Exhibit 10 (v)


HOME BENEFICIAL CORPORATION
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


TABLE OF CONTENTS

                                                                            Page

Section 1.        Establishment and Purpose of the Plan........................1

         1.1.     Establishment................................................1
         1.2.     Purpose......................................................1

Section 2.        Participation by Eligible Executives.........................2

         2.1.     Eligible Executives on Effective Date........................2
         2.2.     Eligible Executives after Effective Date.....................2
         2.3.     Written Proof of Participation Required......................2

Section 3.        Accrued Benefit .............................................3

         3.1.     Accrued Benefit Definition...................................3
         3.2.     Other Benefit Definitions....................................3
         3.3      Cessation of Benefit Accrual after a Change in Control.......3
         3.4      Required Reductions..........................................3

Section 4.        Benefits.....................................................5

         4.1.     Normal Retirement Benefit....................................5
         4.2.     Late Retirement Benefit......................................5
         4.3.     Early Retirement Benefit.....................................5
         4.4.     Vested Retirement Benefit....................................5
         4.5.     Disability Retirement Benefit................................6
         4.6.     Joint & Spouse Survivor Annuity Option.......................6
         4.7.     Additional Benefits..........................................6

Section 5.        Preretirement Death Benefits................................10

         5.1.     Preretirement Death Benefit.................................10
         5.2.     Payment to Beneficiaries....................................10

Section 6.        Nature of Participant's Interest in Plan ...................11

         6.1.     No Right to Assets..........................................11


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         6.2.     No Right to Transfer Interest...............................11
         6.3.     No Employment Rights .......................................11
         6.4.     Withholding and Tax Liabilities.............................11

Section 7.        Administration, Interpretation, and Modification of Plan....12

         7.1.     Plan Administrator..........................................12
         7.2.     Powers of Committee.........................................12
         7.3.     Finality of Committee Determinations........................12
         7.4.     Incapacity..................................................12
         7.5.     Amendment, Suspension, and Termination......................12
         7.6.     Power to Delegate Board Authority...........................12
         7.7.     Headings....................................................12
         7.8.     Severability................................................12
         7.9.     Governing Law...............................................12
         7.10.    Complete Statement of Plan..................................12
         7.11.    Administration Matters Arising Upon a Change in Control.....13
         7.12.    Participation by Company Affiliates.........................13

Section 8         Terms Used in the Plan......................................14

         8.1.     Gender and Number...........................................14
         8.2.     Definitions.................................................14


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                          HOME BENEFICIAL CORPORATION
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                           EFFECTIVE NOVEMBER 1, 1996




SECTION 1.    ESTABLISHMENT AND PURPOSE OF THE PLAN.

         1.1. ESTABLISHMENT.  Effective November 1, 1996, the Company
established the Plan for the benefit of the Participants.

         1.2. PURPOSE. The Plan is an unfunded plan maintained primarily for the
purpose of providing  deferred  compensation  to a select group of management or
highly compensated employees.  The Plan provides supplemental  retirement income
to  Participants  in excess of their  employer-provided  benefits  under certain
other plans and  arrangements up to the maximum  benefit  specified in the Plan.
The  Plan  also  provides   supplemental   survivor's  income  to  Participants'
Beneficiaries, a death benefit, and certain limited medical benefits.

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SECTION 2.    PARTICIPATION BY ELIGIBLE EXECUTIVES.

         2.1. ELIGIBLE EXECUTIVES ON EFFECTIVE DATE.  An employee who is an
Eligible Executive on the Effective Date will become a Participant in the Plan
beginning on the Effective Date.

         2.2. ELIGIBLE EXECUTIVES AFTER EFFECTIVE DATE.  An employee who first
becomes an Eligible Executive after the Effective Date will become a Participant
in the Plan as of the date he is designated as an Eligible Executive by the
Compensation Committee in its sole discretion.

         2.3. WRITTEN PROOF OF PARTICIPATION REQUIRED. No employee will become a
Participant   in  the  Plan  unless  he  and  the  Company   execute  a  written
participation   agreement  in  the  form   attached   hereto   recognizing   his
participation  in the  Plan.  The  executed  copy of the  written  participation
agreement will constitute an agreement between the Company and the employee that
binds both of them to the terms of the Plan. The written participation agreement
will be binding  on their  heirs,  executors,  administrators,  successors,  and
assigns, both present and future. The executed copy of the written participation
agreement must be signed on the Company's behalf by an authorized officer (other
than the employee) and by the employee on his own behalf.
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SECTION 3. ACCRUED BENEFIT.

         3.1. ACCRUED BENEFIT DEFINITION.  A Participant's Accrued Benefit under
the Plan is a monthly benefit equal to one twelfth of the Applicable  Percentage
of his Final  Compensation  multiplied  by a fraction  (not to exceed one) whose
numerator is his Period of Service as an Eligible  Executive  and a  Participant
from November 1, 1996 until his Determination Date and whose denominator is ten,
payable in the applicable Normal Payment Form beginning on his Normal Retirement
Date,  and reduced in  accordance  with Section 3.4. In the event of a Change in
Control,  each  Participant  who is an Eligible  Executive as of the date of the
Change in  Control  will be deemed to have a Period of  Service  as an  Eligible
Executive and a Participant of ten years, thereby causing the fraction described
above to be equal to one.

         3.2. OTHER BENEFIT DEFINITIONS.

                  (a) A  Participant's  Applicable  Percentage is the percentage
         that is specified  by the  Compensation  Committee  with respect to the
         Participant  for  purposes  of the Plan and  that is  reflected  in the
         written participation agreement between the Company and the Participant
         executed in accordance with Section 2.3.

                  (b) The  Determination  Date with respect to a Participant  is
         the  date  he  ceases  to be  an  Eligible  Executive  for  any  reason
         (including without  limitation,  his death) or, if earlier,  the date a
         Change in Control occurs.

                  (c) A Participant's  Final  Compensation is 52 times his Final
         Week Compensation.  The Final Week Compensation of a Participant is the
         gross amount of base salary paid to him for the highest week of the 260
         weeks of service  closest to the  Determination  Date, plus the highest
         annual bonus for that period divided by 52.

                  (d) The Normal Payment Form for a Tier One Participant will be
         a Joint & Spouse Survivor  Annuity at his Benefit  Starting Date or, if
         earlier,  at his death.  If the Tier One  Participant is not married at
         his  Benefit  Starting  Date or, if earlier,  at his death,  his Normal
         Payment Form will be a Single Life Annuity. The Normal Payment Form for
         Participant  who is not a Tier One  Participant  will be a Single  Life
         Annuity.

         3.3. CESSATION OF BENEFIT ACCRUAL AFTER A CHANGE IN CONTROL.  In the
event a Change in Control occurs, all further benefit accrual under the Plan
shall cease as of the day after the date the Change in Control occurs.

         3.4. REQUIRED REDUCTIONS.  The monthly installments otherwise included
in a Participant's Accrued Benefit will be reduced as follows:

                  (a)  First,  each  monthly  installment  will be reduced by an
         amount that is the monthly Actuarial Equivalent  (converted to the form
         of benefit payable to the  Participant  under this Plan) payable at the
         Plan's Normal Retirement Date of all
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         employer-provided    benefits   accrued   through   the   Participant's
         Determination  Date which the  Participant  or, where  applicable,  his
         Beneficiary  is  receiving  under any defined  benefit plan (other than
         this  Plan)  maintained  by  the  Company  or  any  Company  Affiliate.
         Employer-provided  benefits  provided  to an  alternate  payee  under a
         qualified  domestic  relations  order  will be  treated as if they were
         provided to the Participant.  The reduction required under this Section
         3.4(a)  shall be  applied  only  based  on and only as and when  actual
         benefit payments under such other defined benefit plans are made.

                  (b)  Second,  if the  Participant  elects  to begin  receiving
         benefits  before his Normal  Retirement  Date, the monthly  installment
         resulting after the preceding reductions have been made will be further
         reduced by 5/12 of one percent for each month during which benefits are
         scheduled to be paid before his Normal Retirement Date.

                           Notwithstanding  the  foregoing,  no  such  reduction
         shall be effected if the Participant becomes Disabled while an Eligible
         Executive and is receiving a Disability Retirement Benefit.

                  (c) Third, after the preceding  reductions have been made, the
         resulting monthly installment will be further reduced by multiplying it
         by the Participant's  Vested  Percentage.  The Vested Percentage is 100
         percent in the case of a Participant whose Period of Service is five or
         more years, and the Vested  Percentage of each Participant whose Period
         of Service is less than five years is zero.

                           Notwithstanding the foregoing, a Participant's Vested
         Percentage will be 100 percent if, at or before his Determination Date,
         either he dies while an Eligible  Executive,  he becomes Disabled while
         an Eligible  Executive or he is an Eligible  Executive at the date of a
         Change in Control.

                           A Participant  whose Vested Percentage is 100 percent
         is sometimes referred to as a Vested Participant.

                  (d) Fourth,  after the  preceding  reductions  have been made,
         each monthly  installment made during a month for which the Participant
         receives benefits under a long- term disability welfare plan maintained
         by  the  Company  will  be  further   reduced  by  the  amount  of  the
         employer-provided  long-term  disability  benefit he receives  for that
         month.
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SECTION 4. BENEFITS

         4.1. NORMAL RETIREMENT  BENEFIT. A Participant who retires from service
with  the  Company  on his  Normal  Retirement  Date  is  entitled  to a  Normal
Retirement  Benefit.  Unless he elects  otherwise,  he will  receive  his Normal
Retirement Benefit in the applicable Normal Payment Form beginning on his Normal
Retirement  Date.  The  monthly  installments  made under his Normal  Retirement
Benefit will be the same as the monthly installments under his Accrued Benefit.

         4.2. LATE  RETIREMENT  BENEFIT.  A Participant who retires from service
with  the  Company  after  his  Normal  Retirement  Date is  entitled  to a Late
Retirement  Benefit.  Unless  he  elects  otherwise,  he will  receive  his Late
Retirement  Benefit in the applicable Normal Payment Form beginning on the first
day of the month after he retires from  service  with the  Company.  The monthly
installments  made  under his Late  Retirement  Benefit  will be the same as the
monthly  installments  under his  Accrued  Benefit,  beginning  with the monthly
installment for the month that includes his Late  Retirement  Date. For purposes
of  calculating  the  Final  Week  Compensation  and  Period  of  Service  of  a
Participant entitled to a Late Retirement Benefit, compensation paid and service
after the Participant's Normal Retirement Date will be taken into account.

         4.3. EARLY RETIREMENT  BENEFIT.  A Participant who retires from service
with the  Company on or after age 55 but before  his Normal  Retirement  Date is
entitled to an Early Retirement  Benefit.  Unless he elects  otherwise,  he will
receive his Early  Retirement  Benefit in the  applicable  Normal  Payment  Form
beginning on his Normal Retirement Date. The monthly installments made under his
Early Retirement Benefit will be the same as the monthly  installments under his
Accrued Benefit.  However,  he may elect to begin receiving his Early Retirement
Benefit on the first day of any month  before his  Normal  Retirement  Date (his
Early Retirement Date) and on or after the date he retires from service with the
Company, in accordance with Section 3.4(b).

         4.4.  VESTED RETIREMENT BENEFIT.

                  (a) A Participant  who is an Eligible  Executive at the date a
         Change in Control  occurs is entitled to a Vested  Retirement  Benefit.
         Unless he elects  otherwise,  he will receive his Vested  Retirement in
         the  applicable  Normal  Payment Form beginning on the first day of the
         month  following  the date the Change in Control  occurs.  The  monthly
         installments made under his Vested Retirement  Benefit will be the same
         as  the   monthly   installments   under  his  Accrued   Benefit.   The
         Participant's   Vested  Retirement  Benefit  will  not  be  reduced  in
         accordance with Section 3.4(b).

                  (b) A  Participant  who does not retire under the Plan and who
         is not otherwise  entitled to a Vested Retirement Benefit under Section
         4.4(a)  but  who has a  Vested  Percentage  of 100  percent  and  whose
         employment  with the  Company  terminates  for any  reason  other  than
         retirement or death is entitled to a Vested Retirement Benefit.  Unless
         he elects otherwise, he will receive his Vested Retirement
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         in  the  applicable   Normal  Payment  Form  beginning  on  his  Normal
         Retirement  Date.  The  monthly  installments  made  under  his  Vested
         Retirement  Benefit will be the same as the monthly  installments under
         his Accrued Benefit. However he may elect to begin receiving his Vested
         Retirement  Benefit  on the first day of any month  before  his  Normal
         Retirement  Date and on or after age 55,  in  accordance  with  Section
         3.4(b).

         4.5. DISABILITY  RETIREMENT BENEFIT. A Participant who becomes Disabled
while an Eligible Executive and before he satisfies the requirements for another
Retirement  Benefit under this Section 4 is entitled to a Disability  Retirement
Benefit while he remains Disabled.  Unless he elects otherwise,  he will receive
his  Disability  Retirement  Benefit  in  the  applicable  Normal  Payment  Form
beginning on his Disability Retirement Date. The monthly installments made under
his Disability  Retirement Benefit will be the same as the monthly  installments
under his Accrued  Benefit,  and will not be reduced in accordance  with Section
3.4(b).

         4.6. JOINT & SPOUSE SURVIVOR ANNUITY OPTION. A Participant who is not a
Tier One Participant may elect to receive his Retirement  Benefit in the form of
a Joint & Spouse Survivor Annuity rather than a Single Life Annuity. The Joint &
Spouse  Survivor  Annuity  may  begin on the first day of any month on which the
Participant is entitled to begin  receiving his  Retirement  Benefit and will be
the Actuarial  Equivalent of the Retirement Benefit that would have been payable
to him in the form of a Single Life Annuity  beginning on that day. Any election
under this Section 4.6 must be made before the  Participant's  Benefit  Starting
Date and may not be changed or revoked  after that date,  provided  however that
such an election will be automatically revoked if the Participant is not married
at his Benefit Starting Date. A Participant  shall have an election period of at
least 60 days to make his election under this Section 4.6.

         4.7.  ADDITIONAL BENEFITS.  In addition to the various forms of
retirement benefits described above, in the event of a Change in Control, the
following additional benefits will be provided to Participants who are Eligible
Executives at the date the Change in Control occurs:

                  (a) LIFE INSURANCE - In the event of a Participant's cessation
         of  employment  for any reason  other than death on or after the date a
         Change  in  Control  occurs,  the  Participant's  Beneficiary  will  be
         entitled  to  a  life  insurance   benefit  which  will  pay  upon  the
         Participant's  death the excess of (i) the following  applicable amount
         over (ii) the actual  amount of the life  insurance  death benefit paid
         (whether or not to that  Beneficiary)  with respect to the  Participant
         under the Home  Beneficial  Death and Disability Plan (or any successor
         to such plan):

                  o        100% of his total normal  compensation  (based on the
                           four most recently  completed calendar quarters prior
                           to  cessation of  employment  and defined in the same
                           manner as provided in the Home  Beneficial  Death and
                           Disability Plan for retiree death benefit purposes at
                           the date of the Change in Control) for the first full
                           year following cessation of employment,

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                  o        75% of his total normal compensation for the second
                           full year following cessation of employment, and
                  o        50% of his total normal compensation for each year
                           thereafter.

                  (b)  MEDICAL  BENEFIT - In the  event of a Change in  Control,
         each Tier One Participant who is an Eligible  Executive at the date the
         Change in  Control  occurs  and his spouse to whom he is married at the
         date of the Change in Control shall be entitled to receive until age 65
         health care  coverage for himself and his family which is comparable to
         that  provided,  and for  which  the cost to the  Participant  does not
         exceed  the cost to an active  employee,  at the date of the  Change in
         Control occurs under the Home Beneficial Medical Expense Plan.

                  (c)  GROSS-UP  BENEFIT - In the event of a Change in  Control,
         anything in the Plan to the contrary  notwithstanding,  in the event it
         shall be determined  that any benefit,  payment or  distribution by the
         Company  to or for the  benefit  of a  Participant  who is an  Eligible
         Executive at the date the Change in Control  occurs or his  Beneficiary
         (determined  without regard to any additional  payments  required under
         this Section  4.7(c) (a "Payment") is or would be subject to the excise
         tax imposed by Section  4999 of the Code or any  interest or  penalties
         are incurred by the Participant or his Beneficiary with respect to such
         excise  tax (such  excise  tax,  together  with any such  interest  and
         penalties,  are  hereinafter  collectively  referred  to as the "Excise
         Tax"),  then the  Participant or his  Beneficiary  shall be entitled to
         receive an additional payment (a "Gross-Up  Payment") in an amount such
         that after payment by the  Participant or his  Beneficiary of all taxes
         (including  any  interest or  penalties  imposed  with  respect to such
         taxes),  including,  without  limitation,  any  income  taxes  (and any
         interest and  penalties  imposed  with respect  thereto) and Excise Tax
         imposed upon the Gross-Up  Payment,  the Participant or his Beneficiary
         retains  an amount of the  Gross- Up  Payment  equal to the  Excise Tax
         imposed upon the Payments.

                           The  following  shall  apply  for  purposes  of  this
         Section 4.7(c):

                           (i) Subject to the  provisions of clause (ii) of this
                  Section 4.7(c), all  determinations  required to be made under
                  this  Section  4.7(c),  including  whether and when a Gross-Up
                  Payment is required  and the amount of such  Gross-Up  Payment
                  and  the  assumptions  to be  utilized  in  arriving  at  such
                  determination, shall be made by or such other certified public
                  accounting firm as may be designated by the Participant or his
                  Beneficiary  (the  "Accounting   Firm")  which  shall  provide
                  detailed  supporting  calculations both to the Company and the
                  Participant or his Beneficiary  within 15 business days of the
                  receipt of notice from the Participant or his Beneficiary that
                  there has been a Payment, or such earlier time as is requested
                  by the  Company.  In the  event  that the  Accounting  Firm is
                  serving as accountant or auditor for the individual, entity or
                  group effecting the Change in Control,  the Participant or his
                  Beneficiary  shall  appoint  another   nationally   recognized
                  accounting firm to make the determinations  required hereunder
                  (which accounting firm shall then
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                  be referred to as the Accounting Firm hereunder). All fees and
                  expenses of the  Accounting  Firm shall be borne solely by the
                  Company.  Any Gross-Up Payment, as determined pursuant to this
                  Section   4.7(c),   shall  be  paid  by  the  Company  to  the
                  Participant or his Beneficiary within five days of the receipt
                  of the Accounting Firm's  determination.  Any determination by
                  the Accounting  Firm shall be binding upon the Company and the
                  Participant or his Beneficiary. As a result of the uncertainty
                  in the  application of Section 4999 of the Code at the time of
                  the initial determination by the Accounting Firm hereunder, it
                  is possible  that Gross-Up  Payments  which will not have been
                  made by the Company  should  have been made  ("Underpayment"),
                  consistent   with  the   calculations   required  to  be  made
                  hereunder. In the event that the Company exhausts its remedies
                  pursuant to this  Section  4.7(c) and the  Participant  or his
                  Beneficiary  thereafter  is  required to make a payment of any
                  Excise Tax, the Accounting  Firm shall determine the amount of
                  the Underpayment  that has occurred and any such  Underpayment
                  shall be promptly paid by the Company to or for the benefit of
                  the Participant or his Beneficiary.

                           (ii) The Participant or his Beneficiary  shall notify
                  the  Company in writing of any claim by the  Internal  Revenue
                  Service that, if successful,  would require the payment by the
                  Company of the Gross-Up Payment.  Such  notification  shall be
                  given as soon as  practicable  but no later than ten  business
                  days after the  Participant or his  Beneficiary is informed in
                  writing of such  claim and shall  apprise  the  Company of the
                  nature  of such  claim  and the  date on which  such  claim is
                  requested  to be  paid  in  writing.  The  Participant  or his
                  Beneficiary  shall not pay such claim prior to the  expiration
                  of the 30-day period following the date on which it gives such
                  notice to the Company (or such  shorter  period  ending on the
                  date that any  payment of taxes with  respect to such claim is
                  due).  If  the  Company   notifies  the   Participant  or  his
                  Beneficiary  in writing prior to the expiration of such period
                  that it desires to contest such claim,  the Participant or his
                  Beneficiary shall:

                           (A)  give the Company any information reasonably
                  requested by the Company relating to such claim,

                           (B) take such action in  connection  with  contesting
                  such claim as the Company shall reasonably  request in writing
                  from time to time,  including,  without limitation,  accepting
                  legal representation with respect to such claim by an attorney
                  reasonably selected by the Company,

                           (C)  cooperate with the Company in good faith in
                  order effectively to contest such claim, and

                           (D)  permit  the  Company  to   participate   in  any
                  proceedings relating to such claim.

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                  Notwithstanding the foregoing,  the Company shall bear and pay
                  directly all costs and expenses (including additional interest
                  and  penalties)  incurred in connection  with such contest and
                  shall  indemnify and hold the  Participant or his  Beneficiary
                  harmless,  on an after-tax basis, for any Excise Tax or income
                  tax (including  interest and penalties  with respect  thereto)
                  imposed  as a result of such  representation  and  payment  of
                  costs  and  expenses.  Without  limitation  on  the  foregoing
                  provisions of this Section  4.7(c),  the Company shall control
                  all proceedings  taken in connection with such contest and, at
                  its  sole   option,   may   pursue   or  forgo   any  and  all
                  administrative appeals, proceedings,  hearings and conferences
                  with the taxing authority in respect of such claim and may, at
                  its  sole  option,   either  direct  the  Participant  or  his
                  Beneficiary  to pay the tax claimed and sue for a refund or to
                  contest  the  claim  in  any  permissible   manner,   and  the
                  Participant  or  his  Beneficiary  agrees  to  prosecute  such
                  contest to a determination before any administrative tribunal,
                  in a  court  of  initial  jurisdiction  and  in  one  or  more
                  appellate  courts,  as the  Company  shall  determine.  If the
                  Company directs the Participant or his Beneficiary to pay such
                  claim and sue for a refund,  the  Company  shall  advance  the
                  amount of such payment to the Participant or his  Beneficiary,
                  on an  interest-free  basis and shall  indemnify  and hold the
                  Participant  or  his  Beneficiary  harmless,  on an  after-tax
                  basis,  from any Excise Tax or income tax (including  interest
                  or  penalties  with respect  thereto)  imposed with respect to
                  such  advance  or with  respect  to any  imputed  income  with
                  respect  to  such  advance;  and  further  provided  that  any
                  extension of the statute of limitations relating to payment of
                  taxes  for  the  taxable  year  of  the   Participant  or  his
                  Beneficiary  with  respect to which such  contested  amount is
                  claimed to be due is limited solely to such contested  amount.
                  Furthermore,  the  Company's  control of the contest  shall be
                  limited to issues  with  respect  to which a Gross-Up  Payment
                  would  be  payable   hereunder  and  the  Participant  or  his
                  Beneficiary  shall be entitled  to settle or  contest,  as the
                  case may be, any other issue  raised by the  Internal  Revenue
                  Service or any other taxing authority.

                           (iii) If, after the receipt by the Participant or his
                  Beneficiary of an amount  advanced by the Company  pursuant to
                  this  Section  4.7(c),  the  Participant  or  his  Beneficiary
                  becomes  entitled to receive  any refund with  respect to such
                  claim,  the Participant or his  Beneficiary  shall (subject to
                  the Company's  complying with the requirements of this Section
                  4.7(c))  promptly pay to the Company the amount of such refund
                  (together  with any interest  paid or credited  thereon  after
                  taxes  applicable  thereto).  If,  after  the  receipt  by the
                  Participant or his  Beneficiary  of an amount  advanced by the
                  Company  pursuant to this Section 4.7(c),  a determination  is
                  made  that the  Participant  or his  Beneficiary  shall not be
                  entitled  to any  refund  with  respect  to such claim and the
                  Company does not notify the  Participant or his Beneficiary in
                  writing of its intent to contest  such denial of refund  prior
                  to the  expiration of 30 days after such  determination,  then
                  such advance shall be forgiven and shall not be

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                  required  to be repaid  and the amount of such  advance  shall
                  offset, to the extent thereof,  the amount of Gross-Up Payment
                  required to be paid.
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SECTION 5.  PRERETIREMENT DEATH BENEFITS.

         5.1.  PRERETIREMENT  DEATH BENEFIT. If a Vested Participant (as defined
in Section 3.4(c)) dies before his Benefit Starting Date, his surviving  spouse,
if any, is entitled to a Preretirement  Death Benefit.  The Preretirement  Death
Benefit  with  respect to a  Participant  is that  portion of the  Participant's
Accrued  Benefit  that would have been paid to the  surviving  spouse  after the
Participant's death if (i) the Participant's Retirement Benefit had begun on the
earliest  date after his death on which he could have begun  receiving  benefits
under Section 4 ("his assumed Benefit  Starting Date"),  (ii) the  Participant's
Retirement  Benefit was paid in the form of a Joint & Spouse  Survivor  Annuity,
and (iii) the  Participant  died on the day after his assumed  Benefit  Starting
Date.

                  If  a   Preretirement   Death   Benefit   is  payable  to  the
Participant's  surviving spouse,  that spouse shall  automatically be considered
the Participant's Beneficiary with respect to such benefit under the Plan.

         5.2. PAYMENT TO  BENEFICIARIES.  The  Preretirement  Death Benefit with
respect to a Participant will be paid to the Participant's  surviving spouse, if
any, in the form of a Single Life Annuity for the Beneficiary's  life commencing
on the earliest date after the Participant's  death on which he could have begun
receiving benefits under Section 4.

                                                                             77
<PAGE>


SECTION 6. NATURE OF PARTICIPANT'S INTEREST IN PLAN.

         6.1. NO RIGHT TO ASSETS.  Participation in the Plan does not create, in
favor of any  Participant  or  Beneficiary,  any right or lien in or against any
asset of the Company.  Nothing  contained in the Plan, and no action taken under
its provisions,  will create or be construed to create a trust of any kind, or a
fiduciary  relationship,  between  the Company  and a  Participant  or any other
person.  The Company's  promise to pay benefits under the Plan will at all times
remain unfunded as to each Participant and  Beneficiary,  whose rights under the
Plan are limited to those of a general and unsecured creditor of the Company.

         6.2. NO RIGHT TO TRANSFER  INTEREST.  Rights to benefits  payable under
the Plan are not  subject  in any  manner  to  anticipation,  alienation,  sale,
transfer,  assignment,  pledge,  or  encumbrance.  However,  the  Administrative
Committee  may permit a  Participant  or  Beneficiary  to enter into a revocable
arrangement  to pay all or part of his  benefits  under the Plan to a  revocable
grantor trust (a so-called  "living  trust").  In addition,  the  Administrative
Committee  may  recognize  the right of an  alternate  payee named in a domestic
relations  order to receive all or part of a  Participant's  benefits  under the
Plan,  but  only if (a) the  domestic  relations  order  would  be a  "qualified
domestic  relations  order" within the meaning of section 414(p) of the Code (if
section 414(p) applied to the Plan),  (b) the domestic  relations order does not
attempt to give the alternate  payee any right to any asset of the Company,  (c)
the domestic  relations  order does not attempt to give the alternate  payee any
right to  receive  payments  under the Plan at a time or in an  amount  that the
Participant  could  not  receive  under  the  Plan,  and (d) the  amount  of the
Participant's  benefits  under the Plan are reduced to reflect any payments made
or due the alternate payee.

         6.3. NO  EMPLOYMENT  RIGHTS.  No  provisions  of the Plan and no action
taken by the Company, the Board of Directors, the Compensation Committee, or the
Administrative  Committee  will give any person any right to be  retained in the
employment of the Company, and the Company  specifically  reserves the right and
power to dismiss or discharge any participant with or without cause, maintaining
the "at-will employment status of all employees".

         6.4.  WITHHOLDING AND TAX  LIABILITIES.  The amount of any withholdings
required to be made by any government or government agency will be deducted from
benefits   paid  under  the  Plan  to  the  extent   deemed   necessary  by  the
Administrative  Committee.  In addition,  the Participant or Beneficiary (as the
case may be) will bear the cost of any taxes not  withheld on benefits  provided
under the Plan, regardless of whether withholding is required.

                                                                           78
<PAGE>


SECTION 7.  ADMINISTRATION, INTERPRETATION, AND MODIFICATION OF PLAN.

         7.1. PLAN ADMINISTRATOR.  The Administrative Committee will administer
the Plan and is the plan administrator of the Plan.

         7.2.  POWERS  OF  COMMITTEE.  The  Administrative   Committee's  powers
include,  but are not limited to, the power to adopt rules  consistent  with the
Plan; the power to decide all questions  relating to the  interpretation  of the
terms and provisions of the Plan;  and the power to resolve all other  questions
arising  under  the Plan  (including,  without  limitation,  the power to remedy
possible  ambiguities,  inconsistencies,  or  omissions  by a  general  rule  or
particular decision).  The Administrative  Committee has discretionary authority
to exercise each of the foregoing powers.

         7.3.  FINALITY  OF  COMMITTEE  DETERMINATIONS.  Determinations  by  the
Administrative  Committee and any  interpretation,  rule, or decision adopted by
the Administrative  Committee under the Plan or in carrying out or administering
the Plan will be final and  binding  for all  purposes  and upon all  interested
persons, their heirs, and their personal representatives.

         7.4.  INCAPACITY.   If  the  Administrative   Committee,  in  its  sole
discretion,  determines  that any person  entitled to benefits under the Plan is
unable to care for his affairs  because of illness or accident,  any payment due
(unless  a duly  qualified  guardian  or  other  legal  representative  has been
appointed)  may be paid for the benefit of such  person to his  spouse,  parent,
brother,  sister, or other party deemed by the Administrative  Committee to have
incurred expenses for such person.

         7.5. AMENDMENT, SUSPENSION, AND TERMINATION.  The Board of Directors
has the right by written resolution to amend, suspend, or terminate the Plan at
any time. However, no amendment, suspension, or termination will apply to an
employee who already is a Participant in the Plan without the Participant's
express written consent.

         7.6. POWER TO DELEGATE BOARD AUTHORITY.  The Board of Directors may, in
its sole discretion, delegate to any person or persons all or part of its
authority and responsibility under the Plan, including, without limitation, the
authority to amend the Plan.

         7.7. HEADINGS.  The headings used in this document are for convenience
of reference only and may not be given any weight in interpreting any provision
of the Plan.

         7.8. SEVERABILITY.  If any provision of the Plan is held illegal or
invalid for any reason, the illegality or invalidity of that provision will not
affect the remaining provisions of the Plan, and the Plan will be construed and
enforced as if the illegal or invalid provision had never been included in the
Plan.

         7.9. GOVERNING LAW.  The Plan will be construed, administered, bind
regulated in accordance with the laws of the Commonwealth of Virginia, except to
the extent that those

                                                                           79
<PAGE>


laws are preempted by federal law.

         7.10.  COMPLETE  STATEMENT  OF PLAN.  This  Plan  contains  a  complete
statement of its terms. The Plan may be amended, suspended or terminated only in
writing and then only as provided in Section 7.5. A  Participant's  right to any
benefit  of a type  provided  under  the  Plan  will  be  determined  solely  in
accordance  with the terms of the Plan. No other  evidence,  whether  written or
oral,  will be taken into account in  interpreting  the  provisions of the Plan.
Notwithstanding  the preceding  provisions of this Section 7.10, for purposes of
determining benefits with respect to a Participant,  this Plan will be deemed to
include (a) the provisions of the written  participation  agreement  executed in
accordance  with  Section  2.3,  and (b) the  provisions  of any  other  written
agreement  between  the  Company  and the  Participant  to the extent such other
agreement  explicitly provides for the incorporation of some or all of its terms
into this Plan.

         7.11.  ADMINISTRATIVE  MATTERS ARISING FROM A CHANGE IN CONTROL. In the
event of a Change in Control as defined in Section 8.2, the Company will, within
90 days,  place the amount necessary to pay future benefits into a grantor trust
(the  Trust)  to be used  for  benefit  payments,  but  subject  to the  general
creditors of the Company as provided therein.

                  The trustee of the Trust is expressly  authorized,  though not
required,  to  purchase  annuities  for payment of the  benefits  within 60 days
following  the  establishment  of the  Trust,  such  Trust to begin  payment  of
benefits as soon as possible, commensurate with this agreement.

                  Nothing in this  Section  7.11 shall be construed to authorize
or delay benefit payments due under the Plan.

         7.12.  PARTICIPATION BY COMPANY  AFFILIATES.  Any Company Affiliate may
adopt this Plan for the benefit of one or more of its employees who are Eligible
Executives with the consent of its Board of Directors and the Company's Board of
Directors.  Such adoption shall be reflected in an adoption  agreement or in the
Plan.  Each Company  Affiliate  adopting the Plan shall be jointly and severally
liable with the Company  and other  adopting  Company  Affiliates  for  benefits
accrued under the Plan  participating in the Plan. As of the Effective Date, the
only Company  Affiliate  adopting  the Plan is Home  Beneficial  Life  Insurance
Company.

                                                                           80
<PAGE>


SECTION 8. TERMS USED IN THE PLAN.

         8.1. GENDER AND NUMBER.  Words used in the masculine gender in the Plan
are intended to include the feminine and neuter genders, where appropriate.
Words used in the singular form in the Plan are intended to include the plural
form, where appropriate, and vice versa.

         8.2. DEFINITIONS.  When used in capitalized form in the Plan, the
following words and phrases have the following meanings, unless the context
clearly indicates that a different meaning is intended:

                  "ACCRUED BENEFIT" means the benefit described in Section 3.

                  "ACTUARIAL  EQUIVALENT"  means  the  following:  an  amount or
         benefit  is  the  "Actuarial   Equivalent"   of,  or  is   "Actuarially
         Equivalent"  to, another  amount or benefit as of a specified  date, if
         the  Actuarial  Present  Value as of the  specified  date of the  first
         amount  or  benefit  equals  the  Actuarial  Present  Value  as of  the
         specified date of the second amount or benefit,  when calculated  using
         the same actuarial assumptions.

                  Actuarial  Equivalence under Section 3.4 will be determined as
         of the  Participant's  Benefit Starting Date, and the resulting benefit
         will be expressed in the  applicable  Normal  Payment Form beginning on
         the Participant's Normal Retirement Date.

                  Actuarial  Equivalence under Section 4.6 will be determined as
         of the  Participant's  Benefit Starting Date, and the resulting benefit
         will be  expressed  in the  form of a Joint & Spouse  Survivor  Annuity
         beginning on the Participant's Benefit Starting Date.

                  Actuarial  Equivalence  under the  definition  of "Single Life
         Annuity" in this Section 8.2 will be determined as of the Beneficiary's
         Benefit  Starting Date, and the resulting  benefit will be expressed in
         the  form of a  Single  Life  Annuity  beginning  on the  Beneficiary's
         Benefit Starting Date.

                  To determine the actuarial equivalent of a benefit in the form
         of a Joint & Spouse Survivor Annuity,  the factors in Table II-C of the
         Home Beneficial  Retirement Plan for benefits earned after December 3l,
         1988  shall be used.  For this  purpose,  the  "Normal  Retirement  Age
         Payment  Date" in such Table shall be applied  based on the  Retirement
         Plan's  definition  and not based on this Plan's  definition  of Normal
         Retirement  Date and shall also be  determined  without the 5/12 of one
         percent early payment reduction built into the Table.

                  "ACTUARIAL  PRESENT  VALUE"  means the value as of a specified
         date of an amount  or a series of  amounts  due  before or  thereafter,
         where each amount is multiplied by the  probability  that the condition
         or conditions on which payment of the
                                                                           81

<PAGE>


         amount  is  contingent  will be  satisfied,  and where  each  amount so
         multiplied  is then  increased  (if due before) or  discounted  (if due
         thereafter)  according  to assumed rate of interest to reflect the time
         value of money.  Unless the Plan  specifies  otherwise,  the  mortality
         table and interest rate used to calculate  the Actuarial  Present Value
         of an  amount  or series of  amounts  will be the  mortality  table and
         interest rate in effect under section  417(e)(3)(A)(ii)  of the Code in
         effect in the month before the beginning of the plan year, during which
         such computation is being made.

                  "ADMINISTRATIVE COMMITTEE" means the Board of Directors or any
         other person or committee appointed by the Board of Directors. However,
         following a Change in  Control,  "Administrative  Committee"  means the
         trustee under the Trust  maintained  by the Company in connection  with
         the Plan  unless the Board of  Directors  as such Board is  constituted
         prior to such Change in Control provides otherwise.

                  "APPLICABLE PERCENTAGE" has the meaning assigned to that term
         in Section 3.2(a).

                  "ASSOCIATE" has the meaning assigned to that term for purposes
         of Rule 12b-2 of the General Rules and Regulations under the Securities
         Exchange Act.

                  "BENEFICIAL OWNER" means the following: a Person is deemed to
         be the "Beneficial Owner" of, to "Beneficially Own," and to have
         "Beneficial Ownership" of, any securities:

                  (1)  which such Person or any of such Person's Securities Law
         Affiliates or Associates beneficially owns, directly or indirectly;

                  (2) which such Person or any of such Person's  Securities  Law
         Affiliates  or  Associates  has (A) the right or  obligation to acquire
         (whether  such  right  or  obligation  is   exercisable   or  effective
         immediately  or  only  after  the  passage  of  time)  pursuant  to any
         agreement, arrangement, or understanding (whether or not in writing) or
         upon the  exercise  of  conversion  rights,  exchange  rights,  rights,
         warrants or options, or otherwise;  provided that a Person shall not be
         deemed the "Beneficial Owner" of; or to "Beneficially  Own," or to have
         "Beneficial  Ownership" of, securities tendered pursuant to a tender or
         exchange  offer made by such Person or any of such Person's  Securities
         Law  Affiliates  or  Associates  until  such  tendered  securities  are
         accepted for purchase or exchange; or (B) the right to vote pursuant to
         any  agreement,  arrangement,  or  understanding  (whether  or  not  in
         writing);  provided  that a Person shall not be deemed the  "Beneficial
         Owner" of; or to "Beneficially Own," or to have "Beneficial  Ownership"
         of; any security under this clause (B) if the  agreement,  arrangement,
         or   understanding  to  vote  such  security  (i)  arises  solely  form
         irrevocable  proxy  given  in  response  to a public  proxy or  consent
         solicitation  made pursuant to, and in accordance  with, the applicable
         rules and  regulations of the Securities  Exchange Act, and (ii) is not
         also then reported by such Person on Schedule 13D under the  Securities
         Exchange Act (or any comparable or successor report); or

                                                                            82
<PAGE>


                  (3) which are beneficially owned,  directly or in directly, by
         any other Person (or any Securities Law Affiliate or Associate thereof)
         with  which  such  Person  or  any  of  such  Person's  Securities  Law
         Affiliates   or  Associates   has  any   agreement,   arrangement,   or
         understanding  (whether or not in writing) or with which such Person or
         any of such Person's  Securities Law Affiliates have otherwise formed a
         group for the purpose of acquiring, holding, voting (except pursuant to
         a revocable  proxy as  described  in clause  (B)(i) of  paragraph  (2),
         above), or disposing of any securities of the Company.

                  "BENEFICIARY" means, except as otherwise expressly provided in
         Section 5 for purposes of the Preretirement  Death Benefit,  the person
         designated in writing by a Participant  to receive  benefits  under the
         Plan after the  Participant's  death. If a Participant  dies and he has
         failed to designate a Beneficiary or his designated  Beneficiary  fails
         to  survive  him,  his  Beneficiary  will be the  person  to whom he is
         married at the time of his death, or if he is not married at that time,
         his Beneficiary  will be the executor of his will or the  administrator
         of his estate. A Participant may revoke in writing a prior  designation
         of a Beneficiary at any time prior to receipt of benefits.

                  "BENEFIT  STARTING DATE" means the date on which a Participant
         or Beneficiary is scheduled to begin receiving benefits under the Plan.

                  "BOARD OF DIRECTORS" means the Board of Directors of the
         Company.

                  "CHANGE IN CONTROL"  means the first to occur of the following
         events (however if the 1984 Voting Trust, due to continue until May 11,
         1997 is not renewed, such nonrenewal will not be considered a Change in
         Control):

                  (1) an  acquisition  (other than directly from the Company) of
         securities of the Company by any Person,  immediately  after which such
         Person,  together with all  Securities Law Affiliates and Associates of
         such Person,  becomes the Beneficial Owner of securities of the Company
         representing 50 percent or more of the Voting Power,  provided that, in
         determining  whether a Change in Control has occurred,  the acquisition
         of  securities  of the Company in a  Non-Control  Acquisition  will not
         constitute an acquisition that would cause a Change in Control; or

                  (2) four or more  directors,  whose election or nomination for
         election is not approved by a majority of the members of the  Incumbent
         Board then  serving as members of the Board of  Directors,  are elected
         within any single  12-month  period to serve on the Board of Directors;
         provided that an individual  whose  election or nomination for election
         is  approved  as a result of either  an actual or  threatened  Election
         Contest or Proxy Contest, including by reason of any agreement intended
         to avoid or settle  any  Election  Contest  or Proxy  Contest,  will be
         deemed not to have been approved by a majority of the  Incumbent  Board
         for purposes of this definition; or
                                                                             83

<PAGE>

                  (3) members of the Incumbent Board cease for any reason to
         constitute at least a majority of the Board of Directors; or

                  (4) consummation of:

                  (A) a merger, consolidation, or reorganization involving the
Company, unless

                           (i)  the  shareholders  of the  Company,  immediately
                  before the  merger,  consolidation,  or  reorganization,  own,
                  directly or  indirectly  immediately  following  such  merger,
                  consolidation,  or reorganization,  at least 75 percent of the
                  combined voting power of the outstanding  voting securities of
                  the corporation resulting from such merger, consolidation,  or
                  reorganization  in substantially  the same proportion as their
                  ownership  of the voting  securities  immediately  before such
                  merger, consolidation, or reorganization;

                           (ii)  individuals  who were members of the  Incumbent
                  Board  immediately  prior to the  execution  of the  agreement
                  providing for such merger,  consolidation,  or  reorganization
                  constitute  at least a majority of the board of  directors  of
                  the Surviving Corporation; and

                           (iii) no Person  (other  than (1) the  Company or any
                  Subsidiary  thereof,  (2) any  employee  benefit  plan (or any
                  trust forming a part thereof)  maintained by the Company,  any
                  Subsidiary thereof, or the Surviving  Corporation,  or (3) any
                  Person who,  immediately prior to such merger,  consolidation,
                  or  reorganization,  had  Beneficial  Ownership of  securities
                  representing  25  percent  or more of the  Voting  Power)  has
                  Beneficial Ownership of securities  representing 25 percent or
                  more  of  the   combined   voting   power  of  the   Surviving
                  Corporation's then outstanding voting securities;

                  (B) a complete liquidation or dissolution of the Company; or

                  (C) the sale or other  disposition of all or substantially all
of the  assets  of the  Company  to  any  Person  (other  than a  transfer  to a
Subsidiary of the Company).

                  "CODE"  means the Internal  Revenue  Code of 1986,  as amended
         from time to time.

                  "COMPANY" means Home Beneficial Corporation, any successor to
         Home Beneficial Corporation.  Employment with the Company includes
         employment with any Company Affiliate.

                  "COMPANY  AFFILIATE"  means any corporation,  partnership,  or
         other organization,  partnership,  or other organization required to be
         aggregated with the Company under section 414(b) and (c) of the Code.

                                                                             84
<PAGE>


                  "COMPENSATION  COMMITTEE" means the Compensation  Committee of
         the Board of Directors or if there is no such  committee,  the Board of
         Directors.

                  "DETERMINATION  DATE" with respect to a Participant  means the
         applicable  date as of which his benefit is  determined as described in
         Section 3.2(b).

                  "DISABILITY RETIREMENT BENEFIT" means the benefit described in
         Section 4.5.

                  "DISABLED" means entitled to receive disability benefits under
         a long-term  disability plan or disability  retirement benefits under a
         defined benefit plan (other than this Plan) maintained by the Company.

                  "EARLY RETIREMENT BENEFIT" means the benefit described in
         Section 4.3.

                  "EARLY RETIREMENT DATE" shall be that last day of the calendar
         month  coinciding  with or next following the date of early  retirement
         from the Company.  A Participant who has attained the age of fifty-five
         years or more and has  completed  a Period of  Service of at least five
         years as determined for vesting purposes under Section 3.4(c).

                  "EFFECTIVE DATE" means November 1, 1996.

                  "ELECTION CONTEST" means an election contest described in Rule
         14a-II promulgated under the Securities Exchange Act.

                  "ELIGIBLE  EXECUTIVE"  means a common law  employee  who is an
         officer of the Company or a Company  Affiliate or who holds another key
         position with the Company or a Company  Affiliate  and, in either case,
         who is designated as an "Eligible  Executive" for purposes of this Plan
         by the Compensation Committee in its sole discretion.  Unless otherwise
         expressly provided in a Participant's written  participation  agreement
         referred to in Section 2.3, any such  designation may be terminated for
         prospective  periods,  but  not  retroactively,   by  the  Compensation
         Committee  in its  sole  discretion,  and any  such  designation  shall
         automatically  terminate  when the  person  ceases  to be a common  law
         employee of the Company and all Company  Affiliates,  in which case the
         employee will cease to be an "Eligible Employee" prospectively from the
         effective date of such termination.  Notwithstanding the foregoing,  no
         termination  of such a  designation  may be  made  by the  Compensation
         Committee  (whether by termination of the employee's  employment or his
         actual   designation   as  an  Eligible   Executive  or  otherwise)  in
         anticipation of a Change in Control.

                  "FINAL WEEK COMPENSATION" has the meaning assigned to that
         term in Section 3.2(c).
                                                                             85

<PAGE>


                  "INCUMBENT  BOARD" means  individuals  who, as of the close of
         business on the Effective  Date, are members of the Board of Directors;
         provided  that,  if the  election,  or  nomination  for election by the
         Company's  shareholders,  of any new director was approved by a vote of
         at least 75 percent of the Incumbent  Board,  such new director  shall,
         for purposes of the Plan,  be  considered  as a member of the Incumbent
         Board; provided further that no individual shall be considered a member
         of the Incumbent Board if such individual initially assumed office as a
         result of either an actual  or  threatened  Election  Contest  or other
         actual  or  threatened  Proxy  Contest,  including  by  reason  of  any
         agreement  intended  to avoid or settle any  election  Contest or Proxy
         contest.

                  JOINT & SPOUSE  SURVIVOR  ANNUITY" means an annuity payable in
         equal  monthly  installments  to the  Participant,  beginning  with the
         calendar  month in which his  Benefit  Starting  Date occurs and ending
         with the  calendar  month in which  he dies,  and  thereafter  in equal
         monthly  installments  of the same amount to his  surviving  spouse (if
         any), beginning with the calendar month following the calendar month in
         which he dies and ending with the calendar month in which his surviving
         spouse dies.

                  "LATE RETIREMENT BENEFIT" means the benefit described in
         Section 4.2.

                  "LATE  RETIREMENT  DATE"  means  the  first  day of the  month
         following  the month in which a  Participant  retires from service with
         the Company,  if he retires  from  service  with the Company  after his
         Normal Retirement Date.

                  "NON-CONTROL  ACQUISITION"  means  an  acquisition  by  (1) an
         employee benefit plan (or a trust forming a part thereof) maintained by
         (a) the Company or (b) any of its Subsidiaries,  (2) the Company or any
         of its Subsidiaries, or (3) any Person in connection with a Non-Control
         Transaction.

                  "NON-CONTROL TRANSACTION" means any transaction described in
         clauses (4)(A)(i) through (iii) of the definition of "Change in
         Control."

                  "NORMAL PAYMENT FORM" with respect to a Participant  means the
         applicable  form of payment  described for the  Participant  in Section
         3.2(d).

                  "NORMAL RETIREMENT BENEFIT" means the benefit described in
         Section 4.1.

                  "NORMAL  RETIREMENT  DATE"  means  the  first day of the month
         following  the month in which a  Participant  reaches age 65,  unless a
         Change in Control  occurs,  in which case Normal  Retirement Date means
         the first day of the month  following  the month in which the Change in
         Control occurs for each Participant who is an Eligible Executive at the
         date the Change in Control  occurs.  In the case of a  Participant  who
         dies before reaching his Normal Retirement Date, Normal Retirement Date
         means the day on which the  Participant  would have  reached his Normal
         Retirement Date had he

                                                                              86
<PAGE>

         not died.

                  "PARTICIPANT"  means a member of a select group of  management
         or highly  compensated  employees of the Company or a Company Affiliate
         who has become a participant in the Plan under Section 2.

                  Certain  Participants  are designated as Tier One Participants
         in their written  participation  agreements referred to in Section 2.3.
         All  Participants  who are not so designated  as Tier One  Participants
         shall be considered Tier Two Participants.

                  Once an Eligible Executive becomes a Participant,  he shall be
         a  Participant  for so long  as he is an  Eligible  Executive  or he is
         entitled to future benefits under the terms of the Plan.

                  "PERIOD OF  SERVICE"  with  respect to an  employee  means the
         period  he is a common  law  employee  of the  company  or any  company
         Affiliate,  based on whole months of employment  and expressed in years
         and months  (expressed  as 1/12th of a year each),  whether or not such
         employment  is  continuous.  Separate  periods of  employment  shall be
         aggregated,  with 30 days  being  considered  a  month  in the  case of
         aggregated separate partial months of employment.

                  "PERSON" means any individual, firm, corporation, partnership,
         joint venture, association, trust, or other entity.

                  "PLAN"  means  the Home  Beneficial  Corporation  Supplemental
         Executive Retirement Plan as set forth in this document.

                  "PRERETIREMENT DEATH BENEFIT" means the benefit described in
         Section 5.1.

                  "PROXY CONTEST" means a solicitation of proxies or consents by
         or on behalf of a Person other than the Board of Directors.

                  "RETIREMENT BENEFIT" means a Normal Retirement Benefit, a Late
         Retirement Benefit, an Early Retirement Benefit, a Vested Retirement
         Benefit, or a Disability Retirement Benefit.

                  "SECTION"  means  a  section  of this  Plan.  For  example,  a
         reference  to Section 2 includes a reference  to  Sections  2.1 through
         2.3,  while a reference  to Section  2.1 is intended as a reference  to
         Section 2.1 only.

                  "SECURITIES EXCHANGE ACT" means the Securities Exchange Act of
         1934, amended and in effect from time to time.

                  "SECURITIES EXCHANGE AFFILIATE" means an "affiliate" as
         defined for purposes
                                                                             87

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         of Rule 12b-2 of the General Rules and Regulations under the Securities
         Exchange Act.

                  "SINGLE LIFE ANNUITY"  generally  means an annuity  payable in
         equal  monthly  installments  to the  Participant,  beginning  with the
         calendar month in which the Participant's  Benefit Starting Date occurs
         and ending with the calendar month in which the Participant dies.

                  The Single  Life  Annuity  payable to a  Beneficiary  means an
         annuity  payable  in equal  monthly  installments  to the  Beneficiary,
         beginning  with the calendar month in which the  Beneficiary's  Benefit
         Starting  Date occurs and ending with the  calendar  month in which the
         Beneficiary dies.

                  "SUBSIDIARY"  of any  Person  means any  corporation  or other
         entity of which at least 80 percent (or such lesser  percentage  as the
         Administrative  Committee  may  determine)  of the voting  power of the
         voting equity securities or voting interest therein is owned,  directly
         or indirectly, by such Person.

                  "SURVIVING  CORPORATION" means a corporation  resulting from a
         merger,   consolidation,   or  reorganization  described  in  paragraph
         (4)(A)(i) of the definition of "Change in Control."

                  "TRUST" means the grantor  trust  referred to in Section 7.11,
         which trust is maintained under that certain document known as the Home
         Beneficial   Corporation   Supplemental   Executive   Retirement  Trust
         Agreement.

                  "VESTED PARTICIPANT" means a Participant described as such in
         Section 3.4(c).

                  "VESTED RETIREMENT BENEFIT" means the benefit described in
         Section 4.4.

                  "VOTING POWER" means the voting power of all securities of the
         Company then outstanding generally entitled to vote for the election of
         directors of the Company.


        WITNESS, THE FOLLOWING SIGNATURES THIS    DAY OF DECEMBER, 1996:

                          HOME BENEFICIAL CORPORATION


ATTEST:                                         BY:
       ----------------------------------           ---------------------------
        JAMES M. WILTSHIRE, JR.                          R. W. WILTSHIRE

                                                                             88
<PAGE>



        TITLE:  SECRETARY                                TITLE:  CHAIRMAN


                                                         HOME BENEFICIAL
                                                         LIFE INSURANCE COMPANY


ATTEST:                                         BY:
       ----------------------------------           ---------------------------
        JAMES M. WILTSHIRE, JR.                          R. W. WILTSHIRE

        TITLE:  SECRETARY                                TITLE:  CHAIRMAN



                                                                              89

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