filed with the Securities and Exchange Commission on November 14, 1994.   
                                                    Registration No. 33         


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

AUTOMATIC DATA PROCESSING, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other
jurisdiction of
incorporation or
organization)

22-1467904
(I.R.S. Employer 
Identification Number)


One ADP Boulevard
Roseland, New Jersey 07068
Phone: (201) 994 5000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

AUTOMATIC DATA PROCESSING, INC. RETIREMENT AND SAVINGS PLAN
(Full title of plan)






JAMES B. BENSON, ESQ.
Corporate Vice President and
General Counsel
One ADP Boulevard
Roseland, New Jersey 07068
(201) 994-5000
With copies to:

RICHARD S. BORISOFF, ESQ.
Paul, Weiss, Rifkind, Wharton &
Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373 3000

           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)




CALCULATION OF REGISTRATION FEE 



Title of Each Class  Amount   Proposed Maximum  Proposed Maximum    Amount of
of Securities to     to be    Offering Price    Aggregate Offering  Registration
be Registered      Registered     Per Share           Price         Fee
___________________ __________   _____________  ________________   __________
Common Stock (par    450,000      $57.0625(2)    $25,678,125(2)     $8,855(3)
value $.10 per       shares
share)(1)  


(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, this
     Registration Statement also covers an indeterminate amount of plan
     interests to be offered or sold pursuant to the Automatic Data
     Processing, Inc. Retirement and Savings Plan.
(2)  Estimated solely for the purposes of calculating the amount of the
     registration fee in accordance with Rule 457 and based upon the average
     of the high and low prices of the Common Stock on November 7, 1994 on
     the New York Stock Exchange Consolidated Transactions Tape.
(3)  Pursuant to Rule 457(h)(2) under the Securities Act of 1933, no separate
     fee is required to register plan interests.


                              Page 1 of     Pages

                             Exhibit List on Page 8

               II-1
                                 PART II
                                    
           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Documents by Reference.

    The following documents filed with the Securities and Exchange
Commission (File No. 1-5397) are incorporated in this registration
statement by reference:

    1.  Automatic Data Processing, Inc.'s Annual Report on Form
10-K for the fiscal year ended June 30, 1994.

    2.  Automatic Data Processing, Inc.'s Quarterly Report on Form
10-Q for the quarter ended September 30, 1994.

    3.  Automatic Data Processing, Inc.'s definitive Proxy
Statement for the Annual Meeting of Stockholders to be held on
November 15, 1994.

    4.  Description of the Common Stock of Automatic Data
Processing, Inc. included in Automatic Data Processing, Inc.'s
Registration Statement on Form 8-A, as filed with the Securities
and Exchange Commission on January 21, 1992.

    All documents subsequently filed by Automatic Data Processing,
Inc. or the Automatic Data Processing, Inc. Retirement and Savings
Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed incorporated in this registration
statement by reference and to be a part hereof from the date of the
filing of such documents.


Item 4.  Description of Securities.

    Not applicable.


Item 5.  Interests of Named Experts and Counsel.

    Not applicable.


Item 6.  Indemnification of Directors and Officers.

    Provision for indemnification of directors and officers is made
in Section 145 of the Delaware General Corporation Law.

               II-2
    Article Fifth, Sections 3 and 4 of the Automatic Data
Processing, Inc.'s (the "Corporation") Amended Restated Certificate
of Incorporation provide as follows:

        "The Corporation shall indemnify all directors and officers
    of the Corporation to the full extent permitted by the General
    Corporation Law of the State of Delaware (and in particular
    Paragraph 145 thereof), as from time to time amended, and may
    purchase and maintain insurance on behalf of such directors and
    officers.  In addition, the Corporation shall, in the manner
    and to the extent as the By-laws of the Corporation shall
    provide, indemnify to the full extent permitted by the General
    Corporation Law of the State of Delaware (and in particular
    Paragraph 145 thereof), as from time to time amended, such
    other persons as the By-laws shall provide, and may purchase
    and maintain insurance on behalf of such other persons." 

        "A director of the Corporation shall not be held personally
    liable to the Corporation or its stockholders for monetary
    damages for breach of fiduciary duty as a director, except for
    liability (i) for breach of the director's duty of loyalty to
    the Corporation or its stockholders, (ii) for acts or omissions
    not in good faith or which involve intentional misconduct or
    a knowing violation of law, (iii) under Section 174 of the
    General Corporation Law of the State of Delaware, or (iv) for
    any transaction from which the director derived an improper
    personal benefit.  Any repeal or modification of this paragraph
    by the stockholders of the Corporation shall not adversely
    affect any right or protection of any director of the
    Corporation existing at the time of, or for or with respect to
    any acts or omissions occurring prior to, such repeal or
    modification." 

    Finally, Article XIV, Section 6 of the Corporation's By-laws
provides as follows:

        "Section 6.  Indemnification of Directors and Officers and
    Others:  The Corporation shall indemnify all directors and
    officers of the Corporation to the full extent permitted by the
    General Corporation Law of the State of Delaware (and in
    particular Section 145 thereof), as from time to time amended,
    and may purchase and maintain insurance on behalf of such
    directors and officers.  This indemnification applies to all
    directors and officers of the Corporation who sit on the boards
    of non-profit corporations in keeping with the Corporation's
    philosophy." 

        "The Corporation shall indemnify any other person or
    employee who may have served at the request of the Corporation
    to the full extent permitted by the General Corporation Law of
    the State of Delaware (and in particular Section 145 thereof)
    so long as such person or employee acted in good faith and in
    a manner he reasonably believed to be in, or not opposed to,
    the best interests of the Corporation and, further, so long as
    his actions were not in violation of corporate policies and
    directives." 

    As permitted by Section 145 of the General Corporation Law of
the State of Delaware and the Corporation's Amended Restated
Certificate of Incorporation and By-Laws, the Corporation also
maintains a directors and officers liability insurance policy which
insures, subject to certain exclusions, deductibles and maximum
amounts, directors and officers of the Corporation against damages,
judgments, settlements and costs incurred by reason of certain acts
committed by such persons in their capacities as directors and
officers.

               II-3

Item 7.  Exemption From Registration Claimed.

    Not applicable.


Item 8.  Exhibits.

    A list of exhibits included in this registration statement is
set forth in the Exhibit Index which immediately precedes such
exhibits and is hereby incorporated by reference herein.

    The Registrant has submitted the Plan, and hereby undertakes
to submit any amendment thereto, to the Internal Revenue Service in
a timely manner and will make all changes required by the Internal
Revenue Service in order to qualify the Plan.


Item 9. Undertakings.

    A.  Subsequent Disclosure.

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

    (b) The undersigned Registrant hereby undertakes:

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

          (i)  To include any prospectus required by Section 10(a)(3)
    of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events
    arising after the effective date of the registration statement
    (or the most recent post-effective amendment thereof) which,
    individually or in the aggregate, represent a fundamental
    change in the information set forth in the registration
    statement; and

        (iii)  To include any material information with respect to
    the plan of distribution not previously disclosed in the
    registration statement or any material change to such
    information in the registration statement; provided, however,
    that paragraphs (b)(1)(i) and (b)(1)(ii) do not apply if the
    registration statement is on Form S-3 or Form S-8 or Form F-3,
    and the information required to be included in a post-effective
    amendment by those paragraphs is contained in periodic 

               II-4
    reports filed by the registrant pursuant to Section 13 or Section 
    15(d) of the Securities Exchange Act of 1934 that are incorporated
    by reference in the registration statement.

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

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

    (c) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

    B.  To Transmit Certain Material.

        The undersigned Registrant hereby undertakes to deliver or
cause to be delivered with the prospectus to each employee to whom
the prospectus is sent or given a copy of the Registrant's annual
report to stockholders for its last fiscal year, unless such
employee otherwise has received a copy of such report in which case
the Registrant shall state in the prospectus that it will promptly
furnish, without charge, a copy of such report on written request
of the employee.  If the last fiscal year of the registrant has
ended within 120 days prior to the use of the prospectus, the
annual report for the preceding year may be so delivered, but
within such 120 day period the annual report for the last fiscal
year will be furnished to each such employee.

               II-5

                                SIGNATURES



    Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Roseland, State of New Jersey, on the 14th day of November, 1994.

                              AUTOMATIC DATA PROCESSING, INC.
                                                (Registrant)



                              By  /s/ Josh S. Weston             
                                                                           
                                     Josh S. Weston, Chairman and
                                           Chief Executive
                                Officer
November 14, 1994

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




    Signature                        Title                       Date

/s/  Josh S. Weston       Chairman of the Board and        November 14, 1994
    (Josh S.              Director (Principal Executive
Weston)                   Officer)


/s/  Fred D.              Chief Financial Officer and      November 14, 1994
Anderson, Jr.             Corporate Vice President
    (Fred D.              (Principal Financial Officer)
Anderson, Jr.)


/s/  Richard J.           Controller and Corporate Vice    November 14, 1994
Haviland                  President
    (Richard J.
Haviland)


/s/  Joseph A.            Director                         November 14, 1994
Califano, Jr. 
    (Joseph A.
Califano, Jr.)


/s/  Leon G.              Director                         November 14, 1994
Cooperman                                                                  
    (Leon G.
Cooperman)

               II-6

/s/  Edwin D.             Director                         November 14, 1994
Etherington
    (Edwin D.
Etherington)


/s/  Ann Dibble           Director                         November 14, 1994
Jordan 
    (Ann Dibble
Jordan)


/s/  Harvey M.            Director                         November 14, 1994
Krueger                                                                    
    (Harvey M.
Krueger)


/s/  Charles P.           Director                         November 14, 1994
Lazarus
    (Charles P.
Lazarus)

                                                                           
    (Frederic V.          Director                         November 14, 1994
Malek)


/s/  Henry Taub           Director                         November 14, 1994
    (Henry Taub)


/s/  Laurence A.          Director                         November 14, 1994
Tisch
    (Laurence A.
Tisch)


/s/  Arthur F.            Director                         November 14, 1994
Weinbach
    (Arthur F.
Weinbach)

               II-7


                                 SIGNATURE


THE PLAN

    Pursuant to the requirements of the Securities Act of 1933, the
Automatic Data Processing, Inc. Retirement and Savings Plan has
duly caused this registration statement or amendment to be signed
on its behalf by the undersigned, thereunto duly authorized, in the
City of Roseland, State of New Jersey on this 14th day of November,
1994.


                              AUTOMATIC DATA PROCESSING, INC. 
                                RETIREMENT AND SAVINGS PLAN


                              By  /s/ Arthur F. Weinbach         
                                    Arthur F. Weinbach, Trustee



                               EXHIBIT INDEX






Exhibit
Number


4.1   Amended Restated Certificate of
      Incorporation of the Registrant
      (incorporated by reference to Exhibit 3(a)
      to Registrant's Annual Report on Form 10-K
      for the fiscal year ended June 30, 1987)

4.2   Bylaws of the Registrant, as amended
      (incorporated by reference to Exhibit (3)-#2
      to Registrant's Annual Report on Form 10 K
      for the fiscal year ended June 30, 1991)

4.3   Form of the Registrant's Common Stock
      Certificate (incorporated by reference to
      Exhibit 4.4 to Registrant's Registration
      Statement on Form S-3 filed with the
      Commission on January 21, 1992)

23.2  Consent of Deloitte & Touche LLP

99.1  Automatic Data Processing, Inc. Retirement
      and Savings Plan

99.2  Trust Agreement for Automatic Data
      Processing, Inc. Retirement and Savings Plan
      dated as of December 31, 1983

99.3  Summary Plan Description

EX-23

                               EXHIBIT 23.2


INDEPENDENT AUDITORS' CONSENT


    We consent to the incorporation by reference in this
Registration Statement of Automatic Data Processing, Inc. on Form
S-8 of our reports dated August 15, 1994, appearing in and
incorporated by reference in the Annual Report on Form 10-K of
Automatic Data Processing, Inc. for the year ended June 30, 1994. 

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP
New York, New York
November 10, 1994

EX-99

                 AUTOMATIC DATA PROCESSING, INC.

                   RETIREMENT AND SAVINGS PLAN








           Restated and Amended as of January 1, 1989


                 AUTOMATIC DATA PROCESSING, INC.
                   RETIREMENT AND SAVINGS PLAN


                          INTRODUCTION


     Automatic Data Processing, Inc. hereby adopts this
Retirement and Savings Plan (the "Plan"), effective as of January
1, 1983, as herein set forth.  The purpose of the Plan is to
provide eligible employees of Automatic Data Processing, Inc.
(the "Company") and its participating affiliates with an
additional source of retirement income.  The Plan also is
designed to provide participants, their spouses and
beneficiaries, as the case may be, with an additional measure of
security under certain circumstances, such as death, disability
or termination of employment.  The Plan is also intended to
utilize the employee stock ownership credit allowed under Section
44G of the Internal Revenue Code of 1986, as amended (the
"Code"), effective January 1, 1983.
     Effective as of January 1, 1984, the Plan is intended to
qualify under Section 401(a) of the Code, as amended, and to
satisfy the additional requirements imposed by Section 401(k) of
the Code.  The Plan also is intended to comply with the
requirements of the Employee Retirement Income Security Act of
1974, as amended.
     Effective as of January 1, 1989, the Plan was amended and
restated to conform with the provisions of the Tax Reform Act of
1986, the Omnibus Budget Reconciliation Act of 1986, 1987, and
1989 and the Technical and Miscellaneous Revenue Act of 1988, and
to incorporate amendments effective as of such date.  In
addition, as specified within the Plan, specific provisions will
have an effective date other than January 1, 1989, such as those
provisions mandated by the Unemployment Compensation Amendments
of 1992, which are effective January 1, 1993.

         3
     Effective as of May 31, 1993, The Hollander Inc. 401(k)
Profit Sharing Plan and Trust and the National Auto Data Service, 
              Inc. Employees' 401(k) Plan and Trust are merged
into the Plan.  Effective as of January 1, 1994, the Auto Tell
Services, Inc. Profit Sharing Plan and Trust is merged into the
Plan.

         4
                            ARTICLE 1
                       GENERAL DEFINITIONS

     The following words and phrases, when used in this Plan,
shall have the meanings indicated unless the context demands
otherwise:
     1.1   "Account" or "Accounts" shall mean, as applicable, a
Participant's Salary Deferral Account, Rollover Contribution
Account, Matching Employer Contribution Account and Stock Sharing
Account established under and maintained in accordance with the
terms of the Plan.
     1.2   "Affiliate" shall mean any trade or business (whether
or not incorporated) which, together with the Company, is a
member of a controlled group of corporations, a member of any
trade or business under common control, a member of an affiliated
service group, a leasing organization which leases its Employees
to the Company, within the meaning of Sections 414(b), 414(c),
414(m), and 414(n) of the Code, respectively, or an organization
or arrangement described in section 414(o) of the Code, and the
regulations promulgated thereunder.
     1.3   "Auto Tell Plan" shall mean the Auto Tell Services,
Inc. Profit Sharing Plan and Trust.
     1.4   "Beneficiary" shall mean any person designated by a
Participant to receive any payment of any amounts due after the
Participant's death.
     1.5   "Board" shall mean the Board of Directors of the Company.

         5
     1.6   "Break in Service" shall mean any Severance Period
greater than twelve (12) months, excluding any period of up to
twelve (12) months during which an Employee is on a
maternity/paternity leave.  The term "maternity/paternity leave"
means any absence of an Employee from work for reasons of (i) the
pregnancy of the Employee, (ii) the birth of a child of the
Employee or the placement of a child with the Employee for the
purposes of adoption, or (iii) the care of a child for a period
beginning immediately following such birth or placement.
     1.6   "Code" shall mean the Internal Revenue Code of 1986,
as the same has been and may be amended from time to time.
     1.7   "Committee" shall mean the Committee appointed to
administer the Plan pursuant to Article 7.
     1.8   "Company" shall mean Automatic Data Processing, Inc.,
a corporation organized and existing under the laws of the State
of Delaware, and any successor thereto.
     1.9   "Company Stock" shall mean the common stock, par
value $.10 per share, of the Company.
     1.10  "Compensation" shall mean the Compensation received
by a Participant from one or more Employers for services rendered
as an Employee during the Plan Year, including commissions and
sales contest cash awards and other like remuneration, bonuses
(including, without limitation, Christmas and recruitment
bonuses), overtime pay, salary continuation payments and
severance pay for purposes of Salary Deferrals and Matching
Employer Contributions, but excluding Employer contributions to
or under this or any other employee benefit plan, and any other
forms of deferred, contingent, indirect or special 

         6
remuneration; provided, however, that Compensation shall include any
amounts not includible in gross income of the Participant under Section
125 of the Code and amounts deferred by a Participant under a
Salary Deferral election and contributed to the Plan in
accordance with Article 3.  For purposes of Section 3.10 and
Article 10 Compensation shall be compensation as defined under
Treasury Regulation Section 1.415-2(d).
     For purposes of the Plan, the annual amount of Compensation
taken into account for an Employee or Participant shall not
exceed $200,000 (as adjusted for cost-of-living increases).  The
determination of a Participant's Compensation will be in
accordance with records maintained by the Company or Affiliate
and shall be conclusive.
     In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the
contrary, for Plan Years beginning on or after January 1, 1994,
the annual Compensation of each Participant taken into account
under the Plan shall not exceed the Omnibus Budget Reconciliation
Act of 1993 ("OBRA '93") annual compensation limit.  The OBRA '93
annual compensation limit is $150,000, as adjusted by the
Commissioner of Internal Revenue for increases in the cost of
living in accordance with Section 401(a)(17)(B) of the Code.  The
cost of living adjustment in effect for a calendar year applies
to any period, not exceeding 12 months, over which Compensation
is determined (determination period) beginning in such calendar
year.  If a determination period consists of fewer than 12
months, the OBRA '93 annual compensation limit will be multiplied
by a fraction, the numerator of which is the number of months in
the determination period, and the denominator of which is 12.

         7
     For Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under Section 401(a)(17)
of the Code shall mean the OBRA '93 annual compensation limit set
forth in this provision.
     If Compensation for any determination period is taken into
account in determining a Participant's benefits accruing in the
current Plan Year, the Compensation for that prior determination
period is subject to the OBRA '93 annual compensation limit in
effect for that prior determination period.  For this purpose for
determination periods beginning before the first day of the first
Plan Year beginning on or after January 1, 1994, the OBRA '93
annual compensation limit is $150,000.
     1.11  "Computation Period" shall mean the twelve (12)
consecutive month period (a) commencing on the Employee's
Employment Date or Re-employment Date and (b) commencing on the
first day of each Plan Year beginning after such Employment Date
or Reemployment Date.
     1.12  "Direct Rollover" shall mean a payment by the Plan to
the Eligible Retirement Plan specified by the Participant or
Payee.
     1.13  "Disability" shall mean the permanent inability of a
Participant, due to illness, accident or other physical or mental
incapacity, to perform the usual duties and services of his
employment with the Company or an Affiliate.  The permanence and
degree of such impairment shall be determined under the same
criteria used by the Company to determine whether an Employee is
entitled to benefits under the Company's Long Term Disability
Insurance Plan, or if the Participant is not covered under such
policy, under the criteria used to determine eligibility for
Social Security disability payments.

         8
     1.14  "Eligible Retirement Plan" shall mean an individual
retirement account described in Section 408 of the Code, an
individual retirement annuity described in Section 408(b) of the
Code, an annuity plan described in Section 403(a) of the Code, or
a qualified trust described in Section 401(a) of the Code, that
accepts the Participant's or Payee's Eligible Rollover
Distribution.  However, in the case of an Eligible Rollover
Distribution to the Surviving Spouse, an Eligible Retirement Plan
is an individual retirement account or an individual retirement
annuity.
     1.15  "Eligible Rollover Distribution" shall mean any
distribution of all or any portion of the balance to the credit
of the Participant, except that an Eligible Rollover Distribution
does not include (i) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than
annually) made for the lives (or life expectancies) of the
Participant and the Participant's designated Beneficiary, or for
a specified period of 10 years or more; (ii) any distribution to
the extent such distribution is required under Section 401(a)(9)
of the Code; and (iii) the portion of any distribution that is
not includible in gross income.
     1.16  "Eligibility Service" shall mean a 12-consecutive
month period during which the Employee completes at least 1,000
Hours of Service beginning on the Employee's Employment Date and
each anniversary date thereof if the Employee fails to complete
at least 1,000 Hours of Service in the initial eligibility
computation period.
     1.17  "Employee" shall mean any person (including persons
on a Leave of Absence) employed by an Employer or an Affiliate
maintaining the Plan or of any other employer required to be
aggregated with such Employer under Sections 414(b), (c), (m), or

         9
(o) of the Code and shall include a "leased employee" as defined
in Section 414(n)(2) of the Code.
     1.18  "Employer" shall mean the Company and any United
States Affiliate which, with the approval of the Board, has
heretofore adopted, or in accordance with Section 9.7, may
hereafter adopt, the Plan for the benefit of its eligible
Employees.
     1.19  "Employment" shall mean an Employee's employment with
the Company or an Affiliate.
     1.20  "Employment Date" shall mean the date on which an
employee first completes an Hour of Service.  Anything contained
herein to the contrary notwithstanding, except as otherwise
determined by the Committee, no service shall be credited
hereunder to an Employee for any period of service with an
Affiliate prior to the date the Affiliate becomes such within the
meaning of Section 1.2. Accordingly, except as otherwise
determined by the Committee in a nondiscriminatory manner, the
Employment Date of any person in the employ of a company prior to
the date such company becomes an Affiliate hereunder shall be the
date such company becomes an Affiliate.
     1.21  "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended.
     1.22  "Excess Aggregate Contributions" shall mean an amount
described in Section 401(m)(6)(B) of the Code.
     1.23  "Excess Contributions" shall mean an amount described
in Section 401(k)(8)(B) of the Code.

         10
     1.24  "Excess Salary Deferrals" shall mean an amount
described in Section 402(g)(3) of the Code that is includible in
the gross income of the Participant for a taxable year under
Section 402(g) of the Code that exceeds the dollar limitation
under such Code section and is treated as an annual addition
under the Plan.
     1.25  "Family Member" shall mean an individual described in
Section 414(q)(6)(B) of the Code, namely, the spouse of an
Employee, the lineal ascendants of an Employee, the spouses of
lineal ascendants of the Employee.  For purposes of this
definition, Employee shall refer only to a five percent (5%)
owner of one or more Employers or a top-ten Highly Compensated
Employee.  For purposes of salary deferral contributions under
Section 401(k) and matching contributions under Section 401(m) of
the Code, a Family Member shall mean the spouse, lineal
ascendants and descendants of the Employee or former Employee and
the spouse of such lineal ascendants.
     1.26  "Fiscal Year" shall mean the fiscal year of the
Company, which is the twelve-month period ending on each June 30,
or such other fiscal year as the Company may adopt.
     1.27  "Highly Compensated Employee" shall mean, except for
purposes of the actual deferral percentage test and the actual
contribution percentage test under the income tax laws of Puerto
Rico, an Employee who at any time during the Plan Year or
preceding Plan Year is an employee described in Section 414(q)(1)
of the Code; including both Highly Compensated active Employees
and Highly Compensated former Employees.  A Highly Compensated
active Employee includes any Employee who performs services for
the Company or an Affiliate during the determination year and
who, during the look-back year (a) received Compensation in
excess of $75,000 (as adjusted pursuant to Section 415(d) of the
Code); (b) received compensation from the Company or an Affiliate
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 (c) was an officer of the Company or an Affiliate and received
Compensation during such year that is greater than fifty percent
(50%) of the defined benefit dollar limitation.  The term Highly
Compensated active Employee also includes: (a) an Employee who is
both (i) described in the preceding sentence if the term
"determination year" is substituted for the term "look-back year"

         11
and (ii) is one of the 100 Employees who received the most
Compensation from the Company or an Affiliate during the
determination year; and (b) Employees who are five (5) percent
owners at any time during the look-back year or determination
year.  If no officer has Compensation in excess of fifty percent
(50%) of the defined benefit dollar limitation, during either a
determination year or a lookback year, the highest paid officer
for such year shall be treated as a 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 in accordance with Treasury Regulation Section
1.414(q)-1T.  In addition, in determining Highly Compensated
Employees, the Company, may make the calendar year election
described in Treasury Regulation Section 1.414(q)-1T.  
     The limitation described in this Section shall be tested
twice:  once with respect to all Eligible Employees, including
Employees residing in Puerto Rico using the general definition 

         12
of Highly Compensated Employee as set forth in Section 1.27 hereof;
and once with respect only to Employees in Puerto Rico, using the
definition of Highly Compensated Employee under the income tax
laws of Puerto Rico.
     1.28  "Hollander Plan" shall mean The Hollander Inc. 401(k)
Profit Sharing Plan and Trust.
     1.29  "Hour of Service" shall mean each hour for which an
Employee is paid or entitled to payment by the Company or
Affiliate for the performance of duties.
     1.30  "Investment-Fund" shall mean any of the funds
described in or established under Section 8.1 for the investment
of the Trust Fund.
     1.31  "Leave of Absence" shall mean any absence because of
military service in the Armed Forces of the United States,
provided that the Employee returns to work with the Company or
Affiliate following his discharge within the period during which
he retains re-employment rights under Federal law.
     1.32  "Matching Employer Contribution" shall mean the
amounts contributed to the Plan by an Employer pursuant to
Sections 3.1.1 and 3.1.2(a).
     1.33  "Matching Employer Contribution Account" shall mean
the Account established on the books of the Plan to receive a
Participant's Matching Employer Contributions pursuant to Section
3.3.2.
     1.34  "NADS Plan" shall mean the National Auto Data
Service, Inc. Employees' 401(k) Plan and Trust.
     1.35  "Non-Vested Termination" shall mean termination of
Employment by a Participant whose vested percentage in his
Matching Employer Contribution Account is 0%.

         13
     1.36  "Participant" shall mean any Employee who satisfied
the eligibility requirements and who elects pursuant to Section
2.2 to become a Participant in accordance with Article 2.
     1.37  "Payee" shall mean a Participant's or former
Participant's Surviving Spouse and a Participant's or former
Participant's spouse or former spouse who is the alternate payee
under a qualified domestic relations order, as defined in Section
414(p) of the Code, are Payees with regard to the interest of the
spouse or former spouse.
     1.38  "Plan" shall mean the Automatic Data Processing, Inc. 
Retirement and Savings Plan, as set forth herein, amended and
restated as of January 1, 1989, and as the same may be amended
from time to time, hereafter.
     1.39  "Plan Year" shall mean each twelve (12) consecutive
month period commencing on January 1 and ending on December 31.
     1.40  "Re-employment Date" shall mean the date on which an
Employee first completes an Hour of Service following a Severance
Date.
     1.41  "Retirement Date" shall mean the date the Participant
attains age sixty-five (65), his normal retirement age.
     1.42  "Rollover Contribution" shall mean any amount
received from a deferred compensation plan which qualifies under
Section 401(a) of the Code and which is transferred to the Plan
pursuant to Section 402(a)(5) of the Code (or which, effective
January 1, 1993, is transferred to the Plan as an eligible
rollover distribution under Section 402(c) of the Code) or from a
conduit individual retirement account as described in Section
408(d) of the Code.

         14
     1.43  "Rollover Contribution Account" shall mean the
account established for a Participant pursuant to Section 3.4.4.
     1.44  "Salary Deferral Account" shall mean the account
established on the books of the Plan to receive a Participant's
Salary Deferrals pursuant to Section 3.3.1.
     1.45  "Salary Deferral Election" shall mean the election by
a Participant to have part of the amount that otherwise would
have been paid as Compensation converted to an Employer
contribution pursuant to Section 3.1.2(b).
     1.46  "Salary Deferrals" shall mean the Compensation
deferred by a Participant pursuant to Section 3.1.2(b) and
contributed to the Plan by the Employer with respect to such
Participant.
     1.47  "Severance Date" shall mean the earlier of (a) the
date on which an Employee retires or dies or his employment with
all Employers and Affiliates is otherwise terminated or (b) the
first anniversary of the first date of a period in which an
Employee remains absent from service with all Employers and
Affiliates for any reason other than (1) his retirement, death or
other termination of employment, (2) a Leave of Absence or (3)
effective August 5, 1993, a leave of absence under the Family and
Medical Leave Act of 1993.
     1.48  "Severance Period" shall mean each period beginning
on an Employee's Severance Date and ending on his next
Reemployment Date.
     1.49  "Stock Sharing Account" shall mean the Account
established on the books of the Plan to receive a Participant's
Stock Sharing Contributions pursuant to Section 3.3.3.

         15
     1.50  "Stock Sharing-Contribution" shall mean the amounts
contributed to the Plan pursuant to Section 3.2 by an Employer
under Section 44G of the Code as in effect prior to its
redesignation and repeal as Section 41 of the Code.
     1.51  "Surviving Spouse" shall mean the person legally
married to a Participant on the earliest of:
           a.  the date of the Participant's death, or
           b.  the date the Participant's benefits begin.
     1.52  "Trust Agreement" shall mean the trust agreement or
agreements which at the time of reference shall govern the
management of the Trust Fund.
     1.53  "Trust Fund" shall mean the assets from time to time
held by the Trustee under the Trust Agreement for the purpose of
funding the benefits provided under the Plan.
     1.54  "Trustee" shall mean the trustee or trustees named in
the Trust Agreement, or any substitute or successor trustee or
trustees.
     1.55  "Valuation Date" shall initially mean the last
business day of each month of each Plan Year.  The Committee may
from time to time select such additional or alternative date or
dates to serve as Valuation Dates hereunder, provided that the
last business day of each Plan Year shall in all events
constitute a Valuation Date.
     1.56  "Vesting Service" shall mean the periods of time
described below:
           a.  Each period beginning on the Employee's Employment
     or Re-employment Date and ending on his next Severance Date;
           b.  Each such period which is a Severance Period but
     neither is nor includes any Break in Service; and

         16
           c.  Each such period in which an Employee receives
     severance pay from the Company.
     Vesting service shall also include Vesting Service with
Hollander Inc. that would have been taken into account under the
Hollander Plan and Vesting Service with National Auto Data
Service, Inc. that would have been taken into account under the
NADS Plan.  Vesting Service shall also include Vesting Service
with Auto Tell Services, Inc. that would have been taken into
account under the Auto Tell Plan.
     As used in this Plan, masculine pronouns shall include the
feminine or vice versa and any reference to an Article or Section
shall mean the Article or Section so delineated in this Plan.
     For purposes of the Puerto Rican income tax laws, all
references to Affiliate shall be disregarded.

         17
                            ARTICLE 2
                  ELIGIBILITY AND PARTICIPATION

2.1  Eligibility
     2.1.1 Each Employee shall be eligible to become a
Participant on the January 1 or July 1 coincident with or
next following the date on which he both attains age
twenty-one (21) and completes one (1) year of Eligibility
Service; provided that he is still an Employee on such date.
     2.1.2 Leased Employees shall not participate in the Plan
unless necessary for qualification purposes.
2.2  Participation
     2.2.1 Each Employee who is eligible to become a Participant
under Section 2.1 may become a Participant by executing a Salary
Deferral Election and by filing such Election with the Committee,
in accordance with Section 3.1.4. If an eligible Employee does
not elect to become a Participant at the time he is first
eligible to do so, he may thereafter become a Participant on any
subsequent January 1 or July 1 by making such an election, at
such time and in such manner as the Committee shall prescribe,
provided he is still an Employee at such time.  A former
Participant who terminates Employment will again become a
Participant on January 1 or July 1 next following his
reemployment by the Employer.
     2.2.2 Participation in the Plan by an eligible Employee
shall be entirely voluntary.

         18
2.3  Provision of Information
     An Employee who becomes a Participant shall execute such
forms as are required by the Committee and shall make available
to the Committee and the Trustee any information they may
reasonably request.  By virtue of participation in this Plan, an
Employee agrees, on his own behalf and on behalf of all persons
who may have or claim any right by reason of the Employee's
participation in the Plan, to be bound by all provisions of the
Plan and by any agreement entered into pursuant thereto.
2.4  Termination of Participation
     A Participant shall cease to be a Participant on account of
(a) death, (b) the payment to the Participant of his Account
Balance due to him under the Plan, or (c) Non-Vested Termination.
2.5  Participation by Rollover
     An Employee who makes a Rollover Contribution shall become a
Participant as of the date of such contribution even if he or she
has not previously become a Participant.  Such an Employee shall
be a Participant only for the purposes of such Rollover
Contribution and shall not be eligible to make other
contributions or to share in contributions made by the Company
until he or she has met the eligibility requirements of Section
2.1.

         19
                            ARTICLE 3
              CONTRIBUTIONS AND ACCOUNT ALLOCATIONS

3.1  Employer Contributions
     3.1.1 Each Employer (or the Company on behalf of any
Employer) shall contribute to the Trust for each Plan Year with
respect to each Participant who is an Employee on the last day of
such Plan Year an amount equal to twenty percent (20%) of the
Participant's Compensation that is contributed to the Plan for
such Plan Year by means of Salary Deferrals pursuant to section
3.1.2(b) provided that in no event shall the aggregate Matching
Employer Contributions for any Participant during any Plan Year
exceed $2,000.  All Salary Deferrals and Matching Employer
Contributions required hereunder shall be made only out of
current or accumulated earnings and profits.
     3.1.2 Effective as of January 1, 1993, for each Plan Year
the Employer (or the Company on behalf of any Employer) shall
contribute to the Trust an amount equal to:
           a.  Forty percent (40%) of the first five percent (5%)
     of Compensation contributed during the Plan Year pursuant to
     each Salary Deferral Election; provided, however, that the
     Employer Contribution shall be equal to fifty percent (50%)
     of the first five percent (5%) of Compensation contributed
     during the Plan Year pursuant to each Salary Deferral
     Election with respect to each Participant who (i) is an
     Employee on the last day of the Plan Year and (ii) has been
     a Participant pursuant to Section 2.2 for at least sixty
     (60) months beginning after January 1, 1990, and, provided
     further, that such Employer Contribution shall not exceed
     $2,500 and provided further, that 

         20
     such Employer Contribution
     shall first be applicable to the percentage of Compensation
     contributed pursuant to a Salary Deferral Election in the
     61st month of participation under the Plan beginning after
     January 1, 1990; and
           b.  The salary deferral percentage elected by the
     Participant pursuant to his Salary Deferral Election
     multiplied by each such Participant's Compensation.    
     Effective for the Plan Year beginning January 1, 1994, the
     $2,500 limitation in subsection a. is deleted effective
     April 1, 1994;
           i)  the salary deferral percentage elected by the
Participant in accordance with subsection b. is limited to six
percent (6%) of a Participant's Compensation, with a one percent
(1%) increase to seven percent (7%), provided that the one
percent (1%) increase is invested in Company Stock purchased at a
discount of fifteen percent (15%) from market value on the day of
purchase; and
           ii)      the Matching Employer Contribution to the one
percent (1%) increase in clause ii) above, shall be in Company
Stock purchased at a discount of fifteen percent (15%) from
market value on the day of purchase.
     For purposes of subsection a., service with Auto Tell
Services, Inc. prior to January 1, 1994, shall not be taken into
account.
     3.1.3 The Salary Deferral Election shall be made on a form
provided by the Committee but no election shall be effective
prior to approval by the Committee.  A Participant may elect to
change the amount of the Salary Deferral Election effective as of
the first pay date in January or July of any year (or such
additional or alternative times as the Committee may determine),
by filing a new election with the Committee on such form and at

         21
such time in advance as the Committee may prescribe. 
Notwithstanding the foregoing, with respect to Puerto Rican
employees, the maximum amount that may be contributed pursuant to
a Participants 401(k) Election shall not exceed the lesser of 6%
of Compensation or $7,000.
     3.1.4 A Participant may suspend his Salary Deferral
Election by filing written notice with the Committee prior to the
date of suspension on such form and at such time in advance as
the Committee shall prescribe.  A Participant may so suspend his
Salary Deferral Election only once in any Plan Year. 
Participation shall resume as of the first pay date in January or
July of any year (or such additional or alternative times as the
Committee may determine).
     3.1.5 Contributions by the Employer pursuant to Salary
Deferrals shall be made by payroll deduction.  Matching Employer
Contributions shall be made in either cash or Company stock.
     3.1.6 All contributions by the Employer with respect to the
Plan Year shall be paid to the Trustee no later than the last day
prescribed by law for the filing of the Employer's Federal income
tax return (including extensions thereof) for the taxable year of
the Employer which includes the last day of such Plan Year. 
3.2  Stock Sharing Contributions
     Effective for taxable years beginning after December 31,
1986, in accordance with the redesignation of Section 44G of the
Code as Section 41 and the repeal of Section 41, the Employer
shall not make any additional Stock Sharing Contributions.  Stock
Sharing Contributions made prior to the above effective date
shall be nonforfeitable at all times.

         22
3.3  Rollover Contributions
     Any Employee who is a Participant, or who would be a
Participant but for the failure to satisfy the requirements of
Article 2, may make a Rollover Contribution to the Plan.  A
Rollover Contribution shall be in cash or such other property as
is acceptable to the Committee.  In the event that an Employee
makes a contribution pursuant to this Section that was intended
to be a Rollover Contribution which the Committee later discovers
not be a Rollover Contribution, the Committee shall direct the
Trustee to distribute to such Participant as soon as practicable
after such discovery the Account balance of his or her Rollover
Contribution Account determined as of the Valuation Date
immediately preceding such discovery.
3.4  Establishing of Accounts 
     3.4.1 Each Participant for whom the Employer makes
contributions on account of a Salary Deferral Election shall have
a Salary Deferral Account to which all amounts allocable to the
Participant pursuant to a Salary Deferral Election and the
earnings thereon shall be credited.
     3.4.2 Each Participant for whom the Employer makes Matching
Employer Contributions in accordance with Sections 3.1.1 and
3.1.2(a) and 3.5 shall have a Matching Employer Contribution
Account to which all amounts allocable to the Participant
pursuant to Sections 3.1.1 and 3.1.2(a) and the earnings thereon
shall be credited.
     3.4.3 Each Participant who received an allocation of the
Stock Sharing Contribution pursuant to Section 3.2 shall have a
Stock Sharing Account to which all prior 

         23
Stock Sharing Contributions made by the Employer and all earnings 
thereon shall be credited.
     3.4.4 Each Participant who makes a Rollover Contribution to
the Plan pursuant to Section 3.3 shall have a Rollover
Contribution Account to which the Committee shall credit, or
cause to be credited, Rollover Contributions made by the
Participant.
     3.4.5 Each Salary Deferral Account, Matching Employer
Contribution Account and Stock Sharing Account shall separately
reflect the Participant's interest in each Investment Fund.  Each
Participant shall receive, at least semiannually, a statement of
his Accounts showing the balance in each Investment Fund. 
3.5  Allocations of Salary Deferrals
     All contributions to a Salary Deferral Account made pursuant
to a Salary Deferral Election shall be made before the last day
of the twelve-month period immediately following the Plan Year to
which such contributions relate.
3.6  Allocation of Matching Employer Contributions
     Subject to the provisions of Section 3.9, the Matching
Employer Contributions of each Employer shall be allocated, as of
the last day of the Plan Year to which they relate, among the
Matching Employer Contribution Accounts of the Participants of
such Employer on the same basis that such Matching Employer
Contribution is made in accordance with Section 3.1 hereof,
provided that the Participant is a Participant on the last day of
the Plan Year to which the Matching Employer Contribution
relates.

         24
3.7  Allocation of Dividends
     To the extent possible, the Trustee shall use cash dividends
on Company Stock in the Stock sharing Account and any other
available cash not required for distribution to a Participant in
accordance with the Plan, to purchase additional Company Stock,
provided, however, that such additional Company Stock shall be
purchased on behalf of a Participant's Stock Sharing Account only
at such time or times as there shall be sufficient cash in such
Stock Sharing Account to purchase one whole share of Company
Stock.  The Trustee shall allocate such additional Company Stock
by adjusting each Stock Sharing Account for dividend payments by
the Company on Company Stock, in proportion to the balance of
such Stock Sharing Account as of the record date for such
dividend to the total of all Stock Sharing Account balances as of
such record date.
3.8  Stock Dividends or Splits
     3.8.1 Any Company Stock received by the Trustee as a stock
dividend or stock split shall be allocated to each Stock Sharing
Account by applying the applicable stock dividend or stock split
factor to the Company Stock in each such Account on the
applicable record date for such stock dividend or stock split.
     3.8.2 The Trustee shall be entitled to direct the voting of
all shares of Company Stock in each Participant's Matching
Employer Contribution Account on each Company Stock voting record
date.
3.9  Voting Rights
     Each Employee shall be entitled to direct the Trustee as to
the voting of all shares of Company Stock in such Participant's
Stock Sharing Account on each Company Stock voting 

         25
record date, and the Trustee shall be required to solicit a proxy from 
each Employee with such voting rights and to vote such Company Stock
according to proxy from the Participant but not otherwise.
3.10 Section 415 Limitations 
     3.10.1    Notwithstanding any provision of the Plan to the
contrary, the "annual addition" (as defined in Section 415(c)(2)
of the Code) allocated to the Accounts of a Participant for any
Limitation Year shall not exceed the limits described under
Section 415(c)(1) of the Code.
     3.10.2    With regard to the combined plan fraction
described under Section 415(e) of the Code, if a Participant is
(or has been) a participant in any defined benefit plan
maintained by the Company or an Affiliate, the sum of such
fraction shall not exceed one.  If the sum exceeds one, the
numerator of the Participant's defined benefit plan fraction
shall be adjusted or other action shall be taken as is necessary
or appropriate until the sum equals one.
3.11 Reduction of Annual Addition
     If the "annual addition" allocated to a Participant's
Accounts for any Limitation Year exceeds the limitation described
in Section 3.10, then (i) an amount equal to such portion of any
voluntary contributions made by the Participant in such Plan Year
as is necessary to eliminate the excess over the limitation
described in Section 415(c)(1) of the Code shall be returned to
the Participant, (ii) to the extent that the excess annual
addition is attributable to a reasonable error in estimating
salary deferral contribution, an amount equal to such portion of
any Salary Deferrals (with earnings thereon) made by the
Participant in such Plan Year as is necessary to eliminate the
excess over the limitation described in Section 415(c)(1) of the

         26
Code shall be returned to the Participant, and (iii) any
remaining excess over the limitation described in Section
415(c)(1) shall be allocated among the other Participants who are
Employees on the last day of the Plan Year in the proportion that
the Matching Employer contributions allocated to the Account of
each such Participant for the Plan Year bears to the total
Matching Employer Contribution allocated to the Accounts of all
such Participants for such Plan Year.  Any amounts not permitted
to be so allocated to any other Participant by reason of the
limitations set forth in Sections 3.1.2 and 3.10 shall be
allocated as provided above among those of such Participants to
whom such amounts may be allocated.
3.12 Limitation on Salary Deferral Elections
     Notwithstanding the foregoing provisions of this Article
III, for each Plan Year the Committee shall limit the amount of
contributions made by Participants pursuant to Salary Deferral
Elections with respect to each Participant who is a Highly
Compensated Employee to the extent necessary to insure that
either of the following tests is satisfied:
           a.  the "Actual Deferral Percentage" for the group of
     eligible Highly Compensated Employees is not more than the
     Actual Deferral Percentage ("ADP") of all other Employees
     multiplied by 1.25; or
           b.  the excess of the Actual Deferral Percentage for
     the group of eligible Highly Compensated Employees over that
     of all other Employees is not more than two percentage
     points, and the Actual Deferral Percentage for the group of
     eligible Highly Compensated Employees is not more than the
     Actual Deferral Percentage of all other Employees multiplied
     by 2.

         27
     "Actual Deferral Percentage" for a group of Employees for a
Plan Year shall be the average of the ratios (calculated
separately for each Employee) of (i) the amount credited to each
Employee's Salary Deferral Account for the Plan Year to (ii) the
Employee's Compensation for the Plan Year.
     The limitation described in this Section shall be tested
twice: once with respect to all Eligible Employees, including
Employees residing in Puerto Rico using the general definition of
Highly Compensated Employee as set forth in Section 1.27 hereof;
and once with respect only to Employees in Puerto Rico, using the
definition of Highly Compensated Employee under the income tax
laws of Puerto Rico.
     The determination and treatment of the Actual Deferred
Percentage for any Participant must satisfy such other
requirements as the Secretary of the Treasury may prescribe.  The
provisions of Section 601(h) of the Code and any regulations
issued thereunder are incorporated by reference.  The Committee
shall maintain sufficient data and record information to exhibit
compliance with the ADP Test for at least the last three
completed Plan Years.
3.13 Correction of Excess Salary Deferrals 
     3.13.1    With respect to a Participant's taxable year, if
the amount of contributions made pursuant to the Salary Deferral
Election exceeds $7,000 (as adjusted by the Secretary of the
Treasury), the Participant may notify the Committee by the March
1 following the end of such taxable year of the amount of such
Excess Salary Deferral.  Not later than the April 15 following
the end of such taxable year, the Trustee shall distribute such
Excess Salary Deferral (and the income attributable thereto) to
the Participant.

         28
     3.13.2    The Excess Salary Deferrals to be distributed are
adjusted for any income or loss up to the date of distribution. 
The income or loss allocable to Excess Salary Deferrals is the
income or loss allocable to the Participant's Salary Deferral
Account for the taxable year multiplied by a fraction, the
numerator of which is such Participant's Excess Salary Deferrals
for the year and the denominator is the Participant's Account
balance attributable to Salary Deferrals without regard to any
income or loss occurring during such taxable year.
     3.13.3    Excess Salary Deferrals are treated as annual
additions under the Plan.
3.14 Correction of Excess Contributions 
     3.14.1    Notwithstanding any other provision of the Plan,
Excess Contributions and income allocable thereto shall be
distributed no later than the last day of each Plan Year, to
Participants on whose behalf such Excess Contributions were made
for the preceding Plan Year.
     3.14.2    The Committee will undertake to distribute Excess
Contributions to Plan Participants within 2.5 months after the
close of the Plan Year in which the Excess Contributions
occurred.  In the event that Excess Contributions are not
distributed to affected Participants within 21-2 months after the
close of such Plan Year, the Employer shall be subject to a ten
(10) percent excise tax under Section 4979 of the Code.
     3.14.3    A Participant may treat his Excess Contributions
as an amount distributed to the Participant and then contributed
by the Participant to the Plan.  Recharacterized amounts will
remain nonforfeitable and subject to the same distribution
requirements as Salary Deferrals.  Recharacterization must occur
no later than 2.5 months after the last day of the Plan Year in
which such Excess Contributions arose and is deemed to occur no
earlier than 

         29
the date the last Highly Compensated Employee is
informed in writing of the amount recharacterized and the
consequences thereof.  Recharacterized amounts will be taxable to
the Participant for the Participant's tax year in which the
Participant would have received them in cash.
     3.14.4    The Excess Contributions to be distributed are
adjusted for income and losses up to the date of distribution. 
The income or loss allocable to Excess Contributions equals the
income or loss allocable to the Salary Deferrals for the Plan
Year multiplied by a fraction, the numerator of which is the
Participant's Excess Contributions for the Plan Year and the
denominator is the Participant's Account balance attributable to
Salary Deferrals on the last day of the Plan Year without regard
to any income or loss occurring during the Plan Year.
     3.14.5    Excess Contributions are treated as annual
additions under Section 415 of the Code. 
3.15 Limitation on Matching Employer Contributions
     3.15.1    Notwithstanding the foregoing provisions of this
Article III, for each Plan Year the Committee shall limit the
amount of contributions made by the Company pursuant to Section
3.1.1 and 3.1.2(a) with respect to each Participant who is a
Highly Compensated Employee to the extent necessary to insure
that either of the following tests is satisfied:
           a.  the "Average Contribution Percentage" for the
     group of eligible Highly Compensated Employees is not more
     than the Actual Contribution Percentage ("ACP") of all other
     Employees for the Plan Year multiplied by 1.25; or

         30
           b.  the excess of the Average Contribution Percentage
     for the group of eligible Highly Compensated Employees over
     that of all other Employees is not more than two percentage
     points, and the Average Contribution Percentage for the
     group of eligible Highly Compensated Employees is not more
     than the Average Contribution Percentage of all other
     Employees multiplied by 2.
     "Average Contribution Percentage" for a group of Employees
for a Plan Year shall be the average of the ratios (calculated
separately for each Employee) of (i) the sum of the Matching Em-
ployer Contributions made under the Plan on behalf of the
Participant for the Plan Year to (ii) the Participant's
Compensation for the Plan Year (whether or not the Employee was a
Participant for the entire Plan Year).
     Such Average Contribution Percentage shall include
forfeitures of Excess Aggregate Contributions or Matching
Employer Contributions allocated to the Participant's account
which shall be taken into account in the year in which such
forfeiture is allocated.
     3.15.2    Multiple Use: If the sum of the ADP and ACP of the
Highly Compensated Employees who participate in the Plan exceeds
the "Aggregate Limit", then the ACP of such Highly Compensated
Employees will be reduced (beginning with such Highly Compensated
Employee whose ACP is the highest) so that the limit is not
exceeded.  The amount by which each Highly Compensated Employee's
Average Contribution Percentage is reduced shall be treated as an
Excess Aggregate Contribution.  The ADP and ACP of the Highly
Compensated Employees are determined after any corrections
required to meet the ADP or ACP test.  Multiple use does not
occur if either the ADP or ACP of the Highly Compensated

         31
Employees does not exceed 1.25 multiplied by the ADP and ACP of
the non-Highly Compensated Employees.
     "Aggregate Limit" shall mean the sum of (i) 125% of the
greater of the ADP of the non-Highly Compensated Employees for
the Plan Year or the ACP of non-Highly Compensated Employees for
the Plan Year and (ii) the lesser of 200% or two plus the lesser
of such ADP or ACP.  "Lesser" is substituted for "greater" in (i)
above and "greater" is substituted for "lesser" after "two plus
the" in (ii) if it would result in a larger Aggregate Limit.
     3.15.3    The determination and treatment of the Average
Contribution Percentage of any Participant must satisfy such
other requirements as the Secretary of the Treasury may
prescribe.
     3.15.4    The provisions of Section 401(m) of the Code and
any regulations issued thereunder are incorporated by reference.
     The limitations described in this Section shall be applied
twice; once with respect to all Eligible Employees, including
employees residing in Puerto Rico, using the general definition
of Highly Compensated Employee as set forth in Section 1.27
hereof; and once with respect only to Employees resident in
Puerto Rico, using the definition of Highly Compensated Employees
under the income tax laws of Puerto Rico.
     3.15.5    The Committee shall maintain sufficient data and
record information to exhibit compliance with the ACP test for at
least the last three completed Plan Years.
3.16 Correction of Excess Aggregate Contributions

         32
     3.16.1    Excess Aggregate Contributions and income
allocable to those contributions are forfeited, if otherwise
forfeitable under this Plan, or if not forfeitable, distributed
no later than the last day of each Plan Year, to Participants
whose Matching Employer Contributions were allocated for the
preceding Plan Year.  The Committee anticipates that the Excess
Aggregate Contributions will be distributed to affected
Participants within 2.5 months after the close of the Plan Year in
which the Excess Aggregate Contributions occurred.
     3.16.2    If the Excess Aggregate Contributions are not
distributed to affected Participants within 2.5 months after the
close of the Plan Year, the Company will be subject to a 10%
excise tax under Section 4979 of the Code.
     3.16.3    The Excess Aggregate Contributions to be
distributed are adjusted for income and losses up to the date of
distribution.  The income or loss allocable to Excess Aggregate
Contributions equals the income or loss allocable to the Matching
Employer Contributions for the Plan Year multiplied by a
fraction, the numerator of which is the Participant's Excess
Aggregate Contributions for the Plan Year and the denominator is
the Participant's Account balance attributable to Matching
Employer Contributions on the last day of the Plan Year without
regard to any income or loss occurring during the Plan Year.
     3.16.4    Amounts forfeited by Highly Compensated Employees
under this Section 3.16.4 shall be allocated pursuant to Section
5.5.
     3.16.5    Excess Aggregate Contributions are treated as
annual additions under Section 415 of the Code.

         33
3.17 Special Rule for Family Members
     To determine the ADP and ACP of an eligible Participant who
is a 5-percent owner or one of the ten most highly-paid Highly
Compensated Employees, the Salary Deferrals and Matching Employer
Contributions and Compensation of the Participant includes the
Salary Deferrals and Matching Employer Contributions and
Compensation of Family Members.  Family Members, with respect to
Highly Compensated Employees, shall be disregarded as separate
employees in determining the ADP and ACP percentages for
Participants who are Highly Compensated Employees and non-Highly
Compensated Employees.  Family Members are disregarded in
determining the ADP and ACP of eligible Participants who are
non-Highly Compensated Employees.

         34
                            ARTICLE 4
                INVESTMENT AND VALUATION OF TRUST
                FUND AND MAINTENANCE OF ACCOUNTS

4.1  Investment Funds
     4.1.1 All assets attributable to Matching Employer
Contributions shall be invested by the Trustee in Company Stock
subject to the election provided in Section 4.2.3. The value of
the Company Stock shall be determined by the average market price
for the Company Stock for the last business day of the calendar
year.
     4.1.2 The Trust Fund assets, other than assets attributable
to Matching Employer Contributions and Stock Sharing
Contributions, shall be invested by the Trustee in Investment
Funds selected by the Trustee of the types described below in
accordance with and subject to the terms and conditions of the
Trust Agreement (as well as any other contract or agreement
entered into by the Company or the Trustee with respect to the
investment of the Trust Fund assets) and the remaining provisions
of this Article.  Only assets attributable to the Stock Sharing
Account shall be invested under Subsection E, Deposits in Federal
Credit Union, for employees of the Company.
           a.  Fixed Income Fund -- a fund invested primarily in
     "fixed income" investments, including but not limited to
     investments in obligations issued by the United States of
     America or an instrumentality thereof or by corporations,
     including public or direct placement bonds or mortgages.
           b.  Equity Fund -- a fund invested primarily in common
     or capital stocks, or bonds, debentures or preferred stocks
     convertible into common or capital stock, 

         35
     options on any of
     the foregoing, or in other similar equity investments,
     whether domestic or foreign, provided, however, that no such
     equity investment may be made in any stock or other
     instrument issued by the Company.
           c.  Bond Fund -- a fund invested primarily in bonds or
     in other similar investments, whether domestic or foreign. 
     Effective __________, 1999, the Bond Fund was discontinued.
           d.  Balanced Fund -- a fund invested in equity
     securities, both fixed income investments and other
     investments such as real estate.
           e.  Life Insurance -- a fund invested in individual
     contracts of life insurance on the life of a Participant who
     elects to so invest a portion of his Account.
           f.  Loans -- any loan made by a Participant pursuant
     to Section 6.11 hereof shall be treated as an investment of
     such Participant's Account and shall bear a reasonable rate
     of interest as determined by the Committee from time to
     time.
           g.  Deposits in Federal Credit Union -- a fund
     invested in assets from a Participant's Stock Sharing
     Account that bear a reasonable rate of interest in the ADP
     Federal Credit Union.
     Anything contained in this Section to the contrary
notwithstanding, all or any part of the Trust Fund, other than
any assets attributable to Matching Employer Contributions and
Stock Sharing Contributions, may be invested in mutual funds or
other securities issued by an investment company or an investment
company principal underwriter, or may be held and invested under
one or more pooled or commingled funds maintained by a bank,
insurance company or trust company, together with commingled
assets of other plans of deferred 

         36
compensation qualified under
Section 401(a) of the Code.  A portion of the Trust Fund, as
determined by the Trustee, may be held in the form of uninvested
cash for temporary periods, pending reinvestment or disbursement. 
In addition, the terms of any collective trust agreement that
Plan assets may be invested in are hereby incorporated by
reference to the same extent as if set forth fully herein at
length.
4.2  Investment Elections
     4.2.1 Each Participant shall specify in writing on a form
and at the time or times prescribed by the Committee the amount
of his Salary Deferrals to be invested in Life Insurance,
provided, however, that in no event may the amount invested in
Life Insurance by any Participant exceed (i) the maximum
necessary to provide incidental death benefits (within the
meaning of the Internal Revenue Service Regulations promulgated
under Section 401(a) of the Code) or (ii) twenty-five percent
(25%) of the Participant's Salary Deferrals for the Plan Year
(ten percent (10%) effective ______________), such percentage to
be calculated assuming the Participant remains a Participant for
the entire Plan Year and that his Compensation and Salary
Deferral election, as in effect on the date the Participant makes
the election provided for in this sentence, remains in effect for
the entire Plan Year.
     4.2.2 Each Participant shall further direct in writing on a
form and at the time or times prescribed by the Committee the
investment of the remainder of his Salary Deferrals in any one or
more of the Investment Funds in whole multiples of twenty-five
percent (25%) (ten percent (10%) effective _______________) of
such remainder.
     4.2.3 All assets attributable to Matching Employer
Contributions shall be invested as the Participant shall direct
in writing in the Fixed Income Fund or Equity Fund; provided,

         37
however, that the Matching Employer Contribution has been
invested by the Trustee in Company Stock for at least two (2)
years prior to the Participant's election.
4.3  Change of Election
     Subject to the limitations set forth in Section 4.2, a
Participant may change his investment direction with respect to
the investment of future Salary Deferrals, effective as of
January 1 or July 1 of any year (or such additional or
alternative times as the Committee may provide), by filing a new
election with the Committee on such form and at such time in
advance as the Committee may prescribe.
4.4  Transfers Between Funds
     A Participant may direct the Trustee, in accordance with
such procedures as shall be established by the Trustee, including
the use of telephonic investment instructions as described under
Section 11.1, to transfer all or a portion of his interest in any
Investment Fund to any other Investment Fund effective as of
January 1 or July 1 (or such additional or alternative times as
the Committee may provide) of any year; provided, however, that
(i) no Participant shall be able to cause any such transfer if,
immediately following such transfer, more than twenty-five
percent (25%) of the Participant's Account is invested in the
Insurance Fund, and (ii) such transfers shall be subject to such
further limitations and restrictions as may be imposed by the
Committee.

         38
                           ARTICLE 5 
                            VESTING 

5.1  Vesting of Participant Accounts
     5.1.1 A Participant, at all times, shall have a fully
(100%) vested and nonforfeitable interest in the balance of his
Salary Deferral Account, Stock Sharing Account, Rollover
Contribution Account and that portion of his Matching Employer
Contribution Account that accrued as of December 31, 1989.
     5.1.2 Effective as of January 1, 1990, a Participant shall
have a vested percentage in the balance of his Matching Employer
Contribution Account determined in accordance with the following
schedule:

      Completed Years                               Vested
     of Vesting Service                           Percentage

     0 but less than 2                                 0%
     2 but less than 3                                50%
     3 or more                                       100%
5.2  Rules for Crediting Vesting Service
     5.2.1 If a Participant who has a vested percentage under
Section 5.1 of zero percent (O%) incurs a Break in Service, and
if at his Re-employment Date the period of his Break in Service
was equal to or greater than five (5) years, then his prior
Vesting Service shall be cancelled for all Plan purposes.
     5.2.2 Except as provided in Section 5.2.1, the Vesting
Service of a reemployed Participant shall include his service
prior to and after such Break in Service as of his 

         39
Re-employment Date upon his completion of one (1) year of Vesting 
Service after such Reemployment Date.
5.3  No Duplication
     In no event shall any period be counted twice in computing
the Vesting Service to be credited to a Participant under any
Plan provision.
5.4  Years of Service Computations
     A Participant's years and months of vesting service shall be
computed by (i) aggregating all periods to be credited, after
excluding any period to be disregarded, and (ii) rounding any
fractional period of less than thirty (30) days remaining after
aggregating up to the next whole month.
5.5  Matching Employer Contribution Account Forfeitures
     The unvested portion of the Matching Employer Contribution
Account of a Participant who has terminated Employment shall be
forfeited as of the earlier of the date of distribution under
Article 6 or the occurrence of five consecutive 1-year Breaks in
Service.  Such forfeiture of Matching Employer Contributions
shall be used to reduce Employer Contributions as described in
Section 3.1.1 and 3.1.2(a).

         40

                            ARTICLE 6
                  DISTRIBUTIONS AND WITHDRAWALS

6.1  Distribution of Salary Deferral Account, Rollover
Contribution Account,
     Stock Salary Account and Matching Employer Contribution
Account         
     6.1.1 Upon a Participant's termination from Employment with
all Employers and Affiliates, the balance of the Participant's
Salary Deferral Account, Stock Sharing Account, Rollover
Contribution Account, and the vested balance of the Matching
Employer Contribution Account under the Plan, determined as of
the Valuation Date next following the later of (i) such
termination of Employment or Disability, or (ii) receipt of a
request for distribution by the Committee, shall be distributed
to him (or, in the event of his death, his Beneficiary) in a
lump-sum payment as soon as practicable following such Valuation
Date; provided, however, that if the total of a Participant's
vested Accounts is more than $3,500, the Participant may elect to
defer the distribution of his vested Accounts, but not later than
his attainment of age 65.  A Participant who elects to defer
distribution of his Account Balance may elect to commence receipt
thereof in writing to the Committee at any time during the period
beginning with the decision to defer commencement of distribution
and terminating at his attainment of age 65.
     6.1.2 For distributions made on or after January 1, 1993,
notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Participant's (or a Payee's) election
under this Section, a Participant (or a Payee) may elect, at the
time and in the manner prescribed by the Committee, to have any
portion of an Eligible Rollover 

         41
Distribution paid directly to an Eligible Retirement Plan specified 
by a Participant (or a Payee) in a Direct Rollover.
     6.1.3 All distributions from the Salary Deferral Account
shall be made in cash.  Distributions from the Matching Employer
Contribution Account shall be made in cash or company stock at
the Participant's election; provided, however, that such election
is limited to only one medium of payment.  Distributions from the
Rollover Contribution Account shall be in cash.  Distributions
from the Stock Sharing Account shall be made in cash or in whole
shares of Company stock and cash held in such Stock Sharing
Account at the Participant's election.  In cases in which a
distribution is made from a Participant's Matching Employer
Contribution Account and Stock Sharing Account, the Participant
shall be entitled to elect only one medium of payment.
     6.1.4 Distributions from a Rollover Contribution Account
may be made at any time.
6.2  Cash-outs and Repayment
     If a Participant receives payment of his Account balance on
account of termination of Employment other than termination of
Employment due to death or Disability, the Participant may upon
resumption of Employment repay the full amount previously
distributed before the earlier of (i) five (5) years after the
date the Participant is reemployed or (ii) the date the
Participant incurs five consecutive 1-year Breaks in Service
following the date of distribution.  In the event of such
repayment, as of the Valuation Date coincident with or next
following such repayment, the Participant's Account shall be
restored to its value on the date of distribution.

         42
     A Participant is deemed to have received a distribution of
zero dollars if as of his Severance Date, said Participant is
zero percent vested in his Matching Employer Contribution
Account.
6.3  Forfeitures
     If a Participant terminates Employment and is not vested or
is partially vested in his Matching Employer Contribution
Account, the non-vested portion of the Matching Employer
Contribution Account shall be forfeited.  If the Participant
resumes Employment without having incurred five consecutive
1-year Breaks in Service, the value of the Participant's Matching
Employer Contribution Account shall be restored.
6.4  Accelerated Distribution of Stock Sharing Accounts
     In the event that the Company ceases to make Stock Sharing
Contributions for any period of years, and does not resume making
Stock Sharing Contributions prior to the end of the 84th month
after the latest Stock Sharing Contribution shall have been
allocated among the Stock Sharing Accounts of Participants, the
Trustee shall thereafter, if directed by the Company, distribute
the balances of the Stock Sharing Accounts to Participants or to
their Beneficiaries or estates as soon as practicable in
accordance with the directions of the Committee; provided,
however, if the total of a Participant's balance in his Stock
Sharing Account is more than $3,500, the Participant may elect to
defer the distribution of his Account until age 65.
6.5  Commencement of Payment of Accounts Election
     Notwithstanding anything contained in this Article 6 to the
contrary, in no event shall a Participant who on the Valuation
Date coincident with or immediately preceding his 

         43
termination of Employment has an Account balance the vested portion of 
which is more than $3,500 receive such amount without his written consent
(subject to the rules described in Section 6.1). If such written
consent is not obtained, the Participant's Vested Account
balance, determined as of the Valuation Date next following the
later of the Participant's termination of Employment or
Disability, or (ii) receipt of a request for a distribution by
the Committee shall be paid as soon as practicable following such
Valuation Date, but no later than the time he reaches age 65.  A
Participant shall be notified of his right to defer commencement
of benefits, which notice shall be provided not less than 30 nor
more than 90 days before the date payment of the Participant's
Account balance may commence.  The written consent of the
Participant must not be made before the Participant receives the
notice and must not be made more than 90 days before the date
payment of the Participant's Account balance may commence.
     If a distribution is one to which Sections 401(a)(11) and
417 of the Code do not apply, such distribution may commence less
than 30 days after the notice required under Section 1.411(a)-
11(c) of the Income Tax Regulations is given, provided that:
           a.  the Committee clearly informs the Participant that
     the Participant has a right to a period of at least 30 days
     after receiving the notice to consider the decision of
     whether or not to elect a distribution (and, if applicable,
     a particular distribution option), and
           b.  the Participant, after receiving the notice,
     affirmatively elects a distribution.

         44
6.6  Limitation on Commencement of Payment of Accounts
     6.6.1 Unless a Participant otherwise elects, a Participant
shall in no event begin to receive payment of his vested Accounts
later than the 60th day after the close of the Plan Year in which
the latest of the following events occurs:
           a.  the attainment by the Participant of his normal
     retirement age;
           b.  the tenth anniversary of the year in which the
     Participant commenced participation in the Plan; or
           c.  the Participant's termination of Employment.
     6.6.2 Notwithstanding any other provision contained in
Article 6, distributions to a Participant must commence no later
than the first day of April following the calendar year in which
he attains age 70.5 (unless he attained age 70.5 before January 1,
1988 and was not a 5% owner).
     The amount that shall be distributed each year shall be that
amount which satisfies the minimum distribution requirements of
Section 401(a)(9) of the Code and the regulations promulgated
thereunder, determined using the life expectancy of the
Participant, which life expectancy shall not be recalculated
annually.
6.7  Payment of Account Balances on Account of Death 
     6.7.1 If the Participant dies before distribution of his
Accounts, the Participant's entire interest will be distributed
no later than five (5) years after the Participant's death. 
     6.7.2 The Accounts payable to the Beneficiary of a
Participant who dies while an Employee shall be the sum of the
Account balances of the Participant's Accounts as of the
Valuation Date following the later of the date of the
Participant's death or the receipt of a 

         45
request for distribution. The Beneficiary shall be paid his Accounts 
as soon as practicable after such Valuation Date.
     6.7.3 Notwithstanding any provision of the Plan to the
contrary, payment of all Accounts must be made in accordance with
Section 401(a)(9) of the Code and the Treasury Regulations
promulgated thereunder, including Regulations Section
1.401(a)(9)-2. In addition, the amount of payments to be
distributed to any Participant shall satisfy the incidental death
benefit provisions under Section 401(a)(9)(G) of the Code.
6.8  Designation of Beneficiary
     6.8.1 A Participant shall make a written designation of one
or more Beneficiaries to whom amounts due after the Participant's
death shall be paid.  In the event a Participant fails to make
such a designation or fails to make a proper designation, or in
the event that no designated Beneficiary survives the
Participant, any amounts due after the Participant's death shall
be paid to his Surviving Spouse, or if there is no Surviving
Spouse, to the descendants per stirpes or on their behalf as
provided in Section 11.5, or if none, to the legal representative
of his estate.  No Beneficiary shall have any right to benefits
under the Plan unless he shall survive the Participant.
     6.8.2 A Participant may change his Beneficiary designation
at any time by delivering a new designation in like manner.  Any
designation shall become effective only upon its receipt by the
Committee.  The last effective designation received by the
Committee shall supersede all prior designations.
     6.8.3 The designation of a Beneficiary other than the
spouse of a married Participant must be consented to by the
Participant's spouse.  Such consent must (i) be in 

         46
writing, (ii) not be changed without spousal consent (unless the spouse's
consent permits designations by the Participant without further
spousal consent), (iii) acknowledge the effect of such election,
and (iv) be witnessed by a notary public.  Any consent by a
spouse shall be effective only with respect to such spouse.  A
consent which permits designations by the Participant without any
requirement of further consent by such spouse must acknowledge
that the spouse has the right to limit consent to a specific
Beneficiary and that the spouse voluntarily elects to relinquish
such rights.  A revocation of a prior waiver may be made by a
Participant without the consent of the spouse at any time before
benefits begin.  The number of revocations shall not be limited. 
The subsequent marriage of a Participant shall remake any prior
designation made in accordance with the foregoing.
6.9  Written Application Required for Payment of Benefits
     A Participant entitled to receive any payment or other
benefit hereunder must file with the Committee a written
application therefor on the form and within the time prescribed
by the Committee.  Benefits for which no application has been
made within the applicable period of limitation of actions
following the date of entitlement to such benefits shall be
payable pursuant to Section 11.7, provided that the Committee
shall have sent by registered mail reasonable notice of such
payment to the last known address of the Employee or his
Beneficiary.  Upon the death of an Employee, such application
must be filed by the Beneficiary, executor or administrator of
the deceased Employee, together with proof of death.

         47
6.10 Hardship Withdrawals
     6.10.1    Subject to the provisions of Section 6.10.3, a
Participant may withdraw, following the filing of an election
with the Committee, all or a portion of the balance of his Salary
Deferral Account for the purpose of enabling such Participant to
satisfy an immediate and heavy financial need on account of:
           a.  medical expenses (within the meaning of Section
     213(d) of the Code) incurred by the Participant, the
     Participant's spouse, or any dependent of the Participant or
     amounts necessary to obtain medical services for the
     Participant, the Participant's spouse, or any dependent of
     the Participant;
           b.  the purchase (excluding mortgage payments) of a
     principal residence for the Participant;
           c.  the payment of tuition for the next 12 months of
     post-secondary education for the Participant, his spouse,
     children or dependents;
           d.  the need to prevent the eviction of the
     Participant from his principal residence or the foreclosure
     on the mortgage of the Participant's principal residence; or
     
           e.  any other event which the Commissioner of Internal
     Revenue, in accordance with applicable regulations, or
     through publications of revenue rulings, notices and other
     documents of general applicability, determines to be a
     deemed immediate and heavy financial need.
     Any amount distributed under this Section 6.10 may be
grossup for anticipated federal and state income taxes and
penalties.

         48
     6.10.2    In order to make a hardship withdrawal, the
distribution must be necessary to satisfy an immediate and heavy
financial need of the Participant.  Such need shall be deemed to
exist if the following requirements are satisfied:
           a.  the amount of the distribution does not exceed the
     amount of the Participant's immediate and heavy financial
     need;
           b.  the Participant has received all distributions
     (other than hardship distributions) and nontaxable loans
     available under all qualified plans maintained by the
     Company;
           c.  all qualified plans maintained by the Employer
     provide that the Participant may not make elective and
     voluntary contributions for at least 12 months after receipt
     of the hardship distribution; and
           d.  all qualified plans maintained by the Employer
     provide that the Participant may not make elective
     contributions for the Participant's taxable year immediately
     following the taxable year of the hardship distribution in
     an amount greater than the limitation under Section 402(g)
     of the Code ($7,000 as adjusted) less the amount of the
     Participant's elective contributions for the taxable year of
     the hardship distribution.
     6.10.3    Withdrawals pursuant to Section 6.10.1 shall be
subject to the following rules and restrictions:
           a.  Withdrawals shall be made by filing a written
     request with the Committee on such form and at such time as
     the Committee may prescribe.  Except as otherwise permitted
     by the Committee, a withdrawal shall become effective as of

         49
     the first Valuation Date which occurs after the date such
     written request is received by the Committee, and payment of
     the amount withdrawn shall be made as soon as practicable
     thereafter.
           b.  All withdrawals shall be paid in a lump-sum cash
     payment.
           c.  All withdrawals shall be deemed to be made pro
     rata from the Investment Funds in which the affected
     Accounts of the Participant are then invested, unless the
     Participant otherwise requests.
     6.10.4    No income attributable to contributions made
pursuant to a Salary Deferral election may be withdrawn.  A
Participant can resume participation as of the first day of
January or July immediately following the expiration of the
12-month suspension period. 
     6.10.5    No withdrawals under Section 6.10 shall be made
from a Participant's Rollover Contribution Account.
6.11 Loans
     6.11.1    At such time as permitted by the Committee, a
Participant may submit an application to borrow from his Accounts
(on such terms and conditions as the Committee shall prescribe):
           a.  an amount (subject to the limitation of Section
     6.11.2(d)) not in excess of the lesser of $50,000, reduced
     by the excess (if any) of (i) the highest outstanding loan
     balance from the Plan during the one (1) year period
     preceding the loan over (ii) the outstanding balance on the
     date of the loan; or 50% of the Account balance of his
     Accounts on the Valuation Date coincident with or next
     following the filing of his loan application with the
     Committee,

         50
           b.  a minimum amount which shall not be less than
     $1,000, and
           c.  only if an outstanding loan amount does not exist
     in the Participant's Accounts.
     6.11.2    If approved, each such loan shall comply with the
following conditions:
           a.  it shall be evidenced by a negotiable promissory
           note;
           b.  the loan shall be subject to the rules which are
     contained in the Summary Plan Description;
           c.  the loan, by its terms, must be entirely repaid
     within five (5) years;
           d.  the loan shall be secured by the Participant's
     balance in his Accounts; provided, however, not more than
     50% of the present value of the Participant's vested Account
     balances may be pledged as security for such loan; and
           e.  if applicable, the Participant's spouse must
     consent to the loan.  The consent must be in writing and
     must be notarized.
     6.11.3    Principal and interest payments of a Participant's
loan shall be credited to such Participant's Accounts.  Any loss
caused by nonpayment or other default on a Participant's loan
obligations shall be borne solely by such Participant.  Anything
contained herein to the contrary notwithstanding, in the event of
a default, foreclosure on the promissory note and attainment of
security will not occur until a distributable event occurs in the
Plan.
6.12 Participants in the Hollander Plan.  
     All Participants who were previously participants in the
Hollander Plan may elect to receive that portion of their Account
representing their Account balance as of May 31, 1993 

         51
in any form provided for under the Hollander Plan as then in effect.  
That portion of their Account representing their Account from June 1,
1993 forward shall be received only in a form provided for under
the Plan without regard to this Section 6.12.
6.13 Participants in the NADS Plan.  
     All Participants in the Plan who were previously
participants in the NADS Plan may elect to receive that portion
of their Account representing their Account balance as of May 31,
1993 in any form provided for under the NADS Plan as then in
effect.  Any participant described in the preceding sentence may
elect to receive a lump sum distribution by an election in
writing before his annuity starting date, after having been
provided with a written explanation containing the information
set forth in Section 6.8.3 not more than 90 nor less than 30 days
before the annuity starting date.  If the Participant is married,
his or her spouse must consent in writing to the waiver of the
qualified joint and survivor annuity before a notary public as
provided in Section 6.8.3.  That portion of their Account
representing their Account from June 1, 1993 forward shall be
received only in a form provided for under the Plan without
regard to this Section 6.13.

         52
                            ARTICLE 7
                       PLAN ADMINISTRATION

7.1  Powers and Responsibilities of the Board 
     The Board shall be empowered to appoint and remove the
Trustee and the members of the Committee from time to time as it
deems necessary for the proper administration of the Plan and to
assure that the Plan is being operated for the exclusive benefit
of the Participants and their beneficiaries in accordance with
the terms of the Plan, the Code and ERISA.
7.2  The Committee
     An administrative Committee shall be appointed by the Board
and shall consist of three (3) or more individuals.  Members of
the Committee may, but need not be, Employees.  Any individual
appointed as a member of the Committee shall signify his
acceptance of the appointment in a signed writing delivered to
the Board and may resign by delivering a signed writing to the
Board with copies to the remaining members of the Committee. 
Such acceptance or resignation shall be effective upon delivery
to the Company or such later date specified therein.  Vacancies
existing in the Committee from time to time shall be filled by
the Board, but the Committee may act notwithstanding the
existence of vacancies as long as there shall continue to be at
least one (1) member of the Committee.  The members of the
Committee shall serve without compensation for their services as
such, but all expenses of the Committee shall be paid by the
Company.  The Committee shall act by a vote or written 

         53
consent of a majority of its members then in office, unless it shall 
have less than three (3) members in which case a unanimous vote or
written consent shall be required. 
7.3  Committee Powers, Duties and Responsibilities
     The primary responsibility of the Committee shall be to
administer the Plan for the exclusive benefit of the Participants
and their beneficiaries, subject to the specific terms of the
Plan.  The Committee shall be a "named fiduciary," within the
meaning of section 402 of ERISA, with respect to the
administration of the Plan.  The Committee shall have all powers
and duties specified elsewhere in the Plan; it shall be charged
with all other duties and responsibilities relating to the
general administration and operation of the Plan, except as
otherwise expressly provided hereunder, and it shall have all
other powers necessary to fulfill such duties and
responsibilities, including, but not limited to, the powers:
           a.  To determine all questions relating to the
     eligibility of Employees to participate in or to remain a
     Participant under the Plan which determination shall be
     final and conclusive;
           b.  To compute, certify and direct the Trustee with
     respect to the amount and the kind of benefits to which any
     Participant shall be entitled under the Plan;
           c.  To authorize and direct the Trustee with respect
     to all nondiscretionary or otherwise directed disbursements
     from the Trust Fund;
           d.  To maintain all records necessary for the
     administration of the Plan;        
           e.  To interpret the provisions of the Plan and to
make and publish the rules for regulation of the Plan as are
consistent with the terms hereof;

         54
           f.  To allocate or delegate any of its fiduciary
     responsibilities with respect to the Plan among its members
     or to such other persons as it shall determine, by means of
     its written designation of the fiduciary to whom the
     responsibility is to be allocated or delegated, containing a
     description of the responsibility and the attendant powers
     and duties, and its receipt from the fiduciary of a written
     acceptance of the allocation or delegation; and
           g.  To delegate to any one or more of its members or
     to any Employee or Employees, severally or jointly, the
     authority to perform any ministerial or routine act in
     connection with the administration of the Plan.
7.4  Plan Administrator
     Pursuant to Section 7.3(f), the Committee may appoint one or
more persons to serve as the "plan administrator" of the Plan, as
such term is defined in Section 414(g) of the Code, and in the
absence of any such appointment the Committee shall serve as the
"plan administrator" of the Plan.  The Plan Administrator shall
have the powers and duties specified in sections 7.3(a), 7.3(b),
7.3(c) and 7.3(d) and such other powers and duties as may be
conferred on it by the Committee or the provisions of the Plan,
or as may be necessary to satisfy its obligations with respect to
the Plan under ERISA or the Code. 
7.5  Records and Reports
     The Committee or its delegate shall keep a record of all
actions taken and shall keep all other books of account, records
and other data that may be necessary for proper administration of
the Plan and shall be responsible for supplying all information
and reports 

         55
to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law. 
7.6  Reliance on Professional Advice
     The Committee and its delegates shall be entitled to rely
conclusively on the advice or opinion of any consultant,
accountant or attorney, and such persons may also act in their
respective professional capacities as advisers to the Company. 
7.7  Indemnification
     The Company shall indemnify and hold harmless any of its
Employees, officers or directors who shall be deemed a fiduciary
of the Plan, the members of the Committee and any person or
persons who shall serve as the Plan Administrator of the Plan
pursuant to Section 7.4, from and against any and all losses,
claims, damages or liabilities (including attorney's fees and
amounts paid, with the approval of the Board, in settlement of
any claim) arising out of or in conjunction with such persons,
duties and obligations with respect to the Plan, so long as such
losses, claims, damages or liabilities are not determined to have
resulted from the gross negligence or wilful misconduct of any
such individual. 

         56
                            ARTICLE 8
                           TRUST FUND

8.1  Trust Fund
     As part of the Plan, the Company has entered into a Trust
Agreement under which the Trustee shall receive the contributions
of the Company to the Trust Fund and shall hold, invest and
distribute the Trust Fund in accordance with the terms and
provisions of the Plan and such Trust Agreement.
8.2  Expenses
     All necessary expenses of the Trust shall be charged against
and paid from the Trust Fund, unless paid by the Company.
8.3  Special Trustee Responsibility
     Anything contained in this Plan to the contrary
notwithstanding, unless the Board shall have appointed an
Investment Manager (as such term is defined in Section 3(38) of
ERISA), which the Board shall be empowered to do, the Trustee
shall have sole and exclusive responsibility for the
administration of all Investment Fund transfers under Section 4.4
and neither the Company or any of its Employees, officers or
directors, nor the Committee or any of its members, nor the Plan
Administrator shall be deemed to have any fiduciary
responsibility with respect to such administration.

         57
                            ARTICLE 9
                   AMENDMENT AND TERMINATION:
                     PARTICIPATING EMPLOYERS

9.1  Amendment and Termination of the Plan
     Except as expressly provided in Section 9.2, the Company
reserves the right at any time or times by action of the Board to
amend, modify or terminate the Plan in its entirety either with
respect to itself or any Employer included hereunder and each
such Employer reserves the right to terminate the Plan or to
withdraw from the Plan at any time by action of its Board of
Directors with respect to its own Employees and Participants as
provided in Section 9.3. Upon any such withdrawal or termination
the provisions of Section 9.3 shall apply to each Employer
separately.
     The Committee shall have the power, at any time, to amend
Plan provisions other than the definitions of Compensation,
Eligibility Service, Employee, Employment, and Vesting Service in
Article I of the Plan; the eligibility requirements for
participation in the Plan in Article II of the Plan; the
provisions relating to the  determination of Participant 401(k)
salary deferrals and the determination of Matching Employer
Contributions and the eligibility of Participants to receive an
allocation to Matching Employer Contributions Accounts in 
Article III of the Plan; the determination of a Participant's
vested percentage, the rules for crediting Vesting Service and
the provisions relating to the determination and allocation of
forfeitures in Article V; or any other provisions that an
amendment to which would have any material effect on Plan costs
or the amount of a Participant's benefit under the Plan.

         58
9.2  Limitation on Amendments of the Plan
     No Plan amendment shall:
           a.  authorize any part of the Trust Fund to be used
     for, or diverted to, purposes other than for the exclusive
     benefit of Participants or their Beneficiaries;
           b.  decrease the accrued benefits of any Participant
     or Beneficiary under the Plan;
           c.  reduce the vested percentage of any Participant;
           d.  eliminate or reduce an early retirement benefit or
     retirement type subsidy or eliminate an optional form of
     benefit payment to any Participant or Beneficiary except
     where permitted by law;
           e.  change the vesting schedule, unless each
     Participant having not less than three Years of Vesting
     Service is permitted to elect, within a reasonable period
     specified by the Committee after the adoption of such
     amendment, to have his vested percentage computed without
     regard to such amendment.
     The period during which the election may be made shall
commence with the date the amendment is adopted and shall end on
the later of:
           a.  60 days after the amendment is adopted;
           b.  60 days after the amendment becomes effective; or
           c.  60 days after the Participant is issued written
     notice of the amendment by the Committee.

         59
9.3  Right of the Company to Terminate Plan or Discontinue
Contributions
     The Company has the bona fide intention and expectation that
from year to year it will be able to and will deem it advisable
to continue this Plan in effect and to make contributions as
herein provided.  However, the Company reserves the right to
terminate the Plan at any time by an instrument in writing
delivered to the Committee and the Trustee, or to completely
discontinue its contributions thereto at any time.
9.4  Effect of Partial or Complete Termination or Complete
Discontinuance of Contributions
     9.4.1 As of the date of a partial termination of the Plan:
           a.  each affected Participant who is then an Employee
     shall become 100% vested in his Matching Employer
     Contribution Account; and
           b.  no further contributions or allocations of
     forfeitures shall be made after such date with respect to
     each affected Participant.
           9.4.2    As of the date of the complete termination of
the Plan or the complete discontinuance of contributions under
the Plan:
           a.  each Participant who is then an Employee shall
     become 100% vested in his Matching Employer Contribution
     Account;
           b.  no further contributions or allocations of
     forfeitures shall be made after such date; and
           c.  no eligible Employee shall become a Participant
     after such date.
     9.4.3 All other provisions of the Plan shall remain in
effect unless otherwise amended.

         60
9.5  Bankruptcy
     In the event that the Company shall at any time be
judicially declared bankrupt or insolvent without any provisions
being made for the continuation of this Plan, the Plan shall be
completely terminated in accordance with Section 9.4.
9.6  Employer-Withdrawals
     Subject to the approval of the Board, the Board of Directors
of any Employer, by appropriate resolution duly certified and
transmitted to the Company, may elect to cease its participation
in the Plan.  Such election shall constitute a termination of the
Plan with respect to such Participants who are Employees of such
Employer unless, with the consent of the Board, provision is made
for the transfer of the assets and liabilities attributable to
the Participants of the withdrawing Employer to a separate plan
and trust established for their benefit and such transfer meets
the requirements of Section 11.10 and otherwise complies with
applicable laws and regulations.
9.7  Adoption of the Plan by United States Affiliates
     9.7.1 With the approval of the Board, any United States
Affiliate shall be authorized to adopt the Plan for the benefit
of its eligible Employees.
     9.7.2 To adopt the Plan, the Board of Directors of the
United States Affiliate must approve a resolution expressly
adopting the Plan for the benefit of the eligible Employees of
such United States Affiliate.  In such resolution such United
States Affiliate shall delegate to the Company and the Board
authority to administer the Plan through the appointment of the
members of the Committee, to enter into a Trust Agreement with
one or more Trustees selected by the Company which authorizes the
holding or management and investment of the 

         61
Trust Fund, and to take any other steps necessary or advisable in 
connection with the administration and implementation of the Plan.
     9.7.3 Transmittal of Resolution.  A certified copy of such
resolution of the Board of Directors of the United States
Affiliate shall be transmitted to the Board and shall be deemed
to constitute the adoption of the Plan and Trust by such United
States Affiliate as of the date specified in such resolution. 

         62
                           ARTICLE 10
                         TOP-HEAVY RULES

10.1 Top-Heavy Plan
     For any Plan Year commencing on or after January 1, 1984,
the Plan shall be a "Top-Heavy Plan", as such tern is defined
under Section 416 of the Code, if the "Value of Accumulated
Benefits" for "Key Employees" under all "Aggregated Plans"
exceeds 60% of the "Value of Accumulated Benefits" for all "Group
Participants" under all Aggregated Plans, determined as of the
"Determination Date" immediately preceding such Plan Year.  If
the Plan is a Top-Heavy Plan for a Plan Year and, as of the
Determination Date immediately preceding such Plan Year, the
Value of Accumulated Benefits for Key Employees under all
Aggregated Plans exceeds 90% of the Value of Accumulated Benefits
for all Group Participants under all Aggregated Plans, then the
Plan shall be a "Super Top-Heavy Plan" for such Plan Year.  For
such purposes, the terms Key Employees and Group Participants
shall include all persons who are or were Key Employees or Group
Participants as of such Determination Date or as of any of the
four (4) immediately preceding Determination Dates.
     For purposes of this Article, the following definitions
shall apply in addition to those set forth in Article I:
     "Affiliated Employer Group" shall mean the Company and each
other Employer which must be aggregated with the Company for
purposes of Section 414(b), 414(c) or 414(m) of the Code.

     "Aggregated Plans" shall mean (i) all plans of the Company
or an Affiliated Employer Group which are required to be
aggregated with the Plan, and (ii) all plans of the Company or an
Affiliated Employer Group which are permitted to be aggregated
with the Plan and which the plan administrator elects to
aggregate with the Plan, for purposes of 

         63
determining whether the Plan is a Top-Heavy Plan.  A plan shall be 
required to be aggregated with the Plan if such plan includes as a 
participant a Key Employee or if such plan enables any plan of the 
Company or of a member of the Affiliated Employer Group in which a Key
Employee participates to qualify under Section 401(a)(4) of the
Code or Section 410 of the Code.  A plan of the Company or the
Affiliated Employer Group shall be permitted to be aggregated
with the Plan if such plan satisfies the requirements of Sections
401(a)(4) and 410 of the Code, when considered together with the
Plan and all plans which are required to be aggregated with the
Plan.  No plan shall be aggregated with the Plan unless it is a
qualified plan under Section 401 of the Code.

     "Determination Date" shall mean the date as of which it is
determined whether a the Plan is a Top-Heavy Plan or Super
Top-Heavy Plan for the Plan Year immediately following such
Determination Date.  For any Plan Year subsequent to the first
Plan Year, the Determination Date for the Plan shall be the last
day of the preceding Plan Year.  For the first Plan Year of the
Plan, the last day of that year.

     "Group Participant" shall mean anyone who is or was a
participant in any plan included in the Aggregated Plans as of
the Determination Date or any of the four (4) immediately
preceding Determination Dates.  Any beneficiary of a Group
Participant who has received, or is expected to receive, a
benefit from a plan included in the Aggregated Plans shall be
considered a Group Participant solely for purposes of determining
whether the Plan is a Top-Heavy Plan or Super Top Heavy Plan.

     "Key Employee" shall mean any employee or former employee of
the Company or of an Affiliated Employer Group who, as of a
Determination Date, or as of any of the four (4) immediately
preceding Determination Dates, was:

     (a)   an officer of the Company earning in excess of 50% of
the amount in effect under Section 415(b)(1)(A) of the Code for
any such Plan Year; or

     (b)   a five percent (5%) owner of the Company; or

     (c)   a one percent (1%) owner of the Company whose
total annual compensation from the Affiliated Employer Group
exceeds $150,000; or     

     (d)   an employee whose compensation equals or exceeds
$30,000 (or such higher amount as may be defined under Section
415(c)(1)(A) of the Code), and whose ownership interest in the
Affiliated Employer Group is among the ten largest.

     For purposes of (b) and (c) above, the Employee with greater
annual Compensation is considered as having the larger ownership
interest.

     The number of officers counted under (a) above as of any
Determination Date shall not exceed the lesser of:

         64
     (a)   the greater of (i) ten percent (10%) of the total
number of employees of the Affiliated Employer Group, and (ii)
three (3); and

     (b)   fifty (50).

     If the application of the preceding paragraph results in a
reduction in the number of officers to be included as Key
Employees, then individuals who are officers shall be eliminated
from the group of Key Employees beginning with the individual who
had the lowest one-year compensation as of the Determination Date
or any of the four (4) immediately preceding Determination Dates,
and eliminating each individual with the next higher one-year
compensation as of such Determination Dates, until the maximum
number of officers remains in the Key Employee Group.

     "Value of Accumulated Benefits" shall mean:

     (a)   in the case of a Group Participant or Beneficiary
covered under a defined benefit plan, the sum of

           (i)      the present value of the accrued pension
benefit (as such term is defined under the applicable plan) of
the Group Participant or Beneficiary determined as of the
Determination Date using reasonable actuarial assumptions as to
interest and mortality, and taking into account any
nonproportional subsidies in accordance with regulations issued
by the Secretary of the Treasury; plus

           (ii)     the sum of any amounts distributed or loaned
to the Group Participant and his or her Beneficiary during the
Plan Year which includes the Determination Date and during the
four (4) immediately preceding Plan Years.

     (b)   in the case of a Group Participant or Beneficiary
covered under a defined contribution plan, the sum of the
accounts of the Group Participant or Beneficiary under the Plan
as of the Plan's Determination Date derived from:

           (i)  employee contributions credited to such accounts
and investment earnings thereon; and

           (ii) employer contributions credited to such accounts
and investment earnings thereon; and

           (iii)    rollover contributions made prior to January
1, 1984, and investment earnings thereon; and

           (iv) any contributions which would have been credited
to such accounts on or before the Determination Date, but which
were waived as provided under the Code and resulted in a funding
deficiency; and

         65
           (v)  any amounts distributed or loaned from the
accounts described in (i) through (iv) above during the Plan Year
including the Determination Date and the four (4) immediately
preceding Plan Years.

     For purposes of (a) and (b) above, if a Group Participant or
Beneficiary has not been an Employee of the Company with respect
to any qualified plan of the Company during the five-year period
ending on the Determination Date, any Value of Accumulated
Benefits shall be disregarded provided such individual has
received no compensation other than Plan benefits from the
Company maintaining such a Plan during the five-year period.

     If the Plan is determined to be a Top-Heavy Plan or Super
Top-Heavy Plan as of any Determination Date, then it shall be
subject to the rules set forth in the remainder of this Article
for the first Plan Year commencing after such Determination Date. 
If, as of a subsequent Determination Date, the Plan is determined
to no longer be a Top-Heavy Plan or Super Top-Heavy Plan, then
the rules set forth in the remainder of this Article shall no
longer apply, except where expressly indicated otherwise. 
Notwithstanding the foregoing, if the Plan changes from being a
Super Top-Heavy Plan to a Top-Heavy Plan, the rules applicable to
a Top-Heavy Plan shall apply.

     "Year of Super Top-Heavy Service" of Service of a
Participant which commenced during which the Plan was a Super
Top-Heavy

     "Year of Top-Heavy Service" shall Service of a Participant
which commenced in during which the Plan was a Top-Heavy Plan.
shall mean a year in a Plan Year Plan mean a Year of a Plan Year
10.2 Minimum Benefits or Contributions
     For any Plan Year in which the Plan is a Top-Heavy Plan the
minimum rate of contributions and forfeitures allocated to the
account of any Participant shall be the lesser of:
           (a)      the highest rate of Employer contributions
     and forfeitures (determined as a percentage of total
     earnings) allocated to the account of any Key Employee; and
           (b)      three percent (3%) of total earnings.
     For any Plan Year in which the Plan is a Super Top-Heavy
Plan, four percent (4%) shall be substituted for three percent
(3%) in the preceding paragraph.

         66
     Notwithstanding the above paragraph, if a Participant is
also a participant in another defined contribution plan of the
Affiliated Employer Group, or if the Employee is a Participant in
one or more defined benefit plans of the Affiliated Employer
Group, no contribution shall be made under this Section 10.2 for
such Participant, and the minimum benefit requirements under
Section 416 of the Code shall be satisfied for such Participant
under such other plans.
     Salary Deferrals and Matching Employer Contributions may not
be taken into account for the purpose of satisfying the minimum
Top-Heavy contribution requirement.
10.3 Discontinuance of Article
     In the event that any provisions of this Article are no
longer required to qualify the Plan under the Code, then such
provisions shall thereupon be void without the necessity of
further amendment of the Plan.

         66
                           ARTICLE 11
                    MISCELLANEOUS PROVISIONS

11.1 Forms
     Except as otherwise provided in Section 4.4, all consents,
elections, applications, directions and designations required or
permitted under the Plan must be made on forms prescribed and
furnished by the Committee; provided, however, such elections,
applications, directions and designations may be made by use of a
telephonic instruction system from any individual identified by
the Committee to have access to such system in the event such
system is established for use in conjunction with this Plan. 
11.2 Construction
     In the construction of this Plan, the masculine shall
include the feminine and the singular the plural in all cases
where such meanings would be appropriate.  The Plan shall be
construed and enforced in accordance with the laws of the State
of New Jersey, except to the extent such laws are preempted by
ERISA or other federal law.
11.3 Limitation of Assignment
     11.3.1   No Participant, beneficiary, or other payee shall
have a right to assign, transfer, hypothecate, encumber, commute
or anticipate his interest in any payments under the Plan and
such payments shall not in any way be subject to any legal
processes to levy upon or attach the same for payment of any
claim against any Participant, beneficiary or other payee.  

         68
     11.3.2   This Section shall also apply to a domestic
relations order, unless such order is determined by the Committee
to be a "qualified domestic relations order," as defined in
Section 414(p) of the Code or such order was entered before
January 1, 1985.
     Upon written receipt of a domestic relations order, the
Committee shall review this order, inform the Trustee, and gather
such facts as it may deem appropriate.  The Committee may consult
with legal counsel for the Plan in such matters.  The Committee
shall reach a decision within eighteen (18) months of receipt of
the order whether it is a "qualified domestic relations order."
     Notwithstanding anything in this Plan to the contrary, an
"alternate payee", as defined under Section 414(p)(8) of the
Code, may elect to receive distribution of the portion of a
Participant's Account balance that is payable to such "alternate
payee" under the terms of a "qualified domestic relations order"
before the date that such Participant attains "earliest
retirement age", as defined under Section 414(p)(4)(B).
11.4 Obligations of Employer
     The Plan shall not be deemed to be a contract between any
Employer and any Participant or to be a consideration or an
inducement for the Employment of any Participant or any Employee
of any Employer.
     Nothing contained in the Plan shall be deemed to give any
Employee of any Employer or any Participant the right to be
retained in the service of any Employer or to interfere with the
right of any Employer to discharge any Employee or Participant at
any time without regard to the effect which such discharge shall
have upon his rights, if any, under the Plan.

         69
11.5 Payments to Incompetents
     If the Committee or plan administrator shall receive
evidence satisfactory to it (i) that a Participant, Beneficiary
or other payee entitled to receive any benefits under the Plan is
physically or mentally incompetent to receive such benefit and to
give a valid release therefor, (ii) that another person or
institution is then maintaining or has custody of such
Participant, Beneficiary or other payee, and (iii) that no
guardian, committee or other representative of the estate of such
person shall have been duly appointed, the benefit otherwise
payable to such Participant, Beneficiary or other payee may be
paid to such other person or institution, and the release of such
other person or institution shall be a valid and complete
discharge for the payment of such benefit.
11.6 Discrimination
     The Committee and plan administrator shall administer the
Plan in a uniform and consistent manner with respect to all
Participants and shall not permit discrimination in favor of
Highly Compensated Employees.
11.7 Disappearance of Participant or Payee
     In the event that any Participant, Beneficiary or other
payee receiving or entitled to receive benefits under the Plan
should disappear and fail to respond within sixty (60) days to a
written notice sent by or on behalf of the Committee or plan
administrator by registered or certified mail, informing him of
his entitlement to receive benefits under the Plan, the Company
acting through the Committee or plan administrator may cause
payment of such benefits, or any portion thereof which the
Committee or plan administrator determines to be appropriate, to
the dependents of the Participant or payee, whichever is
applicable, having 

         70
regard to the needs of such dependents, until
such Participant or payee is located or until such benefits have
been paid in full, whichever event shall first occur.
     If the Committee or plan administrator has received no
request for payment of such benefits from the Participant or
payee and has made no such payments to dependents thereof within
the applicable period of limitation of actions after the same
became payable, then benefits under the Plan shall be payable
pursuant to the direction of a court of applicable jurisdiction
or by applicable escheat law.
11.8 Compliance with Applicable Laws
     The Company, through the Committee, shall interpret and
administer the Plan in such manner that the Plan shall remain in
compliance with Sections 401 and 501 of the Code, ERISA and all
other applicable laws, regulations and rulings.
11.9 Return of Plan Assets to the Employer
     The assets of the Plan shall be held for the exclusive
purpose of providing benefits to Participants and beneficiaries,
and shall never inure to the benefit of any Employer except that
any Matching Employer Contribution made by a mistake of fact or
for which a deduction is disallowed may be returned to the
Employer within one (1) year after the date of such mistake or
disallowance; provided that any contribution so returned shall be
adjusted to reflect its pro rata share of the aggregate Matching
Employer Contribution Account net loss, if any, from the date of
such contribution to the date of its return.  Any net gain in
such Accounts from the date of such contribution shall remain as
part of the Trust.  The Matching Employer Contribution Account of
any Participant affected by the return of a contribution
hereunder shall be adjusted accordingly.

         71
11.10      Merger
     In the event of any merger or consolidation of the Plan with
any other plan, or the transfer of assets or liabilities of the
Plan to another plan, each Participant shall be entitled to
receive (assuming that the Plan then terminated) a benefit
immediately after the merger, consolidation, or transfer which is
equal to or greater than the benefit such Participant would have
been entitled to receive immediately before the merger,
consolidation, or transfer (assuming that the Plan had then
terminated). 
11.11      Claims Procedure
           a.       Initial Stage: In the event the Committee or
     plan administrator denies a claim for benefits under the
     Plan submitted by a Participant or Beneficiary, hereinafter
     referred to as Claimant, the Committee or plan administrator
     shall provide adequate notice in writing to the Claimant,
     within a reasonable time after receipt of the claim, setting
     forth, in a manner calculated to be understood by the
     Claimant, the following:
              (1)        specific reason for the denial;
              (2)        specific reference to Plan provisions on
           which the denial is based;
              (3)        a description of any materials or
           information necessary to perfect the claim and why
           they are necessary; and
              (4)        an explanation of the review procedure
           of the Plan.
           b.    Appellate Stage:  A Claimant shall have sixty
     (60) days to appeal a denial of a claim for benefits to the
     Committee.  A Claimant or his duly authorized 
     representative must request an appeal in writing to the Committee, 
     and shall be allowed to review pertinent documents and submit
     issues and comments in writing.
     The Committee shall afford the Claimant a full and fair
review of his claim for benefits, and shall make a decision on
review as promptly as possible, but in no event later than sixty
(60) days following the written request for review.
     The decision on review shall be in writing and shall include
specific reasons for the decision and specific reference to Plan
provisions on which the decision is based, and shall be written
in a manner calculated to be understood by the Claimant. 
11.12      Internal Revenue Service Approval
     Notwithstanding any other provision of the Plan to the
contrary, the Plan, as hereby amended and restated, is adopted on
the condition that the same shall be approved and qualified by
the Internal Revenue Service as meeting the requirements of
Section 401(a) of the Code and the regulations issued thereunder
and in the event such qualification is not obtained, and is not
obtained by further amendment, the Plan shall thereupon continue
as in effect prior to this amendment and restatement.
     With respect solely to Employees resident in Puerto Rico,
the Plan, as hereby amended and restated, is adopted on the
condition that the same shall be approved and qualified by the
Department of Treasury in Puerto Rico as meeting the requirements
of Section 3165 of the Puerto Rico Income Tax Act and the
regulations issued thereunder and in the event such qualification
is not obtained, and is not obtained by further amendment, the
Plan shall thereupon continue as in effect prior to this
amendment.

         73
     IN WITNESS WHEREOF, the Company has caused this Plan to be
duly executed, effective as of January 1, 1989, except as
otherwise expressly provided for hereunder.

                              AUTOMATIC DATA PROCESSING, INC.
ATTEST:

[SEAL]                        
By____________________________________
                                                                  
  Title

EX-99

                              TRUST AGREEMENT

                                    FOR

                      AUTOMATIC DATA PROCESSING, INC.
                        RETIREMENT AND SAVINGS PLAN



                              TRUST AGREEMENT
                                    FOR
                      AUTOMATIC DATA PROCESSING, INC.
                        RETIREMENT AND SAVINGS PLAN

     AGREEMENT dated as of this 31st day of December, 1983, by
and between AUTOMATIC DATA PROCESSING, INC. (the "Company") and
FRED S. LAFER, JOSEPH B. PIRRET and ARTHUR F. WEINBACH, as
Trustees (the "Trustees").
                           W I T N E S S E T H :
     WHEREAS, the Company has established the Automatic Data
Processing, Inc. Retirement and Savings Plan (the "Plan") for the
exclusive benefit of its eligible employees and their
beneficiaries; and
     WHEREAS, the Trustees desire to serve as the trustee of the
trust created for the purpose of providing benefits under the
Plan;
     NOW, THEREFORE, the parties agree that the Trustees shall
hold all funds and other property contributed to the Trust
pursuant to the provisions of the Plan and this Trust Agreement,
together with all the increments, proceeds, investments and
reinvestments thereof, in trust, for the uses and purposes and
upon the terms and conditions hereinafter set forth.
                                 ARTICLE I
                                DEFINITIONS
     The following terms when used in this Trust Agreement shall
have the meanings as provided below unless a different meaning is
clearly required by the context.
     (a)  The term "Committee" shall mean the administrative
Committee provided for in the plan.

         2
     (b)  The term "Trust Fund" shall mean all funds held by the
Trustee hereunder, including all increments thereto and income
and profits thereon.
     (c)  The term "Trustee" shall mean the Trustees hereinabove
named and any successor Trustee or Trustees.  Such successor
Trustee or Trustees shall have all of the rights, powers,
privileges, liabilities and duties of the original Trustees
hereinabove named.
     (d)  Any term used herein which is defined in the Plan shall
be deemed to have the identical meaning in this Trust Agreement.
                                 ARTICLE II
                               ADMINISTRATION
     (a)  The Committee shall give statements from time to time
to the Trustee sufficient to establish the record of each
Participant and the exact amount of each Participant's interest
in the Trust Fund.  The Trustee may depend upon such statements
and shall not be required to question or verify them in any
manner or at any time.
     (b)  The Trustee shall retain, manage, administer and hold
the Trust Fund in accordance with the terms and provisions of
this Trust Agreement and the Plan.  Except as otherwise provided
herein, the Trustee shall make payments from the Trust Fund only
upon and in accordance with the written direction of the
Committee, and the Trustee shall have no duty to inquire into any
such application of any funds so paid.
     (c)  No part of the corpus or the income of the Trust Fund
shall be used for or diverted to any purpose other than the
exclusive benefit of the Participants, retired or former
Participants or their Beneficiaries and the payment of reasonable
expenses of the Plan and 

         3
this Trust Agreement and, except as
provided in Section 12.09 of the Plan, in no event shall any
portion of the Trust Fund ever revert to or become the property
of the Company.
                                ARTICLE III
                        POWERS AND DUTIES OF TRUSTEE
     (a)  The Trustee shall receive any monies and securities or
other property that are tendered to the Trustee pursuant to the
Plan.
     (b)  As and when the Trustee or, if the Company has
designated an investment manager for the Plan in accordance with
Section 10.03 of the Plan ("investment manager"), the investment
manager shall deem it appropriate or desirable so to do, the
Trustee may, with any cash at the time held in the Trust Fund,
purchase or subscribe for and invest and reinvest in any
securities or other property, including bonds, preferred or
common stock, options, notes, or mortgages on property, even
though such investments may not be authorized for investment or
reinvestment of trust funds under the laws applicable thereto,
and may retain all such securities and other property until the
Trustee shall deem it appropriate to dispose thereof, provided,
however, that no such bonds, stocks or notes as may be issued by
the Company may be purchased or subscribed for with any portion
of the Trust Fund attributable to Participant Salary Deferrals or
any earnings thereon.
     (c)  The Trustee may from time to time hold such portion of
the Trust Fund in cash uninvested and nonproductive of income as
the Trustee or, if an investment manager has been appointed, the
investment manager shall determine is necessitated by the cash
requirements of the Trust Fund, but to the extent feasible from
time to time such amounts shall be held in 

         4
short-term interest bearing accounts or in other forms of investment 
which are productive of income but are sufficiently liquid to meet such
cash requirements.
     (d)  As and when the Trustee or, if an investment manager
has been appointed, the investment manager shall deem it
appropriate or desirable so to do, the Trustee may sell any
securities or other property at any time held in the Trust Fund
for cash or on credit; transfer, dispose of or convert any
securities or other property at any time held in the Trust Fund;
or exchange such securities or property for other securities or
property which the Trustee shall deem acceptable and in which the
Trustee shall have the power to invest.  Any such sale, transfer,
disposition, conversion or exchange may be made publicly or by
private arrangement; and no person dealing with the Trustee shall
be bound to see to the application of the purchase money or to
inquire into the validity, expediency or propriety of any such
sale or other disposition.
     (e)  As and when the Trustee shall deem it appropriate, or
if an investment manager has been appointed, shall receive
instructions from the investment manager so to do, the Trustee
shall exercise any conversion privilege or subscription right
available in connection with any securities or property at any
time constituting a part or all of the Trust Fund, and shall
consent to any reorganization, consolidation, merger or
readjustment of the finances of any corporation, company or
association, any of the securities of which may at any time be
held hereunder, and exercise any option or options, and make any
agreement or subscriptions, and pay expenses, assessments or
subscriptions in connection therewith; and the Trustee shall hold
and retain any property acquired by means of the exercise of any of the 

         5
powers expressed in this paragraph in accordance with the
foregoing paragraphs of this Article III.
     (f)  The Trustee is authorized in its discretion, to sue or
to defend any suit or legal proceedings by or against the Trust
and to compromise, submit to arbitration or settle any suit or
legal proceeding, claim, debt, damage or undertaking due or owing
from or to the Trust Fund.  In the administration of the Trust
Fund, the Trustee shall not be obligated to take any action which
would subject it to any expense or liability unless it first
shall be indemnified in an amount and in a matter satisfactory to
it or be furnished with funds sufficient, in its sole judgment,
to cover such expenses and liabilities.
     (g)  The Trustee is authorized in its discretion, to
register any securities or other property held hereunder in the
name of the Trustee or in the name of a nominee, with or without
the addition of words indicating that such securities or other
property are held in a fiduciary capacity, or to hold in bearer
form any securities or other property held hereunder so that
title thereto will pass by delivery, but the books and records of
the Trustee shall show that all such investments are part of the
Trust Fund.
     (h)  The Trustee is authorized in its discretion, to employ
such agents, counsel, actuaries, clerical help, custodial
servants and others as the Trustee may deem necessary, and to pay
their reasonable expenses and compensation out of the Trust Fund,
unless such expenses shall have been paid by the Company.
     (i)  As and when the Trustee or, if an investment manager
has been appointed, the investment manager shall deem it
appropriate or desirable so to do, the Trustee may vote 

         6
(directly or by proxy) on any matter pertaining to any securities held
under this Trust Agreement.
     (j)  The Trustee is authorized in its discretion, to borrow
money on the credit of the Trust Fund and to make, execute and
deliver, as trustee, any and all instruments in writing, as the
Trustee shall deem necessary or proper for the effective exercise
of this power and any of the Trustee's powers as stated in this
Article III or otherwise necessary to accomplish the purposes of
the Trust.
     (k)  Whenever the Trustee is required to execute any
instruments, checks, notes, securities or agreements in the
discharge of its duties, the signature or signatures of the
individual who is or any two of the individuals who collectively
then may be the Trustee, or of the duly authorized officer or
officers of any successor corporate Trustee, shall be sufficient
and shall be binding upon all such persons and the Company.
     (l)  The Trustee is authorized in its discretion, to secure
and pay for a safe deposit box at any bank and in any amount it
may deem advisable.  The cost thereof shall be paid by the
Company but, if not so paid, shall be a lien against the Trust
Fund.
                                 ARTICLE IV
                      DIRECTIONS OF INVESTMENT MANAGER
     (a)  Any powers granted to the Trustee hereunder that are to
be exercised according to the direction of an investment manager
shall be exercised by the Trustee only if, when and as directed
by the investment manager in a written instrument, signed by the
person or persons authorized to sign for the investment manager,
and delivered to the Trustee.  The Trustee shall comply exactly
with such directions; provided, however, that the Trustee shall

         7
not be liable or responsible for failure to comply with any such
direction if it shall have attempted in good faith to comply
therewith.  The Trustee shall be under no liability for any loss
or breach of trust of any kind which may result from any action
or failure of action due to compliance with a direction in
writing of the investment manager, or a failure on the part of
the investment manager to give a written direction properly or at
a proper time, unless the Trustee participates knowingly in, or
knowingly undertook to conceal, an act or omission of the
investment manager, knowing such act or omission to be a breach
of fiduciary responsibility.
     (b)  The investment manager from time to time may direct the
Trustee in writing (i) to retain in the Trust Fund specified
investments then forming a part thereof or (ii) to purchase for
and retain in the Trust Fund specific investments within the
foregoing classifications, and the Trustee shall comply with any
such directions received by it.  The Trustee shall not be under
any duty to, nor shall it, make to the investment manager any
recommendations as to the sale or retention of investments
purchased for or retained in the Trust Fund pursuant to the
directions of the investment manager.
     (c)  Anything to the contrary contained in Article III or
the preceding paragraphs of this Article IV notwithstanding, no
provision of this Trust Agreement shall be so construed as to
violate the requirements of Part 4 of Subtitle B of Title I of
ERISA.
                                 ARTICLE V
                              PAYMENT OF TAXES
     The Trustee shall pay out of the Trust Fund or withhold for
satisfaction or payment all real and personal property taxes,
income taxes (no income tax is contemplated to become 

         8
due hereunder, as it is intended that this Trust be qualified at all
times under section 501(a) of the Code as a tax exempt employees'
trust) and any other taxes at any time levied or assessed against
the Trust Fund or any part thereof, other than taxes properly
attributable to Participants or their Beneficiaries.
                                 ARTICLE VI
                        PAYMENT OF EXPENSES AND FEES
     (a)  The reasonable expenses of administering the Trust,
incurred either by the Committee or the Trustee, shall be paid by
the Company.  Should the Company fail to pay any of the expenses
of administering the Trust, then such expenses shall constitute a
first lien on the Trust Fund.
     (b)  The Trustee shall receive, in addition to reimbursement
for its expenses, such reasonable compensation as may be agreed
upon from time to time by the Company and the Trustee, and such
compensation shall be paid by the Company but, to the extent not
so paid, shall constitute a first lien on the Trust Fund;
provided, however, that no individual Trustee who already
receives full-time pay from the Company shall receive any
compensation from the Plan or out of the Trust Fund.
     (c)  Any and all payments provided for in this Article VI,
if not paid by the Company, may be made by the Trustee out of the
Trust Fund without written direction or approval of any kind from
the Committee.

         9
                                ARTICLE VII
                                  ACCOUNTS
     (a)  All income, profits, recoveries, contributions,
forfeitures and any and all monies, securities and properties of
any kind at any time received or held by the Trustee under this
Trust Agreement shall be held by the Trustee in a separate
account for each of the funds as defined in Section 6.01 of the
Plan and a separate account for the portion of the Trust Fund
attributable to Stock Sharing Contributions pursuant to Section
5.03 of the Plan.
     (b)  The Trustee shall maintain such records of account, as
directed by the Committee, as shall be necessary to identify the
share of the Trust Fund designated for each Participant from time
to time; but no such record or account shall be considered as
segregating to the benefit of any Participant or Beneficiary any
securities or property contained in the Trust Fund.
     (c)  The Trust Fund shall be valued by the Trustee monthly
as of the close of business on each Valuation Date.
     (d)  The Trustee shall deliver to the Committee a statement
of the valuation as soon as may be reasonably possible after each
Valuation Date.
     (e)  The Committee shall figure the adjustments of each
Participant's Account on the basis of the Trustee's valuation as
provided in the Plan.
     (f)  The Committee shall deliver to the Trustee a statement
of the adjusted Accounts of Participants as soon as reasonably
possible after receipt of the statement of valuation.

         10
     (g)  In no event shall the maintenance of an account or a
record designated as the Account of a Participant mean that such
Participant shall have a greater or lesser interest than that due
to him by operation of the Plan.  No Participant shall have any
title to or interest in any specific asset in the Trust Fund.
     (h)  The distributions from the Participants' Accounts shall
be made by the Trustees only if, when and in the amount and
manner as directed in writing by the Committee.  The Trustee may
make any payment required to be made by it under the Plan by
mailing its check, as trustee, for the amount thereof to the
person to whom such payment is to be made, directed to him at
such address as the Committee shall specify, or may make
distribution in kind, or partly in kind and partly in money, and
for the purposes of such allotment, the judgment of the Trustee
concerning the propriety thereof, and the relative value for the
purpose of division or distribution of the property or securities
so allotted, shall be binding and conclusive on all persons
interested therein.
     (i)  The accounts and records of the Trustee shall record
the receipts and disbursements and all transactions of the
Trustee.  Such records shall contain the authorizations and
directions upon which the Trustee has acted.  The accounts and
records of the Trustee shall be open for the inspection of the
Company or the Committee or both at all reasonable business
hours.
                                ARTICLE VIII
                           PROTECTION OF TRUSTEE
     (a)  To the extent permitted by law, and in accordance with
Section 10.03 of the Plan, the Trustee shall be fully protected
from any responsibility for actions taken or omitted 

         11
in accordance with the written instructions, directions, or
approvals of the Committee or the investment manager duly signed
by the person or persons authorized to sign for the Committee or
the investment manager.
     (b)  At least once with respect to each Plan Year, the
Trustee shall render a written accounting of its administration
of the Trust Fund, and said accounting shall be transmitted to
the Company and to the Committee.
     (c)  The Committee may approve such accounting by written
notice of approval delivered to the Trustee or by failure to
express objection to such accounting in writing delivered to the
Trustee within 30 days from the date upon which the accounting
was delivered to the Committee.
     (d)  Upon receipt by the Trustee of such written approval of
the accounting, or upon the expiration of such 30-day period
without any such objection being delivered in writing to the
Trustee, such accounting shall be deemed to be approved, and the
Trustee shall be released and discharged as to all items, matters
and things set forth in such accounting as if such accounting had
been settled by the decree of a court of competent jurisdiction. 
The Trustee nevertheless shall have the right to have its
accounts settled by judicial proceedings if it shall so elect.
     (e)  The Trustee may accept as true all papers,
certificates, statements and representations of fact that are
presented to the Trustee without the requirement of
investigation, questioning and verification if the Trustee
believes them to be true and authentic.

         12
     (f)  The Trustee shall be fully protected from any and all
responsibility for the adequacy of the Trust Fund to meet and
discharge any or all payments under the Plan.
     (g)  The Trustee shall not be required to determine the
facts concerning eligibility of Employees, their identity, the
amount of benefits payable to a Participant, or the date or
method of payment or disbursement.  The Trustee shall rely solely
upon the written advice and direction of the Committee as to any
question of fact.
     (h)  The Committee shall have the authority, on behalf of
all persons having or claiming any interest in the Trust Fund or
under the Plan, to adjust and settle all claims against the Trust
and to determine all questions with respect to the administration
of the Trust.  To the extent permitted by law, the Trustee shall
be fully released from liability to all such persons by receiving
a release which may be given to it by the Committee.
     (i)  The Trustee shall not be bound by any notice,
direction, requisition, advice or request unless and until it
shall have been received by the Trustee at its principal place of
business.
     (j)  Any action by the Board of Directors of the Company
pursuant to any of the provisions of this Trust Agreement may be
evidenced by a resolution of such Board certified by the
Secretary or an, assistant secretary of the Company under its
corporate seal.  Any action of the Company pursuant to any of the
provisions of this Trust Agreement may be evidenced by a written
instrument signed by any officer of the Company if such officer
has been thereunto authorized by the Board of Directors of the
Company.  Any notice, direction, order, request, certification or
instruction of the Committee to the Trustee shall be in writing
and shall be signed either by the chairman of the Committee or by
any two other members of 

         13
the Committee.  The Trustee shall be entitled to rely conclusively 
upon any and all such notices, directions, orders, requests, 
certificates and instructions received by it from the Company or the 
Committee, and shall act and be fully protected in acting in accordance 
therewith.  The Company shall furnish the Trustee from time to time 
with a certified copy of the resolution of its Board of Directors
evidencing the appointment and termination of office of any
members of the Committee and of successors to such members, and
the Trustee shall be entitled to rely conclusively upon such
resolutions as evidence of the identity of the members of the
Committee and shall not be charged with notice of any change with
respect thereto until the Trustee shall have been furnished with
a certified copy of a resolution relative to such change.
                                 ARTICLE IX
                           REMOVAL OR RESIGNATION
     (a)  The individual who is or any of the individuals who
collectively then may be the Trustee hereunder may resign from
trusteeship hereunder at any time by giving at least 30 days'
written notice of such resignation to the Company, unless the
Company shall accept as adequate a shorter notice period.
     (b)  The individual who is or any of the individuals who
collectively then may be the Trustee may be removed, with or
without cause, from trusteeship hereunder by the Company upon
written notice of such removal to the Trustee.  Such removal
shall be effective immediately upon the delivery of such notice
to the Trustee.


         14
                                 ARTICLE X
                      APPOINTMENT OF SUCCESSOR TRUSTEE
     (a)  The Company shall appoint one or more successors to the
Trustee in the event of a vacancy in the trusteeship resulting
from the resignation, removal or failure of the Trustee to
continue as Trustee hereunder.
     (b)  Any such successor Trustee shall be designated by an
instrument in writing, copies of which shall be delivered to the
Committee and the former Trustee.
     (c)  Any such successor Trustee shall have all the rights,
powers, privileges, liabilities and duties of the former Trustee
and may be an individual or individuals, a corporate fiduciary or
fiduciaries or a combination of individual and corporate
fiduciaries.
     (d)  The actual appointment and qualification of any
successor Trustee to whom the Trust Fund may be transferred are
conditions that must be fulfilled before the resignation or
removal of a Trustee shall become effective.
     (e)  The transfer of the Trust Fund shall be made coincident
with an accounting by the resigned or removed Trustee, or earlier
at the option of such resigned or removed Trustee.
                                 ARTICLE XI
                                 AMENDMENT
     (a)  The Company specifically reserves to itself the right
at any time and from time to time to modify or amend this Trust
Agreement in whole or in part; provided, however, that no such
modification or amendment shall increase or change the duties or
liabilities of the Trustee without the Trustee's specific consent
thereto in writing; and provided, further, 

         15
that no such amendment shall divert any part of the Trust Fund to 
purposes other than for the exclusive benefit of the Participants, 
retired or former Participants or their Beneficiaries.
     (b)  No such amendment or modification shall become
effective until expressed in writing by the Company and the
acceptance thereof evidenced by the signature of the Trustee upon
such written statement of modification or amendment.
                                ARTICLE XII
                                JURISDICTION
     (a)  This Trust Agreement and the Trust hereby created shall
be construed, regulated and administered under the provisions of
the laws of the State of New Jersey, except to the extent such
laws have been preempted by the Code or ERISA, and the Trustee
shall be liable to account only in the courts of that state or of
the United States.  All contributions received by the Trustee
hereunder shall be deemed to have been received in that state.
     (b)  In the event any provision of this Trust Agreement
shall be held illegal or invalid for any reason, said illegality
or invalidity shall not affect the remaining provisions of this
Trust Agreement, but shall be fully severable, and this Trust
Agreement shall be construed and enforced as if said illegal or
invalid provisions had never been inserted herein.
                                ARTICLE XIII
                             GENERAL PROVISIONS
     (a)  All persons dealing with the Trustee are hereby
released from any necessity for questioning the authority of the
Trustee hereunder or from seeing to the application of any
monies, securities or other property paid or delivered to the
Trustee as a purchase price or 

         16
otherwise; nor shall any such person be required to question any 
authorization or direction of the Committee.
     (b)  The trust herein created shall be known as the
"Automatic Data Processing, Inc. Retirement and Savings Trust".
                                ARTICLE XIV
                                TERMINATION
     (a)  This Trust Agreement and the Trust may be terminated at
any time by the Company upon written notice delivered to the
Trustee.  Upon such termination the Trust Fund shall be
liquidated and paid out by the Trustee in accordance with the
written directions of the Committee pursuant to the Plan.  Unless
sooner terminated, the Trust created hereunder shall terminate
when there shall be no funds remaining in the hands of the
Trustee hereunder.
     (b)  If the Trust is terminated, the Trustee, without the
direction or approval of the Committee, may reserve from the
Trust Fund such reasonable amount or amounts as it may deem
necessary to provide for payment of any of its expenses then or
thereafter due or 

         17
payable, the amount of any compensation then or thereafter due to
it, and any sums then or thereafter chargeable against the Trust
Fund for which it may be liable.
                              *      *      *
     IN WITNESS WHEREOF, the Company, by its duly authorized
officer, and the Trustee have caused this Trust Agreement to be
executed as of the day and year first above
written.
                            AUTOMATIC DATA PROCESSING, INC.



                            
                            Josh S. Weston, President



                            
                            Fred S. Lafer, Trustee



                            
                            Joseph B. Pirret, Trustee



                            
                            Arthur F. Weinbach, Trustee

EX-99

                          SUMMARY PLAN DESCRIPTION

The 401(k)

ELIGIBILITY
The Plan is open to
all full-time and
part-time ADP
associates who have
completed one year
of service and have
attained age 21. 
Part-time
associates must
work at least 1,000
hours to be
eligible.

ENROLLMENT
To enroll, you
simply complete and
return an
enrollment form
indicating:
  The amount you
want to contribute;
  How you want your
money invested; and
  The beneficiary
to receive your
account if you
should die.
     Your membership
in the Plan will
begin with your
first payroll
deduction.

HOW THE PLAN WORKS
The basic operation
of the Plan is
simple.
  The Company adds
contributions to
your account.
  Tax savings are
added to your
account.
  You divide your
money among three
investment options.
  No taxes are paid
on any earnings in
your account until
withdrawn, and then
very favorable tax
treatments may be
available.

CONTRIBUTING TO THE
PLAN
There are two types
of contributions
which can be made
to your account:
  Your
Contributions --
Your decision to
contribute is
completely
voluntary.  Your
contributions are
made from earnings
before taxes are
taken out -- from
1% up to 6% of your
total earnings. 
Total earnings
include any pay
received during the
year, including
bonus, commissions,
overtime pay, etc.,
but excluding
relocation pay and
car allowances. 
There may be
restrictions on
contributions from
certain higher-paid
associates.
  Company Matching
Contribution--The
matching
contribution is
made in ADP stock
and is equal to 40%
of the first 4% of
your contributions. 
Once you've
participated in the
Plan for 60 months,
beginning after
January 1, 1991,
the Company
matching
contribution will
increase to 50% of
the first 4% of
your contributions. 
You must be
employed as of
December 31st in
order to have the
Company match
credited to your
account.
     Your account
also grows through
tax savings in two
ways:
  Immediate Tax
Savings--
Contributing from
your pay before
taxes are taken out
instantly gives you
more money to
invest.  Federal
Withholding Taxes
that would have
been paid on the
money you
contribute are
deposited instead
in to the Plan. 
Depending on where
you live or work,
you may also save
state and local
income taxes.
  Tax Deferred
Earnings--No taxes
are paid on any
earnings in the
Plan until they are
withdrawn.  Your
account will
continue to grow on
a tax-deferred
basis.

INVESTING YOUR
SAVINGS
The Plan offers
three options for
investing savings. 
You can choose one,
two, or all three. 
However, the
Company matching
contribution must
be held for two
years in Company
stock before it can
be transferred to
another investment
account.
  The Fixed Income
Fund is invested in
fixed income
investments,
including but not
limited to those
issued by the U.S.
government or
corporations.  Its
purpose is to
provide you with
competitive rates
of return and
preserve your
investment capital.
  The Diversified
Equity Fund is
invested in a
diversified
portfolio of common
stock of selected,
publicly owned
corporations.  The
primary objective
is growth of
principal, but
since the value of
common stocks can
decease as well as
increase, the value
of your account in
the Diversified
Equity Fund will
fluctuate.

  The Life
Insurance Option
allows you to use
up to 25% of your
contributions to
purchase permanent
life insurance on
your own life.  If
selected during
your initial
enrollment period,
this life insurance
is available
without physical
examination.  It
will build cash
values which earn
competitive
interest rates, and
it is completely
portable.  If you
leave ADP for any
reason, you can tax
your policy with
you, without any
changes in
insurance company
rates or features. 
You may also cancel
your life insurance
at any time.
     Your
contributions are
divided in 25%
multiples between
the Fixed Income
and Diversified
Equity Funds.  If
you choose the Life
Insurance Option,
contributions for
Life Insurance will
be made first and
the remainder of
your contributions
will be invested in
the other options. 
You may change your
investment
elections in
January or July
each year.

VESTING

Vesting means you
have a guaranteed
right to the ADP
matching
contribution.
     Once you have
three years of
service, you'll be
entitled to 100% of
the Company match
and any investment
gains related to
the match.
     If you leave ADP
after two years of
service but less
than three, you'll
be entitled to keep
50% of both the
company matching
contribution and
investment gains.
     If you leave ADP
before two years of
service, you will
not acquire
ownership of any
Company match.  The
non-vested Company
match that you
earned will be
forfeited after
five consecutive
one-year breaks in
service.
     Service is a
period of time
beginning from the
date of employment
with ADP to the
date of severance
from the Company,
which is the
earlier of:
  The date of
discharge,
retirement or
death; or
  The first
anniversary of the
date continuous
absence from work
began for any
reason other than a
leave of absence.
     A break in
service will occur
if you resign, are
discharged, or
retire.  If you
were not vested at
the time you left,
the years of
service you earned
can be lost and
your Company match
forfeited. 
However, service
will be restored to
your original
service date if you
are rehired within
12 months.  If you
are rehired after a
12-month period,
your service will
be restored after
you complete one
year of services
provided:
  You were not
vested or 50%
vested and your are
reemployed  prior
to the fifth
anniversary of the
date you
terminated; or
  You were 100%
vested when you
terminated
employment.
     If you leave ADP
after two years of
service and receive
payment of your
vested Company
match on or after
termination of
employment, the
non-vested portion
of your Company
match will be
forfeited.  If you
later resume
employment with the
Company, the
forfeited amount
will be restored if
you repay the full
amount of the
distribution upon
the earlier of:
  Five years after
the date your are
subsequently re-
employed by the
Company; or
  Five consecutive
one-year breaks in
service.
     However, no
matter when you
leave, you'll
always be entitled
to the value of
your own
contributions, tax
savings, and any
earnings on your
contributions.

DISTRIBUTIONS
DURING YOUR CAREER
You will
automatically
receive, without
penalty, the full
value of your
account at
termination of
employment, onset
of a disability,
death, or April 1,
following the year
you turn 70.5.
     However, if the
value of your
account is more
than $3,500, no
distribution will
be made without
your permission. 
You may defer
distribution of
your account until
age 65.
     You may also
withdraw your
contributions from
the Plan in the
event of a
financial hardship. 
A Hardship
Withdrawal is
allowed for certain
authorized purposes
such as purchasing
a primary home,
preventing eviction
from or foreclosure
on your home,
paying for your
dependents' college

education, or
paying
extraordinary
medical expenses. 
A Hardship
Withdrawal requires
approval of the
Plan Committee. 
All Financial
Hardship
Withdrawals must
comply with
regulations
established by the
IRS.  These
regulations place
certain
restrictions/limit
ations on hardship
withdrawals.

DEATH BENEFIT
In the event of
your death, your
spouse will receive
the full value of
your account.  You
may elect to have
other beneficiaries
share in the
process or name
beneficiaries other
than your spouse. 
If you do, your
spouse must sign a
waiver form which
is witnessed by a
Plan representative
or a notary public.

LOANS
You can borrow up
to 50% of your
vested account
balance in an
amount not less
than $1,000, up to
a maximum of
$50,000.  Loans
must be repaid
through payroll
deductions within
one, three, or five
years, and you have
to repay any
outstanding loan
before a new loan
can be made.  The
interest rate paid
on the loan will be
equal to the prime
rate at the time
the loan is made
plus one percentage
point.
     Loans are
available on the
first day of each
month.  To apply
for one, you must
complete a loan
application which
must be received by
the Corporate
office by the
fifteenth of the
prior month.  The
Committee is
responsible for
administering the
loan program.  The
participant is
responsible for any
loss caused by non-
payment or default
of a loan.





            1994 CHANGES TO THE COMPREHENSIVE HEALTH CARE PLAN,
              FLEXIBLE SPENDING ACCOUNTS AND SURVIVOR BENEFITS


  Comprehensive Health Care
  -  Added Coverage Under Managed Care (in-network only) For:
     -  Mammograms
     -  Colon-Rectal Screenings
     -  Immunizations

  Flexible Spending Accounts
  -  Increased the Health Care-Plus Annual Maximum to $2500

  Survivor Benefits
  -  Added Family Coverage to the Personal Accident Insurance
     Plan


            1994 CHANGES TO THE 401(k) PORTION OF THE RETIREMENT
                     CAPITAL ACCUMULATION PLAN INCLUDE:

  Addition of Another Investment Fund - The ADP Stock Fund which
  is invested in ADP Stock.  Contributions of 1% are permitted
  in the Fund which purchases ADP stock at a 15% discount. 
  Associates who contribute to the Fund are permitted to invest
  a total of 7% of salary into the Plan rather than the normal
  6%.

  Company Match Increased From 40% on the first 5% of
  contributions to 40% on the first 6% of contributions if you
  participate in the ADP Stock Fund.  The 1% match on the ADP
  Stock Fund purchases stock at a 15% discount.


1993 CHANGES TO THE 401(K) PORTION OF THE RETIREMENT CAPITAL
ACCUMULATION PLAN INCLUDE:

     COMPANY MATCH INCREASED FROM 40% ON THE FIRST 4% OF
     CONTRIBUTIONS TO 40% ON THE FIRST 5% OF CONTRIBUTIONS

     ADDITION OF ANOTHER INVESTMENT FUND -- THE BALANCED FUND
     WHICH INVESTS PRIMARILY IN STOCKS AND BONDS TO "BALANCE"
     YOUR MONEY AND REDUCE YOUR RISK.

     INVESTMENT FUND ELECTIONS IN 10% INCREMENTS

     QUARTERLY INVESTMENT FUND ELECTION CHANGES ON JANUARY 1,
     APRIL 1, JULY 1, & OCTOBER 1

     ROLLOVERS FROM QUALIFIED RETIREMENT PLANS PERMITTED INTO
     OUR PLAN

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  ALL 1/1/94 PLAN CHANGES WILL BE COMMUNICATED IN THE NEXT
  PRINTING.
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