EXHIBIT 10 (IV)





                  HOME BENEFICIAL SUPPLEMENTAL RETIREMENT PLAN

                      (AS ADOPTED EFFECTIVE JULY 1, 1996)

                                                                            45


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                               TABLE OF CONTENTS



                                                                           PAGE

                                   ARTICLE I
                              DEFINITION OF TERMS

1.1        ACT                                                                1
1.2        ADMINISTRATOR                                                      1
1.3        AFFILIATE                                                          1
1.4        BENEFICIARY                                                        1
1.5        BOARD                                                              1
1.6        CODE                                                               2
1.7        EFFECTIVE DATE                                                     2
1.8        ELIGIBLE EMPLOYEE                                                  2
1.9        EMPLOYEE                                                           2
1.10       EMPLOYER                                                           2
1.11       EXCESS RETIREMENT BENEFIT                                          2
1.12       EXCESS RETIREMENT DEATH BENEFIT                                    2
1.13       EXCESS THRIFT BENEFIT                                              2
1.14       EXCESS THRIFT DEATH BENEFIT                                        2
1.15       PARTICIPANT                                                        2
1.16       PLAN                                                               2
1.17       PLAN SPONSOR                                                       2
1.18       PLAN YEAR                                                          3
1.19       THRIFT PLAN                                                        3
1.20       RABBI TRUST                                                        3
1.21       RETIREMENT PLAN                                                    3
1.22       SUPPLEMENTAL RETIREMENT DEATH BENEFIT                              3
1.23       SUPPLEMENTAL RETIREMENT BENEFIT                                    3

                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION

2.1        ELIGIBILITY AND DATE OF PARTICIPATION                              3
2.2        LENGTH OF PARTICIPATION                                            3

                                  ARTICLE III
                        EXCESS AND SUPPLEMENTAL BENEFITS

3.1        EXCESS RETIREMENT BENEFIT                                          3
3.2        EXCESS THRIFT BENEFIT                                              4
3.3        SUPPLEMENTAL RETIREMENT BENEFIT                                    5


                                   ARTICLE IV
                     EXCESS AND SUPPLEMENTAL DEATH BENEFITS

4.1        DEATH AFTER BENEFIT COMMENCEMENT                                   5
4.2        DEATH BEFORE BENEFIT COMMENCEMENT                                  5
4.3        EXCESS RETIREMENT DEATH BENEFIT                                    5
4.4        EXCESS THRIFT DEATH BENEFIT                                        6
4.5        SUPPLEMENTAL RETIREMENT DEATH BENEFIT                              6


                                    - I -                                    46


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                                   ARTICLE V
                                    VESTING

5.1        VESTING GENERALLY                                                  6
5.2        FORFEITURE OF BENEFITS                                             6
5.3        NO RESTORATION OF FORFEITED BENEFITS                               6
5.4        DETERMINATION OF BENEFITS AFTER FORFEITURE FOLLOWED BY
                RE-EMPLOYMENT                                                 7


                                   ARTICLE VI
                              PAYMENT OF BENEFITS

6.1        TIME AND MANNER FOR PAYMENT OF BENEFITS                            7
6.2        DISCRETIONARY CASH-OUT BY LUMP SUM PAYMENT                         7
6.3        BENEFIT DETERMINATION AND PAYMENT PROCEDURE                        8
6.4        PAYMENTS TO MINORS AND INCOMPETENTS                                8
6.5        DISTRIBUTION OF BENEFIT WHEN DISTRIBUTEE CANNOT BE LOCATED         8
6.6        CLAIMS PROCEDURE                                                   8


                                  ARTICLE VII
                                    FUNDING

7.1        FUNDING                                                            9
7.2        USE OF RABBI TRUST PERMITTED                                      10


                                  ARTICLE VIII
                                  FIDUCIARIES

8.1        FIDUCIARIES AND DUTIES AND RESPONSIBILITIES                       10
8.2        LIMITATION OF DUTIES AND RESPONSIBILITIES OF FIDUCIARIES          10
8.3        SERVICE BY FIDUCIARIES IN MORE THAN ONE CAPACITY                  10
8.4        ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES BY
              FIDUCIARIES                                                    10
8.5        ASSISTANCE AND CONSULTATION                                       10
8.6        COMPENSATION AND EXPENSES                                         10
8.7        INDEMNIFICATION                                                   11


                                   ARTICLE IX
                               PLAN ADMINISTRATOR

9.1        APPOINTMENT OF PLAN ADMINISTRATOR                                 11
9.2        PLAN SPONSOR AS PLAN ADMINISTRATOR                                11
9.3        PROCEDURE IF A COMMITTEE                                          11
9.4        ACTION BY MAJORITY VOTE IF A COMMITTEE                            11
9.5        APPOINTMENT OF SUCCESSORS                                         11
9.6        DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR                 11
9.7        POWER AND AUTHORITY                                               12
9.8        AVAILABILITY OF RECORDS                                           12
9.9        NO ACTION WITH RESPECT TO OWN BENEFIT                             12


                                   ARTICLE X
                      AMENDMENT OR TERMINATION OF THE PLAN

10.1       AMENDMENT OR TERMINATION OF THE PLAN                              12



                                      - II -                                 47

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                                   ARTICLE XI
             PARTICIPATION BY EMPLOYERS OTHER THAN THE PLAN SPONSOR

11.1       ADOPTION BY ADDITIONAL EMPLOYERS                                  12
11.2       TERMINATION EVENTS WITH RESPECT TO EMPLOYERS OTHER THAN THE
               PLAN SPONSOR                                                  13
11.3       EFFECT OF EMPLOYER MERGER, CONSOLIDATION OR LIQUIDATION           13


                                  ARTICLE XII
                                 MISCELLANEOUS

12.1       NON-ASSIGNABILITY                                                 13
12.2       RIGHT TO REQUIRE INFORMATION AND RELIANCE THEREON                 14
12.3       NOTICES AND ELECTIONS                                             14
12.4       DELEGATION OF AUTHORITY                                           14
12.5       SERVICE OF PROCESS                                                14
12.6       GOVERNING LAW                                                     14
12.7       BINDING EFFECT                                                    14
12.8       SEVERABILITY                                                      14
12.9       NO EFFECT ON EMPLOYMENT AGREEMENT                                 14
12.10      GENDER AND NUMBER                                                 14
12.11      TITLES AND CAPTIONS                                               14
12.12      CONSTRUCTION                                                      14
12.13      INCOME AND EMPLOYMENT TAXES                                       15


APPENDIX A - LIST OF PARTICIPATING EMPLOYERS
APPENDIX B - LIST OF EXCESS BENEFIT PARTICIPANTS
APPENDIX C - LISTING AND DESCRIPTION OF SUPPLEMENTAL RETIREMENT AND DEATH
                 BENEFITS AND SUPPLEMENTAL BENEFIT PARTICIPANTS



                                   - III -                                  48


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    THIS SUPPLEMENTAL  RETIREMENT PLAN (HEREINAFTER THE "PLAN") IS ADOPTED AS OF
THE 1ST DAY OF JULY, 1996 BY HOME BENEFICIAL CORPORATION, A VIRGINIA CORPORATION
(SOMETIMES  REFERRED  TO AS  THE  "PLAN  SPONSOR"),  AND  HOME  BENEFICIAL  LIFE
INSURANCE COMPANY, A VIRGINIA CORPORATION  (HEREINAFTER  COLLECTIVELY CALLED THE
"EMPLOYER");


                                  WITNESSETH:

    WHEREAS,  EACH  EMPLOYER  DESIRES TO RETAIN  THE  SERVICES  OF  CERTAIN  TOP
MANAGEMENT  EMPLOYEES  AND  DEEMS  IT  APPROPRIATE  TO  PROVIDE  FOR  ADDITIONAL
RETIREMENT  INCOME  FOR  SUCH  EMPLOYEES  PURSUANT  TO THE  TERMS OF THE PLAN IN
CONSIDERATION  OF THEIR  SERVICES AND AS AN INCENTIVE TO REMAIN IN THE EMPLOY OF
THE EMPLOYER;

    NOW, THEREFORE, WITNESSETH:


                                   ARTICLE I
                              DEFINITION OF TERMS

    THE  FOLLOWING  WORDS AND TERMS AS USED IN THIS PLAN SHALL HAVE THE  MEANING
SET FORTH BELOW, UNLESS A DIFFERENT MEANING IS CLEARLY REQUIRED BY THE CONTEXT:

    1.1 "ACT": THE EMPLOYEE  RETIREMENT INCOME SECURITY ACT OF 1974, AS THE SAME
MAY BE  AMENDED  FROM  TIME  TO  TIME,  OR  THE  CORRESPONDING  SECTIONS  OF ANY
SUBSEQUENT  LEGISLATION  WHICH REPLACES IT, AND, TO THE EXTENT NOT  INCONSISTENT
THEREWITH, THE REGULATIONS ISSUED THEREUNDER.

    1.2 "ADMINISTRATOR":  THE PLAN ADMINISTRATOR PROVIDED FOR IN ARTICLE IX
HEREOF.

    1.3  "AFFILIATE":  THE  PLAN  SPONSOR  AND  EACH OF THE  FOLLOWING  BUSINESS
ENTITIES OR OTHER  ORGANIZATIONS  (WHETHER OR NOT INCORPORATED) WHICH DURING THE
RELEVANT  PERIOD IS TREATED  (BUT ONLY FOR THE  PORTION OF THE PERIOD SO TREATED
AND FOR THE PURPOSE AND TO THE EXTENT  REQUIRED TO BE SO TREATED)  TOGETHER WITH
THE EMPLOYER AS A SINGLE EMPLOYER PURSUANT TO THE FOLLOWING SECTIONS OF THE CODE
(AS MODIFIED WHERE APPLICABLE BY SECTION 415(H) OF THE CODE):

               (I) ANY CORPORATION WHICH IS A MEMBER OF A CONTROLLED GROUP OF
    CORPORATIONS (AS DEFINED IN SECTION 414(B) OF THE CODE) WHICH INCLUDES THE
    EMPLOYER, AND

              (II) ANY TRADE OR BUSINESS (WHETHER OR NOT INCORPORATED)  WHICH IS
    UNDER  COMMON  CONTROL (AS  DEFINED IN SECTION  414(C) OF THE CODE) WITH THE
    EMPLOYER.

    1.4  "BENEFICIARY":  FOR PURPOSES OF:

               (I) THE EXCESS  RETIREMENT  DEATH  BENEFIT AND THE EXCESS  THRIFT
    DEATH BENEFIT,  THE PERSON OR PERSONS ENTITLED UNDER THE RETIREMENT PLAN AND
    THRIFT PLAN, RESPECTIVELY,  TO RECEIVE ANY BENEFITS PAYABLE THEREUNDER AFTER
    THE PARTICIPANT'S DEATH.

              (II)  THE  SUPPLEMENTAL  DEATH  BENEFIT,  THE  PERSON  OR  PERSONS
    ENTITLED  PURSUANT TO APPENDIX C TO THE PLAN TO RECEIVE ANY BENEFITS PAYABLE
    THEREUNDER AFTER THE PARTICIPANT'S DEATH.

    1.5 "BOARD":  THE PRESENT AND ANY SUCCEEDING  BOARD OF DIRECTORS OF THE PLAN
SPONSOR,  UNLESS SUCH TERM IS USED WITH RESPECT TO A PARTICULAR EMPLOYER AND ITS
EMPLOYEES,  IN WHICH EVENT IT SHALL MEAN THE PRESENT AND ANY SUCCEEDING BOARD OF
DIRECTORS OF THAT EMPLOYER.

    1.6 "CODE":  THE INTERNAL  REVENUE CODE OF 1986,  AS THE SAME MAY BE AMENDED
FROM TIME TO TIME,  OR THE  CORRESPONDING  SECTION  OF ANY  SUBSEQUENT  INTERNAL
REVENUE CODE, AND, TO THE EXTENT NOT INCONSISTENT THEREWITH,  REGULATIONS ISSUED
THEREUNDER.

    1.7 "EFFECTIVE DATE":  JULY 1, 1996.

    1.8 "ELIGIBLE EMPLOYEE":  AN EMPLOYEE (OR FORMER EMPLOYEE) WHO IS (OR WAS) A
PARTICIPANT IN EITHER THE  RETIREMENT  PLAN OR THE THRIFT PLAN, OR BOTH, AND WHO
IS  DESIGNATED  BY EITHER THE CHIEF  EXECUTIVE  OFFICER OR THE BOARD OF THE PLAN
SPONSOR AS A PARTICIPANT  IN THE CASE OF EXCESS BENEFIT  PARTICIPANTS  OR WHO IS
DESIGNATED BY THE BOARD OF THE PLAN SPONSOR AS A PARTICIPANT IN THE CASE

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OF SUPPLEMENTAL BENEFIT PARTICIPANTS.

    1.9  "EMPLOYEE":  AN INDIVIDUAL WHO IS EMPLOYED IN THE SERVICE OF THE
EMPLOYER AS A COMMON LAW EMPLOYEE.

    1.10 "EMPLOYER":

    1.10(A)  HOME  BENEFICIAL  CORPORATION,   A  VIRGINIA  CORPORATION  (OR  ANY
SUCCESSOR   THERETO);   HOME  BENEFICIAL  LIFE  INSURANCE  COMPANY,  A  VIRGINIA
CORPORATION;  AND ANY ADDITIONAL  AFFILIATE EXECUTING OR ADOPTING THIS PLAN AS A
PARTICIPATING  EMPLOYER. A LISTING OF THE EMPLOYERS PARTICIPATING IN THE PLAN IS
ATTACHED HERETO AS APPENDIX A AND SHALL BE UPDATED BY THE  ADMINISTRATOR AT EACH
COMMENCEMENT OR TERMINATION OF PARTICIPATION BY AN EMPLOYER.

    1.10(B) EMPLOYMENT WITH AN AFFILIATE SHALL BE CONSIDERED EMPLOYMENT WITH THE
EMPLOYER FOR ALL PURPOSES OF THE PLAN OTHER THAN DETERMINING ELIGIBLE EMPLOYEES.

    1.11 "EXCESS RETIREMENT BENEFIT":  THE EXCESS RETIREMENT BENEFIT DUE A
PARTICIPANT UNDER THE PLAN, AS DETERMINED PURSUANT TO ARTICLE III HEREOF.

    1.12 "EXCESS RETIREMENT DEATH BENEFIT":  THE EXCESS RETIREMENT DEATH BENEFIT
DUE THE BENEFICIARY OF A PARTICIPANT UNDER THE PLAN, AS DETERMINED PURSUANT TO
ARTICLE IV HEREOF.

    1.13 "EXCESS THRIFT BENEFIT":  THE EXCESS THRIFT BENEFIT DUE A PARTICIPANT
UNDER THE PLAN, AS DETERMINED PURSUANT TO ARTICLE III HEREOF.

    1.14 "EXCESS THRIFT DEATH BENEFIT":  THE EXCESS THRIFT DEATH BENEFIT DUE THE
BENEFICIARY OF A PARTICIPANT UNDER THE PLAN, AS DETERMINED PURSUANT TO ARTICLE
IV HEREOF.

    1.15  "PARTICIPANT":  AN ELIGIBLE  EMPLOYEE  QUALIFIED TO PARTICIPATE IN THE
PLAN, FOR SO LONG AS HE IS CONSIDERED A  PARTICIPANT,  AS PROVIDED IN ARTICLE II
HEREOF.  A  PARTICIPANT  MAY BE DESIGNATED  AS AN "EXCESS  BENEFIT  PARTICIPANT"
(INCLUDING AN "EXCESS RETIREMENT BENEFIT  PARTICIPANT"  AND/OR AN "EXCESS THRIFT
BENEFIT PARTICIPANT") AND/OR A "SUPPLEMENTAL BENEFIT PARTICIPANT". FOR PURPOSES
HEREOF:

               (I) AN "EXCESS RETIREMENT  BENEFIT  PARTICIPANT" IS A PARTICIPANT
    WHO IS  DESIGNATED  AS SUCH AND WHO IS OR MAY BECOME  ENTITLED  TO AN EXCESS
    RETIREMENT BENEFIT.

              (II) AN "EXCESS THRIFT BENEFIT  PARTICIPANT"  IS A PARTICIPANT WHO
    IS DESIGNATED AS SUCH AND WHO IS OR MAY BECOME  ENTITLED TO AN EXCESS THRIFT
    BENEFIT.

             (III) A "SUPPLEMENTAL  BENEFIT PARTICIPANT" IS A PARTICIPANT WHO IS
    DESIGNATED  AS SUCH  AND WHO IS OR MAY  BECOME  ENTITLED  TO A  SUPPLEMENTAL
    RETIREMENT BENEFIT.

    1.16 "PLAN":  THIS DOCUMENT AS CONTAINED HEREIN OR DULY AMENDED.  THE PLAN
MAINTAINED PURSUANT HERETO SHALL BE KNOWN AS THE "HOME BENEFICIAL SUPPLEMENTAL
RETIREMENT PLAN".

    1.17 "PLAN SPONSOR":  HOME BENEFICIAL CORPORATION, A VIRGINIA CORPORATION
(OR ANY SUCCESSOR THERETO).

    1.18 "PLAN YEAR":  THE CALENDAR YEAR.

    1.19 "THRIFT PLAN": THE HOME BENEFICIAL THRIFT PLAN, AS AMENDED FROM TIME TO
TIME, WHICH PLAN IS A DEFINED  CONTRIBUTION  PLAN MAINTAINED BY THE PLAN SPONSOR
AND QUALIFIED UNDER SECTION 401 OF THE CODE.

    1.20  "RABBI TRUST":  A TRUST FUND DESCRIBED IN PARAGRAPH 7.2 IF ESTABLISHED
AND MAINTAINED FOR THE PLAN.

    1.21 "RETIREMENT PLAN": THE HOME BENEFICIAL RETIREMENT PLAN, AS AMENDED FROM
TIME TO TIME,  WHICH PLAN IS A DEFINED  BENEFIT  PENSION PLAN  MAINTAINED BY THE
PLAN SPONSOR AND QUALIFIED UNDER SECTION 401 OF THE CODE.

    1.22 "SUPPLEMENTAL DEATH BENEFIT":  THE SUPPLEMENTAL RETIREMENT DEATH
BENEFIT DUE THE BENEFICIARY OF A PARTICIPANT UNDER THE PLAN, AS DETERMINED
PURSUANT TO ARTICLE IV HEREOF.

    1.23 "SUPPLEMENTAL RETIREMENT BENEFIT":  THE SUPPLEMENTAL RETIREMENT BENEFIT
DUE A PARTICIPANT UNDER THE PLAN, AS DETERMINED PURSUANT TO ARTICLE III HEREOF.

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                                   ARTICLE II
                         ELIGIBILITY AND PARTICIPATION

    2.1  ELIGIBILITY AND DATE OF PARTICIPATION.

    2.1(A) EACH ELIGIBLE  EMPLOYEE SHALL BE A PARTICIPANT IN THE PLAN COMMENCING
WITH THE LATER OF THE EFFECTIVE  DATE OF THE PLAN OR THE DATE HE FIRST  BECOMES,
OR AGAIN BECOMES, AN ELIGIBLE EMPLOYEE.

    2.1(B) A LISTING OF THE EMPLOYEES WHO ARE EXCESS BENEFIT PARTICIPANTS IN THE
PLAN, AND STATUS AS EXCESS RETIREMENT BENEFIT  PARTICIPANTS AND/OR EXCESS THRIFT
BENEFIT  PARTICIPANTS,  IS ATTACHED HERETO AS APPENDIX B AND SHALL BE UPDATED BY
THE  ADMINISTRATOR  AT EACH  COMMENCEMENT  OR TERMINATION OF STATUS AS AN EXCESS
BENEFIT  PARTICIPANT.  A LISTING  OR  IDENTIFICATION  OF THE  EMPLOYEES  WHO ARE
SUPPLEMENTAL  BENEFIT  PARTICIPANTS IN THE PLAN IS ATTACHED HERETO AS APPENDIX C
AND SHALL BE UPDATED BY THE ADMINISTRATOR AT EACH COMMENCEMENT OR TERMINATION OF
STATUS AS A SUPPLEMENTAL BENEFIT PARTICIPANT.

    2.2  LENGTH  OF   PARTICIPATION.   EACH  ELIGIBLE  EMPLOYEE  WHO  BECOMES  A
PARTICIPANT  SHALL BE OR REMAIN A  PARTICIPANT  FOR SO LONG AS HE IS AN ELIGIBLE
EMPLOYEE OR HE IS ENTITLED TO FUTURE BENEFITS UNDER THE TERMS OF THE PLAN.


                                  ARTICLE III
                        EXCESS AND SUPPLEMENTAL BENEFITS

    3.1 EXCESS RETIREMENT BENEFIT.

    3.1(A) SUBJECT TO THE TERMS AND  CONDITIONS SET FORTH HEREIN,  A PARTICIPANT
WHO IS AN EXCESS RETIREMENT  BENEFIT  PARTICIPANT SHALL BE ENTITLED TO AN EXCESS
RETIREMENT  BENEFIT,  GENERALLY  EXPRESSED AS A BENEFIT  PAYABLE MONTHLY FOR THE
LIFE OF THE  PARTICIPANT  AND COMMENCING AT THE APPLICABLE  TIME PROVIDED IN THE
RETIREMENT PLAN, EQUAL TO THE EXCESS, IF ANY, OF:

               (I) THE AMOUNT OF THE  PARTICIPANT'S  ACCRUED  BENEFIT  UNDER THE
    RETIREMENT  PLAN  (REFERRED  TO IN  THE  RETIREMENT  PLAN  AS  HIS  "ACCRUED
    BENEFIT"),  CALCULATED AS PROVIDED IN THE RETIREMENT PLAN BUT WITHOUT REGARD
    TO THE FOLLOWING:

                                (A) THE LIMITATIONS ON CONTRIBUTIONS AND
                BENEFITS IMPOSED BY SECTION 415 OF THE CODE, AND

                       (B) THE  LIMITATION  ON  COMPENSATION  IMPOSED BY SECTION
                401(A)(17) OF THE CODE  (REFERRED TO IN THE  RETIREMENT  PLAN AS
                THE  "COMPENSATION  LIMIT"),  PROVIDED,   HOWEVER,  THAT  UNLESS
                OTHERWISE  EXPRESSLY  PROVIDED  WITH  RESPECT  TO A  PARTICIPANT
                ACCRUALS   HEREUNDER   FOR   COMPENSATION   IN   EXCESS  OF  THE
                COMPENSATION  LIMIT SHALL ONLY BE APPLICABLE  FOR EACH PLAN YEAR
                AN ELIGIBLE EMPLOYEE IS AN EXCESS RETIREMENT BENEFIT PARTICIPANT
                AND SHALL ALSO BE  APPLICABLE  RETROACTIVELY  TO JANUARY 1, 1995
                FOR EACH  ELIGIBLE  EMPLOYEE  WHO  BECOMES AN EXCESS  RETIREMENT
                BENEFIT PARTICIPANT IN 1996, OVER

              (II) THE ACTUAL AMOUNT OF THE PARTICIPANT'S ACCRUED BENEFIT UNDER
              THE RETIREMENT PLAN.

TO THE EXTENT THAT THE PARTICIPANT'S  ACCRUED  BENEFIT  PAYABLE  UNDER  THE
RETIREMENT  PLAN IS INCREASED AT ANY TIME DUE TO  INCREASES  IN  LIMITATIONS  ON
CONTRIBUTIONS AND BENEFITS IMPOSED BY SECTION 415 OF THE CODE OR TO INCREASES IN
THE  LIMITATION  ON  COMPENSATION  IMPOSED  BY SECTION  401(A)(17)  OF THE CODE,
WHETHER BY STATUTE, REGULATIONS,  ACTION OF THE SECRETARY OF THE TREASURY OR HIS
DELEGATE OR OTHERWISE,  THE  PARTICIPANT'S  EXCESS  RETIREMENT  BENEFIT SHALL BE
REDUCED CORRESPONDINGLY.

    3.1(B)  IF A  PARTICIPANT  CEASES TO BE AN  ELIGIBLE  EMPLOYEE,  HIS  EXCESS
RETIREMENT  BENEFIT AND EXCESS  RETIREMENT  DEATH BENEFIT SHALL NOT BE INCREASED
THEREAFTER EXCEPT UPON HIS AGAIN BECOMING AN ELIGIBLE EMPLOYEE.

    3.2 EXCESS THRIFT BENEFIT.

    3.2(A) SUBJECT TO THE TERMS AND  CONDITIONS SET FORTH HEREIN,  A PARTICIPANT
WHO IS AN EXCESS  THRIFT  BENEFIT  PARTICIPANT  SHALL BE  ENTITLED  TO AN EXCESS
THRIFT BENEFIT EQUAL TO THE BALANCE IN HIS EXCESS THRIFT ACCOUNT. THE BALANCE IN
HIS EXCESS THRIFT ACCOUNT SHALL CONSIST OF HIS ANNUAL EXCESS THRIFT  ALLOCATIONS
DETERMINED PURSUANT TO SUBPARAGRAPH 3.2(B),  SUBTRACTIONS DETERMINED PURSUANT TO
SUBPARAGRAPH  3.2(D) AND DEEMED EARNINGS OR LOSS THEREON DETERMINED  PURSUANT TO
SUBPARAGRAPH 3.2(E).

    3.2(B) FOR EACH PLAN YEAR AN ELIGIBLE  EMPLOYEE IS AN EXCESS THRIFT  BENEFIT
PARTICIPANT AND  RETROACTIVELY TO JANUARY 1, 1995 FOR EACH ELIGIBLE EMPLOYEE WHO
BECOMES AN EXCESS THRIFT BENEFIT PARTICIPANT IN 1996, THERE SHALL BE CREDITED TO
HIS  EXCESS  THRIFT  ACCOUNT  AN  AMOUNT  (REFERRED  TO AS  THE  "EXCESS  THRIFT
ALLOCATION") EQUAL TO THE MATCHING CONTRIBUTIONS (REFERRED TO IN THE THRIFT PLAN

                                                                            51
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AS  "COMPANY  THRIFT  CONTRIBUTIONS"),  BASED ON HIS ACTUAL  EMPLOYEE  AFTER-TAX
CONTRIBUTIONS UNDER THE THRIFT PLAN (REFERRED TO IN THE THRIFT PLAN AS "EMPLOYEE
THRIFT  CONTRIBUTIONS"),  WHICH  WOULD  HAVE BEEN  ALLOCATED  TO, OR WOULD  HAVE
REMAINED  ALLOCATED TO, HIS ACCOUNT UNDER THE THRIFT PLAN FOR SUCH PLAN YEAR BUT
FOR THE LIMITATION ON  CONTRIBUTIONS  AND BENEFITS IMPOSED BY SECTION 415 OF THE
CODE AND THE  LIMITATION ON  COMPENSATION  IMPOSED BY SECTION  401(A)(17) OF THE
CODE (REFERRED TO IN THE THRIFT PLAN AS THE "COMPENSATION LIMIT"). SUCH AMOUNTS
SHALL BE CREDITED AS OF THE END OF THE PLAN YEAR.

    3.2(C) IF A PARTICIPANT CEASES TO BE AN ELIGIBLE EMPLOYEE, HIS EXCESS THRIFT
DEATH  BENEFIT AND EXCESS  THRIFT  BENEFIT  SHALL NOT BE  INCREASED  THEREAFTER,
EXCEPT FOR  INTEREST (OR OTHER DEEMED  EARNINGS)  CREDITED TO HIS EXCESS  THRIFT
BENEFIT OR EXCEPT UPON HIS AGAIN BECOMING AN ELIGIBLE EMPLOYEE.

    3.2(D) THE FOLLOWING AMOUNTS SHALL BE SUBTRACTED FROM A PARTICIPANT'S EXCESS
THRIFT ACCOUNT:

               (I) ALL FORFEITURES FROM THE ACCOUNT, WHICH SHALL BE
               SUBTRACTED WHEN THEY OCCUR.

              (II) ALL DISTRIBUTIONS FROM THE ACCOUNT, WHICH SHALL BE SUBTRACTED
              WHEN MADE.

    3.2(E) AT THE END OF EACH  CALENDAR  QUARTER OF A PLAN YEAR,  THERE SHALL BE
CREDITED TO EACH  PARTICIPANT'S  EXCESS  THRIFT  ACCOUNT AN AMOUNT  REPRESENTING
DEEMED  EARNINGS OR LOSS ON THE BALANCE OF SUCH  ACCOUNT AS OF THE  BEGINNING OF
SUCH CALENDAR  QUARTER REDUCED BY DISTRIBUTIONS OR FORFEITURES FROM SUCH ACCOUNT
DURING SUCH CALENDAR  QUARTER.  SUCH  EARNINGS OR LOSS SHALL BE  DETERMINED  AND
CREDITED  ON THE SAME  BASIS THAT  EARNINGS  OR LOSS ARE  CREDITED  FOR THE SAME
PERIOD UNDER THE THRIFT PLAN.

    3.2(F)  WHEN  AN  ERROR  OR  OMISSION  IS  DISCOVERED  IN THE  ACCOUNT  OF A
PARTICIPANT,  THE  ADMINISTRATOR  SHALL BE  AUTHORIZED  TO MAKE  SUCH  EQUITABLE
ADJUSTMENT AS IT DEEMS APPROPRIATE.

    3.2(G)  NOTWITHSTANDING  ANYTHING  HEREIN TO THE CONTRARY,  A  PARTICIPANT'S
EXCESS THRIFT  ACCOUNT IS INTENDED  ONLY TO BE A BOOK ACCOUNT  MAINTAINED BY THE
EMPLOYER FOR ADMINISTRATIVE PURPOSES HEREUNDER.

    3.2(H)  WITHIN A REASONABLE  TIME AFTER THE END OF EACH PLAN YEAR AND AT THE
DATE A  PARTICIPANT'S  EXCESS  THRIFT  BENEFIT OR EXCESS  THRIFT  DEATH  BENEFIT
BECOMES  PAYABLE  UNDER  THE  PLAN,  THE  ADMINISTRATOR  SHALL  PROVIDE  TO EACH
PARTICIPANT (OR, IF DECEASED,  TO HIS BENEFICIARY) A STATEMENT OF THE BALANCE AS
OF SUCH DATE IN HIS EXCESS THRIFT ACCOUNT.

    3.3 SUPPLEMENTAL RETIREMENT BENEFIT.  THE SUPPLEMENTAL RETIREMENT BENEFIT
UNDER THE PLAN OF A PARTICIPANT WHO IS A SUPPLEMENTAL BENEFIT PARTICIPANT
CONSISTS OF THAT DEATH BENEFIT, IF ANY, PROVIDED FOR THE PARTICIPANT IN APPENDIX
C TO THE PLAN.

                                   ARTICLE IV
                     EXCESS AND SUPPLEMENTAL DEATH BENEFITS

    4.1 DEATH AFTER BENEFIT COMMENCEMENT. IF A PARTICIPANT DIES AFTER HIS EXCESS
RETIREMENT  BENEFIT,  HIS EXCESS THRIFT BENEFIT OR HIS  SUPPLEMENTAL  RETIREMENT
BENEFIT  COMMENCES TO BE PAID,  THE ONLY BENEFITS  PAYABLE UNDER THE PLAN TO HIS
BENEFICIARY  AFTER HIS DEATH SHALL BE THOSE, IF ANY,  PROVIDED UNDER THE FORM OF
PAYMENT OF SUCH BENEFIT BEING MADE TO HIM AT HIS DEATH.  THE  PROVISIONS OF THIS
PARAGRAPH SHALL APPLY SEPARATELY TO EACH SUCH BENEFIT.

    4.2 DEATH BEFORE  BENEFIT  COMMENCEMENT.  IF A  PARTICIPANT  DIES BEFORE HIS
EXCESS  RETIREMENT  BENEFIT,  HIS  EXCESS  THRIFT  BENEFIT  OR HIS  SUPPLEMENTAL
RETIREMENT BENEFIT COMMENCES TO BE PAID, THE ONLY BENEFIT PAYABLE UNDER THE PLAN
WITH RESPECT TO HIM SHALL BE THE EXCESS RETIREMENT DEATH BENEFIT,  EXCESS THRIFT
DEATH BENEFIT OR SUPPLEMENTAL  DEATH BENEFIT,  IF ANY,  PROVIDED IN THIS ARTICLE
IV.  THE  PROVISIONS  OF THIS  PARAGRAPH  SHALL  APPLY  SEPARATELY  TO EACH SUCH
BENEFIT.

    4.3 EXCESS RETIREMENT DEATH BENEFIT. SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH HEREIN, IF AN EXCESS RETIREMENT BENEFIT PARTICIPANT DIES BEFORE HIS EXCESS
RETIREMENT  BENEFIT  COMMENCES TO BE PAID AND IF HIS  BENEFICIARY IS ENTITLED TO
RECEIVE A PRE-  RETIREMENT  SPOUSE'S  DEATH  BENEFIT UNDER THE  RETIREMENT  PLAN
(REFERRED  TO IN THE  RETIREMENT  PLAN  AS THE  "PRE-RETIREMENT  SPOUSE'S  DEATH
BENEFIT"), SUCH BENEFICIARY SHALL BE ENTITLED TO RECEIVE AS AN EXCESS RETIREMENT
DEATH BENEFIT UNDER THE PLAN AN AMOUNT EQUAL TO THE EXCESS OF:

               (I) THE  AMOUNT OF SUCH  PRE-RETIREMENT  SPOUSE'S  DEATH  BENEFIT
    UNDER THE RETIREMENT PLAN, CALCULATED AS PROVIDED IN THE RETIREMENT PLAN BUT
    WITHOUT REGARD TO THE FOLLOWING:

                       (A) THE LIMITATIONS ON CONTRIBUTIONS AND BENEFITS IMPOSED
                BY SECTION 415 OF THE CODE, AND

                       (B) THE LIMITATION ON COMPENSATION IMPOSED BY SECTION
                401(A)(17) OF THE CODE (REFERRED TO IN THE RETIREMENT PLAN AS
                THE "COMPENSATION LIMIT"), OVER

                         (II) THE ACTUAL AMOUNT OF SUCH PRE-RETIREMENT SPOUSE'S
                     DEATH BENEFIT UNDER THE RETIREMENT PLAN.

                                                                            52
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TO THE EXTENT  THAT THE  PARTICIPANT'S  ACCRUED  BENEFIT  OR HIS  PRE-RETIREMENT
SPOUSE'S  DEATH BENEFIT  PAYABLE UNDER THE  RETIREMENT  PLAN IS INCREASED AT ANY
TIME DUE TO INCREASES IN THE LIMITATIONS ON  CONTRIBUTIONS  AND BENEFITS IMPOSED
BY SECTION 415 OF THE CODE OR TO INCREASES  IN THE  LIMITATION  ON  COMPENSATION
IMPOSED BY SECTION  401(A)(17)  OF THE CODE,  WHETHER BY  STATUTE,  REGULATIONS,
ACTION  BY  THE  SECRETARY  OF  TREASURY  OR  HIS  DELEGATE  OR  OTHERWISE,  THE
PARTICIPANT'S EXCESS RETIREMENT DEATH BENEFIT SHALL BE REDUCED CORRESPONDINGLY.

    4.4 EXCESS THRIFT DEATH  BENEFIT.  SUBJECT TO THE TERMS AND  CONDITIONS  SET
FORTH HEREIN,  IF AN EXCESS THRIFT  BENEFIT  PARTICIPANT  DIES BEFORE HIS EXCESS
THRIFT  BENEFIT  COMMENCES  TO BE PAID,  HIS  BENEFICIARY  SHALL BE  ENTITLED TO
RECEIVE AN EXCESS THRIFT DEATH BENEFIT EQUAL TO THE VESTED BALANCE IN HIS EXCESS
THRIFT ACCOUNT.

    4.5 SUPPLEMENTAL  DEATH BENEFIT.  THE  SUPPLEMENTAL  DEATH BENEFIT UNDER THE
PLAN WITH RESPECT TO A SUPPLEMENTAL  BENEFIT PARTICIPANT  CONSISTS OF THAT DEATH
BENEFIT, IF ANY, PROVIDED FOR THE PARTICIPANT IN APPENDIX C TO THE PLAN.


                                   ARTICLE V
                                    VESTING

    5.1 VESTING GENERALLY.

    5.1(A) A PARTICIPANT'S  EXCESS RETIREMENT BENEFIT OR EXCESS RETIREMENT DEATH
BENEFIT, AS THE CASE MAY BE, SHALL BE VESTED TO THE EXTENT AND DETERMINED IN THE
MANNER THAT HE HAS A VESTED AND  NON-FORFEITABLE  RIGHT TO HIS  EMPLOYER-DERIVED
ACCRUED BENEFIT UNDER THE RETIREMENT PLAN.

    5.1(B) A PARTICIPANT'S EXCESS THRIFT BENEFIT OR EXCESS THRIFT DEATH BENEFIT,
AS THE CASE MAY BE, AT ANY TIME SHALL BE VESTED TO THE EXTENT AND  DETERMINED IN
THE   MANNER   THAT  HE  HAS  A  VESTED   AND   NON-FORFEITABLE   RIGHT  TO  HIS
EMPLOYER-DERIVED  COMPANY  THRIFT  ACCOUNT UNDER THE THRIFT PLAN (REFERRED TO IN
THE THRIFT PLAN AS THE COMPANY THRIFT ACCOUNT") AT SUCH TIME.

    5.1(C) A PARTICIPANT'S SUPPLEMENTAL RETIREMENT BENEFIT OR SUPPLEMENTAL DEATH
BENEFIT, AS THE CASE MAY BE, SHALL BE VESTED TO THE EXTENT AND DETERMINED IN THE
MANNER PROVIDED IN APPENDIX C TO THE PLAN.

    5.2  FORFEITURE OF BENEFITS.

    5.2(A) NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF, THE NON-VESTED PORTION
OF THE EXCESS  RETIREMENT  BENEFIT OF A  PARTICIPANT  AND THE EXCESS  RETIREMENT
DEATH BENEFIT WITH RESPECT TO A PARTICIPANT SHALL BE FORFEITED UPON:

               (I) THE  PARTICIPANT'S  VOLUNTARY OR  INVOLUNTARY  TERMINATION OF
    EMPLOYMENT   WITH  THE   EMPLOYER   FOR  REASONS   OTHER  THAN  DEATH  UNDER
    CIRCUMSTANCES  WHICH  DO  NOT  CONSTITUTE  RETIREMENT  FOR  PURPOSES  OF THE
    RETIREMENT PLAN; OR

              (II) AT THE PARTICIPANT'S DEATH, BUT HIS VESTING SHALL INCLUDE ANY
    ADDITIONAL  VESTING  PROVIDED  UNDER  THE  RETIREMENT  PLAN BY REASON OF HIS
    DEATH.

    5.2(B) NOTWITHSTANDING ANY CONTRARY PROVISION HEREOF, THE NON-VESTED PORTION
OF A  PARTICIPANT'S  EXCESS  THRIFT  BENEFIT AND THE EXCESS THRIFT DEATH BENEFIT
WITH RESPECT TO A PARTICIPANT SHALL BE FORFEITED UPON:

               (I) THE  PARTICIPANT'S  VOLUNTARY OR  INVOLUNTARY  TERMINATION OF
    EMPLOYMENT   WITH  THE   EMPLOYER   FOR  REASONS   OTHER  THAN  DEATH  UNDER
    CIRCUMSTANCES WHICH DO NOT CONSTITUTE  RETIREMENT FOR PURPOSES OF THE THRIFT
    PLAN; OR

              (II) THE  PARTICIPANT'S  DEATH,  BUT HIS VESTING SHALL INCLUDE ANY
    ADDITIONAL VESTING PROVIDED UNDER THE THRIFT PLAN BY REASON OF HIS DEATH.

    5.3(C) A PARTICIPANT'S SUPPLEMENTAL RETIREMENT BENEFIT OR SUPPLEMENTAL DEATH
BENEFIT,  AS THE CASE MAY BE,  SHALL BE  FORFEITED AT THE TIME AND IN THE MANNER
PROVIDED IN APPENDIX C TO THE PLAN.

    5.3 NO RESTORATION OF FORFEITED BENEFITS.  THERE SHALL BE NO RESTORATION OF
        FORFEITED BENEFITS.

    5.4 DETERMINATION OF BENEFITS AFTER FORFEITURE FOLLOWED BY RE-EMPLOYMENT.

    5.4(A) IF A PARTICIPANT INCURS A FORFEITURE AND SUBSEQUENTLY IS AN ELIGIBLE
           EMPLOYEE AND A PARTICIPANT:

               (I) HIS EXCESS RETIREMENT BENEFIT AND EXCESS RETIREMENT DEATH
               BENEFIT SHALL BE DETERMINED AS THOUGH THE

                                                                           53
<PAGE>

    RETIREMENT  PLAN  PROVIDED  FOR  ACCRUAL OF BENEFITS  WITHOUT  REGARD TO HIS
    SERVICE CREDITED AND COMPENSATION  EARNED PRIOR TO SUCH FORFEITURE,  AND ANY
    ADDITIONAL  EXCESS  RETIREMENT  BENEFIT AND EXCESS  RETIREMENT DEATH BENEFIT
    EARNED  AFTER HIS  RE-EMPLOYMENT  SHALL BE REDUCED BY THE  ACTUARIAL  VALUE,
    DETERMINED  ON THE BASIS OF THE  APPLICABLE  ACTUARIAL  EQUIVALENT  OR VALUE
    FACTORS UNDER THE RETIREMENT PLAN, OF HIS VESTED EXCESS  RETIREMENT  BENEFIT
    AND EXCESS  RETIREMENT  DEATH  BENEFIT,  RESPECTIVELY,  EARNED PRIOR TO SUCH
    RE-EMPLOYMENT.

              (II) A NEW EXCESS  THRIFT  ACCOUNT SHALL BE  ESTABLISHED  FOR SUCH
    PARTICIPANT  TO REFLECT HIS  SUBSEQUENT  PARTICIPATION  IN THE PLAN, AND THE
    PARTICIPANT'S  VESTED EXCESS THRIFT  ACCOUNT AT ANY TIME SHALL EQUAL THE SUM
    OF HIS PRIOR VESTED EXCESS  THRIFT  ACCOUNT AND HIS NEW VESTED EXCESS THRIFT
    ACCOUNT AT SUCH TIME.

    5.4(B) IF A PARTICIPANT  INCURS A FORFEITURE AND SUBSEQUENTLY IS AN ELIGIBLE
EMPLOYEE AND A SUPPLEMENTAL  BENEFIT  PARTICIPANT,  UNLESS OTHERWISE PROVIDED IN
APPENDIX C TO THE PLAN, HIS  SUPPLEMENTAL  RETIREMENT  BENEFIT AND  SUPPLEMENTAL
DEATH  BENEFIT SHALL BE DETERMINED  WITHOUT  REGARD TO HIS SERVICE  CREDITED AND
COMPENSATION EARNED PRIOR TO SUCH FORFEITURE.


                                   ARTICLE VI
                              PAYMENT OF BENEFITS

    6.1  TIME AND MANNER FOR PAYMENT OF BENEFITS.

    6.1(A) A  PARTICIPANT'S  VESTED  EXCESS  RETIREMENT  BENEFIT,  OR THE VESTED
EXCESS RETIREMENT DEATH BENEFIT WITH RESPECT TO A PARTICIPANT,  SHALL BE PAYABLE
COMMENCING AT THE TIME THAT THE PARTICIPANT'S  ACCRUED BENEFIT OR PRE-RETIREMENT
SPOUSE'S DEATH BENEFIT, RESPECTIVELY,  COMMENCES TO BE PAID UNDER THE RETIREMENT
PLAN, AS APPLICABLE WITH RESPECT TO THE BENEFIT PAYMENT HEREUNDER.  SUCH BENEFIT
SHALL BE PAYABLE TO THE  PARTICIPANT  OR, WHERE  APPLICABLE,  THE  PARTICIPANT'S
BENEFICIARY  IN THE SAME  MANNER,  AT THE SAME TIME,  FOR THE SAME  DURATION AND
SUBJECT  TO ALL  THE  SAME  OTHER  OPTIONS,  CONDITIONS,  PRIVILEGES,  ACTUARIAL
EQUIVALENT OR VALUE FACTORS, RESTRICTIONS, BENEFIT SUSPENSIONS AND OTHER PAYMENT
PROVISIONS AS ARE  APPLICABLE TO THE BENEFIT  PAYABLE TO THE  PARTICIPANT OR HIS
BENEFICIARY UNDER THE RETIREMENT PLAN, AS APPLICABLE WITH RESPECT TO THE BENEFIT
PAYMENT HEREUNDER.

    6.1(B) A PARTICIPANT'S  VESTED EXCESS THRIFT  BENEFIT,  OR THE VESTED EXCESS
THRIFT DEATH BENEFIT WITH RESPECT TO A PARTICIPANT, AS THE CASE MAY BE, SHALL BE
PAYABLE COMMENCING AT THE TIME THAT THE PARTICIPANT'S  ACCRUED BENEFIT COMMENCES
TO BE PAID UNDER THE THRIFT  PLAN,  AS  APPLICABLE  WITH  RESPECT TO THE BENEFIT
PAYMENT  HEREUNDER.  SUCH BENEFIT SHALL BE PAYABLE TO THE  PARTICIPANT OR, WHERE
APPLICABLE,  THE PARTICIPANT'S BENEFICIARY IN THE SAME MANNER, AT THE SAME TIME,
FOR THE SAME  DURATION  AND SUBJECT TO ALL THE SAME OTHER  OPTIONS,  CONDITIONS,
PRIVILEGES,  ACTUARIAL  EQUIVALENT  OR  VALUE  FACTORS,  RESTRICTIONS,   BENEFIT
SUSPENSIONS  AND OTHER  PAYMENT  PROVISIONS  AS ARE  APPLICABLE  TO THE  BENEFIT
PAYABLE  TO THE  PARTICIPANT  OR HIS  BENEFICIARY  UNDER  THE  THRIFT  PLAN,  AS
APPLICABLE WITH RESPECT TO THE BENEFIT PAYMENT HEREUNDER.

    6.1(C) A PARTICIPANT'S VESTED SUPPLEMENTAL RETIREMENT BENEFIT, OR THE VESTED
SUPPLEMENTAL  DEATH BENEFIT WITH RESPECT TO A  PARTICIPANT,  AS THE CASE MAY BE,
SHALL BE PAID AT THE TIME AND IN THE MANNER PROVIDED IN APPENDIX C TO THE PLAN.

    6.2 DISCRETIONARY CASH-OUT BY LUMP SUM PAYMENT.

    6.2(A)  NOTWITHSTANDING  THE FORM OF BENEFIT PAYMENT PROVISIONS OF PARAGRAPH
6.1, IN THE SOLE DISCRETION OF THE ADMINISTRATOR,  A PARTICIPANT'S VESTED EXCESS
RETIREMENT  BENEFIT, OR VESTED EXCESS RETIREMENT DEATH BENEFIT WITH RESPECT TO A
PARTICIPANT, MAY BE CASHED-OUT IN A LUMP SUM PAYMENT, DETERMINED ON THE BASIS OF
THE APPLICABLE ACTUARIAL EQUIVALENT AND VALUE FACTORS UNDER THE RETIREMENT PLAN,
IF EITHER (I) THE ENTIRE  ACTUARIAL VALUE OF SUCH BENEFIT IS NOT OVER $10,000 OR
(II) THE MONTHLY PAYMENT AMOUNT IS NOT OVER $500.

    6.2(B)  NOTWITHSTANDING  THE FORM OF BENEFIT PAYMENT PROVISIONS OF PARAGRAPH
6.1, IN THE SOLE DISCRETION OF THE ADMINISTRATOR,  A PARTICIPANT'S VESTED EXCESS
THRIFT  BENEFIT,  OR THE VESTED  EXCESS  THRIFT DEATH  BENEFIT WITH RESPECT TO A
PARTICIPANT,  MAY BE  CASHED-OUT IN A LUMP SUM PAYMENT IN AN AMOUNT EQUAL TO THE
VESTED  BALANCE IN THE  PARTICIPANT'S  EXCESS THRIFT ACCOUNT AT SUCH TIME IF, AT
ANY TIME PRIOR TO THE  COMMENCEMENT OF PAYMENT,  THE ENTIRE VESTED EXCESS THRIFT
ACCOUNT BALANCE IS NOT OVER $10,000 OR IF, AT ANY TIME AFTER THE COMMENCEMENT OF
PAYMENT,  EITHER  (I) THE  ENTIRE  ACTUARIAL  VALUE OF SUCH  BENEFIT IS NOT OVER
$10,000 OR (II) THE MONTHLY  PAYMENT  AMOUNT IS NOT OVER $500 (WITH THE LUMP SUM
AND ACTUARIAL  VALUATION BASED ON THE APPLICABLE ANNUITY PURCHASE RATE UNDER THE
THRIFT PLAN FOR THE FORM OF PAYMENT IN QUESTION.

    6.3 BENEFIT  DETERMINATION AND PAYMENT  PROCEDURE.  THE ADMINISTRATOR  SHALL
MAKE ALL DETERMINATIONS  CONCERNING ELIGIBILITY FOR BENEFITS UNDER THE PLAN, THE
TIME OR TERMS OF PAYMENT,  AND THE FORMS OR MANNER OF PAYMENT TO THE PARTICIPANT
OR THE PARTICIPANT'S BENEFICIARY,  IN THE EVENT OF THE DEATH OF THE PARTICIPANT.
THE ADMINISTRATOR  SHALL PROMPTLY NOTIFY THE EMPLOYER AND, WHERE PAYMENTS ARE TO
BE MADE FROM THE RABBI TRUST (IF ESTABLISHED  AND MAINTAINED FOR THE PLAN),  THE
TRUSTEE  THEREOF OF EACH SUCH  DETERMINATION  THAT BENEFIT  PAYMENTS ARE DUE AND
PROVIDE  TO  THE  EMPLOYER  AND,  WHERE  APPLICABLE,   SUCH  TRUSTEE  ALL  OTHER
INFORMATION NECESSARY TO ALLOW THE EMPLOYER OR SUCH TRUSTEE, AS THE CASE MAY BE,
TO CARRY OUT SAID DETERMINATION,  WHEREUPON THE EMPLOYER OR SUCH TRUSTEE, AS THE
CASE MAY BE,  SHALL PAY SUCH  BENEFITS IN  ACCORDANCE  WITH THE  ADMINISTRATOR'S
DETERMINATION.

                                                                            54
<PAGE>


    6.4 PAYMENTS TO MINORS AND  INCOMPETENTS.  IF A PARTICIPANT  OR  BENEFICIARY
ENTITLED  TO RECEIVE  ANY  BENEFITS  HEREUNDER  IS A MINOR OR IS  ADJUDGED TO BE
LEGALLY INCAPABLE OF GIVING VALID RECEIPT AND DISCHARGE FOR SUCH BENEFITS, OR IS
DEEMED  SO BY THE  ADMINISTRATOR,  BENEFITS  WILL BE PAID TO SUCH  PERSON AS THE
ADMINISTRATOR  MAY DESIGNATE FOR THE BENEFIT OF SUCH PARTICIPANT OR BENEFICIARY.
SUCH PAYMENTS  SHALL BE CONSIDERED A PAYMENT TO SUCH  PARTICIPANT OR BENEFICIARY
AND SHALL,  TO THE EXTENT MADE, BE DEEMED A COMPLETE  DISCHARGE OF ANY LIABILITY
FOR SUCH PAYMENTS UNDER THE PLAN.

    6.5  DISTRIBUTION  OF  BENEFIT  WHEN  DISTRIBUTEE  CANNOT  BE  LOCATED.  THE
ADMINISTRATOR  SHALL MAKE ALL  REASONABLE  ATTEMPTS TO  DETERMINE  THE  IDENTITY
AND/OR  WHEREABOUTS  OF A PARTICIPANT  OR HIS  BENEFICIARY  ENTITLED TO BENEFITS
UNDER THE PLAN,  INCLUDING THE MAILING BY CERTIFIED MAIL OF A NOTICE TO THE LAST
KNOWN ADDRESS SHOWN ON THE  EMPLOYER'S OR THE  ADMINISTRATOR'S  RECORDS.  IF THE
ADMINISTRATOR IS UNABLE TO LOCATE SUCH A PERSON ENTITLED TO BENEFITS  HEREUNDER,
OR IF THERE  HAS  BEEN NO CLAIM  MADE FOR  SUCH  BENEFITS,  THE  EMPLOYER  SHALL
CONTINUE TO HOLD THE BENEFIT DUE SUCH PERSON,  SUBJECT TO ANY APPLICABLE STATUTE
OF ESCHEATS.

    6.6  CLAIMS PROCEDURE.

    6.6(A) A PARTICIPANT OR BENEFICIARY (THE "CLAIMANT") SHALL HAVE THE RIGHT TO
REQUEST  ANY  BENEFIT  UNDER  THE PLAN BY  FILING A  WRITTEN  CLAIM FOR ANY SUCH
BENEFIT WITH THE  ADMINISTRATOR ON A FORM PROVIDED BY THE ADMINISTRATOR FOR SUCH
PURPOSE.  THE  ADMINISTRATOR  SHALL GIVE SUCH CLAIM DUE  CONSIDERATION AND SHALL
EITHER APPROVE OR DENY IT IN WHOLE OR IN PART. WITHIN NINETY (90) DAYS FOLLOWING
RECEIPT OF SUCH CLAIM BY THE  ADMINISTRATOR,  NOTICE OF ANY DENIAL  THEREOF,  IN
WHOLE OR IN  PART,  SHALL BE  DELIVERED  TO,  AND A  RECEIPT  THEREFOR  SHALL BE
OBTAINED FROM, THE CLAIMANT OR HIS DULY AUTHORIZED REPRESENTATIVE OR SUCH NOTICE
OF  DENIAL  SHALL  BE  SENT BY  REGISTERED  MAIL TO THE  CLAIMANT,  OR HIS  DULY
AUTHORIZED  REPRESENTATIVE,  AT THE  ADDRESS  SHOWN  ON THE  CLAIM  FORM OR SUCH
INDIVIDUAL'S  LAST KNOWN ADDRESS.  THE AFORESAID NINETY (90) DAY RESPONSE PERIOD
MAY BE EXTENDED TO ONE HUNDRED EIGHTY (180) DAYS AFTER RECEIPT OF THE CLAIMANT'S
CLAIM IF SPECIAL  CIRCUMSTANCES  EXIST AND IF WRITTEN NOTICE OF THE EXTENSION TO
ONE HUNDRED EIGHTY (180) DAYS INDICATING THE SPECIAL CIRCUMSTANCES  INVOLVED AND
THE DATE BY WHICH A DECISION IS EXPECTED TO BE MADE IS FURNISHED TO THE CLAIMANT
WITHIN NINETY (90) DAYS AFTER RECEIPT OF THE  CLAIMANT'S  CLAIM.  SUCH NOTICE OF
DENIAL SHALL BE WRITTEN IN A MANNER  CALCULATED TO BE UNDERSTOOD BY THE CLAIMANT
AND SHALL:

               (I) SET FORTH A SPECIFIC REASON OR REASONS FOR THE DENIAL,

              (II) MAKE SPECIFIC REFERENCE TO THE PERTINENT PROVISIONS OF THE
    PLAN ON WHICH ANY DENIAL OF BENEFITS IS BASED,

             (III) DESCRIBE ANY ADDITIONAL MATERIAL OR INFORMATION NECESSARY FOR
    THE CLAIMANT TO PERFECT THE CLAIM AND EXPLAIN WHY SUCH MATERIAL OR
    INFORMATION IS NECESSARY, AND

             (IV)  EXPLAIN THE CLAIM REVIEW PROCEDURE OF SUBPARAGRAPH 6.6(B).

    IF SUCH  NOTICE  OF  DENIAL  IS NOT  PROVIDED  TO THE  CLAIMANT  WITHIN  THE
    APPLICABLE  NINETY (90) DAY OR ONE  HUNDRED  EIGHTY  (180) DAY  PERIOD,  THE
    CLAIMANT'S CLAIM SHALL BE CONSIDERED DENIED FOR PURPOSES OF THE CLAIM REVIEW
    PROCEDURE OF SUBPARAGRAPH 6.6(B).

    6.6(B)  A  PARTICIPANT  OR   BENEFICIARY   WHOSE  CLAIM  FILED  PURSUANT  TO
SUBPARAGRAPH 6.6(A) HAS BEEN DENIED, IN WHOLE OR IN PART, MAY, WITHIN SIXTY (60)
DAYS FOLLOWING  RECEIPT OF NOTICE OF SUCH DENIAL, OR FOLLOWING THE EXPIRATION OF
THE  APPLICABLE  PERIOD  PROVIDED FOR IN  SUBPARAGRAPH  6.6(A) FOR NOTIFYING THE
CLAIMANT OF THE DECISION ON THE CLAIM IF NO NOTICE OF DENIAL IS PROVIDED, MAKE
WRITTEN APPLICATION TO THE ADMINISTRATOR FOR A REVIEW OF SUCH CLAIM, WHICH
APPLICATION SHALL BE FILED WITH THE ADMINISTRATOR.
FOR PURPOSES OF SUCH REVIEW, THE CLAIMANT OR HIS DULY AUTHORIZED REPRESENTATIVE
MAY REVIEW PLAN DOCUMENTS PERTINENT TO SUCH CLAIM AND MAY SUBMIT TO THE
ADMINISTRATOR WRITTEN ISSUES AND COMMENTS RESPECTING SUCH CLAIM.  THE
ADMINISTRATOR MAY SCHEDULE AND HOLD A HEARING. THE ADMINISTRATOR SHALL MAKE A
FULL AND FAIR REVIEW OF ANY DENIAL OF A CLAIM FOR BENEFITS AND ISSUE ITS
DECISION THEREON PROMPTLY, BUT NO LATER THAN SIXTY (60) DAYS AFTER RECEIPT BY
THE ADMINISTRATOR OF THE CLAIMANT'S REQUEST FOR REVIEW, OR ONE HUNDRED TWENTY
(120) DAYS AFTER SUCH RECEIPT IF A HEARING IS TO BE HELD OR IF OTHER SPECIAL
CIRCUMSTANCES EXIST AND IF WRITTEN NOTICE OF THE EXTENSION TO ONE HUNDRED TWENTY
(120) DAYS IS FURNISHED TO THE CLAIMANT WITHIN SIXTY (60) DAYS AFTER THE RECEIPT
OF THE CLAIMANT'S REQUEST FOR A REVIEW.  SUCH DECISION SHALL BE IN WRITING,
SHALL BE DELIVERED BY THE ADMINISTRATOR TO THE CLAIMANT AND SHALL:

               (I) INCLUDE SPECIFIC REASONS FOR THE DECISION,

              (II) BE WRITTEN IN A MANNER CALCULATED TO BE UNDERSTOOD BY THE
              CLAIMANT, AND

             (III) CONTAIN SPECIFIC REFERENCES TO THE PERTINENT PLAN PROVISIONS
             ON WHICH THE DECISION IS BASED.

    THE ADMINISTRATOR'S DECISION MADE IN GOOD FAITH SHALL BE FINAL.

                                                                            55

<PAGE>


                                  ARTICLE VII
                                    FUNDING

    7.1 FUNDING.

    7.1(A) THE  UNDERTAKING TO PAY THE BENEFITS  HEREUNDER  SHALL BE AN UNFUNDED
OBLIGATION PAYABLE SOLELY FROM THE GENERAL ASSETS OF THE EMPLOYER AND SUBJECT TO
THE CLAIMS OF THE EMPLOYER'S CREDITORS.

    7.1(B)  EXCEPT AS MAY BE PROVIDED IN ANY RABBI TRUST,  NOTHING  CONTAINED IN
THE PLAN AND NO ACTION TAKEN PURSUANT TO THE PROVISIONS OF THE PLAN SHALL CREATE
OR BE  CONSTRUED  TO  CREATE  A TRUST OF ANY  KIND OR A  FIDUCIARY  RELATIONSHIP
BETWEEN THE EMPLOYER AND THE  PARTICIPANT OR HIS BENEFICIARY OR ANY OTHER PERSON
OR TO GIVE ANY  PARTICIPANT OR BENEFICIARY  ANY RIGHT,  TITLE OR INTEREST IN ANY
SPECIFIC ASSET OR ASSETS OF THE EMPLOYER. TO THE EXTENT THAT ANY PERSON ACQUIRES
A RIGHT TO RECEIVE  PAYMENTS FROM THE EMPLOYER UNDER THE PLAN, SUCH RIGHTS SHALL
BE NO GREATER THAN THE RIGHT OF ANY UNSECURED GENERAL CREDITOR OF THE EMPLOYER.

    7.1(C) EACH EMPLOYER SHALL BE JOINTLY AND SEVERALLY  LIABLE FOR THE PAYMENTS
OF BENEFITS UNDER THE PLAN ACCRUED WHILE A  PARTICIPATING  EMPLOYER.  AS BETWEEN
EMPLOYERS,  PRIMARY  RESPONSIBILITY  FOR THE EXCESS RETIREMENT  BENEFIT,  EXCESS
THRIFT BENEFIT,  EXCESS  RETIREMENT  DEATH BENEFIT,  EXCESS THRIFT DEATH BENEFIT
OBLIGATIONS TO A PARTICIPANT  HEREUNDER SHALL BE BASED ON THE COMPENSATION  PAID
BY EACH SUCH EMPLOYER TO THE  PARTICIPANT  ON WHICH SUCH BENEFITS UNDER THE PLAN
ARE ACCRUED, AND PRIMARY RESPONSIBILITY FOR THE SUPPLEMENTAL  RETIREMENT BENEFIT
AND SUPPLEMENTAL RETIREMENT DEATH BENEFIT OBLIGATIONS HEREUNDER TO A PARTICIPANT
SHALL BE BASED ON THE COMPENSATION PAID BY EACH SUCH EMPLOYER TO THE PARTICIPANT
DURING THE PARTICIPANT'S LAST CONTINUOUS PERIOD OF EMPLOYMENT WITH THE EMPLOYERS
DURING WHICH SUCH BENEFIT(S) ARE AWARDED.

    7.1(D) EXCEPT TO THE EXTENT PAID FROM ANY RABBI TRUST,  HOME BENEFICIAL LIFE
INSURANCE COMPANY AS A PARTICIPATING EMPLOYER AGREES TO, AND SHALL, PAY BENEFITS
DUE UNDER THE PLAN ON BEHALF OF ALL EMPLOYERS.  HOME  BENEFICIAL  LIFE INSURANCE
COMPANY MAY  REQUIRE  CONTRIBUTIONS  BY  PARTICIPATING  EMPLOYERS  AT SUCH TIMES
(WHETHER BEFORE,  AT OR AFTER THE TIME OF PAYMENT),  IN SUCH AMOUNTS AND ON SUCH
BASIS AS IT OR THE PLAN  SPONSOR  MAY FROM  TIME TO TIME  DETERMINE  IN ORDER TO
DEFRAY THE COSTS OF BENEFITS UNDER AND ADMINISTRATION OF THE PLAN.

    7.2  USE OF RABBI TRUST PERMITTED.  NOTWITHSTANDING ANY PROVISION HEREIN TO
THE CONTRARY, THE PLAN SPONSOR MAY IN ITS SOLE DISCRETION ELECT TO ESTABLISH AND
FUND THE RABBI TRUST FOR THE PURPOSE OF PROVIDING BENEFITS UNDER THE PLAN.


                                  ARTICLE VIII
                                  FIDUCIARIES

    8.1  FIDUCIARIES AND DUTIES AND  RESPONSIBILITIES.  AUTHORITY TO CONTROL AND
MANAGE  THE  OPERATION  AND  ADMINISTRATION  OF THE PLAN  SHALL BE VESTED IN THE
FOLLOWING, WHO, TOGETHER WITH THEIR MEMBERSHIP, IF ANY, SHALL BE THE FIDUCIARIES
UNDER THE PLAN WITH THOSE  POWERS,  DUTIES,  AND  RESPONSIBILITIES  SPECIFICALLY
ALLOCATED TO THEM BY THE PLAN:

    8.1(A) PLAN ADMINISTRATOR - THE PLAN ADMINISTRATOR NAMED AND SERVING AS
PROVIDED IN ARTICLE IX HEREOF.

    8.1(B) TRUSTEE - THE TRUSTEE, IF ANY, OF ANY RABBI TRUST.

    8.2 LIMITATION OF DUTIES AND RESPONSIBILITIES OF FIDUCIARIES. THE DUTIES AND
RESPONSIBILITIES, AND ANY LIABILITY THEREFOR, OF THE FIDUCIARIES PROVIDED FOR IN
PARAGRAPH  8.1 SHALL BE  SEVERALLY  LIMITED TO THE  DUTIES AND  RESPONSIBILITIES
SPECIFICALLY  ALLOCATED TO EACH SUCH  FIDUCIARY IN ACCORDANCE  WITH THE TERMS OF
THE PLAN, AND THERE SHALL BE NO JOINT DUTY,  RESPONSIBILITY,  OR LIABILITY AMONG
ANY SUCH GROUPS OF  FIDUCIARIES  IN THE CONTROL AND  MANAGEMENT OF THE OPERATION
AND ADMINISTRATION OF THE PLAN.

    8.3 SERVICE BY FIDUCIARIES IN MORE THAN ONE CAPACITY.  ANY PERSON OR GROUP
OF PERSONS MAY SERVE IN MORE THAN ONE FIDUCIARY CAPACITY WITH RESPECT TO THE
PLAN.

    8.4 ALLOCATION OR DELEGATION OF DUTIES AND  RESPONSIBILITIES BY FIDUCIARIES.
BY WRITTEN  AGREEMENT  FILED WITH THE  ADMINISTRATOR  AND THE PLAN SPONSOR,  ANY
DUTIES AND  RESPONSIBILITIES OF ANY FIDUCIARY MAY BE ALLOCATED AMONG FIDUCIARIES
OR MAY BE DELEGATED TO PERSONS  OTHER THAN  FIDUCIARIES.  ANY WRITTEN  AGREEMENT
SHALL  SPECIFICALLY  SET FORTH THE DUTIES AND  RESPONSIBILITIES  SO ALLOCATED OR
DELEGATED,  SHALL CONTAIN REASON ABLE PROVISIONS FOR  TERMINATION,  AND SHALL BE
EXECUTED BY THE PARTIES THERETO.

    8.5  ASSISTANCE  AND  CONSULTATION.  A  FIDUCIARY,  AND ANY  DELEGATE  NAMED
PURSUANT TO  PARAGRAPH  8.4,  MAY ENGAGE  AGENTS TO ASSIST IN ITS DUTIES AND MAY
CONSULT WITH COUNSEL,  WHO MAY BE COUNSEL FOR THE EMPLOYER,  WITH RESPECT TO ANY
MATTER AFFECTING THE PLAN OR ITS OBLIGATIONS AND RESPONSIBILITIES  HEREUNDER, OR
WITH RESPECT TO ANY ACTION OR PROCEEDING AFFECTING THE PLAN.

    8.6  COMPENSATION  AND  EXPENSES.  ALL  COMPENSATION  AND  EXPENSES  OF  THE
FIDUCIARIES  AND THEIR  AGENTS AND COUNSEL  SHALL BE PAID OR  REIMBURSED  BY THE
EMPLOYER ON SUCH BASIS AS THE PLAN SPONSOR SHALL DETERMINE;  PROVIDED,  HOWEVER,
THAT EACH  PERSON OR  COMMITTEEMAN  SERVING AS A FIDUCIARY  SHALL SERVE  WITHOUT
COMPENSATION FOR SUCH SERVICE UNLESS OTHERWISE DETERMINED BY THE PLAN

                                                                           56
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SPONSOR OR, IN THE CASE OF THE TRUSTEE UNDER ANY RABBI TRUST,  UNLESS  OTHERWISE
PROVIDED IN THE RABBI TRUST.

    8.7 INDEMNIFICATION.  THE EMPLOYER,  ON SUCH BASIS AS THE PLAN SPONSOR SHALL
DETERMINE,  SHALL  INDEMNIFY AND HOLD HARMLESS ANY INDIVIDUAL WHO IS AN EMPLOYEE
OF THE  EMPLOYER  OR AN  AFFILIATE  AND  WHO IS A  FIDUCIARY  OR A  MEMBER  OF A
FIDUCIARY  UNDER THE PLAN AND ANY OTHER  INDIVIDUAL  WHO IS AN  EMPLOYEE  OF THE
EMPLOYER  OR AN  AFFILIATE  AND TO WHOM  DUTIES  OF A  FIDUCIARY  ARE  DELEGATED
PURSUANT TO PARAGRAPH 8.4, TO THE EXTENT  PERMITTED BY LAW, FROM AND AGAINST ANY
LIABILITY,  LOSS,  COST OR EXPENSE  ARISING  FROM  THEIR  GOOD  FAITH  ACTION OR
INACTION IN CONNECTION WITH THEIR RESPONSIBILITIES UNDER THE PLAN.


                                   ARTICLE IX
                               PLAN ADMINISTRATOR

    9.1 APPOINTMENT OF PLAN  ADMINISTRATOR.  THE PLAN SPONSOR MAY APPOINT ONE OR
MORE PERSONS TO SERVE AS THE PLAN  ADMINISTRATOR (THE  "ADMINISTRATOR")  FOR THE
PURPOSE OF CARRYING OUT THE DUTIES SPECIFICALLY  IMPOSED ON THE ADMINISTRATOR BY
THE PLAN AND THE CODE.  IN THE  EVENT  MORE THAN ONE  PERSON IS  APPOINTED,  THE
PERSONS  SHALL  FORM  A  COMMITTEE  FOR  THE  PURPOSE  OF   FUNCTIONING  AS  THE
ADMINISTRATOR  OF THE PLAN. THE PERSON OR COMMITTEEMEN  SERVING AS ADMINISTRATOR
SHALL SERVE FOR INDEFINITE  TERMS AT THE PLEASURE OF THE PLAN SPONSOR,  AND MAY,
BY THIRTY (30) DAYS PRIOR  WRITTEN  NOTICE TO THE PLAN SPONSOR,  TERMINATE  SUCH
APPOINTMENT. THE PLAN SPONSOR SHALL INFORM THE TRUSTEE OF ANY RABBI TRUST OF ANY
SUCH APPOINTMENT OR TERMINATION, AND ANY SUCH TRUSTEE MAY ASSUME THAT ANY PERSON
APPOINTED CONTINUES IN OFFICE UNTIL NOTIFIED OF ANY CHANGE.

    9.2 PLAN SPONSOR AS PLAN ADMINISTRATOR.  IN THE EVENT THAT NO ADMINISTRATOR
IS APPOINTED OR IN OFFICE PURSUANT TO PARAGRAPH 9.1, THE PLAN SPONSOR SHALL BE
THE ADMINISTRATOR.

    9.3 PROCEDURE IF A COMMITTEE.  IF THE ADMINISTRATOR IS A COMMITTEE, IT SHALL
APPOINT FROM ITS MEMBERS A CHAIRMAN AND A SECRETARY.  THE  SECRETARY  SHALL KEEP
RECORDS AS MAY BE NECESSARY OF THE ACTS AND RESOLUTIONS OF SUCH COMMITTEE AND BE
PREPARED TO FURNISH  REPORTS  THEREOF TO THE PLAN SPONSOR AND THE TRUSTEE OF ANY
RABBI TRUST. EXCEPT AS OTHERWISE PROVIDED, ALL INSTRUMENTS EXECUTED ON BEHALF OF
SUCH COMMITTEE MAY BE EXECUTED BY ITS CHAIRMAN OR SECRETARY,  AND THE TRUSTEE OF
ANY RABBI TRUST MAY ASSUME THAT SUCH  COMMITTEE,  ITS CHAIRMAN OR SECRETARY  ARE
THE  PERSONS  WHO WERE LAST  DESIGNATED  AS SUCH TO THEM IN  WRITING BY THE PLAN
SPONSOR OR ITS CHAIRMAN OR SECRETARY.

    9.4  ACTION BY  MAJORITY  VOTE IF A  COMMITTEE.  IF THE  ADMINISTRATOR  IS A
COMMITTEE,  ITS  ACTION  IN  ALL  MATTERS,  QUESTIONS  AND  DECISIONS  SHALL  BE
DETERMINED BY A MAJORITY VOTE OF ITS MEMBERS QUALIFIED TO ACT THEREON.  THEY MAY
MEET INFORMALLY OR TAKE ANY ACTION WITHOUT THE NECESSITY OF MEETING AS A GROUP.

    9.5 APPOINTMENT OF SUCCESSORS.  UPON THE DEATH,  RESIGNATION OR REMOVAL OF A
PERSON  SERVING  AS, OR ON A  COMMITTEE  WHICH IS, THE  ADMINISTRATOR,  THE PLAN
SPONSOR MAY, BUT NEED NOT, APPOINT A SUCCESSOR.

    9.6 DUTIES AND RESPONSIBILITIES OF PLAN ADMINISTRATOR.  THE ADMINISTRATOR
SHALL HAVE THE FOLLOWING DUTIES AND RESPONSIBILITIES UNDER THE PLAN:

    9.6(A) THE  ADMINISTRATOR  SHALL BE RESPONSIBLE  FOR THE  FULFILLMENT OF ALL
RELEVANT  REPORTING AND  DISCLOSURE  REQUIREMENTS  SET FORTH IN THE PLAN AND THE
CODE AND, IF APPLICABLE,  THE ACT, THE DISTRIBUTION  THEREOF TO PARTICIPANTS AND
THEIR  BENEFICIARIES  AND THE FILING THEREOF WITH THE  APPROPRIATE  GOVERNMENTAL
OFFICIALS AND AGENCIES.

    9.6(B)  THE  ADMINISTRATOR  SHALL  MAINTAIN  AND  RETAIN  NECESSARY  RECORDS
RESPECTING ITS  ADMINISTRATION  OF THE PLAN AND MATTERS UPON WHICH DISCLOSURE IS
REQUIRED UNDER THE PLAN AND THE CODE AND, IF APPLICABLE, THE ACT.

    9.6(C) THE  ADMINISTRATOR  SHALL MAKE ANY ELECTIONS FOR THE PLAN REQUIRED TO
BE MADE BY IT UNDER THE PLAN AND THE CODE AND, IF APPLICABLE, THE ACT.

    9.6(D) THE  ADMINISTRATOR IS EMPOWERED TO SETTLE CLAIMS AGAINST THE PLAN AND
TO MAKE SUCH EQUITABLE ADJUSTMENTS IN A PARTICIPANT'S OR BENEFICIARY'S RIGHTS OR
ENTITLEMENTS  UNDER  THE PLAN AS IT DEEMS  APPROPRIATE  IN THE EVENT AN ERROR OR
OMISSION IS  DISCOVERED  OR CLAIMED IN THE  OPERATION OR  ADMINISTRATION  OF THE
PLAN.

    9.6(E) THE  ADMINISTRATOR  MAY CONSTRUE THE PLAN,  CORRECT  DEFECTS,  SUPPLY
OMISSIONS OR RECONCILE INCONSISTENCIES TO THE EXTENT NECESSARY TO EFFECTUATE THE
PLAN AND SUCH ACTION SHALL BE CONCLUSIVE.

    9.7 POWER AND AUTHORITY.  THE ADMINISTRATOR IS HEREBY VESTED WITH ALL THE
POWER AND AUTHORITY NECESSARY IN ORDER TO CARRY OUT ITS DUTIES AND
RESPONSIBILITIES IN CONNECTION WITH THE ADMINISTRATION OF THE PLAN IMPOSED
HEREUNDER.  FOR SUCH PURPOSE, THE

                                                                            57
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ADMINISTRATOR  SHALL HAVE THE POWER TO ADOPT  RULES AND  REGULATIONS  CONSISTENT
WITH THE TERMS OF THE PLAN.

    9.8 AVAILABILITY OF RECORDS. THE EMPLOYER AND THE TRUSTEE OF ANY RABBI TRUST
SHALL, AT THE REQUEST OF THE ADMINISTRATOR,  MAKE AVAILABLE NECESSARY RECORDS OR
OTHER  INFORMATION  THEY POSSESS WHICH MAY BE REQUIRED BY THE  ADMINISTRATOR  IN
ORDER TO CARRY OUT ITS DUTIES HEREUNDER.

    9.9 NO  ACTION  WITH  RESPECT  TO OWN  BENEFIT.  NO  ADMINISTRATOR  WHO IS A
PARTICIPANT SHALL TAKE ANY PART AS THE ADMINISTRATOR IN ANY DISCRETIONARY ACTION
IN CONNECTION  WITH HIS  PARTICIPATION  AS AN  INDIVIDUAL.  SUCH ACTION SHALL BE
TAKEN BY THE REMAINING ADMINISTRATOR, IF ANY, OR OTHERWISE BY THE PLAN SPONSOR.


                                   ARTICLE X
                     AMENDMENT AND TERMINATION OF THE PLAN

    10.1  AMENDMENT OR TERMINATION OF THE PLAN.

    10.1(A) THE PLAN MAY BE TERMINATED AT ANY TIME BY THE BOARD. THE PLAN MAY BE
AMENDED IN WHOLE OR IN PART FROM TIME TO TIME BY THE BOARD  EFFECTIVE  AS OF ANY
DATE  SPECIFIED.  NO  AMENDMENT  OR  TERMINATION  SHALL  OPERATE TO  DECREASE OR
OTHERWISE  ADVERSELY AFFECT THE AMOUNT OF A PARTICIPANT'S THEN CURRENTLY ACCRUED
EXCESS  RETIREMENT  BENEFIT, EXCESS THRIFT  BENEFIT  OR SUPPLEMENTAL  RETIREMENT
BENEFIT OR THE EXCESS  RETIREMENT  DEATH  BENEFIT,  EXCESS  THRIFT DEATH BENEFIT
ORSUPPLEMENTAL DEATH BENEFIT WITH RESPECT THERETO, OR THE THEN CURRENT OR FUTURE
VESTING THEREOF, DETERMINED AS OF THE EARLIER OF THE DATE ON WHICH THE AMENDMENT
OR  TERMINATION  IS APPROVED BY THE BOARD OR THE DATE ON WHICH AN  INSTRUMENT OF
AMENDMENT  OR  TERMINATION  IS SIGNED ON BEHALF OF THE PLAN  SPONSOR  UNLESS THE
BENEFIT IS REPLACED  BY A  COMPARABLE  BENEFIT  UNDER  ANOTHER  PLAN OF THE PLAN
SPONSOR OR AN AFFILIATE OR THE AFFECTED PARTICIPANT AGREES IN WRITING.

    10.1(B) THE BOARD  HEREBY  DELEGATES TO THE CHIEF  EXECUTIVE  OFFICER OF THE
PLAN SPONSOR THE RIGHT TO MODIFY,  ALTER,  OR AMEND THE PLAN IN WHOLE OR IN PART
TO MAKE ANY TECHNICAL MODIFICATION, ALTERATION OR AMENDMENT WHICH IN THE OPINION
OF COUNSEL FOR THE PLAN  SPONSOR IS REQUIRED BY LAW AND IS DEEMED  ADVISABLE  BY
THE  ADMINISTRATOR AND TO MAKE ANY OTHER  MODIFICATION,  ALTERATION OR AMENDMENT
WHICH DOES NOT,  IN THE  ADMINISTRATOR'S  VIEW,  SUBSTANTIALLY  INCREASE  COSTS,
CONTRIBUTIONS  OR  BENEFITS  AND DOES NOT  MATERIALLY  AFFECT  THE  ELIGIBILITY,
VESTING OR BENEFIT ACCRUAL OR ALLOCATION PROVISIONS OF THE PLAN.

    10.1(C)  ON  TERMINATION  OF THE PLAN,  ALL THEN  CURRENTLY  ACCRUED  EXCESS
RETIREMENT BENEFITS, EXCESS THRIFT BENEFITS AND SUPPLEMENTAL RETIREMENT BENEFITS
AND THE EXCESS  RETIREMENT  DEATH  BENEFITS,  EXCESS  THRIFT DEATH  BENEFITS AND
SUPPLEMENTAL DEATH BENEFITS,  IF ANY, WITH RESPECT THERETO SHALL BE FULLY VESTED
AND NON-FORFEITABLE  EXCEPT TO THE EXTENT A PAYMENT MAY BE EXPRESSLY FORFEITABLE
FOR  COMPETITION  OR  SOME  OTHER  OCCURRENCE   OTHER  THAN  THE   PARTICIPANT'S
TERMINATION  OF  EMPLOYMENT.  IF ONLY A PART OF THE  PLAN  IS  TERMINATED,  THIS
PROVISION SHALL APPLY TO THE PART THAT IS TERMINATED.


                                   ARTICLE XI
             PARTICIPATION BY EMPLOYERS OTHER THAN THE PLAN SPONSOR

    11.1  ADOPTION BY ADDITIONAL EMPLOYERS.

    11.1(A) ANY AFFILIATE MAY ADOPT THE PLAN WITH THE CONSENT OF THE BOARD AND
    ITS BOARD.

    11.1(B) IN ADDITION,  AND AS ALTERNATIVE TO THE CONSENT,  AUTHORIZATION  AND
APPROVAL BY THE BOARD  REQUIRED UNDER  SUBPARAGRAPH  11.1(A) WITH RESPECT TO THE
ADOPTION OF THE PLAN BY AN AFFILIATE,  THE CHIEF  EXECUTIVE  OFFICER OF THE PLAN
SPONSOR SHALL BE AND IS HEREBY  AUTHORIZED TO CONSENT TO,  AUTHORIZE AND APPROVE
ANY SUCH ADOPTION OF THE PLAN.

    11.2 TERMINATION EVENTS WITH RESPECT TO EMPLOYERS OTHER THAN THE PLAN
         SPONSOR.

    11.2(A) THE PLAN SHALL TERMINATE WITH RESPECT TO ANY EMPLOYER OTHER THAN THE
PLAN SPONSOR,  AND SUCH EMPLOYER SHALL AUTOMATICALLY CEASE TO BE A PARTICIPATING
EMPLOYER IN THE PLAN, UPON THE HAPPENING OF ANY OF THE FOLLOWING EVENTS:

               (I) ACTION BY THE EMPLOYER'S BOARD  TERMINATING ITS PARTICIPATION
    IN THE PLAN AND  SPECIFYING  THE DATE OF SUCH  TERMINATION.  NOTICE  OF SUCH
    TERMINATION SHALL BE DELIVERED TO THE ADMINISTRATOR AND THE PLAN SPONSOR.

              (II) THE EMPLOYER'S CEASING TO BE AN AFFILIATE.

             (III)  ACTION BY THE BOARD OR CHIEF  EXECUTIVE  OFFICER OF THE PLAN
    SPONSOR  TERMINATING AN EMPLOYER'S  PARTICIPATION IN THE PLAN AND SPECIFYING
    THE DATE OF SUCH TERMINATION.  NOTICE OF SUCH TERMINATION SHALL BE DELIVERED
    TO THE ADMINISTRATOR AND THE FORMER PARTICIPATING EMPLOYER.

    11.2(B) TERMINATION OF THE PLAN WITH RESPECT TO ANY EMPLOYER SHALL MEAN
TERMINATION OF FURTHER BENEFIT ACCRUAL BY AND

                                                                            58
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ACTIVE PARTICIPATION OF THE PARTICIPANTS  EMPLOYED BY SUCH EMPLOYER WITH RESPECT
TO SUCH EMPLOYMENT.

    11.2(C)  NOTWITHSTANDING  THE FOREGOING,  NO TERMINATION WITH RESPECT TO ANY
EMPLOYER SHALL OPERATE TO DECREASE OR OTHERWISE ADVERSELY AFFECT A PARTICIPANT'S
THEN  CURRENTLY  ACCRUED  EXCESS  RETIREMENT  BENEFIT,  EXCESS THRIFT BENEFIT OR
SUPPLEMENTAL  RETIREMENT BENEFIT OR THE EXCESS RETIREMENT DEATH BENEFIT,  EXCESS
THRIFT DEATH BENEFIT OR SUPPLEMENTAL DEATH BENEFIT WITH RESPECT THERETO,  OR THE
THEN CURRENT OR FUTURE VESTING THEREOF, DETERMINED AS OF THE EARLIER OF THE DATE
ON WHICH THE  TERMINATION  IS  APPROVED  OR THE DATE ON WHICH AN  INSTRUMENT  OF
TERMINATION  IS SIGNED  UNLESS THE BENEFIT IS REPLACED BY A  COMPARABLE  BENEFIT
UNDER  ANOTHER  PLAN OF THE  PLAN  SPONSOR,  THE  EMPLOYER  IN  QUESTION  OR THE
AFFILIATE OR A SUCCESSOR THERETO OR THE AFFECTED PARTICIPANT AGREES IN WRITING.

    11.2(D) ON  TERMINATION  OF THE PLAN WITH RESPECT TO AN AFFILIATE,  ALL THEN
CURRENTLY  ACCRUED  EXCESS  RETIREMENT  BENEFITS,  EXCESS  THRIFT  BENEFITS  AND
SUPPLEMENTAL  RETIREMENT BENEFITS OF EMPLOYEES OF THAT AFFILIATE WHO CEASE TO BE
ACTIVE  PARTICIPANTS  IN THE PLAN BY  REASON  OF  THEIR  CEASING  TO BE  COVERED
EMPLOYEES AND THE EXCESS RETIREMENT DEATH BENEFITS, EXCESS THRIFT DEATH BENEFITS
AND  SUPPLEMENTAL  DEATH  BENEFITS,  IF ANY, WITH RESPECT THERETO SHALL BE FULLY
VESTED  AND  NON-FORFEITABLE  EXCEPT TO THE  EXTENT A PAYMENT  MAY BE  EXPRESSLY
FORFEITABLE   FOR   COMPETITION  OR  SOME  OTHER   OCCURRENCE   OTHER  THAN  THE
PARTICIPANT'S TERMINATION OF EMPLOYMENT.

    11.3  EFFECT OF EMPLOYER MERGER,  CONSOLIDATION OR LIQUIDATION.
NOTWITHSTANDING  THE  FOREGOING  PROVISIONS  OF THIS  ARTICLE  XI, THE MERGER OR
LIQUIDATION OF ANY EMPLOYER INTO ANY OTHER EMPLOYER OR THE  CONSOLIDATION OF TWO
(2) OR MORE OF THE EMPLOYERS  SHALL NOT CAUSE THE PLAN TO TERMINATE WITH RESPECT
TO THE MERGING,  LIQUIDATING OR CONSOLIDATING EMPLOYERS,  PROVIDED THAT THE PLAN
HAS BEEN ADOPTED OR IS CONTINUED BY AND HAS NOT  TERMINATED  WITH RESPECT TO THE
SURVIVING OR CONTINUING EMPLOYER.


                                  ARTICLE XII
                                 MISCELLANEOUS

    12.1 NON-ASSIGNABILITY. THE INTERESTS OF EACH PARTICIPANT UNDER THE PLAN ARE
NOT  SUBJECT  TO  CLAIMS  OF  THE  PARTICIPANT'S   CREDITORS;  AND  NEITHER  THE
PARTICIPANT, NOR HIS BENEFICIARY, SHALL HAVE ANY RIGHT TO SELL, ASSIGN, TRANSFER
OR OTHERWISE CONVEY THE RIGHT TO RECEIVE ANY PAYMENTS  HEREUNDER OR ANY INTEREST
UNDER THE PLAN,  WHICH  PAYMENTS  AND  INTEREST  ARE  EXPRESSLY  DECLARED  TO BE
NON-ASSIGNABLE AND NONTRANSFERABLE.

    12.2 RIGHT TO REQUIRE  INFORMATION AND RELIANCE  THEREON.  THE PLAN SPONSOR,
THE  EMPLOYER  AND THE  ADMINISTRATOR  SHALL  HAVE  THE  RIGHT  TO  REQUIRE  ANY
PARTICIPANT,  BENEFICIARY OR OTHER PERSON RECEIVING  BENEFIT PAYMENTS TO PROVIDE
IT WITH SUCH INFORMATION,  IN WRITING, AND IN SUCH FORM AS IT MAY DEEM NECESSARY
TO THE  ADMINISTRATION  OF THE PLAN AND MAY RELY  THEREON  IN  CARRYING  OUT ITS
DUTIES HEREUNDER. ANY PAYMENT TO OR ON BEHALF OF A PARTICIPANT OR BENEFICIARY IN
ACCORDANCE  WITH THE PROVISIONS OF THE PLAN IN GOOD FAITH RELIANCE UPON ANY SUCH
WRITTEN  INFORMATION  PROVIDED BY A PARTICIPANT OR ANY OTHER PERSON TO WHOM SUCH
PAYMENT IS MADE SHALL BE IN FULL  SATISFACTION OF ALL CLAIMS BY SUCH PARTICIPANT
AND HIS  BENEFICIARY;  AND ANY  PAYMENT  TO OR ON  BEHALF  OF A  BENEFICIARY  IN
ACCORDANCE  WITH THE PROVISION SO THE PLAN IN GOOD FAITH  RELIANCE UPON ANY SUCH
WRITTEN  INFORMATION  PROVIDED BY SUCH  BENEFICIARY  OR ANY OTHER PERSON TO WHOM
SUCH  PAYMENT  IS MADE  SHALL  BE IN FULL  SATISFACTION  OF ALL  CLAIMS  BY SUCH
BENEFICIARY.

    12.3 NOTICES AND ELECTIONS.  ALL NOTICES REQUIRED TO BE GIVEN IN WRITING AND
ALL ELECTIONS  REQUIRED TO BE MADE IN WRITING,  UNDER ANY PROVISION OF THE PLAN,
SHALL BE INVALID UNLESS MADE ON SUCH FORMS AS MAY BE PROVIDED OR APPROVED BY THE
ADMINISTRATOR  AND,  IN THE CASE OF A NOTICE OR  ELECTION  BY A  PARTICIPANT  OR
BENEFICIARY,  UNLESS  EXECUTED BY THE  PARTICIPANT  OR  BENEFICIARY  GIVING SUCH
NOTICE OR MAKING SUCH ELECTION.

    12.4  DELEGATION OF AUTHORITY.  WHENEVER THE PLAN SPONSOR OR ANY EMPLOYER IS
PERMITTED  OR  REQUIRED  TO PERFORM ANY ACT,  SUCH ACT MAY BE  PERFORMED  BY ITS
PRESIDENT  OR CHIEF  EXECUTIVE  OFFICER OR OTHER PERSON DULY  AUTHORIZED  BY ITS
PRESIDENT OR CHIEF EXECUTIVE OFFICER OR ITS BOARD.

    12.5 SERVICE OF PROCESS.  THE ADMINISTRATOR SHALL BE THE AGENT FOR SERVICE
OF PROCESS ON THE PLAN.

    12.6  GOVERNING LAW.  THE PLAN SHALL BE CONSTRUED, ENFORCED AND ADMINISTERED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF VIRGINIA, AND ANY FEDERAL LAW
WHICH PREEMPTS THE SAME.

    12.7  BINDING EFFECT.  THE PLAN SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE EMPLOYER, ITS SUCCESSORS AND ASSIGNS, AND THE PARTICIPANT AND HIS
HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL REPRESENTATIVES.

    12.8  SEVERABILITY.  IF ANY  PROVISION  OF THE PLAN SHOULD FOR ANY REASON BE
DECLARED  INVALID OR  UNENFORCEABLE  BY A COURT OF COMPETENT  JURISDICTION,  THE
REMAINING PROVISIONS SHALL NEVERTHELESS REMAIN IN FULL FORCE AND EFFECT.

    12.9  NO EFFECT ON EMPLOYMENT AGREEMENT.  THE PLAN SHALL NOT BE CONSIDERED
OR CONSTRUED TO MODIFY, AMEND OR

                                                                           59
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SUPERSEDE  ANY  EMPLOYMENT  AGREEMENT  BETWEEN THE EMPLOYER AND THE  PARTICIPANT
HERETOFORE OR HEREAFTER ENTERED INTO UNLESS SO SPECIFICALLY PROVIDED.

    12.10 GENDER AND NUMBER.  IN THE  CONSTRUCTION  OF THE PLAN,  THE  MASCULINE
SHALL  INCLUDE THE FEMININE OR NEUTER AND THE SINGULAR  SHALL INCLUDE THE PLURAL
AND VICE-VERSA IN ALL CASES WHERE SUCH MEANINGS WOULD BE APPROPRIATE.

    12.11 TITLES AND CAPTIONS. TITLES AND CAPTIONS AND HEADINGS HEREIN HAVE BEEN
INSERTED  FOR  CONVENIENCE  OF  REFERENCE  ONLY  AND  ARE TO BE  IGNORED  IN ANY
CONSTRUCTION OF THE PROVISIONS HEREOF.

    12.12  CONSTRUCTION.  THE PLAN AND THE FUND (IF ESTABLISHED) ARE CREATED FOR
THE BENEFIT OF ELIGIBLE  EMPLOYEES OF THE EMPLOYER AND THEIR  BENEFICIARIES  AND
SHALL BE INTERPRETED AND ADMINISTERED IN A MANNER CONSISTENT WITH THEIR BEING AN
UNFUNDED DEFERRED  COMPENSATION PLAN MAINTAINED FOR A SELECT GROUP OF MANAGEMENT
OR HIGHLY  COMPENSATED  EMPLOYEES  (SOMETIMES  REFERRED TO AS A "TOP-HAT"  PLAN)
DESCRIBED IN SECTIONS  201(2),  301(A)(3) AND 401(A)(1) OF THE ACT. THE FUND (IF
ESTABLISHED)  IS INTENDED TO BE A GRANTOR  TRUST,  OF WHICH THE  EMPLOYER IS THE
GRANTOR,  WITHIN THE  MEANING OF SUBPART  E, PART I,  SUBCHAPTER  J,  CHAPTER 1,
SUBTITLE A OF THE CODE,  AND SHALL BE CONSTRUED  ACCORDINGLY.  CERTAIN  BENEFITS
UNDER THE PLAN ARE INTENDED TO BE EXCESS BENEFITS WITHIN THE MEANING OF SECTIONS
3(36) AND 4(B)(5) OF THE ACT AND SHALL BE INTERPRETED AND ADMINISTERED AS SUCH.

    12.13 INCOME AND  EMPLOYMENT  TAXES.  BENEFITS  UNDER THE PLAN GENERALLY ARE
ANTICIPATED TO BE SUBJECT TO INCOME AND EMPLOYMENT TAX WITHHOLDING  FROM TIME TO
TIME.  NOTWITHSTANDING ANY CONTRARY PROVISION OF THE PLAN, IF A PARTICIPANT DOES
NOT HAVE OTHER  COMPENSATION  FROM WHICH ANY TAXES  REQUIRED TO BE WITHHELD WITH
RESPECT TO HIS PLAN  BENEFITS CAN BE WITHHELD OR THE  PARTICIPANT  DOES NOT MAKE
OTHER  ARRANGEMENTS  SATISFACTORY TO THE  ADMINISTRATOR FOR PAYMENT OF THE SAME,
THE AMOUNT OF THE PARTICIPANT'S  BENEFITS UNDER THE PLAN MAY AT THE DIRECTION OF
THE ADMINISTRATOR BE REDUCED BY ANY TAXES REQUIRED TO BE WITHHELD  THEREFROM AND
NOT OTHERWISE PROVIDED FOR.

                                                                           60
<PAGE>



     IN WITNESS  WHEREOF,  EACH  EMPLOYER HAS CAUSED THE PLAN TO BE SIGNED ON
ITS BEHALF BY ITS DULY AUTHORIZED OFFICER OR MEMBER OF ITS BOARD OF DIRECTORS ON
THE DAY, MONTH AND YEAR AFORESAID.


                                   HOME BENEFICIAL CORPORATION,
                                   PLAN SPONSOR


                                   BY:
                                       -----------------------------------
                                       ITS PRESIDENT AND CHIEF EXECUTIVE OFFICER


                                   HOME BENEFICIAL LIFE INSURANCE COMPANY,
                                   PARTICIPATING EMPLOYER


                                   BY:
                                       -----------------------------------------
                                       ITS PRESIDENT AND CHIEF EXECUTIVE OFFICER


                                                                          61
<PAGE>



                  HOME BENEFICIAL SUPPLEMENTAL RETIREMENT PLAN
                                   APPENDIX A
                              (AS OF JULY 1, 1996)
                        LIST OF PARTICIPATING EMPLOYERS


                                                              EFFECTIVE DATE
                                      EFFECTIVE DATE
                                      PLACE OF               OF COMMENCEMENT
                                      OF TERMINATION
NAME                                  INCORPORATION          OF PARTICIPATION
                                      OF PARTICIPATION

HOME BENEFICIAL CORPORATION           VIRGINIA                 JULY 1, 1996
                                      ----

HOME BENEFICIAL LIFE
  INSURANCE COMPANY                   VIRGINIA                 JULY 1, 1996
                                      ----


                                    - A-1 -                               62

<PAGE>




                  HOME BENEFICIAL SUPPLEMENTAL RETIREMENT PLAN
                                   APPENDIX B
                              (AS OF JULY 1, 1996)
                      LIST OF EXCESS BENEFIT PARTICIPANTS


                              STATUS AND DATE -         STATUS AND DATE -
                              EXCESS RETIREMENT         EXCESS THRIFT
       NAME                   BENEFIT PARTICIPANT       BENEFIT PARTICIPANT
       ----                   -------------------       -------------------
RICHARD W. WILTSHIRE, JR.         NO                     YES - 07/01/96


                                    - B-1 -                                63

<PAGE>



                  HOME BENEFICIAL SUPPLEMENTAL RETIREMENT PLAN
                                   APPENDIX C
                              (AS OF JULY 1, 1996)
                           LISTING AND DESCRIPTION OF
                   SUPPLEMENTAL RETIREMENT AND DEATH BENEFITS
                     AND SUPPLEMENTAL BENEFIT PARTICIPANTS



I.             H. STANLEY BOURNE.

               A. DESIGNATION AS A SUPPLEMENTAL BENEFIT PARTICIPANT.  H. STANLEY
BOURNE IS HEREBY DESIGNATED AS A SUPPLEMENTAL BENEFIT PARTICIPANT COMMENCING AT
HIS RETIREMENT FROM THE EMPLOYMENT OF THE EMPLOYER AT OR AFTER HIS NORMAL
RETIREMENT AGE UNDER THE RETIREMENT PLAN.

               B. SUPPLEMENTAL RETIREMENT BENEFIT.  THE PARTICIPANT'S
SUPPLEMENTAL RETIREMENT BENEFIT IS $20,000 PER YEAR, PAYABLE MONTHLY ON THE
FIRST OF EACH MONTH DURING THE LIFE OF THE PARTICIPANT.

               C. VESTING IN AND FORFEITURE OF SUPPLEMENTAL  RETIREMENT BENEFIT.
THE PARTICIPANT'S  SUPPLEMENTAL  RETIREMENT  BENEFIT SHALL BE FORFEITED UPON HIS
TERMINATION OF EMPLOYMENT WITH THE EMPLOYER FOR REASONS OTHER THAN RETIREMENT AT
OR AFTER HIS NORMAL RETIREMENT AGE UNDER THE RETIREMENT PLAN AND SHALL BE VESTED
AS OF THE DATE OF HIS  RETIREMENT  FROM THE EMPLOYMENT OF THE EMPLOYER UNDER THE
RETIREMENT PLAN AT OR AFTER HIS NORMAL RETIREMENT AGE UNDER THE RETIREMENT PLAN,
BUT SHALL  REMAIN  SUBJECT  TO  DIVESTMENT  AND  FORFEITURE  IN THE EVENT OF THE
PARTICIPANT'S  COMPETITION  WITH THE EMPLOYER.  NO VESTING IS PROVIDED  PRIOR TO
SUCH RETIREMENT. FOR PURPOSES HEREOF,  "COMPETITION" MEANS ENGAGING, DIRECTLY OR
INDIRECTLY,  ON A FULL-TIME  OR PART-TIME  BASIS OR ON A CONSULTING  OR ADVISORY
BASIS OR OTHERWISE FOR ANY OTHER BUSINESS  ORGANIZATION  IN ANY MATTER OR IN ANY
MANNER  WHICH  MIGHT BE DEEMED TO BE IN  COMPETITIVE  WITH OR  AGAINST  THE BEST
INTERESTS OF THE PLAN SPONSOR OR ANY OF ITS AFFILIATES.

               D. SUPPLEMENTAL RETIREMENT DEATH BENEFIT.  NO SUPPLEMENTAL
RETIREMENT DEATH BENEFIT IS PROVIDED WITH RESPECT TO THE PARTICIPANT.

               E. TIME AND FORM OF PAYMENT OF SUPPLEMENTAL  RETIREMENT  BENEFIT.
THE PARTICIPANT'S  SUPPLEMENTAL  RETIREMENT BENEFIT SHALL BE PAYABLE MONTHLY FOR
THE LIFE OF THE PARTICIPANT, COMMENCING AT THE TIME THE PARTICIPANT'S RETIREMENT
BENEFIT UNDER THE  RETIREMENT  PLAN  COMMENCES TO BE PAID. ALL PAYMENTS WILL END
UPON THE PARTICIPANT'S DEATH.


                                    - C-1 -                                 64



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