Exhibit 10.33

                           OMEGA FINANCIAL CORPORATION

                          EMPLOYEE STOCK OWNERSHIP PLAN

                      (Restated, Effective January 1, 1997)

                                TABLE OF CONTENTS

                                                                          PAGE
                                                                          ----

ARTICLE I      DEFINITIONS..................................................1

ARTICLE II     PARTICIPATION ELIGIBILITY...................................21

ARTICLE III    EMPLOYER CONTRIBUTIONS......................................23

ARTICLE IV     TOP-HEAVY PLAN PROVISIONS...................................28

ARTICLE V      PARTICIPANT CONTRIBUTIONS...................................35

ARTICLE VI     ALLOCATION OF CONTRIBUTIONS.................................37

ARTICLE VII    ADMINISTRATIVE PROVISIONS...................................45

ARTICLE VIII   RETIREMENT AND DISABILITY BENEFITS..........................62

ARTICLE IX     DEATH BENEFITS..............................................63

ARTICLE X      VESTING PROVISIONS..........................................69

ARTICLE XI     IN-SERVICE BENEFITS.........................................72

ARTICLE XII    FORM AND TIMING OF BENEFIT DISTRIBUTIONS....................73

ARTICLE XIII   PLAN ADMINISTRATION.........................................84

ARTICLE XIV    DOMESTIC RELATIONS ORDERS...................................89

ARTICLE XV     ALLOCATION AND LIMITATION OF AUTHORITY OF
               FIDUCIARIES AND PERSONS WITH MINISTERIAL DUTIES.............91

ARTICLE XVI    APPLICATION FOR BENEFITS AND CLAIMS PROCEDURES..............94

ARTICLE XVII   AMENDMENT AND TERMINATION...................................97

ARTICLE XVIII  MISCELLANEOUS PROVISIONS...................................100


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                           OMEGA FINANCIAL CORPORATION

                          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 (a) for Plan
Years beginning on and after January 1, 2002, as closely following the event
requiring such valuation as the Plan Administrator reasonably deems practical,
and (b) for Plan Years beginning prior to January 1, 2002, coincided with or
immediately preceding the event requiring such valuation as the Plan
Administrator reasonably deems practicable. However, 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 the following
subaccounts as may exist for the Participant: his/her Company Stock Subaccount,
his/her Other Assets Subaccount and his/her Restoration 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. 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.

<PAGE>

      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.

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

      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 being deemed to have been credited to
the Eligibility and Vesting Computation Periods in which such absence begins if
necessary to


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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 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, which is any of:

                  (a) common stock which is readily tradeable on an established
            securities market, or if no such common stock exists, common stock
            having a combination of voting power and dividend rights equal to,
            or superior to, (1) that class of common stock of the Primary
            Employer or controlled group related corporation having the greatest
            voting power and (2) that class of common stock of the Primary
            Employer or controlled group related corporation having the greatest
            dividend rights, or

                  (b) preferred stock 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, is also Company Stock if:

                        (1) the shares are convertible at any time into shares
                  of common stock of the same issuer, which common stock is (i)
                  readily tradeable on an established securities market, or (ii)
                  if no such common stock exists, the shares have a combination
                  of voting power and dividend rights equal to, or in excess of,
                  (A) that class of common stock of the issuer having the
                  greatest voting power, and (B) that class of common stock of
                  the issuer having the greatest dividend rights;

                        (2) the conversion price of the preferred stock, at the
                  time of acquisition by this Plan, is reasonable; and

                        (3) the preferred stock is noncallable, or, if callable,
                  affords this Plan a reasonable opportunity for conversion
                  after the call.


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      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.

                  (b) Amounts Excluded.

                        (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, 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


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<PAGE>

            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 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. In addition to other
            applicable limitations set forth in this Plan, and notwithstanding
            any other provision of this Plan to the contrary, 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 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.

      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 one thousand
                  (1,000) Hours of Service during the Plan Year;


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                        (2) retired (normal or for Plan Years beginning after
                  January 1, 2002, early) during the Plan Year;

                        (3) died during the Plan Year; 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 this Plan will not satisfy the
            requirements of Section 410(b) of the Code for a particular Plan
            Year, unless one or more additional Participants receive an
            allocation of the Employer contribution for 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 "Disability Date" means the first anniversary of the date on
which the Total Disability of a Participant is deemed to have occurred. However,
in the event the Plan Administrator determines that a Participant is terminally
ill and has a life expectancy of less than one year, "Disability Date" means the
date such determination becomes final.

      Sec. 1.21 "Disregarded Prior Service" means Years of Service completed
prior to any Break in Service, if


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                  (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

                  (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. 1.22 "Early Retirement Age" means Age 55, or if later, the Age
attained by the Participant on the date he/she completes five (5) Years of
Service (as computed for vesting computation purposes).

      Sec. 1.23 "Early Retirement Date" means the first day of the month
following the month in which the Participant attains Early Retirement Age and
retires.

      Sec. 1.24 "Earned Income" means the net earnings from self-employment in
the trade or business with respect to which this Plan is established, for which
personal services of the individual are a material income-producing factor. Net
earning will be determined without regard to items not included in gross income
and the deductions allocable to such items. Net earnings are reduced by
contributions by the Employer to a qualified plan to the extent deductible under
Section 404 of the Code.

      Sec. 1.25 "Effective Date" means January 1, 1984. The effective date of
this restatement is January 1, 1997.

      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.


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<PAGE>

      Sec. 1.26 "Eligibility Computation Period" means the period of twelve (12)
consecutive months commencing on the Employee's Employment Commencement Date and
each succeeding period of twelve (12) consecutive months commencing on the
anniversaries of the Employee's Employment Commencement Date.

      Sec. 1.27 "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 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. 1.28 "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. 1.29 "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) the portion of any other distribution that is not includable in
gross


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income (determined without regard to the exclusion for net unrealized
appreciation with respect to employer securities); and (d) any other
distribution(s) that is reasonably expected to total less than $200 during a
year.

      Sec. 1.30 "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.

      Sec. 1.31 "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. 1.32 "Employer" means Omega Financial Corporation, a Pennsylvania
corporation, 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 of the Primary
Employer, adopts this Plan and joins in the corresponding Trust Agreement.

      Sec. 1.33 "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. 1.34 "Entry Date" means each day of the Plan Year.

      Sec. 1.35 "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


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<PAGE>

                  (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.

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

      Sec. 1.37 "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. 1.38 "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,


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<PAGE>

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).

      Sec. 1.39 "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. 1.40 "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 for Plan Year beginning on
                  or after January 1, 1997 was in the Top-Paid Group during the
                  Look-Back Year. The 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.


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<PAGE>

                  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;

                        (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


                                       12
<PAGE>

                  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.

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

      Sec. 1.41 "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


                                       13
<PAGE>

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.

          Basis Upon Which the                 Credit Granted If Participant
   Participant's Payroll Records Are            Earns At Least One (1) Hour
               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

      Sec. 1.42 "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. 1.43 "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,


                                       14
<PAGE>

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

      Sec. 1.45 "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. 1.46 "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. 1.47 "Non-Highly Compensated Employee" means any Employee who is not
a Highly Compensated Employee.

      Sec. 1.48 "Normal Retirement Age" means the date on which occurs the later
of (a) the attainment by the Participant of Age 65 or (b) the fifth (5th)
anniversary of the date on which the Participant first became a Participant
under this Plan.


                                       15
<PAGE>

      Sec. 1.49 "Normal Retirement Date" means the first day of the calendar
month following the month in which the Participant attains Normal Retirement Age
and retires.

      Sec. 1.50 "Other Assets Subaccount" means that portion, if any, of a
Participant's Account that is not comprised of Company Stock.

      Sec. 1.51 "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. 1.52 "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. 1.53 "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 Eligible Class Employee or (b) has ceased to be an Eligible Class
Employee, but continues to have an undistributed Account under this Plan.

      Sec. 1.54 "Plan" means the Omega Financial Corporation 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.

      Sec. 1.55 "Plan Administrator" means the individual or committee named as
such pursuant to the provisions hereof, or in the absence of any such
appointment, the Primary Employer.

      Sec. 1.56 "Plan Year" means the twelve (12) month period commencing each
January 1st and ending on the subsequent December 31st.

      Sec. 1.57 "Primary Employer" means Omega Financial Corporation and any
successor thereto which adopts this Plan.

      Sec. 1.58 "Prospective Beneficiary" means, as to any Participant, any
individual who (or entity which), under the terms of this Plan or any valid
beneficiary


                                       16
<PAGE>

designation then in effect, would become a Beneficiary upon the death of the
Participant if such death occurred on the date of reference.

      Sec. 1.59 "QDRO" means a "qualified domestic relations order" within the
meaning of Section 206(d)(3)(B) of ERISA.

      Sec. 1.60 "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, 2001 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. 1.61 "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. 1.62 "Retirement" means a Termination of Employment of a Participant
after that Participant has attained Early Retirement Age or Normal Retirement
Age.

      Sec. 1.63 "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. 1.64 "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).


                                       17
<PAGE>

      Sec. 1.65 "Self-Employed Individual" means an Individual who has Earned
Income from the Employer.

      Sec. 1.66 "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. 1.67 "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. 1.68 "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 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. 1.69 "Top-Paid Group" means, for any Plan Year, the group consisting
of the top 20 percent 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


                                       18
<PAGE>

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. 1.70 "Total Disability" means any impairment which, in the judgment
of the Plan Administrator, renders the Participant unable to engage in his/her
usual and customary activities or comparable activity and which can be expected
to result in death or be of long-continued and indefinite duration. 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. 1.71 "Trust Agreement" means the Omega Financial Corporation 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. 1.72 "Trustee" means the party or parties so designated pursuant to
the Trust Agreement and each of their respective successors.

      Sec. 1.73 "Valuation Date" means the last day of the Plan Year and each
other interim date during the Plan Year on which a valuation of the Fund is
made. The Plan Administrator may select different interim dates on which to
value each subaccount.

      Sec. 1.74 "Vesting Computation Period" means the Plan Year.

      Sec. 1.75 "Year of Service" shall have the following meanings when used in
this Plan:

                  (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,


                                       19
<PAGE>

            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.


                                       20
<PAGE>

                                   ARTICLE II

                            PARTICIPATION ELIGIBILITY

      Sec. 2.01 Participation Commencement.

                  (a) Each Employee shall become a Participant in this Plan
            effective as of the first December 31st following his/her Employment
            Commencement Date, provided that he/she is an Eligible Class
            Employee, has attained age 21 and completed at least 1000 Hours of
            Service during the Plan Year ending on that date. Any Employee who
            fails to satisfy these requirements by the first December 31st
            following his/her Employment Commencement Date shall become a
            Participant in accordance with the requirements of Paragraph (b)
            below.

                  (b) Each Employee shall become a Participant on the Entry Date
            coincident with the date on which he/she first satisfies all of the
            following requirements:

                        (1) he/she is an Eligible Class Employee;

                        (2) he/she has attained Age 21; and

                        (3) he/she has completed one (1) Year of Eligibility
                  Service.

            Notwithstanding the foregoing Paragraphs (a) and (b) 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 nonforfeitable 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.


                                       21
<PAGE>

                  (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.

                  (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.


                                       22
<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 of the Primary Employer, in its absolute discretion, shall timely
determine to be the Employer's contribution for the Accrual Computation Period
then ending. This provision shall not be construed as requiring Employer to make
contributions in (or with respect to) any Accrual Computation Period, whether or
not there exists Net Income from which such contributions could be made.

      For the purposes of this Section 3.01, the Compensation of all Highly
Compensated Employees who are Currently Benefiting Participants shall be subject
to adjustment in the manner set forth in Section 6.03 of this Plan if that
Section applies.

      If Employer consists of more than one entity, this Section 3.01 shall
apply separately to each entity.

      If any entity constituting Employer is unable to contribute all, or a
portion, of its required contribution for any Accrual Computation Period because
it lacks sufficient Net Income from which to pay the contribution, the
contribution shall be made by the other entities constituting Employer (which
are part of an affiliated group, as defined in Section 1504 of the Code, with
that entity) to the extent provided in the applicable provisions of this
Section. If the entities constituting Employer do not file a consolidated
federal income tax return, each of the other entities shall contribute on behalf
of the noncontributing entity that portion of the unpaid contribution which
bears the same ratio to the entire amount of the unpaid contribution as the
contributing entity's Net Income (less the current contribution) bears to the
aggregate Net Income of all entities constituting Employer. If the entities
constituting Employer file a consolidated federal income tax return and any
entity is unable to make the required contribution, then the remainder of the
required contribution may be made by any other entity, included in the
consolidated return, from its Net Income.

      Sec. 3.02 Method of Contribution. Employer contributions shall be paid in
cash, Company Stock or other property as the Board of the Primary Employer may
from time to time determine. Company Stock and other property shall 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.


                                       23
<PAGE>

      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 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


                                       24
<PAGE>

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.

      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 of the Primary Employer
            declines to amend this Plan to satisfy such


                                       25
<PAGE>

            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 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


                                       26
<PAGE>

                  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.


                                       27
<PAGE>

                                   ARTICLE IV

                            TOP-HEAVY PLAN PROVISIONS

      Sec. 4.01 Application. For each Plan Year beginning 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 Company Stock Subaccount or Other
            Assets Subaccount, as applicable, 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
            Account 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 Account is credited with an Employer
            contribution under the terms of this Plan without the application of
            Paragraph (a) of this Section.


                                       28
<PAGE>

            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 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 in 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 applicable 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


                                       29
<PAGE>

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

                  (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.

<TABLE>
<CAPTION>
                                                                                  Participant's
Participant's Years of Service                                                  Vested Percentage
------------------------------                                                  -----------------
<S>                                                                                    <C>
Less than 3 Years of Service...........................................................None
3 Years of Service or more.............................................................100%
Attainment of Normal 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
while in the employ of the Employer or an Affiliated Company...........................100%
</TABLE>

                  (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 in Article X shall apply; provided, a Participant with
            three (3) or more Years of Vesting Service at the time of such
            change shall be entitled to elect to have his/her vested percentage
            computed under the vesting schedule provided in this Section or the
            schedule provided in Article X. Any such


                                       30
<PAGE>

            election shall be made in accordance with the requirements of
            Article X relating to amendments to the vesting schedule.

                  (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.

                  (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


                                       31
<PAGE>

            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.

                  (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


                                       32
<PAGE>

                  "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 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.


                                       33
<PAGE>

                  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.


                                       34
<PAGE>

                                   ARTICLE V

                            PARTICIPANT CONTRIBUTIONS

      Sec. 5.01 Participant Contributions. No contributions shall be required of
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 and Other Assets Subaccount, as applicable,
            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 or
            Other Assets 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. If, at the time of restoration, insufficient Company
            Stock is available to achieve a full restoration to a Company Stock
            Subaccount, then, to the extent that the restoration credit (in
            dollar value) exceeds the value of the Company Stock then available,
            the balance shall be credited to the Participant's Other Assets
            Subaccount.

                  (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


                                       35
<PAGE>

                  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;

                              (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
                        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.


                                       36
<PAGE>

                                   ARTICLE VI

                           ALLOCATION OF CONTRIBUTIONS

      Sec. 6.01 Traditional 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 Shares of Company Stock Released from the Stock Suspense
Account. As of each Anniversary Date, the number of shares of Company Stock
released from the Stock Suspense Account (as determined under Section
7.07(d)(7)) for the Accrual Computation Period ending with such Anniversary Date
shall be allocated in a two-step procedure:

                  (a) First, the released shares shall be allocated in
            accordance with the formula X= A/B x C to each Participant whose
            shares allocated to his/her Company Stock as of the day before the
            Anniversary Date were paid dividends during the Plan Year:

                   Where

                  "X" is the number of released shares of Company Stock to be
            allocated to the Participant.

                  "A" is the total dividends paid in the Plan Year, on Company
            Stock in the Participant's Company Stock Subaccount as of the day
            before the Anniversary


                                       37
<PAGE>

            Date, that have been used to pay an obligation on a Securities
            Acquisition Loan in that Plan Year.

                  "B" is the total of the principal and loan payments made in
            the Plan Year on a Securities Acquisition Loan.

                  "C" is the number of shares of Company Stock released from the
            Stock Suspense Account in the Plan Year.

                  (b) Second, if after completing the allocation described in
            Subparagraph (a) above there remains any unallocated released shares
            of Company Stock, the balance shall be allocated in the manner set
            forth in Section 6.01 as an Employer contribution of Company Stock.

      Sec. 6.03 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. 6.04 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), 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 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.


                                       38
<PAGE>

      Sec. 6.05 Forfeitures. Forfeitures from Breaks in Service experienced by
Participants with less than fully vested interests in this Plan shall be
allocated to reinstate amounts to Participant's Accounts under Section 6.03; any
remaining balance shall then be added to the Employer Contribution, if any, for
the Accrual Computation Period with respect to which such forfeitures arise and
shall be allocated as Employer contributions pursuant to Section 6.01. If there
is more than one entity constituting Employer, forfeitures arising from the
Accounts of Participants employed by any such entity shall be added to the
Employer Contribution, if any, to be made by that entity, to the extent
traceable and practicable. 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); 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. For Plan Years beginning prior to January 1, 2002, no
forfeiture shall be taken until the Participant incurs a one-year Break in
Service.

      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


                                       39
<PAGE>

            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 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 reallocated among the Accounts of the
            remaining currently benefiting Participants as though an additional
            Employer contribution for the Accrual Computation Period ending with
            or within said Limitation Year, provided, however, that such amounts
            shall be credited to the Accounts of Participants only to the extent
            that is permissible without causing any such Accounts to experience
            Annual Additions in excess of the maximum allowable hereunder. If,
            after all such reallocations have been completed, there remains a
            reallocable amount which cannot be reallocated to the Accounts of
            any of the Active Participants (because all such Accounts have been
            credited with the maximum allowable Annual Addition for the
            Limitation Year in issue), such remaining reallocable amount shall
            be placed in a suspense account, to be held and applied as an
            additional Employer contribution in the next succeeding Limitation
            Year(s) until exhausted. 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


                                       40
<PAGE>

            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.

                        (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.

                  (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:


                                       41
<PAGE>

                        (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 7.07 (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 of the Primary
Employer, 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


                                       42
<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).
            For Limitation Years beginning after December 31, 2000, compensation


                                       43
<PAGE>

            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.

      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 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.


                                       44
<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 highest and lowest sale price for
            that date, as reported in the Wall Street Journal (for Valuation
            Dates prior to December 31, 2002, each share of Company Stock shall
            be deemed to be worth an amount equal to the closing bid price
            reported for the date by NASDAQ), 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 ask prices 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


                                       45
<PAGE>

                              (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 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.

      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 Contributions. Restoration contributions 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
            contributions on the Participant's behalf during the Plan Year


                                       46
<PAGE>

            of the distribution, whether or not such amount had been formally
            credited to his/her Account prior to the date of distribution.

      Sec. 7.04 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) 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. 7.05 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.


                                       47
<PAGE>

                  (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, 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 transferring to
            another qualified plan sponsored by the Employer the amount of
            his/her Company Stock Subccount to which the diversification
            requirement is applicable, provided that such plan offers the
            categories of investment described in the preceding sentences.

                  (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.

      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.


                                       48
<PAGE>

                  (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 (i) transaction costs
                  associated with Participant-directed investments, and (ii)
                  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 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.


                                       49
<PAGE>

      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 or other Company Stock held by the Fund, 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.

                        (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.

                        (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
                  ninety (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 ninety (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


                                       50
<PAGE>

            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 determined as set forth in Section 7.07(d)(7) and
                  allocated as set forth in Section 6.02.

                        (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 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


                                       51
<PAGE>

                  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 Stock 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 dividends (if not used to pay current
                        obligations of the Fund pursuant to Paragraph (a)(1) of
                        this Section) 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 before (on and after January 1,
                        2002, replace "before" with "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 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


                                       52
<PAGE>

                        of the Annual Valuation 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


                                       53
<PAGE>

                  released from 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, at
                  the time a release method has been established for a
                  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
                               (I) the numerator, plus (II) the principal to be
                               paid for all future Plan Years.

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

                                    (A) The Securities Acquisition Loan


                                54
<PAGE>

                              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


                                       55
<PAGE>

                              class.


                  (e) Exercise of Certain Shareholder Rights.

                        (1) Voting Rights Pass-Through.

                              (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 or 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. 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


                                       56
<PAGE>

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.

                        (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.


                                       57
<PAGE>

                  (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.

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

                        (1) Exercise of Put Option. A Participant, Beneficiary,
                  or Alternate Payee 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 shall 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


                                       58
<PAGE>

                        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 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.


                                       59
<PAGE>

                  (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 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.


                                       60
<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.


                                       61
<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 be 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


                                       62
<PAGE>

                  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 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


                                       63
<PAGE>

            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) Participant's Estate as Default Beneficiary. If the
            Participant is survived by neither his/her Spouse nor any designated
            Prospective Beneficiary, his/her estate shall become his/her
            Beneficiary upon his/her death.

                  (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. However, the
            foregoing shall not operate to render null and void a Participant's
            designation of a Spouse as a Prospective Beneficiary on a form of
            beneficiary designation, if executed by the Participant prior to
            July 1, 2002.

      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.


                                       64
<PAGE>

                  (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 non-spousal 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 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


                                       65
<PAGE>

            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


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<PAGE>

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.

      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 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.


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<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. The 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 Years                        Participant's Vested
         of Vesting Service                              Percentage
         ------------------                              ----------

         Less than 5 Years of Vesting Service ...........    None
         5 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) attainment of 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:

                              (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.

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


                                       68
<PAGE>

                              (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

                              (iv) 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. The following service
shall be disregarded in computing a Participant's vested (nonforfeitable)
interest in his/her Account pursuant to the provisions of Section 10.02-service
disregarded pursuant to the provisions of Section 10.04.

      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


                                       69
<PAGE>

            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 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.


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<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 prior to January 1,
2001, 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.


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<PAGE>

                                  ARTICLE XII

                               FORM AND TIMING OF
                              BENEFIT DISTRIBUTIONS

      Sec. 12.01 Form of Benefit Payments. All benefits under this Plan shall be
paid as single-sum distributions, as Rollover Amounts, in installments or as a
combination thereof. The method of benefit distribution shall be a single-sum
distribution or Rollover Amount if the vested Account does not exceed $5,000
($3,500 in Plan Years beginning before August 7, 1997)("the Small Benefit
Ceiling") at the Benefit Commencement Date. Unless the 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 the Small Benefit Ceiling at the Benefit Commencement Date, the
method of benefit distribution shall be an installment distribution as described
in Paragraph (c) hereof.

                  (a) 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.

                  (b) 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.

                  (c) 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 the
                  Participant's Benefit Commencement Date, his/her vested
                  interest in


                                       72
<PAGE>

                  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.

                  (d) Nature of Assets to be Distributed.

                        (1) Determination of Mode of Benefits. Distribution of a
                  Participant's Account shall be made 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 shall be paid in whole shares of
                  Company Stock, with the value of any fractional shares paid in
                  cash. Prior to making a distribution in cash, the Plan
                  Administrator shall notify the Participant in writing of
                  his/her right to demand that his/her Account be distributed in
                  the form of Company Stock. 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 Participants Other Assets
                  Subaccount may be applied to acquire for distribution whole
                  shares of Company Stock at its fair market value at the time
                  of distribution. If Company Stock is not available for
                  purchase by the Trustee, then the Trustee shall hold such
                  balance until Company Stock is acquired and then make such
                  distribution. Any fractional unit value unexpended will be
                  distributed in cash. Notwithstanding the foregoing to the
                  contrary, this subparagraph shall not apply with respect to
                  that portion of a Participant's Company Stock Subaccount which
                  he/she has elected to diversify in accordance with Section
                  7.05.

                        (2) Limitation on Mode of Benefits. Notwithstanding the
                  provisions of subparagraph (2) to the contrary, the right to
                  demand and receive a distribution in the form of shares of
                  Company Stock shall not apply (1) if the charter or bylaws of
                  the Employer restrict the ownership of substantially all
                  outstanding Employer securities to Employees or to a trust
                  described in Section 401(a) of the Code; or


                                       73
<PAGE>

                  (2) if the Employer is an S corporation. In addition, 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
                  the Company Stock. 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.

      Sec. 12.02 Benefit Commencement Dates.

                  (a) Retirement Benefits. The Benefit Commencement Date with
            respect to any benefit payable by reason of Retirement, shall begin
            not later than one year after the close of the Plan Year following
            the later of:

                        (1) the Participant's Normal, Early or Deferred
                  Retirement Date, 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.

                  (b) Disability Benefits. The Benefit Commencement Date with
            respect to any benefit payable by reason of Total Disability shall
            occur not later than one year after the close of the Plan Year
            following the later of:

                        (1) the Participant's Disability Date, 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.


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<PAGE>

                  (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 (b)(1), commencing not later than one (1) year after
                  the close of the Plan Year in which the death occurs in a
                  single sum or in installments (not less frequent than annually
                  and not more frequently than monthly) over a period not longer
                  than five (5) years from the date of the Participant's death,
                  in accordance with the Participant's written election. In the
                  absence of an effective election as of the date of the
                  Participant's death, such election shall be made by his/her
                  Beneficiary.

                  (d) Deferred Vested Benefits. A benefit payable to a
            Participant by reason of Termination of Employment (other than due
            to Retirement, death or Total Disability) experienced by that
            Participant prior to his/her Retirement shall normally be payable,
            as of the date that would have been the Participant's Normal
            Retirement Date, in accordance with Section 12.02(a) and shall not,
            in any event, be deferred beyond the Participant's Required
            Beginning Date. However, if a Participant so elects, such benefits
            shall commence not later than one year after the close of the Plan
            Year which is the fifth (5th) Plan Year following the Plan Year in
            which the Participant experiences a Termination of Employment.
            Notwithstanding the foregoing, if the Participant incurs a Break in
            Service, the Plan Administrator shall have the right to pay any such
            benefit, (a) 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 and
            (b) if the total value of the Participant's vested interest in
            his/her Account is 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, with the
            Participant's consent. If the Participant returns to the employ of
            the Employer or an Affiliated Company before payment is made,
            distribution of the


                                       75
<PAGE>

            Participant's benefit shall be deferred to such date as would apply
            if the previous event requiring the distribution had not occurred.
            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.

                  (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
            shall 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 this 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


                                       76
<PAGE>

            be later than the sixtieth (60th) day after the close of the Plan
            Year in which occurs the last of:

                        (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 benefit
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

                                       77
<PAGE>

            distributee shall have the right to elect to have all or any portion
            of the Eligible Rollover Distribution treated as a Rollover Amount.

                        (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


                                       78
<PAGE>

                        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.

                  (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. A Rollover
            Amount 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


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<PAGE>

            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
            Eligible Retirement Plan. By way of non-exclusive examples, this
            Plan will not deliver as part of a Rollover Amount 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.

      Sec. 12.08 Transferee Plan Provision. Subject to the limitations of
Section 12.07, 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, 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 for
such time as may be required under Section 411(d)(6) of the Code and regulations
promulgated with respect thereto:

                  (a) each default form of benefit payment applicable under the
            transferor plan with respect to the transferred funds and each
            optional form of benefit which could have been elected by the payee
            under the transferor plan upon waiver of the default form of benefit
            available with respect to the transferred funds under the transferor
            plan;


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<PAGE>

                  (b) all provisions permitting the Participant to elect to
            waive the default form of benefit and to elect in lieu thereof an
            optional form of benefit under the transferor plan with respect to
            the transferred funds and all spousal consent provisions relating to
            each such election and waiver under the transferor plan;

                  (c) all provisions permitting the Participant's surviving
            Spouse to elect to waive the default form of benefit and to elect in
            lieu thereof an optional form of benefit under the transferor plan
            with respect to the transferred funds and all spousal consent
            provisions relating to each such election and waiver under the
            transferor plan; and

                  (d) all election periods, election period waivers and election
            procedures applicable under the transferor plan with respect to the
            transferred funds.

      The rights preserved under this Section, if in conflict with rights
otherwise applicable to benefit forms, elections, waivers and procedures under
this Plan that would otherwise attach to the Account of the Participant, shall
supersede those other rights with respect to the subject Portability Subaccount
only. The Participant may elect at any time within the 90-day period preceding
his/her Benefit Commencement Date, with spousal consent conforming to the
spousal consent requirements (if any) applicable to waiver of the qualified
joint and survivor annuity form of benefits under the transferor plan if he/she
is then married, to waive the applicability of this Section to the subject
Portability Subaccount and to have that Portability Subaccount governed by the
otherwise applicable benefit distribution provisions of this Plan.

      Sec. 12.09 Limitation on Preservation of Certain Benefits, Rights and
Features. Notwithstanding the provisions of Section 12.06, this Plan shall not
be a "Transferee Plan" with respect to amounts received by this Plan (and
earnings thereon) resulting from a plan merger into or a transfer of assets to
this Plan (collectively "Transferred Amounts"), provided that (a) the
Transferred Amounts were not accrued under or held by a plan which was subject
to the funding standards of Code Section 412, (b) the single-sum distribution
form provided in this Plan is otherwise identical (within the meaning of
regulations and other guidance promulgated by the Secretary of the Treasury or
his/her delegate) to the optional forms of benefit through which the Transferred
Amounts may have been distributed prior to merger into or transfer to this Plan,
and (c) the Participant receives a distribution of his/her Transferred Amounts
on or after the earlier of (1) the ninetieth (90th) day after he/she is
furnished a summary of material modifications that satisfies the requirements of
29 CFR 2520.104b-3 and informs him/her of the elimination of all optional forms
of benefit with regard to the Transferred Amounts other than the otherwise
available optional forms as provided in this Article XII, or (2) with respect to
Transferred Amounts held by this Plan as of the effective date of this Section,
the first day of the second Plan year following the Plan Year in which the
effective date of this


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<PAGE>

Section occurs, or with respect to all other Transferred Amounts, the first day
of the second Plan Year following the Plan Year in which the Transferred Amounts
are merged into or transferred to this Plan.


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<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 of the Primary Employer. 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 of the
Primary Employer. If the Board of the Primary Employer fails to act, and in any
event, until the Board of the Primary Employer 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;


                                       83
<PAGE>

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

                  (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;


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<PAGE>

                  (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;

                  (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 Primary 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


                                       85
<PAGE>

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:

                  (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.


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<PAGE>

      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. 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.


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<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


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<PAGE>

                  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 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.


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<PAGE>

                                   ARTICLE XV

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

      Sec. 15.01 Authority of the Primary Employer. The Primary 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 Primary
            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 Primary 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


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<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 Primary 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
            Primary 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


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<PAGE>

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.

      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.


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                                  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


                                       93
<PAGE>

            his/her appeal. The claimant (or claimant's representative) shall
            have the right to submit written or oral evidence and argument in
            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 of the
Primary Employer, 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 of the Primary
Employer, 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


                                       94
<PAGE>

to any matter other than the proper discharge of the functions of the Named
Appeals Fiduciary as set forth herein.


                                       95
<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 (or of any delegate thereof) of the Primary
Employer. Each entity constituting the Employer hereby delegates to the Board of
the Primary Employer 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
Primary Employer; except that the Board of the Primary Employer 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 of the Primary Employer 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 of the Primary Employer
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


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if signed by the proper officers of the Primary 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 Board of the Primary Employer 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 of the
Primary Employer. Any such adoption, the joinder of the adopting entity in the
Trust, and the consent of the Board of the Primary Employer 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 of the Primary
            Employer, 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.


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                  (c) Effect on Remaining Participants. The Primary 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.

                  (d) Effect on Other Entities Constituting Employer.
            Termination, in whole or in part, of this Plan by an entity which is
            included in the term Employer shall have no effect on the continued
            operation of this Plan with respect to other entities constituting
            Employer.

      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 of the
Primary Employer and shall have the effect of a termination of this Plan, as set
forth in Section 17.04, except that the Trustee shall not have the authority to
dissolve the Trust Fund except upon adoption of a further resolution by the
Board of the Primary Employer to the effect that this Plan is terminated and
upon receipt from the Primary Employer of instructions to dissolve the Trust
Fund pursuant to Section 17.04(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.


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                                 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;


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                        (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 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,


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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 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 Primary 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


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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.

      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


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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.

      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 25th day of
February, 2002.

ATTEST                                      OMEGA FINANCIAL CORPORATION


        David N. Thiel                      By:  David B. Lee
--------------------------------               -----------------------------
           Secretary


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