Exhibit 10.7    CALIFORNIA INDEPENDENT BANCORP EMPLOYEE STOCK OWNERSHIP PLAN (Amendment and Restatement)  
   TABLE OF CONTENTSARTICLE I
  DEFINITIONSARTICLE II 
  TOP HEAVY AND ADMINISTRATION2.1
  Top Heavy Plan Requirements2.2
  Determination of Top Heavy Status2.3
  Powers
  and Responsibilities of the Employer2.4
  Designation of Administrative Authority2.5
  Allocation and Delegation of Responsibilities2.6
  Powers and Duties of the Administrator2.7
  Records
  and Reports2.8
  Appointment of Advisers2.9
  Information From Employer2.10
  Payment of Expenses2.11
  Majority
  Actions2.12
  Claims
  Procedures2.13
  Claims Review ProcedureARTICLE III
  ELIGIBILITY3.1
  Conditions of Eligibility3.2
  Effective Date of Participation3.3
  Determination of Eligibility3.4
  Termination of Eligibility3.5
  Omission of Eligible Employee  i 
   3.6
  Inclusion of Ineligible Employee3.7
  Election Not to ParticipateARTICLE IV 
  CONTRIBUTION AND ALLOCATION4.1
  Formula for Determining Employers Contribution4.2
  Time of Payment of Employer Contribution4.3
  Allocation of Contribution, Forfeitures and
  Earnings4.4
  Maximum Annual Additions4.5
  DiversificationARTICLE V 
  FUNDING AND INVESTMENT POLICY5.1
  Investment
  Policy5.2
  Application of Cash5.3
  Transaction Involving Company Stock5.4
  Loans to the TrustARTICLE VI 
  VALUATIONS6.1
  Valuation of the Trust Fund6.2
  Method of ValuationARTICLE VII 
  DETERMINATION AND DISTRIBUTION OF BENEFITS7.1
  Determination of Benefits Upon Retirement7.2
  Determination of Benefits Upon Death7.3
  Disability Retirement Benefits7.4
  Determination of Benefits Upon Termination  ii 
   7.5
  Distribution of Benefits7.6
  How Plan Benefit Will be Distributed7.7
  Distribution for Minor Beneficiary7.8
  Location of Participant or Beneficiary
  Unknown7.9
  Right of First Refusals7.10
  Stock Certificates Legend7.11
  Nonterminable Protections and Rights7.12
  Qualified Domestic Relations Order
  Distributions7.13
  Put OptionARTICLE VIII 
  TRUSTEE8.1
  Basic Responsibilities of the Trustee8.2
  Investment Powers and Duties of the Trustee8.3
  Other Powers of the Trustee8.4
  Voting Company Stock8.5
  Duties of the Trustee Regarding Payments8.6
  Trustees Compensation and Expenses and
  Taxes8.7
  Annual Report of the Trustee8.8
  Audit8.9
  Resignations, Removal and Succession of Trustee8.10
  Transfer of Interest8.11
  Direct
  RolloverARTICLE IX 
  AMENDMENT, TERMINATION AND MERGERS9.1
  Amendment9.2
  Termination9.3
  Merger or Consolidation  iii 
   ARTICLE X
  MISCELLANEOUS10.1
  Participants Rights10.2
  Alienation10.3
  Construction for Plan10.4
  Gender
  and Number10.5
  Legal
  Action10.6
  Prohibition Against Diversion of Funds10.7
  Bonding10.8
  Receipt and Release for Payments10.9
  Action by the Employer10.10
  Named Fiduciaries and Allocation of
  Responsibility10.11
  Headings10.12
  Approval by Internal Revenue Service10.13
  Uniformity10.14
  Securities and Exchange Commission Approval  iv 
   CALIFORNIA INDEPENDENT BANCORP EMPLOYEE STOCK OWNERSHIP PLAN (Amendment and Restatement)  THIS
AGREEMENT, hereby made and entered into this ___________________day of
________________________, 2001 between California Independent Bancorp (herein
referred to as the Employer) and Theresa Cole, Cindy Seidel, and Robert Epley
(hereinafter referred to as the Trustee).  W I T N E S S E T H:  WHEREAS, the
Employer heretofore established an Employee Stock Ownership Plan and Trust
effective January 1, 1989 (hereinafter called the Effective Date), known as
Feather River State Bank Employee Stock Ownership Plan (hereinafter referred to
as the Plan) in recognition for 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 P1an affecting the
Trustee are amended; and  WHEREAS,
contributions to the Plan will be made by the Employer and such contributions
made to the trust will be invested primarily in the capital stock of the
Employer;  NOW,
THEREFORE, effective January 1, 2001, 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  Act
means the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.  1.2  Administrator
means the person or entity designated by the Employer pursuant to Section 2.4
to administer the Plan on behalf of the Employer.  1.3  Affiliated
Employer means any corporation which is a member of a controlled
group of corporations (as defined in Code Section 414(b)) which includes the
Employer; any trade or business (whether or not incorporated) which is under
common control (as defined in Code 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 
   1.4  Aggregate
Account means, with respect to each Participant, the value of all
accounts maintained on behalf of a Participant, subject to the provisions of
Section 2.2.  1.5  Anniversary
Date means December 31st.  1.6  Beneficiary
means the person to whom the share of a deceased Participants total account is
payable, subject to the restrictions of Sections 7.2 and 7.5.  1.7  Code
means the Internal Revenue Code of 1986, as amended or replaced from time to
time.  1.8  Company
Stock means common stock issued by the Employer (or by a
corporation which is a member of the controlled group of corporations) which is
readily tradeable on an established securities market. If there is no common
stock which meets the foregoing requirement, the term Company Stock means
common stock issued by the Employer (or by a corporation which is a member of
the same controlled group) having a combination of voting power and dividend
rights equal to or in excess of: (A) that class of common stock of the Employer
(or of any other such corporation) preferred having the greatest voting power,
and (B) that class of common stock of the Employer (or of any other such
corporation) having the greatest dividend rights.  Noncallable preferred stock shall be deemed to be Company Stock
if such stock is convertible at any time into stock which constitutes Company
Stock hereunder and if such conversion is at a conversion price which (as of
the date of the acquisition by, the Trust) is reasonable. For purposes of the
preceding sentence, pursuant to Regulations, preferred stock shall be treated
as noncallable if after the call there will be a reasonable opportunity for a
conversion which meets the requirements of the preceding sentence.  1.9  Company
Stock Account means the account of a Participant which is credited
with the shares of Company Stock purchased and paid for by the Trust Fund or
contributed to the Trust Fund  1.10  Compensation,
effective January 1, 1998, 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 or any Affiliated Employer (in the course of
the Employers trade or business) for a Plan Year for which the Employer or any
Affiliated Employer is required to furnish the Participant a written statement
under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be
determined without regard to any rules under Code Section 3401 (a) that limit
the remuneration included in wages based on the nature of 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 Compensation shall be made by including
amounts which are contributed by the Employer pursuant to a salary reduction
agreement and which are not includible in the gross income of the Participant
under Code Sections 125, 132(f), 402(e)(3), 402(h), 403(b) or 457, and Employee
contributions described in Code Section 414(h)(2) that are treated as Employer
contributions.  For a
Participants initial year of participation, Compensation shall be recognized
for the entire Plan year.  Compensation
in excess of $160,000 shall be disregarded. Such amount shall be adjusted at
the same time and in such manner as permitted under Code Section 401(a)(17).
For any short Plan Year the Compensation limit shall be an amount equal to the
Compensation limit for the  2 
    calendar year in which the Plan
Year begins multiplied by the ratio obtained by dividing the number of full
months in the short Plan Year by twelve (12).  1.11  Early
Retirement Date means any Anniversary Date (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 7 Years of
Service with the Employer (Early Retirement Age). A Participant shall become
fully Vested upon satisfying this requirement if still employed at his Early
Retirement Age.  A Former
Participant who terminates employment after satisfying the service requirement
for early Retirement and who thereafter reaches the age requirement contained
herein shall be entitled to receive his benefits under this Plan.  1.12  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.  1.13  Employee
means any person who is employed by the Employer or Affiliated Employer, but
excludes any person who is 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.  1.14  Employer
means California Independent Bancorp and any successor which shall maintain
this Plan, any predecessor which has maintained this Plan, and each Affiliated
Employer which has been designated by California Independent Bancorp as an
Employer under the Plan and which has adopted the Plan for the benefit of its
Employees. The Employer is a corporation with principal offices in the State of
California.  1.15  Employer
Contributions means contributions made to the Plan for a Plan Year
by the Employer pursuant to section 4.1 below.  1.16  ESOP
means an employee stock ownership plan that meets the requirements of Code
Section 4975(e)(7) and regulation 54.4975-11.  1.17  Exempt
Loan means a loan made to the Plan by a disqualified person or a
loan to the Plan which is guaranteed by a disqualified person and which
satisfies the requirements of Section 2550.408b-3 of the Department of Labor
Regulations, Section 54.4975-7(b) of the
Treasury Regulations and Section 5.4 hereof.  1.18  Family
Membermeans, with respect to an affected Participant, such
Participants spouse and such Participants lineal descendants and ascendants
and their spouses, all as described in Code Section 414(q)(6)(B).  1.19  Fiduciary
means any person who (a) exercises any discretionary authority or discretionary
control respecting management of the Plan or exercises any authority or control
respecting management or disposition of its assets, (b) renders investment
advice for a fee or other compensation, direct or indirect, with respect to any
monies or other property of the Plan or has any authority or discretionary
responsibility in the administration of the Plan, including, but not limited
to, the Trustee, the Employer and its representative body, and the
Administrator.  3 
   1.20  Fiscal
Year means the Employers accounting year of 12 months commencing
on January 1st of each year and ending the following December 31st.  1.21  Forfeiture
means that portion of a Participants Account that is not Vested, and occurs on
the earlier of:  (a)  the distribution of the entire Vested portion
of a Terminated Participants Account, or  (b)  the last day of the Plan Year in which the
Participant incurs five (5) consecutive 1-Year Breaks in Service.  Furthermore,
for purposes of paragraph (a) above, in the case of a Terminated Participant
whose Vested benefit is zero, such Terminated Participant shall be deemed to
have received a distribution of his Vested benefit upon his termination of
employment. Restoration of such amounts shall occur pursuant to Section
7.4(g)(2). In addition, the term Forfeiture shall also include amounts deemed
to be Forfeitures pursuant to any other provision of this Plan.  1.22  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, effective January 1, 1998, 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 and specifically includes 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 section
125, 132(f)(4) or 457. 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)).  If, in
connection with the adoption of this amendment and restatement, the definition
of 415 Compensation has been modified, then, for Plan Years prior to the Plan
Year which includes the adoption date of this amendment and restatement, 415
Compensation means compensation determined pursuant to the Plan then in
effect.  1.24  414(s)
Compensation, effective January 1, 1998, with respect to any
Participant means such Participants 415 Compensation paid during a Plan
Year. The amount of 414(s) Compensation with respect to any Participant shall
include 414(s) Compensation for the entire twelve (12) month period ending on
the last day of such Plan Year.  For purposes
of this Section, the determination of 414(s) Compensation shall be made by
including amounts which are contributed by the Employer pursuant to a salary
reduction agreement and which are not includible in the gross income of the
Participant under Code Sections 125, 132(f), 402(e)(3), 402(h), 403(b) or 457,
and Employee contributions described in Code Section 414(h)(2) that are treated
as Employer contributions.  The annual
Compensation of each Employee taken into account under the Plan shall not
exceed $160,000 adjusted by the Commissioner for increase in the cost of living
in accordance  4 
   with Code Section
401(a)(17)(B). The cost of living adjustment in effect for a calendar year
applies to any period, not exceeding 12 months, over which Compensation is
determined (determination period) beginning in such calendar year. If a
determination period consists of fewer than 12 months, the annual compensation
limit will be multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is 12.  If, in
connection with the adoption of this amendment and restatement, the definition
of 414(s) Compensation has been modified, then, for Plan Years prior to the
plan Year which includes the adoption date of this amendment and restatement,
414(s) Compensation means compensation determined pursuant to the Plan then
in effect.  1.25  Highly
Compensated Employee means effective January 1, 1997, an Employee
who performs Service during a determination year and who is described in one or
more of the following groups:  (1)  An Employee who is a 5% owner during either
the current or preceding Plan year, or  (2)  An Employee who earned in excess of $80,000
(as such may be adjusted by the IRS for future cost of living) during the
preceding Plan Year.  1.26  Highly
Compensated Former Employee means a former Employee who had a
separation year prior to the determination year and was a Highly Compensated
Employee in the year of separation from service or in any determination year
after attaining age 55. For purposes of this Section, determination year,
415 Compensation and five percent owner shall be determined in accordance
with Section 1.31. Highly Compensated Former Employees shall be treated as
Highly Compensated Employees. The method set forth in this Section for
determining who is a Highly Compensated Former Employee shall be applied on a
uniform and consistent basis for all purposes for which the Code Section 414(q)
definition is applicable.  1.27  Highly
Compensated Participant means any Highly Compensated Employee who
is eligible to participate in the Plan.  1.28  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 during the applicable computation period; (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; (3) each hour
for which back pay is awarded or agreed to by the Employer without regard to
mitigation of damages. These hours will be credited to the Employee for the
computation period or periods to which the award or agreement pertains rather
than the computation period in which the award, agreement or payment is made.
The same Hours of Service shall not be credited both under (1) or (2), as the
case may be and under (3).  Notwithstanding
the above, (i) no more than 501 Hours of Service are required to be credited to
an Employee on account of any single continuous period during which the
Employee performs no duties (whether or not such period occurs in a single
computation period); (ii) an hour for which an Employee is directly or
indirectly paid, or entitled to payment, on account of a period during which no
duties are performed is not required to be credited to the Employee if  5 
   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
for this Section, a payment shall be deemed to be made by or due from the
Employer regardless of whether such payment is made by or due from the Employer
directly or indirectly through, among others, a trust fund, or insurer, to
which the Employer contributes or pays premiums and regardless of whether
contributions made or due to the trust fund, insurer, or other entity are for
the benefit of particular Employees or are on behalf of a group of Employees in
the aggregate.  An Hour of
Service must be counted for the purposes of determining a Year of Service, a
year of participation for purposes of accrued benefits, a 1-Year Break in
Service, and employment commencement date (or reemployment commencement date).
In addition, Hours of Service will be credited for employment with other
Affiliated Employers. The provisions of Department of Labor Regulations
2530.200(b) and (c) are incorporated herein by reference .  1.29  Investment
Manager means an entity that (a) has the power to manage, acquire,
or dispose of Plan assets and (b) acknowledges fiduciary responsibility to the
Plan in writing. Such entity must be a person, firm, or corporation registered
as an investment adviser under the Investment Advisers Act of 1940, a bank, or
an insurance company.  1.30  Key
Employee means an Employee as defined in Code Section 416(i) and
the Regulations thereunder. Generally, any Employee or former Employee (as well
as each of his Beneficiaries) is considered a Key Employee if he, at any time
during the Plan Year that contains the Determination Date or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:  (a)  an officer of the Employer (as that term is
defined within the meaning of the Regulations under Code Section 416) having
annual 415 Compensation greater than 50 percent of the amount in effect under
Code Section 415(b)(1)(A) for any such Plan Year.  (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  6 
   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, effective January 1, 1998, the determination of 415
Compensation shall be made by including amounts which are contributed by the
Employer pursuant to a salary reduction agreement and which are not includible
in the gross income of the Participant under Code Sections 125, 132(f),
402(e)(3), 402(h), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) that are treated as Employer contributions.  1.31  Late
Retirement Date means the Anniversary Date coinciding with or next
following a Participants actual Retirement Date after having reached his
Normal Retirement Date.  1.32  Leased
Employee means, effective January 1, 1997, any person (other than
an Employee of the recipient) who pursuant to an agreement between the
recipient and any other person (leasing organization) has performed services
for the recipient (or for the recipient and related persons determined in
accordance with Code Section 414(n)(6)) on a substantially full time basis for
a period of at least one year, and such services are performed under the
primary direction or control of the recipient employer. Contributions or
benefits provided a Leased Employee by the leasing organization, which are
attributable to services performed for the recipient employer shall be treated
as provided by the recipient employer. A Leased Employee shall not be considered
an Employee of the recipient:  (a)  if such employee is covered by a money
purchase pension plan providing:  (1)     a non-integrated employer contribution rate
of at least 10% of compensation, as defined in Code  Section 415(c)(3), but including amounts which are contributed by
the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections 125,
402(e)(3), 402(h), 403(b) or 457, and Employee contributions described in Code
Section 414(h)(2) are treated as Employer contributions;  (2)     immediate participation;  (3)     full and immediate vesting; and  (b)  if Leased Employees do not constitute more
than 20% of the recipients non-highly compensated work force.  1.33  Limitation
Year means the Plan Year.  7 
   1.34  Net
Profit means with respect to any Fiscal Year the Employers net
income or profit for such Fiscal Year determined upon the basis of the
Employers books of account in accordance with generally accepted accounting
principles, without any reduction for taxes based upon income, or for
contributions made by the Employer to this Plan.  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 his
Beneficiaries) who is not a Key Employee.  1.37  Normal
Retirement Age means the Participants 65th birthday. A
Participant shall become fully vested in his Participants Account upon
attaining his Normal Retirement Age.  1.38  Normal
Retirement Date means the Anniversary Date coinciding with or next
following the Participants Normal Retirement Age.  1.39  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 I-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 an absence from work for any period by
reason of the Employees pregnancy, birth of the Employees child, placement of
a child with the Employee in connection with the adoption of such child, or any
absence for the purpose of caring for such child for a period immediately
following such birth or placement. For this purpose, Hours of Service shall be
credited for the computation period in which the absence from work begins, only
if credit therefore is necessary to prevent the Employee from incurring a
1-Year Break in Service, or, in any other case, in the immediately following
computation period. The Hours of Service credited for a maternity or paternity
leave of absence shall be those which would normally have been credited but
for such absence, or, in any case in which the Administrator is unable to
determine such hours normally credited, eight (8) Hours of Service per day. The
total Hours of Service required to be credited for a maternity or paternity
leave of absence shall not exceed 501.  1.40  Other
Investments Account means the account of a Participant which is
credited with his share of the net gain (or loss) of the Plan, Forfeitures and
Employer contributions in other than Company Stock and which is debited with
payments made to pay for Company Stock.  1.41  Participant
means any Eligible Employee who participates in the Plan as provided in
Sections 3.2 and 3.3, and has not for any reason become ineligible to
participate further in the Plan.  1.42  Plan
means this instrument, including all amendments thereto.  8 
   1.43  Plan Year
means the Plans accounting year of 12 months commencing on January 1st
of each year and ending the following December 31st.  1.44  Regulation
means the Income Tax Regulations as promulgated by the Secretary of the
Treasury or his delegate, and as amended from time to time .  1.45  Retired
Participant means a person who has been a Participant, but who has
become entitled to retirement benefits under the Plan.  1.46  Retirement
Date means the date as of which a Participant retires whether such
retirement occurs on a Participants Normal Retirement Date, Early or Late
Retirement Date (see Section 7.1).  1.47  Super Top
Heavy Plan means a plan described in Section 2.2(b).  1.48  Terminated
Participant means a person who has been a Participant, but whose
employment has been terminated other than by death or retirement.  1.49  Top Heavy
Plan means a plan described in Section 2.2 (a).  1.50  Top Heavy
Plan Year means a Plan Year during which the Plan is a Top Heavy
Plan.  1.51  Top Paid
Group means the top 20 percent of Employees who performed services
for the Employer during the applicable year, ranked according to the amount of
415 Compensation (determined for this purpose in accordance with Section
1.31) received from the Employer during such year. All affiliated Employers
shall be taken into account as a single employer, and Leased Employees within
the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. 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 86l(a)(3) shall
not be treated as Employees. Additionally, for the purpose of determining the
number of active Employees in any year, the following additional Employees
shall also be excluded; however, such Employees shall still be considered for
the purpose of identifying the particular Employees in the Top Paid Group:  (a)  Employees with less than six (6) months of
service;  (b)  Employees who normally work less than 17 1⁄2
hours per week;  (c)  Employees who normally work less than six (6)
months during a year; and  (d)  Employees who have not yet attained age 21.  In addition,
if 90 percent or more of the Employees of the Employer are covered under
agreements the Secretary of Labor finds to be collective bargaining agreements
between Employee representatives and the Employer, and the Plan covers only
Employees who are not covered under such agreements, then Employees covered by
such agreements shall be excluded from both the total number of active
Employees as well as from the identification of particular Employees in the Top
Paid Group.  9 
   The foregoing
exclusions set forth in this Section shall be applied on a uniform and
consistent basis for all purposes for which the Code Section 414(q) definition
is applicable.  1.52  Trustee
means the person or entity named as trustee herein or in any separate trust
forming a part of this Plan, and any successors.  1.53  Trust
Fund means the assets of the Plan and Trust as the same shall exist
from time to time.  1.54  Unallocated
Company Stock Suspense Account means an account containing Company
Stock acquired with the proceeds of an Exempt Loan and which has not been
released from such account and allocated to the Participants Company Stock
Accounts.  1.55  Vested
means the nonforfeitable portion of any account maintained on behalf of a
Participant.  1.56  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 period shall be the Plan Year, including periods
prior to the Effective Date of the Plan.  For all other
purposes, the computation period shall be the Plan Year.  Notwithstanding
the foregoing, for any short Plan Year, the determination of whether an
Employee has completed a Year of Service shall be made in accordance with
Department of Labor regulation 2530.203-2(c). However, in determining whether
an Employee has completed a Year of Service for benefit accrual purposes in the
short Plan Year, the number of the Hours of Service required shall be
proportionately reduced based on the number of full months in the short Plan
Year.  Years of
Service with any affiliated Employer shall be recognized.  10 
  ARTICLE II TOP HEAVY AND ADMINISTRATION  2.1Top
Heavy Plan Requirements  For any Top Heavy Plan Year, the Plan shall
provide the special vesting requirements of Code Section 416(b) pursuant to
Section 7.4 of the Plan and the special minimum allocation requirements of Code
Section 416(c) pursuant to Section 4.4 of the Plan.  2.2Determination of Top Heavy Status  (a)  This Plan shall be a Top Heavy Plan for any
Plan year in which, as of the Determination Date, (1) the Present Value of
Accrued Benefits of Key Employees and (2) the sum of the Aggregate Accounts of
Key Employees under this Plan and all plans of an Aggregation Group, exceeds
sixty percent (60%) of the Present Value of accrued Benefits and the Aggregate
Accounts of all Key and Non-Key Employees under this Plan and all plans of an
Aggregation Group.  If any Participant is a Non-Key Employee for any Plan year, but such
Participant was a Key Employee for any prior Plan Year, such Participants
Present Value of Accrued benefit and/or Aggregate Account balance shall not be
taken into account for purposes of determining whether this Plan is a Top Heavy
or Super Top Heavy Plan (or whether any Aggregation Group which includes this
Plan is a Top Heavy Group).  In
addition, if a Participant or Former Participant has not performed any services
for any Employer maintaining the Plan at any time during the five year period
ending on the Determination Date, any accrued benefit for such Participant or
Former Participant shall not be taken into account for the purposes of
determining whether this Plan is a Top Heavy or Super Top Heavy Plan.  (b)  This Plan shall be a Super Top Heavy Plan for
any Plan Year in which, as of the Determination Date, (1) the Present Value of
Accrued Benefits of Key Employees and (2) the sum of the Aggregate Accounts of
Key Employees under this Plan and all plans of an Aggregation Group, exceeds
ninety percent (90%) of the Present Value of Accrued Benefits and the Aggregate
Accounts of all Key and Non-Key Employees under this Plan and all plans of an
Aggregation Group.  (c)  Aggregate Account:  A Participants Aggregate Account as of the Determination Date is
the sum of:  (1)     his Participants Account balance as of the
most recent valuation occurring within a twelve (12) month period ending on the
Determination Date.  (2)     an adjustment for any contributions due as
of the Determination Date.  Such
adjustment shall be the amount of any contributions actually made after the
valuation date but due on or before the Determination Date, except for the
first Plan Year when such adjustment shall also reflect the amount of any
contributions made after the Determination Date that are allocated as of a date
in that first Plan Year.  11 
   (3)     any Plan distributions made within the Plan
Year that includes the Determination Date or within the four (4) preceding Plan
Years.  However, in the case of
distributions made after the valuation date and prior to the Determination
Date, such distributions are not included as distributions for top heavy
purposes to the extent that such distributions are already included in the
Participants Aggregate Account balance as of the valuation date.  Notwithstanding anything herein to the
contrary, all distributions, including distributions under a terminated plan
which if it had not been terminated would have been required to be included in
an Aggregation Group, will be included in an Aggregation Group, will be
counted.  Further, distributions from
the Plan of a Participants account balance because of death shall be treated
as a distribution for the purposes of this paragraph.  (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 as
part of the Participants Aggregate Account balance.  (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 rollover or
plan-to-plan transfer, it shall not be counted as a distribution for purposes
of this Section.  If this Plan is the
plan accepting such rollover or plan-to-plan transfer, it shall consider such
rollover or plan-to-plan transfer as part of the Participants Account balance,
irrespective of the date on which such rollover or plan-to-plan transfer is
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) and (o) are treated as
the same employer.  (d)  Aggregation Group means either a Required
Aggregation Group or a Permissive Aggregation Group as hereinafter determined.  (1)     Required Aggregation Group:  In determining a Required Aggregation Group
hereunder, each plan of the Employer in which a Key Employee is a participant
in the Plan Year containing the Determination Date or any of the four preceding
Plan years, and each other plan of the Employer which enables any plan in which
a Key Employee participates to meet the requirements of Code Sections 401(a)(4)
or 410, will be required to be aggregated. 
Such group shall be known as a Required Aggregation Group.  In the case of
a Required Aggregation Group, each plan in the group will be considered a Top
Heavy Plan if the Required Aggregation Group is a Top Heavy Group.  No plan in the Required Aggregation Group
will be  12 
   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 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 endings on the Determination Date.  (e)  Determination Date means (a) the last day of
the preceding Plan Year, or (b) in the case of the first Plan Year, the last
day of such Plan Year.  (f)   Present Value of Accrued
Benefit:  In the case of a defined
benefit plan, the Present Value of Accrued Benefit for a Participant other than
a Key Employee, shall be as determined using the single accrual method used for
all plans of the Employer and Affiliated Employers, or if no such single method
exists, using a method which results in benefits accruing not more rapidly than
the slowest accrual rate permitted under Code Section 411(b)(1)(C).  The determination of the Present Value of
Accrued Benefit shall be determined as of the most recent valuation date that
falls within or ends with the 12-month period ending on the Determination Date
except as provided in Code Section 416 and the Regulations thereunder for the
first and second plan years of a defined benefit plan.  (g)  Top Heavy Group means an Aggregation Group
in which, as of the determination Date, the sum of:  (1)     the Present Value of Accrued Benefits of
Key Employees under all defined benefit plans included in the group, and  (2)     the Aggregate Accounts of Key Employees
under all defined contribution plans included in the group, exceeds sixty
percent (60%) of a similar sum determined from all Participants.  13 
    2.3Powers and Responsibilities of the Employer  (a)  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 assure 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.  (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 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 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.  (d)  The Employer will furnish Plan Fiduciaries and
Participants with notices and information statements when voting rights must be
exercised pursuant to Section 8.5.  2.4Designation of Administrative
Authority  The Employer shall appoint one or more
Administrators.  Any person, including,
but not limited to, the Employees of the Employer, shall be eligible to serve
as an Administrator.  Any person so
appointed shall signify his acceptance by filing written acceptance with the
Employer.  An Administrator may resign
by delivering his written resignation to the Employer or be removed by the
Employer by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the Administrator if no date is
specified.  The Employer, upon the resignation or removal
of an Administrator, shall promptly designate in writing a successor to this
position.  If the Employer does not
appoint an Administrator, the Employer will function as the Administrator.  2.5Allocation and Delegation of Responsibilities  If more than one person is appointed as
Administrator, the responsibilities of each Administrator may be specified by
the Employer and accepted in writing by each Administrator.  In the event that no such delegation is made
by the Employer, the Administrators may allocate the responsibilities among
themselves, in which event the Administrators shall notify the Employer and the
Trustee in writing of such action and specify the responsibilities of each
Administrator.  The Trustee thereafter
shall accept and rely upon any documents executed by the  14 
   appropriate Administrator until
such time as the Employer or the Administrators file with the Trustee a written
revocation of such designation.  2.6Powers and Duties of
the Administrator  The primary responsibility of the
Administrator is to administer the Plan for the exclusive benefit of the
Participants and their Beneficiaries, subject to the specific terms of the
Plan.  The Administrator shall administer
the Plan in accordance with its terms and shall have the power and discretion
to construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the
Plan.  Any such determination by the
Administrator shall be conclusive and binding upon all persons.  The Administrator may establish procedures,
correct any defect, supply any information, or reconcile any inconsistency in
such manner and to such extent as shall be deemed necessary or advisable to
carry out the purpose of the Plan; provided, however, that any procedure,
discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied and
shall be consistent with the intent that the Plan shall continue to be deemed a
qualified plan under the terms of Code Section 401(a), and shall comply with
the terms of the Act and all regulations issued pursuant thereto.  The Administrator shall have all powers
necessary or appropriate to accomplish his duties under this Plan.  The Administrator shall be charged with the
duties of the general administration of the Plan, including, but not limited
to, the following:  (a)  the discretion to determine all questions
relating to the eligibility of Employees to participate or remain a Participant
hereunder and to receive benefits under the Plan;  (b)  to compute, certify, and direct the Trustee
with respect to the amount and the kind of benefits to which any Participant
shall be entitled hereunder;  (c)  to authorize and direct the Trustee with
respect to all nondiscretionary or otherwise directed disbursements from the
Trust;  (d)  to maintain all necessary records for the
administration of the Plan;  (e)  to interpret the provisions of the Plan and to
make and publish such rules for regulation of the Plan as are consistent with
the terms hereof;  (f)   to determine the size and type of any
Contract to be purchased from any insurer, and to designate the insurer from
which such Contract shall be purchased;  (g)  to compute and certify to the Employer and to
the Trustee from time-to-time the sums of money necessary or desirable to be
contributed to the Plan;  (h)  to consult with the Employer and the Trustee
regarding the short and long-term liquidity needs of the Plan in order that the
Trustee can exercise any investment discretion in a manner designed to
accomplish specific objectives;  (i)   to establish and communicate to participants
a procedure and method to insure that each Participant will vote Company Stock
allocated to such Participants Company Stock Account pursuant to Section 8.5;  (j)   to assist any Participant regarding his
rights, benefits, or elections available under the Plan.  15 
   2.7Records and Reports  The Administrator shall keep a record of all
actions taken and shall keep all other books of account, records, 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.  2.8Appointment of
Advisors  The Administrator, or the Trustee with the
consent of the Administrator, may appoint counsel, specialists, advisors, and
other persons as the Administrator or the Trustee deems necessary or desirable
in connection with the administration or this Plan.  2.9Information From
Employer  To enable the Administrator to perform his
functions, the Employer shall supply full and timely information to the
Administrator on all matters relating to the Compensation of all Participants,
their Hours of Services, their Years of Service, their retirement, death,
disability, or termination of employment, and such other pertinent facts as the
Administrator may require; and the Administrator shall advise the Trustee of
such of the foregoing facts as may be pertinent to the Trustees duties under
the Plan.  The Administrator may rely
upon such information as is supplied by the Employer and shall have no duty or
responsibility to verify such information.  2.10Payment 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, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs
of administering the Plan.  Until paid,
the expenses shall constitute a liability of the Trust Fund.  2.11Majority Actions  Except where there has been an allocation and
delegation of administrative authority pursuant to Section 2.5, if there shall
be more than one Administrator, they shall act by a majority of their number,
but may authorize one or more of them to sign all papers on their behalf.  2.12Claims Procedure  Claims for benefits under the Plan may be
filed in writing with the Administrator. 
Written notice of the disposition of a claim shall be furnished to the
claimant within 90 days after the application is filed.  In the event the claim is denied, the
reasons for the denial shall be specifically set forth in the notice in
language calculated to be understood by the claimant, pertinent provisions of
the Plan shall be cited, and, where appropriate, an explanation as to how the
claimant can perfect the claim will be provided.  In addition, the claimant shall be furnished with an explanation
of the Plans claims review procedure.  16 
   2.13Claims 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 2.12 shall be entitled to request the Administrator to give
further consideration to his claim by filing with the Administrator (on a form
which may be obtained from the Administrator) a request for a hearing.  Such request, together with a written
statement of the reasons why the claimant believes his claim should be allowed,
shall be filed with the Administrator no later than 60 days after receipt of
the written notification provided for in Section 2.12.  The Administrator shall then conduct a
hearing within the next 60 days, at which the claimant may be represented by an
attorney or any other representative of his choosing and at which the claimant
shall have an opportunity to submit written and oral evidence and arguments in
support of his claim.  At the hearing
(or prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all
documents in the possession of the Administrator which are pertinent to the
claim at issue and its disallowance. 
Either the claimant or the Administrator may cause a court reporter to
attend the hearing and record the proceedings. 
In such event, a complete written transcript of the proceedings shall be
borne by the party causing the court reporter to attend the hearing.  A final decision as to the allowance of the
claim shall be made by the Administrator within 60 days of receipt of the
appeal (unless there has been an extension of 60 days due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the 60 day period).  Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.  17 
   ARTICLE
III ELIGIBILITY  3.1Conditions of
Eligibility  Any Eligible Employee who has completed
ninety (90) days of Service and has attained age 21 shall be eligible to
participate hereunder as of the date he has satisfied such requirements.  An Eligible Employee will be deemed to have
completed ninety (90) days of Service if he is in the employ of the Employer at
any time ninety (90) days after his employment commencement date.  Notwithstanding the foregoing, any Employee
who was a Participant in the Plan on the last day of the Plan Year prior to the
general effective date of this amendment and restatement shall continue to
participate in the Plan without interruption.  3.2Effective
Date of Participation  An Eligible Employee shall become a
participant effective as of the first day of January, April, July or October
coinciding with or next following the date such Employee met the eligibility
requirements of Section 3.1, provided said Employee was still employed as of
such date (or if not employed on such date, as of the date of rehire if a
1-Year Break in Service has not occurred).  3.3Determination
of Eligibility  The Administrator shall determine the
eligibility of each Employee for participation in the Plan based upon
information furnished by the Employer. 
Such determination shall be conclusive and binding upon all persons, as
long as the same is made pursuant to the Plan and the Act.  Such determination shall be subject to
review per Section 2.13.  3.4Termination of
Eligibility  (a)  In the event a Participant shall go from a
classification of an Eligible Employee to an ineligible Employee, such Former
Participant shall continue to vest in his interest in the Plan for each Year of
Service completed while a noneligible Employee, until such time as his
Participants Account shall be forfeited or distributed pursuant to the terms
of the Plan.  Additionally, his interest
in the Plan shall continue to share in the earnings of the Trust Fund.  (b)  In the event a Participant is no longer a
member of an eligible class of Employees and becomes ineligible to participate
but has not incurred a 1-Year Break in Service, such Employee will participate
immediately upon returning to an eligible class of Employees.  If such Participant incurs a 1-Year Break in
Service, eligibility will be determined under the break in service rules of the
Plan.  3.5Omission of
Eligible Employee  If, in any Plan Year, any Employee who should
be included as a Participant in the Plan is erroneously omitted and discovery
of such omission is not made until after a contribution by his Employer for the
year has been made, the Employer shall make a subsequent contribution with
respect to the omitted Employee in the amount which the said Employer would
have contributed with respect to him had he not been omitted.  Such contribution shall be made regardless
of whether or not it is applicable provisions of the Code.  18 
   3.6Inclusion
of Ineligible Employee  If, in any Plan Year, any person who should
not have been included as a Participant in the Plan is erroneously included and
discovery of such incorrect inclusion is not made until after a contribution
for the year has been made, the Employer shall not be entitled to recover the
contribution made with respect to the ineligible person regardless of whether
or not a deduction is allowable with respect to such contribution.  In such event, the amount contributed with
respect to the ineligible person shall constitute a Forfeiture for the Plan
Year in which the discovery is made.  3.7Election Not to
Participate  An Employee may, subject to the approval of
the Employer, elect voluntarily not to participate in the Plan.  The election not to participate must be
communicated to the Employer, in writing, at least thirty (30) days before the
beginning of a Plan Year.  19 
   ARTICLE IV CONTRIBUTION AND ALLOCATION  4.1Formula
for Determining Employers Contributions  For each Plan year, the Employer shall
contribute to the Plan:  (a)  A discretionary amount out of its current or
accumulated Net Profit, which amount shall be deemed an Employer Contribution.  (b)  Notwithstanding the foregoing, however, the
Employers Contributions for any Plan Year shall not exceed the maximum amount
allowable as a deduction to the Employer under the provisions of Code Section
404.  All contributions by the Employer
shall be made in cash, Company Stock or in such property as is acceptable to
the Trustee.  (c)  Except, however, to the extent necessary to
provide the top heavy minimum allocations, the Employer shall make a
contribution even if it exceeds current accumulated Net Profit or the amount
which is deductible under Code Section 404.  4.2Time
of Payment of Employer Contribution  Employer contributions will be paid in cash,
Company Stock or other property as the Employer may from time to time
determine.  Company Stock and other
property will be valued at their then fair market value.  The Employer shall generally pay to the
Trustee its contribution to the Plan for each Plan Year, within the time
prescribed by law, including extensions of time, for the filing of the
Employers federal income tax return for the Fiscal Year.  4.3Allocation of Contribution, Forfeitures and Earnings  (a)  The Administrator shall establish and maintain
an account in the name of each Participant to which the Administrator shall
credit as of each Anniversary Date all amounts allocated to each such
participant as set forth herein.  (b)  The Employer shall provide the Administrator
with all information required by the Administrator to make a proper allocation
of the Employers Contributions for each Plan Year.  Within a reasonable period of time after the date of receipt by
the Administrator of such information, the Administrator shall allocate such
contribution as follows:  (1)     With respect to the Employer Contribution
made pursuant to Section 4.1(a), to each Participants Account in the same
proportion that each such Participants Compensation for the year bears to the
total Compensation of all Participants for such year.  Only Participants who have completed a Year
of Service during the Plan Year shall be eligible to share in the Employer
Contribution for the Plan Year.  (c)  The Company Stock Account of each Participant
shall be credited as of each Anniversary Date with Forfeitures of Company Stock
and his Allocable  20 
   share of
Company Stock (including fractional shares) purchased and paid for by the Plan
or contributed in kind by the Employer. 
Stock dividends on Company Stock held in his Company Stock Account shall
be credited to his Company Stock Account when paid.  Cash dividends on Company Stock held in his Company Stock Account
shall, in the sole discretion of the Administrator, either be credited to his
Other Investments Account when paid or be used to repay an Exempt Loan;
provided, however, that when cash dividends are used to repay an Exempt Loan,
Company Stock shall be released from the Unallocated Company Stock Suspense
Account and allocated to the Participants Company Stock Account pursuant to
Section 4.3(f) and, provided further, that Company Stock allocated to the
Participants Company Stock Account shall have a fair market value not less
than the amount of cash dividends which would have been allocated to such
Participants Other Investments Account for the year.  Company Stock acquired by the Plan with the proceeds of an Exempt Loan
shall only be allocated to each Participants Company Stock Account upon
release from the Unallocated Company Stock Suspense Account as provided in
Section 4.3(f) herein.  Company Stock
acquired with the proceeds of an Exempt Loan shall be an asset of the Trust
Fund and maintained in the Unallocated Company Stock Suspense Account.  (d)  As of each Anniversary Date or other valuation
date, before the current valuation period allocation of Employer contributions
and after allocation of Forfeitures, any earnings or losses (net appreciation
or net depreciation) of the Trust Fund shall be allocated in the same
proportion that each Participants and Former Participants nonsegregated
accounts (other than each Participants Company Stock Account) bear to the
total of all Participants and Former Participants nonsegregated accounts
(other than Participants Company Stock Accounts) as of such date.  Earnings or losses do not include the interest paid under any
installment contract for the purchase of Company Stock by the Trust Fund or on
any loan used by the Trust Fund to purchase Company Stock, nor does it include
income received by the Trust Fund with respect to Company Stock acquired with
the proceeds of an Exempt Loan; all income received by the Trust Fund from
Company Stock acquired with the proceeds of an Exempt Loan may, at the
discretion of the Administrator, be used to repay such loan.  Participants transfers from other qualified plans deposited in the
general Trust Fund shall share in any earnings and losses (net appreciation or
net depreciation) of the Trust Fund in the same manner provided above.  Each segregated account maintained on behalf
of a Participant shall be credited or charged with its separate earnings and
losses.  (e)  Participants accounts shall be debited for
any insurance or annuity premiums paid, if any, and credited with any dividends
received on insurance contracts.  (f)   All Company Stock acquired by the Plan with
the proceeds on an Exempt Loan must be added to and maintained in the
Unallocated Company Stock Suspense Account. 
Such Company Stock shall be released and withdrawn from that account as
if all Company Stock in that account were encumbered.  For each  21 
   Plan Year
during the duration of the loan, the number of shares of Company Stock released
shall equal the number of encumbered shares held immediately before release for
the current Plan Year multiplied by a fraction, the numerator for which is the
amount of principal and interest paid for the Plan Year and the denominator of
which is the sum of the numerator plus the principal and interest to be paid
for all future Plan Years.  As of each
Anniversary Date, the Plan must consistently allocate to each Participants
Account, in the same manner as Employer Contributions pursuant to Section
4.1(a) are allocated, non-monetary units (shares and fractional shares of
Company Stock) representing each Participants interest in Company Stock
withdrawn from the Unallocated Company Stock Suspense Account.  However, Company Stock released from the
Unallocated Company Stock Suspense Account with cash dividends pursuant to
Section 4.3(c) shall be allocated to each Participants Company Stock Account
in the same proportion that each such Participants number of shares of Company
Stock sharing in such cash dividends bears to the total number of shares of all
Participants Company Stock sharing in such cash dividends.  Income earned with respect to Company Stock
in the Unallocated Company Stock Suspense Account shall be used, at the
discretion of the Administrator, to repay the Exempt Loan used to purchase such
Company Stock.  Company Stock released
from the Unallocated Company Stock Suspense Account with such income, and any
income which is not so used, shall be allocated as of each Anniversary Date or
other valuation date in the same proportion that each Participants and Former
Participants nonsegregated accounts after the allocation of any earnings of
losses pursuant to Section 4.4(d) bear to the total of all Participants and
Former Participants nonsegregated accounts after the allocation of any
earnings or losses pursuant to Section 4.3(d).  (g)  As of each Anniversary Date any amounts which
became Forfeitures since the last Anniversary Date shall first be made available
to reinstate previously forfeited account balances of Former Participants, if
any, in accordance with Section 7.4(g)(2). 
The remaining Forfeitures, if any shall be allocated to Participants
Accounts and used to reduce the contribution of the Employer hereunder for the
Plan Year in which such Forfeitures occur in the following manner:  (1)     Forfeitures attributable to Employer
Contributions made pursuant to Section 4.1(a) shall be added to the Employer
Contribution for the Plan Year in which such Forfeitures occur and allocated
among the Participants Accounts in the same manner as the Employer
Contributions.  Provided, however, that in the event the allocation of Forfeitures
provided herein shall cause the annual addition (as defined in Section 4.9) to
any Participants Account to exceed the amount allowable by the Code, the
excess shall be reallocated in accordance with Section 4.10.  (h)  For any Top Heavy Plan Year, Non-Key Employees
not otherwise eligible to share in the allocation of contributions and
Forfeitures as provided above, shall receive the minimum allocation provided
for in Section 4.3(j) if eligible pursuant to the provisions of Section 4.3(l).  (i)   Participants who are not actively employed on
the last day of the Plan Year due to Retirement (Early, Normal or Late) or
death shall share in the  22 
   allocation of
contributions and Forfeitures for that Plan Year only if otherwise eligible in
accordance with this Section.  (j)   Minimum Allocations Required for Top Heavy
Plan Years: Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum
of the Employers Contributions and Forfeitures allocated to the Participants
Combined Account of each Non-Key Employee shall be equal to at least three
percent (3%) of such Non-Key Employees 415 Compensation (reduced by
contributions and forfeitures, if any, allocated to each Non-Key Employee in
any defined contribution plan included with this plan in a Required Aggregation
Group).  However, if (1) the sum of the
Employers Contributions and Forfeitures allocated to the Participants
combined Account of each Key Employee for such Top Heavy Plan Year is less than
three percent (3%) of each Key Employees 415 Compensation and (2) this Plan
is not required to be included in an Aggregation Group to enable a defined
benefit plan to meet the requirements of Code Section 401(a)(4) or 410, the sum
of the Employers Contributions and Forfeitures allocated to the Participants
Combined Account of each Non-Key Employee shall be equal to the largest
percentage allocated to the Participants Account of any Key Employee.  However, no such minimum allocation shall be required in this Plan for
any Non-Key Employee who participates in another defined contribution plan
subject to Code Section 412 providing such benefits included with this Plan in
a Required Aggregation Group.  (k)  For purposes of the minimum allocations set
forth above, the percentage allocated to the Participants Account of any Key
Employee shall be equal to the ratio of the sum of the Employers Contributions
and Forfeitures allocated on behalf of such Key Employee divided by the
Compensation for such Key Employee.  (l)   For any Top Heavy Plan Year, the minimum
allocations set forth above shall be allocated to the Participants Account of
all Non-Key Employees who are Participants and who are employed by the Employer
on the last day of the Plan Year, including Non-Key Employees who have failed
to complete a Year of Service.  (m) For the purposes of this Section,
Compensation shall be limited to $170,000, as adjusted by the Commissioner
for increases in the cost of living in accordance with Code Section
401(a)(17)(B).  The cost of living
adjustment in effect for a calendar year applies to any period, not exceeding
12 months, over which Compensation is determined (determination period)
beginning in such calendar year.  If a
determination period consists of fewer than 12 months, the annual compensation
limit will be multiplied by a fraction, the numerator of which is the number of
months in the determination period, and the denominator of which is 12.  (n)  If a Former Participant is reemployed after
five (5) consecutive 1-Year Breaks in Service, then separate accounts shall be
maintained as follows:  (1)     one account for nonforfeitable benefits
attributable to pre-break service; and  (2)     one account representing his status in the
Plan attributable to post-break service.  23 
   (o)  Notwithstanding anything to the contrary, for
any Plan Year, if this is a Plan that would otherwise fail to meet the
requirements of Code Sections 410(b)(1) or 410(b)(2)(A)(i) and the Regulations
thereunder because Employer Contributions would not be allocated to a
sufficient number or percentage of Participants for that Plan Year, then the
following rules shall apply:  (1)     The group of Participants eligible to share
in the Employers Contribution and Forfeitures 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, when compared to
similarly situated Participants, have completed the greatest number of Hours of
Service in the Plan Year.  (2)     If after application of paragraph (1)
above, the applicable test is still not satisfied, then the group of Participants
eligible to share in the Employer Contribution and Forfeitures for the Plan
Year shall be further expanded to include the minimum number of Participants
who are not 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 share shall be those
Participants, when compared to similarly situated Participants, who have
completed the greatest number of Hours of Service in the Plan Year before
terminating employment.  (3)     Nothing in this Section shall permit the
reduction of a Participants accrued benefit. 
Therefore any amounts that have previously been allocated to
Participants may not be reallocated to satisfy these requirements.  In such event, the Employer shall make an
additional contribution equal to the amount such affected Participants would
have received had they been included in the allocations, even if it exceeds the
amount which would be deductible under Code Section 404.  Any adjustment to the allocations pursuant
to this paragraph shall be considered a retroactive amendment adopted by the
last day of the Plan Year.  (4)     Notwithstanding the foregoing, for any Top
Heavy Plan Year, if the Plan would fail to satisfy Code Section 410(b) if the
coverage tests were applied by treating those Participants whose only
allocation would otherwise be provided under the top heavy formula as if they
were not currently benefiting under the Plan, then, for purposes of this
Section 4.3(p), such Participants shall be treated as not benefiting and shall
therefore be eligible to be included in the expanded class of Participants who
will share in the allocation provided under the Plans non top heavy formula.  24 
   4.4Maximum Annual
Additions  (a)  Effective January 1, 1995, in no event may a
Participants annual additions to all defined contribution plans maintained by
the Employer and allocated to a Participants Accounts in a given Limitation
Year exceed the lesser of:  (i)      Twenty-five percent (25%) of his
Compensation; or  (ii)     $30,000 (as adjusted for cost of living
increases pursuant to Sections 415(c)(1), 415(d)(1) and 415(d)(3) of the Code).  (b)  For purposes of the foregoing limitations,
annual additions include:  (i)      Employer Contributions,  (ii)     Employee Contributions, if any not
including roll-over amounts as defined in Section 402(c) of the Code,  (iii)    Forfeitures, and  (iv)    Amounts allocated to individual medical
accounts as defined in Section 415(1)(2) of the Code and accounts of key
employees to provide post retirement medical benefits as defined in Section
418A(d)(1) of the Code, except as such amounts may have already been treated as
annual additions under another provision of this sub-section.  (c)  Pursuant to Code Section 415(c)(6), provided
that no more than 1/3 of the Contribution for a given Plan Year is allocated to
the Accounts of Highly Compensated Employees, the annual addition for such
Limitation Year will include neither Contributions applied by the Trustee to
service interest on an ESOP Loan nor Forfeitures of Financed Shares.  (d)  For purposes of determining annual additions
Forfeitures of Company Stock shall be valued as of the Anniversary Date for
which the allocation is being made.  (e)  For purposes of this Section, effective
January 1, 1998, compensation shall mean a Participants earned income, wages,
salaries, and fees for professional services, and other amounts received for
personal service actually rendered in the course of employment with the
employer maintaining the Plan (including, but not limited to, commissions paid
salesmen, compensation for services on a basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, any salary reduction elected
pursuant to any employee benefit plan as defined fin Section 401(k) of the
Code, any cafeteria plan as described in Section 125 of the Code, or any
deferred compensation plan as defined in Section 457 of the Code), and
excluding the following:  (i)      Employer contributions to a plan of
deferred compensation, other than as included above, which are not included in
the Employees gross income for the taxable year in which contributed or any
distributions from a plan of deferred compensation;  25 
   (ii)     Amounts realized from the exercise of a
non-qualified stock option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;  (iii)    Amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option; and  (iv)    Other amounts which received special tax
benefits, or contributions made by the Employer (whether or not under a salary
reduction agreement) towards the purchase of an annuity contract described in
Section 403(b) of the Code (Whether or not the amounts are actually excludible
from the gross income of the Employee.  (f)   If the limitation would be exceeded as to any
Participant for any Plan Year, the allocation to his Accounts for Limitation
Year will be reduced to an amount which would limit the total annual
additions to the maximum permitted.  (g)  Any amount by which Employer Contributions for
a Participant must be reduced under (i)(6) above will be reallocated to the
Accounts of the remaining Participants (under subsections(d) and (e) of this
Section 6) to the extent possible without exceeding the limitation with respect
to any other Participant.  (h)  The limits described in this Section shall
apply to all qualified contribution plans sponsored by the Employer in
aggregate.  To the extent these limits
would be exceeded in aggregate, adjustments shall be made to other defined
contribution plans before being made to this Plan.  (j)   Any Forfeitures which cannot be allocated to
any Participants Accounts by reason of this limitation will be credited to a
Forfeiture Suspense Account and treated (for allocation purposes) as
Forfeitures and allocated first for the succeeding Plan Year (or Years, if
necessary) until exhausted, provided that any such Forfeiture Suspense Account
will not share in the allocation of any income or other gains and losses of the
Trust except for changes in its own fair market value.  (k)  For the purpose of this Section, 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.  (l)   For the purpose of this Section, if the
Employer is a member of a controlled group of corporations, trades or
businesses under common control (as defined by Code Section 1563(a) or Code
Section 41(b) and (c) as modified by Code Section 415(h)), is a member of an
affiliated service group (as defined by Code Section 414(m)), or is a member of
a group of entities required to be  26 
   aggregated
pursuant to Regulations under Code Section 414(o), all Employees of such
Employers shall be considered to be employed by a single Employer.  (m) For the purpose of this Section, if this Plan
is a Code Section 413(c) plan, all Employers of a Participant who maintain this
Plan will be considered to be a single Employer.  (n)(1)     If a Participant participates in more than
one defined contribution plan maintained by the employer which have different
Anniversary Dates, the maximum annual additions under this Plan shall equal the
maximum annual additions for the limitation year minus any annual
additions previously credited to such Participants Accounts during the
limitation year.  (2)     If a Participant participates in both a
defined contribution plan subject to Code Section 412 and a defined
contribution plan not subject to Code Section 412 maintained by the Employer
which have the same Anniversary Date, annual additions will be credited to
the Participants accounts under the defined contribution plan subject to Code Section
412 prior to crediting annual additions to the Participants accounts under
the defined contribution plan not subject to Code Section 412.  (3)     If a Participant participates in more than
one defined contribution plan not subject to Code Section 412 maintained by the
Employer which have the same Anniversary Date, the maximum annual additions
under this Plan shall equal the product of (A) the maximum annual additions
for the limitation year minus any annual additions previously credited under
subparagraphs (1) or (2) above, multiplied by (B) a fraction (i) the numerator
of which is the annual additions which would be credited to such
Participants accounts under this Plan without regard to the limitations of
Code Section 415 and (ii) the denominator of which is such annual additions
for all plans described in this subparagraph.  (o)  Effective only for Plan Years Commencing prior
to January 1, 2000, if an Employee is (or has been) a Participant in one or
more defined benefit plans and one or more defined contribution plans
maintained by the Employer, the sum of the defined benefit plan fraction and
the defined contribution plan fraction for any limitation year may not exceed
1.0.  (1)     The defined benefit plan fraction for any
limitation year is a fraction, the numerator of which is the sum of the
Participants projected annual benefits under all the defined benefit plans
(whether or not terminated) maintained by the Employer, and the denominator of
which is the lesser or 125 percent  of
the dollar limitation determined for the limitation year under Code Sections
415(b) and (d) or 140 percent of the highest average compensation, including
any adjustment under Code Section 415(b).  (2)     Notwithstanding the above, if the
Participant was a Participant as of the first day of the first limitation
year beginning after December 31, 1986, in one or more defined benefit plans
maintained by the Employer which were in existence on May 6, 1986, the
denominator or this fraction  27 
   will not be
less than 125 percent of the sum of the annual benefits before January 1, 1987,
disregarding any changes in the terms and conditions of the plan after May 5,
1986.  The preceding sentence applies
only if the defined plans individually and in the aggregate satisfied  the requirements of Code Section 415 for all
limitation years beginning before January 1, 1986  (3)     The defined contribution plan fraction for
any limitation year is a fraction, the numerator of which is the sum of the
annual additions to the Participants Account under all the defined
contribution plans (whether or not terminated) maintained by the Employer for
the current and all prior limitation years (including the annual additions
attributable to the Participants nondeductible Employee contributions to all
defined benefit plans, whether or not terminated, maintained by the Employer,
and the annual additions attributable to all welfare benefit funds, as defined
in Code Section 419 9(e), and individual medical accounts, as defined in Code
Section 415(1)(2), maintained by the Employer), and the denominator of which is
the sum of the maximum aggregate amounts for the current and all prior
Limitation years of service with the Employer (regardless of whether a
defined contribution plan was maintained by the Employer).  The maximum aggregate amount in any
limitation year is the lesser of 125 percent of the dollar limitation
determined under Code Sections 415(b) and (d) in effect under Code Section 415(c)(1)(A)
or 35 percent of the Participants Compensation for such year.  (4)     If the Employee was a Participant as of the
end of the first day of the first limitation year beginning after December
31, 1986, in one or more defined contribution plans maintained by the employer
which were in existence on May 6, 1986, the numerator of this fraction will be
adjusted if the sum of this fraction and the defined benefit fraction would
otherwise exceed 1.0 under the terms of this Plan.  Under the adjustment, an amount equal to the product of (1) the
excess of the sum of the fractions over 1.0 times (2) the denominator of this
fraction, will be permanently subtracted from the numerator of this
fraction.  The adjustment is calculated
using the fractions as they would be computed as of the end of the last
limitation year beginning before January 1, 1987, and disregarding any
changes in the terms and conditions of the Plan made after May 5, 1986, but
using the Code Section 415 limitation applicable to the first limitation year
beginning on or after January 1, 1987 shall not be computed to treat all
Employee contributions as annual additions.  (5)     Notwithstanding the foregoing, for any
limitation year in which the Plan is a Top Heavy Plan, 100 percent shall be
substituted for 125 percent in Sections 4.9(1) and 4.9(m) unless the extra
minimum allocation is being provided pursuant to Section 4.4. However, for any
limitation year in which the Plan is a Super Top Heavy Plan, 100percent shall
be substituted for 125 percent in any event.  (p)  Notwithstanding anything contained in this
Section to the contrary, the limitations, adjustments and other requirements
prescribed in this Section shall at  28 
   all times
comply with the provisions of Code Section 415 and the Regulations thereunder,
the terms of which are specifically incorporated herein by reference.  4.5Diversification  (a)  Each Qualified Participant may elect within
ninety (90) days after the close of each Plan Year during the Qualified
Election Period to direct the Trustee in writing as to the investment of 25
percent of the total number of shares of Company Stock acquired by or
contribute to the Plan that have ever been allocated to such Qualified
Participants Company Stock Account (reduced by the number of shares of
Company Stock previously invested pursuant to a prior election).  In the case of the election year in which
the Participant can make his last election, the preceding sentence shall be
applied by substituting 50 percent for 25 percent.  If the Qualified Participant elects to
direct the Trustee as to the investment of his Company Stock Account, such
direction shall be effective no later than 180 days after the close of the Plan
Year to which such direction applies. 
In lieu of directing the Trustee as to the investment of his Company
Stock Account, the Qualified Participant may elect a distribution in cash or
Company Stock of the portion of his Company Stock Account covered by the
election within ninety (90) days after the last day of the period during with
the election can be made.  Notwithstanding the above, if the fair market value (determined
pursuant to Section 6.1 at the Plan valuation date immediately preceding the
first day on which a Qualified Participant is eligible to make an election)
of Company Stock acquired by or contributed to the Plan and allocated to a
Qualified Participants Company Stock Account is $500 or less, then such
Company Stock shall not be subject to this paragraph.  For purposes of determining whether the fair market value exceeds
$500, Company Stock held in accounts of all employee stock owner ship plans (as
defined in Code Section 4975(e)(7)) and tax credit employee stock ownership
plans (as defined in Code 409(a)) maintained by the Employer or any Affiliated
Employer shall be considered as held by the Plan.  (b)  For the purposes of this Section the following
definitions shall apply:  (1)     Qualified Participant means any
Participant or Former Participant who has completed ten (10) Plan Years of
Service as a Participant and has attained age 55.  (2)     Qualified Election Period means the six
(6) Plan year period beginning with the first Plan Year in which the
Participant first became a Qualified Participant.  29 
   ARTICLE V FUNDING AND INVESTMENT POLICY 5.1Investment Policy  (a)  The Plan is designed to invest primarily in
Company Stock.  (b)  With due regard to subparagraph (a) above, the
Administrator may also direct the Trustee to invest funds under the Plan in
other property described in the Trust or in life insurance policies to the
extent permitted by subparagraph (c) below, or the Trustee may hold such funds
in cash or cash equivalents.  (c)  With due regard to subparagraph (a) above, the
Administrator may also direct the Trustee to invest funds under the Plan in
insurance policies on the life of any keyman Employee.  The proceeds of a keyman insurance policy
may not be used for the repayment of any indebtedness owed by the Plan which is
secured by Company Stock.  In the event
any keyman insurance is purchased by the Trustee, the premiums paid thereon
during any Plan Year, net of any policy dividends and increases in cash
surrender values, shall be treated as the cost of Plan investment and any death
benefit or cash surrender value received shall be treated as proceeds from an
investment of the Plan.  (d)  The Plan may not obligate itself to acquire
Company Stock under a put option binding upon the plan.  However, at the time a put option is
exercised, the Plan may be given an option to assume the rights and obligations
of the Employer under a put option binding upon the Employer.  (e)  All purchases of Company Stock shall be made
at a price which, in the judgment of the Administrator, does not exceed the
fair market value thereof.  All sales of
Company Stock shall be made at a price which, in the judgment of the
Administrator, is not less than the fair market value thereof.  The valuation rules set forth in Article VI
shall be applicable.  5.2Application of Cash  Employer contributions in cash and other cash
received by the Trust Fund shall first be applied to pay any Current
Obligations of the Trust Fund.  5.3Transactions
Involving Company Stock  (a)  No portion of the Trust Fund attributable to
(or allocable in lieu of) Company Stock acquired by the Plan in a sale to which
Code Section 1042 applied may accrue or be allocated directly or indirectly
under any plan maintained by the Employer meeting the requirements of Code
Section 401(a):  (1)     during the Nonallocation Period, for the
benefit of  (i)          any taxpayer who makes an election
under Code Section 1042(a) with respect to Company Stock,  (ii)         any individual who is related to the
taxpayer (within the meaning of Code Section 267(b)), or  30 
   (2)     for the benefit of any other person who
owns (after application of Code Section 318(a) applied without regard to the
employee trust exception in Code Section 3l8(a)(2)(B)(i)) more than 25 percent
of  (i)          any class of outstanding stock of the
Employer or Affiliated Employer which issued such Company Stock, or  (ii)         the total value of any class of
outstanding stock of the Employer or Affiliated Employer.  (b)  Except, however, subparagraph (a)(1)(ii) above
shall not apply to lineal descendants of the taxpayer, provided that the
aggregate amount allocated to the benefit of all such lineal descendants during
the Nonallocation Period does not exceed more than five (5) percent of the
Company Stock (or amounts allocated in lieu thereof) held by the Plan which are
attributable to a sale to the Plan by any person related to such descendants
(within the meaning of Code Section 267(c)(4)) in a transaction to which Code
Section 1042 is applied.  (c)  A person shall be treated as failing to meet
the stock ownership limitation under paragraph (a)(2) above if such person
fails such limitation:  (1)     at any time during the one (1) year period
ending on the date of sale of Company Stock to the Plan, or  (2)     on the date as of which Company Stock is
allocated to Participants in the Plan.  (d)  For purposes of this Section, Nonallocation
Period means the period beginning on the date of the sale of the Company Stock
and ending on the late of:  (1)     the data which is ten (10) years after the
date of sale, or  (2)the
date of the Plan allocation attributable to the final payment of the Exempt
Loan incurred in connection with such sale.  5.4           Loans to the Trust  (a)  The Plan may borrow money for any lawful
purpose, provided the proceeds of an Exempt Loan are used within a reasonable
time after receipt only for any or all of the following purposes:  (1)     To acquire Company Stock.  (2)     To repay such loan.  (3)     To repay a prior Exempt Loan.  (b)  All loans to the Trust which are made or
guaranteed by a disqualified person must satisfy all requirements applicable to
Exempt Loans including but not limited to the following:  31 
   (1)     The loan must be at a reasonable rate of
interest;  (2)     Any collateral to the creditor by the Plan
shall consist only of the Company Stock purchased with the borrowed funds;  (3)     Under the terms of the loan, any pledge of
Company Stock shall provide for the release of shares so pledged on a pro-rata
basis pursuant to Section 4.3(f);  (4)     Under the terms of the loans, the creditor
shall have no recourse against the Plan except with respect to such collateral,
earnings attributable to such collateral, Employer contributions (other than
contributions of Company Stock) that are made to meet Current Obligations and
earnings attributable to such contributions;  (5)     The loan must be for a specific term and
may not be payable at the demand of any person, except in the case of default;.  (6)     In the event of default upon an Exempt
Loan, the value of the Trust Fund transferred in satisfaction of the Exempt
Loan shall not exceed the amount of default. If the lender is a disqualified
person, as Exempt Loan shall provide for a transfer of Trust Funds upon default
only upon and to the extent of the failure of the Plan to meet the payment
schedule of the Exempt Loan;  (7)     Exempt Loan payments during a Plan Year
must not exceed an amount equal to: (A) the sum, over all Plan Years, of all
contributions and cash dividends paid by the Employer to the Plan with respect
to such Exempt Loan and earnings on such Employer contributions and cash
dividends and earnings until the Exempt Lean is repaid.  (c)  For purposes of this Section, the term
disqualified person means a person who is a Fiduciary, a person providing
services to the Plan, an Employer any of whose Employees are covered by the
Plan, an employee organization any of whose member are covered by the Plan, an
owner, direct or indirect, of 50% or more of the total combined voting power of
all classes of voting stock or of the total value of all classes of the stock,
or an officer, director, 10% or more shareholder, or a Highly Compensated  Employee.  32 
   ARTICLE
VI VALUATIONS  6.1Valuation of the
Trust Fund  The Administrator shall direct the Trustee,
as of each Anniversary Date, and at such other date or dates deemed necessary
by the Administrator, herein called valuation date, to determine the net worth
of the assets comprising the Trust Fund as it exists on the valuation
date.  In determining such net worth,
the Trustee shall value the assets comprising the Trust Fund at their fair
market value as of the valuation date and shall deduct all expenses for which
the Trustee has not yet obtained reimbursement from the Employer or the Trust
Fund.  6.2Method of Valuation  Valuations must be made is good faith and
based on all relevant factors for determining the fair market value of
securities. In the case of a transaction between a plan and a disqualified
person, value must be determined as of the data of the transaction. For all
other Plan purposes, value must be determined as of the most recent valuation
date under the Plan. An independent appraisal will not in itself be a good
faith determination of value in the case of a transaction between the Plan and
a disqualified person. However, in other cases, a determination of fair market
value based on at least an annual appraisal independently arrived at by a
person who customarily makes appraisals for such purposes and who is
independent of any party to the transaction will be deemed to be a good faith
determination for value. Company Stock not readily tradeable on an established
securities market shall be valued by an independent appraiser meeting
requirements similar to the requirements of the Regulations prescribed under
Code Section 170(a)(1). Notwithstanding anything in this Plan to the contrary,
determination, of the fair market value of Company Stock will in all cases be
made based on the opinion of an independent third-party appraiser experienced
in valuing the securities of closely held companies for ESOP purposes as
required by Code Section 401(a)(28)(C).  33 
   ARTICLE VII DETERMINATION AND DISTRIBUTION OF BENEFITS  7.1Determination
of Benefits Upon Retirement  Every Participant may terminate his
employment with the Employer and retire for the purposes hereof on his Normal
Retirement Date or Early Retirement Data. 
However, a Participant may postpone the termination of his employment
with the Employer to a later date, in which event the participation of such
Participant in the Plan, including the right to receive allocations pursuant to
Section 4.3, shall continue until his Late Retirement Date. Upon a
Participants Retirement Date, or as soon thereafter as is practicable, the
Trustee shall distribute all amounts credited to such Participants Account in
accordance with Sections 7.5 and 7.6.  7.2Determination
of Benefits Upon Death  (a)  Upon the death of a participant before his
Retirement Date or other termination of his employment, all amounts credited to
such Participants Combined Account shall become fully Vested. If elected,
distribution of the Participants Combined Account shall commence not later
than one (1) year after the close of the Plan Year in which such Participants
death occurs. The Administrator shall direct the Trustee, in accordance with
the provisions of Sections 7.5 and 7.6, to distribute the value of the deceased
Participants accounts to the Participants Beneficiary.  (b)  Upon the death of a Former Participant, the
Administrator shall direct the Trustee, in accordance with the provisions of
Sections 7.5 and 7.6, to distribute any remaining Vested amounts credited to
the accounts of a deceased Former Participant to such Former Participants
Beneficiary.  (c)  Any security interest held by the Plan by
reason of as outstanding loan to this Participant or Former Participant shall
be taken into account in determining the amount of the death benefit.  (d)  The Administrator may require such proper
proof of death and such evidence of the right of any person to receive payment
of the value of the account of a deceased Participant or Former Participant as
the Administrator may deem desirable. The Administrators determination of
death and of the right of any person to receive payment shall be conclusive.  (e)  The Beneficiary of the death benefit payable
pursuant to this Section shall be the Participants spouse. Except, however,
the Participant may designate a Beneficiary other than his spouse if:  (1)     the spouse has waived the right to be the
Participants Beneficiary or  (2)     the Participant is legally separated or has
been abandoned (within the meaning of local law) and the Participant has a
court order to such effect (and there is no qualified domestic relations as
defined in Code Section 414(p) which provides otherwise), or  (3)     the Participant has no spouse, or  34 
   (4)     the spouse cannot be located.  In such event, the designation of a Beneficiary shall be made on a form
satisfactory Administrator. A Participant may at any time revoke his
designation of a Beneficiary or change his Beneficiary by filing written notice
of such revocation or change with the Administrator. However, the Participants
spouse must again consent in writing to any change in Beneficiary unless the
original consent acknowledged that the spouse had the right to limit consent
only to a specific Beneficiary and that the spouse voluntarily elected to
relinquish such right. In the event no valid designation of Beneficiary exists
at the time of the Participants death, the death benefit shall be payable to
his estate.  (f)   Any consent by the Participants spouse to
waive any rights to the death benefit must be in writing, must acknowledge the
effect of such waiver, and be witnessed by a plan representative or a notary
public. Further, the spouses consent must be irrevocable and must acknowledge
the specific nonspouse Beneficiary.  7.3Disability
Retirement Benefits.  No disability benefits, other than those
payable upon termination of employment, are provided in this Plan.  7.4Determination
of Benefits Upon Termination  (a)  On or before the Anniversary Data coinciding
with or subsequent to the termination, of a Participants employment for any
reason other then death or retirement, the Administrator may direct the Trustee
to segregate the amount of the Vested portion of such Terminated Participants
Account and invest the aggregate amount thereof in a separate, federally
insured savings account, certificate of deposit, common or collective trust
fund of a bank or a deferred annuity. In the event the Vested portion of a Participants
Account is not segregated, the amount shall remain in a separate account for
the Terminated participant and share in allocations pursuant to Section 4.3
until such time as a distribution is made to the Terminated Participant.  If a portion of a Participants Account is forfeited, Company Stock
allocated to the Participants Company Stock Account must be forfeited only
after the Participants Other Investments Account has bean depleted. If
interest in more than one class of Company Stock has been allocated to a
Participants Account, the Participant must be treated as forfeiting the same
proportion of each such class.  In the event that the amount of Vested portion of the Terminated
Participants Accounts equals or exceeds the fair market value of any insurance
Contracts, the Trustee, when so directed by the Administrator and agreed to by
the Terminated Participant, shall assign, transfer, and set over to such
Terminated Participant all Contracts on his life in such form or with such
endorsements so that the settlement options and forms of payment are consistent
with the provisions of Section 7.5. In the event that the Terminated
Participants Vested portion does not at least equal the fair market value of
the Contracts, if any, the  35 
   Terminated
Participant may pay over to the Trustee the sum needed to make the distribution
equal to the value of the Contracts being assigned or transferred, or, the
Trustee, pursuant to the Participants election, may borrow the cash value of
the Contracts from the insurer so that the value of the Contracts is equal to
the Vested portion of the Terminated Participants amount and then  assign the Contracts to the Terminated Participant.  Distribution of the funds due to a Terminated Participant shall be made
on the occurrence of an event which would result in the distribution had the
Terminated Participant remained in the employ of the Employer (upon the
Participants death, Early or Normal Retirement). However, at the election of
the Participant, the Administrator shall direct the Trustee to cause the entire
Vested portion of the Terminated Participants Account to be payable to such
Terminated Participant as soon as administratively feasible after the
Anniversary Date coinciding with or next following termination of employment.
Distribution to a Participant shall not include any Company Stock acquired with
the proceeds of an Exempt Loan until the close of the Plan Year in which such
loan is repaid in full. Any distribution under this paragraph shall be made in
a manner which is consistent with and satisfies the provisions of Section 7.5
and 7.6, including, but not limited to, all notice and consent requirements of
Code Section 411(a)(11) and the Regulations thereunder.  Effective for distributions on or after August 1, 1997, if the value of
a Terminated Participants Vested benefit derived from Employer contributions
does not exceed $5,000, the Administrator shall direct the Trustee to cause the
entire Vested to benefit paid to such Participant in a single lump sum.  For purposes of this Section 7.4, if the value of a Terminated
Participants Vested benefit is zero, the Terminated Participant shall be
deemed to have received a distribution of such Vested benefit as of the date of
his termination of Service with the Employer.  (b)  The Vested portion of any Participants
Account shall be a percentage of the total amount credited to his Participants
Account determined on the basis of the Participants number of Years of Service.  A
Participants Vested percentage of the Employer Contribution made pursuant to
Section 4.1(a) shall be determined according to the following schedule:  Vesting Schedule  Years of Service:
  
  Percentage:2
  
  20
  %3
  
  40
  %4
  
  60
  %5
  
  80
  %6
  
  100
  %
  (c)  Notwithstanding, the vesting schedule provided
for in paragraph (b) above, for any Top Heavy Plan Year, the Vested portion of
the Participants Account of any Participant who has an Hour of Service after
the Plan becomes  36 
   Top Heavy
shall be a percentage of the total amount credited to his Participants Account
determined on the basis of the participants number of Years of Service
according to the schedule described above, which meets the requirements for a
Top Heavy Plan Year.  (d)  Notwithstanding the vesting schedule above,
upon the complete a discontinuance of the Employers Contributions to the Plan
or upon any full or partial termination of the Plan, all amounts credited to
the account of any affected Participant shall become 100% Vested and shall not
thereafter be subject to Forfeiture.  (e)  The computation of a Participants
nonforfeitable percentage of his interest in the Plan shall not be reduced as
the result of any direct or indirect amendment to this Plan. In the event that
the Plan is amended to change or modify any vesting schedule, a Participant
with at least three (3) Years of Service as of the expiration date of the
election period may elect to have his nonforfeitable percentage computed under
the Plan without regard to such amendment. If a Participant fails to make such
election, then such Participant shall be subject to the new vesting schedule.
The Participants election period shall commence on the adoption date of the
amendment and shall end 60 days after the latest of:  (1)   the adoption date of the
amendment,  (2)   the effective date of the
amendment, or  (3)   the date the Participant
receives written notice of the amendment from the Employer or Administrator.  (f)(1)   If
any Former Participant shall be reemployed by the Employer before a 1-Year
Break in Service occurs, he shall continue to participate in the Plan in the
same manner as if such termination had not occurred.  (2)   If any Former Participant
shall be reemployed by the Employer before five (5) consecutive 1-Year Breaks
in Service, and such Former Participant had received, or was deemed to have
received, a distribution of his entire Vested interest prior to his
reemployment, his forfeited account shall be reinstated only if he repays the
full amount distributed to him before the earlier of five (5) year 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, or in the event of a deemed
distribution, upon the reemployment of such Former Participant. In, the event
the Former Participant does repay the full amount distributed to him, or in the
event of a deemed distribution, the undistributed portion of the Participants
Account must be restored in full, unadjusted by any gains or losses occurring
subsequent to the Anniversary Date or other valuation date coinciding with or
preceding his termination. The source for such reinstatement shall first be any
Forfeitures occurring during the year. If such source is insufficient, then the
Employer shall contribute an amount which is sufficient to restore any such
forfeited Accounts provided, however, that is a discretionary contribution is
made for such year pursuant to Section 4.1(c), such contribution shall first be
applied to  37 
   restore any such Accounts and remainder shall be allocated in
accordance with Section 4.4  (3)   If any Former Participant is
reemployed at a 1-Year Break Service has occurred, Yeas of Service shall
include Years of Service prior to his 1-Year Break in Service subject to the
following rules:  (i)          If a Former participant has a 1-Year
Break in Service his pre-break and post-break service shall be used for
computing Years of Service for eligibility and for vesting purposes only after
he has been employed for one (1) Year of Service following the date of his
reemployment with the Employer;  (ii)         Any Former Participant who under the
Plan does not have a nonforfeitable right to any interest in the Plan resulting
from Employer contributions shall lose credits otherwise allowable under (i)
above if his consecutive 1-Year Breaks in Service equal or exceed the greater
of (A) five (5) or (B) the aggregate number of his pre-break Years of Service;  (iii)        After five (5) consecutive 1-year Breaks
in Service, a Former Participants Vested Account balance attributable to pre
break service shall not be increased as a result of post-break service;  (iv)       If a Former Participant who has not had
his Years of Service before a 1-Year Break in Service disregarded pursuant to
(ii) above completes one (1) Year of Service for eligibility purposes following
his reemployment with the Employer, he shall participate in the Plan
retroactively from his date of reemployment;  (v)        If a Former Participant who has not had
his Years of Service before a 1-Year Break in Service disregarded pursuant to
(ii) above completes a Year of Service (a 1-Year Break in Service previously
occurred, but employment had not terminated), he shall participate in the Plan
retroactively from the first day of the Plan Year during which he completes one
(1) Year of Service.  (h)  In determining Years of Service for purposes
of vesting under the Plan, Years of Service prior to the vesting computation
period in which an Employee attained his eighteenth birthday shall be excluded.  7.5Distribution of
Benefits  (a)  The Administrator, pursuant to the election of
the Participant (or if no election has been made prior to the participants
death, by his Beneficiary), shall direct the Trustee to distribute to a
Participant or his Beneficiary any amount to which he is entitled under the
Plan in one or more of the following methods:  (1)     One lump-sum payment;  38 
   (2)     Payments over a period certain in monthly,
quarterly, semiannual, or annual installments. The period over which such
payment is to be made shall not extend beyond the earlier of the Participants
life expectancy (or the life expectancy of the Participant and his designated
Beneficiary) or the limited distribution period provided for in Section 7.5(b).  (b)  Unless the Participant elects in writing a
longer distribution period, distributions to a Participant or his Beneficiary
attributable to Company Stock shall be in substantially equal monthly,
quarterly, semiannual, or annual installments over a period not longer than
five (5) years. In the case of a Participant with an account balance attributable
to Company stock in excess of $780,000, the five (5) year period shall be
extended one (1) additional year (but not more than five (5) additional years)
for each $155,000 or fraction thereof by which such balance exceeds $780,000.
The dollar limits herein shall be adjusted at the same time and in the same
manner as provided in Code Section 415(d).  (c)  Effective far distributions after August 5,
1997, any distribution to a Participant who has a benefit which exceeds $5,000
shall require such Participants consent if such distribution commences prior
to the later of his Normal Retirement Age or age 62. With regard to this
required consent:  (1)     The Participant must be informed of his
right to defer receipt of the distribution. If a Participant fails to consent,
it shall be deemed an election to defer the commencement of payment of any
benefit. However, any election to defer the receipt of benefits shall not apply
with respect to distributions which are required under Section 7.5(f).  (2)     Notice of the rights specified under this
paragraph shall be provided no less than 30 days and no more than 90 days
before the first day on which ail events have occurred which entitle the
Participant to such benefit.  (3)     Written consent of the Participant to the
distribution must not be made before the Participant receives the notice and
must not be made more than 9 days before the first day on which all events have
occurred which entitle the Participant to such benefit.  (4)     No consent shall be valid if a significant
detriment is imposed under the Plan on any Participant who does not consent to
the distribution.  If a distribution is one to which Code Sections 401(a)(11) and 417 do
not apply, such distribution may commence less than 30 days 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 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and (2) the Participant, after receiving the
notice, affirmatively elects a distribution.  (d)  Notwithstanding anything herein to the
contrary, the Administrator, in his sole discretion, may direct that cash
dividends on shares of Company Stock allocable to Participants or Former
Participants Company Stock Accounts be  39 
   distributed to
such Participants or Former Participants within 90 days after the close of the
Plan Year in which the dividends are paid.  (e)  Any part of a Participants benefit which is
retained in the Plan after the Anniversary Date on which his participation ends
will continue to be treated as a Company Stock Account or as an Other
Investments Account (subject to Section 7.4(a)) as provided in Article IV.  However, neither account will be credited
with any further Employer contributions or Forfeitures.  (f)   Notwithstanding any provision in the Plan to
the contrary, the distribution of a Participants benefits 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)     Effective January 1, 1997, a Participants
benefits shall be distributed to him not later than April 1st of the
calendar year following the later of (i) the calendar year in which the
Participant attains age 701⁄2 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.  (2)     Distributions to a Participant and his
Beneficiaries shall only be made in accordance with the incidental death
benefit requirements of Code Section 401(a)(9)(G) and the Regulations
thereunder.  (g)  Notwithstanding any provision in the Plan to
the contrary, distributions upon the death of a Participant shall be made in
accordance with the following requirements and shall otherwise comply with Code
Section 401(a)(9) and the Regulations thereunder. If it is determined pursuant
to Regulations that the distribution of a Participants interest has begun and
the Participant dies before his entire interest has been distributed to him,
the remaining portion of such interest shall be distributed at least as rapidly
as under the method of distribution selected pursuant to Section 7.5 as of his
date of death. If a Participant dies before he has begun to receive any
distributions of his interest under the Plan or before distributions are deemed
to have begun pursuant to Regulations, then his death benefit shall be
distributed to his Beneficiaries by December 31st of the calendar
year in which the fifth anniversary of his date of death occurs.  However, the 5-year distribution, requirement of the preceding
paragraph shall not apply to any portion of the deceased Participants interest
which is payable to or for the benefit of a designated Beneficiary. In such
event, such portion shall be distributed over a period not beyond the life
expectancy of such designated Beneficiary provided such distribution begins not
later than December 31st of the calendar year immediately following
the calendar year in which the Participant died. However, in the event the
Participants spouse (determined as of the date of the Participants death) is
his Beneficiary, the requirement that distributions commence within one year of
a Participants death shall not apply. In lieu thereof, distributions must
commence on or before the later of: (1) December 31st of the
calendar year immediately following the calendar year in which the Participant
died; or (2) December 31stof the calendar year in which the
Participant would have attained age 701⁄2. 
If the surviving  40 
   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 for this Section, the life
expectancy of a Participant and a Participants spouse shall not be
redetermined in accordance with Code Section 401(a)(9)(D).  (i)   Except as limited by Sections 7.5 and 7.6,
whenever the Trustee is to make a distribution or to commence a series of
payments on or as of an Anniversary Date, 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
60th day after the close of the Plan Year in which the latest of the
following events occurs:  (1)     the date on which the Participant attains
the earlier of age 65 or the Normal Retirement Age specified herein;  (2)     the 10th anniversary of the year
in which the Participant commenced participation in the Plan; or  (3)     the date the Participant terminates his
service with the Employer.  (j)   If a distribution is made at a time when a
Participant is not fully Vested in his Participants Account (employment has
not terminated) and the Participant may increase the Vested percentage in such
account:  (1)     a separate account shall be established for
the Participants interest in the Plan as of the time of the distribution; and  (2)     at any relevant time, the Participants
Vested portion of the separate account shall be equal to an amount (X)
determined by the formula:  X equals P (AB plus (R x D)) - (R x D)  For purposes
of applying the formula: P is the Vested percentage at the relevant time, AB is
the account balance at the relevant time, D is the amount of distribution, and
R is the ratio of the account balance at the relevant time to the account
balance after distribution.  7.6How Plan
Benefit Will be Distributed  (a)  Distribution of a Participants benefit may be
made in cash or Company Stock or both, provided, however, that if a Participant
or Beneficiary so demands, such benefit (other than Company stock previously
diversified pursuant to Section 4.12(a)) shall be distributed only in the form
of Company Stock. Prior to making a distribution of benefit, the Administrator
shall advise the Participant or his Beneficiary, in writing, of the right to
demand that benefits be distributed solely in Company Stock.  41 
   (b)  If a Participant or Beneficiary demands that
benefits be distributed solely in Company Stock, distribution of a
Participants benefit will be made entirely in whole shares or other units of
Company Stock; Any balance in a Participants Other Investments Account will be
applied to acquire for distribution the maximum number of whole shares or other
units of Company Stock at the then fair market value. Any fractional unit value
unexpended will be distributed in cash. If Company Stock is not available for
purchase by the Trustee, then the Trustee shall hold such balance until Company
Stock is acquired and then make such distribution, subject to Sections 7.5(i)
and 7.5(f).  (c)  The Trustee will make distribution from the
Trust only on instructions from the Administrator.  (d)  Notwithstanding anything contained herein to
the contrary, if the Employers charter or by-laws restrict ownership of
substantially all shares of Company Stock to Employer and the Trust Fund, as
described in Code Section 409(h)(2), the Administrator shall distribute a
Participants Combined Account entirely in cash without granting the Participant
the right to demand distribution in shares of Company Stock.  (e)  Except as otherwise provided herein, Company
Stock distributed by the Trustee may be restricted as to sale or transfer by
the by-laws or articles of incorporation of the Employer, provided restrictions
are applicable to all Company Stock of the same class. If a Participant is
required to offer the sale of his Company Stock to the Employer before offering
to sell his Company Stock to a third party, in no event may the Employer pay a price
less than that offered to the distributee by another potential buyer making a
bona fide offer and in no event shall the Trustee pay a price less than the
fair market value of the Company Stock.  (f)   If Company Stock acquired with the proceeds
of an Exempt Loan (described in Section 5.4 hereof) is available for
distribution and consists of more than one class, a Participant or his
Beneficiary must receive substantially the same proportion of each such class.  7.7Distribution
for Minor Beneficiary  In the event a distribution is to made to a
minor, then the Administrator may direct that such distribution be paid to the
legal guardian, or if none, to a parent of such Beneficiary or a responsible
adult with whom the Beneficiary maintains his residence, or to the custodian
for such Beneficiary under the Uniform Gift to Minors Act or Gift to Minors
Act, if such is permitted by the laws of the state in which said Beneficiary
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.  7.8Location
of Participant or Beneficiary Unknown  In the event that all, or any portion, of the
distribution payable to a Participant or his Beneficiary hereunder shall, at
time a distribution would be otherwise payable, remain unpaid solely by reason
of the inability of the Administrator, after sending a registered letter, rerun
receipt requested, to the last known address, and after further diligent
effort, to ascertain the whereabouts of such Participant or his Beneficiary,
the amount so distributable shall be treated as  42 
   a Forfeiture pursuant to the
Plan. In the event a Participant or Beneficiary is located subsequent to his
benefit being reallocated, such benefit shall be restored.  7.9Rights of First
Refusal  (a)  If any Participant, his Beneficiary or any
other person to whom shares of Company Stock are distributed from the Plan (the
Selling Participant) shall, at any time, desire to sell scene or all of such
shares (the Offered Shares) to a third party (the Third Party), the Selling
Participant shall give written notice of such desire to the Employer and the
Administrator, which notice shall contain the number of shares offered for
sale, the proposed terms of the sale and the names and addresses of both the
Selling Participant and Third Party. Both the Trust Fund and the Employer shall
each have the right of first refusal for a period of fourteen (14) days from
the date the Selling Participant gives such written notice to the Employer and
the Administrator (such fourteen (14) day period to run concurrently against
the Trust Fund and the Employer) to acquire the Offered Shares. As between the
Trust Fund and the Employer, the Trust Fund shall have priority to acquire the
shares pursuant to the right of first refusal. The selling price and terms
shall be the same as offered by the Third Party.  (b)  If the Trust Fund and the Employer do not exercise
their right of first refusal within the required fourteen (14) day period
provided above, the Selling Participant shall have the right, at any time
following the expiration of such fourteen (14) day period, to dispose of the
Offered Shares to the Third Party; provided, however, that (i) no disposition
shall be made to the Third Party on terms more favorable to the Third Party
than those set forth in the written notice delivered by the Selling Participant
above, and (ii) if such disposition shall not be made to a third party on the
terms offered to the Employer and the Trust Fund, the offered Shares shall
again be subject to the right of first refusal set forth above.  (c)  The closing pursuant to the exercise of the
right of first refusal under Section 7.9(a) above shall take place at such
place agreed upon between the Administrator and the Selling Participant, but
not later than ten (10) days after the Employer, or the Trust Fund shall be
notified the Selling Participant of the exercise of the right of first refusal.
At such closing, the Selling Participant shall deliver certificates
representing the Offered Shares duly endorsed in blank for transfer, or with
stock powers attached duly executed in blank with all required transfer tax
stamps attached, or provided for, and the Employer or the Trust Fund shall
deliver the purchase Selling Participant.  (d)  Except as provided in this paragraph (d), no
Company Stock acquired with the proceeds of an Exempt Loan complying with the
requirements of Section 5.4 hereof shall be subject to a right of first
refusal. Company Stock acquired with the proceeds of an Exempt Loan, which is
distributed to a Participant or Beneficiary, shall be subject to the right of
first refusal provided for in paragraph (a) of this Section only so long as the
Company Stock is not publicly traded. The term publicly traded refers to a
securities exchange registered under Section 6 of the Securities Exchange Act
of 1934 (15 U.S.C. 78f) or that is quoted on a system sponsored by a national securities
association registered under Section 15A(b) of the Securities Exchange Act (15
U.S.C. 780). In addition, in the case of Company Stock which was acquired with
proceeds of a loan described in Section 5.4, the selling price and other terms
under the right must not be less  43 
   favorable to
the seller than the greater of the value of the security determined under
Section 6.2, or the purchase price and other terms offered by a buyer (other
than the Employer or the Trust fund), making a good faith offer to purchase the
security. The right of first refusal must lapse no later than fourteen (14)
days after the security holder gives notice to the holder of the right that an
offer by a third party to purchase the security has been made. The right of
first refusal shall comply with the provisions of paragraphs (a), (b) and (c)
of this Section, except to the extent those provisions may conflict with the
provisions of this paragraph.  7.10Stock Certificate
Legend  Certificates for shares distributed pursuant
to the Plan shall contain the following legend:  The shares represented by this certificate
are transferable only upon compliance with the terms of CALIFORNIA INDEPENDENT
BANCORP EMPLOYEE STOCK OWNERSHIP PLAN effective as of January 1, 1989, which
grants to California Independent Bancorp a right of first refusal, a copy of
said Plan being on file in the office of the Company.  7.11Nonterminable
Protections and Rights  No Company Stock, except as specifically
described in this Plan, may be subject to a put, call, or other option, or
buy-sell or similar anent when held by and when distributed from the Trust
Fund, whether or not the Plan is then an ESOP. The protections and rights
granted in this Section are nonterminable, and such protections and rights
shall continue to exist under the terms of this Plan so long as any Company
Stock acquired with the proceeds of a loan described in Section 5.4 hereof is
held by the Trust Fund or by any Participant or other person for whose benefit
such protections and rights have been created, and neither the repayment of
such loan nor the failure of the Plan to termination of said protections and
rights.  7.12Qualified
Domestic Relations Order Distributions  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 off, even if the
affected Participant has not separated from service and has rot reached the
earliest retirement age under the Plan. For the purposes of this Section,
alternate payee, qualified domestic relations order and earliest
retirement age shall have the meaning set forth under Code Section 414(p).  7.13Put Option  (a)  The Employee will issue a put option on all
Financed Shares and all other shares of Company Stock acquired by the Trust
after December 31, 1986 (regardless of how such shares were acquired).  (b)  The Put Option will allow the Participant to
deliver a written notice of exercise on a form provided by the Committee
requiring the Employer to repurchase (or commence repurchasing) distributed
shares during either of two option periods.  44 
   (c)  The first put option period is the period of
sixty (60) days commencing on the day following the date of distribution.  (d)  If the put option is not exercised during the
initial put option period, then the second option period will be the sixty (60)
day period beginning after the determination of the fair market value of
Financed Shares (and notice to the Participant or Beneficiary) in the following
Plan Year.  (e)  The price of shares purchased unto this put
option will be that determined by an independent appraiser experienced in the
valuation of businesses for ESOP purposes which determination shall conform in
all respects to the requirements of Code Section 401(a)(28).  (f)   The Trustee may be given the opportunity to
purchase shares tendered to the Employer under the put option.  (g)  In general, payment for shares purchased as a
result of the exercise of the put option shall be made in substantially equal
installments payable no less frequently than annually over a period not
exceeding five (5) years.  (h)  Installment repurchases under this put option
shall begin no later than thirty (30) days after the put option is exercised,
shall be adequately secured, and shall bear it payable at a reasonable rate art
any unpaid principal balance.  (i)   The put option periods described in this
Section will be extended by any period during which the Company is prohibited
from honoring the option by applicable Federal or State Law.  (j)   Shares of Company Stock which are distributed
by the Trustee which are neither Financed Shares nor shares acquired after
December 31, 1986, may, but need not, be accompanied by a put option identical
to the option described in this Section 7.13).  (k)  These provisions relating to the put option on
shares distributed by the Trust shall be nonterminable and shall therefore
continue to be applicable even if the Plan ceases to be an employee stock
ownership plan under Section 4975(e)(7) of the Code or if the ESOP Loan is
repaid.  (l)   In the case of a plan established and
maintained by a bank (as defined in Section 581 of the code) which is
prohibited by law from redeeming or purchasing its own securities, the requirements
of this Section 7.13 shall not apply if the Plan provides that Participants
entitled to a distribution from the Plan shall have a right to receive a
distribution in cash.  45 
   ARTICLE
VIII TRUSTEE  8.1Basic
Responsibilities of the Trustee  The Trustee shall have the following
categories of responsibilities:  (a)  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 an Investment Manager if the
Trustee should appoint such manager as to all or a portion of the assets of the
Plan;  (b)  At the direction of the Administrator, to pay
benefits required under the Plan to be paid to Participant, or, in the event of
their death, to their Beneficiaries;  (c)  To maintain records of receipts an
disbursements and furnish to the Employer and/or Administrator for each Plan
Year a written annual report per Section 8.8; and  (d)  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.  8.2Investment
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, 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, theTrustee shall not be
restricted to securities or other property of the character expressly
authorized by the applicable laws for trust investments; limitations imposed by
the Code or the Act so that at all times the Plan may qualify as an Employee
Stock Ownership 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)  In the event the Trustee invests any part of
the Trust Fund, pursuant to the directions of the Administrator, in any shares
of stock issued by the Trustee to dispose of such investment, or any part
thereof, under circumstances which in the opinion of counsel for the Trustee,
require registration of the securities under the Securities Act of 933 and/or
qualification of the securities under the Blue Sky laws of any state or states,
then the Employer at its own expense, will take or cause to be taken any and
all such action as may be necessary or appropriate to effect such registration
and/or qualification.  (d)  The Trustee, at the direction of the
Administrator, shall ratably apply for, own, and pay premiums on Contracts on
the lives of the Participants. If a life  46 
   insurance
policy is to be purchased for a Participant, the aggregate premium for ordinary
life insurance for each Participant must be less than 50% of the aggregate of
the contributions and Forfeitures to the credit of the Participant at any
particular time. If term insurance is purchased with such contributions, the
aggregate premium must be less than 25% of the aggregate contributions and Forfeitures
allocated to a Participants Account. If both term insurance and ordinary life
insurance are purchased with such contributions, the amount expended for term
insurance plus one-half of the premium for ordinary life insurance may not in
the aggregate exceed 25% of the aggregate contributions and Forfeitures
allocated to a Participants Account. The trustee must convert the entire value
of the life insurance contracts at or before retirement into cash or provide
for a periodic income so that no portion of such value may be used to continue
life insurance protection beyond retirement, or distribute the Contracts to the
Participant. In the event of any conflict between the terms of this Plan and
the terms of any insurance Contract purchased hereunder, the Plan provisions
shall control.  8.3Other 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 Trustees 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 stock, 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 stock, bonds, securities, or other property;  (d)  To cause any securities or other property to
be registered in the Trustees own name or in the name of one or more of the
Trustees nominees, and to hold any investments 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 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 lending money to
the Trustee shall be bound to see  47 
   to the
application of 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 as and when entitled to do so under the provisions
thereof;  (l)   To invest funds of the Trust in time deposits
or savings accounts bearing a reasonable rate of interest in the Trustees
bank;  (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;  (o)  To deposit monies in federally insured savings
accounts or certificates of deposit in banks or savings and loan associations;  (p)  To vote Company Stock as provided in Section
8.4;  (q)  To consent to or otherwise participate in
reorganizations, consolidations, mergers and similar transactions with, respect
to Company Stock or any other securities and to pay any assessments or charges
in connection therewith;  48 
   (r)   To deposit such Company Stock (but only if
such deposit does not violate the provisions of Section 8.4 hereof) or other
securities in any voting trust, or trustee or with depositories designated
thereby;  (s)  To sell or excise any options, subscription
rights and conversion privileges and to make any payments in incidental
thereto;  (t)   To exercise any of the powers of an owner,
with respect to such Company Stock and other securities or other property
comprising the Trust Fund. The Administrator, with the Trustees Approval, may
authorize the Trustee to act on any administrative matter or class of matters
with respect to which direction or instruction to the Trustee by the
Administrator is called for hereunder without specific direction or other
instruction from the Administrator;  (u)  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 on a national securities exchange,
are guaranteed by a member firm for the New York Stock Exchange;  (v)  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.  8.4Voting Company Staff  The Trustee shall vote all Company Stock held
by it as part of the Plan assets. 
Provided, however, that if any agreement entered into by the Trust
provides for voting of any shares of Company Stock pledged as security for any
obligation on the Plan, then such shares of Company Stock shall be voted in
accordance with such agreement. The Trustee shall not vote Company Stock which
a Participant or Beneficiary fails to exercise pursuant to this Section.  Notwithstanding the foregoing, if the
Employer has a registration-type class of securities or, with respect to
Company Stock acquired by, or transferred to, the Plan in connection with a
securities acquisition loan (as defined in Code Section 133(b)) after July 10,
1989, each Participant or Beneficiary shall be entitled to direct the Trustee
as to the manner in which the Company Stock which is entitled to vote and which
is allocated to the Company Stock Account of such Participant or Beneficiary is
to be voted. If the Employer does not have a registration-type class of
securities, with respect to Company Stock other then Company Stock acquired by,
or transferred to, the Plan in connection with a securities acquisition loan
(as defined in Code 133(b)) after July 10, 1989, each Participant or
Beneficiary in the Plan shall be entitled to direct the Trustee as to the
manner in which voting rights on shares of Company Stock which are allocated to
the Company Stock Account of such Participant of Beneficiary are to be
exercised with respect to any corporate matter which involves the voting of
such shares with respect to the approval or disapproval of any corporate
merger, or consolidation, recapitalization, reclassification, liquidation,
dissolution, sale of substantially all assets of a trade or business, or such
similar transaction as prescribed in Regulations. For purposes of this Section
the term registration-type class of securities means: (A) a class of
securities required to be registered under Section 12 of the Securities
Exchange Act 1934; and (B) a class of securities which would be required to be
so registered except for the exemption from registration provided in subsection
(g)(2)(H) of such Section 12.  49 
   If the Employer does not have a
registration-type class of securities and the by-laws of the Employer require
the Plan to vote an issue in a manner that reflects a one-man, one-vote
philosophy, each Participant or Beneficiary shall vote the shares held by the
Plan in proportion to the results of the votes cast on the issue by the
Participants and Beneficiaries.  8.5Duties
of the Trustee Regarding Payments  (a)  The Trustee shall make distributions from the
Trust Fund at such times and in such numbers of shares or other units of
Company Stock and amounts of cash to or for the benefit for the person entitled
thereto under the Plan as the Administrator directs in writing.  Any undistributed part of a Participants
interest in his accounts shall be retained in the Trust Fund until the
Administrator directs its distribution. 
Where distribution is directed in Company Stock, the Trustee shall cause
an appropriate certificate to be issued to the person entitled thereto and
mailed to the address furnished it by the Administrator. Any portion of a
Participants Account to be distributed in cash shall be paid by the Trustee
mailing its check to the same person at the same address. If a dispute arises
as to who is entitled to or should receive any benefit or payment, the Trustee
may withhold or cause to be withheld such payment until the dispute has been
resolved.  (b)  As directed by the Administrator, the Trustee
shall make payments out of the Trust Fund. Such directions or instructions need
rot specify the purpose of the payments so directed and the Trustee shall not
be responsible in any way respecting the purpose or propriety of such payments
except as mandated by the Act,  (c)  In the event that any distribution or payment
directed by the Administrator shall be mailed by the Trustee to the person
specified in such direction at the latest address of such person filed with the
administrator and shall be returned to the Trustee because such person cannot
be located at such address, the Trustee shall promptly notify the Administrator
of such return. Upon the expiration of sixty (60) days after such notification,
such direction shall become void and unless and until a further direction by the
Administrator is received by the Trustee with respect to such distribution or
payment, the Trustee shall thereafter continue to administer the Trust as if
such direction had not been made by the Administrator. The Trustee shall not be
obligated to search for or ascertain the whereabouts of any such person.  8.6Trustee's
Compensation and Expenses and Taxes  The Trustee shall be paid such reasonable
compensation as shall from time to time be agreed upon in writing by the
Employer and the Trustee. 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 and all kinds 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.  50 
   8.7Annual Report
of the Trustee  Within a reasonable period of time after the
later of the Anniversary Date or receipt of the Employers Contributions for
each Plan Year, the Trustee shall furnish to the Employer and Administrator a
written-statement of account with respect to the Plan Year for which such
contribution was made setting forth:  (a)  the net income, or loss, of the Trust Fund;  (b)  the gains, or losses, realized by the Trust
Fund upon sales or other disposition of the assets;  (c)  the increase, or decrease, in the value of the
Trust Fund;  (d)  all payments and distributions made from the
Trust Fund; and  (e)  such further information as the Trustee and/or
Administrator deems appropriate. The Employer, forthwith 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 as approval thereof.
The approval by the Employer of any statement of account shall be binding as to
all matters embraced therein as between the Employer and the Trustee 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 parsons
having or claiming an interest in the Plan were parties; provided, however,
that nothing herein contained shall deprive the Trustee of its right to have
its accounts judicially settled if the Trustee so desires.  8.8Audit  (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 for the Plan Year, furnish to the Administrator and the Trustee a report
of his audit setting forth his 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. All auditing and
accounting fees shall be an expense of any may, at the election of the
Administrator, be paid from the Trust Fund.  (b)  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 and supervised and
subject to periodic examination by a state or federal agency, 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 may be prescribed
under regulations of the Secretary of Labor.  51 
   8.9Resignation, Removal and
Succession of Trustee  (a)  The Trustee may resign at any time by
delivering to the Employer, at least thirty (30) days before its effective
date, written notice of his resignation.  (b)  The Employer may remove the Trustee by mailing
by registered or certified mail, addressed to such Trustee at his last known
address, at least thirty (30) days before its effective date, a written notice
of his 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 estate, rights,
powers, discretions, and duties of his predecessor with like respect as if he
were 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 estate, rights, powers,
discretion, and duties of his predecessor with the like effect as if he were
originally named as Trustee herein immediately upon the death, resignation,
incapacity, or removal of his predecessor.  (e)  Whenever any Trustee hereunder ceases to serve
as such, he shall furnish to the Employer and Administrator a written statement
of account with respect to the portion of the Plan Year during which he 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 8.8 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 8.8 for the
approval by the Employer of annual statements of account rendered hereunder and
approval by the Employer of any such special statement in the manner provided
in Section 8.7 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 8.7
and this subparagraph.  8.10Transfer 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 such participant in his account to another
trust forming part of a pension, profit sharing or stock bonus plan maintained
by such Participants new employer and represented by said employer in writing
as meeting the requirements of Code Section 401(a), provided the transfer to be
made.  52 
   8.11Direct 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 Plan Administrator, to have any portion of an eligible rollover
distribution 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)     Effective January 1, 1999, 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
expectancy) 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 Section 401(a)(9) of the Code; and the
portion of any distribution that is not includible in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities); and any hardship distribution described in Section
40l(k)(2)(B)(i)(IV) of the Code.  (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 qualified trust described in Code Section 401(a),
that accepts the distributees eligible rollover distribution. However, in the
case of an eligible rollover distribution to the surviving spouse, an eligible
retirement plan is an individual retirement account or individual retirement
annuity.  (3)     A distributee includes an Employee or
former Employee.  In addition, the
Employees or former Employees surviving spouse and the Employees or former
Employees spouse or former spouse who is the alternate payee under a qualified
domestic relations order, as defined in Code Section 414(p), are distributees
with regard to the interest of the spouse or former spouse.  (4)     A direct rollover is a payment by, the Plan
to the eligible retirement plan specified by the distributes.  53 
   ARTICLE
IX AMENDMENT,
TERMINATION AND MERGERS  9.1Amendment  (a)  The Employer shall have the right at any time
to amend the Plan, subject to the limitations of this Section.  However, any amendment which affects the
rights, duties or responsibilities of the Trustee and Administrator may only be
made with the Trustees and Administrators written consent. Any such amendment
shall become effective as provided therein upon its execution. The Trustee
shall not be required to execute any such amendment unless the Trust provisions
contained 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 purposes other than for the exclusive benefit of the Participants or
their Beneficiaries or estates; or causes any reduction in the amount credited
to the account of any Participant; or causes or permits any portion of the
Trust Fund to revert to or become property of the Employer.  (c)  Except as permitted by Regulations, no plan
amendment or transaction having the effect of a Plan amendment (such as a
merger, plan transfer or similar transaction) shall be effective to the extent
it eliminates or reduces any Section 411(d)(6) protected benefit or adds or
modifies conditions relating to Section 41l(d)(6) protected benefits the
result of which is a further restriction on such benefit unless such protected
benefits are preserved with respect to benefits accrued as of the later of the
adoption date or effective date of the amendment.  Section 411(d)(6) protected benefits are benefits described in
Code Section 411(d)(6)(A), early retirement benefits and retirement-type
subsidies, and optional forms for benefit.  In addition, no such amendment shall be the effect of terminating the
protections and rights set forth in Section 7.11, unless such termination shall
then be permitted under the applicable provisions of the Code and Regulations;
such a termination is currently expressly prohibited by Regulation
54.4975-11(a)(3)(ii).  9.2Termination  (a)  The Employer shall have the right at any time
to terminate the Plan by delivering to the Trustee, and Administrator written
notice of such termination. Upon any full or partial termination, all amounts,
credited to the affected Participants Accounts shall become 100% Vested as
provided in Section 7.4 and shall not thereafter be subject to forfeiture, and
all unallocated amounts shall be allocated to the accounts of all Participants
in accordance with the provisions hereof.  (b)  Upon the full termination of the Plan, the
Employer shall direct the distribution of the assets of the Trust Fund to
Participants in a manner which is consistent- with and satisfies the provisions
of Sections 7.5 and 7.6.  Except as
permitted by Regulation, the termination of the Plan shall not result in the  54 
   reduction for
Section 411(d)(6) protected benefits in accordance with Section 9.1(c).  9.3Merger or
Consolidation  This Plan and Trust may be merged or
consolidated with, or its assets and/or liabilities may be transferred to any
other plan and trust only if the benefits which would be received by a
Participant of this Plan, in the event of a termination of the plan immediately
after such transfer, merger, or consolidation, are at least equal to the
benefits the Participant would have received if the Plan had terminated
immediately before the transfer, merger or consolidation, and such transfer,
merger or consolidation does not otherwise result in the elimination or
reduction of any Section 411(d)(6) protected benefits in accordance with
Section 9.1(c).  55 
   ARTICLE
X MISCELLANEOUS  10.1Participants Rights  This Plan shall not be deemed to constitute a
contract between the Employer and any Participant or to be a consideration or
an inducement for the employment of any Participant or Employee. Nothing
contained in this Plan shall be deemed to give any Participant or Employee the
right to be retained in the service of the Employer or to interfere with the
right of the Employer to discharge any Participant or Employee at any time
regardless of the effect which such discharge shall have upon him as a
Participant of this Plan.  10.2Alienation  (a)  Subject to the exceptions provided below, no
benefit which shall be payable out of the Trust Fund to any person (including a
Participant or his Beneficiary) shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any
attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, or
charge the same shall be void; and no such benefit shall in any manner be
liable for, or subject to, the debts, contracts, liabilities, engagements; or
torts or any such person, nor shall it be subject to attachment or legal
process for or against such person, and the same shall not be recognized by the
Trustee, except to such extent as may be required by law.  (b)  This provision shall not apply to the extent a
Participant or Beneficiary is indebted to the Plan, as a result of a loan from
the Plan.  At the time a distribution is
to be made to or for a Participants or Beneficiarys benefit, such proportion
of the amount distributed as shall equal such loan indebtedness.  Prior to making a payment, however, the
Participant or Beneficiary must be given written notice by the Administrator
that such loan indebtedness is to be so paid in whole or part from his
Participants Combined Account.  If the
Participant or Beneficiary does not agree that the loan indebtedness is a valid
claim against his Vested Participants Account, he shall be entitled to a
review of the validity of the claim in accordance with procedures provided in
Sections 2.12 and 2.13.  (c)  This provisions 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.  10.3Construction of Plan  This Plan and Trust shall be construed and
enforced according to the Act and the laws of the State of California, other
than its laws respecting choice of law, to the extent not preempted by the Act.  56 
  10.4Gender and Number  Wherever any words are used herein in the
masculine, feminine or neuter gender, they shall be construed as though they
were also used in another gender in all cases where they would so apply, and
whenever any words are used herein in the singular or plural form, they shall
be construed as though they were also used in the other form in all cases where
they would so apply.  10.5Legal Action  In the event any claim suit, or proceeding is
brought regarding the Trust and/or Plan established hereunder to which the
Trustee or the Administrator may be a party, and such claim, suit, or
proceeding is resolved in favor of the Trustee or Administrator, they shall be
entitled to be reimbursed from the Trust Fund for any and all costs, attorneys
fees, and other expenses pertaining thereto incurred by them for which they
shall have become liable.  10.6Prohibition
Against Diversion of Funds  (a)  Except as provided below and otherwise
specifically permitted by law, it shall be impossible by operation of the plan
or of the Trust, by termination of either, by power of revocation or amendment,
by the happening of any contingency, by collateral arrangement or by any other
means, for any part of the corpus or income of any trust fund maintained
pursuant to the Plan or any funds contributed thereto to be used for, or
diverted to, purposes other than the exclusive benefit of Participants Retired
Participants, or their Beneficiaries.  (b)  In the event the Employer shall make an
excessive contribution under a mistake of fact pursuant to Act Section
403(c)(2)(A), the Employer may demand repayment of such excessive contribution
at any time within one (1) year following the time for payment and the Trustees
shall return such amount to the Employer within the one (1) year period.
Earnings of the Plan attributable to the excess contributions may not be
returned to the Employer but any losses attributable thereto must reduce the
amount so returned.  10.7Bonding  Every Fiduciary, except a bank or an
insurance company, unless exempted by the Act and regulations thereunder, shall
be bonded in an amount not less than 10% of amount of the funds such Fiduciary
handles; provided, however, that the minimum bond shall be $1,000 and the
maximum bond, $500,000. The amount of funds handled shall be determined at the
beginning of each Plan Year by the amount of funds handled by such person,
group, or class to be covered and their predecessors, if any, during .the
preceding Plan Year, or if there is no preceding Plan Year, then by the amount
of the funds to be handled during the then current year. The bond shall provide
protection to the Plan against any loss by reason for acts of fraud or
dishonesty by the Fiduciary alone or in connivance with others. The surety
shall be a corporate surety company (as such term is used in Act Section
412(a)(2)), and the bond shall be in a form approved by the Secretary of Labor.
Notwithstanding anything in the Plan to the contrary, the cost of such bonds
shall be an expense of and) may, at the election for the Administrator, be paid
from the Trust Fund or by the Employer.  57 
   10.8Receipt and Release for Payments  Any payment to any Participant, his legal
representative, Beneficiary, or to any guardian or committee appointed for such
Participant or Beneficiary in accordance with the provisions of the Plan,
shall, to the extent thereof, be in full satisfaction of all claims hereunder
against the Trustee and the Employer, either of whom may require such
Participant, legal representative, Beneficiary, guardian or committee, as a
condition precedent to such payment, to execute a receipt and release thereof
in such form as shall be determined by the Trustee or Employer.  10.9Action 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.  10.10Named
Fiduciaries and Allocation of Responsibility  The named Fiduciaries of this Plan are (1)
the Employer, (2) the Administrator and (3) the Trustee. The named Fiduciaries
shall have only those specific powers, duties, responsibilities and obligations
as are specifically given them under the Plan. In general, the Employer shall
have the sole responsibility for making the contributions provided for under
Section 4.1; and shall have the sole 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, which responsibility is specifically described in the Plan. The Trustee
shall have the sole responsibility of management of the assets held under the
Trust, except 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. 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. In the furtherance of their responsibilities hereunder, the
named fiduciaries shall be empowered to interpret the Plan and Trust and to
resolve ambiguities, inconsistencies and omissions, which findings shall be
binding, final and conclusive.  10.11Headings  The headings and subheadings of this Plan
have been inserted for convenience of reference and are to be ignored in any
construction of the provisions hereof  10.12Approval
by Internal Revenue Service  (a)  Notwithstanding anything herein to the
contrary, contributions to this Plan are conditioned upon, the initial
qualification of the Plan under Code Section 401. If the Plan receives an
adverse determination with respect to its initial  58 
   qualification,
then the Plan may return such contributions to the Employer within one year
after such determination, provided the application for the determination is
made by the time prescribed by law for filing the Employers return for the
taxable years in which the Plan was adopted, or such later data as the
Secretary of the Treasury may prescribe.  (b)  Notwithstanding any provisions to the
contrary, except Sections 3.6, 3.7, and 4.1(e), any contribution by the
Employer to the Trust Fund is conditioned upon the deductibility of the
contribution by the Employer under the Code and, to the extent any such
deduction is disallowed, the Employer may, within one (1) year following the
disallowance of the deduction, demand repayment of such disallowed contribution
and the Trustee shall return such contribution within one (1) year following
the disallowance. Earnings of the Plan attributable to the excess contribution
may not be returned thereto must reduce the amount so returned.  10.13Uniformity  All provisions of this Plan shall be
interpreted and applied in a uniform, nondiscriminatory manner.  10.14Securities
and Exchange Commission Approval  The Employer may request an interpretative
letter from the Securities and Exchange Commission stating that the transfers
of Company Stock contemplated hereunder do not involve transactions requiring a
registration of such Company Stock under the Securities Act of 1933. In the
event that a favorable interpretative letter is not obtained, the Employer
reserves the right to amend the Plan and Trust retroactively to their Effective
Dates in order to obtain a favorable interpretative letter or to terminate the
Plan.  59 
   IN WITNESS
WHEREOF, this plan has been executed the day and year first above written.  California Independent Bancorp:By:
  /s/
  [ILLEGIBLE]President:
  By:
  /s/
  [ILLEGIBLE]Secretary  Trustee:By:
  /s/
  [ILLEGIBLE]TrusteeBy:
  /s/
  [ILLEGIBLE]TrusteeBy:
  /s/
  [ILLEGIBLE]Trustee  60 
   Feather River
State Bank hereby adopts the California Independent Bancorp Employee Stock
Ownership Plan (Amendment and Restatement) effective as of January 1, 2001 as
an Affiliated Employer.  Dated this 18th day of December,
2001.  Feather River State Bank:By:
  /s/
  [ILLEGIBLE]PresidentBy:
  /s/
  [ILLEGIBLE]Secretary  61