EXHIBIT 10.2

































FIRST PACTRUST BANCORP, INC. 





401(K) EMPLOYEE STOCK OWNERSHIP PLAN















































Effective as of January 1, 1997
















FIRST PACTRUST BANCORP, INC.







401(K) EMPLOYEE STOCK OWNERSHIP PLAN





TABLE OF CONTENTS





	PREAMBLE 	1 
	ARTICLE I 	DEFINITION OF TERMS AND CONSTRUCTION 	3 
	 	1.1 	Definitions 	3 
	 	 	(a) 	"Account" 	3 
	 	 	(b) 	"Act" 	3 
	 	 	(c) 	"Administrator" 	3 
	 	 	(d) 	"Annual Additions" 	3 
	 	 	(e) 	"Authorized Leave of Absence" 	3 
	 	 	(f) 	"Beneficiary" 	3 
	 	 	(g) 	"Board of Directors" 	3 
	 	 	(h) 	"Break" 	4 
	 	 	(i) 	"Code" 	4 
	 	 	(j) 	"Compensation" 	4 
	 	 	(k) 	"Date of Hire" 	4 
	 	 	(l) 	"Disability" 	4 
	 	 	(m) 	"Disability Retirement Date" 	4 
	 	 	(n) 	"Early Retirement Date" 	4 
	 	 	(o) 	"Effective Date" 	4 
	 	 	(p) 	"Eligibility Period" 	4 
	 	 	(q) 	"Employee" 	4 
	 	 	(r) 	"Employee Stock Ownership Account" 	4 
	 	 	(s) 	"Employee Stock Ownership Contribution" 	4 
	 	 	(t) 	"Employee Stock Ownership Suspense Account" 	5 
	 	 	(u) 	"Employer" 	5 
	 	 	(v) 	"Employer Securities" 	5 
	 	 	(w) 	"Entry Date" 	5 
	 	 	(x) 	"Exempt Loan" 	5 
	 	 	(y) 	"Exempt Loan Suspense Account" 	5 
	 	 	(z) 	"Financed Shares" 	5 
	 	 	(aa) 	"Former Participant" 	5 
	 	 	(bb) 	"401(k) Agreement" 	5 
	 	 	(cc) 	"401(k) Contribution" 	6 
	 	 	(dd) 	"401(k) Contributions Account" 	6 
	 	 	(ee) 	"Fund" 	6 
	 	 	(ff) 	"Highly Compensated Employee" 	6 
	 	 	(gg) 	"Hour of Service" 	6 
	 	 	(hh) 	"Investment Adjustments" 	6 
	 	 	(ii) 	"Limitation Year" 	6 
	 	 	(jj) 	"Matching Contribution" 	6 
	 	 	(kk) 	"Matching Contribution Account" 	6 
	 	 	(ll) 	"Normal Retirement Date" 	7 









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	 	 	(mm) 	"Participant" 	7 
	 	 	(nn) 	"Participating Employer" 	7 
	 	 	(oo) 	"Plan" 	7 
	 	 	(pp) 	"Plan Year" 	7 
	 	 	(qq) 	"Predecessor Plan" 	7 
	 	 	(rr) 	"Profit Sharing Account" 	7 
	 	 	(ss) 	"Profit Sharing Contribution" 	7 
	 	 	(tt) 	"Qualified Domestic Relations Order" 	7 
	 	 	(uu) 	"Qualified Nonelective Contribution" 	7 
	 	 	(vv) 	"Related Employer" 	7 
	 	 	(ww) 	"Retirement" 	8 
	 	 	(xx) 	"Rollover Account" 	8 
	 	 	(yy) 	"Rollover Contribution" 	8 
	 	 	(zz) 	"Service" 	8 
	 	 	(aaa) 	"Sponsor" 	8 
	 	 	(bbb) 	"Trust Agreement" 	8 
	 	 	(ccc) 	"Trustee" 	8 
	 	 	(ddd) 	"Valuation Date" 	8 
	 	 	(eee) 	"Year of Eligibility Service" 	8 
	 	 	 	 	 
	 	1.2 	Plurals and Gender 	8 
	 	 	 	 	 
	 	1.3 	Incorporation of Trust Agreement 	8 
	 	 	 	 	 
	 	1.4 	Headings 	8 
	 	 	 	 	 
	 	1.5 	Severability 	9 
	 	 	 	 	 
	 	1.6 	References to Governmental Regulations 	9 
	 	 	 	 	 
	 	1.7 	Notices 	9 
	 	 	 	 	 
	 	1.8 	Evidence 	9 
	 	 	 	 	 
	 	1.9 	Action by Employer 	9 
	 	 	 	 	 
	ARTICLE II 	PARTICIPATION 	10 
	 	 	 	 	 
	 	2.1 	Commencement of Participation 	10 
	 	 	 	 	 
	 	2.2 	Termination of Participation 	10 
	 	 	 	 	 
	 	2.3 	Resumption of Participation 	10 
	 	 	 	 	 
	 	2.4 	Determination of Eligibility 	10 
	 	 	 	 	 
	 	2.5 	Restricted Participation 	11 









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	ARTICLE III 	CREDITED SERVICE 	12 
	 	 	 	 	 
	 	3.1 	Service Counted for Eligibility Purposes 	12 
	 	 	 	 	 
	 	3.2 	Service Credit During Authorized Leaves 	12 
	 	 	 	 	 
	 	3.3 	Service Credit During Maternity or Paternity Leave 	12 
	 	 	 	 	 
	 	3.4 	Ineligible Employees 	12 
	 	 	 	 	 
	ARTICLE IV 	CONTRIBUTIONS 	13 
	 	 	 	 	 
	 	4.1 	401(k) Contributions 	13 
	 	 	 	 	 
	 	4.2 	Form and Manner of Elections 	13 
	 	 	 	 	 
	 	4.3 	Matching Contributions 	14 
	 	 	 	 	 
	 	4.4 	Profit Sharing Contribution 	14 
	 	 	 	 	 
	 	4.5 	Employee Stock Ownership Contribution 	14 
	 	 	 	 	 
	 	4.6 	Time and Manner of Employee Stock Ownership Contribution 	14 
	 	 	 	 	 
	 	4.7 	Qualified Nonelective Contributions 	15 
	 	 	 	 	 
	 	4.8 	Rollover Contributions 	15 
	 	 	 	 	 
	 	4.9 	Records of Contributions 	16 
	 	 	 	 	 
	 	4.10 	Certain Limits Apply 	16 
	 	 	 	 	 
	 	4.11 	Erroneous Contributions 	22 
	 	 	 	 	 
	ARTICLE V 	ACCOUNTS, ALLOCATIONS AND INVESTMENTS 	23 
	 	 	 	 	 
	 	5.1 	Establishment of Separate Participant Accounts 	23 
	 	 	 	 	 
	 	5.2 	Establishment of Suspense Accounts 	31 
	 	 	 	 	 
	 	5.3 	Allocation of Earnings, Losses and Expenses 	24 
	 	 	 	 	 
	 	5.4 	Allocation of Forfeitures 	24 
	 	 	 	 	 
	 	5.5 	Allocation of Contributions 	24 











iii















	 	5.6 	Limitation on Annual Additions 	25 
	 	 	 	 	 
	 	5.7 	Erroneous Allocations 	27 
	 	 	 	 	 
	 	5.8 	Value of Participant's Account 	27 
	 	 	 	 	 
	 	5.9 	Investment of Account Balances 	28 
	 	 	 	 	 
	 	5.10 	Loans to Participants 	28 
	 	 	 	 	 
	ARTICLE VI 	RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY 	31 
	 	 	 	 	 
	 	6.1 	Normal Retirement 	31 
	 	 	 	 	 
	 	6.2 	Early Retirement 	31 
	 	 	 	 	 
	 	6.3 	Disability Retirement 	31 
	 	 	 	 	 
	 	6.4 	Death Benefits 	31 
	 	 	 	 	 
	 	6.5 	Designation of Beneficiary and Manner of Payment 	31 
	 	 	 	 	 
	ARTICLE VII 	VESTING AND FORFEITURES 	33 
	 	 	 	 	 
	ARTICLE VIII 	EMPLOYEE STOCK OWNERSHIP PROVISIONS 	34 
	 	 	 	 	 
	 	8.1 	Right to Demand Employer Securities 	34 
	 	 	 	 	 
	 	8.2 	Voting Rights 	34 
	 	 	 	 	 
	 	8.3 	Nondiscrimination in Employee Stock Ownership Contribution 	34 
	 	 	 	 	 
	 	8.4 	Dividends 	34 
	 	 	 	 	 
	 	8.5 	Exempt Loans 	35 
	 	 	 	 	 
	 	8.6 	Exempt Loan Payments 	36 
	 	 	 	 	 
	 	8.7 	Put Option 	37 
	 	 	 	 	 
	 	8.8 	Diversification Requirements 	37 
	 	 	 	 	 
	 	8.9 	Independent Appraiser 	38 
	 	 	 	 	 
	 	8.10 	Nonterminable Rights 	38 









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	ARTICLE IX 	PAYMENTS AND DISTRIBUTIONS 	39 
	 	 	 	 	 
	 	9.1 	Payments on Termination of Service - In General 	39 
	 	 	 	 	 
	 	9.2 	Commencement of Payments 	39 
	 	 	 	 	 
	 	9.3 	Mandatory Commencement of Benefits 	39 
	 	 	 	 	 
	 	9.4 	Required Beginning Dates 	41 
	 	 	 	 	 
	 	9.5 	Form of Payment 	42 
	 	 	 	 	 
	 	9.6 	Payments Upon Termination of Plan 	42 
	 	 	 	 	 
	 	9.7 	Distributions Pursuant to Qualified Domestic Relations Orders 	42 
	 	 	 	 	 
	 	9.8 	Cash-Out Distributions 	43 
	 	 	 	 	 
	 	9.9 	ESOP Distribution Rules 	43 
	 	 	 	 	 
	 	9.10 	Withdrawals on Account of Financial Hardship 	43 
	 	 	 	 	 
	 	9.11 	Direct Rollover 	44 
	 	 	 	 	 
	 	9.12 	Limitations on Distributions from 401(k) Contributions Account 	45 
	 	 	 	 	 
	 	9.13 	Waiver of 30-day Notice 	45 
	 	 	 	 	 
	 	9.14 	Re-employed Veterans 	46 
	 	 	 	 	 
	 	9.15 	Share Legend 	46 
	 	 	 	 	 
	ARTICLE X 	PROVISIONS RELATING TO TOP-HEAVY PLANS 	47 
	 	 	 	 	 
	 	10.1 	Top-Heavy Rules to Control 	47 
	 	 	 	 	 
	 	10.2 	Top-Heavy Plan Definitions 	47 
	 	 	 	 	 
	 	10.3 	Calculation of Accrued Benefits 	48 
	 	 	 	 	 
	 	10.4 	Determination of Top-Heavy Status 	49 
	 	 	 	 	 
	 	10.5 	Determination of Super Top-Heavy Status 	49 
	 	 	 	 	 
	 	10.6 	Minimum Contribution 	50 
	 	 	 	 	 
	 	10.7 	Vesting 	51 









v















	 	10.8 	Maximum Benefit Limitation 	51 
	 	 	 	 	 
	ARTICLE XI 	ADMINISTRATION 	52 
	 	 	 	 	 
	 	11.1 	Appointment of Administrator 	52 
	 	 	 	 	 
	 	11.2 	Resignation or Removal of Administrator 	52 
	 	 	 	 	 
	 	11.3 	Appointment of Successors:  Terms of Office, Etc. 	52 
	 	 	 	 	 
	 	11.4 	Powers and Duties of Administrator 	52 
	 	 	 	 	 
	 	11.5 	Action by Administrator 	53 
	 	 	 	 	 
	 	11.6 	Participation by Administrator 	53 
	 	 	 	 	 
	 	11.7 	Agents 	53 
	 	 	 	 	 
	 	11.8 	Allocation of Duties 	54 
	 	 	 	 	 
	 	11.9 	Delegation of Duties 	54 
	 	 	 	 	 
	 	11.10 	Administrator's Action Conclusive 	54 
	 	 	 	 	 
	 	11.11 	Compensation and Expenses of Administrator 	54 
	 	 	 	 	 
	 	11.12 	Records and Reports 	54 
	 	 	 	 	 
	 	11.13 	Reports of Fund Open to Participants 	54 
	 	 	 	 	 
	 	11.14 	Named Fiduciary 	54 
	 	 	 	 	 
	 	11.15 	Information from Employer 	55 
	 	 	 	 	 
	 	11.16 	Reservation of Rights by Employer 	55 
	 	 	 	 	 
	 	11.17 	Liability and Indemnification 	55 
	 	 	 	 	 
	 	11.18 	Service as Trustee and Administrator 	55 
	 	 	 	 	 
	ARTICLE XII 	CLAIMS PROCEDURE 	56 
	 	 	 	 	 
	 	12.1 	Notice of Denial 	56 
	 	 	 	 	 
	 	12.2 	Right to Reconsideration 	56 
	 	 	 	 	 
	 	12.3 	Review of Documents 	56 









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	 	12.4 	Decision by Administrator 	56 
	 	 	 	 	 
	 	12.5 	Notice by Administrator 	56 
	 	 	 	 	 
	ARTICLE XIII 	AMENDMENTS, TERMINATION AND MERGER 	57 
	 	 	 	 	 
	 	13.1 	Amendments 	57 
	 	 	 	 	 
	 	13.2 	Consolidation, Merger or Other Transactions of Employer 	57 
	 	 	 	 	 
	 	13.3 	Consolidation or Merger of Trust 	58 
	 	 	 	 	 
	 	13.4 	Bankruptcy or Insolvency of Employer 	59 
	 	 	 	 	 
	 	13.5 	Voluntary Termination 	59 
	 	 	 	 	 
	 	13.6 	Partial Termination of Plan or Permanent Discontinuance of Contributions 	59 
	 	 	 	 	 
	ARTICLE XIV 	MISCELLANEOUS 	60 
	 	 	 	 	 
	 	14.1 	No Diversion of Funds 	60 
	 	 	 	 	 
	 	14.2 	Liability Limited 	60 
	 	 	 	 	 
	 	14.3 	Facility of Payment 	60 
	 	 	 	 	 
	 	14.4 	Spendthrift Clause 	60 
	 	 	 	 	 
	 	14.5 	Benefits Limited to Fund 	60 
	 	 	 	 	 
	 	14.6 	Cooperation of Parties 	61 
	 	 	 	 	 
	 	14.7 	Payments Due Missing Persons 	61 
	 	 	 	 	 
	 	14.8 	Governing Law 	61 
	 	 	 	 	 
	 	14.9 	Nonguarantee of Employment 	61 
	 	 	 	 	 
	 	14.10 	Counsel 	61 











vii















FIRST PACTRUST BANCORP, INC.



401(K) EMPLOYEE STOCK OWNERSHIP PLAN





PREAMBLE





          Effective as of January 1, 1997, Pacific
Trust Federal Credit Union, the predecessor of First PacTrust Bancorp., Inc. a Maryland corporation (the
"Sponsor"), adopted the Pacific Trust 401(k) Incentive Savings Plan (the "Predecessor Plan") in order to provide a
profit sharing plan with a cash-or-deferred feature for its employees who qualify for participation in such Plan, by
accumulating funds contributed by the Sponsor and participating Related Employers, and by Employees pursuant to
salary reduction agreements, to provide retirement, death, Disability and termination benefits for such Employees,
as well as to provide benefits to insure against financial hardship for any active Participant.  The Predecessor Plan
was amended from time to time.  




          The Plan has been further amended and
restated as provided for in this document, effective as of January 1, 1997, except where otherwise provided herein.
The amended and restated Plan includes changes the necessary to bring the Plan into compliance with recent
legislation, the so-called "GUST" amendments, to simplify the Plan regarding distribution options under the Plan,
and to make technical and clarifying changes.   This Plan also is amended to reflect certain provisions of the
Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). The EGTRRA amendments are
intended as good faith compliance with the requirements of EGTRRA and are to be construed in accordance with
EGTRRA and guidance issued thereunder. Except as otherwise provided, the applicable EGTRRA amendments
shall be effective as of January 1, 2002.   Finally, the Plan has been amended to include an employee stock
ownership plan, effective as of January 1, 2002. 




          The employee stock ownership portion of
this Plan is a stock bonus plan designed to meet the applicable requirements of Section 409 of the Code and of an
employee stock ownership plan, as defined in Section 4975(e)(7) of the Code and Section 407(d)(6) of the Act.  The
employee stock ownership portion of this Plan is intended to invest primarily in "qualifying employer securities" as
defined in Section 4975(e)(8) of the Code.  The remaining portion of the Plan is intended to be a profit sharing plan,
for purposes of Section 401(a)(27) of the Code.  The Sponsor intends that the entire Plan and its related trust will
qualify under Sections 401(a) and 501(a) of the Code and will comply with the provisions of the Act. 












- 1 -















          The rights of any person (including such
person's beneficiaries) who terminated employment or who retired on or before any effective date, or the effective
date of a particular amendment, shall be determined solely under the terms of this Plan as in effect on the date of his
termination of employment or retirement, unless such person is thereafter reemployed and again becomes a
participant. 










































- 2 -















ARTICLE I



DEFINITION OF TERMS AND CONSTRUCTION





1.1                    Definitions.




          Unless a different meaning is plainly
implied by the context, the following terms as used in this Plan shall have the following meanings:




          (a)          "Account" shall mean a Participant's or Former Participant's entire accrued
benefit under the Plan, including the balance credited to his 401(k) Contributions Account, Matching Contribution
Account, Employee Stock Ownership Account and any other account described in Section 5.1.




          (b)          "Act" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor statute, together with the applicable regulations promulgated
thereunder.




          (c)          "Administrator" shall mean the fiduciary provided for in Article XI.




          (d)          "Annual Additions" shall mean, with respect to each Participant, the sum of
those amounts allocated to the Participant's Account under this Plan and accounts under any other qualified defined
contribution plan to which the Employer or a Related Employer contributes for any Limitation Year, consisting of
the following:




                    (1)  Employer contributions;




                    (2)  Forfeitures (if any); and




                    (3)  Employee contributions (if any).




          Annual Additions shall not include any
Rollover Contribution or Investment Adjustment.  In addition, Annual Additions shall not include any Employer
contributions which are used by the Trustee to pay interest on an Exempt Loan nor any forfeitures of Employer
Securities purchased with the proceeds of an Exempt Loan, provided that not more than one-third of the Employee
Stock Ownership Contributions for a Plan Year are allocated to Participants who are Highly Compensated
Employees.




          (e)          "Authorized Leave of Absence" shall mean an absence from Service with respect
to which the Employee may or may not be entitled to Compensation and which meets any one of the following
requirements:




                    (1)  Service in any of the armed forces of the United States for up to 36 months,
provided that the Employee resumes Service within 90 days after discharge, or such longer period of time during
which such Employee's employment rights are protected by law; or




                    (2)  Any other absence or leave expressly approved and granted by the Employer
which does not exceed 24 months, provided that the Employee resumes Service at or before the end of such
approved leave period.  In approving such leaves of absence, the Employer shall treat all Employees on a uniform
and nondiscriminatory basis.




          (f)          "Beneficiary" shall mean such legal or natural persons, who may be designated
contingently or successively, as may be designated by the Participant pursuant to Section 6.5 to receive benefits
after the death of the Participant, or in the absence of a valid designation, such persons specified in Section 6.5(b) to
receive benefits after the death of the Participant.




          (g)          "Board of Directors" shall mean the Board of Directors of the Sponsor.






- 3 -















          (h)          "Break" shall mean a Plan Year during which an Employee fails to complete
more than 500 Hours of Service.




          (i)          "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time, or any successor statute, together with the applicable regulations promulgated thereunder.




                    (j)          "Compensation" shall mean the amount of remuneration paid to an Employee by the Employer for services rendered to the
Employer during a Plan Year, after the date on which the Employee becomes a Participant, including base salary ,
bonuses, overtime pay, commissions, and elective deferrals to a cash or deferred arrangement described in Code
Section 401(k), and any amount contributed on a pre-tax salary reduction basis to a plan described in Section 125 or
132(f)(4) of the Code, but excluding amounts paid by the Employer or accrued with respect to this Plan or any other
qualified or non-qualified unfunded plan of deferred compensation or other employee welfare plan to which the
Employer contributes, payments for group insurance, medical benefits, reimbursement for expenses, and other
forms of extraordinary pay, and excluding amounts accrued for a prior Plan Year.  Notwithstanding anything herein
to the contrary, the annual Compensation of each Participant taken into account under the Plan for any purpose
during any Plan Year shall not exceed $160,000.  The annual Compensation of each Participant taken into account
in determining allocations for any Plan Year beginning after December 31, 2001, shall not exceed $200,000.  The
$160,000 and $200,000 dollar amounts shall be adjusted from time to time in accordance with Section 415(d) of the
Code.     




          (k)          "Date of Hire" shall mean the date on which an Employee shall perform his first
Hour of Service.  Notwithstanding the foregoing, in the event that an Employee incurs one or more consecutive
Breaks after his initial Date of Hire which results in the forfeiture of his pre-Break Service pursuant to Section 3.3,
his "Date of Hire" shall thereafter be the date on which he completes his first Hour of Service after such Break or
Breaks.




          (l)          "Disability" shall mean a physical or mental impairment which prevents a
Participant from performing the duties assigned to him by the Employer and which either has caused the Social
Security Administration to classify the individual as "disabled" for purposes of Social Security or has been
determined by a qualified physician selected by the Administrator.


                    


          (m)          "Disability Retirement Date" shall mean the first day of the month after which a
Participant incurs a Disability.




          (n)          "Early Retirement Date" shall mean the first day of the month coincident with or
next following the later of the date on which a Participant attains age 55 and completes 5 Years of Service.




          (o)          "Effective Date" shall mean January 1, 1997.  The effective date of the employee
stock ownership portion of the Plan is January 1, 2002.




          (p)          "Eligibility Period" shall mean the period of 12 consecutive months commencing
on an Employee's Date of Hire.  Succeeding Eligibility Periods after the initial Eligibility Period shall be based on
Plan Years, the first of which shall include the first anniversary of an Employee's Date of Hire.




          (q)          "Employee" shall mean any person who is classified as an employee by the
Employer or a Related Employer, including officers, but excluding directors in their capacity as such.
          


          


          (r)          "Employee Stock Ownership Account" shall mean the separate bookkeeping
account established for each Participant pursuant to Section 5.1(d).




          (s)          "Employee Stock Ownership Contribution" shall mean the cash, Employer
Securities, or both that are contributed to the Plan by the Employer pursuant to Section 4.5.








- 4 -















          (t)          "Employee Stock Ownership Suspense Account" shall mean the temporary
account in which the Trustee may maintain any Employee Stock Ownership Contribution that is made prior to the
last day of the Plan Year for which it is made, as described in Section 5.2.




          (u)          "Employer" shall mean First PacTrust Bancorp, Inc., a Maryland corporation and
its subsidiary, Pacific Trust Bank, or any successor thereto by merger, consolidation or otherwise, which may agree
to continue this Plan, or any affiliated or subsidiary corporation or business organization of any Employer which,
with the consent of the Employer, shall agree to become a party to this Plan. To the extent required by the Code or
the Act, references herein to the Employer shall also include all Related Employers, whether or not they are
participating in this Plan.




          (v)          "Employer Securities" shall mean the common stock issued by First PacTrust
Bancorp, Inc., a Maryland corporation.  Such term shall also mean, in the discretion of the Board of Directors, any
other common stock issued by the Employer or any Related Employer having voting power and dividend rights
equal to or in excess of:




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




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




Non-callable preferred stock shall be treated as Employer Securities if such stock is convertible at any time into
stock which meets the requirements of (1) and (2) next above and if such conversion is at a conversion price which
(as of the date of the acquisition by the Plan) is reasonable.  For purposes of the last preceding sentence, preferred
stock shall be treated as non-callable if, after the call, there will be a reasonable opportunity for a conversion which
meets the requirements of the last preceding sentence.




          (w)          "Entry Date" shall mean the first day of each month;  provided, however, that for
purposes of being able to share in Employee Stock Ownership Contributions, the Entry Date shall be each January 1
and July 1.




          (x)          "Exempt Loan" shall mean a loan described at Section 4975(d)(3) of the Code to
the Trustee to purchase Employer Securities for the Plan, made or guaranteed by a disqualified person, as defined at
Section 4975(e)(2) of the Code, including, but not limited to, a direct loan of cash, a purchase money transaction, an
assumption of an obligation of the Trustee, an unsecured guarantee or the use of assets of such disqualified person
as collateral for such a loan.  




          (y)          "Exempt Loan Suspense Account" shall mean the account to which Financed
Shares are initially credited until they are released in accordance with Section 8.5.




          (z)          "Financed Shares" shall mean the Employer Securities acquired by the Trustee
with the proceeds of an Exempt Loan and which are credited to the Exempt Loan Suspense Account until they are
released in accordance with Section 8.5.




          (aa)          "Former Participant" shall mean any previous Participant whose participation has
terminated but who has an Account in the Plan which has not been distributed in full.




          (bb)          "401(k) Agreement" shall mean an agreement between the Employer and an
eligible Employee whereby such Employee authorizes the Employer to reduce his Compensation by a specified
percentage or amount for deposit to the Fund on behalf of such Employee.






- 5 -















          (cc)          "401(k) Contribution" shall mean the contribution made by the Employer to a
Participant's 401(k) Contributions Account in accordance with a 401(k) Agreement, as further set forth in Sections
4.1 and 4.2.




          (dd)          "401(k) Contributions Account" shall mean the separate bookkeeping account
maintained for a Participant for whom a 401(k) Contribution has been
made.                    




          (ee)          "Fund" shall mean the trust fund maintained by the Trustee pursuant to the Trust
Agreement in order to provide for the payment of the benefits specified in the Plan.




          (ff)          "Highly Compensated Employee" shall mean each individual employed by the
Employer or a Related Employer who (i) during such Plan Year or the preceding Plan Year, is a "5% owner" within
the meaning of Code Section 414(q), or (ii) during the preceding Plan Year received Compensation in excess of
$80,000 (as adjusted under Code Section 414(q)) and was in the "top paid group," as defined therein, for such Plan
Year.          


          


          (gg)          "Hour of Service" shall mean each hour for which an Employee is directly or
indirectly paid or entitled to payment by the Employer or a Related Employer for the performance of duties or for
reasons other than the performance of duties (such as vacation time, holidays, sickness, disability, paid lay-offs, jury
duty and similar periods of paid nonworking time).  To the extent not otherwise included, Hours of Service shall
also include each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by
the Employer or a Related Employer.  Hours of working time shall be credited on the basis of actual hours worked,
even though compensated at a premium rate for overtime or other reasons.  In computing and crediting Hours of
Service for an Employee under this Plan, the rules set forth in Sections 2530.200b-2(b) and (c) of the Department of
Labor Regulations shall apply, said sections being herein incorporated by reference.  Hours of Service shall be
credited to the Plan Year or other relevant period during which the services were performed or the nonworking time
occurred, regardless of the time when compensation therefor may be paid.  Any Employee for whom no hourly
employment records are kept by the Employer or a Related Employer shall be credited with 45 Hours of Service for
each calendar week in which he would have been credited with a least one Hour or Service under the foregoing
provisions, if hourly records were available.  For absences commencing on or after that date, solely for purposes of
determining whether a Break has occurred in an Eligibility Period or a Plan Year, an individual who is absent from
work for maternity or paternity reasons shall receive credit for the Hours of Service which would otherwise have
been credited to such individual but for such absence, or in any case in which such hours cannot be determined, 8
Hours of Service per day of such absence.  For purposes of this Section 1.1(dd), an absence from work for
maternity or paternity reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason of
the birth of a child of the individual, (3) by reason of the placement of a child with the individual in connection with
the adoption of such child by such individual, or (4) for purposes of caring for such child for a period beginning
immediately following such birth or placement.  The Hours of Service credited under this provision shall be credited
(1) in the computation period in which the absence begins if the crediting is necessary to prevent a Break in that
period, or (2) in all other cases, in the following computation period.




          (hh)          "Investment Adjustments" shall mean the increases and/or decreases in the
value of a Participant's Account attributable to earnings, gains, losses and expenses of the Fund, as set forth in
Section 5.3.




          (ii)          "Limitation Year" shall mean the Plan Year.




          (jj)          "Matching Contribution" shall mean a contribution made by the Employer that it
designates as a Matching Contribution, and which is allocated to a Participant's Matching Contribution Account as a
percentage of the 401(k) Contribution that is made on behalf of such Participant, all in accordance with Section 4.3.




          (kk)          "Matching Contribution Account" shall mean the separate bookkeeping
account maintained for a Participant for whom a Matching Contribution has been made. 






- 6 -















          (ll)          "Normal Retirement Date" shall mean the date on which a Participant attains age
65 or the fifth anniversary of the date he commenced participation in the Plan.




          (mm)          "Participant" shall mean an Employee who has met all of the eligibility
requirements of the Plan and who is currently included in the Plan as provided in Article II hereof; provided,
however, that the term "Participant" shall not include (1) leased employees (as defined herein, (2) any Employee
who is regularly employed outside the Employer's own offices in connection with the operation and maintenance of
buildings or other properties acquired through foreclosure or deed, (3) any individual who is employed by a Related
Employer that has not adopted the Plan in accordance with Section 1.1(u) hereof, (4) any Employee who is a non-resident alien individual and who has no earned income from sources within the United States, or (5) any Employee
who is included in a unit of Employees covered by a collective-bargaining agreement with the Employer or a
Related Employer that does not expressly provide for participation of such Employees in the Plan, where there has
been good-faith bargaining between the Employer or a Related Employer and Employees' representatives on the
subject of retirement benefits.  To the extent required by the Code or the Act, or appropriate based on the context,
references herein to Participant shall include Former Participant.  The term "leased employee" means any person
(other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person
("leasing organization") has performed services for the recipient (or for the recipient and related persons determined
in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and
such services are performed under primary direction or control by the recipient.




          (nn)          "Participating Employer" shall mean the Sponsor and each other Related
Employer that adopts the Plan with the consent of the Sponsor, as set forth on Schedule A from time to time.




          (oo)          "Plan" shall mean the First PacTrust Bancorp, Inc. 401(k) Employee Stock
Ownership Plan, as described herein or as hereafter amended from time to time.




          (pp)          "Plan Year" shall mean any 12 consecutive month period commencing on each
January 1 and ending on the next following December 31. 




          (qq)          "Predecessor Plan" shall mean the Pacific Trust Bank 401(k) Incentive Plan, as
amended and as in effect on January 1, 1997, as amended from time to time.




          (rr)          "Profit Sharing Account" shall mean the separate bookkeeping account
maintained for a Participant for whom a Profit Sharing Contribution has been made.




          (ss)          "Profit Sharing Contribution" shall mean a contribution made in the discretion of
the Employer that it designates as a Profit Sharing Contribution, and which is allocated to a Participant's Profit
Sharing Account in accordance with Sections 4.4 and 5.5(a).
          




          (tt)          "Qualified Domestic Relations Order" shall mean any judgment, decree or order
that satisfies the requirements to be a "qualified domestic relations order," as defined in Section 414(p) of the Code.




          (uu)          "Qualified Nonelective Contribution" shall mean a contribution made in the
discretion of the Employer which is designated by the Employer as a Qualified Nonelective Contribution in
accordance with Section 4.7.




          (vv)          "Related Employer" shall mean any entity that is:




                    (1) a member of a controlled group of corporations that includes the Employer,
while it is a member of such controlled group (within the meaning of Section 414(b) of the Code);




                    (2) a member of a group of trades or businesses under common control with the
Employer, while it is under common control (within the meaning of Section 414(c) of the Code);






- 7 -















                    (3) a member of an affiliated service group that includes the Employer, while it is a
member of such affiliated service group (within the meaning of Section 414(m) of the Code); or




                    (4) a leasing or other organization that is required to be aggregated with the
Employer pursuant to the provisions of Section 414(n) or 414(o) of the Code.




          (ww)          "Retirement" shall mean termination of employment which qualifies as early,
normal or Disability retirement as described in Article VI.




          (xx)          "Rollover Account" shall mean the separate bookkeeping account maintained
for a Participant who has made a Rollover Contribution in accordance with Section 5.1(e).


  


          (yy)          "Rollover Contribution" shall mean an eligible rollover distribution made on
behalf of a Participant from a eligible retirement plan (as those terms are defined in Section 9.10) to this Plan.





          (zz)          "Service" shall mean, for purposes of eligibility to participate,  employment with
the Employer or any Related Employer, and for purposes of allocation of the Employee Stock Ownership
Contribution, employment with the Employer.




          (aaa)          "Sponsor" shall mean First PacTrust Bancorp, a Maryland corporation.




          (bbb)          "Trust Agreement" shall mean the agreement by and between the Sponsor and
the Trustee, as in effect from time to time.




          (ccc)          "Trustee" shall mean the trustee or trustees by whom the assets of the Plan are
held, as provided in the Trust Agreement, or his or their successors.




          (ddd)          "Valuation Date" shall mean the last day of each Plan Year.  The Trustee may
make additional valuations, at the direction of the Administrator.  Whenever such date falls on a Saturday, Sunday
or holiday, the preceding business day shall be the Valuation Date.




          (eee)          "Year of Eligibility Service" shall mean an Eligibility Period during which an
Employee is credited with at least 1,000 Hours of Service, except as otherwise specified in Article III.




1.2          Plurals and Gender.




          Where appearing in the Plan and the Trust
Agreement, the masculine gender shall include the feminine and neuter genders, and the singular shall include the
plural, and vice versa, unless the context clearly indicates a different meaning.




1.3          Incorporation of Trust Agreement.




          The Trust Agreement, as the same may be
amended from time to time, is intended to be and hereby is incorporated by reference into this Plan.  All
contributions made under the Plan will be held, managed and controlled by the Trustee pursuant to the terms and
conditions of the Trust Agreement.




1.4          Headings.




          The headings and sub-headings in this
Plan are inserted for the convenience of reference only and are to be ignored in any construction of the provisions
hereof.








- 8 -















1.5          Severability.




          In case any provision of this Plan shall be
held illegal or void, such illegality or invalidity shall not affect the remaining provisions of this Plan, but shall be
fully severable, and the Plan shall be construed and enforced as if said illegal or invalid provisions had never been
inserted herein.




1.6          References to Governmental
Regulations.




          References in this Plan to regulations
issued by the Internal Revenue Service, the Department of Labor, or other governmental agencies shall include all
regulations, rulings, procedures, releases and other position statements issued by any such agency.




1.7          Notices.




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




1.8          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.




1.9          Action by Employer.




          Any action required or permitted to be
taken by any entity constituting the Employer under the Plan shall be by resolution of its board of directors or by a
person or persons authorized by its board of directors.








- 9 -















ARTICLE II





PARTICIPATION





2.1          Commencement of Participation.




          (a)          Any Employee who is otherwise eligible to become a Participant shall initially
become a Participant on the Entry Date coincident with or next following the later of the following dates, provided
he is employed by the Employer on that Entry Date: 




                    (1)  The date on which he completes a Year of Eligibility Service; and




                    (2) The date on which he attains age 21 (age 19, effective January 1, 2000).




          (b)          Any Employee who had satisfied the requirements set forth in Section 2.1(a)
during the 12 consecutive month period prior to the Effective Date shall become a Participant on the Effective Date,
provided he is still employed by the Employer on the Effective Date.




2.2          Termination of Participation.




          After commencement or resumption of his
participation, an Employee shall remain a Participant during each consecutive Plan Year thereafter until the earliest
of the following dates:




          (a)          His actual Retirement date;




          (b)          His date of death; or




          (c)          The last day of a Plan Year during which he incurs a Break.




2.3          Resumption of Participation.




          (a)          Any Participant whose employment terminates and who resumes Service before
he incurs a Break shall resume participation immediately on the date he is reemployed.




          (b)          Except as otherwise provided in Section 2.3(c), any Participant who incurs one
or more Breaks and resumes Service shall resume participation retroactively as of the first day of the first Plan Year
in which he completes a Year of Eligibility Service after such Break(s).




          (c)          Any Participant who incurs one or more Breaks and resumes Service, but whose
pre-Break Service is not reinstated to his credit pursuant to Section 3.3, shall be treated as a new Employee and shall
again be required to satisfy the eligibility requirements contained in Section 2.1(a) before resuming participation on
the appropriate Entry Date, as specified in Section 2.1(a).




2.4          Determination of Eligibility.




          The Administrator shall determine the
eligibility of Employees in accordance with the provisions of this Article II.  For each Plan Year, the Employer shall
furnish the Administrator a list of all Employees, indicating their Date of Hire, their Hours of Service during their
Eligibility Period, their date of birth, the original date of their reemployment with the Employer, if any, and any
Breaks they may have incurred.










- 10 -















2.5          Restricted Participation




          Subject to the terms and conditions of the
Plan, during the period between the Participant's date of termination of participation in the Plan (as described in
Section 2.2) and the distribution of his entire Account (as described in Article IX), and during any period that a
Participant does not meet the requirements of Section 2.1(a) or is employed by a Related Employer that is not
participating in the Plan, the Participant or, in the event of the Participant's death, the Beneficiary of the Participant,
will be considered and treated as a Participant for all purposes of the Plan, except as follows:




                    (a)          the
Participant will not share in contributions under this Plan; and 




                    (b)          the
Beneficiary of a deceased Participant cannot designate a Beneficiary under Section 6.5.






























- 11 -















ARTICLE III





CREDITED SERVICE





3.1          Service Counted for Eligibility
Purposes.  




          All Years of Eligibility Service completed
by an Employee shall be counted in determining his eligibility to become a Participant on and after the Effective
Date, whether or not such Service was completed before or after the Effective Date.




3.2          Service Credit During Authorized
Leaves.




          An Employee shall receive no Service
credit under Section 3.1 during any Authorized Leave of Absence.  However, solely for the purpose of determining
whether he has incurred a Break during any Plan Year in which he is absent from Service for one or more
Authorized Leaves of Absence, he shall be credited with 45 Hours of Service for each week during any such leave
period.  Notwithstanding the foregoing, if an Employee fails to return to Service on or before the end of a leave
period, he shall be deemed to have terminated Service as of the first day of such leave period and his credit for
Hours of Service, determined under this Section 3.2, shall be revoked.  Notwithstanding anything contained herein
to the contrary, an Employee who is absent by reason of military service as set forth in Section 1.1(e)(1) shall be
given Service credit under this Plan for such military leave period to the extent, and for all purposes, required by
Code Section 414(u).




3.3          Service Credit During Maternity or
Paternity Leave.




          For purposes of determining whether a
Break has occurred for participation purposes, an individual who is on maternity or paternity leave as described in
Section 1.1(gg), shall be deemed to have completed Hours of Service during such period of absence, all in
accordance with Section 1.1(gg).  Notwithstanding the foregoing, no credit shall be given for such Hours of Service
unless the individual furnishes to the Administrator such timely information as the Administrator may reasonably
require to determine:




          (a) that the absence from Service was
attributable to one of the maternity or paternity reasons enumerated in Section 1.1(gg); and




          (b) the number of days of such absence.




In no event, however, shall any credit be given for such leave other than for determining whether a Break has
occurred.




3.4          Ineligible Employees.




          Notwithstanding any provisions of this
Plan to the contrary, any Employee who is ineligible to participate in this Plan either because of his failure




          (a)          To meet the eligibility requirements contained in Article II; or




          (b)          To be a Participant, as defined in Section 1.1(mm),




shall, nevertheless, earn Years of Eligibility Service pursuant to the rules contained in this Article III.  However,
such Employee shall not be entitled to an allocation of any contributions hereunder unless and until he becomes a
Participant in this Plan, and then, only during his period of participation.








- 12 -















ARTICLE IV





CONTRIBUTIONS





4.1          401(k) Contributions.




          (a)          Each Participant may enter into a 401(k) Agreement with his or her Participating
Employer specifying that a whole percentage or amount (not exceeding 15% or its equivalent for Plan Years
commencing prior to January 1, 2002, and 50% or its equivalent for Plan Years commencing on or after January 1,
2002) of Compensation will be contributed to the Fund as a 401(k) Contribution.  By agreeing to a 401(k)
Contribution, the Participant agrees to a reduction in Compensation by the percentage or amount designated, and the
Participating Employer agrees in consideration of such reduction to contribute an equivalent amount to the Fund.




          (b)          All Participants who are eligible to make 401(k) Contributions and who have
attained age 50 before the close of the Plan Year shall be eligible to make "Catch-Up 401(k) Contributions"  in
accordance with, and subject to the limitations of, section 414(v) of the Code.  Catch-Up Contributions shall not be
taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections
402(g) and 415 of the Code.  The Plan shall not be treated as failing to satisfy the provisions of the Plan
implementing the requirements of sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as
applicable, by reason of the making of such Catch-Up Contributions. 




4.2          Form and Manner of Elections.




          (a)          Each 401(k) Agreement shall be in the form prescribed or approved by the
Administrator and may be entered into on any Entry Date.  A Participant's 401(k) Agreement may be changed or
revoked by the Participant, with such prior notice as the Administrator may prescribe, as of the first day of any
calendar quarter.  A 401(k) Agreement shall be effective with respect to Compensation payable on and after such
day (or the first day of any later month as may be specified on such form).




          (b)          If a Participant terminates his 401(k) Agreement, such Participant shall not be
permitted to enter into another 401(k) Agreement until the next following calendar quarter.  A Participant may
change his designated percentage or amount of 401(k) Contributions only once in any calendar quarter.  The
Employer may also amend or terminate said 401(k) Agreement on written notice to the Participant in order to satisfy
any of the nondiscrimination tests described in Section 4.10 or as part of a uniform and nondiscriminatory policy of
terminating 401(k) Agreements of all Participants or of similarly situated Participants.




          (c)          If a Participant has not authorized the Employer to withhold at the maximum rate
and desires to increase the total withheld for a Plan Year, such Participant may authorize the Employer to withhold a
supplemental amount up to 100% of his Compensation for one or more pay periods.  A Participant may accelerate
the rate of his withholding by submitting a written request to the Employer or Administrator prior to the
commencement of the Plan Year in which such acceleration shall be effective.  In no event may the sum of the
amounts withheld under the 401(k) Agreement exceed the maximum percentage of a Participant's Compensation for
a Plan Year that may deferred under Section 4.1. In addition, in no event may the sum of a Participant's 401(k)
Contributions exceed the Code Section 402(g) limits, as specified in Section 4.10(b). 




          (d)          In addition to the foregoing, a Participant's pre-tax contributions shall cease upon
the Participant's termination of service as an Employee.








- 13 -















4.3.          Matching Contributions.




          For each Plan Year, the Sponsor, in its
discretion, may determine whether a Matching Contribution shall be made to the Fund for a Plan Year, and if so, the
amount or percentage of the Matching Contributions to be contributed.  If the Sponsor determines that a Matching
Contribution is to be made, each Participating Employer shall contribute its designated portion.  The Matching
Contribution shall be made on account of each Participant who has had his Compensation reduced during the Plan
Year pursuant to a 401(k) Agreement equal to the amount or percentage determined by the Sponsor.  Only 401(k)
Contributions up to four percent (4%) of a Participant's Compensation for the Plan Year shall be taken into account.




4.4.          Profit Sharing Contribution.




          The Sponsor, in its discretion, may
determine whether a Profit Sharing Contribution shall be made to the Fund for a Plan Year, and if so, the amount to
be contributed by each Participating Employer (which amount may vary among Participating Employers).  If the
Sponsor determines that a Profit Sharing Contribution is to be made, each Participating Employer shall contribute its
designated portion.  The Profit Sharing Contribution shall be allocated among Participants' Profit Sharing Accounts
in accordance with Section 5.5(b).




4.5          Employee Stock Ownership
Contribution.




          (a)          Subject to all of the provisions of this Article IV, for each Plan Year
commencing on or after the Effective Date, the Employer shall make an Employee Stock Ownership Contribution to
the Fund in such amount as may be determined by resolution of the Board of Directors in its discretion; provided,
however, that the Employer shall contribute an amount in cash not less than the amount required to enable the
Trustee to discharge any indebtedness incurred with respect to an Exempt Loan in accordance with Section 8.6(c).
If any part of the Employee Stock Ownership Contribution under this Section 4.5 for any Plan Year is in cash in an
amount exceeding the amount needed to pay the amount due during or prior to such Plan Year with respect to an
Exempt Loan, such cash shall be applied by the Trustee, as directed by the Administrator in its sole discretion,
either to the purchase of Employer Securities or to repay an Exempt Loan.  Contributions hereunder shall be in the
form of cash, Employer Securities or any combination thereof.  In determining the value of Employer Securities
transferred to the Fund as an Employee Stock Ownership Contribution, the Administrator may determine the
average of closing prices of such securities for a period of up to 90 consecutive days immediately preceding the date
on which the securities are contributed to the Fund.  In the event that the Employer Securities are not readily
tradable on an established securities market, the value of the Employer Securities transferred to the Fund shall be
determined by an independent appraiser in accordance with Section 8.9.




          (b)          In no event shall the Employee Stock Ownership Contribution exceed for any
Plan Year the maximum amount that may be deducted by the Employer under Section 404 of the Code.  Each
Employee Stock Ownership Contribution by the Employer shall be deemed to be made on the express condition that
the Plan, as then in effect, shall be qualified under Sections 401(a) and 501(a) of the Code and that the amount of
such contribution shall be deductible from the Employer's income under Section 404 of the Code.




4.6          Time and Manner of Employee Stock
Ownership Contribution.




          (a)          The Matching Contribution, Profit Sharing Contribution, and Employee Stock
Ownership Contributions (if any) for each Plan Year shall be paid to the Trustee in one lump sum or installments at
any time on or before the expiration of the time prescribed by law (including any extensions) for filing of the
Employer's federal income tax return for its fiscal year ending concurrent with or during such Plan Year.  The
401(k) Contributions shall be contributed to the Plan no later when required in regulations under the Act.  Any
portion of the Employee Stock Ownership Contribution for each Plan Year that may be made prior to the last day of
the Plan Year shall, if there is an Exempt Loan outstanding at such time, at the election of the Administrator, either
(i) be applied immediately to make payments on such Exempt Loan of (ii) be maintained by the Trustee in the
Employee Stock Ownership Suspense Account described in Section 5.2 until the last day of such Plan Year.






- 14 -















          (b)          If an Employee Stock Ownership Contribution for a Plan Year is paid after the
close of the Employer's fiscal year which ends concurrent with or during such Plan Year but on or prior to the due
date (including any extensions) for filing of the Employer's federal income tax return for such fiscal year, it shall be
considered, for allocation purposes, as an Employee Stock Ownership Contribution to the Fund for the Plan Year
for which it was computed and accrued, unless such contribution is accompanied by a statement to the Trustee,
signed by the Employer, which specifies that the Employee Stock Ownership Contribution is made with respect to
the Plan Year in which it is received by the Trustee.  Any Employee Stock Ownership Contribution paid by the
Employer during any Plan Year but after the due date (including any extensions) for filing of its federal income tax
return for the fiscal year of the Employer ending on or before the last day of the preceding Plan Year shall be
treated, for allocation purposes, as an Employee Stock Ownership Contribution to the Fund for the Plan Year in
which the contribution is paid to the Trustee.




          (c)          Notwithstanding anything contained herein to the contrary, no contribution shall
be made for any Plan Year during which a limitations account created pursuant to Section 5.6(c)(2) is in existence
until the balance of such limitations account has been reallocated in accordance with Section 5.6(c)(2).




4.7          Qualified Nonelective Contributions. 




          To the extent necessary to satisfy the
Section 401(k)(3) limits with respect to 401(k) Contributions or the Section 401(m) limits with respect to Matching
Contributions, the Sponsor, in its discretion, may determine whether a Qualified Nonelective Contribution shall be
made to the Fund for a Plan Year and, if so, the amount to be contributed by each Participating Employer (which
amount may vary among Participating Employers).  If the Sponsor determines that a Qualified Nonelective
Contribution shall be made, each Participating Employer shall contribute its designated portion.  Such Qualified
Nonelective Contributions, if any, may, as the Sponsor determines, be made either on behalf of all Employees who
have met the eligibility requirements contained in Section 2.1 (regardless of whether such Employees have entered
into 401(k) Agreements with the Employer) or on behalf of only those Employees who have met the eligibility
requirements contained in Section 2.1 (regardless of whether such Employees have entered into 401(k) Agreements
with the Employer) and who are not Highly Compensated Employees.  Any optional contributions made pursuant to
this Section 4.7 may be allocated to those Employees entitled thereto in the same ratio as each such Employee's
Compensation for such Plan Year bears to the total Compensation of all such Employees for the Plan Year, or on a
per capita basis, as determined by the Board of Directors.  Qualified Nonelective Contributions shall be fully vested
and subject to the same distribution rules as 401(k) Contributions as of the time such Qualified Nonelective
Contributions are made to the Plan.




4.8          Rollover Contributions.




          (a)          Notwithstanding the limitations contained in Section 5.6, the Trustee, with the
consent of the Administrator, may accept a Rollover Contribution to be held for the benefit of any Employee or
Participant, provided that, in the opinion of counsel for the Employer, the acceptance of the Rollover Contribution
will not jeopardize the exempt status of the Plan or its related trust or create adverse tax consequences to the
Employer.  Before accepting a Rollover Contribution, the Trustee may request from the Participant or the Employer
any documents which the Trustee, in its discretion, deems necessary to establish that the assets are suitable or
appropriate for a Rollover Contribution.  The Trustee shall maintain a separate, nonforfeitable Rollover Account in
the Fund for each Rollover Contribution accepted on behalf of a Participant and its share of the Investment
Adjustments thereafter.




          (b)          Upon his death, Retirement or other termination of Service, a Participant's
Rollover Account shall be combined with his other Accounts and distributed to him or his Beneficiary in the same
manner and under the same circumstances and contingencies which are set forth in the Plan for other distributions.
A Participant may also request a distribution of his Rollover Account at any time, in which case the Rollover
Account will be distributed in accordance with Article IX.








- 15 -















4.9          Records of Contributions.




          The Employer shall deliver at least
annually to the Trustee, with respect to all contributions made pursuant to this Article IV, a certificate of the
Administrator, in such form as the Trustee shall approve, setting forth:




          (a)          The aggregate amount of such contribution, if any, to the Fund for such Plan
Year;




          (b)          The names, Internal Revenue Service identifying numbers and current residential
addresses of all Participants in the Plan;




          (c)          The amount and category of contributions to be allocated to each such
Participant; and




          (d)          Any other information reasonably required for the proper operation of the Plan.




4.10          Certain Limits Apply. 




          All contributions to the Plan are subject to
the applicable limits set forth under Code Section 415, as provided in Section 5.6.  In addition, certain designated
contributions to the Plan are subject to the following limitations:




          (a)          Code Section 404 Limits.




          The sum of the contributions made by
each Participating Employer under the Plan for any Plan Year shall not exceed the maximum amount deductible
under the applicable provisions of the Code.  All contributions under the Plan made by a Participating Employer are
expressly conditioned on their deductibility under Code Section 404 for the taxable year when paid (or treated as
paid under Code Section 404(a)(6)).




          (b)          Code Section 402(g) Limits.




                    (1)          In
general.  The maximum amount of 401(k) Contributions made on behalf of any Participant for any calendar year,
when added to the amount of elective deferrals under all other plans, contracts and arrangements of the Employer or
a Related Employer with respect to the Participant for the calendar year), shall in no event exceed the maximum
applicable limit in effect for the calendar year under Code Section 401(a)(30).  For purposes of the Plan, an
individual's elective deferrals for a taxable year are the sum of the following:




                              (i)          Any elective contribution under a qualified cash
or deferred arrangement (as defined in Code Section 401(k)) to the extent not includible in the individual's gross
income for the taxable year on account of Code Section 402(a)(8) (before applying the limits of Code Section
402(g) or this section);




                              (ii)          Any employer contribution to a simplified
employee pension (as defined in Code Section 408(k)) to the extent not includible in the individual's gross income
for the taxable year on account of Code Section 408(k)(6) (before applying the limits of Code Section 402(g));




                              (iii)          Any employer contribution to a custodial account
or annuity contract under Code Section 403(b) under a salary reduction agreement (within the meaning of Code
Section 3121(a)(5)(D)), to the extent not includible in the individual's gross income for the taxable year on account
of Code Section 403(b) before applying the limits of Code Section 402(g);




                              (iv)          Any elective employee contribution to a simple
retirement account under a qualified salary reduction arrangement (as defined in Code Section 408(p)(2)(A)); and




                              (v)          Any employee contribution designated as
deductible under a trust described in Code Section 501(c)(19) (before applying the limits of Code Section 402(g)).








- 16 -















A Participant will be considered to have made "excess deferrals" for a taxable year to the extent that the
Participant's elective deferrals for the taxable year exceed the applicable limit described above for the year.




                    (2)          Distribution of excess deferrals.  In the event that an amount is included in a Participant's gross income for a taxable year as
a result of an excess deferral under Code Section 402(g), and the Participant notifies the Administrator on or before
the March 1 following the taxable year that all or a specified portion of a 401(k) Contribution made for his or her
benefit represents an excess deferral, the Administrator shall make every reasonable effort to cause such excess
deferral, adjusted for allocable income, to be distributed to the Participant no later than the April 15 following the
calendar year in which such excess deferral was made.  The income allocable to excess deferrals is equal to the
allocable gain or loss for the taxable year of the individual, but not the allocable gain or loss for the period between
the end of the taxable year and the date of distribution.  Income allocable to excess deferrals for the taxable year
shall be determined by multiplying the gain or loss attributable to the Participant's 401(k) Contributions Account for
the taxable year by a fraction, the numerator of which is the Participant's excess deferrals for the taxable year, and
the denominator of which is the sum of the Participant's 401(k) Contributions Account balance as of the beginning
of the taxable year plus the Participant's 401(k) Contribution for the taxable year.  No distribution of an excess
deferral shall be made during the taxable year of a Participant in which the excess deferral was made unless the
correcting distribution is made after the date on which the Plan received the excess deferral and both the Participant
and the Plan designate the distribution as a distribution of an excess deferral.  The amount of any excess deferrals
that may be distributed to a Participant for a taxable year shall be reduced by the amounts of 401(k) Contributions
that were excess contributions and were previously distributed to the Participant for the Plan Year beginning with or
within such taxable year.




                    (3)          Treatment of excess deferrals.  For other purposes of the Code, including Code Sections 401(a)(4), 401(k)(3), 404, 409,
411, 412, and 416, excess deferrals shall be treated as employer contributions even if they are distributed in
accordance with paragraph (2) above.  However, excess deferrals of a Participant who is not a Highly Compensated
Employee will not be taken into account for purposes of Code Section 401(k)(3) (the actual deferral percentage test)
to the extent the excess deferrals are prohibited under Code Section 401(a)(30).  Excess deferrals will also be
treated as employer contributions for purposes of Code Section 415 unless distributed under paragraph (2) above.




                    (4)          This
Section 4.10(b) shall not apply to Catch-Up Contributions described in Section 4.1(b). 




          (c)          Code Section 401(k)(3) Limits.




                    (1)          In
general.  401(k) Contributions made under the Plan are subject to the limits of Code Section 401(k)(3), as more
fully described below.  The Plan provisions relating to the Code Section 401(k)(3) limits are to be interpreted and
applied in accordance with Code Sections 401(k)(3) and 401(a)(4), which are hereby incorporated by reference, and
in such manner as to satisfy such other requirements relating to Code Section 401(k) as may be prescribed by the
Secretary of the Treasury from time to time.




                    (2)          Actual
deferral ratios.  For each Plan Year, the Administrator will determine the "actual deferral ratio" for each Participant
who is eligible for 401(k) Contributions.  The actual deferral ratio shall be the ratio, calculated to the nearest one-hundredth of one percent, of the 401(k) Contributions (plus any Qualified Nonelective Contributions treated as
401(k) Contributions) made on behalf of the Participant for the Plan Year to the Participant's Compensation for the
applicable period.  For purposes of determining a Participant's actual deferral ratio:




                              (i)          401(k) Contributions will be taken into account
only if both of the following requirements are satisfied:




                                        (A)          the 401(k) Contribution is allocated to the Participant's 401(k) Contributions Account as of
a date within the Plan Year, is not contingent upon participation in the Plan or performance of services on any date
subsequent to that date, and is actually paid to the Fund no later than the end of the 12-month period immediately
following the Plan Year to which the contribution relates; and




- 17 -















                                        (B)          the 401(k) Contribution relates to Compensation that either would have been received by
the Participant in the Plan Year but for the Participant's election to defer under the Plan or is attributable to services
performed in the Plan Year and, but for the Participant's election to defer, would have been received by the
Participant within 2 1/2 months after the close of the Plan Year.




To the extent 401(k) Contributions which meet the requirements of (A) and (B) above constitute excess deferrals
described in Section 4.10(b), they will be taken into account for each Highly Compensated Employee, but will not
be taken into account for any Participant who is not a Highly Compensated Employee.




                              (ii)          In the case of a Participant who is a Highly
Compensated Employee for the Plan Year and is eligible to have elective contributions (and qualified nonelective or
qualified matching contributions, to the extent treated as elective contributions) allocated to his or her accounts
under two or more cash or deferred arrangements described in Code Section 401(k) maintained by a Related
Employer, the Participant's actual deferral ratio shall be determined as if such elective contributions (as well as
qualified nonelective or qualified matching contributions) are made under a single arrangement, and if two or more
of the cash or deferred arrangements have different Plan Years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.




                              (iii)          The applicable period for determining
Compensation for each Participant for a Plan Year shall be the 12 consecutive month period ending on the last day
of such Plan Year; provided that, to the extent permitted under Regulations, the Administrator may choose, on a
uniform basis, to treat as the applicable period only that portion of the Plan Year during which the individual was a
Participant.




                              (iv)          Qualified Nonelective Contributions made on
behalf of Participants who are eligible to receive 401(k) Contributions shall be treated as 401(k) Contributions to
the extent permitted by Regs. Section 1.401(k)-1(b)(5).




                              (v)          In the event that the Plan satisfies the
requirements of Code Sections 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other plans with the
same Plan Year, or if one or more other plans with the same Plan Year satisfy such Code sections only if aggregated
with this Plan, then this section shall be applied by determining the actual deferral ratios as if all such plans were a
single plan.




                              (vi)          An Employee who would be a Participant but for
the failure to make 401(k) Contributions shall be treated as a Participant on whose behalf no 401(k) Contributions
are made.




                              (vii)          401(k) Contributions made on behalf of
Participants who are not Highly Compensated Employees which could be used to satisfy the Code Section 401(k)(3)
limits but are not necessary to be taken into account in order to satisfy such limits, may instead be taken into account
for purposes of the Code Section 401(m) limits to the extent permitted by Regs. Section 1.401(m)-1(b)(5).




                    (3)          Actual
deferral percentages.  The actual deferral ratios for all Highly Compensated Employees who are eligible for 401(k)
Contributions for a Plan Year shall be averaged to determine the actual deferral percentage for the highly
compensated group, and the actual deferral ratios for all Employees who are not Highly Compensated Employees
but are eligible for 401(k) Contributions for the Plan Year shall be averaged to determine the actual deferral
percentage for the nonhighly compensated group.  The actual deferral percentages must satisfy at least one of the
following tests:




                              (i)          the actual deferral percentage for the highly
compensated group does not exceed 125% of the actual deferral percentage for the nonhighly compensated group;
or




                              (ii)          the excess of the actual deferral percentage for
the highly compensated group over the actual deferral percentage for the nonhighly compensated group does not
exceed two percentage points, and the actual deferral percentage for the highly compensated group does not exceed
twice the actual deferral percentage of the nonhighly compensated group.




 - 18 -















          The tests in (i) and (ii) above shall be
applied using the actual deferral percentage for the highly compensated group and the nonhighly compensated group
for the current Plan Year.




                    (4)          Adjustments by Administrator.  If, prior to the time all 401(k) Contributions for a Plan Year have been contributed to the
Fund, the Administrator determines that 401(k) Contributions are being made at a rate which will cause the Code
Section 401(k)(3) limits to be exceeded for the Plan Year, the Administrator may, in its sole discretion, limit the
amount of 401(k) Contributions to be made with respect to one or more Highly Compensated Employees for the
balance of the Plan Year by suspending or reducing 401(k) Contribution elections to the extent the Administrator
deems appropriate.  Any 401(k) Contributions which would otherwise be made to the Fund shall instead be paid to
the affected Participant in cash.




                    (5)          Excess
contributions.  If the Code Section 401(k)(3) limits have not been met for a Plan Year after all contributions for the
Plan Year have been made, the Administrator will determine the amount of excess contributions with respect to
Participants who are Highly Compensated Employees.  To do so, the Administrator will perform the following
computation (which shall be used solely to determine the aggregate amount to be distributed under paragraph (6)
below and not the amount to be distributed to any individual): first, the actual deferral ratio of the Highly
Compensated Employee with the highest actual deferral ratio shall be reduced to the extent necessary to (i) enable
the Plan to satisfy the Code Section 401(k)(3) limits or (ii) cause such Employee's actual referral ratio to equal the
actual deferral ratio of the Highly Compensated Employee with the next highest actual deferral ratio, and then this
process will be repeated until the Plan satisfies the Code Section 401(k)(3) limits.




                    (6)          Distribution of excess contributions.  The aggregate amount of reductions determined under paragraph (5) above shall be
distributed, first, to the Highly Compensated Employees with the highest dollar amounts of 401(k) Contributions,
pro rata, in an amount equal to the lesser of (i) the total amount of excess contributions for the Plan Year determined
under paragraph (5) above or (ii) the amount necessary to cause the amount of such Employees' 401(k)
Contributions to equal the amount of the 401(k) Contributions of the Highly Compensated Employees with the next
highest dollar amount of 401(k) Contributions.  This process is repeated until the aggregate amount distributed
under this paragraph (6) equals the amount of excess contributions determined under paragraph (5) above.  Income
on excess contributions shall be distributed in accordance with applicable Regulations.




                    (7)          Special
rule.  For purposes of distributing excess contributions, the amount of excess contributions that may be distributed
with respect to a Highly Compensated Employee for a Plan Year shall be reduced by the amount of excess deferrals
previously distributed to the Highly Compensated Employee for his or her taxable year ending with or within such
Plan Year.




                    (8)          Recordkeeping requirement.  The Administrator, on behalf of the Participating Employers, shall maintain such records as
are necessary to demonstrate compliance with the Code Section 401(k)(3) limits including the extent to which
Qualified Nonelective Contributions are taken into account in determining the actual deferral ratios.




                    (9)          Effect
on Matching Contributions.  A Participant's 401(k) Contributions which are returned as a result of the Code Section
401(k)(3) limits for a Plan Year shall not be taken into account in determining the amount of Matching
Contributions to be made for the Participant's benefit for the Plan Year.  To the extent Matching Contributions have
already been made with respect to the 401(k) Contributions at the time the 401(k) Contributions are determined to
be excess contributions, such Matching Contributions shall be distributed to the Participant at the same time as the
401(k) Contributions are returned.




                    (10)          Excise
tax where failure to correct.  If the excess contributions are not corrected within 2 1/2 months after the close of the
Plan Year to which they relate, the Participating Employers will be liable for a 10% tax on the amount of excess
contributions attributable to them, to the extent provided by Code Section 4979.  Qualified Nonelective
Contributions properly taken into account under this section for the Plan Year may enable the Plan to avoid having
excess contributions, even if the contributions are made after the close of the 2 1/2 month period.




                    (11)          This
Section 4.10(c) shall not apply to Catch-Up Contributions described in Section 4.1(b). 






 - 19 -















          (d)          Code Section 401(m) Limits.




                    (1)          In
general.  Matching Contributions made under the Plan are subject to the limits of Code Section 401(m), as more
fully described below.  The Plan provisions relating to the Code Section 401(m) limits are to be interpreted and
applied in accordance with Code Section 401(m) and 401(a)(4), which are hereby incorporated by reference, and in
such manner as to satisfy such other requirements relating to Code Section 401(m) as may be prescribed by the
Secretary of the Treasury from time to time.




                    (2)          Actual
contribution ratios.  For each Plan Year, the Administrator will determine the "actual contribution ratio" for each
Participant who is eligible for Matching Contributions.  The actual contribution ratio shall be the ratio, calculated to
the nearest one-hundredth of one percent, of the sum of the Matching Contributions and Qualified Nonelective
Contributions which are not treated as 401(k) Contributions made on behalf of the Participant for the Plan Year, to
the Participant's Compensation for the applicable period.  For purposes of determining a Participant's actual
contribution ratio:




                              (i)          A Matching Contribution will be taken into
account only if the Contribution is allocated to a Participant's Account as of a date within the Plan Year, is actually
paid to the Fund no later than 12 months after the close of the Plan Year, and is made on behalf of a Participant on
account of the Participant's 401(k) Contributions for the Plan Year.




                              (ii)          In the case of a Participant who is a Highly
Compensated Employee for the Plan Year and is eligible to have matching contributions or employee contributions
(including amounts treated as matching contributions) allocated to his or her accounts under two or more plans
maintained by a Related Employer which may be aggregated for purposes of Code Sections 410(b) and 401(a)(4),
the Participant's actual contribution ratio shall be determined as if such contributions are made under a single plan,
and if two or more of the plans have different Plan Years, all plans ending with or within the same calendar year
shall be treated as a single plan.




                              (iii)          The applicable period for determining
Compensation for each Participant for a Plan Year shall be the 12 consecutive month period ending on the last day
of such Plan Year; provided that, to the extent permitted under Regulations, the Administrator may choose, on a
uniform basis, to treat as the applicable period only that portion of the Plan Year during which the individual was a
Participant.




                              (iv)          401(k) Contributions not applied to satisfy the
Code Section 401(k)(3) limits and Qualified Nonelective Contributions not treated as 401(k) Contributions may be
treated as Matching Contributions to the extent permitted by Regs. Section 401(m)-1(b)(5).




                              (v)          In the event that the Plan satisfies the
requirements of Code Sections 401(k), 410(a)(4), or 410(b) only if aggregated with one or more other plans with the
same Plan Year, or if one or more other plans with the same Plan Year satisfy such Code sections only if aggregated
with this Plan, then this section shall be applied by determining the actual contribution ratios as if all such plans
were a single plan.




                    (3)          Actual
contribution percentages.  The actual contribution ratios for all Highly Compensated Employees who are eligible for
Matching Contributions for a Plan Year shall be averaged to determine the actual contribution percentage for the
highly compensated group for the Plan Year, and the actual contribution ratios for all Employees who are not
Highly Compensated Employees but are eligible for Matching Contributions for the Plan Year shall be averaged to
determine the actual contribution percentage for the nonhighly compensated group for the Plan Year.  The actual
contribution percentages must satisfy at least one of the following tests:




                              (i)          The actual contribution percentage for the highly
compensated group does not 125% of the actual contribution percentage for the nonhighly compensated group; or








- 20 -















                              (ii)          The excess of the actual contribution percentage
for the highly compensated group over the actual contribution percentage for the nonhighly compensated group does
not exceed two percentage points, and the actual contribution percentage for the highly compensated group does not
exceed twice the actual contribution percentage of the nonhighly compensated group.




          The tests in (i) and (ii) above shall be
applied using the actual contribution percentage for the highly compensated group and the nonhighly compensated
group for the current Plan Year.




                    (4)          Multiple use test.  In the event that (i) the actual deferral percentage and actual contribution percentage for the highly
compensated group each exceeds 125% of the respective actual deferral percentage or actual contribution
percentage for the nonhighly compensated group, and (ii) the sum of the actual deferral percentage and the actual
contribution percentage for highly compensated group exceeds the "aggregate limit" within the meaning of Regs.
Section 1.401(m)-2(b)(3), the Administrator shall reduce the actual contribution ratios of Highly Compensated
Employees who had both an actual deferral ratio and an actual contribution ratio for the Plan Year to the extent
required by such section and in the same manner as descried in paragraphs (6) and (7) below.  This Section 4.10(d)
(4) shall not apply to Plan Years commencing on or after January 1, 2002. 




                    (5)          Adjustments by Administrator.  If, prior to the time all Matching Contributions for a Plan Year have been contributed to
the Fund, the Administrator determines that such contributions are being made at a rate which will cause the Code
Section 401(m) limits to be exceeded for the Plan Year, the Administrator may, in its sole discretion, limit the
amount of such contributions to be made with respect to one or more Highly Compensated Employees for the
balance of the Plan Year by limiting the amount of such contributions to the extent the Administrator deems
appropriate.




                    (6)          Excess
aggregate contributions.  If the Code Section 401(m) limits have not been satisfied for a Plan Year after all
contributions for the Plan Year have been made, the excess of the aggregate amount of the Matching Contributions
(and any Qualified Nonelective Contributions or 401(k) Contributions taken into account in computing the actual
contribution percentages) actually made on behalf of Highly Compensated Employees for the Plan Year over the
maximum amount of such contributions permitted under Code Section 401(m)(2)(A) shall be considered to be
"excess aggregate contributions."  The Administrator shall determine the amount of excess aggregate contributions.
To do so, the Administrator will perform the following computation (which shall be used solely to determine the
aggregate amount to be distributed under paragraph (7) below and not the amount to be distributed to any
individual): first, the actual contribution ratio of the Highly Compensated Employee with the highest actual
contribution ratio shall be reduced to the extent necessary to (i) enable the Plan to satisfy the Code Section 401(m)
limits or (ii) cause such Employee's actual contribution ratio to equal the actual contribution ratio of the Highly
Compensated Employee with the next highest actual contribution ratio, and then this process will be repeated until
the Plan satisfies the Code Section 401(m) limits.  In no event will excess aggregate contributions remain
unallocated or be allocated to a suspense account for allocation in a future Plan Year.




                    (7)          Distribution of excess aggregate contributions.  The aggregate amount of reductions determined under paragraph (6) above
shall be distributed, first, to the Highly Compensated Employees with the highest dollar amounts of Matching
Contributions (and any Qualified Nonelective Contributions or 401(k) Contributions taken into account in
computing actual contribution percentages), pro rata, in an amount equal to the lesser of (i) the total amount of
excess aggregate contributions for the Plan Year determined under paragraph (6) above or (ii) the amount necessary
to cause the amount of such Employees' Matching Contributions (and any Qualified Nonelective Contributions or
401(k) Contributions taken into account in computing actual contribution percentages) to equal the amount of the
Matching Contributions (and any Qualified Nonelective Contributions or 401(k) Contributions taken into account in
computing actual contribution percentages) of the Highly Compensated Employees with the next highest dollar
amount of Matching Contributions (and any Qualified Nonelective Contributions or 401(k) Contributions taken into
account in computing actual contribution percentages).  This process is repeated until the aggregate amount
distributed under this paragraph (7) equals the amount of excess aggregate contributions determined under
paragraph (6) above.  Income on excess aggregate contributions shall be distributed in accordance with applicable
Regulations.  Distribution of excess aggregate contributions will be made after the close of the Plan Year to which
the contributions relate, but within 12






- 21 -















months after the close of such Plan Year.  Excess aggregate contributions shall be treated as employer contributions
for purposes of Code Sections 401(a)(4), 404 and 415 even if distributed from the Plan.  




                    (8)          Recordkeeping requirement.  The Administrator, on behalf of the Participating Employers, shall maintain such records as
are necessary to demonstrate compliance with the Code Section 401(m) limits, including the extent to which 401(k)
Contributions and Qualified Nonelective Contributions are taken into account in determining the actual contribution
ratios.




                    (9)          Excise
tax where failure to correct.  If the excess aggregate contributions are not corrected within 2 1/2 months after the
close of the Plan Year to which they relate, the Participating Employers will be liable for a 10% excise tax on the
amount of excess aggregate contributions attributions to them, to the extent provided by Code Section 4979.
Qualified Nonelective Contributions properly taken into account under this Section for the Plan Year may enable
the Plan to avoid having excess aggregate contributions, even if the contributions are made after the close of the 2 1/2
month period.




          (e)          Code Section 410(b) Limits.




                    (1)          Notwithstanding anything to the contrary, if the number of Participants who are eligible to share in any contribution for a
Plan Year is such that the Plan would fail to meet the requirements of Code Section 410(b)(1) or Code Section
410(b)(2)(A)(i), then the group of Participants eligible to share in the contribution for the Plan Year will be
increased to include such minimum number of Participants who are not in the Service of the Participating
Employers on the last day of the Plan Year, as may be necessary to satisfy the applicable tests under the above Code
sections.  The Participants who will become eligible to share in the contribution will be those Participants who,
when compared to Participants who are similarly situated, completed the greatest number of Hours of Service in the
Plan Year before the termination of their Service.




                    (2)          The
preceding paragraph will not be construed to permit the reduction of any Participant's Account balance, and any
amounts which were allocated to Participants whose eligibility to share in the contribution did not result from the
application of the preceding paragraph will not be reallocated to satisfy such requirements.  Instead, the
Participating Employer will make an additional contribution equal to the amount which the affected Participants
would have received had they been included initially in the allocation of the Participating Employer's contribution,
even if it would cause the contributions of the Participating Employer for the Plan Year to exceed the amount which
is deductible by the Participating Employer for such Plan Year under Code Section 404.  Any adjustments pursuant
to this paragraph will be considered to be a retroactive amendment of the Plan which was adopted by the last day of
the Plan Year.




4.11          Erroneous Contributions.




          (a)          Notwithstanding anything herein to the contrary, upon the Employer's request, a
contribution which was made by a mistake of fact, or conditioned upon the initial qualification of the Plan, under
Code Section 401(a), or upon the deductibility of the contribution under Section 404 of the Code, shall be returned
to the Employer by the Trustee within one year after the payment of the contribution, the denial of the qualification
or the disallowance of the deduction (to the extent disallowed), whichever is applicable; provided, however, that in
the case of denial of the initial qualification of the Plan, a contribution shall not be returned unless an Application
for Determination has been timely filed with the Internal Revenue Service.  Any portion of a contribution returned
pursuant to this Section 4.11 shall be adjusted to reflect its proportionate share of the losses of the Fund, but shall
not be adjusted to reflect any earnings or gains.  Notwithstanding any provisions of this Plan to the contrary, the
right or claim of any Participant or Beneficiary to any asset of the Fund or any benefit under this Plan shall be
subject to and limited by this Section 4.11.




          (b)          In no event shall Employee contributions be accepted.  Any such Employee
contributions (and any earnings attributable thereto) mistakenly received by the Trustee shall promptly be returned
to the Participant.






 - 22 -















ARTICLE V





ACCOUNTS, ALLOCATIONS AND INVESTMENTS





5.1          Establishment of Separate Participant
Accounts.




          The Administrator shall establish and
maintain a separate Account for each Participant in the Plan and for each Former Participant in accordance with the
provisions of this Article V.  Such separate Account shall be for bookkeeping purposes only and shall not require a
segregation of the Fund, and no Participant, Former Participant or Beneficiary shall acquire any right to or interest
in any specific assets of the Fund as a result of the allocations provided for under this Plan.




          (a)          401(k) Contributions Accounts.




                    The Trustee shall establish a separate 401(k) Contributions Account in the Fund for
each Participant who requests the Employer to make 401(k) Contributions pursuant to Section 4.1, to which all such
401(k) Contributions are to be credited.  Any Qualified Nonelective Contributions made on behalf of a Participant
shall also be credited to this Account.




          (b)          Profit Sharing Accounts.




                    The Trustee shall establish a separate Profit Sharing Account in the Fund for each
Participant.  The Account shall be credited as of the last day of each Plan Year with the amounts allocated to the
Participants under Section 5.5(a).




          (c)          Matching Contribution Accounts.




                    The Trustee shall establish a separate Matching Contribution Account in the Fund
for each Participant who receives a Matching Contribution pursuant to Section 4.3, to which all such Matching
Contributions are to be credited.




          (d)          Employee Stock Ownership Accounts.




                    The Administrator shall establish a separate Employee Stock Ownership Account in
the Fund for each Participant.  The Administrator may establish subaccounts hereunder, an Employer Stock
Account reflecting a Participant's interest in Employer Securities held by the Trust, and an Other Investments
Account reflecting the Participant's interest in his Employee Stock Ownership Account other than Employer
Securities.  Each Participant's Employer Stock Account shall reflect his share of any Employee Stock Ownership
Contribution made in Employer Securities and any Employer Securities attributable to earnings on such stock.  Each
Participant's Other Investments Account shall reflect any Employee Stock Ownership Contribution made in cash,
any cash dividends on Employer Securities allocated and credited to his Employee Stock Ownership Account (other
than currently distributable dividends), and any income, gains, losses, appreciation, or depreciation attributable
thereto.




          (e)          Rollover Accounts.




                    The Trustee shall establish a separate, nonforfeitable Rollover Account in the Fund
for each Employee on whose behalf a Rollover Contribution is accepted by the Trustee pursuant to Section 4.8.  The
account shall be credited with all such Rollover Contributions accepted on behalf of the Employee.  In the case of a
direct transfer of assets by the trustee (or other fiduciary) of another qualified retirement plan to this Plan, which
transfer includes contributions made by the Participant under such other qualified plan, the Trustee shall establish
such








- 23 -















separate nonforfeitable rollover sub-accounts as may be necessary for the Trustee to account separately for the
portion of such Rollover Contribution attributable to the Employee's contributions under such other qualified plan.




          (f)          Distribution Accounts.




                    In any case where distribution of a terminated Participant's Account is to be
deferred, the Administrator shall establish a separate, nonforfeitable account in the Fund to which the balance in his
Account in the Plan shall be transferred after such Participant incurs a Break.  Unless the Former Participant's
distribution accounts are segregated for investment purposes, they shall share in Investment Adjustments.




          (g)          Other Accounts.




                    The Administrator shall establish such other separate accounts for each Participant
as may be necessary or desirable for the convenient administration of the Fund.




5.2          Establishment of Suspense Accounts.




          The Administrator shall establish a
separate Employee Stock Ownership Suspense Account.  There shall be credited to such account any Employee
Stock Ownership Contribution that may be made prior to the last day of the Plan Year and which is allocable to
such account pursuant to Section 4.6.  The Employee Stock Ownership Suspense Account shall share
proportionately as to time and amount in any Investment Adjustments.  As of the last day of each Plan Year, the
balance of the Employee Stock Ownership Suspense Account shall be added to the Employee Stock Ownership
Contribution and allocated to the Employee Stock Ownership Accounts of Participants as provided in Section
5.5(b), except as provided herein.  In the event that the Plan takes an Exempt Loan, the Employer Securities
purchased thereby shall be allocated as Financed Shares to a separate Exempt Loan Suspense Account, from which
allocations shall be made in accordance with Section 8.5.




5.3          Allocation of Earnings, Losses and
Expenses.




          Except as provided in Section 5.9, as of
each Valuation Date, any increase or decrease in the net worth of the aggregate Employee Stock Ownership
Accounts held in the Fund attributable to earnings, losses, expenses and unrealized appreciation or depreciation in
each such aggregate account, as determined by the Trustee pursuant to the Trust Agreement, shall be credited to or
deducted from the appropriate suspense accounts and all Participants' Accounts (except segregated distribution
accounts described in Section 5.1(f) and the "limitations account" described in Section 5.6(c)(2)) in the proportion
that the value of each such account (determined immediately prior to such allocation and before crediting any
contributions or forfeitures for the current Plan Year but after adjustment for any transfer to or from such accounts
and for the time such funds were in such accounts) bears to the value of all Accounts.




5.4          Application of Forfeitures.




          Forfeitures under this Plan shall be used
to reduce the Employer's contribution obligations under this Plan, as provided for in Section 7.3. 




5.5          Allocation of Contributions.




          (a)
          Matching Contribution.




          As of the last day of each Plan Year for
which the Employer shall make a Matching Contribution, the Administrator shall allocate the Matching
Contribution for such Plan Year to the Matching Contribution Account of each Participant who has completed at
least 1,000 Hours of Service during that Plan Year, provided that he is still employed by the Employer on the last
day of the Plan Year.  (Notwithstanding the foregoing, in the event that the






- 24 -















last-day-of-the-Plan-Year requirement shall cause the Plan to fail to meet the minimum coverage requirements of
Section 410(b) of the Code, such requirement shall be disregarded for such Plan Year.)  Matching Contributions
shall be allocated as provided for in Section 4.3, subject to Section 5.6.   Notwithstanding the foregoing, if a
Participant attains his Normal Retirement Date and terminates Service prior to the last day of the Plan Year but after
completing at least 1,000 Hours of Service, he shall be entitled to a Matching Contribution, as provided for herein.
Furthermore, if a Participant completes at least 1,000 Hours of Service and is on a Leave of Absence on the last day
of the Plan Year because of pregnancy or other medical reason, such a Participant shall be entitled to a Matching
Contribution, as provided for herein.




          (b)
          Profit Sharing Contribution.




          As of the last day of each Plan Year for
which the Employer shall make a Profit Sharing Contribution, the Administrator shall allocate the Profit Sharing
Contribution for such Plan Year to the Profit Sharing Account of each Participant who has completed at least 1,000
Hours of Service during that Plan Year, provided that he is still employed by the Employer on the last day of the
Plan Year.  (Notwithstanding the foregoing, in the event that the last-day-of-the-Plan-Year requirement shall cause
the Plan to fail to meet the minimum coverage requirements of Section 410(b) of the Code, such requirement shall
be disregarded for such Plan Year.)  Such allocation shall be made in the same proportion that each such
Participant's Compensation for such Plan Year bears to the total Compensation of all such Participants for such Plan
Year, subject to Section 5.6.  Notwithstanding the foregoing, if a Participant attains his Normal Retirement Date and
terminates Service prior to the last day of the Plan Year but after completing at least 1,000 Hours of Service, he
shall be entitled to an allocation based on his Compensation earned prior to his termination and during the Plan
Year.  Furthermore, if a Participant completes at least 1,000 Hours of Service and is on a Leave of Absence on the
last day of the Plan Year because of pregnancy or other medical reason, such a Participant shall be entitled to an
allocation based on his Compensation earned during such Plan Year.




          (c)          Employee Stock Ownership Contribution.




          As of the last day of each Plan Year for
which the Employer shall make an Employee Stock Ownership Contribution, the Administrator shall allocate the
Employee Stock Ownership Contribution for such Plan Year to the Employee Stock Ownership Account of each
Participant who completed at least 1,000 Hours of Service during that Plan Year, provided that he is still employed
by the Employer on the last day of the Plan Year.  Such allocation shall be made in the same proportion that each
such Participant's Compensation for such Plan Year bears to the total Compensation of all such Participants for such
Plan Year, subject to Section 5.6.  Notwithstanding the foregoing, if a Participant attains his Normal Retirement
Date and terminates Service prior to the last day of the Plan Year but after completing at least 1,000 Hours of
Service, he shall be entitled to an allocation based on his Compensation earned prior to his termination and during
the Plan Year.  Furthermore, if a Participant completes at least 1,000 Hours of Service and is on a Leave of Absence
on the last day of the Plan Year because of pregnancy or other medical reason, such a Participant shall be entitled to
an allocation based on his Compensation earned during such Plan Year.




5.6          Limitation on Annual Additions.




          (a)          Notwithstanding any provisions of this Plan to the contrary, the total Annual
Additions credited to a Participant's Account under this Plan (and accounts under any other defined contribution
plan maintained by the Employer or a Related Employer) for any Limitation Year shall not exceed the lesser of:




                    (1)          25% of
the Participant's Compensation for such Limitation Year; or




                    (2)          $30,000.  Whenever otherwise allowed by law, the maximum amount of $30,000 shall be automatically adjusted annually
for cost-of-living increases in accordance with Section 415(d) of the Code, and the highest such increase effective at
any time during the Limitation Year shall be effective for the entire Limitation Year, without any amendment to this
Plan.  








- 25 -















For Limitation Years commencing on or after January 1, 2002, the total Annual Additions credited to a Participant's
Account under this Plan (and accounts under any other defined contribution plan maintained by the Employer or a
Related Employer) shall not exceed the lesser of:




                    (x)          $40,000, as adjusted for increases in the cost-of-living under section 415(d) of the Code, or 




                    (y)          100
percent of the Participant's Compensation for the Limitation Year.  The Compensation limit referred to in (y) shall
not apply to any contribution for medical benefits after separation from service (within the meaning of section
401(h) or section 419(f)(2) of the Code) which is otherwise treated as an Annual
Addition.          




          (b)          In the event that the limitations on Annual Additions described in Section 5.6(a)
above are exceeded with respect to any Participant in any Limitation Year as a result of the allocation of forfeitures,
a reasonable error in estimating a Participant's Compensation, a reasonable error in determining the amount of
401(k) Contributions that may be made with respect to any Participant under Section 415 of the Code, or other facts
and circumstances to which Regulation Section 1.415-6(b)(6) shall be applicable, then the contributions allocable to
the Participant for such Limitation Year shall be reduced to the minimum extent required by such limitations, in the
following order of priority:




                    (1)  The Profit Sharing Contributions allocated during such Limitation Year to the
Participant's Profit Sharing Account shall be reduced.  The amount of any such reductions in the Profit Sharing
Contributions shall be reallocated to all other Participants in the same manner as set forth under Section 5.5(a).  If
any further reductions in Annual Additions are necessary, then the Employee Stock Ownership Contribution
allocated during such Limitation Year to the Participant's Employee Stock Ownership Account shall be reduced.  If
any further reductions in Annual Additions are necessary, then the Matching Contribution allocated during such
Limitation Year to the Participant's Matching Contribution Account shall be reduced.  The amount of any such
reductions in the Employee Stock Ownership Contribution shall be reallocated to all other Participants in the same
manner as set forth under Section 5.5(b).




                    (2)  Any amounts which cannot be reallocated to other Participants in a current
Limitation Year in accordance with Section 5.6(b)(1) above because of the limitations contained in Sections 5.6(a)
and (d) shall be credited to an account designated as the "limitations account" and carried forward to the next and
subsequent Limitation Years until it can be reallocated to all Participants as set forth in Section 5.5.  No Investment
Adjustments shall be allocated to this limitations account.  In the next and subsequent Limitation Years, all amounts
in the limitations account must be allocated in the manner described in Section 5.5 before any Profit Sharing
Contribution or Employee Stock Ownership Contribution may be made to this Plan for that Limitation Year.




                    (3)  The Administrator shall determine to what extent the Annual Additions to any
Participant's Profit Sharing Account and Employee Stock Ownership Account must be reduced in each Limitation
Year.  The Administrator shall reduce the Annual Additions to all other qualified, tax-exempt retirement plans
maintained by the Employer in accordance with the terms contained therein for required reductions or reallocations
mandated by Section 415 of the Code before reducing any Annual Additions in this Plan.




                    (4)          In the
event this Plan is voluntarily terminated by the Employer under Section 13.5, any amounts credited to the limitations
account described in Section 5.6(b)(3) above which have not be reallocated as set forth herein shall be distributed to
the Participants who are still employed by the Employer on the date of termination, in the proportion that each
Participant's Compensation bears to the Compensation of all Participants.






- 26 -















          (c)          The Annual Additions credited to a Participant's accounts for each Limitation
Year are further limited so that in the case of an Employee who is a Participant in both this Plan and any qualified
defined benefit plan (hereinafter referred to as a "pension plan") of the Employer or Related Employer, the sum of
(1) and (2) below will not exceed 1.0:




                    (1) (A)          The
projected annual normal retirement benefit of a Participant under the pension plan, divided by




                          (B)          The
lesser of:




                              (i)          The product of 1.25 multiplied by the dollar
limitation in effect under Section 415(b)(1)(A) of the Code for such Limitation Year, or




                              (ii)          The product of 1.4 multiplied by the amount of
compensation which may be taken into account under Section 415(b)(1)(B) of the Code for the Participant for such
Limitation Year; plus




                    (2) (A)          The
sum of Annual Additions credited to the Participant under this Plan for all Limitation Years, divided by:




                          (B)          The
sum of the lesser of the following amounts determined for such Limitation Year and for each prior year of service
with the Employer or a Related Employer:




                              (i)          The product of 1.25 multiplied by the dollar
limitation in effect under Section 415(b)(1)(A) of the Code for such Limitation Year, or




                              (ii)          The product of 1.4 multiplied by the amount of
compensation which may be taken into account under Section 415(b)(1)(B) of the Code for the Participant for such
Limitation Year.




          If, even after the reductions provided for
in Section 5.6(c), the sum of the fractions still exceeds 1.0, then the benefits of the Participant provided under the
pension plan shall be reduced to the extent necessary, in accordance with Treasury Regulations issued under the
Code.  Solely for the purposes of this Section 5.6(d), the term "years of service" shall mean all years of service
defined by Treasury Regulations issued under Section 415 of the Code.  Notwithstanding the foregoing, the
provisions of this Section 5.6(d) shall expire with respect to all Limitation Years beginning after December 31,
1999.




5.7          Erroneous Allocations.




          No Participant shall be entitled to any
Annual Additions or other allocations to his Account in excess of those permitted under Sections 5.3, 5.4, 5.5, and
5.6.  If it is determined at anytime that the Administrator and/or Trustee have erred in accepting and allocating any
contributions under this Plan, or in allocating Investment Adjustments, or in excluding or including any person as a
Participant, then the Administrator, in a uniform and nondiscriminatory manner, shall determine the manner in
which such error shall be corrected and shall promptly advise the Trustee in writing of such error and of the method
for correcting such error.  The accounts of any or all Participants may be revised, if necessary, in order to correct
such error.  To the extent applicable, such correction shall be made in accordance with the provisions of IRS
Revenue Procedure 2001-17 (or any amendment or successor thereto).




5.8          Value of Participant's Account.




          At any time, the value of a Participant's
Account shall consist of the aggregate value of the amounts credited to the accounts described in Section 5.1,
determined as of the next-preceding Valuation Date.  The






- 27 -















Administrator shall maintain adequate records of the cost basis of Employer Securities allocated to each
Participant's Employee Stock Ownership Account. 




5.9           Investment of Account Balances.




          (a)          The Employee Stock Ownership Accounts shall be invested primarily in
Employer Securities.  All sales of Employer Securities by the Trustee attributable to the Employee Stock Ownership
Accounts of all Participants shall be charged pro rata to the Employee Stock Ownership Accounts of all
Participants.




          (b)          All Accounts under the Plan (other than the Employee Stock Ownership
Account) shall be invested in one or more investment options made available from time to time by the Sponsor for
this purpose (which may include Employer Securities).  The Plan is intended to be an "ERISA Section 404(c) plan"
within the meaning of regulations issued pursuant to such section.  Participants shall have the opportunity, at least
once in any 3-month period, to give investment instructions to the Administrator (with an opportunity to obtain
written confirmation of such instructions) as to the investment of contributions made on his or her behalf among the
investment options.  The Administrator shall be obligated to comply with such instructions except as otherwise
provided in the ERISA Section 404(c) regulations or in any applicable securities laws.  The Administrator shall
prescribe the form and manner in which such directions shall be made, as well as the frequency with which such
directions may be made or changed, and the dates as of which they shall be effective, in a manner consistent with
the foregoing.  The Administrator shall be the fiduciary identified to furnish the information contemplated by
ERISA Section 404(c), but may designate on its behalf another person or entity to provide such information or to
perform any of the obligations of the Administrator under this Section
5.9(b).          




          (c)          Participants who direct the investment of all or a portion of the balances in their
Accounts in Employer Securities shall be entitled to direct the Trustee as to manner in which the Employer
Securities in such Account are to be voted.  To the extent that no instructions are given, the Trustee shall vote such
shares in the manner designated by the Administrator.




          (d)          In the event that the Trustee may, at the direction of the Administrator and upon
any written consent of any Participant, apply for and purchase insurance policies on the life of any insurable
Participant for the benefit of such Participant, out of a Participant-directed investment, the aggregate premiums for
such policies shall not exceed, for ordinary life insurance, 49% of the aggregate Employer contributions allocated to
the Participant's Accounts, and for term insurance, 25% of such aggregate Employer contributions.




          (e)          In the event that a Participant has designated that all or a portion of his Accounts
shall be invested in Employer Securities, dividends paid with respect to such shares, if any, shall be applied as
provided for in Section 8.4. In addition, the Administrator may, in its sole, uniform and nondiscriminatory
discretion, require that payments and distributions made pursuant to Article IX shall be made in the form of
Employer Securities with respect to the portion of such Account balances that the Participant had directed to have
been thus invested.




5.10          Loans to Participants.




          (a)          In General.




          Upon the written request of an "eligible
borrower" (as defined in Section 5.10(l)) on a form acceptable to the Administrator, and subject to the conditions of
this Section 5.10, the Administrator shall direct the Trustee to make a loan from the Fund to the eligible borrower.






- 28 -















          (b)          Rules and Procedures.




          The Administrator shall promulgate such
rules and procedures, not inconsistent with the express provisions of this Section 5.10, as it deems necessary to
carry out the purposes of this Section 5.10.  All such rules and procedures shall be deemed a part of the Plan for
purposes of the Department of Labor Regs. Section 2550.408b-l(d). Loans shall not be made available to eligible
borrowers who are Highly Compensated Employees in an amount (determined under Department of Labor Regs.
Section 2550.408b-l(b)) greater than the amount made available to other eligible borrowers.




          (c)          Maximum Amount of Loan.




          The following limitations shall apply in
determining the amount of any loan to an eligible borrower hereunder:




                              (1)          The amount of the loan, together with any other
outstanding indebtedness of the eligible borrower under the Plan or any other qualified retirement plans of the
Employer and all Related Employers, shall not exceed $50,000 reduced by the excess of (i) the highest outstanding
aggregate loan balance of the eligible borrower from such plans during the one-year period ending on the day prior
to the date on which the loan is made, over (ii) the eligible borrower's outstanding loan balance from such plans
immediately prior to the loan.




                              (2)          The amount of the loan shall not exceed 50% of
the eligible borrower's vested interest in his or her Accounts, determined as of the Valuation Date immediately
preceding the date of the loan.




          (d)          Minimum Amount of Loan; Maximum Number of Loans.




          The Administrator may establish a
minimum amount for any single loan under the Plan, not to exceed $1,000.  An eligible borrower may have only two
loans under the Plan outstanding at any one time.




          (e)          Note; Security; Interest.




          Each loan shall be evidenced by a note
signed by the eligible borrower and shall be secured by 50% of the eligible borrower's vested interest in his or her
Accounts, including in such security the note evidencing the loan.  The loan shall bear interest at a reasonable
annual percentage interest rate to be determined by the Administrator.  In determining the interest rate, the
Administrator shall take into consideration interest rates currently being charged by persons in the business of
lending money with respect to loans made in similar circumstances.  The Administrator shall make such
determination through consultation with one or more lending institutions, as the Administrator deems appropriate.




          (f)          Repayment.




          Each loan made to an eligible borrower
who is receiving regular payments of compensation from a Participating Employer shall be repayable by payroll
deduction.  Loans made to other eligible borrowers (and, in all events, where payroll deduction is no longer
practicable) shall be repayable in such manner as the Administrator may from time to time determine.  The
documents evidencing a loan shall provide that payments shall be made not less frequently than quarterly and over a
specified term as determined by the Administrator (but not to exceed five years unless the loan is being applied
toward the purchase of a principal residence for the eligible borrower).  Such documents shall also require that the
loan be amortized with level payments of principal and interest.




          (g)          Repayment upon Distribution.




          If, at the time benefits are to be distributed
(or to commence being distributed) to an eligible borrower with respect to a separation from Service, there remains
any unpaid balance of a loan hereunder, such unpaid balance






- 29 -















shall, to the extent consistent with Department of Labor regulations, become immediately due and payable in full.
Such unpaid balance, together with any accrued but unpaid interest on the loan, shall be deducted from the eligible
borrower's Accounts, subject to the default provisions below, before any distribution of benefits is made.  Except as
may be required in order to comply (in a manner consistent with continued qualification of the Plan under Code
Section 401(a)) with Department of Labor regulations, no loan shall be made or remain outstanding with respect to a
Participant under this Section 5.10 after the time distributions to the Participant with respect to a separation from
Service are to be paid or commence.




          (h)          Default.




          In the event of a default in making any
payment of principal or interest when due under the note evidencing any loan under this Section 5.10, if such
default continues for more than 14 days after written notice of the default by the Trustee, the unpaid principal
balance of the note shall immediately become due and payable in full.  Such unpaid principal, together with any
accrued but unpaid interest, shall thereupon be deducted from the eligible borrower's Accounts, subject to the
further provisions of this paragraph (h).  The amount so deducted shall be treated as distributed to the eligible
borrower and applied by the eligible borrower as a payment of the unpaid interest and principal (in that order) under
the note evidencing such loan.  In no event shall the Administrator apply the eligible borrower's Accounts to satisfy
the eligible borrower's repayment obligation, whether or not he or she is in default, unless the amount so applied
otherwise could be distributed in accordance with the Plan.




          (i)          Note as Fund Asset.




          The note evidencing a loan to an eligible
borrower under this Section 5.10 shall be an asset of the Fund which is allocated to the Account of such eligible
borrower, and shall for purposes of the Plan be deemed to have a value at any given time equal to the unpaid
principal balance of the note plus the amount of any accrued but unpaid interest.




          (j)          Nondiscrimination.




          Loans shall be made available under this
Section 5.10 to all eligible borrowers on a reasonably equivalent basis.




          (k)          Designation of Accounts; Designation of Investment Funds.




          Loans shall be made from the eligible
borrower's Accounts in the following order: (1) from his or her Rollover Account, (2) from his or her Matching
Contribution Account, (3) from his or her Profit Sharing Account, and (4) from his or her 401(k) Contributions
Account.  Loans may not be made from a Participant's Employee Stock Ownership Account.  The crediting of loan
repayments shall be made to the foregoing Accounts in the reverse order.  The eligible borrower may designate the
investment fund or funds from which his or her loan is to be made.  In the absence of such a designation, the loan
shall be made proportionately from all investment funds to which the eligible borrower's Accounts are allocated.




          (l)          Eligible Borrower.  




          For purposes of this Section 5.10,
"eligible borrower" means 




                    (a)          a
Participant who is an Employee or is otherwise a "party in interest" within the meaning of Section 3(14) of the Act;
or




                    (b)          a
deceased Participant's Beneficiary who has not yet received the entire vested portion of the Participant's Accounts
and who is a "party in interest" as described above.






- 30 -















ARTICLE VI





RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY





6.1          Normal Retirement.




          A Participant who reaches his Normal
Retirement Date and who shall retire at that time shall thereupon be entitled to retirement benefits based on the
value of his Account, payable pursuant to the provisions of Section 9.1.  A Participant who remains in Service after
his Normal Retirement Date shall not be entitled to any retirement benefits until his actual termination of Service
thereafter (except as provided in Section 9.4), and he shall meanwhile continue to participate in this Plan.




6.2          Early Retirement.




          A Participant who reaches his Early
Retirement Date may retire at such time (or, at his election, as of the first day of any month thereafter prior to his
Normal Retirement Date) and shall thereupon be entitled to retirement benefits based on the value of his Account,
payable pursuant to the provisions of Section 9.1. 




6.3          Disability Retirement.




          In the event a Participant incurs a
Disability, he may retire on his Disability Retirement Date and shall thereupon be entitled to retirement benefits
based on the value of his Account, payable pursuant to the provisions of Section 9.1.




6.4          Death Benefits.




          (a)          Upon the death of a Participant before his Retirement or other termination of
Service, the value of his Account shall be payable pursuant to the provisions of Section 9.1.  The Administrator
shall direct the Trustee to distribute his Account to any surviving Beneficiary designated by the Participant or, if
none, to such persons specified in Section 6.5(b).




          (b)          Upon the death of a Former Participant, the Administrator shall direct the Trustee
to distribute any undistributed balance of his Account to any surviving Beneficiary designated by him or, if none, to
such persons specified in Section 6.5(b).




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




6.5          Designation of Beneficiary and
Manner of Payment.




          (a)          Each Participant shall have the right to designate a Beneficiary to receive the sum
or sums to which he may be entitled upon his death.  The Participant may also designate the manner in which any
death benefits under this Plan shall be payable to his Beneficiary, provided that such designation is in accordance
with Section 9.5.  Such designation of Beneficiary and manner of payment shall be in writing and delivered to the
Administrator, and shall be effective when received by the Administrator while the Participant is alive.  The
Participant shall have the right to change such designation by notice in writing to the Administrator while the
Participant is alive.  Such change of Beneficiary or the manner of payment shall become effective upon its receipt
by the Administrator while the Participant is alive.  Any such change shall be deemed to revoke all prior
designations.






- 31 -















          (b)          If a Participant shall fail to designate validly a Beneficiary, or if no designated
Beneficiary survives the Participant, the balance credited to his Account shall be paid to the person or persons in the
first of the following classes of successive preference Beneficiaries surviving at the death of the Participant:  the
Participant's (1) widow or widower, (2) natural-born or adopted children, (3) natural-born or adoptive parents, and
(4) estate.  The Administrator shall determine which Beneficiary, if any, shall have been validly designated or
entitled to receive the balance credited to the Participant's Account in accordance with the foregoing order of
preference, and its decision shall be binding and conclusive on all persons.




          (c)          Notwithstanding the foregoing, if a Participant is married on the date of his
death, the sum or sums to which he may be entitled under this Plan upon his death shall be paid to his spouse, unless
the Participant's spouse shall have consented to the election of another Beneficiary.  Such a spousal consent shall be
in writing and shall be witnessed either by a representative of the Administrator or by a notary public.  Any
designation by an unmarried Participant shall be rendered ineffective by any subsequent marriage, and any consent
of a spouse shall be effective only as to that spouse.  If it is established to the satisfaction of the Administrator that
spousal consent cannot be obtained because there is no spouse, because the spouse cannot be located, or other
reasons prescribed by governmental regulations, the consent of the spouse may be waived, and the Participant may
designate a Beneficiary or Beneficiaries other than his spouse.
































- 32 -















ARTICLE VII





VESTING AND FORFEITURES





7.1          Vesting on Death, Disability and
Normal Retirement.




          Unless his participation in this Plan shall
have terminated prior thereto, upon a Participant's death, Disability, Early Retirement Date or Normal Retirement
Date (whether or not he actually retires at that time) while he is still employed by the Employer, the Participant's
entire Account shall be fully vested and nonforfeitable.  




7.2          Vesting on Termination of
Participation.




          A Participant shall always have a 100%
vested and nonforfeitable interest in his Accounts other than his Employer Stock Ownership Account. Upon
termination of his participation in this Plan for any reason other than death, Disability, Early Retirement or Normal
Retirement, a Participant shall be vested in a percentage of his Employee Stock Ownership Account, such vested
percentage to be determined under the following table, based on the Years of Vesting Service (including Years of
Vesting Service prior to the Effective Date) credited to him at the time of his termination of participation:




	 	Years of Vesting Service 	Percentage Vested 
	 	 	 
	 	Less than 5 	    0% 
	 	5 or more 	100% 





Notwithstanding the foregoing, a Participant shall all times have a nonforfeitable interest in Employer Securities
acquired with dividends pursuant to Section 8.4(c). 




          Any portion of the Participant's Employee
Stock Ownership Account which is not vested at the time he incurs a Break shall thereupon be forfeited and
disposed of pursuant to Section 7.3.  In such event, Employer Securities shall be forfeited only after other assets.
Distribution of the vested portion of a terminated Participant's interest in the Plan shall be payable in any manner
permitted under Section 9.1.




7.3          Disposition of Forfeitures.




          (a)          In the event a Participant incurs a Break and subsequently resumes both his
Service and his participation in the Plan prior to incurring at least 5 Breaks, the forfeitable portion of his Employee
Stock Ownership Account shall be reinstated to the credit of the Participant as of the date he resumes participation.




          (b)          In the event a Participant terminates Service and subsequently incurs a Break and
receives a distribution, or in the event a Participant does not terminate Service, but incurs at least 5 Breaks, or in the
event that a Participant terminates Service and incurs at least 5 Breaks but has not received a distribution, then the
forfeitable portion of his Employee Stock Ownership Account, including Investment Adjustments shall, as of the
last day of the Plan Year in which the forfeiture occurs, be used to reduce the future contribution obligations of the
Employers.




          (c)          In the event a former Participant who had received a distribution from the Plan is
rehired, he shall repay the amount of his distribution before the earlier of 5 years after the date of his rehire by the
Employer, or the close of the first period of 5 consecutive Breaks commencing after the withdrawal, in order for any
forfeited amounts to be restored to him.








- 33 -















ARTICLE VIII





EMPLOYEE STOCK OWNERSHIP PROVISIONS





8.1          Right to Demand Employer Securities.




          A Participant entitled to a distribution
from his Employee Stock Ownership Account shall be entitled to demand that his interest in the Employee Stock
Ownership Account be distributed to him in the form of Employer Securities, all subject to Section 9.9.  The
Administrator shall notify the Participant of his right to demand distribution of his Account balance entirely in
whole shares of Employer Securities (with the value of any fractional share paid in cash).  However, if the charter or
by-laws of the Employer restrict ownership of substantially all of the outstanding Employer Securities to Employees
and the Fund, then the distribution of a Participant's Account shall be made entirely in the form of cash or other
property, and the Participant is not entitled to a distribution in the form of Employer Securities.




8.2          Voting Rights.




          Each Participant with an Employee Stock
Ownership Account shall be entitled to direct the Trustee as to the manner in which the Employer Securities in such
account are to be voted.  Employer Securities held in the Employee Stock Ownership Suspense Account or the
Exempt Loan Suspense Account shall be voted by the Trustee on each issue with respect to which shareholders are
entitled to vote in the manner directed by the majority of the Participants who directed the Trustee as to the manner
of voting their shares in the Employee Stock Ownership Accounts with respect to such issue.  Prior to the initial
allocation of shares, the Trustee shall be entitled to vote the shares in the Exempt Loan Suspense Account without
prior direction from the Participants or the Administrator.  In the event that a Participant fails to give timely voting
instructions to the Trustee with respect to the voting of Employer Securities that are allocated to his Employee Stock
Ownership Account, the Trustee shall vote such shares in such manner as directed by the Administrator.




8.3          Nondiscrimination in Employee Stock
Ownership Contribution.




          In the event that the amount of the
Employee Stock Ownership Contribution that would be required in any Plan Year to make the scheduled payments
on an Exempt Loan would exceed the amount that would otherwise be deductible by the Employer for such Plan
Year under Code Section 404, then no more than one-third of the Employee Stock Ownership Contribution for the
Plan Year, which is also the Employer's taxable year, shall be allocated to Highly Compensated Employees.




8.4          Dividends.




          (a)          Dividends paid with respect to Employer Securities credited to a Participant's
Employee Stock Ownership Account as of the record date for the dividend payment may be allocated to the
Participant's Employee Stock Ownership Account, paid in cash to the Participant, or used by the Trustee to make
payments on an Exempt Loan, pursuant to the direction of the Administrator.




          (b)          If the Administrator shall direct that the aforesaid dividends shall be paid directly
to Participants, the dividends paid with respect to such Employer Securities shall be paid to the Plan, from which
dividend distributions in cash shall be made to the Participants with respect to the Employer Securities in their
Employee Stock Ownership Accounts within 90 days of the close of the Plan Year in which the dividends were
paid.




          (c)          If the Administrator permits, then Participants shall be able to elect, in
accordance with regulations or other guidance, to have the dividends paid and allocable to the Participant's Account
either (i) distributed to the Participant (or his Beneficiary) no later than 90 days after close of the Plan Year in
which the








- 34 -















dividend is paid (reduced by any investment losses occurring from when the dividend is paid to the Plan to when it
is distributed to the Participant), or (ii) retained in the Participant's Employee Stock Ownership Account under the
Plan to be invested in Employer Securities.




          (d)          If dividends on Employer Securities already allocated to Participants' Employee
Stock Ownership Accounts are used to make payments on an Exempt Loan, the Employer Securities which are
released from the Exempt Loan Suspense Account shall first be allocated to each Employee Stock Ownership
Account in an amount equal to the amount of dividends that would have been allocated to such Employee Stock
Ownership Account if the dividends had not been used to make payments on an Exempt Loan, and the remaining
Employer Securities (if any) which are released shall be allocated in the proportion that the value of each Employee
Stock Ownership Account bears to the value of all such Accounts, all in accordance with Section 404(k) of the
Code.  




          (e)          Dividends on Employer Securities obtained pursuant to an Exempt Loan and still
held in the Exempt Loan Suspense Account may be used to make payments on an Exempt Loan, as described in
Section 8.6.




8.5          Exempt Loans.




          (a)          The Sponsor may direct the Trustee to obtain Exempt Loans.  The Exempt Loan
may take the form of (i) a loan from a bank or other commercial lender to purchase Employer Securities (ii) a loan
from the Employer to the Plan; or (iii) an installment sale of Employer Securities to the Plan.  The proceeds of any
such Exempt Loan shall be used, within a reasonable time after the Exempt Loan is obtained, only to purchase
Employer Securities, repay the Exempt Loan, or repay any prior Exempt Loan.  Any such Exempt Loan shall
provide for no more than a reasonable rate of interest and shall be without recourse against the Plan.  The number of
years to maturity under the Exempt Loan must be definitely ascertainable at all times.  The only assets of the Plan
that may be given as collateral for an Exempt Loan are Financed Shares acquired with the proceeds of the Exempt
Loan and Financed Shares that were used as collateral for a prior Exempt Loan repaid with the proceeds of the
current Exempt Loan.  Such Financed Shares so pledged shall be placed in an Exempt Loan Suspense Account.  No
person or institution entitled to payment under an Exempt Loan shall have recourse against Trust assets other than
the Financed Shares, the Employer Stock Ownership Contribution (other than contributions of Employer Securities)
that is available under the Plan to meet obligations under the Exempt Loan, and earnings attributable to such
Financed Shares and the investment of such contribution.  Any Employee Stock Ownership Contribution paid
during the Plan Year in which an Exempt Loan is made (whether before or after the date the proceeds of the Exempt
Loan are received), any Employee Stock Ownership Contribution paid thereafter until the Exempt Loan has been
repaid in full, and all earnings from investment of such Employee Stock Ownership Contribution, without regard to
whether any such Employee Stock Ownership Contribution and earnings have been allocated to Participants'
Employee Stock Ownership Accounts, shall be available to meet obligations under the Exempt Loan as such
obligations accrue, or prior to the time such obligations accrue, unless otherwise provided by the Employer at the
time any such contribution is made.  Any pledge of Employer Securities shall provide for the release of Financed
Shares upon the payment of any portion of the Exempt Loan.  




          (b)          For each Plan Year during the duration of the Exempt Loan, the number of
Financed Shares released from such pledge shall equal the number of Financed Shares held immediately before
release for the current Plan Year multiplied by a fraction.  The numerator of the fraction is the sum of principal and
interest paid in such Plan Year.  The denominator of the fraction is the sum of the numerator plus the principal and
interest to be paid for all future years.  Such years will be determined without taking into account any possible
extension or








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renewal periods.  If interest on any Exempt Loan is variable, the interest to be paid in future years under the Exempt
Loan shall be computed by using the interest rate applicable as of the end of the Plan Year.




          (c)          Notwithstanding the foregoing, the Trustee may obtain an Exempt Loan pursuant
to the terms of which the number of Financed Shares to be released from encumbrance shall be determined with
reference to principal payments only.  In the event that such an Exempt Loan is obtained, annual payments of
principal and interest shall be at a cumulative rate that is not less rapid at any time than level payments of such
amounts for not more than 10 years.  The amount of interest in any such annual loan repayment shall be disregarded
only to the extent that it would be determined to be interest under standard loan amortization tables.  The
requirement set forth in the preceding sentence shall not be applicable from the time that, by reason of a renewal,
extension, or refinancing, the sum of the expired duration of the Exempt Loan, the renewal period, the extension
period, and the duration of a new Exempt Loan exceeds 10 years.  




8.6          Exempt Loan Payments.




          (a)          Payments of principal and interest on any Exempt Loan during a Plan Year shall
be made by the Trustee (as directed by the Administrator) only from (1) the Employee Stock Ownership
Contribution to the Fund made to meet the Plan's obligation under an Exempt Loan (other than contributions of
Employer Securities) and from any earnings attributable to Financed Shares and investments of such contributions
(both received during or prior to the Plan Year); (2) the proceeds of a subsequent Exempt Loan made to repay a
prior Exempt Loan; and (3) the proceeds of the sale of any Financed Shares.  Such contribution and earnings shall
be accounted for separately by the Plan until the Exempt Loan is repaid.




          (b)          Employer Securities released from the Exempt Loan Suspense Account by
reason of the payment of principal or interest on an Exempt Loan from amounts allocated to Participants' Employee
Stock Ownership Accounts shall immediately upon payment be allocated as set forth in Section 5.5(c).  




          (c)          The Employer shall contribute to the Fund sufficient amounts to enable the
Trustee to pay principal and interest on any such Exempt Loans as they are due, provided, however, that no such
contribution shall exceed the limitations in Section 5.6.  In the event that such contributions by reason of the
limitations in Section 5.6 are insufficient to enable the Trustee to pay principal and interest on such Exempt Loan as
it is due, then upon the Trustee's request the Employer shall:




                    (1)          Make
an Exempt Loan to the Fund in sufficient amounts to meet such principal and interest payments.  Such new Exempt
Loan shall be subordinated to the prior Exempt Loan.  Employer Securities released from the pledge of the prior
Exempt Loan shall be pledged as collateral to secure the new Exempt Loan.  Such Employer Securities will be
released from this new pledge and allocated to the Employee Stock Ownership Accounts of the Participants in
accordance with the applicable provisions of the Plan;




                    (2)          Purchase any Financed Shares in an amount necessary to provide the Trustee with sufficient funds to meet the principal and
interest repayments.  Any such sale by the Plan shall meet the requirements of Section 408(e) of the Act; or




                    (3)          Any
combination of the foregoing.




          However, the Employer shall not,
pursuant to the provisions of this subsection, do, fail to do or cause to be done any act or thing which would result
in a disqualification of the Plan as an employee stock ownership plan under Section 4975(e)(7) of the Code.






- 36 -















          (d)  Except as provided in Section 8.1
above and notwithstanding any amendment to or termination of the Plan which causes it to cease to qualify as an
employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code, or any repayment of an
Exempt Loan, no shares of Employer Securities acquired with the proceeds of an Exempt Loan obtained by the
Trust to purchase Employer Securities may be subject to a put, call or other option, or buy-sell or similar
arrangement, while such shares are held by the Plan or when such shares are distributed from the Plan.  




8.7          Put Option.




          In the event that the Employer Securities
distributed to a Participant are not readily tradable on an established market, the Participant shall be entitled to
require that the Employer repurchase the Employer Securities under a fair valuation formula, as provided by
governmental regulations.  The Participant or Beneficiary shall be entitled to exercise the put option described in the
preceding sentence for a period of not more than 60 days following the date of distribution of Employer Securities
to him.  If the put option is not exercised within such 60-day period, the Participant or Beneficiary may exercise the
put option during an additional period of not more than 60 days after the beginning of the first day of the first Plan
Year following the Plan Year in which the first put option period occurred, all as provided in regulations
promulgated by the Secretary of the Treasury.




          If a Participant exercises the foregoing put
option with respect to Employer Securities that were distributed as part of a total distribution pursuant to which a
Participant's Employee Stock Ownership Account is distributed to him in a single taxable year, the Employer or the
Plan may elect to pay the purchase price of the Employer Securities over a period not to exceed 5 years.  Such
payments shall be made in substantially equal installments not less frequently than annually over a period beginning
not later than 30 days after the exercise of the put option.  Reasonable interest shall be paid to the Participant with
respect to the unpaid balance of the purchase price, and adequate security shall be provided with respect thereto.  In
the event that a Participant exercises a put option with respect to Employer Securities that are distributed as part of
an installment distribution, if permissible under Section 9.5, the amount to be paid for such securities shall be paid
not later than 30 days after the exercise of the put option.




8.8          Diversification Requirements.




          Each Participant who has completed at
least 10 years of participation in the employee stock ownership portion of the Plan and has attained age 55 may elect
within 90 days after the close of each Plan Year during his "qualified election period" to direct the Plan as to the
investment of at least 25 percent of his Employee Stock Ownership Account (to the extent such percentage exceeds
the amount to which a prior election under this Section 8.8 had been made).  For purposes of this Section 8.8, the
term "qualified election period" shall mean the 5-Plan-Year period beginning with the Plan Year after the Plan Year
in which the Participant attains age 55 (or, if later, beginning with the Plan Year after the first Plan Year in which
the Employee first completes at least 10 years of participation in the employee stock ownership portion of the Plan).
In the case of an Employee who has attained age 60 and completed 10 years of participation in the prior Plan Year
and in the case of the election year in which any other Participant who has met the minimum age and service
requirements for diversification can make his last election hereunder, he shall be entitled to direct the Plan as to the
investment of at least 50 percent of his Employee Stock Ownership Account (to the extent such percentage exceeds
the amount to which a prior election under this Section 8.8 had been made).  The Plan shall make available at least 3
investment options (chosen by the Administrator in accordance with regulations prescribed by the Department of
Treasury) to each Participant making an election hereunder.  The Plan shall be deemed to have met the requirements
of this Section if the portion of the Participant's Employee Stock Ownership Account covered by the election
hereunder is distributed to the Participant or his designated Beneficiary within 90 days after the period during which
the election may be made.  In the absence of such a distribution, the Trustee shall implement the Participant's
election within 90 days following the expiration of the qualified election period.  Notwithstanding the foregoing, if
the fair market value of the Employer Securities








- 37 -















allocated to the Employee Stock Ownership Account of a Participant otherwise entitled to diversify hereunder is
$500 or less as of the Valuation Date immediately preceding the first day of any election period, then such
Participant shall not be entitled to an election under this Section 8.8 for that qualified election period.




8.9          Independent Appraiser.




          An independent appraiser meeting the
requirements of the regulations promulgated under Code Section 170(a)(1) shall value the Employer Securities in
those Plan Years when such securities are not readily tradable on an established securities market.




8.10          Nonterminable Rights.




          The provisions of this Article VIII shall
continue to be applicable to Employer Securities held by the Trustee, whether or not allocated to Participants' and
Former Participants' Accounts, even if the Plan ceases to be an employee stock ownership plan, as defined in
Section 4975(e)(7) of the Code.


























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ARTICLE IX





PAYMENTS AND DISTRIBUTIONS





9.1          Payments on Termination of Service -
In General.




          All benefits provided under this Plan shall
be funded by the value of a Participant's Account in the Plan.  As soon as practicable after a Participant's
Retirement, Disability, death or other termination of Service, the Administrator shall ascertain the value of his
vested Account, as provided in Article V, and the Administrator shall hold or dispose of the same in accordance
with the following provisions of this Article IX.




9.2          Commencement of Payments.




          (a)          Distributions upon Retirement, Disability or Death.  Upon a Participant's
Retirement, Disability or death, payment of benefits under this Plan shall, unless the Participant otherwise elects (in
accordance with Section 9.3), commence as soon as practicable after the Valuation Date next following the date of
the Participant's Retirement, Disability or death.




          (b)          Distribution following Termination of Service.  Unless a Participant elects
otherwise, if a Participant terminates Service prior to Retirement, Disability or death, he shall be accorded an
opportunity to commence receipt of benefits as soon as practicable after the Valuation Date next following the date
of his termination of Service.  A Participant who terminates Service with an Account balance shall be entitled to
receive from the Administrator a statement of his benefits.  In the event that a Participant elects not to commence
receipt of distribution in accordance with this Section 9.2(b) after the Participant incurs a Break, the Administrator
may transfer his vested Account balance to a distribution account.  If a Participant's vested Account balance does
not exceed $5,000 ($3,500 prior to May 20, 1999), the Plan Administrator shall distribute his Account balance as
soon as administratively feasible without the consent of the Participant or his spouse.  For distributions occurring on
or after January 1, 2002, the preceding sentence shall be applied without regard to the value of a Participant's
Rollover Account.




          (c)          Distribution of Accounts Greater Than $5,000.  If the value of a Participant's
vested Account balance exceeds $5,000 ($3,500 prior to May 20, 1999), and the vested Account balance is
immediately distributable, the Participant must consent to any distribution of such vested Account balance.  For
distributions occurring on or after January 1, 2002, the preceding sentence shall be applied without regard to the
value of a Participant's Rollover Account. The Plan Administrator shall notify the Participant of the right to defer
any distribution until the Participant's vested Account balance is no longer immediately distributable.  The consent
of the Participant shall not be required to the extent that a distribution is required to satisfy Code Section 401(a)(9)
or Code Section 415. 




9.3          Mandatory Commencement of
Benefits.




          (a)          Unless a Participant elects otherwise, in writing, distribution of benefits will
begin no later than the 60th day after the latest to occur of the close of the Plan Year in which (i) the Participant
attains age 65, (ii) the tenth anniversary of the Plan Year in which the Participant commenced participation, or (iii)
the Participant terminates Service with the Employer and all Related Employers.




          (b)          As of the first distribution calendar year, distributions, if not made in a lump
sum, may be made only over one of the following periods (or a combination thereof):




                    (i)          the life
of the Participant,




                    (ii)          the life
of the Participant and the designated Beneficiary,








- 39 -















                    (iii)          a
period certain not extending beyond the life expectancy of the Participant, or




                    (iv)          a
period certain not extending beyond the joint and last survivor expectancy of the Participant and a designated
Beneficiary.




          (c)          If the Participant's interest is to be distributed in other than a lump sum, the
following minimum distribution rules shall apply on or after the required beginning date:




                      (i)          If a
Participant's benefit is to be distributed over (1) 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 (2) 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.




                     (ii)          For
calendar years beginning after December 31, 1988, the amount to be distributed each year, beginning with
distributions for the first distribution calendar year, shall not be less than the quotient obtained by dividing the
Participant's Account balance by the lesser of (1) the applicable life expectancy, or (2) if the Participant's spouse is
not the designated Beneficiary, the applicable divisor determined from the table set forth in Q&A-4 of section
1.401(a)(9)-2 of the Proposed Regulations.  Distributions after the death of the Participant shall be distributed using
the applicable life expectancy in subsection (iii) of Section 9.3(b) above as the relevant divisor without regard to
Proposed Regulations section 1.401(a)(9)-2.




                    (iii)          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 the distribution calendar year.




          (d)          If a Participant dies after a distribution has commenced in accordance with
Section 9.3(b) but before his entire interest has been distributed to him, the remaining portion of such interest shall
be distributed to his Beneficiary at least as rapidly as under the method of distribution in effect as of the date of his
death.




          (e)          If a Participant shall die before the distribution of his Account balance has
begun, the entire Account balance shall be distributed by December 31 of the calendar year containing the fifth
anniversary of the death of the Participant, except in the following events:




                    (i)          If any
portion of the Participant's Account balance is payable to (or for the benefit of) a designated Beneficiary over a
period not extending beyond the life expectancy of such Beneficiary and such distributions begin not later than
December 31 of the calendar year immediately following the calendar year in which the Participant died; or




                    (ii)          If any
portion of the Participant's Account balance is payable to (or for the benefit of) the Participant's spouse over a
period not extending beyond the life expectancy of such spouse and such distributions begin no later than December
31 of the calendar year in which the Participant would have attained age 70-1/2.




          If the Participant has not made a
distribution election by the time of his death, the Participant's designated Beneficiary shall elect the method of
distribution no later than the earlier of (1) December 31 of the calendar year in which distributions would be
required to begin under this Article or (2) December 31 of the calendar year which contains the fifth anniversary of
the date of death of the Participant.  If the Participant has no designated Beneficiary, or if the designated
Beneficiary does not elect a method of distribution, distribution of the Participant's








- 40 -















entire interest shall be completed by December 31 of the calendar year containing the fifth anniversary of the
Participant's death. 




          (f)          For purposes of this Article, the life expectancy of a Participant and his spouse
may be redetermined but not more frequently than annually.  The life expectancy (or joint and last survivor
expectancy) shall be calculated using the attained age of the Participant (or designated Beneficiary) as of the
Participant's (or designated Beneficiary's) birthday in the applicable calendar year reduced by one for each calendar
year which has elapsed since the date life expectancy was first calculated.  If life expectancy is being recalculated,
the applicable life expectancy shall be the life expectancy as so recalculated.  The applicable calendar year shall be
the first distribution calendar year, and if life expectancy is being recalculated, such succeeding calendar year.
Unless otherwise elected by the Participant (or his spouse, if applicable) by the time distributions are required to
begin, life expectancies shall be recalculated annually.  Any election not to recalculate shall be irrevocable and shall
apply to all subsequent years.  The life expectancy of a nonspouse Beneficiary may not be recalculated.




          (g)          For purposes of Section 9.3(b) and 9.3(e), any amount paid to a child shall be
treated as if it had been paid to a surviving spouse if such amount will become payable to the surviving spouse upon
such child reaching majority (or other designated event permitted under regulations).




          (h)          For distributions beginning before the Participant's death, the first distribution
calendar year is the calendar year immediately preceding the calendar year which contains the Participant's required
beginning date.  For distributions beginning after the Participant's death, the first distribution calendar year is the
calendar year in which distributions are required to begin pursuant to this
Article.          




          (i)          The Plan will apply the minimum distribution requirements of Section 401(a)(9)
of the Internal Revenue Code in accordance with the regulations under Section 401(a)(9) of the Code that were
proposed in January, 2001, notwithstanding any provision of the Plan to the contrary.  This amendment shall
continue in effect until the end of the last calendar year beginning before the effective date of the final regulations
under section 401(a)(9) or such other date specified in guidance published by the Internal Revenue Service. 




          (j)          If a Participant's benefits have commenced to be paid under this Section 9.3, but
are no longer required to be distributed on account of the change in the definition of the Required Beginning Date
pursuant to Section 9.4, then such distributions may be ceased.  The manner and timing of the cessation of such
mandatory distributions shall be determined under the final regulations under Section 401(a)(9) of the Code or as
specified in guidance published by the Internal Revenue Service. 




9.4          Required Beginning Dates.




          (a)          General Rule. The required beginning date of a Participant is the first day of
April of the calendar year following the calendar year in which the Participant attains age 70-1/2.  Effective May
19,1999, the required beginning date of a Participant who is not a 5-percent owner shall be April 1 of the calendar
year following the later of either:  (i) the calendar year in which the Participant attains age 70-1/2, or (ii) the
calendar year in which the Participant retires.




          (b)          5-percent Owner.  A Participant is treated as a 5-percent owner for purposes of
this section if such Participant is a 5-percent owner as defined in section 416(i) of the Code (determined in
accordance with section 416 but without regard to whether the plan is top-heavy) at any time during the Plan Year
ending with or within the calendar year in which such owner attains age 66-1/2 or any subsequent Plan Year.  Once
distributions have begun to a 5-percent owner under this section, they must continue to be distributed, even if the
Participant ceases to be a 5-percent owner in a subsequent year.






- 41 -















9.5          Form of Payment.




          (a)          Each Participant's Account balance shall be distributed in one of the following
methods, as the Participant shall designate on a form provided by the Administrator:




                    (1)  A lump sum payment; provided, however, that the Administrator may not
distribute a lump sum when the present value of a Participant's total Account balance is in excess of $5,000 without
the Participant's consent.  This form of payment shall be the normal form of distribution.




                    (2)          Substantially equal monthly, quarterly, semi-annual or annual installments for a term certain but not to exceed, in any event,
the life expectancy of the Participant or the joint life expectancies of the Participant and his spouse, if any,
determined as of the date that payment of benefits commences.  Notwithstanding the foregoing, in the event that a
Participant elects to receive installment payments, the Participant must receive at least a minimum distribution for
each year during the installment period starting with the year that required distributions must commence pursuant to
Section 9.4, calculated according to Sections 1.409-2(b)(6)(iii)-(vi) of the Treasury Regulations (as the same may be
amended, or any successor regulation).  In determining the quotient described in Section 1.409-2(b)(6)(v) of the
Treasury Regulations for purposes of distributions that must commence not later than the close of the taxable year in
which the Participant retires, the taxable year in which the Participant retires shall be substituted for the taxable year
in which the Participant attains age 70-1/2 and the age the Participant has attained (counted in whole years) on the
date the Participant retires shall be substituted for age 70.  




          If distribution is made in the form of
installments, the Participant's Accounts may be transferred to separate distribution accounts in his name, and the
Trustee may, but shall not be required to, segregate the Participant's distribution account that is not invested in
Employer Securities and invest and reinvest any such amount so segregated in federally insured savings accounts,
subject to Section 9.9.




          Effective June 1, 2002, except as required
to satisfy the requirements of Section 9.3, all distributions under the Plan shall be in the form of a lump sum. 




9.6          Payments Upon Termination of Plan.




          Upon termination of this Plan pursuant to
Sections 13.2, 13.4, 13.5 or 13.6, the Administrator shall continue to perform its duties and the Trustee shall make
all payments upon the following terms, conditions and provisions:  The Account balance of each affected
Participant and Former Participant shall continue to be fully vested and nonforfeitable; the Account balance of all
Participants and Former Participants shall be determined within 60 days after such termination, and the
Administrator shall have the same powers to direct the Trustee in making payments as contained in Sections 9.1 and
13.5.




9.7          Distributions Pursuant to Qualified
Domestic Relations Orders.




          Upon receipt of a domestic relations
order, the Administrator shall promptly notify the Participant and any alternate payee of receipt of the order and the
Plan's procedure for determining whether the order is a Qualified Domestic Relations Order.  While the issue of
whether a domestic relations order is a Qualified Domestic Relations Order is being determined, if the benefits
would otherwise be paid, the Administrator shall segregate in a separate account in the Plan the amounts that would
be payable to the alternate payee during such period if the order were a Qualified Domestic Relations Order.  If
within 18 months the order is determined to be a Qualified Domestic Relations Order, the amounts so segregated,
along with the interest or investment earnings attributable thereto, shall








- 42 -















be paid to the alternate payee.  Alternatively, if within 18 months, it is determined that the order is not a Qualified
Domestic Relations Order or if the issue is still unresolved, the amounts segregated under this Section 9.7, with the
earnings attributable thereto, shall be paid to the Participant or Beneficiary who would have been entitled to such
amounts if there had been no order.  The determination as to whether the order is qualified shall be applied
prospectively.  Thus, if the Administrator determines that the order is a Qualified Domestic Relations Order after
the 18-month period, the Plan shall not be liable for payments to the alternative payee for the period before the order
is determined to be a Qualified Domestic Relations Order.  As soon as the order is determined to be a Qualified
Domestic Relations Order, and if the order provides for the distribution of assets prior to the termination of the
employment of the Participant or attainment by the Participant of his Early Retirement Date, the Administrator shall,
as soon as administratively feasible, make distribution to the alternate payee in accordance with the terms of such
order.  Such a distribution is a form of benefit explicitly provided for under this Plan and shall not violate Section
414(p)(3) of the Code and shall be deemed consistent with Section 414(p)(10) of the Code.




9.8          Cash-Out Distributions.




          If a Participant receives a distribution of
his entire Account balance because of the termination of his participation in the Plan, the Plan shall disregard a
Participant's Service with respect to which such cash-out distribution shall have been made, in computing his
Account balance in the event that a Former Participant shall again become an Employee and become eligible to
participate in the Plan.  Such a distribution shall be deemed to be made on termination of participation in the Plan if
it is made not later than the close of the second Plan Year following the Plan Year in which such termination occurs.




9.9          ESOP Distribution Rules.




          Notwithstanding any provision of this
Article IX to the contrary, the distribution of a Participant's Employee Stock Ownership Account (unless the
Participant elects otherwise in writing) shall commence as soon as administratively feasible as of the first Valuation
Date coincident with or next following his death, Disability or termination of Service, but not later than 1 year after
the close of the Plan Year in which the Participant separates from Service by reason of the attainment of his Normal
Retirement Date, Disability, death or separation from Service.  As of the close of the Plan Year in which a
Participant separates from Service, the Employer Securities allocated to such Participant's Employee Stock
Ownership Account shall be segregated for investment purposes and on the books and records of the Plan.  Such a
Participant shall be credited with the Employer Securities allocated to his Employee Stock Ownership Account as of
the aforesaid date and shall remain so credited until the commencement of distributions to him.  In addition, all
distributions hereunder shall, to the extent that the Participant's Account is invested in Employer Securities, be made
in the form of Employer Securities or cash, or a combination of Employer Securities and cash, in the discretion of
the Administrator, subject to the Participant's right to demand Employer Securities in accordance with Section 8.1.
Fractional shares, however, may be distributed in the form of cash.   




9.10          Withdrawals on Account of Financial
Hardship




          (a)          Immediate and Heavy Financial Need.  A Participant may make a withdrawal
from his or her 401(k) Contributions Account (other than that portion of his 401(k) Contributions Account
attributable to income) in the event of an immediate and heavy financial need arising from:




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








- 43 -















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




                              (3)          the payment of tuition and related educational
fees and room and board expenses for the next 12 consecutive months of post-secondary education for the
Participant or his or her spouse, children or dependents (as defined in Code Section 152); or




                              (4)          payments necessary to prevent the eviction of the
Participant from his or her principal residence or foreclosure on the mortgage on that principal residence.




The Administrator's determination of whether there is an immediate and heavy financial need as defined above shall
be made solely on the basis of written evidence furnished by the Participant.  Such evidence must also indicate the
amount of such need.




          (b)          Distribution of Amount Necessary to Meet Need.  As soon as practicable after
the Administrator's determination that an immediate and heavy financial need exists with respect to the Participant
and that the Participant has obtained all other distributions (other than hardship distributions) and all nontaxable
loans currently available under the Plan and all other plans maintained by the Employer and all Related Employers,
the Administrator will direct the Trustee to pay to the Participant the amount necessary to meet the need created by
the hardship (but not in excess of the value of the Participant's Account, determined as of the Valuation Date
immediately preceding the Administrator's determination).  The amount necessary to meet the need may include any
amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to result from
the distribution. 




          (c)          Effect of Hardship Distribution.  If a Participant receives a hardship distribution
from his or her 401(k) Contributions Account, then any 401(k) Contribution election, or any other cash-or-deferred
or employee contribution election in effect with respect to the Participant under the Plan or any other plan
maintained by the Employer or any Related Employer (including a stock purchase plan and any other plan set forth
in Regs. Section 1.401(k)-1(d)(2)(iv)(B)(4)) shall be suspended for the 12 consecutive month period (6 consecutive
month period, for hardship distributions occurring on or after January 1, 2002) beginning with the date the
Participant receives the distribution, and the amount of the 401(k) Contribution made for the benefit of the
Participant, together with any elective deferrals made on behalf of the Participant under any other plan maintained
by the Employer or any Related Employer for the calendar year immediately following the calendar year of the
hardship distribution shall not exceed the applicable limit under Section 402(g) for such next calendar year, less the
amount of such contributions made on behalf of the Participant for the calendar year of the hardship distribution.




          (d)          Limitation of Withdrawable Amount.  In the event that there is allocated to a
Participant's Account a promissory note with respect to a loan made from the Plan, the maximum amount of cash
that may be withdrawn from the Account prior to the Participant's separation from Service shall be determined
without regard to the value of such note.  In the event that a hardship distribution is made, a Participant's 401(k)
Contribution shall be suspended for at least 12 consecutive months.  At the election of such Participant, after such
12 consecutive month period shall have elapsed, such Participant shall be permitted to recommence 401(k)
Contributions prospectively as of the first day of any following calendar month.




9.11          Direct Rollover.




          (a)          Notwithstanding any provision of the Plan to the contrary that would otherwise
limit a distributee's election under this Article IX, a distributee may elect, at the time and in the manner prescribed
by the 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."








- 44 -















          (b)          For purposes of this Section 9.11, an "eligible rollover distribution" is any
distribution of all or any portion of the balance to the credit of the distributee, except that an "eligible rollover
distribution" does not include: (1) any distribution that is one of a series of substantially equal periodic payments
(not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint
life expectancies) of the distributee and the distributee's designated Beneficiary, or for a specified period of ten
years or more; (2) any distribution to the extent such distribution is required under section 401(a)(9) of the Code;
and (3) the portion of any distribution that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to Employer Securities).  Effective January 1, 2000, the term
"eligible rollover distribution" shall not include hardship distributions as defined in Section 401(k)(2)(B)(i)(IV) of
the Code which are attributable to the Participant's 401(k) Contributions under Regulation Section 1.401(k)-1(d)(2)(iii).




          (c)          For purposes of this Section 9.11, an "eligible retirement plan" is an individual
retirement account described in section 408(a) of the Code, an individual retirement annuity described in section
408(b) of the Code, an annuity plan described in section 403(a) of the Code, or 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 of a Participant, an "eligible retirement plan" is an individual
retirement account or individual retirement annuity.  Effective for distributions occurring on or after January 1,
2002, an eligible retirement plan shall also mean an annuity contract described in section 403(b) of the Code and an
eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for
amounts transferred into such plan from this plan.  The definition of eligible retirement plan shall also apply in the
case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a
qualified domestic relation order, as defined in section 414(p) of the Code.




          (d)          For purposes of this Section 9.11, a distributee includes a Participant or Former
Participant.  In addition, the Participant's or Former Participant's surviving spouse and the Participant's or Former
Participant's spouse or former spouse who is the alternate payee under a Qualified Domestic Relations Order are
"distributees" with regard to the Participant's or Former Participant's Account balance.




          (e)          For purposes of this Section 9.11, a "direct rollover" is a payment by the Plan to
the "eligible retirement plan" specified by the distributee.




9.12          Limitations on Distributions from
401(k) Contributions Account.




          Any amount credited to a Participant's
401(k) Contributions Account shall not be distributed before the occurrence of any one of the following events:




          (a)  The Employee's Retirement, death,
Disability, or separation from Service (severance from employment, for distributions occurring on or after January
1, 2002); 




          (b)  The Employee's attainment of age 59-1/2 or the Employee's financial hardship, as set forth in Section 9.10; or




          (c)  The termination of the Plan.




9.13          Waiver of 30-day Notice.




          If a distribution is one to which Sections
401(a)(11) and 417 of the Code do not apply, such distribution may commence less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that: (1) the Administrator
clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice
to consider the decision of whether or not to elect a






- 45 -















distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the notice,
affirmatively elects a distribution.




9.14          Re-employed Veterans.  




          Notwithstanding any provision of the Plan
to the contrary, contributions, benefits, Plan loan repayment suspensions and Service credit with respect to qualified
military service will be provided in accordance with Code Section 414(u).




9.15          Share Legend.




          Employer Securities held or distributed by
the Trustee may include such legend restrictions on transferability as the Employer may reasonably require in order
to assure compliance with applicable Federal and State securities and other laws.
































- 46 -















ARTICLE X





PROVISIONS RELATING TO TOP-HEAVY PLANS





10.1          Top-Heavy Rules to Control.




          Anything contained in this Plan to the
contrary notwithstanding, if for any Plan Year the Plan is a top-heavy plan, as determined pursuant to Section 416
of the Code, then the Plan shall meet the requirements of this Article X for such Plan Year.




10.2          Top-Heavy Plan Definitions.




          Unless a different meaning is plainly
implied by the context, the following terms as used in this Article X shall have the following meanings:




          (a)          "Accrued Benefit" shall mean the account balances or accrued benefits of an
Employee, calculated pursuant to Section 10.3.




          (b)          "Determination Date" shall mean, with respect to any particular Plan Year of this
Plan, the last day of the preceding Plan Year (or, in the case of the first Plan Year of the Plan, the last day of the
first Plan Year).  In addition, the term "Determination Date" shall mean, with respect to any particular plan year of
any plan (other than this Plan) in a Required Aggregation Group or a Permissive Aggregation Group, the last day of
the plan year of such plan which falls within the same calendar year as the Determination Date for this Plan.




          (c)          "Employer" shall mean the Employer (as defined in Section 1.1(u)) and any
entity which is (1) a member of a controlled group including such Employer, while it is a member of such controlled
group (within the meaning of Section 414(b) of the Code), (2) in a group of trades or businesses under common
control with such Employer, while it is under common control (within the meaning of Section 414(c) of the Code),
and (3) a member of an affiliated service group including such Employer, while it is a member of such affiliated
service group (within the meaning of Section 414(m) of the Code).




          (d)          "Key Employee" shall mean any Employee or former Employee (or any
Beneficiary of such Employee or former Employee, as the case may be) who, at any time during the Plan Year or
during the 4 immediately preceding Plan Years, is one of the following:




                    (1)  An officer of the Employer who has compensation greater than 50% of the
amount in effect under Code  415(b)(1)(A) for the Plan Year; provided, however, that no more than 50 Employees
(or, if lesser, the greater of 3 or 10% of the Employees) shall be deemed officers;




                    (2)  One of the 10 Employees having annual compensation (as defined in Section
415 of the Code) in excess of the limitation in effect under Section 415(c)(1)(A) of the Code, and owning (or
considered as owning, within the meaning of Section 318 of the Code) the largest interests in the Employer;




                    (3)  Any Employee owning (or considered as owning, within the meaning of Section
318 of the Code) more than 5% of the outstanding stock of the Employer or stock possessing more than 5% of the
total combined voting power of all stock of the Employer; or




                    (4)  Any Employee having annual compensation (as defined in Section 415 of the
Code) of more than $150,000 and who would be described in Section 10.2(d)(3) if "1%" were substituted for "5%"
wherever the latter percentage appears.








- 47 -















          For purposes of applying Section 318 of
the Code to the provisions of this Section 10.2(d), Section 318(a)(2)(C) of the Code shall be applied by substituting
"5%" for "50%" wherever the latter percentage appears.  In addition, for purposes of this Section 10.2(d), the
provisions of Section 414(b), (c) and (m) shall not apply in determining ownership interests in the Employer.
However, for purposes of determining whether an individual has compensation in excess of $150,000, or whether
an individual is a Key Employee under Section 10.2(d)(1) and (2), compensation from each entity required to be
aggregated under Sections 414(b), (c) and (m) of the Code shall be taken into account.  Notwithstanding anything
contained herein to the contrary, all determinations as to whether a person is or is not a Key Employee shall be
resolved by reference to Section 416 of the Code and any rules and regulations promulgated thereunder.




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




          (e)          "Non-Key Employee" shall mean any Employee or former Employee (or any
Beneficiary of such Employee or former Employee, as the case may be) who is not considered to be a Key
Employee with respect to this Plan.




          (f)          "Permissive Aggregation Group" shall mean all plans in the Required Aggregation
Group and any other plans maintained by the Employer which satisfy Sections 401(a)(4) and 410 of the Code when
considered together with the Required Aggregation Group.




          (g)          "Required Aggregation Group" shall mean each plan (including any terminated
plan) of the Employer in which a Key Employee is (or in the case of a terminated plan, had been) a Participant in the
Plan Year containing the Determination Date or any of the 4 preceding Plan Years, and each other plan of the
Employer which enables any plan of the Employer in which a Key Employee is a Participant to meet the
requirements of Sections 401(a)(4) and 410 of the Code.




10.3          Calculation of Accrued Benefits.




          (a)          An Employee's Accrued Benefit shall be equal to:




                    (1)          With
respect to this Plan or any other defined contribution plan (other than a defined contribution pension plan) in a
Required Aggregation Group or a Permissive Aggregation Group, the Employee's account balances under the
respective plan, determined as of the most recent plan valuation date within a 12-month period ending on the
Determination Date, including contributions actually made after the valuation date but before the Determination
Date (and, in the first plan year of a plan, also including any contributions made after the Determination Date which
are allocated as of a date in the first plan year).




                    (2)          With
respect to any defined contribution pension plan in a Required Aggregation Group or a Permissive Aggregation
Group, the Employee's account balances under the plan, determined as of the most recent plan valuation date within
a 12-month period ending on the Determination Date, including contributions which have not actually been made,
but which are due to be made as of the Determination Date.






- 48 -















                    (3)          With
respect to any defined benefit plan in a Required Aggregation Group or a Permissive Aggregation Group, the
present value of the Employee's accrued benefits under the plan, determined as of the most recent plan valuation
date within a 12-month period ending on the Determination Date, pursuant to the actuarial assumptions used by
such plan, and calculated as if the Employee terminated Service under such plan as of the valuation date (except
that, in the first plan year of a plan, a current Participant's estimated Accrued Benefit as of the Determination Date
shall be taken into account).




                    (4)          If any
individual has not performed services for the Employer maintaining the Plan at any time during the 5-year period
ending on the Determination Date, any Accrued Benefit for such individual shall not be taken into account.
Effective for Plan Years commencing on or after January 1, 2002, the Accrued Benefits of an Employee as of the
Determination Date shall be increased by the distributions made with respect to the Employee under the Plan and
any plan aggregated with the Plan under section 416(g)(2) of the Code during the 1-year period ending on the
Determination Date.  The preceding sentence shall also apply to distributions under a terminated plan which, had it
not been terminated, would have been aggregated with the Plan under section 416(g)(2)(A)(i) of the Code.  In the
case of a distribution made for a reason other than separation from service, death, or disability, this provision shall
be applied by substituting "5-year period" for "1-year period".




          (b)          The Accrued Benefit of any Employee shall be further adjusted as follows:




                    (1)          The
Accrued Benefit shall be calculated to include all amounts attributable to both Employer and Employee
contributions, but shall exclude amounts attributable to voluntary deductible Employee contributions, if any.




                    (2)          The
Accrued Benefit shall be increased by the aggregate distributions made with respect to an Employee under the plan
or plans, as the case may be, during the 5-year period ending on the Determination Date.




                    (3)          Rollover and direct plan-to-plan transfers shall be taken into account as follows:




                              (A)          If the transfer is initiated by the Employee and
made from a plan maintained by one employer to a plan maintained by another unrelated employer, the transferring
plan shall continue to count the amount transferred; 




                              (B)          If the transfer is not initiated by the Employee or
is made between plans maintained by related employers, the transferring plan shall no longer count the amount
transferred; the receiving plan shall count the amount transferred.




          (c)          If any individual has not performed services for the Employer at any time during
the 5-year period ending on the Determination Date, any Accrued Benefit for such individual (and the account of
such individual) shall not be taken into account.




10.4          Determination of Top-Heavy Status.




          This Plan shall be considered to be a top-heavy plan for any Plan Year if, as of the Determination Date, the value of the Accrued Benefits of Key Employees
exceeds 60% of the value of the Accrued Benefits of all eligible Employees under the Plan.  Notwithstanding the
foregoing, if the Employer maintains any other qualified plan, the determination of whether this Plan is top-heavy
shall be made after aggregating all other plans of the Employer in the Required Aggregation Group and, if desired
by the Employer as a means of avoiding top-heavy status, after aggregating any other plan of the Employer in the
Permissive Aggregation Group.  If the required Aggregation






- 49 -















Group is top-heavy, then each plan contained in such group shall be deemed to be top-heavy, notwithstanding that
any particular plan in such group would not otherwise be deemed to be top-heavy.  Conversely, if the Permissive
Aggregation Group is not top-heavy, then no plan contained in such group shall be deemed to be top-heavy,
notwithstanding that any particular plan in such group would otherwise be deemed to be top-heavy.  In no event
shall a plan included in a top-heavy Permissive Aggregation Group be deemed a top-heavy plan unless such plan is
also included in a top-heavy Required Aggregation Group.




10.5          Determination of Super Top-Heavy
Status.




          The Plan shall be considered to be a super
top-heavy plan if, as of the Determination Date, the Plan would meet the test specified in Section 10.4 above for
classification as a top-heavy plan, except that "90%" shall be substituted for "60%" whenever the latter percentage
appears.




10.6          Minimum Contribution.




          (a)          For any Plan Year in which the Plan is top-heavy, each Non-Key Employee who
has met the age and service requirements, if any, contained in the Plan, shall be entitled to a minimum contribution
(which may include forfeitures otherwise allocable) equal to a percentage of such Non-Key Employee's
compensation (as defined in Section 415 of the Code) as follows:




                    (1)          If the
Non-Key Employee is not covered by a defined benefit plan maintained by the Employer, then the minimum
contribution under this Plan shall be 3% of such Non-Key Employee's compensation.




                    (2)          If the
Non-Key Employee is covered by a defined benefit plan maintained by the Employer, then the minimum
contribution under this Plan shall be 5% of such Non-Key Employee's compensation.




          (b)          Notwithstanding the foregoing, the minimum contribution otherwise allocable to
a Non-Key Employee under this Plan shall be reduced in the following circumstances:




                    (1)          The
percentage minimum contribution required under this Plan shall in no event exceed the percentage contribution
made for the Key Employee for whom such percentage is the highest for the Plan Year after taking into account
contributions under other defined contribution plans in this Plan's Required Aggregation Group; provided, however,
that this Section 10.7(b)(1) shall not apply if this Plan is included in a Required Aggregation Group and this Plan
enables a defined benefit plan in such Required Aggregation Group to meet the requirements of Section 401(a)(4)
or 410 of the Code.




                    (2)          No
minimum contribution shall be required (or the minimum contribution shall be reduced, as the case may be) for a
Non-Key Employee under this Plan for any Plan Year if the Employer maintains another qualified plan under which
a minimum benefit or contribution is being accrued or made on account of such Plan Year, in whole or in part, on
behalf of the Non-Key Employee, in accordance with Section 416(c) of the Code.




          (c)          For purposes of this Section 10.6, there shall be disregarded (1) any Employer
contributions attributable to a salary reduction or similar arrangement, or (2) any Employer contributions to or any
benefits under Chapter 21 of the Code (relating to the Federal Insurance Contributions Act), Title II of the Social
Security Act, or any other federal or state law.




          (d)          For purposes of this Section 10.6, minimum contributions shall be required to be
made on behalf of only those Non-Key Employees, as described in Section 10.7(a), who have not terminated
Service as of the last day of the Plan Year.  If a Non-Key Employee is otherwise entitled to receive a minimum
contribution pursuant to








- 50 -















this Section 10.6(d), the fact that such Non-Key Employee failed to complete 1,000 Hours of Service or failed to
make any mandatory or elective contributions under this Plan, if any are so required, shall not preclude him from
receiving such minimum contribution.




          (e)          Matching contributions shall be taken into account for purposes of satisfying the
minimum contribution requirements of section 416(c)(2) of the Code and the Plan.  The preceding sentence shall
apply with respect to matching contributions under the Plan or, if the plan provides that the minimum contribution
requirement shall be met in another plan, such other plan.  Matching contributions that are used to satisfy the
minimum contribution requirements shall be treated as matching contributions for purposes of the actual
contribution percentage test and other requirements of section 401(m) of the Code.




10.7          Vesting.




          (a)          For any Plan Year in which the Plan is a top-heavy plan, a Participant's Account
Balance (except for his 401(k) Contributions Account or any other Account that is subject to more rapid vesting)
shall continue to vest according to the following schedule:




          Years of Service Completed
  Percentage Vested




                    Less than 3
                                        0%


                    3 or
more                                        100%




          (b)          For purposes of Section 10.6(a), the term "year of service" shall have the same
meaning as Year of Vesting Service, and as modified by Section 3.2.




          (c)          If for any Plan Year the Plan becomes top-heavy and the vesting schedule set
forth in Section 10.6(a) becomes effective, then, even if the Plan ceases to be top-heavy in any subsequent Plan
Year, the vesting schedule set forth in Section 10.6(a) shall remain applicable with respect to any Participant who
has completed 3 or more Years of Service.




10.8          Maximum Benefit Limitation.




          For any Plan Year in which the Plan is a
top-heavy plan, Section 5.6(d)(1)(B)(i) and Section 5.6(d)(2)(B)(i) shall be read by substituting "1.0" for "1.25"
wherever the latter figure appears.  This Section 10.8 shall not apply for Limitation Years commencing on or after
January 1, 2000.














- 51 -















ARTICLE XI





ADMINISTRATION





11.1          Appointment of Administrator.




          This Plan shall be administered by a
committee consisting of up to 5 persons, whether or not Employees or Participants, who shall be appointed from
time to time by the Board of Directors to serve at its pleasure.  The Sponsor may require that each person appointed
as an Administrator shall signify his acceptance by filing an acceptance with the Sponsor.  The term
"Administrator" as used in this Plan shall refer to the members of the committee, either individually or collectively,
as appropriate.  The authority to control and manage the operation and administration of the Plan is vested in the
Administrator appointed by the Board of Directors. The Administrator shall have the rights, duties and obligations
of an "administrator," as that term is defined in section 3(16)(A) of the Act, and of a "plan administrator," as that
term is defined in Section 414(g) of the Code.  In the event that the Sponsor shall elect not to appoint any
individuals to constitute a committee to administer the Plan, the Sponsor shall serve as the Administrator hereunder.




11.2          Resignation or Removal of
Administrator.




          An Administrator shall have the right to
resign at any time by giving notice in writing, mailed or delivered to the Sponsor and to the Trustee.  Any
Administrator who was an employee of the Employer at the time of his appointment shall be deemed to have
resigned as an Administrator upon his termination of Service.  The Board of Directors may, in its discretion, remove
any Administrator with or without cause, by giving notice in writing, mailed or delivered to the Administrator and to
the Trustee.




11.3          Appointment of Successors:  Terms
of Office, Etc.




          Upon the death, resignation or removal of
an Administrator, the Sponsor may appoint, by Board of Directors' resolution, a successor or successors.  Notice of
termination of an Administrator and notice of appointment of a successor shall be made by the Sponsor in writing,
with copies mailed or delivered to the Trustee, and the successor shall have all the rights and privileges and all of
the duties and obligations of the predecessor.




11.4          Powers and Duties of Administrator.




          The Administrator shall have the
following duties and responsibilities in connection with the administration of this Plan:




          (a)          To promulgate and enforce such rules, regulations and procedures as shall be
proper for the efficient administration of the Plan, such rules, regulations and procedures to apply uniformly to all
Employees, Participants and Beneficiaries;




          (b)          To exercise discretion in determining all questions arising in the administration,
interpretation and application of the Plan, including questions of eligibility and of the status and rights of
Participants, Beneficiaries and any other persons hereunder;




          (c)          To decide any dispute arising hereunder strictly in accordance with the terms of
the Plan; provided, however, that no Administrator shall participate in any matter involving any questions relating
solely to his own participation or benefits under this Plan;




          (d)          To advise the Employer and the Trustee regarding the known future needs for
funds to be available for distribution in order that the Trustee may establish investments accordingly;








- 52 -















          (e)          To correct defects, supply omissions and reconcile inconsistencies to the extent
necessary to effectuate the Plan;




          (f)          To advise the Employer of the maximum deductible contribution to the Plan for
each fiscal year;




          (g)          To direct the Trustee concerning all payments which shall be made out of the
Fund pursuant to the provisions of this Plan;




          (h)          To advise the Trustee on all terminations of Service by Participants, unless the
Employer has so notified the Trustee;




          (i)          To confer with the Trustee on the settling of any claims against the Fund;




          (j)          To make recommendations to the Board of Directors with respect to proposed
amendments to the Plan and the Trust Agreement;




          (k)          To file all reports with government agencies, Employees and other parties as may
be required by law, whether such reports are initially the obligation of the Employer, the Plan or the Trustee; and




          (l)          To have all such other powers as may be necessary to discharge its duties
hereunder.




          Reasonable discretion is granted to the
Administrator to interpret the Plan and to determine the benefits, rights and privileges of Participants, Beneficiaries
or other persons affected by this Plan.  The Administrator shall exercise reasonable discretion under the terms of
this Plan and shall administer the Plan strictly in accordance with its terms, such administration to be exercised
uniformly so that all persons similarly situated shall be similarly treated.




11.5          Action by Administrator.




          The Administrator may elect a Chairman
and Secretary from among its members and may adopt rules for the conduct of its business.  A majority of the
members then serving shall constitute a quorum for the transaction of business.  All resolutions or other action taken
by the Administrator shall be by vote of a majority of those present at such meeting and entitled to vote.
Resolutions may be adopted or other action taken without a meeting upon written consent signed by at least a
majority of the members.  All documents, instruments, orders, requests, directions, instructions and other papers
shall be executed on behalf of the Administrator by either the Chairman or the Secretary of the Administrator, if
any, or by any member or agent of the Administrator duly authorized to act on the Administrator's behalf.




11.6          Participation by Administrator.




          No member of the committee constituting
the Administrator shall be precluded from becoming a Participant in the Plan if he would be otherwise eligible, but
he shall not be entitled to vote or act upon matters or to sign any documents relating specifically to his own
participation under the Plan, except when such matters or documents relate to benefits generally.  If this
disqualification results in the lack of a quorum, then the Board of Directors shall appoint a sufficient number of
temporary members of the committee constituting the Administrator who shall serve for the sole purpose of
determining such a question.




11.7          Agents.




          The Administrator may employ agents and
provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it deems necessary to
perform its duties under this Plan.  The cost of such services and








- 53 -















all other expenses incurred by the Administrator in connection with the administration of the Plan shall be paid from
the Fund, unless paid by the Employer.




11.8          Allocation of Duties.




          The duties, powers and responsibilities
reserved to the Administrator may be allocated among its members so long as such allocation is pursuant to written
procedures adopted by the Administrator, in which case, except as may be required by the Act, no Administrator
shall have any liability, with respect to any duties, powers or responsibilities not allocated to him, for the acts of
omissions of any other Administrator.




11.9          Delegation of Duties.




          The Administrator may delegate any of its
duties to any Employees of the Employer, to the Trustee with its consent, or to any other person or firm, provided
that the Administrator shall prudently choose such agents and rely in good faith on their actions.




11.10          Administrator's Action Conclusive.




          Any action on matters within the authority
of the Administrator shall be final and conclusive except as provided in Article XII.




11.11          Compensation and Expenses of
Administrator.




          No Administrator who is receiving
compensation from the Employer as a full-time employee, as a director or agent, shall be entitled to receive any
compensation or fee for his services hereunder.  Any other Administrator shall be entitled to receive such
reasonable compensation for his services as an Administrator hereunder as may be mutually agreed upon between
the Employer and such Administrator.  Any such compensation shall be paid from the Fund, unless paid by the
Employer.  Each Administrator shall be entitled to reimbursement by the Employer for any reasonable and necessary
expenditures incurred in the discharge of his duties.




11.12          Records and Reports.




          The Administrator shall maintain adequate
records of its actions and proceedings in administering this Plan and shall file all reports and take all other actions as
it deems appropriate in order to comply with the Act, the Code and governmental regulations issued thereunder.




11.13          Reports of Fund Open to
Participants.




          The Administrator shall keep on file, in
such form as it shall deem convenient and proper, all annual reports of the Fund received by the Administrator from
the Trustee, and a statement of each Participant's interest in the Fund as from time to time determined.  The annual
reports of the Fund and the statement of his Account balance, as well as a complete copy of the Plan and the Trust
Agreement and copies of annual reports to the Internal Revenue Service, shall be made available by the
Administrator to the Employer for examination by each Participant during reasonable hours at the office of the
Employer, provided, however, that the statement of a Participant's Account balance shall not be made available for
examination by any other Participant.




11.14          Named Fiduciary.




          The Administrator is the named fiduciary
for purposes of Section 402 of the Act and shall be the designated agent for receipt of service of process on behalf
of the Plan.  It shall use the care and diligence in the performance of its duties under this Plan that are required of
fiduciaries under the Act.  Nothing in this Plan shall








- 54 -















preclude the Employer from purchasing liability insurance to protect the Administrator with respect to its duties
under this Plan.




11.15          Information from Employer.




          The Employer shall promptly furnish all
necessary information to the Administrator to permit it to perform its duties under this Plan.  The Administrator
shall be entitled to rely upon the accuracy and completeness of all information furnished to it by the Employer,
unless it knows or should have known that such information is erroneous.




11.16          Reservation of Rights by Employer.




          Where rights are reserved in this Plan to
the Employer, such rights shall be exercised only by action of the Board of Directors, except where the Board of
Directors, by written resolution, delegates any such rights to one or more officers of the Employer or to the
Administrator.  Subject to the rights reserved to the Board of Directors acting on behalf of the Employer as set forth
in this Plan, no member of the Board of Directors shall have any duties or responsibilities under this Plan, except to
the extent he shall be acting in the capacity of an Administrator or Trustee.




11.17          Liability and Indemnification.




          (a)          To the extent not prohibited by the Act, the Administrator shall not be
responsible in any way for any action or omission of the Employer, the Trustee or any other person in the
performance of their duties and obligations set forth in this Plan and in the Trust Agreement.  To the extent not
prohibited by the Act, the Administrator shall also not be responsible for any act or omission of any of its agents, or
with respect to reliance upon advice of its counsel (whether or not such counsel is also counsel to the Employer or
the Trustee), provided that such agents or counsel were prudently chosen by the Administrator and that the
Administrator relied in good faith upon the action of such agent or the advice of such counsel.




          (b)          The Administrator shall not be relieved from responsibility or liability for any
responsibility, obligation or duty imposed upon it under this Plan or under the Act.  Except for its own gross
negligence, willful misconduct or willful breach of the terms of this Plan, the Administrator shall be indemnified
and held harmless by the Employer against liability or losses occurring by reason of any act or omission of the
Administrator to the extent that such indemnification does not violate the Act or any other federal or state laws.




11.18          Service as Trustee and
Administrator.




          Nothing in this Plan shall prevent one or
more Trustees from serving as Administrator under this Plan.




















- 55 -















ARTICLE XII





CLAIMS PROCEDURE





12.1          Notice of Denial.




          If a Participant or his Beneficiary is
denied any benefits under this Plan, either in whole or in part, the Administrator shall advise the claimant in writing
of the amount of his benefit, if any, and the specific reasons for the denial.  The Administrator shall also furnish the
claimant at that time with a written notice containing:




          (a)          A specific reference to pertinent Plan provisions;




          (b)          A description of any additional material or information necessary for the
claimant to perfect his claim, if possible, and an explanation of why such material or information is needed; and




          (c)          An explanation of the Plan's claim review procedure.




12.2          Right to Reconsideration.




          Within 60 days of receipt of the
information described in 12.1 above, the claimant shall, if he desires further review, file a written request for
reconsideration with the Administrator.




12.3          Review of Documents.




          So long as the claimant's request for
review is pending (including the 60-day period described in Section 12.2 above), the claimant or his duly authorized
representative may review pertinent Plan documents and the Trust Agreement (and any pertinent related documents)
and may submit issues and comments in writing to the Administrator.




12.4          Decision by Administrator.




          A final and binding decision shall be
made by the Administrator within 60 days of the filing by the claimant of his request for reconsideration; provided,
however, that if the Administrator feels that a hearing with the claimant or his representative present is necessary or
desirable, this period shall be extended an additional 60 days.




12.5          Notice by Administrator.




          The Administrator's decision shall be
conveyed to the claimant in writing and shall include specific reasons for the decision, written in a manner
calculated to be understood by the claimant, with specific references to the pertinent Plan provisions on which the
decision is based.  The Administrator's decision shall be binding and conclusive with respect to all persons
interested therein unless the Administrator has no reasonable basis for its decision.












- 56 -















ARTICLE XIII





AMENDMENTS, TERMINATION AND MERGER





13.1          Amendments.




          The Sponsor, by action of the Board of
Directors, reserves the right at any time and from time to time, for any reason and retroactively if deemed necessary
or appropriate by it, to the extent permissible under law, to conform with governmental regulations or other policies,
to amend in whole or in part any or all of the provisions of this Plan, provided that:




          (a)          No amendment shall make it possible for any part of the Fund to be used for, or
diverted to, purposes other than for the exclusive benefit of Participants or their Beneficiaries under the Trust
Agreement, except to the extent provided in Section 4.11;




          (b)          No amendment may, directly or indirectly, reduce the vested portion of any
Participant's Account balance as of the effective date of the amendment or change the vesting schedule with respect
to the future accrual of Employer contributions for any Participants unless each Participant with 3 or more years of
service is permitted to elect to have the vesting schedule in effect before the amendment used to determine his
vested benefit;




          (c)          No amendment may eliminate an optional form of benefit; and.




          (d)          No amendment may increase the duties of the Trustee without its consent.




          Amendments may be made in the form of
Board of Directors' resolutions or separate written document.  Copies of all amendments shall be delivered to the
Trustee.




13.2          Effect of Change In Control




          (a)          In the event of a "change in control" of the Sponsor, as defined in paragraph (d)
below, this Plan shall terminate at the effective time of such change in control.  Nothing in this Plan shall prevent
the Sponsor from becoming a party to such a change in control. 




          (b)          Upon the effective time of a change in control, the Account balances of all
affected Participants and Former Participants shall become fully vested and nonforfeitable, and the Trustee shall
make payments to each Participant and Beneficiary in accordance with Section 9.5, to the extent permitted by law.




          (c)          Notwithstanding any provision of the Plan to the contrary, at and after the
effective time of a change in control, each of the following provisions shall become applicable; provided, however,
that any such provision shall not apply if the Board of Directors determines that such provision would adversely
affect the tax-qualified status of the Plan pursuant to Code Section 401(a), or should not apply for any other reason:




                    (1)          The
Plan shall be interpreted, maintained and operated exclusively for the benefit of those individuals who are
participating in the Plan as of the effective time of the change in control and their Beneficiaries.  Notwithstanding
the provisions of Section 2.1(a), no Employee shall become a Participant for the first time at or after the effective
time of a change in control.




                    (2)          After a
Participant's Retirement, Disability or other termination of Service, such Participant's Account, regardless of its
value, shall not be distributed and shall share in the allocation of the Employee Stock Ownership Contribution and
Investment Adjustments until such time as either (A) the Fund is liquidated in connection with the termination of
the Plan, or (B) the Participant (or his Beneficiary) receives a full










- 57 -















distribution of his Account either upon his election in accordance with Section 9.2(c) or as required in accordance
with Section 8.8, 9.3 or 9.4.




                    (3)          Upon
the termination of the Plan, Employer Securities that are allocated to the Exempt Loan Suspense Account and that
are not used to repay an Exempt Loan shall be allocated as Investment Adjustments in accordance with Section 5.3.




                    (4)          Employer Securities that are released from the Exempt Loan Suspense Account in accordance with Section 8.5 shall be
allocated to the Employee Stock Ownership Account of each Participant regardless of whether he completed a Year
of Vesting Service during the Plan Year or was an Employee on the last day of such Plan Year.




                    (5)          The
Administrator shall consist of a committee selected by the Board of Directors, and such committee shall have the
exclusive authority (i) to remove the Trustee and to appoint a successor trustee, (ii) to adopt amendments to the Plan
or the Trust Agreement to effectuate the provisions and intent of this Section 13.2, and (iii) to perform any or all of
the functions and to exercise all of the discretion that are delegated to the Administrator pursuant to Article XI.




                    (6)          Any
application for a favorable determination letter with respect to the tax-qualified status of the Plan under Code
Section 401(a) with respect to its termination shall be subject to the prior review, comment and approval (which
approval shall not be unreasonably withheld) of the Administrator, as defined in paragraph (5) above.




          (d)          For purposes of this Section 13.2, the term "change in control" means the
occurrence of any one or more of the events specified in the following clauses (i) through (iii):  (i) any third person,
including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, shall become the
beneficial owner of shares of the Sponsor with respect to which 25% or more of the total number of votes for the
election of the Board of Directors may be cast, (ii) as a result of, or in connection with, any cash tender offer,
merger or other business combination, sale of assets or contested election, or combination of the foregoing, the
persons who were directors of the Sponsor shall cease to constitute a majority of the Board of Directors, or (iii) the
effective time of a transaction that is approved by the stockholders of the Sponsor and that provides either for the
Sponsor to cease to be an independent publicly-owned corporation or for a sale or other disposition of all or
substantially all of the assets of the Sponsor.




13.3          Consolidation or Merger of Trust.




          In the event of any merger or
consolidation of the Fund with, or transfer in whole or in part of the assets and liabilities of the Fund to, another
trust fund held under any other plan of deferred compensation maintained or to be established for the benefit of all
or some of the Participants of this Plan, the assets of the Fund applicable to such Participants shall be transferred to
the other trust fund only if:




          (a)          Each Participant would receive a benefit under such successor trust fund
immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have
been entitled to receive immediately before the merger, consolidation or transfer (determined as if this Plan and such
transferee trust fund had then terminated);




          (b)          Resolutions of the Board of Directors, or of any new or successor employer of
the affected Participants, shall authorize such transfer of assets, and, in the case of the new or successor employer of
the affected Participants, its resolutions shall include an assumption of liabilities imposed under this Plan with
respect to such Participants' inclusion in the new employer's plan; and




          (c)          Such other plan and trust are qualified under Sections 401(a) and 501(a) of the
Code.








- 58 -















13.4          Bankruptcy or Insolvency of
Employer.




          In the event of (a) the Employer's legal
dissolution or liquidation by any procedure other than a consolidation or merger, (b) the Employer's receivership,
insolvency, or cessation of its business as a going concern, or (c) the commencement of any proceeding by or
against the Employer under the federal bankruptcy laws, or similar federal or state statute, or any federal or state
statute or rule providing for the relief of debtors, compensation of creditors, arrangement, receivership, liquidation
or any similar event which is not dismissed within 30 days, this Plan shall terminate automatically with respect to
such entity on such date (provided, however, that if a proceeding is brought against the Employer for reorganization
under Chapter 11 of the United States Bankruptcy Code or any similar federal or state statute, then this Plan shall
terminate automatically if and when said proceeding results in a liquidation of the Employer, or the approval of any
Plan providing therefor, or the proceeding is converted to a case under Chapter 7 of the Bankruptcy Code or any
similar conversion to a liquidation proceeding under federal or state law including, but not limited to, a receivership
proceeding).  In the event of any such termination as provided in the foregoing sentence, the Trustee shall make
payments to the persons entitled thereto in accordance with Section 9.6 hereof.




13.5          Voluntary Termination.




          The Board of Directors reserves the right
to terminate this Plan at any time by giving to the Trustee and the Administrator notice in writing of such desire to
terminate.  The Plan shall terminate upon the date of receipt of such notice, the Account balances of all affected
Participants and Former Participants shall become fully vested and nonforfeitable, and the Trustee shall make
payments to each Participant or Beneficiary in accordance with Section 9.6.  Alternatively, the Sponsor, in its
discretion, may determine to continue the Trust Agreement and to continue the maintenance of the Fund, in which
event distributions shall be made upon the contingencies and in all the circumstances under which such distributions
would have been made, on a fully vested basis, had there been no termination of the Plan.  In addition, an entity
other than the Sponsor that is participating in this Plan may terminate its participation in the Plan on a prospective
basis by action of its board of directors.  Upon such termination of participation, Participants who are employees of
such entity shall be entitled to distributions from this Plan in accordance with Article IX and this Article XIII.




13.6          Partial Termination of Plan or
Permanent Discontinuance of Contributions.




          In the event that a partial termination of
the Plan shall be deemed to have occurred, or if the Employer shall discontinue permanently its contributions
hereunder, the right of each affected Participant and Former Participant in his Account balance shall be fully vested
and nonforfeitable.  The Sponsor, in its discretion, shall decide whether to direct the Trustee to make immediate
distribution of such portion of the Fund assets to the persons entitled thereto or to make distribution in the
circumstances and contingencies which would have controlled such distributions if there had been no partial
termination or permanent discontinuance of contributions.










- 59 -















ARTICLE XIV





MISCELLANEOUS





14.1          No Diversion of Funds.




          It is the intention of the Employer that it
shall be impossible for any part of the corpus or income of the Fund to be used for, or diverted to, purposes other
than for the exclusive benefit of the Participants or their Beneficiaries, except to the extent that a return of the
Employer's contribution is permitted under Section 4.11.




14.2          Liability Limited.




          Neither the Employer nor the
Administrator, nor any agents, employees, officers, directors or shareholders of any of them, nor the Trustee, nor
any other person, shall have any liability or responsibility with respect to this Plan, except as expressly provided
herein.




14.3          Facility of Payment.




          If the Administrator shall receive evidence
satisfactory to it that a Participant or Beneficiary entitled to receive any benefit under the Plan is, at the time when
such benefit becomes payable, a minor, or is physically or mentally incompetent to receive such benefit and to give
a valid release therefor, and that another person or an institution is then maintaining or has custody of such
Participant or Beneficiary and that no guardian, committee or other representative of the estate of such Participant or
Beneficiary shall have been duly appointed, the Administrator may direct the Trustee to make payment of such
benefit otherwise payable to such Participant or Beneficiary, to such other person or institution, including a
custodian under a Uniform Gifts to Minors Act, or corresponding legislation (who shall be an adult, a guardian of
the minor or a trust company), and the release of such other person or institution shall be a valid and complete
discharge for the payment of such benefit.




14.4          Spendthrift Clause.




          Except as permitted by the Act or the
Code, including in the case of certain judgments and settlements described in subparagraph (C) of Section
401(a)(13) of the Code, no benefits or other amounts payable under the Plan shall be subject in any manner to
anticipation, sale, transfer, assignment, pledge, encumbrance, charge or alienation.  If the Administrator determines
that any person entitled to any payments under the Plan has become insolvent or bankrupt or has attempted to
anticipate, sell, transfer, assign, pledge, encumber, charge or otherwise in any manner alienate any benefit or other
amount payable to him under the Plan or that there is any danger of any levy or attachment or other court process or
encumbrance on the part of any creditor of such person entitled to payments under the Plan against any benefit or
other accounts payable to such person, the Administrator may, at any time, in its discretion, and in accordance with
applicable law, direct the Trustee to withhold any or all payments to such person under the Plan and apply the same
for the benefit of such person, in such manner and in such proportion as the Administrator may deem proper.




14.5          Benefits Limited to Fund.




          All contributions by the Employer to the
Fund shall be voluntary, and the Employer shall be under no legal liability to make any such contributions, except as
otherwise provided herein.  The benefits of this Plan shall be provided solely by the assets of the Fund, and no
liability for the payment of benefits under the Plan or for any loss of assets due to any action or inaction of the
Trustee shall be imposed upon the Employer. 










-60 -















14.6          Cooperation of Parties.




          All parties to this Plan and any party
claiming interest hereunder agree to perform any and all acts and execute any and all documents and papers which
are necessary and desirable for carrying out this Plan or any of its provisions.




14.7          Payments Due Missing Persons.




          The Administrator shall direct the Trustee
to make a reasonable effort to locate all persons entitled to benefits under the Plan; however, notwithstanding any
provision in the Plan to the contrary, if, after a period of 5 years from the date such benefit shall be due, any such
persons entitled to benefits have not been located, their rights under the Plan shall stand suspended.  Before this
provision becomes operative, the Trustee shall send a certified letter to all such persons at their last known address
advising them that their interest in benefits under the Plan shall be suspended.  Any such suspended amounts shall
be held by the Trustee for a period of 3 additional years (or a total of 8 years from the time the benefits first became
payable), and thereafter such amounts shall be reallocated among current Participants in the same manner that a
current contribution would be allocated.  However, if a person subsequently makes a valid claim with respect to
such reallocated amounts and any earnings thereon, the Plan earnings or the Employer's contribution to be allocated
for the year in which the claim shall be paid shall be reduced by the amount of such payment.  Any such suspended
amounts shall be handled in a manner not inconsistent with regulations issued by the Internal Revenue Service and
Department of Labor.




14.8          Governing Law.




          This Plan has been executed in the State
of California, and all questions pertaining to its validity, construction and administration shall be determined in
accordance with the laws of the State of California, except to the extent superseded by the Act.




14.9          Nonguarantee of Employment.




          Nothing contained in this Plan shall be
construed as a contract of employment between the Employer and any Employee, or as a right of any Employee to
be continued in the employment of the Employer, or as a limitation of the right of the Employer to discharge any of
its Employees, with or without cause.




14.10          Counsel.




          The Trustee and the Administrator may
consult with legal counsel, who may be counsel for the Employer and for the Administrator or the Trustee (as the
case may be), with respect to the meaning or construction of this Plan and the Trust Agreement, their respective
obligations or duties hereunder, or with respect to any action or proceeding or any question of law, and they shall be
fully protected to the extent allowable by law with respect to any action taken or omitted by them in good faith
pursuant to the advice of legal counsel.




















- 61 -















          IN WITNESS WHEREOF, the Sponsor
has caused these presents to be executed by its duly authorized officers and its corporate seal to be affixed on this
_____ day of _______, 2002.










	 	FIRST PACTRUST BANCORP, INC. 
	 	 
	ATTEST: 	 
	 	 
	 	 
	_________________________________

Secretary	By: _________________________________

      Hans Ganz, President
	 	 
	 	 
	 	 
	 	 
	[Corporate Seal]	 































- 62 -



















































TRUST AGREEMENT





FOR THE





FIRST PACIFIC BANCORP, INC. 





401(K) EMPLOYEE STOCK OWNERSHIP PLAN















TABLE OF CONTENTS





	ARTICLE I 	2 
	DEFINITIONS AND CONSTRUCTION 	2 
	 	 	 	 
	 	1.1 	Definitions 	2 
	 	1.2 	Plurals and Gender 	2 
	 	1.3 	Headings and Subheadings 	2 
	 	 	 	 
	ARTICLE II 	3 
	CONTRIBUTIONS 	3 
	 	 	 	 
	 	2.1 	Contributions by the Employer 	3 
	 	2.1 	Discontinuance of Contributions 	3 
	 	 	 	 
	ARTICLE III 	4 
	DUTIES OF THE EMPLOYER AND THE ADMINISTRATOR 	4 
	 	 	 	 
	 	3.1 	Information and Data to be Furnished the Trustee 	4 
	 	3.2 	Limitation of Duties 	4 
	 	3.3 	Limitation of Liability 	4 
	 	 	 	 
	ARTICLE IV 	5 
	ESTABLISHMENT OF TRUST FUND AND ACCOUNTS 	5 
	 	 	 	 
	 	4.1 	Establishment of Trust Fund 	5 
	 	4.2 	Establishment of Accounts 	5 
	 	4.3 	Receipt of Contributions 	5 
	 	4.4 	Disbursements from Trust Fund 	5 
	 	4.5 	Charges Against Accounts 	6 
	 	4.6 	Disputes as to Payments 	6 
	 	4.7 	Valuation of the Trust Fund 	6 
	 	 	 	 
	ARTICLE V 	7 
	DUTIES AND POWERS OF THE TRUSTEE 	7 
	 	 	 	 
	 	5.1 	Accounting, Records and Certificates 	7 
	 	5.2 	Agents 	8 
	 	5.3 	Sponsor's Power to Appoint Investment Manager 	8 
	 	5.4 	General Powers of the Trustee 	8 
	 	5.5 	Investment of Fund Assets 	8 
	 	5.6 	Additional Powers of the Trustee 	9 
	 	5.7 	Power to Invest in Employer Securities and Real Property 	10 
	 	5.8 	Liability of the Trustee 	11 



















	 	5.9 	Fees and Expenses 	11 
	 	5.10 	Indemnification of Trustee 	11 
	 	5.11 	Freedom from Liability as to Validity of Agreement 	12 
	 	 	 	 
	ARTICLE VI 	13 
	RESIGNATION OR REMOVAL OF THE TRUSTEE 	13 
	 	 	 	 
	ARTICLE VII 	14 
	CONTINUANCE AND TERMINATION OF THIS AGREEMENT 	14 
	 	 	 	 
	 	7.1 	Term of this Agreement 	14 
	 	7.2 	Effect of Termination 	14 
	 	7.3 	Irrevocability of Contributions 	14 
	 	 	 	 
	ARTICLE VIII 	15 
	AMENDMENTS 	15 
	 	 	 	 
	 	8.1 	Amendments Suggested by the Treasury Department 	15 
	 	8.2 	Other Amendments 	15 
	 	 	 	 
	ARTICLE IX 	16 
	MISCELLANEOUS 	16 
	 	 	 	 
	 	9.1 	Reliance 	16 
	 	9.2 	Persons Dealing with the Trustee 	16 
	 	9.3 	Advice of Administrator, Counsel, Etc. 	16 
	 	9.4 	Notices 	17 
	 	9.5 	Judicial Accounting 	17 
	 	9.6 	No Bond or Security Required 	17 
	 	9.7 	Governing Law 	17 
	 	9.8 	Invalidity 	18 
	 	9.9 	Copies 	18 



















TRUST AGREEMENT





FOR THE





FIRST PACIFIC BANCORP, INC.





401(k) EMPLOYEE STOCK OWNERSHIP PLAN







          THIS AGREEMENT, made this ______
day of ______________________, 2002, by and between FIRST PACIFIC BANCORP, INC., a Maryland
corporation (hereinafter referred to as the "Sponsor"), and __________________________________, of
_____________________________________ (hereinafter referred to as the "Trustee").




W I T N E S S E T H:





          WHEREAS, the Sponsor has amended
and restated the Pacific Trust 401(k) Incentive Savings Plan into the First Pacific Bancorp, Inc. 401(k) Employee
Stock Ownership Plan (the "Plan") effective as of January 1, 2002, in order to provide a 401(k) profit sharing plan
with employee stock ownership features for the employees, of the Sponsor and its wholly owned subsidiary, Pacific
Trust Bank (hereinafter sometimes collectively and individually, as the case may be, referred to as the "Employer"),
which fund will help in the future security of their employees who are eligible to participate in the Plan; and 




          WHEREAS, the Sponsor and the Trustee
desire to adopt this Trust Agreement ("Agreement") for the Plan and to provide for the accumulation of assets under
the Plan in the form of a trust ("Trust"), which shall sometimes be referred to as the First Pacific Bancorp, Inc.
401(k) Employee Stock Ownership Trust; and




          WHEREAS, the Sponsor intends that the
Plan and this Trust shall qualify under Sections 401(a), 401(k), 409, 501(a) and 4975(e)(7) of the Internal Revenue
Code of 1986, as amended (the "Code"), as well as the applicable provisions of the Employee Retirement Income
Security Act of 1974, as amended (the "Act");




          NOW, THEREFORE, in consideration of
the mutual promises, covenants and agreements herein contained, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Sponsor and the Trustee agree, effective as of the
date first above written, as follows:


















ARTICLE I
DEFINITIONS AND CONSTRUCTION





1.1          Definitions.




          Unless the context of this Agreement
clearly indicates otherwise, the terms defined in Article I of the Plan shall, when used herein, have the same
meaning as in the Plan.




1.2          Plurals and Gender.




          Where appearing in this Agreement, the
masculine gender shall include the feminine and neuter genders, and the singular shall include the plural, and vice
versa, unless the context clearly indicates a different meaning.




1.3          Headings and Subheadings




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






























2















ARTICLE II
CONTRIBUTIONS



2.1          Contributions by the Employer.




          The Employer shall contribute and pay
over to the Trustee, annually or more often, as the Employer shall decide, such amounts as shall be determined
under the Plan.  Notwithstanding the foregoing, however, the Employer shall contribute sufficient amounts to make
the principal and interest payments on any Exempt Loan as they become due; provided, however, that no such
contribution shall exceed the limitations under Sections 404 and 415 of the Code.   Contributions may be made by
the Employer to the Trustee in the form of cash, Employer Securities or any other property permissible under the
Code and acceptable to the Trustee.




2.2          Discontinuance of Contributions.




          As set forth in the Plan, and except as
provided in Section 2.1 hereof, the Employer assumes no contractual obligation to continue contributions to the Plan
but has specifically reserved therein the right at any time and for any reason to discontinue the Plan and the
contributions provided to be made thereunder.  Failure by the Employer to continue the Plan or make contributions
provided to be made thereunder shall not give rise to any liability on its part whatsoever other than for contributions
provided to be made prior to the effective date of the termination.








































3















ARTICLE III
DUTIES OF THE EMPLOYER AND THE ADMINISTRATOR



3.1          Information and Data to be Furnished
the Trustee.




          In addition to making the contributions
called for in Article II hereof, the Employer agrees to furnish the Trustee, through the Administrator, with such
information and data relative to the Plan as is necessary for the proper administration of the Fund established
hereunder.  The Employer also agrees that the Administrator or an investment manager appointed pursuant to
Section 5.3 hereof ("Investment Manager") shall direct the Trustee with respect to all matters contemplated by the
Plan and this Agreement.   The Employer shall promptly notify the Trustee in writing in the event that the Internal
Revenue Service proposes to disallow the qualified status of the Plan or Trust.




3.2          Limitation of Duties.




          Except as otherwise provided by law or as
otherwise provided in the Plan or in this Agreement, neither the Employer nor any of its shareholders or directors,
nor the Administrator, shall have any duties or obligations with respect to this Agreement.




3.3          Limitation of Liability.




          Except as otherwise provided by law,
neither the Employer, nor any of its officers, directors, employees, or partners (as the case may be), nor the
Administrator, shall in any way be liable or responsible to any Participant, Beneficiary, Trustee or any other person,
firm or corporation whatsoever for any acts of omission or commission in connection with his or its duties, as
specified in Articles II and III hereof, unless such act of omission or commission is due to his or its own individual,
willful and intentional nonfeasance, malfeasance or misfeasance.
































4















ARTICLE IV
ESTABLISHMENT OF TRUST FUND AND ACCOUNTS



4.1          Establishment of Trust Fund.




          The Trustee shall establish and maintain a
trust fund into which shall be paid the contributions made by the Employer under the terms of the Plan, which
contributions, together with any income, gains or profits, less distributions, expenses and losses, shall comprise the
Fund held by the Trustee.  The Trustee shall hold, invest, reinvest, manage, administer and distribute the assets of
the Fund, as hereinafter set forth, in accordance with the directions of the Administrator or an Investment Manager
and for the exclusive benefit of the Employees participating in the Plan or their Beneficiaries.




4.2          Establishment of Accounts.




          As a part of the Fund, the Administrator
shall establish and maintain any individual Participants' Accounts required under the provisions of the Plan for such
individuals who become Participants from time to time, including any separate accounts as may be provided for in
the Plan from time to time to aid in the administration of the Plan.  In addition, the Trustee shall establish and
maintain suspense accounts as a part of the Fund for the purposes specified in the Plan.  The establishment of
separate accounts hereunder shall not require a segregation of any part of the assets of the Fund, and no Participant
shall acquire any right to or interest in any specific asset of the Fund as a result of the allocations to such accounts
provided for under the Plan, except where segregation is specifically provided.




4.3          Receipt of Contributions.




          The Trustee shall accept and hold in the
Fund contributions made by the Employer under the Plan.  If the amount of the contribution is less than any
minimum established for any investment medium, then the contribution may be held by the Trustee in cash, without
interest, until such time as the required amount has been contributed so that an investment may be properly made.
The Trustee shall not be responsible in any way for the administration of the Plan and shall be under no duty to
determine whether the amount of any contribution is in accordance with the Plan or to collect or enforce payment of
any contribution.




4.4          Disbursements from Trust Fund.




          The Trustee shall make payment from the
Fund to such persons (who may include the Administrator) in such manner, at such times, and in such amounts as
the Administrator may from time to time direct in writing.  Each such direction shall be in the form of a certificate
setting forth the names and addresses of, and the amount payable to, the persons named therein and verifying that
such persons are entitled to receive benefits under the Plan in the








5















amounts and at the times stated in such certificate.  All such payments shall be made by the Trustee in kind or, if in
cash, by checks mailed postage prepaid to the persons or companies named in such certificate at their addresses
therein set forth.




4.5          Charges Against Accounts.




          Upon receipt of written instructions from
the Administrator, the Trustee shall charge the appropriate account of the Participant for any withdrawals or
distributions made under the Plan.




4.6          Disputes as to Payments.




          In the event that any dispute shall arise as
to the persons to whom payments and the delivery of any fund or property shall be made by the Trustee, or the
amounts thereof, the Trustee may retain such payments and/or postpone such delivery until actual adjudication of
such dispute shall have been made in a court of competent jurisdiction as provided herein, or it shall be indemnified
against loss to its satisfaction.




4.7          Valuation of the Trust Fund.




          (a)          As of each Valuation Date, the Trustee shall determine the net worth of the
assets of the Fund and report such value to the Administrator in writing.  In determining such net worth, the Trustee
shall evaluate the assets of the Fund at their fair market value as of such Valuation Date and shall deduct all
expenses chargeable to the Fund.  Any increase or decrease in the net worth of the assets of the Fund shall be
allocated as of each Valuation Date among the Accounts established as a part of the Fund in the manner specified in
the Plan.




          (b)          In determining and valuing the assets and liabilities of the Fund for any purpose,
securities held in the Fund shall be valued at their last published sale price on the Valuation Date, or if the
Valuation Date is not a business day, then on the business day immediately prior thereto upon the New York Stock
Exchange or upon any other recognized exchange or exchanges, or if no sale shall have been reported, and in the
case of over-the-counter quotations, the last bid price at the close of business on said business day, all as reported by
any report in common use or authorized as official by the New York Stock Exchange or any such other exchange, as
the case may be.  Where any security is listed on two or more exchanges, the Administrator or an Investment
Manager shall direct the Trustee from time to time with respect to the particular exchange which shall be used for
the purpose of this Section.




          (c)          However, with respect to securities, in the event the Administrator or an
Investment Manager considers the method described in Section 4.7(b) above to be impracticable because of the fact
that any of the securities included in the Fund are not quoted or listed, or for any other reason, then the Trustee shall
employ, at the expense of the Fund, an independent appraiser to appraise such securities for the purpose of
obtaining the value of the Fund and for any other purpose in the administration of the Trust.








6















ARTICLE V
DUTIES AND POWERS OF THE TRUSTEE



5.1          Accounting, Records and Certificates.




          (a)          The Trustee shall keep accurate and detailed accounts of all investments, receipts
and disbursements and other transactions hereunder, which shall show the complete record of the operation of the
Fund, and all such accounts and the books and records relating thereto shall be open to inspection at all reasonable
times by any person designated in writing by the Administrator.




          (b)          The Trustee shall also furnish to the Employer and the Administrator, upon
request, balance sheets and statements of receipts and disbursements during the continuance of this Agreement as of
any date requested, but the Trustee shall not be required to furnish such statements more than once in any three-month period.




          (c)          Within one hundred twenty (120) days following the close of each Plan Year,
and within one hundred twenty (120) days following the resignation or removal of the Trustee as provided for in
Section 6.1 hereof, and within one hundred twenty (120) days following the completion of the application or
distribution of the Fund upon termination of the Plan as provided for in Article VII hereof, the Trustee shall file
with the Employer and with the Administrator a written account setting forth all investments, receipts,
disbursements and other transactions effected by it during such year or during the period from the closing date of
the last preceding written account to the date of such resignation or removal or to the date of such completion of
application or distribution of funds.  Each such account shall set forth in summary form the receipts and
disbursements of the Trustee for the period accounted for and shall include a description of all securities and other
assets purchased and sold during the period accounted for, and the cost or proceeds of sale thereof, and shall show
all cash, securities and other property held at the end of such period, and the cost and the market value of each item
thereof.  Except as otherwise prescribed by the Act, the Trustee shall be forever released and discharged from any
liability or accountability to anyone about the propriety of its acts or transactions shown in such account, except
with respect to any such acts or transactions as to which the Employer or Administrator shall, within the one year
period after such account shall have been filed with the Employer and with the Administrator, file with the Trustee a
written statement setting forth its or their exceptions or objections.  If such account is filed with the Trustee and the
matters thereby brought into controversy cannot be adjusted by agreement between the Employer and/or
Administrator and the Trustee, then the Trustee shall file such account in any court of competent jurisdiction for
audit and adjudication, as provided in Section 9.5 hereof.  The written approval by the Employer and by the
Administrator of any account filed by the Trustee with the Employer and the Administrator shall forever release and
discharge the Trustee from any liability or accountability to anyone about the propriety of its acts or transactions
shown in such account.










7















5.2          Agents.




          (a)          The Trustee may employ such counsel, accountants, brokers, actuaries and other
agents and provide for such clerical, accounting, actuarial and other services as the Trustee may deem advisable to
perform its duties under this Agreement, or as may be directed by the Administrator.  The Trustee may pay for such
services in accordance with Section 5.9 hereof.




          (b)          The Trustee may enter into contracts in such form as it shall determine with one
or more persons, firms, corporations or associations to provide administrative services in handling investments,
including custodial arrangements with qualified parties.




5.3          Administrator's Power to Appoint
Investment Manager.




          The Administrator may retain the services
of one or more persons or firms for the management of (including the power to acquire and dispose of) all or any
part of the Fund, or to direct the Trustee on investments for all or any part of the Fund, provided that each such
person or firm is registered as an investment advisor under the Investment Advisers Act of 1940, is a bank (as
defined in that Act), or is an insurance company qualified to manage, acquire or dispose of trust assets under the
laws of more than one state, and provided that each of such persons or firms has acknowledged in writing that he or
it is a fiduciary with respect to the Plan; in such event, the investment manager or managers shall have the same
investment powers and duties as the Administrator to direct the Trustee with respect to any matters contemplated
under the Plan or this Agreement, to the extent that such advisors are so retained, and the Trustee shall not be liable
for the acts or omissions of such investment manager or managers, or for any transaction entered into upon the
instructions of such investment manager or managers, nor shall it be under any obligation to invest or otherwise
manage any Fund assets except as directed by the Administrator or such investment manager or managers.




5.4          General Powers of the Trustee.




          The Trustee shall have all of the powers
necessary or desirable to perform properly its duties as a directed trustee under the terms of this Agreement.




5.5          Investment of Fund Assets.




          The Trustee shall invest and reinvest the
Fund assets attributable to the employee stock ownership portion of the Plan (the Employee Stock Ownership
Accounts) primarily in Employer Securities in accordance with the directions of the Administrator or an Investment
Manager.  If any distribution of an investment may be paid at the election of the shareholder in additional shares or
in cash, the Trustee may elect to receive it in additional shares.  The Trustee is also directed to sell or redeem shares
as required to implement the instructions of the Administrator or an Investment Manager or to pay the Trustee's fees
and expenses.








8















5.6          Additional Powers of the Trustee.




          In extension and not in limitation of the
powers given it by law or by other provisions of this Agreement, and except to the extent limited by Section 5.5
hereof, the Trustee, in complying with the directions of the Administrator or an Investment Manager, or Plan
Participants (to the extent the Plan permits Participants to direct the investment of their Accounts under the Plan)
shall have the following powers with respect to the Fund, to be exercised at the direction of the Administrator or an
Investment Manager, if applicable.




          (a)          To invest and reinvest any monies at any time forming a part of the Fund in any
capital or common stock (whether voting or non-voting and whether or not currently paying a dividend), preferred
or preference stock (whether voting or non-voting and whether or not currently paying a dividend), convertible
securities, corporate and governmental obligations, common or collective trust funds, mutual funds or pooled
investment funds maintained by a bank or trust company or pooled investment funds of an insurance company
qualified to do business in a state even though such bank, trust company or insurance company is a disqualified
person within the meaning of Section 4975(e)(2) of the Code, notes and other evidences of indebtedness or
ownership (secured or unsecured), contracts, partnership or joint venture interests, choses in action, and warrants
and other instruments entitling the owner thereof to subscribe to or purchase any of the aforesaid.  A substitute
trustee need not request approval from any governmental agency as to the propriety of any investment in the Fund at
the time it assumes its duties.




          (b)          To borrow or raise money for the purposes of the Fund, including the borrowing
of money for the purpose of acquiring Employer Securities to the extent permitted by the Act, the Code and the
applicable regulations, upon such terms and conditions as are directed by the Administrator or an Investment
Manager in its absolute discretion.  For any sum so borrowed, the Trustee may, in accordance with the directions of
the Administrator or an Investment Manager, issue a promissory note as Trustee and secure the repayment thereof
by pledging, mortgaging or otherwise assigning all or any part of the Fund.




          (c)          To vote in person or by proxy any stocks, bonds or other securities held by the
Trustee; to exercise any options appurtenant to any stocks, bonds or other securities, or to exercise any right to
subscribe for additional stocks, bonds, or other securities and to make any and all necessary payments therefor; to
join in, or to dissent from and to oppose the reorganization, recapitalization, consolidation, liquidation, sale or
merger of corporations or properties, upon such terms and conditions as may be specified in directions to the
Trustee by the Administrator or an Investment Manager.  Notwithstanding the foregoing, each Participant shall be
entitled to direct the Trustee as to the manner in which the Employer Securities in his Account (including the
Employee Stock Ownership Account are to be voted.  Employer Securities held in suspense account shall be voted
by the Trustee on each issue with respect to which shareholders are entitled to vote in the same proportion as the
Employer Securities that are credited to the Accounts of those Participants who directed the Trustee as to the
manner of voting their shares in such Accounts with respect to such issue.  In the event that a Participant fails to
give timely voting instructions to the Trustee with












10















respect to the voting of Employer Securities that are allocated to his Employee Stock Ownership Account, the
Trustee shall vote such shares in its discretion.




          (d)          To cause any investments from time to time held by it to be registered in, or
transferred into, its name as Trustee, or the name of a nominee, or to retain them unregistered or in form permitting
transferability by delivery, but the books and records of the Trustee shall at all times show that all such investments
are part of the Fund.  The Administrator or an Investment Manager may direct the Trustee to utilize the services of a
securities clearing corporation such as The Depository Trust Co. to the extent permitted by applicable law.




          (e)          To employ and enter into agreements with such counsel, accountants, brokers,
investment advisors, and other agents as the Trustee shall deem advisable, or as may be directed by the
Administrator, and to pay their reasonable expenses and compensation.




          (f)          To retain any cash and keep unproductive of income any portion of the Fund as
the Administrator or an Investment Manager, in its absolute discretion, may direct, without liability to pay interest
on such cash balance or on cash in its hands pending investment or distribution.




          (g)          To hold and administer the Fund without distinction between principal and
income, and as a single trust fund without physical segregation of any separate funds or accounts provided for in the
Plan, except where the Plan clearly requires the segregation of Fund assets.




          Each and all of the foregoing powers may
be exercised without court order or other legal formality.  No one dealing with the Trustee need inquire concerning
the validity or propriety of anything that is done or need see to the application of any money paid or property
transferred to or upon the order of the Trustee.




5.7          Power to Invest in Employer Securities
and Real Property.




          (a)          The Trustee shall acquire or hold, in accordance with the directions of the
Administrator or an Investment Manager, any security issued by the Employer or an affiliate of the Employer which
is a "qualifying employer security" as such term is defined in the Act and the Code.  The Trustee may invest up to
one hundred percent (100%) of the Fund in qualifying employer securities in accordance with the direction of the
Administrator, an Investment Manager, or Plan Participants to the extent the Plan permits Participants to direct the
investment of their Accounts under the Plan.




          (b)          In accordance with the direction of the Administrator or an Investment Manager,
the Trustee shall purchase or sell qualifying employer securities from or to any party (subject to any restrictions
applicable to such employer securities), including the Employer.










11















          (c)          Any qualifying employer securities held in the Fund shall be valued at fair
market value for all purposes of the Plan.  The determination of fair market value shall be made in good faith by the
Trustee in accordance with Section 4.7 hereof.




          (d)          Bearing in mind that this Trust is the trust for an employee stock ownership plan,
the Trustee shall invest the assets of the Trust, in accordance with the directions of the Administrator or an
Investment Manager, primarily in Employer Securities.




          (e)          Any Employer Securities received by the Trustee as a stock split or dividend or
as the result of a reorganization or recapitalization of the Sponsor shall be allocated as of each Valuation Date in
proportion to the Employer Securities to which they are attributable.




5.8          Liability of the Trustee




          (a)          The Trustee shall perform its duties in accordance with the Act, as well as in
accordance with the Plan and this Agreement insofar as they are consistent with the provisions of the Act.  The
Trustee shall be under no duty to defend or engage in any suit with respect to the Fund unless the Trustee shall have
been fully indemnified to its satisfaction.  To the extent not prohibited by the Act, the Trustee shall not be
responsible in any way for any action or omission of the Employer or the Administrator with respect to its duties
and obligations as set forth in the Plan and this Agreement.  To the extent not prohibited by the Act, the Trustee
shall also not be responsible for any action or omission of any of its agents or with respect to reliance upon the
advice of its counsel (whether or not such counsel is also counsel to the Employer or the Administrator), provided
that such agents or counsel were prudently chosen by the Trustee and that the Trustee relied in good faith upon the
action of such agent or the advice of such counsel.  The Trustee shall not be relieved from responsibility or liability
for any responsibility, obligation or duty imposed upon it under the Plan or under the Act.




          (b)          The Trustee is a party to this Agreement solely for the purposes set forth in this
Agreement and the Plan and to perform the acts set forth herein, and no obligation or duty shall be expected or
required of the Trustee except as expressly stated in the Plan or this Agreement.




5.9          Fees and Expenses.




          The Trustee may receive such reasonable
fee for its services as shall be mutually agreed upon, prior to the rendering of such services, between the Sponsor
and the Trustee.  Any expenses incurred by the Trustee in the administration of the Trust shall be paid from the
Trust unless paid by the Employer directly.  If paid by the Trust, such expenses (including the fees of a corporate
trustee) shall be charged proportionately (or in such other reasonable manner as the Trustee shall determine) to the
Accounts of all Participants, unless such expenses are allocable to the Account or Accounts of one or more specific
Participants.












12















5.10          Indemnification of Trustee.




          The Employer shall indemnify and hold
harmless the Trustee and its respective officers, directors, employees and agents from and against any and all
damages (including without limitation amounts paid in settlement), fines, losses, costs, liabilities, interest and
reasonable attorneys' fees that result from or relate to any Claims (as defined below) that relate to or arise out of
Trustee's being or having been Trustee of the Plan (hereinafter collectively referred to as the "Trustee Liabilities")
(whether or not it is Trustee at the time any such Trustee Liabilities are asserted or incurred); provided, however,
that the foregoing indemnification shall not apply to matters as to which Trustee breached its fiduciary duties under
ERISA, unless such breach either:  (i) was performed (or not performed) in accordance with the direction or written
reports of the Employer, the Administrator, or any person engaged by the Employer or Administrator for such
purpose (including, but not limited to, directions or written reports from an Investment Manager); or (ii) was caused
by the Employer's or the Administrator's violation of applicable law or their respective duties undertaken with
respect to the Plan and Trust (including, but not limited to, their fiduciary duties under ERISA).  For purposes of
this Section, "Claims" shall mean any actions, causes of action, claims, demands, suits, proceedings, disputes,
citations, summons, subpoenas, inquiries or investigations of any nature whatsoever, whether or not in law, in equity
or in any civil, criminal or regulatory proceeding.




5.11          Freedom from Liability as to Validity
of Agreement.




          Anything herein contained to the contrary
notwithstanding, the Trustee shall not have any responsibility for the validity of the Plan or this Agreement.




























13















ARTICLE VI
RESIGNATION OR REMOVAL OF THE TRUSTEE



          The Trustee may resign from being trustee
under this Agreement at any time by giving the Sponsor and the Administrator written notice of resignation.  The
Trustee may be removed by the Sponsor by written notice of removal either mailed or delivered by hand to the
Trustee.  Such resignation or removal shall take effect on the date specified in the notice of resignation or removal,
but the date thus specified shall not be less than thirty (30) days nor more than ninety (90) days following the date of
mailing or delivery of such notice.  In the event that the Trustee is unable or unwilling to comply with instructions
from the Sponsor, the Investment Manager (if any), or the Administrator, or the voting determination made pursuant
to Section 8.2 of the Plan, the Trustee shall be entitled to resign immediately upon delivery of written notice to the
Sponsor.  Notwithstanding the preceding sentence, the Trustee shall not be entitled to resign immediately in the
event of a dispute between the Trustee and the Sponsor or the Administrator about the prudence of continuing to
make payments under a previously negotiated Exempt Loan to purchase Employer Securities.  In the event of such a
dispute, the Trustee may resign, but such resignation shall not take effect less than thirty (30) days from the date of
the mailing of such written resignation.  In no event shall the resignation or removal of the Trustee terminate this
Agreement, but upon such resignation or removal of the Trustee, the Sponsor shall have the duty forthwith to
appoint a successor trustee to carry out the terms of this Agreement.  Notice in writing of such appointment of a
successor trustee shall be given to the Trustee resigning or being removed by the Sponsor.  In the event of such
resignation or removal of the Trustee and upon the appointment of a successor trustee and acceptance by such
trustee, the Trustee shall transfer to the successor trustee the assets of the Fund and all records or books of account
pertaining to this Agreement in its possession, provided that the Trustee shall be given a reasonable time, not to
exceed sixty (60) days, to complete its accounting before making such transfer.  Upon such resignation or removal
of a corporate Trustee, it shall be entitled to be paid its fee, if any, earned to the date of such resignation or removal.
A successor trustee shall have the same powers and duties as those herein conferred upon the Trustee.  A successor
trustee may be removed or may resign in the same manner, and, in the event of such removal or resignation of a
successor trustee, the same steps shall be allowed as on the removal or resignation of the Trustee.  When the Fund
assets shall have been transferred and delivered to the successor trustee and the accounts of the Trustee shall have
been settled in accordance with Section 5.1(c) hereof, the Trustee shall be forever released and discharged from all
further accountability, responsibility and liability to anyone for the Fund assets and shall not be responsible in any
way for the further disposition of the Fund.












14















ARTICLE VII
CONTINUANCE AND TERMINATION OF THIS AGREEMENT



7.1          Term of this Agreement.




          This Agreement shall continue as long as
the Plan is in full force and effect.  If the Plan ceases to be in full force and effect, this Agreement shall thereupon
terminate unless expressly extended by the Sponsor.




7.2          Effect of Termination.




          Upon the termination of the Plan, the
Fund shall be allocated and distributed or held by the Trustee as provided in Article XIII of the Plan.




7.3          Irrevocability of Contributions.




          Except as otherwise expressly provided in
the Plan, neither the termination of this Agreement nor any other action or non-action shall cause the Employer to
have any right whatsoever with respect to any contribution, any asset of the Fund, or any other matter or thing
whatsoever in connection with the Fund, it being expressly agreed and understood that all contributions made are
irrevocable and that none of said contributions may, under any circumstances whatsoever (except as specifically set
forth in the Plan), be returned to or used for the benefit of the Employer.














15















ARTICLE VIII
AMENDMENTS



8.1          Amendments Suggested by the
Treasury Department.




          Any and all amendments to this
Agreement which may be required or suggested by any employee or agent of the Internal Revenue Service for the
purpose of the qualification of the Plan and Trust under Sections 401(a), 401(k)), 501(a) and 4975(e)(7) of the
Code, or any other governmental agency, may be made retroactively to the extent permitted by law and shall be
accomplished by the Sponsor and effected by written notice to the Trustee.




8.2          Other Amendments.




          This Agreement may otherwise be
amended by the Sponsor, in which event written notice of amendment shall be given by the Sponsor to the Trustee.
No amendment may be made to this Agreement which is prohibited under the Plan, and no amendment may be made
either to the Plan or to this Agreement which increases or changes the duties or liabilities of the Trustee without its
consent.




















16















ARTICLE IX
MISCELLANEOUS



9.1          Reliance.




          The parties hereto shall be protected in
acting upon any notice, resolution, request, consent, order, certificate, report, opinion, statement or other document
which they reasonably believe to be genuine and to have been signed by the proper party or parties or by a person or
persons authorized to act on its behalf.




9.2          Persons Dealing with the Trustee.




          No person dealing with the Trustee shall
be under any obligation to inquire into the validity, expediency or propriety of any action by the Trustee or of any
exercise by it of any of the powers conferred upon it by this Agreement.  The execution by the Trustee of any
instrument, document or paper in connection with the exercise of any of the powers enumerated herein shall, of
itself, be conclusive evidence to all persons of the authority of the Trustee to execute the same and to exercise the
powers incident thereto.




9.3          Advice of Administrator, Counsel, Etc.




          (a)          If at any time or times the Trustee is in doubt as to the course which it should
follow in any matter relating to the administration of this Agreement, it may request the Administrator to advise it
with respect thereto, and it shall be protected in relying upon the advice or direction which may be given it by the
Administrator, in writing, in response to such request.




          (b)          In the event the Trustee shall have any reasonable doubt at any time as to its
rights or obligations hereunder, or in the event of any dispute arising under the terms of this Agreement or the Plan,
in which dispute the Sponsor, the Administrator, any Participant, any Beneficiary or any person claiming an interest
in the Fund is involved, the Trustee shall have the right to consult with legal counsel (including counsel for the
Sponsor or the Administrator) and to obtain other professional assistance such as, for example, from accountants or
actuaries, to assist it in resolving such doubts, or to advise it with respect to the meaning or construction of this
Agreement, or its obligations, powers or duties hereunder, or to advise it or represent it with respect to any action or
proceeding or any question, and it shall be fully protected with respect to any action taken by it or omitted by it in
good faith pursuant to the advice of such counsel or such other professional advisors.  The fees and expenses of
such counsel or such professional advisors shall be paid from the Fund, unless paid by the Employer.










17















9.4          Notices.




          (a)          Any action required or permitted to be taken by any entity constituting the
Employer under the Plan shall be by resolution of its board of directors or by a person or persons authorized by its
board of directors, and the Trustee shall be fully protected in acting in accordance with such direction.  All orders,
requests, directions and instructions of the Administrator to the Trustee shall be in writing, signed by the
Administrator or by any agent of the Administrator duly authorized to act on its behalf.  Unless otherwise required
by applicable law, the Trustee shall act and shall be fully protected in acting in accordance with such order,
requests, directions and instructions.  Unless otherwise required by applicable law, the Trustee shall be entitled to
rely conclusively on such direction, and shall have no further duty to make any investigation or inquiry before acting
upon any such direction of the Administrator.  The Trustee shall not be liable to anyone for the inaction, action,
mistaken action or other errors of the Administrator in directing or failing to direct the Trustee to make any
payments to any Participant or Beneficiary.




          (b)          Promptly after the execution of this Agreement, the Sponsor shall furnish the
Trustee with a list of the names of the members of the committee constituting the Administrator, and thereafter it
shall, upon the removal of or resignation of any such member, notify the Trustee of the name of the member so
removed or so resigning, and at such time or times as a successor member is appointed it shall notify the Trustee of
the name of said successor.  The Trustee may assume at all times that the members of the committee constituting the
Administrator are the same persons named in said list, unless it has received written notice from the Sponsor to the
contrary.




9.5          Judicial Accounting.




          Nothing contained in this Agreement or in
the Plan shall be construed as depriving the Trustee of the right to have a judicial settlement of its accounts.  Upon
any proceeding by the Trustee for a judicial settlement of its accounts or for instructions, the sole necessary party
thereto in addition to the Trustee shall be the Sponsor.  If the Trustee's statement or account proves accurate, the
costs of such proceedings, including any reasonable counsel fee incurred by the Trustee, shall be paid from the
Fund, unless it is paid by the Employer.




9.6          No Bond or Security Required.




          The Trustee shall not be required to give
any bond or other security for the faithful performance of its duties hereunder, unless otherwise required by law.




9.7          Governing Law.




          This Agreement shall be construed in
accordance with the laws of the State of California, except to the extent superseded by the Act.








18















9.8          Invalidity.




          In the event any provision of this
Agreement shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining
provisions hereof, and this Agreement shall thereafter be construed and enforced as if said illegal or invalid
provisions had never been included herein.




9.9          Copies.




          This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original.




          IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized and their
corporate seals to be hereunto affixed and attested as of the day and year first above written.




	 	 	 	"Sponsor"




 
	ATTEST: 	 	 	FIRST PACIFIC BANCORP, INC.,

A Maryland Corporation 
	 	 	 	 
	 	 	 	 
	_____________________________


Secretary 	 	By: 	_____________________________


President and Chief Executive Officer 
	 	 	 	 
	 	 	 	 
	State of California 	) 	 	 
	 	) 	to wit: 	 
	COUNTY OF ________________ 	) 	 	 








          I HEREBY CERTIFY that on this ____
day of ______________, 2002, before me, the subscriber, a Notary Public of the State of ____________________,
in and for _________ County, aforesaid, personally appeared ___________________________, Chairman and
Chief Executive Officer of FIRST PACIFIC BANCORP, INC., a Maryland corporation, and duly acknowledged
the foregoing Trust Agreement to be the act and deed of said corporation.




	 	 	 	_______________________________

Notary Public 
	 	 	 	 
	My Commission Expires:


______________________ 	 	 	 










19

















	 	 	 	"Trustee"


 
	ATTEST: 	 	 	_____________________________ 
	 	 	 	 
	 	 	 	 
	_____________________________ 	 	By: 	_____________________________ 
	 	 	Its: 	_____________________________ 
	 	 	 	 
	State of ________________ 	) 	 	 
	 	) 	to wit: 	 
	COUNTY OF ________________ 	) 	 	 







          I HEREBY CERTIFY that on this ____
day of ______________, 2002, before me, the subscriber, a Notary Public of the State of ____________________,
in and for _________ County, aforesaid, personally appeared ___________________________,
_____________________ and _________________________ of _________________________________,
___________________________, and duly acknowledged the foregoing Trust Agreement to be the act and deed of
said corporation.




	 	 	 	_______________________________

Notary Public 
	 	 	 	 
	My Commission Expires:


______________________ 	 	 	 










20