EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST
                                      OF
                    SOUTHWEST GEORGIA FINANCIAL CORPORATION

           (As Amended and Restated Effective As Of January 1, 2009)

      THIS AGREEMENT is made and entered into as of the 15st 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 "Company") and Southwest Georgia Bank, a state banking
association, as trustee (referred to herein as the "Trustee");

                                  WITNESSETH:

      WHEREAS, the Company maintains the Southwest Georgia Financial
Corporation Employee Stock Ownership Plan and Trust (the "Plan");

      WHEREAS, the Plan was amended and restated effective January 1,
2000 to comply with the Tax Reform Act of 1986, as amended; 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 and has subsequently
been amended and restated effective as of January 1, 2005 to incorporate
other changes in law and for certain other purposes.

      WHEREAS, the Company desires to amend and restate the Plan, effective
as of January 1, 2009, except where otherwise stated, to incorporate prior
amendments to the Plan, to reflect certain provisions of the Economic
Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA") as they are
applicable to the Plan and to reflect other legislative changes as necessary
to bring the Plan into compliance with current laws, including final
Regulations issued under section 415 of the Internal Revenue Code of 1986,
as amended, and the Pension Protection Act of 2006 ("PPA");

      WHEREAS, The provisions of this amendment and restatement of the
Plan shall apply only to those eligible employees who terminate employment
with the Company on or after January 1, 2009 or such later date as may apply
for a provision which becomes effective afterwards.  Benefits payable to or
on behalf of a Participant who terminates employment prior to January 1,
2009 shall not be affected by the terms of any Plan amendment adopted after
such Participant's termination of employment unless the amendment and
restatement provides otherwise.

      NOW THEREFORE, effective as of January 1, 2009 except as otherwise
provided, the Plan is amended and restated as follows.










                                       1


                                   ARTICLE I

                                  DEFINITIONS

      The following words and phrases when used herein shall have the
meanings set forth below unless a different meaning is plainly required by
the context.  The masculine gender wherever used herein shall be deemed to
include the feminine.  Words in the singular shall be read and construed as
though used in the plural in all cases where they would so apply, and vice
versa.
      1.1  Account Balance - The amount standing to the credit of a
Participant in his Employer Contribution Account and Non-Employer Stock
Account, which shall at all times be fully vested.

      1.2  Adoption Date - The date this plan was originally effective,
namely July 8, 1981.

      1.3  Annual Compensation - A Participant's total compensation paid by
the Employer for the Plan Year including wages, salary, overtime pay, bonuses,
and any amounts contributed by the Employer on behalf of an Employee pursuant
to a salary reduction agreement which is not includible in the gross income of
the Employee under Code Sections 125, 132(f)(4), 401(k), 402(a)(8), 402(h), or
403(b), but excluding commissions, any indirect payments such as
contributions to this Plan or any other profit sharing plan, pension plan,
group insurance plan or welfare plan, and income from the exercise of stock
options, stock appreciation rights, restricted stock units, restricted stock
or other stock awards.  The Annual Compensation of each Participant taken
into account in determining contributions and allocations for any Plan Year
beginning after December 31, 2004, shall not exceed $210,000, as 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
Annual Compensation for the determination period (the Plan Year or other
consecutive 12-month period over which Annual Compensation is otherwise
determined under the plan) that begins with or within such calendar year.

      1.4  Annual Valuation Date - December 31 of each year while the Plan is
in effect.

      1.5  Authorized Leaves of Absence - Any absence authorized by the
Employer under the Employer's standard personnel practices, provided that all
persons under similar circumstances must be treated alike in the granting of
such Authorized Leaves of Absence pursuant to Section 2.7, and provided
further that the Employee returns within the period of authorized absence.
An absence due to service in the armed forces of the United States shall be
considered an Authorized Leave of Absence pursuant to Section 2.7.

      1.6  Beneficiary - Any person or persons (natural or otherwise)
designated by a Participant on a form supplied by the ESOP Committee to
receive benefits payable in the event of the death of the Participant, or in
the absence of any such designated person(s), such other person(s) determined
to be the beneficiary under Article VI hereof.

      1.7  Board - The Board of Directors of Southwest Georgia Financial
Corporation, a Georgia corporation.



                                       2


      1.8  Break in Service - A twelve-month computation period in which the
subject Employee completes no more than 500 Hours of Service.

      1.9  Code - The Internal Revenue Code of 1986, as amended, and the
regulations established pursuant thereto and the rulings issued thereunder,
as they now exist or as they may hereafter be amended or modified.

      1.10 Company - Southwest Georgia Financial Corporation, a Georgia
corporation.

      1.11 Effective Date - The date upon which this amendment and restatement
of the Plan is effective, namely January 1, 2005.  The Plan was originally
effective as of July 8, 1981.

      1.12 Eligible Participant - Any Employee who (i) is credited with at
least ten (10) years of participation in the Plan, (ii) who has attained at
least the age of fifty-five (55), and (iii) who is a Participant at the time
of any election under Section 4.5.

      1.13 Employee - 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 (or who is on an Authorized Leave
of Absence).  Provided, however, that for purposes of this Plan, the term
Employee shall not include any person 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 this Plan has not been provided for in the collective
bargaining agreement setting forth those terms and conditions.  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 the Plan.  An individual classified as an independent
contractor or other individual under contract with an Employer and
classified by the Employer as a non-Employee shall not be eligible to
participate in the Plan; provided, however, that if any individual
classified by an Employer as an independent contractor or other non-Employee
designation is later required by action of the Internal Revenue Service,
Department of Labor or any other governmental agency to be classified as an
Employee, such individual shall not be an eligible Employee prior to such
reclassification and, after such reclassification, the individual's
participation shall be in accordance with the rules established by the
Company.

      1.14 Employer - The Company and any other business enterprise duly
adopting for the exclusive benefit of its eligible employees (and their
beneficiaries) the provisions of this Plan in accordance with the terms hereof.

      1.15 Employer Contribution Account - The account maintained for a
Participant to record his share of the contributions of the Employer and
adjustments relating thereto in accordance with Article IV.



                                       3


      1.16 Employer Stock - The common stock, par value $1.00 per share, of
Southwest Georgia Financial Corporation.  Employer Stock shall also include
any securities substituted for such stock by way of recapitalization,
reorganization, merger or consolidation.  The Plan shall not hold or invest
in any Employer Stock unless such securities are (i) common stock which is
readily tradable in an established market or (ii) if there is no such
readily tradable common stock, then common stock having a combination of
voting power and dividend rights equal to or in excess of that class of
common stock having the greatest voting power and that class of common stock
having the greatest dividend rights; provided that noncallable preferred
stock which is convertible at any time at a reasonable price into common
stock having the characteristics described above may be used.

      1.17 Employment - Service as an Employee of the Employer.  The term
"Reemployment" shall mean Employment following a Break in Service.  The
terms "Employed" and "Reemployed" shall be used in the same sense as the
terms Employment and Reemployment, respectively.

      1.18 ERISA - The Employee Retirement Income Security Act of 1974, as
amended from time to time.

      1.19 ESOP Committee - The committee appointed by the Board as the Plan
Administrator to, among its other duties:  (i) convey the directions of
Participants to the Trustee as to the voting or tender of shares of Employer
Stock under Article V that are allocated to Participants' accounts and to
notify the Trustee as to the voting of allocated shares of Employer Stock for
which it does not receive timely directions from Participants and the tender
of unallocated shares of Employer Stock in accordance with Article V; (ii)
direct the Trustee as to the acquisition or disposition of Employer Stock,
including the number of shares to purchase, the price of such shares and
when to acquire such shares as provided in Section 8.2; and (iii) direct the
Trustee to borrow funds to acquire Employer Stock, including the terms,
amount and timing of any exempt loan.  In the absence of the appointment of
an ESOP Committee, the Company shall assume such responsibilities, except as
otherwise restricted in the Plan.  If the ESOP Committee (or any committee
which is carrying out any or all of the functions of the ESOP Committee)
decides that it cannot perform the functions required under Article V with
respect to the voting or tender of shares of Employer Stock because of
restrictions under ERISA or the Code, the Board shall designate a person,
committee or entity to perform such functions.

      1.20 ESOP Account - The ESOP Account consists of the Employer
Contribution Account under which Employer Contributions are made pursuant to
Article IV.

      1.21 Fiduciaries - The named fiduciaries, who shall be the Employer, the
ESOP Committee and the Trustee, and other parties designated as fiduciaries by
such named fiduciaries in accordance with the powers herein provided, but
only with respect to the specific responsibilities of each for Plan and
Trust administration as set forth herein.

      1.22 FMLA Leave - The leave of absence taken by an Employee, on either a
paid or unpaid basis, in accordance with the Family and Medical Leave Act of
1993 and in connection with any effective similar state family leave law.



                                       4


      1.23 Hour of Service - Each Employee shall be credited with an Hour of
Service for:

           (1) Each hour for which such 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

           (2) Each hour for which such 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

           (3) 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.
           (4) 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.

           (5) 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 nondiscriminatory manner to
Employees or classes of Employees.

           (6) For purposes of determining whether a Break in Service has
occurred for participation and vesting purposes, for Plan Years beginning on
or after January 1, 1985, Hours of Service shall also include hours for
maternity or paternity absences in accordance with Section 2.3(e).  During
such absence, the Employee shall receive credit for Hours of Service equal
to the number of hours that normally would have been credited during the
absence, or if unknown, then eight hours per day of absence, provided that
the credit for Hours of Service on account of the birth or placement of a


                                       5


child with the Employee by adoption shall not exceed 501 Hours of Service
per absence.  Hours of Service on account of pregnancy or adoption shall
only be required to be credited if, in the Plan Year in which the maternity
or paternity absence begins, crediting of such hours is necessary to prevent
a Break in Service that year; otherwise, such hours shall be credited in the
following Plan Year.

      1.24 Non-Employer Stock Account - The account maintained for a
Participant to record the amounts realized pursuant to Section 5.16 and
adjustments relating thereto.

      1.25 Non-Employer Securities Portion of the Plan - The portion of the
Plan consisting of the Non-Employer Stock Account which holds the proceeds of
a tender offer, exchange or other sale or disposition of Employer Stock
pursuant to Section 5.16.

      1.26 Normal Retirement Date - The first day of the month coincident with
or next following the date on which a Participant attains the age of sixty-five
(65) years.  A Participant's right to his retirement benefits shall become
non-forfeitable upon his attainment of age sixty-five (65).

      1.27 Participant - Any Employee who has qualified under the terms of the
Plan for participation therein and who remains so qualified.

      1.28 Plan - The Plan and Trust set forth herein, as amended from time to
time, which shall be known as the Employee Stock Ownership Plan and Trust of
Southwest Georgia Financial Corporation, is intended to qualify as an
employee stock ownership plan as defined in Section 4975(e)(7) of the Code,
which is designed to primarily invest in qualifying employer securities.

      1.29 Plan Administrator - The ESOP Committee, or in its absence, the
Company or any administrative committee appointed for that purpose by the
Company.

      1.30 Plan Year - January 1 through the next following December 31.

      1.31 Qualified Election Period - The six (6) Plan Year periods beginning
with later of (a) the first Plan Year in which the relevant Participant first
became an Eligible Participant, or (b) the first Plan Year beginning after
December 31, 1986.

      1.32 Service - A Participant's period of employment with the Employer, or
any predecessor of the Employer, whether a corporation, partnership or sole
proprietorship, and any corporation, sole proprietorship or partnership that
is a member of a controlled group of corporations that includes the
Employer, or is under common control, or is a member of an affiliated
service group that includes the Employer, or is related through the leasing
of employees, as determined under Code Section 414(b), (c), (m) and (n).

      1.33 Trust (or Trust Fund) - The fund known as the Employee Stock
Ownership Plan Trust of Southwest Georgia Financial Corporation, maintained in
accordance with the terms of the trust agreement, as amended from time to time,
which constitutes a part of the Plan.

      1.34 Trustee - Southwest Georgia Bank, a state banking association, and


                                       6


any successor trustee(s) designated in the manner provided in the Plan and
accepting such trust as provided herein.

      1.35 Valuation Date - The periodic and regularly scheduled date(s) for
valuation of the individual investment funds of the Trust and the respective
Non-Employer Stock Accounts of Participants.

      1.36 Year of Service - The applicable 12-month period during which the
Employee completes at least 1,000 Hours of Service.  Year of Service shall
include past service with any Employer to the extent provided hereunder,
provided there shall be no duplication of benefits.

                                  ARTICLE II

                           PARTICIPATION AND SERVICE

      2.1 Participation

          (a) Participation Requirements Prior to January 1, 1993 - An Employee
shall become a Participant as of the January 1 or July 1 (the "Entry Date")
coincident with or next following the date on which the Employee first
completes two (2) Years of Service, provided that such Employee is Employed
on such Entry Date.  Notwithstanding the foregoing, an Employee who was
actively employed on January 7, 1991 shall become a Participant on January
7, 1991 and shall be eligible for an allocation of the Employer's
contribution for the Plan Year ending December 31, 1991 in accordance with
Section 4.3 based on his Annual Compensation during such Plan Year without
regard to his Hours of Service for such Plan Year provided he is in active
Employment on December 31, 1991.

          (b) Participation Requirements from January 1, 1993 through May 31,
1997 - An Employee who is first credited with an Hour of Service on or
before May 31, 1997 who did not become a Participant prior to January 1,
1993 shall be eligible to participate on (i) January 1, 1993 if the Employee
has completed a ninety (90) day evaluation period on or before January 1,
1993, or (ii) in the case of any other eligible Employee, the first day of
the month following the completion of a ninety (90) day evaluation period
which shall begin on the first date the Employee is credited with an Hour of
Service, provided the Employee is employed on such date.  An Employee who is
employed in a janitorial position shall not be eligible to participate.

          (c) Participation Requirements Effective as of June 1, 1997 - An
Employee who is first credited with an Hour of Service on or after June 1,
1997 shall become a Participant on the first day of the month following the
date on which the Employee completes two (2) Years of Service, provided that
such Employee is Employed on such date.  An Employee who is employed in a
janitorial position shall not be eligible to participate.

          (d) Computation of Service - For purposes of determining an
Employee's eligibility to participate under Section 2.1, the computation
period initially to be taken into account to determine whether the Employee
has completed a Year of Service shall be the 12-month period commencing with
the date of the Employee's Employment.  In the event that the Employee fails
to be credited with at least 1,000 Hours of Service during this initial
computation period, the eligibility computation period shall be the first


                                       7


Plan Year commencing after the Employee's date of Employment and succeeding
Plan Years.  If the Employee is credited with at least 1,000 Hours of
Service during the 12-month period commencing with the date of the
Employee's Employment, the computation period used to determine whether the
Employee has been credited with the second Year of Service, shall be the 12-
month period beginning on the first anniversary of the Employee's Employment
commencement date and,  if necessary, succeeding years based on the
Employee's date of Employment.

          (e) Service with Acquired Employers - If an Employee was employed by
an employer who was acquired by the Company or an affiliate of the Company
(either as an acquisition of stock or assets), for purposes of determining
the Employee's eligibility to participate, the Employee's last continuous
period of service with such acquired employer shall be credited only as
provided in Schedule A.

          (f) Participation Exclusion Effective as of May 1, 1999 -
Notwithstanding the other provisions of this Section 2.1, effective May 1,
1999, any Employee who is employed on an exclusively commissioned basis
shall not be eligible to participate in the Plan.

      2.2 Service - A Participant's eligibility for benefits under the Plan
shall be based on his Years of Service determined as follows:

          (a) Service Prior to the Adoption Date - With regard to an Employee
who was Employed on the Adoption Date, his Years of Service with the
Employer prior to and including the Adoption Date shall be counted as
Service hereunder, including periods of Authorized Leave of Absence.  In
addition, an Employee's Years of Service with Moultrie National Bank (now,
Southwest Georgia Bank) prior to the Adoption Date shall be counted as
Service hereunder.

          (b) Service From and After the Adoption Date - Subject to subsection
(a) and the provisions which follow, an Employee shall accrue a Year of
Service for each Plan Year in which he has 1,000 or more Hours of Service.
Provided, however, that if the Employee has completed at least 1,000 Hours
of Service during the 12-month period commencing on the date of his
Employment and such period overlaps two Plan 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 Participant (or in which he becomes eligible for re-
participation) in the Plan.

          (c) Service of Acquired Employers - If an Employee was employed by an
Employer who was acquired by the Company or an affiliate of the Company
(either by acquisition of stock or assets), for purposes of determining the
Employer's eligibility to participate, the Employee's last continuous period
of service with such acquired Employer shall be credited only as provided in
Schedule A.

      2.3 Effect of Break in Service - In the event a Participant, or an
Employee who was not a Participant, incurs a Break in Service, the following
provisions shall apply to his participation in the Plan:

          (a) A Participant shall remain a Participant until such time as he
incurs a Break in Service;

                                       8


          (b) In the case of an Employee who was a Participant when he incurred
a Break in Service, he will again be considered a Participant on the date he
completes one Hour of Service after the Break in Service; and

          (c) If an Employee who is not a Participant has a Break in Service,
he must satisfy the eligibility requirements of Section 2.1 for
participation as if he were a new Employee whose Employment commenced on the
first date that he completed an Hour of Service after the last date of the
computation period in which the Break in Service occurred, provided that his
earlier period of service will be counted if his Break in Service period
does not equal or exceed five years.

          (d) Computation Period - The Plan Year shall be the computation
period for purposes of determining whether a Break in Service has occurred.
The first Plan Year computation period for this purpose shall be, in the
case of Employees who were Participants on the Effective Date, the Plan Year
commencing on said date and shall be, in the case of Employees who
thereafter become Participants, the Plan Year which includes the last day of
the computation period during which the Participant satisfies the
requirements for participation as set forth in Section 2.1 above.

          (e) Maternity or Paternity Leave - In the case of an Employee who is
absent from Employment on account of (i) the Employee's pregnancy, (ii) the
birth of a child of the Employee, (iii) the placement of a child with the
Employee in connection with the adoption of the child by the Employee or
(iv) an absence due to the need for caring for such child for a period
beginning immediately following such birth or placement, the Plan shall
treat as Hours of Service, solely for purposes of determining whether a
Break in Service has occurred, the following hours:

              (i) the Hours of Service which otherwise would normally have been
    credited to such Employee but for such absence; or

              (ii) if the Hours of Service in (i) cannot be determined, then
    eight (8) Hours of Service for each day of such absence.

      However, such Hours of Service credited under this Section 2.3(e)
shall not exceed 501 Hours of Service for each such absence.

      The Hours of Service credited under this Section 2.3(e) shall be
credited in the Plan Year in which the absence begins only if an Employee
would be prevented from incurring a Break in service in such Plan Year.  In
any other case, such hours shall be credited in the immediately following
Plan Year.  The Employee shall not be entitled to receive credit for
maternity or paternity leave under this Section 2.3(e) unless such Employee
furnishes to the Plan Administrator within such reasonable time period as
the Plan Administrator may establish evidence that the absence is on account
of one of the four (4) reasons specified in the first paragraph of this
Section 2.3(e) and evidence of the duration of such absence.

          (f) For purposes of determining whether a Break in Service has
occurred for purposes of participation and vesting with respect to an
Employee who returns to work following an FMLA Leave, for periods on and
after August 5, 1993, any period of unpaid FMLA Leave shall not be treated
as or counted toward a Break in Service.  Unpaid FMLA Leave shall not be


                                       9


counted in Hours of Service except to the extent Hours of Service are
otherwise credited for any unpaid leave of absence by the Employer.

      2.4 Inactive Account Status - In the event that any Participant
(excluding an Employee whose employment is terminated) completes more than 500
Hours of Service but less than 1,000 Hours of Service in any Plan Year of his
participation, or if during a Plan Year a Participant has no more than 500
Hours of Service but is on an Authorized Leave of Absence which would prevent
him from having a Break in Service, his Employer Contribution Account shall be
placed on inactive status.  In such case, such Plan Year shall not be
considered as a Year of Service, and the Participant shall not share in the
Employer's contribution allocations made pursuant to Section 4.3 for any such
Plan Year, but he shall continue to receive income allocations in accordance
with Section 4.2.  In the event such Participant has 1,000 Hours of Service in
a subsequent Plan Year, his Employer Contribution Account shall revert to
active status for such Plan Year with full rights and privileges under this
Plan restored.

      2.5 Transfers of Employment Among Employers - Subject to Section 2.3, in
computing 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, and a transfer of an
Employee from the employ of one such member to the employ of another member
shall not interrupt Employment.  Related employers shall be determined under
Code Section 414(b), (c), (m) and (n) to include members of a controlled group
of corporations, trades or businesses under common control, members of an
affiliated service group, and entities related through the leasing of
employees.  In the event any Participant during the course of any Plan Year
is employed simultaneously by more than one such member, he shall be
entitled to an allocation under Section 4.3 hereof by taking into account
his aggregate Annual Compensation from such simultaneous members.  Further,
if the Employee was previously Employed in a job classification which
precludes such Employee from participation in the Plan, his Employment in
such job classification shall count as Service hereunder for eligibility
purposes.

      2.6 Election Not to Participate - An Employee who is eligible to
participate in the Plan may elect in a writing directed to the Plan
Administrator not to participate for the Plan Years specified in such writing.
Effective January 1, 2002, an Employee, leased employee, independent
contractor, Beneficiary or other person with any claim to benefits under the
Plan who provides the Plan Administrator with a knowing, voluntary and
irrevocable waiver of benefits under the Plan in a form satisfactory to the
Plan Administrator shall not be eligible to participate in or receive benefits
from the Plan and shall be treated for all purposes as ineligible.

      2.7 Qualified Military Service - Notwithstanding any provision 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).







                                      10


                                  ARTICLE III

                                 CONTRIBUTIONS

      3.1 Employer Contributions - For so long as the Plan continues in effect,
the Employer may make a contribution annually to the Trust for the accounts of
all Participants who are active Employees on the last day of the Plan Year and
who have a Year of Service for such year.  The Employer's contribution shall
be made in (i) cash, (ii) property acceptable to the Trustee and approved by
the Plan Administrator, or (iii) Employer Stock (as defined herein), or any
combination of the foregoing.  The amount of each such contribution to the
Trust shall be determined by the Board of Directors of the Employer, taking
into consideration the then prevailing financial conditions and fiscal
requirements of the Employer and such other factors as the Board of Directors
may deem pertinent and applicable under the circumstances.  In no event shall
the annual contribution be less than an amount necessary, when added to other
available funds held by the Plan, to pay the current amounts due (if any) under
any loans or purchase money obligations incurred by the Plan for the purpose
of purchasing shares of Employer Stock.  The contributions by the Employer
shall be credited to the Employer Contribution Accounts of Participants in
accordance with Article IV.  The Employer shall pay to the Trustee its
contribution for each Plan Year not later than the close of such Plan Year or
within such other period thereafter as is described in Code Section 404(a)(6).

      In no event shall the contribution by the Employer be greater than the
amount deductible by the Employer for federal income tax purposes for the
taxable year with respect to which the same is made, plus such additional
amount as may be deductible by reason of a deduction carry forward from a
prior year or years when less that the maximum deductible amount was
actually contributed, except in anticipation of a future contribution of
less than the maximum amount deductible with respect to such future year and
the carry-forward to such future year of the current excess contribution for
deduction purposes under applicable statutes and regulations.  The
contribution provisions of Code Section 404(a)(9) shall apply to the Plan
and, in accordance with such provisions, additional contributions may be
made to the Plan for the purposes specified in such provisions.

      No contributions by Participants shall be permitted under this Plan.

      3.2 Fund for Exclusive Benefit of Participants - All assets of the Trust
Fund shall be held hereunder for the exclusive benefit of the Participants and
their Beneficiaries for the purpose of distributing to such Participants and
Beneficiaries the corpus and income of the Trust Fund in accordance with the
provisions of Article V hereof.  No part of the Trust Fund corpus or income
shall be used for or diverted to purposes other than for the exclusive benefit
of Participants and Beneficiaries under the Plan, whether by operation of law
or natural termination of contracts, by power of revocation or amendment, by
the happening of a contingency, by collateral arrangement or by any other
means; provided that the Employer hereby reserves the right to amend or revoke
the Plan at any time as provided in Articles IX and X hereof.

      To the extent permitted by the Code and applicable rules and
regulations thereunder and notwithstanding anything herein to the contrary,
upon the Employer's request, a contribution which was made by a mistake of
fact, or conditioned upon the initial qualification of the Plan or upon the
deductibility of the contribution under Code Section 404, shall be returned

                                      11


to the Employer within one year after the payment of the contributions, the
denial of the qualified status of the Plan or the disallowance of the
deduction for such contribution (to the extent disallowed), whichever is
applicable.

      3.3 Special Limitation on Allocations for Plan Years to Which Code
Section 415(c)(6) Applies - For any Plan Year to which the special limitation
of Code Section 415(c)(6) shall otherwise apply, no more than one-third (1/3)
of the Employer contributions for the Plan Year shall be allocated to the
accounts of Highly Compensated Employees (within the meaning of Code Section
414(q)).

                                  ARTICLE IV


                           INTERESTS OF PARTICIPANTS

      4.1 Accounts of Participants - The Trustee shall maintain an Employer
Contribution Account for each Participant to which contributions made under
the Plan shall be credited and a Non-Employer Stock Account for each
Participant who tenders, exchanges or otherwise sells Employer Stock pursuant
to Section 5.16.  The Participant's Employer Contribution Account may, if
necessary in the view of the Trustee, be subdivided into subaccounts to reflect
allocations of Employer Stock and allocations of non-Employer Stock assets
("Other Assets") in each Participant's Employer Contribution Account.  The
Participant's Non-Employer Stock Account may also be divided into subaccounts
as deemed advisable by the Trustee.

      4.2 Allocation of Shares of Employer Stock, Income, Expense, Fluctuations
in Asset Value, Etc.

          (a) In General - As of the close of business on each Annual Valuation
Date, the Trustee shall determine, in such reasonable ways and from such
information as it may deem appropriate, the fair market value of the Trust
Fund.  In making this determination, the value of Employer Stock shall be
its fair market value on such Annual Valuation Date as determined as the
closing price on the last trading date in the month in which the Annual
Valuation Date occurs or, if the Employer Stock is not publicly traded, by
an independent appraisal by a person selected by the Plan Administrator and
acceptable to the Trustee who customarily makes such appraisals and meets
the requirements of the regulations under Code Section 170(a)(1).  After
such determination is made of the fair market value of the Trust Fund, the
Trustee shall make appropriate adjustments in the Employer Contribution
Accounts of all Participants, former Participants and Beneficiaries who have
unpaid balances in their accounts at such time, by allocating pro rata among
such accounts based on the respective balances thereof as of the next
preceding Annual Valuation Date (but after first reducing each such account
balance by any distribution from the account during the Plan Year then
ending), any increases and decreases in the value of the assets of the Trust
Fund and any income (other than contributions), expenses, and realized gains
and losses of the Trust Fund since such preceding Annual Valuation Date.

          (b) Dividends on Employer Stock - To the extent permitted by law, the
dividends (if any) paid during a Plan Year on Employer Stock held by the
Plan (whether allocated or unallocated to Participants' accounts) may be
used to pay debt on outstanding borrowings, to pay administrative or other

                                      12


Plan expenses, or, in the discretion of the Plan Administrator, be paid in
cash to Participants in the Plan in accordance with the respective number of
shares of Employer Stock allocable to each Participant's account as of the
Annual Valuation Date immediately preceding the dividend payment date.

      If dividends on allocated shares of Employer Stock are used to pay
debt on outstanding borrowings, there shall be transferred from the suspense
account of unallocated shares of Employer Stock to the accounts of
Participants to which the dividends would have been allocated the number of
shares of Employer Stock equal in value to the amount of dividends that
would have been allocated to such accounts, but for the use of such
dividends to make payments on borrowings.  Such allocation of shares from
the suspense account shall be made in the Plan Year in which the dividends
would otherwise have been allocated.  If dividends are paid to Participants,
they shall be paid not later than ninety (90) days after the close of the
Plan Year in which such dividends are paid to the Trust.  The direction by
the Plan Administrator, which may be a continuing direction, to pay such
dividends to Participants shall be made in writing to the Trustee by the
Plan Administrator at least thirty (30) days prior to a dividend payment
date.  In the event any dividends on Employer Stock are held by the Plan for
a two-year period or longer, they may only be distributed in cash if the
provisions of Article V regarding cash distributions are satisfied.

      4.3 Allocation of Employer Contributions

          (a) In General - As of each Annual Valuation Date, and after the
allocations provided in Section 4.2 above, the current contribution of the
Employer shall be allocated to the Employer Contribution Accounts of (i) all
Participants who are active Employees on the last day of such Plan Year and
who have a Year of Service for such year, and (ii) all retirees and disabled
Participants who have not elected pursuant to Sections 5.1, 5.2 or 5.3 to
have their Account Balances determined as of the Annual Valuation Date next
preceding their dates of retirement, in the same proportion as the Annual
Compensation of each such Participant or former Participant bears to the
aggregate Annual Compensation of all such Participants during such year.

      For Plan Years beginning on or after January 1, 1993 (but before
January 1, 1997), as of each Annual Valuation Date, and after the
allocations provided in Section 4.2 above, the current contribution of the
Employer shall be allocated to the Employer Contribution Accounts of (i) all
Participants who are active Employees on the last day of such Plan Year, and
(ii) all Participants who retired or become totally and permanently disabled
(as defined in Section 5.2) during the Plan Year, and who have not elected
pursuant to Sections 5.1, 5.2 or 5.3 to have their Account Balances
determined as of the Annual Valuation Date next preceding their dates of
retirement, in the same proportion as the Annual Compensation of each such
Participant or former Participant bears to the aggregate Annual Compensation
of all such Participants during such year, without regard to the number of
Hours of Service credited to such Participant or former Participant for such
Plan Year.

      For Plan Years ending on and after August 5, 1993, an Employee on
FMLA Leave on the last day of the Plan Year who returns to work following
such FMLA Leave shall be deemed to have been an active Employee on the last
day of such Plan Year.


                                      13


          (b) Allocation of Suspense Account Employer Stock - The Trustee shall
maintain a suspense account to which it shall credit all borrowings (loans,
purchase money obligations, etc.) made by it to purchase Employer Stock and
to which it shall debit all shares of Employer Stock which are purchased
with such borrowed funds.  The shares in the suspense account shall not be
allocated except as the shares are released from the suspense account as
provided for in this subsection 4.3(b).

      Except in circumstances where the Plan Administrator and the
Trustee agree on a different method, a suspense account established
hereunder shall be handled as follows:  on each Annual Valuation Date, the
Trustee shall release shares of Employer Stock in the suspense account for
allocation to the accounts of Participants who are eligible to share in the
Employer's contribution for such year.  The number of shares to be released
on each Annual Valuation Date shall be equal to the number of encumbered
securities held immediately before release for the current Plan Year
multiplied by a fraction, the numerator of which is the amount of principal
and interest paid for such year and the denominator of which is the sum of
the principal and interest to be paid for such year and for all future
years.  If the interest rate is variable, future interest shall be projected
using the interest rate applicable as of the end of the Plan Year.  Such
released shares of Employer Stock shall be allocated to the eligible
Participants' Employer Contribution Accounts in the manner provided in
subsection (a) above.

          (c) Earnings on Advance Employer Contributions - Earnings on advance
Employer contributions shall be allocated to eligible Participants' Employer
Contribution Accounts in the manner provided in subsection (a) above.

      4.4 Maximum Additions

          (a) The Annual Additions made to the accounts of a Participant for
any Plan Year shall not exceed the lesser of: (i) $40,000, as adjusted for
increases in the cost-of-living under Section 415(d) of the Code (for 2009,
the adjusted amount is $49,000); or (ii) 100% of the Participant's annual
compensation, within the meaning of Code Section 415(c)(3), for the Plan
Year.  The annual compensation limit referred to in item (ii) above shall
not apply to any contribution for medical benefits after separation from
service (within the meaning of Code Section 401(h) or Section 419A(f)(2))
which is otherwise treated as an annual addition.

          (b) For purposes of this Section 4.4, "compensation" means
compensation as defined in Code Section 415(c)(3). Compensation shall
include elective deferrals under Code Sections 402(g), 125 and 457, and
elective amounts that are not includible in the Participant's gross income
by reason of Code Section 132(f)(4).  Effective for Plan Years beginning on
or after July 1, 2007, "compensation" shall be adjusted for regular pay paid
after severance from employment if such amount is paid by the later of
within 2 1/2 months after a severance from employment (within the meaning of
Code Section 401(k)(2)(B)(i)(I)) or by the end of the limitation year that
includes the date of such severance from employment and if:

              (i) the payment is regular compensation for services during the
    Participant's regular working hours, or compensation for services outside
    the Participant's regular working hours (such as overtime or shift
    differential), commission, bonuses, or other similar payments paid after a

                                      14


    Participant's severance from employment with the Employer maintaining the
    Plan (or any other entity that is treated as the Employer pursuant to
    Section 414(b), (c), (m), or (o) of the Code), and

              (ii) the payment would have been paid to the Employee if the
    Employment had continued.

      Any other payment of compensation paid after severance of employment
that is not described in this subsection (b) is not considered compensation
with the meaning of Section 415(c)(3) of the Code, even if payment is made
within the time period specified above.

          (c) Excess Allocations.

              (i) For Limitation Years Prior to July 1, 2007.  If such Annual
    Additions with respect to any Participant for any Plan Year would exceed the
    limitations set forth in this Section 4.4, such excess Annual Additions
    shall be treated in accordance with the following as applicable:

                  (1) First, any Employee contributions made by the Participant
         which would constitute excess Annual Additions for the Plan Year shall
         be returned to the Participant.

                  (2) Second, any remaining excess Annual Additions shall be
         reallocated to other Participants in accordance with the method of
         allocation under Section 4.3 hereof to the extent that such allocations
         do not cause the Annual Additions to any such other Participant's
         Account to exceed the limitations set forth in this Section 4.4.

                  (3) To the extent that such allocation or reallocation of
         excess amounts causes the limitation set forth in this Section 4.4 to
         be exceeded with respect to each participant for the Plan Year, then
         such amounts will be held unallocated in a suspense account, to be
         allocated in the next Plan Year(s) in accordance with Section 4.3
         hereof.  If such a suspense account is in existence at any time in
         accordance with this provision, all amounts in such suspense account
         must be allocated before any Employer contributions and Employee
         contribution which would constitute such Annual Additions may be made
         to the Plan.  Investment gains and losses and other income shall not
         be allocated to such suspense account.  Upon termination of the Plan,
         any amount remaining in such suspense account which is unallowable
         shall revert to the Employer.

              (ii) For Limitation Years Beginning On or After July 1, 2007.
    If such Annual Additions with respect to any Participant for any Plan Year
    would exceed the limitations set forth in this Section 4.4, such excess
    Annual Additions shall be treated in accordance with the final regulations
    relating to Code Section 415 that were made effective July 1, 2007.  Such
    final regulations do not include the correction methods for excess annual
    additions that were previously in Section 1.415-6(b)(6) of the 1981 Income
    Tax Regulations.  The Committee is permitted to implement corrections using
    these methods; provided, the Plan satisfies the eligibility requirements for
    self-correction under the Employee Plans Compliance Resolution System
    pursuant to Rev. Proc. 2006-27, as amended and modified by the Internal
    Revenue Service from time to time.


                                      15


          (d) For purposes of this Section 4.4, the following definitions and
rules of interpretation shall apply:

              (i) The "Annual Addition" of a Participant means amounts treated
    as Employer contributions, plus the Participant's contributions (if any).
    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 to an individual medical benefit
    account, as defined in Code Section 415(l)(2), which is part of a defined
    benefit plan maintained by the Employer shall be treated as Annual Additions
    to a contribution plan.  In no event shall this be construed as applying the
    limitations of Code Section 415(c)(1)(B) to individual medical accounts or
    post-retirement medical benefits.  Rollover contributions are also not
    treated as Annual Additions.  For purposes of clarity, restorative payments
    allocated to a Participant's Account Balance result from actions (or a
    failure to act) by a fiduciary for which there is a reasonable risk of
    liability under Title I of ERISA or under other applicable federal or state
    law, where similarly situated Participants are similarly treated, shall not
    constitute an Annual Addition.

              (ii) "Dollar Limitation" means the limitation provided in Code
    Section 415(c)(1)(A) (adjusted in accordance with regulations of the
    Secretary of the Treasury) as in effect for the particular Plan Year.

              (iii) For purposes of computing the maximum allocation under
    Section 4.4(a), all defined contribution plans (whether or not terminated)
    of the Employer shall be treated as one defined contribution plan.

              (iv) When the term Employer is used in this Section, it shall mean
    the Employer and any other corporation or division which is a member of a
    controlled group of corporations (within the meaning of Code Section 414(b),
    as modified by Code Section 415(h)) of which the Employer is also a member.

          (e) In addition to other limitations set forth in the Plan and
notwithstanding any other provision of the Plan, the Annual Additions under
the Plan (and all other defined contribution plans required to be aggregated
with this Plan under Code Section 415) shall not increase to an amount in
excess of the amount permitted (when considered with all other aggregated
plans of the Employer) under Code Section 415.

          (f) If no more than one-third of the Employer contributions for a
Plan Year are allocated to the accounts of highly compensated employees (as
defined in Code Section 414(q)), then, for purposes of determining
allocations to Participant accounts under this Section 4.4, Employer
contributions which are deductible under Code Section 404(a)(9)(B) and
charged against Participant accounts shall not be included, in accordance
with Code Section 415(c)(6).

      4.5 Directed Investments By Eligible Participants

          (a) In General - Each Eligible Participant shall, during any
Qualified Election Period, be permitted to direct the investment of his
Employer Contribution Account in accordance with the provisions of this
Section 4.5.  Each Eligible Participant may elect, in a writing delivered to
the Plan Administrator within ninety (90) days after the close of each Plan
Year in the Qualified Election Period, to direct the investment of twenty-

                                      16


five percent (25%) of such Participant's Account Balance in the Plan
attributable to Employer Stock contributed to or acquired by the Plan after
December 31, 1986, determined as of the Annual Valuation Date for the Plan
Year preceding the Plan Year in which such election is made (to the extent
such portion exceeds the amount to which a prior election under this Section
4.5 applies); provided, however, that in the case of the election year in
which the Participant is permitted to make his last such election, fifty
percent (50%) shall be substituted for twenty-five percent (25%) in applying
this Section 4.5.  Any Employer Stock diversified under this Section 4.5
shall be valued based on the closing sale price of the Employer Stock as of
the last trading day of the calendar month immediately preceding the month
in which the diversification takes place.

      For purposes of this Section 4.5, a Participant's Account Balance
at the end of any Plan Year shall be deemed not to include any amounts
allocated to a Participant's Account or contributed to the Plan after the
end of such Plan Year, even if allocated as of the end of such Plan Year.
The Plan shall offer at least three (3) investment options for Eligible
Participants which are permissible under regulations issued under the Code.
Any investment or reinvestment made pursuant to this Section 4.5 shall be
made within a reasonable time after the Participant's written election is
delivered to the Plan Administrator, but in any event within ninety (90)
days of the 90-day period set forth in Section 4.5(a).  No fiduciary of the
Plan shall have any liability for investments and reinvestments made under
this Section 4.5 pursuant to the direction of an Eligible Participant.  The
Account Balance of an Eligible Participant who directs the investment of a
portion of his Account Balance shall be charged with all costs and expenses
of such investment or reinvestment or of any other transaction hereunder at
the request of the Participant, as well as all income, gains, losses, etc.
attributable to such investment or reinvestment.

          (b) Alternative To Directed Investments - In lieu of permitting
directed investments by Eligible Participants as provided in subsection (a),
the Company may determine and direct that the portion of such Eligible
Participant's Account Balance which is actually directed for investment by
such Participant be (i) distributed to such Participant, or (ii) transferred
to another qualified plan of the Employer which accepts such transfers,
provided that such plan permits employee-directed investment and does not
invest in Employer Stock to a substantial degree.  Such distribution or
transfer shall be made within ninety (90) days of the 90-day period set
forth in Section 4.5(a) during which such Participant directed such investment.

      4.6 Investment of Non-Employer Stock Accounts

          (a) Non-Employer Stock Accounts - The ESOP Committee may designate
that all or a portion of the Non-Employer Stock Accounts be invested in a
collective trust fund or as otherwise permitted in Section 8.2.  If permitted
on a nondiscriminatory basis by the ESOP Committee, all or a portion of the
amounts in a Participant's Non-Employer Stock Account (if any) shall be subject
to the investment direction of the Participant in accordance with the provisions
of subsection (b).  The amount to be invested at the direction of the
Participant is referred to as the "Participant Directed Amount."

          (b) Investment Direction - Any direction by a Participant of the
investment of the amounts credited to him under the Plan, as described in
Section 4.6(a), shall be made in accordance with this subsection.

                                      17


              (i) A Participant shall direct the investment, or change the
     direction of the investment, of his Participant Directed Amount by
     delivering to the Plan Administrator a statement on such form, or by
     following such other procedure, as may be prescribed by the Plan
     Administrator, directing the investment of his Participant Directed Amount
     into any or all of the separate investment options selected by the ESOP
     Committee and offered under the Plan.  Such statement must be submitted
     within a stated period of time prior to the date for which it is to be
     effective as designated by the Plan Administrator.  The Plan Administrator
     may prescribe different periods of time for the initial direction of the
     Participant Directed Amount and for subsequent changes of direction.  A
     Participant shall be given the opportunity to change the investment
     direction of his Participant Directed Amounts pursuant to the uniform and
     nondiscriminatory procedures established by the Plan Administrator.  Any
     Participant direction shall remain in effect until superseded by a
     subsequent direction, or until the complete distribution of a
     Participant's Non-Employer Stock Account.

              (ii) If individual direction is permitted, the Trustee shall use
     its best efforts to ensure that each Participant is provided such
     information and rights to exercise control over his Non-Employer Stock
     Account as required to satisfy all of the conditions to make the
     Non-Employer Securities Portion of the Plan an "ERISA Section 404(c)
     plan" (within the meaning of the ERISA 404(c) regulations) and to make
     each election by a Participant subject to the relief provided under ERISA
     404(c).  The Participant will have the sole responsibility for the
     investment of his Participant Directed Amount among the available
     investment options and, to the extent permitted by law, no Fiduciary or
     other person will have any liability for any loss or diminution in value
     resulting from Participant's exercise of such investment responsibility.
     The investment options may be changed, eliminated, or modified from time
     to time by the ESOP Committee."

                                   ARTICLE V

                                   BENEFITS

      5.1 Normal Retirement Benefits - A Participant retiring under the Plan
at his Normal Retirement Date shall be entitled to receive the entire amount
of his Account Balance in the Plan determined, with respect to the ESOP
Account, as of the Annual Valuation Date immediately preceding the payment of
such Account, provided that the Employer Stock allocated to his Account shall
be valued based on the closing sales price of the Employer Stock as of the last
trading day of the calendar month immediately preceding the month in which
payment commences and, with respect to the Non-Employer Securities Portion of
the Plan, as of the Valuation Date coincident with or next preceding the date
payment commences.  The manner of payment of benefits distributed pursuant
to this Section 5.1 shall be determined under the provisions of Section 5.6.

      5.2 Disability Benefits - In the event a Participant shall become totally
and permanently disabled (as defined below), he shall be entitled to retire
under the Plan for disability and to receive the entire amount of his Account
Balance in the Plan, with respect to the ESOP Account, as of the Annual
Valuation Date immediately preceding the payment of such Account, provided
that the Employer Stock allocated to his Account shall be valued based on the
closing sales price of the Employer Stock as of the last trading day of the

                                      18


calendar month immediately preceding the month in which payment commences and,
with respect to the Non-Employer Securities Portion of the Plan, determined
as of the Valuation Date coincident with or next preceding the date payment
commences.  Benefits pursuant to this Section 5.2 shall be distributed as
indemnification against the Participant's injury or illness, the manner of
the payment of which shall be determined as provided in Section 5.6.  A
Participant shall be considered to be totally and permanently disabled if he
is eligible for benefits under the Employer's long-term disability plan.

      5.3 Postponed Retirement - If required by law and for purposes of this
Plan only, an Employee may remain in the service of the Employer after his
Normal Retirement Date.  In the event a Participant remains so employed after
his Normal Retirement Date, he shall continue to be a Participant just as if he
had not yet reached his Normal Retirement Date.  When such a Participant
actually retires, he shall be entitled to receive the entire amount of his
Account Balance in the Plan determined, with respect to the ESOP Account, as
of the Annual Valuation Date immediately preceding the payment of such
Account, provided that the Employer Stock allocated to his Account shall be
valued based on the closing sales price of the Employer Stock as of the last
trading day of the calendar month immediately preceding the month in which
payment commences and, with respect to the Non-Employer Securities Portion
of the Plan, as of the Valuation Date coincident with or next preceding the
date payment commences.  The manner of payment of benefits distributed
pursuant to this Section 5.3 shall be determined as provided in Section 5.6.

      5.4 Death Benefits - In the event of the death of a Participant before
his retirement hereunder, there shall be payable to his Beneficiary the entire
interest of the Participant in the Plan determined, with respect to the ESOP
Account, as of the Annual Valuation Date immediately preceding the payment
of such Account, provided that the Employer Stock allocated to his Account
shall be valued based on the closing sales price of the Employer Stock as of
the last trading day of the calendar month immediately preceding the month
in which payment commences and, with respect to the Non-Employer Securities
Portion of the Plan, as of the Valuation Date coincident with or next
preceding the date payment commences.

      5.5 Benefits on Termination of Employment

          (a) Benefits Payable Upon Termination of Employment - If a
Participant's Service is terminated for any reason other than his retirement,
death or total and permanent disability, his participation in the Plan will
terminate upon the occurrence of a Break in Service.  Each Participant shall
be fully vested in his Account Balance.  Upon incurring a one year Break in
Service, the Participant may file a written claim for benefits with the Plan
Administrator, on a form provided by the Plan Administrator for that purpose,
requesting distribution of his Account Balance.  Notwithstanding the preceding
sentence, effective as of May 1,1999, if a Participant has attained age 60 and
has completed 20 or more Years of Service as of his termination of Employment,
the Participant's Account Balance, upon request of the Participant, will be
distributed as soon as administratively practicable following Participant's
termination of Employment.  His Account Balance in the Plan shall be
determined, with respect to the ESOP Account, as of the Annual Valuation Date
immediately preceding the payment of such Account, provided that the Employer
Stock allocated to his Account shall be valued based on the closing sales price
of the Employer Stock as of the last trading day of the calendar month
immediately preceding the month in which payment commences and, with respect

                                      19


to the Non-Employer Securities Portion of the Plan, as of the Valuation Date
coincident with or next preceding the date payment commences.

          (b) Time of Payment - Such amounts shall be payable to a Participant
who terminates Employment, in such manner and over such period of time as
the Participant may determine in accordance with Section 5.6.  Pending
commencement of payment thereof, the amount so payable shall be maintained
as provided in Section 5.10 hereof.  Such payment shall be made to and
accepted by the Participant in full and final satisfaction and settlement of
any and all of his claims and rights under the Plan and in the Trust Fund.

      In the event a former Participant entitled to benefits under this
Section 5.5 dies before such benefits shall have been paid in full, then the
remainder of his Account Balance shall be payable to his Beneficiary.

          (c) Lump Sum Payment of Value of Small Benefits - Notwithstanding any
other provision of the Plan, and irrespective of whether a Participant
elects to defer receipt of his Vested Interest under subsections (a) or (b)
of this Section 5.5, any benefits payable under the Plan may be paid as a lump
sum distribution of the Account Balance of a Participant under the following
circumstances:

              (i) If the Participant's Account Balance is not in excess of
    $5,000, then the Plan Administrator shall direct the payment of such
    Account Balance in a lump sum to such Participant or his Beneficiary within
    an administratively practicable time after the occurrence of the event
    which entitles such Participant to a distribution.  In the event of a
    distribution under this Section 5.5(c)(i) 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 5.18 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.

              (ii) If the Participant's Account Balance exceeds $5,000, then
    with the written consent of the Participant, the Plan Administrator shall
    direct the payment of such Account Balance in a lump sum to such
    Participant or his Beneficiary.

      5.6 Payment of Benefits - The benefits to which a retiring, disabled or
terminated Participant is entitled upon his retirement, disability or other
termination of Employment under Sections 5.1, 5.2, 5.3 or 5.5, as the case may
be, shall be paid as elected by the Participant in one of the ways described
in this Section 5.6.  Any such election shall be exercised by such person in
writing filed with the Plan Administrator within the period specified in such
Section 5.1, 5.2, 5.3 or 5.5, as the case may be.  The available optional
modes of payment of benefits under the Plan are as follows:

          (a) distribution in full (lump sum) during any single calendar year;

          (b) annual installments for a period not to exceed fifteen (15) years
or the life expectancy of the Participant or the life expectancy of the
Participant and his spouse, if any; or

          (c) any combination of the above.


                                      20


      If a Participant dies before the commencement of distribution of his
benefits, the Beneficiary may elect any of the alternative forms of payment
under (a), (b) or (c) above which otherwise could have been elected by the
Participant; provided, however, that the Participant's Account Balance shall be
distributed within five (5) years from the date of the Participant's death if
the Beneficiary is not an individual or if the Beneficiary is an individual
and elects a lump sum distribution.  Provided, further, that any installments
shall begin within one year of the Participant's death and continue for a
period not exceeding the Beneficiary's life expectancy if the Beneficiary is an
individual or continue for a period of not more than five (5) years from the
date of the Participant's death if the Beneficiary is not an individual.

      If any distribution includes an insurance contract, such insurance
contract shall not permit a form of distribution other than a form permitted
under this Section.

      Distribution of a Participant's Account Balance will be made in whole
shares of Employer Stock, cash or a combination of both, as determined by the
Plan Administrator; provided, however, that a Participant (or his Beneficiary)
shall have the right to demand distribution of his Account Balance entirely in
whole shares of Employer Stock, with the value of any fractional shares paid in
cash.  Notwithstanding the preceding sentence, if the bylaws or charter of the
Employer restrict the ownership of substantially all outstanding employer
securities to employees or a trust described in Code Section 401(a),
distribution of a Participant's Account Balance will be made in cash.

      If Employer securities (acquired with the proceeds of an exempt loan)
which are to be distributed under the Plan consist of more than one class, the
party receiving the distribution must receive substantially the same proportion
of each such class.

          (d) In the event of death of the Participant, the entire amount of
the Participant's Account, computed as of the Valuation Date coincident with
or next preceding the date of his death shall be distributed as follows:

              (i) Unless Section 5.6(d)(iii) applies, if the Participant's
     surviving spouse is the Participant's sole designated Beneficiary, then
     distributions to the surviving spouse will begin by December 31 of the
     calendar year immediately following the calendar year in which the
     Participant died, or, if later, by December 31 of the calendar year in
     which the Participant would have attained age 70-1/2.

              (ii) Unless Section 5.6(d)(iii) applies, if the Participant's
     surviving spouse is not the Participant's sole designated Beneficiary,
     then distributions to the designated Beneficiary will begin by December 31
     of the calendar year immediately following the calendar year in which the
     Participant died.

              (iii) If the designated beneficiary has elected to receive a lump
     sum distribution, or, if there is no designated Beneficiary as of
     September 30 of the year following the year of the Participant's death,
     the Participant's entire interest will be distributed by December 31 of
     the calendar year containing the fifth anniversary of the Participant's
     death.



                                      21


              (iv) If the Participant's spouse is the Participant's sole
     designated Beneficiary and the surviving spouse dies after the Participant
     but before distribution to the surviving spouse has been made, Section
     5.6(d)(i) will apply as if the surviving spouse were the Participant.

                   For purposes of this Section 5.6, unless Section 5.6(d)(iv)
     applies, distribution is considered to be made on the Participant's
     required beginning date within the meaning of Section 5.12(b).  If Section
     5.6(d)(iv) applies, distribution is considered to be made on the date
     distribution is made to the surviving spouse under Section 5.6(d)(i).

      5.7 Restrictions on Participants' Right To Dispose of Employer Stock;
Employer's and Plan's Right of First Refusal - Any Employer Stock distributed
under the Plan shall be subject to the following restrictions on its transfer
(if it is not readily tradable on an established market when the right of first
refusal is exercised) and an appropriate legend indicating this restriction
will be placed on each stock certificate:

          (a) Any person (the "Seller", which shall include Participants and
their Beneficiaries) desiring to sell, transfer or assign all or any portion
of the Employer Stock distributed under this Plan shall first have received
a bona fide written offer for the purchase of such stock and shall then
offer to sell the same to the Company and the Plan, pursuant to their right
of first refusal, in the manner hereinafter set forth.

          (b) The Seller shall deliver to the Trustee and the Company a notice
in writing of his desire to sell or transfer his stock which notice shall
contain a signed copy of said bona fide offer to purchase, stating the price
and other terms and conditions of such offer and the name and address of the
proposed purchaser, along with a written statement of the Seller's
willingness to sell his stock to the Company or the Plan in preference to
the proposed purchaser.  The Trustee and the Company shall have fourteen
(14) days from the receipt of such notice within which to decide whether to
purchase all of the stock being offered and, if so, whether such purchase
shall be made by the Company or by the Plan or a part by each (such electing
party, whether the Company or the Trustee, is hereinafter called the
"Purchaser").  If the Purchaser is to purchase such stock, then it shall
deliver to the Seller (within the fourteen (14) day period provided for
above) written notice of acceptance of such offer designating a closing
place and date for the purchase of the Employer Stock (the "Closing") which
shall not be more than thirty (30) days after the date of its notice of
acceptance to the Seller.

          (c) If all of the Participant's offered Employer Stock is not to be
purchased, then the Seller shall have the right to sell such Employer Stock
to the person making the bona fide offer within 30 days following the day
upon which the Trustee and the Company were required to give notice of their
election to purchase.  Any such sale shall be under terms and conditions no
less favorable to the Seller than those presented to the Trustee and the
Company.  In the event such stock is not so sold, it shall remain subject to
the terms and conditions of this Section 5.8.

          (d) In the event the Purchaser elects to purchase the Seller's stock
pursuant to the provisions hereof, the Seller shall deliver at the Closing
the certificate(s) representing the shares to be sold, which certificate(s)


                                      22



shall be duly endorsed for transfer to the Purchaser, and the purchase price
and payment thereof shall be made by the Purchaser in accordance with the
terms and provisions of the sale.  The selling price must not be less
favorable to the Seller than the greater of (i) the purchase price and terms
offered by the bona fide purchaser or (ii) the fair market value of the
Employer Stock as of the most recent Annual Valuation Date as described in
Section 4.2; provided, however, in the event the Seller is a "disqualified
person" (as defined in Code Section 4975) the fair market value shall be
determined in a manner acceptable to the Plan Administrator and the Trustee
as of the date of the transaction.

          (e) Any purported gift, sale, transfer, assignment, mortgage, pledge
or hypothecation of Employer Stock distributed under the Plan by a
Participant or his Beneficiary in violation of this restriction shall be
null and void, and the Company and the Plan shall not recognize such gift,
sale, transfer, assignment, mortgage, pledge or hypothecation as passing any
interest in the stock.

            (f)	Nothing contained herein shall apply to any sale of Employer
Stock directly to the Company or the Plan other than sales made to the Plan
under the right of first refusal provided for hereunder.

      5.8 Participant's Right to Put Employer Stock to the Company and the Plan

            (a)	General - In the event the Plan acquires Employer Stock in a
leveraged transaction, any Participant (or his Beneficiary) thereafter
receiving a distribution of Employer Stock from the Plan at a time when such
Employer Stock is not readily tradable on an established market shall have a
"put option" on such shares, giving him the right to have the Company
purchase such shares.  The same right shall apply to any Employer Stock
distributed to a Participant (or his Beneficiary) pursuant to his exercising
the right to demand Employer Stock described in Section 5.6.  The put option
shall be exercisable during the following two election periods by giving
notice in writing to the Employer:

                (i) the first option period shall be the sixty (60) day period
    commencing on the date of distribution of the shares of Employer Stock; and

                (ii) the second option period shall be the sixty (60) day
    period commencing on the date the fair market value of the Employer Stock is
    determined (and the Participant or Beneficiary is notified of such
    determination) for the Plan Year next following the Plan Year in which such
    shares of Employer Stock are distributed.  The Plan may be given the
    opportunity to purchase shares of Employer Stock tendered to the Employer
    under the put option, as described in subsection (c) hereof.  Except to the
    extent otherwise required by law, the put option hereunder shall not apply
    at any time that the Employer Stock is readily tradable on an established
    market.

          (b) Price and Payment - The price at which the put option shall be
exercisable is the fair market value as of the Annual Valuation Date which
precedes the date the put option is exercised except in the case of a put
option in favor of a "disqualified person" (as defined in Code Section 4975)
in which event the fair market value shall be determined as of the date of
the transaction.  Payment for the shares of Employer Stock put to the

                                      23


Employer may be made in cash or in installments over a period not exceeding
five (5) years, at the election of the Employer.  If the purchase price is
paid in installments, a reasonable interest rate and adequate security must
be provided.  The periodic payments shall begin within thirty (30) days
after the put is exercised.

          (c) Right of Plan - The Plan shall have the option by notice in
writing to the Employer to assume the rights and obligations of the Employer
under the put option provided for herein at the time the put option is
exercised.  The put option provided for hereunder shall not bind the Plan to
purchase the Employer Stock.

          (d) Continuation of Rights - The provisions of this Section 5.8 with
respect to any Employer Stock acquired by the Plan in a leveraged
transaction, or which is distributed to Participants (or Beneficiaries)
pursuant to the right described in section 5.6 hereinabove in lieu of the
Plan's right to distribute Plan benefits in cash, shall be non-terminable
and shall continue if the loan is repaid or if the Plan ceases to be an
ESOP, except to the extent such rights have terminated in accordance with
the terms hereof.  Except as otherwise expressly provided in this Plan, any
Employer Stock acquired in a leveraged transaction shall not be subject to
any put, call, or other option or buy-sell or similar arrangement while held
by and when distributed from the Plan, regardless of whether the Plan is
then an ESOP.  The protections set forth in the preceding sentence shall be
non-terminable.

      5.9 Securities Laws Restrictions On Resales - To the extent that the
shares of Employer Stock to be acquired by the Plan have not been registered
under either state or federal securities laws, but have been issued and
acquired pursuant to applicable exemptions thereunder, any such Employer Stock
distributed to Participants in the Plan may only be sold by the Participant
upon registration under such securities laws or pursuant to an available
exemption thereunder.  The shares of Employer Stock held and distributed
by the Plan may be appropriately legended to reflect the restrictions on sale
in the securities laws.

      5.10 Maintenance of Accounts Prior to Payout - Subject to the limitations
set forth in Section 5.5, during such period of time between termination of a
Participant's Employment as described in Section 5.5 hereof and the date when
he becomes entitled to actual payment of his interest in his Employer
Contribution Account, his Account Balance shall be maintained by the Trustee
in the following manner:

          (a) The Trustee shall segregate on his books the Participant's
Account Balance as of the date of the termination of his Employment, and
such segregated Account Balance shall not thereafter share in any Employer
contributions or amounts otherwise allocated as Employer contributions.  The
balance in a segregated account may remain invested as a part of the Trust
Fund, sharing in the net income, net loss, net appreciation and net
depreciation of the Trust Fund, to the same extent as if such accounts had
not been segregated, with the Trustee having the same powers of investment,
reinvestment and commingling as he has for all other assets of the Trust.

          (b) In the event that an individual for whom a segregated account is
maintained in accordance with Section 5.10(a) is Reemployed following a
Break in Service, such accounts shall continue to be maintained as separate

                                      24


accounts, provided, however, the Plan Administrator may integrate such
segregated account with his post Break in Service Employer Contribution
Account and thereafter regard it as a single account for all purposes
hereunder.

      5.11 Present Value of Payments - Any method of payment of benefits shall
result in the present value of payments to be paid to the Participant being
greater than fifty percent (50%) of the present value of the total benefits
to be paid to the Participant and his Beneficiary.

      5.12 Commencement of Payments

           (a) In General - Notwithstanding anything herein to the contrary,
unless a Participant otherwise elects in a writing delivered to the Plan
Administrator, subject, however, to the requirements of Section 5.12(b),
benefit payments hereunder shall commence not later than the earlier of (i)
sixty (60) days after the later of (A) the date on which such Participant
reaches his Normal Retirement Date, (B) the Plan Year in which occurs the
tenth anniversary of the year in which such Participant commenced
participation, or (C) the Plan Year in which such Participant's Employment
with the Employer terminates.

           (b) Required Beginning Date - Payments of a Participant's entire
interest in the Plan shall begin no later than the following date: (i) if
the Participant is a five-percent (5%) owner (within the meaning of Code
Section 416(i)(1)), April 1 of the calendar year next following the calendar
year in which the Participant attains age 70-1/2, or (ii) for any other
Participant, April 1 of the calendar year next following the later to occur
of his attainment of age 70-1/2 or his retirement.

           (c) Period of Distribution

               (i) General - The requirements of this Section 5.12(c) will
    take precedence over any inconsistent provisions of the Plan.  All
    distributions required under this Section 5.12(c) will be determined and
    made in accordance with the Treasury regulations under Code Section
    401(a)(9).

               (ii) Required Beginning Date - The Participant's entire interest
    will be distributed, or begin to be distributed, to the Participant no later
    than the Participant's required beginning date, determined pursuant to
    Section 5.12(b).

               (iii) Forms of Distribution - Unless the Participant's entire
    interest is distributed in a single lump sum on or before the required
    beginning date, as of the first distribution calendar year distributions
    will be made in accordance with subsections (iv), (v), (vi) and (vii) of
    this Section 5.12(c).
               (iv) Amount of Required Minimum Distribution For Each
    Distribution Calendar Year - During the Participant's lifetime, the minimum
    amount that will be distributed for each distribution calendar year is the
    lesser of:

                    (1) the quotient obtained by dividing the Participant's
         Account balance by the distribution period in the Uniform Lifetime
         Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations,

                                      25


         using the Participant's age as of the Participant's birthday in the
         distribution calendar year; or

                    (2) if the Participant's sole designated Beneficiary for the
         distribution calendar year is the Participant's spouse, the quotient
         obtained by dividing the Participant's Account balance by the number
         in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9
         of the Treasury regulations, using the Participant's and spouse's
         attained ages as of the Participant's and spouse's birthdays in the
         distribution calendar year.

               (v) Lifetime Required Minimum Distributions Continue Through
Year of Participant's Death - Required minimum distributions will be determined
under this Section 5.12(c) beginning with the first distribution calendar year
and up to and including the distribution calendar year that includes the
Participant's date of death.

               (vi) Death on or After Date Distributions Begin

                    (1) Participant Survived by Designated Beneficiary - If the
     Participant dies on or after the date distributions begin and there is a
     designated Beneficiary, the minimum amount that will be distributed for
     each distribution calendar year after the year of the Participant's death
     is the quotient obtained by dividing the Participant's Account balance by
     the longer of the remaining life expectancy of the Participant or the
     remaining life expectancy of the Participant's designated Beneficiary,
     determined as follows:

                        (A) The Participant's remaining life expectancy is
          calculated using the age of the Participant in the year of death,
          reduced by one for each subsequent year.

                        (B) If the Participant's surviving spouse is the
          Participant's sole designated Beneficiary, the remaining life
          expectancy of the surviving spouse is calculated for each distribution
          calendar year after the year of the Participant's death using the
          surviving spouse's age as of the spouse's birthday in that year.  For
          distribution calendar years after the year of the surviving spouse's
          death, the remaining life expectancy of the surviving spouse is
          calculated using the age of the surviving spouse as of the spouse's
          birthday in the calendar year of the spouse's death, reduced by one
          for each subsequent calendar year.

                        (C) If the Participant's surviving spouse is not the
          Participant's sole designated Beneficiary, the designated
          Beneficiary's remaining life expectancy is calculated using the age
          of the Beneficiary in the year following the year of the Participant's
          death, reduced by one for each subsequent year.

                    (2) No Designated Beneficiary -  If the Participant dies
     on or after the date distributions begin and there is no designated
     Beneficiary as of September 30 of the year after the year of the
     Participant's death, the minimum amount that will be distributed for each
     distribution calendar year after the year of the Participant's death is
     the quotient obtained by dividing the Participant's Account balance by the
     Participant's remaining life expectancy calculated using the age of the

                                      26


     Participant in the year of death, reduced by one for each subsequent year.

               (vii) Death Before Date Distributions Begin

                     (1) Participant Survived by Designated Beneficiary -  If
     the Participant dies before the date distributions begin and there is a
     designated Beneficiary, the minimum amount that will be distributed for
     each distribution calendar year after the year of the Participant's death
     is the quotient obtained by dividing the Participant's Account balance by
     the remaining life expectancy of the Participant's designated Beneficiary,
     determined as provided in Section 5.12(c)(vi).

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

                     (3) Death of Surviving Spouse Before Distributions to
     Surviving Spouse Are Required to Begin -  If the Participant dies before
     the date distributions begin, the Participant's surviving spouse is the
     Participant's sole designated Beneficiary, and the surviving spouse dies
     before distributions are required to begin to the surviving spouse under
     Section 5.6(d), this Section 5.12(c)(vii) will apply as if the surviving
     spouse were the Participant.

               (viii) Definitions - The following definitions shall apply for
purposes of Sections 5.6 and 5.12:

                      (1) Designated Beneficiary -  The individual who is
     designated as the Beneficiary under Article VI of the Plan and is the
     designated Beneficiary under Code Section 401(a)(9) and Section
     1.401(a)(9)-1, Q&A-4 of the Treasury regulations.

                      (2) Distribution calendar year -  A calendar year for
     which a minimum distribution is required.  For distributions beginning
     before the Participant's death, the first distribution calendar year is
     the calendar year immediately preceding the calendar year which contains
     the Participant's required beginning date.  For distributions beginning
     after the Participant's death, the first distribution calendar year is the
     calendar year in which distributions are required to begin under Section
     5.6(d).  The required minimum distribution for the Participant's first
     distribution calendar year will be made on or before the Participant's
     required beginning date.  The required minimum distribution for other
     distribution calendar years, including the required minimum distribution
     for the distribution calendar year in which the Participant's required
     beginning date occurs, will be made on or before December 31 of that
     distribution calendar year.

                      (3) Life expectancy -  Life expectancy as computed by
     use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury
     regulations.

                      (4) Participant's Account balance -  The Account balance
     as of the last valuation date in the calendar year immediately preceding

                                      27


     the distribution calendar year (valuation calendar year) increased by the
     amount of any contributions made and allocated or forfeitures allocated
     to the Account balance as of dates in the valuation calendar year after the
     valuation date and decreased by distributions made in the valuation
     calendar year after the valuation date.  The Account balance for the
     valuation calendar year includes any amounts rolled over or transferred
     to the Plan either in the valuation calendar year or in the distribution
     calendar year if distributed or transferred to the Plan either in the
     valuation calendar year or in the distribution calendar year if
     distributed or transferred in the valuation calendar year.

      5.13 Error in Participant's Account - When an error or omission is
discovered in the account of a Participant, the Trustee shall, upon direction
by the Plan Administrator make such equitable adjustments as the Plan
Administrator deems necessary as of the Plan Year in which the error or
omission is discovered.

      5.14 No Other Benefits or Withdrawals - Except as expressly provided for
in this Article V or Section 4.5(b), for so long as this Plan continues in
effect no individual, whether a Participant, former Participant, Beneficiary
or otherwise, shall be entitled to any payment or withdrawal of funds from the
Trust Fund.

      5.15 Voting Rights

           (a) Voting of Allocated Shares - Except as provided in subsection
(d) below, each Participant shall have the right to direct the Trustee
confidentially with respect to the voting of Employer Stock held in the
Trust and allocated to the Participant's Employer Contribution Account.  The
Participant shall convey his instructions with respect to such shares in
confidence in writing to the ESOP Committee, which shall then inform the
Trustee of such voting instructions.  In the absence of an ESOP Committee,
such instructions shall be communicated by the Participants directly to the
Trustee.  The instructions so received by the ESOP Committee and Trustee
shall be held by the ESOP Committee and Trustee in confidence and shall not
be divulged or released to any person.  Upon timely receipt of such
instructions, the Trustee shall on each matter vote as instructed the number
of shares of Employer Stock allocated to such Participant's Employer
Contribution Account.  To the extent permitted by law, any shares with
respect to which the Participant does not give directions for voting in a
timely manner shall be voted by the Trustee as directed by the ESOP
Committee.  For voting purposes, allocated fractional shares of Employer
Stock shall be aggregated into whole shares of Employer Stock and voted by
the Trustee to the extent possible to reflect the voting instructions of
Participants with respect to whole shares of Employer Stock allocated to
their Employer Contribution Accounts.

           (b) Voting of Unallocated Shares - Except as provided in (d) below,
shares of Employer Stock held by the Trustee and not yet allocated to
Participants' Employer Contribution Accounts shall be voted by the Trustee,
in the same proportion as Participants direct the voting of allocated shares
of Employer Stock.

            (c)	Obligations of the Company - Except as provided in (d) below,
the Company shall in an appropriate time and manner furnish the Trustee and
Participants with proxy materials, notices and information statements when

                                      28


voting rights are to be exercised.  In general, the materials to be
furnished Participants shall be the same as those provided to security
holders.

            (d)	Voting Non-Registration Type Stock - In the event the Employer
Stock is not at the time a registration-type class of securities as defined
in Code Section 409(e), then except as provided in the following sentence,
the Employer Stock held in the Trust shall be voted in the manner determined
by the ESOP Committee and communicated in writing to the Trustee.  With
respect to any matter which involves the voting of such shares with respect
to the approval or disapproval of any corporate merger, consolidation,
recapitalization, reclassification, liquidation, dissolution, sale of
substantially all the assets or such similar transaction as prescribed in
regulations, each Participant shall be entitled to direct the Trustee as to
the exercise of any voting rights attributable to shares of Employer Stock
allocated to his Employer Contribution Account at such date.  On all other
matters, the ESOP Committee and the Trustee need not solicit voting
instructions from Participants.

      5.16 Tender or Exchange Offer for Employer Stock
           (a) Tender Offer - The provisions of this Section shall apply in the
event any person, including the Company, either alone or in conjunction with
others, makes a tender offer, or exchange offer, or otherwise offers to
purchase or solicits an offer to sell to such person one percent or more of
the outstanding shares of Employer Stock (herein referred to as a "Tender
Offer").

           (b) Tender or Exchange of Allocated Shares - Notwithstanding the
other provisions of the Plan, in the event of a Tender Offer at a time when
such Employer Stock is readily tradable on an established market, each
current or former Participant (or after the death of a former Participant,
his Beneficiary) who has shares of Employer Stock allocated to his Employer
Contribution Account (an "Affected Participant") shall be given the
opportunity to direct the Trustee confidentially regarding whether to
tender, exchange or otherwise sell whole shares of Employer Stock allocated
to his Employer Contribution Account in accordance with the provisions,
conditions and terms of such Tender Offer and the provisions of this
Section.  If Affected Participants elect to tender, exchange or sell a
greater number of shares of Employer Stock than the total number of shares
of Employer Stock offered in such Tender Offer (referred to as an
"Oversubscribed Offer"), the Trustee shall reduce, on a pro rata basis, the
number of shares of Employer Stock that each Affected Participant agreed to
tender or exchange except that Trustee may provide that the prorata
reduction will not apply, and will be determined without regard to, Affected
Participants whose allocated shares of Employer Stock do not exceed a
prescribed amount.  Each direction to tender, exchange or otherwise sell
shares of Employer Stock shall be deemed an agreement to have such number of
shares reduced on a pro rata basis in the event of an Oversubscribed Offer,
to the extent determined by the Trustee.

            (c)	Required Forms and Instructions - As promptly as practicable
after a Tender Offer is made, the Trustee shall send to all Affected
Participants such materials and forms for responding as are appropriate to
determine the direction of each Affected Participant.  Any form for
responding shall prominently note that failure by an Affected Participant to


                                      29


return such form within a specified reasonable period of time shall be
deemed a direction to the Trustee not to tender, exchange or otherwise sell
the whole shares of Employer Stock allocated to the Employer Contribution
Account of such Affected Participant.  The Participant shall convey his
instructions in confidence in writing to the ESOP Committee, which shall
then convey such instructions to the Trustee.  In the absence of an ESOP
Committee, such instructions shall be conveyed directly to the Trustee.  In
carrying out the steps necessary to determine the directions of Affected
Participants under this Section, the Trustee shall adopt such means as it
deems appropriate to provide Affected Participants with the opportunity to
indicate their directions in a confidential manner, i.e., without the
disclosure of any Affected Participant's individual decision to the public
or the Company.

           (d) Disposition of Allocated Employer Stock - As promptly as
practicable after receiving an Affected Participant's response form which
directs it to tender, exchange or otherwise sell his whole shares of
allocated Employer Stock, the Trustee shall carry out the tender, exchange
or sale of such shares; provided, however, that the Trustee shall have the
right to change or to modify its actions hereunder to comply with the terms
of any valid order of a court of competent jurisdiction directing it to take
certain actions inconsistent with the requirements of this Section.  The
proceeds of a disposition directed by an Affected Participant shall be
allocated to the Non-Employer Stock Account of each such Affected
Participant.
           (e) Fractional Shares - The Trustee shall determine the total number
of whole shares it was directed to tender, exchange or sell, and the total
number of whole shares it was directed not to tender, exchange or sell
(either expressly or by failure to timely respond).  If the majority of the
allocated whole shares of Employer Stock were directed to be tendered,
exchanged or sold, then the Trustee shall also tender, exchange, or sell, as
promptly as practicable, any allocated fractional shares which are held in
the Trust.  However, if the majority of the allocated whole shares of
Employer Stock were not directed to be tendered, exchanged or sold, the
Trustee shall not tender, exchange or sell any such allocated fractional
shares unless otherwise directed by the ESOP Committee.

           (f) Unallocated Shares - In the case of shares of Employer Stock
that have not been allocated to the Employer Contribution Accounts, the ESOP
Committee shall convey tender or exchange instructions to the Trustee with
respect to such unallocated shares, which instructions shall direct that the
Trustee tender or exchange such shares in the same proportion as
Participants direct the tender or exchange of shares of Employer Stock
allocated to their Employer Contribution Accounts, treating for this purpose
the failure of a Participant to instruct or validly instruct the ESOP
Committee or Trustee as a decision not to tender or exchange.

      5.17 Appraisal of Employer Stock - In the event that any class or series
of Employer Stock held by the Plan is not readily tradable on an established
market, all valuations, including the annual valuation, of Employer Stock must
be performed by an independent appraiser meeting the requirements of the
regulations under Code Section 170(a)(1).

      5.18 Direct Transfer of Eligible Rollover Distributions



                                      30


           (a) For the purposes of this Section 5.18, 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 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); 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).  For
     taxable years beginning after December 31, 2006, a Participant may elect
     to transfer his or her employee after-tax contributions (if any) by means
     of a direct rollover to a qualified plan or to a 403(b) plan that agrees
     to account separately for amounts so transferred (including interest
     thereon), including accounting separately for the portion of such
     distribution which is includible in gross income and the portion of such
     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), a qualified trust described in Code
     Section 401(a), that accepts the Distributee's Eligible Rollover
     Distribution, or 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 the 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).  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. For distributions made after December 31, 2007,
     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 Employees 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.  Solely for purposes of the rollover right set
     forth in this Subsection 5.18(a)(v), a Distributee shall also include a
     non-spouse Beneficiary who is a "designated beneficiary" under Code
     Section 401(a)(9)(E) and the regulations thereunder.




                                      31


            (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.

            (v)	Non-Spouse Beneficiary Rollover Right.  For distributions
     after December 31, 2009, a non-spouse Beneficiary who is a "designated
     beneficiary" under Code Section 401(a)(9)(E) and the regulations
     thereunder, by a direct trustee-to trustee transfer ("direct rollover"),
     may roll over all or any portion of his or her distribution to an
     individual retirement account ("IRA") the Beneficiary established for
     purposes of receiving the distribution.  In order to be able to roll over
     the distribution, the distribution otherwise must satisfy the definition
     of an "eligible rollover distribution" under Code Section 401(a)(31).

                (1) Certain Requirements Not Applicable. Although a non-spouse
         Beneficiary may roll over directly a distribution as provided in this
         Section 5.18, the distribution, if made prior to January 1, 2010, is
         not subject to the direct rollover requirements of Code Section
         401(a)(31) (including Code Section 401(a)(31)(B)), the notice
         requirements of Code Section 402(f) or the mandatory withholding
         requirements of Code Section 3405(c). If a non-spouse Beneficiary
         receives a distribution from the Plan, the distribution is not
         eligible for a 60-day (non-direct) rollover.

                (2) Trust Beneficiary. If the Participant'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).

                (3) Required Minimum Distributions Not Eligible for Rollover.
         A non-spouse Beneficiary may not roll over an amount that is a
         required minimum distribution, as determined under applicable
         Treasury Regulations and other Internal Revenue Service guidance. If
         the Participant dies before his or her Required Beginning Date (as
         defined in Section 5.12(b) 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.

           (b) Notwithstanding any provision of the Plan to the contrary, 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 as provided in this Section 5.18.

      5.19 Notice of Right to Defer Distribution.  For any distribution notice
issued in Plan Years beginning after December 31, 2006, such notice that is


                                      32


delivered to a Participant with respect to a distribution will include a
description of a Participant's right (if any) to defer receipt of a
distribution and will describe the consequences of failing to defer receipt
of the distribution.  With respect to any required distribution notice and
election form that is delivered to a Participant before the 90th day after
the issuance of Treasury regulations (unless future guidance requires
otherwise), any notice that is delivered to a Participant with respect to a
distribution will include at a minimum: (a) a description indicating the
investment options available under the Plan (including fees) that will be
available if the Participant defers distribution; and (b) the portion of the
summary plan description that contains any special rules that might
materially affect a Participant's decision to defer.


                                  ARTICLE VI

                          DESIGNATION OF BENEFICIARY

      Each Employee becoming a Participant hereunder shall designate in
writing, in such form and manner as shall be prescribed by such rules and
regulations as the Plan Administrator may promulgate in this connection, a
Beneficiary of any interest under this Trust which may be payable with
respect to such Participant in the event of his death before or after
retirement, or after such termination of Service as may entitle him to a
Vested Interest in the Trust Fund, which designation may include the
designation of an alternate Beneficiary.  Subject also to such rules and
regulations as the Plan Administrator may promulgate, a Participant may from
time to time change such designation of Beneficiary (or alternate
Beneficiary).

      In the event benefits become payable upon the death of a Participant
and no Beneficiary has been properly designated as above provided, or if the
designated Beneficiary shall have predeceased him, such benefits shall be
payable in full to the following in the order set out: (1) to the surviving
spouse of the Participant or (2) if the Participant dies without a spouse then
living, to the surviving children of the Participant (per capita) or (3) if
none of the foregoing persons is then living, to the surviving brothers and
sisters of the Participant (per capita) or (4) if none of the foregoing
persons is then living, to the surviving parents of the Participant
(per capita) or (5) if none of the foregoing persons is then living, to the
Participant's estate.  The identity of the Beneficiary of a deceased
Participant's interest shall be determined by the Plan Administrator after
reasonable investigation.  The determination of the Plan Administrator in this
connection shall be final and conclusive and both the Plan Administrator and
the Trustee shall be fully protected in paying such benefits to such deceased
Participant's Beneficiary as so determined, regardless of whether payments are
actually made to a person or persons who actually constitute beneficiaries of
such deceased Participant under the provisions hereof.

      Notwithstanding the foregoing provisions, the Participant's entire
interest in the Plan at his death, if any, shall be paid to such
Participant's surviving spouse (if such spouse is then living) unless prior
to the Participant's death, the spouse consents in a writing witnessed by a
Plan representative or a notary public to permit the Participant to
designate a person other than the spouse as the Participant's Beneficiary,
which consent may expressly permit designations of Beneficiary(ies) by the

                                      33


Participant without any requirement of further consent by such spouse.  This
provision shall not apply where it is established to the satisfaction of the
Plan Administrator that such consent cannot be obtained because there is no
spouse, because the spouse cannot be located, or because of such other
circumstances as may be permitted by the regulations.  Neither shall this
provision apply unless the spouse and Participant have been married
throughout the one year period ending on the date of the Participant's
death.  The Plan Administrator shall provide to each Participant within a
reasonable time before such Participant is entitled to receive benefits, a
written explanation of the Participant's spouse's right to waive the
surviving spouse benefits described in this Article VI.

                                  ARTICLE VII

                                ADMINISTRATION

      7.1 Allocation of Responsibility Among Fiduciaries for Plan and Trust
Administration - The Fiduciaries shall have only those specified powers,
duties, responsibilities and obligations as are specifically given them under
this Plan and Trust.  In general, the Employer shall have the sole
responsibility for making the contributions provided for under Article III,
and the Company shall have the sole authority to appoint and remove the
Trustee, the Plan Administrator and any Investment Manager or Managers which
it may elect to provide for managing all or any portion of the Trust, and to
amend or terminate, in whole or in part, this Plan and Trust.  The Plan
Administrator shall have the sole responsibility for the administration of
the Plan and the Trustee shall have the sole responsibility for management
of the assets held under the Trust (except where an Investment Manager has
been appointed), all as more specifically provided hereinafter.  Each
Fiduciary may rely upon any direction, information or action of another
Fiduciary in the exercise of the latter's respective powers, duties,
responsibilities arid obligations hereunder, as being proper under this Plan
and Trust, and shall not be required to inquire into the propriety of any
such direction, information or action.  It is intended that each Fiduciary
shall be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under this Plan and Trust and shall not be
responsible for any act or failure to act of another Fiduciary.  No
Fiduciary guarantees the Trust Fund in any manner against investment loss or
depreciation in asset value.

      7.2 Appointment of Plan Administrator - The Plan Administrator shall be
the ESOP Committee, or in its absence, the Employer.  It is anticipated that
in the absence of the ESOP Committee, 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 of Directors of the Employer, 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 ESOP 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.


                                      34


      The ESOP Committee or any administrative committee may act at a meeting
or by unanimous written consent without a meeting.  Such 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.

      7.3 Claims Procedure - The Plan Administrator shall make all
determinations as to the right of any person to eligibility or a benefit under
the Plan.  Benefits under this Plan will be paid only if the Plan Administrator
decides in its discretion that the applicant is entitled to them.  If a written
request for a Plan benefit by a Participant or Beneficiary is wholly or
partially denied, the Plan Administrator will provide such claimant a
comprehensible written notice setting forth:

          (i) the specific reason or reasons for such denial;

          (ii) specific reference to pertinent Plan provisions on which the
     denial is based;

          (iii) a description of any additional material or information
     necessary for the claimant to submit to perfect the claim and an
     explanation of why such material or information is necessary;

          (iv) a description of the Plan's claim review procedure.  The review
     procedure is available upon written request by the claimant to the Plan
     Administrator within 60 days after receipt by the claimant of written
     notice of the denial of the claim, and includes the right to examine
     pertinent documents and submit issues and comments in writing to the Plan
     Administrator.  The decision on review will be made within 60 days after
     receipt of the request for review unless circumstances warrant an
     extension of time not to exceed an additional 60 days and shall be in
     writing and drafted in a manner calculated to be understood by the
     claimant, and include specific reasons for the decision with references
     to the specific Plan provisions on which the decision is based.

      7.4 Records and Reports - The Plan Administrator shall exercise such
authority and responsibility as it deems appropriate in order to comply with
ERISA and governmental regulations issued thereunder relating to records of
Participants' service and Account Balances; notifications to Participants;
annual registration with the Internal Revenue Service; annual reports to the
Department of Labor; and such other documents or reports as may be required
by ERISA.  The Employer shall from time to time make available to the Plan
Administrator such information with respect to the Employees, their dates of
employment, their compensation, and other matters as may be necessary or
desirable in connection with the performance by the Plan Administrator of
its duties with respect to the Plan.  The Plan Administrator shall, in turn,
furnish to the Trustee such information and such rulings and decisions as


                                      35


the Trustee may require or may request in connection with the performance of
its duties as Trustee of the Trust Fund hereby created.

      7.5 Other Plan Administrator Powers and Duties - The Plan Administrator
shall have such duties and powers as may be necessary to discharge its duties
hereunder, including, but not by way of limitation, the provisions of
Section 1.19 and the following:

          (a) the sole and exclusive authority to construe and interpret the
Plan, decide all questions of eligibility and determine the amount, manner
and time of payment of any benefits hereunder;

          (b) to prescribe procedures to be followed by Participants or
Beneficiaries filing applications for benefits;

          (c) to prepare and distribute, in such manner as the Plan
Administrator determines to be appropriate, information explaining the Plan;

          (d) to receive from the Employer and from Participants such
information as shall be necessary for the proper administration of the Plan;

          (e) to furnish the Employer, upon request, such annual reports with
respect to the administration of the Plan as are reasonable and appropriate;

          (f) to receive, review and keep on file (as it deems convenient or
proper) reports of the financial condition, and of the receipts and
disbursements, of the Trust Fund from the Trustee (or any Investment Manager);

          (g) to appoint or employ individuals or other parties to assist in
the administration of the Plan and any other agents it deems advisable,
including accountants and legal and actuarial counsel; and

          (h) to designate or employ persons to carry out any of the Plan
Administrator's fiduciary duties or responsibilities under the Plan.

      7.6 Rules and Decisions - The Plan Administrator may adopt such bylaws,
rules and regulations as it deems necessary, desirable, or appropriate,
provided that same shall not be inconsistent with or contrary to the express
terms of this Plan.  All such bylaws, rules, regulations and decisions of the
Plan Administrator shall be uniformly and consistently applied to all
Participants in similar circumstances.  When making a determination or
calculation, the Plan Administrator shall be entitled to rely upon
information furnished by a Participant or Beneficiary, the Employer, the
legal or actuarial counsel of the Employer, any Investment Manager, or the
Trustee.

      7.7 Authorization of Benefit Payments - The Plan Administrator shall
issue directions to the Trustee concerning all benefits which are to be paid
from the Trust Fund pursuant to the provisions of the Plan.

      7.8 Application and Forms for Benefits - The Plan Administrator may
require a Participant to complete and file with the Plan Administrator an
application for a benefit and all other forms approved by the Plan
Administrator and to furnish all pertinent information requested by the Plan
Administrator.  The Plan Administrator may rely upon all such information so
furnished it, including but not limited to the Participant's current mailing

                                      36


address.

      7.9 Payment for Benefit of Disabled or Incapacitated Person - Whenever,
in the Plan Administrator's opinion, a person entitled to receive any payment
of a benefit or installment thereof hereunder is under a legal disability or is
incapacitated in any way so as to be unable to manage his financial affairs,
the Plan Administrator may direct the Trustee to make payments to such person
or to his legal representative or to a relative or friend of such person for
his benefit, or the Plan Administrator may direct the Trustee to apply the
payment for the benefit of such person In such manner as the Plan Administrator
considers advisable.  Any payment of a benefit or installment thereof in
accordance with the provisions of this Section shall be a complete discharge of
any liability for the making of such payment under the provisions of the Plan.

      7.10 Notices to Trustee - All notices from the Plan Administrator or any
Investment Manager to the Trustee shall be in writing, and the Trustee may rely
thereon in carrying out its duties and responsibilities hereunder.

      7.11 Indemnification by the Company - The Company shall indemnify and hold
harmless the Board of Directors, any Employee performing duties with respect
to the Plan, the Plan Administrator and the Trustee from and against any and
all claims, losses, damages, expenses and liabilities arising from their
responsibilities in connection with the Plan, unless such liability arises from
the person's gross negligence or dishonesty in the performance of its duties.

                                 ARTICLE VIII

              POWERS, DUTIES AND RESPONSIBILITIES OF THE TRUSTEE

      8.1 Establishment and Acceptance of Trust - The Trustee shall hold and
manage the assets received by it to be included in the Trust Fund.  All
contributions so received together with the income therefrom shall be managed,
invested and reinvested by the Trustee in accordance with Section 8.2, subject,
however, to the right of the Company to appoint and employ an Investment Manager
or Managers, to manage and/or invest and reinvest the Trust Fund, or any part
thereof, in which event the Investment Manager shall be certified as such to
the Trustee by the Company and the Trustee shall not be liable for the acts or
omissions of such Investment Manager or Managers or be under any obligation to
manage or invest the assets of the Trust Fund which are subject to management
by such Investment Manager or Managers.  Any such Investment Manager so
employed must meet the definition thereof contained in Section 3(38) of
ERISA and must acknowledge in writing at the time of such employment that he
or it is a fiduciary with respect to the Plan.  The chief executive officer
of any such Investment Manager shall certify in writing to the Trustee the
names of all persons who shall act on behalf of the Investment Manager with
respect to the Trust Fund, and the Trustee may rely thereon in its dealings
with the Investment Manager.  The Trustee shall have the power to take such
action and execute such documents with respect to the Plan, the Trust Fund
created thereunder and the benefits provided thereunder as it may deem
necessary or advisable in order to carry out the purposes for which the Plan
is established and operated.

      8.2 Investment of Trust Fund

          (a) The Plan is designed to be an employee stock ownership plan as
defined in Section 4975(e)(7) of the Code and regulations thereunder.

                                      37


Therefore, the Plan shall be invested primarily in Employer Stock. The ESOP
Committee shall direct the Trustee in writing as to all purchases and sales
of Employer Stock by the Plan.  Shares of Employer Stock may be purchased in
the open market, from the Company or affiliates of the Company, or through
privately negotiated transactions, at prices not in excess of the fair
market value of the Employer Stock on the date of the purchase, as long as
such purchases are permitted by applicable law.  The Trustee may suspend
purchases of Employer Stock in circumstances which, in the opinion of
counsel for the Trustee, such suspension is necessary to comply with rules
and regulations of the Securities and Exchange Commission, in which event
such purchases will be made or resumed as or when the Trustee is satisfied
that such purchases are permitted under such rules and regulations.

          (b) To the extent the Trustee does not receive such written
direction from the Plan Administrator and to the extent the Trust Fund is not
invested in Employer Stock, the funds of the Trust may be invested in stocks,
common or preferred, trust shares, mutual fund shares, annuity contracts and
insurance policies (including specifically "key man" insurance on any key
employee of the Employer) bonds and mortgages and other evidences of
indebtedness or ownership, master variable notes, commercial paper,
repurchase agreements issued by persons other than the Trustee which are
secured by obligations of the U.S. Treasury or agencies or instrumentalities
of the United States (except as any such investment may be limited hereunder
or under the provisions of ERISA), and, consistently with Code Section
4975(d)(4), any deposits with Southwest Georgia Bank or an affiliated state
or federally supervised bank, including certificates of deposits or savings
certificates, and in any common trust fund or commingled trust fund
maintained by the Trustee for the investment of qualified employee benefit
trusts; provided, however, the Trustee or Investment Manager, as the case
may be, shall be subject to the principal requirements that the Plan is to
be invested primarily in Employer Stock and that the investments of the
other assets of the Plan shall be diversified to the extent necessary to
minimize the risk of large losses, unless under the circumstances it is
clearly prudent not to do so.  For purposes of the restrictions on
investment in and holding of Employer Stock, the Trustee (and any Investment
Manager) shall be permitted to invest in and hold such securities having an
aggregate fair market value up to 100% of the fair market value of the Trust
Fund's assets with respect to the ESOP Account.

          (c) If the Plan Administrator directs the Trustee to dispose of
shares of Employer Stock under circumstances which would, in the opinion of
counsel for the Trustee, require registration of such shares under the
Securities Act of 1933 and/or qualification of the shares under the blue sky
laws of any state or states, then the Trustee shall not be required to
proceed with such disposition of the shares unless the Employer takes any
and all actions as may be deemed necessary to effect such registration
and/or qualification.  The costs of such registration and/or qualification
shall be borne by the Employer.

          (d) The Trustee may cause any investment in securities held by the
Trustee to be registered in or transferred into its name as Trustee or into
the name of such nominee as it may appoint, or it may retain the same
unregistered and in such form as shall permit transferability, but the books
and records of the Trust Fund shall at all times show that all such
investments are part of the Trust Fund.


                                      38


          (e) The ESOP Committee shall establish the general investment
policy and objectives for the Trust Fund and shall communicate same to the
Trustee and any Investment Manager who may then be serving as such, as promptly
as practicable after establishing or revising same.  It shall be the
responsibility of the Trustee and any such Investment Manager to advise the
Company, in writing, at reasonable intervals and at such other times as the
Company shall request of all investments and reinvestments of the Trust Fund
made in furtherance of such investment policy and objectives.

          (f) The Non-Employer Securities Portion of the Plan shall be invested
in various investment options according to the investment directions of
Participants or as otherwise directed by the ESOP Committee.  If
Participants may direct the investments, the Plan Administrator shall
communicate the Participants' investment directions to the Trustee who shall
invest amounts credited to such accounts in accordance with Participants'
directions.  The Participant Directed Amount shall not share in general
Trust Fund earnings, but it shall be charged or credited as appropriate with
the net earnings, gains, losses and expenses as well as any appreciation or
depreciation in market value attributable to such account.

          (g) Notwithstanding the foregoing provisions of this Section 8.2, the
investment of Trust Fund assets shall be subject to the provisions of
Article IV of the Plan.

      8.3 Discharge of Duties - The ESOP Committee, Plan Administrator, the
Trustee and any Investment Manager (and any other party who may at any time
be serving as a Fiduciary with respect to the Plan) shall discharge their
duties solely in the interests of the Participants and Beneficiaries, for the
exclusive purpose of providing benefits as herein described and defraying
reasonable expenses of administration, in accordance with the Plan and
consistent with the fiduciary responsibility provisions of ERISA Title I, and
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 like character and with
like aims.

      8.4 Prohibited Transactions - Notwithstanding anything herein to the
contrary, neither the Trustee, nor any other party at any time serving as a
Fiduciary with respect to the Plan, shall cause the Plan to engage in any
"prohibited transactions" as same are defined and applicable to this Plan
under ERISA Section 406 or Code Section 4975, subject to any available and
applicable exception contained in or allowed by ERISA or the Code, and, except
as otherwise permitted by such exemption and provided for herein, in complying
with such limitations, neither the Trustee nor any other Fiduciary shall engage
in any transaction which they know or should know constitutes a direct or
indirect:

          (a) sale or exchange or leasing of any property between the Trust
Fund and a "party in interest" or a "disqualified person" (as such terms are
defined under ERISA);

          (b) lending of money or other extension of credit between the Trust
Fund and a party in interest or a disqualified person;




                                     39


          (c) furnishing of goods, services, or facilities between the Trust
Fund and a party in interest or a disqualified person;

          (d) transfer to, or use by or for the benefit of, a party in interest
or a disqualified person, of any assets of the Trust Fund; or

          (e) acquisition, on behalf of the Trust Fund, of any Employer
security or Employer real property which would constitute a violation by
this Plan of Section 407 of ERISA.

      Unless such transaction is permissible under ERISA, neither the
Trustee nor any other Fiduciary shall deal with the assets of the Trust Fund
in their own interest or for their own account or act in any transaction
involving the Trust Fund on behalf of a party (or represent a party) whose
interests are adverse to the interests of the Trust Fund or the interests of
its Participants or Beneficiaries.  No Fiduciary shall receive any
consideration for its own personal account from any party dealing with the
Trust Fund in connection with a transaction involving the assets of the
Trust Fund.

      8.5 Delegation of Responsibilities - The Trustee and any other party
serving as a Fiduciary with respect to the Plan shall act prudently in the
delegation or allocation of responsibilities to other persons (to the extent
such delegation or allocation is allowable hereunder and under ERISA), and if
at any time there is more than one authorized Trustee serving, each Trustee
shall exercise reasonable care to prevent the other Trustees from committing a
breach of such other Trustees' obligations and responsibilities hereunder.
Each Fiduciary shall conduct a periodic review to assure that functions
delegated by such Fiduciary are carried out properly.  Neither the Trustee
nor any other person serving at any time as a Fiduciary with respect to the
Plan shall be liable for the actions of any other Trustee or Fiduciary unless
he knowingly participates, approves, acquiesces in or conceals a breach of
obligations and responsibilities committed by the other.

      8.6 Powers of Trustee - Subject to the rights of the ESOP Committee with
respect to the purchase and sale of Employer Stock, the terms of an exempt
loan, and the rights of the Participants with respect to the voting and
tender of Employer Stock, the Trustee (and any Investment Manager to the
extent applicable to its investment powers and duties) shall have the following
powers and authority in the administration and investment of the Trust Fund,
to be exercised without being required to make or to file any inventory or
appraisal with, nor to give any bond or be a surety thereon to, any officer,
court or tribunal, and in accordance with and subject to the above
provisions of this Article VIII:

          (a) Purchase of Property - To purchase or subscribe for any
securities or other property, real and personal, and to retain the same in
trust.
          (b) Sale, Exchange, Conveyance and Transfer of Property - To sell,
exchange, convey, transfer or otherwise dispose of any securities or other
property held by it, by public or private sale without notice, advertisement
or court order.  No person dealing with the Trustee shall be bound to see to
the application of the purchase money or to inquire into the validity,
expediency, or propriety of any such-sale or other disposition.

          (c) Exercise of Owner's Rights - Subject to Section 5.15, to vote in

                                      40


accordance with its fiduciary obligations hereunder any Employer Stock or
any other stocks, bonds or other securities held in the Trust Fund on all
matters for which such vote is required; to give general or special proxies
or powers of attorney with or without power of substitution; to exercise any
conversion privileges, subscription rights, or other options, and to make
any payments incidental thereto; to oppose, or to consent to or otherwise
participate in, corporate reorganizations or other changes affecting
corporate securities, and to delegate discretionary powers, and to pay any
assessments or charges in connection therewith; and generally to exercise
any of the powers of an owner with respect to the Employer Stock and any
other stocks, bonds, securities or other property held as part of the Trust
Fund.

          (d) Borrowing - To borrow or raise money for the purpose of the Plan
in such amount, and upon such terms and conditions, including entering into
purchase money transactions, as the ESOP Committee appointed by the Board
may direct and the Trustee shall determine appropriate; and for any sum so
borrowed, to issue its promissory note as Trustee, and to secure the
repayment thereof by pledging all or any part of the Trust Fund.  No person
lending money to the Trustee shall be bound to see to the application of the
money lent or to inquire into the validity, expediency or propriety of any
such borrowing.  Any borrowing by the Trustee to purchase Employer Stock
shall provide for the following special provisions:

              (i) the Plan shall repay to the lender the amount of such loan,
     together with the interest thereon, only out of amounts contributed for
     such purposes to the Plan by the Employer;

              (ii) from time to time, as the Plan repays such loan, shares of
     Employer Stock shall be released from the suspense account for allocation
     to Participants' accounts as provided in Section 4.3 (b);

              (iii) the collateral, if any, from the Trust Fund to secure such
     loan shall be limited to the Employer Stock purchased with the proceeds of
     such loan and then only to the extent that such stock has not been released
     from the suspense account for allocation to Participants' accounts as
     provided for in Section 4.3;

              (iv) the loan shall be made without recourse against the existing
     assets of the Plan;

              (v) in the event of default by the Plan under such loan, the
     value of assets of the Plan transferred in satisfaction of the loan must
     not exceed the amount of the default; provided, where the lender is a
     "disqualified person" (as such term is defined in Code Section 4975),
     Plan assets may be transferred to such disqualified person only upon
     and to the extent of failure to meet the payment schedule of the loan;

              (vi) the loan must be for a specific term, and not payable on
     demand, and the interest rate on the loan must not be in excess of a
     reasonable rate; and

              (vii) such other requirements as may be necessary for the loan or
     purchase money transaction to meet the applicable requirements of Code
     Section 4975 for an exempt loan.


                                      41


          (e) Retention of Cash - To keep such portion of the Trust Fund in
cash or cash balances as the Trustee, from time to time, may deem to be in
the best interests of the Trust, without liability for interest thereon.

          (f) Retention of Property Acquired - To accept and retain for such
time as it may deem advisable any securities or other property received or
acquired by it as Trustee hereunder, whether or not such securities or other
property would normally be purchased as investments hereunder.

          (g) Execution of Instruments - To make, execute, acknowledge and
delivery any and all documents of transfer and conveyance and any and all
other instruments that may be necessary or appropriate to carry out the
powers herein granted.

          (h) Settlement of Claims and Debts - To settle, compromise or submit
to arbitration any claims, debts or damages due or owing to or from the
Trust Fund, to commence or defend suits or legal or administrative
proceedings, and to represent the Trust Fund in all suits and legal and
administrative proceedings.

          (i) Employment of Agents and Counsel - To employ suitable agents and
counsel (who shall be counsel for or acceptable to the Company), and to pay
their reasonable expenses and compensation, and the Trustee shall be fully
protected in relying upon the advice of such counsel.

          (j) Buy-Sell Agreements - To enter into buy-sell agreements upon such
terms as the Trustee deems appropriate for the purchase of Employer Stock
which give the Plan the option to purchase Employer Stock upon the death of
another party to the agreement, but which do not obligate the Plan to
purchase such Employer Stock.

          (k) Power to Do Any Necessary Act - To do all acts, take all such
proceedings, and exercise all such rights and privileges, although not
specifically mentioned herein, as the Trustee may deem necessary to
administer the Trust Fund and to carry out the purposes of this Trust.

      8.7 Payments From The Fund - The Trustee shall from time to time, on
the written directions of the Plan Administrator, make payments out of the
Trust Fund to such persons, in such manner, in such amounts, and for such
purposes as may be specified in the written directions of the Plan
Administrator, pursuant to Article V, and upon any such payment being made,
the amount thereof shall no longer constitute a part of the Trust Fund.  Each
such written direction shall be accompanied by a certificate of the Plan
Administrator that the payment is in accordance with the Plan.  The Trustee
shall not be responsible in any way with respect to the application of such
payments, or, subject to observing the standards hereinabove set forth in
Sections 8.1 through 8.5, for the adequacy of the Trust Fund to meet and
discharge any and all liabilities under the Plan.

      8.8 Payment of Compensation, Expenses and Taxes - The Trustee (and any
Investment Manager) shall be paid such reasonable compensation as shall from
time to time be agreed upon in writing by the Employer and the Trustee or the
Investment Manager, as the case may be.  In addition, they shall be reimbursed
for any reasonable expenses, including reasonable counsel fees, incurred by
them in the management and investment of the Trust Fund.  Such compensation
and expenses shall be paid either by the Employer or the Trust, as directed by

                                      42


the Employer, but until paid shall constitute a charge upon the Trust Fund.
All taxes of any and all kinds whatsoever that may be levied or assessed under
existing or future laws upon, or in respect of, the Trust Fund or the income
thereof shall be paid from the Trust Fund.  Brokerage fees and commissions and
other purchase and sale transaction associated costs shall be paid by the
Company or the Trust, as directed by the Company, but until paid shall
constitute a charge upon the Trust Fund.

      8.9 Accounting - The Trustee shall keep accurate and detailed accounts
of all investments, receipts, disbursements and other transactions hereunder.
All accounts, books and records relating to such transactions shall be open to
inspection and audit at all reasonable times by any person designated by the
Plan Administrator.

      Within ninety (90) days following the close of each fiscal year of the
Trust and within ninety (90) days after the removal or resignation of the
Trustee as provided in Section 8.11 hereof, the Trustee shall file with the
Plan Administrator a written account setting forth all investments,
receipts, disbursements, and other transactions effected by it during such
fiscal year or during the period from the close of the last fiscal year to
the date of such removal or resignation, and setting forth the current value
of the Trust Fund.

      8.10 Bond - Any person or party serving as a Fiduciary with respect to
the Plan and any other person or party handling funds of the Plan shall, if
required by ERISA and not otherwise exempted, be bonded in an amount which
shall not be less than 10 percent of the amount of the Trust Fund, but in no
event shall any such bond be less than $1,000.00 nor more than $500,000.00.
The amount of such bond shall be fixed at the beginning of each Plan Year in
accordance with the provisions of ERISA Section 412(a).  The Employer shall
be responsible for paying the cost of such bond.

      8.11 Resignation or Removal of the Trustee

           (a) Term of Trustee - The Trustee shall continue to serve as such
until his resignation or removal as herein provided.

            (b)	Resignation - Any Trustee may resign and become and remain
fully discharged from any and all further duties or responsibilities hereunder
by giving at least sixty (60) days' prior written notice to the Company stating
the effective date of such resignation, or such shorter notice as the
Company may accept as sufficient.  Such resignation shall take effect on the
date specified therein unless a successor Trustee(s) shall have been
appointed at an earlier date, in which event such resignation shall take
effect immediately upon the appointment of such successor Trustee(s).

            (c)	Removal - Any Trustee may be removed by the Company's giving at
least sixty (60) days prior written notice to the Trustee stating the
effective date of such removal, or such shorter notice as the Company may
request and the Trustee may accept as sufficient, in which event such
removed Trustee shall become and remain fully discharged from all further
duty or responsibility hereunder after the effective date of such removal.

            (d)	Appointment of Successor Trustee - In the event of the
resignation or removal of any Trustee, a successor Trustee(s) shall promptly


                                    43


be appointed by the Board of Directors of the Company who shall give any
remaining Trustee(s) notice of such appointment.  Any successor Trustee(s)
shall immediately upon his appointment as a successor Trustee and his
acceptance of same in writing filed with the Company and any remaining
Trustee(s) become vested with all of the property, rights, powers and duties
of a Trustee with like effect as if originally named the Trustee hereunder.
Any successor Trustee shall not be required to look into the actions of a
prior Trustee unless directed to do so by the Plan Administrator.


                                  ARTICLE IX

                             AMENDMENT OF THE PLAN

      The Company shall have the right at any time by instrument in
writing, duly executed and acknowledged and delivered to the Trustee to
modify, alter or amend this Plan and Trust in whole or in part, provided,
however, that the duties, powers and liability of the Trustee hereunder
shall not be substantially modified without its written consent and provided
further that any benefits which have actually accrued and become payable
hereunder shall not be affected thereby.  No amendment shall be made which
shall cause or authorize any part of the Trust Fund to revert or be refunded
to an Employer or to be used for or diverted to purposes other than the
exclusive and sole benefit of the Participants or their Beneficiaries (other
than such part as is required to pay taxes and expenses of administration).
The Company shall have the limited right to amend this Agreement at any
time, retroactively or otherwise, in such respects and to such extent as may
be necessary to qualify it under existing and applicable laws and
regulations so as to permit the full deduction for tax purposes of the
Employer's contributions made hereunder, and if and to the extent necessary
to accomplish such purpose may by such amendment decrease or otherwise
affect the rights of Participants to benefits which have actually accrued
and become payable hereunder, any provision herein to the contrary
notwithstanding.

      No amendment to the Plan shall reduce a Participant's Account
Balance or eliminate an optional form of distribution except to the extent
permissible under Code Sections 411, 412, or any other relevant Code
Section.  No amendment to the Plan shall have the effect of decreasing a
Participant's Account Balance determined without regard to such amendment as
of the later of the date such amendment is adopted or the date it becomes
effective.


                                   ARTICLE X

                        DISCONTINUANCE OF CONTRIBUTIONS

                                      AND

                              TERMINATION OF PLAN

      10.1 Intention to Continue Plan - The Plan herein provided for has been
established by the Company with the bona fide intention that it shall be
continued in operation indefinitely and that contributions hereunder shall
continue for an indefinite period.  However, the Company reserves the right at

                                      44


any time to terminate the Plan, and any Employer reserves the right at any time
to discontinue contributions.

      10.2 Termination or Partial Termination of Plan - The Trustee shall be
notified of such termination or partial termination in writing and shall
proceed at the direction of the Plan Administrator to liquidate the assets of
the Trust Fund.  Upon termination of the Plan by an Employer, the Employer
shall not thereafter make any further contributions under the Plan, and no
amount shall thereafter be payable under the Plan to or in respect of any
Participants then employed by such Employer, except as provided in this
Section X or except as amounts may become payable under the Plan as a result of
such Participants continuing their participation in the Plan as a result of
being employed by other participating Employers.  To the maximum extent
permitted by ERISA, transfers, distributions or other dispositions of assets
of the Plan as provided in this Article X shall constitute a complete discharge
of all liabilities under the Plan.  Promptly upon any such termination the
Trustee shall (i) pay any due and accrued expenses and liabilities of the Trust
and any expenses involved in the termination of the Plan and appropriately
adjust, as may be required, all accounts of Participants for such expenses
and charges; and (ii) adjust for income, gains and losses of the Trust Fund
to such termination date in the manner described in Section 4.2(a) hereof as
if such termination date was an Annual Valuation Date.  The interest of each
affected Employee in the adjusted amount then credited to his Employer
Contribution Account shall be nonforfeitable as of such date.  The full
current value of such adjusted amount shall be paid from the Trust Fund to
each such Participant in such manner of distribution specified in Section
5.6 hereof as though each such Participant separated from Service as of the
date of termination, or shall continue to be held in Trust at the discretion
of the Plan Administrator as provided in Article V.

      In the event of a partial termination of the Plan, the payments,
adjustments and distributions described above shall also be made, but only
with respect to the portion of the Plan being terminated.

      Termination or partial termination of the Plan shall not affect the
payment of benefits, in accordance with Section 5.6 hereof, from the Trust
Fund, nor shall such funds thereafter be divested by reason of any provision
hereof.

      10.3 Internal Revenue Service Approval - Notwithstanding the foregoing,
the Trustee shall not be required to make any distribution from the Trust in
the event the Plan is terminated or contributions are completely discontinued
until such time as the Internal Revenue Service shall have determined in
writing that such termination or discontinuance will not adversely affect the
prior qualification of the Plan.

      10.4 Discontinuance of Contributions - In the event of a complete
discontinuance by the Employer of contributions to be made by it hereunder,
the accounts of all Participants shall be treated, and the rights of all
Participants shall be, as if the Plan was terminated as contemplated under
Section 10.2 immediately above on the effective date of such discontinuance or
the date such discontinuance is deemed to have been effective, including, but
not limited to, nonforfeitability of all amounts credited to the Employer
Contribution Accounts of all affected Participants.



                                      45


                                  ARTICLE XI

                                 MISCELLANEOUS

      11.1 Participants' Rights, Acquittance - Except to the extent required
or provided for by mandatorily imposed law as in effect and applicable hereto
from time to time, neither the establishment of the Trust hereby created, nor
any modification thereof, nor the creation of any fund or account, nor the
payment of any benefits, shall be construed as giving to any Participant or
other person any legal or equitable right against the Employer, or any officer
or employee thereof, the Trustee or the Plan Administrator except as herein
provided nor shall any Participant have any legal right, title or interest in
this Trust or any of its assets, except in the event and to the extent that
benefits may actually accrue to him hereunder, and the same limitations shall
be applicable with respect to death benefits which may be payable to the
beneficiaries of a Participant.  Under no circumstances shall the terms of
employment of any Participant be modified or in any way affected hereby.
This Plan and Trust shall not constitute a contract of employment nor afford
any individual any right to be retained in the employ of the Employer.

      11.2 Spendthrift Clause - Except to the extent permitted by the Code,
Participants are prohibited from anticipating, encumbering, alienating or
assigning any of their rights, claims or interest in this Trust or in any
of the assets thereof, and no undertaking or attempt to do so shall in any
way bind the Plan Administrator or the Trustee or be of any force or effect
whatsoever. Furthermore, except to the extent permitted by the Code, no such
rights, claims or interest of a Participant in this Trust or in any of the
assets thereof shall in any way be subject to such Participant's debts,
contracts or engagement, nor to attachment, garnishment, levy or other legal
or equitable process.

      The foregoing provision against the assignment of a Participant's right
in the Plan shall not apply in the case of (i) a qualified domestic
relations order which is determined by the Plan Administrator to meet the
requirements of Code Section 414(p), or (ii) the Participant's liability to
the Plan due to (A) the Participant'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 April 6, 2007, a domestic relations order that otherwise
satisfies the requirements for a qualified domestic relations order will not
fail to be a qualified domestic relations order: (i) solely because the
order is issued after, or revises, another domestic relations order or
qualified domestic relations order; or (ii) solely because of the time at
which the order is issued, including issuance after the Participant's death.

      In any action or proceeding involving the Trust Fund, or any property
constituting part or all thereof, or the administration thereof, the
Employer, the Plan Administrator and the Trustee shall be the only necessary
parties and no Employee or former Employee of the Employer or his
Beneficiary or any other person having or claiming to have an interest in
the Trust Fund or under the Plan shall be entitled to any notice or service
of process.  Any final judgment which is not appealed or appealable that may
be entered in any such action or proceeding shall be binding and conclusive


                                      46


on the parties hereto, the Plan Administrator and all persons having or
claiming to have any interest in the Trust Fund or under the Plan.

      11.3 Participation of Adopting Employers - With the written consent of
the Company, an adopting Employer may become a party to this agreement pursuant
to authorization by its Board of Directors.  In the event an adopting Employer
does so become a party, it shall contribute to the Plan, and its Employees
shall be entitled to benefits hereunder, in accordance with the terms of the
Plan subject to the following special provisions:

           (a) The contribution of each adopting Employer shall be determined
separately by its Board of Directors under Article III hereof.

           (b) In computing the Service of a person who is in the employ of only
one of the adopting Employers at the same time, the period of Service of
such Person with any of the adopting Employers shall be counted, and a
transfer of an Employee from the employ of one adopting Employer to the
employ of another shall not interrupt his Service, nor shall such a transfer
constitute a termination of Service under the terms of this Plan.

           (c) The contribution of each adopting Employer shall be allocated
among its Employees separately from the contributions of the others in
accordance with the provisions of Article IV.  Net increases and decreases
in the value of the Trust Fund resulting from increases or decreases in the
value of the assets of the Trust and earnings and losses shall be allocated
among all Participants under the Plan as a group in accordance with the
provisions of Article IV.  Participants who are Employees of one or more
adopting Employers shall have separate accounts with respect to their
participation as an Employee of each such adopting Employer.

           (d) In the event of a transfer of any Participant from the employ of
one adopting Employer to the employ of another, his account shall be
considered and treated thereafter as the account of a Participant who is an
Employee of the adopting Employer to which he is transferred.

            In the event of such a transfer, the Participant transferred shall
share in the next annual contribution of each of such adopting Employers on
a pro rata basis, based upon his Annual Compensation with each such Employer
during its fiscal year in which the transfer takes places.

      11.4 Qualification of Plan as Condition - This Agreement is based upon
the condition subsequent that it shall be approved and qualified by the
Internal Revenue Service as meeting the requirements of the Code with respect
to stock bonus plans and trusts and employee stock ownership plans and trusts
so as to permit, among other incidents to such qualified plans, the Employer
to deduct for income tax purposes the amount of its contributions to the Plan
as set forth herein, and so that such contributions will not be taxable at the
time of contribution to the Participants as income.  Therefore, if, when this
Plan is submitted for qualification and approval by the Internal Revenue
Service, the Internal Revenue Service rules that the Plan does not meet the
requirements of the Code for qualification for the purposes specified in the
preceding sentence and the deficiencies precluding qualification may not be
corrected by amendment effective as of the Adoption Date, then regardless of
any other provision herein contained, this Plan shall be and become null and
void ab initio, and any contribution hereunder shall be returned to the


                                      47


Employer.

      11.5 Successor Employer - In the event of the dissolution, merger,
consolidation or reorganization of the Company, provision may be made by which
the Plan and Trust will be continued by the successor, and such successor shall
be substituted for the Company under the Plan.  The substitution of the
successor shall constitute an assumption of Plan liabilities by the
successor and the successor shall have all the powers, duties and
responsibilities of the Company under the Plan.

      11.6 Transfer of Plan Assets - In the event of any merger or
consolidation of the Plan with, or transfer in whole or in part of the assets
and liabilities of the Trust Fund to another trust fund held under any other
plan of deferred compensation maintained or to be established for the benefit
of all or some of the Participants of this Plan, the assets of the Trust Fund
applicable to such Participants shall be transferred to the other trust fund
only if:
           (a) each Participant would, if either this Plan or the other Plan
then terminated, receive a benefit immediately after the merger,
consolidation or transfer which is equal to or greater than the benefit he
would have been entitled to receive immediately before the merger,
consolidation or transfer if the Plan had then terminated;

           (b) resolutions of the Board of Directors of the Employer of the
affected Participants shall authorize such transfer of assets and, in the
case of the new or successor employer of the affected Participants, its
resolutions shall include an assumption of liabilities with respect to such
Participant's inclusion in the new employer's plan;

           (c) such other plan and trust are qualified under Code Sections
401(a) and 501(a); and

           (d) the Trustee is authorized to make or receive such direct
transfers at the direction of the Company.

      11.7 Delegation of Authority by the Company - Whenever the Company under
the terms of this Agreement is permitted or required to do or perform any act
or matter or thing it shall be done and performed by any officer thereunto duly
authorized by the Board of Directors of the Company.

      11.8 Construction of Agreement - This Plan and Trust agreement shall
be construed according to the laws of the state of Georgia, and all provisions
hereof shall be administered according to, and its validity and enforceability
shall be determined under the laws of such state, except where preempted by
ERISA.

      11.9 Headings - The headings of Sections and subsections are for ease of
reference only and shall not be construed to limit or modify the detailed
provisions hereof.








                                      48


                                  ARTICLE XII


                           TOP-HEAVY PLAN PROVISIONS

      12.1 Application - 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) Compensation - The compensation (within the meaning of Code
Section 415(c)(3)) of the Participant from the Employer for the Plan Year.

           (b) Key Employee - During any Plan Year that the Plan is a Top-Heavy
Plan, an Employee who is a Key Employee within the meaning of Code Section
416(i), including any Employee, former Employee or Beneficiary of an
Employee or former Employee who at any time during the Plan Year or any of
the four (4) preceding Plan Years, is (or was):

               (i) an officer of the Employer whose Compensation is greater
     than 50% of the amount in effect under Code Section 415(b)(1)(A) for any
     such Plan Year;

               (ii) 1 of the 10 Employees having Compensation of more than the
     dollar limitation in Code Section 415(c)(1)(A) and owning (or considered
     as owning within the meaning of Code Section 318) one of the largest
     interests in the Employer, which interest is at least 1/2%;

               (iii) a one percent (1%) owner of the Employer having
     Compensation of more than $170,000 (as indexed); or

               (iv) a five percent (5%) owner of the Employer.

      Ownership shall be determined according to Code Section 416(i)(1)(B).
For purposes of (i) above, no more than fifty (50) Employees (or if less, the
greater of three (3) or ten percent (10%) of the Employees) shall be treated as
officers.  For purposes of (ii) above, if two Employees have the same interest
in the Employer, the Employee with the higher Compensation shall be treated as
having the larger interest.  An Employee or former Employee who is not a Key
Employee shall be a non-Key Employee.

           (c) Minimum Contribution - For a Plan Year, the lesser of three
percent (3%) of a Participant's compensation (within the meaning of Treasury
Regulation Section 1.415-2(d)) or a percentage of a Participant's
compensation equal to the percentage at which contributions are made (or
required to be made) under the Plan and all other plans of the Aggregation
Group for the Key Employee for whom such percentage is highest.
            Notwithstanding the foregoing, for Plan Years beginning on or
after January 1, 2007, solely on behalf of any individual who is covered
under a defined benefit plan maintained by the Employer, the three percent
(3%) minimum contribution referenced above shall be replaced by five percent
(5%).

           (d) Top-Heavy Plan - With respect to any Plan Year, this Plan shall
be deemed Top-Heavy if the aggregate of the Account Balances of all Key

                                      49


Employees in the Plan exceeds sixty percent (60%) of the aggregate of the
Account Balances of all Participants in the Plan, such determination to be
made in accordance with the procedures described in Code Section 416(g) 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).  For
purposes of determining whether the Plan is a Top-Heavy Plan, the Plan shall
be aggregated with all other plans within the Aggregation Group.

           (e) Aggregation Group - All plans maintained by the Employer (i)
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, (ii) in which a
Key Employee is a participant, and (iii) any other plan of the Employer that
the Employer elects to include in the Aggregation Group, provided that any
such plan would not cause the Aggregation Group to fail to meet the
requirements of Code Sections 401(a)(4) and 410 with such plan being taken
into account.

      12.3 Allocation of Minimum Contribution - For any year in which the Plan
is a Top-Heavy Plan, the Minimum Contribution as defined in Section 12.2(c)
hereof shall be made to the account of each Participant who is a non-Key
Employee, unless the Minimum Contribution for the Participant is made under
another defined contribution plan maintained by the Employer.  Such Minimum
Contribution shall be made to the Employer Contribution Account of each non-Key
Employee Participant who has not separated from service on the last day of such
Plan Year without regard to such Participant's Hours of Service during such
Plan Year.  The Employer and Plan Administrator shall determine under which
plan a Participant shall receive the Minimum Contribution if the Employee is a
Participant in more than one plan maintained by the Employer.

      12.4 Post-EGTRRA Top-Heavy Provisions

           (a) Effective date - This Section 12.4 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 12.4 amends Sections 12.1 through 12.3 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 Top-Heavy 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 Top-Heavy
     Compensation of more than $150,000.  For this purpose, Top-Heavy
     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 12.4(b)(ii) shall apply for purposes of determining the amounts of
     Participant's accounts as of the determination date.



                                      50


                    (1) Distributions During Year Ending on the Determination
         Date - The amounts of account balances 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. 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, 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 accounts of any individual who has not
         performed services for the Employer during the 1-year period ending
         on the determination date shall not be taken into account.

           (c) Non-Applicability of Top-Heavy Provisions - The top-heavy
requirements of Code Section 416 and this Section 12.4 of the Plan shall not
apply in any year beginning after December 31, 2001 in which the Plan
consists solely of a cash or deferred arrangement which meets the
requirements of Code Section 401(k)(12) and matching contributions with
respect to which the requirements of Code Section 401(m)(11) are met.

































                                      51


      IN WITNESS WHEREOF, the Company and each adopting Employer has
caused this Agreement to be executed by its duly authorized corporate
officers and its corporate seal to be hereunto affixed, and the Trustee has
executed same under seal and thereby accepted the Trust the day and year
first above written.
                                        COMPANY:


                                        SOUTHWEST GEORGIA FINANCIAL CORPORATION

(CORPORATE SEAL)






                                        By:     /s/ DeWitt Drew

                                        Title:  President and CEO

                                        Attest: /s/ Robert H. Craft

                                        Office: Vice President and Secretary





                                        TRUSTEE:

                                        SOUTHWEST GEORGIA BANK

(CORPORATE SEAL)







                                        By:     /s/ Richard E. Holland

                                        Title:  Vice President & Trust Officer

                                        Attest: /s/ Robert H. Craft

                                        Office: Vice President and Secretary









                                      52


                                  SCHEDULE A
<TABLE>


                              Acquired Employers
                         Service Crediting Provisions

<CAPTION>

<S>                                <C>
Acquired Company                   Credited Service

Baker County Bank                  Prior service with Baker County Bank is
                                   recognized for participation purposes.


Moultrie Federal Savings and Loan  Any employee who was actively employed on
                                   January 7, 1991 automatically became a
                                   participant on January 7, 1991.


Bank of Pavo (acquired 12/11/98)   Immediate participation for employees of
                                   Bank of Pavo upon closing of acquisition.


Empire Financial Services, Inc.    Service of employees with Empire Financial
                                   Services, Inc. prior to January 1, 2002 is
                                   counted for eligibility and vesting but not
                                   as credited service or for allocations of
                                   Employer Contributions.


Sylvester Banking Company          Immediate participation for employees of
                                   Sylvester Banking Company.

                                   Prior service with Sylvester Banking Company
                                   is recognized for eligibility and vesting
                                   purposes but not as credited service or for
                                   allocations of Employer Contributions.
                                   Prior service with Sylvester Banking Company
                                   will be counted for the Break in Service
                                   rules under Section 2.3 of the Plan.

</TABLE>













                                      53


                                  SCHEDULE B

<TABLE>

                              Adopting Employers
                             and Dates of Adoption

<CAPTION>


<S>                              <C>                 <C>
                                                     Date Ceased to be
Adopting Employer                Date of Adoption    Adopting Employer

Southwest Georgia Bank           July 8, 1981

Southwest Georgia Insurance      May 1, 1999         8/3/00 - date company
Service, Inc. (doing                                 dissolved
business as Moultrie
Insurance Agency)


Empire Financial Services, Inc.  January 1, 2002


</TABLE>































                                      54


<TABLE>

                               TABLE OF CONTENTS

<CAPTION>


<S>                                                                  <C>
                                                                     Page

ARTICLE I DEFINITIONS                                                  2

1.1     Account Balance                                                2
1.2     Adoption Date                                                  2
1.3     Annual Compensation                                            2
1.4     Annual Valuation Date                                          2
1.5     Authorized Leaves of Absence                                   2
1.6     Beneficiary                                                    2
1.7     Board                                                          2
1.8     Break in Service                                               3
1.9     Code                                                           3
1.10    Company                                                        3
1.11    Effective Date                                                 3
1.12    Eligible Participant                                           3
1.13    Employee                                                       3
1.14    Employer                                                       3
1.15    Employer Contribution Account                                  3
1.16    Employer Stock                                                 4
1.17    Employment                                                     4
1.18    ERISA   3                                                      4
1.19    ESOP Committee                                                 4
1.20    ESOP Account                                                   4
1.21    Fiduciaries                                                    4
1.22    FMLA Leave                                                     4
1.23    Hour of Service                                                5
1.24    Non-Employer Stock Account                                     6
1.25    Non-Employer Securities Portion of the Plan                    6
1.26    Normal Retirement Date                                         6
1.27    Participant                                                    6
1.28    Plan                                                           6
1.29    Plan Administrator                                             6
1.30    Plan Year                                                      6
1.31    Qualified Election Period                                      6
1.32    Service                                                        6
1.33    Trust (or Trust Fund)                                          6
1.34    Trustee                                                        6
1.35    Valuation Date                                                 7
1.36    Year of Service                                                7

ARTICLE II PARTICIPATION AND SERVICE                                   7

2.1     Participation                                                  7
2.2     Service                                                        8
2.3     Effect of Break in Service                                     8
2.4     Inactive Account Status                                       10


                                       i


                               TABLE OF CONTENTS

                                   (continued)

2.5     Transfers of Employment Among Employers                       10
2.6     Election Not to Participate                                   10
2.7     Qualified Military Service                                    10

ARTICLE III CONTRIBUTIONS                                             11

3.1     Employer Contributions                                        11
3.2     Fund for Exclusive Benefit of Participants                    11
3.3     Special Limitation on Allocations for Plan
        Years to Which Code Section 415(c)(6) Applies                 12

ARTICLE IV INTERESTS OF PARTICIPANTS                                  12

4.1     Accounts of Participants                                      12
4.2     Allocation of Shares of Employer Stock, Income,               12
        Expense, Fluctuations in Asset Value, Etc.
4.3     Allocation of Employer Contributions                          13
4.4     Maximum Additions                                             14
4.5     Directed Investments By Eligible Participants                 16
4.6     Investment of Non-Employer Stock Accounts                     17

ARTICLE V BENEFITS                                                    18

5.1     Normal Retirement Benefits                                    18
5.2     Disability Benefits                                           18
5.3     Postponed Retirement                                          19
5.4     Death Benefits                                                19
5.5     Benefits on Termination of Employment                         19
5.6     Payment of Benefits                                           20
5.7	Restrictions on Participants' Right To Dispose
        of Employer Stock; Employer's and Plan's Right
        of First Refusal                                              22
5.8     Participant's Right to Put Employer Stock to
        the Company and the Plan                                      23
5.9     Securities Laws Restrictions On Resales                       24
5.10    Maintenance of Accounts Prior to Payout                       24
5.11    Present Value of Payments                                     25
5.12    Commencement of Payments                                      25
5.13    Error in Participant's Account                                28
5.14    No Other Benefits or Withdrawals                              28
5.15    Voting Rights                                                 28
5.16    Tender or Exchange Offer for Employer Stock                   29
5.17    Appraisal of Employer Stock                                   30
5.18    Direct Transfer of Eligible Rollover Distributions            30
5.19    Notice of Right to Defer Distribution                         32

ARTICLE VI DESIGNATION OF BENEFICIARY                                 33

ARTICLE VII ADMINISTRATION                                            34




                                      ii


                               TABLE OF CONTENTS

                                   (continued)

7.1	Allocation of Responsibility Among Fiduciaries for
        Plan and Trust Administration                                 34
7.2     Appointment of Plan Administrator                             34
7.3     Claims Procedure                                              35
7.4     Records and Reports                                           35
7.5     Other Plan Administrator Powers and Duties                    36
7.6     Rules and Decisions                                           36
7.7     Authorization of Benefit Payments                             36
7.8     Application and Forms for Benefits                            36
7.9     Payment for Benefit of Disabled or Incapacitated Person       37
7.10    Notices to Trustee                                            37
7.11    Indemnification by the Company                                37

ARTICLE VIII POWERS, DUTIES AND RESPONSIBILITIES OF THE TRUSTEE       37

8.1     Establishment and Acceptance of Trust                         37
8.2     Investment of Trust Fund                                      37
8.3     Discharge of Duties                                           39
8.4     Prohibited Transactions                                       39
8.5     Delegation of Responsibilities                                40
8.6     Powers of Trustee                                             40
8.7     Payments From The Fund                                        42
8.8     Payment of Compensation, Expenses and Taxes                   42
8.9     Accounting                                                    43
8.10    Bond                                                          43
8.11    Resignation or Removal of the Trustee                         43

ARTICLE IX AMENDMENT OF THE PLAN                                      44

ARTICLE X DISCONTINUANCE OF CONTRIBUTIONS AND TERMINATION OF PLAN     44

10.1    Intention to Continue Plan                                    44
10.2    Termination or Partial Termination of Plan                    45
10.3    Internal Revenue Service Approval                             45
10.4    Discontinuance of Contributions                               45

ARTICLE XI MISCELLANEOUS                                              46

11.1    Participants' Rights, Acquittance                             46
11.2    Spendthrift Clause                                            46
11.3    Participation of Adopting Employers                           47
11.4    Qualification of Plan as Condition                            47
11.5    Successor Employer                                            48
11.6    Transfer of Plan Assets                                       48
11.7    Delegation of Authority by the Company                        48
11.8    Construction of Agreement                                     48
11.9    Headings                                                      48

ARTICLE XII TOP-HEAVY PLAN PROVISIONS                                 49




                                     iii



                               TABLE OF CONTENTS

                                   (continued)

12.1    Application                                                   49
12.2    Definitions                                                   49
12.3    Allocation of Minimum Contribution                            50
12.4    Post-EGTRRA Top-Heavy Provisions                              50

</TABLE>














































                                      iv