<PAGE>

                                                                     EXHIBIT 4.1

                            EUFAULA BANCCORP, INC.
                                RETIREMENT PLAN
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                   ARTICLE I
                                  DEFINITIONS

                                  ARTICLE II
                                ADMINISTRATION

<S>                                                                     <C>
2.1    POWERS AND RESPONSIBILITIES OF THE EMPLOYER....................  16

2.2    DESIGNATION OF ADMINISTRATIVE AUTHORITY........................  17

2.3    ALLOCATION AND DELEGATION OF RESPONSIBILITIES..................  17

2.4    POWERS AND DUTIES OF THE ADMINISTRATOR.........................  17

2.5    RECORDS AND REPORTS............................................  18

2.6    APPOINTMENT OF ADVISERS........................................  19

2.7    PAYMENT OF EXPENSES............................................  19

2.8    CLAIMS PROCEDURE...............................................  19

2.9    CLAIMS REVIEW PROCEDURE........................................  19

                                  ARTICLE III
                                  ELIGIBILITY

3.1    CONDITIONS OF ELIGIBILITY......................................  20

3.2    EFFECTIVE DATE OF PARTICIPATION................................  20

3.3    DETERMINATION OF ELIGIBILITY...................................  20

3.4    TERMINATION OF ELIGIBILITY.....................................  21

3.5    OMISSION OF ELIGIBLE EMPLOYEE..................................  21

3.6    INCLUSION OF INELIGIBLE EMPLOYEE...............................  21

3.7    ELECTION NOT TO PARTICIPATE....................................  21
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>

                                  ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

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4.1    FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION..................  22

4.2    PARTICIPANT'S SALARY REDUCTION ELECTION........................  22

4.3    TIME OF PAYMENT OF EMPLOYER CONTRIBUTION.......................  26

4.4    LOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS.............  26

4.5    ACTUAL DEFERRAL PERCENTAGE TESTS...............................  31

4.6    ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS.................  34

4.7    ACTUAL CONTRIBUTION PERCENTAGE TESTS...........................  36

4.8    ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS.............  39

4.9    MAXIMUM ANNUAL ADDITIONS.......................................  41

4.10   ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS......................  43

4.11   TRANSFERS FROM QUALIFIED PLANS.................................  44

4.12   DIRECTED INVESTMENT ACCOUNT....................................  45

4.13   TREATMENT OF QUALIFIED MILITARY SERVICE........................  47

                                   ARTICLE V
                         FUNDING AND INVESTMENT POLICY

5.1    INVESTMENT POLICY..............................................  47

5.2    APPLICATION OF CASH............................................  48

5.3    TRANSACTIONS INVOLVING COMPANY STOCK...........................  48

5.4    LOANS TO THE TRUST.............................................  49
</TABLE>

                                      ii
<PAGE>

<TABLE>
<CAPTION>
                                  ARTICLE VI
                                  VALUATIONS
<S>                                                                     <C>
6.1    VALUATION OF THE TRUST FUND....................................  51

6.2    METHOD OF VALUATION............................................  51

                                  ARTICLE VII
                  DETERMINATION AND DISTRIBUTION OF BENEFITS

7.1    DETERMINATION OF BENEFITS UPON RETIREMENT......................  51

7.2    DETERMINATION OF BENEFITS UPON DEATH...........................  51

7.3    DISABILITY RETIREMENT BENEFITS.................................  53

7.4    DETERMINATION OF BENEFITS UPON TERMINATION.....................  53

7.5    DISTRIBUTION OF BENEFITS.......................................  57

7.6    HOW PLAN BENEFIT WILL BE DISTRIBUTED...........................  61

7.7    DISTRIBUTION FOR MINOR BENEFICIARY.............................  62

7.8    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN.................  63

7.9    NONTERMINABLE PROTECTIONS AND RIGHTS...........................  63

7.10   ADVANCE DISTRIBUTION FOR HARDSHIP..............................  63

7.11   QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION................  65

7.12   DIRECT ROLLOVER................................................  65

7.13   ELIMINATION OF LOOKBACK RULE...................................  66

                                 ARTICLE VIII
                      AMENDMENT, TERMINATION AND MERGERS

8.1    AMENDMENT......................................................  66

8.2    TERMINATION....................................................  67
</TABLE>

                                      iii
<PAGE>

<TABLE>
<S>                                                                     <C>
8.3    MERGER OR CONSOLIDATION........................................  67

                                  ARTICLE IX
                                   TOP HEAVY

9.1    TOP HEAVY PLAN REQUIREMENTS....................................  68

9.2    DETERMINATION OF TOP HEAVY STATUS..............................  68

                                   ARTICLE X
                                 MISCELLANEOUS

10.1   PARTICIPANT'S RIGHTS...........................................  71

10.2   ALIENATION.....................................................  72

10.3   CONSTRUCTION OF PLAN...........................................  72

10.4   GENDER AND NUMBER..............................................  72

10.5   LEGAL ACTION...................................................  72

10.6   PROHIBITION AGAINST DIVERSION OF FUNDS.........................  73

10.7   BONDING........................................................  73

10.8   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE.....................  73

10.9   INSURER'S PROTECTIVE CLAUSE....................................  74

10.10  RECEIPT AND RELEASE FOR PAYMENTS...............................  74

10.11  ACTION BY THE EMPLOYER.........................................  74

10.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY.............  74

10.13  HEADINGS.......................................................  75

10.14  APPROVAL BY INTERNAL REVENUE SERVICE...........................  75

10.15  UNIFORMITY.....................................................  76
</TABLE>

                                      iv
<PAGE>

<TABLE>
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10.16  SECURITIES AND EXCHANGE COMMISSION APPROVAL....................  76

10.17  VOTING COMPANY STOCK...........................................  76

                                  ARTICLE XI
                            PARTICIPATING EMPLOYERS

11.1   ADOPTION BY OTHER EMPLOYERS....................................  77

11.2   REQUIREMENTS OF PARTICIPATING EMPLOYERS........................  77

11.3   DESIGNATION OF AGENT...........................................  78

11.4   EMPLOYEE TRANSFERS.............................................  78

11.5   PARTICIPATING EMPLOYER CONTRIBUTION............................  78

11.6   AMENDMENT......................................................  79

11.7   DISCONTINUANCE OF PARTICIPATION................................  79

11.8   ADMINISTRATOR'S AUTHORITY......................................  79
</TABLE>

                                       v
<PAGE>

                            EUFAULA BANCCORP, INC.
                                RETIREMENT PLAN

     THIS PLAN, hereby adopted this _________ day of _____________________ by
Eufaula BancCorp, Inc. (herein referred to as the "Employer").

                             W I T N E S S E T H:

          WHEREAS, the Employer heretofore established a Profit Sharing Plan
effective January 1, 1986, (hereinafter called the "Effective Date") known as
Eufaula BancCorp, Inc. Retirement Plan (herein referred to as the "Plan") in
recognition of the contribution made to its successful operation by its
employees and for the exclusive benefit of its eligible employees; and

          WHEREAS, under the terms of the Profit Sharing Plan, the Employer has
the ability to amend the Profit Sharing Plan, provided the Trustee joins in such
amendment if the provisions of the Profit Sharing Plan affecting the Trustee are
amended;

          WHEREAS, the Employer desires to amend the Profit Sharing Plan to
enable its eligible employees to acquire a proprietary interest in capital stock
of the Employer; and

          WHEREAS, contributions to the Profit Sharing Plan (salary reduction
and matching contributions) will be made in cash by the Employer and
contributions made to the ESOP will be invested primarily in the capital stock
of the Employer;

          NOW, THEREFORE, effective January 1, 2001, except as otherwise
provided, the Employer in accordance with the provisions of the Profit Sharing
Plan pertaining to amendments thereof hereby modify, amend and restate the
Profit Sharing Plan in its entirety and an Employee Stock Ownership Plan (ESOP)
as defined in Section 4975(e)(7) of the Internal Revenue Code, known as Eufaula
BancCorp, Inc. Retirement Plan (hereinafter referred to as the "Plan"), to
provide as follows;

                                   ARTICLE I
                                  DEFINITIONS

     1.1  "Act" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.

     1.2  "Administrator" means the Employer unless another person or entity has
been designated by the Employer pursuant to Section 2.2 to administer the Plan
on behalf of the Employer.

     1.3  "Affiliated Employer" means any corporation which is a member of a
controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code
<PAGE>

Section 414(c)) with the Employer; any organization (whether or not
incorporated) which is a member of an affiliated service group (as defined in
Code Section which includes the Employer; and any other entity required to be
aggregated with the Employer pursuant to Regulations under Code Section 414(o).

     1.4  "Aggregate Account" means, with respect to each Participant, the value
of all accounts maintained on behalf of a Participant, whether attributable to
Employer or Employee contributions, subject to the provisions of Section 9.2.

     1.5  "Anniversary Date" means December 31st.

     1.6  "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
7.2 and 7.5.

     1.7  "Code" means the Internal Revenue Code of 1986, as amended or replaced
from time to time.

     1.8  "Company Stock" means common stock issued by the Employer (or by a
corporation which is a member of the controlled group of corporations of which
the Employer is a member) which is readily tradeable on an established
securities market.  If there is no common stock which meets the foregoing
requirement, the term "Company Stock" means common stock issued by the Employer
(or by a corporation which is a member of the same controlled group) having a
combination of voting power and dividend rights equal to or in excess of:  (A)
that class of common stock of the Employer (or of any other such corporation)
having the greatest voting power, and (B) that class of common stock of the
Employer (or of any other such corporation) having the greatest dividend rights.
Noncallable preferred stock shall be deemed to be "Company Stock" if such stock
is convertible at any time into stock which constitutes "Company Stock"
hereunder and if such conversion is at a conversion price which (as of the date
of the acquisition by the Trust) is reasonable.  For purposes of the preceding
sentence, pursuant to Regulations, preferred stock shall be treated as
noncallable if after the call there will be a reasonable opportunity for a
conversion which meets the requirements of the preceding sentence.

     1.9  "Company Stock Account" means the account of a Participant which is
credited with the shares of Company Stock purchased and paid for by the Trust
Fund or contributed to the Trust Fund.

     1.10 "Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052.
Compensation must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

                                       2
<PAGE>

          For purposes of this Section, the determination of Compensation shall
be made by:

               (a)  excluding overtime.

               (b)  excluding commissions.

               (c)  excluding bonuses.

               (d)  including amounts which are contributed by the Employer
          pursuant to a salary reduction agreement and which are not includible
          in the gross income of the Participant under Code Sections 125,
          402(e)(3), 402(h)(1)(B) , 403(b) or 457(b), and Employee contributions
          described in Code Section 414(h)(2) that are treated as Employer
          contributions.

          For a Participant's initial year of participation, Compensation shall
be recognized as of such Employee's effective date of participation pursuant to
Section 3.2.

          Compensation in excess of $170,000 shall be disregarded.  Such amount
shall be adjusted for increases in the cost of living in accordance with Code
Section 401(a)(17), except that the dollar increase in effect on January 1 of
any calendar year shall be effective for the Plan Year beginning with or within
such calendar year.  For any short Plan Year the Compensation limit shall be an
amount equal to the Compensation limit for the calendar year in which the Plan
Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12).

          For Plan Years beginning after December 31, 1996, for purposes of
determining Compensation, the family member aggregation rules of Code Section
414(q)(6)(as in effect prior to the Small Business Job Protection Act of 1996)
are eliminated.

          For purposes of this Section, if the Plan is a plan described in Code
Section 413(c) or 414(f) (a plan maintained by more than one Employer), the
limitation applies separately with respect to the Compensation of any
Participant from each Employer maintaining the Plan.

     1.11 "Contract" or "Policy" means any life insurance policy, retirement
income or annuity policy or annuity contract (group or individual) issued
pursuant to the terms of the Plan.

     1.12 "Current Obligations" means Trust obligations arising from extension
of credit to the Trust and payable in cash within (1) year from the date an
Employer contribution is due.

     1.13 "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a).

                                       3
<PAGE>

     1.14 "Early Retirement Date."  This Plan does not provide for a retirement
date prior to Normal Retirement Date.

     1.15 "Elective Contribution" means the Employer contributions to the Plan
of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 4.10(a).  In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.1(c) and Section
4.6(b) which is used to satisfy the "Actual Deferral Percentage" tests shall be
considered an Elective Contribution for purposes of the Plan.  Any contributions
deemed to be Elective Contributions (whether or not used to satisfy the "Actual
Deferral Percentage" tests) shall be subject to the requirements of Sections
4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination
requirements of Regulation 1.401(k)-1(b)(5), the provisions of which are
specifically incorporated herein by reference.

     1.16 "Eligible Employee" means any Employee other than a leased Employee.

          Employees of Affiliated Employers shall not be eligible to participate
in this Plan unless such Affiliated Employers have specifically adopted this
Plan in writing.

     1.17 "Employee" means any person who is employed by the Employer or
Affiliated Employer.  Employee shall include Leased Employees within the meaning
of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and such Leased Employees
do not constitute more than 20% of the recipient's non-highly compensated work
force.

     1.18 "Employer" means Eufaula BancCorp, Inc. and any successor which shall
maintain this Plan; and any predecessor which has maintained this Plan.  The
Employer is a corporation with principal offices in the State of Alabama.  In
addition, where appropriate, the term Employer shall include any Participating
Employer (as defined in Section 11.1) which shall adopt this Plan.

     1.19 "Excess Aggregate Contributions" means, with respect to any Plan Year,
the excess of the aggregate amount of the Employer matching contributions made
pursuant to Section 4.1(b) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a)(determined
by reducing contributions made on behalf of Highly Compensated Participants in
order of the actual contribution ratios beginning with the highest of such
ratios)

     1.20 "Excess Contributions" means, with respect to a Plan Year the excess
of Elective Contributions used to satisfy the "Actual Deferral Percentage" tests
made on behalf of Highly Compensated Participants for the Plan Year over the
maximum amount of such contributions permitted under Section 4.5(a)(determined
by reducing contributions made on behalf of Highly Compensated Participants in
order of the actual deferral ratios beginning with the highest of such ratios).
Excess Contributions shall be treated as an "annual addition" pursuant to
Section 4.9(b).

                                       4
<PAGE>

     1.21 "Excess Deferred Compensation" means, with respect to any taxable year
of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference.  Excess Deferred Compensation shall be treated as an
"annual addition" pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participant's taxable year.  Additionally, for
purposes of Sections 9.2 and 4.4(h), Excess Deferred Compensation shall continue
to be treated as Employer contributions even if distributed pursuant to Section
4.2(f).  However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).

     1.22 "ESOP" means an employee stock ownership plan that meets the
requirements of Code Section 4975(e)(7) and Regulation 54.4975-11.

     1.23 "Exempt Loan" means a loan made to the Plan by a disqualified person
or a loan to the Plan which is guaranteed by a disqualified person and which
satisfies the requirements of Section 2550.408b-3 of the Department of Labor
Regulations, Section 54.4975-7(b) of the Treasury Regulations and Section 5.4
hereof.

     1.24 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator.

     1.25 "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1st of each year and ending the following December 31/st/.

     1.26 "Forfeiture" means that portion of a Participant's Account that is not
Vested, and occurs on the earlier of:

               (a)  the distribution of the entire Vested portion of a
          Terminated Participant's Account, or

               (b)  the last day of the Plan Year in which the Participant
          incurs five (5) consecutive 1-Year Breaks in Service.

          Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero, such Terminated Participant
shall be deemed to have received a distribution of his Vested benefit upon his
termination of employment.  Restoration of

                                       5
<PAGE>

such amounts shall occur pursuant to Section 7.4(g)(2). In addition, the term
Forfeiture shall also include amounts deemed to be Forfeitures pursuant to any
other provision of this Plan.

     1.27 "Former Participant" means a person who has been a Participant, but
who has ceased to be a Participant for any reason.

     1.28 "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051 (a)(3) and 6052.  "415
Compensation" must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

          For Plan Years beginning after December 31, 1997, for purposes of this
Section, the determination of "415 Compensation" shall include any elective
deferral (as defined in Code Section 402(g)(3)), and any amount which is
contributed or deferred by the Employer at the election of the Participant and
which is not includible in the gross income of the Participant by reason of Code
Sections 125 and 457.

     1.29 "414(s) Compensation" with respect to any Participant means such
Participant's "415 Compensation" paid during a Plan Year.  The amount of "414(s)
Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year except that "414(s) Compensation" shall only be recognized for
that portion of the Plan Year during which an Employee was a Participant in the
Plan.

          For purposes of this Section, the determination of "414(s)
Compensation" shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

          "414(s) Compensation" in excess of $170,000 shall be disregarded. Such
amount shall be adjusted for increases in the cost of living in accordance with
Code Section 401(a)(17), except that the dollar increase in effect on January 1
of any calendar year shall be effective for the Plan Year beginning with or
within such calendar year. For any short Plan Year the "414(s) Compensation"
limit shall be an amount equal to the "414(s) Compensation" limit for the
calendar year in which the Plan Year begins multiplied by the ratio obtained by
dividing the number of full months in the short Plan Year by twelve (12).

          For Plan Years beginning after December 31, 1996, for purposes of this
Section, the family member aggregation rules of Code Section 414(q)(6)(as in
effect prior to the Small Business Job Protection Act of 1996) are eliminated.

                                       6
<PAGE>

     1.30 "Highly Compensated Employee" means, for Plan Years beginning after
December 31, 1996, an Employee described in Code Section 414(q) and the
Regulations thereunder, and generally means an Employee who performed services
for the Employer during the "determination year" and is in one or more of the
following groups

               (a)  Employees who at any time during the "determination year" or
          "look-back year" were "five percent owners" as defined in Section
          1.36(c).

               (b)  Employees who received "415 Compensation" during the "look-
          back year" from the Employer in excess of $80,000.

          The "determination year" shall be the Plan Year for which testing is
being performed, and the "look back year" shall be the immediately preceding
twelve-month period.

          For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3),
402(h)(1)(B), 403 (b) or 457 (b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.  Additionally, the
dollar threshold amount specified in (b) above shall be adjusted at such time
and in the same manner as under Code Section 415(d), except that the base period
shall be the calendar quarter ending September 30, 1996.  In the case of such an
adjustment, the dollar limit which shall be applied is the limit for the
calendar year in which the "look back year" begins.

          In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911(d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees.  Additionally, all Affiliated Employers shall be taken into account
as a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer.  The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans.  Highly Compensated Former
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the "determination year."

     1.31 "Highly Compensated Former Employee" means a former Employee who had a
separation year prior to the "determination year" and was a Highly Compensated
Employee in the year of separation from service or in any "determination year"
after attaining age 55.  Notwithstanding the foregoing, an Employee who
separated from service prior to 1987 will be treated as a Highly Compensated
Former Employee only if during the separation year (or year preceding the
separation year) or any year after the Employee attains age 55 (or the last year
ending

                                       7
<PAGE>

before the Employee's 55th birthday), the Employee either received "415
Compensation" in excess of $50,000 or was a "five percent owner." For purposes
of this Section, "determination year," "415 Compensation" and "five percent
owner" shall be determined in accordance with Section 1.30. Highly Compensated
Former Employees shall be treated as Highly Compensated Employees. The method
set forth in this Section for determining who is a "Highly Compensated Former
Employee" shall be applied on a uniform and consistent basis for all purposes
for which the Code Section 414(q) definition is applicable.

     1.32 "Highly Compensated Participant" means any Highly Compensated Employee
who is eligible to participate in the Plan.

     1.33 "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties (these hours will be credited to the Employee for
the computation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period (these hours will
be calculated and credited pursuant to Department of Labor regulation
2530.200b-2 which is incorporated herein by reference); (3) each hour for which
back pay is awarded or agreed to by the Employer without regard to mitigation of
damages (these hours will be credited to the Employee for the computation period
or periods to which the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made). The same Hours of
Service shall not be credited both under (1) or (2), as the case may be, and
under (3).

          Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation, or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

          For purposes of this Section, a payment shall be deemed to be made by
or due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

                                       8
<PAGE>

          For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers.  The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

     1.34 "Income" means the income or losses allocable to "excess amounts"
which shall equal the sum of the allocable gain or loss for the "applicable
computation period" and the allocable gain or loss for the period between the
end of the "applicable computation period" and the date of distribution ("gap
period").  The income allocable to "excess amounts" for the "applicable
computation period" and the "gap period" is calculated separately and is
determined by multiplying the income for the "applicable computation period" or
the "gap period" by a fraction.  The numerator of the fraction is the "excess
amount" for the "applicable computation period."  The denominator of the
fraction is the total "account balance" attributable to "Employer contributions"
as of the end of the "applicable computation period" or the "gap period,"
reduced by the gain allocable to such total amount for the "applicable
computation period" or the "gap period" and increased by the loss allocable to
such total amount for the "applicable computation period" or the "gap period."
The provisions of this Section shall be applied:

          (a)  For purposes of Section 4.2(f), by substituting:

          (1)  "Excess Deferred Compensation" for "excess amounts";

          (2)  "taxable year of the Participant" for "applicable computation
          period";

          (3)  "Deferred Compensation" for "Employer contributions"; and

          (4)  "Participant's Elective Account" for "account balance."

          (b)  For purposes of Section 4.6(a), by substituting:

          (1)  "Excess Contributions" for "excess amounts";

          (2)  "Plan Year" for "applicable computation period";

          (3)  "Elective Contributions" for "Employer contributions"; and

          (4)  "Participant's Elective Account" for "account balance."

          (c)  For purposes of Section 4.8(a), by substituting:

          (1)  "Excess Aggregate Contributions" for "excess amounts";

          (2)  "Plan Year" for "applicable computation period";

                                       9
<PAGE>

          (3)  "Employer matching contributions made pursuant to Section 4.1(b)
          and any qualified non-elective contributions or elective deferrals
          taken into account pursuant to Section 4.7(c)" for "Employer
          contributions"; and

          (4)  "Participant's Account" for "account balance."

          In lieu of the "fractional method" described above, a "safe harbor
method" may be used to calculate the allocable Income for the "gap period."
Under the "safe harbor method, allocable Income for the "gap period" shall be
deemed to equal ten percent (10%) of the Income allocable to "excess amounts"
for the "applicable computation period" multiplied by the number of calendar
months in the "gap period." For purposes of determining the number of calendar
months in the "gap period," a distribution occurring on or before the fifteenth
day of the month shall be treated as having been made on the last day of the
preceding month and a distribution occurring after such fifteenth day shall be
treated as having been made on the first day of the next subsequent month.

          Income allocable to any distribution of Excess Deferred Compensation
on or before the last day of the taxable year of the Participant shall be
calculated from the first day of the taxable year of the Participant to the date
on which the distribution is made pursuant to either the "fractional method" or
the "safe harbor method."  Under such "safe harbor method," allocable Income for
such period shall be deemed to equal ten percent (10%) of the Income allocable
to such Excess Deferred Compensation multiplied by the number of calendar months
in such period.  For purposes of determining the number of calendar months in
such period, a distribution occurring on or before the fifteenth day of the
month shall be treated as having been made on the last day of the preceding
month and a distribution occurring after such fifteenth day shall be treated as
having been made on the first day of the next subsequent month.

     1.35 "Investment Manager" means an entity that (a) has the power to manage,
acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility
to the Plan in writing.  Such entity must be a person, firm, or corporation
registered as an investment adviser under the Investment Advisers Act of 1940, a
bank, or an insurance company.

     1.36 "Key Employee" means an Employee as defined in Code Section 416(i) and
the Regulations thereunder.  Generally, any Employee or former Employee (as well
as each of his Beneficiaries) is considered a Key Employee if he, at any time
during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

               (a)  an officer of the Employer (as that term is defined within
          the meaning of the Regulations under Code Section 416) having annual
          "415 Compensation" greater than 50 percent of the amount in effect
          under Code Section 415(b)(1)(A) for any such Plan Year.

                                       10
<PAGE>

               (b)  one of the ten employees having annual "415 Compensation"
          from the Employer for a Plan Year greater than the dollar limitation
          in effect under Code Section 415(c)(1)(A) for the calendar year in
          which such Plan Year ends and owning (or considered as owning within
          the meaning of Code Section 318) both more than one-half percent
          interest and the largest interests in the Employer.

               (c)  a "five percent owner" of the Employer. "Five percent owner"
          means any person who owns (or is considered as owning within the
          meaning of Code Section 318) more than five percent (5%) of the
          outstanding stock of the Employer or stock possessing more than five
          percent (5%) of the total combined voting power of all stock of the
          Employer or, in the case of an unincorporated business, any person who
          owns more than five percent (5%) of the capital or profits interest in
          the Employer. In determining percentage ownership hereunder, employers
          that would otherwise be aggregated under Code Sections 414(b), (c),
          (m) and (o) shall be treated as separate employers.

               (d)  a "one percent owner" of the Employer having an annual "415
          Compensation" from the Employer of more than $150,000. "One percent
          owner" means any person who owns (or is considered as owning within
          the meaning of Code Section 318) more than one percent (1%) of the
          outstanding stock of the Employer or stock possessing more than one
          percent (1%) of the total combined voting power of all stock of the
          Employer or, in the case of an unincorporated business, any person who
          owns more than one percent (1%) of the capital or profits interest in
          the Employer. In determining percentage ownership hereunder, employers
          that would otherwise be aggregated under Code Sections 414(b), (c),
          (m) and (o) shall be treated as separate employers. However, in
          determining whether an individual has "415 Compensation" of more than
          $150,000, "415 Compensation" from each employer required to be
          aggregated under Code Sections 414(b), (c), (m) and (o) shall be taken
          into account.

          For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402(e)(3) ,
402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.

     1.37 "Late Retirement Date" means the first day of the month coinciding
with or next following a Participant's actual Retirement Date after having
reached his Normal Retirement Date.

     1.38 "Leased Employee" means, for Plan Years beginning after December 31,
1996, any person (other than an Employee of the recipient) who pursuant to an
agreement between the recipient and any other person ("leasing organization")
has performed services for the recipient (or for the recipient and related
persons determined in accordance with Code Section 414(n)(6)) on a

                                       11
<PAGE>

substantially full time basis for a period of at least one year, and such
services are performed under primary direction or control by the recipient
employer. Contributions or benefits provided a Leased Employee by the leasing
organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer. A Leased
Employee shall not be considered an Employee of the recipient:

               (a)  if such employee is covered by a money purchase pension plan
          providing:

               (1)  a non-integrated employer contribution rate of at least 10%
               of compensation, as defined in Code Section 415(c)(3), but
               including amounts which are contributed by the Employer pursuant
               to a salary reduction agreement and which are not includible in
               the gross income of the Participant under Code Sections 125,
               402(e)(3), 402(h)(1)(B), 403 (b) or 457 (b), and Employee
               contributions described in Code Section 414(h)(2) that are
               treated as Employer contributions.

               (2)  immediate participation; and

               (3)  full and immediate vesting; and

               (b)  if Leased Employees do not constitute more that 20% of the
          recipient's non-highly compensated work force.

     1.39 "Non-Elective Contribution" means the Employer contributions to the
Plan excluding, however, contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution used in the "Actual Deferral Percentage" tests.

     1.40 "Non-Highly Compensated Participant" means, for Plan Years beginning
after December 31, 1996, any Participant who is not a Highly Compensated
Employee.  However, for purposes of Section 4.5 and Section 4.7, if the prior
year testing method is used, a Non-Highly Compensated Participant shall be
determined using the definition of Highly Compensated Employee in effect for the
preceding Plan Year.

     1.41 "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

     1.42 "Normal Retirement Age" means the Participant's 65th birthday, or his
5th anniversary of joining the Plan, if later.  A Participant shall become fully
Vested in his Participant's Account upon attaining his Normal Retirement Age.

     1.43 "Normal Retirement Date" means the first day of the month coinciding
with or next following the Participant's Normal Retirement Age.

                                       12
<PAGE>

     1.44 "1-Year Break in Service" means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer.  Further, solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

          "Authorized leave of absence" means an unpaid, temporary cessation
from active employment with the Employer pursuant to an established
nondiscriminatory policy, whether occasioned by illness, military service, or
any other reason.

          A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child, or any absence
for the purpose of caring for such child for a period immediately following such
birth or placement.  For this purpose, Hours of Service shall be credited for
the computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day.  The total Hours of
Service required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

     1.45 "Other Investments Account" means the account of a Participant which
is credited with his share of the net gain (or loss) of the Plan, Forfeitures
and Employer contributions in other than Company Stock and which is debited with
payments made to pay for Company Stock.

          A separate accounting shall be maintained with respect to that portion
of the Other Investments Account attributable to Elective Contributions and Non-
Elective Contributions.

     1.46 "Participant" means any Eligible Employee who participates in the Plan
and has not for any reason become ineligible to participate further in the Plan.

     1.47 "Participant Direction Procedures" means such instructions, guidelines
or policies, the terms of which are incorporated herein, as shall be established
pursuant to Section 4.12 and observed by the Administrator and applied to
Participants who have Participant Directed Accounts.

     1.48 "Participant's Account" means the account established and maintained
by the Administrator for each Participant with respect to his total interest in
the Plan and Trust resulting from the Employer Non-Elective Contributions.

                                       13
<PAGE>

          A separate accounting shall be maintained with respect to that portion
of the Participant's Account attributable to Employer matching contributions
made pursuant to Section 4.1(b), Employer discretionary contributions made
pursuant to Section 4.1(d) and any Employer Qualified Non-Elective
Contributions.

     1.49 "Participant's Combined Account" means the total aggregate amount of
each Participant's Elective Account and Participant's Account.

     1.50 "Participant's Directed Account" means that portion of a Participant's
interest in the Plan with respect to which the Participant has directed the
investment in accordance with the Participant Direction Procedure.

     1.51 "Participant's Elective Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer Elective
Contributions used to satisfy the "Actual Deferral Percentage" tests.  A
separate accounting shall be maintained with respect to that portion of the
Participant's Elective Account attributable to such Elective Contributions
pursuant to Section 4.2 and any Employer Qualified Non-Elective Contributions.

     1.52 "Plan" means this instrument which includes the Profit Sharing Plan
and ESOP, including all amendments thereto.

     1.53 "Plan Year" means the Plan's accounting year of twelve (12) months
commencing on January 1st of each year and ending the following December 31st.

     1.54 "Qualified Non-Elective Contribution" means any Employer contributions
made pursuant to Section 4.1(c) and Section 4.6(b) and Section 4.8(f).  Such
contributions shall be considered an Elective Contribution for the purposes of
the Plan and may be used to satisfy the "Actual Deferral Percentage" tests or
the "Actual Contribution Percentage" tests.

     1.55 "Regulation" means the Income Tax Regulations as promulgated by the
Secretary of the Treasury or his delegate, and as amended from time to time.

     1.56 "Retired Participant" means a person who has been a Participant, but
who has become entitled to retirement benefits under the Plan.

     1.57 "Retirement Date" means the date as of which a Participant retires
whether such retirement occurs on a Participant's Normal Retirement Date or Late
Retirement Date (see Section 7.1).

     1.58 "Super Top Heavy Plan" means a plan described in Section 9.2(b).

                                       14
<PAGE>

     1.59 "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death or retirement.

     1.60 "Top Heavy Plan" means a plan described in Section 9.2(a).

     1.61 "Top Heavy Plan Year" means a Plan Year during which the Plan is a Top
Heavy Plan.

     1.62 "Trustee" means the person or entity named as trustee herein or in any
separate trust forming a part of this Plan, and any successors.

     1.63 "Trust Fund" means the assets of the Plan and Trust as the same shall
exist from time to time.

     1.64 "Unallocated Company Stock Suspense Account" means an account
containing Company Stock acquired with the proceeds of an Exempt Loan and which
has not been released from such account and allocated to the Participants'
Company Stock Accounts.

     1.65 "Valuation Date" means the Anniversary Date and such other date or
dates deemed necessary by the Administrator. The Valuation Date may include any
day during the Plan Year that the Trustee, any transfer agent appointed by the
Trustee or the Employer and any stock exchange used by such agent are open for
business.

     1.66 "Vested" means the nonforfeitable portion of any account maintained on
behalf of a Participant.

     1.67 "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

          For vesting purposes, the computation periods shall be the Plan Year,
including periods prior to the Effective Date of the Plan.

          The computation period shall be the Plan Year if not otherwise set
forth herein.

          Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c). However,
in determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of full months in
the short Plan Year.

          Years of Service with any Affiliated Employer shall be recognized.

                                       15
<PAGE>

                                  ARTICLE II
                                ADMINISTRATION

2.1  POWERS AND RESPONSIBILITIES OF THE EMPLOYER

               (a)  In addition to the general powers and responsibilities
          otherwise provided for in this Plan, the Employer shall be empowered
          to appoint and remove the Trustee and the Administrator from time to
          time as it deems necessary for the proper administration of the Plan
          to ensure that the Plan is being operated for the exclusive benefit of
          the Participants and their Beneficiaries in accordance with the terms
          of the Plan, the Code, and the Act. The Employer may appoint counsel,
          specialists, advisers, agents (including any nonfiduciary agent) and
          other persons as the Employer deems necessary or desirable in
          connection with the exercise of its fiduciary duties under this Plan.
          The Employer may compensate such agents or advisers from the assets of
          the Plan as fiduciary expenses (but not including any business
          (settlor) expenses of the Employer), to the extent not paid by the
          Employer.

               (b)  The Employer may, by written agreement or designation,
          appoint at its option an Investment Manager (qualified under the
          Investment Company Act of 1940 as amended), investment adviser, or
          other agent to provide direction to the Trustee with respect to any or
          all of the Plan assets. Such appointment shall be given by the
          Employer in writing in a form acceptable to the Trustee and shall
          specifically identify the Plan assets with respect to which the
          Investment Manager or other agent shall have authority to direct the
          investment.

               (c)  The Employer shall establish a "funding policy and method,"
          i.e., it shall determine whether the Plan has a short run need for
          liquidity (e.g., to pay benefits) or whether liquidity is a long run
          goal and investment growth (and stability of same) is a more current
          need, or shall appoint a qualified person to do so. The Employer or
          its delegate shall communicate such needs and goals to the Trustee,
          who shall coordinate such Plan needs with its investment policy. The
          communication of such a "funding policy and method" shall not,
          however, constitute a directive to the Trustee as to investment of the
          Trust Funds. Such "funding policy and method" shall be consistent with
          the objectives of this Plan and with the requirements of Title I of
          the Act.

               (d)  The Employer 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 Employer or by a qualified person
          specifically designated by the Employer, through day-to-day conduct
          and evaluation, or through other appropriate ways.

                                       16
<PAGE>

2.2  DESIGNATION OF ADMINISTRATIVE AUTHORITY

          The Employer shall be the Administrator. The Employer may appoint any
person, including, but not limited to, the Employees of the Employer, to perform
the duties of the Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. Upon the resignation
or removal of any individual performing the duties of the Administrator, the
Employer may designate a successor.

2.3  ALLOCATION AND DELEGATION OF RESPONSIBILITIES

          If more than one person is appointed as Administrator, the
responsibilities of each Administrator may be specified by the Employer and
accepted in writing by each Administrator.  In the event that no such delegation
is made by the Employer, the Administrators may allocate the responsibilities
among themselves, in which event the Administrators shall notify the Employer
and the Trustee in writing of such action and specify the responsibilities of
each Administrator.  The Trustee thereafter shall accept and rely upon any
documents executed by the appropriate Administrator until such time as the
Employer or the Administrators file with the Trustee a written revocation of
such designation.

2.4  POWERS AND DUTIES OF THE ADMINISTRATOR

          The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the Plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons. The Administrator may establish procedures, correct any defect,
supply any information, or reconcile any inconsistency in such manner and to
such extent as shall be deemed necessary or advisable to carry out the purpose
of the Plan; provided, however, that any procedure, discretionary act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform principles consistently applied and shall be consistent with the
intent that the Plan shall continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comply with the terms of the Act and all
regulations issued pursuant thereto. The Administrator shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

          The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

               (a)  the discretion to determine all questions relating to the
          eligibility of Employees to participate or remain a Participant
          hereunder and to receive benefits under the Plan;

                                       17
<PAGE>

               (b)  to compute, certify, and direct the Trustee with respect to
          the amount and the kind of benefits to which any Participant shall be
          entitled hereunder;

               (c)  to authorize and direct the Trustee with respect to all
          nondiscretionary or otherwise directed disbursements from the Trust;

               (d)  to maintain all necessary records for the administration of
          the Plan;

               (e) to interpret the provisions of the Plan and to make and
          publish such rules for regulation of the Plan as are consistent with
          the terms hereof;

               (f)  to determine the size and type of any Contract to be
          purchased from any insurer, and to designate the insurer from which
          such Contract shall be purchased;

               (g)  to compute and certify to the Employer and to the Trustee
          from time to time the sums of money necessary or desirable to be
          contributed to the Plan;

               (h)  to consult with the Employer and the Trustee regarding the
          short and long-term liquidity needs of the Plan in order that the
          Trustee can exercise any investment discretion in a manner designed to
          accomplish specific objectives;

               (i)  to prepare and implement a procedure to notify Eligible
          Employees that they may elect to have a portion of their Compensation
          deferred or paid to them in cash;

               (j)  to establish and communicate to Participants a procedure,
          which includes at least three (3) investment options pursuant to
          Regulations, for allowing each Participant to direct the Trustee as to
          the investment of his Company Stock Account pursuant to Section 4.12;

               (k)  to assist any Participant regarding his rights, benefits, or
          elections available under the Plan.

2.5  RECORDS AND REPORTS

          The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, policies, and other data that may be
necessary for proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

                                       18
<PAGE>

2.6  APPOINTMENT OF ADVISERS

          The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents (including
nonfiduciary agents) and other persons as the Administrator or the Trustee deems
necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and to Plan Participants.

2.7  PAYMENT OF EXPENSES

          All expenses of administration may be paid out of the Trust Fund
unless paid by the Employer. Such expenses shall include any expenses incident
to the functioning of the Administrator, or any person or persons retained or
appointed by any Named Fiduciary incident to the exercise of their duties under
the Plan, including, but not limited to, fees of accountants, counsel,
Investment Managers, agents (including nonfiduciary agents) appointed for the
purpose of assisting the Administrator or the Trustee in carrying out the
instructions of Participants as to the directed investment of their accounts and
other specialists and their agents, and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Trust Fund.

2.8  CLAIMS PROCEDURE

     Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate, an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

2.9  CLAIMS REVIEW PROCEDURE

     Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.8
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.8. The
Administrator shall then conduct a hearing within the next 60 days at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (or
prior thereto upon 5 business days written notice to the

                                       19
<PAGE>

administrator) the claimant or his representative shall have an opportunity to
review all documents in the possession of the Administrator which are pertinent
to the claim at issue and its disallowance. Either the claimant or the
Administrator may cause a court reporter to attend the hearing and record the
proceedings. In such event, a complete written transcript of the proceedings
shall be furnished to both parties by the court reporter. The full expense of
any such court reporter and such transcripts shall be borne by the party causing
the court reporter to attend the hearing. A final decision as to the allowance
of the claim shall be made by the Administrator within 60 days of receipt of the
appeal (unless there has been an extension of 60 days due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the 60 day period). Such communication
shall be written in a manner calculated to be understood by the claimant and
shall include specific reasons for the decision and specific references to the
pertinent Plan provisions on which the decision is based.

                                  ARTICLE III
                                  ELIGIBILITY

3.1  CONDITIONS OF ELIGIBILITY

          Any Eligible Employee who has completed four (4) months of service
shall be eligible to participate hereunder as of the date he has satisfied such
requirements. However, any Employee who was a Participant in the Plan prior to
the effective date of this amendment and restatement shall continue to
participate in the Plan.

          For purposes of this Section, an Eligible Employee will be deemed to
have completed four (4) months of service if he is in the employ of the Employer
at any time four (4) months after his employment commencement date. Employment
commencement date shall be the first day that he is entitled to be credited with
an Hour of Service for the performance of duty.

3.2  EFFECTIVE DATE OF PARTICIPATION

          An Eligible Employee shall become a Participant effective as of the
earlier of the first day of the Plan Year or the first day of the seventh month
of such Plan Year coinciding with or next following the date such Employee met
the eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of
rehire if a 1-Year Break in Service has not occurred).

3.3  DETERMINATION OF ELIGIBILITY

          The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.9.

                                       20
<PAGE>

3.4  TERMINATION OF ELIGIBILITY

               (a)  In the event a Participant shall go from a classification of
          an Eligible Employee to an ineligible Employee, such Former
          Participant shall continue to vest in his interest in the Plan for
          each Year of Service completed while a noneligible Employee, until
          such time as his Participant's Account shall be forfeited or
          distributed pursuant to the terms of the Plan. Additionally, his
          interest in the Plan shall continue to share in the earnings of the
          Trust Fund.

               (b)  In the event a Participant is no longer a member of an
          eligible class of Employees and becomes ineligible to participate,
          such Employee will participate immediately upon returning to an
          eligible class of Employees.

3.5  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 his Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have contributed with
respect to him had he 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.

3.6  INCLUSION OF INELIGIBLE EMPLOYEE

          If, in any Plan Year, any person 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 for the year has been
made, the Employer shall not be entitled to recover the contribution made with
respect to the ineligible person regardless of whether or not a deduction is
allowable with respect to such contribution. In such event, the amount
contributed with respect to the ineligible person shall constitute a Forfeiture
(except for Deferred Compensation which shall be distributed to the ineligible
person) for the Plan Year in which the discovery is made.

3.7  ELECTION NOT TO PARTICIPATE

          An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be communicated to the Employer, in writing, at least thirty (30) days before
the beginning of a Plan Year.

                                       21
<PAGE>

                                  ARTICLE IV
                          CONTRIBUTION AND ALLOCATION

4.1  FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

          For each Plan Year, the Employer shall contribute to the Plan:

               (a)  The amount of the total salary reduction elections of all
          Participants made pursuant to Section 4.2(a), which amount shall be
          deemed an Employer Elective Contribution.

               (b)  On behalf of each Participant who is eligible to share in
          matching contributions for the Plan Year, a matching contribution of a
          Participant's Deferred Compensation equal to the first 3% of payroll
          period Compensation and 50% of the next 2% of payroll period
          Compensation, which amount shall be deemed an Employer Non-Elective
          Contribution.

               (c)  On behalf of each Non-Highly Compensated Participant who is
          eligible to share in the Qualified Non-Elective Contribution for the
          Plan Year, a discretionary Qualified Non-Elective Contribution equal
          to a uniform percentage of each eligible individual's Compensation,
          the exact percentage, if any, to be determined each year by the
          Employer. Any Employer Qualified Non-Elective Contribution shall be
          deemed an Employer Elective Contribution.

               (d)  A discretionary amount to the ESOP, which amount to the
          ESOP, if any, shall be deemed an Employer Non-Elective Contribution.

               (e)  Additionally, to the extent necessary, the Employer shall
          contribute to the Plan the amount necessary to provide the top heavy
          minimum contribution. All contributions by the Employer shall be made
          in cash or in such property as is acceptable to the Trustee.

4.2  PARTICIPANT'S SALARY REDUCTION ELECTION

               (a)  Each Participant may elect to defer a portion of his
          Compensation which would have been received in the Plan Year (except
          for the deferral election) by up to the maximum amount which will not
          cause the Plan to violate the provisions of Sections 4.5(a) and 4.9. A
          deferral election (or modification of an earlier election) may not be
          made with respect to Compensation which is currently available on or
          before the date the Participant executed such election. For purposes
          of this Section, Compensation shall be determined prior to any
          reductions made pursuant to Code Sections 125, 402(e)(3),
          402(h)(1)(B), 403(b) or 457(b), and Employee contributions described
          in Code Section 414(h)(2) that are treated as Employer contributions.

                                       22
<PAGE>

               The amount by which Compensation is reduced shall be that
          Participant's Deferred Compensation and be treated as an Employer
          Elective Contribution and allocated to that Participant's Elective
          Account.

               (b)  The balance in each Participant's Elective Account shall be
          fully Vested at all times and shall not be subject to Forfeiture for
          any reason.

               (c)  Notwithstanding anything in the Plan to the contrary,
          amounts held in the Participant's Elective Account may not be
          distributable earlier than:

               (1)  a Participant's separation from service, or death;

               (2)  a Participant's attainment of age 59 1/2;

               (3)  the termination of the Plan without the establishment or
               existence of a "successor plan," as that term is described in
               Regulation l.401(k)-l(d)(3);

               (4)  the date of disposition by the Employer to an entity that is
               not an Affiliated Employer of substantially all of the assets
               (within the meaning of Code Section 409(d)(2)) used in a trade or
               business of such corporation if such corporation continues to
               maintain this Plan after the disposition with respect to a
               Participant who continues employment with the corporation
               acquiring such assets;

               (5)  the date of disposition by the Employer or an Affiliated
               Employer who maintains the Plan of its interest in a subsidiary
               (within the meaning of Code Section 409(d)(3)) to an entity which
               is not an Affiliated Employer but only with respect to a
               Participant who continues employment with such subsidiary; or

               (6)  the proven financial hardship of a Participant, subject to
               the limitations of Section 7.10.

               (d)  For each Plan Year, a Participant's Deferred Compensation
          made under this Plan and all other plans, contracts or arrangements of
          the Employer maintaining this Plan shall not exceed, during any
          taxable year of the Participant, the limitation imposed by Code
          Section 402(g), as in effect at the beginning of such taxable year. If
          such dollar limitation is exceeded, a Participant will be deemed to
          have notified the Administrator of such excess amount which shall be
          distributed in a manner consistent with Section 4.2(f). The dollar
          limitation shall be adjusted annually pursuant to the method provided
          in Code Section 415(d) in accordance with Regulations.

                                       23
<PAGE>

               (e)  In the event a Participant has received a hardship
          distribution from his Participant's Elective Account pursuant to
          Section 7.10(b) or pursuant to Regulation 1.401(k)-l(d)(2)(iv)(B) from
          any other plan maintained by the Employer, then such Participant shall
          not be permitted to elect to have Deferred Compensation contributed to
          the Plan on his behalf for a period of twelve (12) months following
          the receipt of the distribution. Furthermore, the dollar limitation
          under Code Section 402(g) shall be reduced, with respect to the
          Participant's taxable year following the taxable year in which the
          hardship distribution was made, by the amount of such Participant's
          Deferred Compensation, if any, pursuant to this Plan (and any other
          plan maintained by the Employer) for the taxable year of the hardship
          distribution.

               (f)  If a Participant's Deferred Compensation under this Plan
          together with any elective deferrals (as defined in Regulation
          1.402(g)-1(b)) under another qualified cash or deferred arrangement
          (as defined in Code Section 401(k)), a simplified employee pension (as
          defined in Code Section 408(k)), a salary reduction arrangement
          (within the meaning of Code Section 3121(a)(5)(D)), a deferred
          compensation plan under Code Section 457(b), or a trust described in
          Code Section 501(c)(18) cumulatively exceed the limitation imposed by
          Code Section 402(g)(as adjusted annually in accordance with the method
          provided in Code Section 415(d) pursuant to Regulations) for such
          Participant's taxable year, the Participant may, not later than March
          1 following the close of the Participant's taxable year, notify the
          Administrator in writing of such excess and request that his Deferred
          Compensation under this Plan be reduced by an amount specified by the
          Participant. In such event, the Administrator may direct the Trustee
          to distribute such excess amount (and any Income allocable to such
          excess amount) to the Participant not later than the first April 15th
          following the close of the Participant's taxable year. Any
          distribution of less than the entire amount of Excess Deferred
          Compensation and Income shall be treated as a pro rata distribution of
          Excess Deferred Compensation and Income. The amount distributed shall
          not exceed the Participant's Deferred Compensation under the Plan for
          the taxable year (and any Income allocable to such excess amount). Any
          distribution on or before the last day of the Participant's taxable
          year must satisfy each of the following conditions:

               (1)  the distribution must be made after the date on which the
               Plan received the Excess Deferred Compensation;

               (2)  the Participant shall designate the distribution as Excess
               Deferred Compensation; and

               (3)  the Plan must designate the distribution as a distribution
               of Excess Deferred Compensation.

                                       24
<PAGE>

                    Any distribution made pursuant to this Section 4.2(f) shall
          be made first from unmatched Deferred Compensation and, thereafter,
          from Deferred Compensation which is matched. Matching contributions
          which relate to such Deferred Compensation shall be forfeited.

               (g)  Notwithstanding Section 4.2(f) above, a Participant's Excess
          Deferred Compensation shall be reduced, but not below zero, by any
          distribution of Excess Contributions pursuant to Section 4.6(a) for
          the Plan Year beginning with or within the taxable year of the
          Participant.

               (h)  At Normal Retirement Date, or such other date when the
          Participant shall be entitled to receive benefits, the fair market
          value of the Participant's Elective Account shall be used to provide
          additional benefits to the Participant or his Beneficiary.

               (i)  Employer Elective Contributions made pursuant to this
          Section may be segregated into a separate account for each Participant
          in a federally insured savings account, certificate of deposit in a
          bank or savings and loan association, money market certificate, or
          other short-term debt security acceptable to the Trustee until such
          time as the allocations pursuant to Section 4.4 have been made.

               (j)  The Employer and the Administrator shall implement the
          salary reduction elections provided for herein in accordance with the
          following:

               (1)  A Participant must make his initial salary deferral election
               within a reasonable time, not to exceed thirty (30) days, after
               entering the Plan pursuant to Section 3.2. If the Participant
               fails to make an initial salary deferral election within such
               time, then such Participant may thereafter make an election in
               accordance with the rules governing modifications. The
               Participant shall make such an election by entering into a
               written salary reduction agreement with the Employer and filing
               such agreement with the Administrator. Such election shall
               initially be effective beginning with the pay period following
               the acceptance of the salary reduction agreement by the
               Administrator, shall not have retroactive effect and shall remain
               in force until revoked.

               (2)  A Participant may modify a prior election during the Plan
               Year and concurrently make a new election by filing a written
               notice with the Administrator within a reasonable time before the
               pay period for which such modification is to be effective.
               However, modifications to a salary deferral election shall only
               be permitted quarterly, during election periods established by
               the Administrator prior to the first day of each Plan Year
               quarter. Any

                                       25
<PAGE>

               modification shall not have retroactive effect and shall remain
               in force until revoked

               (3)  A Participant may elect to prospectively revoke his salary
               reduction agreement in its entirety at any time during the Plan
               Year by providing the Administrator with thirty (30) days written
               notice of such revocation (or upon such shorter notice period as
               may be acceptable to the Administrator). Such revocation shall
               become effective as of the beginning of the first pay period
               coincident with or next following the expiration of the notice
               period. Furthermore, the termination of the Participant's
               employment, or the cessation of participation for any reason,
               shall be deemed to revoke any salary reduction agreement then in
               effect, effective immediately following the close of the pay
               period within which such termination or cessation occurs.

4.3  TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

          Employer contributions will be paid in cash, Company Stock or other
property as the Employer may from time to time determine. Company Stock and
other property will be valued at their then fair market value. The Employer
shall generally pay to the Trustee its contribution to the Plan for each Plan
Year, within the time prescribed by law, including extensions of time, for the
filing of the Employer federal income tax return for the Fiscal Year.

          However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer general assets, but
in any event within ninety (90) days from the date on which such amounts would
otherwise have been payable to the Participant in cash. The provisions of
Department of Labor regulations 2510.3-102 are incorporated herein by reference.
Furthermore, any additional Employer contributions which are allocable to the
Participant's Elective Account for a Plan Year shall be paid to the Plan no
later than the twelve-month period immediately following the close of such Plan
Year.

4.4  LOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS

               (a)  The Administrator shall establish and maintain an account in
          the name of each Participant to which the Administrator shall credit
          as of each Anniversary Date all amounts allocated to each such
          Participant as set forth herein.

               (1)  With respect to the Employer Elective Contribution made
               pursuant to Section 4.1(a), to each Participant's Elective
               Account in an amount equal to each such Participant's Deferred
               Compensation for the year.

                                       26
<PAGE>

               (2)  With respect to the Employer Non-Elective Contribution made
               pursuant to Section 4.1(b), to each Participant's Account in
               accordance with Section 4.1(b).

               Any Participant actively employed during the Plan Year shall be
               eligible to share in the matching contribution for the Plan Year.

               (3)  With respect to the Employer Qualified Non-Elective
               Contribution made pursuant to Section 4.1(c), to each
               Participant's Elective Account when used to satisfy the "Actual
               Deferral Percentage" tests or Participant's Account in accordance
               with Section 4.1(c).

               Only Non-Highly Compensated Participants who have completed a
               Year of Service during the Plan Year and are actively employed on
               the last day of the Plan Year shall be eligible to share in the
               Qualified Non-Elective Contribution for the year.

               (4)  With respect to the Employer Non-Elective Contribution made
               pursuant to Section 4.1(d), to each Participant's Account in the
               same proportion that each such Participant's Compensation for the
               year bears to the total Compensation of all Participants for such
               year.

               Only Participants who have completed a Year of Service during the
               Plan Year and are actively employed on the last day of the Plan
               Year shall be eligible to share in the discretionary contribution
               for the year.

               (b)  The Company Stock Account of each Participant shall be
          credited as of each Anniversary Date with Forfeitures of Company Stock
          and his allocable share of Company Stock (including fractional shares)
          purchased and paid for by the Plan or contributed in kind by the
          Employer. Stock dividends on Company Stock held in his Company Stock
          Account shall be credited to his Company Stock Account when paid. Cash
          dividends on Company Stock held in his Company Stock Account shall, in
          the sole discretion of the Administrator, either be credited to his
          Other Investments Account when paid or be used to repay an Exempt
          Loan; provided, however, that when cash dividends are used to repay an
          Exempt Loan, Company Stock shall be released from the Unallocated
          Company Stock Suspense Account and allocated to the Participant's
          Company Stock Account pursuant to Section 4.4(e) and, provided
          further, that Company Stock allocated to the Participant's Company
          Stock Account shall have a fair market value not less than the amount
          of cash dividends which would have been allocated to such
          Participant's Other Investments Account for the year.

                                       27
<PAGE>

               Company Stock acquired by the ESOP with the proceeds of an Exempt
     Loan shall only be allocated to each Participant's Company Stock Account
     upon release from the Unallocated Company Stock Suspense Account as
     provided in Section 4.4(e) herein.  Company Stock acquired with the
     proceeds of an Exempt Loan shall be an asset of the Trust Fund and
     maintained in the Unallocated Company Stock Suspense Account.

          (c)  As of each Valuation Date, any earnings or losses (net
     appreciation or net depreciation) of the Trust Fund shall be allocated in
     the same proportion that each Participant's and Former Participant's time
     weighted average nonsegregated accounts (other than each Participant's
     Company Stock Account) bear to the total of all Participants' and Former
     Participants' time weighted average nonsegregated accounts (other than each
     Participant's Company Stock Account) as of such date.

               Earnings or losses do not include the interest paid under any
     installment contract for the purchase of Company Stock by the Trust Fund or
     on any loan used by the Trust Fund to purchase Company Stock, nor does it
     include income received by the Trust Fund with respect to Company Stock
     acquired with the proceeds of an Exempt Loan; all income received by the
     Trust Fund from Company Stock acquired with the proceeds of an Exempt Loan
     may, at the discretion of the Administrator, be used to repay such loan.

               Participants' transfers from other qualified plans deposited in
     the general Trust Fund shall share in any earnings and losses (net
     appreciation or net depreciation) of the Trust Fund in the same manner
     provided above. Each segregated account maintained on behalf of a
     Participant shall be credited or charged with its separate earnings and
     losses.

          (d)  Participants' accounts shall be debited for any insurance or
     annuity premiums paid, if any, and credited with any dividends received on
     insurance contracts.

          (e)  All Company Stock acquired by the ESOP with the proceeds of an
     Exempt Loan must be added to and maintained in the Unallocated Company
     Stock Suspense Account. Such Company Stock shall be released and withdrawn
     from that account as if all Company Stock in that account were encumbered.
     For each Plan Year during the duration of the loan, the number of shares of
     Company Stock released shall equal the number of encumbered shares held
     immediately before release for the current Plan Year multiplied by a
     fraction, the numerator of which is the amount of principal paid for the
     Plan Year and the denominator of which is the sum of the numerator plus the
     principal to be paid for all future Plan Years. As of each Anniversary
     Date, the Plan must consistently allocate to each Participant's Account, in
     the same manner as Employer discretionary contributions pursuant to

                                       28
<PAGE>

     Section 4.1(d) are allocated, non-monetary units (shares and fractional
     shares of Company Stock) representing each Participant's interest in
     Company Stock withdrawn from the Unallocated Company Stock Suspense
     Account. However, Company Stock released from the Unallocated Company Stock
     Suspense Account with cash dividends pursuant to Section 4.4(b) shall be
     allocated to each Participant's Company Stock Account in the same
     proportion that each such Participant's number of shares of Company Stock
     sharing in such cash dividends bears to the total number of shares of all
     Participants' Company Stock sharing in such cash dividends. Income earned
     with respect to Company Stock in the Unallocated Company Stock Suspense
     Account shall be used, at the discretion of the Administrator, to repay the
     Exempt Loan used to purchase such Company Stock. Company Stock released
     from the Unallocated Company Stock Suspense Account with such income, and
     any income which is not so used, shall be allocated as of each Anniversary
     Date in the same proportion that each Participant's and Former
     Participant's nonsegregated accounts after the allocation of any earnings
     or losses pursuant to Section 4.4(c) bear to the total of all Participants'
     and Former Participants' nonsegregated accounts after the allocation of any
     earnings or losses pursuant to Section 4.4(c).

          (f)  As of each Anniversary Date any amounts which became Forfeitures
     since the last Anniversary Date shall first be made available to reinstate
     previously forfeited account balances of Former Participants, if any, in
     accordance with Section 7.4(g)(2). The remaining Forfeitures, if any, shall
     be allocated to Participants' Accounts and used to reduce the contribution
     of the Employer hereunder for the Plan Year in which such Forfeitures occur
     in the following manner:

          (1)  Forfeitures attributable to Employer matching contributions made
          pursuant to Section 4.1(b) shall be used to reduce the Employer
          contribution for the Plan Year in which such Forfeitures occur.

          (2)  Forfeitures attributable to Employer discretionary contributions
          made pursuant to Section 4.1(d) shall be allocated among the
          Participants' Accounts of Participants otherwise eligible to share in
          the allocation of discretionary contributions for the year in the same
          proportion that each such Participant's Compensation for the year
          bears to the total Compensation of all such Participants for the year.

               Provided, however, that in the event the allocation of
     Forfeitures provided herein shall cause the "annual addition" (as defined
     in Section 4.9) to any Participant's Account to exceed the amount allowable
     by the Code, the excess shall be reallocated in accordance with Section
     4.10.

          (g)  For any Top Heavy Plan Year, Non-Key Employees not otherwise
     eligible to share in the allocation of contributions and Forfeitures as
     provided above,

                                       29
<PAGE>

     shall receive the minimum allocation provided for in Section 4.4(h) if
     eligible pursuant to the provisions of Section 4.4(j).

               (h)  Minimum Allocations Required for Top Heavy Plan Years:
     Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the
     Employer contributions and Forfeitures allocated to the Participant's
     Combined Account of each Non-Key Employee shall be equal to at least three
     percent (3%) of such Non-Key Employee's "415 Compensation" (reduced by
     contributions and forfeitures, if any, allocated to each Non-Key Employee
     in any defined contribution plan included with this plan in a Required
     Aggregation Group). However, if (1) the sum of the Employer contributions
     and Forfeitures allocated to the Participant's Combined Account of each Key
     Employee for such Top Heavy Plan Year is less than three percent (3%) of
     each Key Employee's "415 Compensation" and (2) this Plan is not required to
     be included in an Aggregation Group to enable a defined benefit plan to
     meet the requirements of Code Section 401(a)(4) or 410, the sum of the
     Employer contributions and Forfeitures allocated to the Participant's
     Combined Account of each Non-Key Employee shall be equal to the largest
     percentage allocated to the Participant's Combined Account of any Key
     Employee. However, in determining whether a Non-Key Employee has received
     the required minimum allocation, such Non-Key Employee's Deferred
     Compensation and matching contributions needed to satisfy the "Actual
     Contribution Percentage" tests pursuant to Section 4.7(a) shall not be
     taken into account.

                    However, no such minimum allocation shall be required in
     this Plan for any Non-Key Employee who participates in another defined
     contribution plan subject to Code Section 412 included with this Plan in a
     Required Aggregation Group.

               (i)  For purposes of the minimum allocations set forth above, the
     percentage allocated to the Participant's Combined Account of any Key
     Employee shall be equal to the ratio of the sum of the Employer
     contributions and Forfeitures allocated on behalf of such Key Employee
     divided by the "415 Compensation" for such Key Employee.

               (j)  For any Top Heavy Plan Year, the minimum allocations set
     forth above shall be allocated to the Participant's Combined Account of all
     Non-Key Employees who are Participants and who are employed by the Employer
     on the last day of the Plan Year, including Non-Key Employees who have (1)
     failed to complete a Year of Service; and (2) declined to make mandatory
     contributions (if required) or, in the case of a cash or deferred
     arrangement, elective contributions to the Plan.

               (k)  For the purposes of this Section, "415 Compensation" shall
     be limited to $170,000. Such amount shall be adjusted for increases in the
     cost of living in

                                       30
<PAGE>

     accordance with Code Section 401(a)(17), except that the dollar increase in
     effect on January 1 of any calendar year shall be effective for the Plan
     Year beginning with or within such calendar year. For any short Plan Year
     the "415 Compensation" limit shall be an amount equal to the "415
     Compensation" limit for the calendar year in which the Plan Year begins
     multiplied by the ratio obtained by dividing the number of full months in
     the short Plan Year by twelve (12).

             (1)  Notwithstanding anything herein to the contrary, Participants
     who terminated employment for any reason during the Plan Year shall share
     in the salary reduction contributions made by the Employer for the year of
     termination without regard to the Hours of Service credited.

             (m)  If a Former Participant is reemployed after five (5)
     consecutive 1-Year Breaks in Service, then separate accounts shall be
     maintained as follows:

             (1)  one account for nonforfeitable benefits attributable to pre-
          break service; and

             (2)  one account representing his status in the Plan attributable
          to post-break service.

4.5  ACTUAL DEFERRAL PERCENTAGE TESTS

             (a)  Maximum Annual Allocation: For each Plan Year beginning after
     December 31, 1996, the annual allocation derived from Employer Elective
     Contributions to a Highly Compensated Participant's Elective Account shall
     satisfy one of the following tests:

             (1)  The "Actual Deferral Percentage" for the Highly Compensated
             Participant group shall not be more than the "Actual Deferral
             Percentage" of the Non-Highly Compensated Participant group (for
             the preceding Plan Year if the prior year testing method is used to
             calculate the "Actual Deferral Percentage" for the Non-Highly
             Compensated Participant group) multiplied by 1.25, or

             (2)  The excess of the "Actual Deferral Percentage" for the Highly
             Compensated Participant group over the "Actual Deferral Percentage"
             for the Non-Highly Compensated Participant group (for the preceding
             Plan Year if the prior year testing method is used to calculate the
             "Actual Deferral Percentage" for the Non-Highly Compensated
             Participant group) shall not be more than two percentage points.
             Additionally, the "Actual Deferral Percentage" for the Highly
             Compensated Participant group shall not exceed the "Actual Deferral
             Percentage" for the Non-Highly Compensated

                                       31
<PAGE>

             Participant group (for the preceding Plan Year if the prior year
             testing method is used to calculate the "Actual Deferral
             Percentage" for the Non-Highly Compensated Participant group)
             multiplied by 2. The provisions of Code Section 401(k)(3) and
             Regulation l.401(k)-l(b) are incorporated herein by reference.

             However, in order to prevent the multiple use of the alternative
             method described in (2) above and in Code Section 401(m)(9)(A), any
             Highly Compensated Participant eligible to make elective deferrals
             pursuant to Section 4.2 and to make Employee contributions or to
             receive matching contributions under this Plan or under any other
             plan maintained by the Employer or an Affiliated Employer shall
             have a combination of his Elective Contributions and Employer
             matching contributions reduced pursuant to Regulation l.401(m)-2,
             the provisions of which are incorporated herein by reference.

             (b) For the purposes of this Section "Actual Deferral Percentage"
     means, with respect to the Highly Compensated Participant group and Non-
     Highly Compensated Participant group for a Plan Year, the average of the
     ratios, calculated separately for each Participant in such group, of the
     amount of Employer Elective Contributions allocated to each Participant's
     Elective Account for such Plan Year, to such Participant's "414(s)
     Compensation" for such Plan Year.  The actual deferral ratio for each
     Participant and the "Actual Deferral Percentage" for each group shall be
     calculated to the nearest one-hundredth of one percent.  Employer Elective
     Contributions allocated to each Non-Highly Compensated Participant's
     Elective Account shall be reduced by Excess Deferred Compensation to the
     extent such excess amounts are made under this Plan or any other plan
     maintained by the Employer.

                 Notwithstanding the above, if the prior year testing method is
     used to calculate the "Actual Deferral Percentage" for the Non-Highly
     Compensated Participant group for the first Plan Year of this amendment and
     restatement, the "Actual Deferral Percentage" for the Non-Highly
     Compensated Participant group for the preceding Plan Year shall be
     calculated pursuant to the provisions of the Plan then in effect.

             (c) For the purposes of Sections 4.5(a) and 4.6, a Highly
     Compensated Participant and a Non-Highly Compensated Participant shall
     include any Employee eligible to make a deferral election pursuant to
     Section 4.2, whether or not such deferral election was made or suspended
     pursuant to Section 4.2.

                 Notwithstanding the above, if the prior year testing method is
     used to calculate the "Actual Deferral Percentage" for the Non-Highly
     Compensated

                                       32
<PAGE>

     Participant group for the first Plan Year of this amendment and
     restatement, for purposes of Section 4.5(a) and 4.6, a Non-Highly
     Compensated Participant shall include any such Employee eligible to make a
     deferral election, whether or not such deferral election was made or
     suspended, pursuant to the provisions of the Plan in effect for the
     preceding Plan Year.

               (d) If the Plan uses the prior year testing method, the "Actual
     Deferral Percentage" for the Non-Highly Compensated Participant group is
     determined without regard to changes in the group of Non-Highly Compensated
     Participants who are eligible under the Plan in the testing year. However,
     if the Plan results from, or is otherwise affected by, a "Plan Coverage
     Change" that becomes effective during the testing year, then the "Actual
     Deferral Percentage" for the Non-Highly Compensated Participant group for
     the prior year is the "Weighted Average Of The Actual Deferral Percentages
     For The Prior Year Subgroups." Notwithstanding the above, if ninety (90)
     percent or more of the total number of Non-Highly Compensated Participants
     from all "Prior Year Subgroups" are from a single "Prior Year Subgroup,"
     then in determining the "Actual Deferral Percentage" for the Non-Highly
     Compensated Participants for the prior year, the Employer may elect to use
     the "Actual Deferral Percentage" for Non-Highly Compensated Participants
     for the prior year under which that single "Prior Year Subgroup" was
     eligible, in lieu of using the weighted averages. For purposes of this
     Section the following definitions shall apply:

               (1) "Plan Coverage Change" means a change in the group or groups
          of eligible Participants on account of (i) the establishment or
          amendment of a plan, (ii) a plan merger, consolidation, or spinoff
          under Code Section 414(1), (iii) a change in the way plans within the
          meaning of Code Section 414(1) are combined or separated for purposes
          of Regulation l.401(k)-1(g)(11), or (iv) a combination of any of the
          foregoing.

               (2) "Prior Year Subgroup" means all Non-Highly Compensated
          Participants for the prior year who, in the prior year, were eligible
          Participants under a specific Code Section 401(k) plan maintained by
          the Employer and who would have been eligible Participants in the
          prior year under the plan tested if the plan coverage change had first
          been effective as of the first day of the prior year instead of first
          being effective during the testing year.

               (3) "Weighted Average Of The Actual Deferral Percentages For The
          Prior Year Subgroups" means the sum, for all prior year subgroups, of
          the "Adjusted Actual Deferral Percentages."

               (4) "Adjusted Actual Deferral Percentage" with respect to a prior
          year subgroup means the Actual Deferral Percentage for Non-Highly

                                       33
<PAGE>

               Compensated Participants for the prior year of the specific plan
               under which the members of the prior year subgroup were eligible
               Participants, multiplied by a fraction, the numerator of which is
               the number of Non-Highly Compensated Participants in the prior
               year subgroup and the denominator of which is the total number of
               Non-Highly Compensated Participants in all prior year subgroups.

               (e) For purposes of this Section and Code Sections 401(a)(4),
          410(b) and 401(k), this Plan may not be combined with any other plan.

               (f) For the purpose of this Section, when calculating the "Actual
          Deferral Percentage" for the Non-Highly Compensated Participant group,
          the current year testing method shall be used. Any change from the
          current year testing method to the prior year testing method shall be
          made pursuant to Internal Revenue Service Notice 98-1, Section VII (or
          superseding guidance), the provisions of which are incorporated herein
          by reference

4.6  ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

          In the event (or if it is anticipated) that the initial allocations of
the Employer Elective Contributions made pursuant to Section 4.4 do (or might)
not satisfy one of the tests set forth in Section 4.5(a) for Plan Years
beginning after December 31, 1996, the Administrator shall adjust Excess
Contributions pursuant to the options set forth below:

               (a) On or before the fifteenth day of the third month following
          the end of each Plan Year, the Highly Compensated Participant having
          the largest amount of Elective Contributions shall have a portion of
          his Elective Contributions distributed to him until the total amount
          of Excess Contributions has been distributed, or until the amount of
          his Elective Contributions equals the Elective Contributions of the
          Highly Compensated Participant having the second largest amount of
          Elective Contributions. This process shall continue until the total
          amount of Excess Contributions has been distributed. In determining
          the amount of Excess Contributions to be distributed with respect to
          an affected Highly Compensated Participant as determined herein, such
          amount shall be reduced pursuant to Section 4.2(f) by any Excess
          Deferred Compensation previously distributed to such affected Highly
          Compensated Participant for his taxable year ending with or within
          such Plan Year.

               (1) With respect to the distribution of Excess Contributions
               pursuant to (a) above, such distribution:

                   (i) may be postponed but not later than the close of the Plan
                   Year following the Plan Year to which they are allocable;

                                       34
<PAGE>

              (ii)   shall be adjusted for Income; and

              (iii)  shall be designated by the Employer as a distribution of
              Excess Contributions (and Income).

       (2)    Any distribution of less than the entire amount of Excess
       Contributions shall be treated as a pro rata distribution of Excess
       Contributions and Income.

       (3)    Matching contributions which relate to Excess Contributions shall
       be forfeited unless the related matching contribution is distributed as
       an Excess Aggregate Contribution pursuant to Section 4.8.

       (b)    Within twelve (12) months after the end of the Plan Year, the
     Employer may make a special Qualified Non-Elective Contribution on behalf
     of Non-Highly Compensated Participants in an amount sufficient to satisfy
     (or to prevent an anticipated failure of) one of the tests set forth in
     Section 4.5(a). Such contribution shall be allocated to the Participant's
     Elective Account of each Non-Highly Compensated Participant in the same
     proportion that each Non-Highly Compensated Participant's Compensation for
     the year bears to the total Compensation of all Non-Highly Compensated
     Participants.

              However, if the prior year testing method is used, the special
     Qualified Non-Elective Contribution shall be allocated in the prior Plan
     Year to the Participant's Elective Account on behalf of each Non-Highly
     Compensated Participant who was employed by the Employer on the last day of
     the prior Plan Year in the same proportion that each such Non-Highly
     Compensated Participant's Compensation for the prior Plan Year bears to the
     total Compensation of all such Non-Highly Compensated Participants for the
     prior Plan Year.  Such contribution shall be made by the Employer prior to
     the end of the current Plan Year.

              Notwithstanding the above, for Plan Years beginning after December
     31, 1998, if the testing method changes from the current year testing
     method to the prior year testing method, then for purposes of preventing
     the double counting of Qualified Non-Elective Contributions for the first
     testing year for which the change is effective, any special Qualified Non-
     Elective Contribution on behalf of Non-Highly Compensated Participants used
     to satisfy the Actual Deferral Percentage" or "Actual Contribution
     Percentage" test under the current year testing method for the prior year
     testing year shall be disregarded.

       (c)    If during a Plan Year the projected aggregate amount of Elective
     Contributions to be allocated to all Highly Compensated Participants under
     this Plan would, by virtue of the tests set forth in Section 4.5(a), cause
     the Plan to fail such

                                       35
<PAGE>

     tests, then the Administrator may automatically reduce proportionately or
     in the order provided in Section 4.6(a) each affected Highly Compensated
     Participant's deferral election made pursuant to Section 4.2 by an amount
     necessary to satisfy one of the tests set forth in Section 4.5(a).

4.7  ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a) The "Actual Contribution Percentage" for Plan Years beginning
     after December 31, 1996 for the Highly Compensated Participant group shall
     not exceed the greater of:

               (1) 125 percent of such percentage for the Non-Highly Compensated
          Participant group (for the preceding Plan Year if the prior year
          testing method is used to calculate the "Actual Deferral Percentage"
          for the Non-Highly Compensated Participant group); or

               (2) the lesser of 200 percent of such percentage for the Non-
          Highly Compensated Participant group (for the preceding Plan Year if
          the prior year testing method is used to calculate the "Actual
          Deferral Percentage" for the Non-Highly Compensated Participant
          group), or such percentage for the Non-Highly Compensated Participant
          group (for the preceding Plan Year if the prior year testing method is
          used to calculate the "Actual Deferral Percentage" for the Non-Highly
          Compensated Participant group) plus 2 percentage points. However, to
          prevent the multiple use of the alternative method described in this
          paragraph and Code Section 401(m)(9)(A), any Highly Compensated
          Participant eligible to make elective deferrals pursuant to Section
          4.2 or any other cash or deferred arrangement maintained by the
          Employer or an Affiliated Employer and to make Employee contributions
          or to receive matching contributions under this Plan or under any plan
          maintained by the Employer or an Affiliated Employer shall have a
          combination of his Elective Contributions and Employer matching
          contributions reduced pursuant to Regulation l.401(m)-2 and Section
          4.8(a). The provisions of Code Section 401(m) and Regulations l.401
          (m)-l(b) and l.401(m)-2 are incorporated herein by reference.

          (b) For the purposes of this Section and Section 4.8, "Actual
     Contribution Percentage" for a Plan Year means, with respect to the Highly
     Compensated Participant group and Non-Highly Compensated Participant group
     (for the preceding Plan Year if the prior year testing method is used to
     calculate the "Actual Deferral Percentage" for the Non-Highly Compensated
     Participant group), the average of the ratios (calculated separately for
     each Participant in each group rounded to the nearest one-hundredth of one
     percent) of:

                                       36
<PAGE>

          (1)   the sum of Employer matching contributions made pursuant to
          Section 4.1(b) on behalf of each such Participant for such Plan Year;
          to

          (2)   the Participant's "414(s) Compensation" for such Plan Year.

                Notwithstanding the above, if the prior year testing method is
     used to calculate the "Actual Contribution Percentage" for the Non-Highly
     Compensated Participant group for the first Plan Year of this amendment and
     restatement, for purposes of Section 4.7(a), the "Actual Contribution
     Percentage" for the Non-Highly Compensated Participant group for the
     preceding Plan Year shall be determined pursuant to the provisions of the
     Plan then in effect.

          (c)   For purposes of determining the "Actual Contribution
     Percentage", only Employer matching contributions contributed to the Plan
     prior to the end of the succeeding Plan Year shall be considered. In
     addition, the Administrator may elect to take into account, with respect to
     Employees eligible to have Employer matching contributions pursuant to
     Section 4.1(b) allocated to their accounts, elective deferrals (as defined
     in Regulation l.402(g)-l(b)) and qualified non-elective contributions (as
     defined in Code Section 401(m)(4)(C)) contributed to any plan maintained by
     the Employer. Such elective deferrals and qualified non-elective
     contributions shall be treated as Employer matching contributions subject
     to Regulation l.401(m)-l(b)(5) which is incorporated herein by reference.
     However, the Plan Year must be the same as the plan year of the plan to
     which the elective deferrals and the qualified non-elective contributions
     are made.

          (d)   For purposes of this Section and Code Sections 401(a)(4), 410(b)
     and 401(m), this Plan may not be combined with any other plan.

          (e)   For purposes of Sections 4.7(a) and 4.8, a Highly Compensated
     Participant and Non-Highly Compensated Participant shall include any
     Employee eligible to have Employer matching contributions (whether or not a
     deferral election was made or suspended) allocated to his account for the
     Plan Year.

                Notwithstanding the above, if the prior year testing method is
     used to calculate the "Actual Contribution Percentage" for the Non-Highly
     Compensated Participant group for the first Plan Year of this amendment and
     restatement, for the purposes of Section 4.7(a), a Non-Highly Compensated
     Participant shall include any such Employee eligible to have Employer
     matching contributions (whether or not a deferral election was made or
     suspended) allocated to his account for the preceding Plan Year pursuant to
     the provisions of the Plan then in effect.

          (f)   If the Plan uses the prior year testing method, the "Actual
     Contribution Percentage" for the Non-Highly Compensated Participant group
     is

                                       37
<PAGE>

     determined without regard to changes in the group of Non-Highly Compensated
     Participants who are eligible under the Plan in the testing year. However,
     if the Plan results from, or is otherwise affected by, a "Plan Coverage
     Change" that becomes effective during the testing year, then the "Actual
     Contribution Percentage" for the Non-Highly Compensated Participant group
     for the prior year is the "Weighted Average Of The Actual Contribution
     Percentages For The Prior Year Subgroups." Notwithstanding the above, if
     ninety (90) percent or more of the total number of Non-Highly Compensated
     Participants from all "Prior Year Subgroups" are from a single "Prior Year
     Subgroup," then in determining the "Actual Contribution Percentage" for the
     Non-Highly Compensated Participants for the prior year, the Employer may
     elect to use the "Actual Contribution Percentage" for Non-Highly
     Compensated Participants for the prior year under which that single "Prior
     Year Subgroup" was eligible, in lieu of using the weighted averages. For
     purposes of this Section the following definitions shall apply:

               (1)   "Plan Coverage Change" means a change in the group or
               groups of eligible Participants on account of (i) the
               establishment or amendment of a plan, (ii) a plan merger,
               consolidation, or spinoff under Code Section 414(1), (iii) a
               change in the way plans within the meaning of Code Section 414(1)
               are combined or separated for purposes of Regulation 1.401(k)-
               1(g)(11), or (iv) a combination of any of the foregoing.

               (2)   "Prior Year Subgroup" means all Non-Highly Compensated
               Participants for the prior year who, in the prior year, were
               eligible Participants under a specific Code Section 401(m) plan
               maintained by the Employer and who would have been eligible
               Participants in the prior year under the plan tested if the plan
               coverage change had first been effective as of the first day of
               the prior year instead of first being effective during the
               testing year.

               (3)   "Weighted Average Of The Actual Contribution Percentages
               For The Prior Year Subgroups" means the sum, for all prior year
               subgroups, of the "Adjusted Actual Contribution Percentages."

           (g) For the purpose of this Section, when calculating the "Actual
     Contribution Percentage" for the Non-Highly Compensated Participant group,
     the current year testing method shall be used. Any change from the current
     year testing method to the prior year testing method shall be made pursuant
     to Internal Revenue Service Notice 98-1, Section VII (or superseding
     guidance), the provisions of which are incorporated herein by reference.

                                       38
<PAGE>

4.8  ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS

           (a)   In the event (or if it is anticipated) that, for Plan Years
     beginning after December 31, 1996, the "Actual Contribution Percentage" for
     the Highly Compensated Participant group exceeds (or might exceed) the
     "Actual Contribution Percentage" for the Non-Highly Compensated Participant
     group pursuant to Section 4.7(a), the Administrator (on or before the
     fifteenth day of the third month following the end of the Plan Year, but in
     no event later than the close of the following Plan Year) shall direct the
     Trustee to distribute to the Highly Compensated Participant having the
     largest amount of contributions determined pursuant to Section 4.7(b)(1),
     his Vested portion of such contributions (and Income allocable to such
     contributions) and, if forfeitable, forfeit such non-Vested Excess
     Aggregate Contributions attributable to Employer matching contributions
     (and Income allocable to such forfeitures) until the total amount of Excess
     Aggregate Contributions has been distributed, or until his remaining amount
     equals the amount of contributions determined pursuant to Section 4.7(b)(1)
     of the Highly Compensated Participant having the second largest amount of
     contributions. This process shall continue until the total amount of Excess
     Aggregate Contributions has been distributed.

                 If the correction of Excess Aggregate Contributions
     attributable to Employer matching contributions is not in proportion to the
     Vested and non-Vested portion of such contributions, then the Vested
     portion of the Participant's Account attributable to Employer matching
     contributions after the correction shall be subject to Section 7.5(j).

           (b)   Any distribution and/or forfeiture of less than the entire
     amount of Excess Aggregate Contributions (and Income) shall be treated as a
     pro rata distribution and/or forfeiture of Excess Aggregate Contributions
     and Income. Distribution of Excess Aggregate Contributions shall be
     designated by the Employer as a distribution of Excess Aggregate
     Contributions (and Income). Forfeitures of Excess Aggregate Contributions
     shall be treated in accordance with Section 4.4.

           (c)   Excess Aggregate Contributions, including forfeited matching
     contributions, shall be treated as Employer contributions for purposes of
     Code Sections 404 and 415 even if distributed from the Plan.

                 Forfeited matching contributions that are reallocated to
     Participants' Accounts for the Plan Year in which the forfeiture occurs
     shall be treated as an "annual addition" pursuant to Section 4.9(b) for the
     Participants to whose Accounts they are reallocated and for the
     Participants from whose Accounts they are forfeited.

           (d)   The determination of the amount of Excess Aggregate
     Contributions with respect to any Plan Year shall be made after first
     determining the Excess

                                       39
<PAGE>

     Contributions, if any, to be treated as voluntary Employee contributions
     due to recharacterization for the plan year of any other qualified cash or
     deferred arrangement (as defined in Code Section 401(k)) maintained by the
     Employer that ends with or within the Plan Year.

             (e)    If during a Plan Year the projected aggregate amount of
     Employer matching contributions to be allocated to all Highly Compensated
     Participants under this Plan would, by virtue of the tests set forth in
     Section 4.7(a), cause the Plan to fail such tests, then the Administrator
     may automatically reduce proportionately or in the order provided in
     Section 4.8(a) each affected Highly Compensated Participant's projected
     share of such contributions by an amount necessary to satisfy one of the
     tests set forth in Section 4.7(a).

             (f)    Notwithstanding the above, within twelve (12) months after
     the end of the Plan Year, the Employer may make a special Qualified Non-
     Elective Contribution on behalf of Non-Highly Compensated Participants in
     an amount sufficient to satisfy (or to prevent an anticipated failure of)
     one of the tests set forth in Section 4.7(a). Such contribution shall be
     allocated to the Participant's Account of Non-Highly Compensated
     Participant in the same proportion that each Non-Highly Compensated
     Participant's Compensation for the Plan Year bears to the total
     Compensation of all Non-Highly Compensated Participants for the Plan Year.
     A separate accounting of any special Qualified Non-Elective Contribution
     shall be maintained in the Participant's Account.

                    However, if the prior year testing method is used, the
     special Qualified Non-Elective Contribution shall be allocated in the prior
     Plan Year to the Participant's Account on behalf of each Non-Highly
     Compensated Participant who was employed by the Employer on the last day of
     the prior Plan Year in the same proportion that each such Non-Highly
     Compensated Participant's Compensation for the prior Plan Year bears to the
     total Compensation of all such Non-Highly Compensated Participants for the
     prior Plan Year. Such contribution shall be made by the Employer prior to
     the end of the current Plan Year. A separate accounting of any special
     Qualified Non-Elective Contributions shall be maintained in the
     Participant's Account.

                    Notwithstanding the above, for Plan Years beginning after
     December 31, 1998, if the testing method changes from the current year
     testing method to the prior year testing method, then for purposes of
     preventing the double counting of Qualified Non-Elective Contributions for
     the first testing year for which the change is effective, any special
     Qualified Non-Elective Contribution on behalf of Non-Highly Compensated
     Participants used to satisfy the "Actual Deferral Percentage" or "Actual
     Contribution Percentage" test under the current year testing method for the
     prior year testing year shall be disregarded.

                                       40
<PAGE>

4.9  MAXIMUM ANNUAL ADDITIONS

               (a) Notwithstanding the foregoing, the maximum "annual additions"
          credited to a Participant's accounts for any "limitation year" shall
          equal the lesser of: (1) $30,000 adjusted annually as provided in Code
          Section 415(d) pursuant to the Regulations, or (2) twenty-five percent
          (25%) of the Participant's "415 Compensation" for such "limitation
          year." For any short "limitation year," the dollar limitation in (1)
          above shall be reduced by a fraction, the numerator of which is the
          number of full months in the short "limitation year" and the
          denominator of which is twelve (12).

               (b) For purposes of applying the limitations of Code Section 415,
          "annual additions" means the sum credited to a Participant's accounts
          for any "limitation year" of (1) Employer contributions, (2) Employee
          contributions, (3) forfeitures, (4) amounts allocated, after March 31,
          1984, to an individual medical account, as defined in Code Section
          415(1)(2) which is part of a pension or annuity plan maintained by the
          Employer and (5) amounts derived from contributions paid or accrued
          after December 31, 1985, in taxable years ending after such date,
          which are attributable to post-retirement medical benefits allocated
          to the separate account of a key employee (as defined in Code Section
          419A(d)(3)) under a welfare benefit plan (as defined in Code Section
          419(e)) maintained by the Employer. Except, however, the "415
          Compensation" percentage limitation referred to in paragraph (a)(2)
          above shall not apply to: (1) any contribution for medical benefits
          (within the meaning of Code Section 419A(f)(2)) after separation from
          service which is otherwise treated as an "annual addition," or (2) any
          amount otherwise treated as an "annual addition" under Code Section
          415(1)(1).

               (c) For purposes of applying the limitations of Code Section 415,
          the following are not "annual additions": (1) the transfer of funds
          from one qualified plan to another and (2) provided no more than one-
          third of the Employer contributions for the year are allocated to
          Highly Compensated Participants, Forfeitures of Company Stock
          purchased with the proceeds of an Exempt Loan and Employer
          contributions applied to the payment of interest on an Exempt Loan. In
          addition, the following are not Employee contributions for the
          purposes of Section 4.9(b): (1) rollover contributions (as defined in
          Code Sections 402(a)(5), 403(a)(4), 403(b)(8) and 408(d)(3)); (2)
          repayments of loans made to a Participant from the Plan; (3)
          repayments of distributions received by an Employee pursuant to Code
          Section 411(a)(7)(B) (cash-outs); (4) repayments of distributions
          received by an Employee pursuant to Code Section 411(a)(3)(D)
          (mandatory contributions); and (5) Employee contributions to a
          simplified employee pension excludible from gross income under Code
          Section 408(k)(6).

                                       41
<PAGE>

               (d)    For purposes of applying the limitations of Code Section
     415, the "limitation year" shall be the Plan Year.

               (e)    For the purpose of this Section, all qualified defined
     contribution plans (whether terminated or not) ever maintained by the
     Employer shall be treated as one defined contribution plan.

               (f)    For the purpose of this Section, if the Employer is a
     member of a controlled group of corporations, trades or businesses under
     common control (as defined by Code Section 1563(a) or Code Section 414(b)
     and (c) as modified by Code Section 415(h)), is a member of an affiliated
     service group (as defined by Code Section 414(m)), or is a member of a
     group of entities required to be aggregated pursuant to Regulations under
     Code Section 414(o), all Employees of such Employers shall be considered to
     be employed by a single Employer.

               (g)    For the purpose of this Section, if this Plan is a Code
     Section 413(c) plan, each Employer who maintains this Plan will be
     considered to be a separate Employer.

               (h)(1) If a Participant participates in more than one defined
     contribution plan maintained by the Employer which have different
     Anniversary Dates, the maximum "annual additions" under this Plan shall
     equal the maximum "annual additions" for the "limitation year" minus any
     "annual additions" previously credited to such Participant's accounts
     during the "limitation year."

               (2)    If a Participant participates in both a defined
          contribution plan subject to Code Section 412 and a defined
          contribution plan not subject to Code Section 412 maintained by the
          Employer which have the same Anniversary Date, "annual additions" will
          be credited to the Participant's accounts under the defined
          contribution plan subject to Code Section 412 prior to crediting
          "annual additions" to the Participant's accounts under the defined
          contribution plan not subject to Code Section 412.

               (3)    If a Participant participates in more than one defined
          contribution plan not subject to Code Section 412 maintained by the
          Employer which have the same Anniversary Date, the maximum "annual
          additions" under this Plan shall equal the product of (A) the maximum
          "annual additions" for the "limitation year" minus any "annual
          additions" previously credited under subparagraphs (1) or (2) above,
          multiplied by (B) a fraction (i) the numerator of which is the "annual
          additions" which would be credited to such Participant's accounts
          under this Plan without regard to the limitations of Code Section 415
          and (ii) the denominator of which is such "annual additions" for all
          plans described in this subparagraph.

                                       42
<PAGE>

               (i)    Notwithstanding anything contained in this Section to the
     contrary, the limitations, adjustments and other requirements prescribed in
     this Section shall at all times comply with the provisions of Code Section
     415 and the Regulations thereunder, the terms of which are specifically
     incorporated herein by reference.

4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               (a)    If, as a result of the allocation of Forfeitures, a
     reasonable error in estimating a Participant's Compensation, a reasonable
     error in determining the amount of elective deferrals (within the meaning
     of Code Section 402(g)(3)) that may be made with respect to any Participant
     under the limits of Section 4.9 or other facts and circumstances to which
     Regulation 1.415-6(b)(6) shall be applicable, the "annual additions" under
     this Plan would cause the maximum "annual additions" to be exceeded for any
     Participant, the Administrator shall (1) distribute any elective deferrals
     (within the meaning of Code Section 402(g)(3)) or return any Employee
     contributions (whether voluntary or mandatory), and for the distribution of
     gains attributable to those elective deferrals and Employee contributions,
     to the extent that the distribution or return would reduce the "excess
     amount" in the Participant's accounts (2) hold any "excess amount"
     remaining after the return of any elective deferrals or voluntary Employee
     contributions in a "Section 415 suspense account" (3) use the "Section 415
     suspense account" in the next "limitation year" (and succeeding "limitation
     years" if necessary) to reduce Employer contributions for that Participant
     if that Participant is covered by the Plan as of the end of the "limitation
     year," or if the Participant is not so covered, allocate and reallocate the
     "Section 415 suspense account" in the next "limitation year" (and
     succeeding "limitation years" if necessary) to all Participants in the Plan
     before any Employer or Employee contributions which would constitute
     "annual additions" are made to the Plan for such "limitation year" (4)
     reduce Employer contributions to the Plan for such "limitation year" by the
     amount of "Section 415 suspense account" allocated reallocated during such
     "limitation year."

               (b)    For purposes of this Article, "excess amount" for any
     Participant for a "limitation year" shall mean the excess, if any, of (1)
     the "annual additions" which would be credited to his account under the
     terms of the Plan without regard to the limitations of Code Section 415
     over (2) the maximum "annual additions" determined pursuant to Section 4.9.

               (c)    For purposes of this Section, "Section 415 suspense
     account" shall mean an unallocated account equal to the sum of "excess
     amounts" for all Participants in the Plan during the "limitation year." The
     "Section 415 suspense account" shall not share in any earnings or losses of
     the Trust Fund.

                                       43
<PAGE>

4.11 TRANSFERS FROM QUALIFIED PLANS

               (a)  With the consent of the Administrator, amounts may be
          transferred from other qualified plans by Eligible Employees, provided
          that the trust from which such funds are transferred permits the
          transfer to be made and the transfer will not jeopardize the tax
          exempt status of the Plan or Trust or create adverse tax consequences
          for the Employer. The amounts transferred shall be set up in a
          separate account herein referred to as a "Participant's Rollover
          Account." Such account shall be fully Vested at all times and shall
          not be subject to Forfeiture for any reason.

               (b)  Amounts in a Participant's Rollover Account shall be held by
          the Trustee pursuant to the provisions of this Plan and may not be
          withdrawn by, or distributed to the Participant, in whole or in part,
          except as provided in paragraphs (c) and (d) of this Section.

               (c)  Except as permitted by Regulations (including Regulation
          1.411(d)(4), amounts attributable to elective contributions (as
          defined in Regulation l.401(k)-1(g)(3)), including amounts treated as
          elective contributions, which are transferred from another qualified
          plan in a plan-to-plan transfer shall be subject to the distribution
          limitations provided for in Regulation 1.401(k)-1(d).

               (d)  The Administrator, at the election of the Participant, shall
          direct the Trustee to distribute all or a portion of the amount
          credited to the Participant's Rollover Account. Any distributions of
          amounts held in a Participant's Rollover Account shall be made in a
          manner which is consistent with and satisfies the provisions of
          Section 7.5, including, but not limited to, all notice and consent
          requirements of Code Section 411(a)(11) and the Regulations
          thereunder. Furthermore, such amounts shall be considered as part of a
          Participant's benefit in determining whether an involuntary cash-out
          of benefits without Participant consent may be made.

               (e)  The Administrator may direct that employee transfers made
          after a Valuation Date be segregated into a separate account for each
          Participant in a federally insured savings account, certificate of
          deposit in a bank or savings and loan association, money market
          certificate, or other short term debt security acceptable to the
          Trustee until such time as the allocations pursuant to this Plan have
          been made, at which time they may remain segregated or be invested as
          part of the general Trust Fund, to be determined by the Administrator.

               (f)  For purposes of this Section, the term "qualified plan"
          shall mean any tax qualified plan under Code Section 401 (a). The term
          "amounts transferred from other qualified plans" shall mean: (i)
          amounts transferred to this Plan directly from another qualified plan;
          (ii) distributions from another qualified plan which are

                                       44
<PAGE>

          eligible rollover distributions and which are either transferred by
          the Employee to this Plan within sixty (60) days following his receipt
          thereof or are transferred pursuant to a direct rollover; (iii)
          amounts transferred to this Plan from a conduit individual retirement
          account provided that the conduit individual retirement account has no
          assets other than assets which (A) were previously distributed to the
          Employee by another qualified plan as a lump-sum distribution (B) were
          eligible for tax-free rollover to a qualified plan and (C) were
          deposited in such conduit individual retirement account within sixty
          (60) days of receipt thereof and other than earnings on said assets;
          and (iv) amounts distributed to the Employee from a conduit individual
          retirement account meeting the requirements of clause (iii) above, and
          transferred by the Employee to this Plan within sixty (60) days of his
          receipt thereof from such conduit individual retirement account.

               (g)  Prior to accepting any transfers to which this Section
          applies, the Administrator may require the Employee to establish that
          the amounts to be transferred to this Plan meet the requirements of
          this Section and may also require the Employee to provide an opinion
          of counsel satisfactory to the Employer that the amounts to be
          transferred meet the requirements of this Section.

               (h)  This Plan shall not accept any direct or indirect transfers
          (as that term is defined and interpreted under Code Section 401(a)(11)
          and the Regulations thereunder) from a defined benefit plan, money
          purchase plan (including a target benefit plan), stock bonus or profit
          sharing plan which would otherwise have provided for a life annuity
          form of payment to the Participant.

               (i)  Notwithstanding anything herein to the contrary, a transfer
          directly to this Plan from another qualified plan (or a transaction
          having the effect of such a transfer) shall only be permitted if it
          will not result in the elimination or reduction of any "Section
          411(d)(6) protected benefit" as described in Section 8.1.

4.12 DIRECTED INVESTMENT ACCOUNT

               (a)  Participants may, subject to Section 4.12(c) and a procedure
          established by the Administrator (the Participant Direction
          Procedures) and applIed in a uniform nondiscriminatory manner, direct
          the Trustee to invest all or a portion of their individual account
          balances from the Profit Sharing Plan in specific assets, specific
          funds or other investments permitted under the Plan and the
          Participant Direction Procedures. That portion of the interest of any
          Participant so directing will thereupon be considered a Participant's
          Directed Account.

               (b)  As of each Valuation Date, all Participant Directed Accounts
          shall be charged or credited with the net earnings, gains, losses and
          expenses as well as any
                                       45
<PAGE>

     appreciation or depreciation in the market value using publicly listed fair
     market values when available or appropriate.

                    (1)  To the extent that the assets in a Participant's
                    Directed Account are accounted for as pooled assets or
                    investments, the allocation of earnings, gains and losses of
                    each Participant's Directed Account shall be based upon the
                    total amount of funds so invested, in a manner proportionate
                    to the Participant's share of such pooled investment.

                    (2)  To the extent that the assets in the Participant's
                    Directed Account are accounted for as segregated assets, the
                    allocation of earnings, gains and losses from such assets
                    shall be made on a separate and distinct basis.

                    (c)  Each "Qualified Participant" may elect within ninety
          (90) days after the close of each Plan Year during the "Qualified
          Election Period" to direct the Trustee in writing as to the investment
          of 25 percent of the total number of shares of Company Stock acquired
          by or contributed to the ESOP that have ever been allocated to such
          "Qualified Participant's" Company Stock Account (reduced by the number
          of shares of Company Stock previously invested pursuant to a prior
          election) . In the case of the election year in which the Participant
          can make his last election, the preceding sentence shall be applied by
          substituting "50 percent" for "25 percent." If the "Qualified
          Participant" elects to direct the Trustee as to the investment of his
          Company Stock Account, such direction shall be effective no later than
          180 days after the close of the Plan Year to which such direction
          applies. Furthermore, the Participant must be given a choice of at
          least three distinct investment options.

                         Notwithstanding the above, if the fair market value
          (determined pursuant to Section 6.1 at the Plan Valuation Date
          immediately preceding the first day on which a "Qualified Participant"
          is eligible to make an election) of Company Stock acquired by or
          contributed to the Plan and allocated to a "Qualified Participant's"
          Company Stock Account is $500 or less, then such Company Stock shall
          not be subject to this paragraph. For purposes of determining whether
          the fair market value exceeds $500, Company Stock held in accounts of
          all employee stock ownership plans (as defined in Code Section
          4975(e)(7)) and tax credit employee stock ownership plans (as defined
          in Code Section 409(a)) maintained by the Employer or any Affiliated
          Employer shall be considered as held by the Plan.

                    (d)  For the purposes of this Section the following
                    definitions shall apply:

                    (1) "Qualified Participant" means any Participant or Former
                    Participant who has completed ten (10) Years of Service as a
                    Participant and has attained age 55.

                                       46
<PAGE>

                    (2) "Qualified Election Period" means the six (6) Plan Year
                    period beginning with the later of (i) the first Plan Year
                    in which the Participant first became a "Qualified
                    Participant," or (ii) the first Plan Year beginning after
                    December 31, 1986.

4.13 TREATMENT OF QUALIFIED MILITARY SERVICE

          Notwithstanding any provision of this Plan to the contrary, effective
December 12, 1994, contributions, benefits and service will be provided in
accordance with Code Section 414(u).

                                   ARTICLE V
                         FUNDING AND INVESTMENT POLICY

5.1  INVESTMENT POLICY

          (a) The ESOP is designed to invest primarily in Company Stock.

          (b) With due regard to subparagraph (a) above, the Administrator may
     also direct the Trustee to invest funds under the Plan in other property
     described in the Trust or in life insurance policies to the extent
     permitted by subparagraph (c) below, or the Trustee may hold such funds in
     cash or cash equivalents.

          (c) With due regard to subparagraph (a) above, the Administrator may
     also direct the Trustee to invest funds under the Plan in insurance
     policies on the life of any "keyman" Employee. The proceeds of a "keyman"
     insurance policy may not be used for the repayment of any indebtedness owed
     by the Plan which is secured by Company Stock. In the event any "keyman"
     insurance is purchased by the Trustee,  the premiums paid thereon during
     any Plan Year, net of any policy dividends and increases in cash surrender
     values, shall be treated as the cost of Plan investment and any death
     benefit or cash surrender value received shall be treated as proceeds from
     an investment of the Plan.

          (d) The ESOP may not obligate itself to acquire Company Stock from a
     particular holder thereof at an indefinite time determined upon the
     happening of an event such as the death of the holder.

          (e) The ESOP may not obligate itself to acquire Company Stock under a
     put option binding upon the Plan. However, at the time a put option is
     exercised, the Plan may be given an option to assume the rights and
     obligations of the Employer under a put option binding upon the Employer.

          (f) All purchases of Company Stock shall be made at a price which, in
     the judgment of the Administrator, does not exceed the fair market value
     thereof. All
                                       47
<PAGE>

          sales of Company Stock shall be made at a price which, in the judgment
          of the Administrator, is not less than the fair market value thereof.
          The valuation rules set forth in Article VI shall be applicable.


5.2  APPLICATION OF CASH

          Employer contributions in cash, and any earnings on such
contributions, shall first be applied to pay any Current Obligations of the
Trust Fund.

5.3  TRANSACTIONS INVOLVING COMPANY STOCK

          (a)  No portion of the Trust Fund attributable to (or allocable in
     lieu of) Company Stock acquired by the Plan in a sale to which Code Section
     1042 applies may accrue or be allocated directly or indirectly under any
     plan maintained by the Employer meeting the requirements of Code Section
     401(a):

          (1)  during the "Nonallocation Period," for the benefit of

               (i)  any taxpayer who makes an election under Code Section
               1042(a) with respect to Company Stock,

               (ii) any individual who is related to the taxpayer (within the
               meaning of Code Section 267(b)), or

          (2)  for the benefit of any other person who owns (after application
          of Code Section 318(a) applied without regard to the employee trust
          exception in Code Section 318(a)(2)(B)(i)) more than 25 percent of

               (i)  any class of outstanding stock of the Employer or Affiliated
               Employer which issued such Company Stock, or

               (ii) the total value of any class of outstanding stock of the
               Employer or Affiliated Employer.

          (b) Except, however, subparagraph (a)(1)(ii) above shall not apply to
     lineal descendants of the taxpayer, provided that the aggregate amount
     allocated to the benefit of all such lineal descendants during the
     "Nonallocation Period" does not exceed more than five (5) percent of the
     Company Stock (or amounts allocated in lieu thereof) held by the Plan which
     are attributable to a sale to the Plan by any person related to such
     descendants (within the meaning of Code Section 267(c)(4))  in a
     transaction to which Code Section 1042 is applied.

                                       48
<PAGE>

          (c)  A person shall be treated as failing to meet the stock ownership
     limitation under paragraph (a)(2) above if such person fails such
     limitation:

          (1)  at any time during the one (1) year period ending on the date of
          sale of Company Stock to the ESOP, or

          (2)  on the date as of which Company Stock is allocated to
          Participants in the ESOP.

          (d)  For purposes of this Section, "Nonallocation Period" means the
     period beginning on the date of the sale of the Company Stock and ending on
     the later of:

          (1)  the date which is ten (10) years after the date of sale, or

          (2)  the date of the Plan allocation attributable to the final payment
          of the Exempt Loan incurred in connection with such sale.

5.4  LOANS TO THE TRUST

          (a)  The Plan may borrow money for any lawful purpose, provided the
     proceeds of an Exempt Loan are used within a reasonable time after receipt
     only for any or all of the following purposes:

          (1)  To acquire Company Stock.

          (2)  To repay such loan.

          (3)  To repay a prior Exempt Loan.

          (b)  All loans to the Trust which are made or guaranteed by a
     disqualified person must satisfy all requirements applicable to Exempt
     Loans including but not limited to the following:

          (1)  The loan must be at a reasonable rate of interest;

          (2)  The amount of interest paid shall not exceed the amount of each
          payment which would be treated as interest under standard loan
          amortization tables;

          (3)  Any collateral pledged to the creditor by the Plan shall consist
          only of the Company Stock purchased with the borrowed funds;

                                       49
<PAGE>

          (4)  Under the terms of the loan, any pledge of Company Stock shall
          provide for the release of shares so pledged on a pro-rata basis
          pursuant to Section 4.4(e);

          (5)  Under the terms of the loan, the creditor shall have no recourse
          against the Plan except with respect to such collateral, earnings
          attributable   to such collateral, Employer contributions (other than
          contributions of Company Stock) that are made to meet Current
          Obligations and earnings attributable to such contributions;

          (6)  The loan must be for a specific term and may not be payable at
          the demand of any person, except in the case of default;

          (7)  The term of the loan (including the sum of the expired duration
          of the loan, any renewal period, any extension period, and the
          duration of any new loan) shall not exceed ten (10) years;

          (8)  The loan must provide for annual payments of principal and
          interest at a cumulative rate that is not less rapid at any time than
          level annual payments of such amounts for ten (10) years;

          (9)  In the event of default upon an Exempt Loan, the value of the
          Trust  Fund transferred in satisfaction of the Exempt Loan shall not
          exceed the  amount of default.  If the lender is a disqualified
          person, an Exempt Loan shall provide for a transfer of Trust Funds
          upon default only upon and to the extent of the failure of the Plan to
          meet the payment schedule of the Exempt Loan;

          (10) Exempt Loan payments during a Plan Year must not exceed an amount
          equal to:  (A) the sum, over all Plan Years, of all contributions and
          cash dividends paid by the Employer to the Plan with respect to such
          Exempt Loan and earnings on such Employer contributions and cash
          dividends, less (B) the sum of the Exempt Loan payments in all
          preceding Plan Years. A separate accounting shall be maintained for
          such Employer contributions, cash dividends and earnings until the
          Exempt Loan is repaid.

          (c)  For purposes of this Section, the term "disqualified person"
     means a person who is a Fiduciary, a person providing services to the Plan,
     an Employer any of whose Employees are covered by the Plan, an employee
     organization any of whose members are covered by the Plan, an owner, direct
     or indirect, of 50% or more of the total combined voting power of all
     classes of voting stock or of the total value of all classes of the stock,
     or an officer, director, 10% or more shareholder, or a highly compensated
     Employee.

                                       50
<PAGE>

                                   ARTICLE VI
                                   VALUATIONS

6.1  VALUATION OF THE TRUST FUND

          The Administrator shall direct the Trustee, as of each Valuation Date,
to determine  the net worth of the assets comprising the Trust Fund as it exists
on the Valuation Date. In determining such net worth, the Trustee shall value
the assets comprising the Trust Fund at their fair market value as of the
Valuation Date and shall deduct all expenses for which the Trustee has not yet
obtained reimbursement from the Employer or the Trust Fund.

6.2  METHOD OF VALUATION

          Valuations must be made in good faith and based on all relevant
factors for  determining the fair market value of securities.  In the case of a
transaction between a Plan and a disqualified person, value must be determined
as of the date of the transaction.  For all other Plan purposes, value must be
determined as of the most recent Valuation Date under the Plan. An independent
appraisal will not in itself be a good faith determination of value in the case
of a transaction between the Plan and a disqualified person.  However, in other
cases, a determination of fair market value based on at least an annual
appraisal independently arrived at by a person who customarily makes such
appraisals and who is independent of any party to the transaction will be deemed
to be a good faith determination of value.  Company Stock not readily tradeable
on an established securities market shall be valued by an independent appraiser
meeting requirements  similar to the requirements of the Regulations prescribed
under Code Section 170(a)(1).

                                  ARTICLE VII
                   DETERMINATION AND DISTRIBUTION OF BENEFITS

7.1  DETERMINATION OF BENEFITS UPON RETIREMENT

          Every Participant may terminate his employment with the Employer and
retire for  the purposes hereof on his Normal Retirement Date.  However, a
Participant may postpone the termination of his employment with the Employer to
a later date, in which event the participation of such Participant in the Plan,
including the right to receive allocations pursuant to Section 4.4, shall
continue until his Late Retirement Date.  Upon a Participant's Retirement Date,
or as soon thereafter as is practicable, the Trustee shall distribute, at the
election of the Participant, all amounts credited to such Participant's Combined
Account in accordance with Sections 7.5 and 7.6.

7.2  DETERMINATION OF BENEFITS UPON DEATH

               (a) Upon the death of a Participant before his Retirement Date or
          other termination of his employment, all amounts credited to such
          Participant's Combined Account shall become fully Vested. If elected,
          distribution of the Participant's

                                       51
<PAGE>

          Combined Account shall commence not later than one (1) year after the
          close of the Plan Year in which such Participant's death occurs. The
          Administrator shall direct the Trustee, in accordance with the
          provisions of Sections 7.5 and 7.6, to distribute the value of the
          deceased Participant's accounts to the Participant's Beneficiary.

               (b)  Upon the death of a Former Participant, the Administrator
          shall direct the Trustee, in accordance with the provisions of
          Sections 7.5 and 7.6, to distribute any remaining Vested amounts
          credited to the accounts of a deceased Former Participant to such
          Former Participant's Beneficiary.

               (c)  The Administrator may require such proper proof of death and
          such evidence of the right of any person to receive payment of the
          value of the account of a deceased Participant or Former Participant
          as the Administrator may deem desirable. The Administrator's
          determination of death and of the right of any person to receive
          payment shall be conclusive.

               (d)  The Beneficiary of the death benefit payable pursuant to
          this Section shall be the Participant's spouse. Except, however, the
          Participant may designate a Beneficiary other than his spouse if:

               (1)  the spouse has waived the right to be the Participant's
               Beneficiary, or

               (2)  the Participant is legally separated or has been abandoned
               (within the meaning of local law) and the Participant has a court
               order to such effect (and there is no "qualified domestic
               relations order" as defined in Code Section 414(p) which provides
               otherwise), or

               (3)  the Participant has no spouse, or

               (4)  the spouse cannot be located.

                    In such event, the designation of a Beneficiary shall be
          made on a form satisfactory to the Administrator. A Participant may at
          any time revoke his designation of a Beneficiary or change his
          Beneficiary by filing written notice of such revocation or change with
          the Administrator. However, the Participant's spouse must again
          consent in writing to any change in Beneficiary unless the original
          consent acknowledged that the spouse had the right to limit consent
          only to a specific Beneficiary and that the spouse voluntarily elected
          to relinquish such right. In the event no valid designation of
          Beneficiary exists at the time of the Participant's death, the death
          benefit shall be payable to his estate.

               (e)  Any consent by the Participant's spouse to waive any rights
          to the death benefit must be in writing, must acknowledge the effect
          of such waiver, and be

                                       52
<PAGE>

          witnessed by a Plan representative or a notary public. Further, the
          spouse's consent must be irrevocable and must acknowledge the specific
          nonspouse Beneficiary.

7.3  DISABILITY RETIREMENT BENEFITS

          No disability benefits, other than those payable upon termination of
employment, are provided in this Plan.

7.4  DETERMINATION OF BENEFITS UPON TERMINATION

               (a) If a Participant's employment with the Employer is terminated
          for any reason other than death or retirement, such Participant shall
          be entitled to such benefits as are provided hereinafter pursuant to
          this Section 7.4.

                    If a portion of a Participant's Account is Forfeited,
          Company Stock allocated to the Participant's Company Stock Account
          must be forfeited only after the Participant's Other Investments
          Account has been depleted. If interest in more than one class of
          Company Stock has been allocated to a Participant's Account, the
          Participant must be treated as forfeiting the same proportion of each
          such class.

                    In the event that the amount of the Vested portion of the
          Terminated Participant's Combined Account equals or exceeds the fair
          market value of any insurance Contracts, the Trustee, when so directed
          by the Administrator and agreed to by the Terminated Participant,
          shall assign, transfer, and set over to such Terminated Participant
          all Contracts on his life in such form or with such endorsements so
          that the settlement options and forms of payment are consistent with
          the provisions of Section 7.5. In the event that the Terminated
          Participant's Vested portion does not at least equal the fair market
          value of the Contracts, if any, the Terminated Participant may pay
          over to the Trustee the sum needed to make the distribution equal to
          the value of the Contracts being assigned or transferred, or the
          Trustee, pursuant to the Participant's election, may borrow the cash
          value of the Contracts from the insurer so that the value of the
          Contracts is equal to the Vested portion of the Terminated
          Participant's Account and then assign the Contracts to the Terminated
          Participant.

                    Distribution of the funds due to a Terminated Participant
          shall be made on the occurrence of an event which would result in the
          distribution had the Terminated Participant remained in the employ of
          the Employer (upon the Participant's death or Normal Retirement).
          However, at the election of the Participant, the Administrator shall
          direct the Trustee to cause the entire Vested portion of the
          Terminated Participant's Combined Account to be payable to such
          Terminated Participant on or after the Anniversary Date coinciding
          with or next following termination of employment. Distribution to a
          Participant shall not include

                                       53
<PAGE>

          any Company Stock acquired with the proceeds of an Exempt Loan until
          the close of the Plan Year in which such loan is repaid in full.
          Any distribution under this paragraph shall be made in a manner which
          is consistent with and satisfies the provisions of Section 7.5 and
          7.6, including, but not limited to, all notice and consent
          requirements of Code Section 411(a)(11) and the Regulations
          thereunder.

                    If, for Plan Years beginning after August 5, 1997, the value
          of a Terminated Participant's Vested benefit derived from Employer and
          Employee contributions does not exceed $5,000 ($3,500 for Plan Years
          beginning prior to August 6, 1997), and has never exceeded $5,000
          ($3,500 for Plan Years beginning prior to August 6, 1997) at the time
          of any distribution prior to March 22, 1999, the Administrator shall
          direct the Trustee to cause the entire Vested benefit to be paid to
          such Participant in a single lump sum.

               (b)  The Vested portion of any Participant's Account shall be a
          percentage of the total amount credited to his Participant's Account
          determined on the basis of the Participant's number of Years of
          Service according to the following schedule:

                         Vesting Schedule
          Years of Service                    Percentage
               1                                  20%
               2                                  40%
               3                                  60%
               4                                  80%
               5                                 100%

               (c)  Notwithstanding the vesting schedule above, the Vested
          percentage of a Participant's Account shall not be less than the
          Vested percentage attained as of the later of the effective date or
          adoption date of this amendment and restatement.

               (d)  Notwithstanding the vesting schedule above, upon the
          complete discontinuance of the Employer contributions to the Plan or
          upon any full or partial termination of the Plan, all amounts credited
          to the account of any affected Participant shall become 100% Vested
          and shall not thereafter be subject to Forfeiture.

               (e)  A Participant with at least three (3) Years of Service as of
          the expiration date of the election period may elect to have his
          nonforfeitable percentage computed under the Plan without regard to
          such amendment and restatement. If a Participant fails to make such
          election, then such Participant shall be subject to the new vesting
          schedule. The Participant's election period shall commence on the
          adoption date of the amendment and shall end 60 days after the latest
          of:

                                       54
<PAGE>

               (1)  the adoption date of the amendment,

               (2)  the effective date of the amendment, or

               (3)  the date the Participant receives written notice of the
               amendment from the Employer or Administrator.

                    Except, however, any Employee who was a Participant as of
          the later of the effective date or adoption date of this amendment and
          restatement and who completed three (3) Years of Service shall be
          subject to the pre-amendment vesting schedule provided such schedule
          is more liberal than the new vesting schedule.

                   Pre-Amendment Vesting Schedule
          Years of Service                    Percentage
               1                                   0%
               2                                   0%
               3                                  20%
               4                                  40%
               5                                  60%
               6                                  80%
               7                                 100%

               (f)  The computation of a Participant's nonforfeitable percentage
          of his interest in the Plan shall not be reduced as the result of any
          direct or indirect amendment to this Plan. For this purpose, the Plan
          shall be treated as having been amended if the Plan provides for an
          automatic change in vesting due to a change in top heavy status. In
          the event that the Plan is amended to change or modify any vesting
          schedule, a Participant with at least three (3) Years of Service as of
          the expiration date of the election period may elect to have his
          nonforfeitable percentage computed under the Plan without regard to
          such amendment. If a Participant fails to make such election, then
          such Participant shall be subject to the new vesting schedule. The
          Participant's election period shall commence on the adoption date of
          the amendment and shall end 60 days after the latest of:

               (1)  the adoption date of the amendment,

               (2)  the effective date of the amendment, or

               (3)  the date the Participant receives written notice of the
               amendment from the Employer or Administrator.

                                       55
<PAGE>

               (g)(1) If any Former Participant shall be reemployed by the
          Employer before a 1-Year Break in Service occurs, he shall continue to
          participate in the Plan in the same manner as if such termination had
          not occurred.

               (2) If any Former Participant shall be reemployed by the Employer
               before five (5) consecutive 1-Year Breaks in Service, and such
               Former Participant had received a distribution of his entire
               Vested interest prior to his reemployment, his forfeited account
               shall be reinstated only if he repays the full amount distributed
               to him before the earlier of five (5) years after the first date
               on which the Participant is subsequently reemployed by the
               Employer or the close of the first period of five (5) consecutive
               1-Year Breaks in Service commencing after the distribution. In
               the event the Former Participant does repay the full amount
               distributed to him, the undistributed portion of the
               Participant's Account must be restored in full, unadjusted by any
               gains or losses occurring subsequent to the Valuation Date
               coinciding with or preceding his termination. The source for such
               reinstatement shall first be any Forfeitures occurring during the
               year. If such source is insufficient, then the Employer shall
               contribute an amount which is sufficient to restore any such
               forfeited Accounts provided, however, that if a discretionary
               contribution is made for such year pursuant to Section 4.1(d),
               such contribution shall first be applied to restore any such
               Accounts and the remainder shall be allocated in accordance with
               Section 4.4.

               (3) If any Former Participant is reemployed after a 1-Year Break
               in Service has occurred, Years of Service shall include Years of
               Service prior to his 1-Year Break in Service subject to the
               following rules:

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

                    (iii) After five (5) consecutive 1-Year Breaks in Service, a
                    Former Participant's Vested Account balance attributable to
                    pre-break service shall not be increased as a result of
                    post-break service;


                                       56
<PAGE>

               (iv)  If a Former Participant is reemployed by the Employer, he
               shall participate in the Plan immediately on his date of
               reemployment;

               (v)  If a Former Participant (a 1-Year Break in Service
               previously occurred, but employment had not terminated) is
               credited with an Hour of Service after the first eligibility
               computation period in which he incurs a 1-Year Break in Service,
               he shall participate in the Plan immediately.

          (h)  In determining Years of Service for purposes of vesting under the
     Plan, Years of Service prior to the vesting computation period in which an
     Employee attained his eighteenth birthday shall be excluded.

7.5  DISTRIBUTION OF BENEFITS

          (a)  The Administrator, pursuant to the election of the Participant,
     shall direct the Trustee to distribute to a Participant or his Beneficiary
     any amount to which he is entitled under the Plan in one or more of the
     following methods:

          (1)  One lump-sum payment.

          (2)  Payments over a period certain in monthly, quarterly, semiannual,
          or annual installments. The period over which such payment is to be
          made shall not extend beyond the earlier of the Participant's life
          expectancy (or the life expectancy of the Participant and his
          designated Beneficiary) or the limited distribution period provided
          for in Section 7.5(b).

          (b)  Unless the Participant elects in writing a longer distribution
     period,  distributions  to a Participant or his Beneficiary attributable to
     Company Stock shall be in substantially equal monthly, quarterly,
     semiannual, or annual installments over a period not longer than five (5)
     years. In the case of a Participant with an account balance attributable to
     Company Stock in excess of $500,000, the five (5) year period shall be
     extended one (1) additional year (but not more than five (5) additional
     years) for each $100,000 or fraction thereof by which such balance exceeds
     $500,000. The dollar limits shall be adjusted at the same time and in the
     same manner as provided in Code Section 415(d).

          (c)  Any distribution to a Participant, for Plan Years beginning after
     August 5, 1997, who has a benefit which exceeds $5,000 ($3,500 for Plan
     Years beginning prior to August 6, 1997), or has ever exceeded $5,000
     ($3,500 for Plan Years beginning prior to August 6, 1997) at the time of
     any distribution prior to March 22, 1999, shall require such Participant's
     consent if such distribution commences prior to the later of his Normal
     Retirement Age or age 62. However, if

                                       57
<PAGE>

     a Participant has begun to receive distributions pursuant to an optional
     form of benefit under which at least one scheduled periodic distribution
     has not yet been made, and if the value of the Participant's benefit,
     determined at the time of the first distribution under that optional form
     of benefit exceeded $5,000 ($3,500 for Plan Years beginning prior to August
     6, 1997), then the value of the Participant's benefit is deemed to continue
     to exceed such amount. With regard to this required consent:

          (1)  The Participant must be informed of his right to defer receipt of
          the distribution. If a Participant fails to consent, it shall be
          deemed an election to defer the commencement of payment of any
          benefit. However, any election to defer the receipt of benefits shall
          not apply with respect to distributions which are required under
          Section 7.5(f).

          (2)  Notice of the rights specified under this paragraph shall be
          provided no less than 30 days and no more than 90 days before the date
          the distribution commences.

          (3)  Consent of the Participant to the distribution must not be made
          before the Participant receives the notice and must not be made more
          than 90 days before the date the distribution commences.

          (4)  No consent shall be valid if a significant detriment is imposed
          under the Plan on any Participant who does not consent to the
          distribution.

               Any such distribution may commence less than 30 days after the
     notice required under Regulation l.411(a)-11(c) is given, provided that:
     (1) the Administrator clearly informs the Participant that the Participant
     has a right to a period of at least 30 days after receiving the notice to
     consider the decision of whether or not to elect a distribution (and, if
     applicable, a particular distribution option), and (2) the Participant,
     after receiving the notice, affirmatively elects a distribution.

          (d)  Notwithstanding anything herein to the contrary, the
     Administrator, in his sole discretion, may direct that cash dividends on
     shares of Company Stock  allocable to Participants' or Former Participants'
     Company Stock Accounts be distributed to such Participants or Former
     Participants within 90 days after the close of the Plan Year in which the
     dividends are paid.

          (e)  Any part of a Participant's benefit which is retained in the Plan
     after the Anniversary Date on which his participation ends will continue to
     be treated as a Company Stock Account or as an Other Investments Account
     (subject to Section 7.4(a)) as provided in Article IV. However, neither
     account will be credited with any further Employer contributions or
     Forfeitures.

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<PAGE>

          (f) Notwithstanding any provision in the Plan to the contrary, the
     distribution of a Participant's benefits made on or after January 1, 1997
     shall be made in accordance with the following requirements and shall
     otherwise comply with Code Section 401(a)(9) and the Regulations thereunder
     (including Regulation l.401(a)(9)-2), the provisions of which are
     incorporated herein by reference:

          (1) A Participant's benefits shall be distributed or must begin to be
          distributed to him not later than April 1st of the calendar year
          following the later of (i) the calendar year in which the Participant
          attains age 70  1/2 or (ii) the calendar year in which the Participant
          retires, provided, however, that this clause (ii) shall not apply in
          the case of a Participant who is a "five (5) percent owner" at any
          time during the Plan Year ending with or within the calendar year in
          which such owner attains age 70  1/2. Such distributions shall be
          equal to or greater than any required distribution.

          Any Participant attaining age 70  1/2 in years after 1995 may elect by
          the April 1st of the calendar year following the year in which the
          Participant attained age 70  1/2 (or by December 31, 1997 in the case
          of a Participant attaining age 70  1/2 in 1996), to defer
          distributions until the calendar year following the calendar year in
          which the Participant retires. If no such election is made the
          Participant will begin receiving distributions by the April 1st of the
          calendar year following the year in which the Participant attained age
          70  1/2 (or by December 31, 1997 in the case of a Participant
          attaining age 70  1/2 in 1996)

          Notwithstanding the foregoing, the "pre-retirement age 70  1/2
          distribution option" is only eliminated with respect to Participants
          who reach age 70  1/2 in or after a calendar year that begins after
          the later of December 31, 1998, or the adoption date of an amendment
          eliminating such distribution. The "pre-retirement age 70  1/2
          distribution option" is an optional form of benefit under which
          benefits payable in a particular distribution form (including any
          modification that may be elected after benefit commencement) commence
          at a time during the period that begins on or after January 1st of the
          calendar year in which a Participant attains age 70  1/2 and ends
          April 1st of the immediately following calendar year.

          Alternatively, distributions to a Participant must begin no later than
          the applicable April 1st as determined under the preceding paragraph
          and must be made over a period certain measured by the life expectancy
          of the Participant (or the life expectancies of the Participant and
          his designated Beneficiary) in accordance with Regulations.

                                       59
<PAGE>

          (2)  Distributions to a Participant and his Beneficiaries shall
          only be made in accordance with the incidental death benefit
          requirements of Code Section 401(a)(9)(G) and the Regulations
          thereunder.

          (g)  Notwithstanding any provision in the Plan to the contrary,
     distributions upon the death of a Participant shall be made in accordance
     with the following requirements and shall otherwise comply with Code
     Section 401(a)(9) and the Regulations thereunder. If it is determined
     pursuant to Regulations that the distribution of a Participant's interest
     has begun and the Participant dies before his entire interest has been
     distributed to him, the remaining portion of such interest shall be
     distributed at least as rapidly as under the method of distribution
     selected pursuant to Section 7.5 as of his date of death. If a Participant
     dies before he has begun to receive any distributions of his interest under
     the Plan or before distributions are deemed to have begun pursuant to
     Regulations, then his death benefit shall be distributed to his
     Beneficiaries by December 31st of the calendar year in which the fifth
     anniversary of his date of death occurs.

               However, the 5-year distribution requirement of the preceding
     paragraph shall not apply to any portion of the deceased Participant's
     interest which is payable to or for the benefit of a designated
     Beneficiary. In such event, such portion shall be distributed over a period
     not extending beyond the life expectancy of such designated Beneficiary
     provided such distribution begins not later than December 31st of the
     calendar year immediately following the calendar year in which the
     Participant died. However, in the event the Participant's spouse
     (determined as of the date of the Participant's death) is his Beneficiary,
     the requirement that distributions commence within one year of a
     Participant's death shall not apply. In lieu thereof, distributions must
     commence on or before the later of: (1) December 31st of the calendar year
     immediately following the calendar year in which the Participant died; or
     (2) December 31st of the calendar year in which the Participant would have
     attained age 70  1/2.  If the surviving spouse dies before distributions to
     such spouse begin, then the 5-year distribution requirement of this Section
     shall apply as if the spouse was the Participant.

          (h)  For purposes of this Section, the life expectancy of a
     Participant and a Participant's spouse may, at the election of the
     Participant or the Participant's spouse, be redetermined in accordance with
     Regulations. The election, once made,  shall be irrevocable.  If no
     election is made by the time distributions must commence, then the life
     expectancy of the Participant and the Participant's spouse shall not be
     subject to recalculation.  Life expectancy and joint and last survivor
     expectancy shall be computed using the return  multiples in Tables V and VI
     of Regulation 1.72-9.

          (i)  Except as limited by Sections 7.5 and 7.6, whenever the Trustee
     is to make a distribution or to commence a series of payments, the
     distribution or series

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<PAGE>

     of payments may be made or begun as soon as is practicable. However, unless
     a Former Participant elects in writing to defer the receipt of benefits
     (such election may not result in a death benefit that is more than
     incidental), the payment of benefits shall begin not later than the 60th
     day after the close of the Plan Year in which the latest of the following
     events occurs:

          (1) the date on which the Participant attains the earlier of age 65 or
          the Normal Retirement Age specified herein;

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

          (3) the date the Participant terminates his service with the Employer.

          (j) If a distribution is made at a time when a Participant is not
     fully Vested in his Participant's Account and the Participant may increase
     the Vested percentage in such account:

          (1) a separate account shall be established for the Participant's
          interest in the Plan as of the time of the distribution; and

          (2) at any relevant time, the Participant's Vested portion of the
          separate account shall be equal to an amount ("X") determined by the
          formula:

          x equals P(AB plus (R x D)) - (R x D)

          For purposes of applying the formula: P is the Vested percentage at
          the relevant time, AB is the account balance at the relevant time, D
          is the amount of distribution, and R is the ratio of the account
          balance at the relevant time to the account balance after
          distribution.

7.6  HOW PLAN BENEFIT WILL BE DISTRIBUTED

          (a) Distribution of a Participant's benefit may be made in cash or
     Company Stock or both, provided, however, that if a Participant or
     Beneficiary so demands, such ESOP benefit (other than Company Stock
     reinvested pursuant to Section 4.12(c)) shall be distributed only in the
     form of Company Stock. Prior to making a distribution of benefits, the
     Administrator shall advise the Participant or his Beneficiary, in writing,
     of the right to demand that ESOP benefits be distributed solely in Company
     Stock.

          (b) If a Participant or Beneficiary demands that his ESOP benefits be
     distributed solely in Company Stock, distribution of a Participant's
     benefit will be

                                       61
<PAGE>

     made entirely in whole shares or other units of Company Stock. Any balance
     in a Participant's Other Investments Account will be applied to acquire for
     distribution the maximum number of whole shares or other units of Company
     Stock at the then fair market value. Any fractional unit value unexpended
     will be distributed in cash. If Company Stock is not available for purchase
     by the Trustee, then the Trustee shall hold such balance until Company
     Stock is acquired and then make such distribution, subject to Sections
     7.5(i) and 7.5(f).

               (c) The Trustee will make distribution from the Trust only on
     instructions from the Administrator.

               (d) Notwithstanding anything contained herein to the contrary, if
     the Employer charter or by-laws restrict ownership of substantially all
     shares of Company Stock to Employees and the Trust Fund, as described in
     Code Section 409(h)(2)(B)(ii)(I), the Administrator shall distribute a
     Participant's Combined Account entirely in cash without granting the
     Participant the right to demand distribution in shares of Company Stock.

               (e) Except as otherwise provided herein, Company Stock
     distributed by the Trustee may be restricted as to sale or transfer by the
     by-laws or articles of incorporation of the Employer, provided restrictions
     are applicable to all Company Stock of the same class. If a Participant is
     required to offer the sale of his Company Stock to the Employer before
     offering to sell his Company Stock to a third party, in no event may the
     Employer pay a price less than that offered to the distributee by another
     potential buyer making a bona fide offer and in no event shall the Trustee
     pay a price less than the fair market value of the Company Stock.

               (f) If Company Stock acquired with the proceeds of an Exempt Loan
     (described in Section 5.4 hereof) is available for distribution and
     consists of more than one class, a Participant or his Beneficiary must
     receive substantially the same proportion of each such class.

7.7  DISTRIBUTION FOR MINOR BENEFICIARY

          In the event a distribution is to be made to a minor, then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence or to the custodian for such Beneficiary
under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted
by the laws of the state in which said Beneficiary residence. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and Plan from further liability on account
thereof.

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<PAGE>

7.8  LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

          In the event that all, or any portion, of the distribution payable to
a Participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored
unadjusted for earnings or losses.

7.9  NONTERMINABLE PROTECTIONS AND RIGHTS

          No Company Stock acquired with the proceeds of a loan described in
Section 5.4 hereof may be subject to a put, call, or other option, or buy-sell
or similar arrangement when held by and when distributed from the Trust Fund,
whether or not the Plan is then an ESOP. The protections and rights granted in
this Section are nonterminable, and such protections and rights shall continue
to exist under the terms of this Plan so long as any Company Stock acquired with
the proceeds of a loan described in Section 5.4 hereof is held by the Trust Fund
or by any Participant or other person for whose benefit such protections and
rights have been created, and neither the repayment of such loan nor the failure
of the Plan to be an ESOP, nor an amendment of the Plan shall cause a
termination of said protections and rights.

7.10 ADVANCE DISTRIBUTION FOR HARDSHIP

               (a) The Administrator, at the election of the Participant, shall
          direct the Trustee to distribute to any Participant in any one Plan
          Year up to the lesser of 100% of his Vested Participant's Elective
          Account and Participant's Account and Participant's Rollover Account
          valued as of the last Valuation Date or the amount necessary to
          satisfy the immediate and heavy financial need of the Participant. Any
          distribution made pursuant to this Section shall be deemed to be made
          as of the first day of the Plan Year or, if later, the Valuation Date
          immediately preceding the date of distribution, and the Participant's
          Elective Account and Participant's Account and Participant's Rollover
          Account shall be reduced accordingly. Withdrawal under this Section is
          deemed to be on account of an immediate and heavy financial need of
          the Participant only if the withdrawal is for:

               (1) Expenses for medical care described in Code Section 213(d)
               previously incurred by the Participant, his spouse, or any of his
               dependents (as defined in Code Section 152) or necessary for
               these persons to obtain medical care;

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<PAGE>

          (2) The costs directly related to the purchase of a principal
          residence for the Participant (excluding mortgage payments);

          (3) Payment of tuition, related educational fees, and room and board
          expenses for the next twelve (12) months of post-secondary education
          for the Participant, his spouse, children, or dependents; or

          (4) Payments necessary to prevent the eviction of the Participant from
          his principal residence or foreclosure on the mortgage of the
          Participant's principal residence.

          (b) No distribution shall be made pursuant to this Section unless the
     Administrator, based upon the Participant's representation and such other
     facts as are known to the Administrator, determines that all of the
     following conditions are satisfied:

          (1) The distribution is not in excess of the amount of the immediate
          and heavy financial need of the Participant. The amount of the
          immediate and heavy financial need may include any amounts necessary
          to pay any federal, state, or local income taxes or penalties
          reasonably anticipated to result from the distribution;

          (2) The Participant has obtained all distributions, other than
          hardship distributions, and all nontaxable (at the time of the loan)
          loans currently available under all plans maintained by the Employer;

          (3) The Plan, and all other plans maintained by the Employer, provide
          that the Participant's elective deferrals and voluntary Employee
          contributions will be suspended for at least twelve (12) months after
          receipt of the hardship distribution or, the Participant, pursuant to
          a legally enforceable agreement, will suspend his elective deferrals
          and voluntary Employee contributions to the Plan and all other plans
          maintained by the Employer for at least twelve (12) months after
          receipt of the hardship distribution; and

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

          (c) Notwithstanding the above, distributions from the Participant's
     Elective Account pursuant to this Section shall be limited, as of the date
     of

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<PAGE>

          distribution, to the Participant's Elective Account as of the end of
          the last Plan Year ending before July 1, 1989, plus the total
          Participant's Deferred Compensation after such date, reduced by the
          amount of any previous distributions pursuant to this Section.

               (d) Any distribution made pursuant to this Section shall be made
          in a manner which is consistent with and satisfies the provisions of
          Sections 7.5 and 7.6, including, but not limited to, all notice and
          consent requirements of Code Section 411(a)(11) and the Regulations
          thereunder.

7.11 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

          All rights and benefits, including elections, provided to a
Participant in this Plan shall be subject to the rights afforded to any
"alternate payee" under a "qualified domestic relations order." Furthermore, a
distribution to an "alternate payee" shall be permitted if such distribution is
authorized by a "qualified domestic relations order," even if the affected
Participant has not separated from service and has not reached the "earliest
retirement age" under the Plan. For the purposes of this section, "alternate
payee," "qualified domestic relations order" and "earliest retirement age" shall
have the meaning set forth under Code Section 414 (p).

7.12 DIRECT ROLLOVER

               (a) Notwithstanding any provision of the Plan to the contrary
          that would otherwise limit a distributee's election under this
          Section, a distributee may elect, at the time and in the manner
          prescribed by the Administrator, to have any portion of an eligible
          rollover distribution that is equal to at least $500 paid directly to
          an eligible retirement plan specified by the distributee in a direct
          rollover.

               (b) For purposes of this Section the following definitions shall
          apply:

               (1) An eligible rollover distribution is any distribution of all
               or any portion of the balance to the credit of the distributee,
               except that an eligible rollover distribution does not include:
               any distribution that is one of a series of substantially equal
               periodic payments (not less frequently than annually) made for
               the life (or life expectancy) of the distributee or the joint
               lives (or joint life expectancies) of the distributee and the
               distributee's designated beneficiary, or for a specified period
               of ten years or more; any distribution to the extent such
               distribution is required under Code Section 401(a)(9); the
               portion of any other distribution that is not includible in gross
               income (determined without regard to the exclusion for net
               unrealized appreciation with respect to employer securities) ;
               for distributions made after December 31, 1999, any hardship
               distribution described in Code Section

                                       65
<PAGE>

               401(k)(2)(B)(i)(IV); and any other distribution that is
               reasonably expected to total less than $200 during a year.

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

               (3) A distributee includes an Employee or former Employee. In
               addition, the Employee's or former Employee's surviving spouse
               and the Employee's or former Employee's spouse or former spouse
               who is the alternate payee under a qualified domestic relations
               order, as defined in Code Section 414(p), are distributees with
               regard to the interest of the spouse or former spouse.

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

7.13 ELIMINATION OF LOOKBACK RULE

          Notwithstanding anything in this Article to the contrary, the
"lookback rule" (the "lookback rule" provides that for purposes of determining
whether a distribution may be made without consent, if the value at the time of
a prior distribution exceeded the applicable dollar threshold (e.g., $5,000)
then the value at any subsequent time is deemed to exceed the threshold) will
not apply to any distributions made on or after October 17, 2000.

                                 ARTICLE VIII
                      AMENDMENT, TERMINATION AND MERGERS

8.1  AMENDMENT

               (a) The Employer shall have the right at any time to amend the
          Plan, subject to the limitations of this Section. However, any
          amendment which affects the rights, duties or responsibilities of the
          Trustee and Administrator, other than an amendment to remove the
          Trustee or Administrator, may only be made with the Trustee's and
          Administrator's written consent. Any such amendment shall become
          effective as provided therein upon its execution. The Trustee shall
          not be required to execute any such amendment unless the Trust
          provisions contained herein are a part of the Plan and the amendment
          affects the duties of the Trustee hereunder.

                                       66
<PAGE>

               (b) No amendment to the Plan shall be effective if it authorizes
          or permits any part of the Trust Fund (other than such part as is
          required to pay taxes and administration expenses) to be used for or
          diverted to any purpose other than for the exclusive benefit of the
          Participants or their Beneficiaries or estates; or causes any
          reduction in the amount credited to the account of any Participant; or
          causes or permits any portion of the Trust Fund to revert to or become
          property of the Employer.

               (c) Except as permitted by Regulations, no Plan amendment or
          transaction having the effect of a Plan amendment (such as a merger,
          plan transfer or similar transaction) shall be effective to the extent
          it eliminates or reduces any "Section 411(d)(6) protected benefit" or
          adds or modifies conditions relating to "Section 411(d)(6) protected
          benefits" the result of which is a further restriction on such benefit
          unless such protected benefits are preserved with respect to benefits
          accrued as of the later of the adoption date or effective date of the
          amendment. "Section 411(d)(6) protected benefits" are benefits
          described in Code Section 411(d)(6)(A), early retirement benefits and
          retirement-type subsidies, and optional forms of benefit.

                    In addition, no such amendment shall have the effect of
          terminating the protections and rights set forth in Section 7.9,
          unless such termination shall then be permitted under the applicable
          provisions of the Code and Regulations; such a termination is
          currently expressly prohibited by Regulation 54.4975-11(a)(3)(ii).

8.2  TERMINATION

               (a) The Employer shall have the right at any time to terminate
          the Plan by delivering to the Trustee and Administrator written notice
          of such termination. Upon any full or partial termination, all amounts
          credited to the affected Participants' Combined Accounts shall become
          100% Vested as provided in Section 7.4 and shall not thereafter be
          subject to forfeiture, and all unallocated amounts shall be allocated
          to the accounts of all Participants in accordance with the provisions
          hereof.

               (b) Upon the full termination of the Plan, the Employer shall
          direct the distribution of the assets of the Trust Fund to
          Participants in a manner which is consistent with and satisfies the
          provisions of Sections 7.5 and 7.6. Except as permitted by
          Regulations, the termination of the Plan shall not result in the
          reduction of "Section 411(d)(6) protected benefits" in accordance with
          Section 8.1(c).

8.3  MERGER OR CONSOLIDATION

          This Plan and Trust may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a

                                       67
<PAGE>

     Participant of this Plan, in the event of a termination of the plan
     immediately after such transfer, merger or consolidation, are at least
     equal to the benefits the Participant would have received if the Plan had
     terminated immediately before the transfer, merger or consolidation, and
     such transfer, merger or consolidation does not otherwise result in the
     elimination or reduction of any "Section 411(d)(6) protected benefits" in
     accordance with Section 8.1(c).

                                   ARTICLE IX
                                   TOP HEAVY

     9.1  TOP HEAVY PLAN REQUIREMENTS

          For any Top Heavy Plan Year, the Plan shall provide the special
     vesting requirements of Code Section 416(b) pursuant to Section 7.4 of the
     Plan and the special minimum allocation requirements of Code Section 416(c)
     pursuant to Section 4.4 of the Plan.

     9.2  DETERMINATION OF TOP HEAVY STATUS

                    (a) This Plan shall be a Top Heavy Plan for any Plan Year in
               which, as of the Determination Date, (1) the Present Value of
               Accrued Benefits of Key Employees and (2) the sum of the
               Aggregate Accounts of Key Employees under this Plan and all plans
               of an Aggregation Group, exceeds sixty percent (60%) of the
               Present Value of Accrued Benefits and the Aggregate Accounts of
               all Key and Non-Key Employees under this Plan and all plans of an
               Aggregation Group.

                        If any Participant is a Non-Key Employee for any Plan
               Year, but such Participant was a Key Employee for any prior Plan
               Year, such Participant's Present Value of Accrued Benefit and/or
               Aggregate Account balance shall not be taken into account for
               purposes of determining whether this Plan is a Top Heavy or Super
               Top Heavy Plan (or whether any Aggregation Group which includes
               this Plan is a Top Heavy Group). In addition, if a Participant or
               Former Participant has not performed any services for any
               Employer maintaining the Plan at any time during the five year
               period ending on the Determination Date, any accrued benefit for
               such Participant or Former Participant shall not be taken into
               account for the purposes of determining whether this Plan is a
               Top Heavy or Super Top Heavy Plan.

                    (b) This Plan shall be a Super Top Heavy Plan for any Plan
               Year in which, as of the Determination Date, (1) the Present
               Value of Accrued Benefits of Key Employees and (2) the sum of the
               Aggregate Accounts of Key Employees under this Plan and all plans
               of an Aggregation Group, exceeds ninety percent (90%) of the
               Present Value of Accrued Benefits and the Aggregate Accounts of
               all Key and Non-Key Employees under this Plan and all plans of an
               Aggregation Group.

                                       68
<PAGE>

               (c) Aggregate Account: A Participant's Aggregate Account as of
          the Determination Date is the sum of:

               (1) his Participant's Combined Account balance as of the most
               recent valuation occurring within a twelve (12) month period
               ending on the Determination Date;

               (2) an adjustment for any contributions due as of the
               Determination Date. Such adjustment shall be the amount of any
               contributions actually made after the Valuation Date but due on
               or before the Determination Date, except for the first Plan Year
               when such adjustment shall also reflect the amount of any
               contributions made after the Determination Date that are
               allocated as of a date in that first Plan Year.

               (3) any Plan distributions made within the Plan Year that
               includes the Determination Date or within the four (4) preceding
               Plan Years. However, in the case of distributions made after the
               Valuation Date and prior to the Determination Date, such
               distributions are not included as distributions for top heavy
               purposes to the extent that such distributions are already
               included in the Participant's Aggregate Account balance as of the
               Valuation Date. Notwithstanding anything herein to the contrary,
               all distributions, including distributions under a terminated
               plan which if it had not been terminated would have been required
               to be included in an Aggregation Group, will be counted. Further,
               distributions from the Plan (including the cash value of life
               insurance policies) of a Participant's account balance because of
               death shall be treated as a distribution for the purposes of this
               paragraph.

               (4) any Employee contributions, whether voluntary or mandatory.
               However, amounts attributable to tax deductible qualified
               voluntary employee contributions shall not be considered to be a
               part of the Participant's Aggregate Account balance.

               (5) with respect to unrelated rollovers and plan-to-plan
               transfers (ones which are both initiated by the Employee and made
               from a plan maintained by one employer to a plan maintained by
               another employer), if this Plan provides the rollovers or plan-
               to-plan transfers, it shall always consider such rollovers or
               plan-to-plan transfers as a distribution for the purposes of this
               Section. If this Plan is the plan accepting such rollovers or
               plan-to-plan transfers, it shall not consider such rollovers or
               plan-to-plan transfers as part of the Participant's Aggregate
               Account balance.

               (6) with respect to related rollovers and plan-to-plan transfers
               (ones either not initiated by the Employee or made to a plan
               maintained by the same

                                       69
<PAGE>

               employer), if this Plan provides the rollover or plan-to-plan
               transfer, it shall not be counted as a distribution for purposes
               of this Section. If this Plan is the plan accepting such rollover
               or plan-to-plan transfer, it shall consider such rollover or
               plan-to-plan transfer as part of the Participant's Aggregate
               Account balance, irrespective of the date on which such rollover
               or plan-to-plan transfer is accepted.

               (7) For the purposes of determining whether two employers are to
               be treated as the same employer in (5) and (6) above, all
               employers aggregated under Code Section 414(b), (c), (m) and (o)
               are treated as the same employer.

               (d) "Aggregation Group" means either a Required Aggregation Group
          or a Permissive Aggregation Group as hereinafter determined.

               (1) Required Aggregation Group: In determining a Required
               Aggregation Group hereunder, each plan of the Employer in which a
               Key Employee is a participant in the Plan Year containing the
               Determination Date or any of the four preceding Plan Years, and
               each other plan of the Employer which enables any plan in which a
               Key Employee participates to meet the requirements of Code
               Sections 401(a)(4) or 410, will be required to be aggregated.
               Such group shall be known as a Required Aggregation Group.

               In the case of a Required Aggregation Group, each plan in the
               group will be considered a Top Heavy Plan if the Required
               Aggregation Group is a Top Heavy Group. No plan in the Required
               Aggregation Group will be considered a Top Heavy Plan if the
               Required Aggregation Group is not a Top Heavy Group.

               (2) Permissive Aggregation Group: The Employer may also include
               any other plan not required to be included in the Required
               Aggregation Group, provided the resulting group, taken as a
               whole, would continue to satisfy the provisions of Code Sections
               401 (a)(4) and 410. Such group shall be known as a Permissive
               Aggregation Group.

               In the case of a Permissive Aggregation Group, only a plan that
               is part of the Required Aggregation Group will be considered a
               Top Heavy Plan if the Permissive Aggregation Group is a Top Heavy
               Group. No plan in the Permissive Aggregation Group will be
               considered a Top Heavy Plan if the Permissive Aggregation Group
               is not a Top Heavy Group.

               (3) Only those plans of the Employer in which the Determination
               Dates fall within the same calendar year shall be aggregated in
               order to determine whether such plans are Top Heavy Plans.

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               (4) An Aggregation Group shall include any terminated plan of the
               Employer if it was maintained within the last five (5) years
               ending on the Determination Date.

               (e) "Determination Date" means (a) the last day of the preceding
          Plan Year, or (b) in the case of the first Plan Year, the last day of
          such Plan Year.

               (f) Present Value of Accrued Benefit: In the case of a defined
          benefit plan, the Present Value of Accrued Benefit for a Participant
          other than a Key Employee, shall be as determined using the single
          accrual method used for all plans of the Employer and Affiliated
          Employers, or if no such single method exists, using a method which
          results in benefits accruing not more rapidly than the slowest accrual
          rate permitted under Code Section 411(b)(1)(C) . The determination of
          the Present Value of Accrued Benefit shall be determined as of the
          most recent valuation date that falls within or ends with the 12-month
          period ending on the Determination Date except as provided in Code
          Section 416 and the Regulations thereunder for the first and second
          plan years of a defined benefit plan.

               (g) "Top Heavy Group" means an Aggregation Group in which, as of
          the Determination Date, the sum of:

               (1) the Present Value of Accrued Benefits of Key Employees under
               all defined benefit plans included in the group, and

               (2) the Aggregate Accounts of Key Employees under all defined
               contribution plans included in the group, exceeds sixty percent
               (60%) of a similar sum determined for all Participants.

                                   ARTICLE X
                                 MISCELLANEOUS

10.1 PARTICIPANT'S RIGHTS

          This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

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10.2 ALIENATION

               (a)  Subject to the exceptions provided below, no benefit which
          shall be payable out of the Trust Fund to any person (including a
          Participant or his Beneficiary) shall be subject in any manner to
          anticipation, alienation, sale, transfer, assignment, pledge,
          encumbrance, or charge, and any attempt to anticipate, alienate, sell,
          transfer, assign, pledge, encumber, or charge the same shall be void;
          and no such benefit shall in any manner be liable for, or subject to,
          the debts, contracts, liabilities, engagements, or torts of any such
          person, nor shall it be subject to attachment or legal process for or
          against such person, and the same shall not be recognized by the
          Trustee, except to such extent as may be required by law.

               (b)  This provision shall not apply to a "qualified domestic
          relations order" defined in Code Section 414(p), and those other
          domestic relations orders permitted to be so treated by the
          Administrator under the provisions of the Retirement Equity Act of
          1984. The Administrator shall establish a written procedure to
          determine the qualified status of domestic relations orders and to
          administer distributions under such qualified orders. Further, to the
          extent provided under a "qualified domestic relations order," a former
          spouse of a Participant shall be treated as the spouse or surviving
          spouse for all purposes under the Plan.

               (c)  This provision shall not apply to an offset to a
          Participant's accrued benefit against an amount that the Participant
          is ordered or required to pay the Plan with respect to a judgment,
          order, or decree issued, or a settlement entered into, on or after
          August 5, 1997, in accordance with Code Sections 401 (a)(13)(C) and
          (D).

10.3 CONSTRUCTION OF PLAN

          This Plan and Trust shall be construed and enforced according to the
Act and the laws of the State of Alabama, other than its laws respecting choice
of law, to the extent not preempted by the Act.

10.4 GENDER AND NUMBER

          Wherever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural Form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

10.5 LEGAL ACTION

          In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee, the Employer or
the Administrator may be a party, and

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such claim, suit, or proceeding is resolved in favor of the Trustee, the
Employer or the Administrator, they shall be entitled to be reimbursed from the
Trust Fund for any and all costs, attorney's fees, and other expenses pertaining
thereto incurred by them for which they shall have become liable.

10.6 PROHIBITION AGAINST DIVERSION OF FUNDS

               (a)  Except as provided below and otherwise specifically
          permitted by law, it shall be impossible by operation of the Plan or
          of the Trust, by termination of either, by power of revocation or
          amendment, by the happening of any contingency, by collateral
          arrangement or by any other means, for any part of the corpus or
          income of any trust fund maintained pursuant to the Plan or any funds
          contributed thereto to be used for, or diverted to, purposes other
          than the exclusive benefit of Participants, Retired Participants, or
          their Beneficiaries.

               (b)  In the event the Employer shall make an excessive
          contribution under a mistake of fact pursuant to Act Section
          403(c)(2)(A), the Employer may demand repayment of such excessive
          contribution at any time within one (1) year following the time of
          payment and the Trustees shall return such amount to the Employer
          within the one (1) year period. Earnings of the Plan attributable to
          the excess contributions may not be returned to the Employer but any
          losses attributable thereto must reduce the amount so returned.

10.7 BONDING

          Every Fiduciary, except a bank or an insurance company, unless
exempted by the Act and regulations thereunder, shall be bonded in an amount not
less than 10% of the amount of the funds such Fiduciary handles; provided,
however, that the minimum bond shall be $1,000 and the maximum bond, $500,000.
The amount of funds handled shall be determined at the beginning of each Plan
Year by the amount of funds handled by such person, group, or class to be
covered and their predecessors, if any, during the preceding Plan Year, or if
there is no preceding Plan Year, then by the amount of the funds to be handled
during the then current year. The bond shall provide protection to the Plan
against any loss by reason of acts of fraud or dishonesty by the Fiduciary alone
or in connivance with others. The surety shall be a corporate surety company (as
such term is used in Act Section 412(a)(2)), and the bond shall be in a form
approved by the Secretary of Labor. Notwithstanding anything in the Plan to the
contrary, the cost of such bonds shall be an expense of and may, at the election
of the Administrator, be paid from the Trust Fund or by the Employer.

10.8 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

          Neither the Employer, the Administrator, nor the Trustee, nor their
successors shall be responsible for the validity of any Contract issued
hereunder or for the failure on the part of the insurer to make payments
provided by any such Contract, or for the action of any person which may delay
payment or render a Contract null and void or unenforceable in whole or in part.

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<PAGE>

10.9  INSURER'S PROTECTIVE CLAUSE

          Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

10.10 RECEIPT AND RELEASE FOR PAYMENTS

          Any payment to any Participant, his legal representative, Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof, be in
full satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require such Participant, legal representative, Beneficiary,
guardian or committee, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as shall be determined by the Trustee
or Employer.

10.11 ACTION BY THE EMPLOYER

          Whenever the Employer under the terms of the Plan is permitted or
required to do or perform any act or matter or things, it shall be done and
performed by a person duly authorized by its legally constituted authority.

10.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

          The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only those
specific powers, duties, responsibilities, and obligations as are specifically
given them under the Plan or as accepted by or assigned to them pursuant to any
procedure provided under the Plan, including but not limited to any agreement
allocating or delegating their responsibilities, the terms of which are
incorporated herein by reference. In general unless otherwise indicated herein
or pursuant to such agreements, the Employer shall have the duties specified in
Article II hereof, as the same may be allocated or delegated thereunder,
including but not limited to the responsibility for making the contributions
provided for under Section 4.1; and shall have the authority to appoint and
remove the Trustee and the Administrator; to formulate the Plan's funding policy
and method and to amend or terminate, in whole or in part, the Plan.  The
Administrator shall have the responsibility for the administration of the Plan,
including but not limited to the items specified in Article II of the Plan, as
the same may be allocated or delegated thereunder. The Trustee shall have the
responsibility of management and control of the assets held under the Trust
except to the extent directed pursuant to Article II or with respect to those
assets, the management of which has been assigned to an Investment Manager, who
shall be solely responsible for the management of the assets assigned to it, all
as specifically

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provided in the Plan and any agreement with the Trustee Each named Fiduciary
warrants that any directions given, information furnished, or action taken by it
shall be in accordance with the provisions of the Plan, authorizing or providing
for such direction, information or action. Furthermore, each named Fiduciary may
rely upon any such direction, information or action of another named Fiduciary
as being proper under the Plan, and is not required under the Plan to inquire
into the propriety of any such direction, information or action. It is intended
under the Plan that each named Fiduciary shall be responsible for the proper
exercise of its own powers, duties, responsibilities and obligations under the
Plan as specified or allocated herein. No named Fiduciary shall guarantee the
Trust Fund in any manner against investment loss or depreciation in value. Any
person or group may serve in more than one Fiduciary capacity. In the
furtherance of their responsibilities hereunder, the "named Fiduciaries" shall
be empowered to interpret the Plan and Trust and to resolve ambiguities,
inconsistencies and omissions, which findings shall be binding, final and
conclusive.

10.13 HEADINGS

          The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

10.14 APPROVAL BY INTERNAL REVENUE SERVICE

               (a)  Notwithstanding anything herein to the contrary,
          contributions to this Plan are conditioned upon the initial
          qualification of the Plan under Code Section 401. If the Plan receives
          an adverse determination with respect to its initial qualification,
          then the Plan may return such contributions to the Employer within one
          year after such determination, provided the application for the
          determination is made by the time prescribed by law for filing the
          Employer's return for the taxable year in which the Plan was adopted,
          or such later date as the Secretary of the Treasury may prescribe.

               (b)  Notwithstanding any provisions to the contrary, except
          Sections 3.5, 3.6, and 4.1(e), any contribution by the Employer to the
          Trust Fund is conditioned upon the deductibility of the contribution
          by the Employer under the Code and, to the extent any such deduction
          is disallowed, the Employer may, within one (1) year following the
          disallowance of the deduction, demand repayment of such disallowed
          contribution and the Trustee shall return such contribution within one
          (1) year following the disallowance. Earnings of the Plan attributable
          to the excess contribution may not be returned to the Employer, but
          any losses attributable thereto must reduce the amount so returned.

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<PAGE>

10.15 UNIFORMITY

          All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan provisions
shall control.

10.16 SECURITIES AND EXCHANGE COMMISSION APPROVAL

          The Employer may request an interpretative letter from the Securities
and Exchange Commission stating that the transfers of Company Stock contemplated
hereunder do not involve transactions requiring a registration of such Company
Stock under the Securities Act of 1933. In the event that a favorable
interpretative letter is not obtained, the Employer reserves the right to amend
the Plan and Trust retroactively to their Effective Dates in order to obtain a
favorable interpretative letter or to terminate the Plan.

10.17 VOTING COMPANY STOCK

          The Trustee shall vote all Company Stock held by it as part of the
Plan assets at such time and in such manner as the Administrator shall direct.
Provided, however, that if any agreement entered into by the Trust provides for
voting of any shares of Company Stock pledged as security for any obligation of
the Plan, then such shares of Company Stock shall be voted in accordance with
such agreement. If the Administrator fails or refuses to give the Trustee timely
instructions as to how to vote any Company Stock as to which the Trustee
otherwise has the right to vote the Trustee shall not exercise its power to vote
such Company Stock and shall consider the Administrator's failure or refusal to
give timely instructions as an exercise of the Administrator's rights and a
directive to the Trustee not to vote said Company Stock.

          Notwithstanding the foregoing, if the Employer has a registration-type
class of securities each Participant or Beneficiary shall be entitled to direct
the Trustee as to the manner in which the Company Stock which is entitled to
vote and which is allocated to the Company Stock Account of such Participant or
Beneficiary is to be voted. If the Employer does not have a registration-type
class of securities, each Participant or Beneficiary in the Plan shall be
entitled to direct the Trustee as to the manner in which voting rights on shares
of Company Stock which are allocated to the Company Stock Account of such
Participant or Beneficiary are to be exercised with respect to any corporate
matter which involves the voting of such shares with respect to the approval or
disapproval of any corporate merger or consolidation, recapitalization,
reclassification, liquidation, dissolution, sale of substantially all accounts
of a trade or business, or such similar transaction as prescribed in
Regulations. For purposes of this Section the term "registration-type class of
securities" means: (A) a class of securities required to be registered under
Section 12 of the Securities Exchange Act of 1934; and (B) a class of securities
which would be required to be so registered except for the exemption from
registration provided in subsection (g)(2)(H) of such section 12.

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<PAGE>

          If the Employer does not have a registration-type class of securities
and the by-laws of the Employer require the Plan to vote an issue in a manner
that reflects a one-man, one-vote philosophy, each Participant or Beneficiary
shall be entitled to cast one vote on an issue and the Trustee shall vote the
shares held by the ESOP in proportion to the results of the votes cast on the
issue by the Participants and Beneficiaries.

                                  ARTICLE XI
                            PARTICIPATING EMPLOYERS

11.1 ADOPTION BY OTHER EMPLOYERS

          Notwithstanding anything herein to the contrary, with the consent of
the Employer and Trustee, any other corporation or entity, whether an affiliate
or subsidiary or not, may adopt this Plan and all of the provisions hereof, and
participate herein and be known as a Participating Employer, by a properly
executed document evidencing said intent and will of such Participating
Employer.

11.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS

               (a)  Each such Participating Employer shall be required to use
          the same Trustee as provided in this Plan.

               (b)  The Trustee may, but shall not be required to, commingle,
          hold and invest as one Trust Fund all contributions made by
          Participating Employers, as well as all increments thereof. However,
          the assets of the Plan shall, on an ongoing basis, be available to pay
          benefits to all Participants and Beneficiaries under the Plan without
          regard to the Employer or Participating Employer who contributed such
          assets.

               (c)  The transfer of any Participant from or to an Employer
          participating in this Plan, whether he be an Employee of the Employer
          or a Participating Employer, shall not affect such Participant's
          rights under the Plan, and all amounts credited to such Participant's
          Combined Account as well as his accumulated service time with the
          transferor or predecessor, and his length of participation in the
          Plan, shall continue to his credit.

               (d)  All rights and values forfeited by termination of employment
          shall inure only to the benefit of the Participants of the Employer or
          Participating Employer by which the forfeiting Participant was
          employed, except if the Forfeiture is for an Employee whose Employer
          is an Affiliated Employer, then said Forfeiture shall inure to the
          benefit of the Participants of those Employers who are Affiliated
          Employers. Should an Employee of one ("First") Employer be transferred
          to an associated ("Second") Employer which is an Affiliated Employer,
          such transfer shall

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<PAGE>

          not cause his account balance (generated while an Employee of "First"
          Employer) in any manner, or by any amount to be forfeited. Such
          Employee's Participant Combined Account balance for all purposes of
          the Plan, including length of service, shall be considered as though
          he had always been employed by the "Second" Employer and as such had
          received contributions, forfeitures, earnings or losses, and
          appreciation or depreciation in value of assets totaling the amount so
          transferred.

               (e)  Any expenses of the Trust which are to be paid by the
          Employer or borne by the Trust Fund shall be paid by each
          Participating Employer in the same proportion that the total amount
          standing to the credit of all Participants employed by such Employer
          bears to the total standing to the credit of all Participants.

11.3 DESIGNATION OF AGENT

          Each Participating Employer shall be deemed to be a party to this
Plan; provided, however, that with respect to all of its relations with the
Trustee and Administrator for the purpose of this Plan, each Participating
Employer shall be deemed to have designated irrevocably the Employer as its
agent. Unless the context of the Plan clearly indicates the contrary, the word
"Employer" shall be deemed to include each Participating Employer as related to
its adoption of the Plan.

11.4 EMPLOYEE TRANSFERS

          It is anticipated that an Employee may be transferred between
Participating Employers, and in the event of any such transfer, the Employee
involved shall carry with him his accumulated service and eligibility. No such
transfer shall effect a termination of employment hereunder, and the
Participating Employer to which the Employee is transferred shall thereupon
become obligated hereunder with respect to such Employee in the same manner as
was the Participating Employer from whom the Employee was transferred.

11.5 PARTICIPATING EMPLOYER CONTRIBUTION

          Any contribution subject to allocation during each Plan Year shall be
allocated only among those Participants of the Employer or Participating
Employer making the contribution, except if the contribution is made by an
Affiliated Employer, in which Event such contribution shall be allocated among
all Participants of all Participating Employers who are Affiliated Employers in
accordance with the provisions of this Plan. On the basis of the information
furnished by the Administrator, the Trustee shall keep separate books and
records concerning the affairs of each Participating Employer hereunder and as
to the accounts and credits of the Employees of each Participating Employer.
The Trustee may, but need not, register Contracts so as to evidence that a
particular Participating Employer is the interested Employer hereunder, but in
the event of an Employee transfer from one Participating Employer to another,
the employing Employer shall immediately notify the Trustee thereof.

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11.6 AMENDMENT

          Amendment of this Plan by the Employer at any time when there shall be
a Participating Employer hereunder shall only be by the written action of each
and every Participating Employer and with the consent of the Trustee where such
consent is necessary in accordance with the terms of this Plan.

11.7 DISCONTINUANCE OF PARTICIPATION

          Any Participating Employer shall be permitted to discontinue or revoke
its participation in the Plan. At the time of any such discontinuance or
revocation, satisfactory evidence thereof and of any applicable conditions
imposed shall be delivered to the Trustee. The Trustee shall thereafter
transfer, deliver and assign Contracts and other Trust Fund assets allocable to
the Participants of such Participating Employer to such new Trustee as shall
have been designated by such Participating Employer, in the event that it has
established a separate pension plan for its Employees, provided however, that no
such transfer shall be made if the result is the elimination or reduction of any
"Section 411(d)(6) protected benefits" in accordance with Section 8.1(c). If no
successor is designated, the trustee shall retain such assets for the Employees
of said Participating Employer pursuant to the provisions of the Trust. In no
such event shall any part of the corpus or income of the Trust as it relates to
such Participating Employer be used for or diverted to purposes other than for
the exclusive benefit of the Employees of such Participating Employer.

11.8 ADMINISTRATOR'S AUTHORITY

          The Administrator shall have authority to make any and all necessary
rules or regulations, binding upon all Participating Employers and all
Participants, to effectuate the purpose of this Article.



          IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.

ATTEST:                                      EUFAULA BANCCORP, INC.


By:   ___________________________            By:  ___________________________

Its:  ___________________________            Its: ___________________________

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