EXHIBIT 10.8  CALIFORNIA INDEPENDENT BANCORP 401(k) RETIREMENT SAVINGS PLAN     Defined Contribution Plan 8.0  Restated January 1, 1997   
   Addendum
to: California Independent Bancorp 401(k) Retirement
Savings Plan  Contract Number: 4-45278  The following benefits were included in your
prior plan and are being removed as of the amendment/restatement date.
According to Section 411(d)(6) of the Internal Revenue Code benefits listed
below shall be available to all member account balances accrued prior to this
date. This addendum is for informational purposes only and not a part of the
plan document.  Protected Benefit
  Prior Plan
  Effective Date
  Prior Plan
  Article;Section;Page
  Amendment/Restatement
  Effective DateInstallments  Allowed as
  a 
  distribution option under prior
  plan.
  01-01-1988
  Plan
  Document
  Section 7.5 (b)
  01-01-2001Form of Distribution 
  Property
  01-01-1988
  Plan
  Document
  Section 7.6
  01-01-2001  
   TABLE OF CONTENTS  INTRODUCTIONARTICLE I
  
  FORMAT AND DEFINITIONSSection 1.01
  
  FormatSection 1.02
  
  DefinitionsARTICLE II
  
  PARTICIPATIONSection 2.01
  
  Active ParticipantSection 2.02
  
  Inactive ParticipantSection 2.03
  
  Cessation of
  ParticipationSection
  2.04
  
  Adopting
  Employers - Single PlanARTICLE III
  
  CONTRIBUTIONSSection 3.01
  
  Employer
  ContributionsSection 3.01 A
  
  Rollover
  ContributionsSection 3.02
  
  ForfeituresSection 3.03
  
  AllocationSection 3.04
  
  Contribution
  LimitationSection 3.05
  
  Excess AmountsARTICLE IV
  
  INVESTMENT OF CONTRIBUTIONSSection
  4.01
  
  Investment
  and Timing of ContributionsSection
  4.01A
  
  Investment
  in Qualifying Employer SecuritiesARTICLE V
  
  BENEFITSSection 5.01
  
  Retirement BenefitsSection 5.02
  
  Death BenefitsSection 5.03
  
  Vested BenefitsSection 5.04
  
  When Benefits StartSection 5.05
  
  Withdrawal BenefitsSection 5.06
  
  Loans to
  ParticipantsSection
  5.07
  
  Distributions
  Under Qualified Domestic Relations OrdersARTICLE VI
  
  DISTRIBUTION OF
  BENEFITSSection 6.01
  
  Form of DistributionSection 6.02
  
  Election ProceduresSection 6.03
  
  Notice Requirements   3 
   ARTICLE VII
  
  DISTRIBUTION REQUIREMENTSSection 7.01
  
  ApplicationSection 7.02
  
  DefinitionsSection 7.03
  
  Distribution
  RequirementsARTICLE VIII
  
  TERMINATION OF THE PLANARTICLE IX
  
  ADMINISTRATION
  OF THE PLANSection 9.01
  
  AdministrationSection 9.02
  
  ExpensesSection 9.03
  
  RecordsSection 9.04
  
  Information
  AvailableSection 9.05
  
  Claim
  and Appeal ProceduresSection 9.06
  
  Delegation
  of AuthoritySection 9.07
  
  Exercise
  of Discretionary AuthoritySection 9.08
  
  Voting
  and Tender of Qualifying Employer SecuritiesARTICLE X
  
  GENERAL PROVISIONSSection 10.01
  
  AmendmentsSection 10.02
  
  Direct RolloversSection 10.03
  
  Mergers and Direct TransfersSection 10.04
  
  Provisions Relating to the
  Insurer and Other PartiesSection 10.05
  
  Employment StatusSection 10.06
  
  Rights to Plan AssetsSection 10.07
  
  BeneficiarySection 10.08
  
  Nonalienation of BenefitsSection 10.09
  
  ConstructionSection 10.10
  
  Legal ActionsSection 10.11
  
  Small
  AmountsSection 10.12
  
  Word
  UsageSection 10.13
  
  Change In Service MethodSection 10.14
  
  Military ServiceARTICLE XI
  
  TOP-HEAVY PLAN
  REQUIREMENTSSection 11.01
  
  ApplicationSection 11.02
  
  DefinitionsSection 11.03
  
  Modification of Vesting
  RequirementsSection 11.04
  
  Modification of ContributionsSection 11.05
  
  Modification of Contribution
  Limitation  PLAN EXECUTION   4 
   INTRODUCTION  The Primary Employer
previously established a 401 (k) retirement savings plan on January 1, 1988.  The Primary Employer is of
the opinion that the plan should be changed. It believes that the best means to
accomplish these changes is to completely restate the plans terms, provisions
and conditions. The restatement, effective January 1, 1997, is set forth in
this document and is substituted in lieu of the prior document.  This restatement is made retroactively
to reflect the law changes made through the Internal Revenue Service
Restructuring and Reform Act of 1998. The provisions of this Plan apply as of
the effective date of the restatement except as provided in the attached
addendums which reflect the operation of the Plan between the effective date of
the restatement and the date this restatement is adopted and identify those
provisions which are not amended retroactively.  The restated plan continues
to be for the exclusive benefit of employees of the Employer. All persons
covered under the plan on December 31, 1996, shall continue to be covered under
the restated plan with no loss of benefits.  It is intended that the
plan, as restated, shall qualify as a profit sharing plan under the Internal Revenue
Code of 1986, including any later amendments to the Code.  5 
    ARTICLE I  FORMAT AND DEFINITIONS  SECTION 1.01FORMAT.  Words and phrases defined in
the DEFINITIONS SECTION of Article I shall have that defined meaning when used
in this Plan, unless the context clearly indicates otherwise.  These words and phrases have
an initial capital letter to aid in identifying them as defined terms.  SECTION 1.02DEFINITIONS.  Accountmeans, for a Participant, his share of the
Plan Fund. Separate accounting records are kept for those parts of his Account
that result from:  (a)           Elective Deferral Contributions  (b)           Matching Contributions  (c)           Qualified Nonelective Contributions  (d)           Rollover Contributions  A Participants Account
shall be reduced by any distribution of his Vested Account and by any
Forfeitures. A Participants Account shall participate in the earnings
credited, expenses charged, and any appreciation or depreciation of the
Investment Fund. His Account is subject to any minimum guarantees applicable
under the Annuity Contract or other investment arrangement and to any expenses
associated therewith.  ACP Testmeans the nondiscrimination
test described in Code Section 401(m)(2) as provided for in subparagraph (d) of
the EXCESS AMOUNTS SECTION of Article III.  Active Participantmeans an Eligible Employee
who is actively participating in the Plan according to the provisions in the
ACTIVE PARTICIPANT SECTION of Article II.  Adopting Employermeans an employer which is
a Controlled Group member and which is listed in the ADOPTING EMPLOYERS -
SINGLE PLAN SECTION of Article II.  ADP Testmeans the nondiscrimination
test described in Code Section 401(k)(3) as provided for in subparagraph (c) of
the EXCESS AMOUNTS SECTION of Article III.  Affiliated Service Groupmeans any group of
corporations, partnerships or other organizations of which the Employer is a
part and which is affiliated within the meaning of Code Section 414(m) and
regulations thereunder. Such a group includes at least two organizations one of
which is either a service organization (that is, an organization the principal
business of which is performing services), or an organization the principal
business of which is performing management functions on a regular and  6 
   continuing basis. Such
service is of a type historically performed by employees. In the case of a
management organization, the Affiliated Service Group shall include
organizations related, within the meaning of Code Section 144(a)(3), to either
the management organization or the organization for which it performs
management functions. The term Controlled Group, as it is used in this Plan,
shall include the term Affiliated Service Group.  Alternate Payeemeans any spouse, former
spouse, child, or other dependent of a Participant who is recognized by a
qualified domestic relations order as having a right to receive all, or a
portion of, the benefits payable under the Plan with respect to such
Participant.  Annual Compensationmeans, for a Plan Year, the
Employees Compensation for the Compensation Year ending with or within the
consecutive 12-month period ending on the last day of the Plan Year.  Annuity Contractmeans the annuity contract
or contracts into which the Trustee enters with the Insurer for guaranteed
benefits, for the investment of Contributions in separate accounts, and for the
payment of benefits under this Plan. The term Annuity Contract as it is used in
this Plan shall include the plural unless the context clearly indicates the
singular is meant.  Annuity Starting Datemeans, for a Participant,
the first day of the first period for which an amount is payable as an annuity
or any other form.  Beneficiarymeans the person or persons
named by a Participant to receive any benefits under the Plan when the
Participant dies. See the BENEFICIARY SECTION of Article X.  Claimantmeans any person who makes
a claim for benefits under this Plan. See the CLAIM AND APPEAL PROCEDURES
SECTION of Article IX.  Codemeans the Internal Revenue Code of 1986, as
amended.  Compensationmeans, except for purposes
of the CONTRIBUTION LIMITATION SECTION of Article III and Article XI, the total
earnings, except as modified in this definition, paid or made available to an
Employee by the Employer during any specified period.  Earnings in this
definition means wages within the meaning of Code Section 3401 (a) and all
other payments of compensation to an Employee by the Employer (in the course of
the Employers trade or business) for which the Employer is required to furnish
the Employee a written statement under Code Sections 6041(d), 6051(a)(3), and
6052. Earnings 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)). The amount
reported in the Wages, Tips and Other Compensation box on Form W-2 satisfies
this definition.  For any Self-employed
Individual, Compensation means Earned Income.  For purposes of determining
the amount of Elective Deferral Contributions and Matching Contributions
Compensation shall exclude reimbursements or other expense allowances, fringe
benefits (cash and noncash), moving expenses, deferred compensation (other then
elective contributions), and welfare benefits.  7 
   Compensation shall also
include elective contributions. For this purpose, elective contributions are
amounts contributed by the Employer pursuant to a salary reduction agreement
and which are not includible in the gross income of the Employee under Code
Section 125, 402(e)(3), 402(h)(1)(B), or 403(b). Elective contributions also
include compensation deferred under a Code Section 457 plan maintained by the
Employer and employee contributions picked up by a governmental entity and,
pursuant to Code Section 414(h)(2), treated as Employer contributions. For years
beginning after December 31, 1997, elective contributions shall also include
amounts contributed by the Employer pursuant to a salary reduction agreement
and which are not includible in the gross income of the Employee under Code
Section 132(f)(4).  For purposes of the EXCESS
AMOUNTS SECTION of Article III, the Employer may elect to use an alternative
nondiscriminatory definition of Compensation in accordance with the regulations
under Code Section 414(s).  For Plan Years beginning on
or after January 1, 1994, the annual Compensation of each Participant taken
into account for determining all benefits provided under the Plan for any
determination period shall not exceed $150,000, as adjusted 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
determination period beginning in such calendar year.  If a determination period
consists of fewer than 12 months, the annual limit is an amount equal to the
otherwise applicable annual limit multiplied by a fraction. The numerator of
the fraction is the number of months in the short determination period, and the
denominator of the fraction is 12.  If Compensation for any
prior determination period is taken into account in determining a Participants
contributions or benefits for the current Plan Year, the Compensation for such
prior determination period is subject to the applicable annual compensation
limit in effect for that determination period. For this purpose, in determining
contributions or benefits in Plan Years beginning on or after January 1, 1994,
the annual compensation limit in effect for determination periods beginning
before that date is $150,000.  Compensation means, for a
Leased Employee, Compensation for the services the Leased Employee performs for
the Employer, determined in the same manner as the Compensation of Employee who
are not Leased Employees, regardless of whether such Compensation is received
directly from the Employer or from the leasing organization.  Compensation Yearmeans the consecutive
12-month period ending on the last day of each Plan Year, including
corresponding periods before January 1, 1988.  Contributionsmeans  Elective Deferral
Contributions Matching Contributions Qualified Nonelective
Contributions Rollover Contributions  as set out in Article III,
unless the context clearly indicates only specific contributions are meant.  8 
   Controlled Groupmeans any group of
corporations, trades, or businesses of which the Employer is a part that are
under common control. A Controlled Group includes any group of corporations,
trades, or businesses, whether or not incorporated, which is either a
parent-subsidiary group, a brother-sister group, or a combined group within the
meaning of Code Section 414(b), Code Section, 414(c) and regulations thereunder
and, for purposes of determining contribution limitations under the
CONTRIBUTION LIMITATION SECTION of Article III, as modified by Code Section 415(h)
and, for the purpose of identifying Leased Employees, as modified by Code
Section 144(a)(3). The term Controlled Group, as it is used in this Plan, shall
include the term Affiliated Service Group and any other employer required to be
aggregated with the Employer under Code Section 414(o) and the regulations
thereunder.  Direct Rollovermeans a payment by the Plan
to the Eligible Retirement Plan specified by the Distributee.  Distributeemeans 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.  Early Retirement Agemeans a Participants age
on the date he meets the following requirement(s):  (a)           He has attained age 55.  (b)           He has completed 7 years of service with the Employer.  Early Retirement Datemeans the first day of any
month before a Participants Normal Retirement Date which the Participant
selects for the start of his retirement benefits. This day may be on or after
the date on which he ceases to be an Employee and reaches Early Retirement Age.
If a Participant ceases to be an Employee before satisfying any age requirement
for Early Retirement Age, but after satisfying any other requirements, the
Participant shall be entitled to elect an early retirement benefit upon
satisfying such age requirement.  Earned Incomemeans, for a Self-employed
Individual, net earnings from self-employment in the trade or business for
which this Plan is established if such Self-employed Individuals personal
services are a material income producing factor for that trade or business. Net
earnings shall be determined without regard to items not included in gross
income and the deductions properly allocable to or chargeable against such
items. Net earnings shall be reduced for the employer contributions to the
Employers qualified retirement plan(s) to the extent deductible under Code
Section 404.  Net earnings shall be
determined with regard to the deduction allowed to the Employer by Code Section
164(f) for taxable years beginning after December 31, 1989.  Elective Deferral Contributionsmeans
contributions made by the Employer to fund this Plan in accordance with
elective deferral agreements between Eligible Employees and the Employer.  Elective deferral agreements
shall be made, changed, or terminated according to the provisions of the
EMPLOYER CONTRIBUTIONS SECTION of Article III.  Elective Deferral
Contributions shall be 100% vested and subject to the distribution restrictions
of Code Section 401(k) when made. See the WHEN BENEFITS START SECTION of
Article V.  9 
   Eligibility Servicemeans an Employees Period
of Service. Eligibility Service shall be measured from his Employment
Commencement Date to his most recent Severance Date. Eligibility Service shall
be reduced by any Period of Severance that occurred prior to his most recent
Severance Date, unless such Period of Severance is included under the service
spanning rule below. This period of Eligibility Service shall be expressed as
months (on the basis that 30 days equal one month).  However, Eligibility Service
is modified as follows:  Period of Military Duty
included:  A Period of Military Duty
shall be included as service with the Employer to the extent it has not already
been credited.  Period of Severance included
(service spanning rule):  A Period of Severance shall
be deemed to be a Period of Service under either of the following conditions:  (a)the Period of
Severance immediately follows a period during which an Employee is not absent
from work and ends within 12 months; or  (b)the Period of
Severance immediately follows a period during which an Employee is absent from
work for any reason other than quitting, being discharged, or retiring (such as
a leave of absence or layoff) and ends within 12 months of the date he was first
absent.  Controlled Group service
included:  An Employees service with a
member firm of a Controlled Group while both that firm and the Employer were
members of the Controlled Group shall be included as service with the Employer.  Eligible Employeemeans any Employee of the
Employer who meets the following requirement. His employment classification
with the Employer is the following:  Not an Employee considered
by the Employer to be an independent contractor, or the employee of an
independent contractor, who is later determined by the Internal Revenue Service
to be an Employee.  Eligible Retirement Planmeans an individual
retirement account described in Code Section 408(a), an individual retirement
annuity described in Code Section 408(b), an annuity plan described in Code
Section 403(a) or a qualified trust described in Code Section 401(a), that
accepts the Distributees Eligible Rollover Distribution. However, in the case
of an Eligible Rollover Distribution to the surviving spouse, an Eligible Retirement
Plan is an individual retirement account or individual retirement annuity.  Eligible Rollover Distributionmeans 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: (i) any distribution that
is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
Distributee or the joint lives (or joint life expectancies) of the Distributee
and the Distributees designated Beneficiary, or for a specified period of ten
years or more; (ii) any  10 
   distribution to the extent
such distribution is required under Code Section 401(a)(9); (iii) any hardship
distribution described in Code Section 401(k)(2)(B)(i)(IV) received after
December 31, 1998; (iv) the portion of any other distribution(s) that is not
includible in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities); and (v) any other
distribution(s) that is reasonably expected to total less than $200 during a
year.  Employeemeans an individual who is
employed by the Employer or any other employer required to be aggregated with
the Employer under Code Sections 414(b), (c), (m), or (o). A Controlled Group
member is required to be aggregated with the Employer.  The term Employee shall
include any Self-employed Individual treated as an employee of any employer
described in the preceding paragraph as provided in Code Section 401(c)(1). The
term Employee shall also include any Leased Employee deemed to be an employee
of any employer described in the preceding paragraph as provided in Code
Section 414(n) or (o).  Employermeans the Primary Employer.
This will also include any successor corporation or firm of the Employer which
shall, by written agreement, assume the obligations of this Plan or any
Predecessor Employer which maintained this Plan.  Employer Contributionsmeans  Elective Deferral
Contributions Matching Contributions Qualified Nonelective
Contributions  as set out in Article III
and contributions made by the Employer to fund this Plan in accordance with the
provisions of the MODIFICATION Of CONTRIBUTIONS SECTION of Article XI, unless
the context clearly indicates only specific contributions are meant.  Employment Commencement Datemeans the date an Employee
first performs an Hour-of-Service.  Entry Datemeans the date an Employee
first enters the Plan as an Active Participant. See the ACTIVE PARTICIPANT
SECTION of Article II.  ERISAmeans the Employee Retirement Income
Security Act of 1974, as amended.  Fiscal Yearmeans the Primary
Employers taxable year. The last day of the Fiscal Year is December 31.  Forfeituremeans the part, if any, of
a Participants Account that is forfeited. See the FORFEITURES SECTION of
Article III.  Highly Compensated Employeemeans any Employee who:  (a)           was a 5-percent owner at any time during the year or the
preceding year, or  (b)for the
preceding year had compensation from the Employer in excess of $80,000 and, if
the Employer so elects, was in the top-paid group for the preceding year. The
$80,000 amount is  11 
   adjusted at the same time
and in the same manner as under Code Section 415(d), except that the base
period is the calendar quarter ending September 30, 1996.  For this purpose the
applicable year of the plan for which a determination is being made is called a
determination year and the preceding 12-month period is called a look-back
year. If the Employer makes a calendar year data election, the look-back year
shall be the calendar year beginning with or within the look-back year. The
Plan may not use such election to determine whether Employees are Highly
Compensated Employees on account of being a 5-percent owner.  In determining who is a
Highly Compensated Employee the Employer does not make a top-paid group
election. In determining who is a Highly Compensated Employee the Employer does
not make a calendar year data election.  Calendar year data elections
and top-paid group elections, once made, apply for all subsequent years unless
changed by the Employer. If the Employer makes one election, the Employer is
not required to make the other. If both elections are made, the look-back year
in determining the top-paid group must be the calendar year beginning with or
within the look-back year. These elections must apply consistently to the
determination years of all plans maintained by the Employer which reference the
highly compensated employee definition in Code Section 414(q), except as
provided in Internal Revenue Service Notice 97-45 (or superseding guidance).
The consistency requirement will not apply to determination years beginning
with or within the 1997 calendar year, and for determination years beginning on
or after January 1, 1998 and before January 1, 2000, satisfaction of the
consistency requirement is determined without regard to any nonretirement plans
of the Employer.  The determination of who is
a highly compensated former Employee is based on the rules applicable to
determining Highly Compensated Employee status as in effect for that
determination year, in accordance with section 1.414(q)-1T, A-4 of the
temporary Income Tax Regulations and Internal Revenue Service Notice 97-45.  In determining whether an
Employee is a Highly Compensated Employee for years beginning in 1997, the
amendments to Code Section 414(q) stated above are treated as having been in
effect for years beginning in 1996.  The determination of who is
a Highly Compensated Employee, including the determinations of the number and
identity of Employees in the top-paid group, the compensation that is
considered, and the identity of the 5-percent owners, shall be made in
accordance with Code Section 414(q) and the regulations thereunder.  Hour-of-Servicemeans, for an Employee,
each hour for which he is paid, or entitled to payment, for performing duties
for the Employer.  Hours-of-Service shall be
credited for employment with any other employer required to be aggregated with
the Employer under Code Sections 414(b), (c), (m) or (o) and the regulations
thereunder for purposes of eligibility and vesting. Hours-of-Service shall also
be credited for any individual who is considered an employee for purposes of
this Plan pursuant to Code Section 414(n) or Code Section 414(o) and the
regulations thereunder.  12 
   Inactive Participantmeans a former Active
Participant who has an Account. See the INACTIVE PARTICIPANT SECTION of Article
II.  Insurermeans Principal Life Insurance Company and
any other insurance company or companies named by the Trustee or Primary
Employer.  Investment Fundmeans the total of Plan
assets, excluding the guaranteed benefit policy portion of any Annuity
Contract. All or a portion of these assets may be held under the Trust
Agreement.  The Investment Fund shall be
valued at current fair market value as of the Valuation Date. The valuation
shall take into consideration investment earnings credited, expenses charged,
payments made, and changes in the values of the assets held in the Investment
Fund.  The Investment Fund shall be
allocated at all times to Participants, except as otherwise expressly provided
in the Plan. The Account of a Participant shall be credited with its share of
the gains and losses of the Investment Fund. That part of a Participants
Account invested in a funding arrangement which establishes one or more
accounts or investment vehicles for such Participant thereunder shall be
credited with the gain or loss from such accounts or investment vehicles. The
part of a Participants Account which is invested in other funding arrangements
shall be credited with a proportionate share of the gain or loss of such
investments. The share shall be determined by multiplying the gain or loss of
the investment by the ratio of the part of the Participants Account invested
in such funding arrangement to the total of the Investment Fund invested in such
funding arrangement.  Investment Managermeans any fiduciary (other
than a trustee or Named Fiduciary)  (a)           who has the power to manage, acquire, or dispose of any
assets of the Plan;  (b)           who (i) is registered as an
investment adviser under the Investment Advisers Act of 1940; (ii) is not
registered as an investment adviser under such Act by reason of paragraph (1)
of section 203A(a) of such Act, is registered as an investment adviser under
the laws of the state (referred to in such paragraph (1)) in which it maintains
its principal office and place of business, and, at the time it last filed the
registration form most recently filed by it with such state in order to
maintain its registration under the laws of such state, also filed a copy of
such form with the Secretary of Labor, (iii) is a bank, as defined in that Act;
or (iv) is an insurance company qualified to perform services described in
subparagraph (a) above under the laws of more than one state; and  (c)           who has acknowledged in writing being a fiduciary with
respect to the Plan.  Late Retirement Datemeans the first day of any
month which is after the date a Participants Normal Retirement Date and on
which retirement benefits begin. If a Participant continues to work for the
Employer after his Normal Retirement Date, his Late Retirement Date shall be
the earliest first day of the month on or after the date he ceases to be an
Employee. An earlier or a later Retirement Date may apply if the Participant so
elects. An earlier Retirement Date may apply if the Participant is age 70 1/2.
See the WHEN BENEFITS START SECTION of Article V.  13 
   Leased Employeemeans 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 primary direction or
control by the recipient. Contributions or benefits provided by the leasing
organization to a Leased Employee, which are attributable to service 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 if:  (a)such employee
is covered by a money purchase pension plan providing (i) a nonintegrated
employer contribution rate of at least 10 percent of compensation, as defined
in Code Section 415(c)(3), but including amounts contributed pursuant to a
salary reduction agreement which are excludible from the employees gross
income under Code Sections 125,402(e)(3), 402(h)(1)(B), or 403(b), (ii)
immediate participation, and (iii) full and immediate vesting, and  (b)           Leased Employees do not constitute
more than 20 percent of the recipients nonhighly compensated work force.  Loan Administratormeans the person(s) or
position(s) authorized to administer the Participant loan program.  The Loan Administrator is
the V. P. of Human Resources.  Matching Contributionsmeans contributions made by
the Employer to fund this Plan which are contingent on a Participants Elective
Deferral Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.  Monthly Datemeans each Yearly Date and
the same day of each following month during the Plan Year beginning on such
Yearly Date.  Named Fiduciarymeans the person or persons
who have authority to control and manage the operation and administration of
the Plan.  The Named Fiduciary is the
Employer.  Nonhighly Compensated Employeemeans an
Employee of the Employer who is not a Highly Compensated Employee.  Normal Retirement Agemeans the age at which the
Participants normal retirement benefit becomes nonforfeitable if he is an
Employee. A Participants Normal Retirement Age is 65.  Normal Retirement Datemeans the earliest first day
of the month on or after the date the Participant reaches his Normal Retirement
Age. Unless otherwise provided in this Plan, a Participants retirement
benefits shall begin on a Participants Normal Retirement Date if he has ceased
to be an Employee on such date and has a Vested Account. Even if the
Participant is an Employee on his Normal Retirement Date, he may choose to have
his retirement benefit begin on such date. See the WHEN BENEFITS START SECTION
of Article V.  14 
   Owner-employeemeans a Self-employed
Individual who, in the case of a sole proprietorship, owns the entire interest
in the unincorporated trade or business for which this Plan is established. If
this Plan is established for a partnership, an Owner-employee means a
Self-employed Individual who owns more than 10 percent of either the capital
interest or profits interest in such partnership.  Parental Absencemeans an Employees absence
from work:  (a)           by reason of pregnancy of the Employee,  (b)           by reason of birth of a child of the Employee,  (c)           by reason of the placement of a child
with the Employee in connection with adoption of such child by such Employee,
or  (d)           for purposes of caring for such child for a period
beginning immediately following such birth or placement.  Participantmeans either an Active
Participant or an Inactive Participant.  Period of Military Dutymeans, for an Employee  (a)           who served as a member of the armed forces of the United
States, and  (b)who was
reemployed by the Employer at a time when the Employee had a right to
reemployment in accordance with seniority rights as protected under Chapter 43
of Title 38 of the U. S. Code,  the period of time from the
date the Employee was first absent from active work for the Employer because of
such military duty to the date the Employee was reemployed.  Period of Servicemeans a period of time
beginning on an Employees Employment Commencement Date or Reemployment
Commencement Date (whichever applies) and ending on his Severance Date.  Period of Severancemeans a period of time
beginning on an Employees Severance Date and ending on the date he again
performs an Hour-of-Service.  A one-year Period of
Severance means a Period of Severance of 12 consecutive months.  Solely for purposes of
determining whether a one-year Period of Severance has occurred for eligibility
or vesting purposes, the consecutive 12-month period beginning on the first
anniversary of the first date of a Parental Absence shall not be a one-year
Period of Severance.  Planmeans the 401(k) retirement savings plan of
the Employer set forth in this document, including any later amendments to it.  Plan Administratormeans the person or persons
who administer the Plan.  The Plan Administrator is
the Employer.  15 
   Plan Fundmeans the total of the
Investment Fund and the guaranteed benefit policy portion of any Annuity
Contract. The Investment Fund shall be valued as stated in its definition. The
guaranteed benefit policy portion of any Annuity Contract shall be determined
in accordance with the terms of the Annuity Contract and, to the extent that
such Annuity Contract allocates contract values to Participants, allocated to
Participants in accordance with its terms. The total value of all amounts held
under the Plan Fund shall equal the value of the aggregate Participants
Accounts under the Plan.  Plan Yearmeans a period beginning on
a Yearly Date and ending on the day before the next Yearly Date.  Plan-year Quartermeans a period beginning on
a Quarterly Date and ending on the day before the next Quarterly Date.  Predecessor Employermeans a firm of which the
Employer was once a part  (e.g., due to
a spinoff or change of corporate status) or a firm absorbed by the Employer
because of a merger or acquisition (stock or asset, including a division or an
operation of such company).  Primary Employermeans California Independent
Bancorp.  Qualified Nonelective Contributionsmeans
contributions made by the Employer to fund this Plan (other than Elective
Deferral Contributions) which are 100% vested and subject to the distribution
restrictions of Code Section 401(k) when made. See the EMPLOYER CONTRIBUTIONS
SECTION of Article III and the WHEN BENEFITS START SECTION of Article V.  Qualifying Employer Securitiesmeans any
security which is issued by the Employer or any Controlled Group member and
which meets the requirements of Code Section 409(l) and ERISA Section
407(d)(5). This shall also include any securities that satisfied the
requirements of the definition when these securities were assigned to the Plan.  Qualifying Employer Securities Fundmeans that part
of the assets of the Trust Fund that are designated to be held primarily or
exclusively in Qualifying Employer Securities for the purpose of providing
benefits for Participants.  Quarterly Datemeans each Yearly Date and
the third, sixth, and ninth Monthly Date after each Yearly Date which is within
the same Plan Year.  Reemployment Commencement Datemeans the date
an Employee first performs an Hour-of-Service following a Period of Severance.  Reentry Datemeans the date a former
Active Participant reenters the Plan. See the ACTIVE PARTICIPANT SECTION of
Article II.  Retirement Datemeans the date a retirement
benefit will begin and is a Participants Early, Normal, or Late Retirement
Date, as the case may be.  Rollover Contributionsmeans the Rollover
Contributions which are made by an Eligible Employee or an Inactive Participant
according to the provisions of the ROLLOVER CONTRIBUTIONS SECTION of Article
III.  16 
   Self-employed Individualmeans, with respect to any
Fiscal Year, an individual who has Earned Income for the Fiscal Year (or who
would have Earned Income but for the fact the trade or business for which this
Plan is established did not have net profits for such Fiscal Year).  Severance Datemeans the earlier of:  (a)           the date on which an Employee quits, retires, dies, or is
discharged, or  (b)the first
anniversary of the date an Employee begins a one-year absence from service
(with or without pay). This absence may be the result of any combination of
vacation, holiday, sickness, disability, leave of absence or layoff.  Solely to determine whether
a one-year Period of Severance has occurred for eligibility or vesting purposes
for an Employee who is absent from service beyond the first anniversary of the
first day of a Parental Absence, Severance Date is the second anniversary of
the first day of the Parental Absence. The period between the first and second
anniversaries of the first day of the Parental Absence is not a Period of
Service and is not a Period of Severance.  Totally and Permanently Disabledmeans that a
Participant is disabled, as a result of sickness or injury, to the extent that
he is prevented from engaging in any substantial gainful activity, and is
eligible for and receives a disability benefit under Title II of the Federal
Social Security Act.  Trust Agreementmeans an agreement of trust
between the Primary Employer and Trustee established for the purpose of holding
and distributing the Trust Fund under the provisions of the Plan. The Trust
Agreement may provide for the investment of all or any portion of the Trust
Fund in the Annuity Contract.  Trust Fundmeans the total funds held
under the Trust Agreement.  Trusteemeans the party or parties
named in the Trust Agreement. The term Trustee as it is used in this Plan is
deemed to include the plural unless the context clearly indicates the singular
is meant.  Valuation Datemeans the date on which the
value of the assets of the Investment Fund is determined. The value of each
Account which is maintained under this Plan shall be determined on the
Valuation Date. In each Plan Year, the Valuation Date shall be the last day of
the Plan Year. At the discretion of the Plan Administrator, Trustee, or Insurer
(whichever applies), assets of the Investment Fund may be valued more
frequently. These dates shall also be Valuation Dates.  Vested Accountmeans the vested part of a
Participants Account. The Participants Vested Account is equal to his
Account.  The Participants Vested
Account is nonforfeitable. The percentage used to determine that portion of a
Participants Account attributable to Employer Contributions which is
nonforfeitable is 100%.  Yearly Datemeans January 1, 1988, and
the same day of each following year.  Years of Servicemeans an Employees Period
of Service. Years of Service shall be measured from his Employment Commencement
Date to his most recent Severance Date. Years of Service shall be  17 
   reduced by any Period of
Severance that occurred prior to his most recent Severance Date, unless such
Period of Severance is included under the service spanning rule below. This
period of Years of Service shall be expressed as years and fractional parts of
a year (to four decimal places) on the basis that 365 days equal one year.  However, Years of Service is
modified as follows:  Period of Military Duty
included:  A Period of Military Duty
shall be included as service with the Employer to the extent it has not already
been credited.  Period of Severance included
(service spanning rule):  A Period of Severance shall
be deemed to be a Period of Service under either of the following conditions:  (a)           the Period of Severance immediately
follows a period during which an Employee is not absent from work and ends
within 12 months; or  (b)           the Period of Severance immediately
follows a period during which an Employee is absent from work for any reason
other than quitting, being discharged or retiring (such as a leave of absence
or layoff) and ends within 12 months of the date he was first absent.  Controlled Group service
included:  An Employees service with a
member firm of a Controlled Group while both that firm and the Employer were
members of the Controlled Group shall be included as service with the Employer.  18 
   ARTICLE II  PARTICIPATION  SECTION
2.01ACTIVE PARTICIPANT.  (a)An Employee
shall first become an Active Participant (begin active participation in the
Plan) on the earliest Quarterly Date on which he is an Eligible Employee and
has met both of the eligibility requirements set forth below. This date is his
Entry Date.  (1)           He has completed three months of Eligibility Service
before his Entry Date.  (2)           He is age 21 or older.  Each Employee who was an
Active Participant under the Plan on December 31, 1996, shall continue to be an
Active Participant if he is still an Eligible Employee on January 1, 1997, and
his Entry Date shall not change.  If a person has been an
Eligible Employee who has met all of the eligibility requirements above, but is
not an Eligible Employee on the date which would have been his Entry Date, he
shall become an Active Participant on the date he again becomes an Eligible
Employee. This date is his Entry Date.  In the event an Employee who
is not an Eligible Employee becomes an Eligible Employee, such Eligible
Employee shall become an Active Participant immediately if such Eligible
Employee has satisfied the eligibility requirements above and would have
otherwise previously become an Active Participant had he met the definition of
Eligible Employee. This date is his Entry Date.  (b)An Inactive
Participant shall again become an Active Participant (resume active participation
in the Plan) on the date he again performs an Hour-of-Service as an Eligible
Employee. This date is his Reentry Date.  Upon again becoming an
Active Participant, he shall cease to be an Inactive Participant.  (c)A former
Participant shall again become an Active Participant (resume active
participation in the Plan) on the date he again performs an Hour-of-Service as
an Eligible Employee. This date is his Reentry Date.  There shall be no
duplication of benefits for a Participant under this Plan because of more than
one period as an Active Participant.  SECTION
2.02INACTIVE PARTICIPANT.  An Active Participant shall
become an inactive Participant (stop accruing benefits under the Plan) on the
earlier of the following:  (a)           the date the Participant ceases to be an Eligible
Employee, or  19 
   (b)           the effective date of complete termination of the Plan
under Article VIII.  An Employee or former
Employee who was an Inactive Participant under the Plan on December 31, 1996,
shall continue to be an Inactive Participant on January 1, 1997. Eligibility
for any benefits payable to the Participant or on his behalf and the amount of
the benefits shall be determined according to the provisions of the prior
document, unless otherwise stated in this document.  SECTION 2.03CESSATION OF PARTICIPATION.  A Participant shall cease to
be a Participant on the date he is no longer an Eligible Employee and his
Account is zero.  SECTION
2.04ADOPTING EMPLOYERS - SINGLE PLAN.  Each of the Controlled Group
members listed below is an Adopting Employer. Each Adopting Employer listed
below participates with the Employer in this Plan. An Adopting Employers
agreement to participate in this Plan shall be in writing.  The Employer has the right
to amend the Plan. An Adopting Employer does not have the right to amend the
Plan.  If the Adopting Employer did
not maintain its plan before its date of adoption specified below, its date of
adoption shall be the Entry Date for any of its Employees who have met the
requirements in the ACTIVE PARTICIPANT SECTION of Article II as of that date.
Service with and Compensation from an Adopting Employer shall be included as
service with and Compensation, from the Employer. Transfer of employment,
without interruption, between an Adopting Employer and another Adopting
Employer or the Employer shall not be considered an interruption of service.
The Employers Fiscal Year defined in the DEFINITIONS SECTION of Article I
shall be the Fiscal Year used in interpreting this Plan for Adopting Employers.  Contributions made by an
Adopting Employer shall be treated as Contributions made by the Employer.
Forfeitures arising from those Contributions shall be used for the benefit of
all Participants.  An employer shall not be an
Adopting Employer if it ceases to be a Controlled Group member. Such an
employer may continue a retirement plan for its Employees in the form of a
separate document. This Plan shall be amended to delete a former Adopting
Employer from the list below.  If (i) an employer ceases to
be an Adopting Employer or the Plan is amended to delete an Adopting Employer
and (ii) the Adopting Employer does not continue a retirement plan for the
benefit of its Employees, partial termination may result and the provisions of
Article VIII shall apply.  ADOPTING
EMPLOYERS  NAME
  
  FISCAL
  YEAR END
  
  DATE OF
  ADOPTIONFeather River State Bank
  
  December 31
  
  January 1, 1988  20 
   ARTICLE III  CONTRIBUTIONS  SECTION
3.01EMPLOYER CONTRIBUTIONS.  Employer Contributions shall
be made without regard to current or accumulated net income, earnings or
profits of the Employer. Notwithstanding the foregoing, the Plan shall continue
to be designed to qualify as a profit sharing plan for purposes of Code
Sections 401(a), 402, 412, and 417. Such Contributions shall be equal to the
Employer Contributions as described below:  (a)The amount of
each Elective Deferral Contribution for a Participant shall be equal to a
portion of Compensation as specified in the elective deferral agreement. An
Employee who is eligible to participate in the Plan may file an elective
deferral agreement with the Employer. The Participant shall modify or terminate
the elective deferral agreement by filing a new elective deferral agreement.
The elective deferral agreement may not be made retroactively and shall remain
in effect until modified or terminated.  The elective deferral
agreement to start or modify Elective Deferral Contributions shall be effective
on the first day of the first pay period following the pay period in which the
Participants Entry Date (Reentry Date, if applicable) or any following
Quarterly Date occurs. The elective deferral agreement must be entered into on
or before the date it is effective.  The elective deferral
agreement to stop Elective Deferral Contributions may be entered into on any
date. Such elective deferral agreement shall be effective on the first day of
the pay period following the pay period in which the elective deferral agreement
is entered into.  Elective Deferral
Contributions cannot be less than 2% nor more than 15% of Compensation for the
pay period.  Elective Deferral
Contributions are fully (100%) vested and nonforfeitable.  (b)The Employer
may make discretionary Matching Contributions. The percentage of Elective
Deferral Contributions matched, if any, shall be a percentage as determined by
the Employer. Elective Deferral Contributions which are over a percentage of
Compensation wont be matched. The percentage shall be determined by the
Employer. The percentage shall not be more than 6%.  Matching Contributions are
calculated based on Elective Deferral Contributions and Compensation for the
pay periods ending with or within each Plan-year Quarter. Matching
Contributions shall be made for all persons who were Active Participants at any
time during the Plan-year Quarter.  Any percentage determined by
the Employer shall apply to all eligible persons for the entire Plan Year.  Matching Contributions are
fully (100%) vested and nonforfeitable.  21 
   (c)Qualified
Nonelective Contributions may be made for each Plan Year in an amount
determined by the Employer to be used to reduce Excess Aggregate Contributions
and Excess Contributions, as defined in the EXCESS AMOUNTS SECTION of the
article. If the Plan is treated as separate plans because it is mandatorily
disaggregated under the regulations of Code Section 401(k), a separate
Qualified Nonelective Contribution may be determined for each separate plan.  Qualified Nonelective
Contributions are 100% vested and subject to the distribution restrictions of
Code Section 401(k) when made.  No Participant shall be
permitted to have Elective Deferral Contributions, as defined in the EXCESS AMOUNTS
SECTION of this article, made under this Plan, or any other qualified plan
maintained by the Employer, during any taxable year, in excess of the dollar
limitation contained in Code Section 402(g) in effect at the beginning of such
taxable year.  An elective deferral
agreement (or change thereto) must be made in such manner and in accordance
with such rules as the Employer may prescribe (including by means of voice
response or other electronic system under circumstances the Employer permits)
and may not be made retroactively.  Employer Contributions are
allocated according to the provisions of the ALLOCATION SECTION of this
article.  The Employer wilt make 50%
of the Matching Contributions, which are to be invested in Qualifying Employer
Securities, to the Trustee in the form of Qualifying Employer Securities.  A portion of the Plan assets
resulting from Employer Contributions (but not more than the original amount of
those Contributions) may be returned if the Employer Contributions are made
because of a mistake of fact or are more than the amount deductible under Code
Section 404 (excluding any amount which is not deductible because the Plan is
disqualified). The amount involved must be returned to the Employer within one
year after the date the Employer Contributions are made by mistake of fact or
the date the deduction is disallowed, whichever applies. Except as provided
under this paragraph and Article VIII, the assets of the plan shall never be
used for the benefit of the Employer and are held for the exclusive purpose of
providing benefits to Participants and their Beneficiaries and for defraying
reasonable expenses of administering the Plan.  SECTION
3.01AROLLOVER CONTRIBUTIONS.  A Rollover Contribution may
be made by an Active Participant if the following conditions are met:  (a)The
Contribution is of amounts distributed from a plan that satisfies the
requirements of Code Section 401(a) or from a conduit individual retirement
account described in Code Section 408(d)(3)(A). In the case of an Inactive
Participant, the Contribution must be of an amount distributed from another
plan of the Employer, or a plan of a Controlled Group member, that satisfies
the requirements of Code Section 401(a).  (b)The
Contribution is of amounts that the Code permits to be transferred to a plan
that meets the requirements of Code Section 401(a).  22 
   (c)The
Contribution is made in the form of a direct rollover under Code Section
401(a)(31) or is a rollover made under 402(c) or 408(d)(3)(A) within 60 days
after the Active Participant receives the distribution.  (d)The Active
Participant furnishes evidence satisfactory to the Plan Administrator that the
proposed rollover meets conditions (a), (b), and (c) above.  A Rollover Contribution
shall be allowed in cash only and must be made according to procedures set up
by the Plan Administrator.  Rollover Contributions made
by an Active Participant shall be credited to his Account. The part of the
Participants Account resulting from Rollover Contributions is fully (100%)
vested and nonforfeitable at all times. A separate accounting record shall be
maintained for that part of his Rollover Contributions consisting of voluntary
contributions which were deducted from the Participants gross income for
Federal income tax purposes.  SECTION 3.02FORFEITURES.  A
Forfeiture shall occur as provided in the EXCESS AMOUNTS SECTION of this
article.  Forfeitures shall be
determined at least once during each Plan Year. Forfeitures may first be used
to pay administrative expenses. Forfeitures of Matching Contributions which
relate to excess amounts as provided in the EXCESS AMOUNTS SECTION of this
article, which have not been used to pay administrative expenses, shall be
applied to reduce the earliest Employer Contributions made after the
Forfeitures are determined. Upon their application to reduce Employer
Contributions, Forfeitures shall be deemed to be Employer Contributions.  SECTION 3.03ALLOCATION.  A person meets the
allocation requirements of this section if he was an Active Participant at any
time during the Plan Year.  Elective Deferral
Contributions shall be allocated to Participants for whom such Contributions
are made under the EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions
shall be allocated when made and credited to the Participants Account.  Matching Contributions shall
be allocated to the persons for whom such Contributions are made under the
EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions shall be
allocated when made and credited to the persons Account.  The discretionary Qualified
Nonelective Contributions to be used to reduce excess amounts, as described in
the EMPLOYER CONTRIBUTIONS SECTION of this article, shall be allocated as of
the last day of the Plan Year only to Nonhighly Compensated Employees who meet
the allocation requirements of this section. Such Contributions (or separate
Contributions) shall be allocated first to the eligible person under the Plan
(or separate Plan) with the lowest Annual Compensation for the Plan Year, then
to the eligible person under the Plan (or separate Plan) with the next lowest
Annual Compensation, and so forth, in each case subject to the applicable
limits of the CONTRIBUTION LIMITATION SECTION of this article. This amount
shall be credited to the persons Account.  23 
   If Leased Employees are
Eligible Employees, in determining the amount of Employer Contributions
allocated to a person who is a Leased Employee, contributions provided by the
leasing organization which are attributable to services such Leased Employee
performs for the Employer shall be treated as provided by the Employer. Those
contributions shall not be duplicated under this Plan.  SECTION
3.04CONTRIBUTION-LIMITATION.  (a)Definitions. For the
purpose of determining the contribution limitation set forth in this section,
the following terms are defined.  Annual Additionsmeans the sum of the
following amounts credited to a Participants account for the Limitation Year:  (1)           employer contributions;  (2)           employee contributions; and  (3)           forfeitures.  Annual Additions to a
defined contribution plan shall also include the following:  (4)amounts
allocated, after March 31, 1984, to an individual medical account, as defined
in Code Section 415(I)(2), which are part of a pension or annuity plan
maintained by the Employer,  (5)amounts derived
from contributions paid or accrued after December 31, 1985, in taxable years
ending after such date, which are attributable to post-retirement medical
benefits, allocated to the separate account of a key employee, as defined in
Code Section 419A(d)(3), under a welfare benefit fund, as defined in Code
Section 419(e), maintained by the Employer; and  (6)           allocations under a simplified employee pension.  For this purpose, any Excess
Amount applied under (e) and (k) below in the Limitation Year to reduce
Employer Contributions shall be considered Annual Additions for such Limitation
Year.  Compensationmeans wages within the
meaning of Code Section 3401(a) and all other payments of compensation to an
Employee by the Employer (in the course of the Employers trade or business)
for which the Employer is required to furnish the Employee a written statement
under Code Sections 6041(d), 6051(a)(3), and 6052. Compensation must be
determined without regard to any rules under Code Section 3401(a) that limit
the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Code Section 3401(a)(2)). The amount reported in the Wages, Tips and
Other Compensation box on Form W-2 satisfies this definition.  For any Self-employed
Individual, Compensation shall mean Earned Income.  24 
   For purposes of applying the
limitations of this section, Compensation for a Limitation Year is the
Compensation actually paid or made available in gross income during such
Limitation Year.  For Limitation Years beginning
after December 31, 1997, for purposes of applying the limitations of this
section, Compensation paid or made available during such Limitation Year shall
include any elective deferral (as defined in Code Section 402(g)(3)), and any
amount which is contributed or deferred by the Employer at the election of the
Employee and which is not includible in the gross income of the Employee by
reason of Code Section 125, 132(f)(4), or 457.  Defined Benefit Plan Fractionmeans 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 of 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
adjustments under Code Section 415(b).  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 of this fraction will not be less than 125 percent of the sum of
the annual benefits under such plans which the Participant had accrued as of
the close of the last Limitation Year beginning 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 benefit plans
individually and in the aggregate satisfied the requirements of Code Section
415 for all Limitation Years beginning before January 1, 1987.  Defined Contribution Dollar Limitationmeans, for
Limitation Years beginning after December 31, 1994, $30,000, as adjusted under
Code Section 415(d).  Defined Contribution Plan Fractionmeans 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, individual medical accounts, and
simplified employee pensions, maintained by the Employer), and the denominator
of which is the sum of the maximum aggregated 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 (i) 125 percent of the
dollar limitation determined under Code Sections 415(b) and (d) in effect under
Code Section 415(c)(1)(A) or (iii) 35 percent of the Participants Compensation
for such year.  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 (i) the excess of
the sum of the fractions over 1.0 times (ii) the denominator of this fraction,
will be permanently  25 
   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.  The Annual Addition for any
Limitation Year beginning before January 1, 1987, shall not be recomputed to
treat all employee contributions as Annual Additions.  Employermeans the employer that
adopts this Plan, and all members of a controlled group of corporations (as
defined in Code Section 414(b) as modified by Code Section 415(h)), all
commonly controlled trades or businesses (as defined in Code Section 415(c) as
modified by Code Section 415(h)) or affiliated service groups (ass defined in
Code Section 414(m)) of which the adopting employer is a part, and any other
entity required to be aggregated with the employer pursuant to regulations
under Code Section 414(o).  Excess Amountmeans the excess of the
Participants Annual Additions for the Limitation Year over the Maximum
Permissible Amount.  Highest Average Compensationmeans the average
Compensation for the three consecutive Years of Service (see the DEFINITIONS
SECTION of Article 1) with the Employer that produces the highest average.  Limitation Yearmeans the consecutive
12-month period ending on the last day of each Plan Year, including
corresponding consecutive 12-month periods before January 1, 1988. If the
Limitation Year is other than the calendar year, execution of this Plan (or any
amendment to this Plan changing the Limitation Year) constitutes the Employers
adoption of a written resolution electing the Limitation Year. If the
Limitation Year is amended to a different consecutive 12-month period, the new
Limitation Year must begin on a date within the Limitation Year in which the
amendment is made.  Maximum Permissible Amountmeans the maximum Annual
Addition that may be contributed or allocated to a Participants Account under
the Plan for any Limitation Year. This amount shall not exceed the lesser of:  (1)           The Defined Contribution Dollar Limitation, or  (2)           25 percent of the Participants Compensation for the
Limitation Year.  The compensation limitation
referred to in (2) shall not apply to any contribution for medical benefits
(within the meaning of Code Section 401(h) or 419A(f)(2)) which is otherwise
treated as an Annual Addition under Code Section 415(I)(1) or 419A(d)(2).  26 
   If a short Limitation Year
is created because of an amendment changing the Limitation Year to a different
consecutive 12-month period, the Maximum Permissible Amount will not exceed the
Defined Contribution Dollar Limitation multiplied by the following fraction:  Number
of months in the short Limitation Year 12  Projected Annual Benefitmeans the annual retirement
benefit (adjusted to an actuarially equivalent straight life annuity if such
benefit is expressed in a form other than a straight life annuity or qualified
joint and survivor annuity) to which the participant would be entitled under
the terms of the plan assuming:  (1)           the Participant will continue
employment until normal retirement age under the plan (or current age, if
later), and  (2)           the Participants Compensation for
the current Limitation Year and all other relevant factors used to determine
benefits under the Plan will remain constant for all future Limitation Years.  (b)If the
Participant does not participate in, and has never participated in, another
qualified plan maintained by the Employer or a welfare benefit fund, as defined
in Code Section 419(e), maintained by the Employer, or an individual medical
account, as defined in Code Section 415(I)(2), maintained by the Employer, or a
simplified employee pension, as defined in Code Section 408(k), maintained by
the Employer, which provides an Annual Addition, the amount of Annual Additions
which may be credited to the Participants Account for any Limitation Year
shall not exceed the lesser of the Maximum Permissible Amount or any other
limitation contained in this Plan. If the Employer Contribution that would
otherwise be contributed or allocated to the Participants Account would cause
the Annual Additions for the Limitation Year to exceed the Maximum Permissible
Amount, the amount contributed or allocated shall be reduced so that the Annual
Additions for the Limitation Year will equal the Maximum Permissible Amount.  (c)Prior to
determining the Participants actual Compensation for the Limitation Year, the
Employer may determine the Maximum Permissible Amount for a Participant on the
basis of a reasonable estimation of the Participants Compensation for the
Limitation Year, uniformly determined for all Participants similarly situated.  (d)As soon as is
administratively feasible after the end of the Limitation Year, the Maximum
Permissible Amount for the Limitation Year will be determined on the basis of
the Participants actual Compensation for the Limitation Year.  (e)If a reasonable
error in estimating a Participants Compensation for the Limitation Year, a
reasonable error in determining the amount of elective, deferrals (within the
meaning of Code Section 402(g)(3)) that may be made with respect to any
individual under the limits of Code Section 415, or under other facts and
circumstances allowed by the Internal Revenue Service, there is an excess
Amount, the excess will be disposed of as follows:  27 
   (1)Any Elective
Deferral Contributions that are not the basis for Matching Contributions (plus
attributable earnings), to the extent they would reduce the Excess Amount, will
be distributed to the Participant.  (2)If after the
application of (1) above an Excess Amount still exists, any Elective Deferral
Contributions that are the basis for Matching Contributions (plus attributable
earnings), to the extent they would reduce the Excess Amount, will be
distributed to the Participant. Concurrently with the distribution of such
Elective Deferral Contributions, any Matching Contributions which relate to any
Elective Deferral Contributions distributed in the preceding sentence, to the
extent such application would reduce the Excess Amount, will be applied as
provided in (3) or (4) below:  (3)If after the
application of (2) above an Excess Amount still exists and the Participant is
covered by the Plan at the end of the Limitation Year, the Excess Amount in the
Participants Account will be used to reduce Employer Contributions for such
Participant in the next Limitation Year, and each succeeding Limitation Year if
necessary.  (4)If after the
application of (2) above an Excess Amount still exists, and the Participant is
not covered by the Plan at the end of the Limitation Year, the Excess Amount
will be held  unallocated in a suspense
account. The suspense account will be applied to reduce future Employer
Contributions for all remaining Participants in the next Limitation Year, and
each succeeding Limitation Year if necessary.  (5)If a suspense
account is in existence at any time during a Limitation Year pursuant to this
(e), it will participate in the allocation of investment gains or losses. If a
suspense account is in existence at any time during a particular Limitation
Year, all amounts in the suspense account must be allocated and reallocated to
Participants Accounts before any Employer Contributions may be made to the
Plan for that Limitation Year. Excess Amounts held in a suspense account may
not be distributed to Participants or former 
Participants.  (f)This (f)
applies if, in addition to this Plan, the Participant is covered under another
qualified defined contribution plan maintained by the Employer, a welfare
benefit fund maintained by the Employer, an individual medical account
maintained by the Employer, or a simplified employee pension maintained by the
Employer which provides an Annual Addition during any Limitation Year. The
Annual Additions which may be credited to a Participants Account under this
Plan for any such Limitation Year will not exceed the Maximum Permissible
Amount, reduced by the Annual Additions credited to a Participants account
under the other qualified defined contribution plans, welfare benefit funds,
individual medical accounts, and simplified employee pensions for the same
Limitation Year. If the Annual Additions with respect to the Participant under
other qualified defined contribution plans, welfare benefit funds, individual
medical accounts, and simplified employee pensions maintained by the Employer
are less than the Maximum Permissible Amount, and the Employer Contribution
that would otherwise be contributed or allocated to the Participants Account
under this Plan would cause the Annual Additions for the Limitation Year to
exceed this limitation, the amount contributed or allocated will be reduced so
that the Annual Additions under all such plans and funds for the Limitation
Year will equal the Maximum Permissible Amount. If the Annual Additions with
respect to the Participant under such other qualified defined Contribution
plans, welfare benefit funds,  28 
   individual medical accounts,
and simplified employee pensions in the aggregate are equal to or greater than
the Maximum Permissible Amount, no amount will be contributed or allocated to
the Participants Account under this Plan for the Limitation Year.  (g)Prior to
determining the Participants actual Compensation for the Limitation Year, the
Employer may determine the Maximum Permissible Amount for a Member in the
manner described in (c) above.  (h)As soon as
administratively feasible after the end of the Limitation Year, the Maximum
Permissible Amount for the Limitation Year will be determined on the basis of
the Participants actual Compensation for the Limitation Year.  (i)If pursuant to
(h) above or as a result of the allocation of forfeitures or as a result of a
reasonable error in determining the amount of elective deferrals (within the
meaning of Code Section 402(g)(3)) that may be made with respect to any
individual under the limits of Code Section 415, a Participants Annual
Additions under this Plan and such other plan would result in an Excess Amount
for a Limitation Year, the Excess Amount will be deemed to consist of the
Annual Additions last allocated, except that Annual Additions attributable to a
simplified employee pension will be deemed to have been allocated first, followed
by Annual Additions to a welfare benefit fund or individual medical account,
regardless of the actual allocation date.  (j)If an Excess
Amount was allocated to a Participant on an allocation date of this Plan which
coincides with an allocation date of another plan, the Excess Amount attributed
to this Plan will be the product of:  (1)the total
Excess Amount allocated as of such date, times  (2)the ratio of
(i) the Annual Addition allocated to the Participant for the Limitation Year as
of such date under this Plan to (ii) the total Annual Additions allocated to
the Participant for the Limitation Year as of such date under this and all
other qualified defined contribution plans.  (k)Any Excess
Amount attributed to this Plan will be disposed of in the manner described in
(e) above.  (l)If the Employer
maintains, or, at any time maintained, a qualified defined benefit plan
covering any Participant in this Plan, the sum of the Participants Defined
Benefit Plan Fraction and Defined Contribution Plan Fraction will not exceed
1.0 in any Limitation Year. The Projected Annual Benefit shall be limited
first. If the Participants annual benefit(s) equal his Projected Annual
Benefit, as limited, then Annual Additions to the defined contribution plan(s)
shall be limited to the extent needed to reduce the sum to 1.0 in the same
manner in which the Annual Additions are limited to meet the Maximum
Permissible Amount. This subparagraph shall cease to apply effective as of the
first Limitation Year beginning on or after January 1, 2000.  (g)If the Employer
maintains, or at any time maintained, a qualified defined benefit plan covering
any Participant in this Plan, the sum of the Participants Defined Benefit Plan
Fraction and Defined Contribution Plan Fraction will not exceed 1.0 in any
Limitation Year. The Projected Annual Benefit shall be limited first. If the
Participants annual benefit(s) equal his Projected  29 
   Annual Benefit, as limited,
then Annual Additions to the defined contribution plan(s) shall be limited to
the extent needed to reduce the sum to 1.0 in the same manner in which the
Annual Additions are limited to meet the Maximum Permissible Amount. This
subparagraph shall cease to apply effective as of the first Limitation Year
beginning on or after January 1, 2000.  SECTION
3.05EXCESS AMOUNTS.  (a)Definitions. For the
purposes of this section, the following terms are defined:  ACPmeans the average (expressed as a
percentage) of the Contribution Percentages of the Eligible Participants in a
group.  ADPmeans the average (expressed as a
percentage) of the Deferral Percentages of the Eligible Participants in a
group.  Aggregate Limitmeans the greater of:  (1)The sum of:  (i)125 percent of
the greater of the ADP of the Nonhighly Compensated Employees for the prior
Plan Year or the ACP of the Nonhighly Compensated Employees under the plan
subject to Code Section 401(m) for the Plan Year beginning with or within the
prior Plan Year of the cash or deferred arrangement, and  (ii)the lesser of
200 percent or 2 percent plus the lesser of such ADP or ACP.  (2)The sum of:  (i)125 percent of
the lesser of the ADP of the Nonhighly Compensated Employees for the prior Plan
Year or the ACP of the Nonhighly Compensated Employees under the plan subject
to Code Section 401 (m) for the Plan Year beginning with or within the prior
Plan Year of the cash or deferred arrangement, and  (ii)the lesser of
200 percent or 2 percent plus the greater of such ADP or ACP.  If the Employer has elected
to use the current testing method, then, in calculating the Aggregate Limit for
a particular Plan Year, the Nonhighly Compensated Employees ADP and ACP for
that Plan Year, instead of the prior Plan Year, is used.  Contribution Percentagemeans the ratio (expressed
as a percentage) of the Eligible Participants Contribution Percentage Amounts
to the Eligible Participants Compensation for the Plan Year (whether or not
the Eligible Participant was an Eligible Participant for the entire Plan Year).
For an Eligible Participant for whom such Contribution Percentage Amounts for
the Plan Year are zero, the percentage is zero.  Contribution Percentage Amountsmeans the sum
of the Participant Contributions and Matching Contributions (that are not
Qualified Matching Contributions taken into account for purposes of the ADP
Test) made under the Plan on behalf of the Eligible Participant for the Plan
Year. Such  30 
   Contribution Percentage
Amounts shall not include Matching Contributions that are forfeited either to
correct Excess Aggregate Contributions or because the Contributions to which
they relate are Excess Elective Deferrals, Excess Contributions, or Excess
Aggregate Contributions. Under such rules as the Secretary of the Treasury
shall prescribe, in determining the Contribution Percentage the Employer may
elect to include Qualified Nonelective Contributions under this Plan which were
not used in computing the Deferral Percentage. The Employer may also elect to
use Elective Deferral Contributions in computing the Contribution Percentage so
long as the ADP Test is met before the Elective Deferral Contributions are used
in the ACP Test and continues to be met following the exclusion of those
Elective Deferral Contributions that are used to meet the ACP Test.  Deferral Percentagemeans the ratio (expressed
as a percentage) of Elective Deferral Contributions under this Plan on behalf
of the Eligible Participant for the Plan Year to the Eligible Participants Compensation
for the Plan Year (whether or not the Eligible Participant was an Eligible
Participant for the entire Plan Year). The Elective Deferral Contributions used
to determine the Deferral Percentage shall include Excess Elective Deferrals
(other than Excess Elective Deferrals of Nonhighly Compensated Employees that
arise solely from Elective Deferral Contributions made under this Plan or any
other plans of the Employer or a Controlled Group member), but shall exclude
Elective Deferral Contributions that are used in computing the Contribution
Percentage (provided the ADP Test is satisfied both with and without exclusion
of these Elective Deferral Contributions). Under such rules as the Secretary of
the Treasury shall prescribe, the Employer may elect to include Qualified
Nonelective Contributions and Qualified Matching Contributions under this Plan
in computing the Deferral Percentage. For an Eligible Participant for whom such
contributions on his behalf for the Plan Year are zero, the percentage is zero.  Elective Deferral Contributionsmeans any
employer contributions made to a plan at the election of a participant, in lieu
of cash compensation, and shall include contributions made pursuant to a salary
reduction agreement or other deferral mechanism. With respect to any taxable
year, a participants Elective Deferral Contributions are the sum of all
employer contributions made on behalf of such participant pursuant to an
election to defer under any qualified cash or deferred arrangement described in
Code Section 401(k), any salary reduction simplified employee pension plan
described in Code Section 408(k)(6), any SIMPLE IRA plan described in Code
Section 408(p), any eligible deferred compensation plan under Code Section 457,
any plan described under Code Section 501(c)(18), and any employer
contributions made on behalf of a participant for the purchase of an annuity
contract under Code Section 403(b) pursuant to a salary reduction agreement.
Elective Deferral Contributions shall not include any deferrals properly
distributed as excess annual additions.  Eligible Participantmeans, for purposes of
determining the Deferral Percentage, any Employee who is otherwise entitled to
make Elective Deferral Contributions under the terms of the Plan for the Plan
Year. Eligible Participant means, for purposes of determining the Contribution
Percentage, any Employee who is eligible (i) to make a Participant Contribution
or an Elective Deferral Contribution (if the Employer takes such contributions
into account in the calculation of the Contribution Percentage), or (ii) to
receive a Matching Contribution (including forfeitures) or a Qualified Matching
Contribution. If a Participant Contribution is required as a condition of
participation in the Plan, any Employee who would be a Participant in the Plan
if such Employee made such a contribution shall be treated as an Eligible
Participant on behalf of whom no Participant Contributions are made.  31 
   Excess Aggregate Contributionsmeans, with respect to any
Plan Year, the excess of:  (1)The aggregate
Contribution Percentage Amounts taken into account in computing the numerator
of the Contribution Percentage actually made on behalf of Highly Compensated
Employees for such Plan Year, over  (2)The maximum
Contribution Percentage Amounts permitted by the ACP Test (determined by
hypothetically reducing contributions made on behalf of Highly Compensated
Employees in order of their Contribution Percentages beginning with the highest
of such percentages).  Such determination shall be
made after first determining Excess Elective Deferrals and then determining
Excess Contributions.  Excess Contributionsmeans, with respect to any
Plan Year, the excess of:  (1)The aggregate
amount of employer contributions actually taken into account in computing the
Deferral Percentage of Highly Compensated Employees for such Plan Year, over  (2)The maximum
Amount of such contributions permitted by the ADP Test (determined by
hypothetically reducing contributions made on behalf of Highly Compensated
Employees in the order of the Deferral Percentages, beginning with the highest
of such percentages).  Such determination shall be
made after first determining Excess Elective Deferrals.  Excess Elective Deferralsmeans those Elective
Deferral Contributions that are includible in a Participants gross income
under Code Section 402(g) to the extent such Participants Elective Deferral
Contributions for a taxable year exceed the dollar limitation under such Code
section. Excess Elective Deferrals shall be treated as Annual Additions, as
defined in the CONTRIBUTION LIMITATION SECTION of this article, under the Plan,
unless such amounts are distributed no later than the first April 15 following
the close of the participants taxable year.  Matching Contributionsmeans employer
contributions made to this or any other defined contribution plan, or to a
contract described in Code Section 403(b), on behalf of a participant on
account of a Participant Contribution made by such participant, or on account
of a participants Elective Deferral Contributions, under a plan maintained by
the Employer or a Controlled Group member.  Participant Contributionsmeans contributions made to
the plan by or on behalf of a participant that are included in the
participants gross income in the year in which made and that are maintained
under a separate account to which the earnings and losses are allocated.  Qualified Matching Contributionsmeans Matching
Contributions which are subject to the distribution and nonforfeitability
requirements under Code Section 401(k) when made.  Qualified Nonelective Contributionsmeans any
employer contributions (other than Matching Contributions) which an employee
may not elect to have paid to him in cash instead of being contributed to the
plan and which are subject to the distribution and nonforfeitability
requirements under Code Section 401(k) when made.  32 
   (b)Excess Elective
Deferrals. A Participant may assign to this Plan any Excess
Elective Deferrals made during a taxable year of the Participant by notifying
the Plan Administrator in writing on or before the first following March 1 of
the amount of the Excess Elective Deferrals to be assigned to the Plan. A Participant
is deemed to notify the Plan Administrator of any Excess Elective Deferrals
that arise by taking into account only those Elective Deferral Contributions
made to this Plan and any other plan of the Employer or a Controlled Group
member. The Participants claim for Excess Elective Deferrals shall be
accompanied by the Participants written statement that if such amounts are not
distributed, such Excess Elective Deferrals will exceed the limit imposed on
the Participant by Code Section 402(g) for the year in which the deferral
occurred. The Excess Elective Deferrals assigned to this Plan cannot exceed the
Elective Deferral Contributions allocated under this Plan for such taxable
year.  Notwithstanding any other
provisions of the Plan, Elective Deferral Contributions in an amount equal to
the Excess Elective Deferrals assigned to this Plan, plus any income and minus
any loss allocable thereto, shall be distributed no later than April 15 to any
Participant to whose Account Excess Elective Deferrals were assigned for the
preceding year and who claims Excess Elective Deferrals for such taxable year.  The Excess Elective
Deferrals shall be adjusted for income or loss. The income or loss allocable to
such Excess Elective Deferrals shall be equal to the income or loss allocable
to the Participants Elective Deferral Contributions for the taxable year in
which the excess occurred multiplied by a fraction. The numerator of the
fraction is the Excess Elective Deferrals. The denominator of the fraction is
the closing balance without regard to any income or loss occurring during such
taxable year (as of the end of such taxable year) of the Participants Account
resulting from Elective Deferral Contributions.  Any Matching Contributions
which were based on the Elective Deferral Contributions which are distributed
as Excess Elective Deferrals, plus any income and minus any loss allocable
thereto, shall be forfeited.  (c)ADP Test. As of the end
of each P1an Year after Excess Elective Deferrals have been determined, the
Plan must satisfy the ADP Test. The ADP Test shall be satisfied using the prior
year testing method, unless the Employer has elected to use the current year
testing method.  (1)Prior Year
Testing Method. The ADP for a Plan Year for Eligible Participants who
are Highly Compensated Employees for each Plan Year and the prior years ADP
for Eligible Participants who were Nonhighly Compensated Employees for the
prior Plan Year must satisfy one of the following tests:  (i)The ADP for a
Plan Year for Eligible Participants who are Highly Compensated Employees for
the Plan Year shall not exceed the prior years ADP for Eligible Participants
who were Nonhighly Compensated Employees for the prior Plan Year multiplied by
1.25; or  (ii)The ADP for a
Plan Year for Eligible Participants who are Highly Compensated Employees for
the Plan Year:  33 
   A.shall not
exceed the prior years ADP for Eligible Participants who were Nonhighly
Compensated Employees for the prior Plan Year multiplied by 2, and  B.the difference
between such ADPs is not more than 2.  If this is not a successor
plan, for the first Plan Year the Plan permits any Participant to make Elective
Deferral Contributions, for purposes of the foregoing tests, the prior years
Nonhighly Compensated Employees ADP shall be 3 percent, unless the Employer
has elected to use the Plan Years ADP for these Eligible Participants.  (2)Current Year
Testing Method. The ADP for a Plan Year for Eligible Participants
who are Highly Compensated Employees for each Plan Year and the ADP for
Eligible Participants who are Nonhighly Compensated Employees for the Plan Year
must satisfy one of the following tests:  (i)The ADP for a
Plan Year for Eligible Participants who are Highly Compensated Employees for
the Plan Year shall not exceed the ADP for Eligible Participants who are
Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or  (ii)The ADP for a
Plan Year for Eligible Participants who are Highly Compensated Employees for
the Plan Year:  A.shall not
exceed the ADP for Eligible Participants who are Nonhighly Compensated
Employees for the Plan Year multiplied by 2, and  B.the difference
between such ADPs is not more than 2.  If the Employer has elected
to use the current year testing method, that election cannot be changed unless
(i) the Plan has been using the current year testing method for the preceding
five Plan Years, or if less, the number of Plan Years the Plan has been in
existence; or (ii) the Plan otherwise meets one of the conditions specified in
Internal Revenue Service Notice 98-1 (or superseding guidance) for changing
from the current year testing method.  A Participant is a Highly
Compensated Employee for a particular Plan Year if he meets the definition of a
Highly Compensated Employee in affect for that Plan Year. Similarly, a
Participant is a Nonhighly Compensated Employee for a particular Plan Year if
he does not meet the definition of a Highly Compensated Employee in effect for
that Plan Year.  The Deferral Percentage for
any Eligible Participant who is a Highly Compensated Employee for the Plan Year
and who is eligible to have Elective Deferral Contributions (and Qualified
Nonelective Contributions or Qualified Matching Contributions, or both, if
treated as Elective Deferral Contributions for purposes of the ADP Test)
allocated to his account under two or more arrangements described in Code
Section 401(k) that are maintained by the Employer or a Controlled Group member
shall be determined as if such Elective Deferral Contributions (and, if
applicable, such Qualified Nonelective Contributions or Qualified Matching
Contributions, or both) were made under a single arrangement. If a Highly
Compensated Employee participates in two or  34 
   more cash or deferred
arrangements that have different plan years, all cash or deferred arrangements
ending with or within the same calendar year shall be treated as a single
arrangement. The foregoing notwithstanding, certain plans shall be treated as
separate if mandatorily disaggregated under the regulations of Code Section
401(k). If the Employer elects to apply Code Section 410(b)(4)(B) to satisfy
the requirements of Code Section 410(b), the Employer may elect to do a single
ADP Test for the mandatorily disaggregated plans for Plan Years beginning after
December 31, 1998 in accordance with Code Section 401(k) and the regulations
thereunder.  In the event this Plan
satisfies the requirements of Code Section 401(k), 401(a)(4), or 410(b) only if
aggregated with one or more other plans, or if one or more other plans satisfy
the requirements of such Code sections only if aggregated with this Plan, then
this section shall be applied by determining the Deferral Percentage of Employees
as if all such plans were a single plan. Any adjustments to the Nonhighly
Compensated Employee ADP for the prior year shall be made in accordance with
Internal Revenue Service Notice 98-1 (or superseding guidance), unless the
Employer has elected to use the current year testing method. Plans may be
aggregated in order to satisfy Code Section 401(k) only if they have the same
plan year and use the same testing method for the ADP Test.  For purposes of the ADP
Test, Elective Deferral Contributions, Qualified Nonelective Contributions, and
Qualified Matching Contributions must be made before the end of the 12-month
period immediately following the Plan Year to which the contributions relate.  The Employer shall maintain
records sufficient to demonstrate satisfaction of the ADP Test and the amount
of Qualified Nonelective Contributions or Qualified Matching Contributions, or
both, used in such test.  If the Plan Administrator
should determine during the Plan Year that the ADP Test is not being met, the Plan
Administrator may limit the amount of future Elective Deferral Contributions of
the Highly Compensated Employees.  Notwithstanding any other
provisions of this Plan, Excess Contributions, plus any income and minus any
toss allocable thereto, shall be distributed no later than the last day of each
Plan Year to Participants to whose Accounts such Excess Contributions were
allocated for the preceding Plan Year. Excess Contributions are allocated to
the Highly Compensated Employees with the largest amounts of employer
contributions taken into account in calculating the ADP Test for the year in
which the excess arose, beginning with the Highly Compensated Employee with the
largest amount of such employer contributions and continuing in descending
order until all of the Excess Contributions have been allocated. For purposes
of the preceding sentence, the largest amount is determined after
distribution of any Excess Contributions. If such excess amounts are
distributed more than 2 1/2 months after the last day of the Plan Year in which
such excess amounts arose, a 10 percent excise tax shall be imposed on the
employer maintaining the plan with respect to such amounts.  Excess Contributions shall
be treated as Annual Additions, as defined in the CONTRIBUTION LIMITATION
SECTION of this article.  35 
   The Excess Contributions
shall be adjusted for income or loss. The income or loss allocable to such
Excess Contributions allocated to each Participant shall be equal to the income
or loss allocable to the Participants Elective Deferral Contributions (and, if
applicable, Qualified Nonelective Contributions or Qualified Matching
Contributions, or both) for the Plan Year in which the excess occurred
multiplied by a fraction. The numerator of the fraction is the Excess
Contributions. The denominator of the fraction is the closing balance without
regard to any income or loss occurring during such Plan Year (as of the end of
such Plan Year) of the Participants Account resulting from Elective Deferral
Contributions (and Qualified Nonelective Contributions or Qualified Matching
Contributions, or both, if such contributions are included in the ADP Test).  Excess Contributions
allocated to a Participant shall be distributed from the Participants Account
resulting from Elective Deferral Contributions. If such Excess Contributions
exceed the balance in the Participants Account resulting from Elective
Deferral Contributions, the balance shall be distributed from the Participants
Account resulting from Qualified Matching Contributions (if applicable) and
Qualified Nonelective Contributions, respectively.  Any Matching Contributions
which were based on the Elective Deferral Contributions which are distributed
as Excess Contributions, plus any income and minus any loss allocable thereto,
shall be forfeited.  (d)ACP Test. As of the end
of each Plan Year, the Plan must satisfy the ACP Test. The ACP Test  shall be satisfied using the prior year
testing method, unless the Employer has elected to use the current year testing
method.  (1)Prior Year
Testing Method. The ACP for a Plan Year for Eligible Participants
who are Highly Compensated Employees for each Plan Year and the prior years
ACP for Eligible Participants who were Nonhighly Compensated Employees for the
prior Plan Year must satisfy one of the following tests:  (i)The ACP for the
Plan Year for Eligible Participants who are Highly Compensated Employees for
the Plan Year shall not exceed the prior years ACP for Eligible Participants
who were Nonhighly Compensated Employees for the prior Plan Year multiplied by
1.25; or  (ii)The ACP for a
Plan Year for Eligible Participants who are Highly Compensated Employees for
the Plan Year:  A.shall not
exceed the prior years ACP for Eligible Participants who were Nonhighly
Compensated Employees for the prior Plan Year multiplied by 2, and  B.the difference
between such ACPs is not more than 2.  If this is not a successor
plan, for the first Plan Year the Plan permits any Participant to make Participant
Contributions, provides for Matching Contributions, or both, for purposes of
the foregoing tests, the prior years Nonhighly Compensated Employees ACP
shall be 3 percent, unless the Employer has elected to use the Plan Years ACP
for these Eligible Participants.  36 
   (2)Current Year
Testing Method. The ACP for a Plan Year for Eligible Participants
who are Highly Compensated Employees for each Plan Year and the ACP for
Eligible Participants who are Nonhighly Compensated Employees for the Plan Year
must satisfy one of the following tests:  (i)The ACP for a
Plan Year for Eligible Participants who are Highly Compensated Employees for
the Plan Year shall not exceed the ACP for Eligible Participants who are
Nonhighly Compensated Employees for the Plan Year multiplied by, 1.25; or  (ii)The ACP for a
Plan Year for Eligible Participants who are Highly Compensated Employees for
the Plan Year:  A.shall not
exceed the ACP for Eligible Participants who are Nonhighly Compensated
Employees for the Plan Year multiplied by 2, and  B.the difference
between such ACPs is not more than 2.  If the Employer has elected
to use the current year testing method, that election cannot be changed unless
(i) the Plan has been using the current year testing method for the preceding
five Plan Years, or if less, the number of Plan Years the Plan has been in
existence; or (ii) the Plan otherwise meets one of the conditions specified in
Internal Revenue Service Notice 98-1 (or superseding guidance) for changing
from the current year testing method.  A Participant is a Highly
Compensated Employee for a particular Plan Year if he meets the definition of a
Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant
is a Nonhighly Compensated Employee for a particular Plan Year if he does not
meet the definition of a Highly Compensated Employee in effect for that Plan
Year.  Multiple
Use. If one or more Highly Compensated Employees participate in both a
cash or deferred arrangement and a plan subject to the ACP Test maintained by
the Employer or a Controlled Group member, and the sum of the ADP and ACP of
those Highly Compensated Employees subject to either or both tests exceeds the
Aggregate Limit, then the Contribution Percentage of those Highly Compensated
Employees who also participate in a cash or deferred arrangement will be
reduced in the manner described below for allocating Excess Aggregate
Contributions so that the limit is not exceeded. The amount by which each
Highly Compensated Employees Contribution Percentage is reduced shall be
treated as an Excess Aggregate Contribution. The ADP and ACP of the Highly
Compensated Employees are determined after any corrections required to meet the
ADP Test and ACP Test and are deemed to be the maximum permitted under such
tests for the Plan Year. Multiple use does not occur if either the  ADP or ACP of the Highly Compensated
Employees does not exceed 1.25 multiplied by the ADP and ACP, respectively, of
the Nonhighly Compensated Employees.  The Contribution Percentage
for any Eligible Participant who is a Highly Compensated Employee for the Plan
Year and who is eligible to have Contribution Percentage Amounts allocated to
his account under two or more plans described in Code Section 401(a) or
arrangements described in Code Section 401(k) that are maintained by the
Employer or a Controlled Group member shall be determined as if the total of
such Contribution Percentage Amounts was made under each plan.  37 
   If a Highly Compensated
Employee participates in two or more cash or deferred arrangements that have
different plan years, all cash or deferred arrangements ending with or within
the same calendar year shall be treated as a single arrangement. The foregoing
notwithstanding, certain plans shall be treated as separate if mandatorily
disaggregated under the regulations of Code Section 401 (m). If the Employer
elects to apply Code Section 410(b)(4)(B) to satisfy the                requirements of Code Section 410(b), the Employer may
elect to do a single ACP Test for the mandatorily disaggregated plans for Plan
Years beginning after December 31, 1998 in accordance with Code Section 401(m)
and the regulations thereunder.  In the event this Plan
satisfies the requirements of Code Section 401(m), 401(a)(4), or 410(b) only if
aggregated with one or more other plans, or if one or more other plans satisfy
the requirements of such Code sections only if aggregated with this Plan, then
this section shall be applied by determining the Contribution Percentage of
Employees as if all such plans were a single plan. Any adjustments to the
Nonhighly Compensated Employee ACP for the prior year shall be made in
accordance with Internal Revenue Service Notice 98-1 (or superseding guidance),
unless the Employer has elected to use the current year testing method. Plans
may be aggregated in order to satisfy Code Section 401(m) only if they have the
same plan year and use the same testing method for the ACP Test.  For purposes of the ACP
Test, Participant Contributions are considered to have been made in the Plan
Year in which contributed to the Plan. Matching Contributions and Qualified
Nonelective Contributions will be considered to have been made for a Plan Year
if made no later than the end of the 12-month period beginning on the day after
the close of the Plan Year.  The Employer shall maintain
records sufficient to demonstrate satisfaction of the ACP Test and the amount
of Qualified Nonelective Contributions or Qualified Matching Contributions, or
both, used in such test.  Notwithstanding any other
provisions of this Plan, Excess Aggregate Contributions, plus any income and
minus any loss allocable thereto, shall be forfeited, if not vested, or
distributed, if vested, no later than the last day of each Plan Year to
Participants to whose Accounts such Excess Aggregate Contributions were
allocated for the preceding Plan Year. Excess Aggregate Contributions are
allocated to the Highly Compensated Employees with the largest Contribution
Percentage Amounts taken into account in calculating the ACP Test for the year
in which the excess arose, beginning with the Highly Compensated Employee with
the largest amount of such Contribution Percentage Amounts and continuing in descending
order until all of the Excess Aggregate Contributions have been allocated. For
purposes of the preceding sentence, the largest amount is determined after
distribution of any Excess Aggregate Contributions. If such Excess Aggregate
Contributions are distributed more than 2 1/2 months after the last day of the
Plan Year in which such excess amounts arose, a 10 percent excise tax shall be
imposed on the employer maintaining the plan with respect to such amounts.  Excess Aggregate
Contributions shall be treated as Annual Additions, as defined in the
CONTRIBUTION LIMITATION SECTION of this article.  The Excess Aggregate
Contributions shall be adjusted for income or loss. The income or loss
allocable to such Excess Aggregate Contributions allocated to each Participant
shall be equal to the income or loss allocable to the Participants
Contribution Percentage Amounts for the Plan  38 
   Year in which the excess
occurred multiplied by a fraction. The numerator of the fraction is the Excess
Aggregate Contributions. The denominator of the fraction is the closing balance
without regard to any income or loss occurring during such Plan Year (as of the
end of such Plan Year) of the Participants Account resulting from Contribution
Percentage Amounts.  Excess Aggregate
Contributions allocated to a Participant shall be distributed from the
Participants Account resulting from Participant Contributions that are not
required as a condition of employment or participation or for obtaining
additional benefits from Employer Contributions. If such Excess Aggregate
Contributions exceed the balance in the Participants Account resulting from
such Participants Contributions, the balance shall be forfeited, if not
vested, or distributed, if vested, on a pro-rata basis from the Participants
Account resulting from Contribution Percentage Amounts.  (e)Employer
Elections. The Employer has not made an election to use the
current year testing method.  39 
   ARTICLE IV  INVESTMENT OF CONTRIBUTIONS  SECTION
4.01INVESTMENT AND TIMING OF CONTRIBUTIONS.  The handling of
Contributions is governed by the provisions of the Trust Agreement, the Annuity
Contract and any other funding arrangement in which the Plan Fund is or may be
held or invested. To the extent permitted by the Trust Agreement, Annuity
Contract, of other funding arrangement, the parties named below shall direct
the Contributions to the guaranteed benefit policy portion of the Annuity Contract,
any of the investment options available under the Annuity Contract, or any of
the investment vehicles available under the Trust Agreement and may request the
transfer of amounts resulting from those Contributions between such investment
options and investment vehicles or the transfer of amounts between the
guaranteed benefit policy portion of the Annuity Contract and such investment
options and investment vehicles. A Participant may not direct the Trustee or
Insurer to invest the Participants Account in collectibles. Collectibles mean
any work of art, rug or antique, metal or gem, stamp or coin, alcoholic
beverage, or other tangible personal property specified by the Secretary of the
Treasury. However, for tax years beginning after December 31, 1997, certain
coins and bullion as provided in Code Section 408(m)(3) shall not be considered
collectibles. To the extent that a Participant who has investment direction
fails to give timely direction, the Primary Employer shall direct the
investment of his Account. If the Primary Employer has investment direction,
such Account shall be invested ratably in the guaranteed benefit policy portion
of the Annuity Contract, the investment options available under the Annuity
Contract, or the investment vehicles available under the Trust Agreement in the
same manner as the Accounts of all other Participants who do not direct their
investments. The Primary Employer shall have investment direction for amounts
which have not been allocated to Participants. To the extent an investment is
no longer available, the Primary Employer may require that amounts currently
held in such investment be reinvested in other investments.  At least annually, the Named
Fiduciary shall review all pertinent Employee information and Plan data in
order to establish the funding policy of the Plan and to determine appropriate
methods of carrying out the Plans objectives. 
The Named Fiduciary shall inform the Trustee and any Investment Manager
of the Plans short-term and long-term financial needs so the investment policy
can be coordinated with the Plans financial requirements.  (a)           Elective Deferral
Contributions:  The participant shall
direct the investment of Elective Deferral Contributions and transfer of
amounts resulting from those Contributions.  (b)           Matching
Contributions which are made in the form of Qualifying Employer
Securities:  The Primary Employer shall
direct the investment of such Matching Contributions and transfer of amounts
resulting from those Contributions.  (c)           Employer Contributions
other than Elective Deferral Contributions and Matching Contributions made in
the form of Qualifying Employer Securities: 
The Participant shall direct the investment of such Employer
Contributions and transfer of amounts resulting from those Contributions.  (d)           Rollover
Contributions:  The Participant shall
direct the investment of Rollover Contributions and transfer of amounts
resulting, from those Contributions.  40 
   However, the Named Fiduciary
may delegate to the Investment Manager investment discretion for Contributions
and amounts which are not subject to Participant direction.  The Employer shall pay to
the Insurer or Trustee, as applicable, the Elective Deferral Contributions and
Qualified Nonelective Contributions for each Plan Year not later than the end
of the 12-month period immediately following the Plan Year for which they are
deemed to be paid.  All Contributions are
forwarded by the Employer to the Trustee to be deposited in the Trust Fund or
to the Insurer to be deposited under the Annuity Contract, as applicable.
Contributions that are accumulated through payroll deduction shall be paid to
the Trustee or Insurer, as applicable, by the earlier of (i) the date the
Contributions can reasonably be segregated from the Employers assets, or (ii)
the 15th business day of the month following the month in which the
Contributions would otherwise have been paid in cash to the Participant.  SECTION
4.01 AINVESTMENT IN QUALIFYING EMPLOYER SECURITIES.  One half of the
Participants Account resulting from the following Contributions will be
invested in Qualifying Employer Securities:  Matching Contributions  For purposes of determining
the annual valuation of the Plan, and for reporting to Participants and
regulatory authorities, the assets of the Plan shall be valued at least
annually on the Valuation Date which corresponds to the last day of the Plan
Year. The fair market value of Qualifying Employer Securities shall be
determined on such Valuation Date. The prices of Qualifying Employer Securities
as of the date of the transaction shall apply for purposes of valuing
distributions and other transactions of the Plan to the extent such value is
representative of the fair market value of such securities in the opinion of
the Plan Administrator. The value of a Participants Account held in the
Qualifying Employer Securities Fund may be expressed in units.  If the Qualifying Employer
Securities are not publicly traded, or if an extremely thin market exists for
such securities so that reasonable valuation may not be obtained from the
market place, then such securities must be valued at least annually by an
independent appraiser who is not associated with the Employer, the Plan
Administrator, the Trustee, or any person related to any fiduciary under the
Plan. The independent appraiser may be associated with a person who is merely a
contract administrator with respect to the Plan, but who exercises no
discretionary authority and is not a plan fiduciary.  If there is a public market
for Qualifying Employer Securities of the type held by the Plan, then the Plan
Administrator may use as the value of the securities the price at which such
securities trade in such market. If the Qualifying Employer Securities do not
trade on the relevant date, or if the market is very thin on such date, then
the Plan Administrator may use for the valuation the next preceding trading day
on which the trading prices are representative of the fair market value of such
securities in the opinion of the Plan Administrator.  Cash dividends payable on
the Qualifying Employer Securities shall be reinvested in additional shares of
such securities. In the event of any cash or stock dividend or any stock split,
such dividend or split shall be credited to the Accounts based on the number of
shares of Qualifying Employer Securities credited to each Account as of the
payable date of such dividend or split.  41 
   All purchases of Qualifying
Employer Securities shall be made at a price, or prices, which, in the
judgement of the Plan Administrator, do not exceed the fair market value of
such securities.  In the event that the
Trustee acquires Qualifying Employer Securities by purchase from a disqualified
person as defined in Code Section 4975(e)(2) or from a party-in-interest as
defined in ERISA Section 3(14), the terms of such purchase shall contain the
provision that in the event there is a final determination by the Internal
Revenue Service, the Department of Labor, or court of competent jurisdiction
that the fair market value of such securities as of the date of purchase was
less than the purchase price paid by the Trustee, then the seller shall pay or
transfer, as the case may be, to the Trustee an amount of cash or shares of
Qualifying Employer Securities equal in value to the difference between the
purchase price and such fair market value for all such shares. In the event
that cash or shares of Qualifying Employer Securities are paid or transferred
to the Trustee under this provision, such securities shall be valued at their
fair market value as of the date of such purchase, and interest at a reasonable
rate from the date of purchase to the date of payment or transfer shall be paid
by the seller on the amount of cash paid.  The Plan Administrator may
direct the Trustee to sell, resell, or otherwise dispose of Qualifying Employer
Securities to any person, including the Employer, provided that any such sales
to any disqualified person or party-in-interest including the Employer, will be
made at not less than the fair market value and no commission will be charged.
Any such sale shall be made in conformance with ERISA Section 408(e).  The Employer is responsible
for compliance with any applicable Federal or state securities law with respect
to all aspects of the Plan. If the Qualifying Employer Securities or interest
in this Plan are required to be registered in order to permit investment in the
Qualifying Employer Securities Fund as provided in this section, then such
investment will not be effective until the later of the effective date of the
plan or the date such registration or qualification is effective. The Employer,
at its own expense, will take or cause to be taken any and all such actions as may
be necessary or appropriate to affect such registration or qualification.
Further, if the Trustee is directed to dispose of any Qualifying Employer
Securities held under the Plan under circumstances which require registration
or qualification of the securities under applicable Federal or state securities
laws, then the Employer will, at its own expense, take or cause to be taken any
and all such action as may be necessary or appropriate to effect such
registration or qualification. The Employer is responsible for all compliance
requirements under Section 16 of the Securities Act.  42 
   ARTICLE V  BENEFITS  SECTION
5.01RETIREMENT BENEFITS.  On a Participants
Retirement Date, his Vested Account shall be distributed to him according to
the distribution of benefits provisions of Article VI and the provisions of the
SMALL AMOUNTS SECTION of Article X.  SECTION
5.02DEATH BENEFITS.  If a Participant dies before
his Annuity Starting Date, his Vested Account shall be distributed according to
the distribution of benefits provisions of Article VI and the provisions of the
SMALL AMOUNTS SECTION Article X.  SECTION
5.03VESTED BENEFITS.  If an Inactive Participants
Vested Account is not payable under the SMALL AMOUNTS SECTION of Article X, he
may elect, but is not required, to receive a distribution of his Vested Account
after he ceases to be an Employee. A distribution under this paragraph shall be
a retirement benefit and shall be distributed to the Participant according to
the distribution of benefits provisions of Article VI.  A Participant may not elect
to receive a distribution under the provisions of this section after he again
becomes an Employee until he subsequently ceases to be an Employee and meets
the requirements of this section.  If an Inactive Participant
does not receive an earlier distribution, upon his Retirement Date or death,
his Vested Account shall be distributed according to the provisions of the
RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION of Article V.  SECTION
5.04WHEN BENEFITS START.  (a)           Unless otherwise elected, benefits
shall begin before the 60th day following the close of the Plan Year in which
the latest date below occurs:  (1)           The date the Participant attains age
65 (or Normal Retirement Age, if earlier).  (2)           The 10th anniversary of the
Participants Entry Date.  (3)           The date the Participant ceases to be
an Employee.  Notwithstanding the
foregoing, the failure of a Participant to consent to a distribution while a
benefit is immediately distributable, within the meaning of the ELECTION
PROCEDURES SECTION of Article VI, shall be deemed to be an election to defer
the start of benefits sufficient to satisfy this section.  43 
   The Participant may elect to
have his benefits begin after the latest date for beginning benefits described
above, subject to the following provisions of this section. The Participant
shall make the election in writing. Such election must be made before his Normal
Retirement Date or the date he ceases to be an Employee, if later. The election
must describe the form of distribution and the date benefits will begin. The
Participant shall not elect a date for beginning benefits or a form of
distribution that would result in a benefit payable when he dies which would be
more than incidental within the meaning of governmental regulations.  Benefits shall begin on an
earlier date if otherwise provided in the Plan. For example, the Participants
Retirement Date or Required Beginning Date, as defined in the DEFINITIONS
SECTION of Article VII.  (b)           The Participants Vested Account
which results from Elective Deferral Contributions and Qualified Nonelective
Contributions may not be distributed to a Participant or to his Beneficiary (or
Beneficiaries) in accordance with the Participants or Beneficiarys (or
Beneficiaries) election, earlier than separation from service, death, or
disability. Such amount may also be distributed upon:  (1)           Termination of the Plan, as permitted in Article VIII.  (2)           The disposition by the Employer, if
the Employer is a corporation, to an unrelated corporation of substantially all
of the assets, within the meaning of Code Section 409(d)(2), used in a trade or
business of the Employer if the Employer continues to maintain, the Plan after
the disposition, but only with respect to Employees who continue employment
with the corporation acquiring such assets.  (3)           The disposition by the Employer, if
the Employer is a corporation, to an unrelated entity of the Employers
interest in a subsidiary, within the meaning of Code Section 409(d)(3), if the
Employer continues to maintain the Plan, but only with respect to Employees who
continue employment with such subsidiary.  (4)           The hardship of the Participant as
permitted in the WITHDRAWAL BENEFITS SECTION of this article.  All distributions that may
be made pursuant to one or more of the foregoing distributable events will be a
retirement benefit and shall be distributed to the Participant according .to
the distribution of benefit provisions of Article VI. In addition,
distributions that are triggered by (1), (2) and (3) above must be made in a
lump sum.  SECTION
5.05WITHDRAWAL BENEFITS.  A Participant may withdraw
any part of his Vested Account resulting from Rollover Contributions. A
Participant may make only two such withdrawals in any 12-month period.  A Participant may withdraw
any part of his Vested Account which results from the following Contributions  Elective Deferral
Contributions  44 
   in the event of hardship due to an immediate
and heavy financial need.  Withdrawals
from the Participants Account resulting from Elective Deferral Contributions
shall be limited to the amount of the Participants Elective Deferral
Contributions plus income allocable thereto credited to his Account as of
December 31, 1988. Immediate and heavy financial need shall be limited to:  (i) expenses incurred or necessary for
medical care, described in Code Section 213(d), of the Participant, the
Participants spouse, or any dependents of the Participant (as defined in Code
Section 152); (ii) purchase (excluding mortgage payments) of a principal
residence for the Participant; (iii) payment of tuition, related educational
fees, and room and board expenses, for the next 12 months of post-secondary
education for the Participant, his spouse, children, or dependents; (iv) the
need to prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage of the Participants principal residence; or (v)
any other distribution which is deemed by the Commissioner of Internal Revenue
to be made on account of immediate and heavy financial need as provided in
Treasury regulations.  No withdrawal shall be
allowed which is not necessary to satisfy such immediate and heavy financial
need. Such withdrawal shall be deemed necessary only if all of the following
requirements are met: (i) the distribution is not in excess of the amount of
the immediate and heavy financial need (including amounts necessary to pay any
Federal, state, or local income taxes or penalties reasonably anticipated to
result from the distribution); (iii) the Participant has obtained all
distributions, other than hardship distributions, and all nontaxable loans
currently available under all plans maintained by the Employer; (iii) the Plan,
and all other plans maintained by the Employer, provide that the Participants
elective contributions and participant contributions will be suspended for at
least 12 months after receipt of the hardship distribution; and (iv) the Plan,
and all other plans maintained by the Employer, provide that the Participant
may not make elective contributions for the Participants taxable year
immediately following the taxable year of the hardship distribution in excess
of the applicable limit under Code Section 402(g) for such next taxable year
less the amount of such Participants elective contributions for the taxable
year of the hardship distribution. The Plan will suspend elective contributions
and participant contributions for 12 months and limit elective deferrals as
provided in the preceding sentence. A Participant shall not cease to be an
Eligible Participant, as defined in the EXCESS AMOUNTS SECTION of Article III,
merely because his elective contributions or participant contributions are
suspended.  A request for withdrawal
shall be made in such manner and in accordance with such rules as the Employer
will prescribe for this purpose (including by means of voice response or other
electronic means under circumstances the Employer permits). Withdrawals shall
be a retirement benefit and shall be distributed to the Participant according
to the distribution of benefits provisions of Article VI.A forfeiture shall not
occur solely as a result of a withdrawal.  SECTION
5.06LOANS TO PARTICIPANTS.  Loans shall be made
available to all Participants on a reasonably equivalent basis. For purposes of
this section, and unless otherwise specified, Participant means any Participant
or Beneficiary who is a party-in-interest as defined in ERISA. Loans shall not
be made to Highly Compensated Employees in an amount greater than the amount
made available to other Participants.  No loans will be made to any
shareholder-employee or Owner-employee. For purposes of this requirement, a
shareholder-employee means an employee or officer of an electing small business
(Subchapter S) corporation who owns (or is considered as owning within the
meaning of Code Section 318(a)(1)), on any day during the taxable year of such
corporation, more than 5 percent of this outstanding stock of the corporation.  45 
   A loan to a Participant
shall be a Participant-directed investment of his Account. The portion of the
Participants Account held in the Qualifying Employer Securities Fund may be
redeemed for purposes of a loan only after the amount held in other investment
options has been depleted. The loan is a Trust Fund investment but no Account
other than the borrowing Participants Account shall share in the interest paid
on the loan or bear any expense or loss incurred because of the loan.  The number of outstanding
loans shall be limited to one. No more than one loan shall be approved for any
Participant in any 12-month period. The minimum amount of any loan shall be
$1,000.  Loans must be adequately
secured and bear a reasonable rate of interest.  The amount of the loan shall
not exceed the maximum amount that may be treated as a loan under Code Section
72(p) (rather than a distribution) to the Participant and shall be equal to the
lesser of (a) or (b) below:  (a)           $50,000, reduced by the highest
outstanding loan balance of loans during the one-year period ending on the day
before the new loan is made.  (b)           The greater of (1) or (2), reduced by
(3) below:  (1)           One-half of the Participants Vested Account.  (2)           $10,000.  (3)           Any outstanding loan balance on the date the new loan is
made.  For purposes of this maximum, a Participants
Vested Account does not include any accumulated deductible employee
contributions, as defined in Code Section 72(o)(5)(B), and all qualified
employer plans, as defined in Code Section 72(p)(4), of the Employer and any
Controlled Group member shall be treated as one plan.  The foregoing
notwithstanding, the amount of such loan shall not exceed 50 percent of the
amount of the Participants Vested Account. For purposes of this maximum, a
Participants Vested Account does not include any accumulated deductible
employee contributions, as defined in Code Section 72(o)(5)(B). No collateral
other than a portion of the Participants Vested Account (as limited above)
shall be accepted. The Loan Administrator shall determine if the collateral is
adequate for the amount of the loan requested.  Each loan shall bear a
reasonable fixed rate of interest to be determined by the Loan Administrator.
In determining the interest rate, the Loan Administrator shall take into
consideration fixed interest rates currently being charged by commercial
lenders for loans of comparable risk on similar terms and for similar
durations, so that the interest will provide for a return commensurate with
rates currently charged by commercial lenders for loans made under similar
circumstances. The Loan Administrator shall not discriminate among Participants
in the matter of interest rates: but loans granted at different times may bear
different interest rates in accordance with the current appropriate standards.  The loan shall by its terms
require that repayment (principal and interest) be amortized in level payments,
not less frequently than quarterly, over a period not extending beyond five
years from the date of the loan. If the loan is used to acquire a dwelling
unit, which within a reasonable time (determined at the time the loan is made) will
be used as the principal residence of the Participant, the repayment period may
extend beyond five years from the date of the loan. The period of repayment for
any loan shall be arrived at  46 
   by mutual agreement between the Loan
Administrator and the Participant and if the loan is for a principal residence,
shall not be made for a period longer than the repayment period consistent with
commercial practices.  The Participant shall make
an application for a loan in such manner and in accordance with such rules as
the Employer shall prescribe for this purpose (including by means of voice
response or other electronic means under circumstances the Employer permits).
The application must specify the amount and duration requested.  Information contained in the
application for the loan concerning the income, liabilities, and assets of the
Participant will be evaluated to determine whether there is a reasonable
expectation that the Participant will be able to satisfy payments on the loan
as due. Additionally, the Loan Administrator will pursue any appropriate
further investigations concerning the creditworthiness and credit history of
the Participant to determine whether a loan should be approved.  Each loan shall be fully
documented in the form of a promissory note signed by the Participant for the
face amount of the loan, together with interest determined as specified above.  There will be an assignment
of collateral to the Plan executed at the time the loan is made.  In those cases where
repayment through payroll deduction is available, installments are so payable,
and a payroll deduction agreement shall be executed by the Participant at the
time the loan is made. Loan repayments that are accumulated through payroll
deduction shall be paid to the Trustee by the earlier of (i) the date the loan
repayments can reasonably be segregated from the Employers assets, or (ii) the
15th business day of the month following the month in which such amounts would
otherwise have been paid in cash to the Participant.  Where payroll deduction is
not available, payments in cash are to be timely made. Any payment that is not
by payroll deduction shall be made payable to the Employer or the Trustee, as
specified in the promissory note, and delivered to the Loan Administrator,
including prepayments, service fees and penalties, if any, and other amounts
due under the note. The Loan Administrator shall deposit such amounts into the
Plan as soon as administratively practicable after they are received, but in no
event later than the 15th business day of the month after they are received.  The promissory note may
provide for reasonable late payment penalties and service fees. Any penalties
or service fees shall be applied to all Participants in a nondiscriminatory
manner. If the promissory note so provides, such amounts may be assessed and
collected from the Account of the Participant as part of the loan balance.  Each loan may be paid prior
to maturity, in part or in full, without penalty or service fee, except as may
be set out in the promissory note.  The Plan shall suspend loan
payments for a period not exceeding one year during which an approved unpaid
leave of absence occurs other then a military leave of absence. The Loan
Administrator shall provide the Participant a written explanation of the effect
of the suspension of payments upon his loan.  If a Participant separates
from service (or takes a leave of absence) from the Employer because of service
in the military and does not receive a distribution of his Vested Account, the
Plan shall suspend loan payments until the Participants completion of military
service of until the Participants fifth anniversary of  47 
   commencement of military service, if earlier,
as permitted under Code Section 414(u). The Loan Administrator shall provide
the Participant a written explanation of the effect of his military service
upon his loan.  If any payment of principal
and interest, or any portion thereof, remains unpaid for more than 90 days
after due, the loan shall be in default. For purposes of Code Section 72(p),
the Participant shall then be treated as having received a deemed distribution
regardless of whether or not a distributable event has occurred.  Upon default, the Plan has
the right to pursue any remedy available by law to satisfy the amount due,
along with accrued interest, including the right to enforce its claim against
the security pledged and execute upon the collateral as allowed by law.  The entire principal balance
whether or not otherwise then due, along with accrued interest, shall become
immediately due and payable without demand or notice, and subject to collection
or satisfaction by any lawful means, including specifically, but not limited
to, the right to enforce the claim against the security pledged and to execute
upon the collateral as allowed by law.  In the event of default,
foreclosure on the note and attachment of security or use of amounts pledged to
satisfy the amount then due shall not occur until a distributable event occurs
in accordance with the Plan, and shall not occur to an extent greater than the
amount then available upon any distributable event which has occurred under the
Plan.  All reasonable costs and
expenses, including but not limited to attorneys fees, incurred by the Plan in
connection with any default or in any proceeding to enforce any provision of a
promissory note or instrument by which a promissory note for a Participant loan
is secured, shall be assessed and collected from the Account of the Participant
as part of the loan balance.  If payroll deduction is
being utilized, in the event that a Participants available payroll deduction
amounts in any given month are insufficient to satisfy the total amount due,
there will be an increase in the amount taken subsequently, sufficient to make
up the amount that is then due. If any amount remains past due more than 90
days, the entire principal amount, whether or not, otherwise then due, along
with interest then accrued and any other amount then due under the promissory
note, shall become due and payable, as above.  If no distributable event
has occurred under the Plan at the time that the Participants Vested Account
would otherwise be used under this provision to pay any amount due under the
outstanding loan, this will not occur until the time, or in excess of the
extent to which, a distributable event occurs under the Plan. An outstanding
loan will become due and payable in full 60 days after a Participant ceases to
be an Employee and a party-in-interest as defined in ERISA or after complete
termination of the Plan.  SECTION 5.07DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS
ORDERS.  The Plan specifically
permits distributions to an Alternate Payee under a qualified domestic
relations order as defined in Code Section 414(p), at any time, irrespective of
whether the Participant has attained his earliest retirement age, as defined in
Code Section 414(p), under the Plan. A distribution to an Alternate Payee before
the Participant has attained his earliest retirement age is available only if
the order specifies that distribution shall be made prior to the earliest
retirement age or allows the Alternate Payee to elect a distribution prior to
the earliest retirement age.  48 
   Nothing in this section
shall permit a Participant to receive a distribution at a time otherwise not
permitted under the Plan nor shall it permit the Alternate Payee to receive a
form of payment not permitted under the Plan.  The benefit payable to an
Alternate Payee shall be subject to the provisions of the SMALL AMOUNTS SECTION
of Article X if the value of the benefit does not exceed $5,000 ($3,500 for
Plan Years beginning before August 6, 1997).  The Plan Administrator shall
establish reasonable procedures to determine the qualified status of a domestic
relations order. Upon receiving a domestic relations order, the Plan
Administrator shall promptly notify the Participant and the Alternate Payee named
in the order, in writing, of the receipt of the order and the Plans procedures
for determining the qualified status of the order. Within a reasonable period
of time after receiving the domestic relations order, the Plan Administrator
shall determine the qualified status of the order and shall notify the
Participant and each Alternate Payee, in writing, of its determination. The
Plan Administrator shall provide notice under this paragraph by mailing to the
individuals address specified in the domestic relations order, or in a manner
consistent with Department of Labor regulations. The Plan Administrator may
treat as qualified any domestic relations order entered into before January 1,
1985, irrespective of whether it satisfies all the requirements described in
Code Section 414(p).  If any portion of the
Participants Vested Account is payable during the period the Plan
Administrator is making its determination of the qualified status of the
domestic relations order, a separate accounting shall be made of the amount
payable. If the Plan Administrator determines the order is a qualified domestic
relations order within 18 months of the date amounts are first payable
following receipt of the order, the payable amounts shall be distributed in
accordance with the order. If the Plan Administrator does: not make its
determination of the qualified status of the order within the 18-month
determination period, the payable amounts shall be distributed in the manner
the Plan would distribute if the order did not exist and the order shall apply
prospectively if the Plan Administrator later determines the order is a
qualified domestic relations order.  The Plan shall make payments
or distributions required under this section by separate benefit checks or
other separate distribution to the Alternate Payee(s).  49 
   ARTICLE VI  DISTRIBUTION OF BENEFITS  SECTION
6.01FORM OF DISTRIBUTION.  (a)           Retirement Benefits.  The only form of retirement benefit is a
single sum payment.  (b)           Death Benefits.  The only form of death benefit is a single
sum payment.  SECTION
6.02ELECTION PROCEDURES.  The Participant shall make
any election under this section in writing. The Plan Administrator may require
such individual to complete and sign any necessary documents as to the
provisions to be made. Any election              
permitted under (a) below shall be subject to the qualified election provisions
of (b) below.  (a)           Death Benefits.  A Participant may elect his Beneficiary.  (b)           Qualified
Election.  The Participant
may make an election at any time during the election period. The Participant
may revoke the election made (or make a new election) at any time and any
number of times during the election period. An election is effective only if it
meets the consent requirements below.  (1)           Election
Period for Death Benefits. 
A Participant may make an election as to death benefits at any time
before he dies.  (2)           Consent
to Election.  If the
Participants Vested Account exceeds $5,000 ($3,500 for Plan Years beginning
before August 6, 1997), any benefit which is immediately distributable requires
the consent of the Participant. Such consent shall also be required if the
Participants Vested Account at the time of any prior distribution exceeded
$5,000 ($3,500for Plan Years beginning before August 6, 1997). However, for
distributions made after March 21, 1999, such consent shall only be required if
the Participants Vested Account exceeds $5,000.  The consent of the
Participant to a benefit which is immediately distributable must not be made
before the date the Participant is provided with the notice of the ability to
defer the distribution. Such consent shall be made in writing.  The consent shall not be
made more then 90 days before the Annuity Starting Date. The consent of the
Participant Shall not be required to the extent that a distribution is required
to satisfy Code Section 401(a)(9) or Code Section 415.  In addition, upon
termination of this Plan, if the Plan does not offer an annuity option
(purchased from a commercial provider), and if the Employer (or any entity
within the same Controlled Group) does not maintain another defined
contribution plan (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7)), the Participants Account balance will, without the
Participants consent, be distributed to the Participant.  50 
   However, if any entity
within the same Controlled Group maintains another defined contribution plan
(other than an employee stock ownership plan as defined in Code Section
4975(e)(7)) then the Participants Account will be transferred, without the
Participants consent, to the other plan if the Participant does not consent to
an immediate distribution.  A benefit is immediately
distributable if any part of the benefit could be distributed to the
Participant before the Participant attains the older of Normal Retirement Age
or age 62.  Spousal consent is needed to
name a Beneficiary other then the Participants spouse. If a Participant names
a Beneficiary other than his spouse, the spouse has the right to limit consent
only to a specific Beneficiary. The spouse can relinquish such right. Such
consent shall be in writing. The spouses consent shall be witnessed by a plan
representative or notary public. The spouses consent must acknowledge the
effect of the election, including that the spouse had the right to limit
consent only to a specific Beneficiary and that the relinquishment of such
right was voluntary. Unless the consent of the spouse expressly permits
designations by the Participant without a requirement of further consent by the
spouse, the spouses consent must be limited to the Beneficiary, class of
Beneficiaries, or contingent Beneficiary named in the election.  Spousal consent is not
required, however, if the Participant establishes to the satisfaction of the
plan representative that the consent of the spouse cannot be obtained because
there is no spouse or the spouse cannot be located. A spouses consent under this
paragraph shall not be valid with respect to any other spouse. A Participant
may revoke a prior election without the consent of the spouse. Any new election
will require a new spousal consent, unless the consent of the spouse expressly
permits such election by the Participant without further consent by the spouse.
A spouses consent may be revoked at any time within the Participants election
period.  SECTION
6.03NOTICE REQUIREMENTS.  Right
to Defer. The Plan Administrator shall furnish to the
Participant a written explanation of the right of the Participant to defer
distribution until the benefit is no longer immediately distributable.  The Plan Administrator shall
furnish the written explanation by a method reasonably calculated to reach the
attention of the Participant no less than 30 days, and no more then 90 days,
before the Annuity Starting Date.  However, distribution may
begin less than 30 days after the notice described in this subparagraph is
given, provided the Plan Administrator clearly informs the Participant that he
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 the
Participant, after receiving the notice, affirmatively elects a distribution.  51 
   ARTICLE VII  DISTRIBUTION REQUIREMENTS  SECTION 7.01APPLICATION.  The timing of any
distribution must meet the requirements of this article.  SECTION 7.02DEFINITIONS.  For purposes of this
article, the following terms are defined:  5-percent Ownermeans a 5-percent owner as
defined in Code Section 416. A Participant is treated as a 5-percent Owner for
purposes of this article if such Participant is a 5-percent Owner at any time
during the Plan Year ending with or within the calendar year in which such
owner attains age 70 1/2.  In addition, a Participant
is treated as a 5percent Owner for purposes of this article if such Participant
becomes a 5-percent Owner in a later Plan Year. Such Prticipants Required
Beginning Date shall not be later than the April 1 of the calendar year
following the calendar year in which such later Plan Year ends.  Once distributions have
begun to a 5-percent Owner under this article, they must continue to be
distributed, even if the Participant ceases to be a 5-percent Owner in a
subsequent year.  Required Beginning Datemeans, for a Participant
who is a 5-percent Owner, the April 1 of the calendar-, year following the
calendar year in which he attains age 70 1/2.  Required Beginning Date
means, for any Participant who is not a 5-percent Owner, the April 1 of the
calendar year following the later of the calendar year in which he attains age
70 1/2 or the calendar year in which he retires.  The preretirement age 70 1/2
distribution option is only eliminated with respect to Participants who reach
age 70 1/2 in or later a calendar year that begins after the tartar of December
31, 1998, or the adoption date of the amendment which eliminated such option.
The preretirement age 701/2 distribution is an optional form of benefit under
which benefits payable in a particular distribution form (including any
modifications that may be elected after benefits begin) begin at a time during
the period that begins on or after January 1 of the calendar year in which the
Participant attains age 70 1/2 and ends April 1 of the immediately following
calendar year.  The options available for
Participants who are not 5-percent Owners and attained age 701/2 in calendar
years before the calendar year that begins after the later of December 31,
1998, or the adoption date of the amendment which eliminated the preretirement
age 70 1/2 distribution shall be the following. Any such Participant attaining
age 70 1/2 in years after 1995 may elect by April 1 of the calendar year
following the calendar year in which he attained age 70 1/2 (or by December 31,
1997 in the case of a Participant attaining age 70 1/2 in 1996) to defer
distributions until the calendar year following the calendar year in which he
retires.  52 
   SECTION 7.03DISTRIBUTION REQUIREMENTS.  (a)           General Rules.  (1)           The requirements of this article
shall apply to any distribution of a Participants interest and shall take
precedence over any inconsistent provisions of this Plan. Unless otherwise
specified, the provisions, of this article apply to calendar years beginning
after December 31, 1984.  (2)           All distributions required under this
article shall be determined and made in accordance with the proposed regulations
under Code Section 401(a)(9).  (3)           With respect to distributions under
the Plan made for calendar years beginning on or after January 1, 2001 (January
1 of the calendar year in which these provisions were first adopted, if later),
the Plan will apply the minimum distribution requirements of Code Section
401(a)(9) in accordance with the regulations under Code Section 401(a)(9) that
were proposed on January 17, 2001, notwithstanding any provision of the Plan to
the contrary. These provisions shall continue in effect until the end of the
last calendar year beginning before the effective date of final regulations
under Code Section 401(a)(9) or such other date as may be specified in guidance
published by the Internal Revenue Service.  (b)           Required Beginning Date. The
entire interest of a Participant must be distributed or begin to be distributed
no later than the Participants Required Beginning Date.  (c)           Death Distribution Provisions.
If the Participant dies before distribution of his interest begins,
distribution of the Participants entire interest shall be completed by
December 31 of the calendar year containing the fifth anniversary of the
Participants death.  53 
   ARTICLE
VIll  TERMINATION OF THE PLAN  The Employer expects to
continue the Plan indefinitely but reserves the right to terminate the Plan in
whole or in part at any time upon giving written notice to all parties
concerned. Complete discontinuance of Contributions constitutes complete termination
of the Plan.  The Account of each
Participant shall be fully (100%) vested and nonforfeitable as of the effective
date of complete termination of the Plan. The Account of each Participant who
is included in the group of Participants deemed to be affected by the partial
termination of the Plan shall be fully (100%) vested and nonforfeitable as of
the effective date of the partial termination of the Plan. The Participants
Account shall continue to participate in the earnings credited, expenses charged,
and any appreciation or depreciation of the Investment Fund until his Vested
Account is distributed.  A Participants Account
which does not result from the Contributions listed below may be distributed to
the Participant after the effective date of the complete termination of the
Plan:  Elective Deferral
Contributions Qualified Nonelective
Contributions  A Participants Account resulting from such
Contributions may; be distributed upon complete termination of the Plan, but
only if neither the Employer nor any Controlled Group member maintain or
establish a successor defined contribution plan (other than an employer stock
ownership plan as defined in Code Section 4975(e)(7), a simplified employee
pension plan as defined in Code Section 408(k) of a SIMPLE IRA plan as defined
in Code Section 408(p)) and such distribution is made in a lump sum. A
distribution under this article shall be a retirement benefit and shall be
distributed to the Participant according to the provisions of Article VI.  The Participants entire
Vested Account shall be paid in a single sum to the Participant as of the
effective date of complete termination of the Plan if (i) the requirements for
distribution of Elective Deferral Contributions in the above paragraph are met
and (ii) consent of the Participant is not required in the ELECTION PROCEDURES
SECTION of Article VI to distribute a benefit which is immediately
distributable. This is a small amounts payment. The small amounts payment is in
full settlement of all benefits otherwise payable.  Upon complete termination of
the Plan, no more Employees shall become Participants and no more Contributions
shall be made.  The assets of this Plan
shall not be paid to the Employer at any time, except that, after the
satisfaction of all liabilities under the Plan, any assets remaining may be
paid to the Employer. The payment may not be made if it would contravene any
provision of law.  54 
   ARTICLE IX  ADMINISTRATION OF THE PLAN  SECTION
9.01ADMINISTRATION.  Subject to the provisions of
this article, the Plan Administrator has complete control of the administration
of the Plan. The Plan Administrator has all the powers necessary for it to
properly carry out its administrative duties. Not in limitation, but in
amplification of the foregoing, the Plan Administrator has complete discretion
to construe or interpret the provisions, of the Plan, including ambiguous
provisions, if any, and to determine all questions that may arise under the
Plan, including all questions relating to the eligibility of Employees to
participate in the Plan and the amount of benefit to which any Participant or
Beneficiary may become entitled. The Plan Administrators decisions upon all
matters within the scope of its authority shall be final.  Unless otherwise set out in
the Plan or Annuity Contract, the Plan Administrator may delegate recordkeeping
and other duties which are necessary for the administration of the Plan to any
person or firm which agrees to accept such duties. The Plan Administrator shall
be entitled to rely upon all tables, valuations, certificates and reports
furnished by the consultant or actuary appointed by the Plan Administrator and
upon all opinions given by any counsel selected or approved by the Plan Administrator.  The Plan Administrator shall
receive all claims for benefits by Participants, former Participants and
Beneficiaries. The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those
benefits under the provisions of the Plan. The Plan Administrator may establish
rules and procedures to be followed by Claimants in filing claims for benefits,
in furnishing and verifying proofs necessary to determine age, and in any other
matters required to administer the Plan.  SECTION 9.02EXPENSES.  Expenses of the Plan, to the
extent that the Employer does not pay such expenses, may be paid out of the
assets of the Plan provided that such payment is consistent with ERISA. Such
expenses include, but are not limited to, expenses for bonding required by
ERISA; expenses for recordkeeping and other administrative services; fees and
expenses of the Trustee or Annuity Contract; expenses for investment education
service; and direct costs that the Employer incurs with respect to the Plan.  SECTION 9.03RECORDS.  All acts and determinations
of the Plan Administrator shall be duly recorded. All these records, together
with other documents necessary for the administration of the Plan, shall be
preserved in the Plan Administrators custody.  Writing (handwriting, typing, printing),
photostating, photographing, microfilming, magnetic impulse, mechanical or
electrical recording, or other forms of data compilation shall be acceptable
means of keeping records.  55 
   SECTION 9.04INFORMATION AVAILABLE.  Any Participant in the Plan
or any Beneficiary may examine copies of the Plan description, latest annual
report, any bargaining agreement, this Plan, the Annuity Contract or any other
instrument under which the Plan was established or is operated.  The Plan Administrator shall maintain all of
the items listed in this section in its office, or in such other place or
places as it may designate in order to comply with governmental regulations.
These items may be examined during reasonable business hours.  Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator shall
furnish him with a copy of any of these items. 
The Plan Administrator may make a reasonable charge to the requesting
person for the copy.  SECTION 9.05CLAIM AND APPEAL PROCEDURES.  A Claimant must submit any
required forms and pertinent information when making a claim for benefits under
the Plan.  If a claim for benefits
under the Plan is denied, the Plan Administrator shall provide adequate written
notice to the Claimant whose claim for benefits under the Plan has been
denied.  The notice must be furnished
within 90 days of the date that the claim is received by the Plan
Administrator.  The Claimant shall be
notified in writing within this initial 90-day period if special circumstances
require an extension of time needed to process the claim and the date by which
the Plan Administrators decision is expected to be rendered.  The written notice shall be furnished no
later than 180 days after the date the claim was received by the Plan
Administrator.  The Plan Administrators
notice to the Claimant shall specify the reason for the denial; specify
references to pertinent Plan provisions on which denial is based; describe any
additional material and information needed for the Claimant to perfect his
claim for benefits; explain why the material and information is needed; inform
the Claimant that any appeal he wishes to make must be in writing to the Plan
Administrator within 60 days after receipt of the Plan Administrators notice
of denial of benefits and that failure to make he written appeal within such
60-day period renders the Plan Administrators determination of such denial
final, binding and conclusive.  If the Claimant appeals to
the Plan Administrator, the Claimant (or his authorized representative) may
submit in writing whatever issues and comments the Claimant (or his authorized
representative) feels are pertinent. 
The Claimant (for his authorized representative) may review pertinent
Plan documents.  The Plan Administrator
shall reexamine all facts related to the appeal and make a final determination
as to whether the denial of benefits is justified under the circumstances.  The Plan Administrator shall advise the
Claimant of its decision within 60 days of his written request for review,
unless special circumstances (such as a hearing) would make rendering a decision
within the 60-day limit unfeasible.  The
Claimant must be notified within the 60-day limit if an extension is
necessary.  The Plan Administrator shall
render a decision on a claim for benefits no later than 120 days after the
request for review is received.  SECTION 9.06DELEGATION OF AUTHORITY.  All or any part of the
administrative duties and responsibilities under this article may be delegated
by the Plan Administrator to a retirement committee.  The duties and responsibilities of the retirement committee shall
be set out in a separate written agreement.  56 
   SECTION 9.07EXERCISEOF DISCRETIONARY AUTHORITY.  The Employer, Plan
Administrator and any other person or entity who has authority with respect to
the management, administration, or investment of the Plan may exercise that
authority in its/his full discretion, subject only to the duties imposed under
ERISA. This discretionary authority includes, but is not limited to, the
authority to make any and all factual determinations and interpret all terms
and provisions of the Plan documents relevant to the issue under consideration.
The exercise of authority will be binding upon all persons; will be given
deference in all courts of law; and will not be overturned or set aside by any
court of law unless found to be arbitrary and capricious or made in bad faith.  SECTION 9.08VOTING AND TENDER OF QUALIFYING EMPLOYER SECURITIES.  Voting rights with respect
to Qualifying Employer Securities will be passed through to Participants.
Participants will be allowed to direct the voting rights of Qualifying Employer
Securities for any matter put to the vote of shareholders. Before each meeting
of shareholders, the Employer shall cause to be sent to each person with power
to control such voting rights a copy of any notice and any other information
provided to shareholders and, if applicable, a form for instructing the Trustee
how to vote at such meeting (or any adjournment thereof) the number of full and
fractional shares subject to such persons voting control. The Trustee may
establish a deadline in advance of the meeting by which such forms must be
received in order to be effective.  Each Participant shall be
entitled to one vote for each share credited to his Account.  If some or all of the
Participants have not directed or have not timely directed the Trustee on how
to vote, then the Trustee shall vote such Qualifying Employer Securities in the
same proportion as those shares of Qualifying Employer Securities for which the
Trustee has received proper direction for such matter.  Tender rights or exchange
offers for Qualifying Employer Securities will be passed through to
Participants. As soon as practicable after the commencement of a tender or
exchange offer for Qualifying Employer Securities, the Employer shall cause
each person with power to control the response to such tender or exchange offer
to be advised in writing the terms of the offer and, if applicable, to be
provided with a form for instructing the Trustee, or for revoking such
instruction, to tender or exchange shares of Qualifying Employer Securities, to
the extent permitted under the terms of such offer. In advising such persons of
the terms of the offer, the Employer may include statements from the board of
directors setting forth its position with respect to the offer.  If some or all of the
Participants have not directed or have not timely directed the Trustee on how
to tender, then the Trustee shall tender such Qualifying Employer Securities in
the same proportion as those shares of Qualifying Employer Securities for which
the Trustee has received proper direction for such matter.  If the tender or exchange
offer is limited so that all of the share that the Trustee has been directed to
tender or exchange cannot be sold or exchanged, the shares that each
Participant directed to be tendered or exchanged shall be deemed to have been
sold or exchanged in the same ratio that the number of shares actually sold or
exchanged bears to the total number of shares that the Trustee was directed to
tender or exchange.  The Trustee shall hold the
Participants individual directions with respect to voting rights or tender
decisions in confidence and, except as required by raw, shall not divulge or
release such individual directions  57 
   to anyone associated with the Employer. The
Employer may require verification of the Trustees compliance with the
directions received from Participants by any independent auditor selected by
the Employer, provided that such auditor agrees to maintain the confidentiality
of such individual directions.  The Employer may develop
procedures to facilitate the exercise of votes or tender rights, such as the
use of facsimile transmissions for the Participants located in physically
remote areas.  58 
   ARTICLE X  GENERAL PROVISIONS  SECTION 10.01AMENDMENTS.  The Employer may amend this
Plan at any time, including any remedial retroactive changes (within, the time
specified by Internal Revenue Service regulations), to comply with any law or
regulation issued by any governmental agency to which the Plan is subject.  An amendment may not
diminish or adversely affect any accrued interest or benefit of Participants or
their Beneficiaries nor allow reversion or diversion of Plan assets to the
Employer at any time, except as may be required to comply with any law or
regulation issued by any governmental agency to which the Plan is subject.  No amendment to this Plan
shall be effective to the extent that it has the effect of decreasing a
Participants accrued benefit. However, a Participants Account may be reduced
to the extent permitted under Code Section 412(c)(8). For purposes of this
paragraph, a Plan amendment which has the effect of decreasing a Participants
Account with respect to benefits attributable to service before the amendment
shall be treated as reducing an accrued benefit. Furthermore, if the vesting
schedule of the Plan is amended, in the case of an Employee who is a
Participant as of the later of the date such amendment is adopted or the date
it becomes effective, the nonforfeitable percentage (determined as of such
date) of such Employees right to his employer-derived accrued benefit shall
not be less than his percentage computed under the Plan without regard to such
amendment.  No amendment to the Plan
shall be effective to eliminate or restrict an optional form of benefit with
respect to benefits attributable to service before the amendment except as
provided in the MERGERS AND DIRECT TRANSFERS SECTION of this article and below:  (a)           The Plan is amended to eliminate or
restrict the ability of a Participant to receive payment of his Account balance
under a particular optional form of benefit and the amendment satisfies the
conditions in (1) and (2) below:  (1)           The amendment provides a single sum
distribution form that is otherwise identical to the optional form of benefit
eliminated or restricted. For purposes of this condition (1), a single sum
distribution form is otherwise identical only if it is identical in all
respects to the eliminated or restricted optional form of benefit (or would be
identical except that it provides greater rights to the Participant) except
with respect to the timing of payments after commencement.  (2)           The amendment provides that the
amendment shall not apply to any distribution with an Annuity Starting Date
earlier than the earlier of:  (i)            the 90th day after the date the
Participant receiving the distribution has been furnished a summary that
reflects the amendment and that satisfies the ERISA requirements at 29 CFR
2520.104b-3 relating to a summary of material modifications, or  59 
   (ii)           the first day of the second Plan Year
following the Plan Year in which the amendment is adopted.  (b)           The Plan is amended to eliminate or
restrict in-kind distributions and the conditions in Q&A 2 (b)(2)(iii)
in section 1.411 (d)-4 of the regulations are met.  If, as a result of an
amendment, an Employer Contribution is removed that is not 100% immediately
vested when made, the applicable vesting schedule shall remain in effect after
the date of such amendment. The Participant shall not become immediately 100%
vested in such Contributions as a result of the elimination of such Contribution
except as otherwise specifically provided in the Plan.  An amendment shall not
decrease a Participants vested interest in the Plan. If an amendment to the
Plan, or a deemed amendment in the case of a change in top-heavy status of the
Plan as provided in the; MODIFICATION OF VESTING REQUIREMENTS SECTION of
Article XI, changes the computation of the percentage used to determine that
portion of a Participants Account attributable to Employer Contributions which
is nonforfeitable (whether directly or indirectly), each Participant or former
Participant  (c)           who has completed at least three
Years of Service on the date the election period described below ends (five
Years of Service if the Participant does not have at least one Hour-of-Service
in a Plan Year beginning after December 31, 1988) and  (d)           whose nonforfeitable percentage will
be determined on any date after the date of the change  may elect, during the election period, to
have the nonforfeitable percentage of his Account that results from Employer
Contributions determined without regard to the amendment. This election may not
be revoked. If after the Plan is changed, the Participants nonforfeitable
percentage will at all times be as great as it would have been if the change
had not been made, no election needs to be provided. The election period shall
begin no later than the date the Plan amendment is adopted, or deemed adopted
in the case of a change in the top-heavy status of the Plan, and end no earlier
than the 60th day after the latest of the date the amendment is adopted (deemed
adopted) or becomes effective, or the date the Participant is issued written
notice of the amendment (deemed amendment) by the Employer or the Plan
Administrator.  SECTION 10.02DIRECT ROLLOVERS.  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 Distributive in a Direct Rollover.  Any distributions made under
the SMALL AMOUNTS SECTION of this article (or which are small amounts payments
made under Article VIII at complete termination of the Plan) which are Eligible
Rollover Distributions and for which the Distributee has not elected to either
have such distribution paid to him or to an Eligible Retirement Plan shall be
paid to the Distributee.  60 
   SECTION 10.03MERGERS ANDDIRECT TRANSFERS.  The Plan may not be merged
or consolidated with, nor have its assets or liabilities transferred to, any
other retirement plan, unless each Participant in the plan would (if the plan
then terminated) receive a benefit immediately after the merger, consolidation,
or transfer which is equal to or greater than the benefit the Participant would
have been entitled to receive immediately before he merger, consolidation, or
transfer (if this Plan had then terminated). The Employer may enter into merger
agreements or direct transfer of assets agreements with the employers under
other retirement plans which are qualifiable under Code Section 401(a),
including an elective transfer, and may accept the direct transfer of plan
assets, or may transfer plan assets, as a party to any such agreement. The
Employer shall not consent to, or be a party to a merger, consolidation, or
transfer of assets with a plan which is subject to the survivor annuity
requirements of Code Section 401 (a)(11) if such action would result in a
survivor annuity feature being maintained under this Plan.  Notwithstanding any
provision of the Plan to the contrary, to the extent any optional form of
benefit under the Plan permits a distribution prior to the Employees
retirement, death, disability, or severance from employment, and prior to plan
termination, the optional form of benefit is not available with respect to
benefits attributable to assets (including the post-transfer earnings thereon)
and liabilities that are transferred, within the meaning of Code Section
414(1), to this Plan from a money purchase pension plan qualified under Code
Section 401(a) (other than any portion of those assets and liabilities
attributable to voluntary employee contributions).  The Plan may accept a direct
transfer of plan assets on behalf of an Eligible Employee. If the Eligible
Employee is not an Active Participant when the transfer is made, the Eligible
Employee shall be deemed to be an Active Participant only for the purpose of
investment and distribution of the transferred assets. Employer Contributions
shall not be made for or allocated to the Eligible Employee, until the time he
meets all of the requirements to become an Active Participant.  The Plan shall hold,
administer, and distribute the transferred assets as a part of the Plan. The
Plan shall maintain a separate account for the benefit of the Employee on whose
behalf the Plan accepted the transfer in order to reflect the value of the
transferred assets.  Unless a transfer of assets
to the Plan is an elective transfer as described below, the Plan shall apply
the optional forms of benefit protections described in the AMENDMENTS SECTION
of this article to all transferred assets.  A Participants protected
benefits may be eliminated upon transfer between qualified defined contribution
plans if the conditions in Q&A 3(b)(1) in section 1.411(d)-4 of the
regulations are met. The transfer must meet all of the other applicable
qualification requirements.  A Participants protected
benefits may be eliminated upon transfer between qualified plans (both defined
benefit and defined contribution) if the conditions in Q&A 3(c)(1) in
section 1.411(d)-4 of the regulations are met. Beginning January 1, 2002, if the
Participant is eligible to receive an immediate distribution of his entire,
nonforfeitable accrued benefit in a single sum distribution that would consist
entirely of an eligible rollover distribution under Code Section 4011(a)(31),
such transfer will be accomplished as a direct rollover, under Code Section
401(a)(31). The rules applicable to distributions under the plan would apply to
the transfer, but the transfer would not be treated as a distribution for
purposes of the minimum distribution requirements of Code Section 401(a)(9).  61 
   SECTION
10.04PROVISIONS RELATING TO
THE INSURER AND OTHER PARTIES.  The obligations of an
Insurer shall be governed solely by the provisions of the Annuity Contract. The
Insurer shall not be required to perform any act not provided in or contrary to
the provisions of the Annuity Contract. Each Annuity Contract when purchased
shall comply with the Plan. See the CONSTRUCTION SECTION of this article.  Any issuer or distributor of
investment contracts or securities is governed solely by the terms of its
policies, written investment contract, prospectuses, security instruments, and
any other written agreements entered into with the Trustee with regard to such
investment contracts or securities.  Such Insurer, issuer or
distributor is not a party to the Plan, nor bound in any way by the Plan
provisions. Such parties shall not be required to look to the terms of this
Plan, nor to determine whether the Employer, the Plan Administrator, the
Trustee, or the Named Fiduciary have the authority to act in any particular
manner or to make any contract or agreement.  Until notice of any
amendment or termination of this Plan or a change in Trustee has been received
by the Insurer at its home office or an issuer or distributor at their
principal address, they are and shall be fully protected in assuming that the
Plan has not been amended or terminated and in dealing with any party acting as
Trustee according to the latest information which they have received at their
home office or principal address.  SECTION 10.05-EMPLOYMENT STATUS.  Nothing contained in this
plan gives an Employee the right to be retained in the Employers employ or to
interfere with the Employers right to discharge any Employee.  SECTION 10.06-RIGHTS TO PLAN ASSETS.  An Employee shall not have
any right to or interest in any assets of the Plan upon termination of
employment or otherwise except as specifically provided under this Plan, and
then only to the extent of the benefits payable to such Employee according to
the Plan provisions.  Any final payment or
distribution to a Participant or his legal representative or to any
Beneficiaries of such Participant under the Plan provisions shall be in full
satisfaction of all claims against the Plan, the Named Fiduciary, the Plan
Administrator, the Insurer, the Trustee, and the Employer arising under or by
virtue of the Plan.  SECTION
10.07BENEFICIARY.  Each Participant may name a
Beneficiary to receive any death benefit that may arise but of his
participation in the Plan. The Participant may change his Beneficiary from time
to time. Unless .a qualified election has been made, for purposes of
distributing any death benefits, before the Participants Retirement Date, the
Beneficiary of a Participant who has a spouse shall be the Participants
spouse. The Participants Beneficiary designation and any change of Beneficiary
shall be subject to the provisions of the ELECTION PROCEDURES SECTION of
Article VI. It is the responsibility of the Participant to give written notice
to the Insurer of the name of the Beneficiary on a form furnished for that
purpose.  62 
   With the Employers consent,
the Plan Administrator may maintain records of Beneficiary designations for
Participants before their Retirement Dates. In that event, the written
designations made by Participants shall be filed with the Plan Administrator.
If a Participant dies before his Retirement Date, the Plan Administrator shall
certify to the Insurer the Beneficiary designation on its records for the
Participant.  If there is no Beneficiary
named or surviving when a Participant dies, the Participants Beneficiary shall
be the Participants surviving spouse, or where there is no surviving spouse,
the executor or administrator of the Participants estate.  SECTION 10.08NONALIENATION OF BENEFITS.  Benefits payable under the
Plan are not subject to the claims of any creditor of any Participant,
Beneficiary or spouse. A Participant, Beneficiary or spouse does not have any
rights to alienate, anticipate, commute, pledge, encumber, or assign any of
such benefits, except in the case of a loan as provided in the LOANS TO
PARTICIPANTS SECTION of Article V. The preceding sentences shall also apply to
the creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant according to a domestic relations order, unless such
order is determined by the Plan Administrator to be a qualified domestic
relations order, as defined in Code Section 414(p), or any domestic relations
order entered before January 1, 1985. The preceding sentences shall not apply
to any offset of a Participants benefits provided under the Plan against an
amount the Participant is required to pay the Plan with respect to a judgement,
order, or decree issued, or a settlement entered into, on or after Augusts 5,
1997, which meets the requirements of Code Sections 401(a)(13)(C) or (D).  SECTION 10.09CONSTRUCTION.  The validity of the Plan or
any of its provisions is determined under and construed according to Federal
law and, to the extent permissible, according to the laws of the state in which
the Employer has its principal office. In case any provision of this Plan is
hold illegal or invalid for any reason, such determination shall not affect the
remaining provisions of this Plan, and the Plan shall be construed and enforced
as if the illegal or invalid provision had never been included.  In the event of any conflict
between the provisions of the Plan and the terms of any Annuity Contract issued
hereunder, the provisions of the Plan control.  SECTION 10.10LEGAL ACTIONS.  No person employed by the
Employer, no Participant, former Participant, or their Beneficiaries, or any
other person having or claiming to have an interest in the Plan is entitled to
any notice of process. A final judgment entered in any such action or
proceeding shall be binding and conclusive on all persons having or claiming to
have an interest in the Plan.  SECTION 10.11SMALL AMOUNTS.  If consent of the
Participant is not required for a benefit which is immediately, distributable
in the ELECTION PROCEDURES SECTION of Article VI, a Participants entire Vested
Account shall be paid in a single sum as of the earliest of this Retirement Date,
the date he dies, or the date he ceases to be art Employee for any other
reason. If a Participant would have received a distribution under the first
sentence of this  63 
   paragraph but for the fact that the
Participants consent was needed to distribute a benefit which is immediately
distributable, and if at a later time consent would not be needed to distribute
a benefit which is immediately distributable and such Participant has not again
become an Employee, such Vested Account shall be paid in a single sum. This is
a small amounts payment.  If a small amounts payment
is made as of the date the Participant dies, the small amounts payment shall be
made to the Participants Beneficiary. If a small amounts payment is made while
the Participant is living, the small amounts payment shall be made to the
Participant. The small amounts payment is in full settlement of benefits
otherwise payable.  No other small amounts
payments shall be made.  SECTION 10.12WORD USAGE.  The masculine gender, where
used in this Plan, shall include the feminine gender and the singular words, as
used in this Plan, may include the plural, unless the context indicates
otherwise.  The words in writing and
written, where used in this Plan, shall include any other forms, such as voice
response or other electronic system, as permitted by any governmental agency to
which the Plan is subject.  SECTION 10.13-CHANGE IN SERVICE METHOD.  (a)           Change of Service Method Under
This Plan.  If this Plan is amended
to change the method of crediting service from the elapsed time method to the
hours method for any purpose under this Plan, the Employees service shall be
equal to the sum of (1), (2): and (3) below:  (1)           The number of whole years of service
credited to the Employee under the Plan as of the date the change is effective.  (2)           One year of service for the
applicable computation period in which the change is effective if he is
credited with the required number of Hours-of-Service. If the Employer does not
have sufficient records to determine the Employees actual Hours-of-Service in
that part of the service period before the effective date of the change, the
Hours-of-Service shall be determined using an equivalency. For any month in
which he would be required to be credited with one Hour-of-Service, the
Employee shall be deemed for purposes of this section to be credited with 190
Hours-of-Service.  (3)           The Employees service determined
under this Plan using the hours method after the end of the computation period
in which the change in service method was effective.  If this Plan is amended to
change the method of crediting service from the hours method to the elapsed
time method for any purpose under this Plan, the Employees service shall be
equal to the sum of (4), (5), and (6) below:  (4)           The number of whole years of service
credited to the Employee under the Plan as of the beginning of the computation
period in which the change in service method is effective.  64 
   (5)           the greater of (i) the service that
would be credited to the Employee for that entire computation period using the
elapsed time method or (ii) the service credited to him under the Plan as of
the date the change is effective.  (6)           The Employees service determined
under this Plan using the elapsed time method after the end of the applicable
computation period in which the change in service method was effective.  (b)           Transfers Between Plans with
Different Service Methods.  If an
Employee has been a participant in another plan of the Employer which credited
service under the elapsed time method for any purpose which under this Plan is
determined using the hours method, then the Employees service shall be equal
to the sum of (1), (2), and (3) below:  (1)           The number of whole years of service
credited to the Employee under the plan as of the date he became an Eligible
Employee under this Plan.  (2)           One year of service for the
applicable computation period in which he became an Eligible Employee if he is
credited with the required number of Hours-of-Service. If the Employer does not
have sufficient records to determine the Employees actual Hours-of-Service in
that part of the service period before the date he became an Eligible Employee,
the Hours of-Service shall be determined using an equivalency. For any month in
which he would be required to be credited with one Hour-of-Service, the
Employee shall be deemed for purposes of this section to be credited with 190
Hours-of-Service.  (3)           The Employees service determined
under this Plan using the hours method after the end of the computation period
in which he became an Eligible Employee.  If an Employee has been a
participant in another plan of the Employer which credited service under the
hours method for any purpose which under this Plan is determined using the
elapsed time method, then the Employees service shall be equal to the sum of
(4), (5), and (6) below:  (4)           The number of whole years of service
credited to the Employee under the other plan as of the beginning of the
computation period under that plan in which he became an Eligible Employee
under this Plan.  (5)           The greater of (i) the service that
would be credited to the Employee for that entire computation period using the
elapsed time method or (ii) the service credited to him under the other plan as
of the date he became an Eligible Employee under this Plan.  (6)           The Employees service determined
under this Plan using the elapsed time method after the end of the applicable
computation period under the other plan in which he became an Eligible
Employee.  If an Employee has been a
participant in a Controlled Group members plan which credited service under a
different method than is used in this Plan, in order to determine entry and
vesting, the provisions in (b) above shall apply as though the Controlled Group
members plan were a plan of the Employer.  65 
   Any modification of service
contained in this Plan shall be applicable to the service determined pursuant
to this section.  SECTION 10.14MILITARY SERVICE.  Notwithstanding any
provision of this Plan to the contrary, the Plan shall provide contributions,
benefits, and service credit with respect to qualified military service in
accordance with Code Section 414(u). Loan repayments shall be suspended under
this Plan as permitted under Code Section 414(u).  66 
   ARTICLE XI  TOP-HEAVY PLAN REQUIREMENTS  SECTION
11.01APPLICATION.  The provisions of this
article shall supersede all other provisions in the Plan to the contrary.  For the purpose of applying
the Top-heavy Plan requirements of this article, all members of the Controlled
Group shall be treated as one Employer. The term Employer, as used in this
article, shall be deemed to include all members of the Controlled Group, unless
the term as used clearly indicates only the Employer is meant.  The accrued benefit or
account of a participant which results from deductible employee contributions
shall not be included for any purpose under this article.  The minimum vesting and
contribution provisions of the MODIFICATION OF VESTING REQUIREMENTS and
MODIFICATION OF CONTRIBUTIONS SECTIONS of this article shall not apply to any
Employee who is included in a group of Employees covered by a collective
bargaining agreement which the Secretary of Labor finds to be a collective
bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement
benefits were the subject of good faith bargaining between such
representatives. For this purpose, the term employee representatives does not
include any organization more than half of whose members are employees who are
owners, officers, or executives.  SECTION 11.02DEFINITIONS.  For purposes of this article
the following terms are defined:  Aggregation Group means:  (a)           each of the Employers qualified
plans in which a Key Employee is a participant during the Plan Year containing
the Determination Date (regardless of whether the plan was terminated) or one
of the four preceding Plan Years,  (b)           each of the Employees other qualified
plans which allows the plan(s) described in (a) above to meet the
nondiscrimination requirement of Code Section 401(a)(4) or the minimum coverage
requirement of Code Section 410, and  (c)           any of the Employers other qualified
plans not included in (a) or (b) above which the Employer desires to include as
part of the Aggregation Group. Such a qualified plan shall be included only if
the Aggregation Group would continue to satisfy the requirements of Code
Section 401(a)(4) and Code Section 410.  The plans in (a) and (b)
above constitute the required Aggregation Group, The plans in (a), (b), and
(c) above constitute the permissive Aggregation Group.  67 
   Compensationmeans compensation as
defined in the CONTRIBUTION LIMITATION SECTION of Article III. For purposes of
determining who is a Key Employee in years beginning before January 1, 1998,
Compensation shall include, in addition to compensation as defined in the
CONTRIBUTION LIMITATION SECTION of Article III, elective contributions.
Elective contributions are amounts excludible from the gross income of the
Employee under Code Sections 125, 402(e)(3), 402(h)(1)(B), or 403(b), and
contributed by the Employer, at the Employees election, to a Code Section
401(k) arrangement, a simplified employee pension, cafeteria plan, or
tax-sheltered annuity. Elective contributions also include amounts deferred
under a Code Section 457 plan maintained by the Employer.  Determination Datemeans as to any plan, for
any plan year subsequent to the first plan year, the last day of the preceding
plan year. For the first plan year of the plan, the last day of that year.  Key Employeemeans any Employee or
former Employee (and the Beneficiaries of such Employee) who at any time during
the determination period was:  (a)           an officer of the Employer if such
individuals annual Compensation exceeds 50 percent of the dollar limitation
under Code Section 415(b)(1)(A).  (b)           an owner (or considered an owner
under Code Section 318) of.one of the ten largest interests in the Employer if
such individuals annual Compensation exceeds 100 percent of the dollar, limitation
under Code Section 415(c)(1)(A).  (c)           a 5-percent owner of the Employer, or  (d)           a 1-percent owner of the Employer who has annual,
Compensation of more than $150,000.  The determination period is
the Plan Year containing the Determination Date and the four preceding Plan
Years.  The determination of who is
a Key Employee shall be made according to Code Section 416(i)(1) and the
regulations thereunder.  Non-key Employeemeans any Employee who is
not a Key Employee.  Present Valuemeans the present value of
a participants accrued benefit under a defined benefit plan. For purposes of
establishing Present Value to compute the Top-heavy Ratio, any benefit shall be
discounted only for 7.5% interest and mortality according to the 1971 Group
Annuity Table (Male) without the 7% margin but with projection by Scale E from
1971 to the later of (a) 1974, or (b) the year determined by adding the age to
1920, and wherein for females the male age six years younger is used.  Top-heavy Planmeans a plan which is top-heavy
for any plan year beginning after December 31, 1983. This Plan shall be
top-heavy if any of the following conditions exist:  (a)           The Top-heavy Ratio for this Plan
exceeds 60 percent and this Plan is not part of any required Aggregation Group
or permissive Aggregation Group.  (b)           This Plan is a part of a required
Aggregation Group, but not part of a permissive Aggregation Group, and the
Top-heavy Ratio for the required Aggregation Group exceeds 60 percent.  68 
   (c)           This Plan is a part of a required
Aggregation Group and part of a permissive Aggregation Group and the Top-heavy
Ratio for the permissive Aggregation Group exceeds 60 percent.  Top-heavy Ratio means:  (a)           If the Employer maintains one or more
defined contribution plans (including any simplified employee pension plan) and
the Employer has not maintained any defined benefit plan which during the
five-year period ending on the Determination Date(s) has or has had accrued
benefits, the Top-heavy Ratio for this Plan alone or for the required or
permissive Aggregation Group, as appropriate, is a fraction, the numerator of
which is the sum of the account balances of all Key Employees as of the
Determination Date(s) (including any part of any account balance distributed in
the five-year period ending on the Determination Date(s)), and the denominator
of which is the sum of all account balances (including any part of any account
balance distributed in the five-year period ending on the Distribution Date(s)),
both computed in accordance with Code Section 416 and the regulations
thereunder. Both the numerator and denominator of the Top-heavy Ratio are
increased to reflect any contribution not actually made as of the Determination
Date, but which is required to be taken into account on that date under Code
Section 416 and the regulations thereunder.  (b)           If the Employer maintains one or more
defined contribution plans (including any simplified employee pension plan) and
the Employer maintains or has maintained one or more defined benefit plans
which during the five-year period ending on the Determination Date(s) has or
has had accrued benefits, the Top-heavy Ratio for any required or permissive
Aggregation Group, as appropriate, is a fraction, the numerator of which is the
sum of the account balances under the aggregated defined contribution plan or
plans of all Key Employees determined in accordance with (a) above, and the
Present Value of accrued benefits under the aggregated defined benefit plan or
plans for all Key Employees as of the Determination Date(s), and the
denominator of which is the sum of the account balances under the aggregated
defined contribution plan or plans for all participants, determined in
accordance with (a) above, and the Present Value of accrued benefits under the
defined benefit plan or plan for all participants as of the Determination
Date(s), all determined in accordance with Code Section 416 and the regulations
thereunder. The accrued benefits under a defined benefit plan in both the
numerator and denominator of the Top-heavy Ratio are increased for any
distribution of an accrued benefit made in the five-year period ending on the
Determination Date.  (c)           For purposes of (a) and (b) above,
the value of account balances and the Present Value of accrued benefits will 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. The account balances and accrued benefits of a
participant (i) who is not a Key Employee but who was a Key Employee in a prior
year or (ii) who has not been credited with at least an hour of service with
any employer maintaining the plan at any time during the five-year period
ending on the Determination Date will be disregarded. The calculation of the
Top-heavy Ratio and the extent to which distributions, rollovers, and transfers
are taken into account will be made in accordance with Code Section 416 and the
regulations thereunder. Deductible employee contributions will not be taken
into account for purposes of computing the Top-heavy Ratio. When aggregating
plans, the value of account balances and accrued benefits will be calculated
with reference to the Determination Dates that fall within the same calendar
year.  69 
   The accrued benefit of a
participant other than a Key Employee shall be determined under (i) the method,
if any, that uniformly applies for accrual purposes under all defined benefit
plans maintained by the Employer, or (ii) if there is no such method, as if
such benefit accrued not more rapidly than the slowest accrual rate permitted
under the fractional rule of Code Section 411(b)(1)(C).  SECTION 11.03MODIFICATION OF VESTING REQUIREMENTS.  A Participants
nonforfeitable percentage is 100%. Such percentage is at all times at least as
great as the nonforfeitable percentage, required to satisfy the requirements of
Code Section 416.  The part of the
Participants Vested Account resulting from the minimum contributions required
pursuant a to the MODIFICATION OF CONTRIBUTIONS SECTION of this article (to the
extent required to be nonforfeitable under Code Section 416(b)) may not be
forfeited under Code Section 411(a)(3)(B) or (D).  SECTION 11.04MODIFICATION OF CONTRIBUTIONS.  During any Plan Year in
which this Plan is a Top-heavy Plan, the Employer shall make a minimum
contribution or allocation as of the last day of the Plan Year for each Non-key
Employee who is an Employee on the last day of the Plan Year and who was an
Active Participant at any time during the Plan Year. A Non-key Employee is not
required to have a minimum number of Hours-of-Service or minimum amount of
Compensation in order to be entitled to this minimum. A Non-key Employee who
fails to be an Active Participant merely because his Compensation is less than
a stated amount or merely because of a failure to make mandatory participant
contributions or, in the ease of a cash or deferred arrangement, elective
contributions shall be treated as if he were an Active Participant. The minimum
is the lesser of (a) or (b) below:  (a)           3 percent of such persons Compensation for such Plan
Year.  (b)           The highest percentage of
Compensation for such Plan Year at which the Employers contributions are made
for or allocated to any Key Employee. The highest percentage shall be
determined by dividing the Employer Contributions made for or allocated to each
Key Employee during the Plan Year by the amount of his Compensation for such
Plan Year, and selecting the greatest quotient (expressed as a percentage). To
determine the highest percentage, all of the Employers defined contribution
plans within the Aggregation Group shall be treated as one plan. The minimum
shall be the amount in (a) above if this Plan and a defined benefit plan of the
Employer are required to be included in the Aggregation Group and this Plan
enables the defined benefit plan to meet the requirements of Code Section
401(a)(4) or 410.  For purposes of (a) and (b)
above, Compensation shall be limited by Code Section 401(a)(17).  If the Employers
contributions and allocations otherwise required under the defined contribution
plan(s) are at least equal to the minimum above, no additional contribution or
reallocation shall he required. If the Employers total contributions and
allocations are less than the minimum above, the Employer shall contribute the
difference for the Plan Year.  The minimum contribution or
allocation applies to all of the Employers defined contribution plans in the
aggregate which are Top-heavy Plans. A minimum allocation under a profit
sharing plan shall be made without regard to whether or not the Employer has
profits.  70 
   If a person who is otherwise
entitled to a minimum contribution or allocation above is also covered under
another defined contribution plan of the Employers which is a Top-heavy Plan
during that same Plan Year, any additional contribution required to meet the
minimum above shall be provided in this Plan.  If a person who is otherwise
entitled to a minimum contribution or allocation above is also covered under a
defined benefit plan of the Employers which is a Top-heavy Plan during that
same Plan Year, the minimum benefits for him shall not be duplicated. The
defined benefit plan shall provide an annual benefit for him on, or adjusted
to, a straight life basis equal to the lesser of:  (c)           2 percent of his average pay multiplied by his years of
service, or  (d)           20 percent of his average pay.  Average pay and years of service shall have
the meaning set forth in such defined benefit plan for this purpose.  For purposes of this
section, any employer contribution made according to a salary reduction or
similar arrangement and employer contributions which are matching
contributions, as defined in Code Section 401(m), shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required.  The requirements of this
section shall be met without regard to any Social Security contribution.  SECTION 11.05MODIFICATION OF CONTRIBUTION LIMITATION.  If the provisions of
subparagraph (I) of the CONTRIBUTION LIMITATION SECTION of Article III are
applicable for any Limitation Year during which this Plan is a Top-heavy Plan,
the contribution limitations shall be modified. The definitions of Defined
Benefit Plan Fraction and Defined Contribution Plan Fraction in the
CONTRIBUTION LIMITATION SECTION of Article III shall be modified by
substituting 100 percent in lieu of 125 percent. In addition, an adjustment
shall be made to the numerator of the Defined Contribution Plan Fraction. The
adjustment is a reduction of that numerator similar to the modification of the
Defined Contribution Plan Fraction described in the CONTRIBUTION LIMITATION
SECTION of Article III, and shall be made with respect to the last Plan Year
beginning before January 1, 1984.  The modifications in the
paragraph above shall not apply with respect to a Participant so long as
employer contributions, forfeitures, or nondeductible employee contributions
are not credited to his account under this or any of the Employers other
defined contribution plans and benefits do not accrue for such Participant
under the Employers defined benefit plan(s), until the sum of his Defined
Contribution and Defined Benefit Plan Fractions is less than 1.0.  This section shall cease to
apply effective as of the first Limitation Year beginning on or after January
1, 2000.  71 
   By executing this Plan, the
Primary Employer acknowledges having counseled to the extent necessary with
selected legal and tax advisors regarding the Plans legal and tax
implications.  Executed this 20 day of
September, 2001.  CALIFORNIA INDEPENDENT
  BANCORPBy:
  /s/ [ILLEGIBLE]President/CEOTitleDefined
  Contribution Plan 8.0  The Adopting Employer must
agree to participate in or adopt the Plan in writing. If this has not already
been done, it may be done by signing below.  FEATHER RIVER STATE BANKBy:
  /s/ [ILLEGIBLE]President/CEOTitle9/20/2001Date  72