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EXHIBIT 10.1 - THE MERCHANTS NATIONAL BANK DEFINED BENEFIT RETIREMENT PLAN


           THE MERCHANTS NATIONAL BANK DEFINED BENEFIT RETIREMENT PLAN
                                    THE PLAN

ARTICLE 1.  DEFINITIONS
1.01     "ACCRUED BENEFIT" means, as of any date of determination, the normal
         retirement Pension of a Member computed under Section 4.01(b) on the
         basis of the Member's Benefit Service and other applicable components
         of the Plan formula as of that date.

1.02     "AFFILIATED EMPLOYER" means any company not participating in the Plan
         which is a member of a controlled group of corporations (as defined in
         Section 414(b) of the Code) which also includes as a member the
         Employer; any trade or business under common control (as defined in
         Section 414(c) of the Code) with the Employer; any organization
         (whether or not incorporated) which is a member of an affiliated
         service group (as defined in Section 414(m) of the Code) which includes
         the Employer; and any other entity required to be aggregated with the
         Employer pursuant to regulations under Section 414(o) of the Code.
         Notwithstanding the foregoing sentence, for purposes of Section 4.07,
         Section 3.01(d)(iii) and Section 3.02(c)(iii), the definitions in
         Sections 414(b) and (c) of the Code shall be modified as provided in
         Section 415(h) of the Code.

1.03     "ANNUITY STARTING DATE" means, unless the Plan expressly provides
         otherwise, the first day of the first period for which an amount is due
         as an annuity or any other form.

1.04     "AVERAGE MONTHLY COMPENSATION" means the average monthly Compensation
         of a Member during the five consecutive calendar years affording the
         highest such average, or during all of the years of his Benefit Service
         if less than five years.

1.05     "BENEFICIARY" means the person or persons named by a Member by written
         designation filed with the Plan Committee to receive payments after the
         Member's death.

1.06     "BENEFIT SERVICE" means service recognized for purposes of computing
         the amount of any benefit, determined as provided in Section 3.02.

1.07     "BOARD OF DIRECTORS" means the Board of Directors of Merchants National
         Bank, as from time to time constituted, or its delegate.

1.08     "BREAK IN SERVICE" means a period which constitutes a break in an
         Employee's Eligibility Service, as provided in Section 3.01(a).

1.09     "CODE" means the Internal Revenue Code of 1986, as amended from time to
         time.

1.10     "COMPENSATION" means the total cash remuneration paid to an Employee
         for services rendered to the Employer, determined prior to any pre-tax
         contributions under a "qualified cash or deferred arrangement" (as
         defined under Section 401(k) of the Code and its applicable
         regulations) or under a "cafeteria plan" (as defined under Section 125
         of the Code and its applicable regulations), including bonuses and
         overtime pay. The Compensation for a period of absence which is counted
         as Benefit Service shall be the Member's rate of Compensation in effect
         immediately before the period of absence. However, effective on and
         after January 1, 1989 and before January 1, 1994,


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         Compensation taken into account for any purpose under the Plan,
         including the determination of Average Monthly Compensation, shall not
         exceed $200,000 per year. Except as provided below, as of January 1 of
         each calendar year on and after January 1, 1990 and before January 1,
         1994, the applicable limitation as determined by the Commissioner of
         Internal Revenue for that calendar year shall become effective as the
         maximum Compensation to be taken into account for Plan purposes for
         that calendar year only in lieu of the $200,000 limitation set forth
         above. Commencing with the Plan Year beginning in 1994, Compensation
         taken into account for any purpose under the Plan, including the
         determination of Average Monthly Compensation, shall not exceed
         $150,000. If for any calendar year after 1994, the cost-of-living
         adjustment described in the following sentence is equal to or greater
         than $10,000, then the limitation (as previously adjusted hereunder)
         for any Plan Year beginning in any subsequent calendar year shall be
         increased by the amount of such cost-of-living adjustment, rounded to
         the next lowest multiple of $10,000. The cost-of-living adjustment
         shall equal the excess of (i) $150,000 increased by the adjustment made
         under Section 415(d) of the Code for the calendar year except that the
         base period for purposes of Section 415(d)(1)(A) of the Code shall be
         the calendar quarter beginning October 1, 1993 over (ii) the annual
         dollar limitation in effect for the Plan Year beginning in the calendar
         year.

         In determining the Compensation of a Member for purposes of the
         aforementioned limitations, if any individual is a member of the family
         of a 5-percent owner or of a Highly Compensated Employee in the group
         consisting of the 10 Highly Compensated Employees paid the greatest
         compensation during the year, then (i) such individual shall not be
         considered as a separate employee and (ii) any Compensation paid to
         such individual (and any applicable benefit on behalf of such
         individual) shall be treated as if it were paid to (or on behalf of)
         the 5-percent owner or Highly Compensated Employee; provided, however,
         that the aforementioned term "family" shall include only the spouse of
         the Member and any lineal descendants of the Member who have not
         attained age 19 before the close of the year. If, as a result of the
         application of the foregoing family aggregation rules, the applicable
         limitation is exceeded, then the limit shall be prorated among the
         affected individuals in proportion to each such individual's
         Compensation as determined under this Section 1.10 prior to the
         application of the limit.

1.11     "COVERED COMPENSATION" means, for any Member, the average of the
         taxable wage bases in effect under Section 230 of the Social Security
         Act for each year in the 35-year period ending with the year in which
         the Member attains his Social Security Retirement Age. In determining a
         Member's Covered Compensation for any Plan Year, the taxable wage base
         for the current Plan Year and any subsequent Plan Year shall be assumed
         to be the same as the taxable wage base in effect as of the beginning
         of the Plan Year for which the determination is made.

1.12     "EFFECTIVE DATE" means May 1, 1989.                       .

1.13     "ELIGIBILITY SERVICE" means service recognized for purposes of
         determining eligibility for membership in the Plan and eligibility for
         certain benefits under the Plan, determined as provided in Section 2.02
         and Section 3.01.

1.14     "EMPLOYEE" means any person employed by the Employer, including a
         Leased Employee, who receives compensation other than a pension,
         severance pay, retainer or fee under contract, but excluding any person
         who is included in a unit of employees covered by a collective
         bargaining agreement which does not provide for his membership in the
         Plan.
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1.15     "EMPLOYER" means Merchants National Bank or any successor by merger,
         purchase or otherwise, with respect to its employees; or any other
         company participating in the Plan as provided in Section 10.03 with
         respect to its employees.

1.16     "EQUIVALENT ACTUARIAL VALUE" means the equivalent value when computed
         on the basis of the UP-84 Mortality Table (set back two years) and
         interest at the rate of 7 per cent per year, compounded annually,
         except as otherwise specified in the Plan.

1.17     "ERISA" means the Employee Retirement Income Security Act of 1974, as
         amended from time to time.

1.18     "FUNDING AGENT" means the trustee or trustees or the legal reserve life
         insurance company by whom the funds of the Plan are held, as provided
         in Article 8.

1.19     "HIGHLY COMPENSATED EMPLOYEE" means an employee classified as a highly
         compensated employee as determined under Section 414(q) of the Code and
         any regulations issued thereunder. Notwithstanding the foregoing, for
         each Plan Year the Employer may elect to determine the status of Highly
         Compensated Employees under the simplified snapshot method described in
         IRS Revenue Procedure 93-42 or, to the extent permitted by IRS
         regulations, on a calendar year basis.

1.20     "HOUR OF SERVICE" means, with respect to any applicable computation
         period,
         (a)      each hour for which the employee is paid or entitled to
                  payment for the performance of duties for the Employer or an
                  Affiliated Employer,
         (b)      each hour for which an employee is paid or entitled to payment
                  by the Employer or an Affiliated Employer on account of a
                  period during which no duties are performed, whether or not
                  the employment relationship has terminated, due to vacation,
                  holiday, illness, incapacity (including disability), layoff,
                  jury duty, military duty or leave of absence, but not more
                  than 501 hours for any single continuous period,
         (c)      each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Employer or an
                  Affiliated Employer, excluding any hour credited under (a) or
                  (b), which shall be credited to the computation period or
                  periods to which the award, agreement or payment pertains,
                  rather than to the computation period in which the award,
                  agreement or payment is made,
         (d)      solely for purposes of determining whether an employee has
                  incurred a Break in Service under the Plan, each hour for
                  which an employee would normally be credited under paragraph
                  (a) or (b) above during a period of Parental Leave but not
                  more than 501 hours for any single continuous period. However,
                  the number of hours credited to an employee under this
                  paragraph (d) during the computation period in which the
                  Parental Leave began, when added to the hours credited to an
                  employee under paragraphs (a) through (c) above during that
                  computation period, shall not exceed 501. If the number of
                  hours credited under this paragraph (d) for the computation
                  period in which the Parental Leave began is zero, the
                  provisions of this paragraph (d) shall apply as though the
                  Parental Leave began in the immediately following computation
                  period, and
         (e)      solely for purposes of determining whether an employee has
                  incurred a Break in Service under the Plan, each hour for
                  which an employee would normally be credited under paragraph
                  (a) or (b) above during a period of leave for the birth,
                  adoption or placement of a child, to care for a spouse or an
                  immediate family member with a serious illness or for the
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                  employee's own illness pursuant to the Family and Medical
                  Leave Act of 1993 and its regulations.
         No hours shall be credited on account of any period during which the
         Employee performs no duties and receives payment solely for the purpose
         of complying with unemployment compensation, workers' compensation or
         disability insurance laws. The Hours of Service credited shall be
         determined as required by Title 29 of the Code of Federal Regulations,
         Section 2530.200b-2(b) and (c).

1.21     "LEASED EMPLOYEE" means any person as so defined in Section 414(n) of
         the Code.

1.22     "LIMITATION YEAR" means the calendar year.

1.23     "MEMBER" means any person included in the membership of the Plan, as
         provided in Article 2.

1.24     "NORMAL RETIREMENT AGE" means an Employee's 65th birthday or the fifth
         anniversary of the date he becomes a Member, if later.

1.25     "NORMAL RETIREMENT DATE" means the first day of the calendar month
         coinciding with or immediately following an Employee's Normal
         Retirement Age.

1.26     "PARENTAL LEAVE" means a period in which the Employee is absent from
         work immediately following his or her active employment because of the
         Employee's pregnancy, the birth of the Employee's child or the
         placement of a child with the Employee in connection with the adoption
         of that child by the Employee, or for purposes of caring for that child
         for a period beginning immediately following birth or placement.

1.27     "PENSION" means monthly payments under the Plan as provided in Article
         5.

1.28     "PLAN" means The Merchants National Bank Defined Benefit Retirement
         Plan, as set forth in this document or as amended from time to time.

1.29     "PLAN YEAR", prior to May 1, 1992, means the year starting May 1 and
         ending April 30. There shall be a short Plan Year from May 1, 1992 to
         December 31, 1992. Thereafter the Plan Year shall be the calendar year.

1.30     "PROTECTED BENEFIT" means, as of any date of determination, the Accrued
         Benefit of a Member and
         (a)      any right of the Member under the terms of the Plan as of such
                  date to have such Accrued Benefit commence on a date other
                  than the Normal Retirement Date,
         (b)      any right of the Member under the terms of the Plan as of such
                  date to have such Accrued Benefit payable in an optional form
                  of payment, and
         (c)      the methodology under the terms of the Plan as of such date
                  for determining the amount of benefit payable as a result of
                  the exercise of any right of the Member expressed in paragraph
                  (a) or (b) above.
         For the sole purposes of paragraph (c) above, any provision of the Plan
         that requires payment of a Member's Pension in a form other than that
         described in Section 5.01(a) shall be considered to be the exercise of
         a right by the Member therefor.

1.31     "QUALIFIED JOINT AND SURVIVOR ANNUITY" means an annuity described in
         Section 5.01(b).
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1.32     "PLAN COMMITTEE OR COMMITTEE" means a committee composed of at least
         three persons named by the Board of Directors to administer and
         supervise the Plan as provided in Article 7.

1.33     "SOCIAL SECURITY RETIREMENT AGE" means age 65 with respect to a Member
         who was born before January 1, 1938; age 66 with respect to a Member
         who was born after December 31, 1937 and before January 1, 1955; and
         age 67 with respect to a Member who was born after December 31, 1954.

1.34     "SPOUSAL CONSENT" means written consent given by a Member's spouse to
         an election made by the Member of a specified form of Pension or a
         designation of a specified Beneficiary as provided in Article 5. The
         specified form or specified Beneficiary shall not be changed unless
         further Spousal Consent is given. Spousal Consent shall be duly
         witnessed by a Plan representative or notary public and shall
         acknowledge the effect on the spouse of the Member's election. The
         requirement for Spousal Consent may be waived by the Plan Committee in
         the event that the Member establishes to its satisfaction that he has
         no spouse, that such spouse cannot be located, or under such other
         circumstances as may be permitted under applicable Treasury Department
         regulations. Spousal Consent shall be applicable only to the particular
         spouse who provides such consent.

1.35     "SUSPENDIBLE MONTH" means a month in which the Member completes at
         least 40 Hours of Service with the Employer or an Affiliated Employer.
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ARTICLE 2.  MEMBERSHIP

2.01     MEMBERSHIP REQUIREMENTS
 (a)     Every employee of the Employer on May 1, 1988 who was a Member of the
         Plan on April 30, 1988 shall continue to be a Member. Every other
         person in the employ of the Employer shall become a Member of the Plan
         as of the May 1 or November 1, beginning with May 1, 1988, coinciding
         with or immediately following (a) the date he completes one year of
         Eligibility Service or (b) his 21st birthday, whichever is later,
         provided he is then an Employee. Effective January 1, 1993, an employee
         shall become a Member as of the January 1 or July 1 coinciding with or
         immediately following meeting the above eligibility requirements.

 (b)     Every former employee of the Employer or an Affiliated Employer who was
         a Member on April 30, 1988 shall, subject to Section 2.03, continue to
         be a Member. Such Member's benefit shall be determined in accordance
         with the provisions of the Plan in effect on the date his employment
         terminated.

2.02     DETERMINATION OF SERVICE
         For purposes of this Article, an Employee shall be credited with one
         year of Eligibility Service for the 12-month period beginning on the
         date he first completes an Hour of Service if he completes at least
         1,000 Hours of Service during that period. For each Plan Year beginning
         after that date, Eligibility Service shall be determined as provided in
         Section 3.01.

2.03     EVENTS AFFECTING MEMBERSHIP
         A person's membership in the Plan shall end when he is no longer
         employed by the Employer if he is not entitled to either an immediate
         or a deferred Pension under the Plan. Membership shall continue while
         on approved leave of absence from service or during a period while he
         is not an Employee but is in the employ of the Employer or an
         Affiliated Employer, but no Benefit Service shall be counted for that
         period, except as specifically provided in Article 3 and Section 4.08,
         and such person's benefit shall be determined in accordance with the
         provisions of the Plan in effect on the date he ceased to be an
         Employee.

2.04     MEMBERSHIP UPON REEMPLOYMENT
         If an Employee's membership in the Plan ends and he again becomes an
         Employee, he shall again become a Member as of his date of restoration
         to service as an Employee.
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ARTICLE 3.  SERVICE

3.01     ELIGIBILITY SERVICE
(a)      A Plan Year in which an Employee completes at least 1,000 Hours of
         Service counts as a full year of Eligibility Service. No Eligibility
         Service is counted for any Plan Year in which an Employee completes
         less than 1,000 Hours of Service. There is a Break in Service of one
         year for any Plan Year after the year in which an Employee first
         becomes employed during which he does not complete more than 500 Hours
         of Service. If an Employee incurs a Break in Service before the Plan
         Year in which he retires, terminates employment or attains his Normal
         Retirement Age, any service rendered before that Break in Service shall
         not be counted as Eligibility Service until the Employee completes one
         year of Eligibility Service after the Break in Service. However, if an
         Employee who has not completed the vesting requirements for a vested
         Pension has a Break in Service in which the number of consecutive
         one-year Breaks in Service equals or exceeds the greater of (i) five or
         (ii) the total number of years of Eligibility Service rendered before
         that Break in Service, excluding any years of Eligibility Service
         disregarded by reason of any earlier Break in Service, the service
         rendered before his most recent Break in Service shall be excluded from
         his Eligibility Service. If the Employee's Break in Service ended prior
         to January 1, 1985, or if he had a Break in Service on December 31,
         1984 and the number of his consecutive one-year Breaks in Service as of
         that date would have resulted in the exclusion of his previously
         accrued Eligibility Service under the Plan provisions then in effect,
         then clause (i) of the preceding sentence shall not be applicable, and
         his previously accrued Eligibility Service shall be excluded. If an
         Employee terminates his employment with the Employer and is reemployed
         after having a Break in Service, his service before the Break in
         Service shall be excluded from his Eligibility Service, except as
         provided in Section 3.03.

 (b)     If an Employee shall have been absent from the service of the Employer
         because of service in the Armed Forces of the United States and if he
         shall have returned to the service of the Employer having applied to
         return while his reemployment rights were protected by law, that
         absence shall not count as a Break in Service, but instead shall be
         counted as Eligibility Service.

 (c)     A period during which an Employee is on a leave of absence approved by
         the Employer shall not be considered as a Break in Service. Under rules
         uniformly applicable to all Employees similarly situated, the Plan
         Committee may authorize Eligibility Service to be counted for any
         portion of that period of leave which is not counted as Eligibility
         Service under paragraph (a) of this Section.

 (d)     For purposes of determining eligibility for membership and vesting,
         each of the following periods of service shall be counted in a person's
         Eligibility Service to the extent that it would be recognized under
         paragraphs (a) through (c) above with respect to Employees:
         (i)      a period of service as an employee, but not an Employee, of
                  the Employer,
         (ii)     a period of service as an employee of an Affiliated Employer,
                  and
         (iii)    in the case of a person who is a Leased Employee before or
                  after a period of service as an Employee or a period of
                  service described in (i) or (ii) above, a period during which
                  he has performed services for the Employer or an Affiliated
                  Employer as a Leased Employee.
         The Break in Service rules of Section 3.03 shall be applied as though
         all such periods of service were service as an Employee.

(e)      Notwithstanding the preceding provisions of this Section, in the case
         of an Employee who was a Branch Employee of Banc Ohio National Bank as
         of November 20, 1987, and became an employee
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         of Merchants National Bank as of November 21, 1987, Eligibility
         Service, except for purposes of determining Benefit Service under
         Section 3.02, shall be computed from his last date of hire by Banc Ohio
         National Bank, its predecessors and its affiliates. Benefit Service
         shall be computed from the date of acquisition, November 21, 1987.

(f)      For purposes of any short Plan Year, there shall be created two vesting
         computation periods in accordance with the provisions of Department of
         Labor regulation 2530.203-2(c). The first vesting computation period
         shall be the 12-month period beginning on the first day of the Plan
         Year prior to amendment and the second computation period shall be the
         12-month period beginning with the first day of the new plan year which
         begins in the first vesting computation period.

3.02     BENEFIT SERVICE
 (a)     A full year of Benefit Service shall be counted for each Plan Year of
         Eligibility Service during which an Employee completes 1,000 Hours of
         Service. For the Plan Year ending April 30, 1988, each former branch
         employee of Banc Ohio National Bank who became an employee of Merchants
         National Bank as of November 21, 1987 shall be credited with .5 year of
         Benefit Service if he completes 500 or more hours of service from
         November 21, 1987 to April 30, 1988.

 (b)     Benefit Service shall include, to the extent required by law, any
         period of absence from service with the Employer due to service in the
         Armed Forces of the United States which is counted in a Member's
         Eligibility Service as provided in Section 3.01(b) and which occurs
         after the date the Member meets the eligibility requirements for
         membership in the Plan. Under rules uniformly applicable to all
         Employees similarly situated, the Plan Committee may count as Benefit
         Service any period, not more than one year, during which an Employee is
         on an approved leave of absence which is counted as Eligibility Service
         as provided in Section 3.01(c).

(c)      Benefit Service shall not be credited for any period in which a Member
         is (i) not an Employee but is in the employ of the Employer, or (ii) in
         the employ of an Affiliated Employer.

(d)      Notwithstanding the preceding provisions of this Section, a full year
         of Benefit Service shall be counted for the short Plan Year from May 1,
         1992 to December 31, 1992 if the Employee completes 750 Hours of
         Service.

3.03     RESTORATION OF RETIRED MEMBER
         OR OTHER FORMER EMPLOYEE TO SERVICE

 (a)     If a Member in receipt of a Pension is restored to service with the
         Employer or an Affiliated Employer as an Employee, the following shall
         apply:
         (i)      If his restoration to service occurs prior to his Normal
                  Retirement Date his Pension shall cease and any election of an
                  optional benefit in effect shall be void. If his restoration
                  to service occurs after his Normal Retirement Date (i) his
                  Pension shall be suspended during each Suspendible Month
                  (unless the provisions of Sections 4.02(c) and 5.04(b) are
                  applicable), and (ii) any optional benefit shall remain in
                  effect, unless the Member shall elect otherwise; if the Member
                  had commenced payment prior to his Normal Retirement Date,
                  however, any additional Pension he accrues after his
                  restoration to service shall be
<PAGE>
                  paid to his surviving spouse in accordance with the provisions
                  of Section 4.06 if he should die in active service.

         (ii)     Any Eligibility Service and Benefit Service to which he was
                  entitled when he retired or terminated service shall be
                  restored to him.
         (iii)    Upon later retirement or termination his Pension shall be
                  based on the benefit formula then in effect and his
                  Compensation and Benefit Service before and after the period
                  when he was not in the service of the Employer reduced by an
                  amount of Equivalent Actuarial Value to the benefits, if any,
                  he received before the earlier of the date of his restoration
                  to service or his Normal Retirement Date.
         (iv)     The part of the Member's Pension upon later retirement payable
                  with respect to Benefit Service rendered before his previous
                  retirement or termination of service shall never be less than
                  the amount of his previous Pension modified to reflect any
                  option in effect on his later retirement.
         (v)      Upon later retirement of a Member in service after his Normal
                  Retirement Date, payment of the Member's Pension shall resume
                  no later than the third month after the latest Suspendible
                  Month during the period of restoration, and shall be adjusted,
                  if necessary, in compliance with Title 29 of the Code of
                  Federal Regulations, Section 2530.203-3 in a consistent and
                  nondiscriminatory manner.

(b)      If a Member entitled to but not in receipt of a Pension, or a former
         Member, or an employee who was never a Member is reemployed without
         having had a Break in Service, his Eligibility Service and Benefit
         Service shall be determined as provided in Sections 3.01 and 3.02, and
         if reemployed as an Employee, he shall, in the case of a former Member,
         immediately be restored as a Member as of his date of reemployment, and
         in the case of an employee who was never a Member, become a Member in
         accordance with Section 2.01. However, if a former Member received a
         lump sum settlement in lieu of a Pension, the Benefit Service to which
         he was entitled at the time of his termination of service shall be
         restored to him in accordance with the provisions of Section
         3.03(c)(ii).

(c)      If a Member entitled to but not in receipt of a Pension or a former
         Member who received a lump sum settlement in lieu of a Pension is
         restored to service with the Employer, after having had a Break in
         Service, the following shall apply:
         (i)      The Eligibility Service to which he was previously entitled
                  shall be restored to him, and, if reemployed as an Employee,
                  he shall immediately be restored as a Member as of his date of
                  reemployment.
         (ii)     Any Benefit Service to which the Member was entitled at the
                  time of his termination of service shall be restored to him,
                  provided he repays (within five years of the date he is
                  restored to service with the Employer) the amount of the lump
                  sum settlement, if any, received upon his initial termination
                  of service together with interest at the rate prescribed by
                  Section 411(a)(7)(C) of the Code on that amount to the date of
                  repayment, except that if the lump sum settlement was equal to
                  the full present value of his Accrued Benefit at the time of
                  his termination he shall not be permitted to repay that amount
                  and that Benefit Service shall not be restored to him. In the
                  case of a Member whose Break in Service equals or exceeds five
                  years, repayment shall not be permitted and Benefit Service
                  shall not be restored.
         (iii)    Upon later termination or retirement of a Member whose
                  previous Benefit Service has been restored under this
                  paragraph (c), his Pension shall be based on the benefit
                  formula then in
<PAGE>
                  effect and his Compensation and Benefit Service before and
                  after the period when he was not in the service of the
                  Employer.

(d)      If a former Member who is not entitled to a Pension is restored to
         service, either as an Employee or as an employee, after having had a
         Break in Service, the following shall apply:
         (i)      He shall again become a Member as of his date of restoration
                  to service as an Employee.
         (ii)     Upon his restoration to membership, the Eligibility Service to
                  which he was previously entitled shall be restored to him if
                  the total number of consecutive one-year Breaks in Service
                  does not equal or exceed the greater of (A) five, or (B) the
                  total number of years of his Eligibility Service before his
                  Break in Service, determined at the time of the Break in
                  Service, excluding any Eligibility Service disregarded under
                  this paragraph (d) by reason of any earlier Break in Service.
                  If any such former Member was restored to service prior to
                  January 1, 1985, or if he had a Break in Service on December
                  31, 1984 and the number of his consecutive one-year Breaks in
                  Service as of that date would have resulted in the exclusion
                  of his previously accrued Eligibility Service under the Plan
                  provisions then in effect, then clause (A) of the preceding
                  sentence shall not be applicable, and his previously accrued
                  Eligibility Service shall be excluded.
         (iii)    Any Benefit Service to which the Member was entitled at the
                  time of his termination of service which is included in the
                  Eligibility Service so restored shall be restored to him.
         (iv)     Upon later termination or retirement of a Member whose
                  previous Benefit Service has been restored under this
                  paragraph (d), his Pension, if any, shall be based on the
                  benefit formula then in effect and his Compensation and
                  Benefit Service before and after the period when he was not an
                  Employee.

(e)      If an employee who was never a Member is restored to service with the
         Employer, after having had a Break in Service, upon completion of one
         year of Eligibility Service following the Break in Service, the
         Eligibility Service to which he was previously entitled under Section
         3.01(d) shall be restored to him if he would be entitled to
         nonforfeitable benefits under the Plan if he were a Member, or
         otherwise, if the total number of consecutive one-year Breaks in
         Service does not equal or exceed the greater of (i) five or (ii) the
         total number of years of Eligibility Service before his Break in
         Service determined at the time of the Break in Service, excluding any
         Eligibility Service disregarded under this paragraph (e) by reason of
         any earlier Break in Service.
<PAGE>
ARTICLE 4.  ELIGIBILITY FOR AND AMOUNT OF BENEFITS

4.01     NORMAL RETIREMENT
(a)      The right of a Member to his normal retirement Pension shall be
         nonforfeitable as of his Normal Retirement Age provided he is in active
         service at that time. A Member who has attained his Normal Retirement
         Age may retire from service and receive a normal retirement Pension
         beginning on his Normal Retirement Date or he may postpone his
         retirement and remain in service after his Normal Retirement Date, in
         which event the provisions of Section 4.02 shall be applicable.

(b)      Subject to the provisions of Section 5.01, the monthly normal
         retirement Pension payable upon retirement on a Member's Normal
         Retirement Date shall be equal to 0.9 per cent of the Member's Average
         Monthly Compensation plus .65 per cent of such Average Monthly
         Compensation in excess of Covered Compensation, multiplied by the
         number of years of his Benefit Service up to 35 such years, but not
         less than the Member's Accrued Benefit determined April 30, 1989.
         However, the annual normal retirement Pension shall never be less than
         the greatest annual amount of reduced early retirement Pension which
         the Member could have received under Section 4.03 before his Normal
         Retirement Date.

(c)      Except as otherwise provided in Section 401(l) of the Code and
         applicable regulations thereunder, the maximum cumulative permitted
         disparity for purposes of computing a Member's normal retirement
         Pension shall not exceed 35.

4.02     LATE RETIREMENT
(a)      If a Member postpones his retirement as provided in Section 4.01(a),
         upon his termination of employment from the Employer and all Affiliated
         Employers, he shall be entitled to a late retirement Pension beginning
         on the first day of the calendar month after the Plan Committee
         receives his written application to retire.

(b)      The late retirement Pension shall be an immediate Pension beginning on
         the Member's late retirement date an, subject to the provisions of
         Section 5.01, shall be equal to (i) the amount determined in accordance
         with Section 4.01(b) based on the Member's Benefit Service and Average
         Monthly Compensation as of his late retirement date, or, if greater,
         (ii) the Actuarial Equivalent of the actuarial reserve of his Normal
         Pension (or optional pension elected under Article 5) to which he was
         entitled as of the later of his Normal Retirement Date or the close of
         the prior Plan Year increased by interest at the Actuarial Equivalent
         interest rate compounded annually from the later of the end of the
         month in which his Normal Retirement Date occurred or the close of the
         prior Plan Year to his Annuity Starting Date, expressed in the form of
         a Normal Pension (or optional pension elected under Article 5).

(c)      In the event a Member's Pension is required to begin under Section
         5.04(b) while the Member is in active service, such required beginning
         date shall not be the Member's Annuity Starting Date for purposes of
         Article 5 and the Member shall receive a late retirement Pension
         commencing on or before such required beginning date in an amount
         determined as if he had retired on such date. The Pension payable to
         the Member during his period of active service shall be in the form of
         a single life annuity. Upon subsequent retirement, the Member's Pension
         shall be paid in accordance with Section 5.01(a) or (b), as
         appropriate. As of each succeeding December 31 prior to the Member's
         actual late retirement date (and as of his actual late retirement
         date), the Member's Pension shall be recomputed to reflect additional
         accruals. The Member's recomputed Pension shall then be reduced
<PAGE>
         by the Equivalent Actuarial Value of the total payments of his late
         retirement Pension which were paid prior to each such recomputation to
         arrive at the Member's late retirement Pension; provided that no such
         reduction shall reduce the Member's late retirement Pension below the
         amount of late retirement Pension payable to the Member prior to the
         recomputation of such Pension.

4.03     EARLY RETIREMENT
(a)      A Member who has not reached his Normal Retirement Date but who, prior
         to his termination of employment from the Employer and all Affiliated
         Employers, has reached his 55th birthday and completed 15 years of
         Eligibility Service may retire from service and receive an early
         retirement Pension beginning on the first day of the calendar month
         after the Plan Committee receives his written application to retire.

(b)      The early retirement Pension shall be a deferred Pension beginning on
         the Member's Normal Retirement Date and, subject to the provisions of
         Section 5.01, shall be equal to his Accrued Benefit. However, the
         Member may elect to receive an early retirement Pension beginning on
         the first day of any calendar month before his Normal Retirement Date,
         provided that an early payment date shall be subject to the notice and
         timing requirements described in Section 5.03(b). In that case, the
         Member's Pension shall be equal to the deferred Pension reduced by
         1/156 for each of the first 36 months, 1/312 for each of the next 60
         months and actuarially for each additional month by which the date the
         Member's early retirement Pension begins precedes his Normal Retirement
         Date.

4.04     VESTING
(a)      A Member shall be 100 per cent vested in, and have a nonforfeitable
         right to, his Accrued Benefit upon completion of five years of
         Eligibility Service. If the Member's employment is subsequently
         terminated for reasons other than retirement or death, he shall be
         eligible for a vested Pension after the Plan Committee receives his
         written application for the Pension.

(b)      The vested Pension shall begin on the Member's Normal Retirement Date
         and, subject to the provisions of Section 5.01, shall be equal to his
         Accrued Benefit. However, if, on the date of his termination, he had
         completed 15 years of Eligibility Service, the Member may elect to have
         his vested Pension begin on the first day of any calendar month after
         his 55th birthday and before his Normal Retirement Date. In that case,
         the Member's Pension shall be equal to the vested Pension otherwise
         payable at his Normal Retirement Date reduced as provided in Section
         4.03(b).

4.05     SPOUSE'S PENSION
(a)      On and after August 23, 1984, if a married Member:

         (i)      dies in active service and prior to his Annuity Starting Date
                  having met the requirements for any Pension, or
         (ii)     dies after retiring on any Pension, or after terminating
                  service on or after August 23, 1984 with entitlement to a
                  vested Pension, but in either case before his Annuity Starting
                  Date, or
         (iii)    terminates employment on or after January 1, 1976 and before
                  August 23, 1984 with entitlement to a vested Pension, and then
                  dies on or after January 1, 1985 but before his Annuity
                  Starting Date,
         a spouse's Pension shall be payable to his surviving spouse for life
         provided that he and his spouse have been married throughout the
         one-year period ending on the date of his death.

(b)      The spouse's Pension shall commence on what would have been the
         Member's Normal Retirement Date (or the first day of the month
         following his date of death, if later). However:
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         (i)      if the Member dies in active service having met the
                  requirements for early retirement, or after retiring early but
                  before payments commence, the spouse may elect to begin
                  receiving payments as of the first day of any month following
                  the Member's date of death and prior to what would have been
                  his Normal Retirement Date; in the case of the death of any
                  other Member prior to attaining his Normal Retirement Date who
                  had completed 15 years of Eligibility Service, the spouse may
                  elect to begin receiving payments as of the first day of any
                  month following what would have been the Member's 55th
                  birthday (or following his date of death, if later) and prior
                  to what would have been his Normal Retirement Date.

         An election by the spouse to commence receiving payments prior to what
         would have been the Member's Normal Retirement Date shall be made on a
         form provided by the Committee and may be made during the 90-day period
         ending on the date the payments to the spouse commence.

(c)      The spouse's Pension shall be equal to the amount of benefit the spouse
         would have received if the Pension to which the Member was entitled at
         his date of death had commenced on his Normal Retirement Date (or the
         first day of the month following his date of death, if later) in the
         form of a Qualified Joint and Survivor Annuity and the Member had died
         immediately thereafter. However, if within the 90 day period prior to
         his Annuity Starting Date a Member has elected an optional form of
         Pension which provides for monthly payments to his spouse for life in
         an amount equal to at least 50% but not more than 100% of the monthly
         amount payable under the option for the life of the Member and such
         option is of Equivalent Actuarial Value to the Qualified Joint and
         Survivor Annuity, such optional form of Pension shall be used for
         computing the spouse's Pension instead of the Qualified Joint and
         Survivor Annuity. The spouse's Pension shall be further adjusted to
         reflect its commencement prior to the Member's Normal Retirement Date
         as follows:
         (i)      if the spouse elects early commencement in accordance with
                  paragraph (b)(i) above, the amount of the Pension payable to
                  the spouse will be based on the amount of early retirement
                  Pension to which the Member would have been entitled if he had
                  requested benefit commencement at that earlier date, reduced
                  in accordance with Section 4.03(b); and
         (ii)     if the spouse elects early commencement in accordance with
                  paragraph (b)(ii) above, the amount of the Pension payable to
                  the spouse shall be based on the amount of vested Pension to
                  which the Member would have been entitled if he had requested
                  benefit commencement at that earlier date, reduced in
                  accordance with Section 4.04(b).

4.06     MAXIMUM BENEFIT LIMITATION
 (a)     Notwithstanding any provision of the Plan to the contrary, the maximum
         annual Pension payable to a Member under the Plan in the form of a
         single life annuity, when added to any pension attributable to
         contributions of the Employer or an Affiliated Employer provided to the
         Member under any other qualified defined benefit plan, shall be equal
         to the lesser of (1) $90,000 or (2) the Member's average annual
         remuneration during the three consecutive calendar years of his service
         with the Employer or Affiliated Employer affording the highest such
         average, or during all of the years of such service if less than three
         years, subject to the following adjustments:
         (i)      If the Member has not been a Member of the Plan for at least
                  10 years, the maximum annual Pension in clause (1) above shall
                  be multiplied by the ratio which the number of years of his
                  membership in the Plan bears to 10.
         (ii)     If the Member has not completed 10 years of Eligibility
                  Service, the maximum annual Pension in clause (2) above shall
                  be multiplied by the ratio which the number of years of his
                  Eligibility Service bears to 10.
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         (iii)    If the Pension begins before the Member's Social Security
                  Retirement Age but on or after his 62nd birthday, the maximum
                  Pension in clause (1) above shall be reduced by 5/9 of one per
                  cent for each of the first 36 months plus 5/12 of one per cent
                  for each additional month by which the Member is younger than
                  the Social Security Retirement Age at the date his Pension
                  begins. If the Pension begins before the Member's 62nd
                  birthday, the maximum Pension in clause (1) above shall be of
                  Equivalent Actuarial Value based on an interest rate of five
                  per cent per year in lieu of the interest rate otherwise used
                  in the determination of Equivalent Actuarial Value if the
                  Plan's early reduction factors are not actuarial to the
                  maximum benefit payable at age 62 as determined in accordance
                  with the preceding sentence.
         (iv)     If the Pension begins after the Member's Social Security
                  Retirement Age, the maximum Pension in clause (1) above shall
                  be of Equivalent Actuarial Value, based on an interest rate of
                  five per cent per year in lieu of the interest rate otherwise
                  used in the determination of Equivalent Actuarial Value, to
                  that maximum benefit payable at the Social Security Retirement
                  Age.
         (v)      If the Member's Pension is payable as a joint and survivor
                  Pension with his spouse as the Beneficiary, the modification
                  of the Pension for that form of payment shall be made before
                  the application of the maximum limitation, and, as so
                  modified, shall be subject to the limitation.
         (vi)     As of January 1 of each calendar year commencing on or after
                  January 1, 1988, the dollar limitation as determined by the
                  Commissioner of Internal Revenue for that calendar year shall
                  become effective as the maximum permissible dollar amount of
                  Pensions payable under the Plan during the Limitation Year
                  ending within that calendar year, including Pensions payable
                  to Members who retired prior to that Limitation Year, in lieu
                  of the dollar amount in clause (1) above.

(b)      In the case of a Member who is also a member of a defined contribution
         plan of the Employer or an Affiliated Employer, his maximum benefit
         limitation shall not exceed an adjusted limitation computed as follows:
         (i)      Determine the defined contribution fraction.
         (ii)     Subtract the result of (i) from one (1.0).
         (iii)    Multiply the dollar amount in clause (1) of paragraph (a)
                  above by 1.25.
         (iv)     Multiply the amount described in clause (2) of paragraph (a)
                  above by 1.4.
         (v)      Multiply the lesser of the result of (iii) or the result of
                  (iv) by the result of (ii) to determine the adjusted maximum
                  benefit limitation applicable to the Member.

(c)      For purposes of this Section:

         (i)      the defined contribution fraction for a Member who is a member
                  of one or more qualified defined contribution plans of the
                  Employer or an Affiliated Employer shall be a fraction the
                  numerator of which is the sum of the following:
                  (A)      the Employer's and Affiliated Employer's
                           contributions credited to the Member's accounts under
                           the defined contribution plan or plans,
                  (B)      with respect to Limitation Years beginning before
                           1987, the lesser of the part of the Member's
                           contributions in excess of 6 per cent of his
                           compensation or one-half of his total contributions
                           to such plan or plans, and with respect to Limitation
                           Years beginning after 1986, all of the Member's
                           contributions to such plan or plans, and
                  (C)      any forfeitures allocated to his accounts under such
                           plan or plans,
<PAGE>
                  but reduced by any amount permitted by regulations promulgated
                  by the Commissioner of Internal Revenue; and the denominator
                  of which is the lesser of the following amounts determined for
                  each year of the Member's Eligibility Service:
                  (D)      1.25 multiplied by the maximum dollar amount allowed
                           by law for that year; or
                  (E)      1.4 multiplied by 25% of the Member's remuneration
                           for that year.
                  At the direction of the Plan Committee, the portion of the
                  denominator of that fraction with respect to Limitation Years
                  ending before 1983 shall be computed as the denominator for
                  the Limitation Year ending in 1982, as determined under the
                  law as then in effect, multiplied by a fraction the numerator
                  of which is the lesser of:
                  (F)      $51,875, or
                  (G)      1.4 multiplied by 25% of the Member's remuneration
                           for the Limitation Year ending in 1981,
                  and the denominator of which is the lesser of:
                  (H)      $41,500, or
                  (I)      25% of the Member's remuneration for that Limitation
                           Year;

         (ii)     a defined contribution plan means a qualified plan which
                  provides for an individual account for each member and for
                  benefits based solely upon the amount contributed to the
                  member's account, and any income, expenses, gains and losses,
                  and any forfeitures of accounts of other members which may be
                  allocated to that member's accounts, subject to (iii) below;
         (iii)    a defined benefit plan means any qualified pension plan which
                  is not a defined contribution plan; however, in the case of a
                  defined benefit plan which provides a benefit which is based
                  partly on the balance of the separate account of a member,
                  that plan shall be treated as a defined contribution plan to
                  the extent benefits are based on the separate account of a
                  member and as a defined benefit plan with respect to the
                  remaining portion of the benefits under the plan; and
         (iv)     the term "remuneration" with respect to any Member shall mean
                  the wages, salaries and other amounts paid in respect of such
                  Member by the Employer or an Affiliated Employer for personal
                  services actually rendered, determined after any pre-tax
                  contributions under a "qualified cash or deferred arrangement"
                  (as defined under Section 401(k) of the Code and its
                  applicable regulations) or under a "cafeteria plan" (as
                  defined under Section 125 of the Code and its applicable
                  regulations), and shall include, but not by way of limitation,
                  bonuses, overtime payments and commissions; and shall exclude
                  deferred compensation, stock options and other distributions
                  which receive special tax benefits under the Code.

(d)      Notwithstanding the preceding paragraphs of this Section, a Member's
         annual Pension payable under this Plan, prior to any reduction required
         by operation of paragraph (b) above, shall in no event be less than
         (i)      the benefit that the Member had accrued under the Plan as of
                  the end of the Plan Year beginning in 1982, with no changes in
                  the terms and conditions of the Plan on or after July 1, 1982
                  taken into account in determining that benefit, or
         (ii)     the benefit that the Member had accrued under the Plan as of
                  the end of the Plan Year beginning in 1986, with no changes in
                  the terms and conditions of the Plan after May 5, 1986 taken
                  into account in determining that benefit.
<PAGE>
4.07     TRANSFERS AND EMPLOYMENT WITH AN AFFILIATED EMPLOYER
(a)      If an Employee (i) becomes employed by the Employer in any capacity
         other than as an Employee as defined in Article 1, or (ii) becomes
         employed by an Affiliated Employer, he shall retain any Benefit Service
         he has under this Plan. Upon his later retirement or termination of
         employment with the Employer or Affiliated Employer (or upon benefit
         commencement in the case of a Leased Employee), any benefits to which
         the Employee is entitled under the Plan shall be determined under the
         Plan provisions in effect on the date he ceases to be an Employee, and
         only on the basis of his Benefit Service accrued while he was an
         Employee.
(b)      Subject to the Break in Service provisions of Article 3, in the case of
         a person who (i) was originally employed by the Employer in any
         capacity other than as an Employee as defined in Article 1, or (ii) was
         originally employed by an Affiliated Employer, and thereafter becomes
         an Employee, upon his later retirement or termination of employment,
         the benefits payable under the Plan shall be computed under the Plan
         provisions in effect at that time, and only on the basis of the Benefit
         Service accrued while he is an Employee.
<PAGE>
ARTICLE 5.  PAYMENT OF PENSIONS

5.01     AUTOMATIC FORM OF PAYMENT
(a)      If the Member is not married on his Annuity Starting Date, his Pension
         shall be payable in monthly installments ending with the last monthly
         payment before death, unless the Member has elected an optional benefit
         as provided in Section 5.02.

(b)      If the Member is married on his Annuity Starting Date, and if he has
         not elected an optional form of benefit as provided in Section 5.02,
         the Pension payable shall be in the form of a Qualified Joint and
         Survivor Annuity of Equivalent Actuarial Value to the Pension otherwise
         payable, providing for a reduced Pension payable to the Member during
         his life, and after his death providing that one-half of that reduced
         Pension will continue to be paid during the life of, and to, the spouse
         to whom he was married at his Annuity Starting Date. Notwithstanding
         the preceding, if an option described in Section 5.02 provides for
         payments continuing after the Member's death for the life of a
         Beneficiary at a rate of at least 50% but not more than 100% of the
         Pension payable for the life of the Member and if such option, with the
         spouse to whom the Member is married on his Annuity Starting Date named
         as Beneficiary, would be of greater actuarial value than the joint and
         survivor annuity described above, such option with such spouse as
         Beneficiary shall be the Qualified Joint and Survivor Annuity.

(c)      In any case, a lump sum payment of Equivalent Actuarial Value shall be
         made in lieu of all benefits if the present value of the Pension
         payable to or on the behalf of the Member amounts to $3,500 or less. In
         determining the amount of a lump sum payment payable under this
         paragraph, (i) Equivalent Actuarial Value shall mean a benefit, in the
         case of a lump sum benefit payable prior to a Member's Normal
         Retirement Date, of equivalent value to the benefit which would
         otherwise have been provided commencing at the Member's Normal
         Retirement Date, or, if larger, the benefit which would otherwise have
         been provided commencing at the earliest date he could have commenced
         payment and (ii) the interest rate to be used shall be an interest rate
         no greater than that which would be used by the Pension Benefit
         Guaranty Corporation for valuing lump sums for single employer plans
         that terminate on the Annuity Starting Date (or the first day of the
         month prior to the month which includes the Annuity Starting Date on or
         after January 1, 1995).

         The lump sum payment shall be made as soon as administratively
         practicable following the Member's termination of service or death, but
         in any event prior to the date his Pension payments would have
         otherwise commenced. In the event a Member is not entitled to any
         Pension upon his termination of employment, he shall be deemed
         cashed-out under the provisions of this paragraph (d) as of the date he
         terminated service. However, if a Member described in the preceding
         sentence is subsequently restored to service, he shall be deemed to
         have repaid such amount together with interest as described in Section
         3.03(c)(ii).

5.02     OPTIONAL FORMS OF PAYMENT
         Any Member may, subject to the provisions of Section 5.03, elect to
         convert the Pension otherwise payable to him into an optional benefit
         of Equivalent Actuarial Value, as provided in one of the options named
         below.

         Option 1.         A Pension payable for the Member's life, with no
                           Pension payable after his death.
         Option 2.         A modified Pension payable during the Member's life,
                           and after his death payable during the life of, and
                           to, the Beneficiary named by him when he elected the
                           option.
<PAGE>

         Option 3.         A modified Pension payable during the Member's life,
                           and after his death payable at one-half, two-thirds
                           or three-fourths (as elected by the Member) the rate
                           of his modified Pension during the life of, and to,
                           the Beneficiary named by him when he elected the
                           option.
         Option 4.         A modified Pension payable during the Member's life;
                           if the Member dies within 5, 10, 15, or 20 years (as
                           elected by the Member) of his Annuity Starting Date,
                           the balance of those monthly payments shall be paid
                           to the Beneficiary named by him when he elected the
                           option; provided that if the Beneficiary does not
                           survive the elected period, a lump sum payment of
                           Equivalent Actuarial Value to the remaining payments
                           shall be paid to the estate of the last to survive of
                           the Member and the Beneficiary.

         Option 5.         A lump sum payment of Equivalent Actuarial Value to
                           the Pension otherwise payable to the Member.
         In determining the amount of a lump sum optional benefit available
         under this Section, (a) Equivalent Actuarial Value shall mean a
         benefit, in the case of a lump sum benefit payable prior to a Member's
         Normal Retirement Date, of equivalent value to the benefit which would
         otherwise have been provided commencing at the Member's Normal
         Retirement Date, or, if larger, the benefit payable at his Annuity
         Staring Date and (b) the interest rate to be used shall be (i) an
         interest rate no greater than that which would be used by the Pension
         Benefit Guaranty Corporation for valuing lump sums for single employer
         plans that terminate on the Annuity Starting Date (or the first day of
         the month prior to the month which includes the Annuity Starting Date
         on or after January 1, 1985), provided that the lump sum payment does
         not exceed $25,000 when determined using that rate, and provided
         further that such interest rate shall not be lower than 5 per cent if
         subject to Section 415 of the Code and (ii) an interest rate no greater
         than 120 per cent of the interest rate specified in clause (i) if the
         lump sum payment determined under clause (i) exceeds $25,000. In no
         event however, shall the amount of the lump sum payment determined
         under clause (ii) in the preceding sentence be less than $25,000.
         Notwithstanding the preceding, the interest rate provided in Section
         1.16 shall be used if it produces a greater lump sum benefit than that
         determined under (i) or (ii) above.

         If a Member dies after Pension payments have commenced, any payments
         continuing on to his spouse or Beneficiary shall be distributed at
         least as rapidly as under the method of distribution being used as of
         the Member's date of death.

5.03     ELECTION OF OPTIONS
(a)      A married Member's election of any option shall only be effective if
         Spousal Consent to the election is received by the Plan Committee,
         unless:
         (i)      the option provides for monthly payments to his spouse for
                  life after the Member's death, in an amount equal to at least
                  50% but not more than 100% of the monthly amount payable under
                  the option to the Member, and
         (ii)     the option is of Equivalent Actuarial Value to the Qualified
                  Joint and Survivor Annuity.

(b)      The Employer shall furnish to each Member, no less than 30 days and no
         more than 90 days, before his Annuity Starting Date a written
         explanation in nontechnical language of the terms and conditions of the
         Pension payable to the Member in the normal and optional forms
         described in Sections 5.01 and 5.02. Such explanation shall include a
         general description of the eligibility conditions for, and the material
         features and relative values of, the optional forms of Pensions under
         the Plan, any rights the Member may have to defer commencement of his
         Pension, the requirement for Spousal Consent as provided in paragraph
         (a) above, and the right of the Member to make, and
<PAGE>
         to revoke, elections under Section 5.02. An election under Section 5.02
         shall be made on a form provided by the Plan Committee and may be made
         during the 90-day period ending on the Member's Annuity Starting Date,
         but not prior to the date the Member receives the written explanation
         described in this paragraph (b).

(c)      An election of an option under Section 5.02 may be revoked on a form
         provided by the Plan Committee, and subsequent elections and
         revocations may be made at any time and from time to time during the
         90-day election period. An election of an optional benefit shall be
         effective on the Member's Annuity Starting Date and may not be modified
         or revoked after his Annuity Starting Date. A revocation of any
         election shall be effective when the completed form is filed with the
         Plan Committee. If a Member who has elected an optional benefit dies
         before the date the election of the option becomes effective, the
         election shall be revoked except as provided in Section 4.06(c). If the
         Beneficiary designated under an option dies before the date the
         election of the option becomes effective, the election shall be
         revoked.

5.04     COMMENCEMENT OF PAYMENTS
(a)      Except as otherwise provided in Article 4 or this Article 5, payment of
         a Member's Pension shall begin as soon as administratively practicable
         following the latest of (i) the Member's 65th birthday, (ii) the fifth
         anniversary of the date on which he became a Member, or (iii) the date
         he terminates service with the Employer, (but not more than 60 days
         after the close of the Plan Year in which the latest of (i), (ii) or
         (iii) occurs).

(b)      Notwithstanding the preceding paragraph, in the case of a Member in
         active service who owns either (i) more than five per cent of the
         outstanding stock of the Employer or (ii) stock possessing more than
         five per cent of the total combined voting power of all stock of the
         Employer, the Member's Pension shall begin not later than the April 1
         following the calendar year in which he attains age 70-1/2. On and
         after the first day of the Plan Year beginning in 1989, payment in
         active service of any Member's Pension shall begin not later than April
         1 of the calendar year following the calendar year in which he attains
         age 70-1/2, provided that such commencement in active service shall not
         be required with respect to a Member who attains age 70-1/2 prior to
         January 1, 1988 and who is not a five per cent owner as described
         above. A Member who attained age 70-1/2 in 1988, who did not retire as
         of January 1, 1989 and who is not a five per cent owner shall not be
         required to commence payment until April 1, 1990.

5.05     DISTRIBUTION LIMITATION
         Notwithstanding any other provision of this Article 5, all
         distributions from this Plan shall conform to the regulations issued
         under Section 401(a)(9) of the Code, including the incidental death
         benefit provisions of Section 401(a)(9)(G) of the Code. Further, such
         regulations shall override any plan provision that is inconsistent with
         Section 401(a)(9) of the Code.

5.06     DIRECT ROLLOVER OF CERTAIN DISTRIBUTIONS
(a)      This Section applies to certain distributions made on or after January
         1, 1993. Notwithstanding any provision of the Plan to the contrary that
         would otherwise limit a distributee's election under this Article, a
         distributee may elect, at the time and in the manner prescribed by the
         Plan Committee, to have any portion of an eligible rollover
         distribution paid directly to an eligible retirement plan specified by
         the distributee in a direct rollover.
<PAGE>

(b)      The following definitions apply to the terms used in this Section:
         (i)      An "eligible rollover distribution" is any distribution of all
                  or any portion of the balance to the credit of the
                  distributee, except that an eligible rollover distribution
                  does not include: any distribution that is one of a series of
                  substantially equal periodic payments (not less frequently
                  than annually) made for the life (or life expectancy) of the
                  distributee or the joint lives (or joint life expectancies) of
                  the distributee and the distributee's designated beneficiary,
                  or for a specified period of ten years or more; any
                  distribution to the extent such distribution is required under
                  Section 401(a)(9) of the Code; and the portion of any
                  distribution that is not includible in gross income
                  (determined without regard to the exclusion for net unrealized
                  appreciation with respect to employer securities);
         (ii)     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, an eligible retirement plan is an
                  individual retirement account or individual retirement
                  annuity;
         (iii)    A "distributee" includes an Employee or former Employee. In
                  addition, the Employee's or former Employee's surviving spouse
                  and the Employee's or former Employee's spouse or former
                  spouse who is the alternate payee under a qualified domestic
                  relations order, as defined in Section 414(p) of the Code, are
                  distributees with regard to the interest of the spouse or
                  former spouse; and
         (iv)     A "direct rollover" is a payment by the Plan to the eligible
                  retirement plan specified by the distributee.

         In the event that the provisions of this Section 5.06 or any part
         thereof cease to be required by law as a result of subsequent
         legislation or otherwise, this Section or any applicable part thereof
         shall be ineffective without the necessity of further amendments to the
         Plan.
<PAGE>
ARTICLE 6.  CONTRIBUTIONS

6.01     EMPLOYER'S CONTRIBUTIONS
         It is the intention of the Employer to continue the Plan and make the
         contributions that are necessary to maintain the Plan on a sound
         actuarial basis and to meet the minimum funding standards prescribed by
         law. However, subject to the provisions of Article 10, the Employer may
         discontinue its contributions for any reason at any time. Any
         forfeitures shall be used to reduce the Employer's contributions
         otherwise payable.

6.02     RETURN OF CONTRIBUTIONS
(a)      If a contribution is conditioned on initial qualification of the Plan
         under Section 401(a) of the Code, and if the Commissioner of Internal
         Revenue, on timely application made after the establishment of the
         Plan, determines that the Plan is not initially so qualified, or
         refuses, in writing, to issue a determination as to whether the Plan is
         so qualified, said contribution shall be returned to the Employer
         without interest. The return shall be made within one year after the
         date of the final determination of the denial of qualification. The
         provisions of this paragraph (a) shall apply only if the application
         for the determination is made by the time prescribed by law for filing
         the Employer's return for the taxable year in which the Plan was
         adopted, or such later date as the Secretary of the Treasury may
         prescribe.

(b)      The Employer's contributions to the Plan are conditioned upon their
         deductibility under Section 404 of the Code. If all or part of the
         Employer's deductions for contributions to the Plan are disallowed by
         the Internal Revenue Service, the portion of the contributions to which
         that disallowance applies shall be returned to the Employer without
         interest, but reduced by any investment loss attributable to those
         contributions. The return shall be made within one year after the date
         of the disallowance of deduction.

(c)      The Employer may recover without interest the amount of its
         contributions to the Plan made on account of a mistake in fact, reduced
         by any investment loss attributable to those contributions, if recovery
         is made within one year after the date of those contributions.
<PAGE>
ARTICLE 7.  ADMINISTRATION OF PLAN

7.01     APPOINTMENT OF PLAN COMMITTEE
         The general administration of the Plan and the responsibility for
         carrying out the provisions of the Plan shall be placed in a Plan
         Committee of not less than three persons appointed from time to time by
         the Board of Directors to serve at the pleasure of the Board of
         Directors. Any person appointed a member of the Plan Committee shall
         signify his acceptance by filing written acceptance with the Board of
         Directors and the Secretary of the Plan Committee. Any member of the
         Plan Committee may resign by delivering his written resignation to the
         Board of Directors and the Secretary of the Plan Committee.

7.02     DUTIES OF PLAN COMMITTEE
         The members of the Plan Committee shall elect a chairman from their
         number and a secretary who may be but need not be one of the members of
         the Plan Committee; may appoint from their number such subcommittees
         with such powers as they shall determine; may authorize one or more of
         their number or any agent to execute or deliver any instrument or make
         any payment on their behalf; may retain counsel, employ agents and
         provide for such clerical, accounting, actuarial and consulting
         services as they may require in carrying out the provisions of the
         Plan; and may allocate among themselves or delegate to other persons
         all or such portion of their duties under the Plan, other than those
         granted to the Funding Agent under the trust agreement or insurance or
         annuity contract adopted for use in implementing the Plan, as they, in
         their sole discretion, shall decide.

7.03     MEETINGS
         The Plan Committee shall hold meetings upon such notice, at such place
         or places, and at such time or times as it may from time to time
         determine.

7.04     ACTION OF MAJORITY
         Any act which the Plan authorizes or requires the Plan Committee to do
         may be done by a majority of its members. The action of that majority
         expressed from time to time by a vote at a meeting or in writing
         without a meeting shall constitute the action of the Plan Committee and
         shall have the same effect for all purposes as if assented to by all
         members of the Plan Committee at the time in office.

7.05     COMPENSATION
         No member of the Plan Committee shall receive any compensation from the
         Plan for his services as such, and no bond or other security need be
         required of him in that capacity in any jurisdiction.

7.06     ESTABLISHMENT OF RULES
         Subject to the limitations of the Plan, the Plan Committee from time to
         time shall establish rules for the administration of the Plan and the
         transaction of its business. The Plan Committee shall have
         discretionary authority to interpret the Plan and to make factual
         determinations (including but not limited to, determination of an
         individual's eligibility for Plan participation, the right and amount
         of any benefit payable under the Plan and the date on which any
         individual ceases to be a Member). The determination of the Plan
         Committee as to the interpretation of the Plan or any disputed question
         shall be conclusive and final to the extent permitted by applicable
         law.

<PAGE>
7.07     PRUDENT CONDUCT
         The members of the Plan Committee shall use that degree of care, skill,
         prudence and diligence that a prudent man acting in a like capacity and
         familiar with such matters would use in a similar situation.

7.08     ACTUARY
         As an aid to the Plan Committee in fixing the rate of contributions
         payable to the Plan, the actuary designated by the Plan Committee shall
         make annual actuarial valuations of the contingent assets and
         liabilities of the Plan, and shall submit to the Plan Committee the
         rates of contribution which he recommends for use.

7.09     MAINTENANCE OF ACCOUNTS
         The Plan Committee shall maintain accounts showing the fiscal
         transactions of the Plan and shall keep in convenient form such data as
         may be necessary for actuarial valuations of the Plan.

7.10     SERVICE IN MORE THAN ONE FIDUCIARY CAPACITY
         Any individual, entity or group of persons may serve in more than one
         fiduciary capacity with respect to the Plan and/or the funds of the
         Plan.

7.11     LIMITATION OF LIABILITY
         The Employer, the Directors of the Employer, the members of the Plan
         Committee, and any officer, employee or agent of the Employer shall not
         incur any liability individually or on behalf of any other individuals
         or on behalf of the Employer for any act, or failure to act, made in
         good faith in relation to the Plan or the funds of the Plan. However,
         this limitation shall not act to relieve any such individual or the
         Employer from a responsibility or liability for any fiduciary
         responsibility, obligation or duty under Part 4, Title I of ERISA.

7.12     INDEMNIFICATION
         The members of the Plan Committee, Directors, officers, employees and
         agents of the Employer shall be indemnified against any and all
         liabilities arising by reason of any act, or failure to act, in
         relation to the Plan or the funds of the Plan, including, without
         limitation, expenses reasonably incurred in the defense of any claim
         relating to the Plan or the funds of the Plan, and amounts paid in any
         compromise or settlement relating to the Plan or the funds of the Plan,
         except for actions or failures to act made in bad faith. The foregoing
         indemnification shall be from the funds of the Plan to the extent of
         those funds and to the extent permitted under applicable law; otherwise
         from the assets of the Employer.

7.13     EXPENSES OF ADMINISTRATION
         All expenses that arise in connection with the administration of the
         Plan, including but not limited to the compensation of the Funding
         Agent, administrative expenses and proper charges and disbursements of
         the Funding Agent and compensation and other expenses and charges of
         any enrolled actuary, counsel, accountant, specialist, or other person
         who has been retained by the Employer in connection with the
         administration thereof, shall be paid from the funds of the Plan held
         by the Funding Agent under the trust agreement or insurance or annuity
         contract adopted for use in implementing the Plan to the extent not
         paid by the Employer.

<PAGE>
7.14     CLAIMS AND REVIEW PROCEDURES
         (a)      Applications for benefits and inquiries concerning the Plan
                  (or concerning present or future rights to benefits under the
                  Plan) shall be submitted to the Employer in writing. An
                  application for benefits shall be submitted on the prescribed
                  form and shall be signed by the Member or, in the case of a
                  benefit payable after his death, by his Beneficiary.

         (b)      In the event that an application for benefits is denied in
                  whole or in part, the Employer shall notify the applicant in
                  writing of the denial and of the right to review of the
                  denial. The written notice shall set forth, in a manner
                  calculated to be understood by the applicant, specific reasons
                  for the denial, specific references to the provisions of the
                  Plan on which the denial is based, a description of any
                  information or material necessary for the applicant to perfect
                  the application, an explanation of why the material is
                  necessary, and an explanation of the review procedure under
                  the Plan. The written notice shall be given to the applicant
                  within a reasonable period of time (not more than 90 days)
                  after the Employer received the application, unless special
                  circumstances require further time for processing and the
                  applicant is advised of the extension. In no event shall the
                  notice be given more than 180 days after the Employer received
                  the application.

         (c)      The Employer shall from time to time appoint a committee (the
                  "Review Panel") that shall consist of three individuals who
                  may, but need not, be Employees. The Review Panel shall be the
                  named fiduciary that has the authority to act with respect to
                  any appeal from a denial of benefits or a determination of
                  benefit rights.

         (d)      An applicant whose application for benefits was denied in
                  whole or part, or the applicant's duly authorized
                  representative, may appeal the denial by submitting to the
                  Review Panel a request for a review of the application within
                  60 days after receiving written notice of the denial from the
                  Employer. The Employer shall give the applicant or his
                  representative an opportunity to review pertinent materials,
                  other than legally privileged documents, in preparing the
                  request for a review. The request for a review shall be in
                  writing and addressed to the Review Panel. The request for a
                  review shall set forth all of the grounds on which it is
                  based, all facts in support of the request and any other
                  matters that the applicant deems pertinent. The Review Panel
                  may require the applicant to submit such additional facts,
                  documents or other materials as it may deem necessary or
                  appropriate in making its review.

         (e)      The Review Panel shall act on each request for a review within
                  60 days after receipt, unless special circumstances require
                  further time for processing and the applicant is advised of
                  the extension. In no event shall the decision on review be
                  rendered more than 120 days after the Review Panel received
                  the request for a review. The Review Panel shall give prompt
                  written notice of its decision to the applicant and or the
                  Employer. In the event that the Review Panel confirms the
                  denial of the application for benefits in whole or in part,
                  the notice shall set forth, in a manner calculated to be
                  understood by the applicant, the specific reasons for the
                  decision and specific references to the provisions of the Plan
                  on which the decision is based.

         (f)      The Review Panel shall adopt such rules, procedures and
                  interpretations of the Plan as it deems necessary or
                  appropriate in carrying out its responsibilities under this
                  Section 7.09.
<PAGE>
         (g)      No legal action for benefits under the Plan shall be brought
                  unless and until the claimant (i) has submitted a written
                  application for benefits in accordance with paragraph (a),
                  (ii) has been notified by the Employer that the application is
                  denied, (iii) has filed a written request for a review of the
                  application in accordance with paragraph (d) and (iv) has been
                  notified in writing that the Review Panel has affirmed the
                  denial of the application; provided, however, that legal
                  action may be brought after the Employer or the Review Panel
                  has failed to take any action on the claim within the time
                  prescribed by paragraphs (b) and (e) above.
<PAGE>
ARTICLE 8.  MANAGEMENT OF FUNDS

8.01     FUNDING AGENT
         All the funds of the Plan shall be held by a Funding Agent appointed
         from time to time by the Board of Directors under a trust instrument or
         an insurance or annuity contract adopted, or as amended, by the
         Employer for use in providing the benefits of the Plan and paying its
         expenses not paid directly by the Employer. The Employer shall have no
         liability for the payment of benefits under the Plan nor for the
         administration of the funds paid over to the Funding Agent.

8.02     EXCLUSIVE BENEFIT RULE
         Except as otherwise provided in the Plan, no part of the corpus or
         income of the funds of the Plan shall be used for, or diverted to,
         purposes other than for the exclusive benefit of Members and other
         persons entitled to benefits under the Plan and paying Plan expenses
         not otherwise paid by the Employer, before the satisfaction of all
         liabilities with respect to them. No person shall have any interest in
         or right to any part of the earnings of the funds of the Plan, or any
         right in, or to, any part of the assets held under the Plan, except as
         and to the extent expressly provided in the Plan.
<PAGE>
ARTICLE 9.  GENERAL PROVISIONS

9.01     NONALIENATION
         Except as required by any applicable law, no benefit under the Plan
         shall in any manner be anticipated, assigned or alienated, and any
         attempt to do so shall be void. However, payment shall be made in
         accordance with the provisions of any judgment, decree, or order which:
         (a)      creates for, or assigns to, a spouse, former spouse, child or
                  other dependent of a Member the right to receive all or a
                  portion of the Member's benefits under the Plan for the
                  purpose of providing child support, alimony payments or
                  marital property rights to that spouse, child or dependent,
         (b)      is made pursuant to a State domestic relations law,
         (c)      does not require the Plan to provide any type of benefit, or
                  any option, not otherwise provided under the Plan, and
         (d)      otherwise meets the requirements of Section 206(d) of ERISA,
                  as amended, as a "qualified domestic relations order", as
                  determined by the Plan Committee.
         If the present value of any series of payments meeting the criteria set
         forth in clauses (a) through (d) above amounts to $3,500 or less, a
         lump sum payment of Equivalent Actuarial Value, determined in the
         manner described in Section 5.01(d), shall be made in lieu of the
         series of payments.

9.02     CONDITIONS OF EMPLOYMENT NOT AFFECTED BY PLAN
         The establishment of the Plan shall not confer any legal rights upon
         any Employee or other person for a continuation of employment, nor
         shall it interfere with the right of the Employer (which right is
         hereby reserved) to discharge any Employee and to treat him without
         regard to the effect which that treatment might have upon him as a
         Member or potential Member of the Plan.

9.03     FACILITY OF PAYMENT
         If the Plan Committee shall find that a Member or other person entitled
         to a benefit is unable to care for his affairs because of illness or
         accident or because he is a minor, the Plan Committee may direct that
         any benefit due him, unless claim shall have been made for the benefit
         by a duly appointed legal representative, be paid to his spouse, a
         child, a parent or other blood relative, or to a person with whom he
         resides. Any payment so made shall be a complete discharge of the
         liabilities of the Plan for that benefit.

9.04     INFORMATION
         Each Member or other person entitled to a benefit, before any benefit
         shall be payable to him or on his account under the Plan, shall file
         with the Employer the information that it shall require to establish
         his rights and benefits under the Plan.

9.05     TOP-HEAVY PROVISIONS
(a)      The following definitions apply to the terms used in this Section:
         (i)      "applicable determination date" means the last day of the
                  preceding Plan Year;
         (ii)     "top-heavy ratio" means the ratio of (A) the present value of
                  the cumulative Accrued Benefits under the Plan for key
                  employees to (B) the present value of the cumulative Accrued
                  Benefits under the Plan for all key employees and non-key
                  employees; provided, however, that if an individual has not
                  performed services for the Employer at any time during the
                  5-year period ending on the applicable determination date, any
                  accrued benefit for such individual (and the account of such
                  individual) shall not be taken into account;
<PAGE>
         (iii)    "applicable valuation date" means the date within the
                  preceding Plan Year as of which annual Plan costs are or would
                  be computed for minimum funding purposes;
         (iv)     "key employee" means an employee who is in a category of
                  employees determined in accordance with the provisions of
                  Section 416(i)(1) and (5) of the Code and any regulations
                  thereunder, and, where applicable, on the basis of the
                  Employee's remuneration which, with respect to any Employee,
                  shall mean the wages, salaries and other amounts paid in
                  respect of such Employee by the Employer or an Affiliated
                  Employer for personal services actually rendered, determined
                  before any pre-tax contributions under a "qualified cash or
                  deferred arrangement" (as defined under Section 401(k) of the
                  Code and its applicable regulations) or under a "cafeteria
                  plan" (as defined under Section 125 of the Code and its
                  applicable regulations), and shall include, but not by way of
                  limitation, bonuses, overtime payments and commissions; and
                  shall exclude deferred compensation, stock options and other
                  distributions which receive special tax benefits under the
                  Code;
         (v)      "non-key employee" means any employee who is not a key
                  employee;
         (vi)     "average remuneration" means the average annual remuneration
                  of a Member for the five consecutive years of his Eligibility
                  Service after December 31, 1983 during which he received the
                  greatest aggregate remuneration, as limited by Section
                  401(a)(17) of the Code, from the Employer or an Affiliated
                  Employer, excluding any remuneration for service after the
                  last Plan Year with respect to which the Plan is top-heavy;
         (vii)    "required aggregation group" means each other qualified plan
                  of the Employer or an Affiliated Employer (including plans
                  that terminated within the five-year period ending on the
                  determination date) in which there are members who are key
                  employees or which enables the Plan to meet the requirements
                  of Section 401(a)(4) or 410 of the Code; and
         (viii)   "permissive aggregation group" means each plan in the required
                  aggregation group and any other qualified plan(s) of the
                  Employer or an Affiliated Employer in which all members are
                  non-key employees, if the resulting aggregation group
                  continues to meet the requirements of Sections 401(a)(4) and
                  410 of the Code.
(b)      For purposes of this Section, the Plan shall be "top-heavy" with
         respect to any Plan Year if as of the applicable determination date the
         top-heavy ratio exceeds 60 per cent. The top-heavy ratio shall be
         determined as of the applicable valuation date in accordance with
         Section 416(g)(3) and (4)(B) of the Code on the basis of the UP-84
         Mortality Table (set back 0 years for males; set back 5 years for
         females) and an interest rate of 6 per cent per year compounded
         annually. For purposes of determining whether the Plan is top-heavy,
         the present value of Accrued Benefits under the Plan will be combined
         with the present value of accrued benefits or account balances under
         each other plan in the required aggregation group, and, in the
         Employer's discretion, may be combined with the present value of
         accrued benefits or account balances under any other qualified plan(s)
         in the permissive aggregation group. The accrued benefit of a non-key
         employee under the Plan or any other defined benefit plan in the
         aggregation group shall be (i) determined under the method, if any,
         that uniformly applies for accrual purposes under all plans maintained
         by the Employer or an Affiliated Employer, or (ii) if there is no such
         method, as if such benefit accrued not more rapidly than the slowest
         accrual rate permitted under the fractional rule described in Section
         411(b)(1)(C) of the Code.

(c)      The following provisions shall be applicable to Members for any Plan
         Year with respect to which the Plan is top-heavy:
         (i)      In lieu of the vesting requirements specified in Section 4.04,
                  a Member shall be vested in, and have a nonforfeitable right
                  to, a percentage of his Accrued Benefit determined in
<PAGE>

                  accordance with the provisions of Section 1.01 and
                  subparagraph (ii) below, as set forth in the following vesting
                  schedule:

<TABLE>
<CAPTION>
                          Years of Eligibility Service                Percentage Vested
                          ----------------------------                -----------------

<S>                                                                   <C>
                                Less than 2 years                                 0%
                                            2 years                              20
                                            3 years                              40
                                            4 years                              60
                                            5 or more years                     100
</TABLE>



         (ii)     The Accrued Benefit of a Member who is a non-key employee
                  shall not be less than two per cent of his average
                  remuneration multiplied by the number of years of his
                  Eligibility Service, not in excess of 10, during the Plan
                  Years for which the Plan is top-heavy. That minimum benefit
                  shall be payable at a Member's Normal Retirement Date. If
                  payments commence at a time other than the Member's Normal
                  Retirement Date, the minimum Accrued Benefit shall be of
                  Equivalent Actuarial Value to that minimum benefit.
         (iii)    The multiplier "1.25" in Sections 415(e)(2)(B)(i) and
                  (3)(B)(i) of the Code shall be reduced to "1.0", and the
                  dollar amount "$51,875" in Section 415(e)(6)(B)(i)(I) of the
                  Code shall be reduced to "$41,500".

(d)      If the Plan is top-heavy with respect to a Plan Year and ceases to be
         top-heavy for a subsequent Plan Year, the following provisions shall be
         applicable:

         (i)      The Accrued Benefit in any such subsequent Plan Year shall not
                  be less than the minimum Accrued Benefit provided in paragraph
                  (c)(ii) above, computed as of the end of the most recent Plan
                  Year for which the Plan was top-heavy.

         (ii)     If a Member has completed three years of Eligibility Service
                  on or before the last day of the most recent Plan Year for
                  which the Plan was top-heavy, the vesting schedule set forth
                  in paragraph (c)(i) above shall continue to be applicable.

         (iii)    If a Member has completed at least two, but less than three,
                  years of Eligibility Service on or before the last day of the
                  most recent Plan Year for which the Plan was top-heavy, the
                  vesting provisions of Section 4.04 shall again be applicable;
                  provided, however, that in no event shall the vested
                  percentage of a Member's Accrued Benefit be less than the
                  percentage determined under paragraph (c)(i) above as of the
                  last day of the most recent Plan Year for which the Plan was
                  top-heavy.

9.06     CONSTRUCTION
(a)      The Plan shall be construed, regulated and administered under ERISA as
         in effect from time to time, and the laws of Ohio, except where ERISA
         controls.
(b)      The masculine pronoun shall mean the feminine where appropriate, and
         vice versa.
(c)      The titles and headings of the Articles and Sections in this Plan are
         for convenience only. In case of ambiguity or inconsistency, the text
         rather than the titles or headings shall control.

<PAGE>
9.07     PREVENTION OF ESCHEAT
         If the Plan Committee cannot ascertain the whereabouts of any person to
         whom a payment is due under the Plan, the Plan Committee may, no
         earlier than three years from the date such payment is due, mail a
         notice of such due and owing payment to the last known address of such
         person as shown on the records of the Plan Committee or the Employer.
         If such person has not made written claim therefor within three months
         of the date of the mailing, the Plan Committee may, if it so elects and
         upon receiving advice from counsel to the Plan, direct that such
         payment and all remaining payments otherwise due such person be
         cancelled on the records of the Plan and the amount thereof applied to
         reduce the contributions of the Employer. Upon such cancellation, the
         Plan shall have no further liability therefor except that, in the event
         such person or his Beneficiary later notifies the Plan Committee of his
         whereabouts and requests the payment or payments due to him under the
         Plan, the amount so applied shall be paid to him in accordance with the
         provisions of the Plan.
<PAGE>
ARTICLE 10.  AMENDMENT, MERGER AND TERMINATION

10.01    AMENDMENT OF PLAN
         The Employer, by action of its Board of Directors, taken at a meeting
         held either in person or by telephone or other electronic means, or by
         unanimous written consent in lieu of a meeting, reserves the right at
         any time and from time to time, and retroactively if deemed necessary
         or appropriate, to amend in whole or in part any or all of the
         provisions of the Plan. However, no amendment shall make it possible
         for any part of the funds of the Plan to be used for, or diverted to,
         purposes other than for the exclusive benefit of persons entitled to
         benefits under the Plan, before the satisfaction of all liabilities
         with respect to them. No amendment shall be made which has the effect
         of decreasing the Protected Benefit of any Member or of reducing the
         nonforfeitable percentage of the Accrued Benefit of a Member below the
         nonforfeitable percentage computed under the Plan as in effect on the
         date on which the amendment is adopted or, if later, the date on which
         the amendment becomes effective.

10.02    MERGER OR CONSOLIDATION
         The Board of Directors may, in its sole discretion, merge this Plan
         with another qualified plan, subject to any applicable legal
         requirements. However, the Plan may not be merged or consolidated with,
         and its assets or liabilities may not be transferred to, any other plan
         unless each person entitled to benefits under the Plan would, if the
         resulting plan were then terminated, receive a benefit 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 if the Plan
         had then terminated.

10.03    ADDITIONAL PARTICIPATING EMPLOYERS
(a)      If any company is now or becomes a subsidiary or associated company of
         an Employer, the Board of Directors may include the employees of that
         company in the membership of the Plan upon appropriate action by that
         company necessary to adopt the Plan. In that event, or if any persons
         become Employees of an Employer as the result of merger or
         consolidation or as the result of acquisition of all or part of the
         assets or business of another company, the Board of Directors shall
         determine to what extent, if any, credit and benefits shall be granted
         for previous service with the subsidiary, associated or other company,
         but subject to the continued qualification of the trust for the Plan as
         tax-exempt under the Code.

(b)      Any subsidiary or associated company may terminate its participation in
         the Plan upon appropriate action by it, in which event the funds of the
         Plan held on account of Members in the employ of that company shall be
         determined by the Plan Committee and shall be applied as provided in
         Section 10.04 if the Plan should be terminated, or shall be segregated
         by the Funding Agent as a separate trust, pursuant to certification to
         the Funding Agent by the Plan Committee, continuing the Plan as a
         separate plan for the employees of that company under which the board
         of directors of that company shall succeed to all the powers and duties
         of the Board of Directors, including the appointment of the members of
         the retirement board.

10.04    TERMINATION OF PLAN
         The Employer, by action of its Board of Directors, may terminate the
         Plan for any reason at any time. In case of termination of the Plan,
         the rights of Members to their Protected Benefits as of the date of the
         termination, to the extent then funded or protected by law, if greater,
         shall be nonforfeitable. The funds of the Plan shall be used for the
         exclusive benefit of persons entitled to benefits
<PAGE>
         under the Plan as of the date of termination, except as provided in
         Section 6.02. However, any funds not required to satisfy all
         liabilities of the Plan for benefits because of erroneous actuarial
         computation shall be returned to the Employer. The Plan Committee shall
         determine on the basis of actuarial valuation the share of the funds of
         the Plan allocable to each person entitled to benefits under the Plan
         in accordance with Section 4044 of ERISA, or corresponding provision of
         any applicable law in effect at the time. In the event of a partial
         termination of the Plan, the provisions of this Section shall be
         applicable to the Members affected by that partial termination.

10.05    LIMITATION CONCERNING HIGHLY COMPENSATED EMPLOYEES
         OR HIGHLY COMPENSATED FORMER EMPLOYEES

(a)      The provisions of this Section shall apply (i) in the event the Plan is
         terminated, to any Member who is a highly compensated employee or
         highly compensated former employee (as those terms are defined in
         Section 414(q) of the Code) of the Employer or an Affiliated Employer
         and (ii) in any other event, to any Member who is one of the 25 highly
         compensated employees or highly compensated former employees of the
         Employer or Affiliated Employer with the greatest compensation in any
         Plan Year. The amount of the annual payments to any one of the Members
         to whom this Section applies shall not be greater than an amount equal
         to the annual payments that would be made on behalf of the Member
         during the year under a single life annuity that is of Equivalent
         Actuarial Value to the sum of the Member's Accrued Benefit and the
         Member's other benefits under the Plan.

(b)      If, (i) after payment of Pension or other benefits to any one of the
         Members to whom this Section applies, the value of Plan assets equals
         or exceeds 110 per cent of the value of current liabilities (as that
         term is defined in Section 412(l)(7) of the Code) of the Plan, (ii) the
         value of the Accrued Benefit and other benefits of any one of the
         Members to whom this Section applies is less than one per cent of the
         value of current liabilities of the Plan, or (iii) the value of the
         benefits payable to a Member to whom this Section applies does not
         exceed the amount described in Section 411(a)(11)(A) of the Code, the
         provisions of paragraph (a) above will not be applicable to the payment
         of benefits to such Member.

(c)      If any Member to whom this Section applies elects to receive a lump sum
         payment in lieu of his Pension and the provisions of paragraph (b)
         above are not met with respect to such Member, the Member shall be
         entitled to receive his benefit in full provided he shall agree to
         repay to the Plan any portion of the lump sum payment which would be
         restricted by operation of the provisions of paragraph (a), and shall
         provide adequate security to guarantee that repayment.

(d)      Notwithstanding paragraph (a) of this Section, in the event the Plan is
         terminated, the restriction of this Section shall not be applicable if
         the benefit payable to any highly compensated employee and any highly
         compensated former employee is limited to a benefit that is
         nondiscriminatory under Section 401(a)(4) of the Code.

(e)      If it should subsequently be determined by statute, court decision
         acquiesced in by the Commissioner of Internal Revenue, or ruling by the
         Commissioner of Internal Revenue, that the provisions of this Section
         are no longer necessary to qualify the Plan under the Code, this
         Section shall be ineffective without the necessity of further amendment
         to the Plan.
<PAGE>
         IN WITNESS WHEREOF, the Employer, as duly authorized by its Board of
Directors, has caused this instrument to be signed as of this _____ day of
____________________, 19___.

                                           By:

           ATTEST:
                                               ________________________________
_______________________________
<PAGE>
                           THE MERCHANTS NATIONAL BANK





























                         DEFINED BENEFIT RETIREMENT PLAN
<PAGE>
                     Amended and Restated as of May 1, 1989


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----

<S>          <C>        <C>                                                    <C>
Article      1.         Definitions..............................................1


Article      2.         Membership..............................................11
             2.01       Membership Requirements                                 11
             2.02       Determination of Service                                11
             2.03       Events Affecting Membership                             12
             2.04       Membership upon Reemployment                            12


Article      3.         Service.................................................13
             3.01       Eligibility Service                                     13
             3.02       Benefit Service                                         15
             3.03       Restoration of Retired Member or Other
                          Former Employee to Service                            16


Article      4.         Eligibility for and Amount of Benefits..................21
             4.01       Normal Retirement                                       21
             4.02       Late Retirement                                         22
             4.03       Early Retirement                                        23
             4.04       Vesting                                                 24
             4.05       Spouse's Pension                                        24
             4.06       Maximum Benefit Limitation                              27
             4.07       Transfers and Employment with an Affiliated
                          Employer                                              32


Article      5.         Payment of Pensions.....................................33
             5.01       Automatic Form of Payment                               33
             5.02       Optional Forms of Payment                               34
             5.03       Election of Options                                     36
             5.04       Commencement of Payments                                38
             5.05       Distribution Limitation                                 38
             5.06       Direct Rollover of Certain Distributions                39


Article      6.         Contributions...........................................41
             6.01       Employer's Contributions                                41
             6.02       Return of Contributions                                 41
</TABLE>
<PAGE>



                                TABLE OF CONTENTS

                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                               PAGE
                                                                               ----

<S>         <C>        <C>                                                    <C>
Article      7.         Administration of Plan .................................43
             7.01       Appointment of Plan Committee                           43
             7.02       Duties of Plan Committee                                43
             7.03       Meetings                                                44
             7.04       Action of Majority                                      44
             7.05       Compensation                                            44
             7.06       Establishment of Rules                                  44
             7.07       Prudent Conduct                                         45
             7.08       Actuary                                                 45
             7.09       Maintenance of Accounts                                 45
             7.10       Service in More than One Fiduciary Capacity             45
             7.11       Limitation of Liability                                 46
             7.12       Indemnification                                         46
             7.13       Expenses of Administration                              46
             7.14       Claims and Review Procedures                            47


Article      8.         Management of Funds.....................................50
             8.01       Funding Agent                                           50
             8.02       Exclusive Benefit Rule                                  50


Article      9.         General Provisions......................................51
             9.01       Nonalienation                                           51
             9.02       Conditions of Employment Not Affected by Plan           51
             9.03       Facility of Payment                                     52
             9.04       Information                                             52
             9.05       Top-Heavy Provisions                                    52
             9.06       Construction                                            56
             9.07       Prevention of Escheat                                   57


Article      10.        Amendment, Merger and Termination.......................58
             10.01      Amendment of Plan                                       58
             10.02      Merger or Consolidation                                 58
             10.03      Additional Participating Employers                      59
             10.04      Termination of Plan                                     59
             10.05      Limitation Concerning Highly Compensated Employees
                          or Highly Compensated Former Employees                60

</Table>