<PAGE>


                         LNB Bancorp, Inc.



                       Exhibit to Form 10 - K

             (for the fiscal year ended December 31, 2002)

                     S - K Reference Number (10a)




            The Lorain National Bank Retirement Pension Plan
            amended and restated effective December 31, 2002,
                          dated November 19, 2002































<PAGE>
                      CERTIFICATE OF CORPORATE RESOLUTION

          The undersigned Secretary of The Lorain National Bank (the
Corporation) hereby certifies that the following resolutions were duly
adopted by the board of directors of the Corporation on November 19, 2002,
and that such resolutions have not been modified or rescinded as of the date
hereof:

          RESOLVED, that the form of amended Pension Plan and Trust effective
January 1, 2001, presented to this meeting is hereby approved and adopted and
that the proper officers of the Corporation are hereby authorized and
directed to execute and deliver to the Trustee of the Plan one or more
counterparts of the Plan.

          RESOLVED, that for purposes of the limitations on contributions and
benefits under the Plan, prescribed by Section 415 of the Internal Revenue
Code, the "limitation year" shall be the Plan Year.

          RESOLVED, that not later than the due date (including extensions
thereof) of the Corporation's federal income tax return for each of its
fiscal years hereafter, the Corporation shall contribute to the Plan for each
such fiscal year not less than such amount as shall be required to meet
minimum funding standards and that the Treasurer of the Corporation is
authorized and directed to pay such contribution to the Trustee of the Plan
in cash or property and to designate to the Trustee the fiscal year for which
such contribution is made.

          RESOLVED, that the proper officers of the Corporation shall act as
soon as possible to notify the employees of the Corporation of the adoption
of the Pension Plan by delivering to each employee a copy of the summary
description of the Plan in the form of the Summary Plan Description presented
to this meeting, which form is hereby approved.

          The undersigned further certifies that attached hereto as Exhibits
A, B and C, respectively, are true copies of THE LORAIN NATIONAL BANK
RETIREMENT PENSION PLAN as amended and restated, Summary Plan Description and
Funding Policy and Method approved and adopted in the foregoing resolutions.



                                                 /s/Gregory D. Friedman
                                                 ________________________
                                                 Secretary

                                                 November 19, 2002
                                                 ________________________
                                                 Date


<PAGE>
                              THE LORAIN NATIONAL BANK
                              RETIREMENT PENSION PLAN

                              FUNDING POLICY AND METHOD

          A pension benefit plan (as defined in the Employee Retirement
Income Security Act of 1974) has been adopted by the company for the purpose
of rewarding long and loyal service to the company by providing to employees
additional financial security at retirement. Incidental benefits are provided
in the case of disability, death or other termination of employment.

          Since the principal purpose of the plan is to provide benefits at
normal retirement age, the principal goal of the investment of the funds in
the plan should be both security and long-term stability with moderate growth
commensurate with the anticipated retirement dates of participants.
Investments, other than "fixed dollar" investments, should be included among
the plan's investments to prevent erosion by inflation. However, investments
should be sufficiently liquid to enable the plan, on short notice, to make
some distributions in the event of the death or disability of a participant.






























<PAGE>













                                THE LORAIN NATIONAL BANK
                                RETIREMENT PENSION PLAN


































<PAGE>
                                     TABLE OF CONTENTS

                                        ARTICLE I
                                       DEFINITIONS


                                       ARTICLE II
                                     ADMINISTRATION

2.1    POWERS AND RESPONSIBILITIES OF THE EMPLOYER               16
2.2    DESIGNATION OF ADMINISTRATIVE AUTHORITY                   17
2.3    POWERS AND DUTIES OF THE ADMINISTRATOR                    17
2.4    RECORDS AND REPORTS                                       18
2.5    APPOINTMENT OF ADVISERS                                   18
2.6    PAYMENT OF EXPENSES                                       18
2.7    CLAIMS PROCEDURE                                          19
2.8    CLAIMS REVIEW PROCEDURE                                   19


                                      ARTICLE III
                                      ELIGIBILITY

3.1    CONDITIONS OF ELIGIBILITY                                 19
3.2    EFFECTIVE DATE OF PARTICIPATION                           20
3.3    DETERMINATION OF ELIGIBILITY                              20
3.4    TERMINATION OF ELIGIBILITY                                20
3.5    REHIRED EMPLOYEES AND BREAKS IN SERVICE                   20
3.6    ELECTION NOT TO PARTICIPATE                               21


                                     ARTICLE IV
                           CONTRIBUTION AND VALUATION

4.1    PAYMENT OF CONTRIBUTIONS                                  21
4.2    ACTUARIAL METHODS                                         22
4.3    QUALIFIED MILITARY SERVICE                                22


                                     ARTICLE V
                                     BENEFITS

5.1    RETIREMENT BENEFITS                                       22
5.2    MINIMUM BENEFIT REQUIREMENT FOR TOP HEAVY PLAN            24






<PAGE>
5.3    PAYMENT OF RETIREMENT BENEFITS                            25
5.4    DISABILITY RETIREMENT BENEFITS                            25
5.5    DEATH BENEFITS                                            26
5.6    TERMINATION OF EMPLOYMENT BEFORE RETIREMENT               28
5.7    DISTRIBUTION OF BENEFITS                                  30
5.8    DISTRIBUTION OF BENEFITS UPON DEATH                       35
5.9    TIME OF SEGREGATION OR DISTRIBUTION                       38
5.10   DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY         39
5.11   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN            39
5.12   EFFECT OF SOCIAL SECURITY ACT                             39
5.13   LIMITATIONS ON DISTRIBUTIONS                              39
5.14   QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION           40
5.15   LIMITATION OF BENEFITS ON TERMINATION                     40


                                 ARTICLE VI
                         CODE SECTION 415 LIMITATIONS

6.1    ANNUAL BENEFIT                                            41
6.2    MAXIMUM ANNUAL BENEFIT                                    42
6.3    ADJUSTMENTS TO ANNUAL BENEFIT AND LIMITATIONS             43
6.4    ANNUAL BENEFIT NOT IN EXCESS OF $10,000                   45
6.5    PARTICIPATION OR SERVICE REDUCTIONS                       45


                                ARTICLE VII
                                  TRUSTEE

7.1    BASIC RESPONSIBILITIES OF THE TRUSTEE                     45.
7.2    INVESTMENT POWERS AND DUTIES OF THE TRUSTEE               46
7.3    OTHER POWERS OF THE TRUSTEE                               47
7.4    DUTIES OF THE TRUSTEE REGARDING PAYMENTS                  49
7.5    TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES             49
7.6    ANNUAL REPORT OF THE TRUSTEE                              49
7.7    AUDIT                                                     50
7.8    RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE            51
7.9    TRANSFER OF INTEREST                                      51
7.10   TRUSTEE INDEMNIFICATION                                   52











<PAGE>
7.11   DIRECT ROLLOVER                                           52


                                  ARTICLE VIII
                                 PLAN AMENDMENT

8.1    AMENDMENT                                                 53


                                   ARTICLE IX
                               PLAN TERMINATION

9.1    TERMINATION                                               54
9.2    LIMITATION OF BENEFITS ON PLAN TERMINATION                57


                                  ARTICLE X
                 MERGER, CONSOLDATION OR TRANSFER OF ASSETS

10.1   REQUIREMENTS                                              57


                                  ARTICLE XI
                                  TOP HEAVY

11.1   TOP HEAVY PLAN REQUIREMENTS                               57
11.2   DETERMINATION OF TOP HEAVY STATUS                         57


                                 ARTICLE XII
                                MISCELLANEOUS

12.1   PARTICIPANT'S RIGHTS                                      61
12.2   ALIENATION                                                61
12.3   CONSTRUCTION OF PLAN                                      62
12.4   GENDER AND NUMBER                                         62
12.5   LEGAL ACTION                                              62
12.6   PROHIBITION AGAINST DIVERSION OF FUNDS                    63
12.7   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                63
12.8   INSURER'S PROTECTIVE CLAUSE                               63
12.9   RECEIPT AND RELEASE FOR PAYMENTS                          63
12.10  ACTION BY THE EMPLOYER                                    64
12.11  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY        64
12.12  HEADINGS                                                  64
12.13  APPROVAL BY INTERNAL REVENUE SERVICE                      64




<PAGE>
12.14  UNIFORMITY                                              65
12.15  INTERPRETATION OF AGREEMENT                             65















































<PAGE>

                             THE LORAIN NATIONAL BANK
                              RETIREMENT PENSION PLAN

          THIS AGREEMENT, hereby made and entered into this 19TH day of
November, 2002, by and between The Lorain National Bank (herein referred to
as the 'Employer") and THE LORAIN NATIONAL BANK (herein referred to as the
"Trustee").

                              W I T N E S S E T H:

          WHEREAS, the Employer heretofore established a Pension Plan and
Trust effective March 1, 1962, (hereinafter called the "Effective Date")
known as THE LORAIN NATIONAL BANK RETIREMENT PENSION 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 Plan, the Employer has the ability
to amend the Plan, provided the Trustee joins in such amendment if the
provisions of the Plan affecting the Trustee are amended; and

          WHEREAS, as of December 31, 2002, all benefit accruals under the
Plan were frozen (other than those required pursuant to Section 5.2); and

          WHEREAS, the Employer now desires to bring this frozen Plan into
compliance with the Employee Retirement Income Security Act of 1974 and the
Internal Revenue Code of 1986, as amended, and to maintain this frozen Plan
and Trust so that distribution of benefits may be made at such time and in
such manner as provided under the terms of the Plan;

          NOW, THEREFORE, effective December 31, 2002, except as otherwise
provided, the Employer and the Trustee in accordance with the provisions of
the Plan pertaining to amendments thereof, hereby amend the Plan in its
entirety and restate the Plan to provide as follows:

                                       ARTICLE I
                                      DEFINITIONS

     1.1  "Accrued Benefit" means the retirement benefit a Participant
would receive at Normal Retirement Date based on the retirement benefit
formula set forth in Section 5.1 of the Plan, multiplied by a fraction, not
greater than one (1), the numerator of which is the Participant's total
number of Years of Service and the denominator of which is the aggregate
number of Years of Service the Participant would have accumulated if the
Participant continued employment until Normal Retirement Age.

          When determining a Participant's Accrued Benefit, the retirement
benefit projected to be provided pursuant to the retirement benefit formula
<PAGE>
in Section 5.1 is the monthly benefit to which the Participant would be
entitled if the Participant continued to earn until Normal Retirement Age the
same rate of Average Monthly Compensation upon which the Participant's
retirement benefit formula is based. This rate of Average Monthly
Compensation is computed on the basis of


                                     1









































<PAGE>
Average Monthly Compensation taken into account under the Plan (but not to
exceed the ten years of service immediately preceding the determination).

          The Accrued Benefit of each Participant in the Fresh-Start Group,
shall be equal to the greater of (a) the Participant's Frozen Accrued
Benefit, if any, and (b) the Participant's Accrued Benefit determined with
respect to the Normal Retirement Benefit formula provided in Section 5.1(a).

          For Plan Years beginning before Code Section 411 is applicable
hereto, a Participant's Accrued Benefit shall be the greater of that provided
by the Plan, or 1/2 of the benefit which would have accrued had the
provisions of this Section been in effect. In the event the Accrued Benefit
as of the effective date of Code Section 411 is less than that provided by
this Section, such difference shall be accrued pursuant to this Section.

          Notwithstanding anything herein to the contrary, a Participant's
Accrued Benefit attributable to the retirement benefit formula at the close
of any Plan Year coinciding with or next following the Participant's
attainment of Normal Retirement Age shall be equal to the monthly retirement
benefit formula determined pursuant to Section 5.1(d) based upon service and
Average Monthly Compensation determined at the close of any such Plan Year.

          Notwithstanding the above, a Participant's Accrued Benefit derived
from Employer contributions shall not be less than the minimum Accrued
Benefit, if any, provided pursuant to Section 5.2.

          Furthermore, pursuant to the freezing of benefit accruals under the
Plan on December 31, 2002, no additional benefits shall accrue after such
date (other than those required pursuant to Section 5.2).

          Notwithstanding anything to the contrary, if this is a Plan that
would otherwise fail to meet the requirements of Code Sections 401(a)(26) or
410(b)(1) and the Regulations thereunder because a sufficient number or
percentage of Participants for a Plan Year have not accrued a benefit, then
the following rules shall apply:

             (a)  The group of Participants eligible to accrue a benefit for
          the Plan Year shall be expanded to include the minimum number of
          Participants who would not otherwise be eligible as are necessary
          to satisfy the applicable test specified above. The specific
          Participants who shall become eligible under the terms of this
          paragraph shall be those who are actively employed on the last day
          of the Plan Year and who have completed the greatest number of
          Hours of Service in the Plan Year.

             (b)  If after application of paragraph (a) above, the applicable
          test is still not satisfied, then the group of Participants
          eligible to accrue a benefit for the Plan Year shall be further
          expanded to include the minimum number of Participants who are not
<PAGE>
          actively employed on the last day of the Plan Year as are necessary
          to satisfy the applicable test. The specific Participants who shall
          become eligible to accrue a benefit shall be those Participants who
          have


                                           2










































<PAGE>
          completed the greatest number of Hours of Service in the Plan Year
          before terminating employment.

             (c)  In the event a Participant who is not a member of the group
          of Participants eligible to accrue a benefit becomes a member of
          such group, such Participant shall receive an accrual for such year
          which bears the same ratio to a full accrual as the number of Hours
          of Service the Participant actually completes bears to 1000. Such
          Participant's benefit for such partial year shall be based upon the
          Compensation the Participant would have earned if the Participant
          had completed 1000 Hours of Service.

             (d)  Nothing in this Section shall permit the reduction of a
          Participant's Accrued Benefit. Therefore any amounts that have
          previously been accrued by Participants may not be reduced. Any
          adjustment to Accrued Benefits pursuant to this paragraph shall be
          considered a retroactive amendment adopted by the last day of the
          Plan Year.

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

     1.3  "Actuarial Equivalent" means, effective January 1, 1996, a form
of benefit differing in time, period, or manner of payment from a specific
benefit provided under the Plan but having the same value when computed using
Pre-Retirement Table: Male 1971 Group Annuity Mortality Table projected to
1975 by Projection Scale D and set back 6 years; Post-Retirement Table: Male
1971 Group Annuity Mortality Table projected to 1975 by Projection Scale D
and set back 6 years. and Pre-Retirement Interest: 6%; Post-Retirement
Interest: 6%.

          Notwithstanding the foregoing, effective with the later of (1) the
adoption date of an amendment that changes the interest rate or the mortality
table assumptions, or (2) January 1, 1996, the mortality table and the
interest rate for the purposes of determining an Actuarial Equivalent amount
(other than nondecreasing life annuities payable for a period not less than
the life of a Participant or, in the case of a Pre-Retirement Survivor
Annuity, the life of the surviving spouse) shall be the "Applicable Mortality
Table" and the "Applicable Interest Rate" described below; provided that,
prior to such effective date, the Plan used the Pension Benefit Guaranty
Corporation interest rate (or an interest rate based on the Pension Benefit
Guaranty Corporation interest rate) in determining the present value of a
Participant's Accrued Benefit However, if prior to such effective date, the
Plan used an interest rate other than the Pension Benefit Guaranty
Corporation interest rate (or an interest rate or rates based on the Pension
Benefit Guaranty Corporation interest rate) in determining the present value
of a Participant's Accrued Benefit, the mortality table and the interest rate
for the purposes of determining an Actuarial Equivalent amount (other than
nondecreasing life annuities payable for a period not less than the life of a
<PAGE>
Participant or, in the case of a Pre-Retirement Survivor Annuity, the life of
the surviving spouse) shall be the mortality table and the interest rate
specified above or the "Applicable Mortality Table" and the "Applicable
Interest Rate" described below, whichever produces the greater benefit:

             (a)  The "Applicable Mortality Table" means the table prescribed
          by the Secretary of the Treasury. Such table shall be based on the
          prevailing commissioner's standard table (described in Code Section
          807(d)(5)(A)) used to


                                         3





































<PAGE>
          determine reserves for group annuity contracts issued on the date
          as of which present value is being determined (without regard to
          any other subparagraph of Code Section 807(d)(5)).

             (b)  The "Applicable Interest Rate" means the annual rate of
          interest on 30-year Treasury securities determined as of the first
          day of the Plan Year during which the Annuity Starting Date occurs.
          However, except as provided in Regulations, if a Plan amendment
          (excluding this amendment and restatement) changes the time for
          determining the "Applicable Interest Rate" (including an indirect
          change as a result of a change in the Plan Year), any distribution
          for which the Annuity Starting Date occurs in the one-year period
          commencing at the time the Plan amendment is effective (if the
          amendment is effective on or after the adoption date) must use the
          interest rate as provided under the terms of the Plan after the
          effective date of the amendment, determined at either the date for
          determining the interest rate before the amendment or the date for
          determining the interest rate after the amendment, whichever
          results in the larger distribution. If the Plan amendment is
          adopted retroactively (that is, the amendment is effective
          prior to the adoption date), the Plan must use the interest rate
          determination date resulting in the larger distribution for the
          period beginning with the effective date and ending one year after
          the adoption date.

                 Notwithstanding the above, if a benefit is distributed in a
          form other than a nondecreasing annuity payable for a period not
          less than the life of a Participant or, in the case of a Pre-
          Retirement Survivor Annuity, the life of the surviving spouse, the
          interest rate used in determining the Actuarial Equivalent of the
          portion of the excess/offset portion of the monthly retirement
          benefit pursuant to Section 5.1(a) shall not be less than the
          lesser of 7.5% or the "Applicable Interest Rate."

          In the case of a distribution (other than nondecreasing life
annuities payable for a period not less than the life of a Participant or, in
the case of a Pre-Retirement Survivor Annuity, the life of the surviving
spouse) that was made in a Plan Year beginning after December 31, 1994, and
before the later of (1) the adoption date of an amendment that changes the
interest rate or the mortality table assumptions, or (2) January 1, 1996, the
calculation shall be made by using the interest rate determined under the
regulations of the Pension Benefit Guaranty Corporation for determining the
present value of a lump sum distribution on plan termination that were in
effect on September 1, 1993, and using the provisions of the Plan as in
effect on the day before December 8, 1994; but only if such provisions of the
Plan met the requirements of Code Section 417(e)(3) and Regulation 1.417(e)-1
(d) as in effect on the day before December 8, 1994.

          In the event this Section is amended, the Actuarial Equivalent of a
<PAGE>
Participant's Accrued Benefit on or after the date of change shall be
determined (unless otherwise permitted by law or Regulation) as the greater
of(1) the Actuarial Equivalent of the Accrued Benefit as of the date of
change computed on the old basis, or (2) the Actuarial Equivalent of the
total Accrued Benefit computed on the new basis.


                                    4









































<PAGE>
     1.4  "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.

     1.5  "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 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 414(m)) which
includes the Employer; and any other entity required to be aggregated with
the Employer pursuant to Regulations under Code Section 414(o).

     1.6  "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, used to determine Top
Heavy Plan status under the provisions of a defined contribution plan
included in any Aggregation Group (as defined in Section 11.2).

     1.7  "Anniversary Date" means December 31st.

     1.8  "Annuity Starting Date" means, with respect to any Participant, the
first day of the first period for which an amount is paid as an annuity, or,
in the case of a benefit not payable in the form of an annuity, the first day
on which all events have occurred which entitles the Participant to such
benefit.

     1.9  "Average Monthly Compensation" means the monthly Compensation of a
Participant averaged over the 5 consecutive Plan Years from date of
employment, including periods prior to the Effective Date of the Plan, which
produce the highest monthly average. If a Participant has less than 5
consecutive Plan Years of service from date of employment to date of
termination, the Participant's Average Monthly Compensation will be based on
the Participant's monthly Compensation during the Participant's months of
service from date of employment to date of termination. Compensation
subsequent to termination of participation pursuant to Section 3.4 shall not
be recognized.

     1.10 "Beneficiary" means the person (or entity) designated as provided
in Section 5.5 to receive the benefits which are payable under the Plan upon
or after the death of a Participant.

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

     1.12 "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
<PAGE>
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)). Notwithstanding the foregoing, if compensation for any prior
determination period is taken into


                                       5







































<PAGE>
account in determining a Participant's benefits for the current Plan Year,
Compensation means compensation determined pursuant to the terms of the Plan
then in effect.

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

             (a)  excluding (even if includible in gross income)
          reimbursements or other expense allowances, fringe benefits (cash
          or noncash), moving expenses, deferred compensation, and welfare
          benefits.

             (b)  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, 132(f)(4), 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.

          Compensation in excess of $l50,000 (or such other amount provided
in the Code) shall be disregarded. Such amount shall be adjusted for
increases in the cost of living in accordance with Code Section
401(a)(17)(B), except that the dollar increase in effect on January 1 of any
calendar year shall be effective for the Plan Years beginning with or within
such calendar year. If Compensation for any prior determination period is
taken into account in determining a Participant's benefits for the current
Plan Year, the compensation for such prior determination period is subject to
the applicable annual compensation limit in effect for that prior period. For
this purpose, in determining benefits in Plan Years beginning on or after
January 1, 1989, the annual compensation limit in effect for determination
periods beginning before that date is $200,000 (or such other amount as
adjusted for increases in the cost of living in accordance with Code Section
415(d) for determination periods beginning on or after January 1, 1989 and
in accordance with Code Section 401(a)(17)(B) for determination periods
beginning on or after January 1, 1994). For determination periods beginning
prior to January 1, 1989, the $200,000 limit shall apply only to Top Heavy
Plan Years and shall not be adjusted. 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
401(a)(17) and Code Section 414(q)(6) (as in effect prior to the Small
Business Job Protection Act of 1996) are eliminated. In determining Average
Monthly Compensation, the elimination of the family member aggregation rules
are treated as having been in effect for earlier years.

     1.13 "Contract" or "Policy" means any life insurance policy, retirement
<PAGE>
income policy or annuity contract (group or individual) issued pursuant to
the terms of the Plan. In the event of any conflict between the terms of this
Plan and the terms of any contract purchased hereunder, the Plan provisions
shall control.

     1.14 "Covered Compensation" with respect to any Participant for a Plan
Year means the average (without indexing) of the Taxable Wage Bases in effect
for each calendar year during the 35-year period (regardless of the
Participant's year of birth) ending with the last day of


                                     6





































<PAGE>
the calendar year in which the Participant attains (or will attain) Social
Security Retirement Age. The determination of each Participant's Covered
Compensation shall be made with reference to Regulation 1.401(l)-1(c)(7). A
Participant's Covered Compensation shall be adjusted each Plan Year and no
increase in Covered Compensation shall decrease a Participant's Accrued
Benefit. In determining the Participant's Covered Compensation for a Plan
Year, the Taxable Wage Base for all calendar years beginning after the first
day of the Plan Year is assumed to be the same as the Taxable Wage Base in
effect as of the beginning of the Plan Year. A Participant's Covered
Compensation for a Plan Year before the 35-year period described above is the
Taxable Wage Base in effect as of the beginning of the Plan Year. A
Participant's Covered Compensation for a Plan Year after the 35-year period
described above is the Participant's Covered Compensation for the Plan Year
during which the 35-year period ends. Any change in a Participant's Covered
Compensation shall not cause any reduction in the Participant's Accrued
Benefit.

     1.15 "Earliest Retirement Age" means the earliest date on which, under
the Plan, the Participant could elect to receive retirement benefits.

     1.16 "Early Retirement Date" means the first day of the month (prior to
the Normal Retirement Date) coinciding with or following the date on which a
Participant or Former Participant attains age 55, and has completed at least
10 Years of Service with the Employer (Early Retirement Age). A Participant
shall become fully Vested upon satisfying this requirement if still employed
at Early Retirement Age.

          A Former Participant who separates from service after satisfying
the service requirement for Early Retirement and who thereafter reaches the
age requirement contained herein shall be entitled to receive benefits under
this Plan.

     1.17 "Eligible Employee" means any 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.

          Employees classified by the Employer as independent contractors who
are subsequently determined by the Internal Revenue Service to be Employees
shall not be Eligible Employees.

     1.18 "Employee" means any person who is employed by the Employer or
Affiliated Employer, and excludes any person who is employed as an
independent contractor. 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.
<PAGE>
     1.19 "Employer" means The Lorain National Bank 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 Ohio.

     1.20 "Fiduciary" means any person who (a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control


                                      7







































<PAGE>
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.

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

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

     1.23 "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 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, 132(f)(4) or 457.

     1.24 "Freeze Date" means the date immediately preceding January 1, 1996.

     1.25 "Fresh-Start Date" generally means the last day of the Plan Year
preceding a Plan Year for which any amendment of the Plan that directly or
indirectly affects the amount of a Participant's benefit determined under the
current benefit formula (such as an amendment to the definition of
Compensation used in the current benefit formula or a change in the Normal
Retirement Age of the Plan) is made effective.  If this Plan has had a fresh-
start for all Participants, and in a subsequent Plan Year is aggregated for
purposes of Code Section 401(a)(4) with another plan that did not make the
same fresh-start, then this Plan will have a fresh-start on the last day of
the Plan Year preceding the Plan Year during which the plans are first
aggregated.

     1.26 "Fresh-Start Group" means all Participants who have Accrued
Benefits as of the Fresh-Start Date and have at least one Hour of Service
with the Employer after that date.

     1.27 "Frozen Accrued Benefit" means a Participant's Accrued Benefit
under the Plan determined as of the latest Fresh-Start Date as if the
<PAGE>
Participant terminated employment with the Employer as of the latest Fresh-
Start Date, or the date the Participant actually terminated employment with
the Employer, if earlier, without regard to any amendment made to the Plan
after that date other than amendments recognized as effective as of or before
the date under Code Section 401(b) or Regulation 1.401(a)(4)-11(g). If the
Participant has not had a Fresh-Start Date, the Participant's Frozen Accrued
Benefit will be zero.


                                      8







































<PAGE>
          If, as of the Participant's latest Fresh-Start date, the amount of
a Participant's Frozen Accrued Benefit was limited by the application of Code
Section 415, then the Participant's Frozen Accrued Benefit will be increased
for years after the latest Fresh-Start Date to the extent permitted under
Code Section 415(d)(1). In addition, the Frozen Accrued Benefit of a
Participant whose Frozen Accrued Benefit includes the top-heavy minimum
benefits provided in Section 5.2, will be increased to the extent necessary
to comply with the average compensation requirement of Code Section
416(c)(1)(D)(i).

          If: (a) the Plan's normal form of benefit in effect on the
Participant's latest Fresh-Start Date is not the same as the normal form
under the Plan after such Fresh-Start Date and/or (b) the Normal Retirement
Age for any Participant on that date was greater than the Normal Retirement
Age for that Participant under the Plan after such Fresh-Start Date, the
Frozen Accrued Benefit will be expressed as an actuarially equivalent benefit
in the normal form under the Plan after the Participant's latest Fresh-Start
Date, commencing at the Participant's Normal Retirement Age under the Plan in
effect after such latest Fresh-Start Date.

     1.28 "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means any
Employee who:

             (a)  was a "five percent owner" as defined in Section 1.32(c) at
          any time during the "determination year" or "look-back year"; or

             (b)  for the "look-back year" had "415 Compensation" from the
          Employer in excess of $80,000. The $80,000 amount is adjusted at
          the same time and in the same manner as under Code Section 415(d),
          except that the base period is the calendar quarter ending
          September 30, 1996.

          The "determination year" means the Plan Year for which testing is
being performed, and the "look-back year" means the immediately preceding
twelve (12) month period.

          A highly compensated former Employee is based on the rules
applicable to determining Highly Compensated Employee status as in effect for
the "determination year," in accordance with Regulation 1.414(q)-1T,A-4 and
IRS Notice 97-45 (or any superseding guidance).

          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
<PAGE>
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."


                                       9







































<PAGE>
     1.29 "Highly Compensated Participant" means any Highly Compensated
Employee who is eligible to participate in the component of the Plan being
tested.

     1.30 "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 (2) 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 (2) above, 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.

          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.

     1.31 "Investment Manager" means an entity that (a) has the power to
<PAGE>
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.

     1.32 "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 the


                                         10






































<PAGE>
Employee's or former Employee's Beneficiaries) is considered a Key Employee
if the Employee, 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.

             (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
<PAGE>
includible in the gross income of the Participant under Code Sections 125,
132(f)(4), 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.

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


                                    11






































<PAGE>
     1.34 "Leased Employee" means any person (other than an Employee of the
recipient Employer) who pursuant to an agreement between the recipient
Employer and any other person or entity ("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
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. Furthermore,
Compensation for a Leased Employee shall only include Compensation from the
leasing organization that is attributable to services performed for the
recipient Employer. A Leased Employee shall not be considered an Employee of
the recipient Employer:

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

             (1)  a nonintegrated employer contribution rate of at least 10%
             of compensation, as defined in Code Section 415(c)(3);

             (2)  immediate participation;

             (3)  full and immediate vesting; and

             (b)  if Leased Employees do not constitute more than 20% of the
          recipient Employer's nonhighly compensated work force.

     1.35 "Non-Highly Compensated Participant" means any Participant who is
not a Highly Compensated Employee.

     1.36 "Non-Key Employee" means any Employee or former Employee (and such
Employee's or former Employee's Beneficiaries) who is not, and has never been
a Key Employee.

     1.37 "Normal Retirement Age" means the Participant's 65th birthday. A
Participant shall become fully Vested in the Participant's Normal Retirement
Benefit upon attaining Normal Retirement Age.

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

     1.39 "Old Law Benefit" means the Participant's Accrued Benefit under the
terms of the Plan as of the Freeze Date, for the Annuity Starting Date and
optional form and taking into account the limitations of Code Section 415, as
in effect on December 7, 1994, including the participation requirements under
Code Section 415(b)(5). In determining the amount of a Participant's Old Law
Benefit, the following shall be disregarded:

<PAGE>
             (a)  any Plan amendment increasing benefits adopted after the
          Freeze Date; and


                                      12












































<PAGE>
             (b)  any cost of living adjustments that become effective after
          such date.

          A Participant's Old Law Benefit is not increased after the Freeze
Date, but if the limitations of Code Section 415, as in effect on December
7,1994, are less than the limitations that were applied to determine the
Participant's Old Law Benefit on the Freeze Date, then the Participant's Old
Law Benefit shall be reduced in accordance with such reduced limitation. If,
at any date after the Freeze Date, the Participant's total Plan benefit,
before the application of Code Section 415, is less than the Participant's
Old Law Benefit, the Old Law Benefit shall be reduced to the Participant's
total Plan Benefit.

     1.40 "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 the
number of Hours of Service needed to prevent the Employee from incurring a 1-
Year Break in Service.

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

     1.42 "Participant's Cumulative Permitted Disparity Years" consist of the
<PAGE>
sum of: (a) the total years of credited service a Participant is projected to
have earned under this Plan by the end of the Plan Year containing the
Participant's Normal Retirement Age, and subsequent years of credited
service, if any, (the total not to exceed thirty-five (35)), and (b) the
number of years credited to the Participant for purposes of the benefit
formula or the accrual method under the plan under one or more other
qualified plans or simplified employee pensions (whether or not terminated)
ever maintained by the Employer (other than years counted in (a) above, and
not including any years credited to the Participant under such other
qualified plans or simplified


                                     13




































<PAGE>
employee pensions after the Participant has earned thirty-five (35) years of
credited service under this Plan). For purposes of determining the
Participant's cumulative disparity limit, all years ending in the same
calendar year are treated as the same year.

          If the cumulative disparity adjustment is applicable, the
Participant's benefit will be increased as follows:

             (a)  Subtract the Participant's base benefit percentage from the
          Participant's excess benefit percentage (after modification in
          accordance with Section 5.1(a).

             (b)  Divide the result in (a) by the Participant's years of
          credited service under the Plan projected to the later of Normal
          Retirement Age or current age, not to exceed thirty-five (35) years
          of credited service.

             (c)  Multiply the result in (b) by the number of years by which
          the Participant's Cumulative Permitted Disparity Years exceed
          thirty-five (35).

             (d)  Add the result in (c) to the Participant's base benefit
          percentage determined prior to this cumulative disparity
          adjustment.

     1.43 "Plan" means this instrument, including all amendments thereto.

     1.44 "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.

     1.45 "Pre-Retirement Survivor Annuity" means an immediate annuity for
the life of the surviving spouse of a Participant who dies prior to the
Participant's Annuity Starting Date.

     1.46 "Present Value of Accrued Benefit" means the Actuarial Equivalent
lump-sum amount of a Participant's Accrued Benefit at date of valuation.
Notwithstanding the foregoing, the Present Value of Accrued Benefit for the
determination of Top Heavy Plan status shall be made exclusively pursuant to
the provisions of Section 11.2.

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

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

     1.49 "Retirement Date" means the date as of which a Participant retires
<PAGE>
for reasons other than Total and Permanent Disability, whether such
retirement occurs on a Participant's Normal Retirement Date, Early or Late
Retirement Date (see Section 5.1).

     1.50 "Social Security Retirement Age" means the age used as the
retirement age under Section 216(1) of the Social Security Act, except that
such section shall be applied without regard to the age increase factor and
as if the early retirement age under Section 216(l)(2) of such Act were 62.


                                    14






































<PAGE>
     1.51 "Taxable Wage Base" means, with respect to any calendar year, the
contribution and benefit base in effect under Section 230 of the Social
Security Act at the beginning of the calendar year.

     1.52 "Terminated Participant" means a person who has been a Participant,
but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.

     1.53 "Top Heavy Plan" means a plan described in Section 11.2(a).

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

     1.55 "Total and Permanent Disability" means a physical or mental
condition of a Participant resulting from bodily injury, disease, or mental
disorder which renders such Participant incapable of continuing any gainful
occupation and which condition constitutes total disability under the federal
Social Security Acts.

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

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

     1.58 "Vested" means the portion of a Participant's benefits under the
Plan that are nonforfeitable.

     1.59 "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 purposes of eligibility for participation, the initial
computation period shall begin with the date on which the Employee first
performs an Hour of Service. The participation computation period beginning
after a 1-Year Break in Service shall be measured from the date on which an
Employee again performs an Hour of Service. The participation computation
period shall shift to the Plan Year which includes the anniversary of the
date on which the Employee first performed an Hour of Service. An Employee
who is credited with the required Hours of Service in both the initial
computation period (or the computation period beginning after a 1-Year Break
in Service) and the Plan Year which includes the anniversary of the date on
which the Employee first performed an Hour of Service, shall be credited with
two (2) Years of Service for purposes of eligibility to participate.

          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
<PAGE>
forth herein.


                                        15













































<PAGE>
          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 or for purposes of Section 5.1(a) 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.

                                    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 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 the 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.

             (c)  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
<PAGE>
          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 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     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 the Administrator's duties under the Plan.

          The Administrator shall be charged with the duties of the general
administration of the Plan as set forth under the terms 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;

             (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
          discretionary 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
<PAGE>
          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. All Policies shall be issued on a
          uniform basis as of each Anniversary Date with respect to all
          Participants under similar circumstances;


                                     17






































<PAGE>
             (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 for notifying
          Participants and Beneficiaries of their rights to elect joint and
          survivor annuities and Pre-Retirement Survivor Annuities as
          required by the Act and regulations thereunder;

             (j)  to determine the validity of, and take appropriate action
          with respect to, any qualified domestic relations order received by
          it; and

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

2.4     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.

2.5     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.

2.6     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
<PAGE>
accountants, counsel, Investment Managers, and other specialists and their
agents, the costs of any bonds required pursuant to Act Section 412, and
other costs of administering the Plan. Until paid, the expenses shall
constitute a liability of the Trust Fund.


                                     18










































<PAGE>
2.7     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 ninety (90) days after the application is
filed, or such period as is required by applicable law or Department of Labor
regulation. 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.

2.8     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
2.7 shall be entitled to request the Administrator to give further
consideration to a claim by filing with the Administrator a written request
for a hearing. Such request, together with a written statement of the reasons
why the claimant believes the claim should be allowed, shall be filed with
the Administrator no later than sixty (60) days after receipt of the written
notification provided for in Section 2.7. The Administrator shall then
conduct a hearing within the next sixty (60) days, at which the claimant may
be represented by an attorney or any other representative of such claimant's
choosing and expense and at which the claimant shall have an opportunity to
submit written and oral evidence and arguments in support of the claim. At
the hearing (or prior thereto upon five (5) business days written notice to
the Administrator) the claimant or the claimant's 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 sixty (60) days of receipt of the appeal (unless there
has been an extension of sixty (60) days due to special circumstances,
provided the delay and the special circumstances occasioning it are
communicated to the claimant within the sixty (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.





<PAGE>
                                  ARTICLE III
                                  ELIGIBILITY

3.1     CONDITIONS OF ELIGIBILITY

          Any Eligible Employee who has completed one (1) Year of Service and
has attained age 21 shall be eligible to participate hereunder as of the date
such Employee has satisfied such requirements. However, no Employee shall
become a Participant hereunder after December 31, 2002 and 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.


                                       19



































<PAGE>
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 or, if
later, the date that the Employee would have otherwise entered the Plan had
the Employee not terminated employment).

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 pursuant to Section 2.8.

3.4     TERMINATION OF ELIGIBILITY

          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 the Plan for each Year of Service completed while a
noneligible Employee, until such time as the Former Participant's Accrued
Benefit shall be forfeited or distributed pursuant to the terms of the Plan.

3.5     REHIRED EMPLOYEES AND BREAKS IN SERVICE

             (a)  If any Participant becomes a Former Participant due to
          severance from employment with the Employer and is reemployed by
          the Employer before a 1-Year Break in Service occurs, the Former
          Participant shall become a Participant as of the reemployment date.

             (b)  If any Participant becomes a Former Participant due to
          severance from employment with the Employer and is reemployed after
          a 1-Year Break in Service has occurred, Years of Service shall
          include Years of Service prior to the 1-Year Break in Service
          subject to the following rules:

             (1)  In the case of a Former Participant who under the Plan does
             not have a nonforfeitable right to any interest in the Plan
             resulting from Employer contributions, Years of Service before a
             period of 1-Year Break in Service will not be taken into account
             if the number of consecutive 1-Year Breaks in Service equal or
             exceed the greater of (A) five (5) or (B) the aggregate number
             of pre-break Years of Service. Such aggregate number of Years of
             Service will not include any Years of Service disregarded under
             the preceding sentence by reason of prior 1-Year Breaks in
<PAGE>
             Service.


                                           20













































<PAGE>
             (2)  A Former Participant who has not had Years of Service
             before a 1-Year Break in Service disregarded pursuant to (1)
             above, shall participate in the Plan as of the date of
             reemployment.

             (c)  If any Participant becomes a Former Participant due to
          severance of employment with the Employer and again becomes a
          Participant, such renewed participation shall not result in
          duplication of benefits. Accordingly, if such Participant has
          received a distribution of a Vested Accrued Benefit under the Plan
          by reason of prior participation (and such distribution has not
          been repaid to the Plan with interest within a period of 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), the Participant's
          Accrued Benefit shall be reduced by the Actuarial Equivalent (at
          the date of distribution) of the Present Value of the Accrued
          Benefit as of the date of distribution. Any repayment by a
          Participant shall be equal to the total of:

             (1)  the amount of the distribution,

             (2)  interest on such distribution compounded annually at the
             rate of five percent (5%) per annum from the date of
             distribution to the date of repayment or to the last day of the
             first Plan Year ending on or after December 31, 1987, if
             earlier, and

             (3)  interest on the sum of(1) and (2) above compounded annually
             at the rate of one-hundred-twenty percent (120%) of the federal
             mid-term rate (as in effect under Code Section 1274 for the
             first month of a Plan Year) from the beginning of the first Plan
             Year beginning after December 31, 1987 or the date of
             distribution, whichever is later, to the date of repayment.

3.6     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 irrevocable and communicated to the Employer, in writing, within a
reasonable period of time before the beginning of the first Plan Year.

                                ARTICLE IV
                        CONTRBUTION AND VALUATION

4.1     PAYMENT OF CONTRIBUTIONS

          No contribution shall be required under the Plan from any
<PAGE>
Participant. The Employer shall pay to the Trustee from time to time such
amounts in cash as the Administrator and Employer shall determine to be
necessary to provide the benefits under the Plan determined by the
application of accepted actuarial methods and assumptions. The method of
funding shall be consistent with Plan objectives.


                                     21









































<PAGE>
4.2     ACTUARIAL METHODS

          In establishing the liabilities under the Plan and contributions
thereto, the enrolled actuary will use such methods and assumptions as will
reasonably reflect the cost of the benefits. The Plan assets are to be valued
on the last day of the Plan Year (or on any other date determined by the
Administrator) using any reasonable method of valuation that takes into
account fair market value pursuant to Regulations. There must be an actuarial
valuation of the Plan at least once every year.

4.3     QUALIFIED MILITARY SERVICE

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

                                    ARTICLE V
                                    BENEFITS

5.1     RETIREMENT BENEFITS

             (a)  The amount of monthly retirement benefit to be provided for
          each Participant who retires on the Participant's Normal Retirement
          Date shall be equal to the Participant's Accrued Benefit (herein
          called the Participant's Normal Retirement Benefit). A
          Participant's Accrued Benefit is based on the greater of the
          Participant's Frozen Accrued Benefit and a retirement benefit
          formula equal to the sum of (1) 37.5% of such Participant's Average
          Monthly Compensation, plus (2) 16.25% of such Average Monthly
          Compensation in excess of one-twelfth of Covered Compensation,
          computed to the nearest cent. For Participants who are projected to
          have earned less than 25 Years of Service as of the end of the Plan
          Year in which they attain Normal Retirement Age, the percentage in
          (1) above and the excess percentage in (2) above shall be reduced
          by 1/25th for each such Year of Service less than 25.

                  No other qualified plan or simplified employee pension, as
          defined in Code Section 408(k), maintained by the Employer shall
          (1) impute disparity pursuant to Regulation 1.401(a)(4)-7 for any
          Participant and (2) provide for permitted disparity pursuant to
          Code Section 401(1). Additionally, if the Participant has earned a
          Year of Service in one or more other qualified plans or simplified
          employee pensions maintained by the Employer, and the number of the
          Participant's Cumulative Permitted Disparity Years exceeds 35, the
          Participant's benefit will be further adjusted as provided in
          Section 1.42.

                  The "Normal Retirement Benefit" of each Participant shall
          not be less than the largest periodic benefit that would have been
<PAGE>
          payable to the Participant upon separation from service at or prior
          to Normal Retirement Age under the Plan exclusive of social
          security supplements, premiums on disability or term insurance, and
          the value of disability benefits not in excess of the "Normal
          Retirement Benefit." For purposes of comparing periodic benefits in
          the same form, commencing prior to


                                          22








































<PAGE>
          and at Normal Retirement Age, the greater benefit is determined by
          converting the benefit payable prior to Normal Retirement Age into
          the same form of annuity benefit payable at Normal Retirement Age
          and comparing the amount of such annuity payments. In the case of a
          Top Heavy Plan, the "Normal Retirement Benefit" shall not be
          smaller than the minimum benefit to which the Employee is entitled
          under Section 5.2.

             (b)  A Participant may elect to retire on an Early Retirement
          Date. In the event that a Participant makes such an election, such
          Participant shall be entitled to receive an Early Retirement
          Benefit equal to the Participant's Accrued Benefit payable at the
          Participant's Normal Retirement Date. However, if a Participant so
          elects, such Participant may receive payment of an Early Retirement
          Benefit commencing on the first day of the month coinciding with or
          next following the Participant's Early Retirement Date, which Early
          Retirement Benefit shall equal the greater of(1) the Participant's
          Accrued Benefit reduced by 1/15th for each of the first five (5)
          years and 1/30th for each of the next five (5) years and reduced
          actuarially for each additional year thereafter that the first day
          of the month on which the Participant's Early Retirement Benefit
          commences precedes the Participant's Normal Retirement Date, or (2)
          the Actuarial Equivalent of the Participant's Accrued Benefit if
          such benefit is distributed in a form other than a nondecreasing
          life annuity payable for a period not less than the life of such
          Participant.

             (c)  The Normal Retirement Benefit payable to a Participant
          pursuant to this Section 5.1 shall be a monthly pension commencing
          on the Participant's Retirement Date and continuing for life. If a
          Retired Participant dies prior to the completion of 120 monthly
          payments, such monthly payments shall be continued to the Retired
          Participant's Beneficiary until the monthly payments made to the
          Retired Participant and to the Beneficiary shall total 120.
          However, the form of distribution of such benefit shall be
          determined pursuant to the provisions of Section 5.7.

             (d)  At the request of a Participant, the Participant may be
          continued in employment beyond Normal Retirement Date. In such
          event, no retirement benefit will be paid to the Participant until
          the Participant actually retires. At the close of each Plan Year
          prior to the Participant's actual Retirement Date, a Participant
          shall be entitled to a retirement benefit equal to the greater
          of(1) the Actuarial Equivalent of the monthly retirement benefit
          such Participant was entitled to at the close of the prior Plan
          Year, or (2) the Participant's Accrued Benefit determined at the
          close of the Plan Year. The monthly retirement benefit calculated
          pursuant to this Section 5.1(d) shall be offset by the actuarial
          value (determined pursuant to Section 1.3) of the total benefit
<PAGE>
          distributions (pursuant to Section 5.7(e)) made by the close of the
          Plan Year.

                  Except with respect to a "five (5) percent owner," a
          Participant's Accrued Benefit is actuarially increased to take into
          account the period after age 70 1/2 in which the Participant does
          not receive any benefits under the Plan. The actuarial increase
          begins on the April 1 following the calendar year in which the
          Participant attains age 70 1/2 (January 1, 1997 in the case of a
          Participant who attained age 70 1/2 prior to 1996), and ends on the
          date on which benefits


                                   23



































<PAGE>
          commence after retirement in an amount sufficient to satisfy Code
          Section 401(a)(9).

                  The amount of actuarial increase payable as of the end of
          the period for actuarial increases must be no less than the
          Actuarial Equivalent of the Participant's retirement benefits that
          would have been payable as of the date the actuarial increase must
          commence plus the Actuarial Equivalent of additional benefits
          accrued after that date, reduced by the Actuarial Equivalent of any
          distributions made after that date. The actuarial increase is
          generally the same as, and not in addition to, the actuarial
          increase required for that same period under Code Section 411 to
          reflect the delay in payments after normal retirement, except that
          the actuarial increase required under Code Section 401(a)(9)(C)
          must be provided even during the period during which a Participant
          is in Act Section 203(a)(3)(B) service.

5.2     MINIMUM BENEFIT REQUIREMENT FOR TOP HEAVY PLAN

             (a)  The minimum Accrued Benefit derived from Employer
          contributions to be provided under this Section for each Employee
          who is a Participant during a Top Heavy Plan Year shall equal the
          product of(1) one-twelfth (1/12th) of"415 Compensation" averaged
          over the five (5) consecutive "limitation years" (or actual number
          of "limitation years," if less) which produce the highest average,
          and (2) the lesser of (i) two percent (2%) multiplied by Plan Years
          of Service, or (ii) twenty percent (20%), expressed as a single
          life annuity.

             (b)  For purposes of providing the minimum benefit under Code
          Section 416, an Employee who is not a Participant solely because
          (1) such Employee's Compensation is below a stated amount or (2)
          such Employee declined to make mandatory contributions (if
          required) to the Plan will be considered to be a Participant.
          Furthermore, such minimum benefit shall be provided regardless of
          whether such Employee is employed on a specified date.

             (c)  For purposes of this Section, Plan Years of Service for any
          Plan Year beginning before January 1, 1984, or for any Plan Year
          during which the Plan was not a Top Heavy Plan shall be
          disregarded.

             (d)  For purposes of this Section, "415 Compensation" for any
          "limitation year" ending in a Plan Year which began prior to
          January 1, 1984, subsequent to the last "limitation year" during
          which the Plan is a Top Heavy Plan, or in which the Participant
          failed to complete a Plan Year of Service, shall be disregarded.

             (e)  For the purposes of this Section, "415 Compensation" in
<PAGE>
          excess of $150,000 (or such other amount provided in the Code)
          shall be disregarded. Such amount shall be adjusted for increases
          in the cost of living in accordance with Code Section
          401(a)(17)(B), 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. If "415 Compensation"
          for any prior determination period is taken into account in
          determining a Participant's minimum benefit for the current


                                  24






































<PAGE>
          Plan Year, the "415 Compensation" for such determination period is
          subject to the applicable annual "415 Compensation" limit in effect
          for that prior period. For this purpose, in determining the minimum
          benefit in Plan Years beginning on or after January 1, 1989, the
          annual "415 Compensation" limit in effect for determination periods
          beginning before that date is $200,000 (or such other amount as
          adjusted for increases in the cost of living in accordance with
          Code Section 415(d) for determination periods beginning on or
          after January 1, 1989, and in accordance with Code Section
          401(a)(17)(B) for determination periods beginning on or after
          January 1, 1994). For determination periods beginning prior to
          January 1, 1989, the $200,000 limit shall apply only for Top Heavy
          Plan Years and shall not be adjusted. 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).

             (f) If Section 5.1(c) provides for the Normal Retirement Benefit
          to be paid in a form other than a single life annuity, the Accrued
          Benefit under this Section shall be the Actuarial Equivalent of the
          minimum Accrued Benefit under (a) above pursuant to Section 1.3.

             (g)  If payment of the minimum Accrued Benefit commences at a
          date other than Normal Retirement Date, the minimum Accrued Benefit
          shall be the Actuarial Equivalent of the minimum Accrued Benefit
          commencing at Normal Retirement Date pursuant to Section 1.3.

             (h)  If an Employee participates in this Plan and a defined
          contribution plan included in a Required Aggregation Group which is
          top heavy, the minimum benefits shall be provided under this Plan.

             (i)  Notwithstanding the foregoing, for Plan Years beginning
          prior to January 1, 2000, if an Employee participates in this Plan
          and a defined contribution plan included in a Required Aggregation
          Group which is top heavy, the minimum benefits shall be provided
          under this Plan.

             (j)  To the extent required to be nonforfeitable under Section
          5.6, the minimum Accrued Benefit under this Section may not be
          forfeited under Code Section 411(a)(3)(B) or Code Section
          411(a)(3)(D).

5.3     PAYMENT OF RETIREMENT BENEFITS

          When a Participant retires, the Administrator shall immediately
take pursuant to the Plan all necessary steps and execute all required
documents to cause the payment of the Participant's Accrued Benefit pursuant
to the Plan.
<PAGE>
5.4     DISABILITY RETIREMENT BENEFITS

             (a)  If a Participant becomes Totally and Permanently Disabled
          pursuant to Section 1.55 prior to retirement or separation from
          service, and such condition


                                     25









































<PAGE>
          continues for a period of six (6) consecutive months and by reason
          thereof such Participant's status as an Employee ceases, then said
          disabled Participant shall be entitled to receive the Actuarial
          Equivalent of the Participant's Accrued Benefit. In the event of a
          Participant's Total and Permanent Disability, the Administrator
          shall direct the Trustee to commence payment of the benefits
          payable hereunder pursuant to the provisions of Sections 5.7 and
          5.9 as though the Participant had retired.

             (b)  The benefit payable pursuant to (a) above shall be computed
          as of the Anniversary Date subsequent to termination of employment.

             (c)  In the event of the Terminated Participant's Total and
          Permanent Disability subsequent to termination of employment, the
          Terminated Participant (or the Terminated Participant's
          Beneficiary) shall receive the Actuarial Equivalent of such
          Terminated Participant's Vested Accrued Benefit pursuant to the
          provisions of Sections 5.7 and 5.9 as though the Terminated
          Participant had retired.

5.5     DEATH BENEFITS

             (a)  If a Participant dies prior to the Participant's Retirement
          Date, such Participant's Beneficiary shall receive a death benefit
          equal to the Actuarial Equivalent of the Accrued Benefit determined
          as of the Anniversary Date subsequent to or coinciding with the
          date of death.

             (b)  Death benefits payable by reason of the death of a
          Participant or a Retired Participant shall be paid to such
          Participant's Beneficiary in accordance with the following
          provisions:

             (1)  Upon the death of a Participant subsequent to the
             Participant's Retirement Date, but prior to the Annuity Starting
             Date, the Participant's Beneficiary shall be entitled to a death
             benefit in an amount equal to the Actuarial Equivalent of the
             benefit the Participant would have received at the Participant's
             Retirement Date.

             (2)  Upon the death of a Participant subsequent to the Annuity
             Starting Date, the Participant's Beneficiary shall be entitled
             to whatever death benefit may be available under the settlement
             arrangements pursuant to which the Participant's benefit is made
             payable.

             (3)  In the event of a Terminated Participant's death subsequent
             to the Participant's termination of employment, the
             Participant's Beneficiary shall receive the Present Value of
<PAGE>
             such Participant's Vested Accrued Benefit as of the Anniversary
             Date coinciding with or next following the date of the
             Participant's death.

             (c)  The Administrator may require such proper proof of death
          and such evidence of the right of any person to receive the death
          benefit payable as a result of the death of a Participant as the
          Administrator may deem desirable. The


                                         26






































<PAGE>
          Administrator's determination of death and the right of any person
          to receive payment shall be conclusive.

             (d)  Unless otherwise elected in the manner prescribed in
          Section 5.8, the Beneficiary of the death benefit shall be the
          Participant's surviving spouse, who shall receive such benefit in
          the form of a Pre-Retirement Survivor Annuity pursuant to Section
          5.8. Except, however, the Participant may designate a Beneficiary
          other than the spouse if:

             (1)  the Participant and the Participant's spouse have validly
             waived the Pre-Retirement Survivor Annuity in the manner
             prescribed in Section 5.8, and 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 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 a designation of a Beneficiary or change a
          Beneficiary by filing written (or in such other form as permitted
          by the Internal Revenue Service) notice of such revocation or
          change with the Administrator. However, the Participant's spouse
          must again consent in writing (or in such other form as permitted
          by the Internal Revenue Service) 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, or if the Beneficiary
          is not alive, at the time of the Participant's death, the death
          benefit shall be payable to the Participant's estate. Additionally,
          if the Beneficiary does not predecease the Participant, but dies
          prior to the distribution of the death benefit, the death benefit
          will be paid to the Beneficiary's estate.

             (e)  The benefit payable under this Section shall be paid
          pursuant to the provisions of Sections 5.8 and 5.9.

             (f)  In no event shall the death benefit payable to a surviving
          spouse be less than the Actuarial Equivalent of the "minimum
          spouse's death benefit."

<PAGE>
             (g)  For the purposes of this Section, the "minimum spouse's
          death benefit" means a death benefit for a Vested married
          Participant payable in the form of a Pre-Retirement Survivor
          Annuity. Such annuity payments shall be equal to the amount which
          would be payable as a survivor annuity under the joint and survivor
          annuity provisions of the Plan if:


                                      27








































<PAGE>
             (1)  in the case of a Participant who dies after the Earliest
             Retirement Age, such Participant had retired with an immediate
             joint and survivor annuity on the day before the Participant's
             date of death, or

             (2)  in the case of a Participant who dies on or before the
             Earliest Retirement Age, such Participant had:

                  (i)   separated from service on the earlier of the actual
                  time of separation or the date of death,

                  (ii)  survived to the Earliest Retirement Age,

                  (iii) retired with an immediate joint and survivor annuity
                  at the Earliest Retirement Age based on the Participant's
                  Vested Accrued Benefit on date of death, and

                  (iv)  died on the day after the day on which said
                  Participant would have attained the Earliest Retirement
                  Age.

5.6     TERMINATION OF EMPLOYMENT BEFORE RETIREMENT

             (a)  Payment to a Former Participant of the Vested portion of
          such Former Participant's Accrued Benefit, unless such Former
          Participant otherwise elects, 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 service with the Employer.

                  However, the Administrator shall, at the election of the
          Participant, direct earlier payment of the Vested portion of the
          Participant's Accrued Benefit. Any distribution under this
          paragraph shall be made in a manner which is consistent with and
          satisfies the provisions of Section 5.7, including, but not limited
          to, notice and consent requirements of Code Sections 417 and
          411(a)(11) and the Regulations thereunder.

                  However, the Administrator shall direct the earlier payment
          of the entire Vested portion of the Present Value of Accrued
          Benefit, but only if it does not exceed $5,000 ($3,500 for Plan
          Years beginning prior to August 6, 1997).

                  That portion of a Terminated Participant's Accrued Benefit
          that is forfeited shall be used only to reduce future costs of the
          Plan at such time as it becomes a forfeiture.
<PAGE>
                  That portion of a Terminated Participant's Accrued Benefit
          that is not Vested shall become a forfeiture on the last day of the
          Plan Year in which the Participant incurs five (5) consecutive 1-
          Year Breaks in Service.


                                            28










































<PAGE>
             (b)  The Vested portion of any Participant's Accrued Benefit
          shall be a percentage of the Participant's Accrued Benefit
          determined on the basis of the Participant's number of Years of
          Service according to the following schedule:

                                 Vesting Schedule
             Years of Service                           Percentage
               Less than 5                                  0 %
                    5                                      100%

             (c)  Notwithstanding the vesting provided for in paragraph (b)
          above, for any Top Heavy Plan Year, the Vested portion of the
          Accrued Benefit of any Participant who has an Hour of Service after
          the Plan becomes top heavy shall be a percentage of the
          Participant's Accrued Benefit determined on the basis of the
          Participant's number of Years of Service according to the following
          schedule:

                                 Vesting Schedule
             Years of Service                           Percentage
               Less than 3                                  0 %
                    3                                      100%

                  If in any subsequent Plan Year, the Plan ceases to be a Top
          Heavy Plan, the Administrator shall revert to the vesting schedule
          in effect before this Plan became a Top Heavy Plan. Any such
          reversion shall be treated as a Plan amendment pursuant to the
          terms of the Plan.

             (d)  Notwithstanding the vesting schedule above, the Vested
          percentage of a Participant's Accrued Benefit 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.

             (e)  The computation of a Participant's nonforfeitable
          percentage of such Participant's interest in the Plan shall not be
          reduced as the result of any direct or indirect amendment to this
          Plan. In the event that the Plan is amended to change or modify any
          vesting schedule, or if the Plan is amended in any way that
          directly or indirectly affects the computation of the Participant's
          nonforfeitable percentage, or if the Plan is deemed amended by an
          automatic change to a top heavy vesting schedule, then each
          Participant with at least three (3) Years of Service as of the
          expiration date of the election period may elect to have such
          Participant's nonforfeitable percentage computed under the Plan
          without regard to such amendment or change. 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 sixty
<PAGE>
          (60) days after the latest of:

             (1)  the adoption date of the amendment,


                                            29











































<PAGE>
             (2)  the effective date of the amendment, or

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

5.7     DISTRIBUTION OF BENEFITS

             (a)(1) Unless otherwise elected as provided below, a Participant
          who is married on the Annuity Starting Date and who does not die
          before the Annuity Starting Date shall receive the value of all of
          such Participant's benefits in the form of a joint and survivor
          annuity. The joint and survivor annuity is an annuity that
          commences immediately and shall be the Actuarial Equivalent of a
          single life annuity. Such joint and survivor benefits following the
          Participant's death shall continue to the spouse during the
          spouse's lifetime at a rate equal to fifty percent (50%) of the
          rate at which such benefits were payable to the Participant. This
          joint and fifty percent (50%) survivor annuity shall be considered
          the designated qualified joint and survivor annuity and automatic
          form of payment for the purposes of this Plan. However, the
          Participant may, without spousal consent, elect to receive a
          smaller annuity benefit with continuation of payments to the spouse
          at a rate of seventy-five percent (75%) or one hundred percent
          (100%) of the rate payable to a Participant during the
          Participant's lifetime, which alternative joint and survivor
          annuity shall be the Actuarial Equivalent of the automatic joint
          and fifty percent (50%) survivor annuity. An unmarried Participant
          shall receive the value of such Participant's benefit in the form
          of a life annuity. Such unmarried Participant, however, may elect
          in writing to waive the life annuity. The election must comply with
          the provisions of this Section as if it were an election to waive
          the joint and survivor annuity by a married Participant, but
          without the spousal consent requirement. The joint and survivor
          annuity and the life annuity form of distribution shall be the
          Actuarial Equivalent of the benefits due the Participant.

             (2)  Any election to waive the joint and survivor annuity must
             be made by the Participant in writing (or in such other form as
             permitted by the Internal Revenue Service) during the election
             period and be consented to in writing (or in such other form as
             permitted by the Internal Revenue Service) by the Participant's
             spouse. If the spouse is legally incompetent to give consent,
             the spouse's legal guardian, even if such guardian is the
             Participant, may give consent. Such election shall designate a
             Beneficiary (or a form of benefits) that may not be changed
             without spousal consent (unless the consent of the spouse
             expressly permits designations by the Participant without the
             requirement of further consent by the spouse). Such spouse's
             consent shall be irrevocable and must acknowledge the effect of
<PAGE>
             such election and be witnessed by a Plan representative or a
             notary public. Such consent shall not be required if it is
             established to the satisfaction of the Administrator that the
             required consent cannot be obtained because there is no spouse,
             the spouse cannot be located, or other circumstances that may be
             prescribed by Regulations. The election made by the Participant
             and consented to by such Participant's spouse may be revoked by
             the Participant in writing (or in such other form as permitted
             by the Internal Revenue


                                           30





































<PAGE>
             Service) without the consent of the spouse at any time during
             the election period. A revocation of a prior election shall
             cause the Participant's benefits to be distributed as a joint
             and survivor annuity. The number of revocations shall not be
             limited. Any new election must comply with the requirements of
             this paragraph. A former spouse's waiver shall not be binding on
             a new spouse.

             (3)  The election period to waive the joint and survivor annuity
             shall be the ninety (90) day period ending on the Annuity
             Starting Date.

             (4)  For purposes of this Section, spouse or surviving spouse
             means the spouse or surviving spouse of the Participant,
             provided that a former spouse will be treated as the spouse or
             surviving spouse and a current spouse will not be treated as the
             spouse or surviving spouse to the extent provided under a
             qualified domestic relations order as described in Code Section
             414(p).

             (5)  With regard to the election, the Administrator shall
             provide to the Participant no less than thirty (30) days and no
             more than ninety (90) days before the Annuity Starting Date a
             written (or in such other form as permitted by the Internal
             Revenue Service) explanation of:

                  (i)   the terms and conditions of the joint and survivor
                  annuity,

                  (ii)  the Participant's right to make, and the effect of,
                  an election to waive the joint and survivor annuity,

                  (iii) the right of the Participant's spouse to consent to
                  any election to waive the joint and survivor annuity, and

                  (iv)  the right of the Participant to revoke such election,
                  and the effect of such revocation.

             (6)  Notwithstanding the above, if the Participant elects (with
             spousal consent, if applicable) to waive the requirement that
             the explanation be provided at least thirty (30) days before the
             Annuity Starting Date, the election period shall be extended to
             the thirtieth (30th) day after the date on which such
             explanation is provided to the Participant, unless the thirty
             (30) day period is waived pursuant to the following provisions.

Any distribution provided for in this Section 5.7 may
             commence less than thirty (30) days after the notice required by
             Code Section 417(a)(3) is given provided the following
<PAGE>
             requirements are satisfied:

                  (i)   the Administrator clearly informs the Participant
                  that the Participant has a right to a period of thirty (30)
                  days after receiving the notice to consider whether to
                  waive the joint and survivor annuity


                                     31








































<PAGE>
                  and to elect (with spousal consent) to a form of
                  distribution other than a joint and survivor annuity;

                 (ii)  the Participant is permitted to revoke an affirmative
                 distribution election at least until the Annuity Starting
                 Date, or, if later, at any time prior to the expiration of
                 the seven (7) day period that begins the day after the
                 explanation of the joint and survivor annuity is provided to
                 the Participant;

                 (iii) the Annuity Starting Date is after the date that the
                 explanation of the joint and survivor annuity is provided to
                 the Participant. However, the Annuity Starting Date may be
                 before the date that any affirmative distribution election
                 is made by the Participant and before the date that the
                 distribution is permitted to commence under (iv) below; and

                 (iv)  distribution in accordance with the affirmative
                 election does not commence before the expiration of the
                 seven (7) day period that begins the day after the
                 explanation of the joint and survivor annuity is provided to
                 the Participant.

             (b)  In the event a married Participant duly elects pursuant to
          paragraph (a)(2) above not to receive benefits in the form of a
          joint and survivor annuity, or if such Participant is not married,
          in the form of a life annuity, the Administrator, pursuant to the
          election of the Participant, shall direct the Trustee to distribute
          to a Participant or such Participant's Beneficiary an amount which
          is the Actuarial Equivalent of the monthly retirement benefit
          provided in Section 5.1(c) in one or more of the following methods:

             (1)  One lump-sum payment in cash.

             (2)  Payments over a period certain in monthly, quarterly,
             semiannual, or annual cash installments. The period over which
             such payment is to be made shall not extend beyond the
             Participant's life expectancy (or the life expectancy of the
             Participant and the Participant's designated Beneficiary).

            (3)  Purchase of or providing an annuity.

            However, any such annuity may not be in any form that will
            provide for payments over a period extending beyond either the
            life of the Participant (or the lives of the Participant and the
            Participant's designated Beneficiary) or the life expectancy of
            the Participant (or the life expectancy of the Participant and
            the Participant's designated Beneficiary).

<PAGE>
            (c)  The present value of a Participant's joint and survivor
         annuity derived from Employer and Employee contributions may not be
         paid without the Participant's and the Participant's spouse's
         written (or in such form as permitted by the Internal Revenue
         Service) consent if the value exceeds $5,000 ($3,500 for


                                   32









































<PAGE>
          Plan Years beginning prior to August 6,1997) and the benefit is
          "immediately distributable." However, spousal consent is not
          required if the distribution will be made in the form of a joint
          and survivor annuity and the benefit is "immediately
          distributable." A benefit is "immediately distributable" if any
          part of the benefit could be distributed to the Participant (or
          surviving spouse) before the Participant attains (or would have
          attained if not deceased) the later of the Participant's Normal
          Retirement Age or age 62. Any consent required by this Section
          5.7(c) must be obtained not more than ninety (90) days before
          commencement of the distribution and shall be made in a manner
          consistent with Section 5.7(a)(2).

                  If the value of the Participant's benefit derived from
          Employer and Employee contributions does not exceed $5,000 ($3,500
          for Plan Years beginning prior to August 6, 1997), then the
          Administrator shall direct the Trustee to immediately distribute
          such benefit in a lump sum without the Participant's and the
          Participant's spouse's written consent. No distribution may be made
          under the preceding sentence after the Annuity Starting Date unless
          the Participant and the Participant's spouse consent in writing (or
          in such form as permitted by the Internal Revenue Service) to such
          distribution.

             (d)  The following rules will apply to the consent requirements
          set forth in subsection (c):

             (1)  No consent shall be valid unless the Participant has
             received a general description of the material features and an
             explanation of the relative values of the optional forms of
             benefit available under the Plan that would satisfy the notice
             requirements of Code Section 417.

             (2)  The Participant must be informed of the 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 5.7(e).

             (3)  Notice of the rights specified under this paragraph shall
             be provided no less than thirty (30) days and no more than
             ninety (90) days before the Annuity Starting Date.

             Notwithstanding the above, the Annuity Starting Date may be a
             date prior to the date the explanation is provided to the
             Participant if the distribution does not commence until at least
             thirty (30) days after such explanation is provided, subject to
             the waiver of the thirty (30) day period as provided for in
<PAGE>       Section 5.7(a)(6).

             (4)  Written (or such other form as permitted by the Internal
             Revenue Service) consent of the Participant to the distribution
             must not be made before the Participant receives the notice and
             must not be made more than ninety (90) days before the Annuity
             Starting Date.



                                         33







































<PAGE>
             (5)  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 thirty (30)
          days, subject to Section 5.7(a)(5), after the notice required under
          Regulation 1.411(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 thirty (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.

             (e)  Notwithstanding any provision in the Plan to the contrary,
          the distribution of a Participant's benefits, whether under the
          Plan or through the purchase of an annuity contract, 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 1.401 (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 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.

              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 the life of the
              Participant (or the lives of the Participant and the
              Participant's designated Beneficiary) or the life expectancy of
              the Participant (or the life expectancies of the Participant
              and the Participant's designated Beneficiary) in accordance
              with Regulations.

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

                   With respect to distributions under the Plan made for
          calendar years beginning on or after January 1, 2002, the Plan will
<PAGE>
          apply the minimum distribution requirements of Code Section 401
          (a)(9) in accordance with the Regulations under Code Section
          401(a)(9) that were proposed on January 17, 2001, notwithstanding
          any provision of the Plan to the contrary. This amendment shall
          continue in effect until the end of the last calendar year
          beginning before the effective date of final Regulations under Code
          Section 401(a)(9) or such other date specified in guidance
          published by the Internal Revenue Service.


                                           34






































<PAGE>
             (f)  For purposes of this Section, the life expectancy of a
          Participant and a Participant's spouse (other than in the case of a
          life annuity) shall not be redetermined in accordance with Code
          Section 401(a)(9)(D). 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.

             (g)  Subject to the spouse's right of consent afforded under the
          Plan, the restrictions imposed by this Section shall not apply if a
          Participant has, prior to January 1, 1984, made a written
          designation to have retirement benefits paid in an alternative
          method acceptable under Code Section 401(a)(9) as in effect prior
          to the enactment of the Tax Equity and Fiscal Responsibility Act of
          1982.

             (h)  All annuity Contracts under this Plan shall be non-
          transferable when distributed. Furthermore, the terms of any
          annuity Contract purchased and distributed to a Participant or
          spouse shall comply with all of the requirements of the Plan.

5.8     DISTRIBUTION OF BENEFITS UPON DEATH

             (a)  Unless otherwise elected as provided below, a Vested
          Participant who dies before the Annuity Starting Date and who has a
          surviving spouse shall have the death benefit paid to the surviving
          spouse in the form of a Pre-Retirement Survivor Annuity. The
          Participant's spouse may direct that payment of the Pre-Retirement
          Survivor Annuity commence within a reasonable period after the
          Participant's death (but not later than the month in which the
          Participant would have attained the Earliest Retirement Age under
          the Plan if the Participant dies on or before the Earliest
          Retirement Age). If the spouse does not so direct, payment of such
          benefit will commence at the time the Participant would have
          attained the later of Normal Retirement Age or age 62. However, the
          spouse may elect a later commencement date, subject to the rules
          specified in Section 5.8(g).

             (b)  Any election to waive the Pre-Retirement Survivor Annuity
          before the Participant's death must be made by the Participant in
          writing (or in such other form as permitted by the Internal Revenue
          Service) during the election period and shall require the spouse's
          irrevocable consent in the same manner provided for in Section
          5.7(a)(2). Further, the spouse's consent must acknowledge the
          specific nonspouse Beneficiary. Notwithstanding the foregoing, the
          nonspouse Beneficiary need not be acknowledged, provided the
          consent of the spouse acknowledges that the spouse has the right to
          limit consent only to a specific Beneficiary and that the spouse
          voluntarily elects to relinquish such right.

<PAGE>
             (c)  The election period to waive the Pre-Retirement Survivor
          Annuity shall begin on the first day of the Plan Year in which the
          Participant attains age thirty-five (35) and end on the date of the
          Participant's death. An earlier waiver (with spousal consent) may
          be made provided a written (or in such other form as permitted by
          the Internal Revenue Service) explanation of the Pre-Retirement
          Survivor Annuity is given to the Participant and such waiver
          becomes invalid at the beginning of the Plan Year in which the
          Participant turns age thirty-five (35). In the event a


                                          35





































<PAGE>
          Vested Participant separates from service prior to the beginning of
          the election period, the election period shall begin on the date of
          such separation from service.

             (d)  With regard to the election, the Administrator shall
          provide each Participant within the applicable period, with respect
          to such Participant (and consistent with Regulations), a written
          (or in such other form as permitted by the Internal Revenue
          Service) explanation of the Pre-Retirement Survivor Annuity
          containing comparable information to that required pursuant to
          Section 5.7(a)(5). For the purposes of this paragraph, the term
          "applicable period" means, with respect to a Participant, whichever
          of the following periods ends last:

             (1)  The period beginning with the first day of the Plan Year in
             which the Participant attains age thirty-two (32) and ending
             with the close of the Plan Year preceding the Plan Year in which
             the Participant attains age thirty-five (35);

             (2)  A reasonable period after the individual becomes a
             Participant;

             (3)  A reasonable period ending after the Plan no longer fully
             subsidizes the cost of the Pre-Retirement Survivor Annuity with
             respect to the Participant;

             (4)  A reasonable period ending after Code Section 401(a)(11)
             applies to the Participant; or

             (5)  A reasonable period after separation from service in the
             case of a Participant who separates before attaining age thirty-
             five (35). For this purpose, the Administrator must provide the
             explanation beginning one (1) year before the separation from
             service and ending one (1) year after such separation. If such a
             Participant thereafter returns to employment with the Employer,
             the applicable period for such Participant shall be
             redetermined.

                  For purposes of applying this Section 5.8(d), a reasonable
          period ending after the enumerated events described in
          paragraphs (2), (3) and (4) is the end of the two (2) year
          period beginning one (1) year prior to the date the applicable
          event occurs, and ending one (1) year after that date.

             (e)  If the present value of the Pre-Retirement Survivor Annuity
          derived from Employer and Employee contributions does not exceed
          $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997),
          then the Administrator shall direct the immediate distribution of
          the present value of the Pre-Retirement Survivor Annuity to the
<PAGE>
          Participant's spouse. No distribution may be made under the
          preceding sentence after the Annuity Starting Date unless the
          spouse consents in writing (or in such other form as permitted by
          the Internal Revenue Service) to such distribution. If the value
          exceeds $5,000 ($3,500 for Plan Years beginning prior to August 6,
          1997), then an immediate distribution of the entire amount of the
          Pre-Retirement Survivor Annuity may be made to the surviving
          spouse, provided such surviving spouse consents in writing (or in
          such other form as


                                  36





































<PAGE>
          permitted by the Internal Revenue Service) to such distribution.
          Any consent required under this paragraph must be obtained not more
          than ninety (90) days before commencement of the distribution and
          shall be made in a manner consistent with Section 5.7(a)(2).

                  The present value in this regard shall be determined as
          provided in Section 1.46. Notwithstanding the foregoing, the
          present value of the Pre-Retirement Survivor Annuity shall be
          determined as provided in Section 1.46.

             (f)(1) To the extent the death benefit is not paid in the form
          of a Pre-Retirement Survivor Annuity, it shall be paid to the
          Participant's Beneficiary in one of the following methods, as
          elected by the Participant (or if no election has been made prior
          to the Participant's death, by the Participant's Beneficiary),
          subject to the rules specified in Section 5.8(g):

                  (i)  One lump-sum payment in cash.

                  (ii) Payment in monthly, quarterly, semi-annual, or annual
                  cash installments over a period to be determined by the
                  Participant or the Participant's Beneficiary. After
                  periodic installments commence, the Beneficiary shall have
                  the right to direct the Trustee to reduce the period over
                  which such periodic installments shall be made, and the
                  Trustee shall adjust the cash amount of such periodic
                  installments accordingly.

             (2)  In the event the death benefit payable pursuant to Section
          5.5 is payable in installments, then, upon the death of the
          Participant, the Administrator may direct the Trustee to segregate
          the death benefit into a separate account, and the Trustee shall
          invest such segregated account separately, and the funds
          accumulated in such account shall be used for the payment of the
          installments.

             (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 the entire interest has been distributed, the remaining
          portion of such interest shall be distributed at least as rapidly
          as under the method of distribution selected pursuant to Section
          5.7 as of the date of death. If a Participant dies before receiving
          any distributions of the interest in the Plan or before
          distributions are deemed to have begun pursuant to Regulations,
          then the death benefit shall be distributed to the Participant's
<PAGE>
          Beneficiaries by December 31st of the calendar year in which the
          fifth anniversary of the Participant's 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


                                     37








































<PAGE>
          portion shall be distributed over the life of such designated
          Beneficiary (or 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 the
          designated 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 (other than in the case of a
          life annuity) shall not be redetermined in accordance with Code
          Section 401(a)(9)(D). 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)  For purposes of this Section, any amount paid to a child of
          the Participant will be treated as if it had been paid to the
          surviving spouse if the amount becomes payable to the surviving
          spouse when the child reaches the age of majority.

             (j)  Subject to the spouse's right of consent afforded under the
          Plan, the restrictions imposed by this Section shall not apply if a
          Participant has, prior to January 1, 1984, made a written
          designation to have death benefits paid in an alternative method
          acceptable under Code Section 401(a)(9) as in effect prior to the
          enactment of the Tax Equity and Fiscal Responsibility Act of 1982.

5.9     TIME OF SEGREGATION OR DISTRIBUTION

          Except as limited by Sections 5.7 and 5.8, whenever the Trustee is
to make a distribution or to commence a series of payments the distribution
or series of payments may be made or begun on such date or as soon thereafter
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 sixtieth (60th) day after the close of the Plan Year in
which the latest of the following events occurs: (a) the date on which the
Participant attains the earlier of age 65 or the Normal Retirement Age
specified herein; (b) the tenth (10th) anniversary of the year in which the
Participant commenced participation in the Plan; or (c) the date the
<PAGE>
Participant terminates service with the Employer.

          Notwithstanding the foregoing, the failure of a Participant and, if
applicable, the Participant's spouse, to consent to a distribution that is
"immediately distributable" (within the meaning of Section 5.7), shall be
deemed to be an election to defer commencement of payment of any benefit
sufficient to satisfy this Section.


                                            38







































<PAGE>
5.10    DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY

          In the event a distribution is to be made to a minor or incompetent
Beneficiary, then the Administrator may direct that such distribution be paid
to the legal guardian, or if none in the case of a minor Beneficiary, to a
parent of such Beneficiary or a responsible adult with whom the Beneficiary
maintains 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 resides. 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.

5.11    LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

          In the event that all, or any portion, of the distribution payable
to a Participant or Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or 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 Beneficiary, the amount so distributable shall be forfeited
and shall be used to reduce the cost of the Plan. Notwithstanding the
foregoing, if the value of a 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), then the amount distributable may,
in the sole discretion of the Administrator, either be treated as a
forfeiture, or be paid directly to an individual retirement account described
in Code Section 408(a) or an individual retirement annuity described in Code
Section 408(b) at the time it is determined that the whereabouts of the
Participant or the Participant's Beneficiary cannot be ascertained. In the
event a Participant or Beneficiary is located subsequent to the benefit being
forfeited, such benefit shall be restored unadjusted for earnings or losses.
However, regardless of the preceding, a benefit which is lost by reason of
escheat under applicable state law is not treated as a forfeiture for
purposes of this Section nor as an impermissable forfeiture under the Code.

5.12    EFFECT OF SOCIAL SECURITY ACT

          Benefits being paid to a Participant or Beneficiary under the terms
of the Plan may not be decreased by reason of any post-separation Social
Security benefit increases or by the increase of the Social Security wage
base under Title II of the Social Security Act. Benefits to which a Former
Participant has a Vested interest may not be decreased by reason of an
increase in a benefit level or wage base under Title II of the Social
Security Act.



<PAGE>
5.13    LIMITATIONS ON DISTRIBUTIONS

          In the event a Participant receives a distribution of the Vested
Accrued Benefit prior to Normal Retirement Age (determined without regard to
any years of participation), the excess/offset percentage, whichever is
applicable in Section 5.1(a), shall be limited to .75/26.25%, whichever is
applicable, reduced 1/15th for each of the first five (5) years and 1/30th
for each of the next five (5) years and reduced actuarially for each
additional year thereafter that the date on which the benefit commences
precedes the Participant's Social Security Retirement Age. With respect to
benefits commencing prior to the Participant attaining age 55, the .75/26.25%
shall be further


                                  39


































<PAGE>
reduced (on a monthly basis to reflect the month in which benefits commence)
to a percentage that is the Actuarial Equivalent of the .75/26.25% (as
reduced in accordance with the preceding sentence) applicable to a benefit
commencing in the month in which the Participant attains age 55. For purposes
of this paragraph, a benefit commences on the first day of the period for
which the benefit is paid. Notwithstanding the above, if such benefit is
distributed in a form other than a nondecreasing life annuity payable for a
period not less than the life of such Participant and the Actuarial
Equivalent of the Vested Accrued Benefit of such Participant attributable to
..75/26.25% is greater than the benefit calculated above, such amount shall be
the benefit limitation.

5.14    QUAIIFIIED 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. For the purposes of this Section, "alternate
payee" and "qualified domestic relations order" shall have the meaning set
forth under Code Section 414(p).

5.15    LIMITATION OF BENEFITS ON TERMINATION

             (a)  Benefits distributed to any of the twenty-five (25) Highly
          Compensated Participants with the greatest compensation in the
          current or prior year are restricted such that the monthly payments
          are no greater than an amount equal to the monthly payment that
          would be made on behalf of such individual under a straight life
          annuity that is the Actuarial Equivalent of the sum of the
          individual's Accrued Benefit, the individual's other benefits under
          the Plan (other than a social security supplement within the
          meaning of Regulation 1.411(a)-7(c)(4)(ii)), and the amount the
          individual is entitled to receive under a social security
          supplement. However, the limitation of this Section 5.15 shall not
          apply if:

             (1)  after payment of the benefit to an individual described
             above, the value of Plan assets equals or exceeds one-hundred-
             ten percent (110%) of the value of current liabilities, as
             defined in Code Section 412(l)(7);

             (2)  the value of the benefits for an individual described above
             is less than 1 percent of the value of current liabilities
             before distribution; or

             (3)  the value of the benefits payable under the Plan to an
<PAGE>
             individual described above does not exceed $5,000 ($3,500 for
             Plan Years beginning prior to August 6, 1997).

             (b)  For purposes of this Section, benefit includes any periodic
          income, any withdrawal values payable to a living Participant, and
          any death benefits not provided for by insurance on the
          individual's life.

             (c)  An individual's otherwise restricted benefit may be
          distributed in full to the affected individual if, prior to receipt
          of the restricted amount, the individual


                               40



































<PAGE>
          enters into a written agreement with the Administrator to secure
          repayment to the Plan of the restricted amount. The restricted
          amount is the excess of the amounts distributed to the individual
          (accumulated with reasonable interest) over the amounts that could
          have been distributed to the individual under the straight life
          annuity described above (accumulated with reasonable interest). The
          individual may secure repayment of the restricted amount upon
          distribution by:

             (1)  entering into an agreement for promptly depositing in
             escrow with an acceptable depositary, property having a fair
             market value equal to at least one-hundred-twenty-five percent
             (125%) of the restricted amount;

             (2)  providing a bank letter of credit in an amount equal to at
             least one-hundred percent (100%) of the restricted amount; or

             (3)  posting a bond equal to at least one-hundred percent (100%)
             of the restricted amount. The bond must be furnished by an
             insurance company, bonding company or other surety for federal
             bonds.

             (d)  The escrow arrangement may permit an individual to withdraw
          from escrow amounts in excess of one-hundred-twenty-five percent
          (125%) of the restricted amount. If the market value of the
          property in an escrow account falls below one-hundred-ten percent
          (110%) of the remaining restricted amount, the individual must
          deposit additional property to bring the value of the property held
          by the depositary up to one-hundred-twenty-five percent (125%) of
          the restricted amount. The escrow arrangement may provide that the
          individual has the right to receive any income from the property
          placed in escrow, subject to the individual's obligation to deposit
          additional property, as set forth in the preceding sentence.

             (e)  A surety or bank may release any liability on a bond or
          letter of credit in excess of one-hundred percent (100%) of the
          restricted amount.

             (f)  If the Administrator certifies to the depositary, surety or
          bank that the individual (or the individual's estate) is no longer
          obligated to repay any restricted amount, a depositary may deliver
          to the individual any property held under an escrow arrangement,
          and a surety or bank may release any liability on an individual's
          bond or letter of credit.





<PAGE>
                                   ARTICLE VI
                        CODE SECTION 415 LIMITATIONS

6.1     ANNUAL BENEFIT

          For purposes of this Article, "annual benefit" means the benefit
payable annually under the terms of the Plan (exclusive of any benefit not
required to be considered for purposes of applying the limitations of Code
Section 415 to the Plan) payable in the form of a straight life annuity with
no ancillary benefits. If the benefit under the Plan is payable in any other
form, the "annual benefit" shall be adjusted to the equivalent of a straight
life annuity pursuant to Section 6.3(c). Notwithstanding the foregoing, with
respect to the Code Section 415 limitations prior to


                                    41

































<PAGE>
the effective date of this Article VI, the Old Law Benefit shall be
determined on the basis of Code Section 415(b)(2)(E) as in effect on December
7, 1994.

6.2     MAXIMUM ANNUAL BENEFIT

             (a)  Notwithstanding the foregoing and subject to the exceptions
          below, the maximum "annual benefit" payable to a Participant under
          this Plan in any "limitation year" shall equal the lesser of: (1)
          $90,000 payable as a straight life annuity, or (2) one hundred
          percent (100%) of the Participant's "415 Compensation" averaged
          over the three consecutive "limitation years" (or actual number of
          "limitation years" for Employees who have been employed for less
          than three consecutive "limitation years") during which the
          Employee had the greatest aggregate "415 Compensation" from the
          Employer.

             (b)  For purposes of applying the limitations of Code Section
          415, the "limitation year" shall be the Plan Year. All qualified
          plans maintained by the Employer must use the same "limitation
          year." If the "limitation year" is amended to a different twelve
          (12) consecutive month period, the new "limitation year" must begin
          on a date within the "limitation year" in which the amendment is
          made.

             (c)  Notwithstanding anything in this Article to the contrary,
          if the Plan was in existence on May 6, 1986, and had complied at
          all times with the requirements of Code Section 415, the maximum
          "annual benefit" for any individual who is a Participant as of the
          first day of the "limitation year" beginning after December 31,
          1986, shall not be less than the "current accrued benefit."
          "Current accrued benefit" shall mean a Participant's Accrued
          Benefit under the Plan, determined as if the Participant had
          separated from service as of the close of the last "limitation
          year" beginning before January 1, 1987, when expressed as an annual
          benefit within the meaning of Code Section 415(b)(2). In
          determining the amount of a Participant's "current accrued
          benefit," the following shall be disregarded: (1) any change in the
          terms and conditions of the Plan after May 5, 1986; and (2) any
          cost of living adjustment occurring after May 5, 1986.

             (d)  The dollar limitation under Code Section 415(b)(1)(A)
          stated in paragraph (a)(1) above shall be adjusted annually as
          provided in Code Section 415(d) pursuant to the Regulations. The
          adjusted limitation is effective as of January 1st of each calendar
          year and is applicable to "limitation years" ending with or within
          that calendar year.

             (e)  The limitation stated in paragraph (a)(2) above for
<PAGE>
          Participants who have separated from service with a non-forfeitable
          right to an Accrued Benefit shall be automatically adjusted by
          multiplying such limitation by the cost-of-living adjustment factor
          prescribed by the Secretary of the Treasury under Code Section
          415(d) in such manner as the Secretary shall prescribe. The
          adjusted limitation shall apply to "limitation years" ending with
          or within the calendar year of the date of the adjustment.


                                     42







































<PAGE>
             (f)  For the purpose of this Article, all qualified defined
          benefit plans (whether terminated or not) ever maintained by the
          Employer shall be treated as one defined benefit plan, and all
          qualified defined contribution plans (whether terminated or not)
          ever maintained by the Employer shall be treated as one defined
          contribution plan.

                  If a Participant is, or has ever been, a participant in
          more than one defined benefit plan maintained by the Employer, the
          sum of the Participant's "annual benefits" from all such plans may
          not exceed the maximum "annual benefit" of this Section 6.2. Where
          the Participant's Employer-provided benefits under all defined
          benefit plans ever maintained by the Employer (determined as of the
          same age) would exceed the maximum "annual benefit" applicable at
          that age, the Employer will reduce the rate of accrual in this Plan
          to the extent necessary so that the total "annual benefit" payable
          at any time under such plans will not exceed the maximum "annual
          benefit."

             (g)  For the purpose of this Article, 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)) or is a
          member of an affiliated service group (as defined by Code Section
414(m)), all Employees of such Employers shall be considered to be
          employed by a single Employer.

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

             (i)  Notwithstanding anything contained in this Article to the
          contrary, the limitations, adjustments and other requirements
          prescribed in this Article shall at all times comply with the
          provisions of Code Section 415 and the Regulations thereunder.

6.3     ADJUSTMENTS TO ANNUAL BENEFIT AND LIMITATIONS

             (a)  If the "annual benefit" begins before the Participant's
          Social Security Retirement Age, but on or after age 62, the $90,000
          limitation shall be reduced by: (1) in the case of a Participant
          whose Social Security Retirement Age is 65, 5/9 of 1% for each
          month by which benefits commence before the month in which the
          Participant attains age 65, or (2) in the case of a Participant
          whose Social Security Retirement Age is greater than 65, 5/9 of 1%
          for each of the first 36 months and 5/12 of 1% for each additional
          month (up to 24) by which benefits commence before the month in
          which the Participant attains Social Security Retirement Age. If
          the "annual benefit" begins before age 62, the $90,000 limitation
<PAGE>
          shall be the actuarial equivalent of the Participant's limitation
          for benefits commencing at age 62, reduced for each month by which
          benefits commence before the month in which the Participant attains
          age 62.


                                      43










































<PAGE>
                  In order to determine actuarial equivalence for this
          purpose, the lesser of the equivalent amount computed using the
          Plan interest rate and Plan mortality table (or other tabular
          factor) and the amount computed using five percent (5%) interest
          and the "Applicable Mortality Table" shall be used. However, in
          order to determine actuarial equivalence prior to August 20, 1996,
          the "Applicable Interest Rate" shall be substituted for five
          percent (5%) in the preceding sentence. The mortality decrement
          shall be ignored to the extent that a forfeiture does not occur at
          death.

             (b)  If the "annual benefit" begins after the Participant's
          Social Security Retirement Age the $90,000 limitation shall be
          increased so that it is the actuarial equivalent of the $90,000
          limitation at the Participant's Social Security Retirement Age. In
          order to determine actuarial equivalence for this purpose, the
          lesser of the equivalent amount computed using the Plan interest
          rate and Plan mortality table (or other tabular factor) used for
          actuarial equivalence for late retirement benefits under the Plan
          and the equivalent annual amount computed using five percent (5%)
          and the "Applicable Mortality Table" shall be used. The mortality
          decrement shall be ignored to the extent that a forfeiture does not
          occur at death.

             (c)  For purposes of adjusting the "annual benefit" to a
          straight life annuity, the equivalent "annual benefit" shall be the
          greater of the equivalent "annual benefit" computed using the Plan
          interest rate and Plan mortality table (or other tabular factor)
          and the equivalent "annual benefit" computed using five percent
          (5%) interest rate assumption and the "Applicable Mortality Table."
          If the "annual benefit" is paid in a form other than a
          nondecreasing life annuity payable for a period not less than the
          life of a Participant or, in the case of a Pre-Retirement Survivor
          Annuity, the life of the surviving spouse, the "Applicable Interest
          Rate" shall be substituted for five percent (5%) in the preceding
          sentence.

             (d)  For purposes of Sections 6.1, 6.3(a) and 6.3(b), no
          adjustments under Code Section 415(d) shall be taken into account
          before the "limitation year" for which such adjustment first takes
          effect.

             (e)  For purposes of Section 6.1, no actuarial adjustment to the
          benefit is required for (1) the value of a qualified joint and
          survivor annuity, (2) benefits that are not directly related to
          retirement benefits (such as a qualified disability benefit, pre-
          retirement death benefits, and post-retirement medical benefits),
          and (3) the value of post-retirement cost-of-living increases made
          in accordance with Code Section 415(d) and Regulation
<PAGE>
          1.415-3(c)(2)(iii). The "annual benefit" does not include any
          benefits attributable to Employee contributions or rollover
          contributions, or the assets transferred from a qualified plan that
          was not maintained by the Employer.

             (f)  Notwithstanding the foregoing, the Code Section 415(b)
          limitations of Section 6.3(c) shall apply to the total Plan
          benefit. However, the Participant shall receive a benefit no less
          than the Old Law Benefit.


                                          44





































<PAGE>
6.4     ANNUAL BENEFIT NOT IN EXCESS OF $10,000

          This Plan may pay an "annual benefit" to any Participant in excess
of the Participant's maximum "annual benefit" if the "annual benefit" derived
from Employer contributions under this Plan and all other defined benefit
plans maintained by the Employer does not in the aggregate exceed $10,000 for
the "limitation year" or for any prior "limitation year" and the Employer has
not at any time maintained a defined contribution plan, a welfare benefit
fund under which amounts attributable to post-retirement medical benefits are
allocated to separate accounts of key employees (as defined in Code Section
419(A)(d)(3)), or an individual medical account in which the Participant
participated. For purposes of this paragraph, if this Plan provides for
voluntary or mandatory Employee contributions, such contributions will not be
considered a separate defined contribution plan maintained by the Employer.

6.5     PARTICIPATION OR SERVICE REDUCTIONS

          If a Participant has less than ten (10) years of participation in
the Plan at the time the Participant begins to receive benefits under the
Plan, the limitations in Sections 6.2(a)(1) and 6.3 shall be reduced by
multiplying such limitations by a fraction (a) the numerator of which is the
number of years of participation (or part thereof) in the Plan and (b) the
denominator of which is ten (10), provided, however, that said fraction shall
in no event be less than 1/10th. The limitations of Sections 6.2(a)(2) and
6.4 shall be reduced in the same manner except the preceding sentence shall
be applied with respect to years of service with the Employer rather than
years of participation in the Plan.

                                    ARTICLE VII
                                      TRUSTEE

7.1     BASIC RESPONSIBILITIES OF THE TRUSTEE

             (a)  The Trustee shall have the following categories of
          responsibilities:

             (1)  Consistent with the "funding policy and method" determined
             by the Employer, to invest, manage, and control the Plan assets
             subject, however, to the direction of the Employer or an
             Investment Manager if the Trustee should appoint such manager as
             to all or a portion of the assets of the Plan;

             (2)  At the direction of the Administrator, to pay benefits
             required under the Plan to be paid to Participants, or, in the
             event of their death, to their Beneficiaries; and

             (3)  To maintain records of receipts and disbursements and
             furnish to the Employer and/or Administrator for each Plan Year
             a written annual report pursuant to Section 7.6.
<PAGE>
             (b)  In the event that the Trustee shall be directed by the
          Employer, or an Investment Manager with respect to the investment
          of any or all Plan assets, the Trustee shall have no liability with
          respect to the investment of such assets


                                     45










































<PAGE>
          but shall be responsible only to execute such investment
          instructions as so directed.

             (1)  The Trustee shall be entitled to rely fully on the written
             (or other form acceptable to the Administrator and the Trustee,
             including, but not limited to, voice recorded) instructions of
             the Employer, or any Fiduciary or nonfiduciary agent of the
             Employer, in the discharge of such duties, and shall not be
             liable for any loss or other liability, resulting from such
             direction (or lack of direction) of the investment of any part
             of the Plan assets.

             (2)  The Trustee may delegate the duty of executing such
             instructions to any nonfiduciary agent, which may be an
             affiliate of the Trustee or any Plan representative.

             (c)  If there shall be more than one Trustee, they shall act by
          a majority of their number, but may authorize one or more of them
          to sign papers on their behalf.

7.2     INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

             (a)  The Trustee shall invest and reinvest the Trust Fund to
          keep the Trust Fund invested without distinction between principal
          and income and in such securities or property, real or personal,
          wherever situated, as the Trustee shall deem advisable, including,
          but not limited to, stocks, common or preferred, open-end or
          closed-end mutual funds, bonds and other evidences of indebtedness
          or ownership, and real estate or any interest therein. The Trustee
          shall at all times in making investments of the Trust Fund
          consider, among other factors, the short and long-term financial
          needs of the Plan on the basis of information furnished by the
          Employer. In making such investments, the Trustee shall not be
          restricted to securities or other property of the character
          expressly authorized by the applicable law for trust investments;
          however, the Trustee shall give due regard to any limitations
          imposed by the Code or the Act so that at all times the Plan may
          qualify as a qualified Pension Plan and Trust.

             (b)  The Trustee may employ a bank or trust company pursuant to
          the terms of its usual and customary bank agency agreement, under
          which the duties of such bank or trust company shall be of a
          custodial, clerical and record-keeping nature.

             (c)  The Trustee may transfer to a common, collective, pooled
          trust fund or money market fund maintained by any corporate Trustee
          or affiliate thereof hereunder, all or such part of the Trust Fund
          as the Trustee may deem advisable, and such part or all of the
          Trust Fund so transferred shall be subject to all the terms and
<PAGE>
          provisions of the common, collective, pooled trust fund or money
          market fund which contemplate the commingling for investment
          purposes of such trust assets with trust assets of other trusts.
          The Trustee may transfer any part of the Trust Fund intended for
          temporary investment of cash balances to a


                                      46









































<PAGE>
          money market fund maintained by THE LORAIN NATIONAL BANK or its
          affiliates. The Trustee may withdraw from such common, collective,
          pooled trust fund or money market fund all or such part of the
          Trust Fund as the Trustee may deem advisable.

7.3     OTHER POWERS OF THE TRUSTEE

          The Trustee, in addition to all powers and authorities under common
law, statutory authority, including the Act, and other provisions of the
Plan, shall have the following powers and authorities, to be exercised in the
Trustees sole discretion:

             (a)  To purchase, or subscribe for, any securities or other
          property and to retain the same. In conjunction with the purchase
          of securities, margin accounts may be opened and maintained;

             (b)  To sell, exchange, convey, transfer, grant options to
          purchase, or otherwise dispose of any securities or other property
          held by the Trustee, by private contract or at public auction. No
          person dealing with the Trustee shall be bound to see to the
          application of the purchase money or to inquire into the validity,
          expediency, or propriety of any such sale or other disposition,
          with or without advertisement;

             (c)  To vote upon any stocks, bonds, or other securities; to
          give general or special proxies or powers of attorney with or
          without power of substitution; to exercise any conversion
          privileges, subscription rights or other options, and to make any
          payments incidental thereto; to oppose, or to consent to, or
          otherwise participate in, corporate reorganizations or other
          changes affecting corporate securities, and to delegate
          discretionary powers, and to pay any assessments or charges in
          connection therewith; and generally to exercise any of the powers
          of an owner with respect to stocks, bonds, securities, or other
          property. However, the Trustee shall not vote proxies relating to
          securities for which it has not been assigned full investment
          management responsibilities. In those cases where another party has
          such investment authority or discretion, the Trustee will deliver
          all proxies to said party who will then have full responsibility
          for voting those proxies;

             (d)  To cause any securities or other property to be registered
          in the Trustee's own name, in the name of one or more of the
          Trustee's nominees, in a clearing corporation, in a depository, or
          in book entry form or in bearer form, but the books and records of
          the Trustee shall at all times show that all such investments are
          part of the Trust Fund;

             (e)  To borrow or raise money for the purposes of the Plan in
<PAGE>
          such amount, and upon such terms and conditions, as the Trustee
          shall deem advisable; and for any sum so borrowed, to issue a
          promissory note as Trustee, and to secure the repayment thereof by
          pledging all, or any part, of the Trust Fund; and no person lending
          money to the Trustee shall be bound to see to the application of


                                        47









































<PAGE>
          the money lent or to inquire into the validity, expediency, or
          propriety of any borrowing;

             (f)  To keep such portion of the Trust Fund in cash or cash
          balances as the Trustee may, from time to time, deem to be in the
          best interests of the Plan, without liability for interest thereon;

             (g)  To accept and retain for such time as the Trustee may deem
          advisable any securities or other property received or acquired as
          Trustee hereunder, whether or not such securities or other property
          would normally be purchased as investments hereunder;

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

             (i)  To settle, compromise, or submit to arbitration any claims,
          debts, or damages due or owing to or from the Plan, to commence or
          defend suits or legal or administrative proceedings, and to
          represent the Plan in all suits and legal and administrative
          proceedings;

             (j)  To employ suitable agents and counsel and to pay their
          reasonable expenses and compensation, and such agent or counsel may
          or may not be agent or counsel for the Employer;

             (k)  To apply for and procure from responsible insurance
          companies, to be selected by the Administrator, as an investment of
          the Trust Fund such annuity, or other Contracts (on the life of any
          Participant) as the Administrator shall deem proper; to exercise,
          at any time or from time to time, whatever rights and privileges
          may be granted under such annuity, or other Contracts; to collect,
          receive, and settle for the proceeds of all such annuity or other
          Contracts as and when entitled to do so under the provisions
          thereof;

             (1)  To invest funds of the Trust in time deposits or savings
          accounts bearing a reasonable rate of interest or in cash or cash
          balances without liability for interest thereon, including the
          specific authority to invest in any type of deposit of the Trustee
          (or of a financial institution related to a Trustee);

             (m)  To invest in Treasury Bills and other forms of United
          States government obligations;

             (n)  To invest in shares of investment companies registered
          under the Investment Company Act of 1940, including any money
          market fund advised by or offered through THE LORAIN NATIONAL BANK;
<PAGE>
             (o)  To sell, purchase and acquire put or call options if the
          options are traded on and purchased through a national securities
          exchange registered under the Securities Exchange Act of 1934, as
          amended, or, if the options are not traded


                                    48










































<PAGE>
          on a national securities exchange, are guaranteed by a member firm
          of the New York Stock Exchange regardless of whether such options
          are covered;

             (p)  To deposit monies in federally insured savings accounts or
          certificates of deposit in banks or savings and loan associations
          including the specific authority to make deposit into any savings
          accounts or certificates of deposit of the Trustee (or a financial
          institution related to the Trustee);

             (q)  To pool all or any of the Trust Fund, from time to time,
          with assets belonging to any other qualified employee pension
          benefit trust created by the Employer or any Affiliated Employer,
          and to commingle such assets and make joint or common investments
          and carry joint accounts on behalf of this Plan and Trust and such
          other trust or trusts, allocating undivided shares or interests in
          such investments or accounts or any pooled assets of the two or
          more trusts in accordance with their respective interests;

             (r)  To do all such acts and exercise all such rights and
          privileges, although not specifically mentioned herein, as the
          Trustee may deem necessary to carry out the purposes of the Plan.

7.4     DUTIES OF THE TRUSTEE REGARDING PAYMENTS

          At the direction of the Administrator, the Trustee shall, from time
to time, in accordance with the terms of the Plan, make payments out of the
Trust Fund. The Trustee shall not be responsible in any way for the
application of such payments.

7.5     TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

          The Trustee shall be paid such reasonable compensation as set forth
in the Trustee's fee schedule (if the Trustee has such a schedule) or as
agreed upon in writing by the Employer and the Trustee. However, an
individual serving as Trustee who already receives full-time pay from the
Employer shall not receive compensation from the Plan. In addition, the
Trustee shall be reimbursed for any reasonable expenses, including reasonable
counsel fees incurred by it as Trustee. Such compensation and expenses shall
be paid from the Trust Fund unless paid or advanced by the Employer. All
taxes of any kind whatsoever that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof,
shall be paid from the Trust Fund.

7.6     ANNUAL REPORT OF THE TRUSTEE

             (a)  Within a reasonable period of time after the later of the
          Anniversary Date or receipt of the Employer contribution for each
          Plan Year, the Trustee, or its agent, shall furnish to the Employer
<PAGE>
          and Administrator a written statement of account with respect to
          the Plan Year for which such contribution was made setting forth:

             (1)  the net income, or loss, of the Trust Fund;


                                      49










































<PAGE>
             (2)  the gains, or losses, realized by the Trust Fund upon sales
             or other disposition of the assets;

             (3)  the increase, or decrease, in the value of the Trust Fund;

             (4)  all payments and distributions made from the Trust Fund;
             and

             (5)  such further information as the Trustee and/or
             Administrator deems appropriate.

             (b)  The Employer, promptly upon its receipt of each such
          statement of account, shall acknowledge receipt thereof in writing
          and advise the Trustee and/or Administrator of its approval or
          disapproval thereof.  Failure by the Employer to disapprove any
          such statement of account within thirty (30) days after its receipt
          thereof shall be deemed an approval thereof.  The approval by the
          Employer of any statement of account shall be binding on the
          Employer and the Trustee as to all matters contained in the
          statement to the same extent as if the account of the Trustee had
          been settled by judgment or decree in an action for a judicial
          settlement of its account in a court of competent jurisdiction in
          which the Trustee, the Employer and all persons having or claiming
          an interest in the Plan were parties. However, nothing contained in
          this Section shall deprive the Trustee of its right to have its
          accounts judicially settled if the Trustee so desires.

7.7     AUDIT

             (a)  If an audit of the Plan's records shall be required by the
          Act and the regulations thereunder for any Plan Year, the
          Administrator shall direct the Trustee to engage on behalf of all
          Participants an independent qualified public accountant for that
          purpose. Such accountant shall, after an audit of the books and
          records of the Plan in accordance with generally accepted auditing
          standards, within a reasonable period after the close of the Plan
          Year, furnish to the Administrator and the Trustee a report of the
          audit setting forth the accountant's opinion as to whether any
          statements, schedules or lists that are required by Act Section 103
          or the Secretary of Labor to be filed with the Plan's annual
          report, are presented fairly in conformity with generally accepted
          accounting principles applied consistently.

             (b)  All auditing and accounting fees shall be an expense of and
          may, at the election of the Employer, be paid from the Trust Fund.

             (c)  If some or all of the information necessary to enable the
          Administrator to comply with Act Section 103 is maintained by a
          bank, insurance company, or similar institution, regulated,
<PAGE>
          supervised, and subject to periodic examination by a state or
          federal agency, then it shall transmit and certify the accuracy of
          that information to the Administrator as provided in Act Section
          103(b) within one hundred twenty (120) days after the end of the
          Plan Year or such other date as may be prescribed under regulations
          of the Secretary of Labor.


                                         50








































<PAGE>
7.8     RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE

             (a)  Unless otherwise agreed to by both the Trustee and the
          Employer, a Trustee may resign at any time by delivering to the
          Employer, at least thirty (30) days before its effective date, a
          written notice of resignation.

             (b)  Unless otherwise agreed to by both the Trustee and the
          Employer, the Employer may remove a Trustee at any time by
          delivering to the Trustee, at least thirty (30) days before its
          effective date, a written notice of such Trustee's removal.

             (c)  Upon the death, resignation, incapacity, or removal of any
          Trustee, a successor may be appointed by the Employer; and such
          successor, upon accepting such appointment in writing and
          delivering same to the Employer, shall, without further act, become
          vested with all the powers and responsibilities of the predecessor
          as if such successor had been originally named as a Trustee herein.
          Until such a successor is appointed, the remaining Trustee or
          Trustees shall have full authority to act under the terms of the
          Plan.

             (d)  The Employer may designate one or more successors prior to
          the death, resignation, incapacity, or removal of a Trustee. In the
          event a successor is so designated by the Employer and accepts such
          designation, the successor shall, without further act, become
          vested with all the powers and responsibilities of the predecessor
          as if such successor had been originally named as Trustee herein
          immediately upon the death, resignation, incapacity, or removal of
          the predecessor.

             (e)  Whenever any Trustee hereunder ceases to serve as such, the
          Trustee shall furnish to the Employer and Administrator a written
          statement of account with respect to the portion of the Plan Year
          during which the individual or entity served as Trustee. This
          statement shall be either (i) included as part of the annual
          statement of account for the Plan Year required under Section 7.6
          or (ii) set forth in a special statement. Any such special
          statement of account should be rendered to the Employer no later
          than the due date of the annual statement of account for the Plan
          Year. The procedures set forth in Section 7.6 for the approval by
          the Employer of annual statements of account shall apply to any
          special statement of account rendered hereunder and approval by the
          Employer of any such special statement in the manner provided in
          Section 7.6 shall have the same effect upon the statement as the
          Employer's approval of an annual statement of account. No successor
          to the Trustee shall have any duty or responsibility to investigate
          the acts or transactions of any predecessor who has rendered all
          statements of account required by Section 7.6 and this
<PAGE>
          subparagraph.

7.9     TRANSFER OF INTEREST

          Notwithstanding any other provision contained in this Plan, the
Trustee at the direction of the Administrator shall transfer the Vested
interest, if any, of a Participant to another trust forming part of a
pension, profit sharing or stock bonus plan maintained by such


                                 51






































<PAGE>
Participant's new employer and represented by said employer in writing as
meeting the requirements of Code Section 401(a), provided that the trust to
which such transfers are made permits the transfer to be made.

7.10    TRUSTEE INDEMNIFICATION

          The Employer agrees to indemnify and hold harmless the Trustee
against any and all claims, losses, damages, expenses and liabilities the
Trustee may incur in the exercise and performance of the Trustee's power and
duties hereunder, unless the same are determined to be due to gross
negligence or willful misconduct.

7.11    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); any hardship distribution
             described in Code Section 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
<PAGE>
             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


                                        52







































<PAGE>
             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."

                                 ARTICLE VIII
                                PLAN AMENDMENT

8.1     AMENDMENT

             (a)  The Employer shall have the right at any time to amend this
          Plan subject to the limitations of this Section. However, any
          amendment which affects the rights, duties or responsibilities of
          the Trustee or Administrator may only be made with the Trustee's or
          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 amendment
          affects the duties of the Trustee hereunder.

             (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 Accrued Benefit of any Participant
          (except to the extent permitted under Code Section 412(c)(8) or the
          Retirement Protection Act of 1994); 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 41l(d)(6)
          protected benefit" or adds or modifies conditions relating to
          "Section 411(d)(6) protected benefits" which results in a further
          restriction on such benefit unless such "Section 411(d)(6)
          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.

             (d)  If this Plan is amended and an effect of such amendment is
          to increase current liability (as defined in Code Section
          401(a)(29)(E)) under the Plan for a Plan Year, and the funded
<PAGE>
          current liability percentage of the Plan for the Plan Year in
          which the amendment takes effect is less than sixty percent (60%),
          including the amount of the unfunded current liability under the
          Plan attributable to the amendment, the amendment shall not take
          effect until the Employer (or any member of a controlled group
          which includes the Employer)


                                      53








































<PAGE>
          provides security to the Plan. The form and amount of such security
          shall satisfy the requirements of Code Section 401 (a)(29)(B) and
          (C). Such security may be released provided the requirements of
          Code Section 40l(a)(29)(D) are satisfied.

                                   ARTICLE IX
                                PLAN TERMINATION

9.1     TERMINATION

             (a)  The Employer shall have the right to terminate the Plan by
          delivering to the Trustee and Administrator written notice of such
          termination. However, any termination (other than a partial
          termination or an involuntary termination pursuant to Act Section
          4042) must satisfy the requirements and follow the procedures
          outlined herein and in Act Section 4041 for a Standard Termination
          or a Distress Termination. Upon any termination (full or partial),
          all amounts shall be allocated in accordance with the provisions
          hereof and the Accrued Benefit, to the extent funded as of such
          date, of each affected Participant shall become fully Vested and
          shall not thereafter be subject to forfeiture. However,
          Participants who were not fully Vested at the time they received a
          complete distribution of their benefits prior to the date of
          termination, shall not become entitled to any additional benefits
          on account of Plan termination. The preceding sentence does not
          apply to Participants affected by a partial termination by
          operation of law.

             (b)  Standard Termination Procedure --

             (1)  The Administrator shall first notify all "affected parties"
             (as defined in Act Section 4001(a)(21)) of the Employer's
             intention to terminate the Plan and the proposed date of
             termination. Such termination notice must be provided at least
             sixty (60) days prior to the proposed termination date. However,
             in the case of a standard termination, it shall not be necessary
             to provide such notice to the Pension Benefit Guaranty
             Corporation (PBGC). As soon as practicable after the termination
             notice is given, the Administrator shall provide a follow-up
             notice to the PBGC setting forth the following:

                  (i)   a certification of an enrolled actuary of the
                   projected amount of the assets of the Plan as of the
                   proposed date of final distribution of assets, the
                   actuarial present value of the "benefit liabilities" (as
                   defined in Act Section 4001(a)(16)) under the Plan as of
                   the proposed termination date, and confirmation that the
                   Plan is projected to be sufficient for such "benefit
                   liabilities" as of the proposed date of final
<PAGE>
                   distribution;

                   (ii)  a certification by the Administrator that the
                   information provided to the PBGC and upon which the
                   enrolled actuary based the certification is accurate and
                   complete; and


                                      54








































<PAGE>
                  (iii) such other information as the PBGC may prescribe by
                  regulation.

             The certification of the enrolled actuary and of the
             Administrator shall not be applicable in the case of a plan
             funded exclusively by individual insurance contracts.

             (2)  No later than the date on which the follow-up notice is
             sent to the PBGC, the Administrator shall provide all
             Participants and Beneficiaries under the Plan with an
             explanatory statement specifying each such person's "benefit
             liabilities," the benefit form on the basis of which such amount
             is determined, and any additional information used in
             determining "benefit liabilities" that may be required pursuant
             to regulations promulgated by the PBGC.

             (3)  A standard termination may only take place if at the time
             the final distribution of assets occurs, the Plan is sufficient
             to meet all "benefit liabilities" determined as of the
             termination date.

             (c)  Distress Termination Procedure --

             (1)  The Administrator shall first notify all "affected parties"
             of the Employer's intention to terminate the Plan and the
             proposed date of termination. Such termination notice must be
             provided at least sixty (60) days prior to the proposed
             termination date. As soon as practicable after the termination
             notice is given, the Administrator shall also provide a follow-
             up notice to the PBGC setting forth the following:

                  (i)   a certification of an enrolled actuary of the amount,
                  as of the proposed termination date, of the current value
                  of the assets of the Plan, the actuarial present value (as
                  of such date) of the "benefit liabilities" under the Plan,
                  whether the Plan is sufficient for "benefit liabilities" as
                  of such date, the actuarial present value (as of such date)
                  of benefits under the Plan guaranteed under Act Section
                  4022, and whether the Plan is sufficient for guaranteed
                  benefits as of such date;

                  (ii)   in any case in which the Plan is not sufficient for
                  "benefit liabilities" as of such date, the name and address
                  of each Participant and Beneficiary under the Plan as of
                  such date;

                  (iii) a certification by the Administrator that the
                  information provided to the PBGC and upon which the
                  enrolled actuary based the certification is accurate and
<PAGE>
                  complete; and

                  (iv)   such other information as the PBGC may prescribe by
                  regulation.


                                       55










































<PAGE>
             The certification of the enrolled actuary and of the
             Administrator shall not be applicable in the case of a plan
             funded exclusively by individual insurance contracts.

             (2)  A distress termination may only take place if:

                  (i)   the Employer demonstrates to the PBGC that such
                  termination is necessary to enable the Employer to pay its
                  debts while staying in business, or to avoid unreasonably
                  burdensome pension costs caused by a decline in the
                  Employer's work force;

                  (ii)  the Employer is the subject of a petition seeking
                  liquidation in a bankruptcy or insolvency proceeding which
                  has not been dismissed as of the proposed termination date;
                  or

                  (iii) the Employer is the subject of a petition seeking
                  reorganization in a bankruptcy or insolvency proceeding
                  which has not been dismissed as of the proposed termination
                  date, and the bankruptcy court (or such other appropriate
                  court) approves the termination and determines that the
                  Employer will be unable to continue in business outside a
                  Chapter 11 reorganization process and that such termination
                  is necessary to enable the Employer to pay its debts
                  pursuant to a plan of reorganization.

             (d)  Priority and Payment of Benefits: In the case of a distress
          termination, upon approval by the PBGC that the Plan is sufficient
          for "benefit liabilities" or for "guaranteed benefits," or in the
          case of a standard termination, a letter of non-compliance has not
          been issued within the sixty (60) day period (as extended)
          following the receipt by the PBGC of the follow-up notice, the
          Administrator shall allocate the assets of the Plan among
          Participants and Beneficiaries pursuant to Act Section 4044(a). As
          soon as practicable thereafter, the assets of the Trust shall be
          distributed to the Participants and Beneficiaries, in cash or
          through the purchase of irrevocable commitments from an insurer, in
          a manner consistent with Section 5.7. However, if all liabilities
          with respect to Participants and Beneficiaries under the Plan have
          been satisfied and there remains a balance in the Trust due to
          erroneous actuarial computation, such balance, if any, shall be
          reallocated to the Participants in a nondiscriminatory manner. In
          the case of a distress termination in which the PBGC is unable to
          determine that the Plan is sufficient for guaranteed benefits, the
          assets of the Plan shall only be distributed in accordance with
          proceedings instituted by the PBGC.

             (e)  The termination of the Plan shall comply with such other
<PAGE>
          requirements and rules as may be promulgated by the PBGC under
          authority of Title IV of the Act, including any rules relating to
          time periods or deadlines for providing notice or for making a
          necessary filing.


                                  56










































<PAGE>
9.2     LIMITATION OF BENEFITS ON PLAN TERMINATION

          In the event of Plan termination, the benefit of any Highly
Compensated Participant or any highly compensated former employee shall be
limited to a benefit that is nondiscriminatory under Code Section 401(a)(4).

                                 ARTICLE X
              MERGER, CONSOLIDATION OR TRANSFER OF ASSETS

10.1    REQUIREMENTS

          Before this Plan can be merged or consolidated with any other
qualified plan or its assets or liabilities transferred to any other
qualified plan, the Administrator must secure (and file with the Secretary of
Treasury at least thirty (30) days beforehand) a certification from a
government-enrolled actuary that the benefits which would be received by a
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" as
described in Section 8.1.

                                     ARTICLE XI
                                      TOP HEAVY

11.1    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 5.6 of the
Plan and the special minimum benefit requirements of Code Section 416(c)
pursuant to Section 5.2 of the Plan.

11.2    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
<PAGE>
          purposes of determining whether this Plan is a 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


                                    57








































<PAGE>
          or Former Participant shall not be taken into account for the
          purposes of determining whether this Plan is a Top Heavy Plan.

             (b)  Aggregate Account: A Participant's Aggregate Account as of
          the Determination Date shall be determined under applicable
          provisions of the defined contribution plan used in determining Top
          Heavy Plan status.

             (c)  "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.

             (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.


<PAGE>
             (d)  "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.


                                      58











































<PAGE>
             (e)  Present Value of Accrued Benefit: In the case of a defined
          benefit plan, a Participant's Present Value of Accrued Benefit
          shall be determined:

             (1)  in the case of a Participant other than a Key Employee,
             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 41l(b)(1)(C).

             (2)  as of the most recent "actuarial valuation date," which is
             the most recent valuation date within a twelve (12) month period
             ending on the Determination Date.

             (3)  for the first Plan Year, as if (a) the Participant
             terminated service as of the Determination Date; or (b) the
             Participant terminated service as of the actuarial valuation
             date, but taking into account the estimated Accrued Benefits as
             of the Determination Date.

             (4)  for the second Plan Year, the Accrued Benefit taken into
             account for a current Participant must not be less than the
             Accrued Benefit taken into account for the first Plan Year
             unless the difference is attributable to using an estimate of
             the Accrued Benefit as of the Determination Date for the first
             Plan Year and using the actual Accrued Benefit for the second
             Plan Year.

             (5)  for any other Plan Year, as if the Participant terminated
             service as of the actuarial valuation date.

             (6)  the actuarial valuation date must be the same date used for
             computing the defined benefit plan minimum funding costs,
             regardless of whether a valuation is performed that Plan Year.

             (7)  by not taking into account proportional subsidies.

             (8)  by taking into account nonproportional subsidies.

             (f)  The calculation of a Participant's Present Value of Accrued
          Benefit as of a Determination Date shall be the sum of:

             (1)  the Present Value of Accrued Benefit using the actuarial
             assumptions of Section 1.3, which assumptions shall be identical
             for all defined benefit plans being tested for Top Heavy Plan
             status.

             (2)  any Plan distributions made within the Plan Year that
<PAGE>
             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


                                     59









































<PAGE>
             included in the Participant's Present Value of Accrued Benefit
             as of the valuation date. Notwithstanding anything herein to the
             contrary, all distributions, including distributions made prior
             to January 1, 1984, and 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,
             benefits paid on account of death, to the extent such benefits
             do not exceed the Present Value of Accrued Benefits existing
             immediately prior to death, shall be treated as distributions
             for the purposes of this paragraph.

             (3)  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 Present Value of Accrued Benefit.

             (4)  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 accepted after December 31, 1983, as
             part of the Participant's Present Value of Accrued Benefit.

             (5)  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 employer), if this Plan provides
             the rollovers or plan-to-plan transfers, it shall not be counted
             as a distribution for purposes of this Section. If this Plan is
             the plan accepting such rollovers or plan-to-plan transfers, it
             shall consider such rollovers or plan-to-plan transfers as part
             of the Participant's Present Value of Accrued Benefit,
             irrespective of the date on which such rollovers or plan-to-plan
             transfers are accepted.

             (6)  for the purposes of determining whether two employers are
             to be treated as the same employer in (4) and (5) above, all
             employers aggregated under Code Section 414(b), (c), (m) or
             (o) are treated as the same employer.

             (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
                                       60
<PAGE>
             (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 XII
                                 MISCELLANEOUS

12.1    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 the Employee as a Participant of this
Plan.

12.2    ALIENATION

             (a)  Subject to the exceptions provided below, and as otherwise
          permitted by the Code and the Act, no benefit which shall be
          payable out of the Trust Fund to any person (including a
          Participant or the Participant's 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)  Subsection (a) 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)  Subsection (a) 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,
<PAGE>
          on or after August 5, 1997, in accordance with Code Sections
          40l(a)(13)(C) and (D). In a case in which the survivor annuity
          requirements of Code Section


                                       61











































<PAGE>
          401(a)(11) apply with respect to distributions from the Plan to
          the Participant, if the Participant has a spouse at the time at
          which the offset is to be made:

             (1)  either such spouse has consented in writing to such offset
             and such consent is witnessed by a notary public or
             representative of the Plan (or it is established to the
             satisfaction of a Plan representative that such consent may not
             be obtained by reason of circumstances described in Code Section
             417(a)(2)(B)), or an election to waive the right of the spouse
             to either a qualified joint and survivor annuity or a qualified
             pre-retirement survivor annuity is in effect in accordance with
             the requirements of Code Section 417(a),

             (2)  such spouse is ordered or required in such judgment, order,
             decree or settlement to pay an amount to the Plan in connection
             with a violation of fiduciary duties, or

             (3)  in such judgment, order, decree or settlement, such spouse
             retains the right to receive the survivor annuity under a
             qualified joint and survivor annuity provided pursuant to Code
             Section 401(a)(11)(A)(i) and under a qualified pre-retirement
             survivor annuity provided pursuant to Code Section
             401(a)(11)(A)(ii).

12.3    CONSTRUCTION OF PLAN

          This Plan and Trust shall be construed and enforced according to
the Code, the Act and the laws of the State of Ohio, other than its laws
respecting choice of law, to the extent not pre-empted by the Act.

12.4    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.

12.5    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 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.
<PAGE>


                                         62














































<PAGE>
12.6    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, Former
          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 contributions may not be returned to the Employer but any
          losses attributable thereto must reduce the amount so returned.

12.7    EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

          The Employer, Administrator and Trustee, and their successors,
shall not 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.

12.8    INSURER'S PROTECTIVE CLAUSE

          Except as otherwise agreed upon in writing between the Employer and
the insurer, an insurer which issues any 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.

12.9    RECEIPT AND RELEASE FOR PAYMENTS

          Any payment to any Participant, the Participant's 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
<PAGE>
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.


                                   63











































<PAGE>
12.10   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 thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

12.11   NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

          The "named Fiduciaries" of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee, and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers,
duties, responsibilities, and obligations as are specifically given them
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, the Employer shall have the sole 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 sole
responsibility for the administration of the Plan, including, but not limited
to, the items specified at Article II of the Plan, as the same may be
allocated or delegated thereunder. The Trustee shall have the sole
responsibility of management 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 provided in the Plan. 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 asset value. Any person or group may serve in more
than one Fiduciary capacity.

12.12   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.

12.13   APPROVAL BY INTERNAL REVENUE SERVICE

          Notwithstanding anything herein to the contrary, if, pursuant to an
<PAGE>
application for qualification filed by or on behalf of the Plan by the time
prescribed by law for filing the Employer's return for the taxable year in
which the Plan is adopted, or such later date that the Secretary of the
Treasury may prescribe, the Commissioner of Internal Revenue Service or the
Commissioner's delegate should determine that the Plan does not initially
qualify as a tax-exempt plan under Code Sections 401 and 501, and such
determination is not contested, or if contested, is finally upheld, then if
the Plan is a new plan, it shall be void ab initio and all amounts
contributed to the Plan by the Employer, less expenses paid, shall be
returned within one (1) year


                                       64




































<PAGE>
and the Plan shall terminate, and the Trustee shall be discharged from all
further obligations. If the disqualification relates to an amended plan, then
the Plan shall operate as if it had not been amended.

12.14   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.

12.15   INTERPRETATION OF AGREEMENT

             (a)  The Employer established this Plan effective March 1, 1962.
          The Employer froze the benefits under the Plan as of December 31,
          2002, and directed that the Trust created by this Agreement be
          continued and that distribution of benefits to Participants be made
          at such time and in such manner as though the Plan had not frozen
          benefit accruals.

             (b)  The Plan is being amended and restated as of January 1,
          2001 in order to maintain its qualified status under the Code and
          the Act.

             (c)  All provisions of the Plan shall be construed and
          interpreted in a manner consistent with the freezing of benefit
          accruals under the Plan as of December 31, 2002.


                                         65



















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

Signed, sealed, and delivered
in the presence of:

                                           The Lorain National Bank


/s/Ann E. Koler                            By /s/Gary C Smith
______________________________               ____________________________
                                             Employer

/s/Terry White
______________________________
WITNESSES AS TO EMPLOYER


                                           The Lorain National Bank


/s/Ann E. Koler                            By /s/Gary C. Smith
______________________________               ____________________________
                                             Trustee
/s/Terry White
______________________________
WITNESSES AS TO TRUSTEE



                                           ATTEST /s/Gregory D. Friedman
                                                 ________________________



                                           66













<PAGE>










                        AMENDMENT OF THE PLAN FOR EGTRRA,
                           REVENUE RULING 2001-62 AND
                           REVENUE PROCEDURE 2002-29

                           AMENDMENT NUMBER ONE TO
                           THE LORAIN NATIONAL BANK
                           RETIREMENT PENSION PLAN
































<PAGE>
                        AMENDMENT OF THE PLAN FOR EGTRRA,
                          REVENUE RULING 2001-62 AND
                          REVENUE PROCEDURE 2002-29

                           AMENDMENT NUMBER ONE TO
                           THE LORAIN NATIONAL BANK
                           RETIREMENT PENSION PLAN

          BY THIS AGREEMENT, THE LORAIN NATIONAL BANK RETIREMENT PENSION PLAN
(herein referred to as the Plan) is hereby amended as follows:

                                  ARTICLE I
                                  PREAMBLE

1.1       Adoption and effective date of amendment. This amendment of the
Plan is adopted to reflect certain provisions of the Economic Growth and Tax
Relief Reconciliation Act of 2001 (EGTRRA), the model amendment of Revenue
Ruling 2001-62 and the model amendment of Revenue Procedure 2002-29. This
amendment is intended as good faith compliance with the requirements of
EGTRRA, the model amendment of Revenue Ruling 2001-62 and the model
amendment of Revenue Procedure 2002-29 and is to be construed in accordance
with EGTRRA, the model amendment of Revenue Ruling 2001-62 and the model
amendment of Revenue Procedure 2002-29 and guidance issued thereunder. Except
as otherwise provided, this amendment shall be effective as of the first day
of the first Plan Year beginning after December 31, 2001.

1.2       Supersession of inconsistent provisions. This amendment shall
supersede the provisions of the Plan to the extent those provisions are
inconsistent with the provisions of this amendment.

                                  ARTICLE II
                          LIMITATIONS ON BENEFITS

2.1       Effective date. This Article shall be effective for "limitation
years" ending after December 31, 2001.

2.2       Effect on Participants. Benefit increases resulting from the
increase in the limitations of Code Section 415(b) will be provided to all
current and former Participants (with benefits limited by Code Section
415(b)) who have an Accrued Benefit under the Plan immediately prior to the
effective date of this Article (other than an Accrued Benefit resulting from
a benefit increase solely as a result of the increases in limitations under
Code Section 415(b)).

2.3       Definitions.

             (a)  Defined benefit dollar limitation. The defined benefit
          dollar limitation is $160,000, as adjusted, effective January 1 of
          each year, under Code Section 415(d) in such manner as the
<PAGE>
          Secretary shall prescribe, and payable in the form of a straight
          life annuity. A limitation as adjusted under Code Section 415(d)
          will apply to "limitation


                                    1











































<PAGE>
          years" ending with or within the calendar year for which the
          adjustment applies.

             (b)  Maximum permissible benefit. The maximum permissible
          benefit is the lesser of the defined benefit dollar limitation or
          the defined benefit compensation limitation (both adjusted where
          required, as provided in (1) and, if applicable, in (2) or (3)
          below).

             (1)  If the Participant has fewer than 10 years of participation
             in the Plan, the defined benefit dollar limitation shall be
             multiplied by a fraction, (i) the numerator of which is the
             number of years (or part thereof) of participation in the Plan
             and (ii) the denominator of which is 10. In the case of a
             Participant who has fewer than 10 years of service with the
             employer, the defined benefit compensation limitation shall be
             multiplied by a fraction, (i) the numerator of which is the
             number of years (or part thereof) of service with the employer
             and (ii) the denominator of which is 10.

             (2)  If the benefit of a Participant begins prior to age 62, the
             defined benefit dollar limitation applicable to the Participant
             at such earlier age is an annual benefit payable in the form of
             a straight life annuity beginning at the earlier age that is the
             actuarial equivalent of the defined benefit dollar limitation
             applicable to the Participant at age 62 (adjusted under (1)
             above, if required). The defined benefit dollar limitation
             applicable at an age prior to age 62 is determined as the lesser
             of(i) the actuarial equivalent (at such age) of the defined
             benefit dollar limitation computed using the interest rate and
             mortality table (or other tabular factor) specified in Section
             6.3(a) p.44 of the Plan and (ii) the actuarial equivalent (at
             such age) of the defined benefit dollar limitation computed
             using a 5 percent interest rate and the applicable mortality
             table as defined in Section 6.3(a) p.44 of the Plan. Any
             decrease in the defined benefit dollar limitation determined in
             accordance with this paragraph (2) shall not reflect a mortality
             decrement if benefits are not forfeited upon the death of the
             Participant. If any benefits are forfeited upon death, the full
             mortality decrement is taken into account.

             (3)  If the benefit of a Participant begins after the
             Participant attains age 65, the defined benefit dollar
             limitation applicable to the Participant at the later age is the
             annual benefit payable in the form of a straight life annuity
             beginning at the later age that is actuarially equivalent to the
             defined benefit dollar limitation applicable to the Participant
             at age 65 (adjusted under (1) above, if required). The actuarial
             equivalent of the defined benefit dollar limitation applicable
<PAGE>
             at an age after age 65 is determined as (i) the lesser of the
             actuarial equivalent (at such age) of the defined benefit dollar
             limitation computed using the interest rate and mortality table
             (or other tabular factor) specified in Section 6.3(b) p.44 of
             the Plan and (ii) the actuarial equivalent (at such age) of the
             defined benefit dollar limitation computed using a 5 percent
             interest rate assumption and the applicable mortality table as
             defined in Section 6.3(b) p.44 of the Plan. For these purposes,
             mortality between age 65 and the age at which benefits commence
             shall be ignored.


                                     2




































<PAGE>
                                  ARTICLE III
                        INCREASE IN COMPENSATION LIMIT

3.1       Increase in limit. The annual Compensation of each Participant
taken into account in determining benefit accruals in any Plan Year beginning
after December 31, 2001, shall not exceed $200,000. Annual Compensation means
Compensation during the Plan Year or such other consecutive 12-month period
over which Compensation is otherwise determined under the Plan (the
determination period). For purposes of determining benefit accruals in a Plan
Year beginning after December 31, 2001, Compensation for any prior
determination period shall be limited to $150,000 for any determination
period beginning in 1996 or earlier; $160,000 for any determination period
beginning in 1997, 1998, or 1999; and $170,000 for any determination period
beginning in 2000 or 2001.

3.2       Cost-of-living adjustment. The $200,000 limit on annual
Compensation in Section 3.1 above shall be adjusted for cost-of-living
increases in accordance with Code Section 401(a)(17)(B). The cost-of-living
adjustment in effect for a calendar year applies to annual Compensation for
the determination period that begins with or within such calendar year.

                                 ARTICLE IV
                       MODIFICATION OF TOP-HEAVY RULES

4.1       Effective date. This Article shall apply for purposes of
determining whether the Plan is a Top Heavy plan under Code Section 416(g)
for Plan Years beginning after December 31, 2001, and whether the Plan
satisfies the minimum benefits requirements of Code Section 416(c) for such
years. This Article amends Article XI of the Plan.

4.2       Determination of top-heavy status.

             (a)  Key Employee. Key Employee means any Employee or former
          Employee (including any deceased Employee) who at any time during
          the Plan Year that includes the determination date was an officer
          of the Employer having annual Compensation greater than $130,000
          (as adjusted under Code Section 416(i)(1) for Plan Years beginning
          after December 31, 2002), a 5-percent owner of the Employer, or a
          1-percent owner of the Employer having annual Compensation of more
          than $150,000. For this purpose, annual Compensation means
          compensation within the meaning of Code Section 415(c)(3). The
          determination of who is a Key Employee will be made in accordance
          with Code Section 416(i)(l) and the applicable regulations and
          other guidance of general applicability issued thereunder.

             (b)  Determination of present values and amounts. This section
          (b) shall apply for purposes of determining the present values of
          accrued benefits and the amounts of account balances of Employees
          as of the determination date.
<PAGE>
             (1)  Distributions during year ending on the determination date.
             The present values of accrued benefits and the amounts of
             account balances of an Employee as of the determination date
             shall be increased by the distributions made with respect to the
             Employee under the Plan and any plan aggregated with the Plan
             under Code Section 416(g)(2) during the 1-year period ending on
             the


                                          3







































<PAGE>
             determination date. The preceding sentence shall also apply to
             distributions under a terminated plan which, had it not been
             terminated, would have been aggregated with the Plan under Code
             Section 416(g)(2)(A)(i). In the case of a distribution made for
             a reason other than separation from service, death, or
             disability, this provision shall be applied by substituting "5-
             year period" for "1-year period."

             (2)  Employees not performing services during year ending on the
             determination date. The accrued benefits and accounts of any
             individual who has not performed services for the Employer
             during the 1-year period ending on the determination date shall
             not be taken into account.

4.3       Minimum benefits. For purposes of satisfying the minimum benefit
requirements of Code Section 416(c)(1) and the Plan, in determining years of
service with the Employer, any service with the Employer shall be disregarded
to the extent that such service occurs during a Plan Year when the Plan
benefits (within the meaning of Code Section 410(b)) no Key Employee or
former Key Employee.

                                    ARTICLE V
                   DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

5.1       Effective date. This Article shall apply to distributions made
after December 31, 2001.

5.2       Modification of definition of eligible retirement plan. For
purposes of the direct rollover provisions in Section 7.11 p.52 of the Plan,
an eligible retirement plan shall also mean an annuity contract described in
Code Section 403(b) and an eligible plan under Code Section 457(b) which is
maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from this
Plan. The definition of eligible retirement plan shall also apply in the case
of a distribution to a surviving spouse, or to a spouse or former spouse who
is the alternate payee under a qualified domestic relation order, as defined
in Code Section 414(p).

                                     ARTICLE VI
                     MODEL AMENDMENT UNDER REVENUE RULING 2001-62
                            APPLICABLE MORTALITY TABLE

6.1       Effective date. This Article shall apply to distributions with
Annuity Starting Dates on or after December 31, 2002.

6.2       Notwithstanding any other Plan provisions to the contrary, the
Applicable Mortality Table used for purposes of adjusting any benefit or
limitation under Code Section 415(b)(2)(B), (C), or (D) as set forth in
<PAGE>
Section 6.3 p.43 of the Plan and the Applicable Mortality Table used for
purposes of satisfying the requirements of Code Section 417(e) as set forth
in Section 1.3 p.3 is the table prescribed in Rev. Rul. 2001-62.

6.3       For any distribution with an Annuity Starting Date on or after the
effective date of this Article and before the adoption date of this Article,
if application of the amendment as of the Annuity Starting Date would have
caused a reduction in the amount of any distribution, such reduction is not
reflected in any payments made before the adoption date of this Article.


                                   4





































<PAGE>
However, the amount of any such reduction that is required under Code Section
4l5(b)(2)(B) must be reflected actuarially over any remaining payments to the
Participant.

                                   ARTICLE VII
                 MODEL AMENDMENT UNDER REVENUE PROCEDURE 2002-29
                        MINIMUM DISTRIBUTION REQUIREMENTS

7.1       General Rules.

             (a)  Effective Date. The provisions of this Article will apply
          for purposes of determining required minimum distributions for
          calendar years beginning with the 2003 calendar year, as well as
          required minimum distributions for the 2002 distribution calendar
          year that are made on or after January 1, 2002.

             (b)  Coordination with Minimum Distribution Requirements
          Previously in Effect. If the total amount of 2002 required minimum
          distributions under the Plan made to the distributee prior to the
          effective date of this Article equals or exceeds the required
          minimum distributions determined under this Article, then no
          additional distributions will be required to be made for 2002 on or
          after such date to the distributee. If the total amount of 2002
          required minimum distributions under the Plan made to the
          distributee prior to the effective date of this Article is less
          than the amount determined under this Article, then required
          minimum distributions for 2002 on and after such date will be
          determined so that the total amount of required minimum
          distributions for 2002 made to the distributee will be the amount
          determined under this Article.

             (c)  Precedence. The requirements of this Article will take
          precedence over any inconsistent provisions of the Plan.

             (d)  Requirements of Treasury Regulations Incorporated. All
          distributions required under this Article will be determined and
          made in accordance with the Treasury regulations under Code Section
          401(a)(9).

             (e)  TEFRA Section 242(b)(2) Elections. Notwithstanding the
          other provisions of this Article, other than Section 7.1(d),
          distributions may be made under a designation made before January
          1, 1984, in accordance with section 242(b)(2) of the Tax Equity and
          Fiscal Responsibility Act (TEFRA) and the provisions of the Plan
          that relate to section 242(b)(2) of TEFRA.

7.2       Time and Manner of Distribution.

             (a)  Required Beginning Date. The Participant's entire interest
<PAGE>
          will be distributed, or begin to be distributed, to the
          Participant no later than the Participant's required beginning
          date.

             (b)  Death of Participant Before Distributions Begin. If the
          Participant dies before distributions begin, the Participant's
          entire interest will be distributed, or begin to be distributed, no
          later than as follows:


                                     5






































<PAGE>
             (1)  If the Participant's surviving spouse is the Participant's
             sole designated Beneficiary, then distributions to the surviving
             spouse will begin by December 31st of the calendar year
             immediately following the calendar year in which the Participant
             died, or by December 31st of the calendar year in which the
             Participant would have attained age 70 1/2, if later.

             (2)  If the Participant's surviving spouse is not the
             Participant's sole designated Beneficiary, then distributions to
             the designated Beneficiary will begin by December 31st of the
             calendar year immediately following the calendar year in which
             the Participant died.

             (3)  A designated Beneficiary who is receiving payments under
             the 5-year rule may make a new election to receive payments
             under the life expectancy rule until December 31, 2003, provided
             that all amounts that would have been required to be distributed
             under the life expectancy rule for all distribution calendar
             years before 2004 are distributed by the earlier of December 31,
             2003 or the end of the 5-year period.

             (4)  If there is no designated Beneficiary as of September 30th
             of the year following the year of the Participant's death, the
             Participant's entire interest will be distributed by December
             31st of the calendar year containing the fifth anniversary of
             the Participant's death.

             (5)  If the Participant's surviving spouse is the Participant's
             sole designated Beneficiary and the surviving spouse dies after
             the Participant but before distributions to the surviving spouse
             begin, this Section 7.2(b), other than Section 7.2(b)(1), will
             apply as if the surviving spouse were the Participant.

                   For purposes of this Section 7.2(b) and Section 7.5,
          distributions are considered to begin on the Participant's required
          beginning date (or, if Section 7.2(b)(5) applies, the date
          distributions are required to begin to the surviving spouse under
          Section 7.2(b)(1)). If annuity payments irrevocably commence to the
          Participant before the Participant's required beginning date (or to
          the Participant's surviving spouse before the date distributions
          are required to begin to the surviving spouse under Section
          7.2(b)(1)), the date distributions are considered to begin is the
          date distributions actually commence.

             (c)  Form of Distribution. Unless the Participant's interest is
          distributed in the form of an annuity purchased from an insurance
          company or in a single sum on or before the required beginning
          date, as of the first distribution calendar year distributions will
          be made in accordance with Sections 7.3, 7.4 and 7.5 of this
<PAGE>
          Article. If the Participant's interest is distributed in the form
          of an annuity purchased from an insurance company, distributions
          thereunder will be made in accordance with the requirements of Code
          Section 401(a)(9) and the Treasury regulations. Any part of the
          Participant's interest which is in the form of an individual
          account described in Code Section 414(k) will be distributed in a
          manner satisfying the requirements of Code Section 401(a)(9) and
          the Treasury regulations that apply to individual accounts.



                                          6





































<PAGE>
7.3       Determination of Amount to be Distributed Each Year.

             (a)  General Annuity Requirements. If the Participant's interest
          is paid in the form of annuity distributions under the Plan,
          payments under the annuity will satisfy the following requirements:

             (1)  the annuity distributions will be paid in periodic payments
             made at intervals not longer than one year;

             (2)  the distribution period will be over a life (or lives) or
             over a period certain not longer than the period described in
             Section 7.4 or 7.5;

             (3)  once payments have begun over a period certain, the period
             certain will not be changed even if the period certain is
             shorter than the maximum permitted;

             (4)  payments will either be nonincreasing or increase only as
             follows:

                  (i)   by an annual percentage increase that does not exceed
                  the annual percentage increase in a cost-of-living index
                  that is based on prices of all items and issued by the
                  Bureau of Labor Statistics;

                  (ii)  to the extent of the reduction in the amount of the
                  Participant's payments to provide for a survivor benefit
                  upon death, but only if the Beneficiary whose life was
                  being used to determine the distribution period described
                  in Section 7.4 dies or is no longer the Participant's
                  Beneficiary pursuant to a qualified domestic relations
                  order within the meaning of Code Section 414(p);

                  (iii) to provide cash refunds of Employee contributions
                  upon the Participant's death; or

                  (iv)  to pay increased benefits that result from a Plan
                  amendment.

             (b)  Amount Required to be Distributed by Required Beginning
          Date. The amount that must be distributed on or before the
          Participant's required beginning date (or, if the Participant dies
          before distributions begin, the date distributions are required to
          begin under Section 7.2(b)(1) or (2)) is the payment that is
          required for one payment interval. The second payment need not be
          made until the end of the next payment interval even if that
          payment interval ends in the next calendar year. Payment intervals
          are the periods for which payments are received, e.g., bi-monthly,
          monthly, semi-annually, or annually. All of the Participant's
<PAGE>
          benefit accruals as of the last day of the first distribution
          calendar year will be included in the calculation of the amount of
          the annuity payments for payment intervals ending on or after the
          Participant's required beginning date.

             (c)  Additional Accruals After First Distribution Calendar Year.
          Any additional benefits accruing to the Participant in a calendar
          year after the first distribution calendar year will be distributed
          beginning with the first payment interval ending in the calendar
          year immediately following the calendar year in which such amount
          accrues.


                                        7



































<PAGE>
7.4     Requirements For Annuity Distributions That Commence During
Participant's Lifetime.

             (a)  Joint Life Annuities Where the Beneficiary Is Not the
          Participant's Spouse. If the Participant's interest is being
          distributed in the form of a joint and survivor annuity for the
          joint lives of the Participant and a nonspouse Beneficiary, annuity
          payments to be made on or after the Participant's required
          beginning date to the designated Beneficiary after the
          Participant's death must not at any time exceed the applicable
          percentage of the annuity payment for such period that would have
          been payable to the Participant using the table set forth in Q&A-2
          of section 1.401(a)(9)-6T of the Treasury regulations. If the form
          of distribution combines a joint and survivor annuity for the joint
          lives of the Participant and a nonspouse Beneficiary and a period
          certain annuity, the requirement in the preceding sentence will
          apply to annuity payments to be made to the designated Beneficiary
          after the expiration of the period certain.

             (b)  Period Certain Annuities. Unless the Participant's spouse
          is the sole designated Beneficiary and the form of distribution is
          a period certain and no life annuity, the period certain for an
          annuity distribution commencing during the Participant's lifetime
          may not exceed the applicable distribution period for the
          Participant under the Uniform Lifetime Table set forth in section
          1.401(a)(9)-9 of the Treasury regulations for the calendar year
          that contains the Annuity Starting Date. If the Annuity Starting
          Date precedes the year in which the Participant reaches age 70, the
          applicable distribution period for the Participant is the
          distribution period for age 70 under the Uniform Lifetime Table set
          forth in section 1.401(a)(9)-9 of the Treasury regulations plus
          the excess of 70 over the age of the Participant as of the
          Participant's birthday in the year that contains the annuity
          starting date. If the Participant's spouse is the Participant's
          sole designated Beneficiary and the form of distribution is a
          period certain and no life annuity, the period certain may not
          exceed the longer of the Participant's applicable distribution
          period, as determined under this Section 7.4(b), or the joint life
          and last survivor expectancy of the Participant and the
          Participant's spouse as determined under the Joint and Last
          Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury
          regulations, using the Participant's and spouse's attained ages as
          of the Participant's and spouse's birthdays in the calendar year
          that contains the Annuity Starting Date.

7.5     Requirements For Minimum Distributions Where Participant Dies Before
Date Distributions Begin.

             (a)  Participant Survived by Designated Beneficiary. If the
<PAGE>
          Participant dies before the date distribution of his or her
          interest begins and there is a designated Beneficiary, the
          Participant's entire interest will be distributed, beginning no
          later than the time described in Section 7.2(b)(1) or (2), over the
          life of the designated Beneficiary or over a period certain not
          exceeding:

             (1)  unless the Annuity Starting Date is before the first
             distribution calendar year, the life expectancy of the
             designated Beneficiary determined using the Beneficiary's age as
             of the Beneficiary's birthday in the calendar year immediately
             following the calendar year of the Participant's death; or


                                      8


































<PAGE>
             (2)  if the Annuity Starting Date is before the first
             distribution calendar year, the life expectancy of the
             designated Beneficiary determined using the Beneficiary's age as
             of the Beneficiary's birthday in the calendar year that contains
             the Annuity Starting Date.

             (b)  No Designated Beneficiary. If the Participant dies before
          the date distributions begin and there is no designated Beneficiary
          as of September 30th of the year following the year of the
          Participant's death, distribution of the Participant's entire
          interest will be completed by December 31st of the calendar year
          containing the fifth anniversary of the Participant's death.

             (c)  Death of Surviving Spouse Before Distributions to Surviving
          Spouse Begin. If the Participant dies before the date distribution
          of his or her interest begins, the Participant's surviving spouse
          is the Participant's sole designated Beneficiary, and the surviving
          spouse dies before distributions to the surviving spouse begin,
          this Section 7.5 will apply as if the surviving spouse were the
          Participant, except that the time by which distributions must begin
          will be determined without regard to Section 7.2(b)(1).

7.6     Definitions.

             (a)  Designated Beneficiary. The individual who is designated as
          the Beneficiary under Section 1.10 p.5 of the Plan and is the
          designated Beneficiary under Code Section 401(a)(9) and section
          1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

             (b)  Distribution calendar year. A calendar year for which a
          minimum distribution is required. For distributions beginning
          before the Participant's death, the first distribution calendar
          year is the calendar year immediately preceding the calendar year
          which contains the Participant's required beginning date. For
          distributions beginning after the Participant's death, the first
          distribution calendar year is the calendar year in which
          distributions are required to begin pursuant to Section 7.2(b).

             (c)  Life expectancy. Life expectancy as computed by use of the
          Single Life Table in section 1.401(a)(9)-9 of the Treasury
          regulations.

             (d)  Required beginning date. The date specified in Section
          5.7(e) p.34 and 5.8(g) p.37 of the Plan.


                                           9


<PAGE>

          IN WITNESS WHEREOF, this Amendment has been executed this 19th day
of November, 2002

Signed, sealed, and delivered
in the presence of:


                                                The Lorain National Bank

/s/Ann E. Koler                                 By /s/Gary C. Smith
____________________________                       _____________________
                                                   Employer
/s/Terry White
____________________________
WITNESSES AS TO EMPLOYER

                                                The Lorain National Bank

/s/Ann E. Koler                                 By /s/Gary C. Smith
_____________________________                     _______________________
                                                  Trustee
/s/Terry White
_____________________________
WITNESSES AS TO TRUSTEE


                                                Attest /s/Gregory D. Friedman
                                                      _______________________



                                        10