<PAGE>

                                                                     EXHIBIT 4.1

                              UNITY HOLDINGS, INC.

                          EMPLOYEE STOCK OWNERSHIP PLAN
                            (WITH 401(k) PROVISIONS)


                            SUMMARY PLAN DESCRIPTION





                              Date: March 15, 2002

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                              PAGE
-------                                                                                              ----
<S>                                                                                                  <C>
Name of Plan...................................................................................        1

Nature and Purpose ............................................................................        1

Effective Date ................................................................................        1

Plan Type .....................................................................................        1

Class of Stock ................................................................................        1

Eligibility and Entry .........................................................................        2

Service .......................................................................................        2

Contributions .................................................................................        3

Funding .......................................................................................        4

Account Valuation .............................................................................        5

Retirement Date ...............................................................................        5

Retirement Benefits ...........................................................................        5

Retirement Benefit Payments ...................................................................        5

Death Benefits ................................................................................        5

Disability Benefits ...........................................................................        6

Termination of Employment/Vesting .............................................................        6

Distribution of Benefits ......................................................................        7

Tax Effects ...................................................................................        7

Right of First Refusal ........................................................................        8

Non-Transferability of Benefits ...............................................................        9

Loans and Hardship Distributions ..............................................................        9
</TABLE>

<PAGE>

<TABLE>
<S>                                                                                                   <C>
Termination of the Plan........................................................................       10

Filing for Benefits ...........................................................................       10

Your Legal Rights .............................................................................       11

Plan Administrator ............................................................................       12

Plan Trustees .................................................................................       13

Plan Committee Members ........................................................................       13

Identification Numbers ........................................................................       13

Sponsor .......................................................................................       13
</TABLE>

<PAGE>

                              UNITY HOLDINGS, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                             WITH 401(k) PROVISIONS
------------------------------------------------------------------------------

                            SUMMARY PLAN DESCRIPTION
------------------------------------------------------------------------------

Name of Plan
------------

         The name of the Plan is the Unity Holdings, Inc. Employee Stock
Ownership Plan with 401(k) provisions ("KSOP"), and the Company whose stock is
to be sold thereunder is Unity Holdings, Inc. ("Company"), the parent company of
Unity National Bank ("Bank").

Nature and Purpose
------------------

         The Plan is designed to be part of a retirement system to provide you
with fair and reasonable retirement benefits. It gives you the option to save
for your own retirement by allowing you to make pre-tax contributions. The
specific purpose of the Plan is to permit you to acquire beneficial interests in
the common stock of the Company funded through contributions made by the Bank
and, if you so choose, by your pre-tax salary reduction contributions.

Effective Date
--------------

         The effective date of the Plan is January 1, 2002. It is a complete
amendment and restatement of the Unity Holdings, Inc. 401(k) Profit Sharing
Plan, originally effective January 1, 1999. The Plan Year consists of the
12-month period beginning on each January 1 and ending on the following December
31. Records under the Plan are kept on a Plan Year basis.

Plan Type
---------

         The Plan is a defined contribution plan. Specifically, it is an
employee stock ownership plan with 401(k) provisions, which means that it is
intended to invest primarily in Company Stock and managed investments, funded by
contributions from both the Company and you. Bank contributions can be made each
year, in the discretion of the Board of Directors of the Company to your
account. This account is used to pay your Plan benefits.

Class of Stock
--------------

         The Employer stock to be offered under the Plan is the common stock of
the Company.

                                       1

<PAGE>

Eligibility and Entry
---------------------

         Employees will become eligible to participate in the Plan on the
January 1, April 1, July 1, or October 1 coinciding with or next following
attainment of age eighteen (18) and completion of 90 days of service.

Service
-------

         Service means your employment with us. An Hour of Service is based on
the number of hours you work each day.

Vesting Service
---------------

         A year of vesting service means any year of Employment in which you
work at least 1,000 hours. Vesting is discussed in "Termination of Employment."

Break-in-Service
----------------

         A one year break-in-service occurs during any Plan Year in which you
have not been credited with at least 500 Hours of Service. A one year (or more)
break-in-service may adversely affect your vesting percentage.

         The Plan credits you with certain service, but only to the extent
necessary to prevent a one year break-in-service, during an authorized leave of
absence. For certain maternity or paternity leaves, the Plan will credit you
with enough service to prevent a one year break-in-service, but only during the
first year in which you work less than 500 hours due to a maternity or paternity
leave.

         If you are reemployed after a one year (or more) break-in-service you
will not lose credit for your prior years of service (for vesting) if you had
any vested benefit when you left employment.

         Notwithstanding the above, if you received a distribution when you left
employment, you will lose credit for years of service earned prior to the first
one year break-in-service with respect to the portion of your account balance
you forfeited when you left. However, if upon your return to employment you
repay this distribution, you will again receive credit for years of service
earned prior to commencement of the one (or more) year break-in-service. The
Company will recredit your account with your forfeited balance. This
distribution must, in general, be repaid within 5 years from the date of
re-employment, or, if earlier, before you have incurred 5 consecutive one year
breaks-in-service. If you were fully vested when you left and you received a
distribution, you cannot repay your distribution and receive prior service
credit.

                                       2

<PAGE>

         If you have no vested benefit when you leave the following rules will
apply:

         1. For purposes of determining years of vesting service, you will lose
credit for prior years of service if the number of years in which you had a one
year break-in-service equals or exceeds the greater of: (i) 5 or (ii) years of
service before the break-in-service began.

         2. For purposes of determining years of vesting service to apply to
contributions earned before you left, you will not get credit for years of
service completed after you return if the number of consecutive years in which
you had a one year break-in-service equal or exceeds five (5).

Contributions
-------------

         Optional Company Contribution
         -----------------------------

         Every year the Board of Directors will decide whether to make a
Non-elective, or "Optional" contribution to the Plan and the amount of any such
Plan contribution.

         Optional Contributions and forfeitures will be allocated to you in the
ratio that your compensation bears to the total compensation of all
participants. Compensation generally means total taxable compensation, plus the
amount you defer under this Plan and any Bank sponsored cafeteria plan.
Compensation is limited to a maximum amount as provided by law. This maximum
amount may vary from year to year.

         This is only intended to provide a brief synopsis of the allocation
procedure for this Plan. This does not take into account, for example, the
effect of top heavy minimum benefits. Therefore, this procedure may be
inconsistent with that actually applied by the Plan. For greater detail, please
refer to the Plan document or ask the Plan Administrator for assistance.

         If you terminate employment before the end of the Plan Year, you may
not be eligible to receive an allocation of Optional Contributions and
forfeitures for the Plan Year. Please refer to the Plan document for details.

         Elective Employee Contribution
         ------------------------------

         You may authorize the Bank to contribute to the Trust on your behalf
Elective Contributions. Elective Contributions are withheld from the pay which
you would otherwise receive. Such Elective Contributions can be stated as a
dollar amount or percentage, and shall not be more than 15% of your
Compensation. The total amount of Elective Contributions for any Plan Year shall
not exceed $11,000, multiplied by any cost of living adjustment factor
prescribed by the Secretary of the Treasury under Section 415(d) of the Code.

                                       3

<PAGE>

         If you elect to have the Bank contribute Elective Contributions on your
behalf during the plan year you must file a written notice with the Plan
Administrator. This requirement shall be waived on adoption of the plan and you
shall be given a reasonable time to elect Elective Contributions. Such written
notice shall contain an election of the amount or percentage of your
Compensation to be contributed and authorization for the Bank to reduce your
compensation by such amount. You may change the amount or percentage of your
Elective Contributions only as of the January 1, April 1, July 1, or October 1
of any Plan Year, but upon not less than thirty (30) days prior written notice.

         Matching Company Contribution
         -----------------------------

         The Company may contribute on your behalf to the Plan an amount based
on your Elective Contributions. These are called Matching Contributions. The
Company has discretion to make a Matching Contribution of any amount up to $1.00
for every dollar of salary deferral you make up to 10% of your compensation.

Funding
-------

         The Plan Trustees have the responsibility and discretion to invest all
plan assets. If an Employer's contribution for any Plan year is in cash, such
cash shall be used first to make any scheduled or accelerated amortization
payment on a loan incurred to acquire Company Stock and, if any amounts remain
thereafter, to purchase Company Stock at such time as the Trustees, elected by
the Company's Board of Directors, may determine. Any cash dividends received by
the Trustees on Company Stock held in the KSOP shall be applied, in the
discretion of the Trustees, to the purchase of additional shares of Company
Stock.

         The Trustee is authorized to purchase Company Stock from the Company or
from any shareholder, and such stock may be outstanding, newly issued or
treasury stock. All such purchases must be at a price not in excess of fair
market value, as determined by an Independent Appraiser where such stock is not
publicly traded.

         Pending investment of cash in Company Stock, such cash may be invested
in savings accounts, certificates of deposit, high-grade short term securities,
common or preferred stocks, bonds, funds described below, or other investments,
or may be held in cash.

         Your Elective Contributions will not be invested in Company stock
unless you so direct in writing. The Plan administrator has forms for this
purpose, as stock becomes available from time to time.

                                       4

<PAGE>

Account Valuation
-----------------

         At least once a year you will be given a statement of your account
activity and the value of your account balance. Your account will reflect
changes due to investment gains and losses, administration costs, insurance
premiums (if applicable), and employer contributions.

Retirement Date
---------------

         Your normal retirement date is your 65th birthday.

Retirement Benefits
-------------------

         Upon reaching normal retirement age you will become 100% vested in your
account balance regardless of your years of service. We use your account balance
to pay your retirement benefits. If you continue working after normal retirement
age, your benefits can be deferred until you actually retire. In the meantime,
your account will receive allocations of investment gains and losses as well as
an allocation of Employer Contributions, until you actually retire. If you
continue in employment beyond your Retirement Date, you may elect to receive
distributions while still employed, subject to the rules provided in the Plan.

Retirement Benefit Payments
---------------------------

         When you retire, you will normally have your account balances
distributed in the form of a Lump Sum. In addition, the account balances of
Participants may be distributed in substantially equal annual installments not
to exceed five (5) years.

         If you should die, the beneficiary of your account balances will
normally be your spouse, or if you are not married, your estate. If you are
married and desire to designate a beneficiary other than your spouse, then your
spouse must consent to such designation.

Death Benefits
--------------

         If you die before retirement while you are employed by us and actively
participating in the Plan, a death benefit will be paid on your behalf.

         If you are married at the time of your death, we will pay all of your
death benefits to your spouse in a lump sum. If either of the following
conditions are satisfied, you may have the full amount of your death benefits
paid to any beneficiary you choose:

                                       5

<PAGE>

         1.   You are single at the time of your death, or

         2.   (a) You have designated a beneficiary to receive your death
                  benefits who is not your spouse; and

              (b) You and your spouse have elected to waive the spousal survivor
                  benefit and your spouse has consented to your designation of a
                  specific non-spousal beneficiary on forms provided by the Plan
                  Administrator; and

              (c) Your spouse's signature was notarized.

         If you die while an active participant in our Plan, your account
balance becomes fully vested. Your death benefit will equal the value of your
account balance.

Disability Benefits
-------------------

         If you become totally and permanently disabled (as defined for purpose
of Social Security disability benefits) while an active participant in the Plan,
your account balance becomes fully vested.

Termination of Employment/Vesting
---------------------------------

         If you terminate employment for any reason other than death or
retirement, you may be eligible for benefits under the Plan. The percentage of
your Bank Optional Contribution Account to which you would be entitled is
figured as of your termination date, as follows:

         ---------------------------------------------------------------
          Years of Vesting Service                  Vested Percentage
          ------------------------                  -----------------
          Less than One Year                               0%
          One Year                                        20%
          Two Years                                       40%
          Three Years                                     60%
          Four Years                                      80%
          Five Years or More                             100%
         ---------------------------------------------------------------

         If you are not 100% vested when you leave, you will forfeit the portion
of your account balance that is non-vested.

         You will be 100% vested at all times in the Elective Contributions
which you make to the Plan and in your Matching Contribution Account.

                                       6

<PAGE>

Distribution of Benefits
------------------------

         If the value of your vested account balance is $5,000 or less, the Plan
Administrator will pay you the value of your vested benefit in a lump sum in all
cases (regardless of whether you obtain spousal consent).

         Amounts you forfeited will be allocated among other participants as
previously provided. If you return to employment before 5 consecutive one year
breaks-in-service have elapsed, the company will re-credit the amounts you
forfeited to your account. You will become vested in these amounts under the
rules provided in the Plan for counting service earned subsequent to
re-employment and in some cases (if you have timely repaid your distribution as
provided above) service earned before the period of consecutive one year
breaks-in-service commenced. Please refer to the Plan document for details.

Tax Effects
-----------

         The Company will request a determination letter from the Internal
Revenue Service that the Plan and related Trust as amended and restated are
qualified under Sections 401(a) and 501(a) of the Internal Revenue Code. The tax
consequences of a qualified plan include:

         1.  Contributions made by the Company on your behalf, including those
             you elect to be made pursuant to a salary reduction agreement, are
             not taxable to you when they are made. You do not report them as
             income at that time.

         2.  Any investment earnings or profits received by the Trustee and
             allocated to your account are not taxable when they are received by
             the fund or allocated to the participant.

         3.  When benefits are paid to you, you will be subject to tax on all
             funds received and, in most cases, certain amounts will be withheld
             to pay tax in accordance with applicable law. You will be informed
             of these rules and penalties for underpayment of estimated taxes by
             the Trustee when you become eligible to receive a distribution from
             the Plan.

         4.  With certain exceptions, distributions and withdrawals from your
             account before you reach age 59 1/2 are subject to an additional
             tax equal to 10% of the taxable amount of the distribution or
             withdrawal.

         5.  Your participation in the Plan may affect your ability to make
             tax-deductible contributions to an individual retirement account.
             You should contact your personal tax advisor for further
             information regarding this rule.

                                       7

<PAGE>

         6.  You should consult your personal tax advisor before you receive any
             benefits to determine how the method of distribution may affect you
             and to obtain advice on directing the Administrator on the manner
             of distribution.

         The following circumstances may result in disqualification,
ineligibility, denial or loss of benefits:

         1.  If you are ineligible to participate in the Plan, you will not
             receive any Plan benefits.

         2.  If your employment with the Company terminates for reasons other
             than retirement, death or disability, you have not made any salary
             reduction contributions to the Plan, and you incur a
             five-consecutive year Break in Service before you have completed
             two Years of Service, you will not receive any portion of your
             accounts.

         3.  The Company may determine in any Plan year not to make Optional or
             Matching Contributions to the Plan for the Plan Year.

         4.  Contributions by the Company (other than pre-tax contributions) may
             be refunded to the Company if they were made on a mistake of fact,
             conditioned on a favorable Internal Revenue Service ruling and the
             ruling is not received, or conditioned on contributions being
             allowed as a deduction and the deduction is not allowed.

         5.  The investments in the Plan may decrease in value, resulting in a
             proportionate decrease in the value of your account.

         Various methods exist to help you defer or reduce the amount of taxes
which would otherwise be due. Upon your retirement or termination of employment,
the Administrator will provide you with a notice that explains these methods in
greater detail. Generally, you may roll distributions from this Plan into
another qualified retirement plan or individual retirement account (IRA) to
defer federal taxation. However, some payments, such as certain periodic
payments (as well as others), may not be eligible for a rollover. The notice
provided gives more detail on what type of distributions you may roll over to
defer federal taxation, and what kind of plan may receive these eligible
rollover distributions. However, neither this booklet, nor the notice are an
adequate substitute for consultation with your tax advisor.

Right of First Refusal
----------------------

         If the Company's stock is not traded on a stock exchange or NASDAQ at
the time it is distributed, it will be subject to a right of first refusal.
Generally, this means that, prior to any transfer by you, the stock must be
offered in writing to the Company and, if then refused by the Company, to the
Trustees, at the then Fair Market Value, as determined by an Independent
Appraiser. A bona fide written offer from an independent

                                       8

<PAGE>

prospective buyer shall be deemed to be the Fair Market Value of
such Company Stock for this purpose unless the value per share, as determined by
the Independent Appraiser as of the most recent Accounting Date, is greater.

Non-Transferability of Benefits
-------------------------------

         Generally, you may not transfer your interest in the Plan; that is, you
may not sell it, use it as collateral, or otherwise give it away. Your creditors
may not attach or garnish your interest in the Plan. However, there are two
circumstances where this general rule does not apply:

         1. The Plan Administrator may be required to use some or all of your
benefits to pay court-ordered alimony, child support, or other transfer of
assets directly to a spouse, former spouse, child or other dependent. The court
order must follow a certain form and contain certain information. If it does
not, the Administrator will not honor it. If it does, the Administrator must
comply with it. The Administrator will determine whether the court order must be
followed.

         2. If you are indebted to the Plan when a benefit becomes payable to
you or a beneficiary, the Administrator may direct that the indebtedness be
first satisfied before any benefits are paid.

Loans and Hardship Distributions
--------------------------------

         Under certain circumstances, our Plan will permit you to borrow from
it. Loans will be made only for the purposes that would otherwise entitle you to
a hardship distribution of your elective contributions, and in the
Administrator's discretion on a uniform and nondiscriminatory basis. The
Administrator will establish rules about availability and terms of repayment.

         You will be required to sign a note, which will be legally enforceable
according to its terms. In general, all loans must have the following features:

         1.  Loan must have adequate security;

         2.  Loan must have reasonable rate of interest;

         3.  There must be reasonable and definite repayment schedule (All loans
             must be repaid before your normal retirement date);

         4.  Generally loans may not exceed the lesser of: (a) one-half of the
             participant's vested account balance or (b) $50,000 reduced by the
             participant's greatest outstanding plan loan balance (including
             accrued interest and costs) during the 12 months preceding the date
             of the loan;

                                       9

<PAGE>

         5.  Plan loans must be repaid within 5 years. However, the term of a
             loan incurred for the purchase of a primary residence may exceed 5
             years. Payments must be made at least quarterly on a level basis
             that will fully amortize the loan over its term;

         6.  Plan loans must be secured by the participant's benefits under the
             Plan;

         7.  A participant's spouse must consent in writing to the loan as
             provided under the Plan; and

         8.  The Administrator may establish other loan rules which may be more
             restrictive than those above. Refer to the Plan document for
             greater detail on Plan loans.

         In the event you do not satisfy the requirements for a loan, you may
request a hardship distribution of the amount of your Elective Contributions.
Generally, you may receive a distribution to (1) avoid eviction from your
apartment or foreclosure on your principal residence, (2) pay medical expenses,
(3) obtain a downpayment on a commercial loan to acquire a principal residence,
or (4) pay 12 months college tuition for yourself or a dependent. However, such
a distribution is immediately subject to income taxation, and may not be in your
best interests.

Termination of the Plan
-----------------------

         No amendment to this Plan can retroactively reduce benefits already
accrued by you, except when required to comply with an act of Congress or an
Internal Revenue Service rule. Although we intend our Plan to be permanent, we
do reserve the right to terminate it at any time. Upon termination of the Plan,
you will become 100% vested in your current account balance.

         The Company will make distributions as soon as administratively
feasible, which will be in a lump sum.

Filing for Benefits
-------------------

         Claims for benefits should be submitted in writing to our Plan
Administrator. The Plan Administrator will either grant the claim, deny it, or
extend the time for claim processing. Any extension will not be longer than 180
days from the date the claim was submitted.

         If your claim is denied, you or your beneficiary will be notified by
our Plan Administrator within 30 days after you file. Notification will be
written and will give reasons for denial.

         You may appeal to the Plan Administrator within 60 days after receiving
the notice. Your appeal must be written to our Plan Administrator, requesting
that the denial

                                       10

<PAGE>

be reviewed. You will hear from the Plan Administrator within 60 days of the
date that you filed your appeal (unless the time to review the appeal has been
extended an additional 60 days).

Your Legal Rights
-----------------

         If you believe that your rights under the Plan have been violated, you
have the right to bring legal action against the Plan in a court of law. Our
Plan Administrator is the agent named to receive service of legal process. Our
Plan Trustee(s) may also receive service of legal process.

         As a participant in this Plan, you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974 (ERISA).
ERISA provides that all plan participants shall be entitled to:

         1.  Examine, without charge, at the Plan Administrator's office and at
             other locations, all plan documents, including insurance contracts,
             collective bargaining agreements and copies of all documents filed
             by the plan with the U.S. Department of Labor, such as annual
             reports and plan descriptions.

         2.  Obtain copies of all plan documents and other plan information upon
             written request to the Plan Administrator. The Administrator may
             make a reasonable charge for the copies.

         3.  Receive a summary of the Plan's annual financial report. The Plan
             Administrator is required by law to furnish each participant with a
             copy of this summary financial report.

         4.  Obtain, once a year, a statement telling you whether you have a
             right to receive a pension at normal retirement age and, if so,
             what your benefit would be at normal retirement age if you stopped
             working now. If you do not have the right to a pension, the
             statement will tell you how many more years you have to work to get
             a right to a pension. This statement must be requested in writing
             and it must be provided free of charge.

         In addition to creating rights for participants, ERISA imposes duties
upon the people who are responsible for the operation of the employee benefit
plan.

         The people who operate your plan, called "fiduciaries" of the Plan,
have a duty to do so prudently and in the interest of you and other plan
participants and beneficiaries. No one, including your employer, or any other
person, may fire you or otherwise discriminate against you in any way to prevent
you from obtaining a benefit or exercising your rights under ERISA.

                                       11

<PAGE>

         If your claim for a pension benefit is denied in whole or in part, you
must receive a written explanation of the reason for denial. You have the right
to have the plan review and reconsider your claim.

         Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the plan and do not receive them
within 30 days, you may file suit in federal court. In such a case, the court
may require the Plan Administrator to provide the materials and pay you up to
$100 a day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the Administrator. If you have a claim
for benefits which is denied or ignored, in whole or in part, you may file suit
in a state or federal court. If it should happen that plan fiduciaries misuse
the plan's money, or if you are discriminated against for asserting your rights,
you may seek assistance from the U.S. Department of Labor, or you may file suit
in a federal court. The court will decide who should pay court costs and legal
fees. If you are successful the court may order the person you have sued to pay
these costs and fees. If you lose, the court may order you to pay these costs
and fees, for example, if it finds your claim is frivolous.

         If you have any questions about your plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest Area Office of the U.S.
Labor-Management Services Administrator, Department of Labor.

         Benefits provided under this plan are not insured by the Pension
Benefit Guaranty Corporation.

Plan Administrator
------------------

         Participants may obtain additional information regarding the Plan from
the Administrator. The function of the Administrator is as follows:

         (a) To adopt such rules of procedure and regulations as, in its
             opinion, may be necessary for the proper and efficient
             administration of the Plan and as are consistent with the
             provisions of the Plan;

         (b) To enforce the Plan in accordance with its terms and with such
             applicable rules and regulations as may be adopted by the
             Committee;

         (c) To determine all questions arising under the Plan, including the
             power to determine the rights or eligibility of employees or
             Participants and their Beneficiaries and their respective benefits,
             and to remedy ambiguities, inconsistencies or omissions.

The Company is the legal Administrator of the Plan. Our third-party
administrator is:

Financial Consulting Group, LLC

                                       12

<PAGE>

8001 Centerview Parkway, #215
Cordova, TN  38018
(901) 309-2680

Plan Trustees
-------------

Jerry W. Braden, Donald D. George, John S. Lewis, Michael L. McPherson,
Stephen A. Taylor, and B. Don Temples
c/o Unity Holdings, Inc.
950 Joe Frank Harris Parkway
Cartersville, GA 30121

Plan Committee Members
----------------------

Michael L. McPherson, W. Stewart Griggs, and Connie Mitchell-White
c/o Unity Holdings, Inc.
950 Joe Frank Harris Parkway
Cartersville, GA 30121

Identification Numbers
----------------------

Employer Number:  The Company's Employer Identification Number is 58-2350609.
Plan Number:      001

Sponsor
-------

         This Plan is maintained by Unity Holdings, Inc.

         This booklet is intended only as a summary of our Plan's highlights and
is not the complete Plan document. In the event of any inconsistencies between
this booklet and the actual Plan provisions, the actual Plan governs. If you
wish to read the actual Plan, a copy is available for inspection upon request at
our main office during regular working hours. Our Plan Administrator will be
happy to show it to you and answer any questions you have.

                                       13

<PAGE>

--------------------------------------------------------------------------------
                              UNITY HOLDINGS, INC.
                          EMPLOYEE STOCK OWNERSHIP PLAN
                             WITH 401(k) PROVISIONS
--------------------------------------------------------------------------------


SECTION 1 - PURPOSE

1.1      PURPOSE AND EFFECTIVE DATE. Effective January 1, 2002 (the "Effective
         Date") Unity Holdings, Inc., a Georgia corporation (the "Company"),
         hereby amends and restates the Unity National Bank 401(k) Plan (the
         "Plan") as the Unity Holdings, Inc. Employee Stock Ownership Plan
         ("KSOP").

         The Plan was originally designed as a 401(k) profit sharing plan
         January 1, 1999, adopted pursuant to the Pension Financial Services,
         Inc. Standardized 401(k) Profit Sharing Plan, IRS Prototype Serial
         Number D7580280. Pursuant to Rev. Proc. 2000-20, it qualified for the
         GUST extended remedial amendment due to the adoption on February 28,
         2002 of a certification of intent to adopt the Manulife Financial
         prototype plan. The purpose of this amendment and restatement is to
         maintain the Plan's tax exempt status by incorporating those changes to
         qualification requirements mandated by the Small Business Job
         Protection Act of 1996 ("SBJPA") and the Taxpayer relief act of 1997
         ("TRA-97"). Another purpose is to permit participants to accumulate
         capital for their future economic security by acquiring stock ownership
         interests in the Company.

         The Plan is a stock bonus plan that is intended to be qualified under
         Section 401(a) of the Internal Revenue Code of 1986, as amended
         ("Code"). It includes this Plan and the related Trust Agreement. The
         Plan is intended to be an employee stock ownership plan within the
         meaning of Section 4975(e)(7) of the Code and Section 407(d)(6) of the
         Employee Retirement Income Security Act of 1974 ("ERISA"), and is
         designed to invest primarily in qualifying employer securities.

1.2      TRUST AGREEMENT AND PLAN ADMINISTRATION. All contributions made under
         the Plan will be held, managed and controlled by the trustee, or
         successor thereto, (the "Trustee") acting under a trust which forms a
         part of the Plan. The terms of the trust are set forth in a trust
         agreement known as the Unity Holdings, Inc. Employee Stock Ownership
         Trust (the "Trust"). The authority to control and manage the operation
         and administration of the Plan is vested in a Committee (the
         "Committee") appointed by the Board of Directors of the Company. The
         members of the Committee shall be "named fiduciaries" as described in
         Section 402 of the ERISA, with respect to their authority under the
         Plan. The Committee shall be the administrator of the Plan and shall
         have rights, duties and obligations of an "administrator" as that term
         is defined in section 3(16)(A) of ERISA and section 414(g) of the Code.

1.3      NO REVERSION TO EMPLOYERS. No part of the corpus or income of the Trust
         Fund shall revert to any Employer or be used for, or diverted to,
         purposes other than for the exclusive benefit of Participants and other
         persons entitled to benefits

                                        1

<PAGE>

         under the Plan, except as specifically provided in Article VI of the
         Trust Agreement.


SECTION 2 - DEFINITIONS

2.1      ACCOUNTS means the KSOP Stock Account and KSOP Cash Account,
         representing a Participant's total economic interest in the Plan, which
         are also referred to collectively as "Accounts" and individually as an
         "Account".

2.2      ACCOUNTING DATE means (i) the last day of each Plan Year, (ii) a date
         determined in the discretion of the Trustee in a uniform and
         nondiscriminatory manner, and (iii) the date of termination or partial
         termination of the Plan under Section 16.4.

2.3      ACQUISITION LOAN has the same meaning as an "exempt loan" as described
         in 26 CFR Section 54.4975-7(b), which is a loan incurred by the Trustee
         to finance the acquisition of Company Stock or to refinance a prior
         Acquisition Loan.

2.4      ADJUSTED COMPENSATION means the total compensation paid or accrued to
         the Participant during the Plan Year for services rendered to the
         Employers as an employee, including but not limited to wages, salaries,
         bonuses, overtime pay, commissions and salary reductions under a
         section 401(k) or section 125 plan, but excluding any amounts
         contributed by an Employer to a Related Defined Contribution Plan and
         any non-taxable fringe benefits provided by an Employer. Adjusted
         Compensation shall exclude amounts in excess of $160,000. This
         limitation shall be adjusted to the amounts prescribed by the Secretary
         of the Treasury in accordance with Sections 401(a)(17) and 415(d) of
         the Code.

2.5      ANNUAL ADDITIONS has the same meaning as described in Code Section
         415(c)(2), which is the sum of the Employer Contributions and
         Forfeitures allocable to a Participant's Accounts for a Plan Year.
         Annual Additions shall also include additions to an individual medical
         account under Code Section 415(l) and to a post retirement medical
         account under Code Section 419A(d)(2).

2.6      BENEFICIARY means the person or persons designated by a Participant to
         receive benefits pursuant to Section 10(c) upon his death.

2.7      CODE means the provisions and regulations of the Internal Revenue Code
         of 1986, as amended, and all successor laws thereto. Where the Plan
         refers to a particular section of the Code, such reference shall also
         apply to any successor to that section.

2.8      COMMITTEE means the individuals appointed by the Board of Directors of
         the Company to administer the Plan.

                                        2

<PAGE>

2.9      COMPANY STOCK has the same meaning as "employer securities" as
         described in Code Section 409(l), which is common stock issued by the
         Company or any Related Company having a combination of voting power and
         dividend rates equal to or in excess of:

         (a)   that class of common stock of the Company or a Related Company
               having the greatest voting power, and

         (b)   that class of common stock of the Company or a Related Company
               having the greatest dividend rights.

         Non-callable preferred stock shall be treated as Company Stock if such
         stock is convertible at any time into stock which meets the
         requirements of (a) and (b) next above and if such conversion is at a
         conversion price which (as of the date of the acquisition by the Plan)
         is reasonable.

2.10     DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement
         Plan specified by the Distributee.

2.11     DISTRIBUTEE means an Employee, former Employee, surviving spouse of an
         Employee or former Employee, or spouse or former spouse who is the
         alternate payee under a Qualified Domestic Relations Order.

2.12     ELECTIVE CONTRIBUTION means an Employer Contribution made to the Plan
         at the election of a Participant, in lieu of cash compensation,
         including contributions made pursuant to a salary reduction agreement
         or some other deferral mechanism.

2.13     ELECTIVE CONTRIBUTION ACCOUNT means the Account to which is credited a
         Participant's Elective Contributions pursuant to Section 8.2.

2.14     ELIGIBLE RETIREMENT PLAN means a qualified trust described in Section
         401(a) of the Code 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.

2.15     ELIGIBLE ROLLOVER DISTRIBUTION means any distribution of all or a
         portion of the balance to the credit of the Distributee, except that an
         Eligible Rollover distribution does not include: any distribution that
         is one of a series of substantially equal periodic payments (not less
         frequently than annually) made for the life (or life expectancy) of the
         Distributee or the joint life (or joint life expectancies) of the
         Distributee and the Distributee's designated beneficiary, or for as
         specified period of ten years or more; any distribution to the extent
         such distribution is required under section 401(a)(9) of the Code; the
         portion of any distribution that is not includable in gross income
         determined without regard to the exclusion for net unrealized
         appreciation with respect to employer securities; and,

                                        3

<PAGE>

         effective for any distributions after December 31, 1998, any hardship
         distribution described in section 401(k)(2)(B)(i)(IV) of the Code.

2.16     EMPLOYER CONTRIBUTION means an Elective Contribution, Matching
         Contribution, Nonelective Contribution, and Qualified Nonelective
         Contribution.

2.17     EMPLOYERS AND RELATED COMPANIES means the Company and each Related
         Company which, with the Company's consent, adopts the Plan, which are
         also referred to collectively as the "Employers" and individually as
         the "Employer".

2.18     ERISA means the Employee Retirement Income Security Act of 1974, as
         amended, and the regulations promulgated thereunder.

2.19     FINANCED SHARES means shares of Company Stock acquired by the Trustee
         with the proceeds of an Acquisition Loan.

2.20     415 COMPENSATION means the same meaning as "compensation" described in
         26 CFR Section 1.415-2(d) for any Plan Year, which includes all amounts
         received or accrued as compensation for personal services rendered to
         an Employer or Related Company as an employee, including, but not
         limited to, wages, salaries, bonuses, commissions, fees, elective
         Contributions made under this Plan or any other 401(k) arrangement, and
         salary reduction contributions made to a cafeteria plan, but excluding
         other amounts contributed by an Employer or Related Company to a
         deferred compensation plan, amounts realized from the exercise of
         non-qualified stock options or lapse of restrictions on restricted
         property, or amounts realized from the sale, exchange or other
         dispositions of stock acquired under a qualified stock option; provided
         that Compensation accrued during a Plan Year shall be counted for that
         Plan Year only, and shall not be included as Compensation for the
         subsequent Plan Year in which the amount is paid.

2.21     FAIR MARKET VALUE means the price at which property will exchange hands
         between a buyer and seller, neither acting under any compulsion to buy
         or sell and both having knowledge of all material facts. Shares of
         Company Stock shall be valued as of each Accounting Date by an
         appraiser meeting the requirements of the regulations promulgated under
         Section 170(a)(1) of the Code.

2.22     FORFEITURE means the portion of a Participant's Accounts that is not
         distributable to him on his Termination Date by reason of the
         provisions of Section 11.1(d) and that is allocable to other
         Participants pursuant to Section 8.1.

2.23     FORFEITURE ACCOUNT means the account established pursuant to Section
         11.1(c) to hold the portion of a Participant's Accounts that is not
         distributable to him but which is not yet allocable to other
         Participants.

                                        4

<PAGE>

2.24     HIGHLY COMPENSATED EMPLOYEE means, effective for Plan Years beginning
         after december 31, 1996, the same meaning as described in Code Section
         414(q),which is any employee who:

         (a)   during the year or the preceding year; was a 5% owner (as defined
               in section 416(i) of the Code) of any Employer; or

         (b)   during the preceding year, received compensation from the
               Employers in excess of $80,000.

         The definition of a Highly Compensated Employee shall be determined
         pursuant to section 414(q) of the Code, any regulations issued
         thereunder, and any cost of living adjustments (as issued by the
         Secretary of Treasury or his delegate) applicable to the dollar figures
         specified above.

2.25     HOUR OF SERVICE means, with respect to any employee or Participant,
         each hour for which he is paid or entitled to payment for the
         performance of duties for the Company or a Related Company or for which
         back pay, irrespective of mitigation of damages, has been awarded to
         the employee or Participant or agreed to by the Company or a Related
         Company. Every full-time employee shall be credited with 8 Hours of
         Service per day for each day for which he is paid by the Employer. An
         employee or Participant shall be credited with 8 Hours of Service per
         day (to a maximum of 40 Hours of Service per week) for any period
         during which he performs no duties for the Company or Related Company
         (irrespective of whether the employment relationship has terminated) by
         reason of:

         (a)      vacation;
         (b)      holiday;
         (c)      illness;
         (d)      incapacity;
         (e)      layoff;
         (f)      jury duty
         (g)      military duty; or
         (h)      leave of absence for which he is directly or indirectly paid
                  or entitled to payment by the Company or a Related Company;

         provided, however, an employee or Participant shall not be credited
         with more than 501 Hours of Service under this subsection for any
         single continuous period during which he performs no duties for the
         Company or a Related Company. Payments considered for purposes of the
         foregoing shall include payments unrelated to the length or the period
         during which no duties are performed but shall not include payments
         made solely as reimbursement for medical related expenses or solely for
         the purpose of complying with applicable workmen's compensation,
         unemployment compensation or disability insurance laws. The provisions
         of 29 CFR Section 2530.200b-2(b) and (c) are incorporated herein by
         reference.

                                        5

<PAGE>

2.26     KSOP CASH ACCOUNTS means the accounts established in the name of
         Participants that reflect Employer Contributions made in cash, any cash
         dividends on Company Stock, any cash Forfeitures and any income, gains,
         losses, appreciation or depreciation attributable thereto.

2.27     KSOP STOCK ACCOUNTS means the accounts established in the name of
         Participants that reflect Employer Contributions made in Company Stock,
         the allocable share of released Financed Shares, the allocable share of
         Company Stock forfeitures and any Company Stock attributable to
         earnings on such stock.

2.28     LEASED EMPLOYEE means any person (other than an employee of the
         recipient) who pursuant to an agreement between the recipient and any
         other person 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.

2.29     LOAN SUSPENSE ACCOUNT means the bookkeeping account maintained to
         record the Plan's interest in Financed Shares which have not been
         released from encumbrance pursuant to 26 CFR Section 54.4975-7(b)(8).

2.30     MATCHING CONTRIBUTION means a contribution to the Plan by the Employer
         which matches in whole or in part an Elective Contribution on behalf of
         a Participant.

2.31     MATCHING CONTRIBUTION ACCOUNT means the account to which the Company's
         Matching Contributions on behalf of a Participant are credited pursuant
         to Section 8.2.

2.32     NET INCOME (OR LOSS) means the increase (or decrease) in the Fair
         Market Value of Trust assets (other than Company Stock), interest
         income, dividends and other income and gains (or loss) attributable to
         Plan assets (other than any dividends on shares of Company Stock
         allocated to Participants' Company Stock Accounts) since the preceding
         Accounting Date, reduced by any expenses charged to the Plan for that
         Plan Year.

2.33     NONELECTIVE CONTRIBUTION means an Employer Contribution which is
         neither an Elective Contribution, a Matching Contribution, or a
         Qualified Nonelective Contribution.

2.34     NONELECTIVE CONTRIBUTION ACCOUNT means the account to which the
         Company's Nonelective Contributions allocated to a Participant are
         credited pursuant to Section 8.1.

2.35     NORMAL RETIREMENT AGE means the date on which a Participant attains age
         65.

                                        6

<PAGE>

2.36     ONE YEAR BREAK IN SERVICE means a Plan Year during which an employee
         terminates employment with the Employer, and each subsequent Plan Year,
         provided he has completed less than 501 Hours of Service during such
         Plan Year.

         An employee or Participant shall be credited with up to 501 Hours of
         Service on account of an absence described in paragraphs (a) through
         (d) of this Section in the Plan Year in which his absence begins (if
         such crediting is necessary to prevent him from incurring a Break in
         Service in such Plan Year) or, in all other cases, in the following
         Plan Year. The periods of absence described in the next preceding
         sentence are those on account of:

         (a)   the pregnancy of the employee or Participant;

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

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

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

2.37     PARTICIPANT means any eligible employee who becomes entitled to
         participate in the Plan.

2.38     PLAN YEAR means the 12 consecutive month period commencing on each
         January 1 and ending on the next following December 31.

2.39     QUALIFIED DOMESTIC RELATIONS ORDER has the meaning described in Code
         Section 414(p), which is any judgment, decree, or order (including
         approval of a property settlement agreement) which:

         (a)   relates to the provision of child support, alimony payments, or
               marital property rights to a spouse, child or other dependent of
               a Participant,

         (b)   is made pursuant to a State domestic relations law (including a
               community property law),

         (c)   creates or recognizes the existence of an Alternate Payee's right
               to, or assigns to an Alternate Payee the right to, receive all or
               a portion of the benefits payable with respect to the
               Participant,

         (d)   clearly specifies the name and last known mailing address, if
               any, of the Participant and the name and mailing address of each
               Alternate Payee covered by the order, the amount and percentage
               of the Participant's benefits to be paid by the Plan to each
               Alternate Payee, or the manner in which such amount or percentage
               is to be determined, the number of

                                        7

<PAGE>

               payments or period to which such order applies and each plan to
               which such order applies, and

         does not require the Plan to provide (i) any form or type of benefit,
         or any option, not otherwise provided under the Plan, (ii) increased
         benefits, or (iii) benefits to an Alternate Payee which are required to
         be paid to another payee under another order previously determined by
         the Committee to be a Qualified Domestic Relations Order.

2.40     QUALIFIED ELECTION PERIOD has the meaning described in Code Section
         401(a)(28)(b)(iv), which is the six-Plan year period beginning with the
         later of (a) the first Plan Year in which the Employee first became a
         Qualified Participant, or (b) the first Plan Year beginning after
         December 31, 1986.

2.41     QUALIFIED NON-ELECTIVE CONTRIBUTION means an Employer Contribution
         which is neither a Matching Contribution nor an Elective Contribution,
         is one hundred percent (100%) vested and nonforfeitable when made,
         which a participant may not elect to have paid in cash instead of being
         contributed to the plan and which may not be distributed from the plan
         (except in the case of a hardship distribution) prior to the
         termination of employment or death of the participant, attainment of
         age 59 1/2 by the participant or termination of the plan without
         establishment of a successor plan.

2.42     QUALIFIED PARTICIPANT has the meaning described in Code Section
         401(a)(28)(B)(iii), which is an Employee who has completed at least 10
         years of participation since the effective date of the Plan's
         restatement as an employee stock ownership plan and has attained age
         55.

2.43     RELATED COMPANY means any corporation, trade or business during any
         period in which it is, along with the Company, a member of a controlled
         group of corporations, a group of trades or businesses under common
         control, or an affiliated service group, as described in Sections
         414(b),(c), and (m), respectively, of the Code, and the regulations
         issued thereunder, and any other entity required to be aggregated with
         the Company pursuant to regulations issued under section 414(o) of the
         Code.

2.44     RELATED DEFINED CONTRIBUTION PLAN means any defined contribution plan
         (as defined in Code Section 414(i)) which is maintained by an Employer
         or a Related Company.

2.45     REQUIRED BEGINNING DATE has the meaning described in Code Section
         401(a)(9), which is April 1 of the calendar year following the calendar
         year in which the Participant either attains age 70 1/2 or retires from
         the employment of the employer, whichever is later. In the case of an
         employee who is a 5-percent owner, (as defined in Code section 416),
         the Required Beginning Date is April 1 of the calendar year following
         the calendar year in which the Participant attains age 70 1/2, even if
         such 5-percent owner has not retired.

                                        8

<PAGE>

2.46 SUSPENSE ACCOUNT means an account to which excess Annual Additions have
     been allocated pursuant to 26 CFR Section 1.415-6(b)(6).

2.47 TERMINATION DATE means the date of a Participant's separation from service
     of an Employer or Related Company.

2.48 TOTAL AND PERMANENT DISABILITY means termination of employment due to a
     physical or mental condition that results in a total and permanent
     disability that would entitle the Participant to receive social security
     disability benefits.

2.49 TRUST AGREEMENT means the written agreement between the Company and the
     Trustee, which agreement is a part of this Plan.

2.50 TRUSTEE means, collectively, the trustees of the trust established by the
     Trust Agreement attached hereto and forming a part hereof, or any successor
     thereto.

2.51 TRUST FUND means the aggregate of all properties held pursuant to the Trust
     Agreement.

2.52 YEAR OF SERVICE has the meaning described in Code Section 411(a)(5), which
     is, with respect to any employee or Participant, any calendar year during
     which he completes at least 1,000 Hours of Service.

SECTION 3 - PLAN PARTICIPATION

3.1  ELIGIBILITY FOR PARTICIPATION. Subject to the conditions and limitations of
     the Plan, each Employee of an Employer shall become a Participant in the
     Plan as of the January 1, April 1, July 1, or October 1 coincident with or
     next following the date he satisfies the following requirements:

     (a)  completion of 90 days of Service during an eligibility computation
          period; and

     (b)  attainment of 18 years of age.

     For this purpose, an eligibility computation period shall first be the
     period of twelve (12) consecutive months beginning on the Employee's
     initial date of service and thereafter shall be either of two twelve (12)
     month periods, one period commencing on the January 1/st/ and the other
     commencing on the July 1/st/ of each Plan Year beginning after his initial
     date of service.

     A Leased Employee shall be considered eligible for participation upon
     satisfaction of these requirements, unless (i) such Leased Employee is
     covered by a money purchase pension plan providing: (1) a nonintegrated
     employer contribution rate of at least 10 percent of compensation, as
     defined in Code Section 415(c)(3), but

                                        9

<PAGE>

     including amounts contributed pursuant to a salary reduction agreement
     which are excludable from gross income under Code Sections 125, 402(e)(3),
     402(h)(1)(B), or 403(b), (2) immediate participation, and (3) full and
     immediate vesting; and (ii) Leased employees do not constitute more than 20
     percent of the Employer's nonhighly compensated work force.

3.2  PARTICIPATION AFTER REEMPLOYMENT.

     (a)  General Rule. An employee who has met the eligibility requirements set
          forth in paragraph 3.1 shall not be required to again meet those
          requirements as a condition of eligibility following a termination of
          employment, and such an employee shall become a Participant in the
          Plan on the date of his reemployment.

     (b)  Exception. Notwithstanding the foregoing, if an employee or
          Participant does not have a nonforfeitable right under the Plan to any
          portion of the aggregate balance of his KSOP Accounts and the number
          of his consecutive One Year Breaks in Service equals or exceeds five
          (5), then, his number of Years of Service, if any, completed prior to
          such a period of Breaks in Service shall be disregarded and he shall
          be considered as a new employee.

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

3.4  RESTRICTED PARTICIPATION. Subject to the terms and conditions of the Plan,
     during the period between the Participant's Termination Date and the
     distribution of his entire KSOP Account balances, the Participant or, in
     the event of the Participant's death, the Beneficiary will be considered
     and treated as a Participant for all purposes of the Plan, except as
     follows:

     (a)  the Participant will not share in Employer Contributions and
          Forfeitures; and

     (b)  the Beneficiary of a deceased Participant cannot designate a
          Beneficiary under Section 10(c).

                                       10

<PAGE>

SECTION 4 - PLAN CONTRIBUTIONS

4.1  ANNUAL EMPLOYER NONELECTIVE CONTRIBUTIONS. For each Plan Year, each
     Employer shall make Nonelective Contributions in the form of cash or shares
     of Company Stock, or both, in such amounts as may be determined by the
     Board of Directors in its discretion with respect to that Employer, which
     amounts shall be delivered to the Trustee. Nonelective Contributions shall
     be paid in cash in such amounts and at such times as may be needed to
     provide the Trustee with cash sufficient to pay any currently maturing
     obligations under an Acquisition Loan. In no event will an Employer's
     Contribution for any Plan Year exceed the lesser of:

     (a)  the maximum amount deductible by that Employer as an expense for
          Federal income tax purposes; or

     (b)  the maximum amount which, together with the amounts released from a
          Loan Suspense Account pursuant to Section 4.2 or a Suspense Account
          pursuant to Section 8.4 for that Plan Year, can be credited for that
          year in accordance with the contribution limitation provisions of
          Section 8.4.

     An Employer's Nonelective Contribution under this Section 4.1 for any Plan
     Year will be due on the last day of the Plan Year and, if not paid by the
     end of that year, shall be payable to the Trustee as soon thereafter as
     practicable, but not later than the time prescribed for filing the
     Employer's Federal income tax return for that Plan Year, including any
     extensions of time, without interest.

4.2  ACQUISITION LOANS. The Trustee may incur Acquisition Loans from time to
     time to finance the acquisition of Company Stock for the Trust or to repay
     a prior Acquisition Loan. An Acquisition Loan shall be for a specific term,
     shall bear a reasonable rate of interest, and shall not be payable on
     demand except in the event of default. An Acquisition Loan may be secured
     by a collateral pledge of the Financed Shares so acquired and any other
     Plan assets which are permissible security under the provisions of 26 CFR
     Section 54.4975-7(b). No other assets of the Plan or Trust may be pledged
     as collateral for an Acquisition Loan, and no lender shall have any
     recourse against any other Trust assets.

     The Financed Shares shall initially be credited to a Loan Suspense Account
     and allocated to Participants' KSOP Stock Accounts only as payments of
     principal and interest on the Acquisition Loan are made by the Trustee.
     Payments of principal and interest on any Acquisition Loan shall be made by
     the Trustee only from Employer Nonelective and Matching Contributions paid
     in cash to enable the Trustee to repay such loan, from Elective
     Contributions of Participants who so direct, from earnings attributable to
     such contributions, and any cash dividends received by the Trustee on
     Financed Shares acquired with the proceeds of the Acquisition Loan
     (including such contributions, earnings and dividends received during or
     prior to the year of repayment less such payments in prior years), whether
     or not allocated. The number of Financed Shares to be released from the
     Loan Suspense Account shall be determined in the following manner:

                                       11

<PAGE>

     (a)  Priority Allocation. First, there shall be released a number of shares
          with an aggregate cost basis equal to the Elective Contributions, if
          any, of Participants who have so directed the application of such
          contributions to payments of principal on the Acquisition Loan.

     (b)  Principal and Interest Method. Next, there shall be released a number
          of shares based upon the ratio that the payments of principal and
          interest on the Acquisition Loan for that Plan Year bears to the total
          remaining payments of principal and interest projected on the
          Acquisition Loan over the duration of the Acquisition Loan repayment
          period, subject to the provisions of Section 8.4. The number of future
          payments under the Acquisition Loan must be definitely ascertainable
          and must be determined without taking into account any possible
          extensions or renewal periods. If the interest rate under the
          Acquisition Loan is variable, the interest to be paid in future years
          must be computed by using the interest rate applicable as of the end
          of the Plan Year.

     (c)  Principal Only Method. Alternatively, in the same manner as described
          in (b) above, except that such number shall be based solely on the
          amount of principal paid for the Plan Year in relation to the sum of
          such amount plus the principal to be paid for all future years; and
          provided that:

          (1)  the Acquisition Loan must provide for annual payments of
               principal and interest at a cumulative rate that is not less
               rapid at any time than level annual payments of such amounts for
               10 years;

          (2)  interest in any payment is disregarded only to the extent that it
               would be determined to be interest under standard loan
               amortization tables; and

          (3)  the alternative described in this subsection (b) is not
               applicable from the time t77hat, by reason of a renewal,
               extension or financing, the sum of the expired duration of the
               Acquisition Loan, the renewal period, the extension period, and
               the duration of a new Acquisition Loan exceeds 10 years.

SECTION 5 - ELECTIVE CONTRIBUTIONS

5.1  IN GENERAL. A Participant may authorize his Employer to contribute to the
     Trust on his behalf Elective Contributions. Such Elective Contributions
     shall be stated as either a dollar amount or a whole percentage, and shall
     not be more than 15% of the Participant's Adjusted Compensation. The total
     amount of Elective Contributions for any one Participant for any Plan Year
     shall not exceed $11,000, multiplied by any cost of living adjustment
     factor prescribed by the Secretary of the Treasury under Section 415(d) of
     the Code. Any Elective Contribution in excess

                                       12

<PAGE>

     of the aforementioned limitation, plus any income allocable thereto, shall
     be returned to the Participant no later than the first April 15/th/
     following the close of the tax year in which such contributions were made.
     The Elective Contribution shall be paid by the Employer to the Trustee no
     later than the 15/th/ business day of the month following the month in
     which the Contributions are received by the Employer.

     Each Participant electing to have his Employer contribute Elective
     Contributions on his behalf during the plan year shall file a written
     notice with the Plan Administrator at least thirty (30) days prior to the
     January 1/st/ or July 1/st/ that he intends such election to take effect.
     This requirement shall be waived on adoption of the plan and each
     Participant shall be given a reasonable time to elect Elective
     Contributions. Such written notice shall contain an election of the
     percentage of his Adjusted Compensation or the dollar amount to be
     contributed and authorization for his Employer to reduce his compensation
     by such amount. Elective Contributions may be suspended or reduced at any
     time by giving prior written notice. After suspension or reduction, the
     Participant shall not be eligible for further Elective Contributions until
     the beginning of the next Plan Year. A Participant may change the
     percentage of his Elective Contributions only as of the January 1/st/ or
     July 1/st/ of any Plan year, but upon not less than thirty (30) days prior
     written notice. A Participant shall be fully vested at all times in the
     portion of his Account from Elective Contributions.

5.2  ADP LIMIT. For any Plan Year, the Committee shall have the right to limit
     or reduce the Elective Contributions of Participants who are Highly
     Compensated Employees in order to insure that the actual deferral
     percentage limitation under Code Section 401(k)(3) (hereinafter "ADP
     Limit") is not exceeded. Furthermore, in accordance with 26 CFR Section
     1.401(k)-1(f), the Employer may make additional Qualified Nonelective
     Contributions and/or Matching Contributions or may distribute or
     recharacterize such contributions made during the Plan year in order to
     provide that the ADP Limit is not exceeded. The ADP Limit is equal to the
     greater of Limit 1 or Limit 2:

     Limit 1:       The average Actual Deferral Percentage for the Plan year of
                    Participants who are Highly Compensated Employees may not
                    exceed one hundred twenty-five percent (125%) of the Actual
                    Deferral Percentage for the previous Plan Year of all other
                    Participants; or

     Limit 2:       The Actual Deferral Percentage for the Plan year of
                    Participants who are Highly Compensated may not exceed the
                    lesser of:

                    (a)  The Actual Deferral Percentage for the previous Plan
                         Year of all other Participants, plus two percent (2%),
                         or

                                       13

<PAGE>

                    (b)  The actual Deferral Percentage for the previous Plan
                         Year of all other Participants, multiplied by two
                         hundred percent (200%).

     The Actual Deferral Percentage ("ADP") with respect to any specific group
     of Participants for a Plan Year shall mean the average of the ratios
     (calculated separately for each Participant in such group) of (A) the
     amount of Elective Contributions paid into the Trust Fund on behalf of each
     Participant for such Plan Year to (B) the Participant's Adjusted
     Compensation for such Plan Year(such ratio hereinafter referred to as
     "ADR"). In the case of a Participant who is a Highly Compensated Employee
     who is eligible to have Elective Contributions paid in to a Trust Fund to
     his account under two or more plans maintained by the Employer, the ADP
     shall be determined as if all such Elective Contributions were made under a
     single arrangement.

     For purposes of determining the ADP, the Plan will take into account the
     ADR of all eligible employees. An eligible employee is any employee who is
     directly eligible to make a cash or deferred election under the plan for
     all or a portion of a Plan Year, and includes: an employee who would be a
     Plan participant but for the failure to make required contributions; an
     employee whose eligibility to make Elective Contributions has been
     suspended because of an election (other than certain one-time elections)
     not to participate, a take a hardship distribution, or to obtain a
     participant loan; and an employee who cannot defer because of the Section
     415 limits on Annual Additions. In the case of an eligible employee who
     makes no Elective Contributions, the ADR that is to be included in
     determining the ADP is zero.

     For purposes of determining whether a plan satisfies the ADP Limit, all
     Elective Contributions that are made under two or more plans that are
     aggregated for purposes of Sections 401(a)(4) or 410(b) (other than Section
     410(b)(2)(A)(ii)) are to be treated as made under a single plan. If two or
     more plans are permissively aggregated for purposes of Section 401(k), the
     aggregated plans must also satisfy Sections 401(a)(4) and 410(b) as though
     they were a single plan. Plans will be aggregated only if they have the
     same plan year and use the same testing method.

     Qualified Nonelective Contributions and Matching Contributions may be
     treated as Elective Contributions for purposes of the ADP Limit only if
     such contributions are nonforfeitable when made and subject to the same
     distribution restrictions that apply to Elective Contributions. Qualified
     Nonelective Contributions which may be treated as Elective Contributions
     must satisfy these requirements without regard to whether they are actually
     taken into account as Elective Contributions. Qualified Nonelective
     Contributions and/or Matching Contributions may be treated as Elective
     Contributions only if (i) the conditions described in 26 CFR Section
     1.401(k)-1(b)(5) are satisfied, and (ii) they are allocated and paid within
     twelve (12) months of the end of the Plan Year to which they relate.

                                       14

<PAGE>

5.3  REMEDIES FOR CONTRIBUTIONS IN EXCESS OF ADP LIMIT. In the event the ADP
     Limit is exceeded, the amount of excess contributions for a Highly
     Compensated Participant shall be distributed pursuant to 26 CFR Section
     1.401(k)-1(f)(4), and will be determined in the following manner. First,
     the ADR of the Highly Compensated Employee with the highest ADR will be
     reduced to the extent necessary to satisfy the ADP Limit or to cause such
     Participant's ADR to equal the ADR of the Highly Compensated Employee with
     the next highest ADR. Second, this process is repeated until the ADP Limit
     is satisfied. For each such Highly Compensated Employee whose ADR is
     reduced, the amount of such Participant's excess contributions is equal to
     the Participant's total Qualified Nonelective and Elective Contributions
     (determined prior to the application of this paragraph) minus the amount
     determined by multiplying the Participant's ADR (determined after
     application of this paragraph) by such Participant's Compensation.

     The amount of a Participant's excess contributions that is actually
     distributed must be determined on the basis of the leveling method required
     by Code Section 401(k)(8)(C), as amended by the Small Business Job
     Protection Act of 1996. This leveling method requires that the distribution
     of excess contributions must be made on the basis of the dollar amount of
     the contribution made by each Highly Compensated employee, rather than such
     Participant's ADR.

     The amount of a Participant's excess contributions distributed pursuant to
     26 CFR Section 1.401(k)-1(f) shall be reduced by any excess deferrals
     previously distributed during such Plan Year. The distribution of any
     excess contribution is to be made prior to the two and one-half month
     period following the end of the plan Year in which such excess
     contributions were made.

     The distribution of excess contributions will include the income allocable
     thereto from the date such excess contributions were made until the date of
     the distribution. The income for the Plan Year allocable to Elective
     contributions will be multiplied by a fraction. The numerator of the
     fraction is the excess contributions for the Participant for the Plan Year.
     The denominator is the sum of (1) the total account balance of the
     Participant attributable to Elective contributions and amounts treated as
     Elective contributions as of the beginning of the Plan Year, plus (2) the
     Participant's Elective contributions and amounts treated as Elective
     contributions for the Plan Year.

5.4  INVESTMENT DIRECTION OF ELECTIVE CONTRIBUTIONS. The Company may permit the
     Trustee to elect to delegate its power of directing the investment of
     Elective Contributions to the Participants, subject to the following
     conditions:

     (a)  All Participants are offered the right to exercise independent control
     over the assets in their Elective Contribution Accounts; and

                                       15

<PAGE>

     (b) Each Participant informs the Trustee in writing that the individual
     does or does not desire to exercise independent control over the assets in
     his or her Elective Contribution Account; and

     (c) A broad range of investments are offered to the Participants from which
     they can select and direct the Trustee to invest in for their Elective
     Contribution Accounts, including Company Stock; and

     (d) With respect to any Elective Contributions directed to the payment of
     principal on an Acquisition Loan, the Participant specifically acknowledges
     in his written investment direction election the priority allocation
     provided in Section 4.2(a).

     Any Participant who has elected not to direct the investment of his
     Elective Contribution Account shall not again be offered the opportunity
     unless and until the Trustee deems it prudent to do so. Each new
     Participant shall be offered the right to direct the investment of his
     Elective Contribution account upon becoming a Participant, provided the
     Trustee has offered and delegated this power to any other Participant in
     accordance with this Section 5.4.

SECTION 6 - MATCHING CONTRIBUTIONS

6.1  IN GENERAL. The Employer shall contribute to the Trust for each Plan Year
     Matching Contributions in such amount as may be determined in the
     discretion of the Board of Directors. In no event shall a Matching
     Contribution exceed one hundred percent (100%) of a Participant's Elective
     Contributions or fifteen percent (15%) of a Participant's Adjusted
     Compensation.

6.2  ACP LIMIT. For any Plan Year, the Committee shall have the right to limit
     or reduce the Matching Contributions allocable to the Participants who are
     Highly Compensated Employees in order to insure that the Actual
     Contribution Percentage Limit under Code Section 401(m) (hereinafter "ACP
     Limit") is not exceeded. The ACP Limit is equal to the greater of the Limit
     1 or Limit 2:

     Limit 1:       The Actual Contribution Percentage for the Plan Year of the
                    Highly Compensated Employees may not exceed one hundred
                    twenty-five percent (125%) of the Actual Contribution
                    Percentage for the previous Plan Year of all other
                    Participants; or

     Limit 2:       The Actual Contribution Percentage for the Plan Year of the
                    Highly Compensated Participants may not exceed the lesser
                    of:

                                       16

<PAGE>

                    (a)  The Actual Contribution Percentage for the previous
                         Plan Year of all other Participants, plus two percent
                         (2%), or

                    (b)  The Actual Contribution Percentage for the previous
                         Plan Year of all other Participants, multiplied by two
                         hundred percent (200%).

         Actual Contribution Percentage ("ACP") with respect to any specific
         group of Participants for a Plan Year shall mean the average of the
         ratios (calculated separately for each Participant in such group) of
         (A) the amount of Matching Contributions paid into the Trust Fund on
         behalf of each Participant for such Plan Year to (B) the Participant's
         Adjusted Compensation for such Plan Year (such ratio hereinafter
         referred to as "ACR"). A Participant's Matching Contributions are to be
         taken into account if they are paid to the Trust during the Plan Year
         or are paid to an agent of the Plan and are transmitted to the Trust
         within a reasonable period after the end of the Plan Year. In the case
         of a Participant who has no Matching Contributions, the ACP is
         considered to be zero. In the case of a Highly Compensated Employee who
         is eligible to have Matching Contributions paid in to a trust fund to
         his account under two or more plans maintained by the Employer, the ACP
         shall be determined as if all such Matching Contributions were made
         under a single arrangement.

         For purposes of determining whether a plan satisfies the ACP Limit, all
         Matching Contributions that are made under two or more plans that are
         aggregated for purposes of Sections 401(a)(4) or 410(b) (other than
         Section 410(b)(2)(A)(ii)) are to be treated as made under a single
         plan. If two or more plans are permissively aggregated for purposes of
         Section 401(k), the aggregated plans must also satisfy Sections
         401(a)(4) and 410(b) as though they were a single plan. Plans will be
         aggregated only if they have the same plan year and use the same
         testing method.

6.3      REMEDIES FOR CONTRIBUTIONS IN EXCESS OF ACP LIMIT. In the event the ACP
         Limit is exceeded, the amount of excess aggregate contributions for a
         Highly Compensated Employee shall be distributed pursuant to 26 CFR
         Section 1.401(m)-1(e) and will be determined in the following manner.
         First, the ACR of the Highly Compensated Employee with the highest ACR
         will be reduced to the extent necessary to satisfy the ACP Limit or to
         cause such Participant's ACR to equal the ACR of the Highly Compensated
         Participant with the next highest ACR. Second, this process is repeated
         until the ACP Limit is satisfied. For each such Highly Compensated
         Employee whose ACR is reduced, the amount of such Participant's excess
         aggregate contributions is equal to the Participant's total Matching
         Contributions (determined prior to the application of this paragraph)
         minus the amount determined by multiplying the Participant's ACR
         (determined after application of this paragraph) by such Participant's
         Adjusted Compensation.

         The amount of a Participant's excess aggregate contributions that is
         actually distributed must be determined on the basis of the leveling
         method required by

                                       17

<PAGE>

         Code Section 401(m)(6)(C), as amended by the Small Business Job
         Protection Act of 1996. This leveling method requires that the
         distribution of excess aggregate contributions must be made on the
         basis of the dollar amount of the contribution allocable to each Highly
         Compensated employee, rather than such Participant's ACR.

         The distribution of excess aggregate contributions will include the
         income allocable thereto for the Plan Year from the date excess
         contributions were made until the date of the distribution. The income
         for the Plan Year allocable to Matching Contributions will be
         multiplied by a fraction. The numerator of the fraction is the excess
         aggregate contributions for the employee for the Plan Year. The
         denominator is the sum of (1) the total account balance of the employee
         attributable to Matching Contributions and amounts treated as Matching
         Contributions as of the beginning of the Plan Year, plus (2) the
         employee's Matching Contributions and amounts treated as Matching
         Contributions for the Plan Year.

         The amount of a Participant's excess aggregate contributions
         distributed shall be reduced by any excess aggregate contributions
         previously distributed during such Plan Year. The distribution of any
         excess aggregate contribution is to be made prior to the two and
         one-half month period following the end of the plan Year in which such
         excess aggregate contributions were made.

         For any Plan Year, the application of the ADP Limit and ACP Limit
         pursuant to Sections 5.2 and 6.2 of the Plan, respectively, shall be
         made in accordance with the multiple use limitations under 26 CFR
         Section 1.401(m)-2. If multiple use of the alternative limitation
         occurs, it must be corrected by reducing the ADP of all Highly
         Compensated Employees, regardless of whether they are eligible under
         both the arrangement subject to Section 401(k) and a plan subject to
         Section 401(m).

         To the extent Matching Contributions are used, pursuant to Section 5.2,
         to compute the ADP Limit, they will not be used to compute the ACP
         Limit. At the election of the Employer, Employer contributions (to the
         extent not utilized to compute the ADP Limit) may be used in the
         computation of the ACP Limit.


SECTION 7 - ROLLOVER CONTRIBUTIONS

(a)      With the Employer's consent, a Rollover Contribution may be made by or
         for an Employee if any of the following conditions are met:

         (1)  The Contribution is a rollover contribution which the Code
              permits to be transferred to a plan that meets the requirements
              of Section 401(a) of the Code; and

                                       18




<PAGE>

                  (2)   The Contribution is made within 60 days after the
                        Employee receives or would be entitled to receive the
                        distribution; and

                  (3)   The employee furnishes evidence satisfactory to the
                        Committee that the proposed transfer is in fact a
                        rollover contribution which meets conditions (1) and (2)
                        above.

                  OR

                  (4)   The contribution is made pursuant to Plan Section 11.9
                        diversification requirements.

                  The Rollover Contribution may be made by the Employee or may
                  be made with his consent by the named fiduciary of another
                  plan. The Contribution will be made according to procedures
                  set up by the Committee.

         (b)      If the Employee is not a Participant at the time the Rollover
                  Contribution is made, he will be deemed to be a Participant
                  only for the purposes of investment and distribution of the
                  Rollover Contribution. No Employer Contribution will be made
                  for him and he may not make Participant Contributions, until
                  the time he meets all of the requirements to become a
                  Participant.

         (c)      Any Rollover contribution made by or for an Employee is
                  credited to his Account when made and is at all times fully
                  vested and nonforfeitable.

         (d)      Notwithstanding any provision of the Plan to the contrary that
                  would otherwise limit a Distributee's election under code
                  Section 401(a)(31), a Distributee may elect, at the time and
                  in the manner prescribed by the Plan Administrator, to have
                  any portion of an Eligible Rollover Distribution paid directly
                  to an Eligible Retirement Plan specified by the Distributee in
                  a Direct Rollover.

         SECTION 8 - PLAN ACCOUNTING

         8.1      ALLOCATION AND CREDITING OF NONELECTIVE CONTRIBUTIONS AND
                  FORFEITURES.

                  (a)   In General. As of the Accounting Date, the following
                        amounts shall be allocated to the accounts of
                        Participants described in Section 8.1(b), in the manner
                        described in Section 8.1(c):

                        (1)   Nonelective Contributions for the Plan Year, less
                              the portion thereof used to pay principal and
                              interest on an Acquisition Loan;

                        (2)   Forfeitures arising pursuant to Section 11.1(c)
                              during the Plan Year; and

                                       19

<PAGE>

                  (3)   Shares of Company Stock released from a Loan Suspense
                        Account for the Plan Year.

         (b)      Conditions on Allocation. The amounts described in Section
                  8.1(a) shall be allocated to the accounts of the following
                  Participants:

                  (1)   Participants who complete 1000 Hours of Service during
                        the Plan Year and who are employed by the Employer on
                        the Accounting Date, and

                  (2)   Participants who attain Normal Retirement Age, suffer a
                        Total and Permanent Disability or die while in the
                        employ of the Employer during the Plan Year.

         (c)      Allocation formula. The amounts described in Section 8.1(a)
                  shall be allocated to the Accounts of Participants described
                  in Section 8.1(b) in the ratio that each such Participant's
                  Adjusted Compensation for the Plan Year bears to the total of
                  all such Participants' Adjusted Compensation for the Plan
                  Year.

8.2      ALLOCATION OF ELECTIVE AND MATCHING CONTRIBUTIONS

         (a)      Elective Contributions. The Elective Contributions by the
                  Employer on behalf of an electing Participant shall be
                  allocated to the Elective Contribution Account of such
                  electing Participant as soon as administratively feasible.

         (b)      Matching Contributions. The Matching Contributions by the
                  Employer on behalf of a Participant making Elective
                  Contributions shall be allocated to the Matching Contribution
                  Accounts of Participants described in Section 8.1(b) in an
                  amount equal to that contributed for each such Participant
                  under Section 6.1.

         (c)      Conditions on Allocation of Matching Contribution. The amounts
                  described in Section 8.2(b) shall be allocated to the accounts
                  of the following Participants:

                  (1)   Participants who are credited with at least 1,000 Hours
                        of Service during the Plan Year and who are employed by
                        the Employer on the Accounting Date, and

                  (2)   Participants who attain Normal Retirement Age, suffer a
                        Total and Permanent Disability or die while in the
                        employ of the Employer during the Plan Year.

                                       20

<PAGE>

8.3  KSOP STOCK ACCOUNTS, KSOP CASH ACCOUNTS, AND RESTRICTIONS ON ALLOCATIONS.

     (a)  KSOP Stock Accounts and KSOP Cash Accounts. Employer Contributions
          made in the form of shares of Company Stock, the number of shares of
          Company stock purchased with cash Employer Contributions, Forfeitures
          from other Participants' KSOP Stock Accounts, and shares of Company
          Stock released from a Loan Suspense Account shall be allocated to
          Participants' KSOP Stock Accounts. All other Employer contributions
          and Forfeitures shall be allocated to Participants' KSOP Cash
          Accounts.

     (b)  Restrictions on allocation. Notwithstanding any provision in this Plan
          to the contrary, if shares of Company Stock are sold to the Plan by a
          shareholder in a transaction for which special tax treatment is
          elected by such shareholder (or his representative) pursuant to
          section 1042 of the Code, no assets attributable to such Company Stock
          may be allocated to the KSOP Accounts of:

          (1)  any person who owns (after application of section 318(a) of the
               Code) more than 25 percent in value of the outstanding securities
               of the Employers; and

          (2)  the shareholder, and any person who is related to such
               shareholder (within the meaning of section 267(b) of the Code,
               but excluding lineal descendants of such shareholder as long as
               no more than 5% of the aggregate amount of all Company Stock sold
               by such shareholder in a transaction to which section 1042 of the
               Code applies is allocated to lineal descendants of such
               shareholder) during the Nonallocation Period (as defined below).

          Further, no allocation of Employer Contributions may be made to the
          Accounts of such persons unless additional allocations are made to
          other Participants, in accordance with the provisions of sections
          401(a) and 410 of the Code. The phrase "Nonallocation Period" means
          the period beginning on the date of sale and ending on the later of
          ten years after the date of sale or the date of the allocation
          attributable to the final payment on the Acquisition Loan incurred
          with respect to the sale.

     (c)  Subchapter S restrictions on allocation. Notwithstanding any provision
          in this Plan to the contrary, effective for Plan Years ending after
          March 14, 2001, if the Company makes an election to be an S
          corporation under Code Section 1362(a), no Company Stock may be
          allocated to the KSOP Accounts of any person ("Disqualified Person")
          who (i) is allocated 10 percent of the stock held by the Plan, or (ii)
          is allocated (after application of section 318(a) of the Code) 20
          percent of the stock held by the Plan, and (ii) owns (after
          application of section 318(a) of the Code) more than 50 percent of the
          outstanding securities of the Company.

                                       21

<PAGE>

          In order to facilitate an S corporation election by the Company and
          comply with this restriction, the Committee is authorized to direct
          the Trustee prior to the effective date to take the appropriate action
          under sections III-2(g) and IV-4(b) of the Trust Agreement to reduce
          the allocation of Company Stock to the KSOP Accounts of Disqualified
          Persons.

8.4  LIMITATION ON ALLOCATIONS TO PARTICIPANTS.

     (a)  In General. Notwithstanding any other provision of the Plan, the
          Annual Additions credited to a Participant's Accounts under this Plan
          and any Related Defined Contribution Plan for any Plan Year shall not
          exceed an amount equal to the lesser of:

          (1)  $30,000, multiplied by any cost of living adjustment factor
               prescribed by the Secretary of the Treasury under Section 415(d)
               of the Code (or, if greater, for Plan Years beginning on or
               before December 31, 1994, one-fourth of the defined benefit
               dollar limitation under Section 415(b) of the Code), or

          (2)  25 percent of the 415 Compensation paid to the Participant in
               that Plan Year.

          In the event a Participant herein is also a Participant at any time in
          a Related Defined Contribution Plan, the sum of Annual Additions under
          all such plans credited to a Participant's accounts in any Plan Year
          shall not exceed the limitations described in (1) or (2), above, but
          such limitations shall first be applied to reduce the Annual Additions
          under the Related Defined Contribution Plan before being applied to
          reduce the Annual Additions under this Plan. If, during any Plan Year,
          no more than one-third of the Employer Contributions which are
          deductible under section 404(a)(9) of the Code are allocated to the
          Accounts of Highly Compensated Employees during the Plan Year, then
          any Employer Contributions which are applied by the Trustee to pay
          interest on an Acquisition Loan, and any Financed Shares which are
          allocated as Forfeitures shall not be included in computing Annual
          Additions.

     (b)  415 Suspense Account. Prior to the allocation of the Employer
          Contributions for any Plan Year, the Committee shall determine whether
          the amount to be allocated would cause the limitation described in
          Section 8.4(a) herein to be exceeded by any Participant. In the event
          that the limitation is exceeded for any Participant due to the
          allocation of a Forfeiture, a reasonable error in the estimation of a
          Participant's Adjusted Compensation or 415 Compensation, or a
          reasonable error in determining Elective Contributions under Code
          Section 402(g), the excess shall be maintained in a Suspense Account
          and shall be allocated in the subsequent Plan Year as if such amounts
          were an additional contribution to the

                                       22

<PAGE>

          appropriate Account. No contributions which would be included in the
          next limitation year's Annual Addition for such Participant may be
          made before the total Suspense Account has been reallocated.

     (c)  Return of Elective Contributions. In addition to the remedy described
          in Section 8.4(b) herein, the Committee may distribute to affected
          Participants their Elective Contributions and the income attributable
          thereto, to the extent necessary to reduce the excess Annual Additions
          to a level that complies with the limitation described in Section
          8.4(a).

8.5  ADJUSTMENT OF KSOP STOCK ACCOUNTS.  As of each Accounting Date, the Trustee
     shall:

     (a)  First, charge to the KSOP Stock Account of each Participant all
          distributions and payments made to him, or on his account, since the
          last preceding Accounting Date that have not been charged previously;

     (b)  Next, credit to each Participant's KSOP Stock Account the shares of
          Company Stock, if any, that have been purchased with amounts from his
          KSOP Cash Account since the last preceding Accounting Date,

     (c)  Next, charge each Participant's KSOP Stock Account with the shares of
          Company Stock, if any, that have been sold since the last preceding
          Accounting Date;

     (d)  Next, allocate and credit to each Participant's KSOP Stock Account the
          shares of Company Stock (representing Employer Contributions made in
          Company Stock) and Company Stock Forfeitures that are to be allocated
          and credited as of that date in accordance with the provisions of
          Section 8.1(c).

     (e)  Next, credit or charge, as the case may be, the appreciation or
          depreciation in the Fair Market Value of Company Stock allocated to
          the Participant's KSOP Stock Account.

8.6  ADJUSTMENT OF KSOP CASH ACCOUNTS.  As of each Accounting Date, the  Trustee
     shall:

     (a)  First, charge each Participant's KSOP Cash Account with all
          distributions or payments made to him, or on his account, since the
          last preceding Accounting Date that have not been charged previously;

     (b)  Next, charge each Participant's KSOP Cash Account with any amounts
          applied to purchase Company Stock;

                                       23

<PAGE>

     (c)  Next, credit each Participant's KSOP Cash Account with any cash, if
          any, received from the sale of Company Stock from the Participant's
          KSOP Stock Account since the last preceding Accounting Date;

     (d)  Next, allocate and credit to each Participant's KSOP Cash Account the
          Employer Contributions made in cash and cash Forfeitures that are
          allocated and credited as of that date in accordance with Section
          8.1(c).

     (e)  Next, allocate to each Participant's KSOP Cash Account the Net Income
          (or Loss) of the Plan, determined as of the Accounting Date, in the
          ratio in which the balance of such KSOP Cash Account on the previous
          Accounting Date (reduced by the amount of any distribution from such
          Account and increased by Matching Contributions made during the first
          half of the Plan Year and 1/2 of Elective Contributions made during
          the Plan Year) bears to the total of the KSOP Cash Account balances
          for all Participants as of that date.

8.7  DIVIDENDS. Any stock dividends received on Company Stock shall be credited
     to the Account to which such Company stock was allocated. Cash dividends
     paid on shares of Company Stock held by the Trustee shall be disposed of as
     follows:

     (a)  Dividends paid on shares which have not been released from a Loan
          Suspense Account shall be used to make payment on Acquisition Loans
          the proceeds of which were used to acquire the shares with respect to
          which the dividends are paid. Any such dividends which are not so used
          shall be separately allocated to the KSOP Cash Accounts of all
          Participants and Beneficiaries as Net Income in accordance with
          Section 8.6(e). In the discretion of the Committee, such dividends may
          be distributed in cash to Participants and Beneficiaries within 90
          days after the close of the Plan Year in which paid to the extent of
          their respective nonforfeitable percentages determined as of the close
          of the Plan Year.

     (b)  Dividends paid on shares allocated to Participants' Company Stock
          Accounts shall be allocated thereto. In the discretion of the
          Committee, such dividends may be distributed in cash to Participants
          and Beneficiaries within 90 days after the close of the Plan Year in
          which paid to the extent of their respective nonforfeitable
          percentages determined as of the close of the Plan Year.

8.8  STATEMENT OF PLAN INTEREST. During each Plan Year the Committee shall
     provide each Participant with a statement of the Participant's interest
     under the Plan as of the close of the immediately preceding Plan Year.

                                       24

<PAGE>

SECTION 9 - RETIREMENT BENEFITS

     Upon attainment of Normal Retirement Age, a Participant shall have a fully
vested and nonforfeitable right to his Account. The Participant shall be
entitled to the commencement of the payment of his benefits as soon as
practicable following the close of the Plan Year in which he separates from
service due to attaining Normal Retirement Age. However, at such Participant's
request, the payment of benefits may commence as soon as practicable following
the close of any subsequent Plan Year.

SECTION 10 - DEATH BENEFITS

(a)  In General. If a Participant dies prior to receiving the entire
     nonforfeitable amount credited to his Accounts, all such undistributed
     amounts shall be paid to the Participant's Beneficiary as soon as
     practicable following the close of the Plan Year in which the participant
     died. However, at such Beneficiary's request, the payment of benefits may
     commence as soon as practicable following the close of any subsequent Plan
     Year. If there are two or more Beneficiaries, the Participants' Accounts
     shall be split into sub-accounts to reflect different methods of
     distribution elected by the Beneficiaries.

(b)  Married Participants. a Participant's sole Beneficiary shall be his
     surviving spouse, unless there is no surviving spouse or the surviving
     spouse had consented in writing to the Participant's designation of another
     Beneficiary. Such written consent shall be signed by the surviving spouse
     and witnessed by a member of the Committee or a notary public. Written
     consent need not be obtained if the Participant established to the
     satisfaction of the Committee that there is no spouse or the spouse cannot
     be located. Any consent by a spouse (or establishment that consent cannot
     be obtained) shall be limited to the specific Beneficiary designated by the
     Participant, and shall be effective only with respect to such spouse.

(c)  Beneficiary Designation. Each Participant may file with the Committee a
     designation of Beneficiary to receive amounts payable under this Plan upon
     his death. The designation may be changed from time to time by the
     Participant, except that a married Participant may name a Beneficiary other
     than his spouse only in accordance with Section 10(b), above. If no
     designation has been filed, or all designated Beneficiaries have
     predeceased the Participant, then the Participant shall be deemed to have
     designated the following as his Beneficiaries and contingent Beneficiaries
     with priority in the following order:

          (1)  Surviving Spouse; then

          (2)  Surviving children equally; then

          (3)  Estate.

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<PAGE>

(d)  Identification of Beneficiary. If at, after or during the time when a
     benefit is payable to any Beneficiary, the Committee, upon request of the
     Trustee or at its own instance, mails by registered or certified mail to
     the Beneficiary at the Beneficiary's last known address a written demand
     for his then address, or for satisfactory evidence of his continued life,
     or both, and, if the Beneficiary shall fail to furnish the information to
     the Committee within three years from the mailing of the demand, then the
     Committee shall distribute to the party next entitled thereto under Section
     10(c), above, as if the Beneficiary were then deceased.

SECTION 11 - PAYMENT OF ACCOUNT BALANCES ON ACCOUNT OF TERMINATION

11.1 DETERMINATION OF DISTRIBUTABLE ACCOUNT BALANCE.

     (a)  In General. If a Participant separates from service prior to Normal
          Retirement Age for reasons other than Total and Permanent Disability
          or death, he shall be entitled to the portion of his Accounts which is
          nonforfeitable. The Committee shall distribute the entire
          nonforfeitable portion of the Participant's Accounts to such
          Participant in a lump sum as soon as practicable following the close
          of the Plan Year in which he separates from service.

     (b)  Consent to distribution. If the nonforfeitable portion of a
          Participant's Accounts exceeds $5,000, no distribution shall be made
          pursuant to Section 11.1(a) above, unless the Participant consents to
          such distribution, in writing. The consent of the Participant shall be
          obtained, in writing, within the 90-day period ending on the date of
          the distribution. The Participant's consent shall not be required to
          the extent that a distribution is required to satisfy Section
          401(a)(9) and\or Section 415 of the Code.

     (c)  Forfeitures. If a distribution is made (or deemed made) to the
          Participant upon his separation from service pursuant to (a) or (b),
          above, the nonvested portion of his accounts will be treated as a
          Forfeiture and reallocated to other participants as provided in
          Sections 8.1 and 8.2(c). If a Participant separates from service and
          his nonforfeitable percentage, as determined pursuant to Section
          11.1(d), below, is 0%, he will be deemed to have received a
          distribution of his Accounts as of his separation from service.

          If the Accounts are not distributed to the Participant upon his
          separation from service, the non-vested portion shall be maintained in
          a Forfeiture Account and treated as a Forfeiture when the Participant
          incurs five (5) consecutive One-Year Breaks in Service.

          If a Participant returns to employment with an Employer or a Related
          Company after receiving (or having deemed to receive) distribution of
          the

                                       26

<PAGE>

          nonforfeitable portion of his Accounts, but before incurring 5
          consecutive One Year Breaks in Service, the amount forfeited from his
          respective Accounts by reason of such distribution (or deemed
          distribution)will be restored to his respective Accounts, but only
          upon the Participant's repayment of the amount previously distributed.
          Such restoration will be made, first, out of Forfeitures occurring in
          the year of restoration, second, out of Trust Fund earnings and,
          third, out of Employer KSOP contributions. Upon such Participant's
          subsequent Termination Date, his Accounts will be paid in accordance
          with either paragraph (a) or (b) of this Section, as applicable.

     (d)  Vesting Schedule. A Participant shall have a nonforfeitable right to
          the amount credited to his Nonelective Contribution Account in
          accordance with the following schedule:

                 Number of Years of Service        Vested Percentage
                 --------------------------        -----------------

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

          A Participant will have a 100% vested and nonforfeitable interest at
          all times in his Elective Contribution Account and his Matching
          Contribution Account.

          The balances in his KSOP Cash Account and KSOP Stock Account, if any,
          after the foregoing multiplication, as at the Accounting Date
          coincident with or next following the Termination Date (after all
          adjustments then required under the Plan have been made), will become
          distributable to or for his benefit or, in the case of his death, to
          or for the benefit of his Beneficiary, in accordance with the
          provisions of Section 11.2.

     (e)  Vesting after Reemployment. If a Participant returns to employment
          with an Employer or a Related Employer prior to incurring a One Year
          Break in Service and again resigns or is dismissed prior to completing
          six (6) Years of Service, then, as of the Accounting Date coincident
          with or next following the date on which the Participant first incurs
          a One Year Break in Service after such subsequent resignation or
          dismissal (after all adjustments then required under the Plan have
          been made), the balances in his Forfeiture Accounts shall be
          determined by multiplying those balances by the following:

                                      X - y
                                      -----
                                     100% - y

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<PAGE>

          For purposes of the above formula, x equals the Participant's vested
          percentage on the date of his subsequent One Year Break in Service and
          y equals the Participant's vested percentage on the date of his prior
          termination of employment. If a Participant does not have a
          nonforfeitable right to any of his KSOP Accounts on his Termination
          Date, then he will be deemed to be cashed out of his KSOP Accounts as
          of his Termination Date.

11.2 MANNER OF MAKING PAYMENTS. Distribution will be made, to or for the benefit
     of the Participant or, in the case of the Participant's death, his
     Beneficiary, by either, or a combination of, the following methods:

     (a)  By payment in a lump sum, or

     (b)  By payment in a series of substantially equal annual installments over
          a period not to exceed the lesser of (i) 5 years, or (ii) the
          Participant's life expectancy.

11.3 TIME FOR DISTRIBUTION.

     (a)  In General. Unless the Participant otherwise elects, distribution of
          the portion of the Participant's Accounts attributable to shares of
          Company Stock shall commence not later than one year after the close
          of the Plan Year:

          (1)  in which the Participant separates from service by reason of the
               attainment of Normal Retirement Age, Total and Permanent
               Disability, or death; or

          (2)  which is the fifth Plan Year following the Plan year in which the
               Participant otherwise separates from service, except that this
               paragraph (2) shall not apply if the Participant is reemployed by
               the Employer before distribution is required to begin under this
               paragraph (2).

     (b)  Exception for Acquisition Loan. Subsection (a) shall not apply to any
          shares of Company Stock acquired with the proceeds of an Acquisition
          Loan until the close of the Plan Year in which such Acquisition Loan
          is repaid in full.

     (c)  Installment Payments. Unless the Participant elects otherwise, a
          distribution required under subsection (a) shall be in substantially
          equal periodic payments (not less frequently than annually) over a
          period not longer than the greater of:

          (1)  five years, or

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<PAGE>

          (2)  in the case of a Participant the balances of whose KSOP Stock
               Account is in excess of $500,000, five years plus one additional
               year (but not more than five additional years for each $100,000
               or fraction thereof by which such balance exceeds $500,000.

          The dollar amounts set forth in paragraph (2), above, shall be
          adjusted in accordance with adjustments prescribed by the Secretary of
          the Treasury.

     (d)  Distribution of Company Stock. Distribution of a Participant's vested
          KSOP Stock Accounts will be made in whole shares of Company Stock,
          cash or a combination of both, as determined by the Committee;
          provided, however, that the Committee shall notify the Participant of
          his right to demand distribution of his vested KSOP Stock Account
          balance entirely in whole shares of Company Stock (with the value of
          any fractional share paid in cash). However, a Participant shall have
          no right to receive a distribution of any portion of his Accounts in
          Company Stock if there is in effect an election by the Company to be
          an S corporation under Code Section 1362(a).

     (e)  Age 70 1/2 Distribution Date. Notwithstanding any provision in this
          Section 11.3 to the contrary, distribution of a Participant's KSOP
          Accounts shall commence not later than the Required Beginning Date. If
          a Participant's interest is to be distributed in other than a single
          sum, the following minimum distribution rules shall apply on or after
          the Required Beginning Date:

          (1)  If a Participant's benefit is to be distributed over (i) a period
               not extending beyond the life expectancy of the Participant or
               the joint life and last survivor expectancy of the Participant
               and the Participant's designated beneficiary, or (ii) a period
               not extending beyond the life expectancy of the designated
               beneficiary, the amount required to be distributed for each
               calendar year, beginning with distributions for the first
               distribution calendar year, must at least equal the quotient
               obtained by dividing the Participant's benefit by the applicable
               life expectancy.

          (2)  The minimum distribution required for the Participant's first
               distribution calendar year must be made on or before the
               Participant's Required Beginning Date. The minimum distribution
               for other calendar years, including the minimum distribution for
               the distribution calendar year in which the Participant's
               Required Beginning Date occurs, must be made on or before
               December 31 of that distribution calendar year.

     (f)  Distributions to Beneficiary upon Death. Notwithstanding the
          provisions of paragraphs (b) and (c) above, distributions upon the
          death of

                                       29

<PAGE>

          a Participant shall be made in accordance with the following
          requirements and shall otherwise comply with section 401(a)(9) of the
          Code and any regulations issued thereunder. If a Participant dies
          before his distribution has commenced, distribution of his Accounts to
          his Beneficiary shall commence not later than the earlier of:

          (1)  one year after the end of the Plan Year in which the Participant
               died, or

          (2)  if the Beneficiary is the surviving spouse, the latter of one
               year after the Participant's death or the date the Participant
               would have attained age 701/2,

          and shall be completed within five years after the Participant's
          death.

11.4 FACILITY OF PAYMENT. Notwithstanding the provisions of this Section 11, if,
     in the opinion of the Committee a Participant or other person entitled to
     benefits under the Plan is under a legal disability or is in any way
     incapacitated so as to be unable to manage his financial affairs, the
     Committee may direct the Trustee to make payment to a conservator or other
     person legally charged with the care of his person or of his estate.
     Thereafter, any benefits under the Plan to which such Participant or other
     person is entitled shall be paid to such conservator or other person
     legally charged with the care of his person or his estate, which shall then
     fully discharge the obligation of the Trustee to pay benefits under the
     Plan with respect to such Participant.

11.5 INTERESTS NOT TRANSFERABLE. The interests of Participants and other persons
     entitled to benefits under the Plan are not subject to the claims of their
     creditors and may not be voluntarily or involuntarily assigned, alienated
     or encumbered, except as otherwise provided in Section 11.8.

11.6 ABSENCE OF GUARANTY. Neither the Trustee, the Committee nor the Employers
     in any way guarantee the Trust Fund from loss or depreciation. The
     Employers do not guarantee any payment to any person. The liability of the
     Trustee to make any payment is limited to the available assets of the Trust
     Fund.

11.7 MISSING PARTICIPANTS OR BENEFICIARIES. Each Participant and each designated
     Beneficiary may file with the Committee from time to time in writing his
     post office address and each change of post office address. Any
     communication, statement or notice addressed to a Participant or designated
     Beneficiary at his last post office address filed with the Committee, or if
     no address is filed with the Committee then, in the case of a Participant,
     at his last post office address as shown on the Employers' records, will be
     binding on the Participant and his designated Beneficiary for all purposes
     of the Plan. The Employers, the Committee, and the Trustee are not required
     to search for or locate a Participant or designated Beneficiary.

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<PAGE>

11.8 QUALIFIED DOMESTIC RELATIONS ORDER. In addition to payments made under
     Section 11 on account of a Participant's termination of employment,
     payments may be made to an Alternate Payee (as defined below) prior to,
     coincident with, or after a Participant's termination of employment if made
     pursuant to a Qualified Domestic Relations Order. A distribution to an
     Alternate Payee may be made out of a Participant's Accounts on a date
     coincident with the Participant's "earliest retirement age", defined as the
     earlier of (i) the date on which the Participant is entitled to a
     distribution under the Plan, or (ii) the later of (A) the date the
     Participant attains age 50, or (B) the earliest date on which the
     Participant could begin receiving benefits under the Plan if he had
     separated from service. In addition, this Plan specifically authorizes
     distributions to an Alternate Payee under a Qualified Domestic Relations
     Order prior to the Participant's attainment of the earliest retirement age
     (as defined above and in section 414(p) of the Code) but only if (1) the
     order specifies distribution at the earlier date or permits an agreement
     between the Plan and the Alternate Payee authorizing an earlier
     distribution; and (2) the Alternate Payee consents to a distribution prior
     to the Participant's earliest retirement age if the present value of the
     Alternate Payee benefits under the Plan exceeds $5,000. Nothing in this
     Section 11.8 shall provide a Participant with a right to receive a
     distribution at a time not otherwise permitted under the Plan, nor shall it
     provide the Alternate Payee with a right to receive a form of payment not
     permitted under the Plan.

     The Committee shall establish reasonable procedures to determine the
     qualified status of domestic relations orders and to determine
     distributions under such qualified orders. Any expenses incurred by the
     Committee in determining the status of domestic relations orders or
     administering a qualified order shall be charged to the Accounts of the
     Participant to whom such order relates. The Committee may, in its sole
     discretion, establish and maintain a segregated account for each Alternate
     Payee. The term "Alternate Payee" means 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 the Participant.

11.9 PRE-RETIREMENT DIVERSIFICATION RIGHTS. Any Qualified Participant shall have
     the right to make an election to direct the Plan as to investment of his
     KSOP Stock Account. Such a Qualified Participant may elect within 90 days
     after the close of each Plan Year in the Qualified Election Period to
     diversify 25% of his KSOP Stock Account, less any amount to which a prior
     election applies. In the case of the last year to which an election
     applies, 50% shall be substituted for 25%. If the Fair Market Value of the
     Company Stock in a Qualified Participant's KSOP Stock Account is $500 or
     less as of the Accounting Date immediately preceding the first day of any
     Qualified Election Period, then such Qualified Participant shall not be
     entitled to an election under this Section 11.9 for that Qualified Election
     Period.

     The Plan may satisfy the requirements of this Section 11.9 by offering at
     least three (3) investment options to the Qualified Participant. In
     addition, if the Qualified

                                       31

<PAGE>

     Participant consents, the Plan may distribute the portion of the KSOP Stock
     Account covered by the election to the Qualified Participant within the 90
     day period after the election is made.

SECTION 12 - VOTING OF COMPANY STOCK

     For any Plan Year in which the Company has a class of securities registered
under section 12 of the Securities Exchange Act of 1934, each Participant (or,
in the event of his death, his Beneficiary) shall have the right to direct the
Trustee as to the manner in which whole and partial shares of Company Stock
allocated to his KSOP Stock Account as of the record date are to be voted on
each matter brought before an annual or special shareholders' meeting. Before
each such meeting of shareholders, the Trustee shall furnish to each Participant
(or Beneficiary) a copy of the proxy solicitation material, together with a form
requesting directions on how such shares of Company Stock allocated to such
Participant's KSOP Stock Account shall be voted on each matter. Upon timely
receipt of such directions, the Trustee shall on each such matter vote as
directed the number of shares (including fractional shares) of Company Stock
allocated to such Participant's KSOP Stock Account, and the Trustee shall have
no discretion in such matter. The directions received by the Trustee from
Participants shall be held by the Trustee in confidence and shall not be
divulged or released to any person, including officers or employees of any
Employer. The Trustee shall vote allocated shares for which it has received no
direction and unallocated shares in accordance with the fiduciary standards of
Title I of ERISA.

     For any Plan Year in which the Company does not have a class of securities
registered under section 12 of the Securities Exchange Act of 1934, all Company
Stock in the Trust shall be voted by the Trustee in such manner as it shall
determine in its sole direction. However, with respect to any corporate matter
which involves the voting of Company Stock as to the approval or disapproval of
any corporate merger or consolidation, recapitalization, reclassification,
liquidation, dissolution, sale of substantially all assets of a trade or
business, or such similar transactions as may be prescribed in the Code or
regulations promulgated thereunder, each Participant will be entitled to direct
the Trustee as to the exercise of any voting rights attributable to shares of
Company Stock then allocated to his KSOP Stock Account, but only to the extent
required by sections 401(a)(22) and 409(e)(3) of the Code and the regulations
promulgated thereunder. In that event, the Trustee shall vote allocated shares
for which it has received no direction and unallocated shares in accordance with
the fiduciary standards of Title I of ERISA.

                                       32

<PAGE>

SECTION 13 - RIGHTS, RESTRICTIONS AND OPTIONS ON COMPANY STOCK

13.1 RIGHT OF FIRST REFUSAL. Subject to the provisions of the last sentence of
     this Section 13.1, shares of the Company Stock distributed by the Trustee
     shall be subject to a "Right of First Refusal". The Right of First Refusal
     shall provide that, prior to any subsequent transfer, such Company Stock
     must first be offered in writing to the Company and, if then refused by the
     Company, to the Trustee, at the then Fair Market Value, as determined by an
     Independent Appraiser (as defined in section 401(a)(28) of the Code). A
     bona fide written offer from an independent prospective buyer shall be
     deemed to be the Fair Market Value of such Company Stock for this purpose
     unless the value per share, as determined by the Independent Appraiser as
     of the most recent Accounting Date, is greater. The Company and the Trustee
     shall have a total of 14 days (from the date the Company receives the
     offer) to exercise the Right of First Refusal on the same terms offered by
     the prospective buyer. A Participant (or Beneficiary) entitled to a
     distribution of Company Stock may be required to execute an appropriate
     stock transfer agreement (evidencing the Right of First Refusal) prior to
     receiving a certificate for Company Stock. No Right of First Refusal shall
     be exercisable by reason of any of the following transfers:

     (a)  the transfer upon the death of a Participant or Beneficiary of any
          shares of Company Stock to his legal representatives, heirs and
          legatees, provided, however, that any proposed sale or other
          disposition of any such shares by any legal representative, heir or
          legatee shall remain subject to the Right of First Refusal;

     (b)  the transfer by a Participant or Beneficiary in accordance with the
          Put Option pursuant to Section 13.2 below; or

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

13.2 PUT OPTION. In the event Company Stock is not "publicly traded" within the
     meaning of 26 CFR Section 54.4975-7(b)(1)(iv), the Company shall issue a
     "Put Option" to each Participant or Beneficiary receiving a distribution of
     Company Stock from the Plan. The Put Option shall permit the Participant or
     Beneficiary to sell such Company Stock at its then Fair Market Value, as
     determined by an Independent Appraiser, to the Company, at any time during
     the 60 day period commencing on the date the Company Stock was distributed
     and to the recipient and, if not exercised within that period, the Put
     Option will temporarily lapse. Upon the close of the Plan Year in which
     such temporary lapse of the Put Option occurs, the Independent Appraiser
     shall determine the value of the Company Stock, and the Trustee shall
     notify each distributee who did not exercise the initial Put Option prior
     to its temporary lapse in the preceding Plan Year of the revised value of
     the Company Stock. The time during which the Put Option may be

                                       33

<PAGE>

     exercised shall recommence on the date such notice or revaluation is given
     and shall permanently terminate 60 days thereafter. The Trustee may be
     permitted by the Company to purchase Company Stock put to the Company under
     a Put Option. At the option of the Company or the Trustee, as the case may
     be, the payment for Company Stock sold pursuant to a Put Option shall be
     made in the following forms:

     (a)  if the Company Stock was distributed as part of a total distribution
          (that is, a distribution within one taxable year of a Participant of
          the balance of the credit of his KSOP Accounts), then payments may be
          made in substantially equal annual installments commencing within 30
          days from the date of the exercise of the Put Option and over a period
          not exceeding 5 years, with interest payable at a reasonable rate (as
          determined by the Company) on any unpaid installment balance, with
          adequate security provided, and without penalty for any prepayment of
          such installments; or

     (b)  if a Participant or Beneficiary exercises a Put Option on a
          distribution of Company Stock made to him in periodic payments (in
          accordance with Section 11.3(c), then the payment for such Company
          Stock may be made in a lump sum no later than 30 days after such
          Participant exercises the Put Option.

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

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

13.4 NONTERMINABLE RIGHTS. The provisions of this Section 13 shall continue to
     be applicable to shares of Company Stock even if the Plan ceases to be an
     Employee Stock Ownership within the meaning of section 4975(e)(7) of the
     Code.

SECTION 14 - HARDSHIP LOANS AND DISTRIBUTIONS

     The Committee may, upon written application of the Participant, authorize a
loan or loans to the Participant subject to the following:

     (a)  Purpose. Loans will be permitted only for purposes described in 26 CFR
          Section 1.401(k)-1(d)(2), which establish standards deemed to satisfy
          the hardship condition for distribution of Elective Contributions.
          Specifically, these purposes are:

                                       34

<PAGE>

          (a)  expenses for medical care previously incurred by the Participant,
               the Participant's spouse, or any dependents of the Participant,
               or necessary for these persons to obtain medical care; or

          (b)  costs directly related to the purchase of a principal residence
               for the Participant, excluding mortgage payments; or

          (c)  payment of tuition, related educational fees, and room and board
               expenses, for the next 12 months of post-secondary education for
               the Participant, or the Participant's spouse, children, or
               dependents; or

          (d)  payments necessary to prevent the eviction of the Participant
               from the Participant's principal residence or foreclosure on the
               mortgage on that residence.

     (b)  Maximum Limits. Loans will be limited to the lesser of:

          (1)  the lesser of (i) 1/2 of the value of the Participant's
               nonforfeitable Account balance, or (ii) one hundred percent
               (100%) of the Participant's KSOP Cash Account;

          (2)  $50,000 reduced by the maximum outstanding loan balance (if any)
               during the 12-month period ending on the day before the loan is
               taken.

     (c)  Availability. Loans must be available to all Participants on a
          reasonably equitable basis and the availability shall be communicated
          to all Participants. Loans shall not be made available to Highly
          Compensated Employees in an amount greater than that made available to
          other employees.

     (d)  Interest Rate. A reasonable rate of interest shall be charged on each
          loan. What is reasonable depends on factors such as the amount of
          loan, adequacy of security, duration of loan, repayment schedule,
          current market conditions, variable or fixed rate of interest, what is
          customary in similar arm's length transactions in the community, and
          other economic and time factors.

     (e)  Schedule of Loan Payments. Loan agreements shall provide for repayment
          within five (5) years from the date of the loan, except when a loan is
          used to purchase a residence in which the period of repayment shall
          not exceed fifteen (15) years.

                                       35

<PAGE>

     (f)  Other Rules:

          (1) All plans of all related businesses are to be combined for
          purposes of maximum limits on loans.

          (2) All loans must be evidenced by a written loan agreement signed by
          all relevant parties to the loan and evidenced by as promissory note
          of the borrower where the borrower personally guarantees the repayment
          of the loan and secures the loan on the Participant's account balance.

          (3) A Participant's spouse must consent in writing for a Participant
          to use any part of their account balance as security for the loan.
          Spousal consent shall be obtained no earlier than the beginning of the
          90-day period ending on the date the loan is made. The consent must
          acknowledge the effect of the loan and must be witnessed by a plan
          representative or notary public. The consent is binding with respect
          to the loan for which it is given. A new consent shall be required if
          the loan is revised, renegotiated, renewed or extended.

          (4) The loan document must provide for payments to be made at least
          quarterly, in a level amount, which will fully amortize the loan over
          its duration.

          (5) The Trustee may provide for loans to be considered an asset of the
          Trust Fund or as an investment of the borrower's account. The Trustee
          shall act consistently in making this determination.

          (6) Any loan outstanding at the time a Participant receives a
          distribution shall be repaid by offsetting the balance due (plus
          accrued interest and any costs) against the amount to be distributed.

     In the event a loan is not sufficient to meet the need described in Section
14(a), the Participant may request and the Committee may direct a distribution
of the Participant's Elective Contributions. In such event, the Participant's
Elective contributions shall be suspended for 12 months beginning with the first
day of the month following the Participant's receipt of the hardship
distribution.

SECTION 15 - THE COMMITTEE

15.1 APPOINTMENT AND AUTHORITY. The Committee referred to in Section 1.2 shall
     be appointed by the Board of Directors of the Company. Except as otherwise
     specifically provided in this Section 15, the Committee shall have the
     following powers, rights and duties in addition to those vested in it
     elsewhere in the Plan:

     (a)  To adopt such rules of procedure and regulations as, in its opinion,
          may be necessary for the proper and efficient administration of the
          Plan and as are consistent with the provisions of the Plan;

                                       36

<PAGE>

     (b)  To enforce the Plan in accordance with its terms and with such
          applicable rules and regulations as may be adopted by the Committee;

     (c)  To determine all questions arising under the Plan, including the power
          to determine the rights or eligibility of employees or Participants
          and their Beneficiaries and their respective benefits, and to remedy
          ambiguities, inconsistencies or omissions;

     (d)  To give such directions to the Trustee with respect to the Trust Fund
          as may be provided in the Trust Agreement, including the depositories
          which have been designated by the Board, which must be an incorporated
          Federally insured bank or trust company;

     (e)  To maintain and keep adequate books, records and other data as shall
          be necessary to administer the Plan, except those that are maintained
          by the Company of the Trustee, and to meet the disclosure and
          reporting requirements of ERISA;

     (f)  To direct all payments of benefits under the Plan;

     (g)  To establish an investment policy and objective for the Plan;

     (h)  To be agent for the service of legal process on behalf of the Plan;

     (i)  To execute any documents on behalf of the Committee, in which event
          the Committee shall notify the Trustee in writing of such action;

     (j)  To perform any other acts necessary or appropriate to the
          administration of the Plan and the discharge of its duties.

     (k)  To perform any other acts necessary or appropriate to the
          administration of the Plan and the discharge of its duties.

     The certificate of a Committee member that the Committee has taken or
     authorized any action shall be conclusive in favor of any person relying on
     the certificate.

15.2 DELEGATION BY COMMITTEE. The Committee may establish procedures for
     allocation of fiduciary responsibilities and delegation of fiduciary
     responsibilities to persons other than named fiduciaries; however, the
     delegation of the power to manage or control Plan assets may only be
     delegated to an Investment Manager, as defined in section 3(38) of ERISA.
     In exercising its authority to control and manage the operation and
     administration of the Plan, the Committee may employ agents and counsel
     (who may also be employed by or represent any Employer) and to delegate to
     them such powers as the Committee deems desirable. Any such delegation or
     appointment shall be in writing. The writing contemplated by the

                                       37

<PAGE>

     foregoing sentence shall fully describe the advice to be rendered or the
     functions and duties to be performed by the delegate.

15.3 UNIFORM RULES. In managing the Plan, the Committee will uniformly apply
     rules and regulations.

15.4 INFORMATION TO BE FURNISHED TO COMMITTEE. The Employers shall furnish the
     Committee such data and information as may be required. The Committee shall
     be entitled to rely on any information furnished by the Company that is
     needed for calculation of benefits due under the Plan, or any matters
     relating to administration of the Plan. A Participant, surviving spouse, or
     other person entitled to benefits under the Plan must furnish to the
     Committee such evidence, data or information as the Committee considers
     desirable to carry out the Plan. Any benefits under the Plan may be
     conditional upon the prompt submission of such information. Any adjustment
     by the Committee by reason of a misstatement of age or lack of information
     will be made in a manner the Committee deems equitable.

15.5 COMMITTEE'S DECISION FINAL. To the extent permitted by law, any
     interpretation of the Plan and any decision on any matter within the
     discretion of the Committee (such as eligibility for participation and the
     timing and amount of benefit payments) made by the Committee in good faith
     is binding on all persons. A misstatement or other mistake of fact shall be
     corrected when it becomes known, and the Committee shall make such
     adjustment on account thereof as they consider equitable and practicable.

15.6 EXERCISE OF COMMITTEE'S DUTIES. Notwithstanding any other provision of the
     Plan, the Committee members shall discharge their duties hereunder solely
     in the interests of the Participants and other persons entitled to benefits
     under the Plan, and:

     (a)  for the exclusive purpose of providing benefits to Participants and
          other persons entitled to benefits under the Plan;

     (b)  with the care, skill, prudence and diligence under the circumstances
          then prevailing that a prudent person acting in a like capacity and
          familiar with such matters would use in the conduct of an enterprise
          of a alike character and with like aims; and

     (c)  in accordance with the documents and instruments governing the Plan
          insofar as they are consistent with ERISA.

15.7 REMUNERATION AND EXPENSES. No remuneration shall be paid to a Committee
     member as such. However, the reasonable expenses of a Committee incurred in
     the performance of a Committee function shall be reimbursed by the
     Employers.

                                       38

<PAGE>

15.8   INDEMNIFICATION OF THE COMMITTEE. To the extent permitted by applicable
       law, any person or entity appointed by the Board of Directors to serve as
       a Committee member shall be indemnified by the Company against any and
       all liabilities, settlements, losses, costs, and expenses ( including
       reasonable legal fees and expenses) of whatever kind and nature which may
       be imposed on, incurred by or asserted against the Committee or its
       members by reason of the performance or nonperformance of a Committee
       function if, in the opinion of the Board of Directors of the Company,
       such action was not dishonest or in willful violation of the law or
       regulations under which such liability, loss, cost, or expense arose.
       Furthermore, the Company agrees to indemnify the Committee members
       against any liability imposed as a result of a claim asserted by any
       person or persons under Federal or state law where the Committee acts in
       good faith or in reliance on a written direction or certification of the
       Company. The foregoing right of indemnification shall be in addition to
       other rights the members by law or by reason of insurance coverage of any
       kind. The Company may, at its own expense, settle any claim asserted or
       proceeding brought against any member of the Committee when such
       settlement appears to be in the best interests of the Company. If the
       Company obtains fiduciary liability insurance to protect the Committee or
       any of its members, the provisions of this Section 15.8 shall be
       applicable only to the extent that such insurance coverage is
       insufficient.

15.9   RESIGNATION OR REMOVAL OF COMMITTEE MEMBER. Any person or entity
       appointed as a Committee member may resign at any time by delivering
       their written resignation to the Company. The Company, at its discretion,
       may immediately remove any or all of the Committee members with or
       without cause upon delivery of written notice to them.

15.10  APPOINTMENT OF SUCCESSOR COMMITTEE. The Board will promptly fill any
       vacancy in the membership of the Committee and shall give prompt written
       notice thereof to the other Employers and the Trustee.

15.11  INTERESTED PERSON. A fiduciary may not decide or determine any matter or
       question concerning his own benefits under the Plan or as to how they are
       to be paid to him unless such decision should be made by him under the
       Plan if he were not a member of the Committee, except when such decision
       applies to all Participants similarly. If a person is disqualified to
       act, the Company may appoint a temporary member to exercise the powers of
       the interested person concerning the matter as to which he is
       disqualified, or the remaining Committee members may act without the
       appointment of a new Committee member.

15.12  CLAIMS PROCEDURE. Any Participant or Beneficiary who disputes the
       Committee's determination of the benefits due to him under the Plan may
       file a claim with the Committee. A claim must be in writing, in a form
       which gives the Committee reasonable notice of the claim, and authorizes
       the Committee to take all steps necessary to determine the validity of
       the claim and to facilitate the payment of any benefits to which the
       claimant is entitled. The Committee will, if reasonably possible, decide
       whether to grant or to deny a claim within ninety (90)

                                       39

<PAGE>

       days after it is filed. If a longer period is needed, the Committee will,
       no later than the last day of the ninety (90) day period, notify the
       claimant of the extension of time and the reasons why it is needed. A
       decision must then be rendered within ninety (90) days after the claimant
       was notified of the extension. If the Committee does not act within the
       time specified by this Section 15.12, the claim is automatically denied,
       and the claimant may appeal in accordance with this Section 15.12. If the
       Committee determines that a claim should be denied, it will give the
       claimant written notice of denial. This notice must be written in a
       manner calculated to be understood by the claimant, state specific
       reasons for denying the claim, citing the provisions of the Plan on which
       the denial is based, explain the procedure for reviewing the Committee's
       decision, and if the claim is denied because the Committee lacks adequate
       information to reach a decision, state what information is needed to make
       a decision possible and why it is needed. If a claim is denied, the
       claimant may appeal to the Company. His appeal must be submitted in
       writing to the Company no later than sixty (60) days after the earlier of
       the date on which he receives notice of denial or the expiration of the
       period within which the Company is required to make a decision. The
       claimant or his representative may submit any documents or written
       arguments that he desires in support of his claim, and the Company may,
       but is not required to, hold a hearing on the claim. The Company will, if
       reasonably possible, decided the claimant's appeal within sixty (60) days
       after it is filed. If a longer period is needed, the Company will, no
       later than the last day of the sixty (60) period, notify the claimant of
       the extension of time and the reasons why it is needed. A decision must
       then be rendered within sixty (60) days after the claimant was notified
       of the extension. If the Company does not act within the time specified
       by this Section 15.12, the appeal is automatically denied. If the Company
       determines that an appeal should be denied, it must give the claimant
       written notice of the denial in the same manner as required on initial
       denial of the claim by the Company.

SECTION 16 - AMENDMENT AND TERMINATION

16.1   AMENDMENT. While the Employers expect and intend to continue the Plan,
       the Company must reserve and reserves the right, subject to the
       provisions of Section 1.3, to amend the Plan at any time, except as
       follows:

       (a)   the duties and liabilities of the Trustee cannot be substantially
             changed without their consent; and

       (b)   no amendment shall reduce a Participant's benefits to less than the
             amount such Participant would be entitled to receive if such
             Participant had resigned from the employ of all of the Employers
             and Related Companies on the date of the amendment.

16.2   TERMINATION. The Plan will terminate as to all of the Employers on any
       day specified by the Company. The Plan will terminate as to any Employer
       on the first to occur of the following:

                                       40

<PAGE>

       (a)   the date it is terminated by that Employer if 30 days' advance
             written notice is given to the Trustee,

       (b)   the date that Employer's contributions under the Plan are
             completely discontinued;

       (c)   the date that the Employer is judicially declared bankrupt under
             Chapter 7 of the U.S. Bankruptcy Code;

       (d)   the dissolution, merger, consolidation or reorganization of that
             Employer, or the sale by that Employer of all or substantially all
             of its assets, except that, subject to the provisions of Section
             16.3, with the consent of the Company, in any event such
             arrangements may be made whereby the Plan will be continued by any
             successor to that Employer or substituted for that Employer under
             the Plan.

16.3   MERGER AND CONSOLIDATION OF PLAN, TRANSFER OF PLAN ASSETS. In the case of
       any merger or consolidation with, or transfer of assets and liabilities
       to, any other plan, provisions shall be made so that each Participant in
       the plan on the date thereof, if the Plan then terminated, would receive
       a benefit immediately after the merger, consolidation or transfer which
       is equal to or greater than the benefit which he would have been entitled
       to receive immediately prior to the merger, consolidation or transfer, if
       the Plan had then terminated.

16.4   VESTING AND DISTRIBUTION ON TERMINATION AND PARTIAL TERMINATION. On
       termination of the Plan in accordance with the provisions of Section 16.2
       or on partial termination of the Plan by operation of law, the date of
       termination or partial termination, as the case may be, will be an
       Accounting Date and, after all adjustments then required under the Plan
       have been made, each affected employee's benefits will be nonforfeitable.
       If, on termination of the Plan, a Participant remains an employee of an
       Employer or a Related Company, the amount of the Participant's benefits
       may be retained in the Trust until after the Participant's termination of
       employment with the Employers and the Related Companies and shall be paid
       to such Participant or, in the event of the Participant's death, to the
       Beneficiary thereof in a lump sum. The benefits payable to a Participant
       whose employment with the employers and Related Companies is terminated
       coincident with the termination of the Plan (and the benefits payable to
       an affected employee on partial termination of the Plan) shall be paid to
       the Participant or, in the event of the Participant's death, to the
       Beneficiary thereof in a lump sum. All appropriate accounting provisions
       of the Plan will continue to apply until the benefits of all affected
       persons have been distributed to them.

16.5   NOTICE OF AMENDMENT, TERMINATION OR PARTIAL TERMINATION. Affected
       Participants will be notified of an amendment, termination or partial
       termination of the Plan as required by law.

                                       41

<PAGE>

SECTION 17 - TOP HEAVY PROVISIONS

     The Plan will be a "top-heavy Plan" if, as of the last day of the Plan year
or, as of the day next preceding the beginning of any later Plan Year (the
"Determination Date") and determined in accordance with the provisions of
section 416(g) of the Code, the aggregate present value of the accrued benefits
and account balances of all "Key Employees" (within the meaning of section
416(i) of the Code) and their Beneficiaries exceeds sixty percent (60%) of the
aggregate present value of the accrued benefits and account balances of all
Participants and Beneficiaries. The aggregate present value of the accrued
benefits and account balances of a Participant who has not performed any
services for an Employer or a Related Company during the five year period ending
on the Determination Date shall not be taken into account. The term "Aggregation
Group" shall include each plan of an Employer or Related Company which includes
a Key Employee and each Plan of the Employer or related company (including a
plan terminated during the 5 preceding years) which allows the Plan to meet the
requirements of sections 401(a)(4) or 410 of the Code and may include any other
plan of an Employer or Related Company, if the Aggregation Group would continue
to meet the requirements of sections 401(a)(4) and 410 of the Code.

     If the Plan is a top-heavy plan, effective as of the first day of the Plan
Year, Section 4 will automatically be amended to provide that the aggregate
amount of Employer Contributions allocated in each Plan Year to the KSOP Stock
Account and the KSOP Cash Account of each Participant who is not a Key Employee
(within the meaning of section 416(i)(1) of the Code), and who is employed by
the Employer as of the last day of the Plan Year, may not be less than the
lesser of:

          (1)  three percent of his Adjusted Compensation for the Plan Year; or

          (2)  a percentage of his Adjusted Compensation equal to the largest
               percentage obtained by dividing the sum of the amount credited to
               the KSOP Stock Account and the KSOP Cash Account of any Key
               Employee by that Key Employee's Adjusted Compensation.

     The preceding provisions will remain in effect for the period in which the
Plan is top-heavy. If, for any particular years thereafter, the Plan is no
longer top-heavy, the Company may amend or delete such provisions from the Plan,
except that the vesting schedule described in this Section 17 may not be made
less favorable for any Participant who has completed three or more years of
Service, and no amendment may cause any previously vested portion of any Account
balance to become forfeitable.

                                       42

<PAGE>

SECTION 18 - MISCELLANEOUS

18.1   APPLICABLE LAWS. The Plan shall be construed and administered according
       to the laws of the state of Georgia, to the extent that such laws are not
       preempted by the laws of the United States of America.

18.2   GENDER AND NUMBER. Where the context permits, words in any gender shall
       include any other gender, words in the singular shall include the plural,
       and the plural shall include the singular.

18.3   NOTICES. Any notice or document required to be filed with the Committee
       or Trustee under the Plan will be properly filed if delivered or mailed
       by registered mail, postage prepaid, to the Committee or Trustee in care
       of the Company at its principal executive offices. Any notice required
       under the Plan may be waived in writing by the person entitled to notice.

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

18.5   ACTION BY EMPLOYER. Any action required or permitted to be taken by an
       Employer under the Plan shall be by resolution of its Board of Directors
       or by a person or person authorized by its Board of Directors.

18.6   QUALIFIED MILITARY SERVICE. Effective December 12, 1994, if any employee
       or participant acquires rights under chapter 43 of title 38, United
       States Code, resulting from qualified military service, then the
       following rules shall apply to such employee or participant:

       1.    Any Employer contribution on behalf of such participant shall not
             be subject to any otherwise applicable limitation contained in code
             Section 402(g), 402(h), 403(b), 404(a), 404(h), 408, 415, and 457,
             and shall not be taken into account in applying such limitations to
             other contributions or benefits under such plan or any other plan,
             with respect to the year in which the contribution is made;

       2.    such contribution shall be subject to the aforementioned
             limitations with respect to the year to which the contribution
             relates (in accordance with rules prescribed by the secretary);

       3.    The participant may make additional elective deferrals during the
             period which begins on the date of reemployment of such employee
             with the employer and has the same length as the lesser of (i)the
             product of 3 and the period of qualified military service which
             resulted in such rights, and (ii) 5 years;

       4.    If the plan suspends the obligation to repay any loan made to a
             participant from the Plan for any part of any period during which
             such employee is

                                       43

<PAGE>

             performing service in the uniformed services ( as defined in
             chapter 43 of title 38, United states Code), whether or not
             qualified military service, such suspension shall not be taken into
             account for purposes of Section 72(p), 401(a), or 4975(d)(1);

       5.    An individual reemployed under such chapter is treated with respect
             to the plan as not having incurred a break in service with the
             employer by reason of such individual's period of qualified
             military service.

       6.    Each period of qualified military service served by an individual
             is, upon reemployment under such chapter, deemed with respect to
             the Plan to constitute service with the employer for the purpose of
             determining the nonforfeitability of the individual's account
             balance and for the purposes of determining contribution
             allocations.

       7.    An individual reemployed under such chapter is entitled to
             contribution allocations that are conditioned on the making of
             elective contributions only to the extent such individual makes
             such matching contributions within the period beginning with the
             date of reemployment and continuing for 3 times the period of
             qualified military service (but not greater than 5 years. An
             individual reemployed under such chapter is entitled to
             contribution allocations that are conditioned on the making of
             elective contributions only to the extent such individual makes
             such matching contributions within the period beginning with the
             date of reemployment and continuing for 3 times the period of
             qualified military service (but not greater than 5 years.

       IN WITNESS WHEREOF, the undersigned officers of the Employers, duly
authorized, have formally adopted this Plan on the ______ day of _____________,
2002.

                                            UNITY HOLDINGS, INC.

                                            By:_________________________________


                                            As Its:_____________________________


                                            UNITY NATIONAL BANK

                                            By:_________________________________


                                            As Its:_____________________________

                                       44

<PAGE>

                              UNITY HOLDINGS, INC.

                         EMPLOYEE STOCK OWNERSHIP TRUST

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                                                 Page
-------                                                                                                 ----
<S>                                                                                                   <C>
I.       Name ...........................................................................................  1

II.      Definitions ....................................................................................  2
         II-1     Account ...............................................................................  2
         II-2     Accounting Date .......................................................................  2
         II-3     Acquisition Loan ......................................................................  2
         II-4     Cash Accounts .........................................................................  2
         II-5     Committee .............................................................................  2
         II-6     Company Stock .........................................................................  2
         II-7     Employer Contributions ................................................................  2
         II-8     ERISA .................................................................................  2
         II-9     Net Equity ............................................................................  2
         II-10    Participant ...........................................................................  2
         II-11    Plan Year .............................................................................  2
         II-12    Related Company .......................................................................  2
         II-13    Suspense Account ......................................................................  3

III.     Management and Control of Trust Fund Assets ....................................................  3
         III-1    The Trust Fund ........................................................................  3
         III-2    General Powers ........................................................................  3
         III-3    Compensation and Expenses .............................................................  5
         III-4    Exercise of Trustee's Duties ..........................................................  5
         III-5    Plan Administration ...................................................................  6

IV.      Provisions Related to Investment in Company Stock ..............................................  6
         IV-1     Investment of Cash ....................................................................  6
         IV-2     Stock Dividends, Splits and other Capital Reorganizations .............................  6
         IV-3     Voting of Shares and Tender of Exchange Offers ........................................  7
         IV-4     Liquidity Requirements ................................................................  7

V.       Miscellaneous ..................................................................................  8
         V-1      Disagreement as to Acts ...............................................................  8
         V-2      Persons Dealing with Trustee ..........................................................  8
         V-3      Benefits May Not Be Assigned or Alienated .............................................  8
         V-4      Indemnification of Trustee ............................................................  8
         V-5      Evidence ..............................................................................  9
         V-6      Waiver of Notice ......................................................................  9
         V-7      Counterparts ..........................................................................  9
         V-8      Governing Laws ........................................................................  9
</TABLE>

<PAGE>

<TABLE>
<S>                                                                          <C>
         V-9      Successors, Etc. ........................................    9
         V-10     Successors to Employers .................................    9
         V-11     Action by Employers .....................................    9

VI.      No Reversion to Employers ........................................   10

VII.     Change of Trustee ................................................   10
         VII-1    Resignation .............................................   10
         VII-2    Approval of the Trustee .................................   10
         VII-3    Duties of Resigning or Removed Trustee and of
                  Successor Trustee .......................................   11
         VII-4    Filling Trustee Vacancy .................................   11

VIII.    Additional Employers .............................................   11

IX.      Amendment and Termination ........................................   11
         IX-1     Amendment ...............................................   11
         IX-2     Termination .............................................   11
</TABLE>

<PAGE>

--------------------------------------------------------------------------------

                              UNITY HOLDINGS, INC.
                      EMPLOYEE STOCK OWNERSHIP/401(k) TRUST

--------------------------------------------------------------------------------

         THIS AGREEMENT is made and entered into this _______ day of _________,
2002, by and between Unity Holdings, Inc., a Georgia corporation (the
"Company"), and Jerry W. Braden, Donald D. George, John S. Lewis, Michael L.
McPherson, Stephen A. Taylor, and B. Don Temples, said individuals hereinafter
collectively referred to as the "Trustee".

                                WITNESSETH THAT:

         WHEREAS, the Company has established an employee stock ownership plan
(as described in section 4975(e)(7) of the Internal Revenue Code of 1986, as it
may be amended from time to time (the "Code")), which is known as the Unity
Holdings, Inc. Employee Stock Ownership Plan With 401(k) Provisions ("Plan");
and

         WHEREAS, the Plan is established for the exclusive benefit of the
eligible employees of the Company and those of any Related Company (as defined
in Article II) which adopts the Plan and becomes a party to this Trust Agreement
as provided in Article VIII (the Company and the Related Companies that are
parties hereto are sometimes referred to below collectively as the "Employers"
and individually as an "Employer").

         NOW, THEREFORE, and pursuant to the authority delegated to the
undersigned officers of the Company by resolution of its Board of Directors
adopted on ________ ___, 2002, IT IS AGREED, by and between the parties hereto,
that the trust provisions shall constitute the agreement between the Company and
the Trustees in connection with the Plan; and

         IT IS FURTHER AGREED, that the Trustee hereby accepts their appointment
as such under this Trust Agreement, effective as of the day and year first
written above; and

         IT IS FURTHER AGREED, by and between the parties hereto as follows:

                                ARTICLE I - NAME
                                ----------------

         This Trust Agreement and Trust hereby evidenced shall be known as the
"UNITY HOLDINGS, INC. EMPLOYEE STOCK OWNERSHIP/401(k) TRUST".

                                       1

<PAGE>

                            ARTICLE II - DEFINITIONS
                            ------------------------

II-1.    ACCOUNT means a Participant's total economic interest in the Plan.

II-2.    ACCOUNTING DATE means December 31st, the last day of the Trust's
         accounting year or such date(s) as specified pursuant to Article III-1.

II-3.    ACQUISITION LOAN means a loan incurred by the Trustee to finance the
         acquisition of Company Stock or to refinance a prior Acquisition Loan,
         and which complies with the requirements of 26 CFR Section
         54.4975-7(b).

II-4.    CASH ACCOUNTS means the accounts established in the name of
         Participants that reflect Employer Contributions made in cash, any cash
         dividends on Company Stock, any cash forfeitures and any income, gains,
         losses, appreciation or depreciation attributable thereto.

II-5.    COMMITTEE means the individuals appointed by the Board of Directors of
         the Company to administer the Plan.

II-6.    COMPANY STOCK means common or preferred stock issued by the Company or
         a Related Company that meets the definition of "employer securities"
         contained in Code Section 409(l).

II.7.    EMPLOYER CONTRIBUTIONS means contributions made to the Plan by the
         Company or a Related Company which are (i) discretionary, or (ii) made
         at the direction of a Participant.

II-8.    ERISA means the Employee Retirement Income Security Act of 1974, as
         amended, and the regulations promulgated thereunder.

II-9.    NET EQUITY means the fair market value of all property held in the
         Trust Fund, reduced by any liabilities other than liabilities to
         Participants in the Plan and their Beneficiaries, as determined by the
         Trustee.

II-10.   PARTICIPANT means any eligible employee who becomes entitled to
         participate in the Plan.

II-11.   PLAN YEAR means the 12 consecutive month period commencing on each
         January 1 and ending on the next following December 31.

II-12.   RELATED COMPANY means any corporation, trade or business during any
         period in which it is, along with the Company, a member of a controlled
         group of corporations, a group of trades or businesses under common
         control, or an affiliated service group, as described in Sections
         414(b), (c), and (m), respectively, of the Code, and the regulations
         issued thereunder, and any other entity required to be aggregated with
         the Company pursuant to regulations issued under section 414(o) of the
         Code.

                                       2

<PAGE>

II-13.   SUSPENSE ACCOUNT means an account to which excess annual additions have
         been allocated pursuant to 26 CFR Section 1.415-6(b)(6).


            ARTICLE III - MANAGEMENT AND CONTROL OF TRUST FUND ASSETS
            ---------------------------------------------------------

III-1.   THE TRUST FUND. The Trust Fund at any date means all property of every
         --------------
         kind then held by the Trustee. The Trustee may manage, administer and
         invest all contributions made by the several Employers under the Plan
         as one Trust Fund. If, for any reason, it becomes necessary to
         determine the portion of the Trust Fund allocable to employees and
         former employees of any Employer as of any date, the Trustee shall
         specify such date as an Accounting Date, and after all adjustments
         required under the Plan as of that Accounting Date have been made, the
         portion of the Trust Fund attributable to such employees and former
         employees shall be determined and shall consist of an amount equal to
         the aggregate of the account balances of employees and former employees
         of that Employer plus an amount equal to any contributions made by that
         Employer since the close of the immediately preceding Plan Year.

III-2.   GENERAL POWERS. Subject to the provisions of paragraphs III-4 and III-5
         --------------
         and Article IV, with respect to the Trust Fund, the Trustee shall have
         the following powers, rights and duties in addition to those provided
         elsewhere in the Trust Agreement, the Plan or by law:

         (a)      to receive and to hold all contributions paid to it under the
                  Plan; provided, however, that the Trustee shall have no duty
                  to require any contributions to be made to it, or to determine
                  that the contributions received by it comply with the
                  provisions of the Plan or with any resolution of the Board of
                  Directors of any Employer providing therefor;

         (b)      to retain in cash (pending investment, reinvestment or the
                  payment of dividends) such reasonable amount as may be
                  required for the proper administration of the Trust and to
                  invest such cash as provided in paragraph IV-1;

         (c)      to make payments from the Trust Fund to such persons, in such
                  manner, at such times and in such amounts as the Committee
                  shall direct without inquiring as to whether a payee is
                  entitled to the payment, or as to whether a payment is proper,
                  and without liability for a payment made in good faith without
                  actual notice or knowledge of the changed condition or status
                  of the payee;

         (d)      as directed by the Committee, to borrow from any lender
                  (including the Company or any Employer) to finance the
                  acquisition of Company Stock, giving its note as Trustee with
                  such reasonable interest and security (which shall only
                  consist of Company Stock to the extent that proceeds of the
                  loan are used to purchase Company Stock or to finance a prior
                  Acquisition Loan) for the loan as may be appropriate or
                  necessary, provided that such borrowing shall comply with the
                  applicable provisions of the Plan;

                                       3

<PAGE>

         (e)      as directed by the Board of Directors of the Company, to vote
                  any stocks (including Company Stock as provided in Section 12
                  of the Plan), bonds or other securities held in the Trust, or
                  otherwise consent to or request any action on the part of the
                  issuer in person or by proxy;

         (f)      as directed by the Committee, to deposit securities in any
                  voting trust, or with any protective or like committee, or
                  with a trustee or with depositories designated thereby;

         (g)      as directed by the Committee, to contract or otherwise enter
                  into transactions between themselves, as Trustee, and the
                  Company or any Employer or any Company shareholder, for the
                  purpose of acquiring or selling Company Stock and, absent any
                  direction by the Committee, shall retain such Company Stock;

         (h)      as directed by the Committee, to compromise, contest,
                  arbitrate, settle or abandon claims and demands;

         (i)      as directed by the Committee, to begin, maintain or defend any
                  litigation necessary in connection with the investment,
                  reinvestment and administration of the Trust;

         (j)      to retain any funds or property subject to any dispute without
                  liability for the payment of interest, or to decline to make
                  payment or delivery thereof until final adjudication is made
                  by a court of competent jurisdiction;

         (k)      to report to the Committee and the Employers as of the last
                  day of each Plan Year, as of any Accounting Date (or as soon
                  thereafter as practicable), or at such other times as may be
                  required under the Plan, the then Net Equity of the Trust
                  Fund;

         (l)      to furnish to the Committee and the Employers an annual
                  written account and accounts for such other periods as may be
                  required under the Plan, showing the Net Equity of the Trust
                  Fund at the end of the period, all investments, receipts,
                  disbursements and other transactions made by the Trustee
                  during the accounting period, and such other information as
                  the Trustee may possess which the Committee or the employers
                  require in order to comply with Section 103 of the ERISA. All
                  accounts of the Trustee shall be kept on an accrual basis. If,
                  during the term of this Trust Agreement, the Department of
                  Labor issues regulations under ERISA regarding the valuation
                  of securities or other assets for purposes of the reports
                  required by ERISA, the Trustee shall use such valuation
                  methods for purposes of the accounts described by this
                  paragraph. All valuations of shares of Company Stock, which
                  are not publicly traded on a national securities market or
                  exchange, shall be made by an "Independent Appraiser" (as
                  described in section 401(a)(28) of the Code);

         (m)      to pay any estate, inheritance, income or other tax, charge or
                  assessment attributable to any benefit which, as directed by
                  the Committee, it shall or may be

                                       4

<PAGE>

                  required to pay out of such benefit; and to require before
                  making any payment such release or other document from any
                  taxing authority and such indemnity from the intended payee as
                  the Trustee shall deem necessary for its protection;

         (n)      to employ agents, attorneys, actuaries, accountants,
                  investment managers or other persons (who also may be employed
                  by or may represent any Employer) for such purposes as the
                  Trustee considers desirable;

         (o)      to assume, until advised to the contrary, that the Trust
                  evidenced by this Trust Agreement is qualified under section
                  401(a) of the Code and is entitled to tax exemption under
                  section 501(a) thereof;

         (p)      to have the authority to invest and reinvest the assets of the
                  Trust Fund in real or personal property of any kind, except
                  that assets attributable to Employer contributions shall, at
                  such time or times as directed by the Committee, primarily be
                  invested in Company Stock;

         (q)      to invest any portion of the Trust Fund in one or more common,
                  commingled, or collective investment trusts which provide for
                  the pooling of assets of plans described in section 401(a) of
                  the Code and exempt from tax under section 501(a) of the Code,
                  including any such trust maintained by the Trustee; and

         (r)      to perform any and all acts in its judgment necessary or
                  appropriate for the proper and advantageous management,
                  investment and distribution of the Trust Fund.


III-3.   COMPENSATION AND EXPENSES. The Trustee shall be entitled to reasonable
         -------------------------
         compensation for its services, as agreed to between the Company and the
         Trustee from time to time in writing. The Trustee is authorized to pay
         from the Trust Fund such fees and all of the Trustee's expenses, taxes
         and charges (including fees of persons employed by them in accordance
         with subparagraph III-2(n)) incurred in connection with the collection,
         administration, management, investment, protection, and distribution of
         the Trust Fund to the extent that they are not paid directly by the
         Employers.

III-4.   EXERCISE OF TRUSTEE'S DUTIES. The Trustee shall discharge its duties
         ----------------------------
         hereunder solely in the interest of the Plan Participants and other
         persons entitled to benefits under the Plan, and:

         (a)      for the exclusive purpose of:

                  (i)   providing benefits to Participants and other persons
                        entitled to benefits under the Plan; and

                  (ii)  defraying reasonable expenses of administering the Plan;

         (b)      with the care, skill, prudence, and diligence under the
                  circumstances then prevailing that a prudent person acting in
                  a like capacity and familiar with such

                                       5

<PAGE>

                  matters would use in the conduct of an enterprise of a like
                  character and with like aims; and

         (c)      in accordance with the documents and instruments governing the
                  Plan insofar as such documents and instruments are consistent
                  with the provisions of ERISA.

III-5.   PLAN ADMINISTRATION. Except as provided in paragraph III-6 below, the
         -------------------
         Plan shall be administered by a Committee appointed by the Board of
         Directors of the Company (the "Administrative Committee"). The
         Secretary of the Company shall from time to time, certify the names of
         the members of the Administrative Committee.


         ARTICLE IV - PROVISIONS RELATED TO INVESTMENT IN COMPANY STOCK
         --------------------------------------------------------------

IV-1.    INVESTMENT OF CASH. If an Employer's contribution made pursuant to the
         ------------------
         provisions of Section 4 of the Plan for any Plan year is in cash, such
         cash shall be used first to make any scheduled or accelerated
         amortization payment on an Acquisition Loan and, if any amounts remain
         thereafter, to purchase Company Stock at such time as the Trustee is
         directed by the Committee. Subject to the provisions of paragraph III-2
         and Section 8.7 of the Plan, any cash dividends received by the Trustee
         on Company Stock held in the Trust Fund shall be applied, at such time
         as the Committee directs after the receipt of such cash dividends, to
         the purchase of additional shares of Company Stock. The Trustee is
         authorized to purchase Company Stock with the assets contained in the
         Participants' Cash Accounts. The Trustee is further authorized to
         purchase Company Stock from the Company or from any shareholder, and
         such stock may be outstanding, newly issued or treasury stock. All such
         purchases must be at a price not in excess of fair market value, as
         determined by an Independent Appraiser where such stock is not publicly
         traded. Pending investment of cash in Company Stock, such cash may be
         invested in savings accounts, certificates of deposit, high-grade short
         term securities, common or preferred stocks, bonds, funds described in
         subparagraph III-2(q), or other investments, or may be held in cash.

IV-2.    STOCK DIVIDENDS, SPLITS AND OTHER CAPITAL REORGANIZATIONS. Any Company
         ---------------------------------------------------------
         Stock received by the Trustee as a stock split or dividend or as a
         result of a reorganization or other recapitalization of the Company
         shall be allocated as of each Accounting Date under the Plan in
         proportion to the Company Stock to which it is attributable.

IV-3.    VOTING OF SHARES AND TENDER OF EXCHANGE OFFERS. Company Stock held in
         ----------------------------------------------
         the Trust Fund shall be voted in the manner set forth in Section 12 of
         the Plan.

IV-4.    LIQUIDITY REQUIREMENTS. If the distribution of a Participant's Account
         ----------------------
         is to be made in cash or the Trustee expect to incur substantial Trust
         expenses which will not be paid directly by the Employers, and the
         Trustee determines that the Trust Fund

                                       6

<PAGE>

         has insufficient cash to make anticipated distributions or pay Trust
         expenses, the Trustee may generate the necessary liquidity pursuant to
         one or more of the following arrangements, as the Committee shall
         determine:

         (a)      The Trustee may put Company Stock to the Company on an
                  Accounting Date in an amount sufficient to provide an amount
                  of cash estimated in good faith by the Committee to be
                  sufficient to make anticipated distributions from the Trust
                  for payment of benefits or expenses until the next succeeding
                  Accounting Date.

         (b)      If permitted under applicable law, rulings and regulations,
                  and not a prohibited transaction under section 4975(c) of the
                  Code or Section 406 or 407 of ERISA (or a prohibited
                  transaction exemption) the Trustee, in their discretion, may
                  put Company Stock to the Company on a date other than an
                  Accounting Date, and shall be paid therefor the fair market
                  value of such Company Stock determined as of the next
                  preceding Accounting Date.

         (c)      If permitted under applicable law, rulings , or regulations,
                  and is not a prohibited transaction under section 4975(c) of
                  the Code or Section 406 or 407 of ERISA (or a prohibited
                  transaction exemption), the Committee, at the request of the
                  Trustee, may cause the Employers to advance to the Trustee the
                  amounts needed to make distributions of benefits or payment of
                  expenses. Such amounts shall be reimbursed by the Trustee to
                  the Employers, with such interest as may be permitted under
                  ERISA, as of the next succeeding Accounting Date exercising
                  its put option to the extent appropriate to make such
                  reimbursement.

         (d)      The Committee, in its discretion, may direct the Trustee to
                  cause a special valuation of the Company Stock to be made by
                  an Independent Appraiser as of the date of the put option to
                  the Company, or it may cause benefits to be distributed based
                  on the value of a Participant's Accounts as of the Accounting
                  Date next succeeding the later of the Participant's
                  Termination Date or the date for which the payment is
                  requested.

         (e)      The Committee, in its discretion, may direct the Trustee to
                  defer the commencement of distributions for the purpose of
                  benefit payments until not later than one year after the close
                  of the plan year: (a) in which the Participant separates from
                  service by reason of the attainment of normal retirement age
                  under the Plan, disability or death; or (b) which is the fifth
                  plan year following the plan year in which the Participant
                  separates from service.

         (f)      The Trustee may exercise a put option to the Company and cause
                  the fair market value of such Company Stock to be paid by the
                  Company pursuant to any other arrangement agreed upon by the
                  Trustee and the Committee to the extent permitted by
                  applicable law, rulings and regulations.

                            ARTICLE V - MISCELLANEOUS
                            -------------------------

                                       7

<PAGE>

V-1.     DISAGREEMENT AS TO ACTS. If there is a disagreement between the Trustee
         -----------------------
         and anyone as to any act or transaction reported in any accounting, the
         Trustee shall have the right to have its account settled by a court of
         competent jurisdiction.

V-2.     PERSONS DEALING WITH TRUSTEE. No person dealing with the Trustee shall
         ----------------------------
         be required to see to the application of any money paid or property
         delivered to the Trustee, or to determine whether or not the Trustee is
         acting pursuant to any authority granted to it under this Trust
         Agreement or the Plan.

V-3.     BENEFITS MAY NOT BE ASSIGNED OR ALIENATED. The interests under the Plan
         -----------------------------------------
         and this Trust Agreement of Participants and other persons entitled to
         benefits under the Plan are not subject to the claims of their
         creditors and may not be voluntarily or involuntarily assigned,
         alienated , or encumbered, except to the extent provided in Section
         11.8 of the Plan.

V-4.     INDEMNIFICATION OF TRUSTEE. To the extent permitted by applicable law,
         --------------------------
         the Trustee shall be indemnified by the Company against any and all
         liabilities, settlements, judgments, losses, costs, and expenses
         (including reasonable legal fees and expenses) of whatever kind and
         nature which may be imposed on, incurred by or asserted against the
         Trustee by reason of the performance or nonperformance of a Trustee's
         function if such action did not constitute gross negligence or willful
         misconduct. Furthermore, the Company agrees to indemnify the Trustee
         against any liability imposed as a result of a claim asserted by any
         person or persons under Federal or state law where the Trustee acts in
         good faith. The foregoing right of indemnification shall be in addition
         to other rights of the Trustee by law or by reason of insurance
         coverage of any kind. The Company may, at its own expense, and as
         allowed by law, settle any claim asserted or proceeding brought against
         the Trustee when such settlement appears to be in the best interests of
         the Company. If the Company obtains fiduciary liability insurance to
         protect the Trustee, the provisions of this paragraph V-4 shall be
         applicable only to the extent that such insurance coverage is
         insufficient.

V-5.     EVIDENCE. Evidence required of anyone under this Trust agreement may be
         --------
         by certificate, affidavit, document or other instrument which the
         person acting in reliance thereon considered pertinent and reliable,
         and signed, made or presented by the proper party.


V-6.     WAIVER OF NOTICE. Any notice required under this Trust Agreement may be
         ----------------
         waived in writing by the person entitled thereto.


V-7.     COUNTERPARTS. This Trust Agreement may be executed in any number of
         ------------
         counterparts, each of which shall be deemed an original and no other
         counterparts need be produced.

V-8.     GOVERNING LAWS. This Trust Agreement shall be construed and
         --------------
         administered according to the laws of the State of Georgia to the
         extent that such laws are not preempted by the laws of the United
         States of America.


                                       8

<PAGE>

V-9.     SUCCESSORS, ETC. This Trust Agreement shall be binding on the
         ---------------
         Employers, the Trustee and their successors and on all persons entitled
         to benefits under the Plan and their respective heirs and legal
         representatives.

V-10.    SUCCESSORS TO EMPLOYERS. If provision is made for a successor to any
         -----------------------
         Employer or a purchaser of all or substantially all of any Employer's
         assets to continue the Plan, such successor or purchaser shall be
         substituted for that Employer under this Trust Agreement.

V-11.    ACTION BY EMPLOYERS. Any action required or permitted to be taken by an
         -------------------
         Employer under this Trust Agreement shall be by resolution of its Board
         of Directors or by a person or persons authorized by resolution of its
         Board of Directors.

                                       9

<PAGE>

                     ARTICLE VI - NO REVERSION TO EMPLOYERS
                     --------------------------------------

         No part of the corpus or income of the Trust Fund shall revert to any
Employer or be used for, or diverted to, purposes other than for the exclusive
benefit of Participants and other persons entitled to benefits under the Plan,
except as provided below:

         (a)      Employer contributions under the Plan for the first Plan Year
                  are conditioned on the initial qualification of the Plan under
                  section 401(a) of the Code for that Plan Year, and, if the
                  Plan does not so qualify, the Trustee shall, upon written
                  request of an Employer, return to that Employer the amount of
                  any contribution made by that Employer under the Plan for such
                  year, reduced by the amount of any losses thereon, increased
                  by the amount of any increment thereon, within one year after
                  the date that qualification is denied, but only if an
                  application for qualification is submitted within the time
                  prescribed by law;

         (b)      if a contribution or any portion thereof is made by an
                  Employer under a mistake of fact, the Trustee shall, upon
                  written request of an Employer, return the contribution or
                  such portion, reduced by the amount of any losses thereon, to
                  that Employer within one year after the date of payment to the
                  Trustee;

         (c)      the contributions of each Employer under the Plan are
                  conditioned upon the deductibility thereof under section 404
                  of the Internal Revenue Code, and, to the extent any such
                  deduction is disallowed, the Trustee shall, upon written
                  request of that Employer, return the amount of the
                  contribution, (to the extent disallowed), reduced by the
                  amount of any losses thereon, to that Employer within one year
                  after the date the deduction is disallowed;

         (d)      if, upon termination of the Plan with respect to any Employer,
                  any amounts are held in a Suspense Account which are
                  attributable to the contributions of such Employer, and such
                  amounts may not be credited to the Accounts of Participants,
                  such amounts will be returned to that Employer as soon as
                  practicable after the termination of the Plan with respect to
                  that Employer.

                         ARTICLE VII - CHANGE OF TRUSTEE
                         -------------------------------

VII-1.   RESIGNATION. The Trustee may resign at any time by giving thirty (30)
         -----------
         days advance written notice to the Company.

VII-2.   APPROVAL OF THE TRUSTEE. The Company may, at its discretion, remove a
         -----------------------
         Trustee by giving thirty (30) days advance written notice to the
         Trustee, subject to providing the removed Trustee with satisfactory
         written evidence of the appointment of a successor Trustee and the
         successor Trustee's acceptance of the trusteeship.

                                       10

<PAGE>

VII-3.   DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR TRUSTEE. If the
         ---------------------------------------------------------------
         Trustee resigns or is removed, it shall promptly transfer and deliver
         the assets of the Trust Fund to the successor Trustee, after reserving
         such reasonable amount as it shall deem necessary to provide for
         expenses and any sums chargeable against the Trust Fund for which it
         may be liable. Within 120 days, the resigned or removed Trustee shall
         furnish to the Company and the successor Trustee an account of its
         administration of the Trust from the date of its last account. Each
         successor Trustee shall succeed to the title of the Trust Fund vested
         in his predecessor without the signing or filing of any further
         instrument, but any resigning or removed Trustee shall execute all
         documents and do all acts necessary to vest such title or record in any
         successor Trustee. Each successor shall have all the powers, rights and
         duties conferred by this Trust agreement as if originally named
         Trustee. No successor Trustee shall be personally liable for any act or
         failure to act of a predecessor Trustee.

VII-4.   FILLING TRUSTEE VACANCY. The Company may fill a vacancy in the office
         -----------------------
         of Trustee as soon as practicable by writing filed with the person or
         entity appointed to fill the vacancy and with the other Employers.


                       ARTICLE VIII - ADDITIONAL EMPLOYERS
                       -----------------------------------

         Any Related Company may become a party to this Trust Agreement by
filing with the Company and the Trustee a certified copy of a resolution of its
Board of Directors to that effect and a certified copy of a resolution of the
Board of Directors of the Company consenting to such action.

                     ARTICLE IX - AMENDMENT AND TERMINATION
                     --------------------------------------

IX-1.    AMENDMENT. Subject to the provisions of Article VI, the Company
         ---------
         reserves the right to amend the Trust Agreement at any time, except
         that no amendment shall substantially change the rights, duties and
         liabilities of the Trustee under this Trust Agreement without its
         consent.

IX-2.    TERMINATION. If the Plan, as applied to all of the Employers, is
         -----------
         terminated, all of the provisions of the Trust evidenced by this Trust
         Agreement nevertheless shall continue in effect until the entire Trust
         Fund has been distributed by the Trustee in accordance with the
         provisions of the Plan. If the Plan, as applied to any Employer, is
         terminated, all of the provisions of the Trust evidenced by this Trust
         Agreement, as applied to that Employer, nevertheless shall continue in
         effect until the portion of the Trust Fund attributable to employees
         and former employees of that Employer has been distributed in its
         entirety by the Trustee in accordance with the provisions of the Plan.

         IN WITNESS WHEREOF, the Company and the Trustees have caused this
Agreement to be signed and attested all as of the day and year first above
written.

                                       11

<PAGE>

                                    UNITY HOLDINGS, INC.


ATTEST:                             By:______________________________________

__________________                  As its:__________________________________
Secretary

                                    TRUSTEES:

                                    __________________________________________
                                    Jerry W. Braden

                                    __________________________________________
                                    Donald D. George

                                    __________________________________________
                                    John S. Lewis

                                    __________________________________________
                                    Michael L. McPherson

                                    __________________________________________
                                    Stephen A. Taylor

                                    __________________________________________
                                    B. Don Temples

                                       12