SOUTHWEST GEORGIA FINANCIAL CORPORATION


                            PENSION RETIREMENT PLAN






                           As Amended And Restated,

                        Effective as of January 1, 2009



































                               TABLE OF CONTENTS

ARTICLE I    CONSTRUCTION AND DEFINITIONS                             2
ARTICLE II   MEMBERSHIP IN THE RETIREMENT PLAN                       12
2.1          Initial Membership                                      12
2.2          Resumption of Membership                                12
2.3          Termination                                             13
2.4          Membership Requirement Effective
             as of May 1, 1999                                       13
2.5          Qualified Military Services                             13
2.6          Moultrie Insurance Agency Membership                    13
2.7          Waiver of Participation                                 13
2.8          Empire Financial Services, Inc. Membership              13
2.9          Sylvester Banking Company Membership                    13
2.10         Sylvester Banking Company Pension Plan                  14
ARTICLE III  MONTHLY RETIREMENT INCOME                               14
3.1          General                                                 14
3.2          Normal Retirement                                       14
3.3          Late Retirement                                         18
3.4          Early Retirement                                        18
3.5          Disability Retirement                                   18
3.6          Method of Payment of Retirement Benefits.               19
3.7          Suspension Of Benefits                                  22
ARTICLE IV   DEATH BENEFITS                                          22
4.1          Incidental Death Benefits for Eligible
             Spouse                                                  22
4.2          Death Benefits in Absence of Surviving
             Eligible Spouse                                         23
4.3          Special Military Death Benefit                          23
ARTICLE V    VESTING AND TERMINATION OF EMPLOYMENT                   23
5.1          Vested Interest                                         23
5.2          Method of Payment of Benefits to Member
             Separating from Service before Retirement Date          24
5.3          Lump Sum Cash-Out Distribution                          25
5.4          Buy-Back                                                25
5.5          Determination Of Present Value                          26
ARTICLE VI   LIMITATIONS ON BENEFITS, NON-DISTRIBUTION
             ALIENATION AND ASSIGNMENT, AND RIGHTS OF MEMBERS        26
6.1          Limitation on Benefits for Limitation Years
             Beginning Before July 1, 2007                           26
6.2          Limitation on Benefits for Limitation Years
             Beginning On or After July 1,2007                       33
6.3          Special Rules for Benefits Payable to
             Highly Compensated Employees                            33
6.4          No Assignment of Benefits                               33
6.5          Commencement of Benefits                                34
6.6          Minimum Distribution Requirements:                      35
6.7          Reversion                                               42
ARTICLE VII  CONTRIBUTIONS BY THE EMPLOYER                           43
7.1          Employer Contributions                                  43
7.2          Funding and Investment Policy                           43
7.3          Payment of Expenses                                     43





                                       i


                               TABLE OF CONTENTS
                                  (continued)

ARTICLE VIII AMENDMENT AND TERMINATION OF PLAN                       44
8.1          Right to Amend                                          44
8.2          Right to Terminate                                      44
8.3          Allocation upon Termination                             44
8.4          Vesting upon Termination or Partial Termination         44
8.5          Distributions upon Termination                          44
8.6          Reversions upon Termination                             45
ARTICLE IX   PLAN ADMINISTRATOR                                      45
9.1          Designation                                             45
9.2          Compensation and Records                                45
9.3          Duties and Powers; Claims Review Procedures             45
9.4          Authorization of Payments                               47
9.5          No Discrimination                                       47
9.6          Retention of Agents                                     47
ARTICLE X    THE TRUST FUND AND TRUSTEE                              47
10.1         General                                                 47
10.2         Disposition of Trust Fund                               47
10.3         Right of Removal                                        48
10.4         Powers of Trustee                                       48
10.5         Interest-Bearing Deposit With Employer                  48
10.6         Integration of Trust Agreement                          48
ARTICLE XI   MISCELLANEOUS PROVISIONS                                48
11.1         Prohibition Against Diversion                           48
11.2         Prudent Man Rule                                        48
11.3         Responsibilities of Parties                             48
11.4         Reports Furnished Members                               49
11.5         Reports Available to Members                            49
11.6         Reports Upon Request                                    49
11.7         Merger or Consolidation of Employer                     49
11.8         Plan Continuance Voluntary                              49
11.9         Suspension of Contributions                             50
11.10        Agreement Not An Employment Contract                    50
11.11        Facility of Payments                                    50
11.12        Unclaimed Benefits                                      50
11.13        Governing Law                                           50
11.14        Headings No Part of Agreement                           51
11.15        Merger or Consolidation of Plan                         51
11.16        Indemnification                                         51
11.17        Direct Transfer of Eligible Rollover
             Distributions                                           51
ARTICLE XII  TOP-HEAVY PROVISIONS                                    53
12.1         Application                                             53
12.2         Definitions                                             53
12.3         Accrual of Minimum Benefit                              54
12.4         Vesting                                                 54
12.5         Post-EGTRRA Top-Heavy Provisions.                       55
ANNEX A      AMENDMENTS REQUIRED UNDER SECTION 415
             REGULATIONS, PFEA AND WRERA                            A-1
ANNEX B      FUNDING-BASED LIMITS ON BENEFITS AND
             BENEFIT ACCRUALS                                       B-1




                                      ii


                    SOUTHWEST GEORGIA FINANCIAL CORPORATION
                            PENSION RETIREMENT PLAN


      THIS AMENDMENT AND RESTATEMENT is entered into effective as of
the 15 day of September, 2009, by and between SOUTHWEST GEORGIA FINANCIAL
CORPORATION, a holding company organized under the laws of the State of
Georgia (referred to herein as the "Employer"), and SOUTHWEST GEORGIA BANK
(referred to herein as the "Trustee").

                             W I T N E S S E T H:

      Effective January 1, 1976, the Plan was established by the
Employer to assist its Employees in providing a life income for their
support after they have retired from the employment of the Employer.

      Effective as of January 1, 2000, the Plan was amended and
restated to conform to the provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), the Employee Retirement Income Security Act of
1974 ("ERISA"), the pension provisions of the General Agreement on Tariffs
and Trade ("GATT"); the Uniformed Services Employment and Reemployment
Rights Act of 1994 ("USERRA"), the Small Business Job Protection Act of
1996 ("SBJPA"), the Tax Reform Act of 1997 ("TRA '97"), the Internal
Revenue Restructuring and Reform Act of 1998, and the Community Renewal Tax
Relief Act of 2000.

      Effective as of March 1, 2005, the Plan was amended and restated
to incorporate the prior amendments to the Plan, including certain
provisions required by the Economic Growth and Tax Relief Reconciliation
Act of 2001("EGTRRA"), and for certain other purposes (the "2005 Amendment
and Restatement").  The provisions of the 2005 Amendment and Restatement
only apply to those eligible employees who terminate employment with the
Employer on or after March 1, 2005, or such later date as may apply for a
provision which becomes effective after.  Benefits payable to or on behalf
of a Member who terminates employment prior to March 1, 2005 shall not be
affected by the terms of any Plan amendment adopted after such Member's
termination of employment, unless the amendment provides otherwise.

      Effective December 31, 2006, the Plan was frozen as provided
herein.  No new Members are allowed to enter the Plan after December 31,
2006 and, except as otherwise provided, no additional benefits shall accrue
under the Plan after December 31, 2006.

      The Employer now desires to amend and restate the Plan, effective
as of January 1, 2009 except as otherwise provided, to reflect good faith
compliance with final regulations under Code Section 415, the requirements
of the Pension Protection Act of 2006, the Worker, Retiree and Employer
Recovery Act of 2008, the Heroes Earnings Assistance and Relief Tax Act of
2008 and for certain other purposes.  Except as otherwise provided herein,
the provisions of the amended and restated Plan only apply to those
eligible employees who terminate employment with the Employer on or after
January 1, 2009 or such later date as may apply for a provision which
becomes effective after January 1, 2009.  Benefits payable to or on behalf
of a Member who terminates employment prior to January 1, 2009 shall not be
affected by the terms of any Plan amendment adopted after such Member's
termination of employment, unless the amended and restated Plan or
applicable law provides otherwise.
                                       1


                                   ARTICLE I

                         CONSTRUCTION AND DEFINITIONS

      Any words herein used in the masculine shall be read and construed in
the feminine where appropriate.  Words in the singular shall be read and
construed as though used in the plural in all cases where the context so
requires.

      As used herein, the following words and phrases shall have the
meanings specified below, unless a different meaning is plainly required by
the context:

      1.1 The term "Accrued Benefit" as of any date shall be, in the case of
a Member who is credited with at least one (1) Hour of Service on or after
January 1, 1988, equal to the Monthly Retirement Income calculated pursuant
to Section 3.2(b), 3.2(c), or 3.2(d) (using his Average Monthly Earnings as
of the date of calculation).  In no event, however, shall any Member's
Accrued Benefit as of:

            (a)	January 1, 1988, be less than it was on December 31, 1987;

            (b)	January 1, 2000 be less than it was on December 31, 1999; and

            (c)	January 1, 2001 be less than it was on December 31, 2000.

Notwithstanding the preceding, the Plan is frozen as of December 31, 2006,
as provided herein.

      1.2 The term "Actuarial Equivalent" shall mean a benefit of equivalent
value determined in accordance with the provisions of the Plan, as
certified by the Actuary.  Effective January 1, 2000, the term "Actuarial
Equivalent" shall mean a form of benefit differing in time, period or
manner of payment from a specific benefit provided under the Plan but
having the same value when computed using mortality according to the 1971
Group Annuity Mortality Table for males and an 8% per annum compounded
interest rate.  Notwithstanding the foregoing, for the purposes of
determining the amount of any lump sum payment under the Plan paid on or
after January 1, 2000, the mortality table shall be the table prescribed by
the Commissioner of Internal Revenue pursuant to Rev. Rul. 95-6 (as
hereafter amended or modified) and the interest rate shall equal the annual
rate of interest on 30-year Treasury securities as published by the
Commissioner of Internal Revenue for the second full calendar month
preceding the first day of the Plan Year during which occurs the date of
distribution commencement.  For purposes of determining the amount of any
lump sum payment under the Plan paid prior to January 1, 2000, the interest
rate shall be the Applicable Interest Rate under Section 5.5(d) of the
prior plan document and the 1971 Group Annuity Mortality Table for males.
Effective for distributions with an Annuity Starting Date on or after
December 31, 2002 but before January 1, 2008, the applicable mortality
table to be used for purposes of: (i) satisfying the requirements of Code
Section 417(e) as set forth in Sections 5.3 and 5.5 of the Plan; and
(ii) adjusting any benefit or limitation under Code Section 415(b)(2)(B),
(C), or (D) as set forth in Section 6.1 of the Plan, shall be the
applicable mortality table prescribed in Rev. Rul. 2001-62, the 1994 Group
Annuity Reserving Table (94 GAR).

                                       2


	Notwithstanding the foregoing, for the purposes of determining the
present value of a benefit payment that is subject to Code Section 417(e)
on or after January 1, 2008, the applicable interest rate shall be the
adjusted first, second, and third segment rates applied under the rules
similar to the rules of Code Section 430(h)(2)(C) for the second month
preceding the first day of the Plan Year in which the annuity starting
date occurs (stability period). For this purpose, the first, second, and
third segment rates are the first, second, and third segment rates which
would be determined under Code Section 430(h)(2)(C) if:

      (a) Code Section 430(h)(2)(D) were applied by substituting the average
          yields for the month described in the preceding paragraph for the
          average yields for the 24-month period described in such section,
          and

      (b) Code Section 430(h)(2)(G)(i)(II) were applied by substituting
          "Section 417(e)(3)(A)(ii)(II) for "Section 412(b)(5)(B)(ii)(II),"
          and

      (c) The applicable percentage under Code Section 430(h)(2)(G) is
          treated as being 20% in 2008, 40% in 2009, 60% in 2010, and 80%
          in 2011; and

the applicable mortality table shall be the annual mortality table,
modified as appropriate by the Secretary of the Treasury based on the
mortality table specified for the Plan Year under subparagraph (A) of Code
section 430(h)(3)  (without regard to subparagraph (C) or (D) of such
section) as published in rulings, notices or other guidance.  In the event
there is a change to the published mortality table, such change shall be
effective as of the latest permissible date as set forth in such published
rulings, notice or other guidance issued by the Secretary of the Treasury.

      1.3 The term "Actuary" shall mean an individual enrolled by the Joint
Board for the Enrollment of Actuaries under Section 3042 of the Employee
Retirement Income Security Act of 1974, as amended from time to time
("ERISA"), or a firm of actuaries, at least one of whose members has been
so enrolled.

      1.4	The term "Anniversary Date" shall mean January 1 of each
                year.

      1.5	The term "Annuity Starting Date" shall mean the first day
of the first period for which an amount is received or receivable as an
annuity or, in the case of a benefit not payable in the form of an annuity,
the first day on which all events have occurred which entitle the relevant
Member to such benefit.

      1.6 The term "Average Monthly Earnings" (as of any date specified in
the Plan provision in question) shall mean an Employee's average monthly
Earnings for the period of sixty (60) consecutive months within the
preceding ten (10) year period which shall produce the highest average for
him.  If the Employee has completed less than sixty (60) consecutive months
of service prior to the respective date, the term "Average Monthly
Earnings" shall mean the average of the Monthly Earnings for the months
immediately preceding such date.  Notwithstanding the foregoing, this Plan
shall only take into account the Monthly Average Earnings that are earned
for periods of service prior to the Freeze Date.
                                       3


      1.7 The term "Beneficiary" shall mean, in the case of a married
Member, the Eligible Spouse of such Member, provided the Eligible Spouse
survives the Member and does not consent to the designation of another
Beneficiary in accordance with Sections 3.6, or 5.2 of this Plan and Code
Section 417(a)(2)(A).  In the case of any other Member, the term
"Beneficiary" shall mean the person or persons, including any estate or
trust, designated from time to time by such Member (in such form as the Plan
Administrator may prescribe and with such priorities and conditions as the
Member shall specify and the Plan Administrator shall agree to) to receive
any death benefit that may be payable hereunder, if such person or persons
survive the Member and are in existence after the Member's death.  If a
deceased member is not survived by a Beneficiary determined under the above
provisions of this Section 1.7, or if no Beneficiary is effectively named
under the above provisions of this Section 1.7, the Beneficiary shall be
deemed to be the person or persons in the first of the following classes of
beneficiaries with one or more members of such class then surviving or in
existence;

            (a)	The Member's surviving Eligible Spouse;

            (b)	The Member's descendants, per stirpes; or

            (c) The Member's estate.

      1.8 The term "Board" or "Board of Directors" shall mean the Employer's
Board of Directors.

      1.9 The term "Break in Service" shall, as a general rule, mean a
12-month eligibility, vesting or benefit accrual computation period during
which the Employee has not completed more than 500 Hours of Service.  The
aggregate Break in Service shall be the number of consecutive 12-month
computation periods during which the Employee has not completed more than
500 Hours of Service.  If the respective 12-month computation periods is to
switch pursuant to the definition of Year of Service and if the Employee
does not complete more than 500 Hours of Service during the last 12-month
computation period that commences prior to the switch, the 12-month
computation period for determining whether the Employee incurs consecutive
one year Breaks in Service shall continue to be based on the 12-month
computation period in effect before the switch until more than 500 Hours of
Service are completed during one such 12-month computation period.

      Notwithstanding any provision of this Plan to the contrary, for
purposes of determining whether a Member incurs a Break in Service for the
respective computation period, such Member shall be credited with up to 501
Hours of Service for a "birth-related" absence.  For these purposes, an
Employee's absence from work shall be regarded as "birth-related" if it is
occasioned by that Employee's pregnancy, is by reason of the birth of a
child of that Employee or the placement of a child with the Employee in
connection with the adoption of such child by that Employee, or is for the
purpose of caring for such child for a period beginning immediately after
the birth or placement.  The Employee shall be credited with up to 501
Hours of Service which otherwise would normally have been completed by that
Employee but for such "birth-related" absence.  If it is not possible to
determine the Hours of Service which otherwise would normally have been
completed, that Employee shall be deemed to complete 8 Hours of Service for
each normal workday of absence, not to exceed 501 Hours of Service in the

                                       4


aggregate.  These Hours of Service shall be credited during the computation
period during which the absence begins if the Employee does not otherwise
complete more than 500 Hours of Service during that computation period;
otherwise, these Hours of Service shall be credited during the immediately
following computation period.  No credit shall be given for a "birth-
related" absence, however, unless the Employee furnishes to the Plan
Administrator such timely information as shall be reasonably necessary, in
the Plan Administrator's discretion, to establish the existence of a
"birth-related" absence and the length of that "birth-related" absence.

      Notwithstanding any provision of this Plan to the contrary, a Member
will not incur a Break in Service while on qualified military service in
accordance with the terms of Code Section 414(u)(8) and the provisions of
the Uniformed Services Employment and Reemployment Rights Act (USERRA).

      1.10 The term "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time.  All references herein to the Code shall be
deemed to refer to the Internal Revenue Code of 1986, and the regulations
established pursuant thereto, as they now exist or as they may hereafter be
amended.  Any reference herein to a specific section of the Code shall be
deemed to refer to such section and the regulations established pursuant
thereto, as they now exist or as they may hereafter be amended.

      1.11 The term "Death Benefit" shall mean any benefit paid to an
Eligible Spouse or Beneficiary at the death of a Member, Terminated Member,
or Retired Member, as provided under the terms of the Plan.

      1.12 The term "Early Retirement Date" shall mean, in the case of each
Member who has attained the age of 55 and has completed at least 15 Years
of Service, the first day of the month immediately following or coincident
with the later of (a) the date such Member leaves the employ of the
Employer in accordance with Section 3.4 hereof or (b) the date the Member
directs in writing shall be his Early Retirement Date.  Notwithstanding
anything herein to the contrary, for purposes of determining whether a
Member has satisfied the eligibility requirements for Early Retirement,  he
shall receive credit for all Years of Service completed after the Freeze
Date.

      1.13 The term "Earnings" shall mean compensation which is paid to a
Member by the Employer during the Plan Year and which is includable in the
Member's gross income for federal income tax purposes, as reported on the
Member's Form W-2; provided, however, that the following income shall be
excluded (i) any and all commission income and (ii) income from the
exercise of stock options, stock appreciation rights, restricted stock,
restricted stock units and similar grants.  Any amounts contributed by the
Employer on behalf of an Employee pursuant to a salary reduction agreement
which is not includable in the gross income of the Employee under Code
Sections 125, 132(f)(4), 401(k), 402(a)(8), 402(h) or 403(b) shall be
included in Earnings.  Prior to January 1, 1997, in the case of a Member
who is a member of the family of:  (i) a 5% owner or (ii) a Highly
Compensated Employee in the group consisting of the ten Highly Compensated
Employees paid the greatest annual earnings during such Plan Year, each as
determined under Section 414(q)(6) of the Code, as in effect prior to
January 1, 1997, the Member's annual Earnings, for all Plan Years prior to
January 1, 1997, shall include any annual Earnings received from the
Employer by such Member's spouse and any lineal descendants of the Member

                                       5


who have not attained age 19 before the close of such Plan Year.  The
Earnings of any Member taken into account in determining benefit accruals
under the Plan for any Plan Year beginning after December 31, 2001, shall
not exceed $200,000 as adjusted for cost-of-living increases in accordance
with Section 401(a)(17)(B) of the Code and such limit shall be
retroactively applied to determine such Member's benefit.  Thus Earnings of
any Member taken into account in determining benefit accruals under the
Plan for any Plan Year beginning after December 31, 2004, shall not exceed
$210,000.  Earnings means compensation during the Plan Year or such other
consecutive 12-month period over which compensation is otherwise determined
under the Plan (the determination period).  The $210,000 limit on earnings
shall be adjusted for cost-of-living increases in accordance with Code
Section 401(a)(17)(B).  The cost-of-living adjustment in effect for a
calendar year applies to Earnings for the determination period that begins
with or within such calendar year.  Notwithstanding the foregoing, this
Plan shall only take into account the Earnings that are earned for periods
of service prior to the Freeze Date and Earnings that are earned for
periods of service after the Freeze Date shall not be taken into account
for purposes of the Plan.

      1.14 The term "Effective Date" shall mean the date on which this
amendment and restatement is effective, January 1, 2009, except where
otherwise indicated in the text of this Plan.  The original effective date
of the Plan was January 1, 1976.

      1.15 The term "Eligible Spouse" shall mean the legally married spouse
of the Member at the earlier of the Member's date of death or the Member's
Annuity Starting Date, provided the Member and his spouse have been married
for at least one year as of such date.  However, if a Member marries within
one (1) year before his Annuity Starting Date and the Member and such
Spouse have been married for at least one (1) year on or before the date of
the Member's death, such persons shall be treated as having been married
one (1) year on the Member's Annuity Starting Date.

      1.16 The term "Employee" shall mean any person who is an Employee
(such term having its customary meaning) of the Employer and who is
receiving remuneration for personal services rendered to the Employer (other
than as an independent contractor).  In addition, the term Employee shall
include leased employees within the meaning of Code Section 414(n)(2)
unless (i) such leased employees constitute less than twenty percent (20%)
of the Employer's non-highly compensated work force within the meaning of
Code Section 414(n)(5)(C)(ii), and (ii) such leased employees are covered
by a plan described in Code Section 414(n)(5), in which event such leased
employees shall not be considered Employees for purposes of this Plan.
Leased employees shall not be eligible to participate in this Plan.
Further, the following Employees shall not be eligible to participate in
the Plan:

           (a) Employees whose terms and conditions of employment are
determined by collective bargaining with a union or an affiliate thereof
representing such persons and with respect to whom inclusion in the Plan
has not been provided for in the collective bargaining agreement;

           (b) Any individual who is an independent contractor.



                                       6


      An independent contractor who is recharacterized by the Internal
Revenue Service as a common law employee will not be considered as
described in paragraph (b) for periods on and after the recharacterization.
The individual also will not be considered as described in paragraph (b)
for periods before the characterization, unless the Employer has classified
the individual as an independent contractor in good faith, and the
individual was part of a group of independent contractors identified by
similar work requirements.  An individual's ineligibility under the
previous sentence has no bearing on whether the individual is an excludable
employee for purpose of the nondiscrimination tests under Code Sections
401(b) and 401(a)(4).

      1.17 The term "Employer" shall mean Southwest Georgia Financial
Corporation, its successors and assigns, and, subject to the provisions of
Section 11.7, any business into which the Employer may be merged or
consolidated or to which substantially all of its assets may be
transferred.  The term shall also mean Southwest Georgia Bank any other
affiliate of Southwest Georgia Financial Corporation which shall, with
Southwest Georgia Financial Corporation's prior written consent, adopt this
Plan, and any successor or assign of such an Employer.  In the event such
an affiliate does so become a participating employer, it shall contribute
to the Plan, and its Employees shall be entitled to benefits thereunder, in
accordance with its term, subject to the following special provisions:

           (a) The contribution of each Employer shall be equal to that
amount necessary to fund the benefits accrued by its Employees in
accordance with the funding methods and policies established under Article
VII hereof.
           (b) In computing the Hours of Service of a person who is in the
employ of only one of the Employers hereunder at the same time, the period
of service of such person with any of the Employers shall be counted, and a
transfer of an Employee from the employment of one Employer to the
employment of another shall not interrupt his service, nor shall such a
transfer constitute a termination of employment under the terms of this
Plan.
            (c) In the event of a transfer of any Member from the employment
of one employer to the Employment of another Employer, he shall be
considered and treated thereafter as a Member who is an Employee of the
Employer to which he is transferred, except, if such Member thereafter
forfeits all or a part of his interest under any of the provisions of the
Plan, the Plan Administrator shall divide such forfeiture for the purpose
of allocation in an equitable manner, considering all the circumstances,
between the two Employers.

      In the event of such a transfer, the contribution of each Employer
with respect to the accrued benefits of such transferring Member shall be an
amount determined by allocating the total contribution thus necessary to the
Employers on the basis of the amount of wages or salary earned with each such
Employer during its fiscal year in which the transfer takes place.

      1.18 The term "ERISA" shall mean the Employee Retirement Income
Security Act of 1974, as amended from time to time, and the regulations
established pursuant thereto, as they now exist or as they may hereafter be
amended.  Any reference herein to a specific section of ERISA shall be
deemed to refer to such section and the regulations established pursuant
thereto, as they now exist or as they may hereafter be amended.

                                       7


      1.19 The term "Forfeiture" shall mean the portion of a Member's
Accrued Benefit which is not vested in accordance with Section 5.1, and which
is applied as provided in the Plan to reduce Employer contributions which
would otherwise be required.

      1.19A  The term "Freeze Date" shall mean December 31, 2006, the date
on which the Plan is frozen for purposes of new Members and accrual of
benefits, as set forth herein.

      1.20 The term "Hour of Service" or "Hour" means:

           (a) Each hour for which an Employee is paid, or entitled to
payment, by the Employer for the performance of duties.  These hours shall
be credited to the Employee for the computation period in which the duties
are performed; and

           (b) Each hour for which an Employee is paid, or entitled to
payment, by the Employer on account of a period of time during which no
duties are performed (irrespective of whether the employment relationship
has terminated) due to vacation, holiday, illness, incapacity (including
disability), jury duty, military duty or leave of absence, provided,
however, that under this paragraph (2):

               (i) No more than 500 Hours of Service shall be credited for
     any single continuous period (whether or not such period occurs in a
     single computation period) during which the Employee performs no duties;

               (ii) No hours shall be credited if such payment is made or due
     under a plan maintained by the Employer solely for purposes of complying
     with applicable worker's compensation, unemployment insurance or
     disability insurance laws; and

               (iii) No hours shall be credited for a payment which reimburses
     an Employee for medical or medically related expenses incurred by the
     Employee; and

           (c) Each hour for which back pay, irrespective of mitigation of
damages, is either awarded or agreed to by the Employer.  These hours shall
be credited to the Employee for the computation period to which the award
or agreement pertains rather than the period in which the award, agreement,
or payment is made.  The same Hours of Service shall not be credited under
paragraphs (1) or (2), as the case may be, and this paragraph (3).
Crediting of hours for back pay awarded or agreed to with respect to
periods described in paragraph (2) shall be subject to the limitations of
that paragraph.

           (d) Hours of Service credited under the Plan shall be calculated
and credited subject to the rules and restrictions set forth in Department
of Labor Regulations Section 2530.200b-2(b), (c) and (f) which are
incorporated herein by this reference.

           (e) The method of determining Hours of Service under the Plan
shall be in accordance with Department of Labor Regulations Section
2530.200b-3 and shall be applied in a consistent and non-discriminatory
manner to Employees or classes of Employees.


                                       8


           (f) Notwithstanding the foregoing, neither an Employee nor a
Member shall earn or be credited with an Hour of Service after the Freeze
Date for purposes of determining eligibility to participate or to calculate
such Member's Accrued Benefit.  Following the Freeze Date, Hours of Service
shall continue to be counted for purposes of determining Years of Service
to determine a Member's Early Retirement Date pursuant to Section 1.12, his
Vested Interest determined pursuant to Section 5.1 and his eligibility for
an Early Retirement benefit pursuant to Section 3.4.

      1.21 The term "Key Employee" means an Employee defined in Code Section
416(i) and the Treasury regulations thereunder.  Generally, they shall
include any Employee or former employee (and his Beneficiaries) who, at any
time during the Plan Year or any of the preceding four Plan Years, is:

           (a) an officer of the Employer (as that term is defined within the
meaning of the regulations under Code Section 416) for any such Plan Year
having 415 Compensation greater than $135,000 (as adjusted under Code
Section 415(i)(1) for that Plan Year).

           (b) a "five percent owner" of the Employer.  "Five percent owner"
means any person who owns (or is considered as owning within the meaning of
Code Section 318) more than 5% of the outstanding stock of the Employer or
stock possessing more than 5% of the total combined voting power of all
stock of the Employer or, in the case of an unincorporated business, any
person who owns more than 5% of the capital or profits interest in the
Employer.  In determining percentage ownership hereunder, employers that
would otherwise be aggregated under Code Section 414(b), (c), and (m) shall
be treated as separate employers.

           (c) a "one percent owner" of the Employer having an annual 415
Compensation from the Employer of more than $150,000 as adjusted by the
Internal Revenue Service.  "One percent owner" means any person who owns
(or is considered as owning within the meaning of Code Section 318) more
than 1% of the outstanding stock of the Employer or stock possessing more
than 1% of the total combined voting power of all stock of the Employer or,
in the case of an unincorporated business, any person who owns more than 1%
of the capital or profits interest in the Employer.  In determining
percentage ownership hereunder, employers that would otherwise be
aggregated under Code Section 414(b), (c), and (m) shall be treated as
separate employers.  However, in determining whether an individual has 415
Compensation of more than $150,000 as adjusted by the Internal Revenue
Service, 415 Compensation from each employer required to be aggregated
under Code Section 414(b), (c), and (m) shall be taken into account.

      1.22 The term "Late Retirement Date" shall mean the first day of any
month which is subsequent to the Member's Normal Retirement Date and which
is coincident with or immediately following the day the Member terminates
employment with the Employer for any reason other than death.

      1.23 The term "Member" shall mean any Employee of the Employer who has
become a Member as provided in Article II hereof.

      1.24 The term "Monthly Earnings" shall mean 1/12th of Earnings as
defined in Section 1.15.  A Member's Monthly Earnings shall be
appropriately adjusted by the Plan Administrator to an annual basis if he
receives compensation for less than the full Plan Year.

                                       9


      1.25 The term "Monthly Retirement Income" shall mean a monthly income
due to, or with respect to, a Retired Member which shall commence as of his
Early, Normal, or Late Retirement Date, or which shall commence upon his
death pursuant to the terms of Section 4.1.  Such "Monthly Retirement
Income" shall continue for the period indicated in Article III or IV
hereof.

      1.26 The term "Normal Retirement Date" shall mean the first day of the
month coincident with or immediately preceding the Member's 65th birthday
("Normal Retirement Age").  A Member shall become fully vested and his
Accrued Benefit shall become nonforfeitable as of his Normal Retirement
Age.

      1.27 The term "Plan" shall mean the pension plan set forth herein, as
amended from time to time, which is known as the Southwest Georgia
Financial Corporation Pension Retirement Plan.

      1.28 The term "Plan Administrator" shall mean the individual or entity
(which may be a committee) which will be appointed by and serve at the
pleasure of the Employer to administer and manage the Plan in accordance
with Article IX.  In the event that the Employer has not appointed a Plan
Administrator, or in the event that the Plan Administrator appointed by the
Employer has resigned, been removed or is otherwise disabled from serving,
the term Plan Administrator shall mean the Employer.

      1.29 The term "Plan Year" shall mean the twelve month period beginning
on January 1 and ending on December 31, which shall also serve as the
"limitation year" for purposes of Section 415 of the Code.

      1.30 The term "Qualified Joint and Survivor Annuity" shall mean an
annuity for the life of the Member with a survivor annuity for the life of
his Eligible Spouse which is equal to fifty percent (50%) of the amount of
the annuity payable during the joint lives of the Member and his Eligible
Spouse, and which is the Actuarial Equivalent of a 5-year certain annuity
for the life of the Member.

      1.31 The term "Retired Member" shall mean any Member of the Plan who
has terminated his employment after qualifying for retirement under Section
3.2, 3.3, 3.4, or 3.5.  Retirement shall be considered to commence on the
day immediately following the Member's last day of employment by the
Employer or, if later, the last day of an authorized leave of absence.

      1.32 The term "Sylvester Plan" shall mean the Sylvester Banking
Company Pension Plan.

      1.33 The term "Sylvester Member" shall mean Members in this Plan who
are former members of the Sylvester Plan who became Members in the Plan as
of January 1, 2005 following the merger of the Sylvester Plan into the
Plan.
      1.34 The term "Terminated Member" shall mean a Member who does not
retire under Section 3.2, 3.3, 3.4, or 3.5 hereof or die under Section 4.1,
who incurs a one year Break in Service, and who has not again become an
active Member.

      1.35 The term "Total and Permanent Disability" or "Totally and
Permanently Disabled" shall mean a physical or mental condition which

                                      10


totally and presumably permanently prevents a Member from engaging in any
substantially gainful activity and which entitles the Member to payment
under the Employer-sponsored long-term disability insurance program,
assuming that such program is then maintained by the Employer and covers
the Member.

      1.36 The term "Trust Agreement" shall mean the Trust Agreement adopted
December 9, 1975, as in effect as of the effective date of this amendment
and restatement of the Plan.

      1.37 The term "Trustee" shall mean the trustee or trustees then
serving under the Trust Agreement.

      1.38 The term "Trust Fund" or "Fund" shall mean all contributions to
the Trust together with the earnings and increments thereon, less
disbursements made by the Trustee in accordance with the terms of this
Plan.

      1.39 The term "Year of Service" shall mean a 12-month computation
period during which an Employee completes 1,000 or more Hours of Service.
The computation period initially to be taken into account shall be the 12-
month period commencing with the Employee's first day of employment with
the Employer, whether or not such employment commenced prior to the
original effective date of the Plan.  Whether or not the Employee is
credited with at least 1,000 Hours of Service during this initial 12-month
computation period, the computation period shall thereafter be the first
calendar year commencing after the date such employment began and shall
include each calendar year thereafter.  In the event such Employee is
credited with at least 1,000 Hours of Service during the initial 12-month
computation period as well as during his first full calendar year of
employment, such Employee shall be credited with one Year of Service plus a
fraction of a Year of Service, the numerator of such fractional Year of
Service being the number of months during his first partial calendar year
of such employment during which he was credited with at least one (1) Hour
of Service, and the denominator of which is twelve (12).  If an Employee
completes at least 1,000 Hours of Service during such initial 12-month
period and such period overlaps two calendar years in neither of which has
the Employee completed at least 1,000 Hours of Service, he shall
nevertheless be credited with a Year of Service for the Plan Year in which
he becomes a Member of the Plan but shall not be credited with any
fractional Year of Service as described above.  However, in no event shall
this definition be applied to reduce the benefit of a Member under the Plan
computed as of December 31, 1987, using the definition of Years of Service
previously contained in the Plan.

      Notwithstanding any provision of this Section 1.39 or the Plan
generally to the contrary, a Member who is not credited with at least one
(1) Hour of Service on or after January 1, 1988, shall receive no credit,
for purposes of calculating his Monthly Retirement Income and Accrued
Benefit, for Hours of Service completed after his Normal Retirement Date.
Also, again notwithstanding any provision of this Section 1.39 or the Plan
generally to the contrary, if a Terminated Member is subsequently re-
employed and again becomes a Member, or if a Member's Break in Service
ceases where no termination of employment has occurred, his "Years of
Service" for vesting and benefit accrual purposes shall not include any
periods of employment prior to such re-employment or cessation of Break in

                                      11


Service only if (i) such Member's vested percentage pursuant to Section 5.1
was zero as of the date of termination or commencement of Break in Service,
and (ii) the Member's Breaks in Service as of his re-employment or
cessation of Break in Service equals or exceeds the greater of 5
consecutive years or his Years of Service for vesting purposes as of his
termination date or commencement of Break in Service.

      In computing Years of Service hereunder, the period of an Employee's
employment with any other member of a group of related employers which
includes the Employer shall be counted for participation and vesting
purposes (but not for accrual of benefits purposes unless such other
employer has also adopted the Plan), and a transfer of an Employee from the
employ of one such member to the employ of another member shall not
interrupt such Employee's service.  Related employers shall be determined
under Code Section 414(b), (c), (m) and (n), to include members of a
controlled group or corporations, trades or business under common control,
members of an affiliated service group, and entities related through the
leasing of employees.

      Notwithstanding anything herein to the contrary, no Member shall be
credited with any Years of Service after the Freeze Date for purposes of
calculating his Monthly Retirement Income and Accrued Benefit.  A Member
shall continue to receive credit for Years of Service completed after the
Freeze Date solely for purposes of determining the vested interest in his
Accrued Benefit as set forth in Section 1.12 and eligibility for Early
Retirement as set forth in Section 5.1.

                                  ARTICLE II

                       MEMBERSHIP IN THE RETIREMENT PLAN

      2.1 Initial Membership.  An Employee who was a Member under the prior
provisions of this Plan as of the date immediately preceding the Effective
Date shall remain a Member and shall continue to participate in accordance
with the provisions of this amended and restated Plan.  Notwithstanding any
provision to the contrary, no Employee shall become a Member in the Plan
after the Freeze Date.

      2.2 Resumption of Membership.  A Retired or Terminated Member who,
prior to the Freeze Date, returns to the employ of the Employer or
completes a Year of Service after incurring a Break in Service while still
employed by the Employer, shall again become a Member as of the Anniversary
Date occurring within the Plan Year in which he is re-employed or in which
he completes a Year of Service following the Break in Service, whichever is
applicable.  Any such Member's benefit payments shall thereupon be
suspended as provided in Section 3.7 of the Plan.  If a Retired or
Terminated Member is reemployed as an Employee prior to the Freeze Date and
continues in the employ of the Employer through the last day of the Plan
Year, such individual shall resume his Membership for the Plan Year of
employment, even though he completes not more than 500 Hours of Service
during such Plan Year.

      Notwithstanding anything herein to the contrary, a Retired or
Terminated Member who, after the Freeze Date, returns to the employ of the
Employer or completes a Year of Service after incurring a Break in Service
while still employed by the Employer, shall not resume Membership in the

                                      12


Plan; provided, however, such Member may receive credit for additional
Years of Service upon reemployment to the extent provided herein.

      2.3 Termination.  Membership in this Plan shall continue until such
Member incurs a Break in Service, retires in accordance with Section 3.2,
3.3, 3.4, or 3.5, dies or becomes a Terminated Member as contemplated in
Section 5.1 of the Plan.

      2.4 Membership Requirement Effective as of May 1, 1999.
Notwithstanding Section 2.1, effective May 1, 1999, any Employee who is
employed exclusively on a commissioned basis shall not be eligible to
participate in the Plan.

      2.5 Qualified Military Services.  Notwithstanding any provisions of
this Plan to the contrary, contributions, benefits and service credit with
respect to qualified military service will be provided in accordance with
Code Section 414(u).

      2.6 Moultrie Insurance Agency Membership.  Prior to the Freeze Date
and subject to Section 2.4, an Employee who had been employed by Southwest
Georgia Insurance Services, Inc. (a/k/a Moultrie Insurance Agency) on or
after May 1, 1999 became a Member on the date he first was employed by an
Employer and met the requirements of Section 2.1 where Years of Service
included service under Southwest Georgia Insurance Services, Inc. from and
after May 1, 1999 so long as it did not otherwise duplicate Service under
this Plan.  No individual can become a Member in this Plan after the Freeze
Date.

      2.7 Waiver of Participation.  An Employee, leased employee, independent
contractor, Beneficiary or other person with any claim to benefits under
the Plan who provided the Plan Administrator with a knowing, voluntary and
irrevocable waiver of benefits under the Plan in a form satisfactory to the
Plan Administrator was not be eligible to participate in or receive
benefits from the Plan and was for all purposes treated as ineligible.

      2.8 Empire Financial Services, Inc. Membership.  Effective January 1,
2002, Empire Financial Services, Inc., a subsidiary company of Southwest
Georgia Financial Corporation, became an adopting Employer in accordance
with Section 1.17 of the Plan.  Effective January 1, 2002 and prior to the
Freeze Date, Employees of Empire Financial Services were eligible to
participate in the Plan provided, however, that service under the Empire
Financial Services, Inc. Profit Sharing Plan shall be recognized for
eligibility and vesting but not for accrual of benefits under the Plan.  No
individual can become a Member in this Plan after the Freeze Date.

      2.9 Sylvester Banking Company Membership.  Effective as of
February 27, 2004, the service of Employees who were employed by Sylvester
Banking Company on the immediately preceding day will be counted as Hours
of Service for purposes of determining eligibility under the Plan.  Such
Employees who met the Plan's eligibility service requirements on February
27, 2004 were immediately eligible to participate in the Plan.  In addition
prior service with Sylvester Banking Company shall be recognized for
calculating vesting but not for purposes of determining a Member's Accrued
Benefit under the Plan (except as provided in Section 2.10 with respect to
the Member's benefit under the Sylvester Plan).


                                      13


      2.10 Sylvester Banking Company Pension Plan.  Each participant in the
Sylvester Banking Company Pension Plan (the "Sylvester Plan") as of the
close of business on December 31, 2004, shall, in connection with the
merger of the Sylvester Plan into the Plan, become a Member in the Plan
effective as of the earlier of the date specified in Section 2.9 or the
close of business on December 31, 2004.  The Plan Administrator shall
maintain records adequate to permit the determination of the amounts
transferred attributable to a Sylvester Member's frozen accrued benefit
under the Sylvester Plan.

                                  ARTICLE III

                           MONTHLY RETIREMENT INCOME

      3.1 General.  Any Member who terminates his employment with the
Employer on or after his Early, Normal, or Late Retirement Date or by
reason of Total and Permanent Disability shall qualify for retirement under
Sections 3.2, 3.3, 3.4, or 3.5, and his Accrued Benefit shall be fully
vested.  Monthly Retirement Income payable under the terms of this Article
shall be subject to the restrictions and limitations of Article VI and
shall be paid by the Trustee only by or at the direction of the Plan
Administrator.  Neither the Employer, the Plan Administrator, nor the
Trustee shall be under any obligation to pay any Monthly Retirement Income
other than from the Trust Fund.

      3.2 Normal Retirement.

          (a) Benefit Computations Prior to January 1, 1988 [Historical
provision].  Each Member who is not credited with at least one (1) Hour of
Service on or after January 1, 1988, who lives to his Normal Retirement
Date and who retires on such date shall be entitled to a monthly retirement
benefit, commencing on his Normal Retirement Date, equal to the greater of
(1) $100 or (2) 20% of his Average Monthly Earnings, plus 15% of his
Average Monthly Earnings in excess of $1,000, plus .5% of his Average
Monthly Earnings multiplied by his Years of Service as of his Normal
Retirement Date.  Such monthly retirement benefit is then multiplied by a
fraction, the numerator of which is such Member's Years of Service as of
the date of calculation and the denominator of which is such Member's Years
of Service at his Normal Retirement Date if he were to live and remain in
the employ of the Employer until his Normal Retirement Date.  If the Member
has less than 15 Years of Service his monthly retirement benefits as
determined under (1) or (2) above shall be reduced by 1/15th for each Year
of Service less than 15, but such reduction shall in no event reduce the
Member's monthly retirement benefit to less than two percent (2%) of his
Average Monthly Earnings for each Year of Service not in excess of ten (10)
Years of Service.  All such monthly benefits shall be computed to nearest
dollar, with fifty cents ($.50) being regarded as the next higher dollar.

          (b) Benefit Computations After December 31, 1987 And Prior to
January 1, 1989 [Historical provision].  In the case of a Member who
retires on his Normal Retirement Date and who is credited with at least one
(1) Hour of Service on or after January 1, 1988 but is not credited with
(1) Hour of Service on or after January 1, 1989, such Member shall be
entitled to a monthly retirement benefit commencing on his Normal
Retirement Date equal to (1) a basic monthly benefit of thirty-five percent
(35%) of such Member's Average Monthly Earnings plus (2) an excess benefit

                                      14


equal to three-fourths of one percent (.75%) of such Average Monthly
Earnings in excess of one thousand six hundred sixty-six dollars and sixty-
seven cents ($1,666.67) multiplied by the Member's Years of Service not in
excess of thirty-five (35) Years of Service.  Such monthly retirement
benefit is then multiplied by a fraction, the numerator of which is such
Member's Years of Service as of the date of calculation and the denominator
of which is such Member's Years of Service at his Normal Retirement Date if
he were to live and remain in the employ of the Employer until his Normal
Retirement Date.  The Member's total monthly benefit so computed shall be
reduced by 1/15th for each Year of Service fewer than 15 credited to such
Member.  Provided, however, that in no event shall the application of this
Section 3.2(b) result in a Member's Accrued Benefit on or after January 1,
1988, being less than such Member's Accrued Benefit determined as of
December 31, 1987, based upon such Member's Years of Service and Average
Monthly Earnings as of December 31, 1987.

          (c) Benefit Computations After December 31, 1988 and Prior to
January 1, 2001 [Historical provision].  In the case of a Member who
retires on his Normal Retirement Date (or otherwise terminates employment)
and who is credited with at least one (1) Hour of Service on or after
January 1, 1989 but is not credited with (1) Hour of Service on or after
January 1, 2001, such Member shall be entitled to a monthly retirement
benefit commencing on his Normal Retirement Date equal to the sum of (i)
and (ii):
              (i)  a basic monthly benefit of thirty-five percent (35%) of
     such Member's Average Monthly Earnings multiplied by:

                   (1) his Years of Service as of his date of termination of
                       employment or other termination of Service divided by
                       the Years of Service he would have if he continued in
                       employment to his Normal Retirement Date; and

                   (2) a fraction equal to the Years of Service he would have
                       if he continued in employment to his Normal Retirement
                       Date divided by 15; provided that this fraction is only
                       applied to a Member if he would have fewer than fifteen
                       (15) Years of Service at his Normal Retirement Date (or
                       if he is employed after his Normal Retirement Date, at
                       his Late Retirement Date);

              (ii) an excess benefit equal to .72%, subject to Section
     3.2(h), of such Average Monthly Earnings in excess of one thousand four
     hundred sixteen dollars and sixteen cents ($1,416.16) multiplied by the
     Member's Years of Service at his date of termination or other
     termination of Service not in excess of thirty-five (35) Years of
     Service.

      In no event shall the application of this Section 3.2(c) result in
a Member's Accrued Benefit on or after January 1, 1989, being less than
such Member's Accrued Benefit determined as of December 31, 1988, based
upon such Member's Years of Service and Average Monthly Earnings as of
December 31, 1988.

          (d) Benefit Computations After December 31, 2000 [Current
Provision].


                                      15


              (i) In the case of a Member who is not a Sylvester Member and
     who retires on his Normal Retirement Date (or otherwise terminates
     employment) and who is credited with at least one (1) Hour of Service
     on or after January 1, 2001, such Member shall be entitled to a monthly
     retirement benefit commencing on his Normal Retirement Date equal to
     the sum of (1) and (2) below.

                  (1) The Member's Accrued Benefit as of December 31, 2000
                      determined as if such date were a date of termination
                      of employment but with Average Monthly Earnings
                      determined as of the date of actual termination of
                      employment.

                  (2) 46% of the Member's Average Monthly Earnings multiplied
                      by

                      (A) the ratio of the Member's Years of Service since
                          January 1, 2001 divided by all Years of Service;
                          and

                      (B) a fraction equal to the Years of Service he would
                          have if he continued in employment to his Normal
                          Retirement Date divided by 25; provided this
                          fraction is only applied to a Member if he would
                          have fewer than twenty-five (25) Years of Service
                          at his Normal Retirement Date (or if he is employed
                          after his Normal Retirement Date, at his Late
                          Retirement Date).

              (ii) Normal Retirement Benefit.  Each Sylvester Member shall
     be entitled to a monthly retirement benefit commencing on his Normal
     Retirement Date equal to:

                   (1) the Member's frozen accrued benefit under the Sylvester
                       Plan converted using the Sylvester Plan's actuarial
                       assumptions to a 5-year certain and life monthly
                       retirement income, plus

                   (2) (A) 46% of such Member's Average Monthly Earnings,
                   multiplied by

                       (B)     an accrual fraction equal to the Member's
                               Years of Service completed after March 1, 2004,
                               divided by the Member's Years of Service at his
                               Normal Retirement Date, if he were to live and
                               remain in the employ of the Employer until his
                               Normal Retirement Date (excluding any years of
                               service performed for Sylvester), multiplied by
                       (C)     an accrual fraction equal to the Member's Years
                               of Service at his Normal Retirement Date not in
                               excess of 25, divided by 25. Provided however,
                               that in no event shall the application of this
                               Section 3.2(d)(ii) result in a Sylvester
                               Member's Accrued Benefit on or after
                               March 1, 2004, being less than such Sylvester


                                      16


                               Member's Accrued Benefit determined as of
                               February 27, 2004 based upon such Sylvester
                               Member's Years of Service and Average Monthly
                               Earnings as of February 27, 2004.

          (e) Retired Members Entitled to Greater of Past or Current Benefit
Formula.  For Plan Years beginning on or after January 1, 1990, any Member
who terminated employment prior to 1988 and who is entitled to a retirement
benefit shall have his retirement benefit recomputed under both the pre-
1988 benefit formula contained in Section 3.2(a) and the post-1987 benefit
formula contained in Section 3.2(b), and shall be entitled to receive,
prospectively from January 1, 1990 forward only, the greater of the
retirement benefits calculated under Sections 3.2(a) or 3.2(b) above.  In
no event shall the recomputation of a Member's retirement benefit cause or
permit a Member to change the method of benefit payment such Member
previously elected pursuant to Section 3.6.

          (f) Form of Normal Retirement Benefit.  The monthly retirement
benefit shall be expressed in the form of a 5-year certain annuity for the
life of the Member, although the actual form of payment shall be in
accordance with the terms of Section 3.6.

          (g) Effective as of January 1, 1989, a Member's benefit under this
Section 3.2 shall in no event be less than the Member's early retirement
benefit calculated under Section 3.4.

          (h) Effective as of January 1, 1989 and as applicable to a benefit
determined under Section 3.2(c), if the Member commences benefits under the
Plan prior to the Member's reaching his Social Security Retirement Age (as
hereinafter defined) the .72% excess integration factor in Section 3.2(c)
shall be replaced by .67% if the Social Security Retirement Age is 66 and
..62% if the Social Security Retirement Age is 67.  The "Social Security
Retirement Age" shall be as follows:

              (i) age 65 in the case of a Member who attains age 62 before
January 1, 2000;

              (ii) age 66 in the case of  a Member who attains age 62 after
    December 31, 1999, but before January 1, 2017; and

              (iii) age 67 in the case of a Member who attains age 62 after
December 31, 2016.

          (i) Effective as of January 1, 1989, this subsection shall apply
to a Member who is (i) credited with a Year of Service both before 1994 and
after 1993; and (ii) whose annual compensation in one or more Plan Years
prior to January 1, 1994 exceeded the limit in Code Section 401(a)(17) in
effect on January 1, 1994.  Such Member's benefit under the Plan shall be
the greater of:

              (i) such Member's Accrued Benefit as of December 31, 1993; and

              (ii) such Member's Accrued Benefit as of his actual date of
termination of employment or retirement using the benefit formula in
Section 3.2(c) based on the Member's total Years of Service.


                                      17


      3.3 Late Retirement.  Subject to applicable law and the Employer's
personnel policies, a Member may remain in the employ of the Employer after
his Normal Retirement Date, in which event no Monthly Retirement Income
shall be paid prior to the Member's Late Retirement Date.  If a Member does
continue his employment with the Employer beyond his Normal Retirement
Date, he shall be entitled to a monthly retirement benefit, commencing on
his Late Retirement Date, equal to the monthly retirement benefit which he
would have received under Section 3.2 if he had retired on his Normal
Retirement Date, taking into account his Years of Service and Average
Monthly Earnings as of his Normal Retirement Date and assuming that the
form of payment ultimately received under Section 3.6 began as of his
Normal Retirement Date; provided, however, that a Member who is credited
with at least one (1) Hour of Service on or after January 1, 1988, shall be
entitled on his Late Retirement Date to the greater of his Monthly
Retirement Income computed in the manner provided in Section 3.2(b),
3.2(c), or 3.2(d) but by taking into account his Years of Service,
including Years of Service credited after his Normal Retirement Date,
(subject, however, to any applicable Year of Service maximums) and Average
Monthly Earnings as of his Late Retirement Date or the Actuarial Equivalent
of the monthly retirement benefit which he would have received under
Section 3.2 if he had retired on his Normal Retirement Date.  The monthly
retirement benefit shall be expressed in the form of a 5-year certain
annuity for the life of the Member, although the actual form of payment
shall be in accordance with the terms of Section 3.6.  Notwithstanding the
foregoing, except as otherwise provided in Section 6.5 or under applicable
law, effective on and after the Freeze Date, the Member shall not be
entitled to any additional Actuarial Equivalent increase in the Monthly
Retirement Income to which he otherwise would have been entitled at his
Normal Retirement Date or any increase in Monthly Retirement Income based
on his compensation and service after the Freeze Date.

      3.4 Early Retirement.  A Member who is at least age 55 and has
completed at least 15 Years of Service shall be eligible for early
retirement and thus shall be fully vested.  If a Member does take early
retirement, he shall be entitled to a monthly retirement benefit,
commencing on his Normal Retirement Date, equal to his Accrued Benefit as
of his Early Retirement Date.  Alternatively, if the Member elects to have
his monthly retirement benefit begin before his Normal Retirement Date,
such Member shall be entitled to a monthly retirement benefit equal to the
monthly retirement benefit which would otherwise commence as of his Normal
Retirement Date, reduced by five twelfths (5/12ths) of one percent (1%) for
each month that the commencement date of such payments precedes the
Member's Normal Retirement Date.  All such monthly benefits shall be
computed to the nearest dollar, with fifty cents ($.50) being regarded as
the next higher dollar.  The monthly retirement benefit shall be expressed
in the form of a 5-year certain annuity for the life of the Member,
although the actual form of payment shall be elected in accordance with the
terms of Section 3.6.  Notwithstanding anything herein to the contrary,
solely for purposes of determining a Member's eligibility for Early
Retirement and his Early Retirement Date, Years of Service shall include
Years of Service credited after the Freeze Date in accordance with the
provisions of the Plan.

      3.5	Disability Retirement.  If a Member becomes Totally and
Permanently Disabled after completing at least 10 Years of Service and prior
to the Freeze Date, and if he remains Totally and Permanently Disabled

                                      18


until his Normal Retirement Date, such Member shall be entitled to a monthly
retirement benefit, commencing on his Normal Retirement Date, computed as
of the date such Member incurs a Total and Permanent Disability, in an
amount equal to the monthly retirement benefit to which he would have been
entitled under Section 3.2 if he had continued to work until his Normal
Retirement Date and his Average Monthly Earnings continued at the same
level as in effect at the time of the Total and Permanent Disability.

      Total and Permanent Disability shall be considered to have ended and
entitlement to a disability retirement pension shall cease if, prior to his
Normal Retirement Date, the Member is reemployed by the Employer or loses
his entitlement to payments under all Employer-sponsored long-term
disability insurance programs under which he was covered at the time of his
Total and Permanent Disability.  If entitlement to a disability retirement
pension ceases in accordance with the provisions of this paragraph for a
reason other than reemployment by the Employer, such Member shall not be
prevented from qualifying for a Monthly Retirement Income under another
provision of the Plan, based upon his Years of Service, Average Monthly
Earnings, and age at the time of disability retirement, but such Member's
period of Total and Permanent Disability shall not be counted in
calculating his Years of Service.  If a Member recovers from Total and
Permanent Disability and returns to employment with the Employer prior to
the Freeze Date, his subsequent entitlement to a Monthly Retirement Income
shall be determined in accordance with the provisions of the Plan, based
upon his Years of Service, Average Monthly Earnings, and age, and the
period of Total and Permanent Disability shall be counted in calculating
his Years of Service.

      3.6 Method of Payment of Retirement Benefits.

          (a) Monthly Retirement Benefit of the Normal Form.  Except as
otherwise provided with respect to married Members in Section 3.6(b) and
the election of an optional form of payment in Section 3.6(c), a Member
entitled to retirement, termination or disability benefits hereunder shall
receive such benefits in the form of a 5-year certain annuity for the
lifetime of the Member.

          (b) Qualified Joint and Survivor Annuity for Married Members.
Benefits of any Member who has an Eligible Spouse on the Annuity Starting
Date shall be paid, unless the Member otherwise elects in the manner set
forth below, in the form of a Qualified Joint and Survivor Annuity, which
shall be the Actuarial Equivalent of the normal form of monthly retirement
benefit, providing periodic payments for the life of the Member with a
fifty percent (50%) contingent survivor annuity for the benefit of his
Eligible Spouse.  The Plan Administrator shall establish an election period
of at least one hundred and eighty (180) days (ninety (90) days for
elections prior to January 1, 2007) prior to the date on which Qualified
Joint and Survivor Annuity payments are to commence and shall provide each
Member with a written explanation of (i) the terms and conditions of the
Qualified Joint and Survivor Annuity; (ii) the Member's right to make, and
the effect of, an election to waive the Qualified Joint and Survivor
Annuity; (iii) the rights of the Member's Eligible Spouse; (iv) the right
to make, and the effect of, a revocation of a previous election to waive
the Qualified Joint and Survivor Annuity; and (v) the relative values of
the various optional forms of payment under the Plan; provided, however,
with respect to the written explanation of the Qualified Joint and Survivor

                                      19


Annuity with an Annuity Starting Date on and after February 1, 2006, the
relative values of the various optional forms of benefit under the Plan
shall be made in a manner that would satisfy the notice requirements of
Code Section 417(a)(3) and Treasury Regulations Section 1.417(a)-3.  For
notices given in Plan Years beginning after December 31, 2006, such
notification shall also include a description of the Member's right to
defer receipt of his or her benefit and how much larger benefits will be if
the commencement of distributions is deferred.  Any election is revocable
by the Member if revoked in a writing delivered to the Plan Administrator
within such election period.  A Member who is eligible for a benefit shall
be permitted to elect any of the optional forms in (c) below (subject to
the requirements of such forms).

              (i) An election by a married Member to receive his retirement
     benefits in a form other than a Qualified Joint and Survivor Annuity
     shall not take effect unless:

                  (1) the Member's Eligible Spouse consents in writing to
                      such election, and the Eligible Spouse's consent
                      acknowledges the effect of such election and is
                      witnessed by a notary public or an official
                      designated by the Plan Administrator;

                  (2) it is established to the satisfaction of the Plan
                      Administrator that the Eligible Spouse's consent
                      cannot be obtained because there is no Eligible
                      Spouse, because the Eligible Spouse cannot be
                      located, or because of such other circumstances
                      as the Secretary of the Treasury may prescribe by
                      Regulations; or

                  (3) for elections made on or after January 1, 2008 with
                      respect to Annuity Starting Dates beginning on or
                      after January 1, 2008, the optional form of payment
                      elected by such married Member is set forth in Section
                      3.6(c)(iii).

      Consent by an Eligible Spouse, or establishment that an
Eligible Spouse's consent cannot be obtained, shall be effective only
with respect to such individual spouse.

          (c) Election of Optional Forms of Payment.  A Member entitled to
benefits payable in the form of equal monthly installments for such
Member's life or a married Member's electing (with the written consent of
such Member's Eligible Spouse) not to receive a Qualified Joint and
Survivor Annuity, may elect to have his retirement benefit payable under
one of the Optional Forms of Payment, set forth below, which is the
Actuarial Equivalent of his Normal Retirement Benefit pursuant to Section
3.2 hereof:

              (i) An annuity for the Member's life alone;

              (ii) An annuity for the Member's life, with payments
     guaranteed for 5 or 10 years; or



                                      20


              (iii) An annuity for the Member's life, with a survivor
     annuity for the Member's Eligible Spouse which is 100% or 75% of
     the annuity which is payable during the joint lives of the Member
     and his Eligible Spouse. Notwithstanding the foregoing, the written
     consent of such Member's Eligible Spouse is not required to the
     election by a Member of the optional form of payment under this
     Section 3.6(c)(iii) for distributions with Annuity Starting Dates
     beginning on or after January 1, 2008.

          (d) Lump Sum Cash-Out Distribution.  Notwithstanding any other
provision of this Section 3.6, if the Actuarial Equivalent present value of
the Member's benefit is less than  $5,000, and if benefit payments have not
begun and the Member's Annuity Starting Date has not been reached, the Plan
Administrator shall distribute such benefits in a lump sum to the Member or
his Beneficiary.  For these purposes, the present value of the Member's
Monthly Retirement Income shall be calculated in accordance with Section
5.5 of the Plan.  In the event of a distribution under this Section 3.6(d)
in excess of $1,000, if the Member does not elect to have such distribution
paid directly to an Eligible Retirement Plan specified by the Member in a
Direct Rollover in accordance with Section 11.17 or to receive the
distribution directly, then the Plan Administrator will pay the
distribution in a Direct Rollover to an Eligible Retirement Plan designated
by the Plan Administrator.

          (e) Election Period - Any election of a payment option other than
a Qualified Joint and Survivor Annuity (or a revocation of same) by a
Member must be made in writing filed with the Plan Administrator within an
election period commencing on the date which is nine (9) months prior to
the Member's retirement date and terminating sixty (60) days prior to the
date upon which his benefits actually commence (the "Election Period").
Information pertaining to this election shall be delivered to the Member on
or before the commencement date of the Election Period.  The Member must
request any additional information he may desire within a sixty (60) day
period commencing on the date this information is mailed or delivered to
him.  Notwithstanding anything in this Section 3.6(e) to the contrary, the
Election Period shall in all cases include the sixty-day period following
the date upon which the additional information timely requested by a Member
was mailed or delivered to him.

      Notwithstanding the preceding paragraph or Section 3.6(b),
effective January 1, 1997, the written explanation described in Code
Section 417(a)(3)(A) may be provided after the Annuity Starting Date.  The
90-day applicable election period to waive the Joint and Survivor Annuity
described in Code Section 417(a)(6)(A) shall not end before the 30th day
after the date on which such explanation is provided.  The Secretary of the
Treasury may, by regulations, limit the period of time by which the Annuity
Starting Date precedes the provision of the written explanation other than
by providing that the Annuity Starting Date may not be earlier than
termination of employment.

            Effective January 1, 1997, a Member may elect (with any
applicable spousal consent) to waive any requirement that the written
explanation be provided at least 30 days before the Annuity Starting Date
(or to waive the 30-day requirement under the above paragraph) if the
distribution commences more than 7 days after such explanation is provided.


                                      21


          (f) Death After Commencement of Benefits.  If the Member dies
after the commencement of the distribution of benefits but prior to the
distribution of all benefits payable under the respective settlement
option, the distribution shall continue to the Beneficiary pursuant to the
form of payment selected by the Member under this Section 3.6.

      3.7 Suspension Of Benefits.  Except as provided in Section 3.5, if a
Retired or Terminated Member is receiving benefit payments from or on
behalf of the Plan on account of such retirement or termination, such
benefit payments shall immediately cease upon re-employment, and, except as
provided in Section 5.4, the total benefits theretofore paid to such Member
shall actuarially reduce any subsequent benefit payments which may be due
or may become due to such Member under the Plan.  Any benefits thereafter
payable to such Member shall be paid as otherwise provided in the Plan.  No
payment will be withheld under this Section unless the Plan notifies the
Member, in accordance with the requirements of ERISA Section 203(a)(3)(B)
and the regulations thereunder, that such Member's benefits are suspended.
To the extent required by ERISA, this Section 3.7 shall apply to Members
who continue employment past their Normal Retirement Date as provided in
Section 3.3.

                                  ARTICLE IV

                                DEATH BENEFITS

      4.1 Incidental Death Benefits for Eligible Spouse.

          (a) If a Member dies while actively employed and prior to becoming
a Retired Member or Terminated Member and prior to the commencement of
benefits pursuant to Article III or V, Death Benefits shall be payable to
the deceased Member's Eligible Spouse, if any.  The surviving Eligible
Spouse may elect between the following:

              (i) A monthly retirement benefit, commencing on what would have
     been the Member's Normal Retirement Date (or his Late Retirement Date if
     the Member works beyond his Normal Retirement Date), equal to the amount
     which would have been payable to the Spouse under the Qualified Joint
     and Survivor Annuity provided in Section 3.6(b) if the Member had
     terminated his employment on the date of his death, had then lived until
     his Normal Retirement Date and begun to receive Monthly Retirement Income
     in the form of a Qualified Joint and Survivor Annuity on that date, and
     had died on the day after the commencement of benefits; or

              (ii) a monthly retirement benefit, commencing on the first day
     of any month on or after what would have been the Member's 55th birthday
     and before what would have been the Member's Normal Retirement date,
     equal to the amount which would have been payable to the Eligible Spouse
     under the Qualified Joint and Survivor Annuity provided in Section 3.6(b)
     if the Member had terminated his employment on the date of his death, had
     then lived until the date on which benefits actually commence under this
     item (ii) and had begun to receive Monthly Retirement Income in the form
     of a Qualified Joint and Survivor Annuity on that date, and had died on
     the day after the commencement of benefits.

      In the absence of an affirmative written election by the Spouse,
Death Benefits shall be payable to the surviving Eligible Spouse in

                                      22


accordance with item (i), above, if the Member dies on or after his Normal
Retirement Date.  Otherwise, Death Benefits shall be payable in accordance
with item (ii), above, with the payment of benefits commencing on the first
day of the month coincident with or immediately following the Member's 55th
birthday if he dies before age 55 or commencing on the first day of the
month coincident with or immediately following the date of the Member's
death if he was at least age 55 at the time of his death.

      All such monthly benefits shall be computed to the nearest
dollar, with fifty cents ($.50) being regarded as the next higher dollar.
The monthly retirement benefit shall continue for the life of the Spouse
alone.  The death of the Spouse, whether before or after the commencement
of monthly benefits, shall terminate the right to any Death Benefits for
any month after the Spouse's death.

          (b) Lump Sum Cash-Out Distribution.  Notwithstanding any other
provision of this Section 4.1 to the contrary, if the Actuarial Equivalent
present value of the Member's Death Benefits are less than $5,000, and if
benefit payments have not begun and the Member's Annuity Starting Date has
not been reached, the Plan Administrator, shall distribute such Death
Benefits in a lump sum to the surviving Eligible Spouse of the deceased
Member.  For these purposes, the present value of the Member's Death
Benefits shall be calculated in accordance with Section 5.5 hereof.

      4.2 Death Benefits in Absence of Surviving Eligible Spouse.  If a
deceased Member is not survived by an Eligible Spouse, no Death Benefits
shall be payable under this Plan with respect to a deceased Member who is
not a Retired Member or Terminated Member at the time of his death and who
is not eligible for retirement under Sections 3.2, 3.3, or 3.4 at the time
of his death.  If a deceased Member who is not survived by an Eligible
Spouse and who is not a Retired Member or Terminated Member, would have
been eligible for normal, late or early retirement under Sections 3.2, 3.3,
or 3.4, respectively, at the time of his death, his Beneficiary shall
receive as Death Benefits a monthly amount for 60 months equal to the
monthly retirement benefit which the Member would have received if he had
retired as of the date of his death and had begun to receive Monthly
Retirement Income in the form of a 5-year certain annuity for the life of
the Member, commencing on the first day of the month following the month in
which his death occurs.

      4.3 Special Military Death Benefit.  Effective as of January 1, 2007,
the death benefit provided in Section 4.1 and 4.2 shall be provided to any
active Member who dies while in military leave to the extent required by,
and in accordance with the mandatory provisions of, the Heroes Earnings
Assistance and Relief Tax Act of 2008, including treating any such Member
as if they had returned to active employment with the Employer and then
terminated employment as a result of death for purposes of any additional
survivor benefits provided under the Plan.


                                   ARTICLE V

                     VESTING AND TERMINATION OF EMPLOYMENT

      5.1 Vested Interest.  Whenever a Member, for reasons other than actual
retirement under Sections 3.2, 3.3, 3.4, or 3.5 hereof or death under

                                      23


Article IV, incurs a one year Break in Service, he shall cease to be an
active Member and shall become a Terminated Member.  Subject to the
limitations and restrictions of Article VI, each Terminated Member who is
not thereafter credited with any additional Year(s) of Service shall be
entitled at his Normal Retirement Date to receive Monthly Retirement Income
equal to the vested percentage of his Accrued Benefit as of his date of
termination.

      The vested percentage of any Terminated Member who is credited with
at least one (1) Hour of Service on or after January 1, 1989, shall be
determined in accordance with the following schedule:

<TABLE>
<CAPTION>

<S>                               <C>
Completed Years of Service        Vested Percentage
Less than 5                              0%
5 or more                              100%

</TABLE>

      The vested percentage of any Terminated Member who is not credited
with at least one (1) Hour of Service on or after January 1, 1989 shall be
determined pursuant to the terms of the Plan as it existed on the date of
the Terminated Member's termination of employment.

      The nonvested portion of the Terminated Member's Accrued Benefit shall
constitute a Forfeiture as of the last day of the Plan Year in which such
Terminated Member's employment with the Employer terminates if the Member
has no vested interest in his Accrued Benefit, or upon the earlier to occur
of a fifth consecutive Break in Service or a distribution of any portion
his vested Accrued Benefit if the Member does have a vested interest in his
Accrued Benefit.  Any such Forfeiture shall serve to reduce the Employer's
contributions required under Article VII.  In the event a distribution is
made, the relevant Member shall be afforded the Buy-Back option described
in Section 5.4 of the Plan.

      If a Terminated Member has completed at least 15 Years of Service as
of the date of termination, then he shall be entitled to elect in writing
to receive Monthly Retirement Income, commencing on or after the first day
of the month on or after the Member's 55th birthday and before his Normal
Retirement Date, equal to the amount otherwise payable at his Normal
Retirement Date, reduced by 5/12ths of 1% for each month that the
commencement of benefits precedes his Normal Retirement Date.

      Notwithstanding anything herein to the contrary, for purposes of
determining a Member's vested interest in his Accrued Benefit under the
Plan, Years of Service shall include Years of Service credited after the
Freeze Date in accordance with the provisions of the Plan.  A Member with
no vested interest in his Accrued Benefit shall not become vested as a
result of the freezing of the Plan.

      5.2 Method of Payment of Benefits to Member Separating from Service
before Retirement Date.  If the Member separates from service before
retirement or death, the settlement options available to the Member will

                                      24


depend upon the Member's marital status as of the date on which benefit
payments commence or on which the Member dies.

          (a) If the Member then has an Eligible Spouse, the vested portion
of his benefit will be paid in the form of a Qualified 50% Joint and
Survivor Annuity as described in Section 3.6(b) unless the Member and his
Eligible Spouse pursuant to the spousal consent requirements in Section
3.6(b)(2), elect to have the vested portion of his benefits paid in the
form of a 5-year certain annuity.  Payments under such Qualified Joint and
Survivor Annuity or straight life annuity shall in fact commence as of the
Member's Normal Retirement Date or, if the Member has completed at least 15
Years of Service as of his date of termination and so elects in writing, on
the first day of any month on or after the Member's 55th birthday and
before his Normal Retirement Date.  If the Member dies before the
commencement of benefits, a 50% survivor annuity equal to the amount which
would be payable to the surviving Eligible Spouse under a Qualified Joint
and Survivor Annuity (as though the Member had lived and begun to receive a
Qualified Joint and Survivor Annuity on the commencement date) shall be
payable to the Surviving Eligible Spouse.  The commencement date of this
50% survivor annuity shall be the first day of the month coincident with or
immediately following the later of the Member's 55th birthday or his date
of death if he has completed at least 15 Years of Service as of his date of
termination and otherwise shall be the Member's Normal Retirement Date.
The death of the surviving Eligible Spouse shall terminate the right to any
annuity payments for any month after the surviving Eligible Spouse's death.

            (b)	If the Member does not have an Eligible Spouse, the Member
shall receive the vested portion of his Accrued Benefit in the form of a 5-
year certain annuity for the life of the Member, commencing on the Member's
Normal Retirement Date.  Alternatively, if the Member has completed at
least 15 Years of Service as of his date of termination and so elects in
writing, the monthly benefit otherwise payable to the Member at the time of
his Normal Retirement Date, reduced by five twelfths (5/12ths) of one
percent (1%) for each month that the commencement of benefits precedes his
Normal Retirement Date, shall be payable in the form of a 5-year certain
annuity for the life of the Member, commencing on the first day of any
month on or after the Member's 55th birthday and before his Normal
Retirement Date.  The Terminated Member's death prior to the commencement
of benefits shall terminate any right to benefits under this Plan with
respect to that Terminated Member.

      5.3 Lump Sum Cash-Out Distribution.  Notwithstanding any other
provision of this Section 5.3 to the contrary, if the Actuarial Equivalent
present value of the vested portion of a Member's Accrued Benefit is less
than $5,000, and if benefit payments have not begun and the Annuity
Starting Date of the relevant Member has not been reached, the Plan
Administrator shall distribute such amount in a lump sum to the Member or
the Beneficiary of a deceased Member.  For these purposes, the present
value of the vested portion of the Member's Accrued Benefit shall be
calculated in accordance with Section 5.5 hereof.

      5.4 Buy-Back. If a Member who has received a distribution pursuant to
Section 5.3 is subsequently reemployed and again becomes a Member of this
Plan, the calculation of his Accrued Benefit and his Monthly Retirement
Income shall be reduced by the Actuarial Equivalent of such cash-out unless
the amount of such payment is repaid to the Trust Fund, plus interest at 5%

                                      25


per annum between the date of payment and the date of repayment.  This 5%
interest rate shall automatically be adjusted to reflect any regulation or
ruling issued under Code Section 411(c)(2)(D) which changes such interest
rate.  If such amount (plus interest) is repaid, the Member's Accrued
Benefits shall not be reduced by the Actuarial Equivalent of the cash-out.

      5.5 Determination Of Present Value

          (a) In General.  For purposes of determining whether the present
value of (1) a Member's Vested Accrued Benefit, (2) a Qualified Joint and
Survivor Annuity within the meaning of Section 417 of the Code, or (3) a
Qualified Pre-Retirement Survivor Annuity within the meaning of Section 417
of the Code exceeds $5,000, the present value of such benefits or annuities
shall be calculated in accordance with the provisions of Section 1.2 of the
Plan.

          (b) Minimum Value.  In no event shall the present value of any
benefit or annuity determined under Section 5.5(a) be less than the greater
of:
              (i) The present value of such benefit or annuity using the Plan
     provisions (other than this Section 5.5) for determining the present
     value of accrued benefits or annuities, or

              (ii) The present value of such benefits or annuities
     determined under Section 5.5(a) before application of this subsection
     (b).


          (c) Coordination with Limitations on Contributions and Benefits.
In no event shall the amount of any benefit or annuity determined under
this Section 5.5 exceed the maximum benefit permitted under Code Section
415.


                                  ARTICLE VI

                   LIMITATIONS ON BENEFITS, NON-DISTRIBUTION
                        ALIENATION AND ASSIGNMENT, AND
                               RIGHTS OF MEMBERS

      6.1 Limitation on Benefits for Limitation Years Beginning Before
          July 1, 2007.

          (a) Anything herein to the contrary notwithstanding, the benefits
computed under Article III shall be subject to the following limitations:
The maximum benefit, when expressed as an annual benefit, shall not exceed
the lesser of $170,000 (subject to cost of living adjustments under Code
Section 415(d)) or 100% of the Member's average annual Earnings for his
three highest consecutive years, subject to the following:

              (i) The maximum limitation shall apply to a straight life
     annuity, with no ancillary benefits;

              (ii) If benefits begin prior to the Member's Social Security
     Retirement Age (as hereinafter defined), the maximum will be adjusted
     so that it is the Actuarial Equivalent of an annual benefit of

                                      26


     $170,000, multiplied by the cost of living adjustment factor prescribed
     by the Secretary of the Treasury under Code Section 415(d) for years
     beginning after December 31, 1987.  The "Social Security Retirement Age"
     shall be the age used as the retirement age for the Member under Section
     216(1) of the Social Security Act, except that such section shall be
     applied without regard to the age increase factor, and as if the early
     retirement age under Section 215(1)(2) of such Act were 62.

              (iii) If benefits begin after a Member's Social Security
     Retirement Age, the maximum shall be adjusted so that it is the
     Actuarial Equivalent of $7,500 per month beginning at the Social
     Security Retirement Age, multiplied by the cost of living adjustment
     factor prescribed by the Secretary of the Treasury under Code
     Section 415(d) for years beginning after December 31, 1987, based on
     the lesser of the interest rate assumption used under the Plan or on an
     assumption of five percent (5%) per year. Effective as of
     January 1, 2000, the benefits paid in accordance with this Section shall
     be adjusted for the repeal of Code Section 415(e) provided that no
     increase in benefit is permitted to reflect the difference between the
     limitation of Code Section 415(b) and Code Section 415(e) for the prior
     limitation years.

              (iv) If the Employee has completed less than ten years of
     participation in the Plan, the Member's Accrued Benefit shall not
     exceed the maximum multiplied by a fraction, the numerator of which is
     the Member's number of years (or part thereof) of participation in the
     Plan, and the denominator of which is ten.

              (v) The maximum amount of $170,000 shall be increased as
     permitted by Internal Revenue Service Regulations to reflect
     cost-of-living adjustments above the base period and from and after
     January 1, 2005 the benefit paid to any Member who is in payment status
     will be adjusted as of the first day of each limitation year for the
     increase, if any, in the dollar limitation indexed under Code
     Section 415(d).

              (vi) In addition to other limitations set forth in the Plan
     and notwithstanding any other provisions of the Plan, the Accrued
     Benefit, including the right to any optional benefit provided in the
     Plan (and all other defined benefit plans required to be aggregated
     with this Plan under the provisions of Code Section 415), shall not
     increase to an amount in excess of the amount permitted under Code
     Section 415.

          (b) Effective as of the first day of the first limitation year
beginning on or after January 1, 2000 (the "effective date"), and
notwithstanding any other provision of the Plan, the Accrued Benefit for
any Member shall be determined by applying the terms of the Plan
implementing the limitations of Code Section 415 as if the limitations of
Code Section 415 continued to include the limitations of Code Section
415(e) as in effect on the day immediately prior to the effective date.
Notwithstanding any provision in the Plan to the contrary, the preceding
provision does not apply to any Employee participating in the Plan who has
completed one Hour of Service on or after January 1, 2000.



                                      27


          (c) In the event that a Member's benefits under this Plan and any
other plan exceed the limitations specified in Section 6.1(a) or (b),
appropriate reductions in such benefits shall be made by the Plan
Administrator in the following order:

              (i) First, any benefits from this Plan, and

              (ii) to the extent that additional reductions are necessary,
     such reductions shall be made to any defined contribution plan
     maintained by the Employer.

          (d) For purposes of this Section 6.1, the following definitions
and rules of interpretation shall apply:

              (i) "Projected Annual Benefit" means the Annual Benefit to
     which a Member would be entitled under a defined benefit plan (after
     giving effect to any limitation on such benefit contained in such plan
     that may be applicable to the Member) on the assumptions that he
     continues Employment until his Normal Retirement Date thereunder, that
     his Compensation continues at the same rate as in effect for the Plan
     Year under consideration until such Normal Retirement Date, and that
     all other relevant factors used to determine benefits under such Plan
     remain constant for all future Plan Years.

              (ii) The "Annual Addition" of a Member means amounts treated
     as Employer contributions, plus the Member's contributions (if any),
     provided that for Plan Years ending before December 31, 1986, only the
     lesser of: (1) the portion of this Member contributions (if any) during
     such year in excess of 6% of his compensation, within the meaning of
     Code Section 415(c)(3), or (2) one-half of his Member contributions
     during such Year shall be treated as Annual Additions.  With respect
     to defined contribution plans under which forfeitures can occur, Annual
     Additions shall also include any forfeitures allocable during the Plan
     Year. Further, amounts allocated in Plan Years beginning after
     March 31, 1984, to an individual medical account, as defined in Code
     Section 415(1), which is part of a defined benefit plan maintained by
     the Employer shall be treated as Annual Additions to a defined
     contribution plan.  Also, amounts derived from contributions paid or
     accrued after December 31, 1985, which are attributable to
     post-retirement medical benefits allocated to the separate account of
     a Key Employee, under a welfare benefit fund, as defined in Code
     Section 419(e), maintained by the Employer, shall be treated as Annual
     Additions to a defined contribution plan.  In no event shall this be
     construed as applying the limitations of Code Section 415(c)(l)(B)
     to individual medical accounts or postretirement medical benefits.


              (iii) The "Annual Benefit" of a Member means the annual amount
     payable under a defined benefit plan computed in accordance with the
     following rules:

                    (1) where the benefit payable under a defined benefit
         plan is other than in the form of either a straight life annuity or
         a qualified joint and survivor annuity within the meaning of Code
         Section 401(a)(11)(G)(iii), it shall be adjusted to the Actuarial


                                      28


         Equivalent benefit in the form of a straight life annuity on the
         basis of reasonable actuarial assumptions;

                    (2) in the case of a benefit under a defined benefit
         plan which begins before age 62, such benefit shall be adjusted to
         the Actuarial Equivalent of a benefit commencing at age 62 on the
         basis of reasonable actuarial assumptions;

                    (3) in the case of a benefit under a defined benefit
         plan which begins after age 65, such benefit shall be adjusted to
         the Actuarial Equivalent of a benefit commencing at age 65 on the
         basis of reasonable actuarial assumptions.  The adjustment
         described in (2) above shall not increase the value of a Member's
         Annual Benefit above $170,000 (this amount shall be adjusted
         automatically in accordance with regulations promulgated by the
         Secretary of Treasury) if the Member's benefit under the defined
         benefit plan does not exceed $75,000 commencing at or after age 55,
         or the Actuarial Equivalent of $75,000 at age 55 in the case of a
         benefit commencing before age 55.

                    (4) "Dollar Limitation" means the limitation provided
         in Code Section 415(c)(l)(A) (adjusted in accordance with
         regulations of the Secretary of the Treasury) as in effect for the
         particular Plan Year.

                    (5) "Prior Year" means a year, preceding the current
         Plan Year, in which the Member was in the service of the Employer.
         For purposes of the preceding sentence, year shall mean (in the
         event the Plan was in existence during such year) a Plan Year, or
         (in the event the Plan was not in existence during such year) a
         12-month period which begins and ends on the same dates as the
         Plan Year.

                    (6) For purposes of computing the maximum allocation
         under either Section 6.1(a) or Section 6.1(b), all defined benefit
         plans (whether or not terminated) of the Employer shall be treated
         as one defined benefit plan, and all defined contribution plans as
         defined in Code Section 414(i) (whether or not terminated) of the
         Employer shall be treated as one defined contribution plan.


          (e) EGTRRA Limitation on Benefits.

              (i) This Section 6.1(e) shall be effective for limitation years
     ending after December 31, 2001, and thus effective as of January 1,
     2002.

              (ii) Effect on Members.  Benefit increases resulting from the
     increase in the limitations of Code Section 415(b) shall be provided to
     all Members who are Members and who have one Hour of Service on or
     after January 1, 2002.

              (iii) Definitions.

                    (1) Defined benefit dollar limitation.  The "defined
         benefit dollar limitation" is $160,000, as adjusted, effective

                                      29


         January 1 of each year, under Code Section 415(d) in such manner
         as the Secretary of the Treasury shall prescribe, and payable in
         the form of a straight life annuity.  A limitation as adjusted under
         Code Section 415(d) will apply to limitation years ending with or
         within the calendar year for which the adjustment applies.
         Effective January 1, 2005, the "defined benefit dollar limitation"
         is $170,000.

                    (2) Maximum permissible benefit.  The "maximum
         permissible benefit" is the defined benefit dollar limitation
         (adjusted where required, as provided in (A) and, if applicable,
         in (B) or (C) below, and limited, if applicable, as provided in
         (D) below).

                        (A) If the Member has fewer than 10 years of
              participation in the Plan, the defined benefit dollar
              limitation shall be multiplied by a fraction, the numerator of
              which is the number of years (or part thereof) of participation
              in the Plan and the denominator of which is 10.  In the case of
              a Member who has fewer than 10 Years of Service with the
              Employer, the defined benefit compensation limitation shall be
              multiplied by a fraction, (i) the numerator of which is the
              number of Years (or part thereof) of Service with the Employer
              and (ii) the denominator of which is 10.

                        (B) If the benefit of a Member begins prior to age
              62, the defined benefit dollar limitation applicable to the
              Member at such earlier age is an annual benefit payable in the
              form of a straight life annuity beginning at the earlier age
              that is the Actuarial Equivalent of the defined benefit dollar
              limitation applicable to the Member at age 62 (adjusted under
              (A) above, if required).  The defined benefit dollar limitation
              applicable at an age prior to age 62 is determined as the
              lesser of (1) the Actuarial Equivalent (at such age) of the
              defined benefit dollar limitation computed using the interest
              rate and mortality table (or other tabular factor) specified
              in the Plan, and (2) the Actuarial Equivalent (at such age)
              of the defined benefit dollar limitation computed using a
              5% interest rate and the applicable mortality table as
              specified in Section 1.2 of the Plan.  Any decrease in the
              defined benefit dollar limitation determined in accordance with
              this paragraph (B) shall not reflect a mortality decrement
              if benefits are not forfeited upon the death of the Member.
              If any benefits are forfeited upon death, the full mortality
              decrement is taken into account.

                        (C) If the benefit of a Member begins after the
              Member attains age 65, the defined benefit dollar limitation
              applicable to the Member at the later age is the annual benefit
              payable in the form of a straight life annuity beginning at
              the later age that is the Actuarial Equivalent to the defined
              benefit dollar limitation applicable to the Member at age 65
              (adjusted under (A) above, if required).  The Actuarial
              Equivalent of the defined benefit dollar limitation applicable
              at an age after age 65 is determined as (1) the lesser of the


                                      30


              Actuarial Equivalent (at such age) of the defined benefit
              dollar limitation computed using the interest rate and
              mortality table (or other tabular factor) specified in the
              Plan, and (2) the Actuarial Equivalent (at such age) of the
              defined benefit dollar limitation computed using a 5% interest
              rate and the applicable mortality table specified in
              Section 1.2 of the Plan.  For these purposes, mortality
              between age 65 and the age at which benefits commence shall be
              ignored.


          (f) PFEA Limitations On Benefits.  Effective for distributions in
Plan Years beginning after December 31, 2003, the determination of
Actuarial Equivalent of forms of benefit other than a straight life annuity
shall be made in accordance with paragraph (i) or (ii) below.

              (i) Benefit Forms Not Subject to Section 417(e)(3) of the
     Code:  The straight life annuity that is the Actuarial Equivalent to
     the Member's form of benefit shall be determined under this paragraph
     (i) if the form of the Member's benefit is either (A) a nondecreasing
     annuity (other than a straight life annuity) payable for a period of
     not less than the life of the Member (or, in the case of a qualified
     preretirement survivor annuity, the life of the surviving spouse), or
     (B) an annuity that decreases during the life of the Member merely
     because of (i) the death of the survivor annuitant (but only if the
     reduction is not below 50% of the benefit payable before the death of
     the survivor annuitant), or (ii) the cessation or reduction of Social
     Security supplements or qualified disability payments (as defined in
     Section 401(a)(11) of the Code).

                    (1) Limitation Years beginning before July 1, 2007.
         For Limitation Years beginning before July 1, 2007, the Actuarial
         Equivalent straight life annuity is equal to the annual amount of
         the straight life annuity commencing at the same Annuity Starting
         Date that has the same actuarial present value as the Member's
         form of benefit computed using whichever of the following produces
         the greater annual amount: (i) the applicable interest rate and
         applicable mortality table specified in Section 1.2 of the Plan
         for adjusting benefits in the same form; and (ii) a five-percent
         interest rate assumption and the applicable mortality table (or
         other tabular factor) defined in Section 1.2 of the Plan for that
         Annuity Starting Date.

                    (2) Limitation Years beginning on or after July 1, 2007.
         For Limitation Years beginning on or after July 1, 2007, the
         applicable provisions of Annex A shall apply.

              (ii) Benefit Forms Subject to Section 417(e)(3) of the Code:
     The straight life annuity that is the Actuarial Equivalent to the
     Member's form of benefit shall be determined under this paragraph (ii)
     if the form of the Member's benefit is other than a benefit form
     described in paragraph (i).  In this case, the Actuarial Equivalent
     straight life annuity shall be determined as follows:

                    (1) Annuity Starting Date in Plan Years Beginning
         After 2005.  If the Annuity Starting Date of the Member's form

                                      31


         of benefit is in a Plan Year beginning after 2005, the Actuarial
         Equivalent straight life annuity is equal to the greatest of (i)
         the Annual Benefit in the form of the straight life annuity
         commencing at the same Annuity Starting Date that has the same
         actuarial present value as the Member's form of benefit, computed
         using the applicable interest rate and applicable mortality table
         (or other tabular factor) defined in Section 1.2 of the Plan for
         adjusting benefits in the same form; (ii) the annual amount of
         the straight life annuity commencing at the same Annuity Starting
         Date that has the same actuarial present value as the Member's
         benefit, computed using a 5.5 percent interest rate assumption
         and the applicable mortality table defined in Section 1.2 of the
         Plan and (iii) the annual amount of the straight life annuity
         commencing at the same Annuity Starting Date that has the same
         actuarial present value as the Member's form of benefit, computed
         using the applicable interest rate and applicable mortality table
         defined in Section 1.2 of the Plan for adjusting benefits in the
         same form, divided by 1.05.


                    (2) Annuity Starting Date in Plan Years Beginning in
         2004 or 2005. If the Annuity Starting Date of the Member's form of
         benefit is in a Plan Year beginning in 2004 or 2005, the Actuarial
         Equivalent straight life annuity is equal to the Annual Benefit in
         the form of the straight life annuity commencing at the same Annuity
         Starting Date that has the same actuarial present value as the
         Member's form of benefit, computed using whichever of the following
         produces the greater annual amount: (i) applicable interest rate
         and applicable mortality table defined in Section 1.2 of the Plan
         for adjusting benefits in the same form; and (ii) a 5.5 percent
         interest rate assumption and the applicable mortality table
         defined in Section 1.2 of the Plan.

                    (3) Annuity Starting Date on or after First Day of
         First Plan Year Beginning in 2004 and Before December 31, 2004.
         If the Annuity Starting Date of the Member's benefit is on or
         after the first day of the first Plan Year beginning in 2004
         and before December 31, 2004, the application of subparagraph
         (2) shall not cause the amount payable under the Member's form
         of benefit to be less than the benefit calculated under the Plan,
         taking into account the limitations of this Article, except that
         the Actuarial Equivalent straight life annuity is equal to the
         annual amount of the straight life annuity commencing at the same
         Annuity Starting Date that has the same actuarial present value
         as the Member's form of benefit, computed using whichever of the
         following produces the greatest annual amount: (i) applicable
         interest rate and applicable mortality table specified in
         Section 1.2 of the Plan for adjusting benefits in the same form;
         (ii) the applicable interest rate and applicable mortality table
         (or other tabular factor) defined in Section 1.2 of the Plan;
         and (iii) the applicable interest rate (as in effect on the last
         day of the last plan year beginning before January 1, 2004,
         under provisions of the Plan then adopted and in effect) and the
         applicable mortality table defined in Section 1.2 of the Plan.



                                      32


      6.2  Limitation on Benefits for Limitation Years Beginning On or
After July 1, 2007.  Anything herein to the contrary notwithstanding, the
benefits computed under Article III with Annuity Starting Dates beginning
on or after January 1, 2008 shall be subject to the limitations set forth
in Annex A to this Plan.

      6.3 Special Rules for Benefits Payable to Highly Compensated
Employees.

          (a) An Employee shall be deemed an "Affected Employee" subject to
this Section 6.3 if he is a Highly Compensated Employee, and is one of the
twenty-five (25) Employees paid the greatest compensation in the current or
any prior Plan Year.

          (b) In the event of Plan termination, the benefit of any Affected
Employee is limited to a benefit that is nondiscriminatory under Code
Section 401(a)(4).

          (c) The annual payments to an Affected Employee are restricted to
an amount equal to the payment that would be made on behalf of the Affected
Employee under (i) a  single life annuity that is the Actuarial Equivalent
of the sum of the Affected Employee's Accrued Benefit and other benefits
payable to the Affected Employee under the Plan, and (ii) the amount of the
payments that the Affected Employee is entitled to receive under a social
security supplement.  The restrictions in this paragraph do not apply,
however, if:

              (i) After payment to an Affected Employee of all benefits
    payable to the Affected Employee under the Plan, the value of plan
    assets equals or exceeds 110% of the value of current liabilities,
    as defined in Code Section 412(l)(7),

              (ii) The value of benefits payable to the Affected Employee
    under the Plan is less than 1 percent of the value of current
    liabilities before distribution, or

              (iii) The value of the benefits payable to  the Affected
    Employee under the Plan does not exceed the amount described in Code
    Section 411(a)(11)(A).

      For purposes of subparagraphs (i), (ii) and (iii) above the value
of Plan assets and the value of current liabilities must be determined as
of the same date.  For purposes of this subsection, the term "benefit"
includes, among other benefits, loans in excess of the amounts set forth in
Code Section 72(p)(2)(A), any periodic income, any withdrawal values
payable to a living employee, and any death benefits not provided for by
insurance on the Employee's life.

      6.4 No Assignment of Benefits.  None of the benefits under the Plan
shall be subject to the claims of creditors of Members, Terminated Members,
Retired Members, Eligible Spouses, or Beneficiaries, and such benefits
shall not be subject to attachment, garnishment, or any other legal process
whatsoever.  No Member, Terminated Member, Retired Member, Eligible Spouse,
or Beneficiary may assign, sell, borrow on, or otherwise encumber any of
his beneficial interest in the Plan and Trust Fund, nor shall any such
benefits be in any manner liable for or subject to the deeds, contracts,

                                      33


liabilities, engagements, or torts of any Member, Terminated Member,
Retired Member, Eligible Spouse, or Beneficiary.  If any such Member,
Terminated Member, Retired Member, Eligible Spouse, or Beneficiary shall
become bankrupt or attempt to anticipate, sell, alienate, transfer, pledge,
assign, encumber, or charge any benefit specifically provided for herein,
or if a court of competent jurisdiction enters an order purporting to
subject such interest to the claim of any creditor, then such benefit shall
be terminated and the Trustee shall hold or apply such benefit to or for
the benefit of such Member, Terminated member, Retired Member, Eligible
Spouse, or Beneficiary in such manner as the Plan Administrator, in its
sole discretion, may deem proper under the circumstances.

      However, the foregoing provision against the assignment of a Member's
benefit under the Plan shall not apply in the case of (i) qualified
domestic relations order  which is determined by the Plan Administrator to
meet the requirements of Code Section 414(p) ("QDRO"), or (ii) the Member's
liability to the Plan due to: (A) the Member's conviction of a crime
involving the Plan, (B) a judgment, consent order, or decree in action for
violation of fiduciary standards, or (C) a settlement involving the
Department of Labor or Pension Benefit Guaranty Corporation.

      Effective as of April 6, 2007, a domestic relations order that
otherwise satisfies the requirements for a QDRO will not fail to be a QDRO
solely because the order revises another domestic relations order or QDRO
or solely because of the time at which the order is issued, including
issuance after the Annuity Starting Date or after the Member's death.

      6.5 Commencement of Benefits.  Notwithstanding any provision to the
contrary, the payment of benefits to the Member shall begin not later than
60 days after the last day of the Plan Year in which the latest of (a),
(b), or (c) occurs:
          (a) The Member's Normal Retirement Date;

          (b) The 10th anniversary of the date on which such Member first
becomes a Member; or

          (c) The date on which such Member terminates his service with the
Employer.

Otherwise, the payment of benefits shall commence as of any earlier date
specified in this Plan. Payment of a Member's benefits shall commence not
later than April 1 of the calendar year that follows:

              (i) for a Member who is a 5% owner (as defined in Code
     Section 416(i)(1)), the calendar year in which the Member reaches age
     701/2, and

              (ii) for each other Member, the later of the calendar year in
     which the Member (1) reaches age 701/2, or (2) retires.

      Notwithstanding any provision of the Plan to the contrary and prior to
January 1, 2003, all distributions from the Plan shall be made in
accordance with the requirements of the regulations under Code Section
401(a)(9), including the minimum incidental benefit distribution
requirements under Section 1.401(a)(9)-2 of the Proposed Regulations.  With
respect to distributions under the Plan made for calendar years beginning

                                      34



on or after January 1, 2001 and prior to January 1, 2003, the Plan will
apply the minimum distribution requirements of Code Section 401(a)(9) in
accordance with regulations under such section that were proposed on
January 17, 2001, notwithstanding any provision of the Plan to the
contrary.  This provision shall continue in effect until the end of the
last calendar year beginning before the effective date of final regulations
under Code Section 401(a)(9) or such other date as may be specified in
guidance published by the Internal Revenue Service.

      With respect to distributions under the Plan required to be made under
Code Section 401(a)(9) for calendar years 2003 and later, the Plan will
apply the minimum distribution requirements of Code Section 401(a)(9) in
accordance with the final regulations under Code Section 401(a)(9) that
were issued on April 17, 2002, in accordance with Rev. Proc. 2002-29.

      A Member's Accrued Benefit will be actuarially increased to take into
account certain periods after age 70-1/2 for which the Member does not
receive any benefits under the Plan.  The actuarial increase applies for
the period  (1) that begins on the April 1 following the calendar year in
which the Member attains age 70-1/2 (January 1, 1997 in the case of a
Member who attains age 70-1/2 prior to 1996) (the "Start Date"), and (2)
that ends on the date on which benefits commence in an amount sufficient to
satisfy Code section 401(a)(9) (the "End Date).  After applying the
actuarial increase, an affected Member's Accrued Benefit as of the End Date
must be no less than the Actuarial Equivalent as of the End Date of the
Member's Accrued Benefit as of the Start Date  plus the Actuarial
Equivalent as of the End Date of additional benefits accrued after the
Start Date, reduced by the Actuarial Equivalent of any distributions made
after the Start Date.  Any actuarial increase provided by this subsection
is the same as, and not in addition to, the actuarial increase required for
that same period under Code section 411, except that the actuarial increase
required under this paragraph must be provided even during a period during
which an Employee is in section ERISA Section 203(a)(3)(B) Service.  The
actuarial adjustment in this subsection does not apply in the case of a 5-
percent owner.

      Effective as of January 1, 2003, required minimum distributions shall
be made in accordance with Section 6.6 of this Plan.  Notwithstanding any
other provision of this Plan, nothing contained in this Section 6.5 or the
following Section 6.6 shall be construed as providing any optional form of
payment that is not available under the other distribution provisions of
the Plan.

      6.6 Minimum Distribution Requirements:

          (a) Effective Date:  This Section 6.6 applies for purposes of
determining required minimum distributions for distribution calendar years
beginning with the 2003 calendar year.

          (b) Precedence:  The requirements of this Section will take
precedence over any inconsistent provisions of the Plan.

          (c) Requirements of Treasury Regulations Incorporated:  All
distributions required under this Section will be determined and made in
accordance with the Treasury Regulations under Code Section 401(a)(9).

                                      35


          (d) TEFRA Section 242(b)(2) Elections:  Notwithstanding the other
provisions of this Section, other than Section 6.6(c), distributions may be
made under a designation made before January 1, 1984, in accordance with
Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)
and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

          (e) Time and Manner of Distribution:

              (i) Required Beginning Date: The Member's entire interest
     will be distributed, or begin to be distributed, to the Member no
     later than the Member's Required Beginning Date.

              (ii) Death of Member Before Distributions Begin:  If the
    Member dies before distributions begin, the Member's entire interest
    will be distributed, or begin to be distributed, no later than as
    follows:

                   (1) If the Member's surviving spouse is the Member's
         sole Designated Beneficiary, then, except as provided in the Plan,
         distributions to the surviving spouse will begin by December 31
         of the calendar year immediately following the calendar year in
         which the Member died, or by December 31 of the calendar year in
         which the Member would have attained age 701/2, if later.

                   (2) If the Member's surviving spouse is not the Member's
         sole Designated Beneficiary, then, except as provided in the Plan,
         distributions to the Designated Beneficiary will begin by
         December 31 of the calendar year immediately following the calendar
         year in which the Member died.

                   (3) If there is no Designated Beneficiary as of
         September 30 of the year following the year of the Member's death,
         the Member's entire interest will be distributed by December 31 of
         the calendar year containing the fifth anniversary of the Member's
         death.

                   (4) If the Member's surviving spouse is the Member's sole
         Designated Beneficiary and the surviving spouse dies after the
         Member but before distributions to the surviving spouse begin, this
         Section 6.6(e)(ii), other than Section 6.6(e)(ii)(1), will apply as
         if the surviving spouse were the Member.

                   (5) For purposes of this Section 6.6(e)(ii) and
         Section 6.6(h)(ii), distributions are considered to begin on the
         Member's Required Beginning Date (or, if Section 6.6(e)(ii)(4)
         applies, the date distributions are required to begin to the
         surviving spouse under Section 6.6(e)(ii)(1)).  If annuity payments
         irrevocably commence to the Member before the Member's Required
         Beginning Date (or to the Member's surviving spouse before the date
         distributions are required to begin to the surviving spouse under
         Section 6.6(e)(ii)(1)), the date distributions are considered to
         begin is the date distributions actually commence.

              (iii) Form of Distribution:  Unless the Member's interest is
     distributed in the form of an annuity purchased from an insurance
     company or in a single sum on or before the Required Beginning Date, as

                                      36


     of the first distribution calendar year distributions will be made in
     accordance with Sections 6.6(f), 6.6(g), and 6.6(h)(ii).  If the
     Member's interest is distributed in the form of an annuity purchased
     from an insurance company, distributions thereunder will be made in
     accordance with the requirements of Code Section 401(a)(9) and the
     Treasury Regulations thereunder.  Any part of the Member's interest
     which is in the form of an individual account described in Code Section
     414(k) will be distributed in a manner satisfying the requirements of
     Code Section 401(a)(9) and the Treasury Regulations that apply to
     individual accounts.

          (f) Determination of Amount to be Distributed Each Year:

              (i) General Annuity Requirements:  If the Member's interest is
     paid in the form of annuity distributions under the Plan, payments
     under the annuity will satisfy the following requirements:

                  (1) the annuity distributions will be paid in periodic
                      payments made at uniform intervals not longer than
                      one year;

                  (2) the distribution period will be over a life (or lives)
                      or over a period certain not longer than the period
                      described in Section 6.6(g) or (h)(ii);

                  (3) once payments have begun over a period, the period
                      certain will not be changed even if the period certain
                      is shorter than the maximum period;

                  (4) payments will either be nonincreasing or increase only
                      as follows:

                      (A) by an annual percentage increase that does not
                          exceed the annual percentage increase in a
                          cost-of-living index that is based on prices in the
                          year during which the increase occurs or the prior
                          year;

                      (B) by a percentage increase that occurs at specified
                          times (e.g., at specified ages) and does not exceed
                          the cumulative total of annual percentage increases
                          in a cost-of-living index since the Annuity Starting
                          Date, or if later, the date of the most recent
                          percentage increase. In cases providing such a
                          cumulative increase, an actuarial increase may not
                          be provided to reflect the fact that increases were
                          not provided in the interim years;

                      (C) to the extent of the reduction in the amount of the
                          Member's payments to provide for a survivor benefit
                          upon death, but only if the Beneficiary whose life
                          was being used to determine the distribution period
                          described in Section 6.6(g) dies or is no longer
                          the Member's Beneficiary pursuant to a qualified
                          domestic relations order within the meaning of Code
                          Section 414(p);

                                      37


                      (D) to allow a Beneficiary to convert a survivor portion
                          of a joint and survivor annuity into a single sum
                          distribution upon the Member's death;

                      (E) to pay increased benefits that result from a Plan
                          amendment;

                      (F) by a constant percentage, applied not less
                          frequently than annually, at a rate that is less
                          than five percent (5%) per year;

                      (G) to provide a final payment upon the death of the
                          Member that does not exceed the excess of the
                          actuarial present value of the Member's Accrued
                          Benefit (within the meaning of Code
                          Section 411(a)(7)) calculated as of the Annuity
                          Starting Date using the applicable interest rate
                          and the applicable mortality table described in
                          Section 1.2 or Annex A as applicable (or, if
                          greater, the total amount of employee
                          contributions) over the total of payments before
                          the death of the Member; or

                      (H) as a result of dividend or other payments that
                          result from Actuarial Gains, provided:

                          (i)   Actuarial Gain is measured not less
                                frequently than annually;

                          (ii)  The resulting dividend or other payments
                                are either paid no later than the year
                                following the year for which the actuarial
                                experience is measured or paid in the same
                                form as the payment of the annuity over the
                                remaining period of the annuity (beginning
                                no later than the year following the year
                                for which the actuarial experience is
                                measured);

                          (iii) The Actuarial Gain taken into account is
                                limited to actuarial gain from investment
                                experience;

                          (iv)  The assumed interest rate used to calculate
                                such Actuarial Gains is not less than 3
                                percent; and

                          (v)   The annuity payments are not also being
                                increased by a constant percentage as
                                described in Section 6.6(f)(i)(4)(F) above.

              (ii) Amount Required to be Distributed by Required Beginning
                   Date:

                  (1) The amount that must be distributed on or before the
                      Member's Required Beginning Date (or, if the Member

                                      38


                      dies before distributions begin, the date distributions
                      are required to begin under Section 6.6(e)(ii)(1) or (2)
                      is the payment that is required for one payment
                      interval.  The second payment need not be made until
                      the end of the next payment interval even if that
                      payment interval ends in the next calendar year.
                      Payment intervals are the periods for which payments
                      are received, e.g., bi-monthly, monthly, semi-annually,
                      or annually.  All of the Member's benefit accruals as
                      of the last day of the first distribution calendar year
                      will be included in the calculation of the amount of
                      the annuity payments for payment intervals ending on
                      or after the Member's Required Beginning Date.

                  (2) In the case of a single sum distribution of a Member's
                      entire Accrued Benefit during a Distribution Calendar
                      Year, the amount that is the required minimum
                      distribution for the Distribution Calendar Year (and
                      thus not eligible for rollover under Code
                      Section 402(c)) is determined under this
                      Section 6.6(f)(ii)(2). The portion of the single sum
                      distribution that is a required minimum distribution
                      is determined by treating the single sum distribution
                      as a distribution from an individual account Plan and
                      treating the amount of the single sum distribution as
                      the Member's account balance as of the end of the
                      relevant valuation calendar year.  If the single sum
                      distribution is being made in the calendar year
                      containing the Required Beginning Date and the required
                      minimum distribution for the Member's first
                      Distribution Calendar Year has not been distributed,
                      then the portion of the single sum distribution that
                      represents the required minimum distribution for the
                      Member's first and second Distribution Calendar
                      Years is not eligible for rollover.

              (iii) Additional Accruals After First Distribution Calendar
     Year: Any additional benefits accruing to the Member in a calendar year
     after the first distribution calendar year will be distributed beginning
     with the first payment interval ending in the calendar year immediately
     following the calendar year in which such amount accrues.
     Notwithstanding the preceding, the Plan will not fail to satisfy the
     requirements of this Section 6.6(f)(iii) and Code Section 401(a)(9)
     merely because there is an administrative delay in the commencement
     of the distribution of the additional benefits accrued in a calendar
     year, provided that the actual payment of such amount commences as
     soon as practicable. However, payment must commence no later than
     the end of the first calendar year following the calendar year in
     which the additional benefit accrues, and the total amount paid during
     such first calendar year must be no less than the total amount that was
     required to be paid during that year under this Section 6.6(f)(iii).

          (g) Requirements For Annuity Distributions That Commence During
the Member's Lifetime:



                                      39


              (i) Joint Life Annuities Where the Beneficiary is the Member's
     Spouse: If distributions commence under a distribution option that is in
     the form of a joint and survivor annuity for the joint lives of the
     Member and the Member's spouse, the minimum distribution incidental
     benefit requirement will not be satisfied as of the date distributions
     commence unless, under the distribution option, the periodic annuity
     payment payable to the survivor does not at any time on and after the
     Member's Required Beginning Date exceed the annuity payable to the
     Member. In the case of an annuity that provides for increasing payments,
     the requirement of this Section 6.6(g)(i) will not be violated merely
     because benefit payments to the Beneficiary increase, provided the
     increase is determined in the same manner for the Member and the
     Beneficiary. If the form of distribution combines a joint and survivor
     annuity for the joint lives of the Member and the Member's spouse and
     a period certain annuity, the preceding requirements will apply to
     annuity payments to be made to the Designated Beneficiary after the
     expiration of the period certain.

              (ii) Joint Life Annuities Where the Designated Beneficiary Is
     Not the Member's Spouse:  If the Member's interest is being distributed
     in the form of a joint and survivor annuity for the joint lives of the
     Member and a nonspouse Beneficiary, annuity payments to be made on or
     after the Member's Required Beginning Date to the Designated Beneficiary
     after the Member's death must not exceed the "applicable percentage" of
     the annuity payment for such period that would have been payable to the
     Member determined by using the methodology and the table set forth in
     Treasury Regulations Section 1.401(a)(9)-6, Q&A-2(c)(2), in the manner
     described in Q&A-2(c)(1), to determine the applicable percentage. If the
     form of distribution combines a joint and survivor annuity for the joint
     lives of the Member and a nonspouse Beneficiary and a period certain
     annuity, the requirement in the preceding sentence will apply to annuity
     payments to be made to the Designated Beneficiary after the expiration
     of the period certain.

              (iii) Period Certain Annuities:  Unless the Member's spouse is
     the sole Designated Beneficiary and the form of distribution is a period
     certain and no life annuity, the period certain for an annuity
     distribution commencing during the Member's lifetime may not exceed the
     applicable distribution period for the Member under the Uniform Lifetime
     Table set forth in Treasury Regulations Section 1.401(a)(9)-9, Q&A-2 for
     the calendar year that contains the Annuity Starting Date.  If the
     Annuity Starting Date precedes the year in which the Member reaches
     age 70, the applicable distribution period for the Member is the
     distribution period for age 70 under the Uniform Lifetime Table set
     forth in Treasury Regulations Section 1.401(a)(9)-9, Q&A-2, plus the
     excess of 70 over the age of the Member as of the Member's birthday
     in the year that contains the Annuity Starting Date. If the Member's
     spouse is the Member's sole Designated Beneficiary and the form of
     distribution is a period certain and no life annuity, the period certain
     may not exceed the longer of the Member's applicable distribution
     period, as determined under this Section 6.6(g)(iii), or the joint life
     and last survivor expectancy of the Member and the Member's spouse as
     determined under the Joint and Last Survivor Table set forth in Treasury
     Regulations Section 1.401(a)(9)-9, Q&A-3, using the Member's and
     spouse's attained ages as of the Member's and spouse's birthdays in the
     calendar year that contains the Annuity Starting Date.

                                      40


          (h) Requirements for Minimum Distributions After the Member's
Death:

              (i) Death After Distribution Begins:  If the Member dies after
     the date distributions begin in the form of an annuity meeting the
     requirements of this Section, the remaining portion of the Member's
     interest will continue to be distributed over the remaining period
     over which distributions commenced.

              (ii) Death Before Distributions Begin:

                   (1) Member's Survived by Designated Beneficiary:  Except
                       as provided in the Plan, if the Member dies before
                       the date distribution of his interest begins and there
                       is a Designated Beneficiary, the Member's entire
                       interest will be distributed beginning no later than
                       the time described in 6.6(e)(ii)(1) or (2) over the
                       life of the Designated Beneficiary or over a period
                       certain not exceeding:

                       (A) unless the Annuity Starting Date is the date
                           before the first distribution calendar year,
                           the life expectancy of the Designated
                           Beneficiary determined using the Beneficiary's
                           age as of the Beneficiary's birthday in the
                           calendar year immediately following the
                           calendar year of the Member's death; or

                       (B) if the Annuity Starting Date is before the first
                           distribution calendar year, the life expectancy
                           of the Designated Beneficiary determined using
                           the Beneficiary's age as of the Beneficiary's
                           birthday in the calendar year that contains the
                           Annuity Starting Date.

                   (2) No Designated Beneficiary: If the Member dies before
                       the date the distributions begin and there is no
                       Designated Beneficiary as of September 30 of the
                       year following the year of the Member's death,
                       distribution of the Member's entire interest will
                       be completed by December 31 of the calendar year
                       containing the fifth anniversary of the Member's
                       death.

                   (3) Death of Surviving Spouse Before Distributions to
                       Surviving Spouse Are Required to Begin:  If the
                       Member dies before the date distribution of his
                       interest begins, the Member's surviving spouse is
                       the Member's sole Designated Beneficiary, and the
                       surviving spouse dies before distributions to the
                       surviving spouse begin, this Section 6.6(h) will
                       apply as if the surviving spouse were the Member,
                       except that the time by which distributions must
                       begin will be determined without regard to
                       6.6(e)(ii)(1).


                                      41


              (i) Definitions:

                  (i) Designated Beneficiary:  The individual who is
     designated as the Beneficiary under the Plan and is the designated
     beneficiary under Code Section 401(a)(9) and Treasury Regulations
     Section 1.401(a)(9)-4.

              (ii) Distribution Calendar Year:  A calendar year for which a
     minimum distribution is required.  For distributions beginning before
     the Member's death, the distribution calendar year is the calendar year
     immediately preceding the calendar year which contains the Member's
     Required Beginning Date.  For distributions beginning after the
     Member's death, the first distribution calendar year is the calendar
     year in which distributions are required to begin under
     Section 6.6(e)(ii).

              (iii) Life Expectancy:  Life expectancy as computed by use of
     the Single Life Table in Treasury Regulations Section 1.401(a)(9)-9,
     Q&A-1.

              (iv) Required Beginning Date:  The required beginning date for
     a Member who is a five-percent (5%) owner (within the meaning of Code
     Section 416(i)(1)) is April 1 of the calendar year next following the
     calendar year in which the Member attains age 70-1/2.  The required
     beginning date for any other Member is April 1 of the calendar year
     next following the later to occur of the calendar year of his
     attainment of age 70-1/2 or the calendar year of his retirement.

              (v) Actuarial Gain: Actuarial Gain means the difference
     between an amount determined using the actuarial assumptions
     (i.e., investment return, mortality, expense, and other similar
     assumptions) used to calculate the initial payments before adjustment
     for any increases and the amount determined under the actual experience
     with respect to those factors. Actuarial Gain also includes differences
     between the amount determined using actuarial assumptions when an
     annuity was purchased or commenced and such amount determined using
     actuarial assumptions used in calculating payments at the time the
     Actuarial Gain is determined.

      6.7 Reversion.  Employer contributions are to revert to the Employer
under the following conditions:

          (a) Mistake of Fact.  In the case of an Employer contribution
which is made by the Employer by reason of a mistake of fact, such
contribution shall be returned to the Employer within one year after the
payment of the contribution.

          (b) Disqualification of Plan.  If this Plan does not initially
qualify under Code Section 401(a), Employer contributions attributable to a
period for which the Plan is disqualified shall be returned to the Employer
within one year after the date of denial of qualification of the Plan.

          (c) Nondeductible Contribution.  If any Employer contribution is
determined by the Internal Revenue Service to be nondeductible under Code
Section 404, then such Employer contribution, to the extent that is
determined to be nondeductible, shall be returned to the Employer within

                                      42


one year after the disallowance of the deduction.

          (d) Plan Termination.  Upon termination of the Plan, as provided
in Section 8.6 of the Plan.


                                  ARTICLE VII

                         CONTRIBUTIONS BY THE EMPLOYER

      7.1 Employer Contributions.  The Plan benefits to Members, Terminated
Members, Retired Members, Spouses, and Beneficiaries of the Plan shall be
satisfied to the extent that contributions by the Employer to the Trust
Fund and investment earnings on the Trust Fund shall so permit.  Employer
contributions during any Plan Year shall be determined by the Board (a) on
the basis of the actuarial statement submitted by the Actuary employed by
the Plan Administrator on behalf of Members, Terminated Members, Retired
Members, Spouses, and Beneficiaries, (b) on the basis of the Plan's
investment policy, and (c) within the range of the minimum and maximum
amounts required and permitted by law, on the basis of the Employer's
financial position as determined by the Board from time to time.  So long
as the Plan has not been terminated or revoked and the Employer is
financially able, the contribution made by the Employer during any Plan
Year shall be at least the amount of the contribution certified by the
Actuary as necessary to avoid an accumulated funding deficiency.

      7.2 Funding and Investment Policy.  From time to time, the Plan
Administrator or its delegate shall furnish the Trustee with an estimate of
the amounts required during at least the next three Plan Years to provide
benefit payments to Members, Terminated Members, Retired Members, Eligible
Spouses, and Beneficiaries.  On the basis of this estimate, and also taking
into account estimated administrative expenses of the Plan and any known or
contemplated events that are expected to have significant financial effects
on the Plan, the Trustee shall determine the short-term and long-term
liquidity needs of the Plan.  In addition to making the ultimate investment
decisions, the Trustee shall determine the broad investment policy with
respect to the Plan on the basis of the Plan's liquidity needs, on the
basis of reasonable goals as to the appropriate rate of investment return
and degree of investment risk, and on the basis of the non-binding
recommendations of the Employer.  It is expected that this broad investment
policy shall be revised from time to time to recognize changing conditions.
Alternatively, any or all of the responsibilities allocated to the Trustee
in this Section may be delegated by the Board of Directors to an investment
manager within the meaning of ERISA Section 3(38).

      7.3 Payment of Expenses.  All expenses of administering this Plan and
the Trust as may be mutually agreed upon from time to time or that may
arise in connection with the Plan and Trust shall be paid from the Trust
Fund, unless the Employer pays such expenses.








                                      43


                                 ARTICLE VIII

                       AMENDMENT AND TERMINATION OF PLAN

      8.1 Right to Amend.  The Employer reserves the right to amend this
Plan or the Trust, by a resolution adopted by the Board of Directors,
without the consent of any Member, Terminated Member, Retired Member,
Eligible Spouse, or Beneficiary, provided, however, that no amendment
of this Plan or the Trust shall deprive any Member, Terminated Member,
Retired Member, Eligible Spouse, or Beneficiary of any vested equitable
interest herein nor shall such amendment increase the duties and
obligations of the Trustee except with its consent.

      8.2 Right to Terminate.  Although it is the intention of the Employer
that this Plan shall be continued and that contributions shall be made
regularly thereto each year, the Employer, by a resolution adopted by the
Board of Directors, may terminate this Plan or permanently discontinue
contributions at any time.

      8.3 Allocation upon Termination.  If this Plan is terminated, the
value of the Trust Fund remaining after providing for the expenses of
administration of the Plan and Trust shall be allocated among the Members,
Terminated Members, Retired Members, Eligible Spouses, and Beneficiaries in
the order of precedence and amounts specified in ERISA Section 4044 and the
regulations thereunder.

      The allocation of the Trust Fund in accordance with this Section shall
be based on the method of payment of Monthly Retirement Income or Death
Benefits specified in this Plan and shall be calculated as of the date on
which this Plan is terminated.  In the event that the Trust Fund assets on
or after the date of termination are insufficient to fund all benefits
within any class, the benefits of all higher orders of precedence shall be
funded, the benefits of all lower orders of precedence shall be unfunded,
and the assets remaining shall be allocated among the Members of such
partially funded class on the basis of their respective actuarial reserves,
subject to the provisions of ERISA Section 4044 and any regulations
thereunder.

      8.4 Vesting upon Termination or Partial Termination.  In the event of
the termination of the Plan, the Accrued Benefit as of the date of
termination of each Member who has not terminated his employment as of the
date of termination of the Plan shall be fully vested in his Accrued
Benefit.  Similarly, in the event of a partial termination of the Plan,
each Member who is affected by such partial termination shall be fully
vested in his Accrued Benefit.

      8.5 Distributions upon Termination.  The Employer shall file timely
notice of the termination with the Internal Revenue Service in order to
obtain a determination letter from the Internal Revenue Service that the
Plan is qualified upon termination under Code Section 401(a).  Within a
reasonable period of time following the receipt of a determination letter
from the Internal Revenue Service, the interest of each Member, Terminated
Member, Retired Member, Eligible Spouse or Beneficiary shall be
distributable in the form of a non-transferable annuity commencing at age
62 or 65, which annuity shall be purchased with the assets allocated for
the benefit of such person upon termination or shall be provided for in

                                      44


some other manner as determined by the Plan Administrator; provided,
however, that each Member may be offered the option of a lump sum
distribution with the consent of his Eligible Spouse, if any.

      8.6 Reversions upon Termination.  Any assets remaining after the
satisfaction of all liabilities under the Plan as of the date of
termination to Members, Terminated Members, Retired Members, Eligible
Spouses, and Beneficiaries, which funds remain by reason of erroneous
actuarial computation, shall be returned to the Employer.


                                  ARTICLE IX

                              PLAN ADMINISTRATOR

      9.1 Designation.  The Employer shall serve as the Plan Administrator,
in which capacity it shall generally have all the powers, duties and
responsibilities as set forth in ERISA.  It is anticipated that the
Employer shall delegate its rights, duties and responsibilities as Plan
Administrator to an administrative committee consisting of one or more
persons designated from time to time by the Board, and the Employer hereby
authorizes such delegation.

      The President of the Employer (or in the event of the President's
inability or failure to act, any Vice President of such company) shall
certify in writing to the Trustee, as promptly as practicable after any
change in the membership of the administrative committee, the names of the
persons then serving as members of the committee.  The Trustee shall be
entitled to rely on the names so certified as being the authorized and
acting members of the committee until notified of any change by subsequent
certification.

      The administrative committee may act at a meeting or by unanimous
written consent without a meeting.  The administrative committee shall
elect one of its members as chairman, appoint a secretary, who may or may
not be a committee member, and advise the Trustee of such actions in
writing.  The secretary shall keep a record of all meetings and forward all
necessary communications to the Employer or the Trustee.  A quorum of the
committee shall consist of not less than two-thirds of the members thereof,
and a majority vote of those present shall control on all matters acted
upon at a meeting of the committee.  A dissenting committee member who,
within a reasonable time after he has knowledge of any action or failure to
act by the majority, registers his dissent in writing delivered to the
other committee members, the Employer, and the Trustee, shall not be
responsible for any such action or failure to act.

      9.2 Compensation and Records.  The Plan Administrator shall serve
until the designation of a replacement by the Board of the Employer.  No
compensation shall be paid the Plan Administrator from the Trust Fund for
its services.  The Plan Administrator shall keep a permanent record of its
actions with respect to the Plan, which shall be available for inspection
by appropriate parties as provided in the Code and ERISA.

      9.3 Duties and Powers; Claims Review Procedures.  Subject to the
limitations of the Plan, the Plan Administrator shall from time to time
establish rules for the administration of the Plan and transaction of its

                                      45


business.  The records of the Employer, as certified to the Plan
Administrator, shall be conclusive with respect to any and all factual
matters dealing with the employment of a Member.  The Plan Administrator
shall have the exclusive discretionary power to construe and interpret the
Plan, and to determine all questions that may arise thereunder relating to
(a) the eligibility of individuals to participate in the Plan, (b) the
amount of benefits to which any Member or Beneficiary may become entitled
hereunder, and (c) any situation not specifically covered by the provisions
of the Plan, and the Plan Administrator's decisions on such matters shall
be final and binding on all parties.  Any interpretation or determination
made pursuant to such discretionary authority will be upheld on judicial
review, unless it is shown to be in abuse of discretion (i.e., arbitrary
and capricious).

      The Plan Administrator shall pass upon any written claim for benefits
under this Plan, which claim shall be submitted by the Member, Terminated
Member, Retired Member, Eligible Spouse, or Beneficiary upon a form
furnished to such claimant by the Plan Administrator.  In the event that
the claim of any person to all or any part of any payment or benefit under
this Plan shall be denied, the Plan Administrator shall provide to the
claimant, within 90 days after receipt of such claim (unless special
circumstances require an extension of time for processing, in which written
notice of such extension shall be provided to the claimant and such
decision should be rendered as soon as possible, but in no event later than
180 days after receipt of such claim), a written notice setting forth, in a
manner calculated to be understood by the claimant:

          (a) The specific reason or reasons for the denial;

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

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

          (d) A description of the Plan's review procedures and the time
limits applicable to such procedures, including a statement of the
claimant's right to bring a civil action under Section 502(a) of ERISA
following an adverse benefit determination upon review.

      Within 60 days after receipt of the above material, the claimant
shall have a reasonable opportunity to appeal the claim denial to the Plan
Administrator for a full and fair review.  The claimant or his duly
authorized representative;

          (a) May request a review upon written notice to the Plan
Administrator;

          (b) May review and obtain copies of pertinent documents, records
and other information relevant to the claimant's claim for benefits; and

          (c) May submit issues and comments in writing, documents, records
and other information relating to the claim for benefits.



                                      46


      A decision by the Plan Administrator shall be made not later than
60 days after receipt of a request for review, unless special circumstances
require an extension of time for processing, in which written notice of
such extension shall be provided to the claimant and such decision should
be rendered as soon as possible, but in no event later than 120 days after
receipt of such claim.  The Plan Administrator's decision on review shall
be written and shall include specific reasons for the decision, written in
a manner calculated to be understood by the claimant, with specific
references to the pertinent Plan provisions on which the decision is based.
The decision upon review shall also include a statement that the claimant
is entitled to receive, upon request and free of charge, reasonable access
to, and copies of, all documents, records and other information relevant to
the claimant's claim for benefits and a statement of the claimant's right
to bring an action under Section 502(a) of ERISA.

      All determinations with respect to questions arising in the
administration, interpretation, and application of the Plan, including the
review of denied claims, shall be conclusive and binding on all persons,
subject, however, to the provisions of the Code and ERISA.

      9.4 Authorization of Payments.  The Plan Administrator shall direct
the Trustee in writing to make payments from the Trust Fund to any Member,
Terminated Member, Retired Member, Eligible Spouse, or Beneficiary who
qualifies for such payments hereunder.  Such written order to the Trustee
shall specify at least the name of such person, his address, his Social
Security number, and the amount and frequency of such payments.

      9.5 No Discrimination.  The Plan Administrator shall not take action
or direct the Trustee to take any action with respect to any of the benefits
provided hereunder or otherwise in pursuance of the powers conferred herein
upon the Plan Administrator which would be discriminatory in favor of
Members or employees who are officers, shareholders, or highly compensated
employees or which would result in benefiting one Member, or group of
Members, at the expense of another, or in the application of different
rules to substantially similar sets of facts.

      9.6 Retention of Agents.  The Plan Administrator may delegate its
responsibilities under this Article IX to one or more of its employees and
may employ such counsel, accountants, Actuaries, or other agents as it
shall deem advisable.  The Employer shall pay, or cause to be paid from the
Trust Fund, the compensation of such counsel, accountants, Actuaries, and
other agents and any other expenses incurred by the Plan Administrator in
the administration of the Plan and Trust.


                                   ARTICLE X

                          THE TRUST FUND AND TRUSTEE

      10.1 General.  The Employer has entered into a Trust Agreement with
the Trustee to hold the funds necessary to provide the benefits as set
forth in this Plan.

      10.2 Disposition of Trust Fund.  The Trust Fund shall be received,
held in Trust, and disbursed by the Trustee in accordance with the
provisions of the Trust Agreement and the provisions as set forth in this

                                      47


Plan.  No part of the Trust Fund shall be used for, or diverted to,
purposes other than for the exclusive benefit of Members, Terminated
Members, Retired Members, Eligible Spouses, and Beneficiaries under this
Plan prior to the satisfaction of all liabilities hereunder with respect
to such persons.  No person shall have any interest in or right to the
Trust Fund or any part thereof, except as specifically provided for in
this Plan or the Trust Agreement.

      10.3 Right of Removal.  The Board of the Employer may remove the
Trustee at any time upon the notice required by the terms of the Trust
Agreement and, upon such removal or upon the resignation of the Trustee,
the Employer shall designate and appoint a successor Trustee.

      10.4 Powers of Trustee.  The Trustee shall have such powers to hold,
invest, reinvest, control, and disburse funds as at that time shall be set
forth in the Trust Agreement.  In exercising such powers, the Trustee may
request instructions in writing from the Plan Administrator on any matters
affecting the Trust and may rely and act thereon.

      10.5 Interest-Bearing Deposit With Employer.  The investment of all or
part of the Trust Fund in deposits which bear a reasonable rate of interest
in Southwest Georgia Bank or any other bank or financial institution which
is supervised by the United States or a State and which is a fiduciary for
the Plan is expressly authorized.

      10.6 Integration of Trust Agreement.  The Trust Agreement shall be
deemed to form a part of the Plan, and all rights of Members or others
under this Plan shall be subject to the provisions of the Trust Agreement
to the extent such provisions are not contradicted by specific provisions
of this Plan.

                                  ARTICLE XI

                           MISCELLANEOUS PROVISIONS

      11.1 Prohibition Against Diversion.  There shall be no diversion of
any portion of the assets of the Trust Fund other than for the exclusive
benefit of Members, Terminated Members, Retired Members, Eligible Spouses,
and Beneficiaries, except as provided in Section 8.6 at the time of
termination of the Plan and Trust, or except as may otherwise be
permissible under the Code and Regulations issued thereunder.

      11.2 Prudent Man Rule.  For purposes of Part 4 of Title I of ERISA,
the Employer, the Trustee, and the Plan Administrator shall each be named
fiduciaries and shall each discharge their respective duties hereunder with
the care, skill, prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and familiar with
such matters would use in the conduct of an enterprise of a like character
and with like aims.  Without limiting the generality of the above, it is
specifically provided that the appointment and retention of any parties
pursuant to Article IX of the Plan are "duties" of the Employer for
purposes of this Section.

      11.3 Responsibilities of Parties.  The Employer shall be responsible
for the administration and management of the Plan except for those duties
specifically allocated to the Trustee or Plan Administrator.  The Trustee

                                      48


shall have exclusive responsibility for the management and control of the
responsibility for all matters specifically delegated to it by the Employer
in the Plan.  The Employer shall be deemed the Plan Sponsor for all
purposes of ERISA.

      11.4 Reports Furnished Members.  The Plan Administrator shall cause
to be furnished to each Member, and to each Terminated Member, Retired
Member, Eligible Spouse, or Beneficiary receiving benefits under this Plan,
in the manner and within the time limits specified in the Code and ERISA,
each of the following:

           (a) A summary plan description and periodic revisions;

           (b) Notification of amendments to the Plan; and

           (c) A summary annual report which summarizes the annual report
filed with the Department of Labor.

      11.5 Reports Available to Members.  The Plan Administrator shall make
copies of the allowing documents available at the principal office of
Employer for examination by any Member, Terminated Member, Retired Member,
Eligible Spouse, or Beneficiary:

           (a) The Plan and Trust Agreement;

           (b) The summary plan description; and

           (c) The latest annual report.

      11.6 Reports Upon Request.  The Plan Administrator shall furnish to
any Member, Terminated Member, Retired Member, Eligible Spouse, or
Beneficiary who so requests in writing, once during any 12-month period,
a statement indicating, on the basis of the latest available information:

           (a) The total benefits accrued; and

           (b) The nonforfeitable benefits, if any, which have accrued, or
the earliest date on which benefits will become nonforfeitable.

      The Plan Administrator shall also furnish to any Member,
Terminated Member, Retired Member, Eligible Spouse, or Beneficiary who so
requests in writing, at a reasonable charge to be prescribed by regulation
of the Secretary of Labor, any document referred to in Section 11.5.

      11.7 Merger or Consolidation of Employer.  If the Employer is merged
or consolidated with another organization, or another organization acquires
all or substantially all of the Employer's assets, such organization may,
but shall not be required to, become the Employer hereunder by action of
its governing board.  Such change in Employers shall not be deemed a
termination of the Plan by either the predecessor or successor Employer.

      11.8 Plan Continuance Voluntary.  Although it is the intention of the
Employer that this Plan shall be continued and its contributions made
regularly, this Plan is entirely voluntary on the part of the Employer, and
the continuance of the Plan and the payments thereunder are not assumed as
a contractual obligation of the Employer.

                                      49


      11.9 Suspension of Contributions.  The Employer specifically reserves
the right, in its sole and uncontrolled discretion, to modify or suspend
contributions to the Plan (in whole or in part) at any time or from time to
time and for any period or periods, or to discontinue at any time the
contributions under this Plan.

      11.10 Agreement Not An Employment Contract.  This Plan shall not be
deemed to constitute a contract between the Employer and any Member or to
be a consideration or an inducement for the employment of any Member or
Employee.  Nothing contained in this Plan shall be deemed to give any
Member or Employee the right to be retained in the service of the Employer
or to interfere with the right of the Employer to discharge any Member or
Employee at any time regardless of the effect which such discharge shall
have upon such individual as a Member in the Plan.

      11.11 Facility of Payments.  In making any distribution to or for the
benefit of any minor or incompetent Member, Terminated Member, Retired
Member, Eligible Spouse, or Beneficiary or for the benefit of any other
Member, Terminated Member, Retired Member, Eligible Spouse, or Beneficiary
who, in the opinion of the Plan Administrator, is incapable of properly
using, expending, investing, or otherwise disposing of such distribution,
then the Plan Administrator, in its sole, absolute, and uncontrolled
discretion may, but need not, order the Trustee to make such distribution
to a legal or natural guardian or other relative of such minor or court
appointed committee of any incompetent, or to any adult with whom such
person temporarily or permanently resides; and any such guardian,
committee, relative, or other person shall have full authority and
discretion to expend such distribution for the use and benefit of such
person; and the receipt of such guardian, committee, relative or other
person shall be a complete discharge to the Trustee, without any
responsibility on its part or on the part of the Plan Administrator to see
to the application thereof.

      11.12 Unclaimed Benefits.  If any benefits payable to, or with
respect to, a Member are not claimed for a period of 7 years from the
date of entitlement, as determined by the Plan Administrator, and
following a diligent effort to locate such person, the person shall be
presumed dead and the post-death benefits, if any under this Plan, shall be
paid pursuant to the law of intestate succession of the State of Georgia,
as in effect on the date of payment, provided that the Member's benefits
shall be reinstated in the event that such person later files claim for
such benefits with the Plan Administrator and in the event that the Member
or his Eligible Spouse or other Beneficiary has not previously received the
Actuarial Equivalent of such benefits.  No benefits shall be paid
retroactively to the date of entitlement if the member cannot be located at
such time after a diligent search but later is found; instead, benefits
with respect to such Member shall be paid prospectively from the first date
of the month coincident with or immediately following the date on which the
Member files a claim therefore with the Plan Administrator.  Nothing in
this Section shall be construed to prohibit the Plan Administrator, in its
sole discretion, from paying benefits prior to the expiration of such 7-
year period to any surviving Eligible Spouse or other Beneficiary of a
Member who cannot be located after a diligent search has been conducted.

      11.13 Governing Law.  This Plan shall be administered in the United
States of America, and its validity, construction, and all rights hereunder

                                      50


shall be governed by the laws of the United States of America under ERISA.
To the extent that ERISA shall not be held to have preempted local law, the
Plan shall be administered under the laws of the State of Georgia.  If any
provision of the Plan shall be held invalid or unenforceable, the remaining
provisions hereof shall continue to be fully effective.

      11.14 Headings No Part of Agreement.  Headings of articles, sections,
and subsections of the Plan are inserted for convenience of reference.
They constitute no part of the Plan and are not to be considered in the
construction thereof.

      11.15 Merger or Consolidation of Plan.  This Plan and Trust shall not
be merged or consolidate with, nor shall any assets or liabilities be
transferred to, any other plan, unless the benefits payable to each Member
if the Plan was terminated immediately after such action would be equal to
or greater than the benefits to which such Member would have been entitled
if this Plan had been terminated immediately before such action.  Effective
as of the close of business on December 31, 2004, the Plan shall accept the
merger of the Sylvester Plan into the Plan, and, as soon as
administratively practicable thereafter, the related trust-to-trust
transfer of assets and liabilities, in accordance with the requirements of
Code Section 414(l).  The merger of the Sylvester Plan with and into the
Plan shall not decrease a Member's vested interest and shall not reduce a
Member's benefits in violation of Code Section 411(d)(6).  The Company and
the Plan Administrator shall have the authority to take such actions as may
be necessary to effectuate the merger of the Sylvester Plan with and into
the Plan and the related transfer of assets and liabilities.

      11.16 Indemnification.  The Employer hereby agrees to indemnify any
Employee or Member of the Board of the Employer to the full extent of any
expenses, penalties, damages, or other pecuniary loss which such Employee
or member may suffer as a result of his responsibilities, obligations, or
duties in connection with the Plan.  Such indemnification shall be paid by
the Employer to the Employee or member to the extent that fiduciary
liability insurance is not available to cover the payment of such items,
but in no event shall such items be paid out of Plan assets.

      11.17 Direct Transfer of Eligible Rollover Distributions.

            (a) Notwithstanding any provision of the Plan to the contrary,
with respect to any distribution made on or after January 1, 1993, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution
paid directly to an Eligible Retirement Plan specified by the Distributee
in a Direct Rollover.

            (b)	For the purposes of this Section 11.17, the following
definitions shall apply:

                (i) "Eligible Rollover Distribution" shall mean any
     distribution of all or any portion of the balance to the credit of the
     Distributee, except that an Eligible Rollover Distribution shall not
     include:  any distribution that is one of a series of substantially
     equal periodic payments (not less frequently than annually) made for
     the life (or life expectancy) of the Distributee or the joint lives
     (or joint life expectancies) of the Distributee and the Distributee's

                                      51


     designated Beneficiary, or for a specified period of ten years or more;
     any distribution to the extent such distribution is required under Code
     Section 401(a)(9); any hardship distribution described in Code
     Section 401(k)(2)(B) (i)(IV); or the portion of any distribution that
     is not includable in gross income (determined without regard to the
     exclusion for net unrealized appreciation with respect to employer
     securities).  Effective as of January 1, 2007, an Eligible Rollover
     Distribution shall include any after-tax contributions credited to the
     Distributee, provided, however, that the Eligible Retirement Plan to
     which such contributions would be transferred to in a Direct Rollover
     agrees to account separately for such amounts so transferred (including
     interest thereon), including accounting separately for the portion of
     the distribution which is includible in gross income and the portion of
     the distribution which is not includible in gross income.

                (ii) "Eligible Retirement Plan" shall mean an individual
     retirement account described in Code Section 408(a), an individual
     retirement annuity described in Code Section 408(b), an annuity plan
     described in Code Section 403(a), or a qualified trust described in
     Code Section 401(a), that accepts the Distributee's Eligible Rollover
     Distribution.  However, in the case of an Eligible Rollover
     Distribution to the surviving spouse, an Eligible Retirement Plan shall
     mean only an individual retirement account or individual retirement
     annuity.  An Eligible Retirement Plan shall also mean an annuity
     contract described in Code Section 403(b) and an eligible plan under
     Code Section 457(b) which is maintained by a state, political
     subdivision of a state, or any agency or instrumentality of a state or
     political subdivision of a state and which agrees to separately account
     for amounts transferred into such plan from this Plan.  The definition
     of Eligible Retirement Plan shall also apply in the case of a
     distribution to a surviving spouse, or to a spouse or former spouse
     who is the alternate payee under a qualified domestic relation order,
     as defined in Code Section 414(p).  For distributions made on or
     after January 1, 2008, Eligible Retirement Plan shall also include a
     Roth IRA described in Code Section 408A(b).

                (iii) "Distributee" shall mean an Employee or former
     Employee.  In addition, the Employee's or former Employee's surviving
     spouse and the Employee's or former Employee's spouse or former spouse
     who is the alternate payee under a qualified domestic relations order,
     as defined in Code Section 414(p), are Distributees with regard to the
     interest of the spouse or former spouse.  Effective as of
     January 1, 2010, a non-spouse beneficiary who is a "designated
     beneficiary" under Code Section 401(a)(9)(E) and the regulations
     thereunder (a "Non Spouse Beneficiary") shall be a Distributee with
     respect to the rights set forth in Section 11.17(c).

                (iv) "Direct Rollover" shall mean a payment to the Eligible
     Retirement Plan specified by the Distributee either by direct transfer
     from the Plan, or by delivery of the distribution check by the
     Distributee, provided such check is made out in a manner to ensure that
     it is negotiable only by the trustee of the Eligible Retirement Plan.

            (c) Non-Spouse Beneficiary Rollover Right.  For distributions
beginning on or after January 1, 2010, a Non-Spouse Beneficiary by a direct
trustee to trustee transfer may roll over all or any part of his or her

                                      52


distribution to an Eligible Retirement Plan which is an individual
retirement account described in Code Section 408(a) or an individual
retirement annuity described in Code Section 408(b) (collectively, an
"IRA") established on behalf of the Non-Spouse Beneficiary for purposes of
receiving the distribution., provided the distribution qualifies as an
Eligible Rollover Distribution.  To the extent provided under applicable
law and for purposes provided under this paragraph, a trust maintained for
the benefit of one or more designated beneficiaries shall be treated in the
same manner as a trust designated beneficiary.

                (i) Trust Beneficiary  If the Member's named Beneficiary is
     a trust, the Plan may make a direct rollover to an IRA on behalf of the
     trust, provided the trust satisfies the requirements to be a designated
     Beneficiary within the meaning of Code Section 401(a)(9)(E).

                (ii) Required Minimum Distributions Not Eligible for
     Rollover.  A Non-Spouse Beneficiary may not rollover an amount that is
     a required minimum distribution, as determined under the applicable
     Treasury Regulations and other Internal Revenue Service guidance.  If
     the Member dies before his or her Required Beginning Date (as defined
     in Section 6.6) and the Non-Spouse Beneficiary rolls over to an IRA
     the maximum amount eligible for rollover, the Beneficiary may elect to
     use either the 5-year rule or the life expectancy rule, pursuant to
     Treasury Regulations Section 1.401(a)(9)-3, A-4(c), in determining the
     required minimum distributions from the IRA that receives the
     Non-Spouse Beneficiary's distribution.


                                  ARTICLE XII

                             TOP-HEAVY PROVISIONS

      12.1 Application.  For Plan Years beginning January 1, 1984 or later,
in the event that the Plan is determined to be a Top-Heavy Plan as
hereinafter defined, this Article XII shall become effective as of the
first day of the Plan Year in which the Plan is a Top-Heavy Plan.

      12.2 Definitions.

           (a) Top Heavy Compensation.  For purposes of this Section of the
Plan, Top-Heavy Compensation means an individual's compensation (as
determined under Code Section 415(c)(3)) from the Employer for the Plan
Year, as adjusted pursuant to Code Section 415(d); provided, however, that
for purposes of determining Key Employees, Top-Heavy Compensation shall be
increased by elective contributions under a cafeteria plan (Code
Section 125), elective deferrals (Code Sections 401(k) and 401(a)(8)), and
contributions to a SEP (Code Section 402(h)(1)(B)), and, in the case of
Employer contributions made pursuant to a salary reduction agreement,
increased by contributions to a tax-sheltered annuity (Code
Section 403(b)).

           (b) Minimum Benefit.  The accrued benefit equal to two percent
(2%) of a Member's average Top Heavy Compensation for each Year of Service
disregarding Years of Service when the Plan was not a Top-Heavy Plan.



                                      53


           (c) Top-Heavy Plan.  A plan that is required in such year to
satisfy the requirements of Code Section 416 because the aggregate of the
Accrued Retirement Benefits of all Key Employees in the Plan exceeds sixty
percent (60%) of the aggregate of the Accrued Retirement Benefits of all
Members in the Plan, such determination to be made in accordance with the
procedures described in Code Section 416(g) and the regulations thereunder
as of the Annual Valuation Date immediately preceding such Plan Year (or in
the case of the first Plan Year, as of the last day of such Plan Year).
The Accrued Retirement Benefit of any Member who has not performed any
services for the Employer in the past five years shall not be included.
For purposes of determining whether the Plan is a Top-Heavy Plan, the Plan
shall be aggregated with all other plans maintained by the Employer which
are required to be aggregated with the Plan in order for the Plan to meet
the requirements of Code Sections 401(a)(4) and 410, and all other plans
maintained by the Employer in which a Key Employee is a Member (the
"Required Aggregation Group.")  The Plan may also be aggregated with any
other plans maintained by the Employer (the "Permissive Aggregation Group")
so long as such aggregation would not prevent the aggregated group from
satisfying the requirements of Code Sections 401(a)(4) and 410.

      12.3 Accrual of Minimum Benefit.  For any Plan Year in which the Plan
is a Top-Heavy Plan, the Minimum Benefit as defined in Section 12.2(b)
shall be accrued for each Member who is not a Key Employee, provided that
the total Minimum Benefit accrued for a non-Key Employee under this
provision shall not exceed 20% of his Top Heavy Compensation.

      Effective January 1, 2007, any minimum benefits required by this
Article XII will be provided under one or more of the defined contribution
plans maintained by the Employer.

      12.4 Vesting.  If for any Plan Year or Years the Plan is a Top-Heavy
Plan, an Employee's vested interest in his Accrued Benefit for such Plan
Year and all preceding Plan Years shall not be less than as determined
under the following vesting schedule:

<TABLE>

<CAPTION>

<S>                   <C>                          <C>
Years of Service      Vested Percentage            Forfeited Percentage
  Less than 2                   0%                        100%
       2                       20%                         80%
       3                       40%                         60%
       4                       60%                         40%
       5                       80%                         20%
       6                      100%                          0%

</TABLE>

      If the Plan ceases to be a Top-Heavy Plan, the vesting schedule in
this Section 12.4 shall revert to the provisions in Section 5.1; provided
that any portion of the accrued benefit that was nonforfeitable before the
Plan ceases to be a Top-Heavy Plan shall remain nonforfeitable, and further
provided that any Member who has three (3) or more Years of Service at the
time the Plan ceases to be a Top-Heavy Plan shall have the right to elect

                                      54


during the Election Period (as hereinafter defined) to continue to have his
vested interest determined in accordance with the vesting schedule
contained in this Section 12.4.

      For the purposes of this Section 12.4, Years of Service shall include
Service prior to the Effective Date, and shall include Service during the
Election Period.  The Election Period shall be the period during which such
Members may make such vesting schedule election and shall begin on the date
of the adoption of the amendment which changes the vesting schedule and
shall end on the later of:

              (i)   The date which is 60 days after the adoption of the
     amendment which changes the vesting schedule;

              (ii)  The date which is 60 days after the effective date of
     the amendment which changes the vesting schedule; or

              (iii) The date which is 60 days after the date such Member is
     notified in writing of the amendment which changes the vesting
     schedule.

      12.5 Post-EGTRRA Top-Heavy Provisions.

           (a) Effective date.  This Section 12.5 shall apply for purposes
of determining whether the Plan is a Top-Heavy Plan under Code
Section 416(g) for Plan Years beginning after December 31, 2001, and whether
the Plan satisfies the minimum benefits requirements of Code Section 416(c)
for such years.  This Section 12.5 amends Sections 12.1 through 12.4 of the
Plan.

           (b) Determination of Top-Heavy Status.

               (i) Key Employee.  Key Employee means any Employee or former
     Employee (including any deceased Employee) who at any time during the
     Plan Year that includes the determination date was an officer of the
     Employer having annual compensation greater than $135,000 (as adjusted
     under Code Section 416(i)(1) for Plan Years beginning after
     December 31, 2005), a 5% owner of the Employer, or a 1% owner of the
     Employer having annual compensation of more than $150,000.  For this
     purpose, annual compensation means compensation within the meaning of
     Code Section 415(c)(3).  The determination of who is a Key Employee
     will be made in accordance with Code Section 416(i)(1) and the
     applicable regulations and other guidance of general applicability
     issued thereunder.

               (ii) Determination of Present Values and Amounts.  This
     Section 12.5(b)(ii)(2) shall apply for purposes of determining the
     present value of accrued benefits of Employees as of the determination
     date.
                    (1) Distributions During Year Ending on the Determination
                        Date.  The present value of accrued benefits of an
                        Employee as of the determination date shall be
                        increased by the distributions made with respect to
                        the Employee under the Plan and any plan aggregated
                        with the Plan under Code Section 416(g)(2) during
                        the 1-year period ending on the determination date.

                                      55


                        The preceding sentence shall also apply to
                        distributions under a terminated plan which, had it
                        not been terminated, would have been aggregated with
                        the Plan under Code Section 416(g)(2)(A)(i).  In the
                        case of a distribution made for a reason other than
                        separation from service or, effective as of
                        January 1, 2002, severance from employment, death,
                        or disability, this provision shall be applied by
                        substituting "5-year period" for "1-year period."

                    (2) Employees Not Performing Services During Year Ending
                        on the Determination Date.  The accrued benefits of
                        any individual who has not performed services for the
                        Employing Unit during the 1-year period ending on the
                        determination date shall not be taken into account.

           (c) Minimum Benefits.  For purposes of satisfying the minimum
benefit requirements of Code Section 416(c)(1), in determining Years of
Service with the Employer, any Service with the Employer shall be
disregarded to the extent that such Service occurs during a Plan Year when
the Plan benefits (within the meaning of Code Section 410(b)) no Key
Employee or former Employee.



      IN WITNESS WHEREOF, the Employer has caused this amended and  restated
Plan to be executed as of the day and year first above written, and
effective as of January 1, 2009.

                                     EMPLOYERS:

                                     SOUTHWEST GEORGIA FINANCIAL CORPORATION

                                     By:     /s/ DeWitt Drew
                                     Office: President and CEO

(CORPORATE SEAL)                     Attest: /s/ Robert H. Craft
                                     Office: Secretary



















                                      56



                                    ANNEX A
                           AMENDMENTS REQUIRED UNDER
                    SECTION 415 REGULATIONS, PFEA AND WRERA

I.   PREAMBLE AND EFFECTIVE DATE

This Annex A to the Plan is adopted to reflect certain provisions of the
final regulations under Section 415 of the Code, the Pension Funding Equity
Act of 2004, and the Worker, Retiree and Employer Recovery Act of 2008.
This Annex A shall be effective as stated herein and shall modify, amend,
and supersede the provisions of Section 6.1 of the Plan to the extent those
provisions are inconsistent with the provisions of this Annex A.

This Annex A shall apply in Limitation Years beginning on or after July 1,
2007, except as otherwise provided herein.

II.  MAXIMUM PERMISSIBLE BENEFIT

Notwithstanding any other provision of the Plan, in no event shall the
annual accrued benefit accrued by a Member nor the annual benefit payable
to a Member under this Plan attributable to Employer contributions and
payable as a straight life annuity at Normal Retirement Age exceed the
lesser of the Defined Benefit Dollar Limitation or the Defined Benefit
Compensation Limitation.

     A. Applicable Mortality Table.  For purposes of the Annex A, the
        term Applicable Mortality Table shall be the applicable mortality
        table described under Code Section 417 (e)(3)(B).

     B. Defined Benefit Compensation Limitation: 100% of a Member's
        High Three-Year Average Compensation, payable in the form of a
        straight life annuity.

     C. Defined Benefit Dollar Limitation: Effective for Limitation
        Years ending after December 31, 2005, the Defined Benefit Dollar
        Limitation is $170,000, automatically adjusted under Code
        Section 415(d) and as provided in G. below, effective January 1
        of each year, as published in the Internal Revenue Bulletin, and
        payable in the form of a straight life annuity. The new limitation
        shall apply to Limitation Years ending with or within the
        calendar year of the date of the adjustment, but a Member's
        benefits shall not reflect the adjusted limit prior to January 1
        of that calendar year.

     D  Adjustment for Less Than 10 Years of Participation or Service: If
        the Member has less than 10 years of participation in the Plan, the
        Defined Benefit Dollar Limitation shall be multiplied by a
        fraction -- (i) the numerator of which is the number of Years (or
        part thereof, but not less than one year) of participation in the
        Plan, and (ii) the denominator of which is 10. In the case of a
        Member who has less than ten years of Years of Service with the
        Employer, the Defined Benefit Compensation Limitation shall be
        multiplied by a fraction -- (i) the numerator of which is the
        number of years (or part thereof, but not less than one year) of
        Years of Service with the Employer, and (ii) the denominator of
        which is 10.
                                     A-1



     E. Adjustment of Defined Benefit Dollar Limitation for Benefit
        Commencement Before Age 62 or after Age 65:  The Defined Benefit
        Dollar Limitation shall be adjusted if the Annuity Starting Date
        of the Member's benefit is before age 62 or after age 65. If the
        Annuity Starting Date is before age 62, the Defined Benefit Dollar
        Limitation shall be adjusted under Section III. If the Annuity
        Starting Date is after age 65, the Defined Benefit Dollar
        Limitation shall be adjusted under Section IV.

     F. High Three-Year Average Compensation: The average Compensation for
        the three consecutive years of Years of Service (or, if the Member
        has less than three consecutive years of Years of Service, the
        Member's longest consecutive period of Years of Service, including
        fractions of years, but not less than one year) with the Employer
        that produces the highest average. Any rehired Member's High
        Three-Year Average Compensation will be the amount determined
        under this Section II.F. or, if greater, the amount determined
        under Treas. Reg. Section 1.415(d)-1(a)(2)(iii).

        Compensation for purposes of this Annex A means regular compensation
        for services during the Employee's regular working hours, or
        compensation for services outside the Employee's regular working
        hours (such as overtime or shift differential), commissions,
        bonuses or other similar payments, must be counted as annual
        Compensation if such payment is made within two and one-half
        (2 1/2) months after severance from employment with the Employer
        and the payment would have been paid to the Employee if the
        employment had continued.

        Back pay, within the meaning of Treasury Regulations
        Section 1.415(c)-2(g)(8), shall be treated as annual Compensation
        for the Limitation Year to which the back pay relates to the extent
        that back pay represents wages and compensation that would otherwise
        be included under this definition.

     G. Annual Adjustment of Limitations:  The Defined Benefit Compensation
        Limitation and the Defined Benefit Dollar Limitation shall be
        adjusted annually permitting an increase in a Member's periodic
        payments effective for payments due on or after January 1 of the
        Limitation Year for which the increase in the Limitation Year is
        effective.  The adjusted limitation shall be equal to the greater
        of the amount that would be permitted without regard to the
        adjustment multiplied by a fraction, the numerator of which is the
        Defined Benefit Dollar Limitation or Defined Benefit Compensation
        Limitation, whichever is less, taking into account the adjustment
        and the denominator of which is the limitation in effect for the
        immediately preceding Limitation Year.

        (1) The Defined Benefit Dollar Limitation shall be adjusted for each
            Limitation Year by multiplying the limitation applicable for the
            immediately preceding Limitation Year by an annual adjustment
            factor, with any result that is not a multiple of $5,000 rounded
            down to the next lowest multiple of $5,000. For purposes of this
            Section G.(1), the "annual adjustment factor" is a fraction, the
            numerator of which is the value of the "applicable index" for

                                      A-2


            the calendar quarter ending September 30 of the calendar year
            preceding the calendar year for which the adjustment is being
            made and the denominator of which is the value of such index for
            the calendar quarter beginning July 1, 2001; provided that if
            the fraction determined under this sentence is less than one (1),
            then such fraction shall be deemed to be equal to (1).

        (2) The Defined Benefit Compensation Limitation shall be adjusted for
            each Limitation Year after the Member's termination of employment
            by multiplying the limitation applicable for the immediately
            preceding Limitation Year by an annual adjustment factor. For
            purposes of this Section G. (2), the "annual adjustment factor"
            is a fraction, the numerator of which is the value of the
            "applicable index" for the calendar quarter ending
            September 30 of the calendar year preceding the calendar year
            for which the adjustment is being made and the denominator of
            which is the value of such index for the September 30 of the
            calendar year prior to the calendar year used in the numerator;
            provided that if the fraction determined under this sentence is
            less than one (1), then such fraction shall be deemed to be
            equal to one (1) and the adjustment factor for future calendar
            years will be determined in accordance with guidance prescribed
            by the Commissioner of the Internal Revenue Service and published
            in the Internal Revenue Bulletin.

        (3) For purposes of this Section G., the "applicable index" is
            determined consistent with the procedures to adjust benefit
            amounts under Section 215(i)(2)(A) of the Social Security Act.

     H. If the Member is, or has ever been, a participant in another
        qualified defined benefit plan (without regard to whether the
        plan has been terminated) maintained by the Employer or a
        predecessor employer, the sum of the Member's annual benefits from
        all such plans may not exceed the maximum permissible benefit.

III. ADJUSTMENT OF DEFINED BENEFIT DOLLAR LIMITATION FOR BENEFIT
     COMMENCEMENT BEFORE AGE 62

     A. Limitation Years Beginning Before July 1, 2007.  The applicable
        provisions of Section 6.1 shall apply.


     B. Limitation Years Beginning On or After July 1, 2007.

       (1) Plan Does Not Have Immediately Commencing Straight Life
           Annuity Payable at Both Age 62 and the Age of Benefit
           Commencement.  If the Annuity Starting Date for the Member's
           benefit is prior to age 62 and occurs in a Limitation Year
           beginning on or after July 1, 2007, and the Plan does not have
           an immediately commencing straight life annuity payable at both
           age 62 and the age of benefit commencement, the Defined Benefit
           Dollar Limitation for the Member's Annuity Starting Date is the
           annual amount of a benefit payable in the form of a straight
           life annuity commencing at the Member's Annuity Starting Date
           that is the actuarial equivalent of the Defined Benefit Dollar
           Limitation (adjusted under Section II.D. for years of

                                     A-3


           participation less than 10, if required), computed using a
           five-percent interest rate assumption and the Applicable Mortality
           Table for the Annuity Starting Date (and expressing the Member's
           age based on completed calendar months as of the Annuity Starting
           Date).

       (2) Plan Has Immediate Commencing Straight Life Annuity Payable at
           Both Age 62 and the Age of Benefit Commencement.  If the Annuity
           Starting Date for the Member's benefit is prior to age 62 and
           occurs in a Limitation Year beginning on or after July 1, 2007,
           and the Plan has an immediately commencing straight life annuity
           payable at both age 62 and the age of benefit commencement, the
           Defined Benefit Dollar Limitation for the Member's Annuity
           Starting Date is the lesser of the limitation determined under
           the above paragraph and the Defined Benefit Dollar Limitation
           (adjusted under Section II.D. for years of participation less
           than 10, if required) multiplied by the ratio of the annual
           amount of the immediately commencing straight life annuity
           under the Plan at the Member's Annuity Starting Date to the
           annual amount of the immediately commencing straight life
           annuity under the Plan at age 62, both determined without
           applying the limitations of Article VI, as modified by this
           Annex A.

IV.  ADJUSTMENT OF DEFINED BENEFIT DOLLAR LIMITATION FOR BENEFIT
     COMMENCEMENT AFTER AGE 65

     A. Limitation Years Beginning Before July 1, 2007.  The provisions
        of Section 6.1 shall apply.

     B. Limitation Years Beginning On or After July 1, 2007.

        (1). Plan Does Not Have Immediately Commencing Straight Life Annuity
             Payable at Age 65 and the Age of Benefit Commencement.  If the
             Annuity Starting Date for the Member's benefit is after age 65
             and occurs in a Limitation Year beginning on or after
             July 1, 2007, and the Plan does not have an immediately
             commencing straight life annuity payable at both age 65 and the
             age of benefit commencement, the Defined Benefit Dollar
             Limitation at the Member's Annuity Starting Date is the annual
             amount of a benefit payable in the form of a straight life
             annuity commencing at the Member's Annuity Starting Date that
             is the actuarial equivalent of the Defined Benefit Dollar
             Limitation (adjusted under Section II.D. for years of
             participation less than 10, if required), computed using a
             five-percent interest rate assumption and the Applicable
             Mortality Table for that Annuity Starting Date (and expressing
             the Member's age based on completed calendar months as of
             the Annuity Starting Date).

        (2). Plan Has Immediately Commencing Straight Life Annuity Payable
             at Age 65 and the Age of Benefit Commencement.  If the Annuity
             Starting Date for the Member's benefit is after age 65 and
             occurs in a Limitation Year beginning on or after July 1, 2007,
             and the Plan has an immediately commencing straight life
             annuity payable at both age 65 and the age of benefit

                                     A-4


             commencement, the Defined Benefit Dollar Limitation at the
             Member's Annuity Starting Date is the lesser of the
             limitation determined in the paragraph immediately above
             and the Defined Benefit Dollar Limitation (adjusted under
             Section II.D. for years of participation less than 10, if
             required) multiplied by the ratio of the annual amount of
             the adjusted immediately commencing straight life annuity
             under the Plan at the Member's Annuity Starting Date to the
             annual amount of the adjusted immediately commencing straight
             life annuity under the Plan at age 65, both determined without
             applying the limitations of this paragraph. For this purpose,
             the adjusted immediately commencing straight life annuity under
             the Plan at the Member's Annuity Starting Date is the annual
             amount of such annuity payable to the Member, computed
             disregarding the Member's accruals after age 65 but including
             actuarial adjustments even if those actuarial adjustments
             are used to offset accruals; and the adjusted immediately
             commencing straight life annuity under the Plan at age 65
             is the annual amount of such annuity that would be payable
             under the Plan to a hypothetical Member who is age 65 and has
             the same accrued benefit as the Member.

V.   LIMITATIONS ON BENEFITS

The determination of actuarial equivalent of forms of benefit other than a
straight life annuity shall be made in accordance with paragraph A or B
below.

     A. Benefit Forms Not Subject to Section 417(e)(3) of the Code:  The
        straight life annuity that is actuarially equivalent to the Member's
        form of benefit shall be determined under this paragraph A if the
        form of the Member's benefit is either (A) a nondecreasing annuity
        (other than a straight life annuity) payable for a period of not
        less than the life of the Member (or, in the case of a Qualified
        Preretirement Survivor Annuity, the life of the surviving spouse),
        or (B) an annuity that decreases during the life of the Member
        merely because of (i) the death of the survivor annuitant (but only
        if the reduction is not below 50% of the benefit payable before the
        death of the survivor annuitant), or (ii) the cessation or
        reduction of Social Security supplements or qualified disability
        payments (as defined in Section 401(a)(11) of the Code).

        For Limitation Years beginning on or after July 1, 2007, the
        actuarially equivalent straight life annuity is equal to the
        greater of (i) the annual amount of the straight life annuity
        (if any) payable to the Member under the Plan commencing at the
        same Annuity Starting Date as the Member's form of benefit; and
        (ii) the annual amount of the straight life annuity commencing at
        the same Annuity Starting Date that has the same actuarialpresent
        value as the Member's form of benefit, computed using a five-
        percent interest rate assumption and the applicable mortality table
        (or other tabular factor) defined in Section 1.2 for that Annuity
        Starting Date.

     B. For purposes of adjustments under Section V., no actuarial adjustment
        to the benefit shall be made for:

                                     A-5



        (1) survivor benefits payable to a surviving Spouse under a
            qualified joint and survivor annuity to the extent such
            benefits would not be payable if the Member's benefit were
            paid in another form;

        (2) ancillary benefits that are not directly related to retirement
            benefits (such as a qualified disability benefit, pre-retirement
            incidental death benefits, and post-retirement medical benefits);
            or

        (3) the inclusion in the form of benefit of an automatic benefit
            increase feature, provided the form of benefit is not subject
            to Code Section 417(e)(3) and would otherwise satisfy the
            limitations of this Annex A, and the Plan provides that the
            amount payable under the form of benefit in any Limitation Year
            shall not exceed the limits of this Annex A applicable at the
            Annuity Starting Date, as increased in subsequent years pursuant
            to Code Section 415(d). For this purpose, an automatic benefit
            increase feature is included in a form of benefit if the form
            of benefit provides for automatic, periodic increases to the
            benefits paid in that form.



































                                     A-6



                                    ANNEX B
                            FUNDING-BASED LIMITS ON
                         BENEFITS AND BENEFIT ACCRUALS

I.   PREAMBLE

This Annex B to the Plan is adopted to reflect certain provisions of the
Pension Protection Act of 2006 ("PPA") and the Worker, Retiree and Employer
Recovery Act of 2008.  This Annex B shall be effective as stated herein and
shall supersede the provisions of the Plan to the extent those provisions
are inconsistent with the provisions of this Annex B.  Notwithstanding
anything in this Annex B to the contrary, the provision of Code Section 436
and the regulations thereunder are incorporated herein by reference.  Also,
notwithstanding any language set forth in this Annex B of the Plan,
effective as of December 31, 2006, the Plan was amended to freeze all
future benefit accruals.

II.  EFFECTIVE DATE AND APPLICATION OF ANNEX B

The provisions of this Annex B apply to Plan Years beginning after December
31, 2007.  For purposes of this Annex B, the term Plan shall include any
predecessor plan.  If the Plan has a valuation date other than the first
day of the Plan Year, the provisions of Code Section 436 and this Annex B
will applied in accordance with the regulations thereunder.

III. FUNDING-BASED LIMITATION ON SHUTDOWN BENEFITS AND OTHER UNPREDICTABLE
     CONTINGENT EVENT BENEFITS

     A. In General:  If a Member is entitled to an "unpredictable contingent
        event benefit" payable with respect to any event occurring during
        any Plan Year, then such benefit may not be provided if the
        "adjusted funding target attainment percentage" for such Plan Year:

        (1) is less than sixty percent (60%) or,

        (2) would be less than sixty percent (60%) percent taking into
            account such occurrence.

     B. Exemption: Paragraph A. shall cease to apply with respect to any
        Plan Year, effective as of the first day of the Plan Year, upon
        payment by the Employer of a contribution (in addition to any
        minimum required contribution under Code Section 430) equal to:

        (1) in the case of A.(1) above, the amount of the increase in the
            funding target of the Plan (under Code Section 430) for the Plan
            Year attributable to the occurrence referred to in paragraph A,
            and

        (2) in the case of A.(2) above, the amount sufficient to result in an
            "adjusted funding target attainment percentage" of sixty
            percent (60%).

     C. Unpredictable Contingent Event Benefit: For purposes of this Section,
        the term "unpredictable contingent event benefit" means any benefit
        payable solely by reason of:

                                     B-1


        (1) a plant shutdown (or similar event, as determined by the
            Secretary of the Treasury), or


        (2) an event other than the attainment of any age, performance
            of any service, receipt or derivation of any compensation,
            or occurrence of death or disability.

IV.  LIMITATIONS ON PLAN AMENDMENTS INCREASING LIABILITY FOR BENEFITS

The Employer reserves the right to modify, amend or terminate the Plan as
provided in Article VIII; provided, however, the following shall apply:

     A. In General: No amendment which has the effect of increasing
        liabilities of the Plan by reason of increases in benefits,
        establishment of new benefits, changing the rate of benefit
        accrual, or changing the rate at which benefits become
        nonforfeitable may take effect during any Plan Year if the
        "adjusted funding target attainment percentage" for such Plan
        Year is:

        (1) less than eighty percent (80%), or

        (2) would be less than eighty percent (80%) taking into
            account such amendment.

     B. Exemption: Paragraph A. above shall cease to apply with respect
        to any Plan Year, effective as of the first day of the Plan Year
        (or if later, the effective date of the amendment), upon payment
        by the Employer of a contribution (in addition to any minimum
        required contribution under Code Section 430) equal to:

        (1) in the case of paragraph A.(1) above, the amount of the increase
            in the funding target of the Plan (under Code Section 430) for
            the Plan Year attributable to the amendment, and

        (2) in the case of paragraph A.(2) above, the amount sufficient to
            result in an "adjusted funding target attainment percentage" of
            eighty percent (80%).

     C. Exception for Certain Benefit Increases: Paragraph A. shall not apply
        to any amendment which provides for an increase in benefits under a
        formula which is not based on a Member's compensation, but only if
        the rate of such increase is not in excess of the contemporaneous
        rate of increase in average wages of Members covered by the
        amendment.

V.   LIMITATIONS ON ACCELERATED BENEFIT DISTRIBUTIONS

The following shall apply to the payment of benefits under the Plan except
to the extent the Plan is exempt from the requirements of this Section V by
reason of Code Section 436(d)(4):

     A. Funding Percentage Less Than Sixty Percent (60%):  If the Plan's
        "adjusted funding target attainment percentage" for a Plan Year
        is less than sixty percent (60%), then the Plan may not pay any

                                     B-2


        "prohibited payment" after the valuation date for the Plan Year.

     B. Bankruptcy: During any period in which the Employer is a debtor
        in a case under Title 11, United States Code, or similar Federal
        or State law, the Plan may not pay any "prohibited payment."
        The preceding sentence shall not apply on or after the date on
        which the enrolled actuary of the Plan certifies that the
        "adjusted funding target attainment percentage" of the Plan is not
        less than one hundred percent (100%).

     C. Limited Payment if Percentage at Least Sixty Percent (60%) but Less
        Than Eighty Percent (80%):

        (1) In General: If the Plan's "adjusted funding target attainment
            percentage" for a Plan Year is sixty percent (60%) or greater
            but less than eighty percent (80%), then the Plan may not pay
            any "prohibited payment" after the valuation date for the Plan
            Year to the extent the amount of the payment exceeds the
            lesser of:

            (i)  fifty (50) percent of the amount of the payment which
                 could be made without regard to this Section, or

            (ii) the present value (determined under guidance prescribed
                 by the Pension Benefit Guaranty Corporation, using the
                 interest and mortality assumptions under Code
                 Section 417(e)) of the maximum guarantee with respect to
                 the Member under ERISA Section 4022.

        (2) One-Time Application:

            (i)  In General: Only one "prohibited payment" meeting the
                 requirements of subparagraph C.(1) may be made with
                 respect to any Member during any period of consecutive Plan
                 Years to which the limitations under either paragraph
                 A. or B. or this paragraph applies.

            (ii) Treatment of Beneficiaries: For purposes of this
                 subparagraph, a Member and any Beneficiary (including an
                 alternate payee, as defined in Code Section 414(p)(8)) shall
                 be treated as one Member. If the Accrued Benefit of a Member
                 is allocated to such an alternate payee and one or more
                 other persons, the amount under subparagraph C.(1) shall be
                 allocated among such persons in the same manner as the
                 Accrued Benefit is allocated unless the qualified domestic
                 relations order (as defined in Code Section 414(p)(1)(A))
                 provides otherwise.

     D. Exception: This Section shall not apply for any Plan Year if the
        terms of the Plan (as in effect for the period beginning on
        September 1, 2005, and ending with such Plan Year) provide for no
        benefit accruals with respect to any Member during such period.

     E. "Prohibited Payment": For purposes of this Section, the term
        "prohibited payment" means:


                                     B-3


        (A) any payment, in excess of the monthly amount paid under a
            single life annuity (plus any Social Security supplements
            described in the last sentence of Code Section 411(a)(9)),
            to a Member or Beneficiary whose Annuity Starting Date occurs
            during any period a limitation under paragraph
            A. or B. is in effect,

        (B) any payment for the purchase of an irrevocable commitment from
            an insurer to pay benefits, and

        (C) any other payment specified by the Secretary of the Treasury
            in regulations under Code Section 436(d)(5)(C).

        Such term shall not include the payment of a benefit which under
            Code Section 411(a)(11) may be immediately distributed without
            the consent of the Member.

VI.  LIMITATION ON BENEFIT ACCRUALS FOR PLANS WITH SEVERE FUNDING SHORTFALLS

Notwithstanding any other provision of the Plan, effective as of December
31, 2006, the Plan was amended to freeze all future benefit accruals.

     A. In General: If the Plan's "adjusted funding target attainment
        percentage" for a Plan Year is less than sixty percent (60%),
        benefit accruals under the Plan shall cease as of the valuation
        date for the Plan Year.

     B. Exemption: Paragraph (1) shall cease to apply with respect to any
        Plan Year, effective as of the first day of the Plan Year, upon
        payment by the Employer of a contribution (in addition to any
        minimum required contribution under Code Section 430) equal to
        the amount sufficient to result in an "adjusted funding target
        attainment percentage" of sixty percent (60%).

VII. RULES RELATING TO CONTRIBUTIONS REQUIRED TO AVOID BENEFIT LIMITATIONS

     A. Provision of Security:

        (1) In General: For purposes of this Annex B, the "adjusted funding
            target attainment percentage" shall be determined by treating as
            an asset of the Plan any security provided by the Employer in a
            form meeting the requirements of subparagraph (2).

        (2) Form of Security: The security required under subparagraph (1)
            shall consist of:

            (i)   a bond issued by a corporate surety company that is an
                  acceptable surety for purposes of ERISA Section 412,

            (ii)  cash, or United States obligations which mature in three
                  (3) years or less, held in escrow by a bank or similar
                  financial institution, or

            (iii) such other form of security as is satisfactory to the
                  Secretary and the parties involved.


                                     B-4


        (3) Enforcement: Any security provided under subparagraph (1) may
            be perfected and enforced at any time after the earlier of:

            (i)   the date on which the Plan terminates,

            (ii)  if there is a failure to make a payment of the minimum
                  required contribution for any Plan Year beginning after
                  the security is provided, the due date for the payment
                  under section 430(j), or

            (iii) if the "adjusted funding target attainment percentage"
                  is less than sixty percent (60%) for a consecutive period
                  of 7 years, the valuation date for the last year in the
                  period.

        (4) Release of Security: The security shall be released (and any
            amounts thereunder shall be refunded together with any interest
            accrued thereon) at such time as the Secretary may prescribe in
            Regulations, including Regulations for partial releases of the
            security by reason of increases in the "adjusted funding target
            attainment percentage."

     B. Prefunding Balance or Funding standard Carryover Balance May Not
        be Used: No prefunding balance or funding standard carryover balance
        under Code Section 430(f) may be used under Sections III., IV. or VI
        to satisfy any payment an Employer may make under any such Section
        to avoid or terminate the application of any limitation under such
        Section.

     C. Deemed Reduction of Funding Balances:

        (1) In General: Subject to subparagraph (3), in any case in which
            a benefit limitation under Section III., IV., V., or VI would
            (but for this subparagraph and determined without regard to
            subsection III.B., IV.B., or VI.B.) apply to such Plan for the
            Plan Year, the Employer shall be treated for purposes of this
            title as having made an election under Code Section 430(f) to
            reduce the prefunding balance or funding standard carryover
            balance by such amount as is necessary for such benefit
            limitation to not apply to the Plan for such Plan Year.

        (2) Exception for Insufficient Funding Balances: Subparagraph (1)
            shall not apply with respect to a benefit limitation for any
            Plan Year if the application of subparagraph (1) would not
            result in the benefit limitation not applying for such Plan
            Year.

VIII.PRESUMED UNDERFUNDING FOR PURPOSES OF BENEFIT LIMITATIONS

     A. Presumption of Continued Underfunding: In any case in which a benefit
        limitation under Section III., IV., V., or VI has been applied to a
        Plan with respect to the Plan Year preceding the current Plan Year,
        the "adjusted funding target attainment percentage" of the Plan for
        the current Plan Year shall be presumed to be equal to the "adjusted
        funding target attainment percentage" of the Plan for the preceding
        Plan Year until the enrolled actuary of the Plan certifies the actual

                                     B-5


        "adjusted funding target attainment percentage" of the Plan for the
        current Plan Year.

     B. Presumption of Underfunding after Tenth Month: In any case in which
        no certification of the "adjusted funding target attainment
        percentage" for the current Plan Year is made with respect to the
        Plan before the first day of the 10th month of such year, for
        purposes of Section III., IV., V., or VI, such first day shall be
        deemed, for purposes of such Section, to be the valuation date of
        the Plan for the current Plan Year and the Plan's "adjusted funding
        target attainment percentage" shall be conclusively presumed to be
        less than sixty percent (60%) as of such first day.

     C. Presumption of Underfunding after Fourth Month for Nearly Underfunded
        Plans:

        In any case in which:

        (1) a benefit limitation under Section III., IV., V., or VI did not
            apply to a Plan with respect to the Plan Year preceding the
            current Plan Year, but the "adjusted funding target attainment
            percentage" of the Plan for such preceding Plan Year was not
            more than ten (10) percentage points greater than the percentage
            which would have caused such Section to apply to the
            Plan with respect to such preceding Plan Year, and

        (2) as of the first day of the 4th month of the current Plan Year,
            the enrolled actuary of the Plan has not certified the actual
            "adjusted funding target attainment percentage" of the Plan
            for the current Plan Year, until the enrolled actuary so
            certifies, such first day shall be deemed, for purposes
            of such Section, to be the valuation date of the Plan for the
            current Plan Year and the "adjusted funding target attainment
            percentage" of the Plan as of such first day shall, for purposes
            of such Section, be presumed to be equal to ten (10) percentage
            points less than the "adjusted funding target attainment
            percentage" of the Plan for such preceding Plan Year.

IX.  TREATMENT OF PLAN AS OF CLOSE OF PROHIBITED OR CESSATION PERIOD

     A. Operation of Plan after Period:  Unless the Plan otherwise provides,
        payments and accruals will resume effective as of the day following
        the close of the period for which any limitation of payment or
        accrual of benefits under Section V. or VI. applies.

     B. Treatment of Affected Benefits: Nothing in this Section shall be
        construed as affecting the Plan's treatment of benefits which would
        have been paid or accrued but for this Annex B.

X.   DEFINITIONS AND MISCELLANEOUS

     A. "Funding Target Attainment Percentage" has the same meaning given
        such term by Code Section 430(d)(2), except as otherwise provided
        herein. However, in the case of Plan Years beginning in 2008, the
        "funding target attainment percentage" for the preceding Plan Year
        may be determined using such methods of estimation as the Secretary

                                     B-6


        of the Treasury may provide from time to time.

     B. "Adjusted Funding Target Attainment Percentage" means the "funding
        target attainment percentage" which is determined under paragraph A.
        by increasing each of the amounts under subparagraphs (A) and (B)
        of Code Section 430(d)(2) by the aggregate amount of purchases of
        annuities for employees other than highly compensated employees
        (as defined in Code Section 414(q)) which were made by the Plan
        during the preceding two (2) Plan Years.

     C. Application to Plans Which are Fully Funded Without Regard to
        Reductions for Funding Balances:

        (1) In General: In the case of a Plan for any Plan Year, if the
            "funding target attainment percentage" is one hundred percent
            (100%) or more (determined and without regard to the reduction
            in the value of assets under Code Section 430(f)(4)), the
            "funding target attainment percentage" for purposes of
            paragraphs A. and B. shall be determined without regard to such
            reduction.

        (2) Transition Rule: Subparagraph (1) shall be applied to Plan
            Years beginning after 2007 and before 2011 by substituting
            for "one hundred percent (100%)" the applicable percentage
            determined in accordance with the following
            table:

<TABLE>

<CAPTION>

<S>                                              <C>
In the case of a Plan Year                       The applicable
beginning in calendar year:                      percentage is:

           2008                                       92%
           2009                                       94%
           2010                                       96%

</TABLE>







        (3) Subparagraph (2) shall not apply with respect to any
            Plan Year beginning after 2008 if the Plan was subject
            to the Deficit Reduction Contribution for the Plan Year
            beginning in 2007.






                                     B-7