Exhibit 10(a)(4)

                            MCB FINANCIAL CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN

                           Effective: January 1, 1999

                                Table of Contents
                                                                            Page
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ARTICLE I - PURPOSE                                                            1
     1.1   Exclusive Benefit                                                   1
     1.2   No Rights of Employment Granted                                     1

ARTICLE II - DEFINITIONS
     2.1   Accrued Benefit                                                     2
     2.2   Administrative Committee                                            2
     2.3   Affiliated Employer                                                 2
     2.4   Beneficiary                                                         2
     2.5   Board                                                               3
     2.6   Cash-Out                                                            3
     2.7   Code                                                                3
     2.8   Compensation                                                        3
     2.9   Employee                                                            4
     2.10  Employer                                                            4
     2.11  Employer Account                                                    4
     2.12  ERISA                                                               4
     2.13  Exempt Loan                                                         4
     2.14  Fair Market Value                                                   5
     2.15  Family Member                                                       5
     2.16  Forfeiture                                                          5
     2.17  Highly Compensated Employee                                         5
     2.18  Hour of Service                                                     7
     2.19  Leave of Absence                                                    8
     2.20  Net Profits                                                         8
     2.21  Normal Retirement Age                                               9
     2.22  One Year Break in Service                                           9
     2.23  Participant                                                        10
     2.24  Plan                                                               10
     2.25  Plan Administrator                                                 10
     2.27  Qualified Election Period                                          10
     2.28  Qualified Participant                                              10
     2.29  Qualifying Employer Security                                       11
     2.30  Retirement                                                         11
     2.31  Service                                                            11
     2.32  Termination Date                                                   12
     2.33  Total and Permanent Disability                                     12
     2.34  Total Service for Vesting                                          13
<PAGE>
     2.35  Trust                                                              13
     2.36  Trust Fund                                                         13
     2.37  Unallocated Stock Account                                          13
     2.38  Year of Service for Accrual of Benefits                            13
     2.39  Year of Service for Participation                                  13
     2.40  Year of Service for Vesting                                        14

ARTICLE III - ELIGIBILITY TO PARTICIPATE                                      14
     3.1   Initial Entry                                                      14
     3.2   Resumption of Participation                                        14

ARTICLE IV - CONTRIBUTIONS TO THE TRUST                                       15
     4.1   Amount of Contributions to Participants                            15
     4.2   Manner of Allocation                                               16
     4.3   Permissible Types of Employer Contributions                        17
     4.4   Interim Allocation to Unallocated Stock Account                    17
     4.5   General Accounting                                                 18
     4.6   Additional Provisions                                              18

ARTICLE V - ADMINISTRATION OF ACCOUNTS                                        18
     5.1   Investments                                                        18
     5.2   Invest in Single Fund and Reasonable Rules                         19
     5.3   Valuation of Assets and Allocation of Changes                      19
     5.4   Limitations on Allocations to Each Participant                     20
           (a) Defined Contribution Plan Limitations                          20
           (b) Defined Benefit Plan Limitations                               21
           (c) Social Security Retirement Age Limitations                     22
           (d) Combination Defined Benefit and Defined
                 Contribution Plan Limitations                                23
           (e) Allocation Limitation - More Than One
                 Defined Contribution Plan                                    24
     5.5   Designation of Beneficiary                                         26
     5.6   Participant Voting and Exercise of Stock Rights                    26

ARTICLE VI - VESTING                                                          27
     6.1   Employer Account Vesting on Death, Retirement,
             or Total Permanent Disability                                    27
     6.2   Employer Account Vesting on Termination                            28
     6.3   Restoration of Forfeitures                                         28

ARTICLE VII - DISTRIBUTION OF BENEFITS                                        29
     7.1   Method of Distribution of Accounts                                 29
     7.2   Time of Distribution                                               30
     7.3   Segregation if Installment Distribution                            33
     7.4   Non-segregation if Installment Distribution                        33
     7.5   Distribution After Death of Participant                            33
     7.6   Distribution After Death of Beneficiary                            34
     7.7   Rollover Contributions and Distributions                           34
<PAGE>
     7.8   Suspense Account for Terminated Participants                       35
     7.9   Unable to Locate Participant or Beneficiary                        36
     7.10  Repayment of Cash-Out                                              37
     7.11  Options of Participants to Sell Stock                              37
     7.12  Right of First Refusal                                             39
     7.13  Distribution of Dividends                                          39
     7.14  Diversification of Investments                                     40
     7.15  Qualified Domestic Relations Orders                                41

ARTICLE VIII - DUTIES AND AUTHORITY OF TRUSTEE                                41
     8.1   Receive Payments                                                   41
     8.2   Evaluate Assets                                                    42
     8.3   Segregation of Accounts                                            42
     8.4   Tax Returns and Reports                                            42
     8.5   Powers                                                             42
     8.6   Expenses                                                           45
     8.7   Litigation                                                         45
     8.8   Written Instructions                                               46
     8.9   Appointment of Investment Manager                                  46
     8.10  Removal and Resignation of the Trustee                             46
     8.11  Loans from Disqualified Persons                                    46

ARTICLE IX - DUTIES AND AUTHORITY OF TRUSTEE OF
     ADMINISTRATIVE COMMITTEE                                                 48
     9.1   Appointment                                                        48
     9.2   No Discrimination                                                  49
     9.3   Majority Action                                                    49
     9.4   Powers                                                             49
     9.5   Filing Reports                                                     50
     9.6   Records and Information                                            50
     9.7   Information to Participants                                        50
     9.8   Compensation of Members                                            50
     9.9   Review of Participant's Claims                                     51
     9.10  Exercise of Stock Rights                                           51

ARTICLE X - MODIFICATIONS FOR TOP HEAVY PLANS                                 52
     10.1  Application of Article                                             52
     10.2  Definitions                                                        52
           (a) Top Heavy Plans                                                52
           (b) Top Heavy Group                                                52
           (c) Key Employee                                                   53
           (d) Amounts Included for Computation Purposes                      54
           (e) Non-Key Employee                                               54
           (f) Top Heavy Accrual                                              55
     10.3  Accelerated Vesting                                                55
     10.4  Minimum Contributions                                              56
     10.5  Limitation on Compensation Taken into Account Under Plan           57
     10.6  Modification of Defined Benefit and Defined Contribution
             Plan Fraction                                                    57
<PAGE>
ARTICLE XI - AMENDMENT AND TERMINATION                                        58
     11.1  Rights to Suspend or Terminate Plan                                58
     11.2  Successor Corporation                                              58
     11.3  Amendment                                                          58
     11.4  One Hundred Percent (100%) Vesting on Termination of Plan          59
     11.5  Plan Merger or Consolidation                                       59

ARTICLE XII - MISCELLANEOUS                                                   59
     12.1  Laws of California to Apply                                        59
     12.2  Participant Cannot Transfer or Assign Benefits                     60
     12.3  Right to Perform Alternative Acts                                  60
     12.4  Reversion of Contributions Under Certain Circumstances             60
     12.5  Plan Administrator Agent for Service of Process                    61
     12.6  Filing Tax Returns and Reports                                     61
     12.7  Indemnification                                                    61
     12.8  Number and Gender                                                  62
     12.9  Military Service                                                   62

ARTICLE XIII - EXEMPT LOANS                                                   63
     13.1  Use of Proceeds                                                    63
     13.2  Interest Rate                                                      63
     13.3  Non-recourse                                                       63
     13.4  Limitations on Payment                                             64
     13.5  Forfeiture of Qualifying Employer Securities                       64
     13.6  Limitation on Future Obligation                                    64

ARTICLE XIV - LIMITATIONS ON MATCHING CONTRIBUTIONS                           65
     14.1  Percentage Limitation on Matching Contributions                    65
     14.2  Basic Limitation                                                   67
     14.3  Alternative Limitation                                             67
     14.4  Multiple Use Limitation                                            68
     14.5  Correction of Average Contribution Percentage Test                 69
     14.6  Calculation of Income                                              69
     14.7  Deadline for Distribution                                          70
     14.8  Treatment as Annual Additions                                      70
     14.9  Compliance with Treasury Regulations                               70
<PAGE>
                            MCB FINANCIAL CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN

This Stock Bonus Employee Stock  Ownership  Plan and Trust  Agreement  (Plan) is
made by and between MCB Financial Corporation a California  corporation,  having
its  principal  place of business at 1248 Fifth Avenue,  San Rafael,  California
94901, herein called "Employer" and Charles 0. Hall, Timothy J. Jorstad and Gary
T. Ragghianti, herein called "Trustees."

Whereas,  Employer desires to establish and maintain an employee stock ownership
plan  for the  benefit  of its  Employees  who  shall  qualify  as  participants
(Participants) hereunder;

Therefore,  effective January 1, 1999,  Employer hereby  establishes an employee
stock  ownership  plan and  creates a related  trust  (Trust) for the purpose of
carrying out such Plan and Trust on the following terms:

                               ARTICLE I - PURPOSE

1.1 Exclusive Benefit.

This  Plan has been  executed  for the  exclusive  benefit  of the  Participants
hereunder and their  Beneficiaries.  This Plan shall be  interpreted in a manner
consistent  with this intent and with the  intention of the  Employer  that this
Plan and its related Trust satisfy  Internal Revenue Code (Code) Section 401 and
Code  Section  501.  This  Plan is  created  for the sole  purpose  of  enabling
employees  of the  Employer  to share in its  growth.  This  Plan and  Trust are
intended to constitute a stock bonus employee stock ownership  plan,  within the
meaning of Code  Section  4975(e)(7),  which will invest  primarily  in Employer
stock. Under no circumstances  shall the Trust Fund ever revert to or be used or
enjoyed by the Employer,  except as provided in the  Reversion of  Contributions
Under Certain Circumstances section below.

1.2 No Rights of Employment Granted.

The  establishment  of this Plan shall not be  considered as giving any employee
the right to be retained in the service of the Employer.

                            ARTICLE II - DEFINITIONS

The  following  capitalized  words  and  phrases  as used in this Plan and Trust
Document shall have the meanings set forth below.

2.1 Accrued Benefit.

The  "Accrued  Benefit"  is the amount  credited  to the  Employer  Account of a
Participant.

2.2 Administrative Committee.

The "Administrative  Committee" or "Committee" shall refer to the Administrative
Committee,  as defined in the Duties and Authority of  Administrative  Committee
Article, below.

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2.3 Affiliated Employer.

"Affiliated  Employer"  shall mean the Employer and any  corporation  which is a
member of a controlled group of corporations (as defined in Code Section 414(b))
which includes the Employer; any trade or business (whether or not incorporated)
which is under  common  control (as  defined in Code  Section  414(c))  with the
Employer;  an organization (whether or not incorporated) which is a member of an
affiliated  service group (as defined in Code Section 414(m)) which includes the
Employer;  and any other  entity  required to be  aggregated  with the  Employer
pursuant to regulations under Code Section 414(o).

2.4 Beneficiary.

A "Beneficiary" is any person, estate or trust who by operation of law, or under
the terms of the Plan, or otherwise,  is entitled to receive any Accrued Benefit
of a Participant  under the Plan. A "Designated  Beneficiary"  is any individual
designated  or  determined in accordance  with the  Designation  of  Beneficiary
section  below,  except  that it shall not  include  any  person  who  becomes a
Beneficiary by virtue of the laws of inheritance or intestate succession.

2.5 Board.

"Board" or "Board of Directors"  shall mean the governing board of MCB Financial
Corporation.

2.6 Cash-Out.

A "Cash-Out" may be involuntary or voluntary.

An  involuntary  Cash-Out  is a  distribution  of  Accrued  Benefit  to a former
Participant which meets the following requirements: (i) the former Participant's
entire  non-forfeitable  Accrued Benefit is distributed to him; (ii) the present
value of the  non-forfeitable  Accrued Benefit of the Participant at the time of
distribution  does not exceed Five  Thousand  Dollars  ($5,000),  regardless  of
whether it had exceed Five  Thousand  Dollars  ($5,000) at any time in the past,
and (iii) the  distribution is made on account of the Employee's  termination of
participation in the Plan.

A  voluntary  Cash-Out  is a  distribution  of  Accrued  Benefits  to  a  former
Participant which meets the following  requirements:  (i) the former Participant
has voluntarily  elected to receive the distribution;  and (ii) the distribution
is made on account of the Employee's termination of participation in the Plan.

2.7 Code.

"Code" refers to the Internal Revenue Code of 1986, as amended.

2.8 Compensation.

"Compensation"  refers to all  Compensation  paid  during  the Plan  Year  under
consideration as W-2 income by the Employer to an Employee, excluding director's
fees and amounts deferred  pursuant to Code Section  401(k)(2),  or Code Section
403(b),  or contributed to any welfare benefit plans  maintained by the Employer
through a  reduction  in the  Employee's  compensation  which,  pursuant to Code
Section  125,  are not  included  in the gross  income of the  Employee  for the
taxable   year  in  which  such  amounts  are   contributed.   It  excludes  all
contributions  by the  Employer  to the  Plan  and to any  other  retirement  or
deferred  compensation  plan maintained by the Employer and excludes  amounts in

                                       2
<PAGE>
excess of One Hundred Fifty  Thousand  Dollars  ($150,000)  for the Plan Year or
such other amount as may be prescribed  by law in  accordance  with Code Section
401(a)(17).

2.9 Employee.

An "Employee"  is an  individual  who is employed by the Employer or who is on a
Leave of Absence,  and shall include leased Employees within the meaning of Code
Section  414(n)(2).  Directors  acting solely in that  capacity and  independent
contractors shall not be Employees.

2.10 Employer.

The "Employer" shall mean MCB Financial  Corporation and any Affiliated Employer
to which the Board elects to extend  coverage under this Plan and Trust pursuant
to resolutions of the Board.

2.11 Employer Account.

The "Employer  Account" is the separate account  maintained for each Participant
to which all Employer  contributions shall be allocated and to which Forfeitures
shall be reallocated. If necessary or appropriate, the Employer Account shall be
further  segregated  into  subaccounts  for  Employer  basic  contributions  and
Employer matching contributions.

2.12 ERISA.

"ERISA"  refers to the  Employee  Retirement  Income  Security  Act of 1974,  as
amended.

2.13 Exempt Loan.

"Exempt Loan" shall mean a loan to the Plan by a disqualified person (as defined
in Code  Section  4975(e)(2))  or a loan to the Plan  which is  guaranteed  by a
disqualified  person. Such loan includes a direct loan of cash, a purchase-money
transaction,  and an assumption of the  obligation by the Plan.  The Exempt Loan
must satisfy the provisions of Treasury Regulation Section 54.4975-7(b).

2.14 Fair Market Value.

"Fair  Market  Value"  shall mean the closing  price (or, if there is no closing
price, then the closing bid price) of Qualifying Employer Securities as reported
on the Composite Tape, or if not reported  thereon,  then such price as reported
in the trading reports of the principal securities exchange in the United States
on which such Qualifying  Employer  Securities are listed,  or if the Qualifying
Employer  Securities  are not  listed on a  securities  exchange  in the  United
States,  the mean  between  the  dealer  closing  "bid" and "ask"  prices on the
over-the-counter  market as reported by the National  Association  of Securities
Dealers Automated Quotation System (NASDAQ),  or NASDAQ's  successor,  or if not
reported on NASDAQ, the Fair Market Value of the Qualifying  Employer Securities
as determined by a qualified  independent appraiser meeting requirements similar
to those  contained in Treasury  regulations  under Code Section  170(a)(1)  and
Department of Labor Regulations under ERISA Section 3(18).

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<PAGE>
2.15 Family Member.

A "Family Member" includes the spouse,  lineal ascendants and descendants of the
Employee  or former  Employee  and the  spouses of such  lineal  ascendants  and
descendants.

2.16 Forfeiture.

"Forfeiture"   refers  to  the  amount  of  non-vested  Accrued  Benefits  in  a
Participant's Employer Account which are reallocated to the Employer Accounts of
other Participants.

2.17 Highly Compensated Employee.

A "Highly Compensated Employee" means a highly compensated active Employee and a
highly compensated former Employee.

A highly  compensated  active  Employee for a  determination  year  includes any
Employee who performs service for the Employer during the determination year and
who: (i) was a five percent (5%) owner (as defined in Code Section 416(i)(1)) of
the Employer at any time during the determination year or the look-back year, or
(ii) for the  look-back  year had  compensation  from the  Employer in excess of
Eighty Thousand Dollars  ($80,000) (as adjusted pursuant to Code Section 415(d))
and, if the Employer  elects for such look-back  year, was in the top-paid group
of Employees for the look-back year.

An Employee is in the top-paid  group of Employees for any year if such Employee
is in the group consisting of the top twenty percent (20%) of the Employees when
ranked on the basis of compensation (as defined in Code Section  414(q)(4)) paid
during such year.  For  purposes of  determining  the number of Employees in the
top-paid group,  the following  Employees  shall be excluded:  (i) Employees who
have not completed six (6) months of service;  (ii)  Employees who normally work
less than  seventeen  and one-half  (17.5) hours per week;  (iii)  Employees who
normally work during not more than six (6) months during any year; (iv)Employees
who have not attained age twenty-one (21); and (v) except to the extent provided
in Treasury  Regulations,  Employees  who are  included  in a unit of  Employees
covered by an  agreement  which the  Secretary of Labor finds to be a collective
bargaining agreement between employee representatives and the Employer.

For this  purpose,  the  determination  year  shall be the Plan Year  unless the
Employer  elects a calendar  year.  The look-back  year shall be the twelve (12)
month period immediately preceding the determination year, or, if elected by the
Employer,  the calendar year ending with or within the applicable  determination
year (or, in the case of a  determination  year that is shorter than twelve (12)
months,  the  calendar  year ending with or within the twelve (12) month  period
ending with the end of the applicable  determination  year), or, if elected, the
calendar year immediately preceding the calendar year determination year.

A highly  compensated  former Employee for a Plan Year includes any Employee who
separated  from  service  (or was deemed to have  separated)  prior to such Plan
Year,  performs no services  for the Employer  during such Plan Year,  and was a
highly  compensated  active  Employee  for either the Plan Year during which the
separation  occurred (or was deemed to have occurred) or any Plan Year ending on
or after the Employee's fifty-fifth (55th) birthday.

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<PAGE>
The  determination  of who  is a  Highly  Compensated  Employee,  including  the
determinations of the number and identity of Employees in the top-paid group and
the  compensation  that is  considered,  will be made in  accordance  with  Code
Section 414(q) and the regulations promulgated thereunder.

2.18 Hour of Service.

"Hour of Service" means:

          (a) Each  hour  for  which  an  Employee  is  directly  or  indirectly
     compensated  or  entitled  to  Compensation   from  the  Employer  for  the
     performance of duties during the applicable computation period;

          (b) Each  hour  for  which  an  Employee  is  directly  or  indirectly
     compensated or entitled to Compensation from the  Employer(irrespective  of
     whether the employment  relationship has terminated) for reasons other than
     performance of duties (such as vacation,  holidays,  sickness,  disability,
     lay-off,   military  duty  or  leave  of  absence)  during  the  applicable
     computation period; and

          (c) Each  hour for  which  back pay is  awarded  or  agreed  to by the
     Employer, without regard to mitigation of damages.

Hours of Service  will be  credited  for  employment  with  other  members of an
affiliated  service  group (under Code Section  414(m)),  a controlled  group of
corporations  (under Code Section  414(b)),  or a group of trades or  businesses
under  common  control  (under Code  Section  414(c)) of which the Employer is a
member or any other entity required to be aggregated with the Employer  pursuant
to regulations under Code Section 414(o).

Hours of Service will also be credited for any individual considered an Employee
for purposes of this Plan under Code Section 414(n).

Notwithstanding  subparagraph  (b) above,  no more than five  hundred  one (501)
Hours of Service  are  required  to be credited to an Employee on account of any
single  continuous  period during which the Employee performs no duties (whether
or not such period occurs in a single computation period), and an hour for which
an Employee is directly or indirectly  paid, or entitled to payment,  on account
of a period  during which no duties are performed is not required to be credited
to the  Employee if such payment is made or due under a Plan  maintained  by the
Employer  solely  for  the  purpose  of  complying  with   applicable   worker's
compensation,   unemployment  compensation  or  disability  insurance  laws.  In
addition,  Hours of Service  are not  required to be  credited  hereunder  for a
payment  which solely  reimburses  an Employee for medical or medically  related
expenses incurred by the Employee. The provisions of Sections 2530.200b-2(b) and
(c) of the Department of Labor Regulations are incorporated herein by reference.

For purposes of this Hour of Service  section,  a payment  shall be deemed to be
made by or due from the Employer  regardless  of whether such payment is made by
or due from the Employer directly or indirectly through a trust, fund or insurer
to which the Employer contributes or pays premiums.

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<PAGE>
2.19 Leave of Absence.

A "Leave of Absence" shall refer to that period during which the Participant is
absent without Compensation and for which the Administrative  Committee,  in its
sole  discretion,  has determined  him to be on a "Leave of Absence"  instead of
having   terminated   his   employment.   (However,   such   discretion  of  the
Administrative  Committee shall be exercised in a nondiscriminatory  manner.) In
all events,  a Leave of Absence by reason of service in the armed  forces of the
United  States  shall  end no  later  than  the  time at  which a  Participant's
reemployment rights as a member of the armed forces cease to be protected by law
and a Leave of  Absence  for any other  reason  shall end after six (6)  months,
except  that if the  Participant  resumes  employment  with the  Employer  prior
thereto,  the  Leave  of  Absence  shall  end on  such  date  of  resumption  of
employment.  The date  that the  Leave  of  Absence  ends  shall be  deemed  the
Termination  Date  if the  Participant  does  not  resume  employment  with  the
Employer.  In  determining  a Year of Service for Accrual of Benefits,  all such
Leaves of Absence  shall be  considered  to be periods  when the  Employee  is a
Participant.

2.20 Net Profits.

The "Net  Profits" mean the  Employer's  Net Profits for the taxable year of the
Employer  (coinciding  with or within which the plan year ends) as calculated at
the  end  of the  taxable  year,  in  accordance  with  the  Employer's  regular
accounting  practices,  before  state  and  federal  income  taxes  and  without
reduction by reason of the Employer's contributions under the Plan and any other
Plan  maintained  by the  Employer  and  described  in Code  Section 401 (a) and
Section 403 (a).

The "Net Profits" shall also mean the Employer's accumulated Net Profits for all
years prior to the taxable  year of the  Employer,  described  in the  preceding
paragraph of this section.  Such  accumulated Net Profits shall be calculated in
accordance with the Employer's  regular accounting  practices,  before state and
federal  income taxes which would be refunded (as a result of  contributions  to
the Plan), without reduction by reason of the Employer's contributions, made for
the  current  Plan  Year,  under the Plan and any other Plan  maintained  by the
Employer and described in Code Section 401 (a) or Section 403(a).

2.21 Normal Retirement Age.

The "Normal  Retirement  Age" is attained on or next following the later of: (a)
the date a  Participant  attains  age  sixty-five  (65);  or (b) the fifth (5th)
anniversary of the Participant's becoming a Participant in the Plan.

2.22 One Year Break in Service.

A "One Year Break in Service" means a Plan Year in which the Participant has not
completed more than five hundred (500) Hours of Service.

However, in determining a One Year Break in Service for a Plan Year in which, or
following which, a maternity or paternity absence (as defined below) occurs, the
following  shall  apply:  the Hours of Service  which  normally  would have been
credited  but for the  maternity  or  paternity  absence  (or eight (8) Hours of
Service per day if the Administrative Committee is unable to determine the Hours
of Service which  normally  would have been  credited)  shall be credited to the
Plan Year in which such absence  begins,  if the Employee would incur a One Year
Break in Service if the hours were not so credited; in all other cases the Hours
of Service  shall be credited  to the  following  Plan Year.  The total Hours of
Service  credited  under a maternity or paternity  absence shall not exceed five
hundred one (501) hours. A "maternity or paternity  absence" is one in which the
Employee is absent from work because of: (i) the pregnancy of the Employee, (ii)
the birth of a child of the  Employee,  (iii) the  placement of a child with the
Employee in connection with the adoption of such child by the Employee,  or (iv)
the caring for such child immediately following such birth or placement.

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<PAGE>
As a condition of an Employee being  credited with Hours of Service  pursuant to
this  paragraph,  the  Administrative  Committee  can require  that the Employee
timely furnish such information as is reasonably necessary to establish that the
absence  from work was for a cause  stated  in  subparagraphs  (i)-(iv)  and the
number of days attributable to such cause.

2.23 Participant.

A "Participant" shall refer to every Employee or former Employee who has met the
applicable participation requirements of Article III.

2.24 Plan.

"Plan"  refers to this  Stock  Bonus  Employee  Stock  Ownership  Plan and Trust
Agreement,  which shall be known as the MCB Financial Corporation Employee Stock
Ownership Plan.

2.25 Plan Administrator.

The "Plan Administrator"  shall be the Administrative  Committee designated in a
resolution adopted by the Board of Directors,  pursuant to Article IX, who shall
accept the designation in writing.

2.26 Plan Year.

A "Plan  Year" is the  period  from the first day of  January to the last day of
December, annually.

2.27 Qualified Election Period.

"Qualified  Election  Period"  shall  mean  the  period  of six (6)  Plan  Years
beginning  with the later of (i) the Plan Year  after the Plan Year in which the
Participant  attains age fifty-five  (55); or, (ii) the Plan Year after the Plan
Year in which the Participant first becomes a Qualified Participant.

2.28 Qualified Participant.

"Qualified Participant" shall mean a Participant who has attained age fifty-five
(55) and who has completed at least ten (10) years of participation in the Plan.

2.29 Qualifying Employer Security.

"Qualifying  Employer  Security"  shall mean Common Stock of the Employer  which
meets the requirements of Code Section 409(1).

2.30 Retirement.

"Retirement"  refers to the  termination  of  employment  of an Employee who has
attained at least the Normal Retirement Age. The Employee may work beyond Normal
Retirement  Age, in which case  Employer  contributions  and  Forfeitures  shall
continue to be allocated to the Employer Account of the Employee.

                                       7
<PAGE>
2.31 Service.

"Service" means:

          (a) The period  (measured  in years and days) for which an Employee is
     directly or indirectly  compensated  or entitled to  Compensation  from the
     Employer for the  performance of duties during the  applicable  computation
     period;

          (b) The  period  for  which an  Employee  is  directly  or  indirectly
     compensated or entitled to Compensation from the Employer  (irrespective of
     whether the employment  relationship has terminated) for reasons other than
     performance of duties (such as vacation,  holidays,  sickness,  disability,
     lay-off,   military  duty  or  leave  of  absence)  during  the  applicable
     computation period; and

          (c) Each  period  after the  effective  date of this Plan for which an
     Employee  was  directly  or  indirectly  paid or entitled to be paid by the
     Employer.

Service  will be credited for  employment  with other  members of an  affiliated
service group (under Code Section  414(m)),  a controlled  group of corporations
(under Code Section  414(b)),  or a group of trades or  businesses  under common
control  (under Code  Section  414(c)) of which the  Employer is a member or any
other entity required to be aggregated with the Employer pursuant to regulations
under Code Section 414(o) for the period of such  affiliation or common control.
Service  with a  predecessor  employer,  however,  will  not be  recognized  for
purposes of eligibility, vesting or benefit accrual unless specifically required
by the Code or ERISA or unless the Plan is  amended by the Board to provide  for
such recognition.

Notwithstanding  subparagraph  (b),  above,  no more than five hundred one (501)
Hours of Service is  required  to be  credited  to an Employee on account of any
single  continuous  period during which the Employee performs no duties (whether
or not such  period  occurs in a single  computation  period),  and for which an
Employee is directly or indirectly paid, or entitled to payment, if such payment
is made or due under a plan maintained by the Employer solely for the purpose of
complying with applicable worker's  compensation,  unemployment  compensation or
disability insurance laws. The provisions of Sections  2530.200b-2(b) and (c) of
the Department of Labor Regulations are incorporated herein by reference.

2.32 Termination Date.

The "Termination  Date" shall be the date on which the earliest of the following
events occurs:

     (a)  A Participant's Retirement,

     (b)  A  Participant's  termination  of  employment as a result of total and
          permanent disability;

     (c)  A Participant's death, or

     (d)  A Participant's termination of employment for any other reason.

                                       8
<PAGE>
2.33 Total and Permanent Disability.

"Total and Permanent Disability" shall refer to the Participant suffering from a
physical or mental condition which,  based upon appropriate  medical reports and
examinations,  results  in the  inability  to perform  his usual  duties for the
Employer  resulting  in  termination  of service  with the  Employer,  and which
qualifies as Total and Permanent  Disability  under the federal Social  Security
Act.

2.34 Total Service for Vesting.

"Total  Service for Vesting" shall mean the sum of each separate Year of Service
for Vesting credited to the Participant;  however,  if the Participant incurs at
least five (5) consecutive One Year Breaks in Service,  his Years of Service for
Vesting  rendered after such break in service shall only be counted for purposes
of determining his vested benefits accruing after such break in service, not for
determining his -vested benefits accruing before such break.

2.35 Trust.

"Trust" means the Trust created under this  Employee  Stock  Ownership  Plan and
Trust Agreement.

2.36 Trust Fund.

The "Trust Fund" consists of the Employer contributions held by the Plan and any
income or appreciation thereon.

2.37 Unallocated Stock Account.

The Account  used to hold  Qualifying  Employer  Securities  acquired  with loan
proceeds pursuant to the "Loans from Disqualified Persons" section below.

2.38 Year of Service for Accrual of Benefits.

A "Year of Service for Accrual of  Benefits"  means a Plan Year during which the
Employee  had  not  less  than  one  thousand  (1,000)  Hours  of  Service  as a
Participant.  If the Participant  entered the Plan other than on the first (1st)
day of the Plan Year, all Hours of Service  rendered by the  Participant  during
that Plan Year, whether or not rendered as a Participant, shall be treated as if
they were Hours of Service as a Participant.

2.39 Year of Service for Participation.

A "Year of Service for  Participation"  means the Plan Year which  includes  the
Employees date of hire provided the Employee was credited with not less than one
thousand  (1,000)  Hours of Service  during such Plan Year. If the Employee does
not have one  thousand  (1,000)  Hours of Service for such Plan Year,  a Year of
Service for Participation  shall be the earliest Plan Year in which the Employee
is credited with one thousand (1,000) Hours of Service.

                                       9
<PAGE>
In  case  the  Employee   completes  at  least  one  (1)  Year  of  Service  for
Participation  and  then has at least a One  Year  Break in  Service,  a Year of
Service for  Participation  following  such break in service  shall begin on the
first day  following  the One Year  Break in  Service  on which  his  employment
resumes.  If the Employee does not perform one thousand (1,000) Hours of Service
during  the  Plan  Year  which   includes  such  day,  a  Year  of  Service  for
Participation  shall be the  earliest  Plan Year in which the  Employee  has one
thousand (1,000) Hours of Service.

2.40 Year of Service for Vesting.

A "Year of Service for Vesting" shall mean a Plan Year, after the effective date
of this Plan,  during which the Employee had not less than one thousand  (1,000)
Hours of Service after attaining age eighteen (18).

                    ARTICLE III - ELIGIBILITY TO PARTICIPATE

3.1 Initial Entry.

Every Employee who has attained the age of twenty-one (21) and completed one (1)
Year of Service for  Participation  shall  participate  in the Plan on the first
(1st) day of the Plan Year in which such  eligibility  requirements are met. All
Participants shall be required to furnish such information to the Administrative
Committee  as it may  reasonably  request for the proper  administration  of the
Plan.  Service  with  a  predecessor   employer  shall  not  be  recognized  for
eligibility or determining an Employee's Plan entry date.

3.2 Resumption of Participation.

A Participant  who is reemployed by the Employer  without having  incurred a One
Year Break in Service  shall be a  Participant  as of the first (1st) day of the
month following the date of his  reemployment.  If an Employee incurs at least a
One  Year  Break in  Service,  his  active  participation  in the Plan  shall be
suspended until he completes a Year of Service for Participation  following such
One Year Break in Service.

Upon completing a Year of Service for Participation after such One Year Break in
Service, measured from his re-employment commencement date, the Participant will
be  readmitted  to active  participation  in the Plan as of the first day of the
Plan  Year  in  which  the  Participant  completes  such  Year  of  Service  for
Participation.

The Committee may adjust the above service  requirement,  as necessary,  to make
the  Plan  available  to a  newly-acquired  Employee  group,  provided  that the
adjustment (1) is not more restrictive than the above requirement,  and (2) does
not discriminate in favor of Highly Compensated Employees.

                     ARTICLE IV - CONTRIBUTIONS TO THE TRUST

4.1 Amount of Contributions to Participants.

Subject to the rights of the Employer  under Article XI, and the  limitations of
Article  XIV  on  Employer  matching   contributions,   the  Employer  may  make
discretionary  contributions  to the Trust  beginning  with the first  Plan Year
ending  on or  after  the  effective  date  of  the  Plan.  The  amount  of  all
contributions  shall be discretionary with the Employer and shall be paid to the
Trustee on or before the time required by law for filing the Employer's  federal
income tax return (including  extensions) for the year with respect to which the
contribution is made. However, no Employer contributions may be made in any Plan
Year to the extent that they would be directly allocated to the suspense account
created  pursuant to the Limitation on Allocations to Each  Participant  section

                                       10
<PAGE>
below, or the maximum amount  deductible  from  Employer's  income for such year
under Code  section  404(a)(3)  or  404(a)(9)  would be  exceeded,  whichever is
applicable,  unless such excess contribution is necessary to make payments on an
Exempt Loan.  Notwithstanding any other provision contained herein, the Employer
shall  make a  contribution  each  year in an amount  not less  than the  amount
required to make any payment due during such year under any Exempt Loan.

Discretionary Employer contributions shall include:

          (a)  Discretionary  basic  contributions in an amount decided upon and
     fixed (in dollar  amount or by  formula) by  Employer  and  declared to all
     Participants,

          (b) Discretionary matching contributions in an amount decided upon and
     fixed (in dollar  amount or by  formula) by  Employer  and  declared to all
     Participants  who are  making  elective  contributions  under  any  cash or
     deferred  arrangement (within the meaning of Code section 401(k)) sponsored
     by the employer, and

          (c) Such other discretionary  contributions as the Employer shall deem
     necessary to comply with the Contribution  Percentage  requirements of Code
     section  401(m)(2)  for a Plan Year.  The Employer may designate all or any
     part of a  discretionary  contribution  as a  contribution  to the matching
     contribution portion of the Plan that shall be used for Code section 401(m)
     purposes. Any discretionary  contributions  designated as a contribution to
     the  matching   contribution   portion  of  the  Plan  shall   satisfy  the
     requirements for qualified  nonelective  contributions  treated as matching
     contributions under Code section 401(m)(4)(C).  Such contributions shall be
     allocated  as of the last day of that Plan Year to any or all  Participants
     on that date, other than Participants who are Highly Compensated Employees,
     in  accordance  with the average of their  respective  Actual  Contribution
     Percentage for that Plan Year.

4.2 Manner of Allocation.

          (a) All discretionary basic contributions by the Employer for any Plan
     Year,  reduced by Forfeitures,  of such  contributions  if any, during such
     year,  shall be  allocated  as of the last day of such year to the Employer
     Account of each individual Participant,  who is an Employee on the last day
     of such Plan Year,  and who has a Year of Service  for  Accrual of Benefits
     for the Plan  Year,  in the same  proportion  that each such  Participant's
     Compensation  for the Plan  Year  bears to the  total  Compensation  of all
     Participants for the Plan Year.  Employees who terminate  employment before
     the last day of the  Plan  Year on  account  of death or  Retirement  shall
     receive an  allocation  regardless  only if they have a Year of Service for
     Accrual of Benefits for such Plan Year.  Employees who terminate employment
     before  the last day of the Plan Year on  account  of Total  and  Permanent
     Disability  shall receive an allocation only if they have a Year of Service
     for Accrual of Benefits for such Plan Year.

          (b) All discretionary  matching  contributions by the Employer for any
     Plan Year,  reduced by Forfeitures of such  contributions,  if any,  during
     such  year,  shall be  allocated  as of the  last  day of such  year to the
     Employer Account of each individual Participant in the same proportion that
     each such Participant's  elective deferral  contributions for the Plan Year

                                       11
<PAGE>
     to the cash or deferred  arrangement  maintained by the Employer,  bears to
     the total elective deferral  contributions for the Plan Year to the cash or
     deferred   arrangement   maintained  by  the  Employer  made  by  all  such
     Participants.

          (c) If allocation of Employer contributions in accordance with section
     (a) above will result in an allocation of more than one-third  (1/3) of the
     total  contributions for a Plan Year to the accounts of Highly  Compensated
     Employees,  then  such  amounts  may be  reallocated  so  that  it  will be
     allocated to the  Participants  who are not Highly  Compensated  Employees.
     Notwithstanding  anything  to the  contrary  contained  in this  Manner  of
     Allocation  section,  no Qualifying Employer Securities may be allocated to
     the Employer  Account of any Participant who sold such Qualifying  Employer
     Securities  to the Plan,  any  person who is a member of the family of such
     person  (within the meaning of Code section  267(c)(4)),  or any person who
     owns  more  than  twenty-five  percent  (25%)  in  value  of any  class  of
     outstanding  Qualifying  Employer Securities (after the application of Code
     section 318(a)).

4.3 Permissible Types of Employer Contributions.

Payments on account of the  contributions due from the Employer for any year may
be  made  in  cash  or  in  kind,  specifically  including  Qualifying  Employer
Securities;  except  that  assets may not be  contributed  if such  contribution
violates  the  prohibited  transaction  rules  of  Code  Section  4975,  or  the
corresponding rules under ERISA Section 406, if applicable.

4.4 Interim Allocation to Unallocated Stock Account.

Qualifying  Employer  Securities  purchased  with an Exempt Loan when  initially
acquired by the Trustees shall be credited to the Unallocated Stock Account. The
balance in the  Unallocated  Stock Account shall be released in accordance  with
Section  8.11  and the  Qualifying  Employer  Securities  so  released  shall be
allocated  as of the last day of each Plan  Year in  accordance  with  Manner of
Allocation section above.

4.5 General Accounting.

The Committee  shall establish  accounting  procedures for the purpose of making
the allocations to Participant's  Accounts  provided for in this Article IV. The
Committee  shall  maintain  adequate  records  of the  aggregate  cost  basis of
Qualifying Employer Securities allocated to each Participant's Employer Account.
The  Committee  shall  also  keep  separate   records  of  financed  shares  and
discretionary  contributions  (and any earnings thereon) made for the purpose of
enabling the Trust to repay any Exempt Loan.  From time to time,  the  Committee
may modify the accounting procedures for the purposes of achieving equitable and
nondiscriminatory  allocations  among the accounts of Participants in accordance
with the general concepts of the Plan, the provisions of this Article IV and the
requirements of the Code and ERISA.

4.6 Additional Provisions.

Employer  contributions  shall  not be made for any Plan Year in  amounts  which
cannot be  allocated  to  Participant's  accounts  by  reason of the  allocation
limitations  described in Article V or in amounts which are not deductible under
Code Section 404(a). Any Employer  Contributions  which are not deductible under
Code Section  404(a) may be returned to the  Employer by the Trustees  (upon the
direction of the  Employer)  within one (1) year after the  disallowance  of the
deduction or after it is determined that the deduction is not available.  In the
event that Employer  Contributions  are paid to the Trust by reason of a mistake
of fact,  such  Employer  Contributions  may be returned to the  Employer by the
Trustees  (upon the  direction  of the  Employer)  within one (1) year after the
payment to the Trust.

                                       12
<PAGE>
                     ARTICLE V - ADMINISTRATION OF ACCOUNTS

5.1 Investments.

The amounts allocated to the Employer Accounts shall be invested by the Trustees
as directed in accordance  with Article VIII,  primarily in Qualifying  Employer
Securities.

5.2 Invest in Single Fund and Reasonable Rules.

The  Trustees  may cause all  contributions  paid to it by the  Employer and the
income therefrom,  without  distinction between principal and income, to be held
and  administered  as a single fund,  and the Trustees  shall not be required to
invest  separately  any  share of any  Participant  except  as  provided  in the
Non-segregation  if Installment  Distribution  section  below.  The Trustees may
adopt  reasonable rules for the  administration  of such common fund and for the
determination of the proportionate interest of each Participant in the fund.

5.3 Valuation of Assets and Allocation of Changes.

The  assets of the Trust  Fund will be valued as of the close of the last day of
each Plan Year at their Fair  Market  Value in  accordance  with the Fair Market
Value  definition in Article II and the Employer Account of each Participant (or
Employer  Accounts if the Participant has Accrued  Benefits for service incurred
both  prior  and  subsequent  to a One Year  Break in  Service),  including  any
Employer Account held in suspense, shall be adjusted for any net appreciation or
net depreciation in the assets of the Plan and any net income or net loss of the
Trust for such year,  with each account  being  credited or charged in the ratio
that the  amount  of the  account  (as of the  close of the last day of the Plan
Year)  bears to the total (as of the close of the last day of the Plan  Year) of
all remaining  non-segregated  accounts.  For the purpose of such  adjustment of
accounts,  any contribution  made by the Employer with respect to that Plan Year
shall be considered as having been made  immediately  after such  evaluation and
adjustment.  In making the adjustments required by this section the value of any
amounts  segregated  in  accordance  with  the  Non-segregation  if  Installment
Distribution section below, shall not be considered in determining the amount of
net  appreciation,  depreciation,  gain or loss to be allocated to such account.
The amount of any net appreciation,  depreciation,  gain or loss with respect to
such cash value or  segregated  account  shall be  allocated  to the  individual
account with respect to which it arose. In addition to the evaluations  required
by the first  sentence of this section,  the Trust Fund may be evaluated at such
other  times  during  the  Plan  Year  as  the  Administrative  Committee  deems
appropriate  using the method set forth in the Fair Market Value  definition  in
Article  II.For  purposes  of all  computations  required by this  section,  the
accrual  method of  accounting  shall be used to value  the  Trust  Fund and the
assets thereof at their fair market value as of each valuation date.  Qualifying
Employer  Securities  shall be accounted for as provided in Treasury  Regulation
Section  1.402W-1(b)(20),  as amended,  or any  regulation or statute of similar
import.

5.4 Limitations on Allocations to Each Participant.

     (a) Defined Contribution Plan Limitations.

          Notwithstanding  any other  provision of this Plan the maximum  annual
     addition   for  any  Plan  Year  which  can  be  made  to  any   individual
     Participant's  Employer and Participant  accounts,  taken together,  is the
     lesser of Thirty  Thousand  Dollars  ($30,000) (or, if greater,  one-fourth
     (1/4) of the defined  benefit  dollar  limitation set forth in Code Section
     415(b)(1) as in effect for the Plan Year) or  twenty-five  percent (25%) of

                                       13
<PAGE>
     the  Participant's  Compensation.  In addition  the  increased  limitations
     provided in Code Section 415(c)(6) shall apply if appropriate. For purposes
     of Subsections  5.4(a),  (b), and (c) the annual addition is the sum of the
     following amounts  allocated to the accounts of the individual  Participant
     for the Plan  Year of the Trust  (which  shall be the  limitation  year for
     purposes of Code Section 415) under this and all other defined contribution
     type plans maintained by the Employer:

               (i) Employer contributions;

               (ii) Forfeitures (if applicable);

               (iii) Participant contributions;

               (iv)  Amounts  allocated  to an  individual  medical  account (as
               defined  in Code  Section  415(1)(2))  that is part of a  defined
               benefit plan maintained by the Employer; and

               (v) Amounts  derived  from  contributions  paid or accrued  after
               December 31, 1985, in taxable years ending after such date,  that
               are attributable to post-retirement medical benefits allocated to
               the  separate  account  of a Key  Employee  (as  defined  in Code
               Section  419A(d)(3))  under a welfare benefit fund (as defined in
               Code Section 419(e)) maintained by the Employer.

          If  Subsections  5.4(a),  (b),  and (c) limit the amount  which can be
     allocated to the Employer  Account of any  Participant for a Plan Year, the
     excess  amount which cannot be allocated for the Plan Year shall be held in
     the suspense  account to be  allocated  on the last day of each  succeeding
     Plan Year  until the funds in the  suspense  account  have been  completely
     reallocated.  No  further  Employer  contributions  may be made to the Plan
     until the suspense account has been completely reallocated. Any Participant
     contributions  which exceed the limitations of Subsections 5.4(a), (b), and
     (c) shall be returned to the Participant. No investment gains and losses or
     other income shall be allocated to the suspense account.

     (b) Defined Benefit Plan Limitations.

          As to any defined benefit plan maintained by the Employer for any Plan
     Year the annual benefit cannot exceed the lesser of:

               (i) Ninety  Thousand  Dollars  ($90,000) (or such other figure as
               determined  in  accordance  with  the cost of  living  adjustment
               procedure of Code Section 415(d),  but only for the year in which
               such adjustment is effective), or

               (ii) One  hundred  percent  (100%) of the  Participant's  average
               annual  compensation  for the  Participant's  three  highest paid
               consecutive Plan Years;  however,  benefits of up to Ten Thousand
               Dollars  ($10,000)  during a Plan Year can be paid without regard
               to the  one  hundred  percent  (100%)  limitation  if  the  total
               retirement  benefits  payable to an  Employee  under all  defined
               benefit plans (as defined in Code Section  414(j))  maintained by
               the  Employer  for the  present  and any  prior  Plan Year do not

                                       14
<PAGE>
               exceed Ten Thousand Dollars ($10,000) and the Employer has not at
               any time  maintained a defined  contribution  plan (as defined in
               Code Section 414(i)) in which the Employee was a Participant.

          If the  Participant has less than ten (10) years of  participation  in
     the Plan (as defined in Code Section 415(b)(5)),  the applicable limitation
     in Paragraph  (b)(i) of this Section shall be reduced by  multiplying  such
     limitation  by a fraction.  The  numerator  of such  fraction  shall be the
     number of years, or part thereof,  of  participation in the defined benefit
     plan maintained by the Employer; the denominator shall be ten (10) years.

          For purposes of this Subsection  5.4(b),  the "annual benefit" means a
     benefit  payable  annually in the form of a straight  life  annuity with no
     ancillary  or  incidental   benefits  and  with  no  Employee  or  Rollover
     Contributions.  To the extent that  ancillary  benefits are  provided,  the
     limits set forth in  Subparagraphs;  (a) and (b) of the first  paragraph of
     this Section will be reduced actuarially, using an interest rate assumption
     equal to the greater of five percent (5%) or the interest rate specified in
     the Plan to reflect such ancillary benefits.

     (c) Social Security Retirement Age Limitations.

          "Social Security  Retirement Age" means the age used as the Retirement
     age under Section 216(l) of the Social Security Act, which is presently age
     sixty-five  (65) for a person born before 1939,  age  sixty-six  (66) for a
     person born between 1939 and 1954,  and age  sixty-seven  (67) for a person
     born after 1954.

          If  distribution  of  retirement  benefits  begins  before  the Social
     Security Retirement Age, the Ninety Thousand Dollar ($90,000) limitation as
     described  in  Subsection  5.4(b)  shall  be  reduced  actuarially  on  the
     following basis:

               (i) If the Social Security  Retirement Age is sixty-five (65) and
               distribution   of  benefits  begins  after  the  Participant  has
               attained  age  sixty-two  (62) but  before  the  Social  Security
               Retirement Age, the reduction  shall be five-ninths  (5/9) of one
               percent  (1%) per  month  for  each  month  by  which  the  first
               distribution precedes the Social Security Retirement Age;

               (ii) If the Social  Security  Retirement  Age exceeds  sixty-five
               (65)  and  the   distribution   of  benefits   begins  after  the
               Participant  has attained age sixty-two (62), the reduction shall
               be the sum of (A) and (B), where

                    (A) Is  five-ninths  (5/9) of one percent (1%) per month for
                    each of the first thirty-six (36) months; and

                    (B) Is  five-twelfths  (5/12) of one percent  (1%) per month
                    for each additional month (up to twenty-four (24) months) by
                    which   benefits   commence   before   the   month   of  the
                    Participant's Social Security Retirement Age;

                                       15
<PAGE>
               (iii)  If  the   distribution   of  benefits  begins  before  the
               Participant  has attained age sixty-two (62), the limitation will
               be the  actuarial  equivalent  of what it would  have been if the
               first  distribution  had  been  made  when  the  Participant  had
               attained age sixty-two  (62); the assumed  interest rate for such
               calculation shall be five percent (5%).

          For  purposes  of  this   Subsection   5.4(b)  the   "average   annual
     Compensation for a Participant's  three (3) highest paid consecutive years"
     shall mean the Participant's  greatest  aggregate  Compensation  during the
     period of three (3)  consecutive  Plan Years in which the individual was an
     active Participant in the Plan.

     (d) Combination Defined Benefit and Defined Contribution Plan Limitations.

          For years beginning before January 1, 2000, if the Employer  maintains
     one (1) or more  defined  benefit  plans in  addition to this Plan (and any
     other defined  contribution plans) the limitation of this Subsection 5.4(c)
     shall  apply in  addition to those of  Subsections  5.4(a) and 5.4(b).  The
     limitation of this Subsection 5.4(c) is that the sum of the defined benefit
     plan fraction and the defined  contribution plan fraction for any Plan Year
     may not exceed 1.0.

     The "defined benefit plan fraction" is a fraction:

               (i) The numerator of which is the projected annual benefit of the
               Participant  under the Plan,  (determined  as of the close of the
               Plan Year); and

               (ii) The denominator of which  (determined as of the close of the
               Plan Year) is the lesser of (A) the  maximum  dollar  limitation,
               for such year as stated in  Paragraph  5.4(b)(i),  multiplied  by
               1.25, or (B) the percentage of compensation  limitation which may
               be taken into account pursuant to Paragraph 5.4(b)(ii) multiplied
               by 1.4.

     The "defined contribution plan fraction" for any year is a fraction:

               (i) The numerator of which is the sum of the annual additions (as
               defined in Code Section  415(c)(2)) to the Participant's  account
               as of the close of the Plan Year; and

               (ii) The  denominator  of which is the sum,  for all  years of an
               Employee's service with the Employer, of the lesser for each year
               of (A) the  maximum  dollar  limitation  as  stated  in the first
               paragraph of Subsection  5.4(a) for such year  multiplied by 1.25
               or (B) the percentage of Compensation  amount in effect as stated
               in the  first  paragraph  of  Subsection  5.4(a)  for  such  year
               multiplied by 1.40.

          With respect to each Participant, for Years of Service ending prior to
     January 1, 1983,  the amount taken into account in the  denominator  of the
     defined  contribution  plan  fraction,  as set  forth  above,  may,  at the
     election of the Plan  Administrator,  be an amount equal to the denominator
     of the defined contribution plan fraction for the Plan Year ending in 1982,
     as determined  under the law immediately  prior to the enactment of the Tax
     Equity and Fiscal  Responsibility Act of 1982, multiplied by the transition
     fraction described in Code Section 415(e)(6).

                                       16
<PAGE>
     (e) Allocation Limitation- More Than One Defined Contribution Plan.

          If the Employer  contributes to more than one (1) defined contribution
     plan and as a result of the allocation of Forfeitures,  a reasonable  error
     in  estimating a  Participant's  Compensation  or other  limited  facts and
     circumstances which the Internal Revenue Service finds to be applicable, an
     amount  which  would  otherwise  be  allocated  would  result in the Annual
     Addition  limitation  being exceeded with respect to any  Participant,  the
     excess amount shall be eliminated as follows:

               (i) Any nondeductible Employee voluntary  contributions under any
               other defined  contribution plan, to the extent they would reduce
               the excess amount will be returned to the Participant.

               (ii) Any  unmatched  Employee  salary  deferrals  under a cash or
               deferred  arrangement  within the meaning of Code Section 401(k),
               to the  extent  they  would  reduce  the  excess  amount  will be
               returned to the  Participant.  To the extent necessary to further
               reduce the excess amount,  all salary  deferrals  under a cash or
               deferred  arrangement  within the meaning of Code Section 401(k),
               whether or not there was a corresponding  matching  contribution,
               will be returned to the Participant.

               (iii)  If the  sum of the  Annual  Additions  to a  Participant's
               Accounts, in all plans,  considered as one (1), would exceed said
               limitations, and in the event that the return to a Participant of
               the Participant's  contributions  under the preceding  paragraphs
               should  still fail to  alleviate  such  excess  amount,  then the
               amount of such excess shall be  reallocated in the profit sharing
               plan of the  Employer  then in the defined  contribution  pension
               plan (or if more than one (1) defined  contribution pension plan,
               in the order selected by the Employer).

          The otherwise  permissible  Annual Additions for any Participant under
     this Plan may also be further reduced to the extent necessary as determined
     by the  Employer,  to  prevent  disqualification  of  benefits  payable  to
     Participants  who  also  may  be  participating  in  another  tax-qualified
     pension,  profit sharing,  savings or stock bonus plan of the Employer. The
     Employer shall advise affected  Participants of any additional  limitations
     on their Annual Additions required by the foregoing.

          Any excess  amounts  attributed  to this Plan shall be returned to the
     Employer or be held in a Code Section 415 limitation suspense Account.

5.5 Designation of Beneficiary.

Each  Participant  may  designate  from  time  to time  in  writing  one or more
Beneficiaries,  who will receive the Participant's vested Accrued Benefit in the
event of the Participant's  death. If the Participant dies without having made a
Beneficiary  designation,  the Trustees  shall  distribute  such benefits in the
following order of priority to the deceased Participant's:

                                       17
<PAGE>
          (a)  Spouse,

          (b)  Lineal descendants,

          (c)  Parents, or

          (d)  Estate.

However,  in the  event of the  death of a married  Participant,  the  surviving
spouse must be the sole Beneficiary unless the surviving spouse has consented in
writing to a different  election,  has acknowledged the effect of such election,
and  the  consent  and   acknowledgment   are  witnessed  by  a  member  of  the
Administrative  Committee or a notary public. The consent of spouse shall not be
necessary  if it is  established  to  the  satisfaction  of  the  Administrative
Committee that there is no spouse,  the spouse cannot reasonably be located,  or
for such other reasons as the regulations may prescribe. The consent of a spouse
as reason  for not  requiring  such  consent  shall be  applicable  only to that
spouse.  If the spouse of a  Participant  becomes  locatable or if a Participant
remarries,  it shall be the duty of the  Participant  to bring  that fact to the
attention of the  Administrative  Committee.  If the Participant so notifies the
Administrative   Committee,   the   Administrative   Committee  shall  then,  if
applicable,  proceed to make  available  to such  spouse  the  consent of spouse
procedures described in this Section.

5.6 Participant Voting and Exercise of Stock Rights.

          (a) Each  Participant  shall be entitled to direct the  Trustees as to
     the  manner  in  which  any  Qualifying  Employer  Securities  which  are a
     registration-type class of securities (as defined in Code Section 409(e)(4)
     which are allocated to the Employer  Account of the  Participant  are to be
     voted and as to the  manner in which  other  rights  with  respect  to such
     Qualifying  Employer  Securities  are to be exercised.  With respect to any
     class of Qualifying  Employer  Securities which is not a  registration-type
     class of securities (as defined in Code Section  409(e)(4)),  a Participant
     shall be entitled to direct the  Trustees as to the manner in which  voting
     rights  will be  exercised  with  respect  to any  corporate  matter  which
     involves the voting of such shares allocated to the  Participant's  account
     with  respect to the approval or  disapproval  of any  corporate  merger or
     consolidation,     recapitalization,     reclassification,     liquidation,
     dissolution,  sale of substantially  all assets of a trade or business,  or
     such similar transactions as may be prescribed in Treasury regulations.

          (b) The Trustees shall notify  Participants  at least thirty (30) days
     (or a lesser period if thirty (30) days if impossible or impractical) prior
     to the voting or other  exercise of rights  referred to in paragraph (a) of
     this section.  The notice shall include all proxy  solicitations  and other
     materials  distributed to other  shareholders  holding any of the shares of
     stock described in this Plan as Qualifying Employer Securities.

          (c) The  Trustees  shall vote any shares and exercise any other rights
     with respect to  applicable  Qualifying  Employer  Securities in the manner
     instructed  by the  Participant.  The  Trustees  shall  vote any shares and
     exercise any other rights with respect to Qualifying Employer Securities as
     to which it receives no such  instructions  (either because the Participant
     does not timely give such instructions,  or because the shares have not yet
     been allocated to the Employer Accounts, or if because the Trustees are not
     required to be  directed)  as the  Trustees in their sole  discretion,  but
     acting  in a  fiduciary  capacity,  deems  in  the  best  interests  of the
     Participants and their Beneficiaries.

                                       18
<PAGE>
                              ARTICLE VI - VESTING

6.1 Employer Account Vesting on Death, Retirement, or Total Permanent
    Disability.

If a  Participant's  employment  is  terminated  for death,  on or after  Normal
Retirement  Age, or due to Total and Permanent  Disability,  one hundred percent
(100%)  of the  Accrued  Benefit  in his  Employer  Account,  shall  vest in the
Participant (or in his Beneficiary, as the case may be) and shall be distributed
or set aside in accordance with the provisions of Article VII.

6.2 Employer Account Vesting on Termination.

If a  Participant's  employment  is  terminated  except  for  death,  Total  and
Permanent  Disability,  or on or  after  Normal  Retirement  Age  the  following
percentages of the Accrued  Benefit in the Employer  Account of the  Participant
shall vest in the  Participant  and shall be distributed to or set aside for him
in accordance with the provisions of Article VII:

                Years of Service             Vested Percentage
                ----------------             -----------------
                   Less than 3                        0%
                       3                             40%
                       4                             70%
                       5                            100%

The Accrued Benefit of a Participant which is not vested as above provided shall
be retained by the Trustees for allocation as a Forfeiture,  in accordance  with
the  provisions  of Manner of Allocation  section  above,  Suspense  Account for
Terminated Participants and Unable to Locate Participant or Beneficiary sections
below.

6.3 Restoration of Forfeitures.

If a Participant is less than one hundred  percent (100%) vested and he receives
a distribution from the Plan and forfeits part of his Accrued Benefit, and then,
if the Participant resumes employment with the Employer before the occurrence of
five (5) consecutive  One Year Breaks in Service,  until such time as there is a
fifth (5th)  consecutive  One Year Break in Service,  the  Participant's  vested
portion of the  balance  in his  account at any time shall be equal to an amount
("X")  determined  by the  formula X = P(AB + D) - D,  where  "P" is the  vested
percentage  of  the  Participant  at  such  time,  "AB"  is the  balance  in the
Participant's  account  at such  time  and "D" is the  amount  distributed  as a
severance of employment benefit and not previously repaid by the Participant.

Notwithstanding  the  preceding   paragraph,   if  the  Participant  returns  to
employment  prior to the time he incurs five (5)  consecutive One Year Breaks in
Service,  he shall  have the  right to repay to the Plan the full  amount of the
benefits  previously  distributed  to him,  provided that such repayment is made
prior to the earlier of:

          (i) Five (5) years  after the first date on which the  Participant  is
          reemployed, or

          (ii) The date the  Participant  incurs five (5)  consecutive  One Year
          Breaks in Service following the date of the previous distribution.

If an  Employee  is deemed to  receive a  distribution  pursuant  to the Time of
Distribution  section below),  and the Participant  resumes  employment  covered
under the Plan before the date the Employee incurs five (5) consecutive One Year
Breaks in Service,  upon the  reemployment of such Employee,  the balance of the
Employer  Account of the Employee  will be restored to the amount on the date of
such deemed distribution.

If the  Participant's  forfeited  accrued  benefit is restored  pursuant to this
Section 6.3, the restoration shall be made first out of Forfeitures, if any, and
then by additional Employer contributions.

                                       19
<PAGE>
                     ARTICLE VII - DISTRIBUTION OF BENEFITS

7.1 Method of Distribution of Accounts.

          (a) If a Participant's  vested Accrued Benefit at the Termination Date
     does not exceed Five Thousand Dollars  ($5,000),  the entire amount of such
     vested  Accrued  Benefit shall be distributed in the form of an involuntary
     Cash-Out.  For all  Accrued  Benefits  that exceed  Five  Thousand  Dollars
     ($5,000), the Participant shall elect to receive his distribution in one of
     the  following  forms:  (a) a  voluntary  Cash-Out,  or (b) an  installment
     distribution consisting of approximately equal annual installments (subject
     to the limitations of Time of Distribution section) over a term certain.

          (b) The  Participant  shall  elect  to  receive  his  distribution  of
     benefits in the form of: (a) Cash, or (b)  Qualifying  Employer  Securities
     except to the extent that the  Participant's  Employer  Account consists of
     cash or  fractional  shares  of  Qualifying  Employer  Securities  or other
     assets, the Fair Market Value of which shall be distributed in cash.

          (c)  Distributions  shall be made by the  Trustee(s)  according to the
     directions  of the  Committee.  The  Committee  shall have the authority to
     direct the distributions according to the terms and conditions of the Plan.
     A  Participant  or  Beneficiary  shall  have the  right to file a claim for
     benefits in accordance with the Plan.  Distributions shall be made in cash,
     in kind,  or in a combination  of both.  All methods of  distribution  to a
     Participant or Beneficiary  shall be of equal value as of the date payments
     are to commence.

          (d) The  Company  retains the power and  discretion,  pursuant to Code
     Section  411(d)(6)(c),  to amend the  distribution  forms and  options in a
     nondiscriminatory fashion.

7.2 Time of Distribution.

          (a) After the Participant has attained the Normal  Retirement Age, has
     died,  or  has  terminated  his  employment  due  to  Total  and  Permanent
     Disability,  then the first  installment  or Cash-Out,  as the case may be,
     will be made as soon as administratively feasible after the end of the Plan
     Year in which the Participant completes a One Year Break in Service. If the
     Participant is zero percent (0%) vested in his Accrued Benefit, his account
     balance  will be deemed to have  been  distributed  to him in the form of a
     Cash-Out.  However,  in all events such distributions  shall begin no later
     than  sixty  (60) days  after the end of the Plan Year in which  occurs the
     latest of the following:

               (i)  The  date  on  which  the  Participant  attains  the  Normal
               Retirement Age;

                                       20
<PAGE>
               (ii) The  tenth  (10th)  anniversary  of the  year in  which  the
               Participant commenced participation in the Plan;

               (iii) The Termination Date.

          (b)  Distribution  to a Participant  who terminates  other than due to
     death, Retirement or Disability, shall commence as soon as administratively
     feasible after the end of the Plan Year in which the Participant  completes
     a One Year Break in Service.

          (c) Distributions shall commence no later than:

               (i) April 1 of the calendar  year  following the calendar year in
               which the  Participant  attains age seventy and one-half  (70-1 /
               2); or

               (ii) In the case of a Participant other than a Participant who is
               a five percent (5%) owner with respect to the Plan Year ending in
               the calendar  year in which the  Participant  attains age seventy
               and one-half (70-1/2), April 1 of the calendar year following the
               calendar year in which the Participant retires.

          (d) If distributions are made in installments  rather than a Cash-Out,
     then (i) the  installments  must be over a period of ten (10) years or less
     or (ii) the amount of the  installment to be distributed  each year must be
     at  least  an  amount  equal  to the  quotient  obtained  by  dividing  the
     Participant's  entire interest by the life expectancy of the Participant or
     the  joint  and  last  survivor  expectancy  of  the  Participant  and  his
     designated  Beneficiary.  Life  expectancy  and  joint  and  last  survivor
     expectancy  are  computed by the use of the return  multiples  contained in
     Treasury  Regulations  Section 1.72-9,  or, in the case of payments under a
     contract  issued by an  insurance  company,  by use of the life  expectancy
     tables of the  insurance  company.  For  purposes  of this  computation,  a
     Participant's  life  expectancy may be recalculated no more frequently than
     annually,  but the life  expectancy of a nonspouse  Beneficiary  may not be
     recalculated.   If  the   Participant's   spouse  is  not  the   designated
     Beneficiary,  the method of distribution selected must assure that at least
     fifty  percent  (50%) of the  present  value of the  amount  available  for
     distribution is paid within the life expectancy of the Participant.

          (e) If the Participant elects to receive his distribution in Cash, the
     Trustees  will sell the  Qualifying  Employer  Securities  allocated to the
     Participant's  account and to which the Participant  would be entitled to a
     distribution  and  distribute  the  cash  proceeds  of  such  sale  to  the
     Participant.  If such Qualifying  Employer Securities are not sold within a
     time which would allow the cash  distribution  to take place as required by
     this Time of Distribution  section,  the Participant will have the right to
     change his or her  distribution  election  to receive  Qualifying  Employer
     Securities  or defer  the  distribution  until  such  time as the  Trustees
     complete the sale of such Qualifying  Employer Securities or otherwise have
     sufficient cash to make the distribution.

          (f) If the Participant dies after  distributions to him have begun but
     before  his  entire  Accrued  Benefit  has  been  distributed  to him,  the
     remaining portion of his Accrued Benefit shall be distributed from the Plan
     at  least as  rapidly  as  under  the  method  of  distribution  previously
     established  for him,  if such  method  is  irrevocable  at the time of his
     death.

                                       21
<PAGE>
          (g)  If  the  Participant  dies  before  distribution  of  hisinterest
     commences,  then  distributions  of  the  Participant's  remaining  Accrued
     Benefit  must be  completed  by the end of the fifth  (5th)  calendar  year
     following the year of his death.  However,  installment  distributions to a
     designated  Beneficiary  which begin not later than the end of the calendar
     year following the death of the  Participant  shall be treated as complying
     with  this  five  (5)  year  distribution   requirement  (even  though  the
     installment  payments  are not  completed  within  five  (5)  years  of the
     Participant's  death) if the  distributions are made at a rate which is not
     longer than that  calculated  (in the manner  described in paragraph (c) of
     this Section) to provide payment of all the  Participant's  Accrued Benefit
     during the  anticipated  life  expectancy  of the  designated  Beneficiary.
     Provided that if the designated  Beneficiary is the surviving spouse of the
     deceased  Participant,  the  distributions  can  begin  as long  after  the
     Participant's  death as the date on which the  deceased  Participant  would
     have  attained the age of seventy and one-half  (70-1/2);  if the surviving
     spouse dies before  distributions  to the surviving  spouse have begun, the
     Plan may make  distributions  at such times as described in this Section as
     it would have if the surviving spouse had been a deceased Participant.

          (h) For  purposes  of this  section,  any amount  paid to a child of a
     Participant  will be treated as if it had been paid to the surviving spouse
     of  the  Participant  if  such  remaining  amount  becomes  payable  to the
     surviving spouse when the child reaches the age of majority.

7.3 Segregation if Installment Distribution.

The  Administrative  Committee  may  determine  that the  Employer  Account of a
Participant  who is no longer an Employee shall be segregated and set aside,  in
which event the Administrative  Committee shall direct the Trustees to segregate
the vested  portion  (as  defined in  Article  VI) of the entire  balance of the
Participant's  Employer  Account  and to  deposit  such  portion  in a  separate
interest  bearing  account at a bank or savings and loan  association,  and said
account shall cease to participate in the income or net loss or  appreciation or
depreciation  of the Trust Fund,  as of the  beginning of the Plan Year in which
such  segregation  occurs,  and instead will be credited with the full amount of
interest earned thereon.

7.4 Non-segrggation if Installment Distribution.

In the event the  Administrative  Committee  does not  segregate (as provided in
Section Segregation if Installment Distribution above) the Employer Account of a
Participant, said account shall continue to be treated, without interruption, in
the same  manner as when the  Participant  was an  Employee,  in which  case the
installment  distributions  shall be  adjusted  upward or  downward  to  reflect
appreciation or depreciation, or income or loss in the account balance.

7.5 Distribution After Death of Participant.

In the event of the  death of a  Participant  after  installment  payments  have
begun, but prior to completion of such payments,  the full amount of such unpaid
benefits  shall  continue to be paid in the form of the  previously  established
installments  except that the Beneficiary may request that the remaining Accrued
Benefit be paid in a lump sum.

                                       22
<PAGE>
In the event of the death of the Participant  prior to the start of any payments
of his Accrued Benefit,  distributions shall be made in the form and at the time
or times selected by the Beneficiary pursuant to Sections 7.1 and 7.2.

7.6 Distribution After Death of Beneficiary.

In the event of the death of a  Beneficiary  (or a  contingent  Beneficiary,  if
applicable)  prior to the completion of payment of benefits due the  Beneficiary
from the Plan, the full amount of such unpaid benefits shall at once vest in and
become the property of the estate of said Beneficiary. In determining the amount
of such  unpaid  benefits,  no  adjustment  shall be made by  reason  of any net
income,  or net loss. of the Trust, or any net  appreciation or net depreciation
by the Trust's assets subsequent to the beginning of the Plan Year in which such
final distribution occurs.

7.7 Rollover Contributions and Distributions.

Rollovers from other qualified plans into the Plan will not be permitted.

The  Administrative  Committee  may, in its sole  discretion,  but only with the
prior  written  consent of the  Participant,  transfer  part or all of the funds
credited to his  Employer  Account to a  retirement  plan,  as described in Code
Section  401(a) or Section 403(a) as to which the individual is a Participant at
the time of such distribution.

The Committee shall provide to each Participant,  Beneficiary or Alternate Payee
who  receives  an eligible  rollover  distribution  (as defined in Code  Section
402(f), at the time such distribution is made, a written explanation of the:

          (a) Provisions under which the distribution will not be subject to tax
     if timely transferred to an eligible retirement plan; and, if applicable,

          (b)  Provisions  regarding  the  availability  of  capital  gains  and
     ten-year   averaging  or   five-year   averaging   tax   treatment  of  the
     distribution.

For  distributions  made  on or  after  January  1,  1993,  notwithstanding  any
provisions  of  the  Plan  to  the  contrary  that  would   otherwise   limit  a
distributee's  election under this  Subsection,  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.

          (a) An eligible  rollover  distribution is 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  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 Code Section 401(a)(9); and the portion

                                       23
<PAGE>
     of any  distribution  that is not  Includible  in gross income  (determined
     without  regard  to the  exclusion  for net  unrealized  appreciation  with
     respect to Qualifying Employer Securities).

          (b) An eligible  retirement plan is an individual  retirement  account
     described  in  Code  Section  408(a),  an  individual   retirement  annuity
     described in Code Section 408(b), an annuity plan described in Code Section
     403(a), or a qualified trust described in Code Section 401(a), that accepts
     the distributee's eligible rollover  distribution.  However, in the case of
     an eligible  rollover  distribution  to the surviving  spouse,  an eligible
     retirement  plan  is  an  individual   retirement   account  or  individual
     retirement annuity.

          (c) A distributee  includes a Participant  or former  Participant.  In
     addition,  the  Participant's  surviving  spouse,  and the Participant's or
     former  Participant's  spouse or former  spouse who is an  Alternate  Payee
     under a Qualified  Domestic  Relations  Order,  as defined in Code  Section
     414(p),  are  distributees  with  regard to the  interest  of the spouse or
     former spouse.

          (d) A  direct  rollover  is a  payment  by the  Plan  to the  eligible
     retirement plan specified by the distributee.

7.8 Suspense Account for Terminated Participants.

If a Participant  has terminated his employment but his Employer  Account is not
one hundred percent (100%) vested and he has not had a One Year Break in Service
subsequent to his  termination,  all funds in his Employer Account shall be held
in  suspense  until the  happening  of the  soonest  of the  following:  (i) the
Participant returning to employment with the Employer, or (ii) the occurrence of
a One Year  Break in  Service  with  respect  to the  Participant,  or (iii) the
Participant  attaining Normal Retirement Age, or (iv) the Participant receives a
Cash Out. At such time the Participant's Employer Account shall cease to be held
in suspense.  If a Participant  has returned to employment  prior to incurring a
One Year Break in Service,  his Employer Account which has been held in suspense
shall be  restored  to his  credit,  less any  Cash-Out  which is not  repaid in
accordance  with  Section  7.10.  If a One Year  Break in  Service  occurs,  the
non-vested  portion of the Employer  Account held in suspense  will be forfeited
and  reallocated in accordance  with the Manner of Allocation  section above for
the Plan Year in which  such  Forfeiture  occurs;  the vested  portion  shall be
distributed  in accordance  with the provisions of Article VII. In the case of a
Participant  attaining Normal Retirement Age while his Employer Account is being
held  in  suspense,  the  entire  vested  amount  will  be  distributed  and the
non-vested  portion shall be forfeited in accordance with the provisions of this
Article VII.

Such account  shall share in any  appreciation,  depreciation,  or net income or
loss as if it were not in suspense,  except that an account which is in suspense
shall have no Forfeitures  allocated to it for a Plan Year in which the Employee
does not have a Year of Service for Accrual of Benefits.

Notwithstanding  anything  contained  in this  Suspense  Account for  Terminated
Participants section to the contrary, upon the payment of a Participant's vested
Accrued Benefit through a Cash-Out, the non-vested portion of such Participant's
Accrued Benefit shall be forfeited and shall be reallocated for the Plan Year in
which a One Year  Break in  Service  occurs  in  accordance  with the  Manner of
Allocation section above.

                                       24
<PAGE>
7.9 Unable to Locate Participant or Beneficiary.

If the Participant or Beneficiary to whom benefits are to be distributed  cannot
be located,  and reasonable  efforts have been made to locate the Participant or
Beneficiary,  including the sending of  notification  by certified or registered
mail to his last known  address,  the  Administrative  Committee  may direct the
Trustees to take any of the following actions:

          (i) Distribute the benefits in question to an interest bearing savings
          account established in the name of the Participant or Beneficiary; or,
          if the benefits are payable to a Participant (as reasonably determined
          by the  Administrative  Committee)  the  Administrative  Committee may
          instruct the Trustees to distribute  the funds to the  Participant  by
          placing  them in a savings  account  in the  Participant's  name or by
          purchasing U.S.  Savings Bonds in the  Participant's  name and holding
          them for the Participant;

          (ii) If the Administrative Committee has taken the reasonable efforts,
          as described in the preceding sentence, to locate the Participant, the
          Administrative   Committee  may  allocate  the  Participant's  Accrued
          Benefits to a  segregated  account in the manner  described in Section
          7.3, as if an installment  distribution were being made; however, such
          funds shall be held in the segregated  account for distribution to the
          Participant when located;

          (iii)  The  Participant's   Accrued  Benefits  may  be  forfeited  and
          reallocated pursuant to the Manner of Allocation section above; if the
          Participant  subsequently  returns,  such Forfeiture shall be restored
          pursuant to Section 6.5 and the restoration shall be made first out of
          Forfeitures, if any, and then by additional Employer contributions.

7.10 Repayment of Cash-Out.

If a Participant  receives a Cash-Out  distribution from the Plan as a result of
ceasing to be an Employee, and is less than one hundred percent (100%) vested in
his Accrued Benefit at such time,  Participant  shall have the right to repay to
the Plan the Cash-Out  distribution  received from the Plan, prior to the sooner
of (i) five (5) years from the  individual  again  becoming an Employee,  or the
completion of five (5) consecutive One Year Breaks in Service following the date
of distribution  of the Cash-Out to the  Participant.  If the Participant  makes
such payment within the time specified in the preceding sentence, any non-vested
portion of his Cash-Out distribution which was forfeited pursuant to Section 7.8
will be restored to his credit.  The  permissible  sources of restoration of the
forfeited  portion of a  Cash-Out  distribution  are:  income or gains from Plan
investments, Forfeitures and Employer contribution. However, except with respect
to the  forfeited  portion  of a Cash-Out  distribution,  only  amounts  held in
suspense pursuant to Section 7.8 shall be used to satisfy such restoration.

7.11 Options of Participants to Sell Stock.

          (a) If the Qualifying  Employer Securities are not readily tradable on
     an  established  securities  market,  and if the  Employer is not a bank or
     financial  institution  prohibited by applicable  federal or local law from
     redeeming its stock, a Participant or Beneficiary  shall have the option to
     sell to the Employer all  Qualifying  Employer  Securities  which have been
     distributed to Participant or Beneficiary,  at a price determined  pursuant
     to a fair valuation  formula which is calculated to provide the fair market
     value of such securities as of the valuation date immediately preceding the
     date of the exercise of this "put" option, during the sixty (60) day period
     immediately  following the date on which Qualifying Employer Securities are
     distributed and for a sixty (60) day period beginning on the later of:

                                       25
<PAGE>
          (i)  the  first  day  of  the  Plan  Year  immediately  following  the
          distribution of Qualifying Employer Securities to the Participant; or

          (ii) the first day  following  the  expiration of the first sixty (60)
          day option period.

          (b) The put option required by Section 7.11(a) shall provide that if a
     Participant or Beneficiary exercises the put option, the Employer,  (or the
     Plan, if the Plan so elects),  shall  repurchase  the  Qualifying  Employer
     Securities in one of the following methods:

          (i)  Payment  of the  fair  market  value of the  Qualifying  Employer
          Securities,  determined as of the valuation date immediately preceding
          the  date  of  the  exercise  of  the  put  option,  may  be  made  in
          substantially equal payments not less frequently than annually, over a
          period not exceeding five years. The first  installment  shall be paid
          not later than thirty (30) days after the  Participant  exercises  the
          put option.  The Employer  will pay a reasonable  rate of interest and
          provide adequate security on amounts not paid after thirty (30) days.

          (ii) The Employer may pay the  Participant  or  Beneficiary  an amount
          equal to the fair market value,  determined  as of the valuation  date
          immediately  preceding the date of the exercise of the put option,  of
          the Qualifying  Employer  Securities  repurchased no later than thirty
          (30) days after the date the put option is exercised.

          (c)  The  Trust   shall  have  the   option,   but  in  no  event  the
     responsibility, to assume the rights and obligations of the Employer at the
     time the put option required by Section 7.11 (a) is exercised.

7.12 Right of First Refusal.

All shares of Qualifying Employer Securities distributed by the Trustee,  except
those which are publicly traded, shall be subject to a "right of first refusal."
Such right shall provide that, prior to any subsequent transfer, the shares must
first be offered by written offer to the Employer, unless the Employer is a bank
or financial  institution  prohibited  from  redeeming  its stock by  applicable
federal or local law, and Trust in any order of priority.  In the event that the
proposed  transfer  constitutes a gift or such other  transfer at less than fair
market value, the Plan Administrator  shall so advise the Trustees and the price
per  share  shall be  determined  by the  Trustee  under the Fair  Market  Value
definition  in Article II as of the last day of the Plan Year, or in the case of
a  transaction  between  the Plan and a  disqualified  person as defined in Code
Section  4975(e)(2),  as of the  date  of the  transaction.  In the  event  of a
proposed  purchase by a prospective bona fide purchaser,  the offer to the Trust
shall  be at the  greater  of fair  market  value,  as  determined  above by the
Trustees or at the price offered by the  prospective  bona fide  purchaser.  The
Employer or Trust, as the case may be, may accept the offer at any time during a
period not exceeding  fourteen (14) days after the security holder gives written
notice to the Trustees that an offer by a third party to purchase the Qualifying
Employer  Securities  has been  received  or that a  transfer  of any sort is to
occur.

7.13 Distribution of Dividends.

On or  before  the  thirtieth  (30th)  day after the close of each Plan Year the
Administrative  Committee  shall direct the Trustees as to whether any or all of
the cash dividends received on any Qualifying Employer Securities, if any, owned

                                       26
<PAGE>
by the Plan shall  be:(i)  retained  by the Plan and  allocated  pursuant to the
Valuation of Assets and Allocation of Changes section;  (ii) distributed to each
Participant;  or (iii) used to make payments on an Exempt Loan. In the event the
Administrative Committee elects to cause the cash dividends to be distributed to
Participants,  each  Participant  shall receive,  no later than ninety (90) days
after the close of the Plan Year in which  the  dividend  is paid,  the pro rata
share,  computed in accordance  with the provisions of Section 5.3, of such cash
dividend (excluding earnings thereon).

7.14 Diversification of Investments.

          (a)  Notwithstanding  Sections 5.01 and Article VIII,  each  Qualified
     Participant  shall be permitted to direct the Plan as to the  investment of
     twenty-five percent (25%) of the value of the Participant's account balance
     attributable-to  Qualifying  Employer Securities which were acquired by the
     Plan after December 31, 1986, within ninety (90) days after the last day of
     each Plan Year during the Participant's  Qualified Election Period.  Within
     ninety (90) days after the close of the last Plan Year in the Participant's
     Qualified  Election Period, a Qualified  Participant may direct the Plan as
     to the  investment  of fifty  percent  (50%) of the  value of such  account
     balance.

          (b)  The   Participant's   direction   shall   be   provided   to  the
     Administrative  Committee in writing;  shall be effective no later than one
     hundred  eighty  (180)  days  after the close of the Plan Year to which the
     direction  applies;  and shall  specify  which,  if any, of the options set
     forth in Section 7.14(c) the Participant selects.

          (c) At the  election  of the  Qualified  Participant,  the Plan  shall
     distribute in cash or stock the portion of the  Participant's  account that
     is covered by the  election  within  ninety (90) days after the last day of
     the period during which the election can be made.  This Section shall apply
     notwithstanding  any other provision of the Plan other than such provisions
     as require the consent of the Participant and the Participant's spouse.

          (d)  In  lieu  of  distribution  under  this  Section,  the  Qualified
     Participant who has the right to receive a distribution may direct the Plan
     to transfer the portion of the Participant's account that is covered by the
     election to another  qualified  plan of the  Employer  which  accepts  such
     transfers, provided that such Plan permits Employee-directed investment and
     does not invest in Qualifying  Employer Securities to a substantial degree.
     Such  transfer  shall be made no later than ninety (90) days after the last
     day of the period during which the election can be made.

7.15 Qualified Domestic Relations Orders.

Notwithstanding  any other  provisions of Article VII, any Accrued  Benefit of a
Participant  may be apportioned  between the Participant and the alternate payee
(as defined in Code Section  414(p)(8))  either through separate  accounts or by
providing the alternate  payee a percentage of the  Participant's  account.  The
Committee may direct distributions to an alternate payee pursuant to a Qualified
Domestic  Relations Order as defined in Code Section  414(p)(1)(A)  prior to the
date on which the Participant attains the earliest Retirement Age, provided that
the Committee has properly notified the affected  Participant and each alternate
payee of the order and has  determined  that the order is a  Qualified  Domestic
Relations  Order as defined in Code Section  414(p)(1)(A).  The alternate  payee
shall be paid a separate account or a percentage of the  Participant's  account,
computed as of the  valuation  date  described  in the  Valuation  of Assets and
Allocations   of  Changes   section  of  the  Plan,   in  a  lump  sum   payment
notwithstanding the value of such lump sum payment unless the domestic relations
order  specifies  a  different  manner of  payment  permitted  by the Plan.  The
alternate  payee shall not be required to consent to such lump sum payment.  The
Committee shall adopt reasonable procedures to determine the qualified status of
Qualified   Domestic  Relations  Orders  and  to  administer  the  distributions
thereunder. In no event will a Qualified Domestic Relations Order which provides
that a former spouse is to be treated as the current  spouse of a Participant be
considered a Qualified Domestic Relations Order under this Plan, notwithstanding
that such Qualified  Domestic  Relations Order is a Qualified Domestic Relations
Order as defined in Code Section 414(p)(1)(A).

                                       27
<PAGE>
                 ARTICLE VIII - DUTIES AND AUTHORITY OF TRUSTEE

8.1 Receive Payments.

The Trustees  shall receive from the Employer the payments made by it on account
of its  contributions  under  the Plan but the  Trustees  shall  have no duty to
compute any amount due from the Employer or to collect the same.

8.2 Evaluate Assets.

The Trustees  shall  evaluate the assets of the Trust Fund as of the dose of the
last day of each Plan Year at their  Fair  Market  Value and the  Administrative
Committee or its agent will allocate the sums  contributed  by the Employer plus
the net  income  or  minus  the net  loss of the  Trust  Fund  and  plus the net
appreciation  or minus  the net  depredation  in the Trust  assets  to  separate
bookkeeping accounts in the names of the respective  Participants under the Plan
in accordance with the provisions of the Fair market Value definition in Article
II and Valuation of Assets and Allocations of Changes sections of the Plan.

8.3 Segregation of Accounts.

When directed in writing by the  Administrative  Committee,  the Trustees  shall
segregate  the  accounts  of  terminated  Participants  in  accordance  with the
provisions  of Section 7.3, and make payments out of the Trust Fund from time to
time to the Participants or their Beneficiaries, such payments to be made in the
manner and in the amounts as may be specified in the written instructions of the
Administrative Committee.

8.4 Tax Returns and Reports.

If the Trustees are a corporate  fiduciary,  then such Trustees shall prepare or
cause  to have  prepared  and  filed,  all tax  returns,  reports,  and  related
documents,  except as otherwise specifically provided in this Plan or unless the
Administrative  Committee, in writing, relieves the Trustees of such obligation,
in part or entirely, in which case the Administrative  Committee,  or the person
or persons  it  designates,  shall be  responsible  for filing the tax  returns,
reports, and related filings, as provided by the Administrative  Committee.  The
Trustees shall be entitled to rely on the accuracy of any written statement from
the  Administrative  Committee  or from an officer of the  Employer  as to those
matters provided i n Article IX.

8.5 Powers.

The Trustees are authorized and empowered to:

          (a) Invest and reinvest the Trust Fund,  without  distinction  between
     principal and income,  in Qualifying  Employer  Securities,  bank accounts,
     certificates of deposit,  Common Stocks,  preferred stocks,  bonds,  notes,
     debentures,  mortgages,  U.S. retirement plan bonds, and in other property,
     real or personal,  so long as the  incidents of ownership of such  property
     are  within the  jurisdiction  of the  United  States,  and so long as such
     investments do not violate applicable law;

          (b) Purchase and hold Qualifying  Employer Securities in a value up to
     one hundred percent (100%) of the total value of the Trust Fund, and borrow
     funds and pledge as collateral  therefor the Qualifying Employer Securities
     so  acquired;  the  Trustees  shall  have the duty to invest  primarily  in
     Qualifying Employer Securities;

          (c) Purchase,  sell, exchange,  convey, transfer, or otherwise realize
     the value of any property held by it,  specifically  including the purchase
     and sale of  Qualifying  Employer  Securities  from or to the Employer or a
     disqualified  person (as defined in Code Section  4975(e)(2)) or a party in
     interest (as defined in ERISA  Section  3(14)) if such  purchase or sale is
     for  adequate  consideration  and no  commission  is charged  with  respect
     thereto;

                                       28
<PAGE>
          (d) Convert any stocks, bonds, or other securities; to give general or
     special   proxies  or  powers  of  attorney   with  or  without   power  of
     substitution; to exercise any warrants, conversion privileges, subscription
     rights,  or other options and to make any payment  incidental  thereto;  to
     consent to or otherwise  participate in corporate  reorganizations or other
     changes affecting corporate securities and to delegate discretionary powers
     to pay any assessments or charges in connection therewith; and generally to
     exercise  any of the  powers of an owner with  respect  to  stocks,  bonds,
     securities or other properties held in the Trust Fund;

          (e) Make, execute,  acknowledge,  and deliver any and all documents of
     transfer and conveyance and any other  instruments that may be necessary or
     appropriate to carry out the powers herein granted;

          (f) Register any investments held in the Trust Fund in its own name or
     in the name of a nominee or nominees and to hold any  investment  in bearer
     form,  but the books and  records of the  Trustees  shall at all times show
     that all such investments are part of the Trust Fund;

          (g) Invest all or a part of the Trust  Fund in  deposits  which bear a
     reasonable  rate of  interest in a bank or similar  financial  institution,
     even though such institution is a Trustee or other fiduciary, as defined in
     Code Section 4975(e)(3);

          (h) Invest in a common or collective  trust fund or pooled  investment
     fund  maintained by a bank or trust company or a pooled  investment fund of
     an insurance  company  qualified to do business in a State even though such
     bank,  trust  company or insurance  company is a  disqualified  person,  as
     defined in Code Section 4975(e)(2);

          (i) Take  whatever  actions are  necessary  to ensure that  Qualifying
     Employer  Securities  consisting  of stock are  distributed  in the  manner
     prescribed  in Section 7.1;  such actions may include,  but are not limited
     to,  purchasing or exchanging such stock from the Trust, even though it has
     already  been  allocated  to the  Employer  Accounts  of  Participants  and
     purchasing or  exchanging  such stock as described in  subparagraph  (c) of
     this Section;

          (j) Purchase Qualifying  Employer  Securities from persons,  including
     "disqualified  persons" as that term is defined in Code Section 4975(e)(2),
     so long as the purchase price does not exceed the Fair Market Value of such
     securities  and so  long  as  the  terms  of  the  purchase  are  fair  and
     reasonable;

          (k) Perform all such acts, although not specifically mentioned herein,
     as the Trustees  may deem  necessary  to  administer  the Trust Fund and to
     carry out the purpose of the Trust; and

          (1) Borrow,  or loan,  except as  prohibited  by Code Section  4975(c)
     without  reference to Code  Section  4975(d),  sums as the  Trustees  deems
     desirable,  and for that purpose,  to mortgage or pledge all or part of the
     Trust Fund; and borrow from "disqualified persons" (as that term is defined
     in Code Section  4975(e)(2))  in such amounts as permitted by Section 8.11,
     for the purpose of purchasing Qualifying Employer Securities.

                                       29
<PAGE>
8.6 Expenses.

All brokerage costs,  transfer taxes and similar expenses incurred in connection
with the investment and reinvestment of the Trust Fund and all taxes of any kind
whatsoever which may be levied or assessed under existing or future laws upon or
in respect of the Trust  Fund,  and any  interest  which may be payable on money
borrowed by the Trustees for the purpose of the Trust  (however,  such funds may
not be borrowed for the purpose of purchasing  Qualifying Employer  Securities),
shall be paid from the Trust Fund,  and, until paid,  shall  constitute a charge
upon the Trust Fund. All other administrative  expenses incurred by the Trustees
in the performance of its duties, including such compensation to the Trustees as
may be agreed upon from time to time  between the  Employer and the Trustees (in
accordance with the Trustees'  standard  schedule of fees in effect from time to
time during the time it administers  this Trust,  if applicable)  and all proper
charges and  disbursements of the Trustees,  shall be paid by the Employer,  but
until  paid shall  constitute  a charge  upon the Trust  Fund.  If the  Employer
advises  the  Trustees  in  writing  of its  determination  to make  no  further
contribution  to this Trust,  the expenses of the Trustees  shall  thereafter be
charged  against  and paid  out of the  Trust  Fund  and a lien for the  payment
thereof  shall  be  impressed  upon  the  assets  of  the  Trust  to be  charged
proportionately  against the amount standing to the credit of each  Participant.
However,  no person who is a  disqualified  person (as  defined in Code  Section
4975(e)(2))  and who  received  full-time  pay from the  Employer,  may  receive
compensation  from the Trust,  except for reimbursement of expenses properly and
actually incurred.

The Trustees may inspect the records of the Employer  whenever  such  inspection
may be  reasonably  necessary  in order to determine  any fact  pertinent to the
performance of its duties as the Trustees.  The Trustees,  however, shall not be
required to make such inspection,  but may, in good faith, rely on any statement
of the Employer or any of its officers.

8.7 Litigation.

The Trustees shall not be required to  participate in any litigation  either for
the  collection of moneys or other property due the Trust Fund, or in defense of
any claim against the Trust Fund unless the Trustees shall have been indemnified
to its  satisfaction  against all expenses  and  liability to which the Trustees
might become subject.

8.8 Written Instructions.

When any act of the Trustees is based upon  instructions  of the Employer or the
Administrative  Committee,  the Trustees may rely upon  instructions in writing,
signed by an officer of the  Employer,  or upon  written  instructions  from the
Administrative Committee, as appropriate.

8.9 Appointment of Investment Manager.

The Trustees, with the written concurrence of the Administrative  Committee, may
appoint an  Investment  Manager (as defined in ERISA Section  3(38)),  who shall
have  responsibility  for investment of the Trust Fund.  The Investment  Manager
shall have the  investment  powers granted the Trustees in Section 8.5 except to
the extent  the  Investment  Manager's  powers  are  specifically  limited by an
agreement between the Trustee and Investment Manager.

                                       30
<PAGE>
8.10 Removal and Resignation of the Trustee.

The  Employer may at any time remove any Trustee  acting  hereunder or appoint a
corporation  and/or  an  individual  or  individuals  to  be  successor  Trustee
hereunder in the place of any removed or resigning  Trustee.  Any Trustee may at
any time resign by giving  written  notice to the  Employer,  which  resignation
shall take effect on the date therein specified and which shall not be less than
thirty (30) days from the date of notice  unless the Employer  shall agree to an
earlier date.

8.11 Loans from Disqualified Persons.

The Trustees  shall have the power to borrow funds either in the form of cash, a
purchase  money   transaction,   or  the  assumption  of  an  obligation,   from
"disqualified persons" (as that term is defined in Code Section 4975(e)(2)),  or
guaranteed by  disqualified  persons,  for the purpose of purchasing  Qualifying
Employer  Securities  or to repay amounts which were borrowed for the purpose of
purchasing such securities, only if the following conditions are met:

          (a) Such loan must  provide for  periodic  payments  over a definitely
     ascertainable term;

          (b) The only assets given as  collateral  for such loan may be, in the
     case of a loan to purchase Qualifying Employer Securities, those Qualifying
     Employer  Securities  purchased  with the proceeds of the loan,  and in the
     case of a loan  to  refinance  a prior  loan  used  to  acquire  Qualifying
     Employer Securities,  the Qualifying Employer Securities acquired with such
     prior loan;

          (c) The only Plan assets  available upon default to persons who loaned
     funds or who are  entitled  to  payments  under a loan from a  disqualified
     person are:

               (i) Qualifying  Employer  Securities  given pursuant to paragraph
               (b) above;

               (ii)  Contributions made to the Plan, other than contributions of
               Qualifying Employer Securities,  that are made for the purpose of
               meeting the Plan's obligations under the loan; and

               (iii) Earnings  attributable to amounts described in (i) and (ii)
               of this sentence;

          (d) Amounts  paid during a Plan Year in repayment of such loan may not
     exceed amounts contributed (during the current and prior Plan Years) to the
     Plan for the purpose of meeting the Plan's obligations under the loan, less
     total prior payments on the loan;

          (e) Amounts  contributed  to the Plan for the purpose of meeting  loan
     obligations  shall, prior to making payments under such loan, be segregated
     from the other  amounts held by the Plan and all earnings  thereon shall be
     allocated to such segregated account;

                                       31
<PAGE>
          (f) Upon default,  Plan assets shall be transferred to the lender,  in
     an amount which is necessary to make payments which are currently due under
     the payment  schedule of the loan,  without  acceleration of future amounts
     due thereon;

          (g)  Interest   charged  under  the  loan  must  be  reasonable  after
     considering  all relevant  factors such as the loan's  amount and duration,
     the amount of security provided the lender  (including any guarantee),  the
     credit standing of the Plan and prevailing interest rates;

          (h) Qualifying Employer Securities which are pledged as collateral for
     such loan must be released from encumbrance at the end of each Plan Year in
     an amount equal to the number of currently encumbered securities multiplied
     by a fraction, the numerator of which is the total payment of principal and
     interest  made during the Plan Year,  and the  denominator  of which is the
     total  payment of principal and interest made during the Plan Year plus the
     total  payment of principal  and interest due under the loan for all future
     Plan Years.  (If the  interest  rate under the loan is  variable  the above
     calculation  must be made using the interest rate which is applicable as of
     the end of the Plan Year in which such calculation is made.)  Securities of
     different classes must be released from encumbrance in equal percentages;

          (i) All Qualifying Employer Securities acquired with the proceeds of a
     loan from a "disqualified  person",  whether they are pledged as collateral
     for such loan or not,  shall be held in suspense in the  Unallocated  Stock
     Account  and shall be removed  from such  account and be  allocated  to the
     Employer  Accounts  of  Participants  at the end of each  Plan  Year to the
     extent  paragraph  (h) of this  Section  8.11  provides  for the release of
     encumbered securities. Income earned from securities held in suspense shall
     be  deemed to be the  income of the Plan and shall not be held in  suspense
     unless such income has been pledged as  collateral  for the loan.  Should a
     portion  of a  Participant's  Employer  Account  be  forfeited,  Qualifying
     Employer Securities held in suspense for such Participant  pursuant to this
     paragraph may only be forfeited after all other assets in the Participant's
     Employer Account are forfeited.

               ARTICLE IX - DUTIES AND AUTHORITY OF ADMINISTRATIVE
                                    COMMITTEE

9.1 Appointment.

This  Plan  shall  be  administered  by the  Administrative  Committee  as  Plan
Administrator.  The  Board  of  Directors  of the  Employer  shall  appoint  the
Administrative  Committee,  which shall  consist of at least two (2) persons who
shall signify in writing their acceptance of such appointment. Any member of the
Administrative  Committee may resign upon giving  written notice to the board of
directors of the Employer.  Each appointee  shall hold office at the pleasure of
the Board Of Directors.  Vacancies arising in the Administrative  Committee from
death,  resignation,  removal  or  otherwise,  shall be  filled  by the Board Of
Directors,   but  the  Administrative  Committee  may  act  notwithstanding  the
existence  of  vacancies  so  long  as  there  is at  least  one  member  of the
Administrative Committee who is a director.

At any time the  Board Of  Directors  of the  Employer  may  adopt a  resolution
abolishing the  Administrative  Committee and reserving all of the duties of the
Administrative  Committee to the Board of Directors.  Such  resolution  shall be
effective as soon as it is  communicated  in writing to both the  Administrative
Committee and Trustees,  or at any such subsequent effective date as is provided
in the resolution.  Whenever such a resolution is effective as to the Plan or in
the  event  an  Administrative   Committee  is  not  appointed,  the  term  Plan
Administrator  or Board  of  Directors  shall  be  deemed  to  replace  the term
"Administrative  Committee."  Such a resolution may be rescinded by the board of
directors and shall be effective as soon as it is communicated in writing to the
Trustees,  or  shall be  effective  at such  later  date as is  provided  in the
resolution.

9.2 No Discrimination.

The  Administrative  Committee shall not take any action nor direct the Trustees
to take any action that would result in benefiting  one  Participant or group of
Participants at the expense of another, or discriminating  between  Participants
similarly situated, or applying different rules to substantially similar sets of
facts.

                                       32
<PAGE>
9.3 Majority Action.

The Administrative Committee shall act by a majority (or by all members if there
be  only  one  or two  members)  of  the  number  of  members  constituting  the
Administrative  Committee  at the time of such  action,  and such  action may be
taken either by vote at a meeting or in writing without a meeting.

9.4 Powers.

Except as otherwise  provided in the Plan, the  Administrative  Committee  shall
have control of the  administration  of the Plan,  with all powers  necessary to
enable it to carry out its duties in that  respect.  Not in  limitation,  but in
amplification of the foregoing, the Administrative Committee shall have power to
interpret  or construe the Plan and to determine  all  questions  that may arise
hereunder as to the status and rights of Participants and others hereunder.  The
Administrative  Committee  may inspect  the records of the  Employer or Trustees
whenever such  inspection may be reasonably  necessary in order to determine any
fact pertinent to the performance of the duties of the Administrative Committee.
The  Administrative  Committee,  however,  shall  not be  required  to make such
inspection  but may, in good faith,  rely on any  statement  of the  Trustees or
Employer or any of its officers or Employees.

9.5 Filing Reports.

The  Administrative  Committee  shall  furnish,  or shall see that the  Employer
furnishes,  a summary of this Plan to all  Employees,  as required by applicable
Federal  law. The  Administrative  Committee  shall  furnish to the Trustees the
names  of  all  Employees  who  become   eligible  as   Participants,   and  the
Administrative Committee shall notify each Employee of his eligibility.

9.6 Records and Information.

The Administrative Committee shall keep a complete record of all its proceedings
and all data necessary for the administration of the Plan.

9.7 Information to Participants.

The  Administrative  Committee shall direct the maintenance of separate accounts
of the Participants.  It shall give each Participant,  at least once every year,
information as to the balance of his Employer Account.

9.8 Compensation of Members.

The members of the Administrative Committee shall serve without compensation for
their  services  as  such,  but  shall be  reimbursed  by the  Employer  for all
necessary  expenses  incurred in the discharge of their duties.  If the Employer
advises the Administrative  Committee in writing of its determination to make no
further contributions to the Plan, the expenses of the Administrative  Committee
shall  thereafter  be charged  against and paid out of the Trust Fund and a lien
for the payment  thereof  shall be impressed  upon the assets of the Trust to be
charged  proportionately  against  the  amount  standing  to the  credit of each
Participant.

                                       33
<PAGE>
9.9 Review of Participant's Claims.

In case the claim of any  Participant or Beneficiary for benefits under the Plan
is denied, the Administrative Committee shall provide adequate notice in writing
to such claimant, setting forth the specific reasons for such denial. The notice
shall be written in a -manner  calculated to be understood by the claimant.  The
Administrative Committee shall afford a Participant or Beneficiary,  whose claim
for  benefits  has been  denied,  sixty  (60) days from the date  notice of such
denial is  delivered or mailed in which to appeal the decision in writing to the
Administrative Committee. If the Participant or Beneficiary appeals the decision
in writing within sixty (60) days, the Administrative Committee shall review the
written  comments and any  submissions of the  Participant  or  Beneficiary  and
render its  decision  regarding  the appeal,  all within sixty (60) days of such
appeal.

9.10 Exercise of Stock Rights.

In the event that Qualifying Employer Securities held by the Plan include voting
stock,  or stock or other  securities  with any rights other than voting rights,
the Administrative  Committee shall name, as a Designated Fiduciary,  one of its
members,  or such other person as may consent thereto,  to exercise on behalf of
Participants,  voting or other stock or equity  rights with respect to the stock
contributed to the Plan. The Designated  Fiduciary shall notify each Participant
to whose account any  Qualifying  Employer  Security has been allocated at least
thirty (30) days prior to any  occasion on which such voting or other rights may
be exercised.  Such  notification  shall include all information  distributed to
shareholders  or holders of such other  equities by the Employer  regarding  the
exercise of such  voting or other  rights.  Such  notification  shall  contain a
procedure  under  which  each of such  Participants  shall be able to direct the
Designated  Fiduciary  in the  exercise  of the  voting,  or other  rights.  The
Designated Fiduciary shall be bound by the instructions of each Participant;  if
a Participant gives no instructions to the Designated Fiduciary,  the Designated
Fiduciary  shall not vote such  Participant's  stock or exercise such rights but
shall so notify the trustees to vote such stock or exercise such rights.

                  ARTICLE X - MODIFICATIONS FOR TOP HEAVY PLANS

10.1 Application of Article.

The provisions in this Article X shall take precedence over any other provisions
in the Plan with which they conflict.

10.2 Definitions.

     (a) Top Heavy Plans.

     This Plan shall  constitute  a Top Heavy Plan for a Plan Year if, as of the
     last day of the  preceding  Plan  Year (or in the case of the Plan  Year in
     which  occurs the  effective  date of this Plan,  the last day of such Plan
     Year): (i) the aggregate of the Employer  Accounts of Key Employees exceeds
     sixty  percent  (60%) of the  aggregate  of the  Employer  Accounts  of all
     Employees  under the Plan all  valued  as of the last day of the  preceding
     Plan Year (or in the case of the Plan Year in which  occurs  the  effective
     date of this Plan, the last day of such Plan Year);  or (ii) if the Plan is
     part of a Top Heavy Group.

                                       34
<PAGE>
     (b) Top Heavy Group.

     This Plan  shall be  deemed to be a part of a Top Heavy  Group if the Plans
     which  make up the group of which this Plan is  considered  a part are such
     that, when aggregated, the sum of:

          (i) The  present  value  of the  cumulative  accrued  benefits  of Key
          Employees under all defined benefit plans in the group; and

          (ii) The  cumulative  accrued  benefits  in the Plan  accounts  of Key
          Employees under all defined  contribution plans in the group,  exceeds
          sixty  percent  (60%) of the sum of such amounts for all Employees who
          participate in the Plans of such group.

     The group of Plans of which this Plan shall be considered a part includes:

          (i) All Plans of the Employer in which a Key Employee participates;

          (ii)  All  Plans  which   enable  a  Plan  in  which  a  Key  Employee
          participates  to meet the  qualification  requirements of Code Section
          401(a)(4) or Code Section 410; and

          (iii) All Plans  which the  Employer,  in its  discretion,  decides to
          include,  provided  that the inclusion of such Plan or Plans would not
          prevent the group of Plans from meeting the qualification requirements
          of Code Section 401(a)(4) and Code Section 410.

     (c) Key Employee.

     "Key Employee" means an Employee or former Employee (or his  Beneficiaries)
     who, at any time during the Plan Year or any of the preceding four (4) Plan
     Years, is any of the following:

          (i)  An  officer  of  the   Employer  if  such   individual's   annual
          Compensation  exceeded  fifty percent  (50%) of the dollar  limitation
          under Code Section 415(b)(1)(A).

          (ii) One of the ten (10)  Employees  owning (or  considered  as owning
          within the meaning of Code Section  318) the largest  interests in the
          Employer  if  such  individual's  Compensation  exceeded  one  hundred
          percent   (100%)  of  the  dollar   limitation   under  Code   Section
          415(c)(1)(A).

          (iii) A "five  percent  owner"  (5%) of the  Employer.  "Five  percent
          owner"  (5%)  means any person  who owns (or is  considered  as owning
          within the meaning of Code Section 318) more than five percent (5%) of
          the  outstanding  stock of the Employer or stock  possessing more than
          five percent (5%) of the total  combined  voting power of all stock of
          the Employer.

          (iv) A  "one  percent  owner"(1%)  of the  Employer  receiving  annual
          Compensation from the Employer of more than One Hundred Fifty Thousand
          Dollars ($150,000). "One percent (1%) owner" means any person who owns
          (or is  considered  as owning  within the meaning of Code Section 318)
          more than one percent (1%) of the outstanding stock of the Employer or
          stock  possessing  more than one  percent  (1%) of the total  combined
          voting power of all stock of the Employer.

                                       35
<PAGE>
     In  determining  percentage  ownership  hereunder,   Employers  that  would
     otherwise be aggregated  under Code Section 414(b),  (c), (m) and (o) shall
     be  treated as  separate  Employers.  However,  in  determining  whether an
     individual  receives  compensation  of more than One Hundred Fifty Thousand
     Dollars   ($150,000)   compensation  from  each  Employer  required  to  be
     aggregated under Code Section 414(b),  (c), (m) and (o) shall be taken into
     account.

     (d) Amounts Included for Computation Purposes.

     In  determining,  for the purposes of this Section  10.2,  the amount of an
     Employee's  accrued benefits and account balances,  there shall be included
     therein the present value of all distributions  made within a five (5) year
     period  ending  on  the  date  such   determination   is  made,   including
     distributions  from terminated Plans required to be considered  pursuant to
     Section 10.2(b).  Furthermore, the accrued benefits and account balances of
     any Employee  who is not a Key Employee for the Plan Year in question,  but
     was a Key  Employee  in any  previous  Plan  Year,  shall not be taken into
     consideration  in making any of the  computations  required in this Section
     10.2.  The accrued  benefit of any  individual  who has not  performed  any
     service for the  Employer  within the five year  period  ending on the date
     such  determination is made shall not be taken into account for purposes of
     Section 10.2. Except to the extent provided in regulations of the Secretary
     of the Treasury,  any rollover contributions (or similar transfers) made to
     the Plan after December 31, 1983 shall not be taken into  consideration  in
     making any of the computations required by this Section 10.2.

     (e) Non-Key Employee.

     A "Non-Key Employee" shall mean any Employee who is not a Key Employee.

     (f) Top Heavy Accrual.

     Solely  for the  purpose  of  determining  if the Plan,  or any other  Plan
     included in a Top Heavy Group of which this Plan is a part,  is  top-heavy,
     the accrued  benefit of a  Participant  other than a Key Employee  shall be
     determined under:

          (i) The method,  if any, that uniformly  applies for accrual  purposes
          under all Plans  maintained  by the Employer or by other members of an
          affiliated  service  group (under Code Section  414(m)),  a controlled
          group of corporations  (under Code Section 414(b)),  a group of trades
          or  businesses  under common  control  (under Code Section  414(c)) of
          which the  Employer  is a member and any other  entity  required to be
          aggregated  with the  Employer  pursuant  to  regulations  under  Code
          Section 414(o), or

          (ii) If there is no such method,  as if such benefit  accrued not more
          rapidly than the slowest  accrual rate permitted  under the fractional
          accrual rate of Code Section 411(b)(1)(C).

                                       36
<PAGE>
10.3 Accelerated Vesting.

Unless the Plan  provides for full and  immediate  vesting of Employer  Accounts
upon participation,  then for any Plan Year in which this Plan is deemed to be a
Top Heavy Plan, the vesting schedule  contained in Section 6.2 shall be modified
as follows:

         Total Years for Vesting
      (excluding Years of Service
           prior to effective                             Vested
           date of this Plan)                           Percentage
           ------------------                           ----------
              Less than 2                                    0%
                   2                                        20%
                   3                                        40%
                   4                                        60%
                   5                                        80%
               6 or more                                   100%

Should this Plan not be deemed to be a Top Heavy Plan after  previously being so
categorized,  the  vesting  schedule  contained  in Section  6.2 shall  again be
effective except that the vested percentage  attained by Participants  shall not
be reduced thereby and Participants  with three (3) or more Years of Service for
Vesting  shall have the right to select the vesting  schedule  under which their
vested Accrued Benefit will be determined.

10.4 Minimum Contributions.

For any Plan  Year in which  this Plan is  determined  to be a  Top-Heavy  Plan,
either: (i) a minimum Employer contribution shall be made, pursuant to this Plan
or another defined contribution plan maintained by the Employer,  to the account
of each non-Key  Employee  (except those who are separated from service with the
Employer at the end of the Plan Year); or (ii) a minimum  non-integrated benefit
must be provided to each non-Key  Employee  (except those who are separated from
service  with the  Employer at the end of the Plan Year),  pursuant to a defined
benefit plan maintained by the Employer.

For the  purposes  of the first  sentence  of this  Section  10.4,  the  minimum
Employer  contribution  provided to each non-Key  Employee (except those who are
separated  from  service with the Employer at the end of the Plan Year) shall be
equal  to  three  percent  (3%) of such  non-Key  Employee's  Compensation.  If,
however,   the  Employer   contribution,   under  this  and  any  other  defined
contribution  plan required to be included in the Top-Heavy Group and maintained
by the  Employer,  for any Key  Employee  for such Plan Year is less than  three
percent  (3%) of such Key  Employee's  total  Compensation  not in excess of Two
Hundred  Thousand  Dollars  ($200,000) (for Plan Years  beginning  before 1989),
then,  the  Employer  contribution  to each  Participant  (except  those who are
separated  from  service  with the  Employer  at the end of the Plan Year) shall
equal the amount which results from multiplying such Participant's  Compensation
times the highest  contribution rate of any Key Employee covered by the Plan and
shall include amounts elected to be deferred by the Key Employee  pursuant to an
Code Section 401(k) provision.

For the  purposes  of the first  sentence  of this  Section  10.4,  the  minimum
non-integrated benefit provided by the Employer to each non-Key Employee (except
those who are  separated  from  service with the Employer at the end of the Plan

                                       37
<PAGE>
Year) is an amount, which when expressed as an annual retirement benefit,  shall
be no less than two  percent  (2%) of such  non-Key  Employee's  average  annual
Compensation for his five (5) highest  consecutive years of service,  multiplied
by the  Employee's  years of service with the  Employer,  not to exceed ten (10)
years.  For the purposes of the  preceding  sentence,  years of service with the
Employer shall not include years of service completed during any Plan Year which
begins before January 1, 1984, or years of service  completed during a Plan Year
for which the Man is not a Top-Heavy  Plan.  For the  purposes  of this  Section
10.4,  the  minimum  benefit  provided  above shall be computed in the form of a
single life annuity, with no ancillary benefits,  beginning at Normal Retirement
Age.

For the purposes of this Article X,  "Compensation"  shall have the same meaning
as it does  throughout the Plan;  provided that it shall include such additional
compensation as is required to meet the requirements of Code Section 415(c)(3).

The minimum  allocation  required  pursuant to this  section  shall be made even
though,  under other Plan  provisions,  a  participant  would not  otherwise  be
entitled to receive an  allocation,  or would have received a lesser  allocation
for the  year  because  of such  participant's  failure  to  complete  a Year of
Service.

10.5 Limitation on Compensation Taken into Account Under Plan.

For any Plan Year prior to Plan Years beginning before January 1, 1989, in which
this  Plan is  deemed  to be a Top Heavy  Plan the  definition  of  Compensation
contained in Section 2.5 shall  exclude  amounts in excess of one hundred  fifty
thousand dollars ($150,000).

10.6 Modification of Defined Benefit and Defined Contribution Plan Fraction.

For any Plan  Year in which  the Plan is  deemed  to be a Top  Heavy  Plan,  the
denominators of the defined  benefit plan fraction and the defined  contribution
plan fraction  contained in Section  5.4(c) (if such Section is included in this
Plan)  shall  be  deemed  to  be  modified   by   substituting   1.0  for  1.25.
Notwithstanding  the  above,  if this Plan would not be deemed to be a Top Heavy
Plan if ninety percent (90%) were substituted for sixty percent (60%) in Section
10.2 and if the Employer  provides  benefits and/or makes  contributions  to the
Employer Accounts of non-Key Employees who participate in defined benefit and/or
defined contribution plans maintained by the Employer, in amounts at least equal
to that which would be required by Section 10.4 after  substituting four percent
(4%) for three percent (3%) in the second paragraph thereof, and by substituting
three percent (3%) for two percent (2%) in the third paragraph thereof, then the
reduction in the defined benefit plan fraction and the defined contribution plan
fraction as set forth in the preceding sentence, shall not be made.

                     ARTICLE XI - AMENDMENT AND TERMINATION

11.1 Rights to Suspend or Terminate Plan.

It is the present intention of the Employer to maintain this Plan throughout its
corporate existence. Nevertheless, the Employer reserves the right, at any time,
to discontinue  or terminate the Plan, to terminate the Employer's  liability to
make further contributions to this Plan, to suspend contributions for a fixed or
indeterminate  period of time.  In any event,  the  liability of the Employer to
make  contributions  to this Plan shall  automatically  terminate upon its legal
dissolution or termination, upon its adjudication as a bankrupt, upon the making
of a general  assignment  for the  benefit of  creditors,  or upon its merger or
consolidation with any other corporation or corporations.

                                       38
<PAGE>
11.2 Successor Corporation.

In the event of the termination of the liability of the Employer to make further
contributions to this Plan, the Employer's liability may be assumed by any other
corporation  or  organization   which  employs  a  substantial   number  of  the
Participants of this Plan. Such assumption of liability shall be expressed in an
agreement  between such other corporation or organization and the Trustees under
which such other  corporation or  organization  assumes the  liabilities of this
Trust with respect to the Participants employed by it.

11.3 Amendment.

To provide for contingencies which may require the clarification,  modification,
or amendment of this Plan, the Employer reserves the right to amend this Plan at
any time. The Employer,  however, shall not have the right to amend this Plan in
any way which would deprive any  Participant of the right to receive his Accrued
Benefits  under the Plan, or which would alter the basic purpose of the Plan, or
which would give the Employer any rights in the Trust Fund.

Each Participant  having at least three Years of Service for Vesting at the time
of the adoption of any amendment  changing any vesting  schedule  under the Plan
shall  have the right to elect at any time,  but no later than 60 days after the
later  of:  (a) the date the  amendment  is  adopted;  (b) the date on which the
amendment  is  effective;  or (c) the date on  which  the  Participant  is given
written notice the amendment,  to have his vested percentage  computed under the
Plan without regard to such amendment.

11.4 One Hundred Percent (100%) Vesting on Termination of Plan.

Upon  termination or partial  termination of the Plan and Trust by formal action
of the Employer or for any other  reason,  or if Employer  contributions  to the
Plan and Trust are permanently  discontinued  for any reason,  each  Participant
directly  affected by such action shall be one hundred  percent (100%) vested in
the amount  allocated to the accounts of each such  Participant,  and payment to
such Participant  shall be made in cash as soon as practicable after liquidation
of the assets of the Trust.

11.5 Plan Merger or Consolidation.

In the case of any merger or  consolidation  with,  or transfer of any assets or
liabilities  to, any other Plan' each  Participant in this Plan must be entitled
to receive (if the  surviving  Plan is then  terminated)  a benefit  immediately
after the merger,  consolidation,  or transfer which is equal to or greater than
the  benefit  he would have been  entitled  to  receive  immediately  before the
merger, consolidation, or transfer (if this Plan had terminated).

                           ARTICLE XII - MISCELLANEOUS

12.1 Laws of California to Apply.

The Plan provisions of this document shall be construed according to the laws of
the State of California, to the extent Federal laws do not control. The situs of
the Trust will be in the State of California.  Its validity,  construction,  and
all rights  under the Plan and Trust  shall be  governed  by ERISA  and,  to the
extent  not  preempted,  by the laws of  California.  If any  provisions  of the
Agreement are invalid or unenforceable,  the remaining  provisions thereof shall
continue to be fully effective.

                                       39
<PAGE>
12.2 Participant Cannot Transfer or Assign Benefits.

None of the benefits,  payments,  proceeds, claims, or rights of any Participant
hereunder shall be subject to any claim of any creditor of the Participant,  nor
shall any Participant have any right to transfer, assign, encumber, or otherwise
alienate,  any of the  benefits or proceeds  which a  Participant  may expect to
receive, contingently or otherwise under this Plan.

Notwithstanding any other provisions of this Section 12.2, the Trustees may make
distributions  pursuant to a qualified  domestic  relations order (as defined in
Code Section 414(p)), provided that the Plan Administrator has properly notified
the Participant and any alternate payee of the order and has determined that the
order is a qualified  domestic  relations  order. The Plan  Administrator  shall
adopt reasonable procedures to determine the qualified status of such orders and
to administer distributions thereunder.  Notwithstanding any restrictions on the
time of distribution which would otherwise apply under this Plan,  distributions
with  respect to a qualified  domestic  relations  order may be made at any time
required by the order.

12.3 Right to Perform Alternative Acts.

In the  event  it  becomes  impossible  for  the  Employer,  the  Administrative
Committee  or the  Trustees to perform any act  required by this Plan,  then the
Employer,  the  Administrative  Committee  or  the  Trustees  may  perform  such
alternative  act which most  clearly  carries out the intent and purpose of this
Plan.

12.4 Reversion of Contributions Under Certain Circumstances.

If this Plan is not  initially  approved and  qualified by the Internal  Revenue
Service as meeting the  requirements  of Code  Section 401 and Code Section 501,
the Employer may, at its election, either:

          (a)  Cause  the  Trustees  to  return  to  the  Employer  any  amounts
     previously  contributed by the Employer to the Trust and the  Participants,
     if any amounts have been contributed by them, and immediately terminate the
     Plan; or

          (b) Effect such  amendments to the Plan as are necessary to obtain the
     approval and qualification of the Plan by the Internal Revenue Service.

All  contributions  made pursuant to Article IV are conditioned on deductibility
of such  contributions  under Code Section 404. To the extent that the deduction
under Code Section 404 for any year is  disallowed,  the  contribution  shall be
returned  to  the  Employer  within  one  (1)  year  after  disallowance  of the
deduction.

If a contribution is made by an Employer by a mistake of fact, the  contribution
may be  returned  to the  Employer  within one (1) year after the payment of the
contribution.

Notwithstanding  the  above,  earnings  attributable  to  amounts  described  in
paragraphs  two and three of this  Section  12.4  shall not be  returned  to the
Employer; losses attributable to such amounts shall reduce the amount returned.

12.5 Plan Administrator Agent for Service of Process.

The Plan  Administrator  is designated agent to receive service of legal process
on behalf of the Plan.

                                       40
<PAGE>
12.6 Filing Tax Returns and Reports.

If the  Trustees are not a corporate  fiduciary,  the Plan  Administrator  shall
prepare,  or cause to have  prepared,  all tax  returns,  reports,  and  related
documents,  except as otherwise specifically provided in this Plan or unless the
Administrative  Committee  provides to the contrary in the manner  prescribed in
Section 8.4.

12.7 Indemnification.

The  Employer  agrees to  indemnify  all  Employees  who serve as members of the
Administrative  Committee or who serve as Trustee against all liability  arising
in connection with their duties under the Plan, except that this indemnification
shall not  include  acts of  embezzlement,  or  diversion  of Trust Funds by the
Employee, nor shall it include acts of gross negligence.

The Employer  shall  indemnify  and hold  harmless the  Trustees,  its officers,
Employees,  agents,  successors and assigns  against all  liabilities,  demands,
claims, actions, losses, taxes, expenses (including reasonable attorney's fees),
both  direct and  indirect,  arising  out of (1) acts or  omissions  to act with
respect to the Plan by persons unrelated to the Trustees ("unrelated  persons"),
(2) the  Trustee's  action or inaction with respect to the Plan  resulting  from
reliance on the actions or inaction of unrelated persons,  including  directions
to  invest  or  otherwise  deal with Plan  assets,  or (3) any  violation  by an
unrelated persons of the provisions of ERISA or the regulations thereunder.  The
foregoing  indemnity shall not apply if the actions or omissions of the Trustees
result from the Trustees' willful misconduct or gross negligence.

12.8 Number and Gender.

When  appropriate the singular as used in this Plan shall include the plural and
vice versa; and the masculine shall include the feminine.

12.9 Military Service.

Notwithstanding  any  provision  of this  Plan to the  contrary,  contributions,
benefits and Service credit with respect to qualified  military  service will be
provided  in  accordance  with  Section  414(u) of the  Internal  Revenue  Code.
Therefore,  as of the  effective  date of this Plan or such later date as may be
applicable  to  this  Plan  under  Section  8(h)(2)  of the  Uniformed  Services
Employment And Reemployment  Rights Act of 1994 (USERRA),  an Employee,  who was
absent from the  Employee's  position of  employment by reason of service in the
uniformed  services  and who is  reemployed,  as these terms are used in USERRA,
shall be  treated as not having  incurred a break in service  with the  Employer
maintaining  the Plan by reason of such person's period or periods of service in
the uniformed services. Each period served by a person in the uniformed services
shall, upon reemployment  under USERRA, be deemed to constitute service with the
Employer   maintaining   the   Plan  for  the   purpose   of   determining   the
nonforfeitability  of the  person's  Accrued  Benefit  and  for the  purpose  of
determining  the accrual of benefits under the Plan, all to the extent  required
by and as provided under USERRA.

                           ARTICLE XIII - EXEMPT LOANS

13.1 Use of Proceeds.

The proceeds of an Exempt Loan must be used within a reasonable time after their
receipt by the Plan only for any or all of the following purposes:

                                       41
<PAGE>
          (a) To acquire Qualifying Employer Securities;

          (b) To repay such Exempt Loan;

          (c) To repay a prior Exempt Loan.

If the  proceeds of a loan are used to repay an Exempt  Loan,  the new loan must
constitute an Exempt Loan.

13.2 Interest Rate.

The interest rate of any loan to the Plan, including an Exempt Loan, must not be
in excess of a reasonable rate of interest. All other factors will be considered
in determining a reasonable rate of interest,  including the amount and duration
of the loan, the security and guaranty (if any) involved, the credit standing of
the Plan and the  guarantor  (if any),  and the  interest  rate  prevailing  for
comparable loans, including a variable interest rate if reasonable.

13.3 Non-recourse.

An Exempt Loan must be without recourse against the Plan. The only assets of the
Plan that may be given as collateral on an Exempt Loan are  Qualifying  Employer
Securities which were either: (i) acquired with the proceeds of the Exempt Loan;
or (ii) were used as  collateral on a prior Exempt Loan repaid with the proceeds
of the current Exempt Loan. No person  entitled to payment under the Exempt Loan
shall have any right to assets of the Plan other than:

          (a) Collateral given for the Exempt Loan;

          (b)  Contributions  (other than  contributions of Qualifying  Employer
     Securities)  that are made  under the Plan to meet the  obligations  of the
     Exempt Loan; and

          (c) Earnings  attributable  to such  collateral  and the investment of
     such contributions

13.4 Limitations on Payments.

Payments made with respect to an Exempt Loan by the Plan during a Plan Year must
not  exceed  an  amount  equal  to the sum of such  contributions  and  earnings
received  during  or prior to the Plan Year less  such  payments  in prior  Plan
Years. Such  contributions and earnings shall be accounted for separately by the
Employer in the books of account of the Plan until the Exempt Loan is repaid.

13.5 Forfeiture of Qualifying Employer Securities.

All Qualifying  Employer  Securities acquired with the proceeds of a loan from a
"disqualified  person",  whether they are pledged as collateral for such loan or
not, shall be held in a suspense  account and shall be removed from such account

                                       42
<PAGE>
and be  allocated to the Employer  Accounts of  Participants  at the end of each
Plan Year to the extent  paragraph  (h) of Section 8.11 provides for the release
of encumbered  securities.  Income earned from securities held in suspense shall
be deemed to be the income of the Plan and shall not be held in suspense  unless
such income has been pledged as collateral  for the loan.  Should a portion of a
Participant's Employer Account be forfeited, Qualifying Employer Securities held
in  suspense  for  such  Participant  pursuant  to this  paragraph  may  only be
forfeited  after all other  assets in the  Participant's  Employer  Account  are
forfeited. If interests in more than one class of Qualifying Employer Securities
have been allocated to the Participant's  Employer Account, the Participant must
be treated as  forfeiting  the same  proportion of each such class of Qualifying
Employer Securities.

13.6 Limitation on Future Obligation.

The Plan shall not obligate  itself to acquire  Qualifying  Employer  Securities
from a particular  security  holder at an indefinite  time  determined  upon the
happening of an event such as the death of the security  holder.  However,  this
shall not  prevent  the Plan from  providing  for the  issuance  of  options  in
accordance with Treasury Regulation Sections  54.4975-7(b)(10),  (11), and (12).
In the  event  of  default  upon an  Exempt  Loan,  the  value  of  Plan  assets
transferred  in  satisfaction  of the  Exempt  Loan may not exceed the amount of
default.  If the lender is a  disqualified  person (as  defined in Code  Section
4975(e)(2)),  the Exempt  Loan must  provide  for a transfer of Plan assets upon
default  only  upon and to the  extent  of the  failure  of the Plan to meet the
payment  schedule of the Exempt Loan.  For purposes of this  Section  13.6,  the
making of a guaranty does not make a person a lender.

               ARTICLE XIV - LIMITATIONS ON MATCHING CONTRIBUTIONS

14.1. Percentage Limitation on Matching Contributions.

Notwithstanding  anything in the Plan to the contrary,  for each Plan Year,  the
Average  Contribution  Percentage of Participants  must satisfy either the basic
limitation or the alternative limitation stated in this Article. For purposes of
this Article:

          (a) "Actual Deferral  Percentage"  shall mean the ratio (calculated to
     the  nearest   one-hundredth   of  one  percent)  for  a  Plan  Year  of  a
     Participant's elective deferral contributions determined in accordance with
     rules under any cash or deferred arrangement maintained by the Employer.

          (b)  Average  Actual  Deferral   Percentage  shall  mean  the  average
     (expressed  as a  percentage)  of the Actual  Deferral  Percentages  of the
     Participants in a group  determined in accordance with rules under any cash
     or deferred arrangement maintained by the Employer.

          (c) "Average Contribution Percentage(s)" shall mean the average of the
     Contribution Percentages of the eligible Participants in a group.

          (d) "Contribution  Percentage" shall mean the ratio for a Plan Year of
     a Participant's  Matching  Contributions  and any other  contributions  the
     Employer  elects  to  take  into  account  in  computing  the  Contribution
     Percentage  to the  Participant's  Compensation  for  the  Plan  Year.  The
     Contribution  Percentage of a Participant who has no Matching Contributions
     made on his or her behalf and for whom the Employer elects to take no other
     contributions into account shall be zero (0). A Participant's  Contribution
     Percentage shall be computed according to the following rules:

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<PAGE>
               (i) Matching Contributions made on the Participant's behalf shall
               be taken  into  account  for a Plan Year  only if those  Matching
               Contributions are allocated to the  Participant's  Account during
               that Plan Year and paid to the Trust no later than the end of the
               twelfth (12th) month following the end of the Plan Year.

               (ii) As to a  Highly  Compensated  Employee  who is  eligible  to
               participate  in two (2) or more  plans  of an  Employer  to which
               Matching  Contributions  are made (other  than an employee  stock
               ownership plan as defined in Code section  4975(e)(7)),  all such
               contributions made on behalf of that Highly Compensated  Employee
               must be  aggregated  for  purposes  of  determining  that  Highly
               Compensated Employee's Contribution Percentage.

               (iii) If the  Employer  maintains  two (2) or more plans that are
               subject to the  requirements  of Code section  401(m),  and those
               plans are considered as one (1) plan for purposes of Code section
               401(a)(4) or section 410(b),  all those plans shall be aggregated
               and  treated  as one (1) plan for  purposes  of  determining  the
               Contribution Percentage of a Participant.

          (e) "Excess Aggregate  Contributions" shall mean, as to any Plan Year,
     the excess of:

               (i) The aggregate amount of the Matching Contributions  allocated
               to a Highly Compensated Employee for a Plan Year, over

               (ii)  The  maximum  amount  of  such  contributions  that  may be
               allocated to the Highly  Compensated  Employee without  violating
               the limitations stated in Article 5 and this Article. The maximum
               amount that may be  allocated  to a Highly  Compensated  Employee
               shall be determined by ranking  Highly  Compensated  Employees by
               Contribution Percentage in descending order and then reducing the
               Matching   Contributions   from  the   Accounts   of  the  Highly
               Compensated  Employees  starting  with the  highest  Contribution
               Percentage to the extent required to:

                    (a)  Enable the Plan to satisfy  the  limitations  stated in
                    Article 5 and this Article, or

                    (b) Cause that Highly  Compensated  Employee's  Contribution
                    Percentage  to  equal  the  Contribution  Percentage  of the
                    Highly   Compensated   Employee   with  the   next   highest
                    Contribution Percentage.

          This  process  shall  be  repeated   until  the  Plan   satisfies  the
     limitations stated in Article 5 and this Article.

          In no event shall the amount of Excess Aggregate  Contributions exceed
     the amount of Matching Contributions made on behalf of a Highly Compensated
     Employee for a Plan Year.

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<PAGE>
         (f) "Matching  Contribution"  shall mean any  contribution  to the Plan
      designated  as such by the Employer  which  matches,  in whole or in part,
      elective  deferral  contributions  made on behalf of an Employee under any
      cash or deferred arrangement maintained by the Employer.

14.2. Basic Limitation.

The Average  Contribution  Percentage  of Highly  Compensated  Employees who are
eligible to  participate  in the Plan (whether or not those  Employees  elect to
make elective deferrals under any cash or deferred arrangement maintained by the
Employer) shall not exceed for the Plan Year the Average Contribution Percentage
of  Nonhighly-Compensated  Employees who are eligible to participate in the Plan
(whether or not those Employees elect to make elective  deferrals under any cash
or deferred arrangement maintained by the Employer) for the Plan Year multiplied
by 1.25.

14.3. Alternative Limitation.

The Average  Contribution  Percentage  of Highly  Compensated  Employees who are
eligible to  participate  in the Plan (whether or not those  Employees  elect to
make elective deferrals under any cash or deferred arrangement maintained by the
Employer)  shall not exceed the Average  Contribution  Percentage  of  Nonhighly
Compensated  Employees who are eligible to  participate  in the Plan (whether or
not those Employees elect to make elective  deferrals under any cash or deferred
arrangement  maintained by the  Employer)  for the Plan Year  multiplied by 2.0,
provided  that  the  Average  Contribution   Percentage  of  Highly  Compensated
Employees shall not exceed the Average Actual  Deferral  Percentage of Nonhighly
Compensated Employees by more than two (2) percentage points.

14.4. Multiple Use Limitation.

If both the Average Actual Deferral percentage test and the Average Contribution
Percentage test do not satisfy the basic limitation  stated above, and if one or
more  Highly  Compensated   Employees  are  eligible  to  have  Salary  Deferral
Contributions  made  on  their  behalf  in  any  cash  or  deferred  arrangement
maintained  by the Employer  and to have  Matching  Contributions  made on their
behalf  under this  Plan,  then the sum of the Actual  Deferral  Percentages  of
Highly  Compensated  Employees plus the sum of the  Contribution  Percentages of
Highly Compensated Employees shall not exceed the greater of:

          (a) The sum of:

                    (i)  1.25  times  the   greater   of  the  Actual   Deferral
                    Percentages     or      Contribution      Percentages     of
                    Nonhighly-Compensated Employees, plus

                    (ii) Two (2) percentage points plus the lesser of the Actual
                    Deferral   Percentages   or   Contribution   Percentages  of
                    Nonhighly Compensated Employees; or

          (b) The sum of:

                    (i) 1.25 times the lesser of the Actual Deferral Percentages
                    or   Contribution   Percentages   of   Nonhighly-Compensated
                    Employees, plus

                    (ii)  Two (2)  percentage  points  plus the  greater  of the
                    Actual Deferral  Percentages or Contribution  Percentages of
                    Nonhighly Compensated Employees.

If the multiple use  limitation  stated  above is exceeded,  the  Administrative
Committee  shall  determine  the maximum  percentage  to be used in place of the
calculated  percentage  for all Highly  Compensated  Employees that would reduce
either or both the Actual Deferral Percentage or Contribution Percentage for the
Highly Compensated Employees to satisfy the multiple use limitation.  Any excess
shall  be  handled  in the same  manner  that  Excess  Contributions  or  Excess
Aggregate Contributions are handled.

                                       45
<PAGE>
14.5. Correction of Average Contribution Percentage Test.

The  Administrator  shall  determine  the  Excess  Aggregate   Contributions  in
accordance with paragraph 14.1 and either

          (a) Cause those amounts, along with the income or loss attributable to
     those amounts, to be forfeited,  if not vested under the terms of the Plan,
     or, if vested, distributed no later than the last day of the Plan Year;

          (b) Contribute an additional  discretionary  Matching  Contribution on
     behalf of each Participant who is a Nonhighly  Compensated Employee so that
     the limitations in this Article 14 are met;

          (c) Cause the Excess Aggregate  Contribution  amounts,  along with the
     income or loss  attributable  to those  amounts,  to be  reallocated to the
     accounts of Nonhighly  Compensated Employees having the lowest Contribution
     Percentage for the Plan Year so that the limitations in this Article 14 are
     met; or

          (d) Use any combination of (a), (b) and (c) to satisfy the limitations
     in this Article 14. Any  forfeiture  or  distribution  shall be made on the
     basis  of  the  respective  portion  of  the  amount  of  Excess  Aggregate
     Contributions  attributable  to  each  Highly  Compensated  Employee  whose
     Matching  Contributions  Account  received an allocation  for the preceding
     Plan Year.

14.6. Calculation of Income.

The  income  or loss  allocable  to  Excess  Aggregate  Contributions  shall  be
calculated in accordance with the method used by the Plan for allocating  income
to  Participants'  Accounts  generally.  That method  shall be  reasonable,  not
violate Code section 401(a)(4),  be applied  consistently to the Accounts of all
Participants,  and be used for  corrective  distributions  under the  Plan.  The
income or loss allocable to Excess Aggregate Contributions shall not include the
income or loss for the period  between the end of the taxable  year and the date
of distribution.

14.7. Deadline for Distribution.

Excess  Aggregate  Contributions  and income  allocable to those Excess Year for
which  those  Excess  Aggregate   Contributions   were  made.  Excess  Aggregate
Contributions shall be distributed from the Participant's  Matching Contribution
Account.

14.8. Treatment as Annual Additions.

Excess  Aggregate  Contributions  shall be  treated  as Annual  Additions  under
Article 5.

14.9. Compliance with Treasury Regulations.

The Plan shall  satisfy  the  requirements  of Code  section  401(m)(2)  and the
regulations under that section;  those  requirements are hereby  incorporated by
reference.

                                       46
<PAGE>
IN WITNESS  WHEREOF,  the parties have executed this  agreement this 18th day of
November, 1999.

WITNESS                                  EMPLOYER
-------                                  --------

                                         MCB FINANCIAL CORPORATION

Nancy Boatright                          /s/ Charles 0. Hall
                                         ---------------------------------------
                                         President


WITNESS                                  TRUSTEE
-------                                  -------

                                         /s/ Charles 0. Hall
                                         ---------------------------------------

                                         /s/ Timothy J.. Jorstad
                                         ---------------------------------------

                                         /s/ Gary T. Ragghianti
                                         ---------------------------------------

                                       47