EXHIBIT 10.4








                    NAZARETH NATIONAL BANK AND TRUST COMPANY
                    ----------------------------------------

                          EMPLOYEE STOCK OWNERSHIP PLAN
                          -----------------------------

                      (Restated, Effective January 1, 1997)



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                    NAZARETH NATIONAL BANK AND TRUST COMPANY
                    ----------------------------------------

                          EMPLOYEE STOCK OWNERSHIP PLAN
                          -----------------------------

                      (Restated, Effective January 1, 1997)

                                TABLE OF CONTENTS
                                -----------------


ARTICLE           SUBJECT MATTER                                         PAGE
-------           --------------                                         ----

ARTICLE I         DEFINITIONS..............................................ii
ARTICLE II        PARTICIPATION ELIGIBILITY...............................xxi
ARTICLE III       EMPLOYER CONTRIBUTIONS................................xxiii
ARTICLE IV        TOP-HEAVY PLAN PROVISIONS.............................xxvii
ARTICLE V         PARTICIPANT CONTRIBUTIONS............................xxxiii
ARTICLE VI        ALLOCATION OF CONTRIBUTIONS............................xxxv
ARTICLE VII       ADMINISTRATIVE PROVISIONS.............................xliii
ARTICLE VIII      RETIREMENT AND DISABILITY BENEFITS......................lix
ARTICLE IX        DEATH BENEFITS...........................................lx
ARTICLE X         VESTING PROVISIONS.....................................lxvi
ARTICLE XI        IN-SERVICE BENEFITS....................................lxix
ARTICLE XII       FORM AND TIMING OF BENEFIT DISTRIBUTIONS................lxx
ARTICLE XIII      PLAN ADMINISTRATION.................................lxxviii
ARTICLE XIV       DOMESTIC RELATIONS ORDERS...........................lxxxiii
ARTICLE XV        ALLOCATION AND LIMITATION OF AUTHORITY
                  OF FIDUCIARIES AND PERSONS WITH
                  MINISTERIAL DUTIES....................................lxxxv
ARTICLE XVI       APPLICATION FOR BENEFITS AND CLAIMS
                  PROCEDURES.........................................lxxxviii
ARTICLE XVII      AMENDMENT AND TERMINATION................................xc
ARTICLE XVIII     MISCELLANEOUS PROVISIONS..............................xciii


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                    NAZARETH NATIONAL BANK AND TRUST COMPANY
                          EMPLOYEE STOCK OWNERSHIP PLAN

                      (Restated, Effective January 1, 1997)

                                   ARTICLE I

                                   DEFINITIONS
                                   ------------


      Sec.1.01 "Account" means the entire interest of a Participant, Beneficiary
or Alternate Payee in this Plan.  Unless  otherwise  specified,  the value of an
Account  shall be  determined  as of a Valuation  Date as closely  following the
event  requiring  such  valuation  as the Plan  Administrator  reasonably  deems
practicable,  except that for annual reporting  purposes,  the Valuation Date to
which  reference   shall  be  made  shall  be  the  Annual   Valuation  Date.  A
Participant's  Account shall consist of his/her  Company Stock  Subaccount,  and
his/her Employer Contribution Subaccount.

      Sec. 1.02 "Accrual  Computation Period" means the twelve (12) month period
corresponding to the Plan Year.

      Sec. 1.03  "Affiliated  Company"  means any entity which,  with any entity
constituting  Employer,  constitutes:  (a) a "controlled  group of corporations"
within  the  meaning of  Section  414(b) of the Code;  (b) a "group of trades or
businesses  under common  control"  within the meaning of Section  414(c) of the
Code; or (c) an "affiliated  service group" within the meaning of Section 414(m)
of the Code. The term Affiliated Company shall include any other entity required
to be aggregated with the Employer  pursuant to regulations under Section 414(o)
of  the  Code.  For  Plan  Years  beginning   before  January  1,  1997,  if  an
Owner-Employee, who is described in Section 401(d) of the Code, is a Participant
and his/her Account is credited with an allocation of an Employer  contribution,
any  entity  described  in  Section  401(d)  of the  Code  shall  constitute  an
Affiliated  Company.  An entity shall be considered  an Affiliated  Company only
with  respect to such  period as the  relationship  described  in the  preceding
sentences  exists.  Solely for  purposes of Article VI of this Plan,  whether an
entity constitutes an Affiliated Company under Clause (a) or (b) above, shall be
determined by application of the provisions of Section 415(h) of the Code.

      Sec. 1.04 "Age" means the chronological age attained by the Participant at
his/her most recent birthday.

      Sec. 1.05  "Alternate  Payee" means any individual  entitled to current or
future payment of benefits under this Plan pursuant to a QDRO.

      Sec. 1.06 "Anniversary Date" means the last day of the Plan Year.

      Sec. 1.07 "Annual Valuation Date" means the last day of the Plan Year.


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      Sec.  1.08  "Appraiser"  means an  independent  appraiser  satisfying  the
requirements  of  Section   401(a)(28)(C)   of  the  Code  and  the  regulations
thereunder.1

      Sec.  1.09  "Beneficiary"  means any  individual  or entity  entitled to a
benefit under this Plan by reason of the death of a deceased Participant.

      Sec. 1.10 "Benefit  Commencement  Date" means,  in the case of any benefit
other than an  annuity,  the date on which the payee to whom  reference  is made
receives (a) a single-sum  distribution of his/her nonforfeitable interest under
this Plan, or (b) the first in a series of scheduled payments.  In the case of a
benefit payable as a life annuity, "Benefit Commencement Date" is intended to be
synonymous with the term "annuity  starting date" under  applicable  regulations
promulgated  by the Secretary of the Treasury or his/her  delegate.  A payee who
receives  more than one kind of  benefit  under  this  Plan may have a  separate
Benefit Commencement Date as to each such benefit.

      Sec.  1.11  "Board"  means the board of  directors  of the Employer if the
Employer is a business corporation,  the appropriately  authorized partner(s) if
the Employer is a partnership,  and if none of the foregoing  apply, the supreme
governing body of the Employer.

      Sec. 1.12 "Break in Service"  means a failure by a Participant or Employee
to complete  more than 500 Hours of Service  during any  Eligibility  or Vesting
Computation  Period.  Any Break in Service shall be deemed to have  commenced on
the first day of the computation  period in which it occurs,  or, if later,  the
date on which the Employee last renders  service for which he/she is entitled to
credit  for an Hour of  Service  during  such  computation  period.  No Break in
Service  shall be  deemed  to occur  during an  Employee's  initial  Eligibility
Computation  Period solely because of his/her  failure to complete more than 500
Hours of Service  during any one Plan Year  occurring in part during such twelve
(12) month period if the Employee  completes one (1) Year of Service during such
initial  Eligibility  Computation Period. A Break in Service shall not be deemed
to have occurred during any period of Excused Absence if the Employee returns to
the service of the Employer within the time permitted pursuant to the provisions
of this Plan setting  forth  circumstances  of Excused  Absence.  Solely for the
purposes of  determining  whether or not a Break in Service has occurred,  there
shall be credited to each Employee  absent from service on a Parenthood  Absence
the lesser of (a) the number of Hours of Service that would  normally  have been
credited to the  Participant but for such absence (if  determinable,  or, if not
determinable,  then the number of Hours of Service determined by multiplying the
number of days of such absence by eight (8)), or (b) 501 Hours of Service,  with
all of the Hours of Service so credited



-------------------------------
1    Services of an  independent  appraiser must be engaged by an ESOP sponsored
by a company whose stock for which there is no organized public market. However,
the term may not be required in a conventional "stock bonus" plan which does not
satisfy the ESOP definition of Section  4975(e)(7) of the Code (i.e., a "Title I
ESOP"),  nor need the term be  included  in an ESOP which  invests  in  employer
securities for which there is an organized public market capable of establishing
the fair market value of shares at any date of reference.

<PAGE>


being deemed to have been credited to the  Eligibility  and Vesting  Computation
Periods in which such absence begins if necessary to avoid a Break in Service in
such Computation  Periods,  or if not necessary to avoid such Breaks in Service,
then to the  Eligibility  and Vesting  Computation  Periods next  following  the
Computation Periods in which such absence commenced.


      Sec. 1.13 "Code" means the Internal Revenue Code of 1986, as amended,  and
any successor statute of similar purpose. Reference to any particular section of
the Code shall be a  reference  to that  section as it existed on the  Effective
Date or  restatement  of this Plan, as it may  thereafter be amended,  as it may
thereafter be redesignated,  and to any  corresponding  provision of a successor
statute.

      Sec.  1.14  "Company  Stock"  means  stock  (of any  class)  issued by the
[Primary]  Employer,  or by a  corporation  which  is a  component  of the  same
controlled  group of  corporations  (within the meaning of Section 414(b) of the
Code) as the [Primary] Employer.

      Sec.  1.15 "Company  Stock  Subaccount"  means so much of a  Participant's
Account as is comprised of Company Stock.

      Sec. 1.16 "Compensation" means:

        (a) In  General.  Compensation  means  the  wages,  salaries,  fees  for
     professional   services,   and  other   amounts  paid  during  the  Accrual
     Computation  Period of reference (whether or not paid in cash) for personal
     services actually rendered in the course of employment with the Employer to
     the extent that the amounts are includable in gross income,  including, but
     not limited to, commissions paid salesmen, remuneration for services on the
     basis of a percentage of profits,  commissions on insurance premiums,  tips
     and bonuses, fringe benefits, reimbursements and expense allowances under a
     non-accountable  plan (as described in Section  1.62-2(c) of the Income Tax
     Regulations).   In  addition,   Compensation  shall  include:  (1)  amounts
     described in Sections  104(a)(3),  105(a), and 105(h) of the Code, but only
     to the extent that these amounts are  includible in the gross income of the
     Employee;  (2)  amounts  paid or  reimbursed  by the  Employer  for  moving
     expenses  incurred by an Employee,  but only to the extent that at the time
     of the  payments  it s  reasonable  to believe  that these  amounts are not
     deductible by the Employee  under Section 217 of the Code; (3) the value of
     a  non-qualified  stock option granted to an Employee by the Employer,  but
     only to the extent that the value of the option is  includible in the gross
     income of the Employee for the taxable year in which  granted;  and (4) the
     amount  includible  in the gross  income of an  Employee  upon  making  the
     election described in Section 83(b) of the Code.

     (b)  Amounts Excluded.
          ------- --------

<PAGE>


                (1) In General.  However,  Compensation  shall not include:  (i)
        Employer  contributions to a plan of deferred compensation which are not
        includable  in the  Participant's  gross  income for the taxable year in
        which contributed, or Employer contributions under a simplified employee
        pension plan, or any distributions from a plan of deferred  compensation
        (whether or not tax-qualified);  (ii) amounts realized from the exercise
        of a nonqualified  stock option,  or when restricted stock (or property)
        held by the  Participant  either  becomes freely  transferable  or is no
        longer  subject  to a  substantial  risk of  forfeiture;  (iii)  amounts
        realized from the sale,  exchange or other disposition of stock acquired
        under a qualified  stock  option;  and (iv) other  amounts which receive
        special tax benefits,  or contributions made by the Employer (whether or
        not under a salary  reduction  agreement)  towards  the  purchase  of an
        annuity  described  in Section  403(b) of the Code  (whether  or not the
        amounts are excludable from the gross income of the Participant).

                (2) Other Amounts Excluded.  Notwithstanding any other provision
        of  this  Section  to  the  contrary,  Compensation  shall  not  include
        reimbursement  or other expense  allowances,  fringe  benefits (cash and
        non-cash), moving expenses,  deferred compensation,  severance benefits,
        retention  or stay  bonuses or amounts  becoming  payable by reason of a
        change  in  control   (even  if   payable   during  the  course  of  the
        Participant's employment), or welfare benefits.

        (c)  Inclusion  of  Certain  Deferred   Amounts.   Notwithstanding   the
     foregoing,  Compensation  paid or made  available  during a Plan Year shall
     also include any amount  contributed  by the Employer  pursuant to a salary
     reduction  agreement and which is not includable in the gross income of the
     Participant in accordance with Sections 402(g)(3), 125, 132(f)(4) (for Plan
     Years beginning on or after January 1, 2001) or 457 of the Code.

        (d) Compensation of Self-Employed Individuals.  If an Employer is a sole
     proprietorship or partnership,  a Self-Employed Individual shall be treated
     as an Employee and,  with respect to such  individual,  Compensation  means
     his/her  Earned  Income  for the  Accrual  Compensation  Period  within the
     meaning of Section 401(c)(2) of the Code.

        (e) Limitation on Compensation.
            ---------- -- ------------

                (1) For Plan Years Beginning January 1, 1994 and Thereafter.  In
        addition to other  applicable  limitations  set forth in this Plan,  and
        notwithstanding  any other  provision of this Plan to the contrary,  for
        Plan Years  beginning on or after January 1, 1994, the  Compensation  of
        each  Employee  taken into account  under this Plan shall not exceed the
        Omnibus  Budget  and  Reconciliation  Act of 1993  ("OBRA  `93")  annual
        compensation  limit. The OBRA `93 annual compensation limit is $150,000,
        as adjusted by the

<PAGE>


        commissioner  for  increases  in the cost of living in  accordance  with
        Section  401(a)(17)(B)  of the Code.  The  cost-of-living  adjustment in
        effect for a calendar year applies to any period,  not exceeding  twelve
        (12)  months,  over which  Compensation  is  determined  ("Determination
        Period"),  beginning in such calendar year. If such Determination Period
        consists  of  fewer  than  twelve  (12)  months,  the  OBRA  `93  annual
        compensation  limit will be multiplied  by a fraction,  the numerator of
        which is the  number  of  months in the  Determination  Period,  and the
        denominator of which is twelve (12).

         If  Compensation  for any  prior  Determination  Period  is taken  into
account in determining an Employee's benefits accruing in the current Plan Year,
Compensation  for that  prior  Determination  Period is  subject to the OBRA `93
annual  compensation  limit in effect for such prior  Determination  Period. For
this purpose,  for  Determination  Periods beginning before the first day of the
first Plan Year  beginning  on or after  January  1,  1994,  the OBRA `93 annual
compensation limit is $150,000.

                (2)  For  Plan  Years   Beginning  Prior  to  January  1,  1994.
        Notwithstanding the foregoing, Compensation for any Determination Period
        shall exclude annual  earnings of any Employee in excess of $200,000 (or
        such  adjusted  amount as is determined by the Secretary of the Treasury
        or his/her delegate pursuant to the provisions of Section  401(a)(17) of
        the Code).  In the event of an  Determination  Period which is less than
        twelve months in duration,  Compensation for such  Determination  Period
        shall  exclude  annual  earnings of any  Employee in excess of an amount
        determined  by  multiplying  the  amount  referred  to in the  preceding
        sentence by a fraction, the numerator of which is the number of complete
        calendar months during such Determination  Period and the denominator of
        which is twelve  (12).  For purposes of this  Paragraph,  but only as to
        Determination   Periods   commencing  prior  to  January  1,  1997,  the
        Compensation of certain Highly  Compensated  Employees shall include the
        Compensation of Family Members limited,  however,  to the spouse of such
        Employee  and any  lineal  descendants  of such  Employee  who  have not
        attained age 19 by the close of the Determination Computation Period.

     Sec.  1.17 "Currently Benefiting Participant" means:

        (a) a Participant  who was in the employ of the Employer during the Plan
Year of reference, and who, during that Plan Year did any of the following:

                (1) was in the employ of the Employer or an  Affiliated  Company
        at the end of the Plan Year, and if this Plan was not Top-Heavy for such
        Plan Year,  completed  at least 1,000  Hours of Service  during the Plan
        Year;

<PAGE>


                (2) retired (normal or early) during the Plan Year,  having been
        an individual  described in Subparagraph (a) (1) hereof during either of
        the immediately preceding two (2) Plan Years;

                (3)  died  during  the  Plan  Year,  having  been an  individual
        described in Subparagraph (a)(1) hereof during either of the immediately
        preceding two (2) Plan Years; or

                (4)  experienced  a  Termination  of  Employment  due  to  Total
        Disability during the Plan Year.

        (b) In  addition,  as to any  Plan  Year,  if,  and  only  if,  the Plan
     Administrator  determines that the tax-qualified  status of this Plan under
     Section 401(a) of the Code for a particular  Plan Year would be jeopardized
     if such  individual  were omitted  from  Currently  Benefiting  Participant
     status  as to  that  Plan  Year,  certain  Participants  not  described  in
     Subparagraphs (1) through (4), inclusive, of Paragraph (a), but who, during
     that Plan Year, (1) were Eligible Class Employees,  (2) completed more than
     500  Hours of  Service  during  that  Plan  Year  and (3)  were  Non-Highly
     Compensated  Employees,  shall be deemed to be  Participants  described  in
     Paragraph  (a) with  respect to that Plan Year to the extent  necessary  so
     that the percentage of Non-Highly  Compensated  Employees who benefit under
     the Plan over the  percentage of Highly  Compensated  Employees who benefit
     under  the Plan is at least  seventy  percent  (70%)  as  determined  under
     applicable  Treasury  regulations.  The selection of those Participants who
     are deemed to satisfy the  requirements of Paragraph (a) for the referenced
     Plan Year, who would otherwise not have satisfied those  requirements shall
     be based upon Compensation  starting with the Participant having the lowest
     Compensation during the Plan Year of reference provided, however, that each
     Participant who has the same Compensation as a Participant who is deemed to
     be a  Currently  Benefiting  Participant  shall also be deemed a  Currently
     Benefiting Participant.

     Sec.  1.18  "Deferred  Retirement  Date" means the date of a  Participant's
retirement  from the  service  of the  Employer  after the date on which  occurs
his/her Normal Retirement Date.

     Sec. 1.19 "Determination Year" means the Plan Year of reference.

     Sec. 1.20  "Disregarded  Prior  Service"  means Years of Service  completed
prior to any Break in Service, if



        (a) (1) the  Employee  was not a  Participant  in this Plan,  or (2) the
     Participant had no vested interest in that portion of his/her Account under
     this Plan  attributable  to Employer  contributions  prior to such Break in
     Service; and

<PAGE>


        (b) the  number  of  consecutive  one-year  Breaks in  Service  incurred
     (including  in such series of  consecutive  one-year  Breaks in Service the
     Break in Service with regard to which a  determination  is being made as to
     whether prior Years of Service are  Disregarded  Prior  Service  hereunder)
     equals or exceeds the greater of:

                (1) five (5), or

                (2) the number of Years of Service, other than Disregarded Prior
        Service, completed by the Employee (whether or not such Years of Service
        were  completed as an Eligible  Class  Employee)  prior to such Break in
        Service.

     Sec.  1.21  "Early  Retirement  Age"  means Age 55,  or if  later,  the Age
attained by the Participant on the date he/she  completes  fifteen (15) Years of
Service.

     Sec. 1.22  "Effective  Date" means December 31, 1984. The effective date of
this  restatement  is January 1, 1997.  However,  those  provisions of this Plan
which are required for  compliance  with the Tax Reform Act of 1986, the Omnibus
Budget  Reconciliation  Act of 1986,  the Omnibus Budget  Reconciliation  Act of
1987,  the Technical and  Miscellaneous  Revenue Act of 1988, the Omnibus Budget
Reconciliation Act of 1989 and the Unemployment  Compensation Amendments of 1992
(as such act relates to Code  Section  401(a)(31))  shall take effect no earlier
than the dates required by such Acts.

     However,  those  provisions of this Plan which are required for  compliance
with the Uruguay  Round  Agreements  Act, Pub. L.  103-465,  Uniformed  Services
Employment and Reemployment Rights Act of 1994, Pub. L. 103-353,  Small Business
Job Protection Act of 1996,  Pub. L. 104-188,  Taxpayer Relief Act of 1997, Pub.
L. 105-34,  Internal Revenue Service  Restructuring and Reform Act of 1998, Pub.
L. 105-206,  and Community Renewal Tax Relief Act of 2000, Pub. L. 106-554 shall
be effective  retroactively to the last permissible date on which such provision
was  required  to  become  effective  to  assure  full  compliance  with the act
requiring its inclusion in this Plan.

     Sec. 1.23 "Eligibility Computation Period" means:

        (a)  with  respect  to each  Employee,  the  twelve  (12)  month  period
     commencing  on his/her most recent  Employment  Commencement  Date (his/her
     "initial" Eligibility Computation Period), and

        (b)  commencing  with the  Plan  Year in which  the  Employee's  initial
     Eligibility  Computation  Period ends, each and every full Plan Year during
     which an Employee is in the service of the Employer.

     Sec. 1.24 "Eligible  Class  Employee"  means each Employee of the Employer,
except as  hereinafter  provided.  The term Eligible  Class  Employee  shall not
include:  (a) any  individual  whose  terms and  conditions  of  employment  are
determined  through  collective  bargaining  with a third  party if the issue of
retirement  benefits  has been a bona fide  subject  of

<PAGE>


collective  bargaining,  unless the collective bargaining agreement provides for
the  inclusion  of such  person as a  Participant  in this Plan;  (b) any Leased
Employee;  (c) any Employee who is a  non-resident  alien (within the meaning of
Section  410(b)(3)(C) of the Code) and who receives no earned income (within the
meaning of Section  911(d)(2) of the Code) from the Employer  which  constitutes
income  from  sources  within the United  States  (within the meaning of Section
861(a)(3)  of the Code);  and (d) any  individual  who is not  classified  as an
Employee by the Employer  regardless of whether such individual is considered an
Employee for purposes of any federal or state law. If the Employer  reclassifies
an  individual  as an  Employee,  he/she  shall be an  Eligible  Class  Employee
prospectively  from the effective date of that  reclassification  only, and then
only if he/she  otherwise  satisfies the  requirements  of this  Section.  If an
individual  not  classified  by the  Employer as an  Employee  is  retroactively
reclassified  as  such  by  any  governmental  or  regulatory  authority,   such
individual shall nonetheless be deemed to have become an Eligible Class Employee
only prospectively on the event of such  reclassification (and not retroactively
to the date on which  he/she was found to have first  become an employee for any
other purpose),  and then only if he/she otherwise satisfies the requirements of
this section.

     Sec. 1.25 "Eligible Retirement Plan" means an individual retirement account
described  in  Section  408(a) of the Code,  an  individual  retirement  annuity
described in Section 408(b) of the Code, an annuity  described in Section 403(a)
of the Code, or a qualified plan  described in Section 401(a) of the Code,  that
accepts the distributee's Eligible Rollover  Distribution.  However, in the case
of  an  Eligible  Rollover  Distribution  to a  surviving  spouse,  an  Eligible
Retirement  Plan is an individual  retirement  arrangement  described in Section
402(a) or (b) of the Code.

     Sec. 1.26 "Eligible Rollover Distribution" means any distribution of all or
any portion of the balance of the Account of a  Participant.  The term "Eligible
Rollover  Distribution" shall not include: (a) 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; (b) any
distribution  to the extent such  distribution  is required  under code  Section
401(a)(9);   (c)  any   hardship   distribution   described   in  Code   Section
401(k)(2)(B)(i)(IV);  (d) the  portion  of any  other  distribution  that is not
includable in gross income  (determined  without regard to the exclusion for net
unrealized appreciation with respect to employer securities);  and (e) any other
distribution(s)  that is  reasonably  expected  to total less than $200 during a
year.

     Sec. 1.27 "Employee" means an individual in the employ of the Employer. The
term "Employee"  includes any individual who renders service to the Employer and
is so characterized for federal income and wage tax withholding  purposes. If an
individual is retroactively reclassified to "employee" status for federal income
and wage tax withholding purposes,  that individual shall be deemed to have been
an "Employee"  (but not an "Eligible  Class  Employee")  for the period to which
such reclassification applies.

<PAGE>


     Sec.  1.28  "Employee  Retirement  Income  Security Act of 1974" or "ERISA"
means  the Act  known by that  name  (P.L.  93-406),  including  all  amendments
thereto.

     Sec. 1.29 "Employer" means Nazareth National Bank and Trust Company and any
successor  or related  entity  thereto  which  adopts this Plan and joins in the
corresponding  Trust  Agreement.  The term  "Employer"  also  includes any other
entity which,  with the consent of the Board,  adopts this Plan and joins in the
corresponding Trust Agreement.

     Sec.  1.30  "Employment  Commencement  Date"  means,  with  respect  to any
individual,  the first  date on which  that  individual  performs  service as an
Employee and for the Employer  entitling  him/her to credit for at least one (1)
Hour of Service  (whether or not such service was performed as an Eligible Class
Employee).

     Sec.  1.31  "Entry  Date" means  every June 30 and  December 31  thereafter
during which this Plan is in effect.

     Sec. 1.32 "Excused Absence" means any of the following:

        (a)  absence  on leave  granted  by the  Employer  for any cause for the
     period  stated in such leave or, if no period is  stated,  then for six (6)
     months and any extensions  that the Employer may grant in writing.  For the
     purposes of this provision, the Employer will give similar treatment to all
     Employees in similar circumstances;

        (b) absence in any  circumstance  so long as the  Employee  continues to
     receive his/her regular compensation (other than as severance pay or change
     of control benefits) from the Employer;

        (c)  absence  in the armed  forces of the  United  States or  government
     service in time of war or national emergency;

        (d)  absence by reason of illness or  disability  until such time as the
     employment relationship between Employer and Employee is severed; and

        (e) absence under the  provisions of the Family and Medical Leave Act of
     1993 (P.L. 103-3), as amended, or under any applicable state law of similar
     purpose.

<PAGE>


     An Excused Absence shall cease to be such retroactively to the last date on
which the Employee  performed service for the Employer or an Affiliated  Company
entitling  him/her  to credit for at least one (1) Hour of  Service,  and he/she
shall be deemed to have  experienced a Termination of Employment as of such date
if (1) the  Employee  fails to return to the  service of the  Employer  or of an
Affiliated  Company promptly upon expiration of any leave of absence referred to
in Paragraph  (a), (2) upon  termination  of the regular  compensation  payments
referred to in Paragraph  (b) above,  (3) prior to the  expiration of the period
during which his/her  reemployment  rights are protected by law after  discharge
from active duty in the uniformed  military service of the United States, or (4)
upon recovery from illness or disability where such recovery is, in the judgment
of the Plan  Administrator,  sufficient to permit the  individual to perform the
duties  of any  employment  offered  to the  individual  by the  Employer  or an
Affiliated Company;  provided,  however,  that no absence described in Paragraph
(e) hereof  shall be deemed to be a cessation  of  employment  earlier  than the
earliest date permissible under applicable law. Notwithstanding the foregoing to
the contrary,  if a Participant dies or experiences  Total Disability during the
course of an  Excused  Absence,  he/she  shall be deemed to have  experienced  a
Termination  of  Employment  on the date of  his/her  death or on the date as of
which he/she is determined to have experienced Total Disability, as applicable.

     The Plan  Administrator  shall be the sole judge of whether  recovery  from
illness or disability has occurred for this purpose.

     Sec.  1.33  "Family  Member"  means the spouse of the  Participant  and the
lineal ascendants and descendants of either the Participant or that spouse.

     Sec. 1.34 "Five-Percent  Owner" means any person who owns (or is considered
as owning  within the meaning of Section 318 of the Code, as modified by Section
416(i) of the Code) more than five percent (5%) of the outstanding  voting stock
of the  Employer (or any entity  constituting  an  Affiliated  Company) or stock
possessing more than five percent (5%) of the total combined voting power of all
of the stock of such entity.  If an entity is not a corporation,  a person shall
be considered a "Five-Percent  Owner" if he/she owns more than five percent (5%)
of either the capital or the profits interest in the entity.

     Sec.  1.35  "414(q)  Compensation"  means,  with  respect  to any period of
reference,  the  remuneration  of the Employee  taken into account under Section
415(c)(3)  of the Code as then in  effect,  but for Plan Years  beginning  after
December 31, 1996,  including amounts contributed pursuant to a salary reduction
agreement  which are excludable  from the Employee's  gross income under Section
125  (relating  to  cafeteria  plans),  Section  402(h)  (relating  to  elective
deferrals under simplified employee pensions), elective deferral amounts under a
qualified  cash-or-deferred  arrangement  satisfying the requirements of Section
401(k),  Section 403(b) (relating to tax-deferred  annuities) or Section 457 (b)
of the Code,  and for Plan Years  beginning  after  December 31,  2000,  Section
132(f)(4) relating to qualified transportation fringe benefits).

<PAGE>


     Sec.  1.36 "Fund" or "Trust Fund" means all of the assets of this Plan held
by the Trustee (or any nominee thereof) at any time under the Trust Agreement.

     Sec.  1.37  "Highly  Compensated  Employee"  means a person who is either a
"highly compensated former employee" or a "highly compensated active employee."

        (a) A "highly compensated former employee" is any Employee who separated
     from service with the Employer and all Affiliated  Companies (or was deemed
     to have separated) prior to the Determination Year, performs no service for
     the Employer or an Affiliated  Company during the  Determination  Year, and
     was a Highly  Compensated  Employee  for  either  the year in which  he/she
     experienced   a   cessation   of  the   Employer/Employee   or   Affiliated
     Company/Employee  relationship or for any  Determination  Year ending on or
     after the date on which he/she attains Age 55.

        (b) For Plan Years  commencing  on and after  January 1, 1997, a "highly
     compensated  active  employee" is any Employee who performs service for the
     Employer or an Affiliated Company during the Determination Year and who:

          (1) was a Five-Percent  Owner at any time during the Look-Back Year or
     the current Plan Year; and

          (2)  received  414(q)  Compensation  from the  Employer or  Affiliated
     Companies in the  aggregate  in excess of $80,000 (as adjusted  pursuant to
     Sections  414(q)(1) and 415(d) of the Code) during the  Look-Back  Year and
     was in the Top-Paid Group during the Look-Back Year. The foregoing Top-Paid
     Group election shall apply  consistently to the Determination  Years of all
     plans of the Employer,  except that the consistency  requirement  shall not
     apply to  Determination  Years  beginning  before  January 1, 1998, and for
     Determination  Years  beginning  on or after  January  1,  1998 and  before
     January 1,  2000.  Satisfaction  of the  consistency  requirement  shall be
     determined without regard to any non-retirement plans of the Employer.

     Notwithstanding  the  foregoing,  for the first  Plan Year  starting  after
December 31, 1996, any individual who was a Highly Compensated  Employee (within
the meaning of  Paragraph  (c) of this  Section) in the last Plan Year  starting
prior to  January  1, 1997  shall be  deemed  to have been a Highly  Compensated
Employee for the Look-Back  Year  applicable  to the first Plan Year  commencing
after December 31, 1996.

        (c) For Plan  Years  commencing  prior to  January  1,  1997,  a "highly
     compensated  active  employee" is any Employee who performs service for the
     Employer or an Affiliated Company during the Determination Year and who:

               (1) was a Five-Percent Owner during the Look-Back Year;

<PAGE>


               (2) received 414(q)  Compensation from the Employer or Affiliated
          Companies in the aggregate in excess of $75,000 (as adjusted  pursuant
          to Sections  414(q)(1)  and 415(d) of the Code)  during the  Look-Back
          Year;

               (3) received 414(q)  Compensation from the Employer or Affiliated
          Companies in the aggregate in excess of $50,000 (as adjusted  pursuant
          to Section  414(q)(1)  and 415(d) of the Code) and was a member of the
          Top-Paid Group for the Look-Back Year; or

               (4)  was  an  officer  of  the  Employer   and  received   414(q)
          Compensation  during the  Look-Back  Year that is  greater  than fifty
          percent  (50%)  of the  dollar  limitation  in  effect  under  Section
          415(b)(1)(A) of the Code.

     The term "Highly Compensated Employee" also includes an Employee who is
both described in the preceding portion of this Paragraph (c) if the term
"Determination Year" is substituted for "Look-Back Year" and one of the one
hundred (100) Employees who received the most 414(q) Compensation from the
Employer and Affiliated Companies during the Determination Year.

        (d) For the purposes of applying Paragraph (c) hereof:

               (1)  If  no  officer  has  satisfied   the  414(q)   Compensation
          requirement of Paragraph  (c)(4) above,  during either a Determination
          Year or Look-Back  Year,  the highest paid officer for such year shall
          be treated as a Highly Compensated Employee.

               (2) If an Employee is, during a  Determination  Year or Look-Back
          Year, a Family Member of either a Five-Percent  Owner who is an active
          or former Employee or a Highly Compensated  Employee who is one of the
          ten (10)  most  highly  compensated  employees  ranked on the basis of
          414(q) Compensation paid by the Employer and its Affiliated  Companies
          during such year, then the Family Member and the Five-Percent Owner or
          top-ten  Highly  Compensated  Employee  shall be  treated  as a single
          Employee  receiving  414(q)  Compensation  and plan  contributions  or
          benefits   equal  to  the  sum  of  such   414(q)   Compensation   and
          contributions or benefits of the Family Member and Five-Percent  Owner
          or top-ten Highly Compensated Employee.

               (3) The  determination of who is a Highly  Compensated  Employee,
          including the  determinations  of the number and identity of Employees
          in the top-paid group, the top one-hundred (100) Employees, the number
          of Employees  treated as officers and the 414(q)  Compensation that is
          considered, will be made in accordance with Section 414(q) of the Code
          and  the  regulations   thereunder,   as  applicable  to  the  subject
          Determination Year.


<PAGE>


        (e) For the purposes of this Section,  each entity constituting Employer
     and each  Affiliated  Company shall be considered  collectively as a single
     employer.

     Sec. 1.38 "Hour of Service"  means:  (a) each hour for which an Employee is
paid or  entitled  to payment  for the  performance  of duties for the  Employer
during the applicable computation period; (b) each hour for which an Employee is
paid or  entitled  to  payment  by the  Employer  on account of a period of time
during  which no  duties  are  performed  (irrespective  of  whether  or not the
employment  relationship  has  terminated)  due to vacation,  holiday,  illness,
incapacity  (including  disability),  layoff, jury or military duty, or leave of
absence;  and (c) each hour for which back pay,  irrespective  of  mitigation of
damages, is either awarded or agreed to by the Employer.  Hours of Service shall
be credited in a manner which is consistent  with  regulations  published by the
Secretary  of  Labor  at  Title  29,  Code  of  Federal   Regulations,   Section
2530.200b-2(b)  and (c).  Hours of Service shall be credited to the  Computation
Period  in  which   earned,   regardless   of  when   determined   or   awarded.
Notwithstanding  the foregoing,  (1) not more than 501 Hours of Service shall be
credited to an Employee on account of any single  continuous period during which
the Employee performs no duties for the Employer; (2) no credit shall be granted
for any period with respect to which an Employee receives payment or is entitled
to payment  under a plan  maintained  solely for the purpose of  complying  with
applicable workmen's  compensation,  or unemployment  compensation or disability
insurance  laws;  and (3) no credit shall be granted for a payment  which solely
reimburses an Employee for medical or medically related expenses incurred by the
Employee.  Each week of absence for military  service in the armed forces of the
United States from which service the Employee returns to the Employer within the
period during which he/she has legally protected reemployment rights shall count
as a number of Hours of Service  equal to the  number of Hours of  Service  that
would  have  been  credited  to the  Employee  with  respect  to the  Employee's
customary week of employment during the month immediately  preceding the date on
which absence for military  service  commenced.  Service rendered at overtime or
other premium rates shall be credited at the rate of one (1) Hour of Service for
each hour for which pay is earned,  regardless  of the rate of  compensation  in
effect  with  respect  to such hour.  If the  Employer  maintains  the plan of a
predecessor employer, Hours of Service with such employer shall be considered to
be Hours of Service with the Employer. Service with an Affiliated Company in any
Computation  Period  shall  be  considered  service  with the  Employer  in that
Computation Period for the purposes of this Plan; provided, however, that except
as may otherwise be specifically provided under this Plan, Hours of Service with
any entity prior to the date on which it became an Affiliated  Company and Hours
of Service  with any entity  subsequent  to the date on which it ceased to be an
Affiliated  Company  shall not be  considered  to be Hours of  Service  with the
Employer.

     For purposes of this section,  the term "Employee" includes an Employee and
a Leased Employee.

     If an Employee's  payroll records are normally kept on other than an hourly
basis,  as  described  below,  the  following  equivalencies  may be utilized in
determining  the number of Hours of Service to which the Employee is entitled to
be credited.

<PAGE>


     Basis Upon Which the                        Credit Granted If Participant
 Participant's Payroll Records                     Earns At Least One (1) Hour
           Are Maintained                             Of Service During Period
 -------------------------------                     --------------------------

Shift..............................................Actual hours for full shift
Day........................................................10 Hours of Service
Week.......................................................45 Hours of Service
Semi-monthly Payroll Period................................95 Hours of Service
Months of Employment......................................190 Hours of Service



     Hours of  Service  performed  prior to  December  10,  1993 by each  former
Employee of the Broadheadsville branch of First Eastern Bank, N.A. who became an
Employee of the Employer as of such date and Hours of Service performed prior to
October 7, 1994 by each former Employee of the Stroudsburg  branch of CoreStates
Bank, N.A.  (formerly known as the Stroudsburg branch of the Third National Bank
and Trust Company) who became an Employee of the Employer as of such date, shall
be deemed to be Hours of Service  performed for the Employer for purposes of the
eligibility, vesting and benefit accrual provisions of the Plan.

     Sec. 1.39 "Investment Manager" means any fiduciary (other than a Trustee or
Named Fiduciary) who has the power to manage,  acquire,  or dispose of any asset
of this Plan and who has qualified as an "Investment Manager" within the meaning
of Section 3(38) of ERISA.

     Sec. 1.40 "Leased  Employee"  means an individual who is not an Employee of
the  Employer or of an  Affiliated  Company,  but who  provides  services to the
Employer or an Affiliated Company where (a) such services are performed pursuant
to an agreement  between the recipient of those services and any other person or
entity,  (b) the person  performing the services has done so on a  substantially
full-time  basis for at least one year,  (c) as to Plan  Years  starting  before
January 1, 1997, the services so performed are of a type historically  performed
in the business  field of the  recipient  by employees  and (d) as to Plan Years
starting after December 31, 1996, the services so performed are performed  under
the primary  direction  and control of the recipient of those  services,  except
that even if an  individual  would  otherwise be  considered  a Leased  Employee
hereunder,  that  individual  shall not be  considered a Leased  Employee if (1)
he/she  is  covered  by a money  purchase  pension  plan  which (i)  covers  all
employees  of the  leasing  organization  (other  than those  rendering  service
directly to the leasing  organization),  (ii) provides a nonintegrated  employer
contribution  rate of at least ten percent (10%) of compensation  (as defined in
Section  415   (n)(5)(c)(iii)   of  the  Code),   and  (iii)  allows   immediate
participation  and  full  and  immediate  vesting,   and  (2)  Leased  Employees
(including,  for this purpose,  those who would be Leased  Employees but for the
operation of this sentence) do not constitute  more than twenty percent (20%) of
that part of the  recipient's  workforce  consisting of  Non-Highly  Compensated
Employees.

     Sec.  1.41  "Look-Back  Year" means the period of twelve  (12)  consecutive
months immediately preceding the Determination Year.

<PAGE>


     Sec.  1.42 "Named  Fiduciary"  means the  Employer,  the Trustee,  the Plan
Administrator (if other than the Employer) and the Named Appeals Fiduciary. Each
Named   Fiduciary   shall   have   only   those   particular   powers,   duties,
responsibilities  and  obligations as are  specifically  delegated to him/her/it
under this Plan and/or the Trust Agreement.  Any fiduciary, if so appointed, may
serve in more than one fiduciary capacity.

     Sec.  1.43 "Net Income" means the current and  accumulated  earnings of the
Employer, as determined by the Employer's regularly engaged account on the basis
of the  Employer's  books of account for  shareholder  reporting  purposes,  but
without  any  deduction  for  any  of  the  following:  (a)  depreciation,   (b)
extraordinary  expenses or losses,  (c) casualty  losses in excess of recoveries
(if any), (d)  contributions to this or any other qualified  retirement plan, or
(e) federal,  state, county or municipal income taxes or income taxes imposed by
any other  political  subdivisions.  If Net  Income  with  respect to any fiscal
period is  restated  after a  contribution  based  thereon has been made to this
Plan,  there shall be no  adjustment  (upward or downward) in the amount of that
contribution  solely by reason of the change in Net Income  resulting  from such
restatement.

     Sec. 1.44 "Non-Highly Compensated Employee" means any Employee who is not a
Highly Compensated Employee.

     Sec. 1.45 "Normal  Retirement  Age" means the date on which the Participant
attains Age 65.

     Sec. 1.46 "Officer" means a corporate officer (or person holding a position
of comparable  authority in an enterprise  other than a corporation);  provided,
however,  that not more than fifty (50) persons shall be deemed Officers (or, if
lesser,  the greater of three (3) employees or 10% of  employees),  disregarding
persons who are excluded from consideration for inclusion in the Top-Paid Group.

     Sec.  1.47  "Owner-Employee"  means  a  Self-Employed  Individual  who is a
sole-proprietor  if the Employer is a sole  proprietorship,  or a partner owning
more than 10% of either the capital or profits  interest of the  Employer if the
Employer is a partnership.

     Sec.  1.48  "Other  Assets  Subaccount"  means that  portion,  if any, of a
Participant's Account that is not comprised of Company Stock.

     Sec. 1.49  "Parenthood  Absence" shall mean an absence from work (a) due to
the  pregnancy  of the  individual,  (b)  due to the  birth  of a  child  of the
individual,  (c) due to the placement of a child in connection with the adoption
of that child by the  individual,  or (d) for the purposes of caring for a child
during the period  immediately  following the birth or placement for adoption of
such child.

     Sec.  1.50  "Participant"  means any  individual  who has been  admitted to
participation  in this Plan pursuant to the provisions of Article II and who (a)
remains an

<PAGE>


Eligible Class Employee or (b) has ceased to be an Eligible Class Employee,  but
continues to have an undistributed Account under this Plan.

     Sec.  1.51  "Plan"  means the  Nazareth  National  Bank and  Trust  Company
Employee Stock Ownership Plan as set forth herein, and as the same may from time
to time hereafter be amended.  Notwithstanding any provision of this Plan to the
contrary,  in the event that a plan is merged into this Plan or a plan's  assets
and/or   liabilities   are   transferred  to  this  Plan,  the  amount  in  each
Participant's  Account which is  attributable  to such merger or transfer  shall
continue to be subject to the  distribution  method options  available under the
transferor  plan (as in effect on the date of such  transaction) as long as, and
to the extent required to comply with the requirements of applicable  regulatory
anti-cutback rules. This Plan is intended to be an employee stock ownership plan
as defined in Section  4975(e)(7)  of the Code which  consists  of a stock bonus
plan and a money purchase plan.

     Sec. 1.52 "Plan  Administrator" means the person or committee named as such
pursuant to the provisions  hereof,  or in the absence of any such  appointment,
the Employer.

     Sec.  1.53 "Plan Year" means the twelve (12) month period  commencing  each
January 1 and ending on the subsequent December 31.

     Sec. 1.54  "Prospective  Beneficiary"  means,  as to any  Participant,  any
individual  who (or  entity  which),  under  the terms of this Plan or any valid
beneficiary  designation  then in effect,  would become a  Beneficiary  upon the
death of the Participant if such death occurred on the date of reference.

     Sec. 1.55 "QDRO" means a "qualified  domestic  relations  order" within the
meaning of Section 206(d)(3)(B) of ERISA.

     Sec. 1.56 "Required  Beginning Date" means the April 1 of the calendar year
next following the calendar year in which the Participant attains Age 70-1/2, or
for Plan Years beginning on or after,  January 1, 2000 if later,  the April 1 of
the calendar  year next  following  the calendar  year in which he/she  retires,
except that with respect to any  Participant  who is a Five  Percent  Owner with
respect to the Plan Year ending in the calendar year in which he/she attains Age
70-1/2, the Required Beginning Date shall mean April 1 of the calendar year next
following the calendar year in which the Participant  attains Age 70-1/2,  or if
later, the date determined  pursuant to a valid election made by the Participant
under Section 242(b) of the Tax Equity and Fiscal Responsibility Act of 1982.

     Sec.  1.57  "Restoration  Contribution  Subaccount"  means  so  much  of  a
Participant's Account as is attributable to restoration contributions made under
this  Plan,   adjusted  to  reflect   investment  gains  (losses)  and  expenses
attributable thereto and distributions made therefrom.

     Sec. 1.58  "Retirement"  means a Termination of Employment of a Participant
after that  Participant has attained Early  Retirement Age or Normal  Retirement
Age.

<PAGE>


     Sec.  1.59  "Rollover  Amount"  means that portion of an Eligible  Rollover
Distribution from this Plan that, by election of the prospective distributee, is
transferred  directly from this Plan to: (a) a plan that is tax-qualified  under
Section  401(a) of the Code;  (b) an annuity plan described in Section 403(a) of
the Code; (c) one or more individual retirement  arrangements within the meaning
of Section 408 of the Code, or (d) a combination of any of the foregoing; except
that if a prospective  distributee's Eligible Rollover Distribution is less than
$200, no portion thereof shall be a Rollover Amount.

     Sec. 1.60  "Securities  Acquisition  Loan" means a loan to this Plan or for
its benefit,  the sole purpose of which is to finance the acquisition of Company
Stock by this Plan. Such a loan must satisfy the requirements of Treas. Reg. ss.
54.4975-7(b)  and  DOL  regulations  at  29  Code  of  Federal  Regulations  ss.
2550.408(b)-3.  (The term Securities  Acquisition Loan shall include,  but shall
not be limited to, loans made under former  Section  133(b) of the Code prior to
the repeal of that section, to refinancing of such loans as described in Section
1602(c)(2)  of the Small  Business  Job  Protection  Act of 1996 (P.L.  104-188)
(SBJPA),  and to loans made under  binding  written  contracts  as  described in
Section 1602(c)(3) of SBJPA).

     Sec. 1.61 "Spouse" means the individual to whom the  Participant is married
on the  date  of  reference.  In  the  context  of  designation  of  Prospective
Beneficiaries  and in the context of the exercise of  elections  under this Plan
with respect to which spousal consent is normally  required,  the person to whom
the Participant is married on the date of a Prospective  Beneficiary designation
or election exercise,  as the case may be, is the Participant's  Spouse for Plan
purposes  unless there then exists a court-issued  legal  separation  order,  as
described in the following  sentence.  For the purposes of this Plan, if a court
of competent  jurisdiction has issued a legal  separation  order, the parties to
whom that order pertains  shall not be deemed to be married to each other,  even
if their  marriage has not been annulled or terminated by divorce.  However,  to
the extent that a QDRO  specifies  that a former  spouse (or  legally  separated
spouse) of the Participant is to be treated as the  Participant's  Spouse,  such
specified  former spouse (or legally  separated  person) shall be treated as the
Participant's Spouse under this Plan to the extent required in such QDRO, to the
exclusion of any subsequent Spouse.

     Sec. 1.62 "Stock Suspense Account" means a bookkeeping  account to which is
credited, and in which is held, all unallocated shares of Company Stock acquired
with the proceeds of a Securities  Acquisition  Loan and pledged as security for
the repayment of that loan.

     Sec.  1.63   "Termination   of   Employment"   means  a  cessation  of  the
employer-employee relationship between the Employer and all Affiliated Companies
and the Employee.  Such cessation of employment shall be deemed to have occurred
on the  last day on which  the  Employee  performs  an Hour of  Service  for the
Employer or an Affiliated Company in the role of a common-law employee,  without
reference to any period after such  relationship is terminated  during which the
former  Employee  performs  services  as a Leased  Employee,  as an  independent
contractor,  or as an employee of any  enterprise  which is neither the Employer
nor an Affiliated Company.  In addition,  Termination of Employment shall not be
deemed not

<PAGE>


to  have  occurred  merely  because  the  former   Employee's   wages  or  other
compensation  may be continued  beyond the last day on which the former Employee
renders services as an employee (within the common-law definition of that term),
or because  the former  Employee  may be  entitled  to  payments  of  previously
deferred compensation.

     Sec. 1.64 "Top-Paid  Group" means,  for any Plan Year, the group consisting
of the top 20 % of the employees ranked on the basis of Compensation paid during
the Plan Year,  excluding from  consideration:  (i) those employees who have not
completed six (6) months of service;  (ii) those  employees who normally (in 50%
or more of the weeks in which he/she works) work fewer than 17.5 hours per week;
(iii) those  employees  who normally  work at least one day per month during not
more than six (6) months  during any year;  (iv)  those  employees  who have not
attained Age 21; (v) except to the extent provided by regulations promulgated by
the Secretary of the Treasury or his/her delegate, employees who are included in
a unit of  employees  covered by an agreement  which the  Secretary of Labor has
determined   to  be  a  collective   bargaining   agreement   between   employee
representatives and the Employer;  and (vi) employees who are nonresident aliens
and receive no U.S. source earned income from the Employer.

     Sec. 1.65 "Total  Disability"  shall mean a physical or mental condition of
such severity and probable  duration as to entitle the Participant to disability
retirement   benefits   under  the  federal   Social   Security  Act.  The  Plan
Administrator  shall  rely,  in making  any  determination  of Total  Disability
hereunder,  upon the judgment of one or more medical  practitioners  selected by
the  Plan   Administrator  and  upon  such  evidence  as  is  presented  by  the
Participant.  No  determination  of  Total  Disability  shall  be  made  if  the
Participant  fails  to  provide  such  evidence  as  is  required  by  the  Plan
Administrator   and/or   fails  to  submit  to   examination   by  the   medical
practitioner(s) selected by the Plan Administrator.

     Sec.  1.66 "Trust  Agreement"  means the Nazareth  National  Bank and Trust
Company  Employee Stock  Ownership Plan Trust Agreement as the same is presently
constituted,  as it may hereafter be amended,  and such additional and successor
trust  agreements  as may be  executed  for the  purpose  of  providing  for the
maintenance of the assets of this Plan.

     Sec. 1.67  "Trustee"  means the party or parties so designated  pursuant to
the Trust Agreement and each of their respective successors.

     Sec. 1.68 "Valuation Date" means the last business day of the month and any
other  interim  date,  as  designated  by the  Plan  Administrator,  on  which a
valuation of Company Stock is made. The last business day of the Plan Year shall
be the "Annual Valuation Date."

     Sec. 1.69 "Vesting Computation Period" means the Plan Year.

     Sec. 1.70 "Year of Service" shall have the following  meanings when used in
this Plan:

<PAGE>


        (a) When applied to  eligibility  provisions,  a "Year of Service" (also
     referred to as a "Year of  Eligibility  Service")  means  completion  of an
     Eligibility  Computation  Period in which the person is credited with 1,000
     or more Hours of Service,  whether or not that  service is  performed as an
     Eligible Class Employee.

        (b) When  applied  to  vesting  provisions,  a "Year of  Service"  (also
     referred  to as a "Year of Vesting  Service")  means a Vesting  Computation
     Period  in which  the  person  completes  1,000 or more  Hours of  Service,
     whether or not that  service is performed  as an Eligible  Class  Employee,
     subject,  however,  to the  limitations  on service  which is credited  for
     vesting purposes as provided in this Plan.

        (c) All Years of Service  which become  Disregarded  Prior Service shall
     cease to be Years of Service for all purposes under this Plan.

<PAGE>


                                   ARTICLE II

                            PARTICIPATION ELIGIBILITY
                            -------------------------

     Sec.  2.01  Participation  Commencement.   Each  Employee  shall  become  a
Participant  on the Entry  Date  coincident  with,  or if there is no such Entry
Date,  then on the Entry Date next  following,  the date on which  he/she  first
satisfies both of the following requirements:

        (a) he/she is an Eligible Class Employee; and

        (b) he/she has attained Age 21.

     Notwithstanding  the  foregoing to the  contrary,  no  individual  shall be
admitted as a Participant  if he/she is no longer an Eligible  Class Employee on
the Entry Date as of which he/she would otherwise have become a Participant.

     Sec. 2.02  Cessation of  Participation.  A Participant  shall cease to be a
Participant on the earliest date on which:

        (a) he/she  receives (or there is paid on his/her behalf) his/her entire
     non-forfeitable interest in his/her Account or

        (b) he/she is deemed to have received a "zero dollar distribution."

     Sec. 2.03 Restoration of Participant  Status. If a former Participant again
becomes an Eligible Class Employee, he/she shall return to Participant status in
accordance with the following rules.

        (a) If the former Participant:

               (1)  had  no   nonforfeitable   interest   in   his/her   Account
          attributable to his/her prior period of service, and

               (2) has  experienced a number of consecutive  one-year  Breaks in
          Service  that  equals or exceeds  both (i) five and (ii) the number of
          Years of  Eligibility  Service with which the former  Participant  was
          credited  prior to the first of such  consecutive  one-year  Breaks in
          Service,

     all  such  previously  credited  Years  of  Eligibility  Service  shall  be
     disregarded,  and the former Participant shall resume Participant status as
     of the Entry Date described in Section 2.01 on which he/she would otherwise
     become a Participant without reference to such period of prior service.

<PAGE>


        (b) If the former Participant is not a person described in Paragraph (a)
     hereof,  he/she shall resume his/her status as a Participant as of the date
     on which he/she resumes his/her status as an Eligible Class Employee.

     Sec. 2.04 Changes of Status.
               ------- -- ------

        (a) If an Employee  who was not an Eligible  Class  Employee  becomes an
     Eligible Class Employee,  he/she shall become a Participant as of the later
     to occur of:

               (1) the date on which he/she becomes an Eligible Class  Employee,
          or

               (2) the Entry Date specified in Section 2.01.

        (b) If a  Participant  remains an Employee  but ceases to be an Eligible
     Class Employee, he/she shall remain a Participant until such time as he/she
     ceases to be a Participant  pursuant to the provisions of Section 2.02, but
     neither his/her service nor his/her  Compensation as other than an Eligible
     Class Employee shall be taken into account in determining  the  allocations
     of contributions and reallocable  forfeitures to his/her Account under this
     Plan.

     Sec. 2.05 Waivers of  Participation.  Waivers of participation in this Plan
shall not be permitted.

<PAGE>


                                  ARTICLE III

                             EMPLOYER CONTRIBUTIONS
                             ----------------------


     Sec.  3.01  Determination  of  Amount.  As of the last day of each  Accrual
Computation Period, the Employer shall contribute to the Trust Fund such amounts
as the Board,  in its  absolute  discretion,  shall  timely  determine to be the
Employer's  contribution  for the Accrual  Computation  Period then ending which
contributions  shall be  reduced,  however,  by any amounts  forfeited  from the
Accounts of  Participants or former  Participants  pursuant to the provisions of
Section 6.03.  This  provision  shall not be construed as requiring  Employer to
make contributions in (or with respect to) any Accrual Computation Period.

     For the  purposes of this  Section  3.01,  the  Compensation  of all Highly
Compensated  Employees  who are  Currently  Benefiting  Participants,  and  with
respect to Plan Years  beginning  prior to January 1, 1997, the  Compensation of
any Family  Member  shall be subject  to  adjustment  in the manner set forth in
Section 6.03 of this Plan if that Section applies.

     Sec. 3.02 Method of Contribution.  Employer  contributions  will be paid in
cash, Company Stock or other property as the Board of the Employer may from time
to time  determine.  Company  Stock  and other  property  will be valued at fair
market value at the time of such contribution. Notwithstanding the above, to the
extent  that the Plan has current  obligations  under a  Securities  Acquisition
Loan,  the  Employer's  contribution  shall  be  paid  to the  Plan  in  cash in
sufficient timely amounts to meet the terms of such obligations.

     Sec. 3.03 Reinstatement  Contributions.  As to each Plan Year, the Employer
shall contribute to this Plan such sums, if any, as may be required to reinstate
amounts previously forfeited from the Account of each Participant who:

        (a)  received a cash-out  of the  vested  portion of his/her  Account in
     connection with a prior Termination of Employment, if the cash-out was less
     than 100% of the  Participant's  Account  at the time of  distribution  and
     during the Plan Year makes a timely restoration  contribution in accordance
     with the  provisions  of this Plan (or,  in the case of a  Participant  who
     received a "zero dollar cash-out," is deemed to have done so); or

        (b)  experienced  a  forfeiture  in  connection  with a  Termination  of
     Employment, if the Termination of Employment was subsequently classified as
     a Termination of Employment on account of Total Disability.

     For the purposes of this Section, the amount forfeited or deemed forfeited,
and therefore the amount of any  reinstatement,  shall be  denominated in United
States  dollars  and not in  shares  of  Company  Stock.  Accordingly,  any such
reinstatement  contribution that represents shares of Company Stock forfeited or
deemed  forfeited shall be an amount  representing  the fair market value of the
forfeited (or deemed forfeited) shares determined at

<PAGE>


the time of forfeiture,  without  adjustment for subsequent  changes in value of
such shares or dividends payable with respect to such shares.

     Sec. 3.04 Military  Service Make-Up  Contributions.  To the extent that the
Employer is required to make  contributions  to this Plan for any Participant in
order to comply  with the  provisions  of  Chapter  43 of Title 38 of the United
States  Code,  such  contributions  shall be made  (without  adjustment  for any
investment gains or losses,  earnings or expenses) when the Participant  resumes
service as an Employee of the Employer or an Affiliated  Company within the time
that his/her  reemployment  rights are protected  under the  Uniformed  Services
Employment  and  Reemployment  Rights  Act of 1994.  Any such  military  service
make-up contribution shall be in an amount equal to the sum of the contributions
that the Employer  would have made for allocation to the  Participant's  Account
(without  adjustment to reflect investment gains or losses or income or expenses
that would have been attributable  thereto) had the Participant  remained in the
employ of the Employer as an Eligible  Class  Employee  throughout the period of
his/her  military  service  absence,  with  imputed  Compensation  equal  to the
Compensation  he/she  would have earned at his/her rate of pay from the Employer
in effect  immediately  prior to  inception  of  his/her  absence  for  military
service.  For the purposes hereof,  all military  service make-up  contributions
allocable  to the Account of any  Participant  shall be in cash in the amount of
the sum of the missed contributions,  treating all contributions that would have
been made in the form of  Company  Stock as  contributions  that would have been
made in cash in an amount  equal to the fair market  value of the Company  Stock
that would have been allocated to the Participant's  Company Stock Subaccount at
the time of contribution.

     Sec. 3.05 Timing of Contributions.
               ------ -- -------------

        (a)  Contributions.  Contributions  made pursuant to Section 3.01 hereof
     shall  be paid  over to the  Trustee  on or  before  the  date  established
     (including  any  extensions of such date) for the filing of the  Employer's
     federal  income tax return  for the fiscal  year to which the  contribution
     relates.

        (b) Reinstatement Contributions.  Contributions made pursuant to Section
     3.03 hereof  shall be paid over to the  Trustee as promptly as  practicable
     after  the  corresponding  restoration  contribution  has been  made by the
     Participant,  and in any event,  on or before the last day of the Plan Year
     in which the restoration contribution associated therewith is made.

        (c) Military Service Make-Up Contributions.  Contributions made pursuant
     to Section  3.04  hereof  shall be paid over to the  Trustee as promptly as
     practicable after the Participant has returned to service with the Employer
     or an Affiliated  Company subsequent to the period of military service with
     respect to which the make-up contributions are made.

<PAGE>


     Sec.  3.06  Contingent  Nature of  Contributions.  To the  extent  that the
deductibility  thereof is subsequently  denied,  each  contribution  made by the
Employer  pursuant  to the  provisions  of Section  3.01  hereof is hereby  made
expressly contingent on the current deductibility thereof for Federal income tax
purposes for the year with respect to which such contribution is made.

     Sec. 3.07 Exclusive  Benefit;  Refund of  Contributions.  All contributions
made by the Employer are made for the exclusive  benefit of the Participants and
their  Beneficiaries,  and such contributions shall not be used for nor diverted
to purposes other than for the exclusive  benefit of the  Participants and their
Beneficiaries  (including the costs of maintaining and  administering  this Plan
and Trust Fund).  Notwithstanding the foregoing, to the extent that such refunds
do not, in  themselves,  deprive this Plan of its qualified  status,  refunds of
contributions  shall be made to the Employer  under the following  circumstances
and subject to the foregoing limitations:

        (a) Initial  Qualification.  If this Plan is  submitted  to the Internal
     Revenue  Service within the time required to preserve the right to amend it
     retroactively  to the Effective Date, if the Internal Revenue Service makes
     an adverse  determination  with regard to this Plan in connection  with the
     qualification  requirements of Section 401(a) of the Code, and if the Board
     declines  to amend this Plan to satisfy  such  qualification  requirements,
     contributions made with respect to any period of nonqualification and prior
     to receipt of  notification  by the  Employer of the  determination  by the
     Internal  Revenue  Service  that this Plan has failed to  qualify  shall be
     returned to the Employer.

        (b)  Disallowance of Deduction.  To the extent that a federal income tax
     deduction is disallowed  for any  contribution  made by the  Employer,  the
     Trustee  shall refund to the Employer the amount so  disallowed  within one
     (1) year of the date of such disallowance.

        (c)  Mistake  of Fact.  In the case of a  contribution  which is made in
     whole or in part by  reason of a mistake  of fact (for  example,  incorrect
     information as to the  eligibility  or  compensation  of an Employee,  or a
     mathematical   error),   so  much  of  the  Employer   contribution  as  is
     attributable  to the mistake of fact shall be  returnable  to the  Employer
     upon demand,  upon  presentation  of evidence of the mistake of fact to the
     Trustee and of  calculations  as to the impact of such mistake.  Demand and
     repayment must be effectuated  within one (1) year after the payment of the
     contribution to which the mistake applies.

        (d)  Specifically  Authorized  Refunds.  The  provisions of this Section
     shall not be construed to prohibit the refund to the Employer of any amount
     contributed by the Employer if such refund is: (1) made to enable this Plan
     to satisfy nondiscrimination or other requirements imposed by the Code; (2)
     consistent  with both (i)  regulations  promulgated by the Secretary of the
     Treasury  and (ii)  provisions  of this Plan;  or (3) made  pursuant to any
     procedure approved by the Secretary of the

<PAGE>

     Treasury or his/her  delegate  for the  correction  of  operational  errors
     relating to administration of this Plan.

        (e) General Conditions Pertaining to Refunds.

               (1) Except where regulations require that a refund be accompanied
          by earnings  attributable  thereto,  all refunds  paid to the Employer
          shall be made  without  interest but shall be reduced by the amount of
          investment  losses and shall be deducted to the extent  possible  from
          among the Other Asset Subaccounts of the Participants as an investment
          loss and then from the Company Stock Subaccounts of the Participants.

               (2) Amounts to be refunded shall,  to the extent  identifiable to
          Accounts  maintained for one or more specific  Participants (as in the
          case of  certain  mistakes  of  fact,  determination  by the  Internal
          Revenue Service that a portion of a Participant's Compensation was not
          reasonable,  and  amounts  refunded  to  achieve  compliance  with the
          limitations  of Section 415 of the Code)  shall be  deducted  directly
          from each such Account in the amount identifiable thereto.

               (3)  Notwithstanding  any other  provision  of this  section,  no
          refund shall be made to the Employer which is specifically  chargeable
          against  the  Account  of any  Participant  which is in  excess of one
          hundred  percent  (100%) of the  amount in such  Account,  nor shall a
          refund be made by the  Trustee  of any  funds,  otherwise  subject  to
          refund  hereunder,   which  have  been  distributed  to  Participants,
          Beneficiaries  or  Alternate  Payees.  In  the  case  that  previously
          distributed  sums become  refundable,  the Employer shall have a claim
          directly  against the  distributee(s)  to the extent of the refundable
          amounts distributed to each of them.

               (4) All refunds  pursuant to Paragraphs  (a), (b) and (c) of this
          section shall be limited in amount,  circumstance  and timing to those
          refunds  permissible under Section 403(c) of ERISA. No refund shall be
          made if, solely by reason of such refund  having been made,  this Plan
          would cease to be a  tax-qualified  Plan under  Section  401(a) of the
          Code.

<PAGE>


                                   ARTICLE IV

                            TOP-HEAVY PLAN PROVISIONS
                            -------------------------



     Sec. 4.01 Application.  For each Plan Year in which this Plan is or becomes
a Top-Heavy Plan, as hereinafter  defined,  the provisions of this Article shall
supersede any conflicting  provisions of this Plan. Under the provisions of this
Article,  a Participant may receive increased Employer  contributions  and/or an
increase in his/her vested interest.

     Sec. 4.02 Minimum Contribution.
               ------- ------------

        (a) Except as otherwise  provided in this Section,  with respect to each
     Top-Heavy Plan Year, a minimum  contribution  shall be made by the Employer
     and allocated to the Employer  Contribution  Subaccount of each Participant
     described  in  Paragraph  (f) of this  Section  who is not a Key  Employee.
     Except as otherwise provided in this Section, such minimum contribution and
     allocation  shall be an amount  determined by multiplying (1) three percent
     (3%) by (2) the  Participant's  compensation,  as defined in Section 415 of
     the Code and the regulations thereunder.

        (b) The minimum  contribution and allocation  described in Paragraph (a)
     of this Section, may be reduced if no Key Employee's Employer  Contribution
     Subaccount  is  credited  (or  required to be  credited)  with an amount of
     Employer  contribution  including elective  contributions  (with respect to
     that  Top-Heavy  Plan Year) equal to or  exceeding  three  percent  (3%) of
     his/her  compensation  (as  defined  in  Section  415 of the  Code  and the
     regulations  thereunder)  for that  Top-Heavy Plan Year. For such Top-Heavy
     Plan  Year,  the  largest  percentage  calculated  in  accordance  with the
     preceding  sentence shall be determined and such lesser percentage shall be
     substituted  for the three  percent (3%) stated in  Subparagraph  (a)(1) of
     this Section.  For the purpose of this Paragraph,  all defined contribution
     plans included in a Required Aggregation Group will be treated as one plan.
     This  Paragraph  shall not  apply in any Plan Year in which  this Plan is a
     part of an Aggregation  Group  containing a defined benefit pension plan if
     this Plan enables a defined  benefit  plan  required to be included in such
     group to meet the requirements of Sections 401(a)(4) or 410 of the Code.

        (c) The minimum  contribution and allocation described in Paragraphs (a)
     and  (b)  of  this  Section,   shall  be  reduced  to  the  extent  that  a
     Participant's Employer Contribution Subaccount is credited with an Employer
     contribution  under the  terms of this  Plan  without  the  application  of
     Paragraph (a) of this Section. In the event a Participant is covered by any
     other qualified defined contribution plan(s) sponsored by the Employer, the
     minimum  contribution and allocation described in Paragraphs (a) and (b) of
     this Section shall be reduced by the amount of Employer contributions

<PAGE>


     allocated  to the account of such  Participant  under such other  qualified
     defined contribution plan(s).

        (d) In the event that a Participant described in Paragraph (f) is also a
     Participant  in a  qualified  defined  benefit  plan(s)  sponsored  by  the
     Employer,  then for each  Top-Heavy  Plan Year five  percent  (5%) shall be
     substituted  for three  percent (3%) in  Paragraph  (a) of this Section for
     purposes of determining the amount of minimum  contribution  and allocation
     that may be required to be made by the Employer.

        (e) The following  special rules shall apply for purposes of determining
     what Employer contributions are made or are required to be made:

               (1) Benefits under or  contributions  made to Social  Security or
          related to self-employment income shall be disregarded;

               (2) Solely for purposes of  determining  the amount  described in
          Paragraph (b), Employee  contributions by a Key Employee  attributable
          to any salary reduction or similar  arrangement to a plan described in
          Section 401(k) of the Code shall be taken into account with respect to
          any Plan Year;

               (3)  Employer   contributions   shall  include   reallocable  and
          reallocated forfeitures (if any); and

               (4) A waiver of the minimum  funding  standards of Section 412(d)
          of the Code shall be disregarded.

        (f) Any minimum Employer contribution which the Employer may be required
     to make under the  provisions  of this  Article  shall be  allocated to the
     Employer  Contribution  Subaccount  of  each  Participant  employed  by the
     Employer on the last day of the Plan Year even though such  Employee  would
     not otherwise receive an allocation of Employer  contributions to this Plan
     because he/she (1) fails to make a mandatory contribution to this Plan, (2)
     fails to complete  1,000  Hours of  Service,  or (3) fails to have a stated
     minimum amount of remuneration.

     Sec. 4.03 Adjustment to Section 415 Limits.  Subject to the transition rule
stated in  Section  416(h)(3)  of the  Code,  if,  during  any  Limitation  Year
beginning  prior  to  January  1,  2000,  this  Plan is a  Top-Heavy  Plan,  the
limitations  on Annual  Additions  described in Article VI of this Plan shall be
applied with respect to a Participant by  substituting  1.00 for 1.25 each place
it appears in the Defined  Benefit  Fraction and Defined  Contribution  Fraction
described in Article VI.  However,  this Section shall not apply if this Plan is
not  a  Super  Top-Heavy  Plan  and  the  minimum  contribution  and  allocation
requirements of Section 4.02 are satisfied:

        (a) after substituting four percent (4%) for three percent (3%) where it
     appears in Subparagraph (a)(1) of such Section; or

<PAGE>


        (b) after  substituting  seven and  one-half  percent  (7-1/2%) for five
     percent (5%) where it appears in Paragraph (d) of such Section.

     Sec. 4.04 Top-Heavy Vesting.
               --------- -------

        (a) Except as otherwise provided in this Section, a Participant's vested
     interest in his/her  Company Stock  Subaccount and Other Assets  Subaccount
     shall be  determined  from  the  following  schedule  with  respect  to any
     Top-Heavy  Plan Year during  which he/she is a  Participant,  and as of the
     date on which he/she  experiences a Break in Service  (other than by reason
     of Total  Disability  or death),  subject,  however,  to the  provisions of
     Article X with respect to disregarded periods of service.

                                                              Participant's
Participant's Years of Service                              Vested Percentage
------------------------------                              -----------------

Less than 2 Years  of Service...............................................None
2 Years of Service, but less than 3........................................20%
3  Years of Service, but less than 4.......................................40%
4  Years of Service, but less than 5.......................................60%
5  Years of Service, but less than 6.......................................80%
6  Years of Service or more................................................100%
Attainment of Normal Retirement Age or Early
     Retirement Age, regardless of service while in
     the employ of the Employer or an Affiliated Company...................100%
Upon the death or Total Disability of a Participant
     prior to experiencing a Break in Service while in the
     employ of the Employer or an Affiliated Company.......................100%

        (b) The  vesting  schedule  provided  herein  applies  for  purposes  of
     determining  a  Participant's  vested  interest  in his/her  Company  Stock
     Subaccount  and Other Assets  Subaccount  with respect to benefits  accrued
     before the effective  date of Section 416 of the Code and benefits  accrued
     prior to the first Top-Heavy Plan Year.

        (c) In the event  this  Plan  becomes a  Top-Heavy  Plan and  thereafter
     ceases to be a Top-Heavy  Plan, the vesting  schedule  provided for in this
     Section shall continue to apply for purposes of determining a Participant's
     vested  interest  in his/her  Company  Stock  Subaccount  and Other  Assets
     Subaccount.

        (d)  This  Section  does  not  apply  for  purposes  of   determining  a
     Participant's vested interest in his/her Company Stock Subaccount and Other
     Assets  Subaccount  if such  Participant  does not have an Hour of  Service
     after  this Plan has first  become a  Top-Heavy  Plan.  Such  Participant's
     vested interest shall continue to be determined under Article X.

<PAGE>


        (e) A  Participant's  vested  interest in the portion of his/her Company
     Stock Subaccount and Other Assets Subaccount,  which is attributable to the
     minimum  contribution and allocation described in Paragraphs (a) and (b) of
     Section 4.02, may not be forfeited  under Section  411(a)(3)(B) of the Code
     relating  to  suspension  of  benefits  upon  reemployment  of a retiree or
     Section  411(a)(3)(D)  of the Code  relating  to  withdrawal  of  mandatory
     Employee contributions.

     Sec. 4.05  Determination of Top-Heavy Status.  This Plan shall be deemed to
be a Top-Heavy Plan as to any Plan Year if, as of the Determination Date, any of
the following conditions are met:

        (a)  This  Plan  is  not  part  of any  Required  Aggregation  Group  or
     Permissive  Aggregation  Group and the  Key-Employee  Ratio under this Plan
     exceeds sixty percent (60%);

        (b)  This  Plan is part of a  Required  Aggregation  Group,  there is no
     Permissive  Aggregation  Group  of  which  this  Plan  is a  part,  and the
     Key-Employee Ratio of the Required  Aggregation Group of which this Plan is
     a part exceeds sixty percent (60%); or

        (c) This  Plan is part of a  Required  Aggregation  Group  and part of a
     Permissive  Aggregation Group and the Key-Employee Ratio for the Permissive
     Aggregation Group exceeds sixty percent (60%).

     Sec. 4.06 Definitions.  With respect to any Plan Year in which this Plan is
a Top-Heavy Plan, the following additional definitions shall apply:

        (a)  "Aggregation  Group"  shall  mean a Required  Aggregation  Group or
     Permissive Aggregation Group. "Required Aggregation Group" shall consist of
     each qualified retirement plan of the Employer in which a Key Employee is a
     Participant and each other qualified  retirement plan of the Employer which
     enables  any  plan  in  which  a Key  Employee  participates  to  meet  the
     requirements  of Sections  401(a)(4) or 410 of the Code whether or not this
     Plan  is  terminated  (including  plans  for  self-employed   individuals).
     "Permissive  Aggregation  Group" shall consist of the Required  Aggregation
     Group plus one or more additional  qualified  retirement plans sponsored by
     the Employer and which the  Employer  elects to include in the  Aggregation
     Group if such total group of plans  considered  together  continues to meet
     the requirements of Sections 401(a)(4) and 410 of the Code.

        (b)  "Determination  Date" shall mean the last day of the preceding Plan
     Year or in the case of this  Plan's  first Plan Year,  the last day of such
     Plan Year.

        (c) "Employer"  shall include all  Affiliated  Companies for purposes of
     this article.

<PAGE>


        (d) "Key Employee"  shall mean an Employee or former Employee who during
     the Plan Year or any of the four (4)  preceding  Plan  Years was any of the
     following:

               (1) An officer of the  Employer.  The term  officer  means a duly
          elected or appointed  administrative  executive  rendering regular and
          continuous  service  to an  Employer  whose  annual  compensation  (as
          determined  under  Section  6.04)  exceeds  fifty percent (50%) of the
          amount  in  effect  under  Section  415(b)(1)(A)  of the  Code for the
          calendar year in which such Plan Year ends.

               (2) One (1) of the ten (10) Employees of the Employer  owning (or
          considered as owning within the meaning of Section 318 of the Code, as
          modified by Section  416(i) of the Code) the largest  interests in the
          Employer or any Affiliated  Company;  except that an Employee who owns
          not more than a 1/2 percent interest in the Employer or any Affiliated
          Company,  or whose  annual  compensation  does not exceed the  maximum
          dollar limitation under Section  415(c)(1)(A) of the Code as in effect
          for the calendar year in which the Determination  Date falls shall not
          be included as a Key Employee.

               (3) An Employee who is a Five-Percent Owner of the Employer.

               (4) An Employee whose annual  compensation  (as determined  under
          Section 6.04) from the Employer and all Affiliated  Companies  exceeds
          $150,000 and who would be described in Subparagraph  (3) above if "one
          percent (1%)" were  substituted  for "five percent (5%)" each place it
          appears in the definition of "Five-Percent Owner."

     The  Beneficiary  of any deceased  Employee shall be considered as either a
     Key  Employee  or not a key  employee  for the  same  period  the  deceased
     Employee would have been so considered.

        (e) "Key  Employee  Ratio" shall mean the ratio for any Plan Year, as of
     the  Determination  Date with  respect  to such Plan  Year,  determined  by
     comparing the amount  described in Subparagraph  (1) of this Paragraph with
     the amount  described in Subparagraph (2) of this Paragraph after deducting
     from both such amounts the amount described in Subparagraph (3).

               (1) The amount  described in this  Subparagraph is the sum of (i)
          the  aggregate  of the present  values of all accrued  benefits of Key
          Employees  under all qualified  defined  benefit plans included in the
          Aggregation  Group,  (ii) the  aggregate of the balances in all of the
          accounts  standing to the credit of Key Employees  under all qualified
          defined  contribution  plans included in the  Aggregation  Group,  and
          (iii) the aggregate amount distributed from all plans in

<PAGE>


          such Aggregation  Group to or on behalf of any Key Employee during the
          period of five (5) Plan Years ending on the Determination Date.

               (2) The amount  described in this  Subparagraph is the sum of (i)
          the  aggregate  of the present  values of all accrued  benefits of all
          Participants under all qualified defined benefit plans included in the
          Aggregation  Group,  (ii) the  aggregate of the balances in all of the
          accounts  standing  to  the  credit  of  all  Participants  under  all
          qualified  defined  contribution  plans  included  in the  Aggregation
          Group,  and (iii) the aggregate  amount  distributed from all plans in
          such Aggregation  Group to or on behalf of any Participant  during the
          period of five (5) Plan Years ending on the Determination Date.

               (3) The amount  described in this  Subparagraph is the sum of (i)
          all  rollover  contributions  (or  similar  transfers)  to  this  Plan
          initiated  by an  Employee  and (ii) any amount  that is  included  in
          Subparagraph  (2)  hereof  for,  on behalf  of, or on  account  of, an
          individual  who is not a Key Employee as to the Plan Year of reference
          but who was a Key  Employee as to any earlier  Plan Year and (iii) any
          amount that is included in Subparagraph  (2) hereof for, on behalf of,
          or on account of an individual  who has not performed any services for
          the Employer at any time during the five (5) year period ending on the
          Determination Date.

     For  purposes of  computing  the present  value of accrued  benefits in any
defined benefit plan, the valuation date shall be the most recent valuation date
specified in such plan which falls within the twelve (12) month period ending on
the  Determination  Date. The actuarial  assumptions that shall be used for such
purposes shall be the assumptions used for determining  actuarial equivalence of
optional  benefits  under the  plan(s).  If plans are  aggregated,  the value of
account  balances and accrued benefits shall be calculated with reference to the
Determination Dates that fall within the same calendar year.

        (f)  "Super  Top-Heavy  Plan"  shall mean this Plan for any Plan Year in
     which this Plan would be deemed  "top-heavy"  pursuant  to Section  4.05 if
     "ninety (90%) percent" were  substituted  for "sixty (60%) percent" at each
     place where "sixty (60%) percent" appears in such Section.

        (g)  "Top-Heavy  Plan"  shall  mean this Plan for any Plan Year in which
     this Plan is determined  to be  "top-heavy"  pursuant to the  provisions of
     Section 4.05 hereof.

        (h) "Top-Heavy Plan Year" shall mean a Plan Year in which this Plan is a
     Top-Heavy Plan.

<PAGE>



                                   ARTICLE V

                            PARTICIPANT CONTRIBUTIONS
                            -------------------------

     Sec. 5.01 Participant Contributions.  No contributions shall be required of
[, nor, except as otherwise provided in this Article, shall any contributions be
accepted from,] any Participant.

     Sec. 5.02 Restoration Contributions.
               ----------- -------------

        (a) Deemed Restoration Contributions. Any former Participant who:
            ------ ----------- --------------
               (1) experienced a Termination of Employment;

               (2) is deemed to have  received a  "zero-dollar  cash-out"  under
          this Plan; and

               (3)  returns  to  employment   covered  by  this  Plan  prior  to
          experiencing  five consecutive  one-year Breaks in Service  commencing
          after his/her Termination of Employment,

     will  be  deemed  to  have  made  a  restoration  contribution  of  his/her
     "zero-dollar  cash-out"  on the  date  on  which  he/she  again  becomes  a
     Participant.  Upon such deemed  restoration  contribution,  his/her Company
     Stock  Subaccount  shall be restored to the value that was  standing to the
     Participant's  credit  therein  as of the date of  his/her  Termination  of
     Employment  (or, if such amount is not  determinable as of that date, as of
     the date on which his/her Company Stock Subaccount was forfeited under this
     Plan),  without any adjustment for investment  experience or administrative
     costs  from  the  date  of  such  forfeiture  to the  date  of  the  deemed
     restoration contribution.

     (b)  Actual Restoration Contributions.
          -----  ----------- -------------

               (1) Repayment of Prior Distribution.  If a Participant receives a
          distribution of his/her entire nonforfeitable interest under this Plan
          on account of  Termination of  Employment,  where such  nonforfeitable
          interest was less than the  Participant's  entire Account  balance but
          was not a "zero-dollar cash-out," the Participant shall have the right
          to  repay  to this  Plan  the  amount  received  in such  distribution
          (without  interest),  and by so doing to cause his/her Account balance
          to be restored to the amounts  credited  thereto as of the date of the
          earlier distribution. Any such restoration contribution must be made:

                    (i) after the Participant's  return to employment covered by
               this Plan;

<PAGE>


                    (ii) prior to the date on which the Participant  experiences
               five consecutive  one-year Breaks in Service commencing after the
               distribution referred to in the first sentence of this Paragraph;
               and

                    (iii) prior to the date that is the fifth (5th)  anniversary
               of the date on which the  Participant  was first  employed by the
               Employer  or  an   Affiliated   Company  after   receiving   such
               distribution.

          Any  Participant who fails to make a restoration  contribution  within
          the time limitations  herein established shall have irrevocably waived
          the privilege of making such contribution.

               (2)  Where  Disability  Separation  has been  Determined  to have
          Occurred.  Where a  Participant's  Account  has been  diminished  by a
          forfeiture  subsequent  to  a  Termination  of  Employment,  and  that
          Termination  of Employment is later  determined to have been by reason
          of Total  Disability,  the Employer  shall  contribute a dollar amount
          equal to the value of the previous forfeiture  (determined at the time
          of that  forfeiture),  without  adjustment for any investment gains or
          losses or for  expenses  that would have been  credited to or borne by
          the Account had such forfeiture not occurred.

<PAGE>


                                   ARTICLE VI

                           ALLOCATION OF CONTRIBUTIONS
                           ---------------------------


     Sec. 6.01 Regular Employer Contributions:  Allocation Mechanism. As of each
Anniversary  Date,  there shall be allocated to the Company Stock  Subaccount of
each Currently  Benefiting  Participant an amount  determined by multiplying the
number of shares of Company Stock  included in the Employer's  contribution  for
the  Accrual  Computation  Period  ending  with  or  immediately  prior  to such
Anniversary  Date by a fraction,  the  numerator  of which is the  Participant's
Compensation for such Accrual Computation Period and the denominator of which is
the aggregate  Compensation of all Currently  Benefiting  Participants  for such
Accrual  Computation  Period.  Similarly,  there shall be allocated to the Other
Assets Subaccount of each Currently Benefiting  Participant an amount determined
by  multiplying  the  amount  of the  Employer's  contribution  for the  Accrual
Computation Period, exclusive of shares of Company Stock so contributed,  ending
with or immediately prior to such Anniversary Date by the same fraction utilized
in the preceding  sentence with respect to the allocation of contributed  shares
of Company Stock.

     If Employer consists of more than one entity, the contribution made by each
such entity shall be allocated  among the Accounts of the  Currently  Benefiting
Participants employed by the contributing Employer. If a Participant is employed
by more than one  Employer  during an Accrual  Computation  Period,  each entity
constituting  Employer shall contribute with respect to the Compensation  earned
by the Participant from that entity.

     Sec.  6.02  Reinstatement  and  Military  Service  Make-Up   Contributions.
Reinstatement  contributions  made  with  respect  to any  Participant  shall be
allocated  only to the  Account of such  Participant,  and shall be  apportioned
among the  components of the Account of such  Participant  in the same manner as
(a) in the case of reinstatement  contributions,  the forfeitures occurred,  and
(b) in the case of military service make-up  contributions,  such  contributions
would  have been  allocated  had the  Participant  not been  absent  to  perform
military  service;  except that,  to the extent that an  insufficient  number of
shares of Company  Stock may be  available to fulfill the  requirements  of this
sentence, cash in lieu of such shares shall be allocated.

     Sec. 6.03  Adjustments  to  "Compensation"  for Allocation  Purposes.  With
respect  to any Plan  Year in which the  aggregate  Compensation  of all  Highly
Compensated  Employees who are Currently Benefiting  Participants (or, in a Plan
Year in which this Plan is Top-Heavy,  who are Participants),  including,  as to
any Plan Year beginning prior to January 1, 1997, any Family Members who must be
aggregated with those Highly Compensated Employees pursuant to section 414(q)(6)
of the Code as it then applied,  exceeds  one-third (1/3) of the Compensation of
all Participants  entitled to share in the allocations  pursuant to Section 6.01
(or who  would  be  entitled  to  share  in  those  allocations  if  appropriate
underlying  contributions were made), the Plan Administrator may direct that the
Compensation of those

<PAGE>


Highly Compensated Employees be reduced for the purposes of this Article so that
not more than  one-third  (1/3) of the  contributions  used for  repayment  of a
Securities  Acquisition Loan are allocable to the Accounts of Highly Compensated
Employees.  If such  reduction  is  imposed,  it shall be imposed  pro rata as a
common percentage of the Compensation of all such Highly Compensated  Employees.
In computing the aggregate Compensation of all Currently Benefiting Participants
(or, in the case of a Top-Heavy  Plan,  all  Participants),  and in  determining
whether the Compensation of the Highly  Compensated  Employees who are Currently
Benefiting  Participants  (or  Participants,  in the case of a  Top-Heavy  Plan)
exceeds  one-third  (1/3) of the  Compensation of all  Participants  entitled to
share in the  allocations  pursuant to this Article,  only the reduced amount of
the Compensation of the Highly Compensated Employees shall be taken into account
in making the allocations described in this Article for the Plan Year.

     Sec. 6.04 Company Stock  Acquired in Certain  Nonrecognition  Transactions.
Notwithstanding  any  other  provision  of this  Plan,  no  assets  of this Plan
attributable to (or allocable in lieu of) Company Stock acquired by this Plan in
a sale to which  Section 1042 of the Code  applies may be allocated  directly or
indirectly  under this Plan or any other  tax-qualified  plan  sponsored  by the
Employer or by any Affiliated Company:

        (a) during the period  beginning on the date of the sale of such Company
     Stock and ending on the later of (1) the tenth  anniversary  of the date of
     the  sale,  or (2)  the  date of the  allocation  attributable  release  of
     security  associated  with the final payment of any Securities  Acquisition
     Loan incurred in connection  with the sale, for the benefit of any taxpayer
     (or  relative  of a taxpayer  within the  meaning of Section  267(b) of the
     Code) who makes an election under Section  1042(a) of the Code with respect
     to Company Stock, or

        (b) for the benefit of any other person who owns (after  application  of
     Section 318(a) of the Code without  regard to the employee trust  exception
     in Section  318(a)(2)(B)(i))  more than  twenty-five  percent  (25%) of any
     class  (or the  total  value  of any  class)  of  outstanding  stock of the
     Employer or any Affiliated Company which is a member of the same controlled
     group as the Employer within the meaning of Section 409(l)(4) of the Code.

     For the purposes of Paragraph (a) of this Section,  a person shall not be a
     relative  of a  taxpayer  if  (i)  such  person  is the  taxpayer's  lineal
     descendant  and (ii) the  aggregate  amount  allocated  to all such  lineal
     descendants  during the applicable period does not exceed five percent (5%)
     of the  Company  Stock  attributable  to a sale to this Plan by any  person
     related to such descendants (within the meaning of Section 267(c)(4) of the
     Code) in a transaction  to which Section 1042 of the Code applied.  For the
     purposes of Paragraph (b) of this Section,  a person shall fail to meet the
     twenty-five  percent (25%) stock ownership  limitation if such person fails
     to meet such  limitation (A) at any time during the one-year  period ending
     on the date of the sale of the Company Stock to this

<PAGE>


     Plan,  or (B) on the date as of which such  Company  Stock is  allocated to
     Participants under this Article.

     Sec. 6.05  Forfeitures.  Forfeitures from Breaks in Service  experienced by
Participants with less than fully vested interests in this Plan shall be applied
as promptly as practicable to defray reasonable administrative expenses borne by
the Plan  and/or to reduce  Employer  contributions  pursuant  to Section  3.01.
Except  in the  case of a vested  Participant  who is not in the  employ  of the
Employer  at the time of  his/her  death,  and with  respect  to whom the  death
benefit is less than 100% of the balance  standing to his/her  credit in his/her
Account,  no portion of a Participant's  Account shall be deemed forfeited until
such time as that  Participant  has experienced  five (5)  consecutive  one-year
Breaks in  Service.  Notwithstanding  the  above,  the  non-vested  portion of a
Participant's  Account shall be immediately  forfeited,  and applied as provided
above,  upon  distribution  to the  Participant of the entire vested interest in
his/her  Account  as  described  in  Treas.  Reg.  Sec.   1.411(a)-(7)(d)  or  a
"zero-dollar cash-out";  subject, however, to restoration as provided in Article
V. In addition, if a Participant has no vested interest in his/her Account as of
the date he/she separates from service with the Employer, such Participant shall
be deemed to have: (i) received a complete  distribution  of his/her  Account in
the amount of zero dollars ($0.00); and (ii) forfeited the non-vested portion of
his/her Account.

     Sec. 6.06  Annual Additions Limitations.
                ------ --------- -----------

        (a) General  Limitation.  Notwithstanding  any other  provision  of this
     Article  VI,  in no event  shall the  Annual  Addition  to a  Participant's
     Account for any  Limitation  Year exceed the lesser of (1) $30,000 (or such
     amount as is the then-applicable  limitation under Section  415(c)(1)(A) or
     (2) twenty-five  percent (25%) of such  Participant's  compensation for the
     Limitation Year. Reinstatement  contributions allocated pursuant to Section
     6.02 shall not be taken into account when computing the  limitations  under
     this Section.  Military service make-up  contributions,  for the purpose of
     this  Section,  shall be  treated  as if made in the  Accrual  Contribution
     Period to which applicable,  and not in the Accrual  Computation  Period in
     which  actually  made (unless the two Accrual  Computation  Periods are the
     same).

        (b) Combination and Aggregation of Plans.  For purposes of this Section,
     and subject to such exclusions,  if any,  permissible  under Section 415 of
     the  Code,  the  amounts  contributed  to  any  defined  contribution  plan
     maintained by the Employer (or any Affiliated  Company) shall be aggregated
     with contributions made by the Employer under this Plan for any Employee in
     computing his/her Annual Addition Limitations.  To the extent required, all
     plans, whether or not terminated,  of the Employer and Affiliated Companies
     shall be taken into account for purposes of these limitations.

        (c) Disposition of Excess Annual  Additions.  To the extent permitted by
     Section 415 of the Code and regulations thereunder, excess Annual Additions
     shall be

<PAGE>


     corrected in accordance with the provisions of this Paragraph. In the event
     that the amount tentatively  available for allocation to the Account of any
     Participant  in  any  Limitation  Year  exceeds  the  maximum   permissible
     hereunder, there shall first be returned to the Participant such portion of
     the voluntary contributions he/she made during such Limitation Year (if any
     such  voluntary  contributions  were  made) as is  necessary  to reduce the
     Annual Addition to his/her Account to the maximum allowable  hereunder.  If
     further reduction in the amount allocable to the  Participant's  Account is
     required,  the  Participant's  share  of  Employer  contributions  shall be
     reduced to the extent  necessary to result in conformity to the limitations
     expressed  herein.  Such  amounts  determined  pursuant  to  the  preceding
     sentence shall then be placed in a suspense account, to be held and applied
     as Employer contribution,  for the benefit of all the Participants,  in the
     next succeeding  Limitation Year(s) until exhausted.  The excess amounts in
     the suspense account shall be applied to reduce Employer  contributions for
     the next  Limitation  Year and succeeding  Limitation  Years, as necessary.
     Such a suspense  account  shall not  participate  in the  allocation of the
     Trust Fund's  investment  earnings and losses.  All amounts in the suspense
     account  shall  be  allocated  to  Participants'   Accounts  prior  to  the
     allocation of any Employer or Employee  contributions  for that  Limitation
     Year.

        (d) Overall Limitation on Contributions and Benefits. This Paragraph (d)
     shall  not  apply  to  Plan  Years  commencing  after  December  31,  1999.
     Notwithstanding  any other provision in this article, in no event shall the
     amount  allocated  to the Account of any  Participant  cause the sum of the
     Defined  Contribution  Fraction and the Defined Benefit  Fraction to exceed
     1.00, or such other  limitation  as may be applicable  under Section 415 of
     the Code  with  respect  to any  combination  of  qualified  plans  without
     disqualification of any such plan.

               (1) The term Defined Benefit Fraction shall mean a fraction,

                    (i) the  numerator  of  which  is the  sum of the  projected
               annual benefit of the Participant under all Defined Benefit Plans
               (whether or not terminated) maintained by the Employer (as of the
               close of the Limitation Year of reference), and

                    (ii) the  denominator  of which  is the  lesser  of (A) 1.25
               multiplied  by the  dollar  limitation  in effect  under  Section
               415(b) and 415(d) of the Code as to such Limitation  Year, or (B)
               the product of (I) 1.4,  multiplied  by (II) the amount which may
               be taken into account under Section 415(b)(1)(B) of the Code with
               respect to such individual for such Limitation Year.

                    (iii)  Notwithstanding  the above,  if the Participant was a
               Participant,  as of the first day of the  first  Limitation  Year
               beginning after December 31, 1986, in one or more Defined Benefit
               Plans

<PAGE>


               maintained  by the  Employer  which were in  existence  on May 6,
               1986, the  denominator of this fraction will not be less than 125
               percent of the sum of the annual  benefits under such plans which
               the  Participant  had  accrued  as  of  the  close  of  the  last
               Limitation  Year beginning  before January 1, 1987,  disregarding
               any changes in the terms and  conditions of the plan(s) after May
               5, 1986.  The  preceding  sentence  applies  only if the  Defined
               Benefit Plans  individually  and in the  aggregate  satisfied the
               requirements of Section 415 of the Code for all Limitation  Years
               beginning before January 1, 1987.

               (2) The term Defined Contribution Fraction shall mean a fraction,

                    (i)  the  numerator  of  which  is the  sum  of  the  Annual
               Additions to the  Participant's  Account under this and all other
               Defined Contribution Plans (whether or not terminated) maintained
               by the Employer for the current and all prior  Limitation  Years,
               as of the close of the Limitation Year of reference, and

                    (ii) the  denominator  of which is the sum of the  lesser of
               the following  amounts  determined for such  Limitation  Year and
               each prior year: (A) the product of 1.25 multiplied by the dollar
               limitation in effect under Section  415(c) and 415(d) of the Code
               for such  Limitation Year  (determined  without regard to Section
               415(c)(6)  of the Code or (B) the product of .35,  multiplied  by
               the  Participant's  Section 415 Compensation with respect to such
               individual for such Limitation Year.

                    (iii) If the Employee was a Participant as of the end of the
               first day of the first  Limitation  Year beginning after December
               31, 1986 in one or more Defined  Contribution Plans maintained by
               the  Employer  which  were  in  existence  on  May 6,  1986,  the
               numerator  of this  fraction  will be adjusted if the sum of this
               fraction and the Defined Benefit  Fraction would otherwise exceed
               1.0 under the terms of this Plan. Under the adjustment, an amount
               equal  to  the  product  of (A)  the  excess  of  the  sum of the
               fractions  over 1.0,  multiplied by (B) the  denominator  of this
               fraction,  will be permanently  subtracted  from the numerator of
               this fraction.  The adjustment is calculated  using the fractions
               as they would be  computed  as of the end of the last  Limitation
               Year  beginning  before  January 1, 1987,  and  disregarding  any
               changes in the terms and conditions of the Plan made after May 5,
               1986,  but using the Section  415  limitation  applicable  to the
               first Limitation Year beginning on or after January 1, 1987.

<PAGE>


        (e) Annual  Addition.  The term  Annual  Addition,  as it applies to the
     Account of any Participant, shall mean, for any Limitation Year (as defined
     below), the sum of:

               (1) Employer contributions allocated to his/her Account, however,
          the portion of the  Employer  contribution  used to pay any  currently
          maturing  obligations  under a  Securities  Acquisition  Loan  will be
          counted  as an  Annual  Addition  equal to the  lesser of (i) the fair
          market  value of the Company  Stock  released  from the Loan  Suspense
          Account less the fair market value of the Company  Stock  allocated to
          Participants' Accounts under Section 7.08 (c)(3) or (ii) the amount of
          the Employer  contribution made in cash to pay any currently  maturing
          obligations under a Securities Acquisition Loan;

               (2)  The  amount  of  the   Participant's   voluntary   after-tax
          contributions;

               (3) Forfeitures reallocable to the Participant's Account;

               (4) Amounts allocated with respect to a Participant,  after March
          31, 1984,  to an individual  medical  benefit  account,  as defined in
          Section  415(1)(2) of the Code,  which is part of a pension or annuity
          plan maintained by the Employer; and

               (5) Amounts  derived  from  contributions  paid or accrued  after
          December 31, 1985, in taxable years ending after such date,  which are
          attributable  to  post-retirement  medical  benefits  allocated to the
          separate account of a Participant who is a key employee, as defined in
          Section  419A(d)(3)  of the Code,  under a welfare  benefit  fund,  as
          defined in Section 419(e) of the Code, maintained by the Employer; and

               (6) Allocations under a simplified employee pension plan.

     The  limitation in Paragraph  (a)(2) of this Section shall not apply to any
amount  treated  as an  Annual  Addition  under  the two  immediately  preceding
Subparagraphs.

     For this  purpose,  any excess amount  applied  under  Paragraph (c) in the
Limitation  Year to reduce  Employer  contributions  will be  considered  Annual
Additions for such Limitation Year.

     Unless otherwise  defined by resolution of the Board, the "Limitation Year"
shall correspond to the Accrual Computation Period.

     Notwithstanding  the  foregoing,  if no more  than  one-third  (1/3) of the
Employer  contributions  to this Plan for the year  which are  deductible  under
Section  404(a)(9)  of  the  Code  are  allocated  to  the  Accounts  of  Highly
Compensated Employees,  the following shall not be included in Annual Additions:
(i) forfeitures of shares of Company Stock that were

<PAGE>


acquired with a Securities  Acquisition Loan, and (ii) Employer contributions to
this Plan  which  are  deductible  under  Section  404(a)(9)(B)  of the Code and
charged  against the  Participant's  Account.  The amount of any  Company  Stock
allocated  to a  Participant  for any  Limitation  Year  shall  not  exceed  the
limitations  imposed by Section 415 of the Code,  but such  amount  shall not be
taken  into  account  in  determining  whether  any  other  amount  exceeds  the
limitations imposed by Section 415 of the Code.

        (f) Compensation.  The term "compensation" as used in this Section means
     wages, salaries, and fees for professional services, and other amounts paid
     or made  available  (without  regard to whether or not an amount is paid in
     cash)  during the  Limitation  Year for personal  services  rendered in the
     course of  employment  with the Employer to the extent that the amounts are
     includable in gross income (including, but not limited to, commissions paid
     salesmen,  compensation  for  services  on the  basis  of a  percentage  of
     profits, commissions on insurance premiums, tips, bonuses, fringe benefits,
     reimbursements and other expense allowances under a non-accountable plan as
     described in Section 1.62.2(c) of the Income Tax Regulations.  In addition,
     Compensation  shall include:  (1) amounts described in Sections  104(a)(3),
     105(a),  and 105(h) of the Code,  but only to the extent that these amounts
     are  includible  in the gross income of the  Employee;  (2) amounts paid or
     reimbursed by the Employer for moving expenses incurred by an Employee, but
     only to the extent  that at the time of the  payments it is  reasonable  to
     believe that these amounts are not deductible by the Employee under Section
     217 of the Code; (3) the value of a  non-qualified  stock option granted to
     an Employee by the  Employer,  but only to the extent that the value of the
     option is  includible  in the gross  income of the Employee for the taxable
     year in which granted; and (4) the amount includible in the gross income of
     an Employee  upon making the  election  described  in Section  83(b) of the
     Code). However,  Compensation shall not include Employer contributions to a
     plan of deferred compensation which are not includable in the Participant's
     gross  income  for the  taxable  year in  which  contributed,  or  Employer
     contributions   under  a  simplified   employee   pension   plan,   or  any
     distributions from a plan of deferred  compensation;  amounts realized from
     the exercise of a nonqualified  stock option or when  restricted  stock (or
     property) held by the Participant either becomes freely  transferable or is
     no longer  subject to a substantial  risk of forfeiture;  amounts  realized
     from the sale,  exchange or other  disposition  of stock  acquired  under a
     qualified  stock  option;  and other  amounts  which  received  special tax
     benefits,  or  contributions  made by the Employer  (whether or not under a
     salary reduction agreement) towards the purchase of an annuity described in
     Section 403(b) of the Code (whether or not the amounts are excludable  from
     the gross income of the Participant).  Compensation  shall also include any
     elective  amounts  that  are not  includible  in the  gross  income  of the
     Employee by reason of Section 132(f)(4) of the Code.

<PAGE>


     If an Employer is a sole  proprietorship or partnership,  compensation with
respect to a Self-Employed  Individual  shall mean his/her Earned Income for the
Limitation Year.

     Sec.  6.07  Inter-Plan  Transfers  and Rollover  Contributions.  All direct
inter-plan transfers and rollover  contributions provided for in Article V shall
be allocated  directly to the Accounts of the respective  Participants  on whose
behalf received.

     Sec. 6.08 Restoration Contributions.  All restoration contributions made by
Participants pursuant to the provisions of Article V shall be allocated directly
to their respective Restoration Contribution Subaccounts.

<PAGE>


                                  ARTICLE VII

                            ADMINISTRATIVE PROVISIONS
                            -------------------------


     Sec. 7.01 Investment of Assets. All contributions shall be paid over to the
Trustee and shall be invested  by the Trustee in  accordance  with this Plan and
its corresponding Trust Agreement.

     Sec. 7.02. Valuations. The Fund (and, if applicable, each of its sub-funds)
shall be valued by the Trustee at fair market value  annually as of the close of
business  on the Annual  Valuation  Date.  A similar  valuation  (or the partial
valuation of one or more sub-funds,  if  appropriate)  may occur as of any other
interim date during a Plan Year upon the  direction  of the Plan  Administrator.
Company Stock shall be valued as follows:

        (a) Readily  Tradable Stock.  If Company Stock is readily  tradable on a
     national securities  exchange,  each share of Company Stock shall be deemed
     to be worth as of a given date an amount equal to the arithmetic average of
     the high and low  price  for that  date,  as  reported  in the Wall  Street
     Journal, as long as (1) the stock was traded on that date, (2) there was no
     development  subsequent  to the close of trading  on that date which  would
     materially  affect the value of the stock,  and (3)  trading in the Company
     Stock was not suspended  subsequent to the last reported sale on that date.
     If fewer than all of the preceding conditions prevail, then

                    (i) each share of Company  Stock shall be deemed to be worth
               an amount equal to the arithmetic  average of the highest bid and
               lowest asked price reported for the date, as long as there was no
               development  described  in (2) above  and  there  was no  trading
               suspension as described in (3) above;

                    (ii) if the reason that there is no high and low transaction
               price or bid and asked  price as of a given date is  because  the
               market on which the Company  Stock is normally  traded was closed
               due to scheduled  holiday or  non-business  day, the value of the
               Company Stock shall be for that date shall be:

                         (A) the  closing  price  reported  in the  Wall  Street
                    Journal  for the last  business  day  preceding  the date of
                    reference, if the Company Stock was traded on that date, or

                         (B) if the Company  Stock was not traded (other than by
                    reason of  suspension  of trading) on the  business day most
                    proximately preceding the date of reference,  the arithmetic
                    average of the high and low transaction price or the highest
                    bid and lowest  asked price  reported  for the  business day
                    most

<PAGE>


                    proximately preceding the date of reference.

                    (iii) If either the condition  described in (2) above or the
               condition described in (3) above exists, the value of the Company
               Stock shall be the value per share  determined in the first trade
               reported on the national securities exchange on which the Company
               Stock is traded occurring after the date of reference.

        (b) Securities Not Readily Traded.  The value of the Company Stock shall
     be determined as of each Valuation Date by the Appraiser.  That value shall
     pertain for all  transactions  occurring as of the Valuation  Date, and for
     all transactions thereafter occurring until the earlier to occur of (1) the
     next following  Valuation Date, or (2) the date (if any) on which Paragraph
     (a) hereof becomes applicable to the Company Stock.

     Sec. 7.03 Crediting of Contributions.
               --------- -- -------------

        (a) Employer Contributions. Any contribution made in respect of any Plan
     Year (or fiscal year ending  during a Plan Year) by the  Employer  shall be
     deemed to have been made when  delivered  to the  Trustee;  except that for
     federal income tax purposes, such contribution shall be deemed to have been
     made at the earlier of (1) the date on which  delivered to the Trustee,  or
     (2) the last day of the fiscal year on which it can be properly  claimed by
     the Employer as a deductible  amount for federal  income tax purposes.  Any
     Employer  contribution  made  to a  Participant's  Account  solely  for the
     purpose of reinstating  the balance of that account to the balance  thereof
     as of the date of a prior  cash-out of benefits,  and any military  service
     make-up contribution made by the Employer shall be deemed to have been made
     on the date on which  such  amount  is  received  by the  Trustee  from the
     Employer.

        (b)  Restoration  and  Rollover  Contributions;   Inter-Plan  Transfers.
     Restoration and rollover  contributions  and inter-plan  transfers of funds
     shall be  credited  to the  Account  of the  Participant  on  whose  behalf
     contributed as promptly as  practicable  following  receipt  thereof by the
     Trustee.  Restoration  contributions  shall be credited to the  Subaccounts
     from which the amount  being  restored  was  originally  distributed.  If a
     Participant  becomes  entitled to receive the entire vested amount standing
     to his/her  credit during any Plan Year and such amount is  distributed  to
     him/her  (or  his/her  Beneficiary),  the  distribution  shall  include all
     amounts contributed as restoration or rollover contributions or received as
     inter-plan  transfers on the  Participant's  behalf during the Plan Year of
     the distribution,  whether or not such amount had been formally credited to
     his/her Account prior to the date of distribution.

<PAGE>



     Sec. 7.04   Establishment of Segregated Investment Accounts.
                 ------------- -- ---------- ---------- ---------

        (a) In General. The Plan Administrator is authorized,  but not required,
     to direct the  sequestration of Plan assets  attributable to the Account of
     any Participant  from the remainder of the Fund, and for the maintenance of
     those assets as a segregated  investment  account.  Any such  sequestration
     shall be temporary in nature and intended to facilitate the  administration
     of this Plan in connection  with funds received prior to the Valuation Date
     on which  such funds will be  commingled  with the  balance of the Fund for
     investment purposes,  to preserve values, to facilitate an imminent benefit
     payout, or to assure availability of resources to fund a specific stream of
     payments.  No  interest  shall  be  credited  in  connection  with  such  a
     sequestered account.

        (b)  Participant  Loans.  If this Plan permits  Participant  loans and a
     Participant  or other person  having an interest in this Plan borrows funds
     from this  Plan,  such  loan must be  treated  as a  segregated  investment
     account established for the benefit of, and at the risk of, the borrower.

     Sec.  7.05  Crediting of Investment Results.
                 --------- -- ---------- --------

        (a) General.  As of any Valuation  Date,  the earnings and accretions of
     the Fund  attributable to investment of Fund assets (other than Fund assets
     held in  segregated  investment  accounts),  reduced by losses  experienced
     (whether  or not  realized)  and  expenses  incurred  since  the  preceding
     Valuation  Date shall be allocated  among the Accounts of the  Participants
     and  Beneficiaries in proportion to the balances in such Accounts as of the
     prior Valuation  Date,  after reducing such prior Valuation Date balance by
     any amounts  withdrawn by or distributed from that Account since such prior
     Valuation  Date.  For the  purposes of this  Paragraph,  the balance in any
     Participant's  Account shall not include values contained in any segregated
     investment  accounts.  If the Account of any  Participant,  Beneficiary  or
     Alternate Payee consists of more than one Subaccount,  each such Subaccount
     shall be  treated as a  separate  Account  for the  purposes  of  crediting
     investment gains and losses pursuant to this Section.

        (b)  Investment  Direction by  Participants.  If this Plan  provides for
     investment  direction by Participants,  each category of investment offered
     by any Trustee  shall be  considered  a separate  fund for the  purposes of
     computing  and  crediting  investment  results  and  expenses  specifically
     attributable to such investment category.

        (c)  Segregated  Investment  Accounts.  To the extent  that the  Trustee
     maintains a  segregated  investment  account on behalf of any  Participant,
     Beneficiary or Alternate Payee, other than a short-term  segregated account
     as  described  in  Section  7.04(a),  there  shall  be  allocated  to  such
     segregated investment  account  as of any

<PAGE>


     Valuation Date the earnings, accretions,  diminutions in value and expenses
     identifiable  to that segregated  investment  account since the immediately
     preceding Valuation Date. Any segregated  investment account established in
     connection  with a  Participant  loan shall  uniquely bear the risk of loss
     associated with such loan and shall uniquely  benefit from interest paid in
     connection with such loan.

        (d) Amounts to be  Distributed.  If a distribution is to be made as of a
     particular Valuation Date, there shall be no adjustment in the amount to be
     distributed  by reason of the passage of time or  investment  experience of
     the  Fund  between  the  Valuation  Date as of  which  the  amount  of such
     distribution   is  determined  and  the  Benefit   Commencement   Date.  In
     particular,  the  balance in the  Account of any  Participant  shall not be
     adjusted  to reflect  interest,  dividends,  investment  gains or losses or
     general  expenses of the Fund  relating to the period  prior to the Benefit
     Commencement Date and subsequent to the Valuation Date of reference.

     Sec. 7.06  Allocation and Charging of Plan Administrative Expenses.
                ---------  --- -------  -- ---- -------------- ---------

        (a) General Rule. To the extent that the administrative expenses of this
     Plan are borne by this Plan, they shall be allocated to and charged against
     the  Accounts  of the  Participants  in  any  consistently  applied  manner
     determined  by the Plan  Administrator,  having  absolute  discretion  with
     respect  to such  matters,  as  being  both  equitable  and  reasonable  in
     principle.

        (b) Default  Provision.  To the extent that the Plan  Administrator does
     not  determine  otherwise  pursuant  to the  plenary  authority  granted in
     Paragraph (a) hereof, the following guidelines shall apply:

               (1) Specific Expenses.  Expenses specifically identifiable to the
          Account of a Participant or to a group of such Accounts shall normally
          be charged  against that  Account or those  Accounts in such manner as
          the  Plan  Administrator,  in its  sole  discretion,  deems  fair  and
          equitable.  By way of  example,  and  not by way of  limitation,  such
          expenses would include  expenses  associated  with  transaction  costs
          associated with Participant-directed investments and expenses incurred
          for legal  services  with respect to a  governmental  attachment of an
          Account.  Certain routine  expenses,  such as (by way of example only,
          and  not  by  way  of  limitation)   per-check   charges  for  benefit
          disbursements,  normal course review of domestic relations orders, and
          the processing of claims for benefits or denied benefit appeals, while
          specific in  application  when incurred,  are so minimal,  so commonly
          incurred,  or so  inconvenient to isolate and identify that they shall
          be  general   expenses  of  this  Plan  and   allocated   pursuant  to
          Subparagraph (2) or (3) hereof.

               (2) Asset-based General and Specific Expenses. Vendor charges and
          other expenses incurred that are based on Plan assets generally, or on
          a  specific

<PAGE>


          investment of the Plan,  shall be charged  against the Accounts of the
          Participants  on the  basis  of the  relative  asset  values  of those
          Accounts with respect to which the vendor's  services were rendered or
          expenses incurred. The allocation of the charges shall be done in such
          manner as the Plan Administrator,  in its sole discretion,  deems both
          equitable  and  practicable.  By way  of  example,  and  not by way of
          limitation, such vendor charges and expenses would customarily include
          general fiduciary, custodial and asset management fees.

               (3) Per Capita General and Specific Expenses.  Vendor charges and
          other  expenses  incurred  that are based on a per capita  calculation
          shall be charged against the appropriate  Accounts of the Participants
          on a per capita basis.  The allocation of the charges shall be done in
          such manner as the Plan Administrator,  in its sole discretion,  deems
          both equitable and practicable.  By way of example,  and not by way of
          limitation, such vendor charges and expenses would customarily include
          recordkeeping fees.

     Sec. 7.07  Matters Relating to Company Stock.
                ------- -------- -- ------- -----

        (a) Application of Cash.

               (1) Payment of Certain Expenses. Employer contributions which are
          made in cash pursuant to Section 3.01 and cash,  including  dividends,
          received  by the  Fund  from  the  investment  of  assets  pledged  as
          collateral for any Securities Acquisition Loan, shall first be applied
          to pay current  obligations of the Fund with respect to the payment of
          principal and interest on any such  Securities  Acquisition  Loan. Any
          excess  cash  remaining   shall  be  used  as  directed  by  the  Plan
          Administrator  to pay any other  obligations  of the Fund  (including,
          without  limitation,  the cost of  registration of the Company Stock),
          except to the extent that the Employer, in its sole discretion, elects
          to discharge such other obligations. Immediately upon the reduction of
          a Securities  Acquisition  Loan as aforesaid,  there shall be released
          from  encumbrance as security for the repayment of such loan shares of
          Company  Stock  having a fair market  value equal to the amount of the
          Securities Acquisition Loan repayment, which shares shall be allocated
          as of the next  Valuation Date of this Plan following the repayment as
          an additional Employer contribution  following the procedure set forth
          in Section 6.01.

               (2)  Temporary  Investments.  Notwithstanding  any  provision  of
          Section  7.07(a)(1),  the Plan Administrator may direct the Trustee to
          invest assets of the Fund (other than Company  Stock)  temporarily  in
          savings  accounts,  certificates  of  deposit,  high-grade  short-term
          securities, Treasury Bills, or investments deemed by the Trustee to be
          desirable  for the  Fund,  or to hold  such  assets  in cash or  other
          securities readily convertible into cash.

<PAGE>


               (3) Pass Through of Cash Dividends. To the extent directed by the
          Plan  Administrator,  the Trustee shall  deliver to each  Participant,
          Beneficiary  and Alternate Payee within 90 days of the end of the Plan
          Year in which such cash  dividends  are received,  any cash  dividends
          paid  with  respect  to  Company  Stock  held  in  the  Company  Stock
          Subaccount of that Participant,  Beneficiary or Alternate Payee. Also,
          as and to the  extent  so  directed  by the  Plan  Administrator,  the
          Trustee shall deliver to each  Participant,  Beneficiary and Alternate
          Payee  or  shall  credit  to  the  Other  Assets  Subaccount  of  each
          Participant, Beneficiary and Alternate Payee, in either case within 90
          days of the end of the Plan  Year in which  such  cash  dividends  are
          received,  any cash  dividends  paid by the  Company  with  respect to
          Company Stock held in the Stock Suspense Account.

        (b) Conditions  Applying to the Purchase of Company  Stock.  The Trustee
     may  purchase  shares  of  Company  Stock  from  the  Company  or from  any
     shareholder.  In general,  shares of Company Stock may be purchased by this
     Plan from a person who is a  "disqualified  person"  within the  meaning of
     Section 4975(e)(2) of the Code or a "party-in-interest"  within the meaning
     of Section  3(14) of ERISA only if no commission is charged with respect to
     the  purchase  transaction.  However,  the  prohibition  set  forth  in the
     preceding  sentence shall not apply (1) to reasonable  commissions  paid in
     "blind"  purchases  by  this  Plan in  public  market  transactions  if the
     identity of the seller,  and therefore,  the  determination of the seller's
     status as either a disqualified  person or a  party-in-interest,  cannot be
     known  by  this  Plan  at the  time  of  the  transaction,  nor  (2) to any
     transaction  with respect to which  commissions  may be paid pursuant to an
     applicable  prohibited  transaction  exemption  issued by the Department of
     Labor.  The  consideration  paid by this Plan for shares of  Company  Stock
     shall not be in excess of "adequate  consideration,"  as defined at Section
     3(18) of ERISA.

        (c) Allocation of Company Stock Purchased by this Plan.

               (1)  Company   Stock   Purchased   with  Proceeds  of  Securities
          Acquisition  Loan  and  Subsequently  Released  from a Stock  Suspense
          Account.  Stock  released  from a  Stock  Suspense  Account  shall  be
          allocated among the Company Stock  Subaccounts of the  Participants at
          the time and in the manner set forth in Section 7.07(d)(7).

               (2)  Company  Stock   Purchased   with  Assets  in  Other  Assets
          Subaccounts.  If Company Stock becomes  available for purchase by this
          Plan,  the Trustee may purchase such Company Stock with assets held in
          the Other Assets  Subaccounts of the Participants.  Such Company Stock
          may be purchased on an open market, in a private  transaction with any
          party,  from the Company by which it was held as either treasury stock
          or previously  authorized but unissued  stock,  from current or former
          Participants, Beneficiaries or

<PAGE>


          Alternate  Payees  under  this  Plan (or  their  respective  direct or
          indirect transferees),  or by exercise of warrants,  rights or options
          held by this  Plan.  Company  Stock so  purchased  shall be  allocated
          directly to the Company  Stock  Subaccount of each  Participant  in an
          amount  having a fair market  value equal to the fair market  value of
          the assets of that  Participant's  Other Assets Subaccount  applied to
          the purchase.  In making such  purchases,  the Trustee  shall,  to the
          extent feasible,  apply the assets of the Other Assets  Subaccounts of
          the   Participants    proportionately,    omitting,    however,   from
          participation  in  such  purchase   transactions,   the  Other  Assets
          Subaccounts  of (i) any  Participant  who has elected to have  his/her
          Account  diversified  by  exercise  of the  diversification  privilege
          afforded in compliance with Section 401(a)(28) of the Code, (ii) Other
          Assets  Subaccounts  to the extent of the  interest  of any  Alternate
          Payee   therein,   and  (iii)  Other  Assets   Subaccounts   of  those
          Participants  who are no longer Employees and who have elected to have
          their  vested   interests  in  their   respective   Account   balances
          distributed  in a form  other  than as  Company  Stock,  to the extent
          feasible.

               (3)  Application  of Dividends Paid With Respect to Company Stock
          Held by this Plan.

                    (i)  Dividends  payable with respect to Company Stock in the
               form of Company  Stock shall be  allocated  as  investment  yield
               directly to the respective Company Stock Subaccounts  holding the
               shares   generating  such  dividends  in  accordance  with  those
               holdings  as of the  dividend  record  date,  except  that  stock
               dividends payable with respect to unallocated  shares held in the
               Stock  Suspense  Account shall be credited to the Stock  Suspense
               Account.

                    (ii) Cash and  stock  dividends  received  by this Plan with
               respect  to shares of Company  Stock  held in a suspense  account
               which is not a Stock Suspense  Account (such as forfeited  shares
               held pending  application  thereof  pursuant to the provisions of
               this Plan dealing with forfeitures  generally) shall be allocated
               among the Company Stock Subaccount or Other Assets Subaccount, as
               applicable,  of the  Participants  as though from a source  other
               than Company  Stock,  proportionately  to the total values of the
               respective  Participant  Accounts,   with  cash  dividends  being
               credited after allocation to the Other Assets  Subaccount of each
               Participant,  and with  stock  dividends  being  credited  to the
               Company Stock Subaccount of each Participant.

                    (iii) If  not used to pay  current  obligations  of the Fund
               pursuant to  Paragraph  (a)(1) of this  Section,  or  distributed
               pursuant to Paragraph (a)(3) of this Section,  dividends  payable
               with respect to Company  Stock in the form of cash or in the form
               of property other than Company Stock
<PAGE>


               shall be allocated as investment yield directly to the respective
               Other Assets  Subaccounts of the Participants,  Beneficiaries and
               Alternate Payees in proportion to respective  holdings of Company
               Stock of the Participants,  Beneficiaries and Alternate Payees in
               their Company Stock Subaccounts as of the dividend record date.

        (d) Securities  Acquisition Loans. The Trustee,  if so instructed by the
     Primary  Employer,  may borrow funds for the purpose of purchasing  Company
     Stock  from  any  party,  including  the  Employer,  or to  repay  a  prior
     Securities Acquisition Loan if the following requirements with respect to a
     Securities Acquisition Loan to the Fund are satisfied:

               (1) The loan must be at a reasonable  rate of  interest,  must be
          for a specific term, and must not be payable upon demand except in the
          event of a default;

               (2) Any collateral  pledged to the creditor by the Fund to secure
          the repayment of the Securities  Acquisition Loan shall be held in the
          Stock Suspense Account (i.e., unallocated as among the Accounts of the
          Participants),  and shall consist only of the Company Stock  purchased
          with the proceeds of the  Securities  Acquisition  Loan (and shares of
          Company Stock received in the form of stock  dividends with respect to
          shares  held in the  Stock  Suspense  Account  prior to  release  from
          encumbrance),  or purchased  with the  proceeds of a prior  Securities
          Acquisition Loan which is being refinanced;

               (3) The creditor  shall have no recourse  against the Fund in the
          event of default under the Securities  Acquisition  Loan,  except with
          respect to the collateral remaining subject to the pledge securing the
          Securities  Acquisition Loan, nor shall the creditor have any recourse
          against the Trustee;

               (4) The loan shall be repaid in a manner  consistent with Section
          7.07(a)(1);

               (5) The  borrowing  shall be  primarily  for the  benefit  of the
          Participants and their respective Prospective Beneficiaries;

               (6) In the event of a default  under the  Securities  Acquisition
          Loan,  the value of Plan assets  transferred  in  satisfaction  of the
          Securities  Acquisition  Loan  shall  not  exceed  the  amount  of the
          default, and, if the lender is a disqualified person, the terms of the
          loan shall  provide that a transfer of Plan assets upon default  shall
          occur only upon and to the extent of this  Plan's  failure to meet the
          repayment schedule of the Securities Acquisition Loan;

               (7) For each Plan Year while the Securities  Acquisition  Loan is
          outstanding, the number of shares of Company Stock to be released from

<PAGE>


          encumbrance  and  allocated  from the Stock  Suspense  Account  to the
          Company  Stock  Subaccounts  of the  Participants  shall be determined
          pursuant to either (i) the "General  Rule" or (ii) the "Special  Rule"
          described below, whichever is applicable.  Except as provided in (iii)
          below,  once the release method has been  established for a particular
          Securities   Acquisition  Loan,  that  release  method  shall  be  the
          exclusive release method for the allocation of shares of Company Stock
          purchased with the proceeds of that Securities Acquisition Loan.

                    (i)  Under the  "General  Rule,"  for each Plan Year  during
               which the Securities Acquisition Loan is outstanding, there shall
               be withdrawn  from the Stock  Suspense  Account and released from
               pledge as collateral a number of shares of Company Stock equal to
               the total  number of such  shares  held in the  suspense  account
               immediately prior to the withdrawal, multiplied by a fraction,

                         (A) the  numerator  of which is the amount of principal
                    and interest paid for the Plan Year, and

                         (B)  the  denominator  of  which  is the sum of (I) the
                    numerator,  plus (II) the  principal and interest to be paid
                    for all future years (assuming no prepayment).

                    (ii) Under the  "Special  Rule,"  for each Plan Year  during
               which the Securities Acquisition Loan is outstanding, there shall
               be withdrawn  from the Stock  Suspense  Account and released from
               pledge as collateral a number of shares of Company Stock equal to
               the total  number of such  shares  held in the  suspense  account
               immediately prior to the withdrawal, multiplied by a fraction,

                         (A) the  numerator  of which is the amount of principal
                    paid for the Plan Year, and

                         (B)  the  denominator  of  which  is  the  sum  of  the
                    numerator  plus the principal to be paid for all future Plan
                    Years.


                    (iii) The Special Rule described in (ii) applies only if:

<PAGE>



                         (A) The Securities Acquisition Loan provides for annual
                    payments of  principal  and  interest at a  cumulative  rate
                    which  is not  less  rapid at any  time  than  level  annual
                    payments of such amounts for ten (10) years;

                         (B) The interest included in any payment is disregarded
                    only  to the  extent  that  it  would  be  determined  to be
                    interest under standard loan amortization tables;

                         (C) By reason of a renewal,  extension or  refinancing,
                    the sum of the expired  duration of the original  loan,  any
                    renewal period,  any extension  period,  and the duration of
                    any new  loan,  does not in the  aggregate  exceed  ten (10)
                    years; and

                         (D) The  Plan  Administrator  has  elected  to have the
                    Special Rule apply.

          In any  other  case,  the  General  Rule  set  forth  herein  shall be
applicable.

                    (iv) In determining the number of shares of Company Stock to
                         be released  for any Plan Year under either the General
                         Rule or the Special Rule:

                         (A) The  number of future  years  under the  Securities
                    Acquisition Loan must be definitely  ascertainable  and must
                    be  determined  without  taking into  account  any  possible
                    extensions or renewal periods;

                         (B) If the Securities  Acquisition  Loan provides for a
                    variable  rate of interest,  the interest to be paid for all
                    future  Plan Years must be  computed  by using the  interest
                    rate applicable as of the end of the Plan Year for which the
                    determination is being made; and

                         (C)  If  the  Company  Stock  allocated  to  the  Stock
                    Suspense Account includes more than one class of shares, the
                    number of shares of each  class to be  withdrawn  for a Plan
                    Year from the Stock  Suspense  Account must be determined by
                    applying the applicable  fraction provided for above to each
                    such class.

        (e) Exercise of Certain Shareholder Rights.

               (1)  Voting Rights Pass-Through.

<PAGE>


                    (i)  If  the  Employer  has a  "registration-type  class  of
               securities" (as defined in Section  409(e)(4) of the Code),  each
               Participant, Beneficiary and Alternate Payee shall be entitled to
               direct the  Trustee  as to the manner in which  shares of Company
               Stock  allocated to his/her  Company Stock  Subaccount  are to be
               voted on each matter with respect to which  shareholder votes are
               solicited.  The Trustee shall vote the shares in accordance  with
               such  directions,  except to the extent that such  directions are
               contrary to the provisions of ERISA.

                    (ii) If the  Employer  does  not  have a  "registration-type
               class of  securities"  (as  defined in Section  409(e)(4)  of the
               Code), each Participant, Beneficiary and Alternate Payee shall be
               entitled to direct the  Trustee as to the manner in which  shares
               of Company Stock  allocated to his/her  Company Stock  Subaccount
               are to be  voted,  but only with  respect  to  corporate  matters
               involving  approval  or  disapproval  of  any  corporate  merger,
               consolidation, recapitalization,  reclassification,  liquidation,
               dissolution,  sale of substantially  all of the assets of a trade
               or business,  or a similar transaction  identified in regulations
               prescribed  by the  Secretary of the Treasury and the election of
               directors.  The Trustee shall vote the shares in accordance  with
               such  directions,  except to the extent that such  directions are
               contrary to the provisions of ERISA.

                    (iii)In  the  absence of  directions  from any  Participant,
               Beneficiary or Alternate  Payee as to the manner in which Company
               Stock  allocated to his/her  Company  Stock  Subaccount  is to be
               voted,  the  Trustee  shall vote the  Company  Stock held for the
               benefit of that person in accordance with  instructions  from the
               Primary Employer except to the extent that such  instructions are
               contrary to the provisions of ERISA.

     In  addition,  the  Trustee  shall  vote in  accordance  with  instructions
received from the Primary Employer,  except to the extent that such instructions
are contrary to the provisions of ERISA,  as to  unallocated  shares held in the
Stock  Suspense  Account  with  respect to  matters  to which the voting  rights
pass-through  attaches as to allocated shares,  and as to all Company Stock held
in the Fund with respect to all matters to which the voting rights  pass-through
does not attach to allocated shares.

               (2)  Participant  as  a  "Named  Fiduciary".   Each  Participant,
          Beneficiary  and Alternate Payee shall be a "named  fiduciary"  within
          the  meaning  of  Section  402(a) of ERISA  with  respect to voting of
          Company Stock pursuant to Paragraph (e)(1) hereof,  to the extent that
          the  matters  subject to vote are  matters to which the voting  rights
          pass-through attaches.

<PAGE>


               (3)  Procedures.  The  Plan  Administrator  shall  establish  and
          maintain procedures by which Participants, Beneficiaries and Alternate
          Payees  shall be notified in a timely  manner of their right to direct
          the voting of Company  Stock  allocated  to their  respective  Company
          Stock  Subaccounts  and the manner in which such  directions are to be
          conveyed to the Trustee,  and by which there is  disseminated  to such
          Participants,  Beneficiaries and Alternate Payees information relevant
          to making the decisions with respect to which such voting is to occur.
          No voting  directions  shall be honored by the Trustee  unless  timely
          received  and  properly  conveyed in  accordance  with the  procedures
          established by the Plan Administrator.

               (4) Confidentiality.  The procedures referred to in the preceding
          Subparagraph  shall be  designed  to protect  individual  Participant,
          Beneficiary and Alternate Payee voting  instructions from discovery by
          the Employer.  All voting  instructions  received  from  Participants,
          Beneficiaries  and Alternate Payees shall be held in confidence by the
          Trustee or its delegate for this purpose, and shall not be divulged to
          the Employer or to any officer or employee of the Employer,  or to any
          other person.

        (f) Securities Laws  Restrictions.  Every  distribution of Company Stock
     under  this  Plan,  and every  loan made  which is  secured  by a pledge of
     Company Stock under this Plan, shall be subject to all securities and other
     laws,  rules and  regulations  and to such approvals by stock  exchanges or
     governmental  agencies as are applicable.  Each distributee may be required
     to give the Employer a written  representation  that  his/her  distribution
     will not involve a violation of state or federal securities laws, including
     the  Securities  Act  of  1933,  as  amended.  The  form  of  such  written
     representation will be prescribed by the Board of the Primary Employer.

        (g)  Certificates.   Share  certificates   representing   Company  Stock
     distributed  under  this Plan  shall be  embossed  or  inscribed  with such
     legends  and  restrictions  as the  Board  of the  Primary  Employer  deems
     necessary or desirable,  including, without limitation, notices relating to
     any  right of first  refusal  that the  Company  or the  Trust  may have in
     connection with such shares.  Stop transfer  instructions  may be issued in
     connection with such distributed  shares.  Certificates  will be issued for
     full shares only,  and no  certificate  will be issued in  connection  with
     fractional  shares.  If a  distribution  is to include an amount of Company
     Stock that would include a fractional  share,  cash shall be distributed in
     lieu of the  fractional  share,  with the amount of cash  determined on the
     basis of the value of the  Company  Stock as such value is  determined  for
     Plan purposes.

<PAGE>


        (h) Put Option with Respect to Certain Shares of Company Stock.

               (1) Exercise of Put Option. A Participant, Beneficiary, Alternate
          Payee, donee of a Participant,  or person or entity that, by reason of
          the Participant's death, receives Company Stock through a distribution
          from the Company Stock  Subaccount  of a Participant  may, if desired,
          require the Primary  Employer to purchase  all or any number of shares
          of Company  Stock so received if written  demand for such  purchase is
          made  upon  the  Company  within  sixty  (60)  days  of  the  date  of
          distribution,  or within sixty (60) days of the first day of the first
          Plan Year  following the Plan Year in which such date of  distribution
          occurred.  Such  purchase will be made at the fair market value of the
          Company Stock,  as generally  determined for Plan purposes.  This Plan
          shall have the right,  but not the obligation,  to purchase any or all
          of the  shares of  Company  Stock  tendered  to the  Primary  Employer
          through exercise of the put option described herein.

               (2)  Payment  for  Shares  Put to  Company.  At the option of the
          Primary  Employer (or of this Plan, if this Plan  purchases  shares of
          Company Stock put to the Company as set forth in Section  7.07(h)(1)),
          payment for shares  acquired by the Company or this Plan,  as the case
          may be, upon exercise of a put option described in Section 7. 07(h)(1)
          by a  distributee  shall be either in a lump-sum  or in  substantially
          equal  installments.  If  payment is to be made in  installments,  the
          following rules shall apply:

                    (i)  Installments  shall be payable not less frequently than
                         annually;

                    (ii) Adequate security shall be given for the unpaid balance
                         of the purchase price;

                    (iii)Interest  will  be  paid  at  a  reasonable  rate  with
                         respect to the unpaid balance; and

                    (iv) The  payment  period  shall begin not later than thirty
                         (30) days  after  the date on which  the put  option is
                         exercised  by the  distributee,  and shall  not  extend
                         beyond five (5) years from that date.

               (3) Put Option Inoperative Under Certain  Circumstances.  The put
          option  described  in this  Paragraph  shall be  inoperative,  and the
          provisions  of Section  7.07(h)(1)  shall not be effective  if, at the
          time that the put option exercise notice is or would be given, Company
          Stock is traded on a national  securities  exchange  registered  under
          Section 6 of the Securities Exchange Act of 1934 or quoted on a system
          sponsored  by  a  national  securities  association  registered  under
          Section 15A(b) of said Act,  and/or if the shares to be sold

<PAGE>


          hereunder  are not  subject to any  restriction  under any  federal or
          state  securities law or regulation,  or any agreement  which would be
          violated by the  Company's  purchase;  provided,  however,  that there
          shall be excluded from the option  exercise  period provided above any
          time during which the Company is unable to purchase such Company Stock
          because  such  purchase  would  violate  a  federal  or  state  law or
          agreement.

               (4)  Preservation  of Put  Option.  In  the  event  a  Securities
          Acquisition  Loan is  repaid,  or this Plan  ceases to be an  employee
          stock  ownership plan (as defined at Section  4975(e)(7) of the Code),
          the  protections  and rights  described in Section  7.07(h)(1)  and(2)
          shall  continue to be applicable in accordance  with the provisions of
          those  subparagraphs,   and  subject  to  the  provisions  of  Section
          7.07(h)(3).

          (i) Company Stock Acquired by Plan  Generally Free of Options.  Except
          as provided in Section 7.07(h), or as otherwise required by applicable
          law,  Company  Stock  acquired  by the  Fund  with the  proceeds  of a
          Securities  Acquisition  Loan shall be free of all put,  call or other
          options,  and  shall  not  be  subject  to  any  buy-sell  or  similar
          arrangement  while held by the Fund or on distribution  from the Fund,
          whether or not this Plan remains an employee stock  ownership plan (as
          defined   at  Section   4975(e)(7)   of  the  Code)  at  the  time  of
          distribution.

          (j) Right of First Refusal.

               (1) Existence of Right. A distributee who receives  Company Stock
          from the Fund must,  before  offering to sell such Company  Stock to a
          third party, give the Primary Employer an opportunity to purchase such
          Company Stock at a price equal to its fair market value,  as generally
          determined  for  purposes  of this  Plan,  or, if  greater,  the price
          offered to the  distributee by another  potential  buyer making a bona
          fide and binding offer in writing.  Such opportunity shall be conveyed
          to the  Primary  Employer  in  writing  and  shall be  accompanied  by
          satisfactory  written  evidence  of the offer (if any) made by a third
          party for such  shares.  If the  distributee  attempts  to convey  the
          shares  without   having  first  offered  the  Primary   Employer  the
          opportunity to purchase the shares as aforesaid, the issuer may refuse
          to transfer the shares on its books.

               (2)  Exercise  Mechanism.  If  the  Primary  Employer  elects  to
          exercise  its  right  to  acquire  shares  offered  as  set  forth  in
          Subparagraph (1) hereof,  it shall do so by notification in writing to
          the distributee  which shall be sent by the Primary Employer not later
          than  fourteen  (14) days from the date on which the Primary  Employer
          receives  the  distributee's  written  offer to sell and  satisfactory
          proof of any offer made by a competing  buyer. If the Primary Employer
          exercises its right to purchase the proffered  shares,  it shall do so
          as to all shares proffered by the distributee. If the Primary Employer
          declines in

<PAGE>


          writing  to  exercise  its  option to acquire  the  shares,  or if the
          Primary  Employer  fails to exercise  its right to purchase the shares
          within the specified fourteen-day period, the Primary Employer's right
          to purchase the shares pursuant to this Paragraph shall terminate. The
          Primary  Employer  may  assign all or any part of its right to acquire
          shares offered as set forth in Subparagraph (1) to the Plan, which, as
          assignee of such right, shall be subject to the same terms, conditions
          and  limitations  as the  Primary  Employer,  and  which  will have no
          obligation, as assignee or otherwise, to exercise such option.

               (3) Section Inoperative.  This Paragraph shall be inoperative and
          no effect if, at the time that written notice would be given,  Company
          Stock is traded on a national  securities  exchange  registered  under
          Section 6 of the Securities Exchange Act of 1934 or quoted on a system
          sponsored  by  a  national  securities  association  registered  under
          Section 15A(b) of said Act.

     Sec.  7.08  Special  Asset  Diversification  Privilege  Relating to Company
                 ------   -----  ---------------  ---------  -------  -- -------
Stock.
-----

        (a)  Eligibility.  A  Participant  who has  completed  ten (10) years of
     participation  and has  attained  Age 55 shall have the  right,  within the
     ninety  (90)  day  period  following  the  close of each  Plan  Year in the
     "Qualified  Election  Period,"  to  designate  the  investment  category or
     categories  in which the  Trustee  is to invest  amounts  allocated  to the
     Participant's Company Stock Subaccount, as hereinafter provided.

        (b) Qualified  Election  Period.  The "Qualified  Election Period" shall
     mean the period of six  consecutive  Plan Years  commencing as of the first
     day of the Plan Year during which the Participant has satisfied both of the
     requirements set forth in Paragraph (a) of this Section.

        (c)  Portion of Account  Subject to  Diversification.  An  election by a
     Participant  to  diversify  the   investments  in  his/her   Company  Stock
     Subaccount pursuant to this Section shall be limited to twenty-five percent
     (25%) of the value of his/her Company Stock  Subaccount as of the Valuation
     Date immediately  preceding such election,  to the extent that such elected
     amount exceeds the portion of his/her  Company Stock  Subaccount  which has
     been diversified  previously pursuant to such election(s).  Notwithstanding
     the preceding sentence, during the ninety days following the last plan Year
     in the Qualified  Election Period,  fifty percent (50%) of the value of the
     Participant's   Company   Stock   Subaccount   shall  be   subject  to  the
     diversification  election (to the extent such value exceeds the amount with
     respect to which diversification elections have previously been made).

        (d) Available  Investment  Categories.  The Plan  Administrator  and the
     Trustee shall offer such categories of investments to Participants pursuant
     to this Section as they may, in their sole discretion, determine. They may,
     at any time,

<PAGE>


     increase  or  decrease  the  number  of  available  investment  categories,
     provided,  however,  that a  minimum  of  three  (3)  different  investment
     categories  shall be offered at all times.  Notwithstanding  the  preceding
     provisions of this paragraph,  the Plan  Administrator  and the Trustee may
     satisfy the diversification requirements of this Section by distributing to
     the Participant the amount of his/her Company Stock Subaccount to which the
     diversification requirement is applicable.

        (e) Changes in  Designations.  Any designation of investment  categories
     shall be made in writing on forms  provided by the Plan  Administrator  and
     submitted  to the  Plan  Administrator  before  the end of the  ninety  day
     election period. A Participant may modify, revoke or make a new designation
     at any time during such period.  Subsequent  changes in designations may be
     made at such times and on such notice as the Plan Administrator and Trustee
     may reasonably require.

<PAGE>


                                  ARTICLE VIII

                       RETIREMENT AND DISABILITY BENEFITS
                       -----------------------------------

     Sec. 8.01 Retirement Benefit. Upon Retirement, a Participant is entitled to
a benefit equal to 100% of his/her Account.

     Sec. 8.02 Disability Benefit.

        (a)  Termination  of  Employment   Known  to  be  on  Account  of  Total
     Disability.  If, at the time of a Participant's  Termination of Employment,
     the Plan Administrator has determined that the Participant's Termination of
     Employment is attributable to Total Disability, the Participant is entitled
     to a benefit equal to 100% of his/her Account.

        (b) Termination of Employment Later Determined to be on Account of Total
     Disability.  If the Participant's Termination of Employment occurs prior to
     a determination  that the cause of that Termination of Employment was Total
     Disability,  if any portion of the Participant's Account was deemed to have
     become forfeited by reason of that Termination of Employment,  and if there
     is later made a binding determination that the Participant's Termination of
     Employment was attributable to Total Disability,  any amount forfeited from
     the Participant's Account by reason of that Termination of Employment shall
     be  restored  to  the  Account  of  the  Participant  (in  the  form  of  a
     reinstatement  contribution made by the Employer and without adjustment for
     investment  gains or losses or expenses that would have been experienced by
     the  Account had no such  forfeiture  been  deemed to have  occurred).  Any
     balance standing to the credit of the Participant in his/her Account, after
     the reinstatement  adjustment  described in the preceding  sentence,  shall
     become distributable as promptly as practicable following the making of the
     binding determination that the Participant's  Termination of Employment was
     attributable to Total Disability.

<PAGE>


                                   ARTICLE IX

                                 DEATH BENEFITS
                                 --------------

     Sec. 9.01   Benefit Upon the Death of a Participant.

        (a)  Decedent's  Benefits  Not  in  Pay  Status.  Upon  the  death  of a
     Participant  whose  benefits  are not in pay  status at the time of his/her
     death, the Participant's Beneficiary shall be paid a death benefit equal to
     the value of the Participant's vested interest in his/her Account.

        (b) Decedent's  Benefits in Pay Status.  Upon the death of a Participant
     whose benefits are in pay status at the time of his/her death,  there shall
     be paid such benefit,  if any, as is provided under the annuity contract or
     other payout arrangement in effect at the time of the Participant's  death.
     If there is no such annuity  contract or other  arrangement then in effect,
     the undistributed  balance of the Participant's  vested interest in his/her
     Account shall be paid to the Participant's Beneficiary.

     Sec. 9.02 Beneficiary Designation.

        (a) By Married Participants.

               (1) Spouse as Default Primary Prospective  Beneficiary.  The sole
          primary  Prospective  Beneficiary of each married Participant shall be
          his/her  Spouse  except to the  extent  that (i) the  Participant  has
          designated one or more non-spousal Prospective Beneficiaries, and (ii)
          the  designation of such  non-spousal  Prospective  Beneficiaries  was
          consented  to in writing by the  Participant's  Spouse as  provided in
          Section 9.03.

               (2) Designation of Non-spousal Primary Prospective Beneficiaries.
          To  the  extent  provided  in a  spousal  consent  conforming  to  the
          requirements of Section 9.03,  each married  Participant has the right
          to designate one or more primary Prospective Beneficiaries other than,
          or in addition to, his/her Spouse.

               (3)  Designation  of  Contingent   Beneficiaries.   Each  married
          Participant  shall have the right to designate one or more  contingent
          Prospective   Beneficiaries   who  shall   become  the   Participant's
          Beneficiaries  upon  his/her  death if, at the time of his/her  death,
          he/she  is  not  survived  by  any  of  his/her  primary   Prospective
          Beneficiaries.  Spousal  consent  shall  not  be  required  as to  the
          designation  of  contingent  Prospective  Beneficiaries,  but  if  the
          Participant is not survived by any primary  Prospective  Beneficiaries
          and is survived by his/her Spouse,  his/her Spouse shall supersede all
          designated contingent  Prospective  Beneficiaries and shall become the
          Participant's  sole Beneficiary unless he/she either (i) has consented
          in writing to the Participant's designation

<PAGE>


          of contingent Prospective Beneficiaries other than himself/herself, or
          (ii)  elects  to  waive  his/her  right to be the  Participant's  sole
          Beneficiary after the Participant's death.

        (b) By Unmarried Participants.  Each unmarried Participant has the right
     to designate one or more primary Prospective  Beneficiaries and one or more
     contingent Prospective Beneficiaries.

        (c) Change of  Beneficiary  Designations.  Each  Participant  may at any
     time, and from time to time, change his/her primary Prospective Beneficiary
     and/or contingent Prospective Beneficiary designations;  provided, however,
     that if the  Participant is married,  any such change which does not result
     in  the  designation  of  the  Participant's   Spouse  as  his/her  primary
     Prospective  Beneficiary  shall be invalid unless and until consented to by
     the Participant's Spouse in the manner described in Section 9.03.

        (d) Form of  Beneficiary  Designation.  Each  designation of Prospective
     Beneficiaries  and each change of such  designations  shall be set forth in
     writing,  shall be on forms  provided by or in form  acceptable to the Plan
     Administrator,  and  shall  be  effective  only if  delivered  to the  Plan
     Administrator  prior to the death of the  Participant;  provided,  however,
     that a  designation  of  Prospective  Beneficiaries  delivered  to the Plan
     Administrator  after the death of a  Participant  shall be given effect (1)
     only if it is authenticated to the satisfaction of the Plan  Administrator,
     and (2) shall apply only to benefits  payable by reason of the death of the
     Participant  that  have not been  distributed  prior  to the  delivery  and
     authentication of the instrument making the subject designation.

        (e) Multiple Beneficiaries.  In general, if a Participant is survived by
     one or more  primary  Beneficiaries,  benefits  payable  by  reason  of the
     Participant's   death  shall  be  paid  only  to  such  surviving   primary
     Beneficiaries,   and  no  benefit  shall  be  payable  to  any   contingent
     Prospective   Beneficiary.   However,  if  the  Participant's   beneficiary
     designation  clearly  indicates  that the interest of a designated  primary
     Prospective  Beneficiary  who  predeceases the Participant is to be paid to
     one or more specified  contingent  Beneficiaries  (to the exclusion,  as to
     that interest, of all other Primary Beneficiaries) and indicates the amount
     to be paid to each such contingent  Beneficiary or the manner in which such
     amount  is  to  be  calculated,  the  interest  of  such  deceased  primary
     Beneficiary  shall be paid to such designated  contingent  Beneficiaries in
     the amounts so determined.

        (f)  Default  Beneficiaries.  In the event that a  Participant  fails to
     effectively  designate  at least  one  Prospective  Beneficiary  (or if the
     Participant  is  predeceased  by  all  of  his/her  designated  Prospective
     Beneficiaries),  any  benefits  payable  by  reason  of  the  death  of the
     Participant  shall be paid to those  members  of the  following  Classes of
     takers as may reasonably be located by the Plan  Administrator,  each Class
     to take to

<PAGE>


     the exclusion of all subsequent  Classes,  and with all located  members in
     each Class to share equally:

               (1) Class First: the Participant's Spouse;

               (2) Class Second: the Participant's lineal descendants (including
          adopted persons, per stirpes);

               (3)  Class  Third:  the  Participant's  surviving  legal  parents
          (equally); and

               (4) Class Fourth: the Participant's estate.

        Step-children  not  legally  adopted by the  Participant  at the time of
     his/her  death  (and  their  respective  lineal  descendants)  shall not be
     included in Class Second and shall qualify as  Beneficiaries  only if named
     by the Participant as Prospective Beneficiaries.

        The Plan  Administrator  shall make a good faith effort to (i) identify,
     (ii)  confirm the  existence  of, and (iii) locate all members of the Class
     eligible  to  share  in a death  benefit  distribution.  However,  the Plan
     Administrator  shall  not be liable  to any  member  of any such  Class for
     either direct or consequential damages suffered by such person by reason of
     the Plan Administrator's failure to identify,  confirm the existence of, or
     locate such person,  nor shall the Plan Administrator be required to either
     unduly delay death benefit  distributions or incur any substantial  expense
     in the attempt to identify,  confirm the  existence of or locate any person
     who might be entitled to inclusion in any such Class.

        (g) Order of Death.  If it is impossible to ascertain with certainty the
     order of death of the  Participant  and any  Prospective  Beneficiary,  the
     Participant  shall be deemed to have survived the  Prospective  Beneficiary
     unless the  Participant  has  specifically  indicated  to the  contrary  in
     writing on his/her  beneficiary  designation  form.  If it is impossible to
     ascertain  with  certainty  the  order of death of two or more  Prospective
     Beneficiaries,  deceased primary Prospective  Beneficiaries shall be deemed
     to have survived deceased contingent Prospective Beneficiaries.

        (h) Effect of Divorce  or Legal  Separation.  Upon the later to occur of
     (1)  the  effective  date  of  the  legal  separation  or  divorce  of  the
     Participant  and his/her  Spouse or former  Spouse or (2) the date on which
     the  Plan  Administrator   receives  written  notification  of  such  legal
     separation or divorce,  except as may otherwise be provided in a QDRO,  (1)
     the rights of such Spouse or former Spouse under Paragraphs (a)(1), (f) and
     Article XII hereof shall be  extinguished,  and (2) any designation of that
     separated or former  Spouse as a  Prospective  Beneficiary  under this Plan
     shall be null and void  unless  reaffirmed  in writing  by the  Participant
     after the effective date of such divorce or legal separation.

<PAGE>



     Sec. 9.03 Spousal  Consent  Requirement  and Rules.  The  designation  by a
married  Participant  of his/her  Spouse to be his/her sole primary  Prospective
Beneficiary  shall not  require  the consent of his/her  Spouse  hereunder.  All
designations by a married Participant of a person other than, or in addition to,
his/her  Spouse  to  be a  primary  Prospective  Beneficiary,  to be  valid  and
operative upon the death of the Participant, must have been (or be) consented to
in writing by his/her Spouse.  To be effective for the purposes of this Section,
a spousal  consent must satisfy the  requirements of Paragraphs (a) through (h),
inclusive, of this Section.

        (a) Written  Instrument  Requirement.  Each spousal consent shall be set
     forth in a written  instrument on forms provided by the Plan  Administrator
     or in a form acceptable to the Plan Administrator.

        (b) Witness  Requirement.  All spousal  consents  must be witnessed by a
     notary public or by a representative of this Plan.

        (c)  Acknowledgment  of Effect.  Each spousal  consent  shall contain an
     acknowledgment of its financial effect upon the party giving such consent.

        (d) Effect of QDRO.  Each spousal consent shall be subject to the effect
     of any QDRO  applicable to the  Participant's  interest in this Plan at the
     time of the Participant's death.

        (e)  Specific and General  Spousal  Consent.  Each spousal  consent must
     identify  the  specific   nonspousal   Prospective   Beneficiary(ies)   the
     designation  of whom is authorized  by such  consent,  or must identify the
     class from whom such Prospective Beneficiaries may be designated; provided,
     however,  that a spousal  consent may be general in nature  (permitting the
     Participant   to   designate   any  persons  or  entities  as   Prospective
     Beneficiaries  and to change such designations at any time and from time to
     time without securing a further spousal consent) if it specifies that it is
     general in nature, acknowledges the Spouse's right to limit such consent to
     specific Prospective Beneficiaries, and acknowledges the Spouse's intention
     to voluntarily relinquish such right of limitation.

        (f) Effect of Divorce.  Each  spousal  consent  given under this Section
     shall become null and void upon  termination of the marriage (other than by
     the death of the  Participant)  between the  Participant  and the party who
     gave such  consent.  No such  consent  shall be binding  upon a  subsequent
     Spouse of the Participant, nor upon the originally consenting Spouse in the
     event of a divorce (subsequent to the giving of such consent) followed by a
     remarriage of the originally consenting spouse and the Participant.

        (g) Effect of  Prenuptial  and  Similar  Agreements.  This Plan does not
     recognize the terms of any prenuptial, post-nuptial or similar agreement as
     having the

<PAGE>

     effect of either a  designation  of  Prospective  Beneficiary  or a spousal
     consent under this Section.

        (h) Spousal Consents May Be Revocable. Spousal consents given under this
     Section  shall be revocable or  irrevocable,  as  specified  therein.  If a
     spousal consent is not irrevocable by its terms, it shall be revocable.  If
     revocable,  whether by  specification  or by default,  such  consent  shall
     become irrevocable upon the earlier to occur of the Participant's  death or
     his/her  Benefit  Commencement  Date.   Revocation  of  a  spousal  consent
     hereunder   shall  become   effective   only  upon  delivery  to  the  Plan
     Administrator  of an instrument  executed by the Spouse  originally  giving
     such consent and  satisfying  the  requirements  of Paragraphs  (a) and (b)
     hereof.

        (i) Missing Spouse. If a married  Participant is unable to determine the
     whereabouts  of his/her  Spouse,  such  Participant  may file with the Plan
     Administrator  an "Affidavit  of Missing  Spouse,"  which  affidavit may be
     accepted by the Plan Administrator in lieu of the spousal consent otherwise
     required  by  this  Section  in  connection  with  the  designation  by the
     Participant   of  a   non-spousal   Prospective   Beneficiary.   The   Plan
     Administrator  shall  have  the  right  to rely on such  affidavit  without
     further inquiry until such time as the Plan  Administrator  develops actual
     knowledge  of the  whereabouts  of the  purportedly  missing  spouse.  Upon
     receipt of actual  knowledge of the  whereabouts  of a purportedly  missing
     spouse  who  is  the  subject  of  an  Affidavit  of  Missing  Spouse,  any
     designation of Prospective  Beneficiary that was dependent for its validity
     on the Affidavit of Missing Spouse relating to the person whose whereabouts
     have been  learned  shall  immediately  become null and void (but shall not
     affect  payments  made  before  the  Plan  Administrator   learned  of  the
     whereabouts  of the  previously  missing spouse or payments at a processing
     stage too  advanced to be  reasonably  stopped the time of such  learning).
     Upon development of actual knowledge of the whereabouts of a missing spouse
     with respect to whom an "Affidavit of Missing  Spouse" is known by the Plan
     Administrator to have been relied upon to validate a current designation by
     the Participant of Prospective Beneficiaries,  the Plan Administrator shall
     notify the  Participant in writing that his/her  designation of non-spousal
     Prospective  Beneficiaries has become null and void. The Plan Administrator
     shall  not,  however,  be  required  to  disclose  to the  Participant  the
     whereabouts  of the  previously  missing  spouse.  Any  change by a married
     Participant in the identity of his/her designated Prospective Beneficiaries
     must be accompanied  by a new Affidavit of Missing Spouse unless  otherwise
     supported by an appropriate  spousal consent as otherwise described in this
     Section.]

     Sec. 9.04  Designation of Prospective  Beneficiaries  by Persons other than
the  Participant.  Only  the  Participant  shall  have the  right  to  designate
Prospective Beneficiaries. Beneficiaries and Alternate Payees shall not have the
right to  designate  Prospective  Beneficiaries.  In the event of the death of a
Beneficiary or Alternate  Payee prior to the  distribution to him/her of his/her
entire  interest under this Plan,  the interest of the  Beneficiary or Alternate
Payee shall be payable to his/her estate.

<PAGE>


     Sec. 9.05 Transferee Plan Provision. Notwithstanding any other provision of
this  Section  to  the  contrary,  if,  by  reason  of  the  merger  of  another
tax-qualified  plan into  this Plan or by reason of a direct  trustee-to-trustee
transfer of assets and liabilities from another  tax-qualified plan to this Plan
in a  transaction  that did not  constitute  an Eligible  Rollover  Distribution
within the meaning of Section 402(c)(4) of the Code, the  Participant's  Account
includes a Portability  Subaccount  attributable to such assets, the Portability
Subaccount so created and  maintained  shall have  preserved with respect to it,
but only for such period as may be required under  regulations  then  pertaining
under Section 411(d)(6) of the Code:

        (a) any provision automatically  designating the Participant's surviving
     spouse or any other person as the death  benefit  payee with respect to all
     or a portion of the Participant's interest under the transferor plan;

        (b) any provision permitting the Participant to elect to waive the death
     benefit otherwise payable to his/her surviving spouse; and

        (c) all provisions  relating to spousal  consent in connection  with any
     such waiver.

In general,  the  preserved  transferor  plan rights shall be in addition to all
other  rights  provided by this Plan,  but shall  apply only to the  Portability
Subaccount  and only to the extent that those  rights  would have applied to the
assets of the Portability Subaccount under the transferor plan. The preservation
of  transferor  plan rights with respect to the subject  Portability  Subaccount
shall not have any effect on the rights otherwise  granted under this Article in
connection with either (1) the balance of the Participant's  Account not part of
that  Portability  Subaccount  or (2)  the  portion  (if  any)  of  the  subject
Portability  Subaccount  not subject to the  preserved  transferor  plan rights.
However,  to the extent that any preserved  transferor plan right conflicts with
the rights  granted in this  article,  the conflict will be resolved in favor of
the most  valuable  specific or composite  spousal  right.  For example,  if the
transferor  plan  was a  money  purchase  pension  plan  that  provided,  absent
Participant  waiver with  spousal  consent,  for  one-half of the  Participant's
Account to be payable upon the  Participant's  death to his/her surviving spouse
in the form of a life annuity, and if, after the transfer,  the Participant dies
survived by his/her spouse  without having validly waived the default  provision
of the  transferor  plan,  there  will be paid  to the  Participant's  surviving
spouse, in the form of a life annuity a benefit having a value equal to one-half
of the value of the Portability Subaccount,  regardless of the payees designated
to receive the balance of the  Participant's  interest in either the Portability
Subaccount  or any other  element of his/her  Account  under this Plan.  For the
purposes of this  Section,  for an  individual  to be  considered  the surviving
spouse  of a  deceased  Participant,  such  individual  need not  have  been the
Participant's  spouse at the time of the asset transfer from the transferor plan
to this Plan.

<PAGE>


                                   ARTICLE X

                               VESTING PROVISIONS
                               ------------------


     Sec.  10.01  General  Vesting.  Except as to  his/her  interest  in his/her
Company Stock  Subaccount and his/her Other Assets  Subaccount,  the interest of
each Participant in his/her Account is nonforfeitable (fully vested).

     Sec. 10.02 Company Stock Subaccount and Other Assets Subaccount Vesting.
                ------- ----- ---------- --- ----- ----- ----------- --------

        (a) Vesting Table. A Participant's  nonforfeitable  (vested) interest in
     his/her  Company Stock  Subaccount  and in his/her Other Assets  Subaccount
     shall be determined by multiplying the amount standing to his/her credit in
     each of those Subaccounts by the appropriate  percentage from the following
     table:

         Participant's                                     Participant's  Vested
         Years of Vesting Service                                Percentage
         ------------------------                                -----------

         Less than 3 Years of Vesting Service..........................None
         3 Years of Vesting Service, but fewer than 4...................20%
         4 Years of Vesting Service, but fewer than 5...................40%
         5 Years of Vesting Service, but fewer than 6...................60%
         6 Years of Vesting Service, but fewer than 7...................80%
         7 Years of Vesting Service or more ...........................100%

     (b) Acceleration of Vesting.  A Participant shall become 100% vested in the
Subaccounts subject to this Section upon:

               (1) his/her attainment of Early or Normal Retirement Age while in
          the employ of the Employer or any Affiliated Company or

               (2) the  occurrence of any of the  following  events while in the
          employ of the Employer or an Affiliated  Company or after  termination
          of such  employment but prior to both the termination of this Plan and
          the occurrence of a one-year Break in Service:

                    (i) Termination of Employment due to Total Disability;

                    (ii) Termination of Employment due to death; or

                    (iii)Termination  of this Plan or upon a partial termination
               of  this  Plan  with  respect  to  which  he/she  is an  affected
               Participant if such person has not received a cash-out of his/her
               vested   interest  in  this  Plan  prior  to  the  date  of  such
               termination or partial termination.

<PAGE>


         For the purposes of this Subparagraph, a Participant shall be deemed to
have received a cash-out of his/her vested interest only if:

                    (i)  he/she   received  a  distribution  of  his/her  entire
               nonforfeitable  interest  under this Plan and has not repaid such
               amount to this Plan in the form of a restoration contribution; or

                    (ii) he/she  terminated  employment  with no  nonforfeitable
               interest in his/her  Account under this Plan and has not returned
               to employment covered by this Plan on or before the date on which
               this Plan is terminated or partially terminated.

        (c) Effect of Certain QDROs. If (1) the vested interest of a Participant
     in his/her Account is less than 100%, (2) if any portion of the forfeitable
     part of that Account was  distributed to an Alternate  Payee or transferred
     to a separate  account  established  for the benefit of an Alternate  Payee
     pursuant to a QDRO, and (3) the Alternate  Payee's  interest is not subject
     to forfeiture at the same percentage rate as is the Participant's  interest
     in his/her  Account,  the value of the  Participant's  vested  interest  in
     his/her  each  affected  Subaccount  shall be  determined  pursuant  to the
     formula V = P x (B + T) - T, where V is the vested value to be  determined,
     P is the Participant's vesting percentage, B is the balance standing to the
     credit of the  Participant  in that  Subaccount  and T is the dollar amount
     transferred out of that Subaccount for the benefit of the Alternate Payee.

     Sec. 10.03 Disregarded  Service for Vesting Purposes.  Service described in
Section  10.04  shall  be  disregarded  in  computing  a  Participant's   vested
(nonforfeitable)  interest  in his/her  Account  pursuant to the  provisions  of
Section 10.02:

     Sec. 10.04 Effect of Breaks in Service/Terminations of Employment.
                ------ -- ------ -- -------------------- -- ------------

        (a)  Service  after a period  of  Disregarded  Prior  Service  shall not
     increase the  Participant's  vested  interest in so much of his/her Account
     derived  from  Employer  contributions  as was accrued  with respect to the
     period of  Disregarded  Prior  Service,  nor shall a period of  Disregarded
     Prior Service be taken into account in computing the  Participant's  vested
     interest in so much of his/her Account derived from Employer  contributions
     as is  attributable  to service  subsequent  to such period of  Disregarded
     Prior Service.

        (b) Service after a Break in Service or Termination of Employment  shall
     not  increase  the  Participant's  vested  interest  in so much of  his/her
     Account as was accrued  with  respect to the period  prior to such Break in
     Service  or  Termination  of  Employment  if  the  Participant  received  a
     distribution  of his/her entire vested  interest which was accrued prior to
     such Break in Service or Termination of Employment and

<PAGE>


     thereafter  declined  to  make a  restoration  contribution  authorized  by
     Article V of this Plan within the time prescribed therein.

         Otherwise, service subsequent to one or more Breaks in Service shall be
aggregated  with  service  prior to such  Breaks in Service in  determining  the
Participant's  vested  interest in accruals to his/her  Account  attributable to
service both before and after such Breaks in Service, provided, however, that no
such service shall be deemed to restore or increase  vesting in any portion of a
Participant's  Account that was  forfeited by reason of a Break in Service which
Break  in  Service  occurred  prior  to the  first  Vesting  Computation  Period
commencing after December 31, 1984.

     Sec.  10.05  Amendments  to the  Vesting  Schedule.  In the event  that the
vesting  schedule  under  this  Plan  is  amended,  each  individual  who  is  a
Participant  at the  effective  date of the amendment and who then has three (3)
Years of Vesting  Service  shall have his/her  vested  interest  under this Plan
determined  under the prior vesting  schedule or the amended  vesting  schedule,
whichever yields the higher vested percentage.

<PAGE>


                                   ARTICLE XI

                               IN-SERVICE BENEFITS
                               -------------------



     Sec. 11.01 Required Benefit  Commencement.  If a Participant remains in the
employ of the Employer or an Affiliated  Company to his/her  Required  Beginning
Date and his/her Benefit Commencement Date has not theretofore occurred, his/her
Required Beginning Date shall be his/her Benefit  Commencement Date, and his/her
nonforfeitable  interest  under this Plan shall be  distributable  to him/her at
that time,  with the  minimum  amount of such  distribution  each year to be the
minimum required under the provisions of Section 401(a)(9) of the Code.

     Sec. 11.02  Superannuation  Benefit.  For Plan Years  beginning on or after
January 1, 2002, any  Participant who has attained Age 70-1/2 and who remains in
the employ of the  Employer  or an  Affiliated  Company  shall have the right to
withdraw  all or any part of the vested  portion of his/her  Account.  To effect
such a withdrawal,  the  Participant  must request such withdrawal in writing at
least thirty (30) days prior to the Valuation  Date as of which such  withdrawal
is to be effective. The Participant shall also specify which of his/her Accounts
are to be debited  for the  withdrawal,  and the amount to be debited  from each
such Account. Funds withdrawn pursuant to this Section shall be delivered by the
Trustee to the  Participant as promptly as  practicable  following the Valuation
Date as of which  withdrawn,  and there shall be no adjustment in the amounts so
distributed  to  reflect  changes in market  value,  interest  earned,  expenses
incurred (other than expenses associated specifically with such withdrawal) from
the  Valuation  Date  to  the  date  of  actual  distribution,  nor  shall  such
distribution  include  current  contribution  amounts  not yet  received  by the
Trustee, even if such current contribution amounts, when so received, are deemed
to have been received as of the Valuation Date of reference.

<PAGE>



                                  ARTICLE XII

                               FORM AND TIMING OF
                               ------------------
                              BENEFIT DISTRIBUTIONS
                              ---------------------

     Sec. 12.01 Form of Benefit Payments.  All benefits under this Plan shall be
paid in installments, as single-sum distributions,  as Rollover Amounts, or as a
combination  thereof.  Unless  a  Participant  elects  otherwise  in  a  written
instrument  filed  with  the  Plan   Administrator   prior  to  his/her  Benefit
Commencement  Date,  in the case of a vested  Account the value of which exceeds
$5,000,  the  default  method of benefit  distribution  shall be an  installment
distribution as described in Paragraph (a) hereof. The default method of benefit
distribution  shall  be  a  single-sum  distribution,   Rollover  Amount,  or  a
combination thereof, if the vested Account does not exceed $5,000 at the Benefit
Commencement Date.

        (a) Installment Distributions.
            ----------- -------------

                    (1)  Vested  Interests  not  Exceeding  $500,000.  If,  at a
               Participant's  Benefit Commencement Date, his/her vested interest
               in his/her  Account  does not exceed  $500,000,  any amount to be
               paid in  installments  shall  be paid in  installments,  not less
               frequently   than   annually,   that  are  as  nearly   equal  as
               practicable,  and that are paid over a period not to exceed  five
               (5) years.

                    (2)  Vested   Interests   Exceeding   $500,000.   If,  at  a
               Participant's  Benefit Commencement Date, his/her vested interest
               in his/her  Account  exceeds  $500,000,  any amount to be paid in
               installments  shall be paid in installments,  not less frequently
               than annually, that are as nearly equal as practicable,  and that
               are paid over a period not exceeding  five (5) years plus one (1)
               year  for  each  $100,000  or  fraction   thereof  by  which  the
               Participant's vested interest in his/her Account exceeds $500,000
               at his/her Benefit Commencement Date.

                    (3) Adjustments.  The $500,000 and $100,000 amounts referred
               to in Subparagraphs (1) and (2) hereof shall be adjusted annually
               as provided in Section 409(o)(2) of the Code.

                    (4)  Substitution  of "$3,500" for "$5,000" in this Section.
               In connection with any benefit the Benefit  Commencement  Date of
               which  occurred  prior to the first  day of the  first  Plan Year
               starting  after  August  7,  1997,  "or at the time of any  prior
               distribution  did not exceed  $3,500"  shall be  substituted  for
               "$5,000" at each place where "$5,000" appears in this Section.

        (b)  Single-Sum  Distributions.  Any  amount to be paid as a  single-sum
     distribution  shall be paid  directly to the  Participant,  Beneficiary  or
     Alternate Payee, as applicable.

<PAGE>


        (c) Rollover Amounts. If a distribution is comprised of, or includes, an
     Eligible Rollover Distribution, the prospective distributee shall file with
     the Plan Administrator an election as to whether all or any portion thereof
     shall  constitute a Rollover  Amount in  accordance  with the procedure set
     forth in Section  12.05.  Such election  shall be filed within the election
     period  identified in Section 12.05. If a prospective  distributee fails in
     timely  fashion to file an  election  to have any  portion  of an  Eligible
     Rollover  Distribution  payable  to him/her  treated as a Rollover  Amount,
     he/she shall be deemed conclusively to have elected not to have any portion
     of his/her  Eligible  Rollover  Distribution  treated as a Rollover Amount,
     and,  accordingly,  to have  elected  to  receive  the  entire  amount as a
     single-sum distribution.

        (d)  Nature  of  Assets  to  be  Distributed.   To  the  extent  that  a
     distribution  consists of assets credited to a  distributee's  Other Assets
     Subaccount,  such distribution  shall be made in cash. To the extent that a
     distribution  consists of assets credited to a distributee's  Company Stock
     Subaccount,  such  distribution  shall be made in cash,  in full  shares of
     Company  Stock  (with  cash  in lieu of any  fractional  share),  or in any
     combination of cash and full shares of Company Stock,  as determined by the
     Plan Administrator. Notwithstanding the immediately preceding sentence, and
     except as provided in the immediately  following sentence,  any distributee
     may demand and receive all of the full shares of Company Stock  credited to
     his/her Company Stock Subaccount, to the extent vested. The right to demand
     and receive a distribution in the form of shares of Company Stock shall not
     apply  (1) to the  extent  that the  shares of  Company  Stock  that  would
     otherwise  be  distributable  is a class of stock  that can be held only by
     this Plan, (2) in the case of any  distributee  who is not an Employee,  if
     the Company Stock that would otherwise be distributable is a class of stock
     that can be held only by persons who are Employees,  (3) if the Employer is
     an S corporation;  or (4) if this Plan has been  established and maintained
     by a bank (as defined in Section 581 of the Code)  which is  prohibited  by
     law from redeeming or purchasing its own securities,  the distribution of a
     Participant's  Account  balance  will be made  entirely in whole  shares of
     Company  Stock,  cash or a  combination  of both, as determined by the Plan
     Administrator,  provided,  however,  that if a Participant so demands, such
     benefits will be paid entirely in cash.  Prior to making a distribution  in
     Company  Stock,  the Plan  Administrator  shall notify the  Participant  in
     writing  that (1) he/she has the right to demand that  his/her  benefits be
     paid in cash;  and (2) if he/she fails to exercise that right,  and his/her
     benefits are distributed in Company Stock, he/she will not be granted a put
     option  with  respect to Company  Stock  pursuant to Section  7.07.  If the
     Participant  fails to make such demand  within ninety (90) days of issuance
     of that notice,  the Plan  Administrator  shall distribute  benefits in the
     form determined by the Plan  Administrator in its sole  discretion.  In the
     event distribution is to be made in shares of Company Stock, any balance in
     the  Participant's  Other  Assets  Account  may be applied  to acquire  for
     distribution whole shares of Company Stock.

     Sec. 12.02   Benefit Commencement Dates.
                  ------  -----------  ------

<PAGE>


        (a) Retirement  Benefits.  The Benefit Commencement Date with respect to
     any  benefit  payable  pursuant  to  Retirement  shall occur as promptly as
     practicable  following the  Participant's  Normal  Retirement  Date,  Early
     Retirement Date and Deferred Retirement Date. However, if a Participant, at
     the time of his/her most recent Break in Service,  had completed the number
     of Years of Service required to be eligible for an early retirement benefit
     described  pursuant  to Article  VIII,  his/her  vested  interest  shall be
     treated as an early  retirement  benefit upon attainment by the Participant
     of the Age specified in the definition of Early Retirement Age.

        (b) Disability  Benefits.  The Benefit Commencement Date with respect to
     any benefit payable  pursuant to a Participant's  Termination of Employment
     by  reason of Total  Disability  shall  occur as  promptly  as  practicable
     following the later of:

               (1) the date on which the Participant's Termination of Employment
          is determined to be by reason of Total Disability or

               (2) the date on which the  Participant  consents  in  writing  to
          receive such benefits in the event that the distribution  occurs prior
          to  the  later  of  the  time  the  Participant  has  attained  Normal
          Retirement Age or Age 62.

        (c)  Death  Benefits.  A benefit  payable  by reason of the death of the
     Participant shall commence and be paid as follows:

               (1) Should a Participant die while receiving installment payments
          under this Plan,  the payment  shall  continue  for the balance of the
          installment period to the Participant's  Beneficiary.  Notwithstanding
          the foregoing,  the  Beneficiary  may elect to receive in lieu of such
          continued installment payments an amount equal to the present value of
          the unpaid future installments; or

               (2) If to any  Beneficiary  other than as set forth in  Paragraph
          (c)(1),  commencing  as promptly as possible  after the  Participant's
          death.

        (d) Deferred  Vested  Benefits.  If a vested  Participant  experiences a
     Termination  of Employment  (other than due to  retirement,  death or Total
     Disability),  his/her Benefit  Commencement Date shall occur as promptly as
     practicable   following   the  date  on  which  occurs  the   Participant's
     Termination of Employment,  provided that if the Participant returns to the
     employ of the  Employer or an  Affiliated  Company  before such  payment is
     made,  distribution of the Participant's  benefit shall be deferred to such
     date as would  apply if the  previous  Termination  of  Employment  had not
     occurred;  and further  provided that if the  Participant's  nonforfeitable
     interest under this Plan exceeds $5,000, no such distribution shall be made
     without the written consent of the Participant  (and, if required by law or
     regulation,  the written  consent of the  Participant's  Spouse)  until the
     Valuation  Date of this  Plan  coinciding  with,  or if there is none,  the
     Valuation Date next following the date on which the Participant

<PAGE>


     attains  the  earlier of Normal  Retirement  Age or Age 62.  However,  if a
     Participant,  at the time of his/her  most  recent  Break in  Service,  had
     completed  the number of Years of Service  required to be  eligible  for an
     early retirement  benefit described pursuant to Article VII, his/her vested
     interest shall be treated as an early retirement benefit upon attainment by
     the Participant of the Age specified in the definition of Early  Retirement
     Age.  Notwithstanding the foregoing,  the Plan Administrator shall have the
     right to pay any such  benefit,  if the  total  value of the  Participant's
     vested  interest in his/her  Account is not greater than (A) $5,000 ($3,500
     in Plan Years  beginning  before August 7, 1997) or (B) such smaller amount
     as may be prescribed by the Secretary of the Treasury as the maximum amount
     that may be distributed without the Participant's consent.

        (e) Exception to the General Rules.  To the extent that a  Participant's
     vested interest in his/her Company Stock  Subaccount  consists of shares of
     Company Stock acquired with the proceeds of a Securities  Acquisition Loan,
     and subject to the  statutory  compliance  provisions  set forth at Section
     12.03,  this Plan may defer  distribution  of such Company  Stock until not
     later  than the last day of the Plan  Year in which the  entire  Securities
     Acquisition  Loan which financed the acquisition of those shares of Company
     Stock is repaid.

     Sec. 12.03  Statutory Compliance.
                 --------- ----------

        (a) Section 401(a)(9) Compliance. Notwithstanding any other provision of
     this Article,  all  distributions  shall commence not later than the latest
     permissible  Benefit  Commencement Date under Section 401(a)(9) of the Code
     and regulations thereunder, and each benefit shall be distributed at a rate
     not lesser than the minimum  distribution  rate prescribed for such benefit
     under Section 401(a)(9) and the regulations thereunder. Notwithstanding any
     other  provision of this Plan, if the  Participant's  Benefit  Commencement
     Date has not previously occurred,  and the Participant is living at his/her
     Required Beginning Date, the Participant's Required Beginning Date shall be
     his/her Benefit Commencement Date.

        With respect to  distributions  under this Plan made for calendar  years
     beginning  on or after  January 1, 2002,  this Plan will apply the  minimum
     distribution  requirements  of Section  401(a)(9) of the Code in accordance
     with the regulations  under Section 401(a)(9) that were proposed on January
     17, 2001,  notwithstanding any provision of the Plan to the contrary.  This
     provision  shall continue in effect until the end of the last calendar year
     beginning  before the  effective  date of final  regulations  under Section
     401(a)(9) or such other date as may be  specified in guidance  published by
     the Internal Revenue Service.

        (b) Section  401(a)(14)  Compliance.  Unless the Participant has elected
     otherwise in writing,  his/her Benefit Commencement Date shall not be later
     than the 60th day after the close of the Plan Year in which occurs the last
     of:

<PAGE>


               (1) the date on which the Participant  attains the earlier of Age
          65 or the Normal Retirement Age specified in this Plan;

               (2)  the  tenth  (10th)  anniversary  of the  year in  which  the
          Participant commenced participation; or

               (3) the date on which the  Participant  experiences a Termination
          of Employment.

     Sec. 12.04 Post-Distribution Credits. If, after the payment of a single-sum
distribution  under this Plan, there shall remain in the  Participant's  Account
any  funds  or any  funds  are  subsequently  credited  to  such  Account,  such
additional funds, to the extent nonforfeitable, shall be paid to the Participant
or applied for the Participant's  Account as promptly as practicable.  If, after
the commencement of periodic payments under this Plan, there shall be additional
funds  credited  to the  Account  of a  Participant  in which  the  payee  has a
nonforfeitable  interest,  the Plan Administrator shall direct adjustment of the
remaining  periodic  payments  so as to  include  all such  additional  credited
amounts,  as nearly  evenly as  possible,  in the  remaining  periodic  payments
(without extending the period during which such payments are payable).

     Sec. 12.05 In-Service  Benefits  Distributed by Reason of Section 11.02. In
the case of any benefit that becomes distributable  pursuant to Section 11.02 of
this Plan,  such benefit may be paid, at the election of the Participant to whom
payable,  as (a) a single-sum  distribution,  (b) a  combination  of  single-sum
distribution and Eligible Rollover  Distribution,  or (c) an installment payment
not as great as the available  single-sum  distribution amount but not less than
the minimum distribution, if any, required under Section 401(a)(9) of the Code.

     Sec. 12.06 Withholding of Income Taxes. All  distributions  made under this
Plan shall be subject to the withholding of:

        (a) income taxes, to the extent that the Plan  Administrator  reasonably
     believes withholding to be required by applicable law; and

        (b) such other  income  taxes as the  distributee  directs  pursuant any
     election that the  distributee  is entitled to make under the terms of this
     Plan or under applicable law.

     Sec. 12.07  Provisions Relating to Eligible Rollover Distributions.
                 ---------- -------- -- -------- -------- --------------

        (a) Election Procedure.  If a prospective  distribution shall include an
     amount  which  is  an  Eligible  Rollover  Distribution,   the  prospective
     distributee shall have the right to elect to have all or any portion of the
     Eligible Rollover Distribution treated as a Rollover Amount.

<PAGE>


               (1) Election to be Made in Writing.  Any such  election  shall be
          made in  writing on forms  acceptable  to the Plan  Administrator  and
          shall include such information and certifications as may reasonably be
          required by the Plan Administrator.

               (2) Election Period. The election described in this Section shall
          be made not more than ninety (90),  and not less than thirty (30) days
          prior  to the  Benefit  Commencement  Date  of the  distribution.  The
          prospective  distributee  may waive the  thirty-day  minimum period if
          such  waiver  is in  writing  and in a  form  acceptable  to the  Plan
          Administrator.

               (3) Default  Election.  If the prospective  distributee  fails to
          file an election during the Election Period  described in Subparagraph
          (2)  hereof,  until such time as such an election is filed as a change
          of  election  in  accordance  with   Subparagraph   (4)  hereof,   the
          distributee  shall be deemed  conclusively  to have elected to have no
          portion  of  his/her  Eligible  Rollover  Distribution  treated  as  a
          Rollover Amount.

               (4) Durability, Change and Revocation of Elections.

                    (i) Any election  filed  pursuant to the  provisions of this
               Section  shall be given  full  force and  effect as  promptly  as
               practicable  after receipt of the election and of any  supporting
               certifications or information required by the Plan Administrator,
               and shall  remain in force until there is  delivered  to the Plan
               Administrator  a written  revocation  thereof.  Any revocation of
               such an election shall be given full force and effect as promptly
               as   practicable   following   receipt   thereof   by  the   Plan
               Administrator.

                    (ii) In general, if an Eligible Rollover  Distribution is to
               be made in a series of payments,  the payee's election as to that
               portion  (if any) of the  Eligible  Rollover  Distribution  to be
               treated as a Rollover  Amount  shall apply to each payment in the
               series. A distributee of an Eligible  Rollover  Distribution may,
               at any time and from time to time,  change the amount  thereof to
               be treated as a Rollover  Amount,  may change the payee  thereof,
               and may change the delivery mechanism of such payments,  provided
               that  no  such  changes  shall  be  effective  as to  any  amount
               distributed   before  the  Plan   Administrator   receives   such
               information,   documentation   and   certifications   as  it  may
               reasonably  require  to  make  the  change  effective  as  a  new
               election.  Any such change shall supersede all such directions of
               the payee previously in force.

<PAGE>


        (b) Minimum  Rollover  Amount.  If it is  reasonable  to expect that the
     aggregate of Eligible Rollover  Distributions payable to a payee under this
     Plan will not  exceed  two  hundred  dollars  ($200) in any Plan  Year,  no
     portion of the amount  payable to that payee shall be treated as a Rollover
     Amount.

        (c) Splitting of Eligible Rollover Distributions and Rollover Amounts.

                    (1)  Minimum  Divisible  Amounts.  A  payee  of an  Eligible
               Rollover  Distribution  may require  that the  Eligible  Rollover
               Distribution  be  divided  into a  Rollover  Amount and a current
               distribution; provided, however, that this privilege shall attach
               only if the  Rollover  Amount is not less than the  lesser of (i)
               the  entire  portion  of the  payment  constituting  an  Eligible
               Rollover  Distribution,  or (ii) five hundred  dollars ($500) and
               the  currently  distributable  amount is more  than a de  minimis
               amount.  Subject to the condition of the foregoing sentence,  the
               prospective distributee of any Eligible Rollover Distribution may
               determine  the  portion  thereof  (if  any)  to be  treated  as a
               Rollover Amount and the amount not to be so treated (expressed in
               dollar  terms or in  percentage  of  payment  terms,  as the Plan
               Administrator determines),  and may from time to time change such
               determination following the procedures set forth in Paragraph (a)
               hereof.  The  portion  not  treated as a Rollover  Amount will be
               distributed  (subject to applicable  withholding of income taxes)
               to the person entitled thereto.

                    (2)  Rollover  Amounts.  Subject to the  consent of the Plan
               Administrator,  an eligible  distributee  may direct that his/her
               Rollover Amount be divided into up to three (3) separate Rollover
               Amounts.

        (d) Mechanism for Delivery of Rollover  Amounts.  Rollover Amounts shall
     be delivered by (1) check or draft, made payable to and delivered  directly
     to the fiduciary or  institutional  underwriter of the Eligible  Retirement
     Plan,  (2) check or draft,  made payable to the fiduciary or  institutional
     underwriter  of  the  Eligible   Retirement  Plan,  and  delivered  to  the
     Participant,  Beneficiary or Alternate Payee to whom the transferred amount
     is to be  credited  for  subsequent  delivery  to the  payee,  or (3)  wire
     transfer  directly to the  fiduciary or  institutional  underwriter  of the
     Eligible  Retirement  Plan (if  appropriate  ABA  routing  information  and
     account numbers have been provided).

        (e) Form of Rollover Amounts. All Rollover Amounts shall be delivered to
     the designated  payee thereof in the same form (i.e.,  in cash, in kind, or
     in   combination)  as  such  amounts  would  have  been  delivered  to  the
     Participant,  Beneficiary or Alternate  Payee,  had the same elected not to
     have such amounts treated as a Rollover Amount; except that this Plan shall
     not be obliged to  include  in any  Rollover  Amount any form of asset that
     will not be accepted by the prospective Eligible Retirement Plan. By way of
     non-exclusive  examples,  this Plan will not  deliver as part of a Rollover
     Amount

<PAGE>


     employer  securities  which  cannot  lawfully be  transferred  to or cannot
     lawfully be held by the  prospective  Eligible  Retirement  Plan, nor shall
     this Plan deliver to an individual retirement  arrangement of a distributee
     the distributee's own note for indebtedness to this Plan.

        (f)  Effect  of   Delivery  of  Rollover   Amounts.   Each   prospective
     distributee,  by electing to have any portion of his/her Eligible  Rollover
     Distribution treated as a Rollover Amount, agrees that, upon transmittal as
     instructed  of  the  funds  to  which  such  election  applies,   the  Plan
     Administrator, the Trustee, the Employer and all other persons and entities
     associated  with  the  operation  and  maintenance  of this  Plan  shall be
     released from all duties, obligations,  responsibilities and liabilities in
     connection with the amount so transmitted.  None of the persons or entities
     so released  shall be responsible to see to the crediting or application of
     the funds so transferred.

<PAGE>



                                  ARTICLE XIII

                               PLAN ADMINISTRATION
                               -------------------


     Sec. 13.01 Appointment and Tenure. The Plan Administrator  shall consist of
a committee  of one (1) or more  persons who shall serve at the  pleasure of the
Board. Any committee member may resign by delivering his/her written resignation
to the Employer.  Vacancies  arising by the death,  resignation  or removal of a
committee member shall be filled by the Board. If the Board fails to act, and in
any event,  until the Board so acts, the remaining  members of the committee may
appoint  an  interim  committee  member  to fill any  vacancy  occurring  on the
committee.  If no person has been  appointed to the  committee,  or if no person
remains  on  the  committee,  the  Employer  shall  be  deemed  to be  the  Plan
Administrator.

     Sec.  13.02  Meetings;  Majority  Rule.  Any  and  all  acts  of  the  Plan
Administrator  taken at a meeting  shall be by a majority  of all members of the
committee. The Plan Administrator may act by vote taken in a meeting (at which a
majority of members  shall  constitute a quorum) if all members of the committee
have been given at least ten (10) days'  written  notice of such meeting or have
waived  notice.  The Plan  Administrator  may also act by  majority  consent  in
writing without the formality of convening a meeting.

     Sec. 13.03  Delegation.  The Plan  Administrator  may, by written  majority
decision,  delegate  to  each  or any one of its  number,  or to its  Secretary,
authority to sign any documents on its behalf,  or to perform  ministerial acts,
but no  person  to whom  such  authority  is  delegated  shall  perform  any act
involving the exercise of any discretion without first obtaining the concurrence
of a majority of the members of the committee, even though he/she alone may sign
any document required by third parties.

     The  Plan  Administrator  shall  elect  one  of  its  number  to  serve  as
chairperson  ("Chairperson").  The Chairperson  shall preside at all meetings of
the committee or shall delegate such responsibility to another committee member.
The committee shall elect one person to serve as secretary  ("Secretary") to the
committee.  All  third  parties  may  rely on any  communication  signed  by the
Secretary,   acting  as  such,  as  an  official  communication  from  the  Plan
Administrator.

     Sec.  13.04.  Authority  and  Duties  of the Plan  Administrator.  The Plan
Administrator shall have the following authority and duties:

        (a) to appoint  (and to  dismiss)  such Named  Appeals  Fiduciaries  (as
     defined  below) as are necessary to determine the merits of appeals of each
     denied claim for benefits under this Plan;

        (b) to appoint (and to dismiss) such Participant Loan  Administrators as
     may be required to operate any Participant  loan program offered under this
     Plan;

<PAGE>


        (c) to  maintain  and  preserve  the  records of this Plan  relating  to
     Participants,   Beneficiaries,   Prospective  Beneficiaries  and  Alternate
     Payees;

        (d) to prepare and furnish to Participants,  Beneficiaries,  Prospective
     Beneficiaries  and Alternate  Payees such information and notices as may be
     required  by  law,  by  the  provisions  of  this  Plan,  or by  reason  of
     administrative  policies and  procedures  adopted in  conjunction  with the
     operation of this Plan;

        (e) to collect such data as is required for Plan  operation,  to process
     that data, and to apply, share, communicate, archive and transmit that data
     in  such  manner  and  at  such  times  as  the  Plan  Administrator  deems
     appropriate;

        (f) to  prepare,  file and  publish  such  returns  and  reports  as are
     required of the Plan Administrator under law;

        (g)   to   solicit   from   Participants,   Beneficiaries,   Prospective
     Beneficiaries  and Alternate  Payees,  and their respective  spouses,  such
     elections,   designations,   consents  and  other  instruments  as  may  be
     appropriate to the operation of this Plan;

        (h) to  communicate  the terms and provisions of this Plan, and relevant
     changes therein, to all parties entitled to receive such communications;

        (i) to maintain a location at which documents  relevant to this Plan may
     be examined by persons entitled to examine them;

        (j) to receive service of process against this Plan;

        (k) to initiate legal action on behalf of this Plan;

        (l) to direct  the  Trustee  as to the  purchase  of  contracts  of life
     insurance,  annuity contracts,  methods of benefit payment,  the conduct of
     valuations,  the timing of benefit distributions,  and on all other matters
     where such  direction  is called for under  this Plan or  requested  by the
     Trustee;

        (m) to arrange for bonding, if required by law;

        (n) to provide  and execute (or  delegate to others for  execution)  all
     procedures  necessary  for the proper  conduct of the  affairs of this Plan
     (such  as,  by way of  example  and  not by way of  limitation:  enrollment
     procedures,    participation   waiver   procedures,   benefit   application
     procedures, Participant investment direction procedures, domestic relations
     order validation procedures, etc.), except such procedures as this Plan may
     specifically  determine  to be  exclusively  within the province of a party
     other than the Plan Administrator;

<PAGE>


        (o) to establish a QDRO determination  procedure,  and, pursuant to that
     procedure,  to  determine  whether  any  instrument  served  upon this Plan
     constitutes a QDRO;

        (p) to construe and interpret  the  provisions of this Plan as otherwise
     set forth herein;

        (q) to  determine  the most  appropriate  method by which to correct any
     errors that may occur in the  administration  or operation of this Plan and
     the application of its  provisions,  and to exercise full discretion in the
     implementation or direction of corrective  actions,  as otherwise set forth
     herein; and

        (r) to perform such other duties as may be imposed by law or regulation,
     or directed by the Employer.

     Sec. 13.05 Reporting and Disclosure.  The Plan Administrator shall keep all
individual and group records relating to Plan  Participants,  and Beneficiaries,
and all other  records  necessary  for the proper  operation of this Plan.  Such
records  shall be made  available to the Employer  and to each  Participant  and
Beneficiary for  examination  during business hours except that a Participant or
Beneficiary  shall  examine  only such  records  as pertain  exclusively  to the
examining  Participant  or  Beneficiary  and not  those  records  and  documents
relating to all Participants generally. The Plan Administrator shall prepare and
shall file as required by law or regulation  all reports,  forms,  documents and
other items required by ERISA, the Code, and every other relevant statute,  each
as  amended,  and  all  regulations  thereunder.  This  provision  shall  not be
construed  as  imposing  upon  the  Plan  Administrator  the  responsibility  or
authority  for the  preparation,  preservation,  publication  or  filing  of any
document  required to be  prepared,  preserved or filed by the Trustee or by any
other Named Fiduciary to whom such  responsibilities  are delegated by law or by
this Plan.

     Sec. 13.06  Construction  of this Plan. The Plan  Administrator  shall take
such steps as are  considered  necessary and  appropriate to remedy any inequity
that results from incorrect  information  received or communicated in good faith
or as the consequence of an administrative  error. The Plan Administrator  shall
have the sole and absolute  discretion to interpret  this Plan and shall resolve
all questions arising in the  administration,  interpretation and application of
this Plan. It shall  endeavor to act,  whether by general rules or by particular
decisions,  so as not to discriminate in favor of, or against, any person and so
as  to  treat  all  persons  in  similar  circumstances   uniformly.   The  Plan
Administrator shall correct any defect,  reconcile any inconsistency,  or supply
any omission with respect to this Plan. All such  corrections,  reconciliations,
interpretations  and completions of Plan  provisions  shall be final and binding
upon the parties.

     Sec. 13.07 Engagement of Assistants and Advisers;  Plan Expenses.  The Plan
Administrator  shall  have the right to hire such  professional  assistants  and
consultants  as it,  in its  sole  discretion,  deems  necessary  or  advisable,
including, but not limited to:

<PAGE>


        (a) Investment Managers and/or advisers;

        (b) accountants;

        (c) actuaries;

        (d) attorneys;

        (e) consultants;

        (f) clerical and office personnel; and

        (g) medical practitioners.

The expenses incurred by the Plan Administrator in connection with the operation
of this Plan, including,  but not limited to, the expenses incurred by reason of
the engagement of professional assistants and consultants,  shall be expenses of
this  Plan and  shall be  payable  from  the Fund at the  direction  of the Plan
Administrator.  The Employer shall have the option,  but not the obligation,  to
pay any such expenses, in whole or in part, and by so doing, to relieve the Fund
from the  obligation of bearing such  expenses.  Payment of any such expenses by
the Employer on any occasion  shall not bind the Employer to thereafter  pay any
similar expenses.

     Sec. 13.08 Bonding.  The Plan Administrator  shall arrange for such bonding
as is  required by law,  but no bonding in excess of the amount  required by law
shall be considered required by this Plan.

     Sec. 13.09 Compensation of the Plan  Administrator.  The Plan Administrator
shall serve without  compensation  for its services as such, but all expenses of
the Plan Administrator  shall be paid or reimbursed by the Employer,  and if not
so paid or  reimbursed,  shall be proper  charges to the Trust Fund and shall be
paid therefrom.

     Sec. 13.10  Indemnification of the Plan  Administrator.  Each member of the
committee  constituting  the  Plan  Administrator  shall be  indemnified  by the
Employer  against costs,  expenses and  liabilities  (other than amounts paid in
settlement  to which the  Employer  does not  consent)  reasonably  incurred  by
him/her in  connection  with any action to which he/she may be a party by reason
of his/her  service as Plan  Administrator  except in  relation to matters as to
which  he/she  shall be  adjudged  in such  action to be  personally  liable for
negligence  or willful  misconduct in the  performance  of his/her  duties.  The
foregoing right to indemnification  shall be in addition to such other rights as
the  committee  member  may enjoy as a matter  of law or by reason of  insurance
coverage of any kind, but shall not extend to costs, expenses and/or liabilities
otherwise covered by insurance or that would be so covered by any insurance then
in force if such  insurance  contained a waiver of  subrogation.  Rights granted
hereunder   shall  be  in   addition  to  and  not  in  lieu  of  any  right  to
indemnification  to which the committee  member may be entitled  pursuant to the
by-laws of the Employer.



<PAGE>


Service  on the  committee  as a Plan  Administrator  shall be deemed in partial
fulfillment of the committee  member's  function as an employee,  officer and/or
director of the  Employer,  if he/she  serves in that capacity as well as in the
role of committee member.













<PAGE>


                                  ARTICLE XIV

                            DOMESTIC RELATIONS ORDERS
                            -------------------------


     Sec.  14.01 QDRO  Determination  Procedure.  The Plan  Administrator  shall
establish, and may at any time and from time to time modify, a written procedure
setting forth the process to be followed when a  determination  is to be made as
to whether an  instrument  that has been served on the Plan  Administrator  is a
QDRO. The current  iteration of that procedure is deemed to be  incorporated  as
though  fully set forth herein to the extent such  incorporation  is required by
regulations  promulgated  by  the  Secretary  of  Labor,  the  Secretary  of the
Treasury,  or the delegate of either. A copy of the current  qualified  domestic
relations order  determination  procedure  shall be available  without charge to
Participants,  to prospective  Alternate Payees, and to the respective  personal
representatives of each.

     Sec. 14.02 Status, Rights and Privileges of Alternate Payees.
                ------  ------ --- ---------- -- --------- ------

        (a) General Rule. Except as otherwise  specifically provided by statute,
     regulation or the provisions of Paragraph (b) of this Section, an Alternate
     Payee shall have the status and rights of a Beneficiary under this Plan, to
     the exclusion of all other rights associated with  Participants  under this
     Plan.

        (b)  Exceptions  to General  Rule.  Notwithstanding  the  provisions  of
     Paragraph  (a), each  Alternate  Payee shall have the following  rights and
     privileges to the extent that the same are available to Participants  under
     this Plan:

               (1) The right to direct the manner in which Plan  assets held for
          the Account of such Alternate Payee are invested; and

               (2) The right to select the form in which benefits are to be paid
          and the time at which such benefit payments are to commence.

        (c) Special Conditions Pertaining to Certain Alternate Payees.
            ------- ---------- ---------- -- ------- --------- ------

               (1) If the  interest  of an  Alternate  Payee is less than  fully
          vested at the time of the Alternate Payee's death, the amount, if any,
          payable  by reason of that death  shall be  limited  to the  Alternate
          Payee's  vested  interest  in  this  Plan,  the  balance   becoming  a
          forfeiture on the date of that death.

               (2) If an event occurs that  accelerates a  Participant's  vested
          percentage  to 100%,  the  interest  of the  Alternate  Payee  (if not
          theretofore  at the 100% level) shall be  simultaneously  increased to
          100%.

               (3) Unless otherwise specifically provided in the governing QDRO,
          if the interest of an Alternate  Payee is fully vested and not subject
          by its terms





<PAGE>


          to any  contingency  (such  as,  by way of  example,  survival  of the
          Participant by the Alternate  Payee),  the Alternate Payee may, at any
          time,  apply for and receive a distribution of his/her entire interest
          under this Plan which shall be valued and  distributed  as promptly as
          practicable following the date on which a written application for that
          distribution is received by the Plan Administrator.












<PAGE>



                                   ARTICLE XV

                     ALLOCATION AND LIMITATION OF AUTHORITY
                     --------------------------------------
                           OF FIDUCIARIES AND PERSONS
                           --------------------------
                             WITH MINISTERIAL DUTIES
                             -----------------------

     Sec. 15.01 Authority of the Employer. The Employer shall have the following
(and only the following) authority under this Plan:

        (a) to  determine  all  matters  of  Plan  design,  and,  in  connection
     therewith,  to  amend  this  Plan  pursuant  to the  procedure  more  fully
     described at Section 17.01;

        (b) to  terminate  this  Plan,  pursuant  to the  procedure  more  fully
     described at Section 17.04;

        (c) to cause this Plan to be merged into or with any other  plan(s),  to
     cause this Plan to be consolidated with any other plan(s), and to cause the
     transfer  from or to  this  Plan  of  assets  or  liabilities  (where  such
     transfers are in connection  with the interests of groups of  Participants,
     and not  rollover  transactions  or  fiduciary  to  fiduciary  transfers of
     individual  interests of the type  commonly  associated  with  transfers of
     employment from or to unrelated enterprises);

        (d) to determine which entities other than the Employer,  if any, may be
     included in the definition of  "Employer,"  and the terms and conditions of
     such inclusion;

        (e) to determine when and under what  circumstance  another entity shall
     be substituted for itself as Employer;

        (f) with such other  entities as may constitute  Employer,  to make such
     contributions   as   this   Plan   may   contemplate   as   Employer-source
     contributions;

        (g) to appoint:

               (1)  the Plan Administrator,  and to act as Plan Administrator in
                    the absence of an appointed Plan Administrator,

               (2)  the Trustee (or Trustees),

               (3)  the Named Appeals Fiduciary (or Fiduciaries),

               (4)  one or more Investment Managers, and

<PAGE>



               (5)  such other persons as may have fiducial or ministerial roles
                    in  connection  with  the  operation  of this  Plan  and the
                    management of the assets constituting the Fund;

          provided,  however, that all such appointments shall be subject to the
          provisions of Section 16.05 hereof;

        (h) in respect of each  appointment  made  pursuant to the authority set
     forth in Paragraph (g) hereof, to monitor the performance of such appointee
     according  to any  criteria  determined  by the Employer to be relevant and
     appropriate, and the power to terminate any such appointment;

        (i) to provide such personnel and records to the Plan  Administrator and
     each  Trustee as such  parties may need for the proper  discharge  of their
     respective duties under this Plan;

        (j) to apply for rulings from  administrative  and  regulatory  agencies
     with respect to this Plan,  to comply with all  reporting,  disclosure  and
     registration  requirements  imposed  by  law  upon  the  Employer,  and  to
     participate  in any  audit  of Plan  operations  by any  administrative  or
     regulatory agency; and

        (k) to delegate  to any  person,  persons or  entities,  temporarily  or
     permanently, any or all of its authority and obligation under this Section.

     Sec.  15.02  Authority of the Plan  Administrator.  The Plan  Administrator
shall have such  authority as is allocated to it pursuant to the  provisions  of
Article  XIII.  The Plan  Administrator  shall have the right to delegate to any
person, persons or entity any or all of its authority under Article XIII.

     Sec. 15.03  Authority of the Trustee.  The Trustee shall have the authority
granted to it in the Trust Agreement,  with such rights of delegation,  and such
limitations  on those  rights  of  delegation,  as are  specified  in the  Trust
Agreement (to the extent the rights of delegation,  if any, provided therein are
not in conflict with applicable provisions of law).

     Sec. 15.04 Limitations on Authority of All Fiduciaries.  No Named Fiduciary
shall have  authority  to deal with matters  other than as allocated  under this
Plan or by operation of law, unless such authority is delegated to it by another
fiduciary  having under this  instrument  both the authority,  the delegation of
which is intended,  and the right to delegate that authority.  A Named Fiduciary
shall not in any event be liable  for  breach  of  fiduciary  responsibility  by
another fiduciary (including Named Fiduciaries) if the act or omission deemed to
be a breach of fiduciary  responsibility  by such other fiduciary was not within
the scope of the authority of the subject Named Fiduciary.

<PAGE>


      Sec. 15.05 Prohibition Against Certain Appointments and Delegations.
                 ----------- ------- ------- ------------ --- ------------

        (a) No  person,  persons or entity  shall  knowingly  appoint  any other
     person,  persons or entity (the  "prospective  appointee")  to serve in any
     role with respect to this Plan if such prospective appointee is barred from
     service in that role by operation of Section 411(a) of ERISA;

        (b) No person,  persons or entity shall knowingly delegate any delegable
     authority   under  this  Plan  to  any  person,   persons  or  entity  (the
     "prospective delegate") if such prospective delegate is barred by operation
     of Section 411(a) of ERISA from the exercise of such authority, or would be
     barred by Section 411(a) of ERISA from appointment to the role of the party
     seeking to make the delegation of authority to the prospective delegate;

        (c) No  person,  persons  or  entity  shall  accept  appointment  to any
     position  having  authority  under  this Plan,  nor shall any such  person,
     persons or entity accept a delegation of such  authority  from another,  if
     such appointment or delegation is barred by the provisions of this Section,
     or if such person,  persons or entity is disabled from the exercise of such
     authority by operation of Section 411(a) of ERISA; and

        (d) If, while having any direct or delegated  authority under this Plan,
     the person, persons or entity having such authority cease to be eligible to
     have such  authority by reason of the operation of Section 411(a) of ERISA,
     such person,  persons or entity shall immediately notify the source of such
     authority of such ineligibility, shall resign the position in which service
     is barred, and shall cooperate in all respects to accomplish the transition
     of authority and responsibility to a successor.







<PAGE>



                                  ARTICLE XVI

                 APPLICATION FOR BENEFITS AND CLAIMS PROCEDURES
                 ----------------------------------------------


     Sec. 16.01 Application for Benefits.  Each Participant  and/or  Beneficiary
and/or  Alternate  Payee who believes that he/she is eligible for benefits under
this Plan may apply for such  benefits  by  completing  and filing with the Plan
Administrator  an  application  for  benefits  on a form  supplied  by the  Plan
Administrator.  Before the date on which benefit payments commence,  if payable,
each such application must be supported by such information and data as the Plan
Administrator  deems relevant and  appropriate.  Evidence of age, marital status
(and, in the appropriate  instances,  health,  death or Total  Disability),  and
location of residence shall be required of all applicants for benefits.  Written
notice of the disposition of a claim shall be furnished to the applicant  within
90 days after the application for benefits is filed with the Plan Administrator,
unless  special  circumstances  require an extension of time for  processing the
claim.  If such an extension of time for processing is required,  written notice
of the extension  shall be furnished to the claimant prior to the termination of
the initial 90-day period.  In no event shall such extension  exceed a period of
90 days from the end of such initial period. The extension notice shall indicate
the special  circumstances  requiring an extension of time and the date by which
the Plan Administrator expects to render the final decision.

     Sec.  16.02 Appeals of Denied  Claims for  Benefits.  In the event that any
claim for benefits is denied in whole or in part, the  Participant,  Beneficiary
or  Alternate  Payee  whose  claim has been so denied  shall be notified of such
denial in writing by the Plan  Administrator.  The notice advising of the denial
shall  specify the reason or reasons  for denial,  make  specific  reference  to
pertinent  Plan  provisions,  describe any  additional  material or  information
necessary for the claimant to perfect the claim (explaining why such material or
information  is needed),  and shall advise the claimant of the procedure for the
appeal of such denial,  including a statement of the claimant's right to bring a
civil  action  under  Section  502(a)  of ERISA  following  an  adverse  benefit
determination on review. All appeals shall be made by the following procedure.

        (a) The Participant, Beneficiary or Alternate Payee whose claim has been
     denied  shall file with the Plan  Administrator  a notice of  appeal.  Such
     notice shall be filed within  sixty (60) days of  notification  by the Plan
     Administrator  of claim  denial,  shall be made in  writing,  and shall set
     forth all of the facts upon which the appeal is based.  Appeals  not timely
     filed shall be barred.

        (b) The Plan Administrator  shall, within thirty (30) days of receipt of
     the  claimant's  notice of appeal,  establish  a hearing  date on which the
     claimant (or his/her attorney or other authorized  representative) may make
     an oral  presentation to the Named Appeals  Fiduciary in support of his/her
     appeal. The claimant (or claimant's representative) shall have the right to
     submit written or oral evidence and argument in

<PAGE>


     support of his/her claim at such hearing.  The claimant  shall be given not
     less than ten (10)  days'  notice of the date set for the  hearing.  At the
     hearing (or prior thereto upon five (5) business  days'  written  notice to
     the Plan Administrator),  the claimant (or claimant's representative) shall
     have an opportunity to review all documents, records, and other information
     which are  relevant  to the claim at issue and to  receive  copies  thereof
     without charge.

        (c) The  Named  Appeals  Fiduciary  shall  consider  the  merits  of the
     claimant's  written  and oral  presentations,  the  merits  of any facts or
     evidence  in support of the denial of  benefits,  and such other  facts and
     circumstances  as the Named Appeals  Fiduciary shall deem relevant.  If the
     claimant elects not to make an oral  presentation,  such election shall not
     be deemed  adverse to his/her  interest,  and the Named  Appeals  Fiduciary
     shall  proceed  as set forth  below as though an oral  presentation  of the
     contents of the claimant's written presentation had been made.

        (d) The Named  Appeals  Fiduciary  shall render a  determination  within
     sixty  (60) days of the  receipt of the  appeal  (unless  there has been an
     extension  of no more than sixty  (60) days due to  special  circumstances,
     provided that the delay and the special  circumstances  occasioning  it are
     communicated  to the  claimant  in writing  within the first sixty (60) day
     period).  That  determination  shall be accompanied by a written  statement
     presented in a manner calculated to be understood by the claimant and shall
     include specific reasons for the determination  and specific  references to
     the pertinent  Plan  provisions on which the  determination  is based and a
     statement of the  claimant's  right to bring a civil  action under  Section
     502(a) of ERISA.  The  determination  so rendered shall be binding upon all
     parties.  The Plan  Administrator  shall provide such access to, and copies
     of,  documents,  records and other  information  relevant to the claimant's
     claim for benefits.

     Sec. 16.03  Appointment of the Named Appeals  Fiduciary.  The Named Appeals
Fiduciary  shall be the person or  persons  named as such by the Board or, if no
such  person or persons be named,  then the person or persons  named by the Plan
Administrator as the Named Appeals Fiduciary.  Named Appeals  Fiduciaries may at
any time be removed by the Board,  and any Named Appeals  Fiduciary named by the
Plan Administrator may be removed by the Plan  Administrator.  All such removals
may be with or without  cause and shall be  effective  on the date stated in the
notice of removal.  The Named  Appeals  Fiduciary  shall be a "Named  Fiduciary"
within  the  meaning  of  ERISA,   and,  unless  appointed  to  other  fiduciary
responsibilities,  shall have no authority,  responsibility,  or liability  with
respect to any matter other than the proper  discharge  of the  functions of the
Named Appeals Fiduciary as set forth herein.

<PAGE>


                                  ARTICLE XVII

                            AMENDMENT AND TERMINATION
                            -------------------------

     Sec. 17.01  Amendment.  This Plan may be amended at any time, and from time
to time, by action of the Board.  Each entity  constituting  the Employer hereby
delegates to the Board and its delegates the full  authority to act in its stead
and on its behalf with respect to amendment of this Plan and the  instrument  or
instruments establishing the Trust associated with this Plan; provided, however,
that:

        (a) no amendment  shall  increase the duties or  liabilities of the Plan
     Administrator or of the Trustee without the consent of that party;

        (b) no amendment  shall deprive any  Participant  or  Beneficiary of any
     benefit which is (1) accrued as of the effective date of such amendment, or
     (2)  which,  with  respect  to  such  accrued  benefit,   is  a  condition,
     characteristic  or feature then  constituting a "protected  benefit" within
     the meaning of Section  411(d)(6)  of the Code,  by  applicable  regulatory
     agency authority; and

        (c) no  amendment  shall  provide for the use of funds or assets held to
     provide benefits under this Plan other than for the benefit of Participants
     and their  respective  Beneficiaries  and  Alternate  Payees or to meet the
     administrative  expenses  of  this  Plan,  except  as may  be  specifically
     authorized by statute or regulation.

     The power to amend this Plan shall reside  exclusively  in the Board of the
Employer;  except  that the  Board  shall  have the  right  to  delegate  to any
fiduciary  responsible  under  this Plan for  promulgating  procedures  that are
deemed by law or  regulation  to constitute a part of this Plan the authority to
amend, modify, suspend, replace and revoke, at any time and in whole or in part,
such  procedures as the subject  fiduciary has the authority to promulgate.  Any
action  taken by a  fiduciary  pursuant  to,  and  within  the  scope  of,  such
delegation shall be deemed an effective  amendment of the subject procedure (and
thus of this Plan) to the same  extent as though  such  action had been taken by
the Board or its  delegate.  No  amendment  by a fiduciary  of a procedure  that
constitutes  a part of this Plan  shall be given an  effect  that  violates  the
limitations on Plan amendment imposed herein with respect to amendments  adopted
by the Board or its delegate.

     Notwithstanding  the  foregoing,  (1) any amendment  necessary to initially
qualify this Plan under  Section  401(a) of the Code, or to qualify any specific
feature  of this  Plan  under  Sections  or  Subsections  of  ERISA  or the Code
specifically  applicable  to such  feature,  may be  made  without  the  further
approval of the Board [of the Primary Employer] if signed by the proper officers
of the Employer,  and (2) amendment by an authorized  fiduciary of any procedure
that constitutes a part of this Plan may be made without further approval of the

<PAGE>


Board or its delegate if published by the fiduciary having the authority to make
such amendment in the form of a notice,  announcement  or procedure,  or similar
communication.

     Sec. 17.02 Adoption by Additional Entities. This Plan may be adopted by one
or more entities not previously constituting the Employer by action of the Board
(or corresponding  governing body) of such entity;  except that no such adoption
shall  be  effective  until  consented  to in  writing  by the  Board.  Any such
adoption,  the joinder of the adopting  entity in the Trust,  and the consent of
the Board shall be evidenced  by such  documentation  as the Plan  Administrator
deems appropriate.

     Sec.  17.03  Withdrawal  from  Sponsorship.  Any  entity  constituting  the
Employer  may  withdraw  from  sponsorship  of this  Plan,  but  only  upon  the
establishment  of such  measures as the Plan  Administrator  deems  necessary to
protect the interests of the Participants  adversely affected by such withdrawal
and their  respective  Beneficiaries,  Prospective  Beneficiaries  and Alternate
Payees.  Withdrawal by an entity from Employer  status shall not be construed as
resulting in either a whole or partial termination of this Plan.

     Sec. 17.04 Plan Termination.
                ---- -----------

        (a) Right  Reserved.  While it is the  Employer's  intention to continue
     this Plan indefinitely in operation,  the right is, nevertheless,  reserved
     to  completely  or  partially  terminate  this  Plan.  Complete  or partial
     termination of this Plan shall result in full and immediate vesting in each
     affected  Participant of the entire amount credited to his/her Account, and
     there shall not  thereafter  be any  forfeitures  with  respect to any such
     affected Participant for any reason. Plan termination shall be effective as
     of the date specified by resolution of the Board, subject,  however, to the
     provisions of Section 17.06 hereof.

        (b) Effect on Retired Persons,  Etc. Termination of this Plan shall have
     no effect upon payment of installments and benefits to former Participants,
     their  Beneficiaries,  their  Alternate  Payees  and their  estates,  whose
     benefit  payments  commenced prior to Plan  termination.  The Trustee shall
     retain sufficient assets to complete any such payments,  and shall have the
     right,  upon direction by the Employer,  to purchase  annuity  contracts to
     assure the completion of such payments or to pay the value of the remaining
     payments in a single-sum distribution.

        (c) Effect on Remaining  Participants.  The Employer  shall instruct the
     Trustee  either (1) to continue to manage and  administer the assets of the
     Trust  Fund  for the  benefit  of the  Participants  and  their  respective
     Beneficiaries  and Alternate Payees pursuant to the terms and provisions of
     the Trust  Agreement,  or (2) to pay over to each  Participant  (and former
     Participant),  or his/her  Beneficiary or Alternate Payee (to the extent of
     such Alternate Payee's interest), the value of his/her vested interest, and
     to thereupon dissolve the Trust Fund.

<PAGE>


     Sec. 17.05 Complete Discontinuance of Employer  Contributions.  While it is
the Employer's intention to make substantial and recurring  contributions to the
Trust Fund pursuant to the provisions of this Plan, the right is,  nevertheless,
reserved to at any time  completely  discontinue  Employer  contributions.  Such
complete  discontinuance  shall be  established  by  resolution of the Board and
shall have the  effect of a  termination  of this Plan,  as set forth in Section
18.04,  except that the Trustee  shall not have the  authority  to dissolve  the
Trust Fund except  upon  adoption  of a further  resolution  by the Board to the
effect  that this Plan is  terminated  and upon  receipt  from the  Employer  of
instructions to dissolve the Trust Fund pursuant to Section 18.04(c) hereof.

     Sec. 17.06  Suspension of Employer  Contributions.  The Employer shall have
the right at any time, and from time to time, to suspend Employer  contributions
to the Trust Fund in accordance with the provisions  relating to funding waivers
and variances set forth in ERISA and regulations issued thereunder.

     Sec. 17.07 Mergers and  Consolidations of Plans. In the event of any merger
or consolidation  with, or transfer of assets or liabilities to, any other plan,
each  Participant  shall  have a benefit in the  surviving  or  transferee  plan
(determined as if such plan were then terminated  immediately after such merger,
consolidation  or transfer)  that is equal to or greater than the benefit he/she
would  have  been   entitled  to  receive   immediately   before  such   merger,
consolidation  or transfer in this Plan in which  he/she was then a  Participant
(had such Plan been terminated at that time).  For the purposes  hereof,  former
Participants and Beneficiaries shall be considered Participants.  This provision
is not intended to apply to a direct transfer  constituting an Eligible Rollover
Distribution.








<PAGE>


                                 ARTICLE XVIII

                            MISCELLANEOUS PROVISIONS
                            ------------- ----------

           Sec. 18.01 Nonalienation of Benefits.
                      ------------- -- ---------

        (a) General Rule.  Except as provided in Section  18.01(b),  none of the
     payments,  benefits or rights of any Participant,  Beneficiary or Alternate
     Payee shall be subject to any claim of any creditor, and, in particular, to
     the fullest extent permitted by law, all such payments, benefits and rights
     shall be free from attachment, garnishment, trustee's process, or any other
     legal or equitable  process  available to any creditor of such Participant,
     Beneficiary or Alternate Payee. Other than as provided in Section 18.01(b),
     no  Participant,  Beneficiary  or  Alternate  Payee shall have the right to
     alienate,  anticipate,  commute,  pledge,  encumber  or  assign  any of the
     benefits or payments  which he/she may expect to receive,  contingently  or
     otherwise,  under this Plan,  except the right to  designate a  Prospective
     Beneficiary or Prospective Beneficiaries as hereinabove provided.

        (b) Exceptions. The following shall not be precluded by the operation of
     Paragraph (a) hereof:

               (1) Compliance with the provisions and conditions of any QDRO;

               (2) the withholding of income taxes from  distributions  (whether
          by legal mandate or by election of the  prospective  distributee)  and
          transmittal of the amounts so withheld to  appropriate  tax collection
          authorities;

               (3) the pledge by a borrower from this Plan (and  foreclosure  on
          the  pledged  amount by the lender or other  holder of the  borrower's
          debt  obligation)  of any portion of his/her  interest in this Plan as
          security for the repayment of the amount borrowed, interest payable in
          respect thereto, and costs and expenses associated therewith;

               (4) any  arrangement for recovery by this Plan of overpayments of
          benefits  previously  made to or for the benefit of the Participant or
          other person with respect to whom such arrangement applies;

               (5) transfer of any eligible  rollover  distribution  Amount from
          this Plan to any other benefit plan qualified  under Section 401(a) of
          the Code or to an individual retirement arrangement  established under
          Section 408 of the Code;

               (6) direct deposit  arrangements  with respect to benefits if the
          direct deposits authorized by such arrangement is to an account of the
          payee (or a

<PAGE>


          joint  account  of the payee and  his/her  spouse)  at a bank or other
          financial institution;

               (7) any assignment or alienation of benefits in pay status to the
          extent  that  such  assignment  or  alienation  (i) is  voluntary  and
          revocable,  (ii) is not for the  purpose  of,  nor has the  effect of,
          defraying Plan administration costs; and (iii) does not, when combined
          with all other such  assignments in the aggregate,  exceed ten percent
          (10%) of any benefit payment;

               (8) any  assignment  to the  Employer if (i) such  assignment  is
          revocable  at any  time,  and (ii) the  Employer  files  with the Plan
          Administrator  a written  acknowledgment  meeting the  requirements of
          Treas. Reg. ss.1.401(a)-13(e)(2) (or a successor regulation of similar
          purpose);

               (9) the  enforcement  of a  federal  tax levy  made  pursuant  to
          Section 6331 of the Code or the  collection  by the United States on a
          judgment resulting from an unpaid tax assessment; and

               (10) any  judgments,  orders and decrees  issued and  settlements
          entered into on or after August 5, 1997.

     Sec. 18.02 No Contract of  Employment.  Neither the  establishment  of this
Plan,  nor any  modification  thereof,  nor the  creation of any fund,  trust or
account,  nor the  payment  of any  benefits  shall be  construed  as giving any
Participant or Employee,  or any person, the right to be retained in the service
of the Employer,  and all  Participants and other Employees shall remain subject
to discharge to the same extent as if this Plan had never been adopted.

     Sec. 18.03 Severability of Provisions.  If any provision of this Plan shall
be held invalid or unenforceable,  such invalidity or unenforceability shall not
affect  any other  provisions  hereof,  and this  Plan  shall be  construed  and
enforced as if such provisions had not been included.

     Sec. 18.04 Heirs, Assigns and Personal Representatives.  This Plan shall be
binding upon the heirs, executors, administrators, successors and assigns of the
parties, including each Participant and Beneficiary, present and future, and all
Alternate Payees persons for whose benefit there exists any QDRO with respect to
any Participant  (except that no successor to the Employer shall be considered a
Plan sponsor unless that successor adopts this Plan).

     Sec. 18.05 Retention of Tax Qualified Status.  While it is the intention of
the  Employer  at the time of  establishment  of this  Plan  that  this  Plan be
qualified  within  the  meaning of  Section  401(a) of the Code,  conduct by any
fiduciary,  by the Employer,  by the Plan  Administrator,  or by any other party
associated  with the  operation  of this  Plan that  results  in a denial of tax
qualified  status  (or  a  corresponding   denial  to  the  Trust  Fund  or  any
Participant,  Beneficiary or Alternate  Payee of any or all of the favorable tax
consequences  associated with tax qualified  status) shall not be deemed to be a
breach of fiduciary duty. The

<PAGE>


tax  qualified  status of this Plan  shall not be deemed of the  essence of this
Plan,  nor shall  securing  the special tax  consequences  associated  with that
status be deemed a purpose of this Plan. The tax  consequences  of any denial of
qualified  status shall not be a basis upon which either this Plan or any person
having an interest therein shall be entitled to a recovery against the person or
entity  whose  conduct  is  determined  to have  resulted  in  such  loss of tax
qualified status.

     Sec.  18.06  Headings and  Captions.  The headings and captions  herein are
provided for reference and  convenience  only,  shall not be considered  part of
this Plan, and shall not be employed in the construction of this Plan.

     Sec. 18.07 Gender and Number.  Except where otherwise  clearly indicated by
context, the masculine and the neuter shall include the feminine and the neuter,
the singular shall include the plural, and vice-versa.

     Sec.  18.08  Controlling  Law.  This Plan shall be  construed  and enforced
according  to the laws of the  Commonwealth  of  Pennsylvania  to the extent not
preempted by Federal law, which shall otherwise control.

     Sec. 18.09 Funding Policy. The Plan Administrator, in consultation with the
Employer,  shall  establish  and  communicate  to the  Trustee a funding  policy
consistent with the objectives of this Plan and of the corresponding Trust Fund.
Such  policy  will be in writing  and shall  have due  regard  for the  emerging
liquidity  needs of the Fund.  Such funding  policy shall also state the general
investment   objectives  of  the  Trust  Fund  and  the  philosophy  upon  which
maintenance of this Plan is based.

     Sec. 18.10 Title to Assets. No Participant,  Beneficiary or Alternate Payee
shall  have any right to, or  interest  in,  any  assets of the Trust  Fund upon
termination of his/her employment or otherwise,  except as provided from time to
time under this Plan, and then only to the extent of the benefits  payable under
this  Plan to such  Participant  or out of the  assets of the  Trust  Fund.  All
payments of benefits as provided  for in this Plan shall be made from the assets
of the Trust Fund, and neither the Employer nor any other person shall be liable
therefor in any manner.

     Sec.  18.11  Payments to Minors,  Etc.  Any  benefit  payable to or for the
benefit  of a  minor,  an  incompetent  person  or  other  person  incapable  of
receipting  therefor shall be deemed paid when paid to such person's guardian or
to the party  providing or reasonably  appearing to provide for the care of such
person,   and  such  payment  shall  fully  discharge  the  Trustee,   the  Plan
Administrator, the Employer and all other parties with respect thereto.

     Sec.  18.12 Lost Payees.  A benefit  shall be deemed  forfeited if the Plan
Administrator  is unable to locate a Participant  or Beneficiary to whom payment
is due, provided,  however,  that such benefit shall be reinstated if a claim is
made by the  Participant,  Beneficiary  or  Alternate  Payee  for the  forfeited
benefit.

<PAGE>



     Sec. 18.13 Reliance on Data and Consents.  The Employer,  the Trustee,  the
Plan  Administrator,  all  fiduciaries  with respect to this Plan, and all other
persons or entities  associated  with the operation of this Plan, the management
of its assets, and the provision of benefits thereunder,  may reasonably rely on
the truth, accuracy and completeness of all data provided by the Participant and
his/her Beneficiaries and Alternate Payees, including,  without limitation, data
with respect to age, health and marital status.  Furthermore,  the Employer, the
Trustee,  the Plan  Administrator  and all fiduciaries with respect to this Plan
may reasonably rely on all consents,  elections and designations filed with this
Plan or those  associated with the operation of this Plan and its  corresponding
Trust Fund by any Participant, the spouse of any Participant, any Beneficiary or
Alternate  Payee of any  Participant,  or the  representatives  of such  persons
without duty to inquire into the  genuineness  of any such consent,  election or
designation.  None of the aforementioned persons or entities associated with the
operation  of this Plan,  its assets and the benefits  provided  under this Plan
shall have any duty to inquire into any such data, and all may rely on such data
being current to the date of reference,  it being the duty of the  Participants,
spouses of Participants and  Beneficiaries to advise the appropriate  parties of
any change in such data.

     Sec.  18.14  USERRA.  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 Section 414(u) of the Code.

     Sec. 18.15 Missing  Spouses.  If a Participant  certifies in writing to the
Plan Administrator that he/she is unable to locate his/her spouse after diligent
effort to do so, and if the Plan Administrator, having written to such spouse at
the  address at which such  spouse was last known to the  Participant  or to the
Plan Administrator to have resided (or to the said spouse's legal representative
if the Plan  Administrator  has been  advised  of the  existence  of such  legal
representative),  receives no timely response that can reasonably be expected to
result in the location of such spouse,  the  Participant  shall be treated as an
unmarried person for the purposes of this Plan until such time as such spouse is
located  and  the  whereabouts  of  such  spouse  are  made  known  to the  Plan
Administrator. Upon the location of a formerly missing spouse, such spouse shall
have  rights only to the extent  that this Plan so  provides,  and shall have no
rights whatsoever with respect to amounts  distributed to the Participant or any
other party during the period that the location of the spouse was unknown to the
Plan Administrator.

     Sec. 18.16  Counterpart  Instruments.  This Plan  instrument and amendments
thereto may be executed in several  counterparts,  each of which shall be deemed
an original.  As to this Plan  instrument and as to the instruments of amendment
thereto,  the counterparts of the respective  instruments  shall be considered a
single  instrument,  which may be  sufficiently  evidenced  by one  counterpart.
Further,  each  amendment  to this  Plan  shall be deemed  to have  amended  all
counterpart  Plan  instruments,  and if applicable,  all  counterparts  of prior
amendments.

<PAGE>


     IN WITNESS WHEREOF,  and as evidence of the adoption of the foregoing as an
amendment and restatement of this Plan set forth herein, the Employer has caused
the  same to be  executed  by its  duly  authorized  officers  this  19th day of
December, 2002.


ATTEST:                                            NAZARETH NATIONAL BANK AND
                                                   TRUST COMPANY


By:  /S/ Joy A. Betz                         By:  /S/   Scott V. Fainor
     ------------------                           ----------------------
         Secretary                                       President

<PAGE>


                    NAZARETH NATIONAL BANK AND TRUST COMPANY
                          EMPLOYEE STOCK OWNERSHIP PLAN
                      (Restated, Effective January 1, 1997)

                                 AMENDMENT NO. 1
                                 ---------------


     Nazareth  National Bank and Trust Company,  a national bank,  hereby adopts
this  amendment to the Nazareth  National Bank and Trust Company  Employee Stock
Ownership Plan ("Plan").  This amendment is adopted pursuant to Section 17.01 of
the Plan.

               1.  Section  1.16  of the  Plan  is  hereby  amended  to add  the
          following subsection (f):

                    "(f) Increase in  Compensation  Limit.  Notwithstanding  any
               provision of this Plan to the contrary,  the annual  compensation
               of each Participant taken into account in determining allocations
               for any Plan Year beginning  after  December 31, 2001,  shall not
               exceed  $200,000,  as adjusted  for  cost-of-living  increases in
               accordance  with  Section   401(a)(17)(B)  of  the  Code.  Annual
               compensation  means  Compensation  during  the Plan  Year or such
               other  consecutive  12-month  period over which  Compensation  is
               otherwise determined under this Plan (the determination  period).
               The  cost-of-living  adjustment  in effect  for a  calendar  year
               applies to annual compensation for the determination  period that
               begins with or within such calendar year."

               2. Effective as of the Restatement  Effective Date,  Section 2.01
          of the Plan is hereby amended and restated as follows:

                  " Initial  Eligibility.  Every  Eligible  Class Employee shall
                  become a Participant on the Entry Date coincident with or next
                  following  the date on which he/she  completes one (1) Year of
                  Service.  Notwithstanding  the  foregoing,  no person shall be
                  admitted as a  Participant  if he/she is no longer an Employee
                  on the Entry  Date as of which  he/she  would  otherwise  have
                  become a Participant."

               3.  Article  IV of the  Plan is  hereby  amended  by  adding  the
          following Sections to the end thereof:

                 "Section 4.07 Modification of Top-Heavy Rules.
                               ------------ -- --------- ------


                   (a) Effective  Date. This Section shall apply for purposes of
     determining  whether this Plan is a top-heavy  plan under Section 416(g) of
     the Code for Plan Years beginning after December 31, 2001, and whether this
     Plan satisfies the minimum benefits requirements of Section 416(c) of

<PAGE>

     the Code for such years.


        (b) Determination of Top-Heavy Status.
            ------------- -- ----------------


               (1) Key  Employee.  Key  Employee  means any  Employee  or former
          Employee  (including any deceased Employee) who at any time during the
          Plan Year that includes the  Determination  Date was an officer of the
          Employer having annual compensation greater than $130,000 (as adjusted
          under  Section  416(i)(1) of the Code for Plan Years  beginning  after
          December  31,  2002),  a  5-percent  owner of the  Employer,  or a one
          percent owner of the Employer having annual  compensation of more than
          $150,000.  For this purpose,  annual  compensation  means compensation
          within the meaning of Section 415(c)(3) of the Code. The determination
          of who is a Key  Employee  will  be made in  accordance  with  Section
          416(i)(1)  of the  Code  and  the  applicable  regulations  and  other
          guidance of general applicability issued thereunder.



               (2)  Determination of Present Values and Amounts.  This Paragraph
          (b)(2) shall apply for purposes of  determining  the present values of
          accrued  benefits and the amounts of Account  balances of Employees as
          of the Determination Date.



                         (i)   Distributions   During   Year   Ending   on   the
                    Determination  Date. The present values of accrued  benefits
                    and 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 this Plan and any
                    plan  aggregated  with this Plan under Section  416(g)(2) of
                    the  Code   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 this Plan
                    under Section 416(g)(2)(A)(i) of the Code. In the  case of

                                      -2-

<PAGE>


                    a distribution  made for a reason other than separation from
                    service,  death,  or  disability,  this  provision  shall be
                    applied  by  substituting  "five-year  period"  for  "1-year
                    period."



                         (ii)  Employees  Not  Performing  Services  During Year
                    Ending on the  Determination  Date. The accrued benefits and
                    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.



               (3) Minimum  Benefits/Matching  Contributions.  Employer matching
          contributions  shall be taken into account for purposes of  satisfying
          the minimum contribution requirements of Section 416(c)(2) of the Code
          and this Plan.  The  preceding  sentence  shall apply with  respect to
          matching  contributions under this Plan or, if this Plan provides that
          the minimum  contribution  requirement  shall be met in another  plan,
          such other  plan.  Employer  matching  contributions  that are used to
          satisfy  the  minimum  contribution  requirements  shall be treated as
          matching   contributions  for  purposes  of  the  actual  contribution
          percentage test and other requirements of Section 401(m) of the Code.



             (c) Contributions  Under Other Plans. The Employer may provide that
     the minimum  benefit  requirement  shall be met in another plan  (including
     another plan that consists solely of a cash or deferred  arrangement  which
     meets the  requirements  of  Section  401(k)(12)  of the Code and  matching
     contributions  with respect to which the requirements of Section 401(m)(11)
     of the Code are met).



          Section 4.08 Additional Modification of Top-Heavy Rules. The top-heavy
requirements  of Section  416 of the Code and  Article IV of this Plan shall not
apply in any year beginning after December 31, 2001, in which this Plan consists
solely of a cash or deferred arrangement which meets the requirements of Section


                                      -3-

<PAGE>


     401(k)(12) of the Code and matching contributions with respect to which the
     requirements of Section 401(m)(11) of the Code are met."



          3.  Section  6.06(f)  of the Plan is  hereby  amended  by  adding  the

following unnumbered paragraph after the first paragraph thereof:

               "For purposes of the definition of compensation  set forth above,
          amounts  under Code Section 125 include any amounts not available to a
          Participant  in cash in lieu of  group  health  coverage  because  the
          Participant  is unable to certify  that  he/she has other  health plan
          coverage.  An amount will be treated as an amount  under Code  Section
          125 only if the  Employer  does not  request  or  collect  information
          regarding  the  Participant's  other  heath  coverage  as  part of the
          enrollment  process for the health plan. This subparagraph shall apply
          to Plan Years and limitation  years  beginning on and after January 1,
          1998."



          4. Article XII of the Plan is hereby  amended by adding the  following

Sections to the end thereof:

                  "Section 12.08  Direct Rollovers of Plan Distributions.
                                  ------ -------- --- ---- --------------


                         (a)  Effective   Date.  This  Section  shall  apply  to
                    distributions made after December 31, 2001.



        (b) Modification of Definition of Eligible Retirement Plan. For purposes

of the direct  rollover  provisions  in Article  XII of this Plan,  an  Eligible

Retirement Plan shall also mean an annuity contract  described in Section 403(b)

of the Code and an  eligible  plan  under  Section  457(b) of the Code  which is

maintained  by a state,  political  subdivision  of a state,  or any  agency  or

                                      -4-

<PAGE>


instrumentality of a state or political  subdivision of a state and which agrees

to separately account for amounts transferred into such plan from this Plan. The

definition  of  Eligible  Retirement  Plan  shall  also  apply  in the case of a

distribution to a surviving  spouse,  or to a spouse or former spouse who is the

Alternate Payee under a qualified domestic relation order, as defined


                           "Section  12.09  Minimum  Distribution  Requirements
                                            -------  ------------  ------------
         (Section 401(a)(9) Final and Temporary Regulations (2002)).
          ----------------  ----- --- --------- ----------- -------


                         (a) General Rules.
                             ------- -----

                             (1) Effective  Date. The provisions of this Section
                    shall apply for  purposes of  determining  required  minimum
                    distributions  for calendar  years  beginning  with the 2003
                    calendar  year.  The provisions of this Section shall not be
                    construed  as  establishing  an optional  form of benefit or
                    require  the  purchase  of an  annuity  if such  form is not
                    otherwise provided under the terms of this Plan.

                                (2) Precedence. The requirements of this Section
                    shall take  precedence over any  inconsistent  provisions of
                    this Plan.



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


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




                                      -5-
<PAGE>


       (b)  Time and Manner of Distribution.
            --------------------------------


          (1) Required  Beginning Date. A Participant's  entire interest will be
     distributed,  or begin to be distributed,  to the Participant no later than
     the Participant's Required Beginning Date.

               (2) Death Before Date Distributions Begin.
                   ----- ------ ---- ------------- ------

                    (i)  Participant  Survived by Designated  Beneficiary.  If a
               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 Paragraph (d)(1).



                    (ii) No Designated Beneficiary. If a 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  (5th)  anniversary  of the  Participant's
               death.



                    (iii) Death of  Surviving  Spouse  Before  Distributions  to
               Surviving  Spouse Are Required to Begin.  If a  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  Subparagraph  (b)(2)(i),  this
               Subparagraph  (d)(2) will apply as if the  surviving  Spouse were
               the Participant.



          (iv)  Applicability  of   Life-Expectancy   Rule.  The  provisions  of
          Subparagraphs  (d)(2) (i) and (iii) shall apply if the  provisions  of
          this Plan (or the optional form of benefit  provisions of a transferor
          plan that are required to be preserved in this Plan)

                                      -6-
<PAGE>


          provide that if a Participant  dies before  distributions  begin,  the
          Participant's  interest may be distributed  using the life  expectancy
          rule. If the provisions of  Subparagraphs  (d)(2) (i) and (iii) do not
          apply, the Participant's interest mu


         Except as specifically  noted otherwise,  this amendment of the Plan is

adopted to reflect  certain  provisions  of the  Economic  Growth and Tax Relief

Reconciliation Act of 2001 ("EGTRRA").  This amendment is intended as good faith

compliance with the  requirements of EGTRRA and is to be construed in accordance

with EGTRRA and guidance issued thereunder.  Except as otherwise provided,  this

amendment  shall be  effective  as of the first  day of the Plan Year  beginning

after December 31, 2001.

          7. This  amendment  shall  supersede the provisions of the Plan to the
extent those provisions are inconsistent with the provisions of this amendment.

     IN WITNESS WHEREOF, and as evidence of the adoption of this amendment,  the
Employer has caused the same to be executed by its duly authorized officers this
19th day of December, 2002.

ATTEST:                                     NAZARETH NATIONAL BANK AND TRUST
                                            COMPANY



/S/   Joy A. Betz                       By:   /S/   Scott V. Fainor
---------------------------------           ------------------------------------
      Secretary                               Scott V. Fainor, President & CEO




                                      -7-