Green Mountain Coffee, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN


                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
SECTION 1..................................................................   1
         Background of Plan................................................   1
                  1.1      History and Purpose.............................   1
                  1.2      Effective Date; Plan Year.......................   1
                  1.3      Trustee; Trust Agreement........................   1
                  1.4      Plan Administration.............................   2
                  1.5      Employers.......................................   2
                  1.6      Predecessor Plans...............................   2
                  1.7      Plan Supplements................................   3

SECTION 2..................................................................   4
         Eligibility and Participation.....................................   4
                  2.1      Eligibility to Participate......................   4
                  2.2      Participation Not Guarantee of Employment.......   5
                  2.3      Leased Employees................................   5
                  2.4      Military Service................................   5
                  2.5      Omission of Eligible Employee...................   6
                  2.6      Inclusion of Ineligible Employee................   6

SECTION 3..................................................................   7
         Service and Compensation..........................................   7
                  3.1      Years of Service................................   7
                  3.2      Hour of Service.................................   8
                  3.3      One Year Break in Service.......................   9
                  3.4      Compensation....................................   9

SECTION 4..................................................................   1
         Employer Contributions............................................   1
                  4.1      Employer Contributions..........................   1
                  4.2      Due Date for Employer Contributions.............   1
                  4.3      Payment of Acquisition Loans; Employer
                           Loan Contributions..............................  11
                  4.4      Individual Employer's Share of Employer
                           Contributions; Limitations on Employers'
                           Contributions...................................  12

SECTION 5..................................................................  13
         Company Stock; Acquisition Loans..................................  13
                  5.1      Company Stock...................................  13
                  5.2      Acquisition Loans...............................  13

SECTION 6..................................................................  14
         Investment of Employer Contributions..............................  14
                  6.1      ESOP Stock Account Investments in Company Stock.  14
                  6.2      Diversification of Investments in Company Stock.  14

SECTION 7..................................................................  16
         Accounting........................................................  16
                  7.1      Participants' Accounts..........................  16
                  7.2      Unreleased Share Account........................  16
                  7.3      Accounting Dates; Special Accounting Dates;
                           Accounting Period...............................  17
                  7.4      Transfer of Shares From Unreleased Share
                           Account to Participants' ESOP Stock Accounts....  17
                  7.5      Adjustment of Participants' Accounts............  18
                  7.6      Dividends on Company Stock......................  19
                  7.7      Investment of Cash in Trust.....................  21
                  7.8      Fair Market Value of Company Stock..............  21
                  7.9      Stock Dividends, Stock Splits and Capital
                           Reorganizations Affecting ESOP Shares...........  21
                  7.10     ESOP Share Records..............................  22
                  7.11     Statement of Accounts...........................  22
                  7.12     Multiple Acquisition Loans......................  22
                  7.13     Allocation of Proceeds from Sale or Liquidation.  22

SECTION 8..................................................................  24
         Contribution and Benefit Limitations..............................  24
                  8.1      Contribution Limitations........................  24
                  8.2      Combining of Plans..............................  25
                  8.3      Highly Compensated Participant..................  25

SECTION 9..................................................................  27
         Period of Participation...........................................  27
                  9.1      Settlement Date.................................  27
                  9.2      Restricted Participation........................  28

SECTION 10.................................................................  29
         Vesting in Benefits; Forfeitures; Reinstatements..................  29
                  10.1     Fully Vested Benefits...........................  29
                  10.2     Partially Vested Benefits.......................  29
                  10.3     Forfeiture Accounts and Forfeitures.............  30
                  10.4     Reinstatement...................................  30

SECTION 11.................................................................  31
         Distributions Following Settlement Date...........................  31
                  11.1     Manner of Distribution..........................  31
                  11.2     Determination of Account Balances...............  31
                  11.3     Reinvestment of ESOP Stock Account..............  32
                  11.4     Timing of Distributions.........................  32
                  11.5     Direct Rollovers................................  34
                  11.6     Immediate Distributions to Alternate Payees.....  36
                  11.7     Designation of Beneficiary......................  36
                  11.8     Missing Participants or Beneficiaries...........  38
                  11.9     Facility of Payment.............................  39
                  11.10    In-Service Withdrawal...........................  39

SECTION 12.................................................................  40
         Rights, Restrictions, and Options on Company Stock................  40
                  12.1     Right of First Refusal..........................  40
                  12.2     Put Option......................................  41
                  12.3     Share Legend....................................  42
                  12.4     Nonterminable Rights............................  42

SECTION 13.................................................................  43
         Voting and Tendering of Company Stock.............................  43

SECTION 14.................................................................  45
         General Provisions................................................  45
                  14.1     Interests Not Transferable......................  45
                  14.2     Absence of Guaranty.............................  45
                  14.3     Employment Rights...............................  45
                  14.4     Litigation by Participants or other Persons.....  45
                  14.5     Evidence........................................  46
                  14.6     Waiver of Notice................................  46
                  14.7     Controlling Law.................................  46
                  14.8     Statutory References............................  46
                  14.9     Severability....................................  46
                  14.10    Additional Employers............................  46
                  14.11    Action By Employers.............................  47
                  14.12    Gender and Number...............................  47
                  14.13    Examination of Documents........................  47
                  14.14    Fiduciary Responsibilities......................  47
                  14.15    Indemnification.................................  47
                  14.16    Automated Voice Response Systems, Computer
                           Systems.........................................  48

SECTION 15.................................................................  49
         Restrictions as to Reversion of Trust Assets to the Employers.....  49

SECTION 16.................................................................  51
         Amendment and Termination.........................................  51
                  16.1     Amendment.......................................  51
                  16.2     Termination.....................................  51
                  16.3     Nonforfeitability and Distribution on
                           Termination.....................................  52
                  16.4     Notice of Termination...........................  52
                  16.5     Plan Merger, Consolidation, Etc.................  53

SECTION 17.................................................................  54
         Administration....................................................  54
                  17.1     The Administrator...............................  54
                  17.2     The Administrator's General Powers,
                           Rights, and Duties..............................  54
                  17.3     Interested Administrator Member.................  56
                  17.4     Administrator Expenses..........................  56
                  17.5     Uniform Rules...................................  56
                  17.6     Information Required by the Administrator.......  56
                  17.7     Review of Benefit Determinations................  56
                  17.8     Administrator's Decision Final..................  57
                  17.9     Denial Procedure and Appeal Process.............  57
                  17.10    Powers and Responsibilities of the Company......  58

SECTION 18.................................................................  59
         Special Rules Applicable When Plan is Top-Heavy...................  59
                  18.1     Purpose and Effect..............................  59
                  18.2     Top-Heavy Plan..................................  59
                  18.3     Key Employee....................................  60
                  18.4     Aggregated Plans................................  61
                  18.5     Minimum Vesting.................................  61
                  18.6     Minimum Employer Contribution...................  62
                  18.7     Coordination of Benefits........................  62


<PAGE>


                           GREEN MOUNTAIN COFFEE, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN


         SECTION 1     Background of Plan


1.1      History and Purpose

                  Green  Mountain  Coffee,  Inc.,  a Delaware  corporation  (the
"Company")  established the Green Mountain Coffee, Inc. Employee Stock Ownership
Plan (the "Plan")  effective as of January 1, 2000 to enable eligible  employees
to acquire stock  ownership  interests in the Company by investing  primarily in
Company  Stock (as  defined in  subsection  5.1).  The Plan is intended to be an
employee stock  ownership  plan within the meaning of section  4975(e)(7) of the
Internal Revenue Code of 1986, as amended (the "Code") and is intended to enable
eligible  employees to acquire  stock  ownership  interests  in the Company,  by
investing  primarily in Company Stock.  The Plan is  specifically  permitted and
designed to invest up to 100% of its assets in Company Stock.


1.2      Effective Date; Plan Year

                  The  Effective  Date  of the  Plan is  January  1,  2000  (the
"Effective  Date").  The Plan will be  administered  on the basis of a plan year
(the "Plan Year") which shall be the twelve-month  period beginning each January
1 and ending the following December 31.


1.3      Trustee; Trust Agreement

                  Amounts  contributed  under  the Plan  are held and  invested,
until distributed by the trustee (the "Trustee") appointed by the Company acting
by its Board of Directors.  The Trustee acts in  accordance  with the terms of a
trust  agreement  between the Company and the Trustee,  which trust agreement is
known as the Green Mountain  Coffee,  Inc.  Employee Stock  Ownership Trust (the
"Trust").  The Trust  implements and forms a part of the Plan. The provisions of
and  benefits  under the Plan are  subject  to the terms and  provisions  of the
Trust.


1.4      Plan Administration

                  The Plan is  administered  by a plan  committee  consisting of
three or more persons appointed by the Company to perform  administrative  tasks
(the  "Administrator")  as  described  in Section  17.  Any  notice or  document
required to be given to or filed with the  Administrator  will be properly given
or filed if delivered  or mailed,  by  registered  or  certified  mail,  postage
prepaid,  to the  Administrator,  in  care  of  the  Company  at  its  corporate
headquarters.  The Company  shall  designate an individual or entity to serve as
the Named  Fiduciary  (as  defined in Section  402(a)(2)  of ERISA) of the Plan,
subject to Section 13(b) of the Plan.


1.5      Employers

                  Any Controlled Group Member described in subparagraph (a), (b)
or (c) of this  subsection  with  respect to the Company may adopt the Plan with
the Company's  consent.  The Company,  Green Mountain Coffee  Roasters,  Inc., a
Vermont corporaiton,  and any such other Controlled Group Members that adopt the
Plan are  referred  to  below  collectively  as the  "Employers"  and  sometimes
individually as an "Employer." A "Controlled Group Member" means:

                  (a)      any  corporation  that  is not an  Employer  but is a
                           member of a controlled group of corporations  (within
                           the   meaning  of   Section   1563(a)  of  the  Code,
                           determined without regard to Sections  1563(a)(4) and
                           1563(e)(3)(C) thereof) that contains the Company;

                  (b)      any  trade or  business (whether or not incorporated)
                           that is not an  Employer  but is under common control
                           with  the  Company (within  the  meaning  of  Section
                          414(c) of the Code); or

                  (c)      any entity that is affiliated with the  Company under
                           Section 414(m) of the Code.


1.6      Predecessor Plans

                  Any other  qualified  profit  sharing,  stock bonus,  or money
purchase  pension plan qualified under Section 401(a) of the Code and maintained
by an  Employer  may,  with the  consent of the  Company,  be merged  into,  and
continued in the form of, the Plan.  Any such plan merged into, and continued in
the form of this Plan shall be  referred  to as a  "Predecessor  Plan."  Special
provisions  relating  to  Participants  in the Plan who were  Participants  in a
Predecessor Plan shall be set forth in one or more supplements to the Plan.


1.7      Plan Supplements

                  The  provisions of the Plan may be modified by  supplements to
the Plan. The terms and provisions of each supplement are a part of the Plan and
supersede  the  provisions  of the Plan to the  extent  necessary  to  eliminate
inconsistencies between the Plan and such supplement.

         SECTION 2     Eligibility and Participation


2.1      Eligibility to Participate

                  (a)      Subject to the terms and conditions of  subparagraphs
                           (a)(i), (ii) and (iii) below and subsection (b), each
                           employee  who  is  employed  by an  Employer  on  the
                           Effective  Date and has attained age 21, shall become
                           a  "Participant"  in the Plan on the Effective  Date.
                           Each other  employee will become a  "Participant"  in
                           the Plan on the  "Entry  Date,"  which is  January 1,
                           April 1, July 1, and  October  1 of each  Plan  Year,
                           coincident  with or next  following the date on which
                           the employee has attained age 21, provided he is not:

                           (i)      a member of a group or class of employees of
                                    an Employer  whose terms and  conditions  of
                                    employment   are  covered  by  a  collective
                                    bargaining    agreement,    provided    that
                                    retirement benefits were the subject of good
                                    faith  bargaining  between an Employer and a
                                    collective bargaining representative;

                           (ii)     a Leased  Employee (as defined in subsection
                                    2.3);

                           (iii)    an   employee  classified  as  a   temporary
                                    employee, as defined by  the Employer and in
                                    accordance   with  the   Employer's  payroll
                                    practices; or

                           (iv)     an employee who is a nonresident alien.

                  (b)      For all  purposes of the Plan, an individual shall be
                           an  "employee"  of or be  "employed"  by a Controlled
                           Group   Member  for  any  Plan   Year  only  if  such
                           individual is treated by the Controlled  Group Member
                           as  an employee for  purposes of employment taxes and
                           wage  withholding for  federal  income  taxes.  If an
                           individual is not considered to be an "employee" of a
                           Controlled  Group   Member  in  accordance  with  the
                           preceding  sentence for a  Plan  Year,  a  subsequent
                           determination  by  the  Controlled  Group Member, any
                           governmental agency or court that the individual is a
                           common law employee of the  Controlled  Group Member,
                           even  if such  determination  is  applicable to prior
                           years,  will   not  have  a  retroactive  effect  for
                           purposes of eligibility to participate in the Plan.

                  (c)      Any  Participant  who terminates  employment,  but is
                           reemployed by an Employer before incurring a One Year
                           Break in  Service  (as  defined in  subsection  3.3),
                           shall continue to participate in the Plan in the same
                           manner  as if  such  termination  had  not  occurred,
                           effective  as  of  the  date  of  reemployment.   Any
                           participant   who  terminates   employment,   but  is
                           reemployed by an Employer after  incurring a One Year
                           Break in Service  shall become a  participant  in the
                           Plan on the Entry date  succeeding his or her date of
                           rehire.


2.2      Participation Not Guarantee of Employment

                  Participation  in the Plan does not  constitute a guarantee or
contract of  employment  and will not give any employee the right to be retained
in the employ of the  Employers or Related  Companies  nor any right or claim to
any  benefit  under  the  terms  of the Plan  unless  such  right  or claim  has
specifically accrued under the terms of the Plan.


2.3      Leased Employees

                  A "Leased  Employee"  means any person defined in Code Section
414(n),  which includes any person who is not an employee of a Controlled  Group
Member,  but who has  provided  services to a  Controlled  Group  Member,  which
services are performed under the primary  direction or control of the Controlled
Group Member,  on a  substantially  full-time basis for a period of at least one
year, pursuant to an agreement between the Controlled Group Member and a leasing
organization.  If a Leased Employee is subsequently employed by an Employer, the
period during which a Leased Employee  performs  services for a Controlled Group
Member shall be taken into account for purposes of subsection 3.1 of the Plan.


2.4      Military Service

                  Notwithstanding  any  provision of this Plan to the  contrary,
contributions,  benefits and service  credit with respect to qualified  military
service will be provided in accordance with Code Section  414(u).  A Participant
returning from employment after serving in the uniformed  services is treated as
not having  incurred a One Year Break In Service (as defined in subsection  3.3)
during the period of qualified military service,  as defined herein. Each period
of qualified  military  service is considered  under the Plan to be service with
the Employer for the purposes of:

                  (a)      determining      the   nonforfeitability     of   the
                           Participant's Account  balances, in  accordance  with
                           the provisions of Section 10 of the Plan; and

                  (b)      determining  the  Participant's  benefit  allocations
                           under Section 4.


2.5      Omission of Eligible Employee

                  If, in any Plan Year, any employee who should be included as a
Participant in the Plan is erroneously  omitted,  and discovery of such omission
is not made until after a  contribution  by the  Employer  for the Plan Year has
been made, the Employer shall make a subsequent contribution with respect to the
omitted employee in the amount which the Company would have contributed if he or
she had not been omitted.  Such contribution shall be made regardless of whether
or not it is deductible in whole or in part in any taxable year under applicable
provisions of the Code.


2.6      Inclusion of Ineligible Employee

                  If, in any Plan Year,  any  employee  who should not have been
included as a Participant in the Plan is erroneously included,  and discovery of
such incorrect  inclusion is not made until after a contribution  by the Company
for the year has been made,  the  Company  shall not be  entitled to recover the
contribution made with respect to the ineligible  employee regardless of whether
a deduction is allowable with respect to such  contribution.  In such event, the
amount  contributed  with respect to the ineligible  employee shall constitute a
forfeiture for the Plan Year in which the discovery is made.


         SECTION 3     Service and Compensation


3.1      Years of Service

                  The  term  "Years  of   Service"   means  an   employee's   or
Participant's  period of service with the Controlled Group Members determined in
accordance with the following:

                  (a)      An Employee or Participant shall be credited with one
                           "Year of  Service"  for each  12-month  period of his
                           service with a Controlled Group Member beginning with
                           his or her  Employment  Date (as  defined  below) and
                           ending  with  the  anniversary  date  of  his  or her
                           Employment  Date (as  defined  below)  (the  "Vesting
                           Computation  Period")  during  which the  Employee or
                           Participant completes 1,000 Hours of Service.

                  (b)      An  Employee'  or   Participant's  "Employment  Date"
                           means the  date he or she  first completes an Hour of
                           Service.

                  (c)      Years of Service shall include service  performed for
                           an Employer  prior to the effective  date of the Plan
                           and shall include service regardless of age.

                  (d)      For  purposes of vesting  under  subsection  10.2,  a
                           Participant  will be credited  with a Year of Service
                           immediately  upon  completing  1,000 Hours of Service
                           during his Vesting Computation Period.

                  (e)      If any former  Participant is reemployed  after a One
                           Year Break in Service has occurred,  Years of Service
                           shall  include Years of Service prior to his One Year
                           Break in Service, subject to the following rules:

                           (i)      If a former Participant has a One Year Break
                                    in Service,  his  pre-break  and  post-break
                                    service shall be used for computing Years of
                                    Service  for vesting  purposes  after he has
                                    been  employed  for one (1) Year of  Service
                                    following the date of his reemployment  with
                                    an Employer;

                           (ii)     Any  former  Participant  who under the Plan
                                    does not have a nonforfeitable  right to any
                                    interest in the Plan resulting from Employer
                                    Contributions  shall lose credits  otherwise
                                    allowable under (i) above if his consecutive
                                    One Year  Breaks in Service  equal or exceed
                                    the  greater  of (A)  five  (5)  or (B)  the
                                    aggregate  number of his pre-break  Years of
                                    Service; and

                           (iii)    After five (5)  consecutive  One Year Breaks
                                    in Service,  a former  Participant's  vested
                                    balance  of  his  Accounts  attributable  to
                                    pre-break  service  shall  not be  increased
                                    based on his post-break service.


3.2      Hour of Service

                  Subject to the following  provisions of this  subsection  3.2,
the term "Hour of Service"  means,  with respect to any employee or Participant,
(1) each hour for which the employee or  Participant  is directly or  indirectly
paid or entitled to payment by a Controlled  Group Member for the performance of
duties;  (2) each hour for which the  employee  or  Participant  is  directly or
indirectly paid or entitled to payment by a Controlled  Group Member for reasons
other than the performance of duties (such as vacation,  holiday, sickness, jury
duty, disability, lay-off, military duty or leave of absence); and (3) each hour
for which back pay,  irrespective  of  mitigation  of  damages,  has been either
awarded  or  agreed to by an  Employer.  These  hours  will be  credited  to the
employee or Participant for the computation period or periods to which the award
or agreement  pertains  rather than the  computation  period in which the award,
agreement  or payment is made.  The same Hours of Service  shall not be credited
both  under  (1) or (2),  as the case may be,  and under  (3).  An  employee  or
Participant will be credited with 8 Hours of Service per day (to a maximum of 40
Hours of  Service  per  week).  All Hours of  Service  shall be  determined  and
credited in accordance with Department of Labor Reg. Sec. 2530.200b-2.

                  An employee  or  Participant  shall not be credited  with more
than 501 Hours of  Service  for any single  continuous  period  during  which he
performs  no duties for an  Employer  or a  Controlled  Group  Member.  Payments
considered for purposes of the foregoing shall include payments unrelated to the
length of the period  during which no duties are performed but shall not include
payments made solely as reimbursement  for medically  related expenses or solely
for  the  purpose  of  complying   with   applicable   workmen's   compensation,
unemployment compensation or disability insurance laws.


3.3      One Year Break in Service

                  The  term  "One  Year  Break in  Service"  means  any  Vesting
Computation  Period during which an employee or a Participant  does not complete
more than 500 Hours of Service.

                  To the extent  necessary  to avoid a One Year Break in Service
and to the extent  Hours of Service  are not  otherwise  credited as provided in
subsection  3.2,  an employee or  Participant  shall be credited  with up to 501
Hours of Service  during a Vesting  Computation  Period on account of an absence
during such Vesting Computation Period due to:

                  (a)      the pregnancy of the employee or Participant;

                  (b)      the birth of a child of the employee or Participant;

                  (c)      the  placement  of  a child   with  the  employee  or
                           Participant in connection  with the adoption of  such
                           child by such employee or Participant; and

                  (d)      caring  for  such  child  for   a  period   beginning
                           immediately following such birth or placement.


3.4      Compensation

                  Except  as   otherwise   provided   below,   a   Participant's
"Compensation"  for a Plan Year means  compensation  as defined in Code  Section
415, including the compensation paid to the Participant for services rendered to
an Employer as an employee as reported on the Participant's Federal wage and tax
statement (Form W-2), compensation for services paid on the basis of profits and
all  of a  Participant's  salary  reductions  made  pursuant  to an  arrangement
maintained  by an  Employer  under  Section 125 or 401(k) of the Code during the
Plan  Year,  but  excluding,  if  applicable,  amounts  attributable  to  moving
expenses,  amounts realized from the exercise of a non-qualified stock option or
the disposition of stock under a qualified stock option, and other amounts which
receive special tax benefits, or contributions made by the employee under a Code
Section 403(b) Plan.

                  For   a   Participant's   initial   year   of   participation,
Compensation shall be recognized for the entire Plan Year. In no event shall the
amount of a  Participant's  Compensation  taken into account for purposes of the
Plan for any Plan Year exceed the dollar limitation in effect under Code Section
401(a)(17) (as that limitation is adjusted from time to time by the Secretary of
the Treasury  pursuant to Code Section  401(a)(17) and which is $170,000 for the
2000 Plan Year).


         SECTION 4     Employer Contributions


4.1      Employer Contributions

                  Subject to the  conditions  and  limitations  of the Plan, the
Company, in its sole discretion, may direct the Employers to make a contribution
(the "Employer  Contribution")  to the Plan for any Plan Year. Any such Employer
Contribution for a Plan Year shall be made in such amount, if any, as determined
by the Company  prior to the end of the Plan Year or within a reasonable  period
of time after the end of the Plan Year.  Any  Employer  Contribution  for a Plan
Year shall be  allocated  to the ESOP Stock  Account  or ESOP Cash  Account,  as
applicable,  of any Eligible  Participant  (as defined in the next sentence) pro
rata on the basis of Participants' Compensation for such Plan Year. An "Eligible
Participant"  for a Plan Year is any  Participant  who completes  1,000 Hours of
Service  during the Plan Year and is  actively  employed by an Employer or on an
Employer's  authorized leave of absence on the last day of the Plan Year (or who
terminated employment during the Plan Year due to death, permanent disability or
after attaining age 65).

                  Contributions  under this subsection 4.1 shall be made in cash
or in Company Stock (in the discretion of the Company) as of the last day of the
Plan Year.

                  No contributions,  including rollover  contributions,  will be
permitted by employees or Participants.


4.2      Due Date for Employer Contributions

                  Any Employer Contributions for a Plan Year shall be due on the
last day of the Plan Year and,  if not paid by the end of that Plan Year,  shall
be payable to the Trustee as soon as practicable  thereafter,  without interest,
but not later than the time  prescribed by law for filing the Company's  Federal
income tax return for such Plan Year, including extensions thereof.


4.3      Payment of Acquisition Loans; Employer Loan Contributions

                  For each  Accounting  Period during which an Acquisition  Loan
(as  defined  in  subsection  5.2) is  outstanding,  the  Trustee  shall use any
Employer  Contributions  made for such Accounting  Period pursuant to subsection
4.1 to make principal and interest  payments then due on the Acquisition Loan or
loans outstanding at the end of such Accounting Period. Each such payment by the
Trustee will release shares of Company Stock from the  Unreleased  Share Account
of the Trust (as defined in subsection  7.2).  Company Stock that is so released
will be allocated to Participants' ESOP Stock Accounts as provided in subsection
4.1 as determined by the Administrator.

                  Subject to the conditions and  limitations of the Plan, if, as
of any Accounting Date: (a) an Acquisition Loan remains  outstanding and (b) the
contributions  described  above that are made for the Accounting  Period,  after
taking into  account  the use of  dividends  and  earnings  in  accordance  with
subsection 7.6, are  insufficient to enable the Trustee to pay the principal and
interest due under such  Acquisition Loan for such Accounting  Period,  then the
Employers shall make an additional  "Employer Loan  Contribution" to the Trustee
for that Accounting  Period,  in an aggregate  amount equal to the amount of the
insufficiency  described herein.  Any such Employer Loan  Contribution  shall be
allocated  in  the  manner  described  in  subsection  4.1.  Any  Employer  Loan
Contribution  under  the Plan  for any  Accounting  Period  shall be paid to the
Trustee in cash on the last day of the applicable  Accounting  Period or as soon
as practicable after the end of such Accounting Period.

                  If no  Acquisition  Loan  is  outstanding  at  the  end  of an
Accounting  Period,  the Trustee  shall invest the  contributions  made for such
Accounting  Period as  directed by the  Administrator,  in  accordance  with the
provisions of Section 6.


4.4      Individual Employer's  Share of Employer Contributions;  Limitations on
         Employers' Contributions

                  The Company shall determine each Employer's  share of Employer
Contributions  to be made  pursuant to  subsection  4.1. The  certificate  of an
independent  certified  public  accountant  selected  by the  Company  as to the
correctness  of  any  amounts  or   calculations   relating  to  the  Employers'
contributions  under the Plan shall be  conclusive  on all persons.  In no event
will an  Employer's  share of the  Employers'  contributions  described  in this
Section  4 for any Plan  Year  cause  the  Employer's  share  of the  Employers'
contributions for that Plan Year to exceed an amount equal to the maximum amount
deductible  on account  thereof by that  Employer  for that year for purposes of
Federal taxes on income.


         SECTION 5     Company Stock; Acquisition Loans


5.1      Company Stock

                  For purposes of the Plan, the term "Company  Stock" shall mean
common stock issued by the Company  that is readily  tradable on an  established
national  securities  market or exchange;  provided,  however,  if the Company's
common  stock is not readily  tradable  on an  established  national  securities
market or exchange,  the term "Company  Stock" shall mean common stock issued by
the Company  having a combination of voting power and dividend rates equal to or
in excess of: (a) that class of common stock of the Company  having the greatest
voting  power  and (b) that  class of common  stock of the  Company  having  the
greatest  dividend  rights.  Non-callable  preferred  stock  shall be treated as
Company Stock for purposes of the Plan if such stock is  convertible at any time
into stock that is readily tradable on an established national securities market
or exchange (or, if applicable,  that meets the requirements of (a) and (b) next
above) and if such  conversion is at a conversion  price that, as of the date of
the  acquisition  by the Plan, is  reasonable.  For purposes of the  immediately
preceding  sentence,  preferred stock shall be treated as non-callable if, after
the call, there will be a reasonable opportunity for a conversion that meets the
requirements of the immediately preceding sentence.  Company Stock shall be held
under the  Trust  only if such  stock  satisfies  the  requirements  of  Section
407(d)(5) of ERISA.


5.2      Acquisition Loans

                  An "Acquisition Loan" means the issuance of notes, a series of
notes or other installment  obligations  incurred by the Trustee,  in accordance
with the Trust,  in  connection  with the  purchase of Company  Stock.  The term
"Financed Shares" means shares of Company Stock acquired by the Trustee with the
proceeds of an Acquisition  Loan. The terms of each  Acquisition Loan shall meet
the  applicable  requirements  of  Treasury  Regulations  Section  54.4975-7(b),
including  the  requirements:  (a)  that  the  loan  bear a  reasonable  rate of
interest,  be for a definite  period  (rather  than  payable on demand),  and be
without recourse against the Plan, and (b) that the only assets of the Plan that
may be given as collateral  are Financed  Shares  purchased with the proceeds of
that loan or with the  proceeds  of a prior  Acquisition  Loan.  The  release of
Financed Shares is described in subsection 4.3.


         SECTION 6     Investment of Employer Contributions


6.1      ESOP Stock Account Investments in Company Stock

                  Employer  Contributions under subsections 4.1 and 4.3 that are
used to repay an Acquisition Loan shall be invested in Company Stock through the
release of Financed  Shares and the  crediting  of such shares to  Participants'
Accounts (as described in subsections  7.4, 7.5 and 7.6). If an Acquisition Loan
is not  outstanding,  the  Administrator  may direct  the  Trustee to invest the
contributions  made  under  subsection  4.1  in  shares  of  Company  Stock,  in
accordance with the provisions of subsection 4.3.


6.2      Diversification of Investments in Company Stock

                  Pursuant to rules  established  by the  Administrator,  Active
Participants  may elect to  diversify  portions  of their ESOP  Stock  Accounts,
subject to the following:

                  (a)      Each  Participant who has  attained age 55  years and
                           has at  least ten years of  participation in the Plan
                           (a "Qualified Participant")  may elect during each of
                           the  Participant's  Qualified  Election  Periods  (as
                           defined in subparagraph (c) below) to diversify up to
                           twenty-five percent (fifty percent in the case of the
                           Participant's last  Qualified Election Period) of the
                           Qualified Participant's  ESOP  Stock  Account balance
                           eligible   for  diversification   (as  described   in
                           subparagraph  (b) next  below),  by:  (i) receiving a
                           cash  distribution of the  applicable amount, or (ii)
                           transferring  the  applicable amount  to one  or more
                           investment funds, as  determined in the discretion of
                           the Administrator.

                  (b)      The portion of a Qualified  Participant's  ESOP Stock
                           Account  balance  subject  to  diversification  shall
                           equal twenty-five percent (fifty percent  in the case
                           of  the  Qualified  Participant's  last  year  of the
                           Qualified  Election  Period)  of the total  number of
                           shares   of   Company    Stock   allocated   to   the
                           Participant's  ESOP  Stock  Account (including shares
                           that the Participant previously elected to  diversify
                           pursuant to this subsection), less the number of such
                           shares   previously   diversified   pursuant  to  the
                           Qualified    Participant's   election   under    this
                           subsection.   In   any  one  election,  a   Qualified
                           Participant  may   diversify  the   entire  remaining
                           portion of  his ESOP Stock  Account balance  eligible
                           for diversification  or a part of  such diversifiable
                           portion equal to any whole percentage of five percent
                           or more of his ESOP Stock Account balance.

                  (c)      For  purposes  of  this   subsection,   a  "Qualified
                           Election  Period" means:  (i) the  ninety-day  period
                           immediately  following the last day of the first Plan
                           Year in which the  Participant  becomes  a  Qualified
                           Participant,   and   (ii)   the   ninety-day   period
                           immediately  following  the  last  day of each of the
                           five Plan Years immediately  following the first Plan
                           Year in which the  Participant  becomes  a  Qualified
                           Participant. Any election made in accordance with the
                           provisions  of  subparagraph   (a)  next  above  with
                           respect to any  Qualified  Election  Period  shall be
                           given  effect  as  of  the  regular  Accounting  Date
                           occurring ninety days after the end of that Qualified
                           Election Period.

                  (d)      The provisions of this subsection  shall not apply to
                           any  Participant  if the  value of the  Participant's
                           ESOP  Stock  Account  (determined  as of the  regular
                           Accounting Date  immediately  preceding the first day
                           on which the Participant  would otherwise be entitled
                           to make an election under this subsection) is $500 or
                           less.

                  (e)      Any amounts  distributed in cash or transferred  from
                           Company Stock to one or more of the investment  funds
                           under  this  subsection  shall not be  available  for
                           distribution   in  the  form  of  Company  Stock  (as
                           otherwise allowed under subsection 11.1).


         SECTION 7     Accounting


7.1      Participants' Accounts

                  The  Administrator  shall  maintain or cause to be  maintained
under the Plan the following  accounts in the name of each  Participant  (to the
extent applicable):

                  (a)      ESOP  Stock  Account.  An  "ESOP  Stock  Account"  to
                           reflect (i) shares of Company Stock  transferred from
                           the Unreleased Share Account as a result of repayment
                           of an  Acquisition  Loan and  allocated in accordance
                           with subsection 4.1, (ii) any Employer  Contributions
                           under  subsection  4.1  made in the  form of  Company
                           Stock,  (iii) any shares of Company  Stock  purchased
                           with cash in the ESOP Cash Account and (iv) any stock
                           dividends on Company Stock  allocated and credited to
                           the Participant's ESOP Stock Account.

                  (b)      ESOP Cash Account.  An "ESOP Cash Account" to reflect
                           any Employer cash contributions  under subsection 4.1
                           and any cash dividends on Company Stock allocated and
                           credited to the Participant's ESOP Stock Account, and
                           any income,  losses,  appreciation,  or  depreciation
                           attributable thereto.

                  In addition to the accounts described above, the Administrator
may maintain such other accounts and subaccounts in the names of Participants or
otherwise   as  the   Administrator   may  consider   necessary  or   advisable.
Collectively,  all accounts and  subaccounts  maintained  for a Participant  are
referred to as the Participant's "Accounts."

                  The Administrator may establish such  nondiscriminatory  rules
and  procedures  relating to the  maintenance,  adjustment  and  liquidation  of
Participants' Accounts as the Administrator may consider necessary or advisable.


7.2      Unreleased Share Account

                  The Administrator  shall maintain or cause to be maintained in
the Trust an "Unreleased  Share Account" to reflect the Financed Shares acquired
by the Trustee with the proceeds of an  Acquisition  Loan, if any,  prior to the
transfer of such Financed Shares to the Participants'  ESOP Stock Accounts,  any
cash  dividends  attributable  to such shares or  transferred  to the Unreleased
Share Account pursuant to subsection 7.5, and any Investment Income attributable
to such dividends.


7.3      Accounting Dates; Special Accounting Dates; Accounting Period

                  The last day of each Plan Year shall be the "Accounting Date."
Participants'  Accounts  shall be adjusted on the  Accounting  Date.  A "Special
Accounting  Date"  is any date  designated  as such by the  Administrator  and a
Special  Accounting Date occurring under  subsection  16.3. The term "Accounting
Date"  includes  regular  Accounting  Dates and a Special  Accounting  Date. Any
references to an "Accounting Period" ending on an Accounting Date shall mean the
period since the next preceding regular Accounting Date.


7.4      Transfer of Shares From Unreleased  Share Account to Participants' ESOP
         Stock Accounts

                  At the direction of the  Administrator,  the Trustee shall use
the following to repay an Acquisition Loan:

                  (a)      Employer Contributions  under subsections 4.1 and 4.3
                           and  any  investment  income  attributable  to   such
                           contributions; and

                  (b)      Cash dividends  paid on shares of Company  Stock,  as
                           provided  in   subsections   7.5  and  7.6,  and  any
                           investment income attributable to such dividends.

                  The repayment of an Acquisition Loan shall cause a transfer of
shares of Company Stock from the Unreleased  Share Account to the  Participants'
ESOP  Stock  Accounts  in  accordance  with  subsections  7.5 and 7.6 as of each
applicable  Accounting  Date.  The number of shares to be  transferred  shall be
determined by multiplying  the number of shares in the Unreleased  Share Account
by a fraction,  the numerator of which is the  principal  and interest  payments
during the applicable  Accounting Period and the denominator of which is the sum
of the numerator plus the total projected principal and interest payments during
the  remainder  of the term of the  Acquisition  Loan.  If the  requirements  of
Treasury  Regulations  Section   54.4975-7(b)(8)(ii)   are  satisfied,   at  the
discretion  of the  Administrator,  the phrase  "principal  and interest" in the
preceding sentence shall be replaced by the word "principal."


7.5      Adjustment of Participants' Accounts

                  Participants' Accounts shall be adjusted as follows:

                  (a)      Repayments  of  Acquisition  Loans  and  Purchases of
                           Company Stock.  For each  Accounting Period, Employer
                           Contributions made in cash  under subsections 4.1 and
                           4.3 that  are used to repay an  Acquisition  Loan and
                           release shares of  Company Stock from  the Unreleased
                           Share Account in accordance with subsection 7.4 shall
                           be  credited  as  of  each  Accounting  Date  to  the
                           Participants'  ESOP Stock Accounts in accordance with
                           the provisions of  subsections 4.1 and 4.3.  For each
                           Accounting    Period,   cash   contributions    under
                           subsection 4.1  that are designated to be invested in
                           shares of  Company Stock  shall be credited as of the
                           applicable Accounting Date to the  Participants' ESOP
                           Cash Account as in  accordance with the provisions of
                           subsection 4.1.  Upon the purchase of  Company  Stock
                           with such cash, an  appropriate  number of  shares of
                           Company Stock shall be credited to the  Participants'
                           ESOP   Stock   Account,  as   appropriate,   and  the
                           Participants' ESOP Cash Accounts shall  be charged by
                           the  amount of the  cash  used to  buy  such  Company
                           Stock.  At all times, cash in Participants' ESOP Cash
                           Account may  be used to  purchase Company  Stock from
                           any source.

                  (b)      Dividends.  Subject to the  provisions of  subsection
                           7.6, cash dividends on shares of Company Stock in the
                           Unreleased  Share Account  shall be used to repay the
                           outstanding Acquisition  Loan and the released shares
                           shall be  credited to the  Participants'  ESOP  Stock
                           Accounts,  in   accordance  with  the  provisions  of
                           subsection  4.1.   Subject   to  the   provisions  of
                           subsection 7.6, the Administrator shall credit to the
                           Participants'  ESOP Cash  Accounts any cash dividends
                           paid to the  Trustee on shares of  Company Stock held
                           in the  Participants'  ESOP  Stock Accounts as of the
                           record  date.   Such cash  dividends credited  to the
                           Participants' ESOP Cash Accounts  shall be applied as
                           soon as  practicable  first to  the repayment  of any
                           amount due during or prior to that  Accounting Period
                           on an  Acquisition Loan.   If no amount  is due on an
                           Acquisition  Loan  (or  if  no  Acquisition  Loan  is
                           outstanding), such cash  dividends may, as determined
                           in the  discretion  of the  Administrator, be used to
                           either prepay the  Acquisition Loan, if any, purchase
                           shares  of   Company   Stock,  or  be  paid   to  the
                           Participants as described in subparagraph 7.6(b). The
                           Administrator  shall credit an appropriate  number of
                           shares of Company Stock to the  ESOP Stock Account of
                           such  Participant, and the  Participant's  ESOP  Cash
                           Account shall  then be charged by  the amount of cash
                           used to repay an Acquisition Loan, if any, or used to
                           purchase such  Company  Stock  for the  Participant's
                           ESOP Stock Account.

                  (c)      Employer  Contributions  in Shares of Company  Stock.
                           For any  Accounting  Period  in  which  the  Employer
                           Contributions  under  subsection  4.1 are made in the
                           form of shares of Company Stock,  such stock shall be
                           credited to the Participants' ESOP Stock Account,  as
                           of the applicable Accounting Date, in accordance with
                           the applicable provisions of subsection 4.1.

                  (d)      Appreciation,   Depreciation,   Etc.   As   of   each
                           Accounting  Date,  before   the  allocation   of  any
                           Employer  Contributions under  subsection 4.1 made in
                           cash, any  appreciation,  depreciation, income, gains
                           or  losses   in  the  fair   market   value   of  the
                           Participants'  ESOP  Cash Accounts shall be allocated
                           among  and  credited  to  the  ESOP Cash  Accounts of
                           Participants,  pro rata,  according to the balance of
                           each  ESOP  Cash  Account  as  of   the   immediately
                           preceding  Accounting  Date, reduced in  each case by
                           the amount of  any charge to such  ESOP Cash  Account
                           since the next preceding Accounting Date. Any gain or
                           loss realized by the  Trustee on  the sale of Company
                           Stock credited the Participants'  ESOP Stock Accounts
                           will  be  allocated to  the  Participants'  ESOP Cash
                           Accounts,  pro rata,  according  to  the  balance  of
                           Participants'  ESOP  Stock  Accounts, as of the  next
                           preceding Accounting Date.


7.6      Dividends on Company Stock

                  The following shall apply with respect to dividends on Company
Stock:

                  (a)      Dividends  Credited to ESOP Cash  Accounts.  Any cash
                           dividends  paid with  respect  to  shares of  Company
                           Stock allocated to Participants'  ESOP Stock Accounts
                           or held  in the  Unreleased  Share  Account  may,  as
                           determined by the  Administrator,  be allocated among
                           and credited to  Participants'  ESOP Cash Accounts in
                           accordance with subparagraph 7.5(b).

                  (b)      Dividends  Used to  Repay  Acquisition  Loan.  To the
                           extent   permitted  by   applicable   law,  any  cash
                           dividends  paid with  respect  to  shares of  Company
                           Stock allocated to  Participants' ESOP Stock Account,
                           or  held  in  the  Unreleased  Share  Account may (as
                           required by applicable Acquisition Loan documentation
                           or,  if not  so required,  as determined  in the sole
                           discretion of the Administrator) be used to repay the
                           principal balance of an outstanding  Acquisition Loan
                           or  interest  thereon  in  whole  or in  part, or  to
                           purchase  additional   shares  of  Company  Stock  as
                           provided  in  subparagraph 7.5(b).   Financed  shares
                           released from the Unreleased Share  Account by reason
                           of dividends paid with respect to such  Company Stock
                           shall be allocated to  Participants'  ESOP Account as
                           follows:

                           (i)      First,  Financed  Shares  with a fair market
                                    value   (determined   as  of  the  valuation
                                    coincident with or immediately preceding the
                                    dividend declaration date) at least equal to
                                    the  dividends  paid  with  respect  to  the
                                    Company  Stock  allocated  to  Participants'
                                    ESOP Stock Account shall be allocated  among
                                    and  credited  to the ESOP Stock  Account of
                                    such  Participants,  pro rata,  according to
                                    the number of shares of  Company  Stock held
                                    in such accounts on the dividend declaration
                                    date; and

                           (ii)     Next, any remaining Financed Shares released
                                    from the  Unreleased  Share Account shall be
                                    allocated  among and credited in  accordance
                                    with Sections 4.1 to the Participants'  ESOP
                                    Stock Accounts, as applicable.

                  (c)      Dividends  Paid to  Participants.  Any cash dividends
                           paid  with   respect  to  shares  of  Company   Stock
                           allocated to  Participants'  ESOP Stock Accounts may,
                           as determined by the Administrator, be either paid by
                           the  Company  directly in cash to  Participants  on a
                           non-discriminatory  basis or paid to the  Trustee and
                           distributed  by the  Trustee to the  Participants  no
                           later than ninety days after the end of the Plan Year
                           in which paid to the Trustee.  This  provision is not
                           applicable  during  any  period  that the  Company is
                           taxed as an "S corporation."


7.7      Investment of Cash in Trust

                  At  the  direction  of the  Administrator,  cash  held  in the
Unreleased  Share Account or  Participants'  ESOP Cash Accounts  under the Trust
will be  invested  by the  Trustee,  to the  extent  practicable,  in short term
securities or cash equivalents  having ready  marketability,  mutual funds or in
any other investment  vehicle  permitted under the terms of the Trust agreement.
Investment  Income  resulting  from such  investments  shall be  credited to the
account  to which  it  pertains.  The  term  "Investment  Income"  means  income
resulting  from the  temporary  investment  of, income  deferral  contributions,
Employer Contributions, cash dividends and any other amounts.


7.8      Fair Market Value of Company Stock

                  For purposes of the Plan and Trust,  (i) the fair market value
of Company Stock that is readily  tradable on an established  securities  market
shall be the  prevailing  market price as of the last day of the Plan Year,  and
(ii) the fair market value of Company  Stock that is not readily  tradable on an
established  securities  market shall be determined,  as of the last day of each
Plan Year, by an independent appraiser,  as defined in Section 401(a)(28) of the
Code,  in accordance  with the terms of the Trust and the  provisions of Section
3(18) of ERISA.


7.9      Stock Dividends,  Stock  Splits and  Capital Reorganizations  Affecting
         ESOP Shares

                  Shares of  Company  Stock  received  by the  Trustee  that are
attributable  to stock  dividends,  stock  splits  or to any  reorganization  or
recapitalization  of the  Company  shall be  credited  to the  Unreleased  Share
Account, if attributable to shares held in that account, or shall be credited to
the released  share account  (including  Participants'  ESOP Stock  Accounts) if
attributable to shares held in the released share account, so that the interests
of Participants immediately after any such stock dividend, split, reorganization
or  recapitalization  are the same as such  interests  immediately  before  such
event.


7.10     ESOP Share Records

                  The Administrator  shall maintain,  or cause to be maintained,
records  as to the  number  and cost of  shares of  Company  Stock  acquired  or
transferred by or within the Trust in accordance with the applicable  provisions
of this Section 7.


7.11     Statement of Accounts

                  The  Administrator   will  provide  each  Participant  with  a
statement  reflecting the balances in the Participant's  Accounts under the Plan
at such times as are established by the Administrator.  No Participant, except a
person authorized by the Company or the  Administrator,  shall have the right to
inspect the records reflecting the Accounts of any other Participant.


7.12     Multiple Acquisition Loans

                  If more  than  one  Acquisition  Loan to the  Trustee  becomes
outstanding  at any time,  the foregoing  provisions of this Section 7 and other
provisions  of the Plan  shall be  modified  by the Plan  Administration  to the
extent it deems necessary or appropriate to reflect such additional  Acquisition
Loan or loans.

7.13     Allocation of Proceeds from Sale or Liquidation

                  (a)      Proceeds with respect to Company  Stock  allocated to
                           Participants' ESOP Stock Accounts as a result of sale
                           or redemption  of Company  Stock or of  distributions
                           from  liquidation of the Company  resulting from sale
                           or  other  disposition  of  substantially  all of the
                           Company's  assets shall be allocated in the Plan Year
                           in which such proceeds are received by the Trust.

                  (b)      Proceeds  with  respect to Company  Stock held in the
                           Unreleased  Share  Account  as a  result  of  sale or
                           redemption of Company Stock or of distributions  from
                           liquidation  of the  Company  resulting  from sale or
                           other   disposition  of  substantially   all  of  the
                           Company's  assets shall be first applied to repayment
                           of any outstanding  Acquisition  Loan with respect to
                           such  Company  Stock in the Plan  Year in which  such
                           proceeds  are  received by the Trust,  any  remaining
                           proceeds shall be allocated in the Plan Year received
                           by the Trust to the  Participants'  Accounts pro rata
                           based  on  the   Participant's   ESOP  Stock  Account
                           balances.


         SECTION 8     Contribution and Benefit Limitations


8.1      Contribution Limitations

                  For  each  Limitation  Year (as  defined  below),  the  Annual
Addition (as defined  below) to a  Participant's  Accounts  shall not exceed the
lesser of $30,000 (as adjusted from time to time by the Commissioner of Internal
Revenue)  or  twenty-five  percent of the  Participant's  compensation  for that
Limitation Year (with  compensation  defined for this purpose under Code Section
415, and including any amount which is not includible in the gross income of the
Participant by reason of Code Section 125 or 401(k)).

                  (a)      Definitions

                  The term "Limitation Year" means the Plan Year.

                  The term "Annual  Addition" for any Limitation  Year means the
total amount of Employer  Contributions,  voluntary  employee  contributions and
forfeitures  allocated to the Accounts of a Participant  under this Plan and any
Related  Defined  Contribution  Plan (as defined below) for a Plan Year,  except
that if,  during any Plan Year that the  Company is not an "S  corporation,"  no
more than one-third of the Employer  Contributions  which are  deductible  under
Code section  404(a)(9)  are  allocated  to the  Accounts of Highly  Compensated
Participants  (as  defined in  subsection  8.3)  during the Plan Year,  then any
Employer  Contributions  which are applied by the Trustee to pay  interest on an
Acquisition  Loan, and any Financed  Shares which are allocated as  Forfeitures,
shall not be included in computing Annual  Additions.  If the allocations to the
Accounts  of  Highly  Compensated  Participants  will  exceed  one-third  of the
Employer  Contributions,   the  Plan  Administrator  may  elect  to  reduce  the
allocations  to the Highly  Compensated  Participants  on a pro rata basis in an
amount  sufficient  to meet the one-third  standard.  In the event that Employer
Contributions  and dividends are applied to the repayment of an Acquisition Loan
and  shares of  Company  Stock  are  released  from the  unreleased  shares  and
allocated to the Participants' ESOP Stock Accounts,  each  Participant's  Annual
Addition for a Limitation  Year based on the  allocated  shares of Company Stock
shall be calculated as the lesser of: (i) the amount of  contributions  credited
to the Participant's  Accounts,  or (ii) the fair market value of shares Company
Stock credited to the Participant's Accounts.

                  The term "Related Defined Contribution Plan" means any defined
contribution  plan (as defined in section 414(i) of the Code)  maintained by the
Company or a Related Company.

                  (b)  Corrections.  If it is anticipated  that a  Participant's
Annual Addition may exceed the limitations of this subsection, the Administrator
may reduce a Participant's  Annual Addition to the extent  necessary to meet the
above  limitations.  If any  Employer  Contributions  cannot be  allocated  to a
Participant's  Accounts,  the Administrator,  in its complete discretion,  shall
first,  to  a  Related  Defined   Contribution  Plan,  return  salary  reduction
contributions made by the Participant and reduce employer contributions made for
the Participant.  If, after the return of all salary reduction contributions and
the reduction of employer  contributions to a Related Defined Contribution Plan,
any  Employer  Contributions  still  cannot  be  allocated  to  a  Participant's
Accounts,  the  Administrator  may, in its  complete  discretion,  choose to (i)
reallocate  such  Employer  Contributions  to  other  Participants  pursuant  to
subsection  4.1, (ii) apply such Employer  Contributions  to reduce the Employer
Contributions  in succeeding  Limitation Years in order of time, or (iii) credit
such Employer  Contributions to a "suspense  account"  pursuant to the authority
and regulations of Treasury Regulation Section 1.415-6(b)(6).


8.2      Combining of Plans

                  In  applying  the  limitations  set forth in  subsection  8.1,
reference to this Plan shall mean this Plan and all other  defined  contribution
plans  (whether or not  terminated)  ever  maintained  by the  Employers and the
Controlled Group Members,  and reference to a defined benefit plan maintained by
an Employer shall include all defined  benefit plans (whether or not terminated)
ever  maintained  by the  Employers  and the  Controlled  Group  Members.  It is
intended  that  in  complying  with  the   requirements  of  subsection  8.2,  a
Participant's  benefits under this Plan shall be limited after the Participant's
benefits under any other defined  contribution  plan maintained by the Employers
are limited and after the Participant's  benefits under any defined benefit plan
maintained  by the  Employers  are  limited,  unless  such other  plan  provides
otherwise.


8.3      Highly Compensated Participant

                  With  respect  to  any  Plan  Year,   A  "Highly   Compensated
Participant" means an eligible employee who is a highly compensated  employee as
defined in Section 414(q) of the Code, which includes any employee who:

                  (a)      was at any time a 5  percent  owner  (as  defined  in
                           Section  416(i) of the Code) of any  Employer  or any
                           Controlled  Group Member  during the Plan Year or the
                           preceding Plan Year, or;

                  (b)      for the preceding Plan Year:

                           (i)      received  compensation from  an  Employer or
                                    any  Controlled  Group  Member  in excess of
                                    $80,000  (which   amount  may   be  adjusted
                                    annually by the Secretary of Treasury),  and

                           (ii)     if the Administrator elects, was in the top-
                                    paid   20%  group  of  employees  for   such
                                    preceding year.

                           A  former   employee  will  be  considered  a  Highly
                           Compensated Participant if such former employee was a
                           Highly   Compensated   Participant   either  when  he
                           separated from service with the Employers,  or at any
                           time after he attained age 55. The  determination  of
                           whether   an   employee   is  a  Highly   Compensated
                           Participant  will  be  made  with  reference  to  the
                           definitions  provided  in Section  414(q) of the Code
                           and any  regulations  issued by the  Secretary of the
                           Treasury  thereunder  (including  any  cost-of-living
                           adjustments to the dollar figure above). For purposes
                           of this subsection,  an employee's compensation for a
                           Plan Year shall be the  employee's  compensation  for
                           such Plan Year for services rendered to the Employers
                           and the  Controlled  Group Members as reported on the
                           employee's Federal wage and tax statement (Form W-2),
                           but  including  the  employee's   elective   deferral
                           contributions  made  pursuant  to  Sections  125  and
                           401(k)  of  the  Code   (including   income  deferral
                           contributions made under this Plan).


         SECTION 9     Period of Participation


9.1      Settlement Date

                  A  Participant's  "Settlement  Date" will be the date on which
his employment with the Employers and all Controlled Group Members is terminated
because of the first to occur of the following events:

                  (a)      Normal  Retirement.  The  Participant  retires  or is
                           retired  from the  employ  of the  Employers  and the
                           related  companies  on or after  the date on which he
                           attains age 65 years.  A  Participant's  right to the
                           balances in his Accounts shall be  nonforfeitable  on
                           or  after  the  date  he  attains   age  65  ("Normal
                           Retirement Age").

                  (b)      Disability Retirement. The Participant is  retired on
                           account of a total and  permanent disability when the
                           Administrator  determines that a  physical or  mental
                           condition  of a  Participant, resulting  from  bodily
                           injury,  disease  or  mental  disorder,  renders  the
                           Participant  incapable  of   continuing  any  gainful
                           occupation for which the Participant is qualified for
                           a period  of at least  12 months and which  condition
                           constitutes a potentially permanent illness or injury
                           as certified by a physician who has  been approved by
                           the Employer.   This determination  will be made in a
                           nondiscriminatory  manner  to  all   Participants.  A
                           Participant's  right to the  balances in his Accounts
                          shall  be  nonforfeitable  on or  after  the  date  he
                          retires due to disability.

                  (c)      Death.  The Participant's death.

                  (d)      Resignation or Dismissal.  The Participant resigns or
                           is dismissed from the employ of the Employers and the
                           related  companies  before  retirement  in accordance
                           with subparagraph (a) or (b) next above.

If a Participant is transferred  from  employment with an Employer to employment
with a Controlled  Group  Member that is not an  Employer,  then for purposes of
determining when the Participant's Settlement Date occurs under this subsection,
the  Participant's   employment  with  such  Controlled  Group  Member  (or  any
Controlled  Group Member to which the Participant is  subsequently  transferred)
shall be considered as employment with the Employers.


9.2      Restricted Participation

                  If: (i) a Participant's  Settlement Date has occurred but full
payment of all of the  Participant's  Account balances has not yet been made, or
(ii) a  Participant  transfers  to a  Controlled  Group  Member  that  is not an
Employer under the Plan, the Participant or the  Participant's  Beneficiary will
be treated as a Participant for purposes of the Plan, except as follows:

                  (a)      The  Participant (or Beneficiary)  may not receive an
                           allocation of any Employer  Contributions or Financed
                           Shares.

                  (b)      The  Participant's  Beneficiary  cannot  designate  a
                           beneficiary under subsection 12.7.

If a Participant subsequently again satisfies the requirements for participation
in the Plan, the  Participant  will become an Active  Participant in the Plan on
the date the Participant satisfies such requirements.


         SECTION 10    Vesting in Benefits; Forfeitures; Reinstatements


10.1     Fully Vested Benefits

                  If a Participant's employment with an Employer or a Controlled
Group Member is terminated because the Participant retires, becomes disabled, or
dies, under subparagraphs 9.1(a), (b) or (c), respectively,  or if a Participant
resigns or is  dismissed  from the employ of an Employer or a  Controlled  Group
Member  after  completing  five Years of  Service,  the  balances  in all of his
Accounts  as at the  Accounting  Date  coincident  with  or next  preceding  his
Settlement Date (after all  adjustments  required under the Plan as of that date
have been made) shall be  non-forfeitable  and shall be distributable to him, or
in the event of his death to his Beneficiary, under subsection 11.1.


10.2     Partially Vested Benefits

                  If a Participant resigns or is dismissed from the employ of an
Employer or a Related  Company under  subparagraph  9(d) before  completing five
Years of Service,  the balances in his ESOP Cash Account and ESOP Stock  Account
as of the Accounting  Date coincident with or next following his Settlement Date
(after all  adjustments  required under the Plan as of that date have been made)
will each be reduced to an amount  computed  in  accordance  with the  following
schedule:

                  If the Participant's
                  Number of Years of                       The Percentage of His
                  Service Is:                                 Account Will Be:

                  Less than 1 year                                    0%
                  1 year but less than 2 years                       20%
                  2 years but less than 3 years                      40%
                  3 years but less than 4 years                      60%
                  4 years but less than 5 years                      80%
                  5 years or more                                   100%

The  resulting  balances in his ESOP Cash Account and ESOP Stock Account will be
distributable  to the Participant in the time and manner provided in subsections
7.4 and 7.5. If a Participant  is  completely  unvested in his Accounts upon his
Settlement  Date,  he will be deemed to have  received a  distribution  and been
cashed out as of the Accounting Date following his Settlement Date.


 10.3    Forfeiture Accounts and Forfeitures

                  The  portion  of  a   Participant's   Accounts  that  are  not
distributable  to him on his  Settlement  Date by  reason of the  provisions  of
subsection  10.2  shall  be a  "Forfeiture"  on  the  earlier  of the  date  the
Participant  receives  a  distribution  of  the  entire  vested  portion  of the
Participant's Account, or the last day of the Plan Year in which the Participant
terminates  employment with the Employer.  The amount deemed as Forfeitures will
be  allocated  and  credited  as of the last day of the Plan  Year in which  the
Participant  terminates  employment  with the  Employer in  accordance  with the
provisions of subsection 4.1 based upon each Participant's Compensation for such
Plan Year. Cash in the  Participant's  Accounts will be forfeited before Company
Stock is forfeited.


10.4     Reinstatement

                  If the Participant returns to employment with an Employer or a
Controlled  Group Member prior to incurring five  consecutive One Year Breaks in
Service,  and such Participant had received,  or was deemed to have received,  a
distribution  of his  entire  vested  Accounts  prior to his  reemployment,  his
forfeited  amounts  shall  be  reinstated  only if he  repays  the  full  amount
distributed  to him before the earlier of (i) five years after the first date on
which the Participant is rehired by an Employer or a Controlled  Group Member or
(ii) the  close of the  first  period  of five  consecutive  One Year  Breaks in
Service  commencing  after  the  distribution  or,  in  the  event  of a  deemed
distribution,  upon the  reemployment  of such  Participant.  In the  event  the
Participant does repay the full amount  distributed to him or, in the event of a
deemed  distribution,  the undistributed  portion of the Participant's  Accounts
must be restored in full.

                  If a former Participant returns to employment with an Employer
or Controlled  Group Member prior to incurring five  consecutive One Year Breaks
in Service but did not receive or was not deemed to have received a distribution
of his vested  Accounts,  the entire  unvested  portion of his Accounts shall be
restored  to his  Accounts  to the  extent  this  unvested  amount  had become a
Forfeiture under the Plan.

                  The  source of the  restored  amount  shall be first  from any
Forfeitures occurring during the Plan Year. If such source is insufficient, then
the  Employer  shall  contribute  an amount which is  sufficient  to restore the
Forfeiture; provided, however, that if an Employer Contribution is made for such
Plan Year, such contribution  shall first be applied to restore any such amounts
and the remainder shall be allocated in accordance with subsection 4.1.


         SECTION 11    Distributions Following Settlement Date


11.1     Manner of Distribution

                  Subject to the conditions set forth below, distribution of the
balances in a  Participant's  ESOP Cash  Account and ESOP Stock  Account will be
made  to,  or for  the  benefit  of,  the  Participant  or,  in the  case of the
Participant's death, to or for the benefit of the Participant's Beneficiary,  in
the form, as elected by the  Participant or the  Participant's  Beneficiary,  as
applicable, with the consent of the Administrator, of:

                  (a)      a lump sum;

                  (b)      installments over a period not  to exceed five years;
                           or

                  (c)      installments  over a period  not  exceeding  the life
                           expectancy  of  the  Participant  or the  joint  life
                           expectancy  of the  Participant  and  his  designated
                           beneficiary;  provided  that, if such  beneficiary is
                           not the  Participant's  spouse  and is  more  than 10
                           years younger than the Participant,  the installments
                           shall be paid over a period not  exceeding  the joint
                           life  expectancy of the Participant and a beneficiary
                           10 years younger than the Participant.

In the event  distribution is made in the form of  installments,  the balance in
the  Participant's  Accounts  shall  continue  to be  subject  to  appreciation,
depreciation,  income,  gains and/or losses pursuant to subsection 7.5(d), until
the final  installment is paid.  Distributions  of the  Participant's  ESOP Cash
Account shall be made in cash and distributions of the Participant's  ESOP Stock
Accounts  shall be made in-kind in the form of shares of Company  Stock,  except
for fractional shares which shall be paid in cash.


11.2     Determination of Account Balances

                  After a Participant's Settlement Date has occurred and pending
complete distribution of the Participant's  Account balances,  the Participant's
Accounts  will be held under the Plan and will be subject  to  adjustment  under
Section 7. For purposes of subsection  11.1, a  Participant's  Account  balances
will  be  determined  as of the  regular  Accounting  Date  coincident  with  or
immediately preceding the date of distribution of the Participant's Accounts.


11.3     Reinvestment of ESOP Stock Account

                  In any year that a Participant  who has terminated  employment
with the Employers  ("Inactive  Participant") has shares of Company Stock in his
ESOP Stock Account,  the Administrator  may, in its discretion,  use any cash or
other  liquid  assets  held in the ESOP Cash  Accounts of  Participants  who are
actively  employed by the  Employers  ("Active  Participants")  to purchase  the
shares of Company Stock held in the Inactive  Participant's  ESOP Stock Account,
based on the most recent fair market value. Such purchase shall be made pro rata
based on the Active Participants' ESOP Cash Account balances.  In the event that
there is not sufficient cash or other liquid assets in the Active  Participants'
ESOP Cash Account to purchase all of the shares of Company Stock in the Inactive
Participants' ESOP Stock Accounts, the purchase shall be pro rata based upon the
Inactive  Participants'  ESOP  Stock  Accounts.  The  proceeds  of the shares of
Company Stock purchased from an Inactive  Participant's ESOP Stock Account shall
be held in a special  "Liquidated  ESOP Stock Account" on behalf of the Inactive
Participant  and  invested  in the same  manner as the  Participants'  ESOP Cash
Accounts.  The provisions of this  subsection 11.3 apply only during such period
that  the  Company  Stock  held in the  Trust  is not  readily  tradeable  on an
established securities market.


11.4     Timing of Distributions

                  Distribution of the balance of a Participant's  Accounts shall
be made or shall commence as follows:

                  (a)      Distribution   of   Accounts.   Distribution   of   a
                           Participant's   ESOP  Stock  Account  and  ESOP  Cash
                           Account  balances  will be made or shall  commence as
                           follows,  unless  an  earlier  date  is  required  by
                           subparagraph (b) or (c) below.

                           (i)      Distributions  Upon  Retirement,   Death  or
                                    Disability.   If  a   Participant   retires,
                                    becomes  disabled,  or dies (as described in
                                    subparagraphs  9.1(a),  (b) or (c)) while in
                                    the employ of an  Employer  or a  Controlled
                                    Group Member,  distributions will be made or
                                    will   commence   as  soon  as   practicable
                                    following the Participant's Settlement Date.

                           (ii)     Distributions Upon Resignation or Dismissal.
                                    If a  Participant's  Settlement  Date occurs
                                    under subparagraph  9.1(d),  distribution of
                                    the  Participant's  Accounts will be made or
                                    will  commence  as  soon  as is  practicable
                                    after the  close of the Plan Year  following
                                    the  Plan  Year in which  the  Participant's
                                    Settlement    Date   occurs,    unless   the
                                    Participant elects a later date.

                  (b)      Mandatory  Cash-Outs;  Consent.   Notwithstanding any
                           other   provision   of   this   Section   11,  if   a
                           Participant's vested Account balances total $5,000 or
                           less at any time at or after his Settlement Date, the
                           Participant (or the  Participant's Beneficiary) shall
                           receive an immediate lump sum payment of such amount.
                           Such   distribution  shall   be  made   as   soon  as
                           practicable after the Participant's  Settlement Date.
                           If the present value of a Participant's entire vested
                           benefit under the Plan is zero, the Participant shall
                           be deemed  to have  received a  distribution of  such
                           vested benefit.  If a  Participant's  vested  Account
                           balances exceed $5,000 at any time, distributions may
                           not be made to the Participant before age  65 without
                           the Participant's consent.

                  (c)      Required  Commencement  Date.   Irrespective  of  any
                           contrary  provision of the  Plan, distribution of the
                           Account balance  of a  Participant  shall be  made or
                           shall commence by  April 1 of the  calendar year next
                           following  the  later  of:  (i) the  calendar year on
                           which the Participant attains age  70 1/2 or (ii) the
                           calendar year  in which the  Participant's Settlement
                           Date occurs ("Required Commencement Date"); provided,
                           however,  that the  Required  Commencement  Date of a
                           Participant who is a  five-percent  owner (as defined
                           in Code  Section 416) of  an  Employer or  Controlled
                           Group  Member  in  the  calendar  year  in  which the
                           Participant attains age 70 1/2shall be April 1 of the
                           calendar year  next  following  the calendar  year in
                           which the Participant attains age 70 1/2.

                  If  a  Participant  dies  before  the  Participant's  Required
Commencement Date, the Participant's  benefits must be distributed over a period
not exceeding the greater of: (A) five years from the death of the  Participant;
(B) in  the  case  of  payments  to a  Designated  Beneficiary  other  than  the
Participant's Spouse, the life expectancy of such Beneficiary, provided payments
begin within one year of the  Participant's  death (or such later date as may be
prescribed  under Treasury  Regulations);  or (C) in the case of payments to the
Participant's  Spouse,  the life  expectancy of such Spouse,  provided  payments
begin  by the  date  the  Participant  would  have  attained  age 70  1/2.  If a
Participant  dies  after  the  Participant's  Required  Commencement  Date,  the
remaining portion of the Participant's  benefits will be distributed at least as
rapidly  as under the  method  of  distribution  in effect at the  Participant's
death.

                  A Participant who is not a 5 percent owner and who attains age
70 1/2 while still  employed by an Employer  or a  Controlled  Group  Member may
elect to receive a  distribution  commencing  April 1 of the calendar  year next
following the calendar year in which he attains age 70 1/2.


11.5     Direct Rollovers

                  Certain individuals who are to receive distributions under the
Plan may elect that such  distributions be paid in the form of a direct rollover
(as described in Section 401(a)(31) of the Code and the regulations  thereunder)
to the  Trustee or  custodian  of a plan  eligible to accept  direct  rollovers,
subject to the following:

                  (a)      Eligible Rollover Distribution. A distribution may be
                           paid in a direct rollover under this  subsection only
                           if the distribution constitutes an  Eligible Rollover
                           Distribution.  An  "Eligible  Rollover  Distribution"
                           means a  distribution under the  Plan to an  Eligible
                           Distributee  (as  defined  below)  other than:  (i) a
                           distribution that is one of a series of substantially
                           equal  payments  made  annually  or  more  frequently
                           either  over  the  life  (or  life expectancy) of the
                           Participant or the joint lives (or life expectancies)
                           of the Participant and his  Designated Beneficiary or
                           over a specified period of ten years or more,  (ii) a
                           distribution  required  under  subsection  11.4(d) to
                           meet the minimum distribution requirements of Section
                           401(a)(9)  of  the  Code,  or  (iii)  a  distribution
                           excluded from the definition of an Eligible  Rollover
                           Distribution  under  applicable Treasury Regulations.
                           Notwithstanding  the immediately  preceding sentence,
                           an Eligible Rollover Distribution includes only those
                           amounts that would be includible  in the gross income
                           of the Eligible Distributee if such  amounts were not
                           rolled over to another plan as provided under Section
                           402(c) of the Code.

                           During any period  that the Company is taxed as an "S
                           corporation,"  an Eligible  Rollover  shall mean only
                           cash  distributions.  Distributions  in the  form  of
                           shares of Company  Stock will not be  eligible  to be
                           rolled over directly, however,  Participants may roll
                           over the cash proceeds from the sale of the shares in
                           accordance with Section 12.2.

                  (b)      Eligible Distributee.  An  "Eligible Distributee" is:
                           (i) a  Participant, (ii)  a  Participant's  surviving
                           Spouse  who  is  entitled  to  receive payment of the
                           Participant's     Account    balances     after   the
                           Participant's  death, or (iii) the  Spouse or  former
                           spouse  of a Participant   who is an  alternate payee
                           under  a  qualified  domestic   relations  order  (as
                           defined in Section 414(p) of the Code).

                  (c)      Eligible  Retirement Plan.   A direct rollover  of an
                           Eligible Rollover Distribution may be made to no more
                           than  one   Eligible  Retirement   Plan.   Except  as
                           otherwise  provided below,  an  "Eligible  Retirement
                           Plan"  is:  (i)   an  individual  retirement  account
                           described  in Section   408(a) of  the Code,  (ii) an
                           individual  retirement annuity  described  in Section
                           408(b)   of  the  Code  (other   than   an  endowment
                           contract), (iii) an annuity plan described in Section
                           403(a)  of the Code, or  (iv) a plan  qualified under
                           Section 401(a) of the Code  that by its terms permits
                           the  acceptance  of   rollover  contributions.   With
                           respect  to  the  surviving   Spouse  of  a  deceased
                           Participant who is entitled to receive a distribution
                           of  the    Participant's    Accounts,   an  "Eligible
                           Retirement   Plan"  shall  mean  only  an  individual
                           retirement account described in Section 408(a) of the
                           Code or an individual retirement annuity described in
                           Section 408(b)  of the  Code (other than an endowment
                           contract).

                  (d)      Minimum Amounts. An Eligible  Distributee may elect a
                           direct  rollover  of all or a portion of an  Eligible
                           Rollover Distribution only if the total amount of the
                           Eligible  Rollover   Distributions   expected  to  be
                           received by the Eligible  Distributee during the Plan
                           Year is $200 or more (or such  lesser  amount  as the
                           Administrator may establish). An Eligible Distributee
                           may  elect  payment  of  a  portion  of  an  Eligible
                           Rollover  Distribution  as a direct  rollover and may
                           receive directly the remainder of such  distribution,
                           provided  that the amount paid by direct  rollover is
                           at  least  $500  (or  such   lesser   amount  as  the
                           Administrator may establish).

                  (e)      Elections.  An Eligible  Distributee's  election of a
                           direct  rollover  pursuant to this subsection must be
                           in writing on a form designated by the  Administrator
                           and must be filed with the Administrator at such time
                           and  in  such  manner  as  the  Administrator   shall
                           determine.  The  Administrator  shall  establish such
                           rules and procedures as it deems necessary to provide
                           for distributions by means of direct rollover.


11.6     Immediate Distributions to Alternate Payees

                  The Administrator shall direct distribution of the amount of a
Participant's  Account balances assigned to an alternate payee under a qualified
domestic  relations  order (as  defined  in  Section  414(p) of the Code) on the
earliest date  specified in such qualified  domestic  relations  order,  without
regard to whether such payments  commence  prior to the  Participant's  earliest
retirement age (as defined in Section 414(p)(4)(B) of the Code).


11.7     Designation of Beneficiary

                  Each  Participant may designate any person or persons (who may
be  designated   concurrently,   contingently  or   successively)  to  whom  the
Participant's  benefits  are to be  paid  if the  Participant  dies  before  the
Participant receives all of Participant's  benefits.  A beneficiary  designation
must be made on a form furnished by the Administrator for this purpose,  and the
Participant  must  sign  such  form.  A  beneficiary  designation  form  will be
effective  only  when  the  form is  filed  with  the  Administrator  while  the
Participant  is  alive  and  will  cancel  all  the  Participant's   beneficiary
designation forms previously filed with the Administrator.

                  Notwithstanding  the foregoing  provisions of this  subsection
and any beneficiary  designation filed with the Administrator in accordance with
this  subsection,  if a  Participant  dies  and has a  surviving  Spouse  at the
Participant's  date of death,  the Account  balances  described in the preceding
sentence  shall be  payable  in full to the  Participant's  surviving  Spouse in
accordance  with  this  Section  11  (treating  such  surviving  Spouse  as  the
Participant's  Beneficiary),  unless  prior  to  the  Participant's  death,  the
following requirements were met:

                  (a)      The  Participant  elected   that  the   Participant's
                           benefits  under the  Plan be  paid to a  person other
                           than the Participant's surviving Spouse;

                  (b)      The Participant's Spouse consented in writing to such
                           election;

                  (c)      The Spouse's consent acknowledged the  effect of such
                           election and was witnessed by a notary public; and

                  (d)      Such election  designates a beneficiary  that may not
                           be changed without further  spousal  consent,  unless
                           the  Spouse   executed  a  general   written  consent
                           expressly   permitting  changes  of  the  beneficiary
                           without  any  requirement  of further  consent of the
                           Spouse.

                  For purposes of the Plan, and subject to the provisions of any
qualified domestic relations order (as defined in Section 414(p) of the Code), a
Participant's  "Spouse"  means the  person to whom the  Participant  is  legally
married  at the  earlier  of the  date of the  Participant's  death  or the date
payment of the Participant's benefits commenced and who is living at the date of
the Participant's death.

                  If a deceased Participant failed to designate a beneficiary as
provided above, or if the designated  beneficiary dies before the Participant or
before  complete  payment  of  the  Participant's  benefits,  the  Participant's
benefits shall be distributed to the Participant's  Spouse, or if there is none,
the  Administrator,  in its  discretion,  may  direct  the  Trustee  to pay  the
Participant's benefits as follows:

                  (e)      To  or  for  the  benefit  of any one or  more of the
                           Participant's   relatives  by   blood,   adoption  or
                           marriage and in such proportions as the Administrator
                           determines; or

                  (f)      To the legal representative or representatives of the
                           estate of the last to die of the  Participant and the
                           Participant's Designated Beneficiary.

The term "Designated Beneficiary" or "Beneficiary" as used in the Plan means the
natural  or  legal  person  or  persons  designated  by  a  Participant  as  the
Participant's  beneficiary under the last effective beneficiary designation form
filed with the Administrator under this subsection and to whom the Participant's
benefits would be payable under this subsection.


11.8     Missing Participants or Beneficiaries

                  Each  Participant  and each Designated  Beneficiary  must file
with the Administrator  from time to time in writing his post office address and
each change of post office address. If a Participant dies before the Participant
receives all of the  Participant's  vested Account  balances,  the Participant's
Beneficiary   must  file  any  change  in  his  post  office  address  with  the
Administrator. Any communication, statement or notice addressed to a Participant
or Beneficiary at the last post office address filed with the Administrator,  or
if  no  address  is  filed  with  the  Administrator  then,  in  the  case  of a
Participant,  at the  Participant's  last post  office  address  as shown on the
Employers'  records,  will be binding on the Participant  and the  Participant's
Beneficiary  for all purposes of the Plan. The Employers,  the Trustee,  and the
Administrator  shall not be  required to search for or locate a  Participant  or
Beneficiary. If the Administrator notifies a Participant or Beneficiary that the
Participant  or  Beneficiary  is  entitled to a payment  and also  notifies  the
Participant  or  Beneficiary  of the  provisions  of  this  subsection,  and the
Participant or Beneficiary  fails to claim his benefits or make his  whereabouts
known to the  Administrator  within  three  years  after the  notification,  the
benefits of the  Participant  or  Beneficiary  may be disposed of, to the extent
permitted by applicable law, as follows:

                  (a)      If  the  whereabouts  of  the  Participant  then  are
                           unknown to the  Administrator but the  whereabouts of
                           the  Participant's  Spouse  then  are  known  to  the
                           Administrator, payment may be made to the Spouse;

                  (b)      If  the   whereabouts  of  the  Participant  and  the
                           Participant's Spouse, if any, then are unknown to the
                           Administrator    but   the    whereabouts    of   the
                           Participant's  Designated  Beneficiary then are known
                           to the  Administrator,  payment  may be  made  to the
                           Designated Beneficiary;

                  (c)      If   the   whereabouts   of  the   Participant,   the
                           Participant's Spouse and the Participant's Designated
                           Beneficiary then are unknown to the Administrator but
                           the  whereabouts  of one or more  relatives by blood,
                           adoption or marriage of the  Participant are known to
                           the  Administrator,  the Administrator may direct the
                           Trustee to pay the  Participant's  benefits to one or
                           more of such relatives and in such proportions as the
                           Administrator decides; or

                  (d)      If  the   whereabouts   of  such  relatives  and  the
                           Participant's Designated Beneficiary then are unknown
                           to  the   Administrator,   the   benefits   of   such
                           Participant or  Beneficiary  may be disposed of in an
                           equitable manner permitted by law under rules adopted
                           by the Administrator.


11.9     Facility of Payment

                  When a person  entitled  to  benefits  under the Plan is under
legal  disability,   or,  in  the   Administrator's   opinion,  is  in  any  way
incapacitated so as to be unable to manage the person's financial  affairs,  the
Administrator  may direct the Trustee to pay the benefits to such person's legal
representative. Any payment made in accordance with the preceding sentence shall
be a full and complete  discharge of any  liability  for such payment  under the
Plan.


11.10    In-Service Withdrawal

                  A Participant who has completed five (5) Years of Service with
an Employer may withdraw ten percent (10%) of his or her vested account balances
by  submitting a request for such  withdrawal in such form and in such manner as
the  Administrator  may  determine.  A  Participant  may only  request  one such
withdrawal in any twelve-month  period.  The  Administrator  may promulgate such
additional rules and regulations  governing  in-service  withdrawals as it deems
appropriate from time to time.



<PAGE>


         SECTION 12    Rights, Restrictions, and Options on Company Stock


12.1     Right of First Refusal

                  Subject  to  the  provisions  of the  last  sentence  of  this
subsection, shares of Company Stock distributed to Participants shall be subject
to a "Right of First  Refusal."  The Right of First  Refusal shall provide that,
prior  to  any  subsequent  transfer,  the  Participant  (or  the  Participant's
Beneficiary)  must first make a written offer of such Company Stock to the Trust
and to the  Company at the then fair market  value of such  Company  Stock.  The
Trust  shall have the first  priority  to  exercise  the right to  purchase  the
Company Stock,  and then the Company shall have second  priority to exercise the
right. A bona fide written offer from an independent  prospective buyer shall be
deemed to be the fair  market  value of such  Company  Stock  for this  purpose,
unless the value per share, as determined by the independent appraiser as of the
December 31 Accounting Date of the preceding Plan Year, is greater.  The Company
and the Trust  shall  have a total of 14 days  (from the date the offer is first
received by the Company or the Trust) to exercise the Right of First  Refusal on
the  same  terms  offered  by the  prospective  buyer.  A  Participant  (or  the
Participant's  Beneficiary)  entitled to a distribution  of Company Stock may be
required to execute an appropriate  stock  transfer  agreement  (evidencing  the
Right of First Refusal) prior to receiving a certificate for Company Stock.

                  No Right of First  Refusal shall be  exercisable  by reason of
any of the following transfers:

                  (a)      The transfer upon  disposition  of any such shares by
                           any legal  representative,  heir or legatee,  but the
                           shares  shall  remain  subject  to the Right of First
                           Refusal;

                  (b)      The  transfer  by  a  Participant or a  Participant's
                           Beneficiary  in   accordance   with  the  Put  Option
                           pursuant to subsection 12.2; or

                  (c)      The  transfer  while  Company  Stock is  listed  on a
                           national securities exchange registered under Section
                           6 of the Securities Exchange Act of 1934 or quoted on
                           a  system   sponsored   by  a   national   securities
                           association  registered  under Section  15A(b) of the
                           Securities Exchange Act of 1934.


12.2     Put Option

                  The Company shall issue a "Put Option" to each Participant (or
each Participant's Beneficiary) who receives a distribution of Company Stock if,
at the time of such distribution,  Company Stock is not then readily tradable on
an  established  market,  as  defined  in  Section  409(h)  of the  Code and the
regulations  thereunder.  The Put Option  shall permit the  Participant  (or the
Participant's  Beneficiary)  to sell such Company  Stock at its then fair market
value,  as  determined  by an  independent  appraiser,  in  accordance  with the
provisions  of Section  401(a)(28)(C)  of the Code,  to the  Company at any time
during  the  sixty-day  period  commencing  on the date the  Company  Stock  was
distributed to the Participant (or the Participant's  Beneficiary),  and, if not
exercised  within  that  period,  the Put Option  will  temporarily  lapse.  The
Administrator,  in its sole discretion, may extend the sixty-day period referred
to in the  immediately  preceding  sentence if such an extension is necessary in
order for the Company Stock to be valued by an  independent  appraiser as of the
applicable Accounting Date coincident with or immediately preceding the date the
Company Stock was distributed to the recipient.  As of the quarterly  Accounting
Date  coincident  with or  immediately  preceding  the Plan  Year in which  such
temporary  lapse of the Put  Option  occurs,  the  independent  appraiser  shall
determine the value of the Company Stock in  accordance  with the  provisions of
Section  401(a)(28)(C)  of the Code,  and the  Administrator  shall  notify each
distributee  who did not exercise the initial Put Option prior to its  temporary
lapse in the preceding Plan Year of the revised value of the Company Stock.  The
time during which the Put Option may be exercised  shall  recommence on the date
such notice or revaluation is given and shall  permanently  terminate sixty days
thereafter.  The Trustee  may be  permitted  by the Company to purchase  Company
Stock put to the Company under a Put Option.  At the option of the Administrator
or the Trustee,  as the case may be, the payment for Company Stock sold pursuant
to a Put  Option  shall  be  made,  as  determined  in  the  discretion  of  the
Administrator or the Trustee, as the case may be, in the following forms:

                  (a)      If a Participant's  ESOP Stock Account is distributed
                           in a total  distribution  (that  is,  a  distribution
                           within one taxable  year of the balance to the credit
                           of  the  Participant's  ESOP  Stock  Account),   then
                           payment  for such  Company  Stock  may be made with a
                           promissory note that provides for substantially equal
                           annual  installments  commencing  within  thirty days
                           from the date of the  exercise  of the Put Option and
                           over a period not exceeding five years, with interest
                           payable at a reasonable  rate (as  determined  by the
                           Administrator)  on any  unpaid  installment  balance,
                           with adequate security provided,  and without penalty
                           for any prepayment of such installments; or

                  (b)      In a lump   sum no later than  thirty days after such
                           Participant exercises the Put Option.

                  At the direction of the  Administrator,  the Trustee on behalf
of the Trust may offer to purchase  any shares of Company  Stock  (which are not
sold pursuant to a Put Option) from any former Participant or Beneficiary at any
time in the future, at their then fair market value.

                  If the  Company's  charter or by-laws  restrict  ownership  of
substantially all of the outstanding Company Stock to employees and the Trust or
the  Company has elected to be taxed as an "S  corporation"  under Code  Section
1361,  then  shares  of  Company  Stock  distributed  to a  Participant  (or his
Beneficiary)  must  be  immediately  sold  to the  Company  in  accordance  with
subsection 11.1 and the  Participant  will not be entitled to the two 60-day put
periods.


12.3     Share Legend

                  Shares of Company Stock held or distributed by the Trustee may
include  such  legend   restrictions  on  transferability  as  the  Company  may
reasonably  require in order to assure  compliance with  applicable  Federal and
state securities laws.


12.4     Nonterminable Rights

                  The  provisions  of  this  Section  12  shall  continue  to be
applicable to shares of Company Stock even if the applicable portion of the Plan
ceases to be an  employee  stock  ownership  plan  within the meaning of Section
4975(e)(7) of the Code.



<PAGE>


         SECTION 13    Voting and Tendering of Company Stock

                  The voting of Company Stock held in the Trust, and if a tender
offer is made for Company Stock, the tendering of such shares,  shall be subject
to the  provisions  of ERISA and the  following  provisions,  to the extent such
provisions are not inconsistent with ERISA:

                  (a)      Allocated  Shares.  For  purposes  of  this  Section,
                           shares  of  Company  Stock  shall  be  deemed  to  be
                           allocated and credited to a Participant's  ESOP Stock
                           Account  in an amount to be  determined  based on the
                           balance  in  such  account  on  the  Accounting  Date
                           coincident  with or next preceding the record date of
                           any vote or tender offer.

                  (b)      Voting of  Company  Stock.  If the  shares of Company
                           Stock  are a  registration-type  class of securities,
                           as defined in  Section  409(e)(4)  of the  Code, each
                           Participant  (or,  in the event  of the Participant's
                           death, the Participant's Beneficiary)  shall have the
                           right to direct the Trustee as to the manner in which
                           whole and partial shares  of Company  Stock allocated
                           to the Participant's  ESOP  Stock  Account are  to be
                           voted on  each matter  brought  before  an  annual or
                           special  stockholders'  meeting.   Before  each  such
                           meeting of stockholders, the Trustee shall furnish to
                           each Participant (or Beneficiary) a copy of the proxy
                           solicitation   material,   together   with   a   form
                           requesting  directions on how such  shares of Company
                           Stock  allocated to such  Participant's Account shall
                           be voted on each such matter.  Upon timely receipt of
                           such  directions, the  Trustee  shall, on  each  such
                           matter,   vote  as  directed  the  number  of  shares
                           (including   fractional  shares)  of  Company   Stock
                           allocated to  such  Participant's  Account,  and  the
                           Trustee shall have no discretion in such matter.  The
                           directions received by the  Trustee from Participants
                           shall be held by the Trustee in  confidence and shall
                           not be divulged or  released to any person, including
                           officers  or employees of  Company or  any Affiliate.
                           The Trustee shall vote allocated  shares for which it
                           has not received direction and  unallocated shares of
                           Company  Stock  in  the  same  proportion as directed
                           shares  are voted,  and shall  have no  discretion in
                           such   matter   except  as  otherwise   provided   in
                           accordance with ERISA.

                  (c)      Tendering of Company Stock.  In the event of a tender
                           offer for shares of Company  Stock held by the Trust,
                           the  Trustee  shall  tender  the  shares  in its sole
                           discretion,  subject to the  fiduciary  duties  under
                           ERISA.

In carrying out its responsibilities under this Section, the Trustee may rely on
information  furnished  to it by the  Administrator,  including  the  names  and
current  addresses  of  Participants,  the  number of shares  of  Company  Stock
allocated to their  Accounts,  and the number of shares of Company Stock held by
the Trustee that have not yet been allocated.


         SECTION 14    General Provisions


14.1     Interests Not Transferable

                  The interests of Participants  and their  beneficiaries  under
the Plan are not in any way  subject to their  debts or other  obligations  and,
except as may be required by the tax  withholding  provisions of the Code or any
state's  income  tax  act,  may  not  be  voluntarily  or  involuntarily   sold,
transferred,  alienated or assigned.  Notwithstanding  the  foregoing,  the Plan
shall  comply  with any  domestic  relations  order  that,  in  accordance  with
procedures  established  by the  Administrator,  is determined to be a qualified
domestic relations order (as defined in Section 414(p)(1)(A) of the Code).


14.2     Absence of Guaranty

                  The  Administrator,  the Employers,  and the Trustee do not in
any way  guarantee  the Trust from loss or  depreciation.  The  liability of the
Administrator  or the Trustee to make any payment under the Plan will be limited
to the assets held by the Trustee that are available for that purpose.


14.3     Employment Rights

                  The Plan does not  constitute  a contract of  employment,  and
participation in the Plan will not give any employee the right to be retained in
the employ of an Employer, nor any right or claim to any benefit under the Plan,
unless such right or claim has specifically accrued under the terms of the Plan.


14.4     Litigation by Participants or other Persons

                  To the extent  permitted by law, if a legal action against the
Trustee, an Employer, or the Administrator by or on behalf of any person results
adversely to that person,  or if a legal action  arises  because of  conflicting
claims to a Participant's or Beneficiary's benefits, the cost to the Trustee, an
Employer,  or the Administrator of defending the action will be charged,  to the
extent  possible,  to the sums, if any, that were involved in the action or were
payable to the Participant or Beneficiary concerned.


14.5     Evidence

                  Evidence   required  of  anyone  under  the  Plan  may  be  by
certificate,  affidavit, document or other information that the person acting on
it considers  pertinent and reliable,  and shall be signed, made or presented by
the proper party or parties.


14.6     Waiver of Notice

                  Any notice required under the Plan may be waived by the person
entitled to such notice.


14.7     Controlling Law

                  To the extent not superseded by the laws of the United States,
the laws of Vermong shall be controlling in all matters relating to the Plan.


14.8     Statutory References

                  Any  reference  in the Plan to the "Code"  means the  Internal
Revenue Code of 1986, as amended. Any reference in the Plan to "ERISA" means the
Employee  Retirement  Income Security Act of 1974, as amended.  Any reference in
the Plan to a section of the Code or ERISA, or to a section of any other Federal
law, shall include any comparable  section or sections of any future legislation
that amends, supplements or supersedes that section.


14.9     Severability

                  In case any  provisions  of the Plan shall be held  illegal or
invalid for any  reason,  such  illegality  or  invalidity  shall not affect the
remaining  provisions of the Plan,  and the Plan shall be construed and enforced
as if such illegal and invalid provisions had never been set forth in the Plan.


14.10    Additional Employers

                  With the consent of the Company,  any Controlled  Group Member
described in subsection 1.5 may, by filing with the Company a written instrument
to that effect, become an Employer hereunder by adopting the Plan and becoming a
party to the Trust agreement.


14.11    Action By Employers

                  Any action  authorized  or required to be taken by the Company
or an Employer  under the Plan shall be by resolution of its board of directors,
by resolution of a duly authorized committee of its board of directors,  or by a
person or persons  authorized  by  resolution  of its board of directors or such
committee.


14.12    Gender and Number

                  Where  the  context  admits,  words  in the  masculine  gender
include the feminine and neuter genders,  the plural includes the singular,  and
the singular includes the plural.


14.13    Examination of Documents

                  Copies of the Plan and  Trust  agreement,  and any  amendments
thereto, are on file at the Human Resources office of the Company where they may
be examined by any  Participant  or other person  entitled to benefits under the
Plan during normal business hours.


14.14    Fiduciary Responsibilities

                  It is  specifically  intended that all  provisions of the Plan
shall be  applied  so that all  fiduciaries  with  respect  to the Plan shall be
required to meet the prudence and other  requirements  and  responsibilities  of
applicable  law to the extent such  requirements  or  responsibilities  apply to
them.  In general,  a fiduciary  shall  discharge  the  fiduciary's  duties with
respect to the Plan and the Trust solely in the  interests of  Participants  and
beneficiaries  and with the  care,  skill,  prudence,  and  diligence  under the
circumstances  then  prevailing that a prudent man acting in a like capacity and
familiar  with such matters  would use in the conduct of an  enterprise  of like
character and with like aims.


14.15    Indemnification

                  To the extent permitted by law, any member or former member of
the  Administrator,  any person who was, is or becomes an officer or director of
the  Company,  an Employer,  or a Controlled  Group Member or any employee of an
Employer to whom the  Administrator or any Employer has delegated any portion of
its responsibilities  under the Plan, and each of them, shall be indemnified and
saved harmless by the Employers (to the extent not indemnified or saved harmless
under any liability insurance contract or other indemnification arrangement with
respect  to the  Plan)  from and  against  any and all  liability  to which  the
Administrator and such other persons may be subject by reason of any act done or
omitted to be done in good faith with respect to the  administration of the Plan
and the Trust,  including all expenses  reasonably  incurred in their defense in
the event that the  Employers  failed to provide such defense  after having been
requested in writing to do so.


14.16    Automated Voice Response Systems, Computer Systems

                  The   Administrator,   in  its   discretion,   may   authorize
Participants  to make various  requests  for  information,  elections  and other
transactions  under  the Plan  through  the use of one or more of the  following
methods: (a) written  communications,  (b) telephonic,  automated voice response
system,  (c)  computer  network,  or (d)  any  other  method  designated  by the
Administrator.


<PAGE>


         SECTION 15    Restrictions  as  to  Reversion  of  Trust  Assets to the
                       Employers

                  The  Employers  shall have no right,  title or interest in the
assets of the Trust,  except as may be  provided in a pledge  agreement  entered
into between an Employer and the Trustee in connection with an Acquisition  Loan
(a  "Pledge  Agreement").  No part of the  assets  of the Trust at any time will
revert or will be repaid to the  Employers,  directly or  indirectly,  except as
follows:

                  (a)      If the Internal Revenue Service initially  determines
                           that the Plan,  as applied to an  Employer,  does not
                           meet  the  requirements  of a  qualified  plan  under
                           Section  401(a) of the Code,  the assets of the Trust
                           attributable  to  contributions  made by the Employer
                           under  the Plan  shall be  returned  to the  Employer
                           within   one   year  of  the   date  of   denial   of
                           qualification of the Plan as applied to the Employer.

                  (b)      If a contribution  or a portion of a contribution  is
                           made by an Employer as a result of a mistake of fact,
                           such contribution or portion of a contribution  shall
                           not be  considered  to have been  contributed  to the
                           Trust by the Employer and,  after having been reduced
                           by any losses of the Trust allocable  thereto,  shall
                           be  returned to the  Employer  within one year of the
                           date the amount is paid to the Trust.

                  (c)      If a contribution  made by an Employer is conditioned
                           upon the  deductibility  of such  contribution  as an
                           expense  for  Federal  income  tax  purposes,  to the
                           extent the deduction for the contribution made by the
                           Employer is disallowed, such contribution, or portion
                           of such  contribution,  after  having been reduced by
                           any losses of the Trust allocable  thereto,  shall be
                           returned to the Employer  within one year of the date
                           of disallowance of the deduction.

                  (d)      If there is a  default  on an  Acquisition  Loan,  an
                           Employer  may  exercise  its rights  under the Pledge
                           Agreement with respect to the shares of Company Stock
                           subject to the Pledge Agreement  (including,  but not
                           limited to, the sale of pledged shares,  the transfer
                           of   pledged   shares  to  the   Employer,   and  the
                           registration  of  pledged  shares  in the  Employer's
                           name).

Contributions  may be returned to an Employer pursuant to subparagraph (a) above
only if they are conditioned  upon initial  qualification of the Plan as applied
to that  Employer  and an  application  for  determination  was made by the time
prescribed by law for filing the  Employer's  Federal  income tax return for the
taxable year in which the Plan was adopted (or such later date as the  Secretary
of the Treasury  may  prescribe).  In no event may the return of a  contribution
pursuant  to  subparagraph  (b) or (c)  above  cause any  Participant's  Account
balances to be less than the amount of such  balances had the  contribution  not
been made under the Plan.



<PAGE>


         SECTION 16    Amendment and Termination


16.1     Amendment

                  While the Company  expects  and intends to continue  the Plan,
the Company  reserves the right to amend the Plan from time to time by action of
the Board of Directors. Notwithstanding the foregoing:

                  (a)      An   amendment  may   not   change  the  duties   and
                           liabilities  of  the  Administrator  or  the  Trustee
                           without  the consent  of the   Administrator  or  the
                           Trustee, whichever is applicable;

                  (b)      An  amendment  shall  not   reduce  the  value  of  a
                           Participant's  nonforfeitable  benefits accrued prior
                           to the later of the adoption or the effective date of
                           the amendment; and

                  (c)      Except as provided in Section 15,  under no condition
                           shall any amendment result in the return or repayment
                           to the  Employers  of any  part of the  Trust  or the
                           income therefrom or result in the distribution of the
                           Trust for the benefit of anyone other than  employees
                           and former  employees of the  Employers and any other
                           persons entitled to benefits under the Plan.

The Administrator shall notify the Trustee of any amendment of the Plan within a
reasonable period of time.


16.2     Termination

                  The  Plan  will  terminate  as to all  Employers  on any  date
specified  by  the  Company  if  thirty  days  advance  written  notice  of  the
termination is given to the Administrator,  the Trustee and the other Employers.
The Plan will  terminate as to an  individual  Employer on the first to occur of
the following:

                  (a)      The date it is  terminated by that Employer if thirty
                           days advance  written  notice of the  termination  is
                           given to the Administrator, the Trustee and the other
                           Employers.

                  (b)      The  date  that   Employer  is   judicially  declared
                           bankrupt or insolvent.

                  (c)      The date that  Employer  completely  discontinues its
                           contributions under the Plan.

                  (d)      The    dissolution,    merger,    consolidation    or
                           reorganization  of that  Employer or the sale by that
                           Employer of all or  substantially  all of its assets,
                           except that:

                           (i)      in any such event,  arrangements may be made
                                    with the consent of the Company  whereby the
                                    Plan will be continued  by any  purchaser of
                                    all or substantially  all of its assets,  in
                                    which case the  successor or purchaser  will
                                    be  substituted  for that Employer under the
                                    Plan and the Trust agreement; and

                           (ii)     if an  Employer is merged,  dissolved  or in
                                    any   other   way   reorganized   into,   or
                                    consolidated  with, any other Employer,  the
                                    Plan as applied to the former  Employer will
                                    automatically  continue in effect  without a
                                    termination thereof.


16.3     Nonforfeitability and Distribution on Termination

                  On termination or partial  termination of the Plan, the rights
of  all  affected   Participants  to  benefits  accrued  to  the  date  of  such
termination,  after all  adjustments  then  required  have been  made,  shall be
nonforfeitable.  The Administrator shall specify the date of such termination or
partial  termination  as a Special  Accounting  Date. If an ESOP is  terminated,
affected  employees become 100% vested in their account balances,  regardless of
their years of service. As soon as practicable after all adjustments required as
of that date  have  been  made to the  Account  balances  of  Participants,  the
Administrator  shall  direct the  Trustee to  distribute  to each such  affected
Participant his benefits under the Plan in one lump sum provided the Participant
is  no  longer  employed  by an  Employer  or a  Controlled  Group  Member.  All
appropriate  provisions  of the Plan will  continue  to apply  until the Account
balances of all such Participants have been distributed under the Plan.


16.4     Notice of Termination

                  Participants  will be notified of the  termination of the Plan
within a reasonable time.


16.5     Plan Merger, Consolidation, Etc.

                  In the case of any merger or  consolidation  with, or transfer
of assets or liabilities to, any other plan, each Participant's benefits (if the
Plan terminated immediately after such merger,  consolidation or transfer) shall
be equal to or  greater  than the  benefits  the  Participant  would  have  been
entitled to receive if the Plan had  terminated  immediately  before the merger,
consolidation or transfer.



<PAGE>


         SECTION 17    Administration


17.1     The Administrator

                  As provided in subsection  1.4, the Plan is  administered by a
committee consisting of three or more persons (who may but need not be employees
of the employers)  appointed by the Company.  The Secretary of the Company shall
certify to the trustee from time to time the appointment to (and termination of)
office of the  committee  and the person who is  selected  as  secretary  of the
committee.


17.2     The Administrator's General Powers, Rights, and Duties

                  The  Administrator  shall  have all the powers  necessary  and
appropriate  to  discharge  its duties  under the Plan,  which  powers  shall be
exercised in the sole and absolute  discretion of the Administrator,  including,
but not limited to, the following:

                  (a)      To construe and interpret the  provisions of the Plan
                           and  to  make  factual   determinations   thereunder,
                           including  the  power  to  determine  the  rights  or
                           eligibility    under    the   Plan   of    employees,
                           Participants,  or any other persons,  and the amounts
                           of their  benefits  (if any)  under the Plan,  and to
                           remedy ambiguities, inconsistencies or omissions, and
                           such  determinations  by the  Administrator  shall be
                           binding on all parties.

                  (b)      To adopt such rules of procedure and  regulations  as
                           in its  opinion may be  necessary  for the proper and
                           efficient  administration  of  the  Plan  and  as are
                           consistent with the Plan and Trust agreement.

                  (c)      To enforce the Plan in  accordance  with the terms of
                           the Plan and the  Trust  and in  accordance  with the
                           rules and regulations the Administrator has adopted.

                  (d)      To  direct  the  Trustee   as  respects  payments  or
                           distributions from the  Trust in accordance  with the
                           provisions of the Plan.

                  (e)      To furnish the Employers with such information as may
                           be  required  by them  for tax or other  purposes  in
                           connection with the Plan.

                  (f)      As  directed  by  the  Trustee,   to  employ  agents,
                           attorneys,  accountants,  actuaries or other  persons
                           (who also may be  employed by the  Employers)  and to
                           allocate or delegate to them such powers,  rights and
                           duties as the Administrator may consider necessary or
                           advisable to properly carry out administration of the
                           Plan, provided that such allocation or delegation and
                           the  acceptance  thereof by such  agents,  attorneys,
                           accountants,  actuaries or other persons, shall be in
                           writing.

                  (g)      As directed by the Trustee, to  appoint an investment
                           manager  as  defined  in  section  3(38)  of ERISA to
                           manage (with  power to  acquire and  dispose of)  the
                           assets of the Plan,  which  investment manager may or
                           may  not be a  subsidiary  of  the  Company,  and  to
                           delegate to any such  investment  manager all  of the
                           powers,  authorities and  discretions granted  to the
                           Administrator hereunder or under the  Trust agreement
                           (including the power to delegate and  the power, with
                           prior  notice  to  the  Administrator, to  appoint an
                           investment manager), in which event, any direction to
                           the  Trustee   from  any  duly  appointed  investment
                           manager with respect to the acquisition, retention or
                           disposition of Plan assets shall  have the same force
                           and effect as if such direction had been given by the
                           Administrator, and to  remove any investment manager;
                           provided,  however,  that the power  and authority to
                           manage, acquire, or dispose of any asset  of the Plan
                           shall  not  be  delegated  except  to  an  investment
                           manager, and provided further  that the acceptance by
                           any  investment  manager  of   such  appointment  and
                           delegation shall be in writing, and the Administrator
                           shall give notice to the Trustee, in  writing, of any
                           appointment  of,  delegation  to  or  removal  of  an
                           investment manager.


17.3     Interested Administrator Member

                  If a member of the  Administrator is also a Participant in the
Plan,  the  Administrator  member  may not  decide or  determine  any  matter or
question  concerning  distributions of any kind to be made to the  Administrator
member  or the  nature  or  mode of  settlement  of the  Administrator  member's
benefits,   unless  such  decision  or  determination   could  be  made  by  the
Administrator member under the Plan if the Administrator member were not serving
on the Administrator.


17.4     Administrator Expenses

                  All costs,  charges and  expenses  reasonably  incurred by the
Administrator will be paid by the Company to the extent not paid from the assets
of the Trust. No compensation  will be paid to a member of the  Administrator as
such.


17.5     Uniform Rules

                  The  Administrator  shall  administer the Plan on a reasonable
and  nondiscriminatory  basis  and  shall  apply  uniform  rules to all  persons
similarly situated.


17.6     Information Required by the Administrator

                  Each person  entitled to benefits under the Plan shall furnish
the  Administrator  with such  documents,  evidence,  data or information as the
Administrator  considers necessary or desirable for the purpose of administering
the Plan.  The  Employers  shall  furnish the  Administrator  with such data and
information  as the  Administrator  may deem  necessary or desirable in order to
administer  the Plan.  The records of the  Employers  as to an  employee's  or a
Participant's period of employment,  Hours of Service, termination of employment
and the reason therefore,  leave of absence,  reemployment and Compensation will
be  conclusive  on  all  persons  unless   determined  to  the   Administrator's
satisfaction to be incorrect.


17.7     Review of Benefit Determinations

                  The  Administrator  will  provide  notice  in  writing  to any
Participant  or  Beneficiary  whose claim for benefits under the Plan is denied,
and the  Administrator  shall afford such  Participant or Beneficiary a full and
fair review of its decision if so requested.


17.8     Administrator's Decision Final

                  Subject  to  applicable   law,  any   interpretation   of  the
provisions of the Plan and any decisions on any matter within the  discretion of
the  Administrator  made by the  Administrator in good faith shall be binding on
all persons.  A misstatement or other mistake of fact shall be corrected when it
becomes  known,  and the  Administrator  shall make such  adjustment  on account
thereof as it considers equitable and practicable.


17.9     Denial Procedure and Appeal Process

                  If a Participant, Beneficiary or any other person who believes
he may be entitled to benefits under the Plan (a  "Claimant")  has an unresolved
question about eligibility for benefits,  the form of benefits, or the amount of
benefits to be received or being received under the Plan after  consulting  with
the Administrator or its  representatives,  a formal review of the situation may
be requested in writing of the  Administrator  within sixty days after receiving
notification  of the  Claimant's  Plan benefits or an estimate of the Claimant's
Plan benefits. A review decision will be made within sixty days after receipt of
such request (one hundred twenty days in special circumstances) and the Claimant
will be  informed  of the  decision  within  ninety  days after  receipt of such
request  (one hundred  eighty days in special  circumstances).  However,  if the
Claimant is not informed of the decision within the period  described above, the
Claimant may request a further review by the Administrator as described below as
if the Claimant had  received  notice of an adverse  decision at the end of that
period.  The decision will be written in a manner calculated to be understood by
the Claimant,  setting forth the specific reasons for any denial of a benefit or
benefit  option,  specific  reference to pertinent Plan provisions on which such
denial is  based,  a  description  of any  additional  material  or  information
necessary for the Claimant to perfect the claim and an  explanation  of why such
material or  information  is necessary,  and an  explanation of the Plan's claim
review  procedure.  The Claimant  also shall be advised that the Claimant or the
Claimant's  duly authorized  representative  may request a further review by the
Administrator of the decision denying the claim by filing with the Administrator
within sixty days after such notice has been  received by the Claimant a written
request for such review and that Claimant may review  pertinent  documents,  and
submit issues and comments in writing, within the same sixty-day period. If such
request is so filed, such review shall be made by the Administrator within sixty
days after  receipt of such request,  unless  special  circumstances  require an
extension of time for  processing in which case the review will be completed and
decision  rendered  within one hundred  twenty days. The Claimant shall be given
written  notice of the decision  which shall  include  specific  reasons for the
decision,  and specific references to the pertinent Plan provisions on which the
decision is based,  and such  decision by the  Administrator  shall be final and
shall terminate the review process.


17.10    Powers and Responsibilities of the Company

                  (a)      The Company shall be empowered to appoint  and remove
                           the Trustee and the Administrator from time to time.

                  (b)      The Company  shall  establish  a "funding  policy and
                           method,"  consistent with the objectives of this Plan
                           and with the  requirements  of Title I of the Act and
                           the purpose of the Plan which is to invest  primarily
                           in Company Stock.

                  (c)      The Company shall periodically review the performance
                           of any  Fiduciary or other person to whom duties have
                           been   delegated   or   allocated  by  it  under  the
                           provisions  of this Plan or  pursuant  to  procedures
                           established   hereunder.   This  requirement  may  be
                           satisfied by formal periodic review by the Company or
                           by a qualified person specifically  designated by the
                           Company,  through  day-to-day conduct and evaluation,
                           or through other appropriate ways.

                  (d)      The  Company  will  furnish  Plan   Fiduciaries   and
                           Participants with notices and information  statements
                           when  voting  rights  must be  exercised  pursuant to
                           Section 13.

                  (e)      The Company will have authority to amend or terminate
                           the Plan, or to merge or  consolidate  the Plan with,
                           or transfer all or part of the assets or  liabilities
                           to, any other Plan.


         SECTION 18    Special Rules Applicable When Plan is Top-Heavy


18.1     Purpose and Effect

                  The  purpose  of  this  Section  18  is  to  comply  with  the
requirements  of Section 416 of the Code.  The provisions of this Section 18 are
effective for each Plan Year  beginning on or after the Effective  Date in which
the Plan is a "Top-Heavy Plan" within the meaning of Section 416(g) of the Code.


18.2     Top-Heavy Plan

                  In  general,  the Plan will be a  Top-Heavy  Plan for any Plan
Year if, as of the "Determination  Date" (that is, the last day of the preceding
Plan Year), the sum of the amounts in  subparagraphs  (a), (b) and (c) below for
Key Employees (as defined  generally below and in Section 416(i)(1) of the Code)
exceeds  sixty  percent of the sum of such  amounts  for all  employees  who are
covered by this Plan or by a defined  contribution  plan or defined benefit plan
that is aggregated with this Plan in accordance with subsection 18.4:

                  (a)      The aggregate account balances of Participants  under
                           this Plan.

                  (b)      The aggregate account balances of Participants  under
                           any other defined  contribution  plan included  under
                           subsection 18.4.

                  (c)      The present value of the cumulative  accrued benefits
                           of Participants  calculated under any defined benefit
                           plan included in subsection 18.4.

In making the foregoing  determination:  (i) a Participant's account balances or
cumulative  accrued benefits shall be increased by the aggregate  distributions,
if any, made with respect to the Participant  during the 5-year period ending on
the Determination Date, including distributions under a terminated plan that, if
it had not been  terminated,  would have been  required  to be  included  in the
aggregation group, (ii) the account balances or cumulative accrued benefits of a
Participant  who was  previously  a Key  Employee,  but who is no  longer  a Key
Employee, shall be disregarded, (iii) the account balances or cumulative accrued
benefits of a  Beneficiary  of a  Participant  shall be  considered  Accounts or
accrued  benefits of the  Participant,  (iv) the account  balances or cumulative
accrued benefits of a Participant who has not performed services for an Employer
or a Controlled  Group Member at any time during the 5-year period ending on the
Determination  Date shall be disregarded and (v) any rollover  contribution  (or
similar transfer) from a plan maintained by a corporation other than an Employer
under this Plan  initiated by a  Participant  shall not be taken into account as
part of the Participant's aggregate account balances under this Plan.


18.3     Key Employee

                  In general,  a "Key  Employee"  is an employee (or a former or
deceased  employee)  who,  at any  time  during  the  Plan  Year or any of the 4
preceding Plan Years, is or was:

                           (a)      an  officer  of an  Employer  having  annual
                                    compensation  greater than fifty  percent of
                                    the  amount in  effect  under  Code  Section
                                    415(b)(1)(A)  (the defined benefit  maximum)
                                    for any such Plan Year;  provided  that, for
                                    purposes of this subparagraph,  no more than
                                    fifty  employees  of the  Employer  (or,  if
                                    lesser,  the greater of three  employees  or
                                    ten  percent  of  the  employees)  shall  be
                                    treated as officers;

                           (b)      one of the ten  employees  who  have  annual
                                    compensation  from an  Employer of more than
                                    the  limitation in effect under Code Section
                                    415(c)(1)(A)   (the   defined   contribution
                                    maximum)   for  that  year  and   owning  or
                                    considered as owning,  within the meaning of
                                    Section   318  of  the  Code,   the  largest
                                    interests in the Employer; provided that, if
                                    two employees  have the same interest in the
                                    Employer, the employee having greater annual
                                    compensation  from  the  Employer  shall  be
                                    treated as having a larger interest;

                           (c)      a  five  percent  or  greater  owner  of  an
                                    Employer; or

                           (d)      a  one  percent  or   greater  owner  of  an
                                    Employer  having  annual  compensation  from
                                    the Employer of more than $150,000.

For purposes of this subsection the term  "compensation"  means  compensation as
defined by Code Section 414(q)(7).


18.4     Aggregated Plans

                  Each other defined  contribution plan and defined benefit plan
maintained by an Employer that covers a Key Employee as a Participant or that is
maintained by an Employer in order for a plan covering a Key Employee to satisfy
Section  401(a)(4)  or 410 of the Code  shall be  aggregated  with  this Plan in
determining  whether  this Plan is  top-heavy.  In addition,  any other  defined
contribution  or defined benefit plan of an Employer may be included if all such
plans that are included,  when  aggregated,  will not  discriminate  in favor of
officers,  shareholders or Highly Compensated  Participants and will satisfy all
of the applicable requirements of Sections 401(a)(4) and 410 of the Code.


18.5     Minimum Vesting

                  For any Plan Year in which  the Plan is a  Top-Heavy  Plan,  a
Participant's  vested percentage in his Stock Account shall not be less than the
percentage determined under the following table:

                                                       Vested
              Years of Service                       Percentage

                 Less than 2                               0
                      2                                   20
                      3                                   40
                      4                                   60
                      5                                   80
                  6 or more                              100

If the foregoing  provisions of this subsection 18.5 become  effective,  and the
Plan  subsequently  ceases to be a Top-Heavy Plan, no Participant shall have his
vested percentage reduced,  and each Participant who has then completed three or
more Years of Service may elect to continue to have the vested percentage of his
Employer Contribution Account determined under the provisions of this subsection
18.5.


18.6     Minimum Employer Contribution

                  Subject to the  following  provisions of this  subsection  and
subsection  18.7,  for any Plan Year in which the Plan is a Top-Heavy  Plan, the
Employer  contribution  credited to each  Participant  who is not a Key Employee
shall not be less than 3 percent of such  Participant's  total  compensation (as
defined  in  subsection  8.1) from the  Employers  for that  year.  In no event,
however,  shall  the  total  Employer  contribution  credited  in any  year to a
Participant  who  is not a Key  Employee  (expressed  as a  percentage  of  such
Participant's  total  compensation  from the Employer)  exceed the maximum total
Employer  contribution  credited in that year to a Key Employee  (expressed as a
percentage  of  such  Key  Employee's  total  compensation  from  an  Employer).
Contributions  made by an  Employer  under the Plan  pursuant  to  Participants'
income deferral  authorizations  shall not be deemed Employer  Contributions for
purposes  of this  subsection.  The  amount  of  minimum  Employer  contribution
otherwise  required to be allocated to any  Participant  for any Plan Year under
this  subsection  shall be  reduced  by the  amount  of  Employer  Contributions
allocated  to him for a Plan Year ending with or within that Plan Year under any
other tax-qualified defined contribution plan maintained by an Employer.


18.7     Coordination of Benefits

                  For any Plan Year in which the Plan is top-heavy,  in the case
of a  Participant  who is a  non-Key  Employee  and  who is a  Participant  in a
top-heavy  tax-qualified  defined benefit plan that is maintained by an Employer
and that is subject to Section 416 of the Code, subsection 18.5 shall not apply,
and the minimum  benefit to be provided to each such  Participant  in accordance
with this Section 18 and Section  416(c) of the Code shall be the minimum annual
retirement  benefit to which he is entitled  under such defined  benefit plan in
accordance with such Section 416(c),  reduced by the amount of annual retirement
benefit purchasable with his Plan Accounts (or portions thereof) attributable to
Employer  contributions  (as defined in subsection 18.6) under this Plan and any
other tax-qualified defined contribution plan maintained by an Employer.