EXHIBIT 4.1
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         The Dime Savings Bank of Williamsburgh 401(k) Savings Plan in
                             RSI Retirement Trust.

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                     THE DIME SAVINGS BANK OF WILLIAMSBURGH
                               401(K) Savings Plan
                             IN RSI RETIREMENT TRUST
                        AS AMENDED AND RESTATED EFFECTIVE
          JANUARY 1, 1997 AND AS FURTHER AMENDED THROUGH APRIL 15, 1999
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                                                               TABLE OF CONTENTS
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                                TABLE OF CONTENTS


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<S>                                                                                                              <C>
TABLE OF CONTENTS.................................................................................................I

INTRODUCTION......................................................................................................1

ARTICLE I -  DEFINITIONS..........................................................................................3


ARTICLE II -  ELIGIBILITY AND PARTICIPATION......................................................................16
         2.1      Eligibility Prior to January 1, 1997...........................................................16
         2.2      Ineligible Employees...........................................................................16
         2.3      Participation Prior to January 1, 1997.........................................................17
         2.4      Termination of Participation...................................................................17
         2.5      Eligibility upon Reemployment..................................................................17

ARTICLE III -  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS....................................................19
         3.1      Before-Tax Contributions Prior to January 1, 1997..............................................19
         3.2      Limitation on Before-Tax Contributions.........................................................19
         3.3      Changes in Before-Tax Contributions............................................................21
         3.4      Bank Contributions.............................................................................22
         3.5      Special Contributions..........................................................................22
         3.6      Limitation on Bank Contributions...............................................................23
         3.7      Aggregate Limit; Multiple Use of Alternative Limitation........................................24
         3.8      Interest on Excess Contributions...............................................................25
         3.9      Payment of Contributions.......................................................................27
         3.10     Rollover Contributions.........................................................................27
         3.11     Section 415 Limits on Contributions............................................................27

ARTICLE IV -  VESTING AND FORFEITURES............................................................................33
         4.1      Vesting........................................................................................33
         4.2      Forfeitures....................................................................................34
         4.3      Vesting upon Termination of Service and Subsequent Reemployment................................35

ARTICLE V -  TRUST FUND AND INVESTMENT ACCOUNTS..................................................................36
         5.1      Trust Fund.....................................................................................36
         5.2      Interim Investments............................................................................36
         5.3      Account Values.................................................................................36
         5.4      Separate Assets................................................................................37

ARTICLE VI -  INVESTMENT DIRECTIONS,  CHANGES OF INVESTMENT DIRECTIONS  AND TRANSFERS
BETWEEN INVESTMENT ACCOUNTS.......................................................................................38
         6.1      Investment Directions..........................................................................38
         6.2      Change of Investment Directions................................................................38
         6.3      Transfers Between Investment Accounts..........................................................38
         6.4      Employees Other than Participants..............................................................39
         6.5      Investment of Bank Contributions...............................................................39

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717                                  i    THE DIME SAVINGS BANK OF WILLIAMSBURGH

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         6.6      Voting Rights..................................................................................39
         6.7      Tender Rights..................................................................................40
         6.8      Dissenters' Rights.............................................................................40
         6.9      Dividend Reinvestment..........................................................................40

ARTICLE VII -  PAYMENT OF BENEFITS...............................................................................41
         7.1      General........................................................................................41
         7.2      Non-Hardship Withdrawals.......................................................................41
         7.3      Hardship Distributions.........................................................................42
         7.4      Distribution of Benefits Following Retirement or Termination of Service........................45
         7.5      Payments upon Retirement or Disability.........................................................46
         7.6      Payments upon Termination of Service for Reasons Other Than
                  Retirement or Disability.......................................................................48
         7.7      Payments upon Death............................................................................49
         7.8      Direct Rollover of Eligible Rollover Distributions.............................................51
         7.9      Commencement of Benefits.......................................................................52
         7.9      Manner of Payment of Withdrawals and Distributions from
                  the Share Investment Account...................................................................54

ARTICLE VIII -  LOANS TO PARTICIPANTS............................................................................55
         8.1      Definitions and Conditions.....................................................................55
         8.2      Loan Amount....................................................................................55
         8.3      Term of Loan...................................................................................56
         8.4      Operational Provisions.........................................................................56
         8.5      Repayments.....................................................................................57
         8.6      Default........................................................................................58
         8.7      Coordination of Outstanding Account and Payment of Benefits....................................59

ARTICLE IX -  ADMINISTRATION.....................................................................................60
         9.1      General Administration of the Plan.............................................................60
         9.2      Designation of Named Fiduciaries...............................................................60
         9.3      Responsibilities of Fiduciaries................................................................60
         9.4      Plan Administrator.............................................................................61
         9.5      Committee......................................................................................61
         9.6      Powers and Duties of the Committee.............................................................62
         9.7      Certification of Information...................................................................63
         9.8      Authorization of Benefit Payments..............................................................64
         9.9      Payment of Benefits to Legal Custodian.........................................................64
         9.10     Service in More Than One Fiduciary Capacity....................................................64
         9.11     Payment of Expenses............................................................................64
         9.12     Administration of Separate Assets..............................................................64

ARTICLE X -  BENEFIT CLAIMS PROCEDURE............................................................................66
         10.1     Definition.....................................................................................66
         10.2     Claims.........................................................................................66
         10.3     Disposition of Claim...........................................................................66
         10.4     Denial of Claim................................................................................66
         10.5     Inaction by Plan Administrator.................................................................67
         10.6     Right to Full and Fair Review..................................................................67
         10.7     Time of Review.................................................................................67
         10.8     Final Decision.................................................................................67

ARTICLE XI -  AMENDMENT, TERMINATION, AND WITHDRAWAL.............................................................68
         11.1     Amendment and Termination......................................................................68
         11.2     Withdrawal from the Trust Fund.................................................................68

ARTICLE XII -  TOP-HEAVY PLAN PROVISIONS.........................................................................69
         12.1     Introduction...................................................................................69
         12.2     Definitions....................................................................................69
         12.3     Minimum Contributions..........................................................................73
         12.4     Impact on Section 415 Maximum Benefits.........................................................74

ARTICLE XIII -  MISCELLANEOUS PROVISIONS.........................................................................76
         13.1     No Right to Continued Employment...............................................................76
         13.2     Merger, Consolidation, or Transfer.............................................................76
         13.3     Nonalienation of Benefits......................................................................76
         13.4     Missing Payee..................................................................................76
         13.5     Affiliated Employers...........................................................................77
         13.6     Successor Employer.............................................................................77
         13.7     Return of Employer Contributions...............................................................77
         13.8     Adoption of Plan by Affiliated Employer........................................................77
         13.9     Construction of Language.......................................................................78
         13.10    Headings.......................................................................................78
         13.11    Governing Law..................................................................................78

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717                                 ii    THE DIME SAVINGS BANK OF WILLIAMSBURGH



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                                                                    INTRODUCTION
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                                  INTRODUCTION

Effective as of July 1, 1973, The Dime Savings Bank of Williamsburgh
("Employer") adopted the Dime Savings Bank of Williamsburgh Incentive Savings
Plan ("1973 Plan").


Effective as of July 1, 1991, the Employer adopted resolutions wherein RSI
Retirement Trust was named successor trustee and the RSI Retirement Trust
Agreement and Declaration of Trust ("Agreement") was adopted.


Effective as of July 1, 1991, the 1973 Plan was amended and restated in its
entirety. The amended and restated plan became known as The Dime Savings Bank of
Williamsburgh 401(k) Savings Plan in RSI Retirement Trust ("Prior Plan").


Effective as of February 8, 1996, the Employer adopted resolutions which (a)
added an investment fund to the Plan consisting of common stock of the Employer
and (b) established the Plan as a Plan of Partial Participation as defined under
the Agreement. In conjunction with such resolutions, the Employer adopted a
Separate Agreement establishing a separate trust to hold the common stock of the
Employer and a designated Separate Agency to serve as trustee.


Effective as of May 31, 1996, the Employer adopted resolutions ceasing matching
Bank Contributions under Section 3.4 of the Plan.


Effective as of June 26, 1996, Pioneer Savings Bank, F.S.B. and its parent
Conestoga Bancorp, Inc. were acquired by the Employer. In connection with this
acquisition, the Employer amended the Plan to give credit to employees of
specified "acquired companies" for purposes of vesting and eligibility to
participate, and to permit immediate participation as of the date of such
acquisition for eligible employees with respect to compensation for the full
payroll period that includes the date of such acquisition.


Effective as of January 1, 1997, the Plan is amended to provide that there will
be no new enrollments in the Plan and there will be no future Before-Tax
Contributions under the Plan.


Effective March 1, 1997, the Pioneer Savings Bank, FSB Tax Deferral Savings Plan
in RSI Retirement Trust shall be merged with and into The Dime Savings Bank of
Williamsburgh 401(k) Savings Plan in RSI Retirement Trust. The accounts of
employees of Pioneer Savings Bank, FSB and Conestoga Bancorp, Inc. shall be
merged into the Accounts maintained on behalf of each Participant in accordance
with Section 1.1 of the Plan.


Effective January 21, 1999, The Dime Savings Bank of Williamsburgh acquired
Financial Federal Savings Bank. Effective April 15, 1999, Financial Federal
Savings Bank Incentive Savings Plan in RSI Retirement Trust shall be merged with
and into The Dime Savings Bank of Williamsburgh 401(k) Savings Plan in RSI
Retirement Trust. The accounts of employees of Financial Federal Savings Bank
shall be merged into the Accounts maintained on behalf of each Participant in
accordance with Section 1.1 of the Plan.


Effective as of January 1, 1997, the Prior Plan was amended and restated in its
entirety. The amended and restated plan shall be known as The Dime Savings Bank
of Williamsburgh 401(k)

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717                                  1    THE DIME SAVINGS BANK OF WILLIAMSBURGH


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                                                                    INTRODUCTION
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Savings Plan in RSI Retirement Trust As Amended and Restated as of January 1,
1997 and as Further Amended Through April 15, 1999 ("Plan"), shall contain the
terms and conditions set forth herein, and shall in all respects be subject to
the provisions of the Agreement which are incorporated herein and made a part
hereof.


The Plan as amended and restated hereunder incorporates a cash or deferred
arrangement under Section 401(k) of the Internal revenue Code of 1986 ("Code").


The Plan shall constitute a profit-sharing plan within the meaning of Section
401(a) of the Code, without regard to current or accumulated profits of the
Employer, as provided in Section 401(a)(27) of the Code.


The Plan complies with all Internal Revenue Service legislation and regulations
issued to date addressing tax-qualified plans, including the Uniformed Services
Employment and Reemployment Rights Act of 1994, the Uruguay Round Agreements
Act, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of
1997 and the Restructuring and Reform Act of 1998.


Subject to any amendments that may subsequently be adopted by the Employer prior
to his Termination of Service, the provisions set forth in this Plan shall apply
to an Employee who is in the employment of the Employer on or after January 1,
1997. Except to the extent specifically required to the contrary under the terms
of this Plan, for terminations of employment prior to January 1, 1997, the
rights and benefits of a former participant shall be determined in accordance
with the provisions of the Prior Plan as in effect on the date of the former
participant's termination of employment.


The Employer has herein restated the Plan with the intention that (i) the Plan
shall at all times be qualified under Section 401(a) of the Code, (ii) the
Agreement and the Separate Agreement shall be tax-exempt under Section 501(a) of
the Code, and (iii) Employer contributions under the Plan shall be tax
deductible under Section 404 of the Code. The provisions of the Plan, the
Agreement and the Separate Agreement shall be construed to effectuate such
intentions.




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717                                  2    THE DIME SAVINGS BANK OF WILLIAMSBURGH
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                                                                     ARTICLE I -
                                                                     DEFINITIONS
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                                   ARTICLE I -
                                   DEFINITIONS

The following words and phrases shall have the meanings hereinafter ascribed to
them. Those words and phrases which have limited application are defined in the
respective Articles in which such terms appear.


1.1      ACCOUNTS means the Participant Contribution Account, Before-Tax
         Contribution Account (including Special Contributions, if any), Bank
         Contribution Account, Rollover Contribution Account and effective
         March 1, 1997, Pioneer Prior Matching Contribution Account,
         established under the Plan on behalf of an Employee. Effective March
         1, 1997, Accounts shall also include accounts maintained on behalf of
         employees of the Acquired Company, acquired on June 26, 1996.
         Effective April 15, 1999, Accounts shall also include accounts
         maintained on behalf of employees of Financial Federal Savings Bank,
         acquired on January 21, 1999.


1.2      ACTUAL CONTRIBUTION PERCENTAGE means the ratio (expressed as a
         percentage) of the Bank Contributions under the Plan which are made on
         behalf of an Eligible Employee for the Plan Year to such Eligible
         Employee's compensation (as defined under Section 414(s) of the Code)
         for the Plan Year. An Eligible Employee's compensation hereunder shall
         include compensation receivable from the Employer for that portion of
         the Plan Year during which the Employee is an Eligible Employee, up to
         a maximum of one hundred sixty thousand dollars ($160,000), adjusted in
         multiples of ten thousand dollars ($10,000) for increases in the
         cost-of-living, as prescribed by the Secretary of the Treasury under
         Section 401(a)(17)(B) of the Code.


1.3      ACTUAL DEFERRAL PERCENTAGE means the ratio (expressed as a percentage)
         of the sum of Before-Tax Contributions, and those Qualified Nonelective
         Contributions taken into account under the Plan for the purpose of
         determining the Actual Deferral Percentage, which are made on behalf of
         an Eligible Employee for the Plan Year to such Eligible Employee's
         compensation (as defined under Section 414(s) of the Code) for the Plan
         Year. An Eligible Employee's compensation hereunder shall include
         compensation receivable from the Employer for that portion of the Plan
         Year during which the Employee is an Eligible Employee, up to a maximum
         of one hundred sixty thousand dollars ($160,000), adjusted in multiples
         of ten thousand dollars ($10,000) for increases in the cost-of-living
         as prescribed by the Secretary of the Treasury under Section
         401(a)(17)(B) of the Code.


1.4      ACQUIRED COMPANY means any of the following companies which is acquired
         by, or merged or consolidated with, the Employer or its holding
         company:


         (a)      Pioneer Savings Bank, F.S.B.


         (b)      Conestoga Bancorp, Inc.

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717                                  3    THE DIME SAVINGS BANK OF WILLIAMSBURGH
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                                                                     ARTICLE I -
                                                                     DEFINITIONS
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1.5      AFFILIATED EMPLOYER means a member of an affiliated service group (as
         defined under Section 414(m) of the Code), a controlled group of
         corporations (as defined under Section 414(b) of the Code), a group of
         trades or businesses under common control (as defined under Section
         414(c) of the Code) of which the Employer is a member, any leasing
         organization (as defined under Section 414(n) of the Code) providing
         the services of Leased Employees to the Employer, or any other group
         provided for under any and all Income Tax Regulations promulgated by
         the Secretary of the Treasury under Section 414(o) of the Code.


1.6      AFFILIATED SERVICE means employment with an employer during the period
         that such employer is an Affiliated Employer.


1.7      AGREEMENT means the RSI Retirement Trust Agreement and Declaration of
         Trust as amended and restated August 1, 1990, as amended from time to
         time. The Agreement shall be incorporated herein and constitute a part
         of the Plan.


1.8      AVERAGE ACTUAL CONTRIBUTION PERCENTAGE means the average of the Actual
         Contribution Percentages of (a) the group comprised of Eligible
         Employees who are Highly Compensated Employees or (b) the group
         comprised of Eligible Employees who are Non-Highly Compensated
         Employees, whichever is applicable.


1.9      AVERAGE ACTUAL DEFERRAL PERCENTAGE means the average of the Actual
         Deferral Percentages of (a) the group comprised of Eligible Employees
         who are Highly Compensated Employees or (b) the group comprised of
         Eligible Employees who are Non-Highly Compensated Employees, whichever
         is applicable.


1.10     BANK CONTRIBUTION ACCOUNT means the separate, individual account
         established on behalf of a Participant to which the Bank Contributions
         made on such Participant's behalf are credited, together with all
         earnings and appreciation thereon, and against which are charged any
         withdrawals, loans and other distributions made from such account and
         any losses, depreciation or expenses allocable to amounts credited to
         such account. Effective April 15, 1999, Bank Contribution Account shall
         also mean matching contribution accounts maintained on behalf of
         Employees of the acquired Financial Federal Savings Bank under the
         former Financial Federal Plan, as in effect on April 14, 1999.


1.11     BANK CONTRIBUTIONS means the contributions made by the Employer
         pursuant to Section 3.4. Bank Contributions also means those
         contributions made by the Employer under the provisions of the Prior
         Plan as in effect prior to July 1, 1991.


1.12     BEFORE-TAX CONTRIBUTION ACCOUNT means the separate, individual account
         established on behalf of a Participant to which Before-Tax
         Contributions and Special Contributions, if any, made on his behalf are
         credited, together with all earnings and appreciation thereon, and
         against which are charged any withdrawals, loans and other
         distributions made from such account and any losses, depreciation or
         expenses allocable to amounts credited to such account. Effective March
         1, 1997, Before-Tax Contribution Account shall also mean before-tax
         contribution accounts maintained on behalf of Employees of the

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717                                  4    THE DIME SAVINGS BANK OF WILLIAMSBURGH
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                                                                     ARTICLE I -
                                                                     DEFINITIONS
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         Acquired Company under the former Pioneer Plan, as in effect on and
         prior to February 28, 1997. Effective April 15, 1999, Before-Tax
         Contribution Account shall also mean before-tax contribution accounts
         maintained on behalf of Employees of Financial Federal under the
         former Financial Federal Plan, as in effect on and prior to April 14,
         1999.


1.13     BEFORE-TAX CONTRIBUTIONS means the contributions of the Employer made
         in accordance with the Compensation Reduction Agreements of
         Participants pursuant to Section 3.1. Effective as of January 1, 1997,
         there are no future Before-Tax Contributions made in accordance with
         the Compensation Reduction Agreements of Participants pursuant to
         Section 3.1.


1.14     BENEFICIARY means any person who is receiving or is eligible to receive
         a benefit under Section 7.7 of the Plan upon the death of an Employee
         or former Employee.


1.15     BOARD means the board of trustees, directors or other governing body
         of the Sponsoring Employer.



1.16     CODE means the Internal Revenue Code of 1986, as amended from time to
         time.


1.17     COMMITTEE means the person or persons appointed by the Employer in
         accordance with Section 9.2(b).


1.18     COMPENSATION means the base compensation receivable by an Employee from
         the Employer for the calendar year prior to any reduction pursuant to a
         Compensation Reduction Agreement. Base compensation shall include
         salary, Before-Tax Contributions, wages and wage continuation payments
         to an Employee who is absent due to illness or disability of a
         short-term nature, overtime and commissions.


         Compensation shall not exceed one hundred sixty thousand dollars
         ($160,000), adjusted in multiples of ten thousand dollars ($10,000) for
         increases in the cost-of-living as prescribed by the Secretary of the
         Treasury under Section 401(a)(17)(B) of the Code. For purposes of this
         Section 1.18, if the Plan Year in which a Participant's Compensation is
         being made is less than twelve (12) calendar months, the amount of
         Compensation taken into account for such Plan Year shall be the
         adjusted amount, as prescribed by the Secretary of the Treasury under
         Section 401(a)(17) of the Code, for such Plan Year multiplied by a
         fraction, the numerator of which is the number of months taken into
         account for such Plan Year and the denominator of which is twelve (12).
         In determining the dollar limitation hereunder, compensation received
         from any Affiliated Employer shall be recognized as Compensation.


         For purposes of determining Before-Tax Contributions, Compensation of
         an Employee of an Acquired Company shall include amounts received from
         the Acquired Company during the payroll period in which the date of the
         transaction by which such company became an Acquired Company occurs, if
         such amounts would otherwise be considered to be Compensation under
         this Section 1.18.

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717                                  5    THE DIME SAVINGS BANK OF WILLIAMSBURGH
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                                                                     ARTICLE I -
                                                                     DEFINITIONS
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1.19     COMPENSATION REDUCTION AGREEMENT means an agreement between the
         Employer and an Eligible Employee whereby the Eligible Employee agrees
         to reduce his Compensation during the applicable payroll period by an
         amount equal to any whole percentage thereof, to the extent provided in
         Section 3.1, and the Employer agrees to contribute to the Trust, on
         behalf of such Eligible Employee, an amount equal to the specified
         reduction in Compensation.


1.20     COMPUTATION PERIOD means the twelve (12) consecutive month period
         commencing with the Employee's Employment Commencement Date and each
         Plan Year commencing subsequent to the Employee's Employment
         Commencement Date.


1.21     DISABILITY means a physical or mental condition, determined after
         review of those medical reports deemed satisfactory for this purpose,
         which renders the Participant totally and permanently incapable of
         engaging in any substantial gainful employment based on his education,
         training and experience.


1.22     EARLY RETIREMENT DATE means the first day of any month coincident with
         or following the date the Participant completes five (5) years of
         credited service and either: (a) the Participant has attained age sixty
         (60) or (b) the Participant has completed at least thirty (30) years of
         vested service. For purposes of this Section 1.22, credited service and
         vested service mean credited service and vested service as defined in
         the Sponsoring Employer's defined benefit retirement plan. Effective
         March 1, 1997, for Employees who were employed by the Acquired Company
         as of the date of acquisition, June 26, 1996, Early Retirement Date
         shall mean the first day of any month coincident with or following such
         Employee's attainment of age fifty-five (55). Effective April 15, 1999,
         for Employees who were employed by the Financial Federal as of the date
         of acquisition, January 21, 1999, Early Retirement Date shall mean the
         first day of any month coincident with or following the later of (i)
         the Participant's attainment of age fifty-five (55) or (ii) the
         completion of a Period of Service of ten (10) years.


1.23     EFFECTIVE DATE means July 1, 1973.


1.24     ELIGIBLE EMPLOYEE means an Employee who is eligible to participate in
         the Plan pursuant to the provisions of Article II.


1.25     EMPLOYEE means any person employed by the Employer.


1.26     EMPLOYER means The Dime Savings Bank of Williamsburgh and any
         Participating Affiliate or any successor organization which shall
         continue to maintain the Plan set forth herein.


1.27     EMPLOYER RESOLUTIONS means resolutions adopted by the Board.


1.28     EMPLOYMENT COMMENCEMENT DATE means the date on which an Employee first
         performs an Hour of Service for the Employer upon initial employment
         or, if applicable, upon reemployment.


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717                                  6    THE DIME SAVINGS BANK OF WILLIAMSBURGH
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                                                                     ARTICLE I -
                                                                     DEFINITIONS
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1.29     ERISA means the Employee Retirement Income Security Act of 1974, as
         amended from time to time.


1.30     FINANCIAL FEDERAL means Financial Federal Savings Bank which was
         acquired by the Employer on January 21, 1999.


1.31     FINANCIAL FEDERAL PLAN means financial Federal Savings Bank Incentive
         Savings Plan in RSI Retirement Trust as in effect on and prior to April
         14, 1999.


1.32     FORFEITURES means any amounts forfeited pursuant to Section 4.2.


1.33     HARDSHIP means the condition described in Section 7.3.


1.34     HIGHLY COMPENSATED EMPLOYEE means, with respect to a Plan Year, an
         Employee or an employee of an Affiliated Employer who is such an
         Employee or employee during the Plan Year for which a determination is
         being made and who:


         (a)      during the Plan Year immediately preceding the Plan Year for
                  which a determination is being made, received compensation as
                  defined under Section 414(q)(4) of the Code ("Section 414(q)
                  Compensation") from the Employer, in excess of eighty thousand
                  dollars ($80,000), adjusted as prescribed by the Secretary of
                  the Treasury under Section 415(d) of the Code, or


         (b)      at any time during the Plan Year for which a determination is
                  being made or at any time during the Plan Year immediately
                  preceding the Plan Year for which a determination is being
                  made, was a five-percent owner as described under Section
                  414(q)(2) of the Code.


         For purposes of subsection (a) above, effective for Plan Years
         commencing after December 31, 1997, Section 414(q) Compensation shall
         include (A) any elective deferral (as defined in Section 402(g)(3) of
         the Code, and (B) any amount which is contributed or deferred by the
         Employer at the election of the Employee and which is not includable in
         the gross income of the Employee by reason of Section 125 or 457 of the
         Code.


         Highly Compensated Employee also means a former Employee who (A)
         incurred a Termination of Service prior to the Plan Year of the
         determination, (B) is not credited with an Hour of Service during the
         Plan Year of the determination and (C) satisfied the requirements of
         subsection (a) or (b) during either the Plan Year of his Termination of
         Service or any Plan Year ending coincident with or subsequent to the
         Employee's attainment of age fifty-five (55).


1.35     HOUR OF SERVICE means the following:


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

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717                                  7    THE DIME SAVINGS BANK OF WILLIAMSBURGH
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                                                                     ARTICLE I -
                                                                     DEFINITIONS
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         (b)      each hour for which an Employee is directly or indirectly paid
                  or entitled to payment by the Employer for reasons (such as
                  but not limited to vacation, sickness or disability) other
                  than for the performance of duties (irrespective of whether
                  the employment relationship has terminated). These hours shall
                  be credited to the Employee for the computation period or
                  periods in which the nonperformance of duties occur; and


         (c)      each hour for which back pay, irrespective of mitigation of
                  damage, has been either awarded or agreed to by the Employer.
                  These hours shall be credited to the Employee for the
                  computation period or periods to which the award or agreement
                  pertains rather than the computation period in which the
                  award, agreement, or payment was made. These same Hours of
                  Service shall not be credited under both paragraph (a) or
                  paragraph (b) of this Section, and under this paragraph (c).


         (d)      Hours of Service shall be computed and credited in accordance
                  with Section 2530.200b-2 of the Department of Labor
                  Regulations which are incorporated herein by reference.


         (e)      Hours of Service shall include Affiliated Service.


         Hours of Service for Employees for whom records of hours are not
         maintained shall be determined on the assumption that each Employee has
         completed forty-five (45) Hours of Service during each week for which
         he would be required to be credited with at least one (1) Hour of
         Service.


1.36     INVESTMENT ACCOUNTS means any and all of the investment accounts
         established by Board resolutions and presented to the Trustees or the
         Share Investment Account for the purpose of investing contributions
         made to the Trust Fund in accordance with the provisions of the
         Agreement. The securities and other property in which contributions to
         the Investment Accounts of the Trust Fund may be invested shall be
         specified in the Agreement or the Separate Agreement and the rights of
         the Trustees or Separate Agency shall be established in accordance with
         the provisions of such Agreement or the Separate Agreement.


1.37     LEASED EMPLOYEE means any individual (other than an Employee of the
         Employer or an employee of an Affiliated Employer) who, pursuant to an
         agreement between the Employer or any Affiliated Employer and any other
         person ("leasing organization"), has performed services for the
         Employer or any Affiliated Employer on a substantially full-time basis
         for a period of at least one (1) year, and such services are performed
         under the primary direction of and control by the Employer or any
         Affiliated Employer. A determination as to whether a Leased Employee
         shall be treated as an Employee of the Employer or an Affiliated
         Employer shall be made as follows: a Leased Employee shall not be
         considered an Employee of the Employer if: (a) such employee is a
         participant in a money purchase pension plan providing (i) a
         nonintegrated Employer contribution rate of at least ten percent (10%)
         of compensation, as defined in Section 415(c)(3) of the Code, however,
         including amounts contributed pursuant to a compensation reduction
         agreement
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717                                  8    THE DIME SAVINGS BANK OF WILLIAMSBURGH
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                                                                     ARTICLE I -
                                                                     DEFINITIONS
--------------------------------------------------------------------------------

         which are excludable from the employee's gross income under Section
         125, Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of the
         Code; (ii) immediate plan participation; and (iii) full and immediate
         vesting; and (b) Leased Employees do not constitute more than twenty
         percent (20%) of the Employer's Non-Highly Compensated Employees.


1.38     MERGED PLAN means a defined contribution plan permitting salary
         reduction contributions or, if none, other defined contribution plan of
         an Acquired Company.


1.39     NAMED FIDUCIARIES means the Trustees, the Committee and the Separate
         Agency and such other parties who are designated by the Sponsoring
         Employer to control and manage the operation and administration of the
         Plan.


1.40     NET VALUE means the value of an Employee's Accounts as determined as of
         the Valuation Date coincident with or next following the event
         requiring such determination.


1.41     NON-HIGHLY COMPENSATED EMPLOYEE means, with respect to a Plan Year, an
         Employee who is not a Highly Compensated Employee.


1.42     NORMAL RETIREMENT AGE means the date an Employee attains age
         sixty-five (65).


1.43     NORMAL RETIREMENT DATE means the first day of the month coincident with
         or next following the Participant's Normal Retirement Age.


1.44     ONE YEAR PERIOD OF SEVERANCE means a twelve (12) consecutive month
         period following an Employee's Termination of Service with the Employer
         during which the Employee did not perform an Hour of Service. Prior to
         July 1, 1991, a One Year Period of Severance means a Plan Year during
         which the Employee did not complete at least 501 Hours of Service.


         Notwithstanding the foregoing, for purposes of determining a One Year
         Period of Severance, an Employee who:


         (a)      was an employee of the Employer on June 30, 1991; and


         (b)      terminates employment with the Employer during his
                  Computation Period which includes July 1, 1991; and


         (c)      is credited with at least five hundred and one (501) Hours
                  of Service during his Computation Period which includes July
                  1, 1991


         shall be deemed to incur a Termination of Service as of the first day
         immediately following the last day of such Computation Period.


         Notwithstanding the foregoing, if an Employee is absent from employment
         for maternity or paternity reasons, such absence during the twenty-four
         (24) month period commencing on the first date of such absence shall
         not constitute a One Year Period of Severance. An

--------------------------------------------------------------------------------
717                                   9   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                     ARTICLE I -
                                                                     DEFINITIONS
--------------------------------------------------------------------------------
         absence from employment for maternity or paternity reasons means an
         absence (i) by reason of pregnancy of the Employee, or (ii) by reason
         of a birth of a child of the Employee, or (iii) by reason of the
         placement of a child with the Employee in connection with the adoption
         of such child by such Employee, or (iv) for purposes of caring for
         such child for a period beginning immediately following such birth or
         placement.


1.45     PARTICIPANT means an Eligible Employee who participated in accordance
         with the provisions of Section 2.3, and whose participation in the Plan
         has not been terminated in accordance with the provisions of Section
         2.4.


1.46     PARTICIPANT CONTRIBUTION ACCOUNT means the separate, individual account
         established on behalf of a Participant to which Participant
         Contributions are credited, together with all earnings and appreciation
         thereon, and against which are charged any withdrawals, loans and other
         distributions made from such account and any losses, depreciation or
         expenses allocable to amounts credited to such account.


1.47     PARTICIPANT  CONTRIBUTIONS  means those  contributions  made by a
         Participant prior to July 1, 1991 under the provisions of the Prior
         Plan as in effect prior to July 1, 1991.

1.48     PARTICIPATING AFFILIATE means any corporation that is a member of a
         controlled group of corporations (within the meaning of Section 414(b)
         of the Code) of which the Sponsoring Employer is a member and any
         unincorporated trade or business that is a member of a group of trades
         or businesses under common control (within the meaning of Section
         414(c) of the Code) of which the Sponsoring Employer is a member,
         which, with the prior approval of the Sponsoring Employer and subject
         to such terms and conditions as may be imposed by such Sponsoring
         Employer and the Trustees, shall adopt this Plan in accordance with the
         provisions of Section 13.8 and the Agreement. Such entity shall
         continue to be a Participating Affiliate until such entity terminates
         its participation in the Plan in accordance with Section 13.8.

1.49     PERIOD OF SERVICE means the following:


         (a)      if an Employee's Employment Commencement Date occurred prior
                  to the July 1, 1991, the sum of:


                  (i)      the number of years of service credited to such
                           Employee as of the last day of the Computation Period
                           which ended immediately prior to July 1, 1991 under
                           the provisions of the Prior Plan as in effect prior
                           to July 1, 1991; and


                  (ii)     the period commencing with the first day of the
                           Computation Period which began immediately prior to
                           July 1, 1991 and ending on the date such Employee
                           first incurs a Termination of Service.


                  Notwithstanding the foregoing, for purposes of determining a
Period of Service, an Employee who:


                           (A)      was an Employee of the Employer on June 30,
                                    1991;
--------------------------------------------------------------------------------
717                                 10    THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                     ARTICLE I -
                                                                     DEFINITIONS
--------------------------------------------------------------------------------

                           (B)      terminates employment with the Employer
                                    during his Computation Period which includes
                                    July 1, 1991; and


                           (C)      is credited with at least one thousand
                                    (1,000) Hours of Service during his
                                    Computation Period which includes July 1,
                                    1991


                  shall be deemed to incur a Termination of Service as of the
                  first day immediately following the last day of such
                  Computation Period.


         (b)      if an Employee's Employment Commencement Date occurs on or
                  after July 1, 1991, the period commencing with the Employee's
                  Employment Commencement Date and ending on the date such
                  Employee first incurs a Termination of Service.


         (c)      For purposes of determining eligibility to participate and
                  vesting of contributions under the Plan, the Period of Service
                  of any individual who was employed by an Acquired Company on
                  the date of the transaction by which such company became an
                  Acquired Company, shall include service recognized for
                  purposes of vesting and eligibility to participate under the
                  Merged Plan of such Acquired Company. For purposes of
                  determining vesting of contributions under the Plan, Period of
                  Service with Financial Federal, of any individual who was
                  employed by Financial Federal, shall be recognized for vesting
                  purposes.


         Notwithstanding the foregoing, the period between the first and second
         anniversary of the first date of a maternity or paternity absence
         described under Section 1.44 shall not be included in determining a
         Period of Service.


         A period after July 1, 1991 during which an individual was not employed
         by the Employer shall nevertheless be deemed to be a Period of Service
         if such individual incurred a Termination of Service and:


                  (i)      such Termination of Service was the result of
                           resignation, discharge or retirement and such
                           individual is reemployed by the Employer within one
                           (1) year after such Termination of Service; or


                  (ii)     such Termination of Service occurred when the
                           individual was otherwise absent for less than one (1)
                           year and he was reemployed by the Employer within one
                           (1) year after the date such absence began.


         All Periods of Service not disregarded under Sections 2.5 and 4.3 shall
be aggregated.


         Wherever used in the Plan, a Period of Service means the quotient
         obtained by dividing the days in all Periods of Service not disregarded
         hereunder by three hundred sixty five (365) and disregarding any
         fractional remainder.


1.50     PIONEER PLAN means Pioneer Savings Bank, FSB Tax Deferral Savings Plan
         in RSI Retirement Trust as in effect on and prior to February 28, 1997.

--------------------------------------------------------------------------------
717                                 11    THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                     ARTICLE I -
                                                                     DEFINITIONS
--------------------------------------------------------------------------------


1.51     PIONEER PRIOR MATCHING CONTRIBUTION ACCOUNT means that separate,
         individual account established on behalf of a Participant who was
         employed by the Acquired Company and who was a participant under the
         former Pioneer Plan, to which such Pioneer Prior Matching Contributions
         were credited, together with all earnings and appreciation thereon, and
         against which are charged any withdrawals, loans and other
         distributions made from such account and any losses, depreciation or
         expenses allocable to amounts credited to such account.


1.52     PIONEER PRIOR MATCHING CONTRIBUTION means contributions made on behalf
         of a Participant who was employed by the Acquired Company and who was a
         participant under the Pioneer Plan.


1.53     PLAN means The Dime Savings Bank of Williamsburgh 401(k) Savings Plan
         in RSI Retirement Trust, as herein restated and as it may be amended
         from time to time. The Plan shall be a Plan of Partial Participation AS
         defined in the Agreement.


1.54     PLAN ADMINISTRATOR means the person or persons who have been designated
         as such by the Employer in accordance with the provisions of Section
         9.4.


1.55     PLAN FUNDS means the assets of the Plan held in the Trust Fund and the
         Separate Assets.


1.56     PLAN YEAR means the calendar year.


1.57     POSTPONED RETIREMENT DATE means the first day of the month coincident
         with or next following a Participant's date of actual retirement which
         occurs after his Normal Retirement Date.


1.58     PRIOR PLAN means The Dime Savings Bank of Williamsburgh 401(k) Savings
         Plan in RSI Retirement Trust as in effect on the date immediately
         preceding the Restatement Date.


1.59     QUALIFIED NONELECTIVE CONTRIBUTIONS means contributions, other than
         Bank Contributions, made by the Employer, which (a) Participants may
         not elect to receive in cash in lieu of their being contributed to the
         Plan; (b) are one hundred percent (100%) nonforfeitable when made; and
         (c) are not distributable under the terms of the Plan to Participants
         or their Beneficiaries until the earliest of:


                  (i)      the Participant's death, Disability or separation
                           from service for other reasons;


                  (ii)     the Participant's attainment of age fifty-nine and
                           one-half (59-1/2); or


                  (iii)    termination of the Plan.


         Special Contributions defined under Section 1.69 are Qualified
         Nonelective Contributions.


1.60     RESTATEMENT DATE means January 1, 1997.


--------------------------------------------------------------------------------
717                                12    THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                     ARTICLE I -
                                                                     DEFINITIONS
--------------------------------------------------------------------------------


1.61     RETIREMENT DATE means the Participant's Normal Retirement Date, Early
         Retirement Date or Postponed Retirement Date, whichever is applicable.


1.62     ROLLOVER CONTRIBUTION means (a) a contribution to the Plan of money
         received by an Employee from a qualified plan or (b) a contribution to
         the Plan of money transferred directly from another qualified plan on
         behalf of the Employee, which the Code permits to be rolled over into
         the Plan.


1.63     ROLLOVER CONTRIBUTION ACCOUNT means the separate, individual account
         established on behalf of an Employee to which his Rollover
         Contributions are credited together with all earnings and appreciation
         thereon, and against which are charged any withdrawals, loans and other
         distributions made from such account and any losses, depreciation or
         expenses allocable to amounts credited to such account. Effective March
         1, 1997, Rollover Contribution Account shall also mean rollover
         contribution accounts maintained on behalf of Employees of the Acquired
         Company under the former Pioneer Plan as in effect on and prior to
         February 28, 1997. Effective April 15, 1999, Rollover Contribution
         Account shall also mean rollover contribution accounts maintained on
         behalf of Employees of Financial Federal under the former Financial
         Federal Plan as in effect on and prior to April 14, 1999.


1.64     SEPARATE AGENCY means any trustee or insurance carrier holding Plan
         Funds under a Separate Agreement.


1.65     SEPARATE AGREEMENT means the trust agreement or insurance contract
         governing the investment and administration of any Separate Assets.


1.66     SEPARATE ASSETS means assets of the Plan as described in Section 5.2(b)
         which are held under an insurance contract issued to the Employer or in
         a trust other than the Trust.


1.67     SHARE INVESTMENT ACCOUNT means the Investment Account comprised
         primarily of Shares and fractional Shares. The Separate Assets shall
         consist of the Share Investment Account, effective as of February 8,
         1996. The Share Investment Account shall be governed by the provisions
         of this Plan and the provisions of the Separate Agreement entered into
         in connection with such Account between the Employer and the Separate
         Agency selected as trustee for the Share Investment Account.


1.68     SHARES means shares and any fraction thereof of common stock of Dime
         Community Bancorp, Inc. Effective August 13, 1998, Dime Community
         Bancorp, Inc. changed its name to Dime Community Bancshares, Inc.


1.69     SPECIAL CONTRIBUTIONS means the contributions made by the Employer
         pursuant to Section 3.5. Special Contributions are Qualified
         Nonelective Contributions as defined under Section 1.59.


1.70     SPONSORING EMPLOYER means The Dime Savings Bank of Williamsburgh or any
         successor organization which shall continue to maintain the Plan set
         forth herein.

--------------------------------------------------------------------------------
717                                 13    THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                     ARTICLE I -
                                                                     DEFINITIONS
--------------------------------------------------------------------------------

1.71     SPOUSE means a person to whom the Employee was legally married and
         which marriage had not been dissolved by formal divorce proceedings
         that had been completed prior to the date on which payments to the
         Employee are scheduled to commence.


1.72     TERMINATION OF SERVICE means the earlier of (a) the date on which an
         Employee's service is terminated by reason of his resignation,
         retirement, discharge, death or Disability or (b) the first anniversary
         of the date on which such Employee's service is terminated for any
         other reason.


         Service in the Armed Forces of the United States shall not constitute a
         Termination of Service but shall be considered to be a period of
         employment by the Employer provided that (i) such military service is
         caused by war or other emergency or the Employee is required to serve
         under the laws of conscription in time of peace, (ii) the Employee
         returns to employment with the Employer within six (6) months following
         discharge from such military service and (iii) such Employee is
         reemployed by the Employer at a time when the Employee had a right to
         reemployment at his former position or substantially similar position
         upon separation from such military duty in accordance with seniority
         rights as protected under the laws of the United States of America.
         Notwithstanding any provision of the Plan to the contrary, effective
         December 12, 1994, contributions, benefits and calculation of Periods
         of Service with respect to qualified military service will be provided
         in accordance with Section 414(u) of the Code.


         A leave of absence granted to an Employee by the Employer shall not
         constitute a Termination of Service provided that the Participant
         returns to the active service of the Employer at the expiration of any
         such period for which leave has been granted.


         Notwithstanding the foregoing, an Employee who is absent from service
         with the Employer beyond the first anniversary of the first date of his
         absence for maternity or paternity reasons set forth in Section 1.44
         shall incur a Termination of Service for purposes of the Plan on the
         second anniversary of the date of such absence.


1.73     TRUST means the trust established or maintained under the Agreement
         with respect to the Plan.


1.74     TRUST FUND means the assets held in accordance with the Agreement.


1.75     TRUSTEES means the Trustees of the RSI Retirement Trust.


1.76     UNITS means the units of measure of an Employee's proportionate
         undivided beneficial interest in one or more of the Investment
         Accounts, valued as of the close of business.


1.77     VALUATION DATE means each business day.




--------------------------------------------------------------------------------
717                                 14    THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                    ARTICLE II -
                                                   ELIGIBILITY AND PARTICIPATION
--------------------------------------------------------------------------------
                                  ARTICLE II -
                          ELIGIBILITY AND PARTICIPATION

2.1      ELIGIBILITY PRIOR TO JANUARY 1, 1997


         (a)      Every Employee who was a Participant in the Prior Plan
                  immediately prior to the Restatement Date shall continue to be
                  a Participant on the Restatement Date.


         (b)      Every other Employee who is not excluded under the provisions
                  of Section 2.2 shall become an Eligible Employee upon
                  satisfying each of the following conditions:


                  (i)     completion of a Period of Service of one (1) year; and


                  (ii)    classification as a salaried Employee.


         (c)      For purposes of determining (i) if an Employee completed a
                  Period of Service of one (1) year and (ii) Periods of Service
                  pursuant to Section 2.5, employment with an Affiliated
                  Employer shall be deemed employment with the Employer.


         (d)      An Employee who otherwise satisfies the requirements of this
                  Section 2.1 and who is no longer excluded under the provisions
                  of Section 2.2 shall immediately become an Eligible Employee.


         (e)      Effective as of January 1, 1997, there will be no new
                  enrollments in the Plan.


2.2      INELIGIBLE EMPLOYEES


         The following classes of Employees were ineligible to participate in
the Plan:


         (a)      Employees compensated on an hourly or commission basis;


         (b)      Leased Employees;


         (c)      Employees in a unit of Employees covered by a collective
                  bargaining agreement with the Employer pursuant to which
                  employee benefits were the subject of good faith bargaining
                  and which agreement does not expressly provide that Employees
                  of such unit be covered under the Plan; and


         (d)      Owner-Employees. For purposes of this Section 2.2(d),
                  Owner-Employee means an individual who is a sole proprietor or
                  who is a partner owning more than ten percent (10%) of either
                  the capital or profits interest of a partnership which adopted
                  the Plan.



--------------------------------------------------------------------------------
717                                 15    THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                    ARTICLE II -
                                                   ELIGIBILITY AND PARTICIPATION
--------------------------------------------------------------------------------
2.3      PARTICIPATION PRIOR TO JANUARY 1, 1997


         An Eligible Employee may elect to participate as of the first day of
         any payroll period of any calendar month following satisfaction of the
         eligibility requirements set forth in Section 2.1, and either: (a) an
         election for Before-Tax Contributions in accordance with Section 3.1 or
         (b) eligibility for Special Contributions in accordance with Section
         3.5. An election for Before-Tax Contributions shall be evidenced by
         completing and filing the form prescribed by the Committee not less
         than ten (10) days prior to the date participation is to commence. Such
         form shall include, but not be limited to, a Compensation Reduction
         Agreement, a designation of Beneficiary, and an investment direction as
         described in Section 6.1. By completing and filing such form, the
         Eligible Employee authorizes the Employer to make the applicable
         payroll deductions from Compensation, commencing on the first
         applicable payday coincident with or next following the effective date
         of the Eligible Employee's election to participate. In the case of
         Special Contributions, a Participant shall complete a form prescribed
         by the Committee, designating a Beneficiary and an investment direction
         as described in Section 6.1. Employees of an Acquired Company who are
         eligible to participate on the date of the transaction by which such
         company became an Acquired Company, may also elect to participate as of
         the first day of the payroll period in which such transaction occurs.


         Effective as of January 1, 1997, there will be no new enrollments in
         the Plan.


2.4      TERMINATION OF PARTICIPATION


         Participation in the Plan shall terminate on the earlier of the date a
         Participant dies or the entire vested interest in the Net Value of such
         Participant's Accounts has been distributed.


2.5      ELIGIBILITY UPON REEMPLOYMENT


         If an Employee incurs a One Year Period of Severance prior to
         satisfying the eligibility requirements of Section 2.1, service prior
         to such One Year Period of Severance shall be disregarded and such
         Employee must satisfy the eligibility requirements of Section 2.1 as a
         new Employee.


         If an Employee incurs a One Year Period of Severance after satisfying
         the eligibility requirements of Section 2.1 and:


         (a)      if such Employee is not vested in any Bank  Contributions,
                  incurs a One Year Period of Severance and again performs an
                  Hour of Service, the Employee shall receive credit for
                  Periods of Service prior to a One Year Period of Severance
                  only if the number of consecutive One Year Periods of
                  Severance is less than the greater of: (i) five (5) years or
                  (ii) the aggregate number of such Employee's Periods of
                  Service credited before his One Year Period of Severance. If
                  such former Employee's Periods of Service prior to his One
                  Year Period of Severance are recredited under this Section
                  2.5, such former Employee shall be eligible to participate
                  immediately upon reemployment, provided such Employee is not
                  excluded from participating under the provisions of Section
                  2.2. If such former


--------------------------------------------------------------------------------
717                                 16    THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                    ARTICLE II -
                                                   ELIGIBILITY AND PARTICIPATION
--------------------------------------------------------------------------------

                  Employee's Periods of Service prior to his One Year Period
                  of Severance are not recredited under this Section 2.5, such
                  Employee must satisfy the eligibility requirements of
                  Section 2.1 as a new Employee;


         (b)      if such Employee is vested in any Bank Contributions, incurs a
                  One Year Period of Severance and again performs an Hour of
                  Service, the Employee shall receive credit for Periods of
                  Service prior to his One Year Period of Severance and shall be
                  eligible to participate in the Plan immediately upon
                  reemployment, provided such Employee is not excluded from
                  participating under the provisions of Section 2.2.

--------------------------------------------------------------------------------
717                                  17   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                   ARTICLE III -
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------


                                  ARTICLE III -
                 CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS

3.1      BEFORE-TAX CONTRIBUTIONS PRIOR TO JANUARY 1, 1997


         The Employer shall make Before-Tax Contributions for each payroll
         period in an amount equal to the amount by which a Participant's
         Compensation has been reduced with respect to such period under his
         Compensation Reduction Agreement. Subject to the limitations set forth
         in Sections 3.2 and 3.11, the amount of reduction authorized by the
         Eligible Employee shall be limited to whole percentages of Compensation
         and shall not be less than one percent (1%) nor greater than nine
         percent (9%). The Before-Tax Contributions made on behalf of a
         Participant shall be credited to such Participant's Before-Tax
         Contribution Account and shall be invested in accordance with Article
         VI of the Plan.


         Effective as of January 1, 1997, no future Before-Tax Contributions
shall be made under the Plan.


3.2      LIMITATION ON BEFORE-TAX CONTRIBUTIONS


         (a)      The percentage of Before-Tax Contributions made on behalf of a
                  Participant who is a Highly Compensated Employee shall be
                  limited so that the Average Actual Deferral Percentage for the
                  group of such Highly Compensated Employees for the Plan Year
                  does not exceed the greater of:


                  (i)      the Average Actual Deferral Percentage for the group
                           of Eligible Employees who are Non-Highly Compensated
                           Employees for the preceding Plan Year multiplied by
                           1.25; or


                  (ii)     the Average Actual Deferral Percentage for the group
                           of Eligible Employees who are Non-Highly Compensated
                           Employees for the preceding Plan Year, multiplied by
                           two (2);


                  provided, in the case of subsection (ii) above, that the
                  difference in the Average Actual Deferral Percentage for
                  eligible Highly Compensated Employees and eligible Non-Highly
                  Compensated Employees does not exceed two percent (2%). Use of
                  this alternative limitation shall be subject to the provisions
                  of Income Tax Regulations issued under Code Section 401(m)(9)
                  regarding the multiple use of the alternative limitation set
                  forth in Sections 401(k) and 401(m) of the Code. The preceding
                  Plan Year testing method can only be modified if the Plan
                  meets the requirements for changing to current Plan Year
                  testing as set forth in Internal Revenue Service Notice 98-1,
                  or any successor future guidance issued by the Internal
                  Revenue Service.


                  The above subsections (i) and (ii) shall be subject to the
                  distribution provisions of the last paragraph of Section
                  3.11(f).

--------------------------------------------------------------------------------
717                                  18   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                   ARTICLE III -
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------



                  If the Average Actual Deferral Percentage for the group of
                  eligible Highly Compensated Employees exceeds the limitations
                  set forth in the preceding paragraph, the amount of excess
                  Before-Tax Contributions for a Highly Compensated Employee
                  shall be determined by "leveling"(as hereafter defined), the
                  highest Before-Tax Contributions made by Highly Compensated
                  Employees until the Average Actual Deferral Percentage test
                  for the group of eligible Highly Compensated Employees
                  complies with such limitations. For purposes of this
                  paragraph, "leveling" means reducing the Before-Tax
                  Contribution of the Highly Compensated Employee with the
                  highest Before-Tax Contribution amount to the extent required
                  to:


                  (A)      enable the Average Actual Deferral Percentage
                           limitations to be met, or


                  (B)      cause such Highly Compensated Employee's Before-Tax
                           Contribution amount to equal the dollar amount of the
                           Before-Tax Contribution of the Highly Compensated
                           Employee with the next highest Before-Tax
                           Contribution amount by distribution of such excess
                           Before-Tax Contributions, as described below, to the
                           Highly Compensated Employee whose Before-Tax
                           Contributions equal the highest dollar amount,


                  and repeating such process until the Average Actual Deferral
                  Percentage for the group of eligible Highly Compensated
                  Employees complies with the Average Actual Deferral Percentage
                  limitations.


                  If Before-Tax Contributions made on behalf of a Participant
                  during any Plan Year exceed the maximum amount applicable to a
                  Participant as set forth above, any such contributions,
                  including any earnings thereon as determined under Section
                  3.8, shall be characterized as Compensation payable to the
                  Participant and shall be paid to the Participant from his
                  Before-Tax Contribution Account no later than two and one-half
                  (2-1/2) months after the close of such Plan Year.


                  If Before-Tax Contributions during any Plan Year exceed the
                  maximum amount applicable to a Participant as set forth above,
                  Bank Contributions, if any, including any earnings thereon as
                  determined under Section 3.8, that are attributable to
                  Before-Tax Contributions which are returned to the Participant
                  as provided hereunder, shall be treated as Forfeitures under
                  Section 4.2.


                  In the event that the Plan satisfies the requirements of
                  Section 401(k), 401(a)(4) or 410(b) of the Code only if
                  aggregated with one or more other plans, or if one or more
                  other plans satisfy the requirements of Section 401(k),
                  401(a)(4) or 410(b) of the Code only if aggregated with the
                  Plan, then this Section 3.2 shall be applied by determining
                  the Actual Deferral Percentages of Eligible Employees as if
                  all such plans were a single plan.


                  If any Highly Compensated Employee is a Participant in two (2)
                  or more cash or deferred arrangements of the Employer, for
                  purposes of determining the Actual

--------------------------------------------------------------------------------
717                                  19   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                   ARTICLE III -
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------


                  Deferral Percentage with respect to such Highly Compensated
                  Employee, all cash or deferred arrangements shall be treated
                  as one (1) cash or deferred arrangement.


         (b)      Before-Tax Contributions and elective deferrals (as defined
                  under Section 402(g) of the Code) under all other plans,
                  contracts or arrangements of the Employer made on behalf of
                  any Participant during the 1997 Plan Year shall not exceed
                  nine thousand five hundred dollars ($9,500). During the 1998
                  Plan Year, such amount shall be increased to ten thousand
                  dollars ($10,000) and remains at ten thousand dollars
                  ($10,000) for 1999. For Plan Years commencing after December
                  31, 1999, Before-Tax Contributions and any elective
                  deferrals (as defined under Section 402(g) of the Code)
                  under all other plans, contracts or arrangements of the
                  Employer shall be further adjusted as prescribed by the
                  Secretary of the Treasury under Section 415(d) of the Code.
                  This Section 3.2(b) shall be subject to the distribution
                  provisions of the last paragraph of Section 3.11(f).


         (c)      If Before-Tax Contributions made on behalf of a Participant
                  during any Plan Year exceed the dollar limitation set forth in
                  subsection (b), such contributions, including any earnings
                  thereon as determined under Section 3.8, shall be
                  characterized as Compensation payable to the Participant and
                  shall be paid to the Participant from his Before-Tax
                  Contribution Account no later than April 15th of the calendar
                  year following the close of such Plan Year.


                  If Before-Tax Contributions during any Plan Year exceed the
                  maximum dollar amount applicable to a Participant as set forth
                  in subsection (b), Bank Contributions, if any, including any
                  earnings thereon as determined under Section 3.8, that are
                  attributable to Before-Tax Contributions which are returned to
                  the Participant as provided hereunder, shall be treated as
                  Forfeitures under Section 4.2


         (d)      Subject to the requirements of Sections 401(a) and 401(k) of
                  the Code, the maximum amounts under subsections (a) and (b)
                  may differ in amount or percentage as between individual
                  Participants or classes of Participants, and any Compensation
                  Reduction Agreement may be terminated, amended, or suspended
                  without the consent of any such Participant or Participants in
                  order to comply with the provisions of such subsections (a)
                  and (b).


3.3      CHANGES IN BEFORE-TAX CONTRIBUTIONS


         This Section 3.3 is subject to the provisions of Section 3.1. Unless
         (a) an election is made to the contrary, or (b) a Participant receives
         a Hardship distribution pursuant to Section 7.3(c)(iii), the percentage
         of Before-Tax Contributions made under Section 3.1 shall continue in
         effect so long as the Participant has a Compensation Reduction
         Agreement in force. A Participant may, by completing the applicable
         form, prospectively increase or decrease the rate of Before-Tax
         Contributions made on his behalf to any of the percentages authorized
         under Section 3.1 or suspend Before-Tax Contributions without
         withdrawing from participation in the Plan. Such form must be filed at
         least ten (10) days prior to the first day of the payroll period with
         respect to which such change is to become


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                                                                   ARTICLE III -
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         effective. A Participant who has Before-Tax Contributions made on his
         behalf suspended may resume such contributions by completing and
         filing the applicable form. Only four (4) times in any Plan Year may
         an election be made which would prospectively increase, decrease,
         suspend or resume Before-Tax Contributions made on behalf of a
         Participant.


         Notwithstanding the foregoing, a Participant who receives a Hardship
         distribution pursuant to Section 7.3(c)(iii) shall have his
         Compensation Reduction Agreement deemed null and void and all
         Before-Tax Contributions made on behalf of such Participant shall be
         suspended until the later to occur of: (i) twelve (12) months after
         receipt of the Hardship distribution and (ii) the first payroll period
         coincident with or next following the first day of any calendar month
         which occurs ten (10) days following the completion and filing of a
         Compensation Reduction Agreement authorizing the resumption of
         Before-Tax Contributions to be made on his behalf. Before-Tax
         Contributions following a Hardship distribution made pursuant to
         Section 7.3(c)(iii) shall be subject to the following limitations:


         (A)      Before-Tax Contributions for the Participant's taxable year
                  immediately following the taxable year of the Hardship
                  distribution shall not exceed the applicable limit under
                  Section 402(g) of the Code for such next taxable year less the
                  amount of such Participant's Before-Tax Contributions for the
                  taxable year of the Hardship distribution, and


         (B)      the percentage of Before-Tax Contributions for the twelve (12)
                  month period following the mandatory twelve (12) month
                  suspension period shall not exceed the percentage of
                  Before-Tax Contributions made on behalf of the Participant as
                  set forth in the last Compensation Reduction Agreement in
                  effect prior to the Hardship distribution.


         Before-Tax Contributions based on Compensation for the period during
         which such contributions had been suspended or decreased may not be
         made up at a later date.


3.4      BANK CONTRIBUTIONS


         Effective as of May 31, 1996, the Employer discontinued contributions
         to the Plan which matched Participant's Before-Tax Contributions.


3.5      SPECIAL CONTRIBUTIONS


         In addition to other contributions, if any, the Employer may, in its
         discretion, make Special Contributions for a Plan Year, to the
         Before-Tax Contribution Account of any Eligible Employees. Such Special
         Contributions may be limited to the amount necessary to insure that the
         Plan complies with the requirements of Section 401(k) of the Code. The
         Special Contributions made on behalf of a Participant shall be invested
         in accordance with Article VI of the Plan.


         The Employer may provide that Special Contributions be made only on
         behalf of each Eligible Employee who is a Non-Highly Compensated
         Employee on the last day of the

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                                                                   ARTICLE III -
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         Plan Year. Such Special Contributions shall be allocated in proportion
         to each such Eligible Employee's Compensation for the Plan Year.


         Any other provision of the Plan to the contrary notwithstanding, no
         Bank Contributions shall be made with respect to any Special
         Contributions.


3.6      LIMITATION ON BANK CONTRIBUTIONS


         The Actual Contribution Percentage made on behalf of a Participant who
         is a Highly Compensated Employee shall be limited so that the Average
         Actual Contribution Percentage for the group of such Highly Compensated
         Employees for the Plan Year shall not exceed the greater of:


         (a)      the Average Actual Contribution Percentage for the group of
                  Eligible Employees who are Non-Highly Compensated Employees
                  for the preceding Plan Year multiplied by 1.25; or


         (b)      the Average Actual Contribution Percentage for the group of
                  Eligible Employees who are Non-Highly Compensated Employees
                  for the preceding Plan Year, multiplied by two (2);


         provided, in the case of subsection (b) above, that the difference in
         the Average Actual Contribution Percentage for Highly Compensated
         Employees and Non-Highly Compensated Employees does not exceed two
         percent (2%). Use of this alternative limitation shall be subject to
         the provisions of Income Tax Regulations issued under Code Section
         401(m)(9) regarding the multiple use of the alternative limitation set
         forth in Sections 401(k) and 401(m) of the Code. The preceding Plan
         Year testing method can only be modified if the Plan meets the
         requirements for changing to current Plan Year testing as set forth in
         Internal Revenue Service Notice 98-1, or any successor future guidance
         issued by the Internal Revenue Service.


         The above subsections (a) and (b) shall be subject to the distribution
         provisions of the last paragraph of Section 3.11(f).


         If the Average Actual Contribution Percentage for the group of eligible
         Highly Compensated Employees exceeds the limitations set forth in the
         preceding paragraph, the amount of excess Bank Contributions for a
         Highly Compensated Employee shall be determined by "leveling" (as
         hereafter defined,) the highest Bank Contributions until the Average
         Actual Contribution Percentage test for the group of eligible Highly
         Compensated Employees complies with such limitations. For purposes of
         this paragraph, "leveling" means reducing the Bank Contributions made
         on behalf of the Highly Compensated Employee with the highest Bank
         Contribution amount to the extent required to:


                  (i)      enable the Average Actual Contribution Percentage
                           limitations to be met, or


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                                                                   ARTICLE III -
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--------------------------------------------------------------------------------


                  (ii)     cause such Highly Compensated Employee's Bank
                           Contribution amount to equal the dollar amount of the
                           Bank Contribution made on behalf of the Highly
                           Compensated Employee with the next highest Bank
                           Contribution amount


         and repeating such process until the Average Actual Contribution
         Percentage for the group of eligible Highly Compensated Employees
         complies with the Average Actual Contribution Percentage limitations.


         If Bank Contributions, if any, during any Plan Year exceed the maximum
         amount applicable to a Participant as set forth above, any such
         contributions, including any earnings thereon as determined under
         Section 3.8, shall, whether or not vested, be treated as Forfeitures
         under Section 4.2.


         In the event that the Plan satisfies the requirements of Section
         401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or
         more other plans, or if one or more other plans satisfy the
         requirements of Section 401(m), 401(a)(4) or 410(b) of the Code only if
         aggregated with the Plan, then this Section 3.6 shall be applied by
         determining the Actual Contribution Percentages of Eligible Employees
         as if all such plans were a single plan.


         If any Highly Compensated Employee is a Participant in two (2) or more
         plans of the Employer, for purposes of determining the Actual
         Contribution Percentage with respect to such Highly Compensated
         Employee, all such plans shall be treated as one (1) plan.


3.7      AGGREGATE LIMIT; MULTIPLE USE OF ALTERNATIVE LIMITATION


         Multiple use of the alternative limitation in determining the Average
         Actual Deferral Percentage and Average Actual Contribution Percentage
         shall not be permitted.


         Multiple use of the alternative limitation occurs if, for the group of
         Eligible Employees who are Highly Compensated Employees, the sum of the
         Average Actual Deferral Percentage and the Average Actual Contribution
         Percentage exceeds the Aggregate Limit.


         For purposes of this Section 3.7, Aggregate Limit shall mean the
         greater of (a) or (b), where (a) and (b) are as follows:


         (a)      the sum of:


                  (i)      one hundred twenty-five percent (125%) of the greater
                           of:


                           (A)      the Average Actual Deferral  Percentage for
                                    the group of Eligible Employees who are
                                    Non-Highly Compensated Employees for the
                                    Plan Year; or


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                                                                   ARTICLE III -
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                           (B)      the Average Actual Contribution  Percentage
                                    for the group of Eligible Employees who are
                                    Non-Highly Compensated Employees for the
                                    Plan Year; and


                  (ii)     two (2) plus the lesser of subsection (a)(i)(A) or
                           (a)(i)(B), above. In no event shall this amount
                           exceed two hundred percent (200%) of the lesser of
                           subsection (a)(i)(A) or (a)(i)(B), above.


         (b)      the sum of:


                  (i)      one hundred twenty-five percent (125%) of the lesser
                           of:


                           (A)      the Average Actual Deferral  Percentage for
                                    the group of Eligible Employees who are
                                    Non-Highly Compensated Employees for the
                                    Plan Year; or


                           (B)      the Average Actual Contribution  Percentage
                                    for the group of Eligible Employees who are
                                    Non-Highly Compensated Employees for the
                                    Plan Year; and


                  (ii)     two (2) plus the greater of subsection (b)(i)(A) or
                           (b)(i)(B), above. In no event shall this amount
                           exceed two hundred percent (200%) of the greater of
                           subsection (b)(i)(A) or (b)(i)(B), above.


         If multiple use of the alternative limitation occurs, the excess
         Before-Tax Contributions for all Highly Compensated Employees under the
         Plan shall be reduced in accordance Section 3.2(a).


3.8      INTEREST ON EXCESS CONTRIBUTIONS


         In the event Before-Tax Contributions and/or Bank Contributions made on
         behalf of a Participant during a Plan Year exceed the maximum allowable
         amount as described in Section 3.2(a), 3.2(b) or 3.6 ("Excess
         Contributions") and such Excess Contributions and earnings thereon are
         payable to the Participant under the applicable provisions of the Plan,
         earnings on such Excess Contributions for the period commencing with
         the first day of the Plan Year in which the Excess Contributions were
         made and ending with the date of payment to the Participant
         ("Allocation Period") shall be determined in accordance with the
         provisions of this Section 3.8.


         The earnings allocable to excess Before-Tax Contributions for an
         Allocation Period shall be equal to the sum of (a) plus (b) where (a)
         and (b) are determined as follows:


         (a)      The amount of earnings attributable to the Participant's
                  Before-Tax Contribution Account for the Plan Year multiplied
                  by a fraction, the numerator of which is the excess Before-Tax
                  Contributions and Special Contributions for the Plan Year, and
                  the denominator of which is the sum of (i) the Net Value of
                  the Participant's Before-Tax Contribution Account as of the
                  last day of the immediately preceding Plan Year and (ii) the
                  contributions (including the Excess Contributions) made to the
                  Before-Tax Contribution Account on the Participant's behalf
                  during such Plan Year.


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                                                                   ARTICLE III -
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         (b)      The amount of earnings attributable to the Participant's
                  Before-Tax Contribution Account for the period commencing with
                  the first day of the Plan Year in which payment is made to the
                  Participant and ending with the date of payment to the
                  Participant multiplied by a fraction, the numerator of which
                  is the excess Before-Tax Contributions and Special
                  Contributions made to the Before-Tax Contribution Account on
                  the Participant's behalf during the Plan Year immediately
                  preceding the Plan Year in which the payment is made to the
                  Participant, and the denominator of which is the Net Value of
                  the Participant's Before-Tax Contribution Account on the first
                  day of the Plan Year in which the payment is made to the
                  Participant.


         The earnings allocable to excess Bank Contributions for an Allocation
         Period shall be equal to the sum of (A) and (B) where (A) and (B) are
         determined as follows:


         (A)      The amount of earnings attributable to the Participant's Bank
                  Contribution Account for the Plan Year multiplied by a
                  fraction, the numerator of which is the excess Bank for the
                  Plan Year, and the denominator of which is the sum of (I) the
                  Net Value of the Participant's Bank Contribution Account as of
                  the last day of the immediately preceding Plan Year and (II)
                  the contributions (including the Excess Contributions) made to
                  the Bank Contribution Account on the Participant's behalf
                  during such Plan Year.


         (B)      The amount of earnings attributable to the Participant's Bank
                  Contribution Account for the period commencing with the first
                  day of the Plan Year in which payment is made to the
                  Participant and ending with the date of payment to the
                  Participant multiplied by a fraction, the numerator of which
                  is the excess Bank Contributions made to the Bank Contribution
                  Account on the Participant's behalf during the Plan Year
                  immediately preceding the Plan Year in which the payment is
                  made to the Participant, and the denominator of which is the
                  Net Value of the Participant's Bank Contribution Account on
                  the first day of the Plan Year in which the payment is made to
                  the Participant.


3.9      PAYMENT OF CONTRIBUTIONS


         Subject to the provisions of Section 3.1, as soon as possible after
         each payroll period, but in any event within the time prescribed by law
         or regulation, the Employer shall deliver (a) to the Trustees (i) the
         Before-Tax Contributions required to be made to the Trust during such
         payroll period under the applicable Compensation Reduction Agreements
         and (ii) the Bank Contributions required to be made to the Trust during
         such payroll period; and (b) to the Separate Agency (i) the Before-Tax
         Contributions required to be made to the Separate Agency during such
         payroll period under the applicable


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                                                                   ARTICLE III -
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

         Compensation Reduction Agreements and (ii) the Bank Contributions
         required to be made to the Separate Agency during such payroll period.


         Special Contributions to the Trust or Separate Agency, as applicable,
         shall be forwarded by the Employer to the Trustees no later than the
         time for filing the Employer's federal income tax return, plus any
         extensions thereon, for the Plan Year to which they are attributable.


3.10     ROLLOVER CONTRIBUTIONS


         Subject to such terms and conditions as may from time to time be
         established by the Committee and the Trustees, an Employee, whether or
         not a Participant, may contribute a Rollover Contribution to the Plan
         Fund; provided, however, that such Employee shall submit a written
         certification, in form and substance satisfactory to the Committee,
         that the contribution qualifies as a Rollover Contribution. The
         Committee shall be entitled to rely on such certification and shall
         accept the contribution on behalf of the Trustees. Rollover
         Contributions shall be credited to an Employee's Rollover Contribution
         Account and shall be invested in accordance with Article VI of the
         Plan.


3.11     SECTION 415 LIMITS ON CONTRIBUTIONS


         (a)      For purposes of this Section 3.11, the following terms and
                  phrases shall have the meanings hereafter ascribed to them:


                  (i)      "Annual Additions" shall mean the sum of the
                           following amounts credited to a Participant's
                           Accounts for the Limitation Year: (A) Employer
                           contributions, including Before-Tax Contributions and
                           Bank Contributions; (B) any other Employee
                           contributions; (C) forfeitures; and (D)(1) amounts
                           allocated to an individual medical account as defined
                           in Sections 415(l)(2) of the Code, which is part of a
                           pension or annuity plan maintained by the Employer
                           and (2) amounts derived from contributions, paid or
                           accrued, which are attributable to post-retirement
                           medical benefits allocated to the separate account of
                           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 are treated as Annual Additions. Annual
                           Additions include the following contributions
                           credited to a Participant's Accounts for the
                           Limitation Year, regardless of whether such
                           contributions have been distributed to the
                           Participant:


                           (I)      Before-Tax Contributions which exceed the
                                    limitations set forth in Section 3.2(a);


                           (II)     Before-Tax Contributions made on behalf of a
                                    Highly Compensated Employee which exceed the
                                    limitations set forth in Section 3.2(b); and

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                                                                   ARTICLE III -
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------



                           (III)    Bank Contributions made on behalf of a
                                    Highly Compensated Employee which exceed the
                                    limitations set forth in Section 3.6.


                           Annual Additions also include any employer
                           contributions for such Limitation Year to a qualified
                           employee stock ownership plan maintained by the
                           Employer and allocated to the Participant's
                           individual account under such plan, plus such
                           Participant's allocable portion of any employer
                           contribution for such Limitation Year to a qualified
                           employee stock ownership plan maintained by the
                           Employer and applied to the payment of principal and
                           interest on a securities acquisition loan obtained by
                           such plan. Notwithstanding the foregoing, if, for any
                           Limitation Year, the aggregate amount of employer
                           contributions to such as employee stock ownership
                           plan allocable to individuals who are Highly
                           Compensated Employees for such Limitation Year does
                           not exceed one-third of the total of all employer
                           contributions to such plan for such Limitation Year,
                           then that portion, if any, of any employer
                           contributions that is applied to the payment of
                           interest on a securities acquisition loan shall not
                           be included as an Annual Addition. Prior to January
                           1, 1997, in determining whether more than one-third
                           of the employer contributions for a Limitation Year
                           would be allocable to the Highly Compensated
                           Employees, any amount allocable to a family member
                           (within the meaning of Section 414(q)(B) of the Code)
                           of a Highly Compensated Employee who is either a Five
                           Percent Owner or one of the ten Highly Compensated
                           Employees with the highest Total Compensation shall
                           be treated as an allocation to such Highly
                           Compensated Employee. In no event shall the value of
                           any securities purchased under a qualified employee
                           stock ownership plan with a securities acquisition
                           loan, any dividends or other earnings thereon, any
                           proceeds from the sale thereof or any portion of the
                           value of the foregoing be included as an Annual
                           Addition.


                  (ii)     "Current Accrued Benefit" shall mean a Participant's
                           annual accrued benefit under a defined benefit plan,
                           determined in accordance with the meaning of Section
                           415(b)(2) of the Code, as if the Participant had
                           separated from service as of the close of the last
                           Limitation Year beginning before January 1, 1987. In
                           determining the amount of a Participant's Current
                           Accrued Benefit, the following shall be disregarded:


                           (A)      any change in the terms and conditions of
                                    the defined benefit plan after May 5, 1986;
                                    and


                           (B)      any cost-of-living adjustment occurring
                                    after May 5, 1986.


                  (iii)    "Defined Benefit Plan" and "Defined Contribution
                           Plan" shall have the meanings set forth in Section
                           415(k) of the Code.

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                                                                   ARTICLE III -
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

                  (iv)     "Defined Benefit Plan Fraction" for a Limitation Year
                           shall mean a fraction, (A) the numerator of which is
                           the aggregate projected annual benefit (determined as
                           of the last day of the Limitation Year) of the
                           Participant under all defined benefit plans (whether
                           or not terminated) maintained by the Employer, and
                           (B) the denominator of which is the lesser of: (I)
                           the product of 1.25 (or such adjustment as required
                           under Section 12.4) and the dollar limitation in
                           effect under Section 415(b)(l)(A) of the Code,
                           adjusted as prescribed by the Secretary of the
                           Treasury under Section 415(d) of the Code, or (II)
                           the product of 1.4 and the amount which may be taken
                           into account with respect to such Participant under
                           Section 415(b)(1)(B) of the Code for such Limitation
                           Year. Notwithstanding the above, if the Participant
                           was a participant in one or more defined benefit
                           plans of the Employer in existence on May 6, 1986,
                           the dollar limitation of the denominator of this
                           fraction will not be less than one hundred twenty
                           five percent (125%) of the Participant's Current
                           Accrued Benefit.


                  (v)      "Defined Contribution Plan Fraction" for a Limitation
                           Year shall mean a fraction, (A) the numerator of
                           which is the sum of the Participant's Annual
                           Additions under all defined contribution plans
                           (whether or not terminated) maintained by the
                           Employer for the current year and all prior
                           Limitation Years (including annual additions
                           attributable to the Participant's nondeductible
                           employee contributions to all defined benefit plans
                           (whether or not terminated) maintained by the
                           Employer), and (B) the denominator of which is the
                           sum of the maximum aggregate amounts for the current
                           year and all prior Limitation Years with the Employer
                           (regardless of whether a defined contribution plan
                           was maintained by the Employer).


                           "Maximum aggregate amounts" shall mean the lesser of
                           (I) the product of 1.25 (or such adjustment as
                           required under Section 12.4) and the dollar
                           limitation in effect under Section 415(c)(l)(A) of
                           the Code, adjusted as prescribed by the Secretary of
                           the Treasury under Section 415(d) of the Code, or
                           (II) the product of 1.4 and the amount that may be
                           taken into account under Section 415(c)(l)(B) of the
                           Code; provided, however, that the Committee may
                           elect, on a uniform and nondiscriminatory basis, to
                           apply the special transition rule of Section
                           415(e)(7) of the Code applicable to Limitation Years
                           ending before January 1, 1983 in determining the
                           denominator of the Defined Contribution Plan
                           Fraction.


                           If the Employee was a Participant as of the end of
                           the first day of the first Limitation Year beginning
                           after December 31, 1986, in one or more defined
                           contribution plans maintained by the Employer which
                           were in existence on May 6, 1986, the numerator of
                           this fraction will be adjusted if the sum of this
                           fraction and the defined benefit fraction would
                           otherwise exceed 1.0 under the terms of this Plan.
                           Under the adjustment, an amount equal to the product
                           of (1) the excess of the sum of the fractions over
                           1.0


--------------------------------------------------------------------------------
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                                                                   ARTICLE III -
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

                           times (2) the denominator of this fraction, will be
                           permanently subtracted from the numerator of this
                           fraction. The adjustment is calculated using the
                           fractions as they would be computed as of the end of
                           the last Limitation Year beginning before January 1,
                           1987, and disregarding any changes in the terms and
                           conditions of the Plan made after May 5, 1986, but
                           using the Section 415 limitation applicable to the
                           first Limitation Year beginning on or after January
                           1, 1987. The annual addition for any Limitation Year
                           beginning before January 1, 1987, shall not be
                           recomputed to treat all Employee contributions as
                           Annual Additions.


                  (vi)     "Limitation Year" shall mean the calendar year.


                  (vii)    "Section 415 Compensation" shall be a Participant's
                           remuneration as defined in Income Tax Regulations
                           Sections 1.415-2(d)(2), (3) and (6). For purposes of
                           this Section, effective for Plan Years commencing
                           after December 31, 1997, Section 415 Compensation
                           shall include (A) any elective deferral (as defined
                           in Section 402(g)(3) of the Code, and (B) any amount
                           which is contributed or deferred by the Employer at
                           the election of the Employee and which is not
                           includable in the gross income of the Employee by
                           reason of Section 125 or 457 of the Code.


         (b)      For purposes of applying the Section 415 limitations, the
                  Employer and all members of a controlled group of corporations
                  (as defined under Section 414(b) of the Code as modified by
                  Section 415(h) of the Code), all commonly controlled trades or
                  businesses (as defined under Section 414(c) of the Code as
                  modified by Section 415(h) of the Code), all affiliated
                  service groups (as defined under Section 414(m) of the Code)
                  of which the Employer is a member, any leasing organization
                  (as defined under Section 414(n) of the Code) that employs any
                  person who is considered an Employee under Section 414(n) of
                  the Code and any other group provided for under any and all
                  Income Tax Regulations promulgated by the Secretary of the
                  Treasury under Section 414(o) of the Code, shall be treated as
                  a single employer.


         (c)      If the Employer maintains more than one qualified Defined
                  Contribution Plan on behalf of its Employees, such plans shall
                  be treated as one Defined Contribution Plan for purposes of
                  applying the Section 415 limitations of the Code. In such
                  event, a Participant's Annual Additions to this Plan shall be
                  reduced for purposes of complying with the Section 415
                  limitations of the Code before reducing the Annual Additions
                  to any other Defined Contribution Plan.


         (d)      Notwithstanding anything contained in the Plan to the
                  contrary, in no event shall the Annual Additions to a
                  Participant's Accounts for a Limitation Year exceed the lesser
                  of:


--------------------------------------------------------------------------------
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                                                                   ARTICLE III -
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

                  (i)      thirty thousand dollars ($30,000) as adjusted in
                           multiples of five thousand dollars ($5,000) for
                           increases in the cost-of-living as prescribed by the
                           Secretary of the Treasury under Section 415(d) of the
                           Code; or,


                  (ii)     twenty-five percent (25%) of the Participant' s
                           Section 415 Compensation for such Limitation Year.
                           For purposes of this subsection (d)(ii), Section 415
                           Compensation shall not include (A) any contribution
                           for medical benefits within the meaning of Section
                           419A(f)(2) of the Code after separation from service,
                           which is otherwise treated as an Annual Addition, and
                           (B) any amount otherwise treated as an Annual
                           Addition under Section 415(l)(1) of the Code.


         (e)      If, as a result of the allocation of forfeitures, a reasonable
                  error in estimating a Participant's annual Compensation, a
                  reasonable error in determining the amount of elective
                  deferrals that may be made with respect to any Participant, or
                  as otherwise permitted by the Internal Revenue Service, the
                  Annual Additions to a Participant's Accounts for a Limitation
                  Year exceed the limitation set forth in subsection (d) above
                  during the Limitation Year, any or all of the following
                  contributions on behalf of such Participant shall be
                  immediately adjusted to that amount which will result in such
                  Annual Additions not exceeding the limitation set forth in
                  subsection (d):


                  (i)      Before-Tax Contributions;


                  (ii)     Special Contributions; and


                  (iii)    Bank Contributions.


         (f)      If the Annual Additions to a Participant's Accounts for a
                  Limitation Year exceed the limitations set forth in subsection
                  (d) above at the end of a Limitation Year, such excess amounts
                  shall not be treated as Annual Additions in such Limitation
                  Year but shall instead be treated in accordance with the
                  following:


                  (i)      such excess amounts shall be used to reduce the
                           Before-Tax Contributions, Bank Contributions and/or
                           Special Contributions to be made on behalf of such
                           Participant in the succeeding Limitation Year,
                           provided that such Participant is an Eligible
                           Employee during such succeeding Limitation Year. If
                           such Participant is not an Eligible Employee or
                           ceases to be an Eligible Employee during such
                           succeeding Limitation Year, any remaining excess
                           amounts from the preceding Limitation Year shall be
                           allocated during such succeeding Limitation Year to
                           each Participant then actively participating in the
                           Plan. Such allocation shall be in proportion to the
                           Before-Tax Contributions made to date on his behalf
                           for such Limitation Year, or the prior Limitation
                           Year with respect to an allocation as of the
                           beginning of a Limitation Year, before any other
                           contributions are made in such succeeding Limitation
                           Year; or

--------------------------------------------------------------------------------
717                                  30   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                   ARTICLE III -
                                  CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS
--------------------------------------------------------------------------------

                  (ii)     such excess amounts may be reduced by the
                           distribution of such Participant's Before-Tax
                           Contributions to such Participant.


                  The Employer will, at the end of the Limitation Year in which
                  such excess amounts were made, choose the manner in which to
                  treat such excess amounts on a uniform and nondiscriminatory
                  basis on behalf of all affected Participants. If such excess
                  amounts are reduced by the distribution in subsection (ii),
                  the amounts of such distribution shall not be taken into
                  account for purposes of Sections 3.2(a)(i) and (ii), 3.6 (a)
                  and (b), or in determining the limitation in Section 3.2(b).
                  In addition, Bank Contributions, if any, attributable to such
                  amounts shall constitute Forfeitures as described in Section
                  4.2.


         (g)      If a Participant participates in both (i) the Plan and/or any
                  other defined contribution plan maintained by the Employer and
                  (ii) any defined benefit plan or plans maintained by the
                  Employer, the sum of the Defined Contribution Plan Fraction
                  and the Defined Benefit Plan Fraction shall not exceed the sum
                  of 1.0. This subsection (g) shall not apply with respect to
                  Plan Years beginning on or after January 1, 2000.


         (h)      If, for any Plan Year commencing prior to January 1, 2000, the
                  sum determined under subsection (g) for any Participant
                  exceeds 1.0, the Defined Benefit Plan Fraction of such
                  Participant as provided in the defined benefit plan or plans
                  maintained by the Employer shall be reduced in order that such
                  sum shall not exceed 1.0.


--------------------------------------------------------------------------------
717                                  31   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                   ARTICLE IV -
                                                         VESTING AND FORFEITURES
--------------------------------------------------------------------------------

                                  ARTICLE IV -
                             VESTING AND FORFEITURES

4.1      VESTING


         (a)      An Employee shall always be fully vested in the Net Value of
                  his Participant Contribution Account, the Net Value of his
                  Before-Tax Contribution Account, the Net Value of his Pioneer
                  Prior Matching Contribution Account and the Net Value of his
                  Rollover Contribution Account.


         (b)      A Participant shall become fully vested in the Net Value of
                  his Bank Contribution Account upon the earlier of such
                  Participant's (i) Normal Retirement Age or (ii) termination of
                  employment by reason of death, Disability or reaching his
                  Retirement Date.


         (c)      A Participant who is not fully vested under subsection (b)
                  shall be vested in the Net Value of his Bank Contribution
                  Account in accordance with the following schedule:


                        Period of Service                     Vested Percentage
                        -----------------------               -----------------
                        Less than 2 years                              0%
                        2 years but less than 3 years                 25%
                        3 years but less than 4 years                 50%
                        4 years but less than 5 years                 75%
                        5 or more years                              100%

                  For purposes of determining a Participant's Period of Service
                  under subsection (c) and under Section 4.3, employment with an
                  Affiliated Employer shall be deemed employment with the
                  Employer.


                  For purposes of determining a Participant's vested percentage
                  of the Net Value of his Bank Contribution Account, all Periods
                  of Service shall be included.


         (d)      The vested Net Value of a Participant's Bank Contribution
                  Account, shall be determined as follows:


                  (i)      the Participant's Bank Contribution Account shall
                           first be increased to include that portion of such
                           Account which had been previously withdrawn in
                           accordance with Sections 7.2 and 7.3 and (B) that
                           portion of such Account which had been borrowed in
                           accordance with Article VIII and is outstanding on
                           the date of this determination;


                  (ii)     the applicable vested percentage determined in
                           accordance with subsection (c) shall then be applied
                           to the Account as determined in accordance with
                           clause (i);


--------------------------------------------------------------------------------
717                                  32   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                   ARTICLE IV -
                                                         VESTING AND FORFEITURES
--------------------------------------------------------------------------------

                  (iii)    the amount determined in accordance with clause (ii)
                           shall then be reduced by (A) that portion of such
                           Account which had been previously withdrawn in
                           accordance with Sections 7.2 and 7.3 and (B) that
                           portion of such Account which had been borrowed in
                           accordance with Article VIII and is outstanding on
                           the date of this determination.


4.2      FORFEITURES


         If a Participant who is not fully vested in the Net Value of his
         Accounts terminates employment, the Units representing the nonvested
         portion of his Accounts shall constitute Forfeitures. Forfeitures shall
         be allocated, pro rata, based on Before-Tax Contribution Accounts of
         Participants who are Employees of the Employer.


         With respect to a Participant's Bank Contribution Account, anything in
         Section 4.1 to the contrary notwithstanding, Bank Contribution, if any,
         forfeited in accordance with the fifth paragraph of Section 3.2(a), the
         second paragraph of Section 3.2(c), the fourth paragraph of Section 3.6
         or the second paragraph of Section 3.11(f), shall be applied to reduce
         the amount of subsequent Bank Contributions, if any, otherwise required
         to be made.


         If a former Participant who is not fully vested in the Net Value of his
         Accounts receives a distribution of his vested interest in the Net
         Value of his Accounts and is subsequently reemployed by the Employer
         prior to incurring five (5) consecutive One Year Periods of Severance,
         he shall have the Net Value of his Accounts as of the date he
         previously terminated employment reinstated provided he repays the full
         amount of his distribution in cash or cash equivalents before the end
         of the five (5) consecutive One Year Periods of Severance commencing
         with the date of distribution. The reinstated amount shall be
         unadjusted by any gains or losses occurring subsequent to the
         Participant's termination of employment and prior to repayment of such
         distribution. Any forfeited amounts required to be reinstated hereunder
         shall be made by an additional Employer contribution for such Plan
         Year. If such former Participant does not repay the full amount of his
         distribution before the end of the five (5) consecutive One Year
         Periods of Severance commencing with the date of distribution, the Net
         Value of his Accounts as of the date he previously terminated
         employment shall not be reinstated.


         If a former Participant who is not fully vested in the Net Value of his
         Accounts elects to defer distribution of his vested account interest or
         elects to receive installment payments pursuant to Section 7.5(e) or
         7.6(d), the nonvested portion of such former Participant's Account
         shall be forfeited as of the date of his Termination of Service;
         provided, however, that if such former Participant is reemployed before
         incurring five (5) consecutive One Year Periods of Severance, the
         nonvested portion of his Accounts shall be reinstated in its entirety,
         unadjusted by any gains or losses occurring subsequent to the
         distribution.



--------------------------------------------------------------------------------
717                                  33   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                   ARTICLE IV -
                                                         VESTING AND FORFEITURES
--------------------------------------------------------------------------------

4.3      VESTING UPON TERMINATION OF SERVICE AND SUBSEQUENT REEMPLOYMENT


         (a)      For purposes of this Section 4.3, "Period of Service" means an
                  Employee's Period of Service determined in accordance with
                  Section 4.1(c).


         (b)      For the purpose of determining a Participant's vested interest
                  in the Net Value of his Bank Contribution Account:


                  (i)      if an Employee is not vested in any Bank
                           Contributions, incurs a One Year Period of Severance
                           and again performs an Hour of Service, such Employee
                           shall receive credit for his Periods of Service prior
                           to his One Year Period of Severance only if the
                           number of consecutive One Year Periods of Severance
                           is less than the greater of: (i) five (5) years or
                           (ii) the aggregate number of his Periods of Service
                           credited before his One Year Period of Severance.


                  (ii)     if a Participant is partially vested in any Bank
                           Contributions, incurs a One Year Period of Severance
                           and again performs an Hour of Service, such
                           Participant shall receive credit for his Periods of
                           Service prior to his One Year Period of Severance;
                           provided, however, that after five (5) consecutive
                           One Year Periods of Severance, a former Participant's
                           vested interest in the Net Value of the Bank
                           Contribution Account attributable to Periods of
                           Service prior to his One Year Period of Severance
                           shall not be increased as a result of his Periods of
                           Service following his reemployment date.


                  (iii)    if a Participant is fully vested in any Bank
                           Contributions, incurs a One Year Period of Severance
                           and again performs an Hour of Service, such
                           Participant shall receive credit for all his Periods
                           of Service prior to his One Year Period of Severance.





--------------------------------------------------------------------------------
717                                  34   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                    ARTICLE V -
                                              TRUST FUND AND INVESTMENT ACCOUNTS
--------------------------------------------------------------------------------

                                   ARTICLE V -
                       TRUST FUND AND INVESTMENT ACCOUNTS

5.1      TRUST FUND


         The Employer has adopted the Agreement as the funding vehicle with
respect to the Investment Accounts.


         All contributions forwarded by the Employer to the Trustees pursuant to
         the Agreement shall be held by them in trust and shall be used to
         purchase Units on behalf of the Plan in accordance with the terms and
         provisions of the Agreement. Contributions designated for investment in
         any Investment Account of the Trust Fund shall be allocated
         proportionately to and among the classes of Units so selected for such
         Investment Account.


         All assets of the Plan shall be held for the exclusive benefit of
         Participants, Beneficiaries or other persons entitled to benefits. No
         part of the corpus or income of the Trust Fund shall be used for, or
         diverted to, purposes other than for the exclusive benefit of
         Participants, Beneficiaries or other persons entitled to benefits and
         for defraying reasonable administrative expenses of the Plan and Trust.
         No person shall have any interest in or right to any part of the
         earnings of the Trust Fund, or any rights in, to or under the Trust
         Fund or any part of its assets, except to the extent expressly provided
         in the Plan.


         The Trustees shall invest and reinvest the Trust Fund, and the income
         therefrom, without distinction between principal and income, in
         accordance with the terms and provisions of the Agreement. The Trustees
         may maintain such part of the Trust Fund in cash uninvested as they
         shall deem necessary or desirable. The Trustees shall be the owner of
         and have title to all the assets of the Trust Fund and shall have full
         power to manage the same, except as otherwise specifically provided in
         the Agreement.


5.2      INTERIM INVESTMENTS


         The Trustees may temporarily invest any amounts designated for
         investment in any of the Investment Accounts of the Trust Fund
         identified herein in the Investment Account which provides for
         short-term investments, and retain the value of such contributions
         therein pending the allocation of such values to the Investment
         Accounts designated for investment.


5.3      ACCOUNT VALUES


         The Net Value of the Accounts of an Employee means the sum of the total
         Net Value of each Account maintained on behalf of the Employee in the
         Trust and Separate Agency as determined as of the Valuation Date
         coincident with or next following the event requiring the determination
         of such Net Value. The assets of any Account shall consist of the Units
         credited to such Account. The applicable Units shall be valued from
         time to time by the


--------------------------------------------------------------------------------
717                                  35   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                    ARTICLE V -
                                              TRUST FUND AND INVESTMENT ACCOUNTS
--------------------------------------------------------------------------------

         Trustees and Separate Agency, respectively, in accordance with the
         Agreement and Separate Agreement, but not less often than monthly. On
         the basis of such valuations, each Employee's Accounts shall be
         adjusted to reflect the effect of income collected and accrued,
         realized and unrealized profits and losses, expenses and all other
         transactions during the period ending on the applicable Valuation Date.


         Upon receipt by the Trustees and Separate Agency of Before-Tax
         Contributions, Bank Contributions, and, if applicable, Participant
         Contributions, Rollover Contributions, Pioneer Prior Matching
         Contributions and Special Contributions, such contributions shall be
         applied to purchase Units for such Employee's Account, using the value
         of such Units as of the close of business on the date received.
         Whenever a distribution or withdrawal is made to a Participant,
         Beneficiary or other person entitled to benefits, the appropriate
         number of Units credited to such Employee shall be reduced accordingly
         and each such distribution or withdrawal shall be charged against the
         Units of the Investment Accounts of such Employee pro rata according to
         their respective values.


         For the purposes of this Section 5.3, fractions of Units as well as
         whole Units may be purchased or redeemed for the Account of an
         Employee.


5.4      SEPARATE ASSETS


         Subject to the terms and conditions of the Agreement and upon approval
         by the Trustees, a designated portion of the assets of the Plan may be
         held as Separate Assets under the Separate Agreement. The Trustees
         shall have no responsibility or liability with respect to the
         management and control of any Separate Assets and shall have only those
         administrative duties with respect to such Separate Assets as are set
         forth in the Plan and the Agreement.





--------------------------------------------------------------------------------
717                                  36   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                   ARTICLE VI -
                                                          INVESTMENT DIRECTIONS,
                                                CHANGES OF INVESTMENT DIRECTIONS
                                       AND TRANSFERS BETWEEN INVESTMENT ACCOUNTS
--------------------------------------------------------------------------------

                                  ARTICLE VI -
                             INVESTMENT DIRECTIONS,
                        CHANGES OF INVESTMENT DIRECTIONS
                    AND TRANSFERS BETWEEN INVESTMENT ACCOUNTS

6.1      INVESTMENT DIRECTIONS


         Upon electing to participate, each Participant shall direct that the
         contributions made to his Accounts shall be applied to purchase Units
         in any one or more of the Investment Accounts, including, to purchase
         Shares through the Share Investment Account. Such direction, shall
         indicate the percentage, in multiples of one percent (1%), in which
         Participant Contributions, Before-Tax Contributions, Bank Contributions
         made in cash, Special Contributions, Pioneer Prior Matching
         Contributions and Rollover Contributions shall be made to the
         designated Investment Accounts.


         To the extent a Participant shall fail to make an investment direction,
         contributions made in cash made on his behalf shall be applied to
         purchase Units in the Investment Account which provides for short-term
         investments.


6.2      CHANGE OF INVESTMENT DIRECTIONS


         A Participant may change any investment direction not more often than
         once in any calendar quarter, in the form and manner prescribed by the
         Committee, either: (a) by completing and filing a notice at least ten
         (10) days prior to the effective date of such direction, or, (b)
         effective July 1, 1998, by telephone or other electronic medium. Any
         such change shall be subject to the same conditions as if it were an
         initial direction and shall be applied only to any contributions to be
         invested on or after the effective date of such direction.


6.3      TRANSFERS BETWEEN INVESTMENT ACCOUNTS


         A Participant or Beneficiary, or an Employee subject to Section 6.4,
         may, not more often than once in any calendar quarter, redirect the
         investment of his Investment Accounts such that a percentage of any one
         or more Investment Accounts may be transferred to any one or more other
         Investment Accounts in the form and manner prescribed by the Committee,
         either: (a), by filing a notice at least ten (10) days prior to the
         effective date of such change, or, (b) effective July 1, 1998, by
         telephone or other electronic medium. The requisite transfers shall be
         valued as of the Valuation Date on which the direction is received by
         the Trustees and shall be affected within seven (7) days of the
         Trustees' receipt of such direction.


--------------------------------------------------------------------------------
717                                  37   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                   ARTICLE VI -
                                                          INVESTMENT DIRECTIONS,
                                                CHANGES OF INVESTMENT DIRECTIONS
                                       AND TRANSFERS BETWEEN INVESTMENT ACCOUNTS
--------------------------------------------------------------------------------

6.4      EMPLOYEES OTHER THAN PARTICIPANTS


         (a)      Investment Direction


                  An Employee who is not a Participant but who has made a
                  Rollover Contribution in accordance with the provisions of
                  Section 3.10, shall direct, in the form and manner prescribed
                  by the Committee, that such contribution be applied to the
                  purchase of Units in any one or more of the Investment
                  Accounts, and to purchase Shares through the Share Investment
                  Account. Such direction shall indicate the percentage, in
                  multiples of one percent (1%), in which contributions shall be
                  made to the designated Investment Accounts. To the extent that
                  any Employee shall fail to make an investment direction, the
                  Rollover Contributions shall be applied to the purchase of
                  Units in the Investment Account which provides for short-term
                  investments.


         (b)      Transfers Between Investment Accounts


                  An Employee who is not a Participant may, subject to the
                  provisions of Section 6.3, not more often than once in any
                  calendar quarter, redirect the investment of his Investment
                  Accounts such that a percentage of any one or more Investment
                  Accounts may be transferred to any one or more other
                  Investment Accounts. The requisite transfers shall be valued
                  as of the Valuation Date on which the direction is received by
                  the Trustees and shall be affected within seven (7) days of
                  the Trustees' receipt of such direction.


6.5      INVESTMENT OF BANK CONTRIBUTIONS


         Notwithstanding anything in this Plan to the contrary, (a) in the event
         that all or a portion of the Bank Contribution and if applicable,
         Pioneer Prior Matching Contribution, is made in the form of Shares in
         accordance with the provisions of Section 3.4(d), such Shares shall be
         invested in the Share Investment Account and (b) the Employer may, in
         its sole and absolute discretion by resolution of the Board of
         Directors, direct that the portion of the Bank Contribution made in the
         form of cash be one hundred percent (100%) invested in the Share
         Investment Account applied to purchase Shares.


6.6      VOTING RIGHTS


         Each person with an interest in the Share Investment Account on the
         applicable record date shall have the right to participate in the
         decision as to how to exercise the voting rights appurtenant to the
         Shares held in the Share Investment Account by completing and filing a
         written direction with the Committee on a timely basis. the Committee
         shall direct the Separate Agency to cast affirmative votes equal to the
         product of (a) the total number of shares held in the Share Investment
         Account multiplied by (b) a fraction, the numerator of which is the
         aggregate value of the interests in the Share Investment Account of all
         persons directing than affirmative vote be cast, and the denominator


--------------------------------------------------------------------------------
717                                  38   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                   ARTICLE VI -
                                                          INVESTMENT DIRECTIONS,
                                                CHANGES OF INVESTMENT DIRECTIONS
                                       AND TRANSFERS BETWEEN INVESTMENT ACCOUNTS
--------------------------------------------------------------------------------
         of which is the aggregate value of the interests in the Share
         Investment Account of all persons directing that an affirmative vote or
         a negative vote be cast. Negative votes shall be cast with respect to
         the remaining Shares held in the Share Investment Account.


6.7      TENDER RIGHTS


         Each person with an interest in the Share Investment Account on the
         applicable record date shall have the right to participate in the
         decision as to how to response to a tender offer for Shares by
         completing and filing a written direction with the Committee on a
         timely basis. The Committee shall direct the Separate Agency to tender
         a number of Shares equal to the product of (a) the total number of
         shares held in the Share Investment Account multiplied by (b) fraction,
         the numerator of which is the aggregate value of the interests in the
         Share Investment Account of all persons directing that such Shares be
         delivered in response to such tender offer, and the denominator of
         which is the aggregate value of the interests ion the Share Investment
         Account of all persons directing that such Shares be delivered or that
         the delivery of such Shares be withheld. Delivery of the remaining
         Shares held in the Share Investment Account shall be withheld.


6.8      DISSENTERS' RIGHTS


         Each person with an interest in the share Investment Account on the
         applicable record date shall have the right to participate in the
         decision as to whether to exercise the dissenters' rights appurtenant
         to Shares held in the Share Investment Account by completing and filing
         a written direction with the Committee on a timely basis. The Committee
         shall direct the Separate Agency to exercise dissenters' rights with
         respect to the number of Shares equal to the product of (a) the total
         number of Shares held in the Share Investment Account multiplied by (b)
         a fraction, the numerator of which is the aggregate value of the
         interests in the Share Investment Account of all persons directing that
         the dissenters' rights appurtenant to which Shares be exercised, and
         the denominator of which is the aggregate value of all of the interests
         in the Share Investment Account. Dissenters' rights shall not be
         exercised with respect to the remaining Shares held in the share
         Investment Account.


6.9      DIVIDEND REINVESTMENT


         Dividends paid with respect to Shares held in the Share Investment
         Account shall be reinvested in the Share Investment Account.

--------------------------------------------------------------------------------
717                                  39   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                  ARTICLE VII -
                                                            PAYMENT OF BENEFITS
--------------------------------------------------------------------------------


                                  ARTICLE VII -
                               PAYMENT OF BENEFITS

7.1      GENERAL


         (a)      The vested interest in the Net Value of any one or more of the
                  Accounts of a Participant, Beneficiary or any other person
                  entitled to benefits under the Plan shall be paid only at the
                  times, to the extent, in the manner, and to the persons
                  provided in this Article VII.


         (b)      The Net Value of any one or more of the Accounts of a
                  Participant shall be subject to the provisions of Section 8.7.


         (c)      Notwithstanding any provisions of the Plan to the contrary,
                  any and all withdrawals, distributions or payments made under
                  the provisions of this Article VII shall be made in accordance
                  with Section 401(a)(9) of the Code and any and all Income Tax
                  Regulations promulgated thereunder.


7.2      NON-HARDSHIP WITHDRAWALS


         (a)      Subject to the terms and conditions contained in this Section
                  7.2, upon ten (10) days prior written notice to the Committee
                  each Participant, or each Employee who solely maintains a
                  Rollover Contribution Account, shall be entitled to withdraw
                  not more than twice during any Plan Year, all or any portion
                  of his Accounts in the following order of priority provided
                  that, with respect to subsections (a)(iii) and (v) below, the
                  Participant must have attained age fifty-nine and one-half
                  (59-1/2) as of the date of the withdrawal:


                  (i)      Participant Contributions or, if less, the Net Value
                           of his Participant Contribution Account attributable
                           to such Participant Contributions;


                  (ii)     the Net Value of his Participant Contribution Account
                           not withdrawn under subsection (i) above;


                  (iii)    the Net Value of his Before-Tax Contribution Account;


                  (iv)     the vested interest in the Net Value of his Bank
                           Contribution Account, provided the Participant (A)
                           has attained age fifty-nine and one half (59-1/2) or
                           (B) has at least five (5) years of participation in
                           the Plan and Prior Plan;


                  (v)      the Net Value of his Rollover Contribution Account;


                  (vi)     the Net Value of his Pioneer Prior Matching
                           Contribution Account, provided the Participant has
                           attained age fifty-nine and one-half (59-1/2).

--------------------------------------------------------------------------------
717                                  40   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                  ARTICLE VII -
                                                            PAYMENT OF BENEFITS
--------------------------------------------------------------------------------


         (b)      Withdrawals under this Section 7.2 shall be made by the
                  redemption of Units from each of the Participant's Accounts on
                  a pro rata basis among the Investment Accounts other than the
                  Share Investment Account prior to the redemption of Units from
                  the Share Investment Account. Notwithstanding the foregoing, a
                  redemption of Units from the Share Investment Account, if
                  applicable, shall be made prior to the redemption of any Units
                  from the Participant's Account having the next highest order
                  of priority under Section 7.2(b).


         (c)      If any Employee who is subject to the requirements of Section
                  16 of the Securities Exchange Act of 1934, as amended, shall
                  obtain a withdrawal under this Section 7.2, such person shall
                  not be permitted to make any Before-Tax Contributions to the
                  Plan for a period of one (1) year following the date of
                  withdrawal.


7.3      HARDSHIP DISTRIBUTIONS


         (a)      For purposes of this Section 7.3, a "Hardship" distribution
                  shall mean a distribution that is (i) made on account of a
                  condition which has given rise to immediate and heavy
                  financial need of a Participant and (ii) necessary to satisfy
                  such financial need. A determination of the existence of an
                  immediate and heavy financial need and the amount necessary to
                  meet the need shall be made by the Committee in accordance
                  with uniform nondiscriminatory standards with respect to
                  similarly situated persons.


         (b)      Immediate and Heavy Financial Need:


                  A Hardship distribution shall be deemed to be made on account
                  of an immediate and heavy financial need if the distribution
                  is on account of:


                  (i)      expenses for medical care described under Section
                           213(d) of the Code which were previously incurred by
                           the Employee, the Employee's Spouse or any of the
                           Employee's dependents as defined under Section 152 of
                           the Code or expenses which are necessary to obtain
                           medical care described under Section 213(d) of the
                           Code for the Employee, the Employee's Spouse or any
                           of the Employee's dependents as defined under Section
                           152 of the Code; or


                  (ii)     purchase (excluding mortgage payments) of a principal
                           residence of the Participant; or


                  (iii)    payment of tuition and related educational fees for
                           the next twelve (12) months of post-secondary
                           education for the Employee, the Employee's Spouse,
                           children or any of the Employee's dependents as
                           defined under Section 152 of the Code; or


                  (iv)     the need to prevent the  eviction of the  Participant
                           from his principal  residence or  foreclosure  on the
                           mortgage of the Participant's principal residence; or

--------------------------------------------------------------------------------
717                                  41   THE DIME SAVINGS BANK OF WILLIAMSBURGH
<PAGE>

                                                                  ARTICLE VII -
                                                            PAYMENT OF BENEFITS
--------------------------------------------------------------------------------


                  (v)      any other condition which the Commissioner of
                           Internal Revenue, through the publication of revenue
                           rulings, notices and other documents of general
                           applicability, deems to be an immediate and heavy
                           financial need.


         (c)      Necessary to Satisfy Such Financial Need:


                  (i)      A distribution will be treated as necessary to
                           satisfy an immediate and heavy financial need of an
                           Employee if: (A) the amount of the distribution is
                           not in excess of (1) the amount required to relieve
                           the financial need of the Employee and (2) if elected
                           by the Employee, an amount necessary to pay any
                           federal, state or local income taxes or penalties
                           reasonably anticipated to result from such
                           distribution, and (B) such need may not be satisfied
                           from other resources that are reasonably available to
                           the Employee.


                  (ii)     A distribution will be treated as necessary to
                           satisfy a financial need if the Committee reasonably
                           relies upon the Participant's representation that the
                           need cannot be relieved:


                           (A)      through reimbursement or compensation by
                                    insurance or otherwise,


                           (B)      by reasonable liquidation of the
                                    Participant's assets, to the extent such
                                    liquidation would not itself cause an
                                    immediate and heavy financial need,


                           (C)      by cessation of Before-Tax Contributions or
                                    Employee contributions, if any, under the
                                    Plan, or


                           (D)      by other distributions or nontaxable loans
                                    from plans maintained by the Employer or by
                                    any other employer, or by borrowing from
                                    commercial sources on reasonable commercial
                                    terms.


                           For purposes of this subsection (c)(ii), the
                           Participant's resources shall be deemed to include
                           those assets of his Spouse and minor children that
                           are reasonably available to the Participant.


                  (iii)    Alternatively, a Hardship distribution will be deemed
                           to be necessary to satisfy an immediate and heavy
                           financial need of a Participant if (A) or (B) are
                           met:


                           (A)      all of the following requirements are
                                    satisfied:


                                    (I)     the distribution is not in excess of
                                            the amount of the immediate and
                                            heavy financial need of the
                                            Participant and (2) if elected by
                                            the Employee, an amount necessary to
                                            pay


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                                            any federal, state or local income
                                            taxes or penalties reasonably
                                            anticipated to result from such
                                            distribution;


                                    (II)    the Participant has obtained all
                                            distributions, other than Hardship
                                            distributions, and all nontaxable
                                            loans currently available under all
                                            plans maintained by the Employer;


                                    (III)   the Plan, and all other plans
                                            maintained by the Employer, provide
                                            that the Participant's elective
                                            contributions and Employee
                                            contributions, if any, will be
                                            suspended for at least twelve (12)
                                            months after receipt of the Hardship
                                            distribution; and


                                    (IV)    the Plan, and all other plans
                                            maintained by the Employer, provide
                                            that the Participant may not make
                                            elective contributions for the
                                            Participant's taxable year
                                            immediately following the taxable
                                            year of
                                            the Hardship distribution in excess
                                            of the applicable limit under
                                            Section 402(g) of the Code for such
                                            next taxable year, less the amount
                                            of such Participant's elective
                                            contributions for the taxable year
                                            of the Hardship distribution; or


                           (B)      the requirements set forth in additional
                                    methods, if any, prescribed by the
                                    Commissioner of Internal Revenue (through
                                    the publication of revenue rulings, notices
                                    and other documents of general
                                    applicability) are satisfied.


         (d)      A Participant who has withdrawn the maximum amounts available
                  to such Participant under Section 7.2 or a Participant who is
                  not eligible for a withdrawal thereunder, may, in case of
                  Hardship (as defined under this Section 7.3), apply not more
                  often than twice in any Plan Year to the Committee for a
                  Hardship distribution. Any application for a Hardship
                  distribution shall be made in writing to the Committee at
                  least ten (10) days prior to the requested date of payment.
                  Hardship distributions may be made by a distribution of all or
                  a portion of (i) a Participant's Before-Tax Contributions,
                  (ii) all or a portion of his vested interest in the Net Value
                  of his Bank Contribution Account, (iii) the Net Value of his
                  Rollover Contribution Account and (iv) the Net Value of his
                  Pioneer Prior Matching Contribution Account.


         (e)      Distributions under this Section 7.3 shall be made in the
                  following order of priority:

                  (i)      Participant's Before-Tax Contributions; and


                  (ii)     Participant's vested interest in the Net Value of his
                           Bank Contribution Account;

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                  (iii)    the Net Value of the Employee's Rollover Contribution
                           Account; and


                  (iv)     the Net Value of his Pioneer Prior Matching
                           Contribution Account.


         (f)      Withdrawals under this Section 7.3 shall be made by the
                  redemption of Units from each of the Participant's Accounts on
                  a pro rata basis among the Investment Accounts other than the
                  Share Investment Account prior to the redemption of Units from
                  the Share Investment Account. Notwithstanding the foregoing, a
                  redemption of Units from the Share Investment Account, if
                  applicable, shall be made prior to the redemption of any Units
                  from the Participant's Account having the next highest order
                  of priority under Section 7.3(e).


         (g)      A Participant who receives a Hardship distribution under this
                  Section 7.3 may have his Before-Tax Contributions suspended in
                  accordance with Section 3.3.


         (h)      If any Employee who is subject to the requirements of Section
                  16 of the Securities Exchange Act of 1934, as amended, shall
                  obtain a withdrawal under this Section 7.3, such person shall
                  not be permitted to make any Before-Tax Contributions to the
                  Plan for a period of one (1) year following the date of the
                  withdrawal.


7.4      DISTRIBUTION OF BENEFITS FOLLOWING RETIREMENT OR TERMINATION OF SERVICE


         (a)      If an Employee incurs a Termination of Service for any reason
                  other than death, a distribution of the vested interest in the
                  Net Value of his Accounts shall be made to the Employee in
                  accordance with the provisions of Section 7.5 or 7.6 or 7.8.
                  The amount of such distribution shall be the vested interest
                  in the Net Value of his Accounts as of the Valuation Date
                  coincident with the date of receipt by the Trustees of the
                  proper documentation acceptable to the Trustees for such
                  purpose.


         (b)      An election by an Employee to receive the vested interest in
                  the Net Value of his Accounts in a form other than in the
                  normal form of benefit payment set forth in Sections 7.5(a)
                  and (b) and Sections 7.6(a) and (b) may not be revoked or
                  amended by him after he terminates his employment.
                  Notwithstanding the foregoing, an Employee who elected to
                  receive payment of benefits as of a deferred Valuation Date or
                  in the form of annual installments, may, by completing and
                  filing the form prescribed by the Committee, change to another
                  form of benefit payment.


         (c)      An Employee who incurs a Termination of Service and is
                  reemployed by the Employer prior to the distribution of all or
                  part of the entire vested interest in the Net Value of his
                  Accounts in accordance with the provisions of Section 7.5 or
                  7.6, shall not be eligible to receive or to continue to
                  receive such distribution during his period of reemployment
                  with the Employer. Upon such Employee's subsequent Termination
                  of Service, his prior election to receive a distribution in a
                  form other than the normal form of benefit payment shall be
                  null and void and the vested interest in the Net Value of his
                  Accounts shall be distributed to him in accordance with the
                  provisions of Section 7.5 or 7.6 or 7.8.


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7.5      PAYMENTS UPON RETIREMENT OR DISABILITY


         (a)      If (i) an Employee incurs a Termination of Service as of his
                  Retirement Date or if an Employee incurs a Termination of
                  Service due to Disability, (ii) such Employee has not elected
                  to receive his benefit pursuant to an optional form of benefit
                  payment in accordance with the provisions of subsection (d),
                  (e), (f) or (g) and (iii) the vested interest in the Net Value
                  of the Employee's Accounts is equal to or less than three
                  thousand five hundred dollars ($3,500) (and effective January
                  1, 1998, five thousand dollars ($5,000)), a lump sum
                  distribution of the vested interest in the Net Value of his
                  Accounts shall be made to the Employee within seven (7) days
                  of the Valuation Date coincident with the date of receipt by
                  the Trustees of the proper documentation indicating that the
                  Employee incurred a Termination of Service as of such
                  Retirement Date or date of Disability.


         (b)      If an Employee incurs a Termination of Service as of his
                  Normal Retirement Date or his Postponed Retirement Date and
                  the vested interest in the Net Value of the Employee's
                  Accounts exceeds three thousand five hundred dollars ($3,500)
                  (and effective January 1, 1998, five thousand dollars
                  ($5,000)), a lump sum distribution of the Net Value of his
                  Accounts shall be made to the Employee within seven (7) days
                  of the Valuation Date coincident with the date of receipt by
                  the Trustees of the proper documentation indicating that the
                  Employee incurred a Termination of Service as of such
                  Retirement Date.


         (c)      If an Employee incurs a Termination of Service as of his Early
                  Retirement Date or if an Employee incurs a Termination of
                  Service due to Disability, and the vested interest in the Net
                  Value of the Employee's Accounts exceeds three thousand five
                  hundred dollars ($3,500) (and effective January 1, 1998, five
                  thousand dollars ($5,000)), a lump sum distribution of the
                  vested interest in the Net Value of his Accounts shall be made
                  to the Employee within seven (7) days of the Valuation Date
                  coincident with the later of (i) the Employee attained Normal
                  Retirement Date or Postponed Retirement Date or would have
                  attained his Normal Retirement Date if he were still employed
                  by the Employer, or (ii) the date of receipt by the Trustees
                  of the proper documentation indicating such Retirement Date.


         (d)      In lieu of the normal form of benefit payment set forth in
                  subsections (a) and (c), an Employee who incurs a Termination
                  of Service as of his Early Retirement Date or incurs a
                  Termination of Service due to Disability may file an election
                  form to receive the vested interest in the Net Value of his
                  Accounts as a lump sum distribution as of some other Valuation
                  Date following his Termination of Service and prior to his
                  Normal Retirement Date. The vested interest in the Net Value
                  of his Accounts shall be distributed to such Employee as a
                  lump sum distribution within seven (7) days of the Valuation
                  Date coincident with the date of receipt by the Trustees of
                  the proper documentation indicating the Employee's
                  distribution date.


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         (e)      In lieu of the normal form of benefit payment set forth in
                  subsections (a), (b) and (c), an Employee who incurs a
                  Termination of Service as of his Retirement Date or incurs a
                  Termination of Service due to Disability may, subject to the
                  required minimum distribution provisions of Sections 7.9(b)
                  and 7.9(c), file an election form to receive the vested
                  interest in the Net Value of his Accounts in the form of
                  annual installments over a period not to exceed ten (10)
                  years. The vested interest in the Net Value of his Accounts
                  shall be determined as of such Valuation Date or Valuation
                  Dates in each such Plan Year as may be elected by such
                  Employee and shall be based on the respective values of the
                  Employee's Units in each Investment Account as of such
                  Valuation Date or Valuation Dates. The amount of the
                  installment payment shall be distributed by the redemption of
                  Units from the Employee's Accounts on a pro rata basis among
                  such Employee's Investment Accounts. Any portion of the vested
                  interest in the Net Value of the Accounts of such former
                  Employee which shall not have been so paid shall continue to
                  be held for his benefit or for the benefit of his Beneficiary
                  in the Employee's Investment Accounts. If an Employee elects
                  to receive his benefit pursuant to this subsection (e), the
                  installment period may not extend beyond the life expectancy
                  of such Employee or the life expectancy of such Employee and
                  his Beneficiary.


         (f)      In lieu of the normal form of benefit payment set forth in
                  subsections (a), (b) and (c), an Employee who incurs a
                  Termination of Service as of his Retirement Date or incurs a
                  Termination of Service due to Disability may elect to defer
                  receipt of the vested interest in the Net Value of his
                  Accounts beyond his Normal Retirement Date or Postponed
                  Retirement Date. The applicable form must be filed at least
                  ten (10) days prior to the Employee's Retirement Date. If such
                  an election is made, the vested interest in the Net Value of
                  his Accounts shall continue to be held in the Trust Fund.
                  Subject to the required minimum distribution provisions of
                  Sections 7.9(b) and 7.9(c), the vested interest in the Net
                  Value of his Accounts shall be distributed to such Employee as
                  a lump sum distribution within seven (7) days of the Valuation
                  Date coincident with the date of receipt by the Trustees of
                  the proper documentation indicating the Employee's deferred
                  distribution date.


         (g)      In lieu of the normal form of benefit payment set forth in
                  subsections (a), (b) and (c), an Employee who incurs a
                  Termination of Service as of his Retirement Date or incurs a
                  Termination of Service due to Disability may, at least ten
                  (10) days prior to the date on which his benefit is scheduled
                  to be paid, file an election form that a lump sum distribution
                  equal to the vested interest in the Net Value of his Accounts
                  be paid in a Direct Rollover pursuant to Section 7.8. The
                  amount of such lump sum distribution shall be determined as of
                  the Valuation Date coincident with the date of receipt by the
                  Trustees of the proper documentation.


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7.6      PAYMENTS UPON TERMINATION OF SERVICE FOR REASONS OTHER THAN RETIREMENT
         OR DISABILITY


         (a)      If an Employee incurs a Termination of Service as of a date
                  other than a Retirement Date or for reasons other than
                  Disability, has not elected to receive his benefit pursuant to
                  an optional form of benefit payment in accordance with the
                  provisions of subsection (c), (d) or (e) and the vested
                  interest in the Net Value of the Employee's Accounts, as
                  determined by the Trustees in accordance with subsection (f),
                  is equal to or less than three thousand five hundred dollars
                  ($3,500) (and effective January 1, 1998, five thousand dollars
                  ($5,000)), a lump sum distribution of the vested interest in
                  the Net Value of his Accounts shall be made to the Employee
                  within seven (7) days of the later of the Valuation Dates set
                  forth in subsections (f)(i) and (f)(ii).


         (b)      If an Employee incurs a Termination of Service as of a date
                  other than a Retirement Date or for reasons other than
                  Disability, has not elected to receive his benefit pursuant to
                  an optional form of benefit payment in accordance with the
                  provisions of subsection (c), (d) or (e) and the vested
                  interest in the Net Value of the Employee's Accounts, as
                  determined by the Trustees in accordance with subsection (f),
                  exceeds three thousand five hundred dollars ($3,500) (and
                  effective January 1, 1998, five thousand dollars ($5,000)), a
                  lump sum distribution of the vested interest in the Net Value
                  of his Accounts shall be made to the Employee within seven (7)
                  days of the Valuation Date coincident with the later of (i)
                  the date the Employee would have attained his Normal
                  Retirement Date if he were still employed by the Employer or
                  (ii) the date of receipt by the Trustees of the proper
                  documentation indicating the Employee's attainment of his
                  Normal Retirement Date.


         (c)      In lieu of the normal form of benefit payment set forth in
                  subsections (a) and (b), an Employee who incurs a Termination
                  of Service as of a date other than a Retirement Date or for
                  reasons other than Disability, may file an election form to
                  receive the vested interest in the Net Value of his Accounts
                  as a lump sum distribution as of some other Valuation Date
                  following his termination; provided, however, that the
                  Valuation Date may not be later than thirteen (13) months
                  following his Termination of Service. The vested interest in
                  the Net Value of his Accounts shall be distributed to such
                  Employee as a lump sum as some other Valuation Date following
                  the date of receipt by the Trustees of the proper
                  documentation indicating the Employee's distribution date.


         (d)      In lieu of the normal form of benefit payment set forth in
                  subsections (a) and (b), an Employee who incurs a Termination
                  of Service as of a date other than his Retirement Date or for
                  reasons other than Disability may file an election form to
                  receive the vested interest in the Net Value of his Accounts
                  in the form of annual installments over a period not to exceed
                  ten (10) years. The vested interest in the Net Value of his
                  Accounts shall be determined as of such Valuation Date or
                  Valuation Dates in each such Plan Year as may be elected by
                  such Employee and shall be based on the respective values of
                  the Employee's Units in each Investment Account as of such
                  Valuation Date or Valuation Dates. The amount of the
                  installment payment shall be distributed by the redemption of
                  Units from the Employee's Accounts on a pro rata basis among
                  such Employee's Investment Accounts. Any portion of the vested
                  interest in the Net Value of the Accounts of such former
                  Employee which shall not have been so paid shall continue to
                  be held for his benefit or for the benefit of his Beneficiary
                  in the Employee's Investment Accounts. If an Employee elects
                  to receive his benefit pursuant to this subsection (d), the
                  installment period may not extend beyond the life expectancy
                  of such Employee or the life expectancy of such Employee and
                  his Beneficiary.

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         (e)      In lieu of the normal form of benefit payment set forth in
                  subsections (a) and (b), an Employee who incurs a Termination
                  of Service as of a date other than his Retirement Date or for
                  reasons other than Disability may, at least ten (10) days
                  prior to the date on which his benefit is scheduled to be
                  paid, file an election form that a lump sum distribution equal
                  to the vested interest in the Net Value of his Accounts be
                  paid in a Direct Rollover pursuant to Section 7.8. The amount
                  of such lump sum distribution shall be determined as of the
                  Valuation Date coincident with the date of receipt by the
                  Trustees of the proper documentation.


         (f)      If an Employee incurs a Termination of Service as of a date
                  other than a Retirement Date or for reasons other than
                  Disability and has not elected to receive the vested interest
                  in the Net Value of his Accounts pursuant to an optional form
                  of benefit payment in accordance with subsection (c), (d) or
                  (e), the Employer shall notify the Trustees of such
                  termination. The Trustees shall determine the vested interest
                  in the Net Value of the Accounts of such Employee as of the
                  later of: (i) the Valuation Date which occurs thirteen (13)
                  months following his Termination of Service or (ii) the
                  Valuation Date coincident with the date of receipt by the
                  Trustees of the proper documentation indicating that he
                  incurred a Termination of Service.


7.7      PAYMENTS UPON DEATH


         (a)      In the case of a married Participant, the Spouse shall be the
                  designated Beneficiary. Notwithstanding the foregoing, such
                  Participant may effectively elect to designate a person or
                  persons other than the Spouse as Beneficiary. Such an election
                  shall not be effective unless (i) such Participant's Spouse
                  irrevocably consents to such election in writing, (ii) such
                  election designates a Beneficiary which may not be changed
                  without spousal consent or the consent of the Spouse expressly
                  permits designation by the Participant without any requirement
                  of further consent by the Spouse, (iii) the Spouse's consent
                  acknowledges understanding of the effect of such election and
                  (iv) the consent is witnessed by a Plan representative or
                  acknowledged before a notary public. Notwithstanding this
                  consent requirement, if the Participant establishes to the
                  satisfaction of the Plan representative that such written
                  consent cannot be obtained because there is no Spouse or the
                  Spouse cannot be located, the consent hereunder shall not be


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                  required. Any consent necessary under this provision shall be
                  valid only with respect to the Spouse who signs the consent.


         (b)      In the case of a single Participant, Beneficiary means a
                  person or persons who have been designated under the Plan by
                  such Participant or who are otherwise entitled to a benefit
                  under the Plan.


         (c)      The designation of a Beneficiary who is other than a
                  Participant's Spouse and the designation of any contingent
                  Beneficiary shall be made in writing by the Participant in the
                  form and manner prescribed by the Committee and shall not be
                  effective unless filed prior to the death of such person. If
                  more than one person is designated as a Beneficiary or a
                  contingent Beneficiary, each designated Beneficiary in such
                  Beneficiary classification shall have an equal share unless
                  the Participant directs otherwise. For purposes of this
                  Section 7.7, "person" includes an individual, a trust, an
                  estate, or any other person or entity designated as a
                  Beneficiary.


         (d)      A married Participant who has designated a person or persons
                  other than the Spouse as Beneficiary may, without the consent
                  of such Spouse, revoke such prior election by submitting
                  written notification of such revocation to the Committee. Such
                  revocation shall result in the reinstatement of the Spouse as
                  the designated Beneficiary unless the Participant effectively
                  designates another person as Beneficiary in accordance with
                  the provisions of subsection (a). The number of election forms
                  and revocations shall not be limited.


         (e)      Upon the death of a Participant the remaining vested interest
                  in the Net Value of his Accounts shall become payable, in
                  accordance with the provisions of subsection (g), to his
                  Beneficiary or contingent Beneficiary. If there is no such
                  Beneficiary, the remaining vested interest in the Net Value of
                  his Accounts shall be payable to the executor or administrator
                  of his estate, or, if no such executor or administrator is
                  appointed and qualifies within a time which the Committee
                  shall, in its sole and absolute discretion, deem to be
                  reasonable, then to such one or more of the descendants and
                  blood relatives of such deceased Participant as the Committee,
                  in its sole and absolute discretion, may select.


         (f)      If a designated Beneficiary entitled to payments hereunder
                  shall die after the death of the Participant but before the
                  entire vested interest in the Net Value of Accounts of such
                  Participant has been distributed, then the remaining vested
                  interest in the Net Value of Accounts of such Participant
                  shall be paid, in accordance with the provisions of subsection
                  (g), to the surviving Beneficiary who is not a contingent
                  Beneficiary, or, if there are no such surviving Beneficiaries
                  then living, to the designated contingent Beneficiaries as
                  shall be living at the time such payment is to be made. If
                  there is no designated contingent Beneficiary then living, the
                  remaining interest in the Net Value of his Accounts shall be
                  paid to the executor or administrator of the estate of the
                  last to die of the Beneficiaries who are not contingent
                  Beneficiaries.

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         (g)      If a Participant dies before his entire vested interest in the
                  Net Value of his Accounts has been distributed to him, the
                  remainder of such vested interest shall be paid to his
                  Beneficiary or, if applicable, his contingent Beneficiary, in
                  a lump sum distribution as soon as practicable following the
                  date of the Participant's death. Notwithstanding the
                  foregoing, if, prior to the Participant's death:


                  (i)      the Participant had elected to receive a deferred
                           lump sum distribution and had not yet received such
                           distribution, such Beneficiary shall receive a lump
                           sum distribution as of the earlier of: (A) the
                           Valuation Date set forth in the Participant's
                           election or (B) the last Valuation Date which occurs
                           within one (1) year of the Participant's death; or


                  (ii)     the Participant had elected to receive and had begun
                           receiving a distribution in the form of installments,
                           such Beneficiary shall receive distributions over the
                           remaining installment period, at the times set forth
                           in such election.


                  If the Beneficiary is the Participant's Spouse and if benefits
                  are payable to such Beneficiary as an immediate or deferred
                  lump sum distribution, such Spouse may defer the distribution
                  up to the date on which the Participant would have attained
                  age seventy and one-half (70-1/2). If such Spouse dies prior
                  to such distribution, the prior sentence shall be applied as
                  if the Spouse were the Participant.


         (h)      Notwithstanding anything in the Plan to the contrary, the
                  provisions of Sections 7.7(a) through (g) shall also apply to
                  a person who is not a Participant but who has made a
                  contribution to and maintains a Rollover Contribution Account
                  under the Plan.


7.8      DIRECT ROLLOVER OF ELIGIBLE ROLLOVER DISTRIBUTIONS


         For purposes of this Section 7.8, the following definitions shall
apply:


         (a)      "Direct Rollover" means a payment by the Plan to the Eligible
                  Retirement Plan specified by the Distributee.


         (b)      "Distributee" means an Employee or former Employee. In
                  addition, the Employee's or former Employee's surviving Spouse
                  and the Employee's or former Employee's Spouse or former
                  spouse who is the alternate payee under a qualified domestic
                  relations order, as defined in Section 414(p) of the Code, are
                  Distributees with regard to the interest of the Spouse or
                  former spouse.


         (c)      "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 plan described in Section 403(a) of the Code, or a
                  qualified trust described in Section 401(a) of the Code, that
                  accepts the Distributee's Eligible Rollover Distribution.
                  However, in the case of an Eligible

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                  Rollover Distribution to the surviving Spouse, an Eligible
                  Retirement Plan is an individual retirement account or
                  individual retirement annuity.


         (d)      "Eligible Rollover Distribution" means any distribution of all
                  or any portion of the balance to the credit of the
                  Distributee, except that an Eligible Rollover Distribution
                  does not include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  Distributee or the joint lives (or joint life expectancies) of
                  the Distributee and the Distributee's designated Beneficiary,
                  or for a specified period of ten (10) years or more; any
                  distribution to the extent such distribution is required under
                  Section 401(a)(9) of the Code; and the portion of any
                  distribution that is not includable in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to employer securities); and
                  effective January 1, 2000, any Hardship distribution described
                  in Section 401(k)(2)(B)(i)(IV) of the Code.


         Notwithstanding any provision of the Plan to the contrary that would
         otherwise limit a Distributee's election under this Section 7.8, a
         Distributee may elect, at the time and in the manner prescribed by the
         Committee, to have any portion of an Eligible Rollover Distribution
         paid directly to an Eligible Retirement Plan specified by the
         Distributee in a Direct Rollover.


7.9      COMMENCEMENT OF BENEFITS


         (a)      Unless the Employee elects otherwise in accordance with the
                  Plan, in no event shall the payment of benefits commence later
                  than the sixtieth (60th) day after the close of the Plan Year
                  in which the latest of the following events occur: (i) the
                  attainment by the Employee of age sixty-five (65), (ii) the
                  tenth (10th) anniversary of the year in which the Participant
                  commenced participation in the Plan or Prior Plan, or (iii)
                  the termination of the Employee's employment with the
                  Employer; provided, however, that if the amount of the payment
                  required to commence on the date determined under this
                  sentence cannot be ascertained by such date, a payment
                  retroactive to such date may be made no later than sixty (60)
                  days after the earliest date on which the amount of such
                  payment can be ascertained under the Plan.


         (b)      Distributions to five-percent owners:


                  The vested interest in the Net Value of the Accounts of a
                  five-percent owner (as described in Section 416(i) of the Code
                  and determined with respect to the Plan Year ending in the
                  calendar year in which such individual attains age seventy and
                  one-half (70-1/2)) must be distributed or commence to be
                  distributed no later than the first day of April following the
                  calendar year in which

                  such individual attains age seventy and one-half (70-1/2). The
                  vested interest in the Net Value of the Accounts of an
                  Employee who is not a five-percent owner (as described in
                  Section 416(i) of the Code) for the Plan Year ending in the
                  calendar year in which

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                  such person attains age seventy and one-half (70-1/2) but who
                  becomes a five-percent owner (as described in Section 416(i)
                  of the Code) for a later Plan Year must be distributed or
                  commence to be distributed no later than the first day of
                  April following the last day of the calendar year that
                  includes the last day of the first Plan Year for which such
                  individual is a five-percent owner (as described in Section
                  416(i) of the Code).


         (c)      Distributions to other than five-percent owners:


                  The vested interest in the Net Value of the Accounts of an
                  Employee who is not a five-percent owner and who attained age
                  seventy and one-half (70-1/2) prior to January 1, 1988 must be
                  distributed or commence to be distributed no later than the
                  first day of April following the calendar year in which occurs
                  the later of: (i) his termination of employment or (ii) his
                  attainment of age seventy and one-half (70-1/2).


                  Except as otherwise provided in the following paragraph, the
                  vested interest in the Net Value of the Accounts of any
                  Employee who attains age seventy and one-half (70-1/2) after
                  December 31, 1987, must be distributed or commence to be
                  distributed no later than the first day of April following the
                  later of: (A) the 1989 calendar year or (B) the calendar year
                  in which such individual attains age seventy and one-half
                  (70-1/2).


                  Effective January 1, 1997, an Employee otherwise required to
                  receive a distribution under the preceding paragraph, may
                  elect to defer distribution of the Net Value of his Accounts
                  to the date of his termination of employment.


                  Notwithstanding the foregoing, the vested interest in the Net
                  Value of the Accounts of (I) any Employee who becomes a
                  Participant on or after January 1, 1997 or (II) any Employee
                  who attains age seventy and one-half (70-1/2) on or after
                  January 1, 1999, must be distributed or commence to be
                  distributed no later than the first day of April following the
                  calendar year in which occurs the later of: (1) his
                  termination of employment or (2) his attainment of age seventy
                  and one-half (70-1/2).


7.9      MANNER OF PAYMENT OF WITHDRAWALS AND DISTRIBUTIONS FROM THE SHARE
         INVESTMENT ACCOUNT


         Withdrawals from the Share Investment Account shall be made to
Participants in cash.


         Distributions from the Share Investment Account shall be made to
         Participants and Beneficiaries in cash, unless the Participant or
         Beneficiary elects that such distributions may be made wholly or
         partially in Shares. If the Participant or Beneficiary elects that such
         distributions may be made wholly or partially in Shares, subject to
         such terms and conditions as may be established from time to time, the
         number of Shares to be distributed shall be equal to the maximum number
         of whole Shares that may be acquired with the amount to be distributed
         in Shares, based upon the fair market value of a Share

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                                                                  ARTICLE VII -
                                                            PAYMENT OF BENEFITS
--------------------------------------------------------------------------------


         determined as of the date of payment. An amount of money equal to any
         remaining amount of the payment that is less than the fair market value
         of a whole Share shall be distributed in cash. For purposes of this
         Section 7.9. the fair market value of a Share shall be determined on a
         uniform and nondiscriminatory basis in such manner as the Separate
         Agency may, in its discretion, prescribe.




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                                                                 ARTICLE VIII -
                                                           LOANS TO PARTICIPANTS
--------------------------------------------------------------------------------



                                 ARTICLE VIII -
                              LOANS TO PARTICIPANTS

8.1      DEFINITIONS AND CONDITIONS


         (a)      For purposes of this Article VIII, the following terms and
                  phrases shall have the meanings hereafter ascribed to them:


                  (i)      "Borrower" shall mean a Participant or a "Party in
                           Interest" (as defined under Section 3(14) of ERISA)
                           who maintains an Account, provided such Participant
                           or Party in Interest is not receiving a benefit
                           payment in accordance with the provisions of Section
                           7.5(d) or 7.6(d) or 7.7.


                  (ii)     "Loan Account" means the separate, individual account
                           established on behalf of a Borrower in accordance
                           with the provisions of Section 8.4(d).


         (b)      To the extent permitted under the provisions of this Article
                  VIII and subject to the terms and conditions set forth herein,
                  a Borrower may request a loan from his Accounts. Any loans
                  made in accordance with this Article VIII shall not be subject
                  to the provisions of Article VI.


8.2      LOAN AMOUNT


         Upon a finding by the Committee that all requirements hereunder have
         been met, prior to September 11, 1997, a Borrower may request a loan
         from his Accounts in an amount up to the lesser of: (a) fifty percent
         (50%) of the Net Value as of the close of business on the date the loan
         is processed of: the Before-Tax Contribution Account, Bank Contribution
         Account (if he is one hundred percent (100%) vested in such Account),
         Participant Contribution Account, Pioneer Prior Matching Contribution
         Account and Rollover Contribution Account, or (b) fifty thousand
         dollars ($50,000), reduced by the highest outstanding loan balance
         during the preceding twelve (12) months. Commencing September 11, 1997,
         a Borrower may request a loan from his Accounts, in an amount up to the
         lesser of: (i) fifty percent (50%) of the Net Value as of the close of
         business on the date the loan is processed of his Before-Tax
         Contribution Account, vested Bank Contribution Account, Participant
         Contribution Account, Pioneer Prior Matching Contribution Account and
         Rollover Contribution Account, or (ii) fifty thousand dollars
         ($50,000), reduced by the highest outstanding loan balance during the
         preceding twelve (12) months. The minimum loan permitted shall be one
         thousand dollars ($1,000). Commencing June 11, 1998, for purposes of
         this Section 8.2, the Net Value of a Borrower's Accounts includes all
         outstanding loans within the Borrower's Loan Account under Section
         8.4(d).


8.3      TERM OF LOAN


         All loans shall be for a fixed term of not more than five (5) years,
         except that a loan which shall be used to acquire any dwelling which
         within a reasonable time is to be used


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                                                                 ARTICLE VIII -
                                                           LOANS TO PARTICIPANTS
--------------------------------------------------------------------------------

         as the principal residence of the Participant, may, in the discretion
         of the Committee, be made for a term of not more than ten (10) years.
         Interest on a loan shall be based on a reasonable rate of interest.
         Such rate shall be based on the Prime Rate, as published in The Wall
         Street Journal on the date the loan is requested, increased by one
         percent (1%) and rounded to the nearest quarter of one percent (1/4 of
         1%). Such rate shall remain in effect until the Loan Account is closed.


8.4      OPERATIONAL PROVISIONS


         (a)      An application for a loan shall be filed in the form and
                  manner prescribed by the Committee and shall be subject to the
                  fees set forth in Section 9.11. If the Committee shall approve
                  such application, the Committee shall establish the amount of
                  such loan and such loan shall be effected as of such Valuation
                  Date next following receipt by the Trustee.


         (b)      Except as provided in Section 5.4, the amount of the loan
                  shall be distributed in cash from the Investment Accounts in
                  which the Borrower's Accounts are invested, and prior to
                  September 11, 1997, one hundred percent (100%) vested, in the
                  following order of priority:


                  (i)      Participant Contribution Account;


                  (ii)     Before-Tax Contribution Account;


                  (iii)    Rollover Contribution Account;


                  (iv)     Bank Contribution Account and on and after September
                           11, 1997, vested Bank Contribution Account; and


                  (v)      Pioneer Prior Matching Contribution Account.


                  Distributions from each of the foregoing Accounts shall be
                  made on a pro rata basis among the Investment Accounts other
                  than the Share Investment Account prior to any distribution
                  from the Share Investment Account. Notwithstanding the
                  foregoing, a distribution from the Share Investment Account,
                  if applicable, shall be made prior to a distribution from the
                  Participant's Account having the next highest order of
                  priority determined hereunder.


         (c)      The proceeds of a loan shall be distributed to the Borrower as
                  soon as practicable after the Valuation Date as of which the
                  loan is processed; provided, however, that the Borrower shall
                  have satisfied such reasonable conditions as the Committee
                  shall deem necessary, including, without limitation: (i) the
                  delivery of an executed promissory note for the amount of the
                  loan, including interest, payable to the order of the
                  Trustees; (ii) an assignment to the Plan of such Borrower's
                  interest in his Accounts to the extent of such loan; and (iii)
                  if the Borrower is actively employed by the Employer, an
                  authorization to the Employer to make payroll deductions in
                  order to repay his loan to the Plan. The


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                                                                 ARTICLE VIII -
                                                           LOANS TO PARTICIPANTS
--------------------------------------------------------------------------------

                  aforementioned promissory note shall be duly acknowledged and
                  executed by the Borrower and shall be held by the Trustees, or
                  the Committee as agent for the Trustees, as an asset of the
                  Borrower's Loan Account pursuant to subsection (d).


         (d)      A Loan Account shall be established for each Borrower with an
                  outstanding loan pursuant to this Article VIII. Each Loan
                  Account shall be comprised of a Borrower's (i) executed
                  promissory note and (ii) installment payments of principal and
                  interest made pursuant to Section 8.5(a). Upon full payment
                  and satisfaction of the outstanding Loan Account balance, a
                  Borrower's promissory note shall be marked paid in full,
                  returned to the Borrower, and his Loan Account thereupon
                  closed.


         (e)      As of each Valuation Date coincident with or next succeeding
                  each payment of principal and interest on a loan, the then
                  current balance of each Borrower's Loan Account shall be
                  debited by the amount of such payment and such amount shall be
                  transferred for investment in accordance with Section 8.5(c)
                  to the appropriate Borrower's Account. If the Committee
                  established a lien against the Borrower's Accounts pursuant to
                  Section 8.6(b), and foreclosure of such lien is deferred until
                  the Borrower's Termination of Service pursuant to Section
                  8.6(b)(i), for each month that foreclosure of the lien is
                  deferred, the then current balance of the Borrower's Loan
                  Account shall be charged with interest on the unpaid principal
                  and interest thereon.


         (f)      Only one (1) loan shall be outstanding to any Borrower under
                  this Article VIII at any time. Commencing June 11, 1998, no
                  more than a maximum of two (2) loans shall be outstanding to
                  any Borrower under this Article VIII at any time. The
                  foregoing operational provisions of this Section 8.4 shall
                  apply individually to each outstanding loan.


8.5      REPAYMENTS


         (a)      If the Borrower is on the payroll of the Employer and unless
                  otherwise agreed to by the Committee, repayments of loan
                  principal, or the unpaid balance thereof, and interest thereon
                  shall be made through payroll deductions. The first repayment
                  shall be deducted as of the first payroll date occurring no
                  later than three (3) weeks after the Committee submits the
                  loan form for processing.


                  If the Borrower is not on the payroll of the Employer and
                  unless otherwise agreed to by the Committee, repayments of
                  loan principal, or the unpaid balance thereof, and interest
                  thereon, shall be made in cash or cash equivalencies to the
                  Employer in equal monthly installments for payment to his Loan
                  Account.


         (b)      Any amount repaid to the Plan by a Borrower with respect to a
                  loan, including interest thereon, shall be invested as if such
                  amount were a contribution to be invested in accordance with
                  Section 6.1.

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                                                                 ARTICLE VIII -
                                                           LOANS TO PARTICIPANTS
--------------------------------------------------------------------------------



         (c)      With respect to each Borrower's Loan Account, any repayment of
                  principal and interest made by a Borrower shall be credited,
                  as of the Valuation Date coincident with or next succeeding
                  such payment, to the Borrower's Accounts in the order of
                  priority established under Section 8.4(b). No Account having a
                  lesser degree of priority shall be credited until the Account
                  having the immediately preceding degree of priority has been
                  restored by an amount equal to that which had been borrowed
                  from such Account.


         (d)      A Borrower may prepay his entire loan, plus all interest
                  accrued and unpaid thereon, as of any Valuation Date. A
                  Borrower will not be permitted to make partial prepayments to
                  his Loan Account. Commencing June 11, 1998, the foregoing
                  provisions pertain to the maximum of two (2) outstanding Loan
                  Accounts.


         (e)      In the event the Plan is terminated, the entire unpaid
                  principal amount of the loan hereunder, together with any
                  accrued and unpaid interest thereon, shall become immediately
                  due and payable.


8.6      DEFAULT


         (a)      If a Borrower fails to make any payment on any loan when due
                  under this Article VIII, the entire unpaid principal amount of
                  such loan, together with any accrued and unpaid interest
                  thereon, shall be deemed in default and become due and payable
                  ninety (90) days after the initial date of payment
                  delinquency.


         (b)      If a Borrower fails to make any payment on a loan and is
                  deemed to be in default pursuant to subsection (a), the
                  Committee shall establish a lien against the Borrower's
                  Accounts in an amount equal to any unpaid principal and
                  interest. The lien shall be foreclosed by applying the value
                  of the Borrower's Loan Account (determined as of the next
                  Valuation Date immediately following foreclosure) in
                  satisfaction of said unpaid principal and interest as follows:


                  (i)      if the Borrower is in the employment of the Employer,
                           upon the Borrower's Termination of Service; or


                  (ii)     if the Borrower is not in the employment of the
                           Employer, immediately upon default.


                  Thereupon, the vested interest in the balance of the
                  Borrower's Accounts shall be distributed in accordance with
                  the applicable provisions of the Plan.


         (c)      The Committee may, in accordance with uniform rules
                  established by it, restrict the right of any Borrower who has
                  defaulted on a loan from the Plan to: (i) make withdrawals
                  and/or loans from his Participant Contribution Account, Bank
                  Contribution Account, Before-Tax Contribution Account, Pioneer
                  Prior Matching Contribution Account and/or Rollover
                  Contribution Account for a period not exceeding twelve (12)
                  months or (ii) if the Borrower is an Eligible Employee,


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                                                                 ARTICLE VIII -
                                                           LOANS TO PARTICIPANTS
--------------------------------------------------------------------------------


                  authorize Before-Tax Contributions to be made on his behalf or
                  make any other contributions to the Plan for a period not
                  exceeding twelve (12) months.


8.7      COORDINATION OF OUTSTANDING ACCOUNT AND PAYMENT OF BENEFITS


         (a)      If the Borrower has an outstanding Loan Account and is either
                  (i) scheduled to receive or elects to receive a lump sum
                  distribution in accordance with the provisions of Article VII,
                  or (ii) scheduled to receive the last installment payment
                  under a previous election made in accordance with the
                  provisions of Article VII to receive payments in a form other
                  than the normal form of benefit payments, then, at the time of
                  the distribution or payment under clause (i) or (ii) above,
                  the entire unpaid principal amount of the loan together with
                  any accrued and unpaid interest thereon, shall become
                  immediately due and payable. No Plan distribution, except as
                  permitted under Section 7.2 or Section 7.3, shall be made to
                  any Borrower unless and until such Borrower's Loan Account,
                  including accrued interest thereunder, has been liquidated and
                  closed. If a Borrower fails to pay the outstanding balance of
                  his Loan Account hereunder, such loan shall be satisfied as if
                  a default had occurred pursuant to Section 8.6.


         (b)      Any reference in the Plan to the Net Value of Units in a
                  Borrower's Accounts available for distribution to any
                  Borrower, shall mean the value after the satisfaction of the
                  entire unpaid principal loan amount or amounts and any
                  accrued, unpaid interest thereon, as provided in this Article
                  VIII.




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                                                                    ARTICLE IX -
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------



                                  ARTICLE IX -
                                 ADMINISTRATION

9.1      GENERAL ADMINISTRATION OF THE PLAN


         The operation and administration of the Plan shall be subject to the
         management and control of the Named Fiduciaries and Plan Administrator
         designated by the Sponsoring Employer. The designation of such Named
         Fiduciaries and Plan Administrator, the terms of their appointment, and
         their duties and responsibilities allocated among them shall be as set
         forth in this Article IX. Any actions taken hereunder shall be
         conclusive and binding on Participants, Retired Participants,
         Employees, Beneficiaries and other persons, and shall not be overturned
         unless found to be arbitrary and capricious by a court of competent
         jurisdiction.


9.2      DESIGNATION OF NAMED FIDUCIARIES


         The management and control of the operation and administration of the
         Plan shall be allocated in the following manner:


         (a)      The Sponsoring Employer shall designate the Trustees as a
                  Named Fiduciary to perform those functions set forth in the
                  Plan or the Agreement which are applicable to a Plan of
                  Partial Participation.


         (b)      The Sponsoring Employer shall designate the Separate Agency to
                  perform those functions set forth in the Plan or the Separate
                  Agreement.


         (c)      The Sponsoring Employer shall designate one or more
                  individuals to serve as member(s) of an employee benefits
                  Committee to perform those functions set forth in the
                  Agreement, Separate Agreement or the Plan that are assigned to
                  such Committee.


         (d)      A Trust Participant (as defined under the Agreement) may
                  delegate to a person or persons the duties and
                  responsibilities for voting Units set forth under the
                  Agreement.


9.3      RESPONSIBILITIES OF FIDUCIARIES


         The Named Fiduciaries and Plan Administrator shall have only those
         powers, duties, responsibilities and obligations that are specifically
         allocated to them under the Plan, the Agreement or the Separate
         Agreement.


         To the extent permitted by ERISA, each Named Fiduciary and Plan
         Administrator may rely upon any direction, information or action of
         another Named Fiduciary, Plan Administrator or the Sponsoring Employer
         as being proper under the Plan, the Agreement or the Separate Agreement
         and is not required to inquire into the propriety of any such
         direction, information or action and no Named Fiduciary or Plan
         Administrator shall be

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                                                                    ARTICLE IX -
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------


         responsible for any act or failure to act of another Named Fiduciary,
         Plan Administrator or the Sponsoring Employer.


         No Named Fiduciary, Plan Administrator or the Employer guarantees the
         Trust Fund or Separate Assets in any manner against investment loss or
         depreciation in asset value.


         The allocation of responsibility between the Trustees and the
         Sponsoring Employer or between the Separate Agency and the Sponsoring
         Employer may be changed by written agreement. Such reallocation shall
         be evidenced by Employer Resolutions and shall not be deemed an
         amendment to the Plan. To the extent permitted by ERISA, the Trustees
         shall have no liability or responsibility with respect to the
         administration of any Separate Assets held outside the Trust except as
         specifically set forth in the Agreement. The authority and
         responsibility of the Trustees shall extend only to those Plan assets
         held by the Trustees.


9.4      PLAN ADMINISTRATOR


         The Sponsoring Employer shall designate the Trustees as the Trustee
         Administrator to perform those functions applicable to Plans of Partial
         Participation as set forth in the Agreement. The Employer shall also
         designate one or more persons to act as Plan Administrator and to
         perform those functions set forth in the Agreement, the Plan or the
         Separate Agreement that are assigned to the Plan Administrator.


         The duties and responsibilities of a plan administrator under ERISA
         shall be allocated between the Plan Administrator and the Trustee
         administrator as set forth herein or in the Agreement. Such allocation
         may be changed only by written agreement between the parties and shall
         not be deemed an amendment to the Plan.


         The Plan Administrator shall be solely responsible for monitoring and
         notifying the Trustees of an Employee's age for all purposes under the
         Plan.


         The Plan Administrator is designated as the Plan's agent for the
         service of legal process.


9.5      COMMITTEE


         The members of the Committee designated by the Sponsoring Employer
         under Section 9.2(b) shall serve for such term(s) as the Sponsoring
         Employer shall determine and until their successors are designated and
         qualified. The term of any member of the Committee may be renewed from
         time to time without limitation as to the number of renewals. Any
         member of the Committee may (a) resign upon at least sixty (60) days'
         written notice to the Sponsoring Employer or (b) be removed from office
         but only for his failure or inability, in the opinion of the Sponsoring
         Employer, to carry out his responsibilities in an effective manner.
         Termination of employment with the Employer shall be deemed to give
         rise to such failure or inability.


         The powers and duties allocated to the Committee shall be vested
         jointly and severally in its members. Notwithstanding specific
         instructions to the contrary, any instrument or

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                                                                    ARTICLE IX -
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------


         document signed on behalf of the Committee by any member of the
         Committee may be accepted and relied upon by the Trustees and the
         Separate Agency as the act of the Committee. The Trustees and the
         Separate Agency shall not be required to inquire into the propriety of
         any such action taken by the Committee nor shall they be held liable
         for any actions taken by them in reliance thereon.


         The Sponsoring Employer may, pursuant to Employer Resolutions and upon
         notice to the Trustees, change the number of individuals comprising the
         Committee, their terms of office or other conditions of their
         incumbency provided that there shall be at all times at least one
         individual member of the Committee. Any such change shall not be deemed
         an amendment to the Plan.


9.6      POWERS AND DUTIES OF THE COMMITTEE


         The Committee shall have authority to perform all acts it may deem
         necessary or appropriate in order to exercise the duties and powers
         imposed or granted by ERISA, the Plan, the Agreement, the Separate
         Agreement or any Employer Resolutions. Such duties and powers shall
         include, but not be limited to, the following:


         (a)      POWER TO CONSTRUE - Except as otherwise provided in the
                  Agreement, the Committee shall have the power to construe the
                  provisions of the Plan and to determine any questions of fact
                  which may arise thereunder.


         (b)      POWER TO MAKE RULES AND REGULATIONS - The Committee shall have
                  the power to make such reasonable rules and regulations as it
                  may deem necessary or appropriate to perform its duties and
                  exercise its powers. Such rules and regulations shall include,
                  but not be limited to, those governing (i) the manner in which
                  the Committee shall act and manage its own affairs, (ii) the
                  procedures to be followed in order for Employees or
                  Beneficiaries to claim benefits, and (iii) the procedures to
                  be followed by Participants, Beneficiaries or other persons
                  entitled to benefits with respect to notifications, elections,
                  designations or other actions required by the Plan or ERISA.
                  All such rules and regulations shall be applied in a uniform
                  and nondiscriminatory manner.


         (c)      POWERS AND DUTIES WITH RESPECT TO INFORMATION - The Committee
                  shall have the power and responsibility:


                  (i)      to obtain such information as shall be necessary for
                           the proper discharge of its duties;


                  (ii)     to furnish to the Employer, upon request, such
                           reports as are reasonable and appropriate;


                  (iii)    to receive, review and retain periodic reports of the
                           financial condition of the Trust Fund; and

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                                                                    ARTICLE IX -
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------

                  (iv)     to receive, collect and transmit to the Trustees all
                           information required by the Trustees in the
                           administration of the Accounts of the Employee as
                           contemplated in Section 9.7.


         (d)      POWER OF DELEGATION - The Committee shall have the power to
                  delegate fiduciary responsibilities (other than trustee
                  responsibilities defined under Section 405(c)(3) of ERISA) to
                  one or more persons who are not members of the Committee.
                  Unless otherwise expressly indicated by the Sponsoring
                  Employer, the Committee must reserve the right to terminate
                  such delegation upon reasonable notice.


         (e)      POWER OF ALLOCATION - Subject to the written approval of the
                  Sponsoring Employer, the Committee shall have the power to
                  allocate among its members specified fiduciary
                  responsibilities (other than trustee responsibilities defined
                  under Section 405(c)(3) of ERISA). Any such allocation shall
                  be in writing and shall specify the persons to whom such
                  allocation is made and the terms and conditions thereof.


         (f)      DUTY TO REPORT - Any member of the Committee to whom specified
                  fiduciary responsibilities have been allocated under
                  subsection (e) above shall report to the Committee at least
                  annually. The Committee shall report to the Sponsoring
                  Employer at least annually regarding the performance of its
                  responsibilities as well as the performance of any persons to
                  whom any powers and responsibilities have been further
                  delegated.


         (g)      POWER TO EMPLOY ADVISORS AND RETAIN SERVICES - The Committee
                  may employ such legal counsel, enrolled actuaries,
                  accountants, pension specialists, clerical help and other
                  persons as it may deem necessary or desirable in order to
                  fulfill its responsibilities under the Plan.


9.7      CERTIFICATION OF INFORMATION


         The Committee shall certify to the Trustees on such periodic or other
         basis as may be agreed upon, but in no event later than ten (10) days
         before any Valuation Date as of which the Trustees must effect any
         action with respect to any Accounts held under the provisions of the
         Plan, relevant facts regarding the establishment of the Accounts of an
         Employee, periodic contributions with respect to such Accounts,
         investment elections and modifications thereof and withdrawals and
         distributions therefrom. The Trustees shall be fully protected in
         maintaining individual Account records and in administering the
         Accounts of the Employee on the basis of such certifications and shall
         have no duty of inquiry or otherwise with respect to any transactions
         or communications between the Committee and Employees relating to the
         information contained in such certifications.


9.8      AUTHORIZATION OF BENEFIT PAYMENTS


         The Committee shall forward to the Trustees and, if applicable, any
         Separate Agency, any application for payment of benefits within a
         reasonable time after it has approved such application. The Trustees
         and such Separate Agency may rely on any such information

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                                                                    ARTICLE IX -
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------

         set forth in the approved application for the payment of benefits to
         the Participant, Beneficiary or any other person entitled to benefits.


9.9      PAYMENT OF BENEFITS TO LEGAL CUSTODIAN


         Whenever, in the Committee's opinion, a person entitled to receive any
         benefit payment is a minor or deemed to be physically, mentally or
         legally incompetent to receive such benefit, the Committee may direct
         the Trustees and the Separate Agency to make payment for his benefit to
         such individual or institution having legal custody of such person or
         to his legal representative. Any benefit payment made in accordance
         with the provisions of this Section 9.9 shall operate as a valid and
         complete discharge of any liability for payment of such benefit under
         the provisions of the Plan.


9.10     SERVICE IN MORE THAN ONE FIDUCIARY CAPACITY


         Any person or group of persons may serve in more than one fiduciary
         capacity with respect to the Plan, regardless of whether any such
         person is an officer, employee, agent or other representative of a
         party in interest.


9.11     PAYMENT OF EXPENSES


         The Employer will pay the ordinary administrative expenses of the Plan
         and compensation of the Trustees to the extent required, except that
         any expenses directly related to the Trust Fund, such as transfer
         taxes, brokers' commissions, registration charges, or administrative
         expenses of the Trustees (including expenses of counsel retained by it
         in accordance with the Agreement), shall be paid from the Trust Fund or
         from such Investment Account to which such expenses directly relate.


         The Employer may, if determined by the Committee, charge Employees all
         or part of the reasonable expenses associated with withdrawals and
         other distributions, loan origination fees and all annual maintenance
         fees associated with loans or Account transfers.


         Brokerage commissions incurred in connection with the Share Investment
         Account shall be paid by the Employer.


9.12     ADMINISTRATION OF SEPARATE ASSETS


         The Committee and the Separate Agency shall be solely responsible for
         the administration of the Separate Assets, including the
         administration, collection and enforcement of any Employee loans held
         herein. All contributions to and withdrawals or disbursements from the
         Separate Assets shall be made directly to or by the Separate Agency.


         The Trustees may, as agreed upon with the Committee, provide such
         combined or coordinated Plan records and reports, which include the
         separate Assets. The Trustees shall be fully protected in relying upon
         any information provided to them by the Committee or Separate Agency
         with respect to such Separate Assets. The inclusion of

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                                                                    ARTICLE IX -
                                                                  ADMINISTRATION
--------------------------------------------------------------------------------


         any information pertaining to Separate Assets in such combined or
         coordinated Plan records and reports shall not increase the
         responsibility or liability of the Trustees with respect to the
         Separate Assets. If Plan Funds may be transferred between the Separate
         Assets and the Investment Accounts, the manner in which such transfers
         may be made must be agreed to in a written instrument entered into
         among the Committee, the Trustees and the Separate Agency.



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<PAGE>

                                                                    ARTICLE X -
                                                        BENEFIT CLAIMS PROCEDURE
--------------------------------------------------------------------------------


                                   ARTICLE X -
                            BENEFIT CLAIMS PROCEDURE

10.1     DEFINITION


         For purposes of this Article X, "Claimant" shall mean any Participant,
         Beneficiary or any other person entitled to benefits under the Plan or
         his duly authorized representative.


10.2     CLAIMS


         A Claimant may file a written claim for a Plan benefit with the Plan
         Administrator on the appropriate form to be supplied by the Plan
         Administrator. The Plan Administrator shall, in its sole and absolute
         discretion, review the Claimant's application for benefits and
         determine the disposition of such claim.


10.3     DISPOSITION OF CLAIM


         The Plan Administrator shall notify the Claimant as to the disposition
         of the claim for benefits under this Plan within ninety (90) days after
         the appropriate form has been filed unless special circumstances
         require an extension of time for processing. If such an extension of
         time is required, the Plan Administrator shall furnish written notice
         of the extension to the Claimant prior to the termination of the
         initial ninety (90) day period. The extension notice shall indicate the
         special circumstances requiring the extension of time and the date the
         Plan Administrator expects to render a decision. In no event shall such
         extension exceed a period of one hundred-eighty (180) days from the
         receipt of the claim.


10.4     DENIAL OF CLAIM


         If a claim for benefits under this Plan is denied in whole or in part
         by the Plan Administrator, a notice written in a manner calculated to
         be understood by the Claimant shall be provided by the Plan
         Administrator to the Claimant and such notice shall include the
         following:


         (a)      a statement that the claim for the benefits under this Plan
                  has been denied;


         (b)      the specific reasons for the denial of the claim for benefits,
                  citing the specific provisions of the Plan which set forth the
                  reason or reasons for the denial;


         (c)      a description of any additional material or information
                  necessary for the Claimant to perfect the claim for benefits
                  under this Plan and an explanation of why such material or
                  information is necessary; and


         (d)      appropriate information as to the steps to be taken if the
                  Claimant wishes to appeal such decision.

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<PAGE>

                                                                    ARTICLE X -
                                                        BENEFIT CLAIMS PROCEDURE
--------------------------------------------------------------------------------

10.5     INACTION BY PLAN ADMINISTRATOR


         A claim for benefits shall be deemed to be denied if the Plan
         Administrator shall not take any action on such claim within ninety
         (90) days after receipt of the application for benefits by the Claimant
         or, if later, within the extended processing period established by the
         Plan Administrator by written notice to the Claimant, in accordance
         with Section 10.3.


10.6     RIGHT TO FULL AND FAIR REVIEW


         A Claimant who is denied, in whole or in part, a claim for benefits
         under the Plan may file an appeal of such denial. Such appeal must be
         made in writing by the Claimant or his duly authorized representative
         and must be filed with the Committee within sixty (60) days after
         receipt of the notification under Section 10.4 or the date his claim is
         deemed to be denied under Section 10.5. The Claimant or his
         representative may review pertinent documents and submit issues and
         comments in writing.


10.7     TIME OF REVIEW


         The Committee, independent of the Plan Administrator, shall conduct a
         full and fair review of the denial of claim for benefits under this
         Plan to a Claimant within sixty (60) days after receipt of the written
         request for review described in Section 10.6; provided, however, that
         an extension, not to exceed sixty (60) days, may apply in special
         circumstances. Written notice shall be furnished to the Claimant prior
         to the commencement of the extension period.


10.8     FINAL DECISION


         The Claimant shall be notified in writing of the final decision of such
         full and fair review by such Committee. Such decision shall be written
         in a manner calculated to be understood by the Claimant, shall state
         the specific reasons for the decision and shall include specific
         references to the pertinent Plan provisions upon which the decision is
         based. In no event shall the decision be furnished to the Claimant
         later than sixty (60) days after the receipt of a request for review,
         unless special circumstances require an extension of time for
         processing, in which case a decision shall be rendered within one
         hundred-twenty (120) days after receipt of such request for review.


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<PAGE>

                                                                    ARTICLE XI -
                                          AMENDMENT, TERMINATION, AND WITHDRAWAL
--------------------------------------------------------------------------------


                                  ARTICLE XI -
                     AMENDMENT, TERMINATION, AND WITHDRAWAL

11.1     AMENDMENT AND TERMINATION


         The Employer expects to continue the Plan indefinitely, but
         specifically reserves the right, in its sole and absolute discretion,
         at any time, by appropriate action of the Board, to terminate its Plan
         or to amend (subject to the approval of the Trustees), in whole or in
         part, any or all of the provisions of the Plan. Subject to the
         provisions of Section 13.7, no such amendment or termination shall
         permit any part of the Trust Fund to be used for or diverted to
         purposes other than for exclusive benefit of Participants,
         Beneficiaries or other persons entitled to benefits, and no such
         amendment or termination shall reduce the interest of any Participant,
         Beneficiary or other person who may be entitled to benefits, without
         his consent. In the event of a termination or partial termination of
         the Plan, or upon complete discontinuance of contributions under the
         Plan, the Accounts of each affected Participant shall become fully
         vested and shall be distributable in accordance with the provisions of
         Article VII.


         If any amendment changes the vesting schedule, any Participant who has
         a Period of Service of three (3) or more years may, by filing a written
         request with the Employer, elect to have his vested percentage computed
         under the vesting schedule in effect prior to the amendment.


         The period during which the Participant may elect to have his vested
         percentage computed under the prior vesting schedule shall commence
         with the date the amendment is adopted and shall end on the latest of:


         (a)      sixty (60) days after the amendment is adopted;


         (b)      sixty (60) days after the amendment becomes effective; or


         (c)      sixty (60) days after the Participant is issued written notice
                  of the amendment from the Employer.


11.2     WITHDRAWAL FROM THE TRUST FUND


         An Employer may withdraw its Plan from the Trust Fund in accordance
         with and subject to the provisions of the Agreement.


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<PAGE>

                                                                   ARTICLE XII -
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------


                                  ARTICLE XII -
                            TOP-HEAVY PLAN PROVISIONS

12.1     INTRODUCTION


         Any other provisions of the Plan to the contrary notwithstanding, the
         provisions contained in this Article XII shall be effective with
         respect to any Plan Year in which this Plan is a Top- Heavy Plan, as
         hereinafter defined.


12.2     DEFINITIONS


         For purposes of this Article XII, the following words and phrases shall
         have the meanings stated herein unless a different meaning is plainly
         required by the context.


         (a)      "Account," for the purpose of determining the Top-Heavy Ratio,
                  means the sum of (i) a Participant's Accounts as of the most
                  recent Valuation Date and (ii) an adjustment for contributions
                  due as of the Determination Date.


         (b)      "Determination Date" means, with respect to any Plan Year, the
                  last day of the preceding Plan Year. With respect to the first
                  Plan Year, "Determination Date" means the last day of such
                  Plan Year.


         (c)      "Five-Percent Owner" means, if the Employer is a corporation,
                  any Employee who owns (or is considered as owning within the
                  meaning of Section 318 of the Code modified by Section
                  416(i)(1)(B)(iii) of the Code) more than five percent (5%) of
                  the value of the outstanding stock of, or more than five
                  percent (5%) of the total combined voting power of all the
                  stock of, the Employer. If the Employer is not a corporation,
                  a Five-Percent Owner means any Employee who owns more than
                  five percent (5%) of the capital or profits interest in the
                  Employer.


         (d)      "Key Employee" means any Employee or former Employee (or,
                  where applicable, such person's Beneficiary) in the Plan who,
                  at any time during the Plan Year containing the Determination
                  Date or any of the preceding four (4) Plan Years, is: (i) an
                  Officer having Top-Heavy Earnings from the Employer of greater
                  than fifty percent (50%) of the dollar limitation in effect
                  under Section 415(b)(l)(A) of the Code; (ii) one of the ten
                  (10) Employees having Top-Heavy Earnings from the Employer of
                  more than the dollar limitation in effect under Section
                  415(c)(l)(A) of the Code and owning (or considered as owning
                  within the meaning of Section 318 of the Code modified by
                  Section 416(i)(1)(B)(iii) of the Code) both more than a
                  one-half of one percent (1/2%) interest in value and the
                  largest interests in the value of the Employer; (iii) a
                  Five-Percent Owner of the Employer; or (iv) a One-Percent
                  Owner of the Employer having Top-Heavy Earnings from the
                  Employer greater than one hundred fifty thousand dollars
                  ($150,000). For purposes of

--------------------------------------------------------------------------------
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<PAGE>

                                                                   ARTICLE XII -
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------


                  computing the Top-Heavy Earnings in subsections (d)(i),
                  (d)(ii) and (d)(iv) above, the aggregation rules of Sections
                  414(b), (c), (m) and (o) of the Code shall apply.


         (e)      "Non-Key Employee" means an Employee or former Employee (or,
                  where applicable, such person's Beneficiary) who is not a Key
                  Employee.


         (f)      "Officer" means an Employee who is an administrative executive
                  in the regular and continued service of his Employer; any
                  Employee who has the title but not the authority of an officer
                  shall not be considered an Officer for purposes of this
                  Article XII. Similarly, an Employee who does not have the
                  title of an officer but has the authority of an officer shall
                  be considered an Officer. For purposes of this Article XII,
                  the maximum number of Officers that must be taken into
                  consideration shall be determined as follows: (i) three (3),
                  if the number of Employees is less than thirty (30); (ii) ten
                  percent (10%) of the number of Employees, if the number of
                  Employees is between thirty (30) and five hundred (500); or
                  (iii) fifty (50), if the number of Employees is greater than
                  five hundred (500). In determining such limit, the term
                  "Employer" shall be determined in accordance with Sections
                  414(b), (c), (m) and (o) of the Code and "Employee" shall
                  include Leased Employees and exclude employees described in
                  Section 414(q)(5) of the Code.


         (g)      "One-Percent Owner" means, if the Employer is a corporation,
                  any Employee who owns (or is considered as owning within the
                  meaning of Section 318 of the Code modified by Section
                  416(i)(1)(B)(iii) of the Code) more than one percent (1%) of
                  the value of the outstanding stock of, or more than one
                  percent (1%) of the total combined voting power of all the
                  stock of, the Employer. If the Employer is not a corporation,
                  a One-Percent Owner means any Employee who owns more than one
                  percent (1%) of the capital or profits interest in the
                  Employer.


         (h)      A "Permissive Aggregation Group" consists of one or more plans
                  of the Employer that are part of a Required Aggregation Group,
                  plus one or more plans that are not part of a Required
                  Aggregation Group but that satisfy the requirements of
                  Sections 401(a)(4) and 410 of the Code when considered
                  together with the Required Aggregation Group. If two (2) or
                  more defined benefit plans are included in the aggregation
                  group, the same actuarial assumptions must be used with
                  respect to all such plans in determining the Present Value of
                  Accrued Benefits.


         (i)      "Present Value of Accrued Benefits" shall be determined in
                  accordance with the actuarial assumptions set forth in the
                  defined benefit plan and the assumed benefit commencement date
                  shall be determined taking into account any nonproportional
                  subsidy. The accrued benefit of any Employee shall be
                  determined under the method used for accrual purposes for all
                  plans of the Employer, or if no such method is described, as
                  if such benefit accrued not more rapidly than the slowest
                  accrual rate permitted under Section 411(b)(1)(C) of the Code.


--------------------------------------------------------------------------------
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<PAGE>

                                                                   ARTICLE XII -
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------


         (j)      "Related Rollover Contributions" means rollover contributions
                  received by the Plan that are not initiated by the Employee
                  nor made from another plan maintained by the Employer.


         (k)      A "Required Aggregation Group" consists of each plan of the
                  Employer (whether or not terminated) in which a Key Employee
                  participates or participated at any time during the Plan Year
                  containing the Determination Date or any of the four (4)
                  preceding Plan Years and each other plan of the Employer
                  (whether or not terminated) which enables any plan in which a
                  Key Employee participates or participated to meet the
                  requirements of Section 401(a)(4) or 410 of the Code. If two
                  (2) or more defined benefit plans are included in the
                  aggregation group, the same actuarial assumptions must be used
                  with respect to all such plans in determining the Present
                  Value of Accrued Benefits.


         (l)      A "Super Top-Heavy Plan" means a Plan in which, for any Plan
                  Year:


                  (i)      the Top-Heavy Ratio (as defined under subsection (o))
                           for the Plan exceeds ninety percent (90%) and the
                           Plan is not part of any Required Aggregation Group
                           (as defined under subsection (k)) or Permissive
                           Aggregation Group (as defined under subsection (h));
                           or


                  (ii)     the Plan is a part of a Required Aggregation Group
                           (but is not part of a Permissive Aggregation Group)
                           and the Top-Heavy Ratio for the group of plans
                           exceeds ninety percent (90%); or


                  (iii)    the Plan is a part of a Required Aggregation Group
                           and part of a Permissive Aggregation Group and the
                           Top-Heavy Ratio for the Permissive Aggregation Group
                           exceeds ninety percent (90%).


         (m)      "Top-Heavy Earnings" means, for any year, compensation as
                  defined under Section 414(q)(4) of the Code, up to a maximum
                  of one hundred sixty thousand dollars ($160,000),adjusted in
                  multiples of ten thousand dollars ($10,000) for increases in
                  the cost-of-living as prescribed by the Secretary of the
                  Treasury under Section 401(a)(17)(B) of the Code.


         (n)      A "Top-Heavy Plan" means a Plan in which, for any Plan Year:


                  (i)      the Top-Heavy Ratio (as defined under subsection (o))
                           for the Plan exceeds sixty percent (60%) and the Plan
                           is not part of any Required Aggregation Group (as
                           defined under subsection (k)) or Permissive
                           Aggregation Group (as defined under subsection (h));
                           or


                  (ii)     the Plan is a part of a Required Aggregation Group
                           but is not part of a Permissive Aggregation Group and
                           the Top-Heavy Ratio for the group of plans exceeds
                           sixty percent (60%); or


--------------------------------------------------------------------------------
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<PAGE>

                                                                   ARTICLE XII -
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------


                  (iii)    the Plan is a part of a Required Aggregation Group
                           and part of a Permissive Aggregation Group and the
                           Top-Heavy Ratio for the Permissive Aggregation Group
                           exceeds sixty percent (60%).


         (o)      "Top-Heavy Ratio" means:


                  (i)      if the Employer maintains one or more qualified
                           defined contribution plans and the Employer has not
                           maintained any qualified defined benefit plans which
                           during the five (5) year period ending on the
                           Determination Date have or have had accrued benefits,
                           the Top-Heavy Ratio for the Plan alone or for the
                           Required Aggregation Group or Permissive Aggregation
                           Group, as appropriate, is a fraction, the numerator
                           of which is the sum of the Account balances under the
                           aggregated defined contribution plan or plans for all
                           Key Employees as of the Determination Date, including
                           any part of any Account balance distributed in the
                           five (5) year period ending on the Determination Date
                           but excluding distributions attributable to Related
                           Rollover Contributions, if any, and the denominator
                           of which is the sum of all Account balances under the
                           aggregated qualified defined contribution plan or
                           plans for all Participants as of the Determination
                           Date, including any part of any Account balance
                           distributed in the five (5) year period ending on the
                           Determination Date but excluding distributions
                           attributable to Related Rollover Contributions, if
                           any, determined in accordance with Section 416 of the
                           Code and the regulations thereunder.


                  (ii)     if the Employer maintains one or more qualified
                           defined contribution plans and the Employer maintains
                           or has maintained one or more qualified defined
                           benefit plans which during the five (5) year period
                           ending on the Determination Date have or have had any
                           accrued benefits, the Top-Heavy Ratio for any
                           Required Aggregation Group or Permissive Aggregation
                           Group, as appropriate, is a fraction, the numerator
                           of which is the sum of the Account balances under the
                           aggregated qualified defined contribution plan or
                           plans for all Key Employees, determined in accordance
                           with (i) above, and the sum of the Present Value of
                           Accrued Benefits under the aggregated qualified
                           defined benefit plan or plans for all Key Employees
                           as of the Determination Date, and the denominator of
                           which is the sum of the Account balances under the
                           aggregated qualified defined contribution plan or
                           plans determined in accordance with (i) above, for
                           all Participants and the sum of the Present Value of
                           Accrued Benefits under the aggregated qualified
                           defined benefit plan or plans for all Participants as
                           of the Determination Date, all determined in
                           accordance with Section 416 of the Code and the
                           regulations thereunder. The accrued benefits under a
                           qualified defined benefit plan in both the numerator
                           and denominator of the Top-Heavy Ratio are adjusted
                           for any distribution of an accrued benefit made in
                           the five (5) year period ending on the Determination
                           Date.


--------------------------------------------------------------------------------
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<PAGE>

                                                                   ARTICLE XII -
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------


                  (iii)    For purposes of (i) and (ii) above, the value of
                           Account balances and the Present Value of Accrued
                           Benefits will be determined as of the most recent
                           Valuation Date that falls within the twelve (12)
                           month period ending on the Determination Date, except
                           as provided in Section 416 of the Code and the
                           regulations thereunder for the first and second Plan
                           Years of a qualified defined benefit plan. The
                           Account balances and Present Value of Accrued
                           Benefits of a Participant (A) who is a Non-Key
                           Employee but who was a Key Employee in a prior year,
                           or (B) who has not been credited with at least an
                           Hour of Service with any employer maintaining the
                           Plan at any time during the five (5) year period
                           ending on the Determination Date will be disregarded.
                           The calculation of the Top-Heavy Ratio, and the
                           extent to which distributions, rollovers, and
                           transfers are taken into account will be made in
                           accordance with Section 416 of the Code and the
                           regulations thereunder. When aggregating plans, the
                           value of Account balances and the Present Value of
                           Accrued Benefits will be calculated with reference to
                           the Determination Date that falls within the same
                           calendar year.


         (p)      "Valuation Date", for the purpose of computing the Top-Heavy
                  Ratio (as defined under subsection (o)) under subsections (l)
                  and (n) means the last date of the Plan Year.


         For purposes of subsections (h), (j) and (k), the rules of Sections
         414(b), (c), (m) and (o) of the Code shall be applied in determining
         the meaning of the term "Employer".


12.3     MINIMUM CONTRIBUTIONS


         If the Plan becomes a Top-Heavy Plan, then any provision of Article III
         to the contrary notwithstanding, the following provisions shall apply:


         (a)      Subject to subsection (b), the Employer shall contribute on
                  behalf of each Participant who is employed by the Employer
                  on the last day of the Plan Year and who is a Non-Key
                  Employee an amount with respect to each Top-Heavy year
                  which, when added to the amount of Bank Contributions,
                  Special Contributions and Forfeitures made on behalf of such
                  Participant, shall not be less than the lesser of: (i) three
                  percent (3%) of such Participant's Section 415 Compensation
                  (as defined under Section 3.11(a)(vii) of the Plan and
                  modified by Section 401(a)(17) of the Code), or (ii) if the
                  Employer has no defined benefit plan which is designated to
                  satisfy Section 416 of the Code, the largest of the total of
                  each Key Employee's Bank Contributions, Before-Tax
                  Contributions, Special Contributions and Forfeitures, as a
                  percentage of each such Key Employees' Top-Heavy Earnings;
                  provided, however, that in no event shall any contributions
                  be made under this Section 12.3 in an amount which will
                  cause the percentage of contributions made by the Employer
                  on behalf of any Participant who is a Non-Key Employee to
                  exceed the percentage at which contributions are made by the
                  Employer on behalf of the Key Employee for whom the
                  percentage of the total of

--------------------------------------------------------------------------------
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<PAGE>

                                                                   ARTICLE XII -
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------


                  Bank Contributions, Before-Tax Contributions, Special
                  Contributions and Forfeitures, is highest in such Top-Heavy
                  year. Any such contribution shall be allocated to the Bank
                  Contribution Account of each such Participant and, for
                  purposes of vesting and withdrawals only, shall be deemed to
                  be a Bank Contribution. Any such contribution shall not be
                  deemed to be a Bank Contribution for any other purpose.


         (b)      Notwithstanding the foregoing, this Section 12.3 shall not
                  apply to any Participant to the extent that such Participant
                  is covered under any other plan or plans of the Employer
                  (determined in accordance with Sections 414(b), (c), (m) and
                  (o) of the Code) and such other plan provides that the minimum
                  allocation or benefit requirement will be met by such other
                  plan should this Plan become Top-Heavy. If such other plan
                  does not provide for a minimum allocation or benefit
                  requirement, a minimum of five percent (5%) of a Participant's
                  Section 415 Compensation, as defined in Section 12.3(a) above,
                  shall be provided under this Plan.


         (c)      For purposes of this Article XII, the following shall be
                  considered as a contribution made by the Employer:


                  (i)      Qualified Nonelective Contributions;


                  (ii)     Bank Contributions made by the Employer on behalf of
                           Key Employees; and


                  (iii)    Before-Tax Contributions made by the Employer on
                           behalf of Key Employees.


         (d)      Subject to the provisions of subsection (b), all Non-Key
                  Employee Participants who are employed by the Employer on the
                  last day of the Plan Year shall receive the defined
                  contribution minimum provided under subsection (a). A Non-Key
                  Employee may not fail to accrue a defined contribution minimum
                  merely because such Employee was excluded from participation
                  or failed to accrue a benefit because (i) his Compensation is
                  less than a stated amount, or (ii) he failed to make
                  Before-Tax Contributions.


12.4     IMPACT ON SECTION 415 MAXIMUM BENEFITS


         For any Plan Year in which the Plan is a Super Top-Heavy Plan, Sections
         3.11(a)(iv) and (v) shall be read by substituting the number 1.0 for
         the number 1.25 wherever it appears therein. For any Plan Year in which
         the Plan is a Top-Heavy Plan but not a Super Top-Heavy Plan, the Plan
         shall be treated as a Super Top-Heavy Plan under this Section 12.4,
         unless each Non-Key Employee who is entitled to a minimum contribution
         or benefit receives an additional minimum contribution or benefit. If
         the Non-Key Employee is entitled to a minimum contribution under
         Section 12.3(a), the Plan shall not be treated as a Super Top-Heavy
         Plan under this Section 12.4 if the minimum contribution satisfies
         Section 12.3(a) when four percent (4%) is substituted for three percent
         (3%) in Section

--------------------------------------------------------------------------------
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<PAGE>

                                                                   ARTICLE XII -
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------


         12.3(a)(i). If the Non-Key Employee is entitled to a minimum
         contribution under Section 12.3(b), the Plan shall not be treated as a
         Super Top-Heavy Plan under this Section 12.4, if the minimum
         contribution satisfies Section 12.3(b) when seven and one-half percent
         (7-1/2%) is substituted for five percent (5%).




--------------------------------------------------------------------------------
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<PAGE>

                                                                 ARTICLE XIII -
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------


                                 ARTICLE XIII -
                            MISCELLANEOUS PROVISIONS

13.1     NO RIGHT TO CONTINUED EMPLOYMENT


         Neither the establishment of the Plan, nor any provisions of the Plan
         or of the Agreement establishing the Trust nor any action of any Named
         Fiduciary, Plan Administrator or the Employer, shall be held or
         construed to confer upon any Employee any right to a continuation of
         his employment by the Employer. The Employer reserves the right to
         dismiss any Employee or otherwise deal with any Employee to the same
         extent and in the same manner that it would if the Plan had not been
         adopted.


13.2     MERGER, CONSOLIDATION, OR TRANSFER


         The Plan shall not be merged or consolidated with, nor transfer its
         assets or liabilities to, any other plan unless each Employee,
         Participant, Beneficiary and other person entitled to benefits under
         the Plan, would (if such other plan then terminated) receive a benefit
         immediately after the merger, consolidation or transfer which is equal
         to or greater than the benefit he would have been entitled to receive
         if the Plan had terminated immediately before the merger, consolidation
         or transfer.


13.3     NONALIENATION OF BENEFITS


         Except, effective August 5, 1997, to the extent of any offset of a
         Participant's benefits as a result of any judgment, order, decree or
         settlement agreement provided in Section 401(a)(13)(C) of the Code,
         benefits payable under the Plan shall not be subject in any manner to
         anticipation, alienation, sale, transfer, assignment, pledge,
         encumbrance, charge, garnishment, execution, or levy of any kind,
         either voluntary or involuntary and any attempt to so anticipate,
         alienate, sell, transfer, assign, pledge, encumber, charge, garnish,
         execute, levy or otherwise affect any right to benefits payable
         hereunder, shall be void. Notwithstanding the foregoing, the Plan shall
         permit the payment of benefits in accordance with a qualified domestic
         relations order as defined under Section 414(p) of the Code.


13.4     MISSING PAYEE


         Any other provision in the Plan or Agreement to the contrary
         notwithstanding, if the Trustees are unable to make payment to any
         Employee, Participant, Beneficiary or other person to whom a payment is
         due ("Payee") under the Plan because the identity or whereabouts of
         such Payee cannot be ascertained after reasonable efforts have been
         made to identify or locate such person (including mailing a certified
         notice of the payment due to the last known address of such Payee as
         shown on the records of the Employer), such payment and all subsequent
         payments otherwise due to such Payee shall be forfeited twenty-four
         (24) months after the date such payment first became due. However, such


--------------------------------------------------------------------------------
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                                                                 ARTICLE XIII -
                                                       TOP-HEAVY PLAN PROVISIONS
--------------------------------------------------------------------------------


         payment and any subsequent payments shall be reinstated retroactively,
         without interest, no later than sixty (60) days after the date on which
         the Payee is identified and located.


13.5     AFFILIATED EMPLOYERS


         All employees of all Affiliated Employers shall, for purposes of the
         limitations in Article XII and for measuring Hours of Service and
         Periods of Service, be treated as employed by a single employer. No
         employee of an Affiliated Employer shall become a Participant of this
         Plan unless employed by the Employer or an Affiliated Employer which
         has adopted the Plan.


13.6     SUCCESSOR EMPLOYER


         In the event of the dissolution, merger, consolidation or
         reorganization of the Employer, the successor organization may, upon
         satisfying the provisions of the Agreement and the Plan, adopt and
         continue this Plan. Upon adoption, the successor organization shall be
         deemed the Employer with all its powers, duties and responsibilities
         and shall assume all Plan liabilities.


13.7     RETURN OF EMPLOYER CONTRIBUTIONS


         Any other provision of the Plan or Agreement to the contrary
         notwithstanding, upon the Employer's request and with the consent of
         the Trustees, a contribution to the Plan by the Employer which was (a)
         made by mistake of fact, or (b) conditioned upon initial qualification
         of the Plan with the Internal Revenue Service, or (c) conditioned upon
         the deductibility by the Employer of such contributions under Section
         404 of the Code, shall be returned to the Employer within one (1) year
         after: (i) the payment of a contribution made by mistake of fact, or
         (ii) the denial of such qualification or (iii) the disallowance of the
         deduction (to the extent disallowed), as the case may be.


         Any such return shall not exceed the lesser of (A) the amount of such
         contributions (or, if applicable, the amount of such contribution with
         respect to which a deduction is denied or disallowed) or (B) the amount
         of such contributions net of a proportionate share of losses incurred
         by the Plan during the period commencing on the Valuation Date as of
         which such contributions are made and ending on the Valuation Date as
         of which such contributions are returned. All such refunds shall be
         limited in amount, circumstances and timing to the provisions of
         Section 403(c) of ERISA.


13.8     ADOPTION OF PLAN BY AFFILIATED EMPLOYER


         An Affiliated Employer of the Sponsoring Employer may adopt the Plan
         and Agreement upon satisfying the requirements set forth in the
         Agreement. Upon such adoption, such Affiliated Employer shall become a
         Participating Affiliate in the Plan, which Plan shall be deemed a
         "single plan" within the meaning of Income Tax Regulations Section
         1.414(l)-1(b)(1).

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                                                                 ARTICLE XIII -
                                                       TOP-HEAVY PLAN PROVISIONS
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         For purposes of Article IX, Employer shall mean only the Sponsoring
         Employer and each Participating Affiliate shall be deemed to accept and
         designate the Named Fiduciaries, Committee, Plan Administrator, Trustee
         Administrator and voter of Units designated by the Sponsoring Employer
         to act on its behalf in accordance with the provisions of the Plan and
         Agreement.


         The Sponsoring Employer shall solely exercise for and on behalf of such
         Participating Affiliate the powers reserved to the Employer under
         Articles IX and XI. However, such Participating Affiliate may at
         anytime terminate its future participation in the Plan for the purposes
         and in the manner set forth in the Agreement.


13.9     CONSTRUCTION OF LANGUAGE


         Wherever appropriate in the Plan, words used in the singular may be
         read in the plural; words used in the plural may be read in the
         singular; and words importing the masculine gender shall be deemed
         equally to refer to the female gender. Any reference to a section
         number shall refer to a section of this Plan, unless otherwise
         indicated.


13.10    HEADINGS


         The headings of articles and sections are included solely for
         convenience of reference, and if there be any conflict between such
         headings and the text of the Plan, the text shall control.


13.11    GOVERNING LAW


         The Plan shall be governed by and construed and enforced in accordance
         with the laws of the State of New York, except to the extent that such
         laws are preempted by the Federal laws of the United States of America.

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