<PAGE>

                                  EXHIBIT 10.1

<PAGE>

                            LINCOLN PARK SAVINGS BANK

                          EMPLOYEE STOCK OWNERSHIP PLAN


                       (adopted effective January 1, 2004)

<PAGE>

                            LINCOLN PARK SAVINGS BANK
                          EMPLOYEE STOCK OWNERSHIP PLAN

        This Employee Stock Ownership Plan, is executed on the ________ day of
______________, 2004, by Lincoln Park Savings Bank, a New Jersey chartered stock
savings bank (the "Bank"),

                           W I T N E S S E T H T H A T

        WHEREAS, the board of directors of the Bank has resolved to adopt an
employee stock ownership plan for eligible employees of the Bank and
subsidiaries of the Bank, in accordance with the terms and conditions presented
set forth herein;

        NOW, THEREFORE, the Bank hereby adopts the following Plan setting forth
the terms and conditions pertaining to contributions by the Employer and the
payment of benefits to Participants and Beneficiaries.

        IN WITNESS WHEREOF, the Bank has adopted this Plan and caused this
instrument to be executed by its duly authorized officers as of the above date.



ATTEST:



                                    By:
-------------------------------              -----------------------------------
Secretary                                    President

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<TABLE>
<CAPTION>

                                                   C O N T E N T S

                                                                                                           PAGE NO.
                                                                                                           --------
<S>         <C>                                                                                            <C>
SECTION 1.  PLAN IDENTITY.........................................................................................1
         1.1    NAME..............................................................................................1
         1.2    PURPOSE...........................................................................................1
         1.3    EFFECTIVE DATE....................................................................................1
         1.4    FISCAL PERIOD.....................................................................................1
         1.5    SINGLE PLAN FOR ALL EMPLOYERS.....................................................................1
         1.6    INTERPRETATION OF PROVISIONS......................................................................1
SECTION 2.  DEFINITIONS...........................................................................................1
SECTION 3.  ELIGIBILITY FOR PARTICIPATION.........................................................................6
         3.1    INITIAL ELIGIBILITY...............................................................................6
         3.2    DEFINITION OF ELIGIBILITY YEAR....................................................................6
         3.3    TERMINATED EMPLOYEES..............................................................................7
         3.4    CERTAIN EMPLOYEES INELIGIBLE......................................................................7
         3.5    PARTICIPATION AND REPARTICIPATION.................................................................7
         3.6    OMISSION OF ELIGIBLE EMPLOYEE.....................................................................7
SECTION 4.  CONTRIBUTIONS AND CREDITS.............................................................................7
         4.1    DISCRETIONARY CONTRIBUTIONS.......................................................................7
         4.2    CONTRIBUTIONS FOR STOCK OBLIGATIONS...............................................................8
         4.3    CONDITIONS AS TO CONTRIBUTIONS....................................................................8
         4.4    ROLLOVER CONTRIBUTIONS............................................................................8
SECTION 5.  LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS..........................................................8
         5.1    LIMITATION ON ANNUAL ADDITIONS....................................................................8
         5.2    EFFECT OF LIMITATIONS............................................................................10
         5.3    LIMITATIONS AS TO CERTAIN PARTICIPANTS...........................................................10
SECTION 6.  TRUST FUND AND ITS INVESTMENT........................................................................11
         6.1    CREATION OF TRUST FUND...........................................................................11
         6.2    STOCK FUND AND INVESTMENT FUND...................................................................11
         6.3    ACQUISITION OF STOCK.............................................................................11
         6.4    PARTICIPANTS' OPTION TO DIVERSIFY................................................................12
SECTION 7.  VOTING RIGHTS AND DIVIDENDS ON STOCK.................................................................13
         7.1    VOTING AND TENDERING OF STOCK....................................................................13
         7.2    DIVIDENDS ON STOCK...............................................................................13
SECTION 8.  ADJUSTMENTS TO ACCOUNTS..............................................................................14
         8.1    ADJUSTMENTS FOR TRANSACTIONS.....................................................................14
         8.2    VALUATION OF INVESTMENT FUND.....................................................................14
         8.3    ADJUSTMENTS FOR INVESTMENT EXPERIENCE............................................................14
SECTION 9.  VESTING OF PARTICIPANTS' INTERESTS...................................................................15
         9.1    DEFERRED VESTING IN ACCOUNTS.....................................................................15
         9.2    COMPUTATION OF VESTING YEARS.....................................................................15
         9.3    FULL VESTING UPON CERTAIN EVENTS.................................................................16
         9.4    FULL VESTING UPON PLAN TERMINATION...............................................................17
         9.5    FORFEITURE, REPAYMENT, AND RESTORAL..............................................................17
         9.6    ACCOUNTING FOR FORFEITURES.......................................................................17
         9.7    VESTING AND NONFORFEITABILITY....................................................................17
SECTION 10. PAYMENT OF BENEFITS..................................................................................17
         10.1   BENEFITS FOR PARTICIPANTS........................................................................17
</TABLE>

                                                      (i)

<PAGE>
<TABLE>
<CAPTION>
<S>         <C>                                                                                            <C>
         10.2   TIME FOR DISTRIBUTION............................................................................18
         10.3   MARITAL STATUS...................................................................................19
         10.4   DELAY IN BENEFIT DETERMINATION...................................................................19
         10.5   ACCOUNTING FOR BENEFIT PAYMENTS..................................................................19
         10.6   OPTIONS TO RECEIVE STOCK OR CASH.................................................................19
         10.7   RESTRICTIONS ON DISPOSITION OF STOCK.............................................................20
         10.8   CONTINUING LOAN PROVISIONS; CREATIONS OF PROTECTIONS AND RIGHTS..................................21
         10.9   DIRECT ROLLOVER OF ELIGIBLE DISTRIBUTION.........................................................21
         10.10  WAIVER OF 30-DAY PERIOD AFTER NOTICE OF DISTRIBUTION.............................................21
SECTION 11.  RULES GOVERNING BENEFIT CLAIMS AND REVIEW OF APPEALS................................................22
         11.1   CLAIM FOR BENEFITS...............................................................................22
         11.2   NOTIFICATION BY COMMITTEE........................................................................22
         11.3   CLAIMS REVIEW PROCEDURE..........................................................................22
SECTION 12.  THE COMMITTEE AND ITS FUNCTIONS.....................................................................22
         12.1   AUTHORITY OF COMMITTEE...........................................................................22
         12.2   IDENTITY OF COMMITTEE............................................................................23
         12.3   DUTIES OF COMMITTEE..............................................................................23
         12.4   VALUATION OF STOCK...............................................................................23
         12.5   COMPLIANCE WITH ERISA............................................................................23
         12.6   ACTION BY COMMITTEE..............................................................................24
         12.7   EXECUTION OF DOCUMENTS...........................................................................24
         12.8   ADOPTION OF RULES................................................................................24
         12.9   RESPONSIBILITIES TO PARTICIPANTS.................................................................24
         12.10  ALTERNATIVE PAYEES IN EVENT OF INCAPACITY........................................................24
         12.11  INDEMNIFICATION BY EMPLOYERS.....................................................................24
         12.12  NONPARTICIPATION BY INTERESTED MEMBER............................................................24
SECTION 13.  ADOPTION, AMENDMENT, OR TERMINATION OF THE PLAN.....................................................24
         13.1   ADOPTION OF PLAN BY OTHER EMPLOYERS..............................................................24
         13.2   PLAN ADOPTION SUBJECT TO QUALIFICATION...........................................................25
         13.3   RIGHT TO AMEND OR TERMINATE......................................................................25
SECTION 14.  MISCELLANEOUS PROVISIONS............................................................................25
         14.1   PLAN CREATES NO EMPLOYMENT RIGHTS................................................................25
         14.2   NONASSIGNABILITY OF BENEFITS.....................................................................25
         14.3   LIMIT OF EMPLOYER LIABILITY......................................................................26
         14.4   TREATMENT OF EXPENSES............................................................................26
         14.5   NUMBER AND GENDER................................................................................26
         14.6   NONDIVERSION OF ASSETS...........................................................................26
         14.7   SEPARABILITY OF PROVISIONS.......................................................................26
         14.8   SERVICE OF PROCESS...............................................................................26
         14.9   GOVERNING STATE LAW..............................................................................26
         14.10  EMPLOYER CONTRIBUTIONS CONDITIONED ON DEDUCTIBILITY..............................................26
         14.11  UNCLAIMED ACCOUNTS...............................................................................26
         14.12  QUALIFIED DOMESTIC RELATIONS ORDER...............................................................26
SECTION 15.  TOP-HEAVY PROVISIONS................................................................................27
         15.1   TOP-HEAVY PLAN...................................................................................27
         15.2   SUPER TOP-HEAVY PLAN.............................................................................28
         15.3   DEFINITIONS......................................................................................28
         15.4   TOP-HEAVY RULES OF APPLICATION...................................................................29
         15.5   MINIMUM CONTRIBUTIONS............................................................................30
         15.7   TOP-HEAVY PROVISIONS CONTROL IN TOP-HEAVY PLAN...................................................30
</TABLE>

                                                        (ii)
<PAGE>

                            LINCOLN PARK SAVINGS BANK
                          EMPLOYEE STOCK OWNERSHIP PLAN

SECTION 1. PLAN IDENTITY.

        1.1     NAME. The name of this Plan is "Lincoln Park Savings Bank
Employee Stock Ownership Plan."

        1.2     PURPOSE. The purpose of this Plan is to describe the terms and
conditions under which contributions made pursuant to the Plan will be credited
and paid to the Participants and their Beneficiaries.

        1.3     EFFECTIVE DATE. The Effective Date of this Plan is January 1,
2004.

        1.4     FISCAL PERIOD. This Plan shall be operated on the basis of a
January 1 to December 31 fiscal year for the purpose of keeping the Plan's books
and records and distributing or filing any reports or returns required by law.

        1.5     SINGLE PLAN FOR ALL EMPLOYERS. This Plan shall be treated as a
single plan with respect to all participating Employers for the purpose of
crediting contributions and forfeitures and distributing benefits, determining
whether there has been any termination of Service, and applying the limitations
set forth in Section 5.

        1.6     INTERPRETATION OF PROVISIONS. The Employers intend this Plan and
the Trust to be a qualified stock bonus plan under Section 401(a) of the Code
and an employee stock ownership plan within the meaning of Section 407(d)(6) of
ERISA and Section 4975(e)(7) of the Code. The Plan is intended to have its
assets invested primarily in qualifying employer securities of one or more
Employers within the meaning of Section 407(d)(3) of ERISA, and to satisfy any
requirement under ERISA or the Code applicable to such a plan.

        Accordingly, the Plan and Trust Agreement shall be interpreted and
applied in a manner consistent with this intent and shall be administered at all
times and in all respects in a nondiscriminatory manner.

SECTION 2. DEFINITIONS.

        The following capitalized words and phrases shall have the meanings
specified when used in this Plan and in the Trust Agreement, unless the context
clearly indicates otherwise:

        "ACCOUNT" means a Participant's interest in the assets accumulated under
this Plan as expressed in terms of a separate account balance which is
periodically adjusted to reflect his Employer's contributions, the Plan's
investment experience, and distributions and forfeitures.

        "ACTIVE PARTICIPANT" means a Participant who has satisfied the
eligibility requirements under Section 3 and who has at least 1,000 Hours of
Service during the current Plan Year. However, a Participant shall not qualify
as an Active Participant unless (i) he is in active Service with an Employer as
of the last day of the Plan Year, or (ii) he is on a Recognized Absence as of
that date, or (iii) his Service terminated during the Plan Year by reason of
Disability, death, Early or Normal Retirement.

        "BANK" means Lincoln Park Savings Bank and any entity which succeeds to
the business of Lincoln Park Savings Bank and adopts this Plan as its own
pursuant to Section 13.1 of the Plan.

        "BENEFICIARY" means the person or persons who are designated by a
Participant to receive benefits payable under the Plan on the Participant's
death. In the absence of any designation or if all the designated

<PAGE>

Beneficiaries shall die before the Participant dies or shall die before all
benefits have been paid, the Participant's Beneficiary shall be his surviving
Spouse, if any, or his estate if he is not survived by a Spouse. The Committee
may rely upon the advice of the Participant's executor or administrator as to
the identity of the Participant's Spouse.

        "BREAK IN SERVICE" means any Plan Year, or, for the initial eligibility
computation period under Section 3.2, the 12-consecutive month period beginning
on the first day of which an Employee has an Hour of Service, in which an
Employee has 500 or fewer Hours of Service. Solely for this purpose, an Employee
shall be considered employed for his normal hours of paid employment during a
Recognized Absence (said Employee shall not be credited with more than 501 Hours
of Service to avoid a Break in Service), unless he does not resume his Service
at the end of the Recognized Absence. Further, if an Employee is absent for any
period (i) by reason of the Employee's pregnancy, (ii) by reason of the birth of
the Employee's child, (iii) by reason of the placement of a child with the
Employee in connection with the Employee's adoption of the child, or (iv) for
purposes of caring for such child for a period beginning immediately after such
birth or placement, the Employee shall be credited with the Hours of Service
which would normally have been credited but for such absence, up to a maximum of
501 Hours of Service.

        "CODE" means the Internal Revenue Code of 1986, as amended.

        "COMMITTEE" means the committee responsible for the administration of
this Plan in accordance with Section 12.

        "DISABILITY" means only a disability which renders the Participant
totally unable, as a result of bodily or mental disease or injury, to perform
any duties for an Employer for which he is reasonably fitted, which disability
is expected to be permanent or of long and indefinite duration. However, this
term shall not include any disability directly or indirectly resulting from or
related to habitual drunkenness or addiction to narcotics, a criminal act or
attempt, service in the armed forces of any country, an act of war, declared or
undeclared, any injury or disease occurring while compensation to the
Participant is suspended, or any injury which is intentionally self-inflicted.
Further, this term shall apply only if (i) the Participant is sufficiently
disabled to qualify for the payment of disability benefits under the federal
Social Security Act or Veterans Disability Act, or (ii) the Participant's
disability is certified by a physician selected by the Committee. Unless the
Participant is sufficiently disabled to qualify for disability benefits under
the federal Social Security Act or Veterans Disability Act, the Committee may
require the Participant to be appropriately examined from time to time by one or
more physicians chosen by the Committee, and no Participant who refuses to be
examined shall be treated as having a Disability. In any event, the Committee's
good faith decision as to whether a Participant's Service has been terminated by
Disability shall be final and conclusive.

        "EARLY RETIREMENT" means retirement on or after a Participant's
attainment of age 55 and the completion of ten (10) years of employment with an
Employer. If the Participant terminates employment before satisfying the age
requirement, but has satisfied the employment requirement, the Participant will
be entitled to elect early retirement upon satisfaction of the age requirement.

        "EFFECTIVE DATE" means January 1, 2004.

        "EMPLOYEE" means any individual who is or has been employed or
self-employed by an Employer. "Employee" also means an individual employed by a
leasing organization who, pursuant to an agreement between an Employer and the
leasing organization, has performed services for the Employer and any related
persons (within the meaning of Section 414(n)(6) of the Code) on a substantially
full-time basis for more than one year, if such services are performed under the
primary direction or control of the Employer. However, such a "leased employee"
shall not be considered an Employee if (i) he participates in a money purchase


                                       2
<PAGE>

pension plan sponsored by the leasing organization which provides for immediate
participation, immediate full vesting, and an annual contribution of at least 10
percent of the Employee's 415 Compensation, and (ii) leased employees do not
constitute more than 20 percent of the Employer's total work force (including
leased employees, but excluding Highly Paid Employees and any other Employees
who have not performed services for the Employer on a substantially full-time
basis for at least one year).

        "EMPLOYER" means the Bank or any affiliate within the purview of section
414(b), (c) or (m) and 415(h) of the Code, any other corporation, partnership,
or proprietorship which adopts this Plan with the Bank's consent pursuant to
Section 13.1, and any entity which succeeds to the business of any Employer and
adopts the Plan pursuant to Section 13.2.

        "ENTRY DATE" means the Effective Date of the Plan and each January 1 and
July 1 of each Plan Year after the Effective Date.

        "ERISA" means the Employee Retirement Income Security Act of 1974 (P.L.
93-406, as amended).

        "415 COMPENSATION"

                (a)     means wages, as defined in Code Section 3401(a) for
        purposes of income tax withholding at the source. For Plan Years
        beginning after December 31, 1997, any elective deferral as defined in
        Code Section 402(g)(3) (any employer contributions made on behalf of a
        Participant to the extent not includible in gross income and any
        Employer contributions to purchase an annuity contract under Code
        Section 403(b) under a salary reduction agreement) and any amount which
        is contributed or deferred by the Employer at the election of the
        Participant and which is not includible in gross income of the
        Participant by reason of Code Section 125 (Cafeteria Plan) shall also be
        included in the definition of 415 Compensation. For purposes of "415
        Compensation," for purposes of applying the limitation is described in
        Code Section 415, compensation paid or made available during such
        limitation years (that is, calendar years) shall include elective
        amounts that are not includible in the gross income of an Employee by
        reason of Section 132(f)(4) of the Code.

                (b)     415 Compensation in excess of $200,000 (as indexed)
        shall be disregarded for all Participants. For purposes of this
        sub-section, the $200,000 limit shall be referred to as the "applicable
        limit" for the Plan Year in question. The $200,000 limit shall be
        adjusted for increases in the cost of living in accordance with Section
        401(a)(17)(B) of the Code, effective for the Plan Year which begins
        within the applicable calendar year. For purposes of the applicable
        limit, 415 Compensation shall be prorated over short Plan Years.

        "HIGHLY PAID EMPLOYEE" for any Plan Year means an Employee who, during
either that or the immediately preceding Plan Year was at any time a five
percent owner of the Employer (as defined in Code Section 416(i)(1)) or, during
the immediately preceding Plan Year, had 415 Compensation exceeding $90,000 and
was among the most highly compensated one-fifth of all Employees (the $90,000
amount is adjusted at the same time and in the same manner as under Code Section
415(d), provided, however, the base period is the calendar quarter ending
September 30, 1996). For these purposes, "the most highly compensated one-fifth
of all Employees" shall be determined by taking into account all individuals
working for all related Employer entities described in the definition of
"Service", but excluding any individual who has not completed six months of
Service, who normally works fewer than 17-1/2 hours per week or in fewer than
six months per year, who has not reached age 21, whose employment is covered by
a collective bargaining agreement, or who is a nonresident alien who receives no
earned income from United States sources. The applicable year for which a
determination is being made is called a "determination year" and the preceding
12-month period is called a look-back year.


                                       3
<PAGE>

        "HOURS OF SERVICE" means hours to be credited to an Employee under the
following rules:

                (a)     Each hour for which an Employee is paid or is entitled
        to be paid for services to an Employer is an Hour of Service.

                (b)     Each hour for which an Employee is directly or
        indirectly paid or is entitled to be paid for a period of vacation,
        holidays, illness, disability, lay-off, jury duty, temporary military
        duty, or leave of absence is an Hour of Service. However, except as
        otherwise specifically provided, no more than 501 Hours of Service shall
        be credited for any single continuous period which an Employee performs
        no duties. No more than 501 Hours of Service will be credited under this
        paragraph for any single continuous period (whether or not such period
        occurs in a single computation period). Further, no Hours of Service
        shall be credited on account of payments made solely under a plan
        maintained to comply with worker's compensation, unemployment
        compensation, or disability insurance laws, or to reimburse an Employee
        for medical expenses.

                (c)     Each hour for which back pay (ignoring any mitigation of
        damages) is either awarded or agreed to by an Employer is an Hour of
        Service. However, no more than 501 Hours of Service shall be credited
        for any single continuous period during which an Employee would not have
        performed any duties. The same Hours of Service will not be credited
        both under paragraph (a) or (b) as the case may be, and under this
        paragraph (c). These hours will be credited to the employee for the
        computation period or periods to which the award or agreement pertains
        rather than the computation period in which the award agreement or
        payment is made.

                (d)     Hours of Service shall be credited in any one period
        only under one of the foregoing paragraphs (a), (b) and (c); an Employee
        may not get double credit for the same period.

                (e)     If an Employer finds it impractical to count the actual
        Hours of Service for any class or group of non-hourly Employees, each
        Employee in that class or group shall be credited with 45 Hours of
        Service for each weekly pay period in which he has at least one Hour of
        Service. However, an Employee shall be credited only for his normal
        working hours during a paid absence.

                (f)     Hours of Service to be credited on account of a payment
        to an Employee (including back pay) shall be recorded in the period of
        Service for which the payment was made. If the period overlaps two or
        more Plan Years, the Hours of Service credit shall be allocated in
        proportion to the respective portions of the period included in the
        several Plan Years. However, in the case of periods of 31 days or less,
        the Administrator may apply a uniform policy of crediting the Hours of
        Service to either the first Plan Year or the second.

                (g)     In all respects an Employee's Hours of Service shall be
        counted as required by Section 2530.200b-2(b) and (c) of the Department
        of Labor's regulations under Title I of ERISA.

        "INVESTMENT FUND" means that portion of the Trust Fund consisting of
assets other than Stock. Notwithstanding the above, assets from the Investment
Fund may be used to purchase Stock in the open market or otherwise, or used to
pay on the Stock Obligation, and shares so purchased will be allocated to a
Participant's Stock Fund.

        "NORMAL RETIREMENT" means retirement on or after the Participant's
Normal Retirement Date.

        "NORMAL RETIREMENT DATE" means the date on which a Participant attains
age 65.


                                       4
<PAGE>

        "PARTICIPANT" means any Employee who is an Active Participant
participating in the Plan, or Employee or former Employee who was previously an
Active Participant and still has a balance credited to his Account.

        "PLAN YEAR" means the twelve-month period commencing January 1 and
ending December 31, 2004 and each period of 12 consecutive months beginning on
January 1 of each succeeding year.

        "RECOGNIZED ABSENCE" means a period for which -

                (a)     an Employer grants an Employee a leave of absence for a
        limited period, but only if an Employer grants such leave on a
        nondiscriminatory basis; or

                (b)     an Employee is temporarily laid off by an Employer
        because of a change in business conditions; or

                (c)     an Employee is on active military duty, but only to the
        extent that his employment rights are protected by the Military
        Selective Service Act of 1967 (38 U.S.C. Sec. 2021).

        "SERVICE" means an Employee's period(s) of employment or self-employment
with an Employer, excluding for initial eligibility purposes any period in which
the individual was a nonresident alien and did not receive from an Employer any
earned income which constituted income from sources within the United States. An
Employee's Service shall include any Service which constitutes Service with a
predecessor Employer within the meaning of Section 414(a) of the Code, provided,
however, that Service with an acquired entity shall not be considered Service
under the Plan unless required by applicable law or agreed to by the parties to
such transaction. An Employee's Service shall also include any Service with an
entity which is not an Employer, but only either (i) for a period after 1975 in
which the other entity is a member of a controlled group of corporations or is
under common control with other trades and businesses within the meaning of
Section 414(b) or 414(c) of the Code, and a member of the controlled group or
one of the trades and businesses is an Employer, (ii) for a period after 1979 in
which the other entity is a member of an affiliated service group within the
meaning of Section 414(m) of the Code, and a member of the affiliated service
group is an Employer, or (iii) all Employers aggregated with the Employer under
Section 414(o) of the Code (but not until the Proposed Regulations under Section
414(o) become effective). Notwithstanding any provision of this Plan to the
contrary, contributions, benefits and service credit with respect to qualified
military service will be provided in accordance with Section 414(u) of the Code.

        "SPOUSE" means the individual, if any, to whom a Participant is lawfully
married on the date benefit payments to the Participant are to begin, or on the
date of the Participant's death, if earlier. A former Spouse shall be treated as
the Spouse or surviving Spouse to the extent provided under a qualified domestic
relations order as described in section 414(p) of the Code.

        "STOCK" means shares of the Company's voting common stock or preferred
stock meeting the requirements of Section 409(e)(3) of the Code issued by an
Employer which is a member of the same controlled group of corporations within
the meaning of Code Section 414(b).

        "STOCK FUND" means that portion of the Trust Fund consisting of Stock.


                                       5
<PAGE>

        "STOCK OBLIGATION" means an indebtedness arising from any extension of
credit to the Plan or the Trust which satisfies the requirements set forth in
Section 6.3 and which was obtained for any or all of the following purposes:

                (i)     to acquire qualifying Employer securities as defined in
                        Treasury Regulations ss. 54.4975-12;

                (ii)    to repay such Stock Obligation; or

                (iii)   to repay a prior exempt loan.

        "TRUST" OR "TRUST FUND" means the trust fund created under this Plan.

        "TRUST AGREEMENT" means the agreement between the Bank and the Trustee
concerning the Trust Fund. If any assets of the Trust Fund are held in a
co-mingled trust fund with assets of other qualified retirement plans, "Trust
Agreement" shall be deemed to include the trust agreement governing that
co-mingled trust fund. With respect to the allocation of investment
responsibility for the assets of the Trust Fund, the provisions of Article II of
the Trust Agreement are incorporated herein by reference.

        "TRUSTEE" means one or more corporate persons or individuals selected
from time to time by the Bank to serve as trustee or co-trustees of the Trust
Fund.

        "UNALLOCATED STOCK FUND" means that portion of the Stock Fund consisting
of the Plan's holding of Stock which have been acquired in exchange for one or
more Stock obligations and which have not yet been allocated to the
Participant's Accounts in accordance with Section 4.2.

        "VALUATION DATE" means the last day of the Plan Year and each other date
as of which the Committee shall determine the investment experience of the
Investment Fund and adjust the Participants' Accounts accordingly.

        "VALUATION PERIOD" means the period following a Valuation Date and
ending with the next Valuation Date.

        "VESTING YEAR" means a unit of Service credited to a Participant
pursuant to Section 9.2 for purposes of determining his vested interest in his
Account.

SECTION 3.      ELIGIBILITY FOR PARTICIPATION.

        3.1     INITIAL ELIGIBILITY. An Employee who has satisfied the
requirements set forth below as of the Effective Date shall enter the Plan
retroactively on January 1 of the first Plan Year. All other Employees shall
enter the Plan as of the Entry Date coincident with or next following the later
of the following dates:

                (a)     the last day of the Employee's first Eligibility Year,
        and

                (b)     the Employee's 21st birthday. However, if an Employee is
        not in active Service with an Employer on the date he would otherwise
        first enter the Plan, his entry shall be deferred until the next day he
        is in Service.

        3.2     DEFINITION OF ELIGIBILITY YEAR. An "Eligibility Year" means an
applicable eligibility period (as defined below) in which the Employee has
completed 1,000 Hours of Service for the Employer. For this purpose:


                                       6
<PAGE>

                (a)     an Employee's first "eligibility period" is the
        12-consecutive month period beginning on the first day on which he has
        an Hour of Service, and

                (b)     his subsequent eligibility periods will be
        12-consecutive month periods beginning on each January 1 after that
        first day of Service.

        3.3     TERMINATED EMPLOYEES. No Employee shall have any interest or
rights under this Plan if he is never in active Service with an Employer on or
after the Effective Date.

        3.4     CERTAIN EMPLOYEES INELIGIBLE.

                (a)     No Employee shall participate in the Plan while his
        Service is covered by a collective bargaining agreement between an
        Employer and the Employee's collective bargaining representative if (i)
        retirement benefits have been the subject of good faith bargaining
        between the Employer and the representative and (ii) the collective
        bargaining agreement does not provide for the Employee's participation
        in the Plan.

                (b)     Leased Employees are not eligible to participate in the
        Plan.

                (c)     An eligible Employee may elect not to participate in the
        Plan, provided, however, such election is made solely to meet the
        requirements of Code Section 409(n). For an election to be effective for
        a particular Plan Year, the Employee or Participant must file the
        election in writing with the Plan Administrator no later than the last
        day of the Plan Year for which the election is to be effective. The
        Employer may not make a contribution under the Plan for the Employee or
        for the Participant for the Plan Year for which the election is
        effective, nor for any succeeding Plan Year, unless the Employee or
        Participant re-elects to participate in the Plan. The Employee or
        Participant may elect again not to participate, but not earlier than the
        first Plan Year following the Plan Year in which the re-election was
        first effective.

        3.5     PARTICIPATION AND REPARTICIPATION. Subject to the satisfaction
of the foregoing requirements, an Employee shall participate in the Plan during
each period of his Service from the date on which he first becomes eligible
until his termination. For this purpose, an Employee who returns before five (5)
consecutive Breaks in Service who previously satisfied the initial eligibility
requirements or who returns after five (5) consecutive one year Breaks in
Service with a vested Account balance in the Plan shall re-enter the Plan as of
the date of his return to Service with an Employer.

        3.6     OMISSION OF ELIGIBLE EMPLOYEE. If, in any Plan Year, any
Employee who should be included as a Participant in the Plan is erroneously
omitted and discovery of such omission is not made until after a contribution by
his Employer for the year has been made, the Employer shall make a subsequent
contribution with respect to the omitted Employee in the amount which the said
Employer would have contributed regardless of whether or not it is deductible in
whole or in part in any taxable year under applicable provisions of the Code.

SECTION 4.      CONTRIBUTIONS AND CREDITS.

        4.1     DISCRETIONARY CONTRIBUTIONS. The Employer shall from time to
time contribute, with respect to a Plan Year, such amounts as it may determine
from time to time. The Employer shall have no obligation to contribute any
amount under this Plan except as so determined in its sole discretion. The
Employer's contributions and available forfeitures for a Plan Year shall be
credited as of the last day of the year to the Accounts of the Active
Participants in proportion to their amounts of 415 Compensation earned during
that portion of the Plan Year that such persons are Participants in the Plan.


                                       7
<PAGE>

        4.2     CONTRIBUTIONS FOR STOCK OBLIGATIONS. If the Trustee, upon
instructions from the Committee, incurs any Stock Obligation upon the purchase
of Stock, the Employer may contribute for each Plan Year an amount sufficient to
cover all payments of principal and interest as they come due under the terms of
the Stock Obligation. If there is more than one Stock Obligation, the Employer
shall designate the one to which any contribution is to be applied. Investment
earnings realized on Employer contributions and any dividends paid by the
Employer on Stock held in the Unallocated Stock Account, shall be applied to the
Stock Obligation related to that Stock, subject to Section 7.2.

        In each Plan Year in which Employer contributions, earnings on
contributions, or dividends on unallocated Stock are used as payments under a
Stock Obligation, a certain number of shares of the Stock acquired with that
Stock Obligation which is then held in the Unallocated Stock Fund shall be
released for allocation among the Participants. The number of shares released
shall bear the same ratio to the total number of those shares then held in the
Unallocated Stock Fund (prior to the release) as (i) the principal and interest
payments made on the Stock Obligation in the current Plan Year bears to (ii) the
sum of (i) above, and the remaining principal and interest payments required (or
projected to be required on the basis of the interest rate in effect at the end
of the Plan Year) to satisfy the Stock Obligation.

        At the direction of the Committee, the current and projected payments of
interest under a Stock Obligation may be ignored in calculating the number of
shares to be released in each year if (i) the Stock Obligation provides for
annual payments of principal and interest at a cumulative rate that is not less
rapid at any time than level annual payments of such amounts for 10 years, (ii)
the interest included in any payment is ignored only to the extent that it would
be determined to be interest under standard loan amortization tables, and (iii)
the term of the Stock Obligation, by reason of renewal, extension, or
refinancing, has not exceeded 10 years from the original acquisition of the
Stock.

        4.3     CONDITIONS AS TO CONTRIBUTIONS. Employers' contributions shall
in all events be subject to the limitations set forth in Section 5.
Contributions may be made in the form of cash, or securities and other property
to the extent permissible under ERISA, including Stock, and shall be held by the
Trustee in accordance with the Trust Agreement. In addition to the provisions of
Section 13.3 for the return of an Employer's contributions in connection with a
failure of the Plan to qualify initially under the Code, any amount contributed
by an Employer due to a good faith mistake of fact, or based upon a good faith
but erroneous determination of its deductibility under Section 404 of the Code,
shall be returned to the Employer within one year after the date on which the
contribution was originally made, or within one year after its nondeductibility
has been finally determined. However, the amount to be returned shall be reduced
to take account of any adverse investment experience within the Trust Fund in
order that the balance credited to each Participant's Account is not less that
it would have been if the contribution had never been made.

        4.4     ROLLOVER CONTRIBUTIONS. This Plan shall not accept a direct
rollover or rollover contribution of an "eligible rollover distribution" as such
term is defined in Section 10.9-1 of the Plan.

SECTION 5.      LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS.

        5.1     LIMITATION ON ANNUAL ADDITIONS. Notwithstanding anything herein
to the contrary, allocation of Employer contributions for any Plan Year shall be
subject to the following:

                5.1-1   If allocation of Employer contributions in accordance
        with Section 4.1 will result in an allocation of more than one-third the
        total contributions for a Plan Year to the Accounts of Highly Paid
        Employees, then allocation of such amount shall be adjusted so that such
        excess will not occur.


                                       8
<PAGE>

                5.1-2   After adjustment, if any, required by the preceding
        paragraph, the annual additions during any Plan Year to any
        Participant's Account under this and any other defined contribution
        plans maintained by the Employer or an affiliate (within the purview of
        Section 414(b), (c) and (m) and Section 415(h) of the Code, which
        affiliate shall be deemed the Employer for this purpose) shall not
        exceed the lesser of $40,000 (or such other dollar amount which results
        from cost-of-living adjustments under Section 415(d) of the Code) (the
        "dollar limitation") or 100 percent of the Participant's 415
        Compensation for such limitation year (the "percentage limitation"). The
        percentage limitation shall not apply to any contribution for medical
        benefits after separation from service (within the meaning of Section
        401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as
        an annual addition. In the event that annual additions exceed the
        aforesaid limitations, they shall be reduced in the following priority:

                (i)     Any excess amount at the end of the Plan Year that
        cannot be allocated to the Participant's Account shall be reallocated to
        the remaining Participants who are eligible for an allocation of
        Employer contributions for the Plan Year. The reallocation shall be made
        in accordance with Section 4.1 of the Plan as if the Participant whose
        Account otherwise would receive the excess amount is not eligible for an
        allocation of Employer contributions.

                (ii)    If the allocation or reallocation of the excess amounts
        causes the limitations of Code section 415 to be exceeded with respect
        to each Participant for the limitation year, then the excess amount will
        be held unallocated in a suspense account. The suspense account will be
        applied to reduce future Employer contributions for all remaining
        Participants in the next limitation year and each succeeding limitation
        year if necessary.

                (iii)   If a suspense account is in existence at any time during
        a limitation year, it will not participate in any allocation of
        investment gains and losses. All amounts held in suspense accounts must
        be allocated to Participants' Accounts before any contributions may be
        made to the Plan for the limitation year.

                (iv)    If a suspense account exists at the time of Plan
        termination, amounts held in the suspense account that cannot be
        allocated shall revert to the Employer.

                5.1-3   For purposes of this Section 5.1, the "annual addition"
        to a Participant's Accounts means the sum of (i) Employer contributions,
        (ii) Employee contributions, if any, and (iii) forfeitures. Annual
        additions to a defined contribution plan also include amounts allocated,
        after March 31, 1984, to an individual medical account, as defined in
        Section 415(l)(2) of the Internal Revenue Code, which is part of a
        pension or annuity plan maintained by the Employer, amounts derived from
        contributions paid or accrued after December 31, 1985, in taxable years
        ending after such date, which are attributable to post-retirement
        medical benefits allocated to the separate account of a Key Employee
        under a welfare benefit fund, as defined in Section 419A(d) of the
        Internal Revenue Code, maintained by the Employer. For these purposes,
        annual additions to a defined contribution plan shall not include the
        allocation of the excess amounts remaining in the Unallocated Stock Fund
        subsequent to a sale of stock from such fund in accordance with a
        transaction described in Section 8.1 of the Plan.

                5.1-4   Notwithstanding the foregoing, if no more than one-third
        of the Employer contributions to the Plan for a year which are
        deductible under Section 404(a)(9) of the Code are allocated to Highly
        Paid Employees (within the meaning of Section 414(q) of the Internal
        Revenue Code), the limitations imposed herein shall not apply to:


                                       9
<PAGE>

                (i)     forfeitures of Employer securities (within the meaning
        of Section 409 of the Code) under the Plan if such securities were
        acquired with the proceeds of a loan described in Section 404(a)(9)(A)
        of the Code), or

                (ii)    Employer contributions to the Plan which are deductible
        under Section 404(a)(9)(B) and charged against a Participant's Account.

                5.1-5   If the Employer contributes amounts, on behalf of
        Employees covered by this Plan, to other "defined contribution plans" as
        defined in Section 3(34) of ERISA, the limitation on annual additions
        provided in this Section shall be applied to annual additions in the
        aggregate to this Plan and to such other plans. Reduction of annual
        additions, where required, shall be accomplished first by reductions
        under such other plan pursuant to the directions of the named fiduciary
        for administration of such other plans or under priorities, if any,
        established under the terms of such other plans and then by allocating
        any remaining excess for this Plan in the manner and priority set out
        above with respect to this Plan.

                5.1-6   A limitation year shall mean each 12 consecutive month
        period beginning each January 1.

        5.2     EFFECT OF LIMITATIONS. The Committee shall take whatever action
may be necessary from time to time to assure compliance with the limitations set
forth in Section 5.1. Specifically, the Committee shall see that each Employer
restrict its contributions for any Plan Year to an amount which, taking into
account the amount of available forfeitures, may be completely allocated to the
Participants consistent with those limitations. Where the limitations would
otherwise be exceeded by any Participant, further allocations to the Participant
shall be curtailed to the extent necessary to satisfy the limitations. Where an
excessive amount is contributed on account of a mistake as to one or more
Participants' compensation, or there is an amount of forfeitures which may not
be credited in the Plan Year in which it becomes available, the amount shall be
corrected in accordance with Section 5.1-2 of the Plan. If it is determined at
any time that the Committee and/or Trustee has erred in accepting and allocating
any contributions or forfeitures under this Plan, or in allocating net gain or
loss pursuant to Sections 8.2 and 8.3, then the Committee, in a uniform and
nondiscriminatory manner, shall determine the manner in which such error shall
be corrected and shall promptly advise the Trustee in writing of such error and
of the method for correcting such error. The Accounts of any or all Participants
may be revised, if necessary, in order to correct such error.

        5.3     LIMITATIONS AS TO CERTAIN PARTICIPANTS. Aside from the
limitations set forth in Section 5.1, if the Plan acquires any Stock in a
transaction as to which a selling shareholder or the estate of a deceased
shareholder is claiming the benefit of Section 1042 of the Code, the Committee
shall see that none of such Stock, and no other assets in lieu of such Stock,
are allocated to the Accounts of certain Participants in order to comply with
Section 409(n) of the Code.

        This restriction shall apply at all times to a Participant who owns
(taking into account the attribution rules under Section 318(a) of the Code,
without regard to the exception for employee plan trusts in Section
318(a)(2)(B)(i) more than 25 percent of any class of stock of a corporation
which issued the Stock acquired by the Plan, or another corporation within the
same controlled group, as defined in Section 409(l)(4) of the Code (any such
class of stock hereafter called a "Related Class"). For this purpose, a
Participant who owns more than 25 percent of any Related Class at any time
within the one year preceding the Plan's purchase of the Stock shall be subject
to the restriction as to all allocations of the Stock, but any other Participant
shall be subject to the restriction only as to allocations which occur at a time
when he owns more than 25 percent of any Related Class.


                                       10
<PAGE>

        Further, this restriction shall apply to the selling shareholder
claiming the benefit of Section 1042 and any other Participant who is related to
such a shareholder within the meaning of Section 267(b) of the Code, during the
period beginning on the date of sale and ending on the later of (1) the date
that is ten years after the date of sale, or (2) the date of the Plan allocation
attributable to the final payment of acquisition indebtedness incurred in
connection with the sale.

        This restriction shall not apply to any Participant who is a lineal
descendant of a selling shareholder if the aggregate amounts allocated under the
Plan for the benefit of all such descendants do not exceed five percent of the
Stock acquired from the shareholder.

        5.4     ERRONEOUS ALLOCATIONS. No Participant shall be entitled to any
annual additions or other allocations to his Account in excess of those
permitted under Section 5. If it is determined at any time that the
administrator and/or Trustee have erred in accepting and allocating any
contributions or forfeitures under this Plan, or in allocating investment
adjustments, or in excluding or including any person as a Participant, then the
administrator, in a uniform and nondiscriminatory manner, shall determine the
manner in which such error shall be corrected and shall promptly advise the
Trustee in writing of such error and of the method for correcting such error.
The Accounts of any or all Participants may be revised, if necessary, in order
to correct such error.

SECTION 6.      TRUST FUND AND ITS INVESTMENT.

        6.1     CREATION OF TRUST FUND. All amounts received under the Plan from
Employers and investments shall be held as the Trust Fund pursuant to the terms
of this Plan and of the Trust Agreement between the Bank and the Trustee. The
benefits described in this Plan shall be payable only from the assets of the
Trust Fund, and none of the Bank, any other Employer, its board of directors or
trustees, its stockholders, its officers, its employees, the Committee, and the
Trustee shall be liable for payment of any benefit under this Plan except from
the Trust Fund.

        6.2     STOCK FUND AND INVESTMENT FUND. The Trust Fund held by the
Trustee shall be divided into the Stock Fund, consisting entirely of Stock, and
the Investment Fund, consisting of all assets of the Trust other than Stock. The
Trustee shall have no investment responsibility for the Stock Fund, but shall
accept any Employer contributions made in the form of Stock, and shall acquire,
sell, exchange, distribute, and otherwise deal with and dispose of Stock in
accordance with the instructions of the Committee. The Trustee shall have full
responsibility for the investment of the Investment Fund, except to the extent
such responsibility may be delegated from time to time to one or more investment
managers pursuant to Section 2.3 of the Trust Agreement, or to the extent the
Committee directs the Trustee to purchase Stock with the assets in the
Investment Fund.

        6.3     ACQUISITION OF STOCK. From time to time the Committee may, in
its sole discretion, direct the Trustee to acquire Stock from the issuing
Employer or from shareholders, including shareholders who are or have been
Employees, Participants, or fiduciaries with respect to the Plan. The Trustee
shall pay for such Stock no more than its fair market value, which shall be
determined conclusively by the Committee pursuant to Section 12.4. The Committee
may direct the Trustee to finance the acquisition of Stock by incurring or
assuming indebtedness to the seller or another party which indebtedness shall be
called a "Stock Obligation." The term "Stock Obligation" shall refer to a loan
made to the Plan by a disqualified person within the meaning of Section
4975(e)(2) of the Code, or a loan to the Plan which is guaranteed by a
disqualified person. A Stock Obligation includes a direct loan of cash, a
purchase-money transaction, and an assumption of an obligation of a
tax-qualified employee stock ownership plan under Section 4975(e)(7) of the Code
("ESOP"). For these purposes, the term "guarantee" shall include an unsecured
guarantee and the use of assets of a disqualified person as collateral for a
loan, even though the use of assets may not be a guarantee under applicable
state law.


                                       11
<PAGE>

An amendment of a Stock Obligation in order to qualify as an "exempt loan" is
not a refinancing of the Stock Obligation or the making of another Stock
Obligation. The term "exempt loan" refers to a loan that satisfies the
provisions of this paragraph. A "non-exempt loan" fails to satisfy this
paragraph. Any Stock Obligation shall be subject to the following conditions and
limitations:

                6.3-1   A Stock Obligation shall be for a specific term, shall
        not be payable on demand except in the event of default, and shall bear
        a reasonable rate of interest.

                6.3-2   A Stock Obligation may, but need not, be secured by a
        collateral pledge of either the Stock acquired in exchange for the Stock
        Obligation, or the Stock previously pledged in connection with a prior
        Stock Obligation which is being repaid with the proceeds of the current
        Stock Obligation. No other assets of the Plan and Trust may be used as
        collateral for a Stock Obligation, and no creditor under a Stock
        Obligation shall have any right or recourse to any Plan and Trust assets
        other than Stock remaining subject to a collateral pledge.

                6.3-3   Any pledge of Stock to secure a Stock Obligation must
        provide for the release of pledged Stock in connection with payments on
        the Stock obligations in the ratio prescribed in Section 4.2.

                6.3-4   Repayments of principal and interest on any Stock
        Obligation shall be made by the Trustee only from Employer cash
        contributions designated for such payments, from earnings on such
        contributions, and from cash dividends received on Stock, in the last
        case, however, subject to the further requirements of Section 7.2.

                6.3-5   In the event of default of a Stock Obligation, the value
        of Plan assets transferred in satisfaction of the Stock Obligation must
        not exceed the amount of the default. If the lender is a disqualified
        person within the meaning of Section 4975 of the Code, a Stock
        Obligation must provide for a transfer of Plan assets upon default only
        upon and to the extent of the failure of the Plan to meet the payment
        schedule of said Stock Obligation. For purposes of this paragraph, the
        making of a guarantee does not make a person a lender.

        6.4     PARTICIPANTS' OPTION TO DIVERSIFY. The Committee shall provide
for a procedure under which each Participant may, during the qualified election
period, elect to "diversify" a portion of the Employer Stock allocated to his
Account, as provided in Section 401(a)(28)(B) of the Code. An election to
diversify must be made on the prescribed form and filed with the Committee
within the period specified herein. For each of the first five (5) Plan years in
the qualified election period, the Participant may elect to diversify an amount
which does not exceed 25% of the number of shares allocated to his Account since
the inception of the Plan, less all shares with respect to which an election
under this Section has already been made. For the last year of the qualified
election period, the Participant may elect to have up to 50 percent of the value
of his Account committed to other investments, less all shares with respect to
which an election under this Section has already been made. The term "qualified
election period" shall mean the six (6) Plan Year period beginning with the
first Plan Year in which a Participant has both attained age 55 and completed 10
years of participation in the Plan. A Participant's election to diversify his
Account may be made within each year of the qualified election period and shall
continue for the 90-day period immediately following the last day of each year
in the qualified election period. Once a Participant makes such election, the
Plan must complete diversification in accordance with such election within 90
days after the end of the period during which the election could be made for the
Plan Year. In the discretion of the Committee, the Plan may satisfy the
diversification requirement by any of the following methods:


                                       12
<PAGE>

                6.4-1   The Plan may distribute all or part of the amount
        subject to the diversification election.

                The Plan may offer the Participant at least three other distinct
        investment options, if available under the Plan. The other investment
        options shall satisfy the requirements of Regulations under Section
        404(c) of the Employee Retirement Income Security Act of 1974, as
        amended ("ERISA").

                The Plan may transfer the portion of the Participant's Account
        subject to the diversification election to another qualified defined
        contribution plan of the Employer that offers at least three investment
        options satisfying the requirements of the Regulations under Section
        404(c) of ERISA.

SECTION 7.      VOTING RIGHTS AND DIVIDENDS ON STOCK.

        7.1     VOTING AND TENDERING OF STOCK. The Trustee generally shall vote
all shares of Stock held under the Plan in accordance with the written
instructions of the Committee. However, if any Employer has registration-type
class of securities within the meaning of Section 409(e)(4) of the Code, or if a
matter submitted to the holders of the Stock involves a merger, consolidation,
recapitalization, reclassification, liquidation, dissolution, or sale of
substantially all assets of an entity, then (i) the shares of Stock which have
been allocated to Participants' Accounts shall be voted by the Trustee in
accordance with the Participants' written instructions, and (ii) the Trustee
shall vote any unallocated Stock and allocated Stock for which it has received
no voting instructions in the same proportions as it votes the allocated Stock
for which it has received instructions from Participants; provided, however,
that if an exempt loan, as defined in Section 4975(d) of the Code, is
outstanding and the Plan is in default on such exempt loan, as default is
defined in the loan documents, then to the extent that such loan documents
require the lender to exercise voting rights with respect to the unallocated
shares, the loan documents will prevail. In the event no shares of Stock have
been allocated to Participants' Accounts at the time Stock is to be voted and
any exempt loan which may be outstanding is not in default, each Participant
shall be deemed to have one share of Stock allocated to his or her Account for
the sole purpose of providing the Trustee with voting instructions.

        Notwithstanding any provision hereunder to the contrary, all unallocated
shares of Stock must be voted by the Trustee in a manner determined by the
Trustee to be for the exclusive benefit of the Participants and Beneficiaries.
Whenever such voting rights are to be exercised, the Employers shall provide the
Trustee, in a timely manner, with the same notices and other materials as are
provided to other holders of the Stock, which the Trustee shall distribute to
the Participants. The Participants shall be provided with adequate opportunity
to deliver their instructions to the Trustee regarding the voting of Stock
allocated to their Accounts. The instructions of the Participants' with respect
to the voting of allocated shares hereunder shall be confidential.

                7.1-1   In the event of a tender offer, Stock shall be tendered
        by the Trustee in the same manner as set forth above with respect to the
        voting of Stock. Notwithstanding any provision hereunder to the
        contrary, Stock must be tendered by the Trustee in a manner determined
        by the Trustee to be for the exclusive benefit of the Participants and
        Beneficiaries.

        7.2     DIVIDENDS ON STOCK. Dividends on Stock which are received by the
Trustee in the form of additional Stock shall be retained in the Stock Fund, and
shall be allocated among the Participant's Accounts and the Unallocated Stock
Fund in accordance with their holdings of the Stock on which the dividends have
been paid. Dividends on Stock credited to Participants' Accounts which are
received by the Trustee in the form of cash shall, at the direction of the
Employer paying the dividends, either (i) be credited to the Accounts in
accordance with Section 8.3 and invested as part of the Investment Fund, (ii) be
distributed immediately to the Participants in proportion with the Participants'


                                       13
<PAGE>

Stock Fund Account balance (iii) be distributed to the Participants within 90
days of the close of the Plan Year in which paid in proportion with the
Participants' Stock Fund Account balance or (iv) be used to make payments on the
Stock Obligation. If dividends on Stock allocated to a Participant's Account are
used to repay the Stock Obligation, Stock with a fair market value equal to the
dividends so used must be allocated to such Participant's Account in lieu of the
dividends. Dividends on Stock held in the Unallocated Stock Fund which are
received by the Trustee in the form of cash shall be allocated to Participants'
Investment Fund Accounts (pro rata based on the Participant's Account balance in
relation to all Participants' Account balances) and shall be applied as soon as
practicable to payments of principal and interest under the Stock Obligation
incurred with the purchase of the Stock.

SECTION 8.      ADJUSTMENTS TO ACCOUNTS.

        8.1     ADJUSTMENTS FOR TRANSACTIONS. An Employer contribution pursuant
to Section 4.1 shall be credited to the Participants' Accounts as of the last
day of the Plan Year for which it is contributed, in accordance with Section
4.1. Stock released from the Unallocated Stock Fund upon the Trust's repayment
of a Stock Obligation pursuant to Section 4.2 shall be credited to the
Participants' Accounts as of the last day of the Plan Year in which the
repayment occurred, pro rata based on the cash applied from such Participant's
Account relative to the cash applied from all Participants' Accounts. Any excess
amounts remaining in the suspense account following a sale of Stock from the
Unallocated Stock Fund to repay a Stock Obligation shall be allocated as of the
last day of the Plan Year in which the repayment occurred among the
Participants' Accounts in proportion to 415 Compensation. Any benefit which is
paid to a Participant or Beneficiary pursuant to Section 10 shall be charged to
the Participant's Account as of the first day of the Valuation Period in which
it is paid. Any forfeiture or restoral shall be charged or credited to the
Participant's Account as of the first day of the Valuation Period in which the
forfeiture or restoral occurs pursuant to Section 9.6.

        8.2     VALUATION OF INVESTMENT FUND. As of each Valuation Date, the
Trustee shall prepare a balance sheet of the Investment Fund, recording each
asset (including any contribution receivable from an Employer) and liability at
its fair market value. Any liability with respect to short positions or options
and any item of accrued income or expense and unrealized appreciation or
depreciation shall be included; provided, however, that such an item may be
estimated or excluded if it is not readily ascertainable unless estimating or
excluding it would result in a material distortion. The Committee shall then
determine the net gain or loss of the Investment Fund since the preceding
Valuation Date, which shall mean the entire income of the Investment Fund,
including realized and unrealized capital gains and losses, net of any expenses
to be charged to the general Investment Fund and excluding any contributions by
the Employer. The determination of gain or loss shall be consistent with the
balance sheets of the Investment Fund for the current and preceding Valuation
Dates.

        8.3     ADJUSTMENTS FOR INVESTMENT EXPERIENCE. Any net gain or loss of
the Investment Fund during a Valuation Period, as determined pursuant to Section
8.2, shall be allocated as of the last day of the Valuation Period among the
Participants' Accounts in proportion to the opening balance in each Account, as
adjusted for benefit payments and forfeitures during the Valuation Period,
without regard to whatever Stock may be credited to an Account. Any cash
dividends received on Stock credited to Participant's Accounts shall be
allocated as of the last day of the Valuation Period among the Participants'
Accounts based on the opening balance in each Participant's Stock Fund Account.


                                       14
<PAGE>

SECTION 9.      VESTING OF PARTICIPANTS' INTERESTS.

        9.1     DEFERRED VESTING IN ACCOUNTS. A Participant's vested interest in
his Account shall be based on his Vesting Years in accordance with the following
table, subject to the balance of this Section 9:

                         Vesting                         Percentage of
                          Years                         Interest Vested
                          -----                         ---------------

                       Fewer than 3                              0%
                            3                                   20%
                            4                                   40%
                            5                                   60%
                            6                                   80%
                        7 or more                              100%

        9.2     COMPUTATION OF VESTING YEARS. For purposes of this Plan, a
"Vesting Year" means generally a Plan Year in which an Employee has at least
1,000 Hours of Service, beginning with the first Plan Year in which the Employee
has completed an Hour of Service with the Employer, and including Service with
other Employers as provided in the definition of "Service." Notwithstanding the
above, an Employee who was employed with the Bank in its pre-conversion mutual
form (the "Mutual Association") shall receive credit for vesting purposes for
each calendar year of continuous employment with the Mutual Association in which
such Employee completed 1,000 Hours of Service (such years shall also be
referred to as "Vesting Years"). However, a Participant's Vesting Years shall be
computed subject to the following conditions and qualifications:

                9.2-1   A Participant's Vesting Years shall not include any
        Service prior to the date on which an Employee attains age 18.

                9.2-2   A Participant's vested interest in his Account
        accumulated before five (5) consecutive Breaks in Service shall be
        determined without regard to any Service after such five consecutive
        Breaks in Service. Further, if a Participant has five (5) consecutive
        Breaks in Service before his interest in his Account has become vested
        to some extent, pre-Break years of Service shall not be required to be
        taken into account for purposes of determining his post-Break vested
        percentage.

                9.2-3   In the case of a Participant who has 5 or more
        consecutive 1-year Breaks in Service, the Participant's pre-Break
        Service will count in vesting of the Employer-derived post-break accrued
        benefit only if either:

                (i)     such Participant has any nonforfeitable interest in the
        accrued benefit attributable to Employer contributions at the time of
        separation from Service, or

                (ii)    upon returning to Service the number of consecutive
        1-year Breaks in Service is less than the number of years of Service.

                9.2-4   Notwithstanding any provision of the Plan to the
        contrary, effective January 1, 1998, calculation of service for
        determining Vesting Years with respect to qualified military service
        will be provided in accordance with Section 414(u) of the Code.

                9.2-5   If any amendment changes the vesting schedule, including
        an automatic change to or from a top-heavy vesting schedule, any
        Participant with three (3) or more Vesting Years may, by filing a
        written request with the Employer, elect to have his vested percentage
        computed under the vesting


                                       15
<PAGE>

        schedule in effect prior to the amendment. The election period must
        begin not later than the later of sixty (60) days after the amendment is
        adopted, the amendment becomes effective, or the Participant is issued
        written notice of the amendment by the Employer or the Committee.

        9.3     FULL VESTING UPON CERTAIN EVENTS.

                9.3-1   Notwithstanding Section 9.1, a Participant's interest in
        his Account shall fully vest on the Participant's Normal Retirement
        Date. The Participant's interest shall also fully vest in the event that
        his Service is terminated by Early Retirement, Disability or by death.

                9.3-2   The Participant's interest in his Account shall also
        fully vest in the event of a "Change in Control" of the Bank. For these
        purposes, "Change in Control" shall mean an event of a nature that (i)
        would be required to be reported in response to Item 1a of the current
        report on Form 8-K, as in effect on the date hereof, pursuant to Section
        13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act");
        or (ii) results in a Change in Control of the Bank within the meaning of
        the Bank Holding Company Act of 1956, as amended, and applicable rules
        and regulations promulgated thereunder as in effect at the time of the
        Change in Control (collectively, the "BHCA"); or (iii) without
        limitation such a Change in Control shall be deemed to have occurred at
        such time as (a) any "Person" (as the term is used in Sections 13(d) and
        14(d) of the Exchange Act) is or becomes the "beneficial owner" (as
        defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
        of securities of the Bank representing 25% or more of the Bank's
        outstanding securities except for any securities purchased by the Bank's
        employee stock ownership plan and trust; or (b) individuals who
        constitute the Board on the date hereof (the "Incumbent Board") cease
        for any reason to constitute at least a majority thereof, PROVIDED that
        any person becoming a director subsequent to the date hereof whose
        election was approved by a vote of at least [TWO-THIRDS]
        [THREE-QUARTERS] of the directors comprising the Incumbent Board or
        whose nomination for election by the Company's stockholders was approved
        by the same Nominating Committee serving under an Incumbent Board, shall
        be, for purposes of this clause (b), considered as though he were a
        member of the Incumbent Board; or (c) a reorganization, merger,
        consolidation, sale of all or substantially all the assets of the Bank,
        or similar transaction in which the Bank is not the surviving
        institution occurs; or (d) a proxy statement soliciting proxies from
        stockholders of the Bank, by someone other than the current management
        of the Bank, seeking stockholder approval of a plan of reorganization,
        merger or consolidation of the Bank or similar transaction with one or
        more corporations as a result of which the outstanding shares of the
        class of securities then subject to the plan are to be exchanged for or
        converted into cash or property or securities not issued by the Bank; or
        (e) a tender offer is made for 25% or more of the voting securities of
        the Bank and the shareholders owning beneficially or of record 25% or
        more of the outstanding securities of the Bank have tendered or offered
        to sell their shares pursuant to such tender offer and such tendered
        shares have been accepted by the tender offeror. Notwithstanding
        anything to the contrary herein, it shall not be considered a Change in
        Control where the Bank forms a holding company without change in the
        respective beneficial ownership interests of its stockholders other than
        pursuant to the exercise of any dissenter and appraiser rights or the
        purchase of shares by underwriters in connection with a public offering
        of the Bank stock. Notwithstanding anything herein to the contrary, the
        reorganization of the Company by way of a second step conversion shall
        not be considered a "Change in Control."

                9.3-3   Upon a Change in Control described in 9.3-2, the Plan
        shall be terminated and the Plan Administrator shall direct the Trustee
        to sell a sufficient amount of Stock from the Unallocated Stock Fund to
        repay any outstanding Stock Obligation in full. The proceeds of such
        sale shall be used to repay such Stock Obligation. After repayment of
        the Stock Obligation, all remaining shares in the


                                       16
<PAGE>

        Unallocated Stock Fund (or the proceeds thereof, if applicable) shall be
        deemed to be earnings and shall be allocated in accordance with the
        requirements of Section 8.1.

        9.4     FULL VESTING UPON PLAN TERMINATION. Notwithstanding Section 9.1,
a Participant's interest in his Account shall fully vest upon termination of
this Plan or upon the permanent and complete discontinuance of contributions by
his Employer. In the event of a partial termination, the interest of each
affected Participant shall fully vest with respect to that part of the Plan
which is terminated.

        9.5     FORFEITURE, REPAYMENT, AND RESTORAL. If a Participant's Service
terminates before his interest in his Account is fully vested, that portion
which has not vested shall be forfeited if he either (i) receives a distribution
of his entire vested interest pursuant to Section 10.1, or (ii) incurs a
one-year Break in Service. If a Participant's Service terminates prior to having
any portion of his Account become vested, such Participant shall be deemed to
have received a distribution of his vested interest as of the Valuation Date
next following his termination of Service.

        If a Participant who has suffered a forfeiture of the nonvested portion
of his Account returns to Service before he has five (5) consecutive Breaks in
Service, the nonvested portion shall be restored, provided that, if the
Participant had received a distribution of his vested Account balance, the
amount distributed shall be repaid prior to such restoral. The Participant may
repay such amount at any time within five years after he has returned to
Service. The amount repaid shall be credited to his Account at the time it is
repaid; an additional amount equal to that portion of his Account which was
previously forfeited shall be restored to his Account at the same time from
other Employees' forfeitures and, if such forfeitures are insufficient, from a
special contribution by his Employer for that year. If the Participant did not
receive a distribution of his vested Account balance, any forfeiture restored
shall include earnings that would have been credited to the Account but for the
forfeiture. A Participant who was deemed to have received a distribution of his
vested interest in the Plan shall have his Account restored as of the first day
on which he performs an Hour of Service after his return.

        9.6     ACCOUNTING FOR FORFEITURES. If a portion of a Participant's
Account is forfeited, Stock allocated to said Participant's Account shall be
forfeited only after other assets are forfeited. If interests in more than one
class of Stock have been allocated to a Participant's Account, the Participant
must be treated as forfeiting the same proportion of each class of Stock. A
forfeiture shall be charged to the Participant's Account as of the first day of
the first Valuation Period in which the forfeiture becomes certain pursuant to
Section 9.5. Except as otherwise provided in that Section, a forfeiture shall be
added to the contributions of the terminated Participant's Employer which are to
be credited to other Participants pursuant to Section 4.1 as of the last day of
the Plan Year in which the forfeiture becomes certain.

        9.7     VESTING AND NONFORFEITABILITY. A Participant's interest in his
Account which has become vested shall be nonforfeitable for any reason.

SECTION 10.     PAYMENT OF BENEFITS.

        10.1    BENEFITS FOR PARTICIPANTS. For a Participant whose Service ends
for any reason, distribution will be made to or for the benefit of the
Participant or, in the case of the Participant's death, his Beneficiary, by
payment in a lump sum, in accordance with Section 10.2, either, or a combination
of the following methods:

                By payment in a lump sum, in accordance with Section 10.2; or

                By payment in a series of substantially equal annual
        installments over a period not to exceed five (5) years, provided the
        maximum period over which the distribution of a Participant's Account


                                       17
<PAGE>

        may be made shall be extended by 1 year, up to five (5) additional
        years, for each $145,000 (or fraction thereof) by which such
        Participant's Account balance exceeds $725,000 (the aforementioned
        figures are subject to cost-of-living adjustments prescribed by the
        Secretary of the Treasury pursuant to Section 409(o)(2) of the Code).

                The Participant shall elect the manner in which his vested
        Account balance will be distributed to him. If a Participant so desires,
        he may direct how his benefits are to be paid to his Beneficiary. If a
        deceased Participant did not file a direction with the Committee, the
        Participant's benefits shall be distributed to his Beneficiary in a lump
        sum. Notwithstanding any provision to the contrary, if the value of a
        Participant's vested Account balance at the time of any distribution,
        does not equal or exceed $5,000, then such Participant's vested Account
        shall be distributed in a lump sum within 60 days after the end of the
        Plan Year in which employment terminates. If the value of a
        Participant's vested Account balance is, or has ever been, in excess of
        $5,000, then his benefits shall not be paid prior to the later of the
        time he has attained Normal Retirement or age 62 unless he elects an
        early payment date in a written election filed with the Committee. A
        Participant may modify such an election at any time, provided any new
        benefit payment date is at least 30 days after a modified election is
        delivered to the Committee. Failure of a Participant to consent to a
        distribution prior to the later of Normal Retirement or age 62 shall be
        deemed to be an election to defer commencement of payment of any benefit
        under this section.

        10.2    TIME FOR DISTRIBUTION.

                10.2.1  If the Participant and, if applicable, with the consent
        of the Participant's spouse, elects the distribution of the
        Participant's Account balance in the Plan, distribution shall commence
        as soon as practicable following his termination of Service, but no
        later than one year after the close of the Plan Year:

                (i)     in which the Participant separates from service by
        reason of attainment of Normal Retirement Age under the Plan,
        Disability, or death; or

                (ii)    which is the fifth Plan Year following the year in which
        the Participant resigns or is dismissed, unless he is reemployed before
        such date.

                10.2.2  Unless the Participant elects otherwise, the
        distribution of the balance of a Participant's Account shall commence
        not later than the 60th day after the latest of the close of the Plan
        Year in which -

                (i)     the Participant attains the age of 65;

                (ii)    occurs the tenth anniversary of the year in which the
        Participant commenced participation in the Plan; or

                (iii)   the Participant terminates his Service with the
        Employer.

                10.2.3  Notwithstanding anything to the contrary, (1) with
        respect to a 5-percent owner (as defined in Code Section 416),
        distribution of a Participant's Account shall commence (whether or not
        he remains in the employ of the Employer) not later than the April 1 of
        the calendar year next following the calendar year in which the
        Participant attains age 70 1/2, and (2) with respect to all other
        Participants, payment of a Participant's benefit will commence not later
        than April 1 of the calendar year following the calendar year in which
        the Participant attains age 70 1/2, or, if later, the year in which the
        Participant retires. A Participant's benefit from that portion of his
        Account committed to the


                                       18
<PAGE>

        Investment Fund shall be calculated on the basis of the most recent
        Valuation Date before the date of payment.

                10.2.4  Distribution of a Participant's Account balance after
        his death shall comply with the following requirements:

                (i)     If a Participant dies before his distributions have
        commenced, distribution of his Account to his Beneficiary shall commence
        not later than one year after the end of the Plan Year in which the
        Participant died; however, if the Participant's Beneficiary is his
        surviving Spouse, distributions may commence on the date on which the
        Participant would have attained age 70 1/2. In either case,
        distributions shall be completed within five years after they commence.

                (ii)    If the Participant dies after distribution has commenced
        pursuant to Section 10.1.2 but before his entire interest in the Plan
        has been distributed to him, then the remaining portion of that interest
        shall, in accordance with Section 401(a)(9) of the Code, be distributed
        at least as rapidly as under the method of distribution being used under
        Section 10.1.2 at the date of his death.

                (iii)   If a married Participant dies before his benefit
        payments begin, then unless he has specifically elected otherwise the
        Committee shall cause the balance in his Account to be paid to his
        Spouse. No election by a married Participant of a different Beneficiary
        shall be valid unless the election is accompanied by the Spouse's
        written consent, which (i) must acknowledge the effect of the election,
        (ii) must explicitly provide either that the designated Beneficiary may
        not subsequently be changed by the Participant without the Spouse's
        further consent, or that it may be changed without such consent, and
        (iii) must be witnessed by the Committee, its representative, or a
        notary public. (This requirement shall not apply if the Participant
        establishes to the Committee's satisfaction that the Spouse may not be
        located.)

                10.2-5  All distributions under this section shall be determined
        and made in accordance with final and temporary regulations Sections
        1.401(a)(9)-1 through 1.401(a)(9)-9, as promulgated under Code Section
        401(a)(9), including the minimum distribution incidental benefit
        requirements of Code Section 401(a)(9)(G) and Section 1.401(a)(9)-2 of
        the proposed regulations. These provisions override any distribution
        options in the Plan inconsistent with Code Section 401(a)(9).

        10.3    MARITAL STATUS. The Committee, the Plan, the Trustee, and the
Employers shall be fully protected and discharged from any liability to the
extent of any benefit payments made as a result of the Committee's good faith
and reasonable reliance upon information obtained from a Participant and his
Employer as to his marital status.

        10.4    DELAY IN BENEFIT DETERMINATION. If the Committee is unable to
determine the benefits payable to a Participant or Beneficiary on or before the
latest date prescribed for payment pursuant to Section 10.1 or 10.2, the
benefits shall in any event be paid within 60 days after they can first be
determined, with whatever makeup payments may be appropriate in view of the
delay.

        10.5    ACCOUNTING FOR BENEFIT PAYMENTS. Any benefit payment shall be
charged to the Participant's Account as of the first day of the Valuation Period
in which the payment is made.

        10.6    OPTIONS TO RECEIVE STOCK OR CASH. Unless ownership of virtually
all Stock is restricted to active Employees and qualified retirement plans for
the benefit of Employees pursuant to the certificates of incorporation or
by-laws of the Employers issuing Stock, a terminated Participant or the
Beneficiary of a deceased Participant may instruct the Committee to distribute
the Participant's entire vested interest in his


                                       19
<PAGE>

Account in the form of cash or Stock or a combination thereof. In the event the
Participant elects to receive all Stock, the Committee shall apply the
Participant's vested interest in the Investment Fund to purchase sufficient
Stock from the Stock Fund or from any owner of Stock to make the required
distribution.

        Any Participant who receives Stock pursuant to Section 10.1, and any
person who has received Stock from the Plan or from such a Participant by reason
of the Participant's death or incompetency, by reason of divorce or separation
from the Participant, or by reason of a rollover contribution described in
Section 402(a)(5) of the Code, shall have the right to require the Employer
which issued the Stock to purchase the Stock for its current fair market value
(hereinafter referred to as the "put right"). The put right shall be exercisable
by written notice to the Committee during the first 60 days after the Stock is
distributed by the Plan, and, if not exercised in that period, during the first
60 days in the following Plan Year after the Committee has communicated to the
Participant its determination as to the Stock's current fair market value.
However, the put right shall not apply to the extent that the Stock, at the time
the put right would otherwise be exercisable, may be sold on an established
market in accordance with federal and state securities laws and regulations.
Similarly, the put option shall not apply with respect to the portion of a
Participant's Account which the Employee elected to have reinvested under Code
Section 401(a)(28)(B). If the put right is exercised, the Trustee may, if so
directed by the Committee in its sole discretion, assume the Employer's rights
and obligations with respect to purchasing the Stock. Notwithstanding anything
herein to the contrary, in the case of a plan established by a bank (as defined
in Code Section 581), the put option shall not apply if prohibited by a federal
or state law and Participants are entitled to elect their benefits be
distributed in cash.

        If a Participant elects to receive his distribution in the form of a
lump sum pursuant to Section 10.1.1 of the Plan, the Employer or the Trustee, as
the case may be, may elect to pay for the Stock in equal periodic installments,
not less frequently than annually, over a period not longer than five years from
the day after the put right is exercised, with adequate security and interest at
a reasonable rate on the unpaid balance, all such terms to be set forth in a
promissory note delivered to the seller with normal terms as to acceleration
upon any uncured default.

        If a Participant elects to receive his distribution in the form of an
installment payment pursuant to Section 10.1.2 of the Plan, the Employer or the
Trustee, as the case may be, shall pay for the Stock distributed in the
installment distribution over a period which shall not exceed 30 days after the
exercise of the put right.

        Nothing contained herein shall be deemed to obligate any Employer to
register any Stock under any federal or state securities law or to create or
maintain a public market to facilitate the transfer or disposition of any Stock.
The put right described herein may only be exercised by a person described in
the second preceding paragraph, and may not be transferred with any Stock to any
other person. As to all Stock purchased by the Plan in exchange for any Stock
Obligation, the put right shall be nonterminable. The put right for Stock
acquired through a Stock Obligation shall continue with respect to such Stock
after the Stock Obligation is repaid or the Plan ceases to be an employee stock
ownership plan.

        10.7    RESTRICTIONS ON DISPOSITION OF STOCK. Except in the case of
Stock which is traded on an established market, a Participant who receives Stock
pursuant to Section 10.1, and any person who has received Stock from the Plan or
from such a Participant by reason of the Participant's death or incompetency, by
reason of divorce or separation from the Participant, or by reason of a rollover
contribution described in Section 402(a)(5) of the Code, shall, prior to any
sale or other transfer of the Stock to any other person, first offer the Stock
to the issuing Employer and to the Plan at the greater of (i) its current fair
market value, or (ii) the purchase price offered in good faith by an independent
third party purchaser. This restriction shall apply to any transfer, whether
voluntary, involuntary, or by operation of law, and whether for consideration or
gratuitous. Either the Employer or the Trustee may accept the offer within 14
days after it is delivered. Any Stock distributed by the Plan shall bear a
conspicuous legend describing the right of first refusal under this


                                       20
<PAGE>

Section 10.7, as well as any other restrictions upon the transfer of the Stock
imposed by federal and state securities laws and regulations.

        10.8    CONTINUING LOAN PROVISIONS; CREATIONS OF PROTECTIONS AND RIGHTS.
Except as otherwise provided in Sections 10.6 and 10.7 and this Section, no
shares of Employer Stock held or distributed by the Trustee may be subject to a
put, call or other option, or buy-sell arrangement. The provisions of this
Section shall continue to be applicable to such Stock even if the Plan ceases to
be an employee stock ownership plan under Section 4975(e)(7) of the Code.

        10.9    DIRECT ROLLOVER OF ELIGIBLE DISTRIBUTION. A Participant or
distributee may elect, at the time and in the manner prescribed by the Trustee
or the Committee, to have any portion of an eligible rollover distribution paid
directly to an eligible retirement plan specified by the Participant or
distributee in a direct rollover.

                10.9-1  An "eligible rollover" is any distribution that 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 Participant and the Participant's Beneficiary,
        or for a specified period of ten years or more; any distribution to the
        extent such distribution is required under Code Section 401(a)(9); any
        hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the
        Code; and the portion of any distribution that is not included in gross
        income (determined without regard to the exclusion for net unrealized
        appreciation with respect to employer securities). A portion of a
        distribution shall not fail to be an eligible rollover distribution
        merely because the portion consists of after-tax employee contributions
        which are not includible in gross income. However, such portion may be
        transferred only to an individual retirement account or annuity
        described in section 408(a) or (b) of the Code, or to a qualified
        defined contribution plan described in section 401(a) or 403(a) of the
        Code that agrees to separately accounting for the portion of such
        distribution which is includible in gross income and the portion of such
        distribution which is not so includible.

                10.9-2  An "eligible retirement plan" is an individual
        retirement account described in Code Section 408(a), an individual
        retirement annuity described in Code Section 408(b), an annuity plan
        described in Code Section 403(a), or a qualified trust described in Code
        Section 401(a), that accepts the distributee's eligible rollover
        distribution. In the case of distributions after December 31, 2001, an
        eligible retirement plan shall also include an annuity contract
        described in Section 403(b) of the Code and an eligible plan under
        Section 457(b) of the Code which is maintained by a state, or any agency
        or instrumentality of a state or political subdivision of a state and
        which agrees to separately account for amounts transferred into such
        plan from this plan. In the case of an eligible rollover distribution to
        a surviving Spouse, an eligible retirement plan is an individual
        retirement account or individual retirement annuity.

                10.9-3  A "direct rollover" is a payment by the Plan to the
        eligible retirement plan specified by the distributee.

                10.9-4  The term "distributee" shall refer to a deceased
        Participant's Spouse or a Participant's former Spouse who is the
        alternate payee under a qualified domestic relations order, as defined
        in Code Section 414(p).

        10.10   WAIVER OF 30-DAY PERIOD AFTER NOTICE OF DISTRIBUTION. If a
distribution is one to which Sections 401(a)(11) and 417 of the Code do not
apply, such distribution may commence less than 30 days after the notice
required under Section 1.411(a)-11(c) of the Income Tax Regulations is given,
provided that:


                                       21
<PAGE>

                (i)     the Trustee or Committee, as applicable, clearly informs
        the Participant that the Participant has a right to a period of at least
        30 days after receiving the notice to consider the decision of whether
        or not to elect a distribution (and, if applicable, a particular
        option), and

                (ii)    the Participant, after receiving the notice,
        affirmatively elects a distribution.

SECTION 11.     RULES GOVERNING BENEFIT CLAIMS AND REVIEW OF APPEALS.

        11.1    CLAIM FOR BENEFITS. Any Participant or Beneficiary who qualifies
for the payment of benefits shall file a claim for his benefits with the
Committee on a form provided by the Committee. The claim, including any election
of an alternative benefit form, shall be filed at least 30 days before the date
on which the benefits are to begin. If a Participant or Beneficiary fails to
file a claim by the day before the date on which benefits become payable, he
shall be presumed to have filed a claim for payment for the Participant's
benefits in the standard form prescribed by Sections 10.1 or 10.2.

        11.2    NOTIFICATION BY COMMITTEE. Within 90 days after receiving a
claim for benefits (or within 180 days, if special circumstances require an
extension of time and written notice of the extension is given to the
Participant or Beneficiary within 90 days after receiving the claim for
benefits), the Committee shall notify the Participant or Beneficiary whether the
claim has been approved or denied. If the Committee denies a claim in any
respect, the Committee shall set forth in a written notice to the Participant or
Beneficiary:

                (i)     each specific reason for the denial;

                (ii)    specific references to the pertinent Plan provisions on
        which the denial is based;

                (iii)   a description of any additional material or information
        which could be submitted by the Participant or Beneficiary to support
        his claim, with an explanation of the relevance of such information; and

                (iv)    an explanation of the claims review procedures set forth
        in Section 11.3.

        11.3    CLAIMS REVIEW PROCEDURE. Within 60 days after a Participant or
Beneficiary receives notice from the Committee that his claim for benefits has
been denied in any respect, he may file with the Committee a written notice of
appeal setting forth his reasons for disputing the Committee's determination. In
connection with his appeal the Participant or Beneficiary or his representative
may inspect or purchase copies of pertinent documents and records to the extent
not inconsistent with other Participants' and Beneficiaries' rights of privacy.
Within 60 days after receiving a notice of appeal from a prior determination (or
within 120 days, if special circumstances require an extension of time and
written notice of the extension is given to the Participant or Beneficiary and
his representative within 60 days after receiving the notice of appeal), the
Committee shall furnish to the Participant or Beneficiary and his
representative, if any, a written statement of the Committee's final decision
with respect to his claim, including the reasons for such decision and the
particular Plan provisions upon which it is based.

SECTION 12.     THE COMMITTEE AND ITS FUNCTIONS.

        12.1    AUTHORITY OF COMMITTEE. The Committee shall be the "plan
administrator" within the meaning of ERISA and shall have exclusive
responsibility and authority to control and manage the operation and
administration of the Plan, including the interpretation and application of its
provisions, except to the extent such responsibility and authority are otherwise
specifically (i) allocated to the Bank, the Employers, or the Trustee under the
Plan and Trust Agreement, (ii) delegated in writing to other persons by the
Bank, the Employers, the Committee, or the Trustee, or (iii) allocated to other
parties by operation of law. The


                                       22
<PAGE>

Committee shall have exclusive responsibility regarding decisions concerning the
payment of benefits under the Plan. The Committee shall have no investment
responsibility with respect to the Investment Fund except to the extent, if any,
specifically provided in the Trust Agreement. In the discharge of its duties,
the Committee may employ accountants, actuaries, legal counsel, and other agents
(who also may be employed by an Employer or the Trustee in the same or some
other capacity) and may pay their reasonable expenses and compensation.

        12.2    IDENTITY OF COMMITTEE. The Committee shall consists of three or
more individuals selected by the Bank. Any individual, including a director,
trustee, shareholder, officer, or Employee of an Employer, shall be eligible to
serve as a member of the Committee. The Bank shall have the power to remove any
individual serving on the Committee at any time without cause upon 10 days
written notice, and any individual may resign from the Committee at any time
upon 10 days written notice to the Bank. The Bank shall notify the Trustee of
any change in membership of the Committee.

        12.3    DUTIES OF COMMITTEE. The Committee shall keep whatever records
may be necessary to implement the Plan and shall furnish whatever reports may be
required from time to time by the Bank. The Committee shall furnish to the
Trustee whatever information may be necessary to properly administer the Trust.
The Committee shall see to the filing with the appropriate government agencies
of all reports and returns required of the Plan under ERISA and other laws.

        Further, the Committee shall have exclusive responsibility and authority
with respect to the Plan's holdings of Stock and shall direct the Trustee in all
respects regarding the purchase, retention, sale, exchange, and pledge of Stock
and the creation and satisfaction of Stock Obligations. The Committee shall at
all times act consistently with the Bank's long-term intention that the Plan, as
an employee stock ownership plan, be invested primarily in Stock. Subject to the
direction of the board as to the application of Employer contributions to Stock
Obligations, and subject to the provisions of Sections 6.4 and 10.6 as to
Participants' rights under certain circumstances to have their Accounts invested
in Stock or in assets other than Stock, the Committee shall determine in its
sole discretion the extent to which assets of the Trust shall be used to repay
Stock Obligations, to purchase Stock, or to invest in other assets to be
selected by the Trustee or an investment manager. No provision of the Plan
relating to the allocation or vesting of any interests in the Stock Fund or the
Investment Fund shall restrict the Committee from changing any holdings of the
Trust, whether the changes involve an increase or a decrease in the Stock or
other assets credited to Participants' Accounts. In determining the proper
extent of the Trust's investment in Stock, the Committee shall be authorized to
employ investment counsel, legal counsel, appraisers, and other agents and to
pay their reasonable expenses and compensation.

        12.4    VALUATION OF STOCK. If the valuation of any Stock is not
established by reported trading on a generally recognized public market, the
Committee shall have the exclusive authority and responsibility to determine its
value for all purposes under the Plan, subject to the requirements of Code
Section 401(a)(28)(c). Such value shall be determined as of each Valuation Date,
and on any other date as of which the Plan purchases or sells such Stock. The
Committee shall use generally accepted methods of valuing stock of similar
corporations for purposes of arm's length business and investment transactions,
and in this connection the Committee shall obtain, and shall be protected in
relying upon, the valuation of such Stock as determined by an independent
appraiser experienced in preparing valuations of similar businesses.

        12.5    COMPLIANCE WITH ERISA. The Committee shall perform all acts
necessary to comply with ERISA. Each individual member or employee of the
Committee shall discharge his duties in good faith and in accordance with the
applicable requirements of ERISA.


                                       23
<PAGE>

        12.6    ACTION BY COMMITTEE. All actions of the Committee shall be
governed by the affirmative vote of a number of members which is a majority of
the total number of members currently appointed, including vacancies.

        12.7    EXECUTION OF DOCUMENTS. Any instrument executed by the Committee
shall be signed by any member or employee of the Committee.

        12.8    ADOPTION OF RULES. The Committee shall adopt such rules and
regulations of uniform applicability as it deems necessary or appropriate for
the proper administration and interpretation of the Plan.

        12.9    RESPONSIBILITIES TO PARTICIPANTS. The Committee shall determine
which Employees qualify to enter the Plan. The Committee shall furnish to each
eligible Employee whatever summary plan descriptions, summary annual reports,
and other notices and information may be required under ERISA. The Committee
also shall determine when a Participant or his Beneficiary qualifies for the
payment of benefits under the Plan. The Committee shall furnish to each such
Participant or Beneficiary whatever information is required under ERISA (or is
otherwise appropriate) to enable the Participant or Beneficiary to make whatever
elections may be available pursuant to Sections 6 and 10, and the Committee
shall provide for the payment of benefits in the proper form and amount from the
assets of the Trust Fund. The Committee may decide in its sole discretion to
permit modifications of elections and to defer or accelerate benefits to the
extent consistent with applicable law and the best interests of the individuals
concerned.

        12.10   ALTERNATIVE PAYEES IN EVENT OF INCAPACITY. If the Committee
finds at any time that an individual qualifying for benefits under this Plan is
a minor or is incompetent, the Committee may direct the benefits to be paid, in
the case of a minor, to his parents, his legal guardian, or a custodian for him
under the Uniform Gifts to Minors Act, or, in the case of an incompetent, to his
spouse, or his legal guardian, the payments to be used for the individual's
benefit. The Committee and the Trustee shall not be obligated to inquire as to
the actual use of the funds by the person receiving them under this Section
12.10, and any such payment shall completely discharge the obligations of the
Plan, the Trustee, the Committee, and the Employers to the extent of the
payment.

        12.11   INDEMNIFICATION BY EMPLOYERS. Except as separately agreed in
writing, the Committee, and any member or employee of the Committee, shall be
indemnified and held harmless by the Employer, jointly and severally, to the
fullest extent permitted by ERISA, and subject to and conditioned upon
compliance with 12 C.F.R. Section 545.121, to the extent applicable, against any
and all costs, damages, expenses, and liabilities reasonably incurred by or
imposed upon it or him in connection with any claim made against it or him or in
which it or he may be involved by reason of its or his being, or having been,
the Committee, or a member or employee of the Committee, to the extent such
amounts are not paid by insurance.

        12.12   NONPARTICIPATION BY INTERESTED MEMBER. Any member of the
Committee who also is a Participant in the Plan shall take no part in any
determination specifically relating to his own participation or benefits, unless
his abstention would leave the Committee incapable of acting on the matter.

SECTION 13.     ADOPTION, AMENDMENT, OR TERMINATION OF THE PLAN.

        13.1    ADOPTION OF PLAN BY OTHER EMPLOYERS. With the consent of the
Bank, any entity may become a participating Employer under the Plan by (i)
taking such action as shall be necessary to adopt the Plan, (ii) becoming a
party to the Trust Agreement establishing the Trust Fund, and (iii) executing
and delivering such instruments and taking such other action as may be necessary
or desirable to put the Plan into effect with respect to the entity's Employees.


                                       24
<PAGE>

        13.2    PLAN ADOPTION SUBJECT TO QUALIFICATION. Notwithstanding any
other provision of the Plan, the adoption of the Plan and the execution of the
Trust Agreement are conditioned upon their being determined initially by the
Internal Revenue Service to meet the qualification requirements of Section
401(a) of the Code, so that the Employers may deduct currently for federal
income tax purposes their contributions to the Trust and so that the
Participants may exclude the contributions from their gross income and recognize
income only when they receive benefits. In the event that this Plan is held by
the Internal Revenue Service not to qualify initially under Section 401(a), the
Plan may be amended retroactively to the earliest date permitted by U.S.
Treasury Regulations in order to secure qualification under Section 401(a). If
this Plan is held by the Internal Revenue Service not to qualify initially under
Section 401(a) either as originally adopted or as amended, each Employer's
contributions to the Trust under this Plan (including any earnings thereon)
shall be returned to it and this Plan shall be terminated. In the event that
this Plan is amended after its initial qualification and the Plan as amended is
held by the Internal Revenue Service not to qualify under Section 401(a), the
amendment may be modified retroactively to the earliest date permitted by U.S.
Treasury Regulations in order to secure approval of the amendment under Section
401(a).

        13.3    RIGHT TO AMEND OR TERMINATE. The Bank intends to continue this
Plan as a permanent program. However, each participating Employer separately
reserves the right to suspend, supersede, or terminate the Plan at any time and
for any reason, as it applies to that Employer's Employees, and the Bank
reserves the right to amend, suspend, supersede, merge, consolidate, or
terminate the Plan at any time and for any reason, as it applies to the
Employees of each Employer. No amendment, suspension, supersession, merger,
consolidation, or termination of the Plan shall (i) reduce any Participant's or
Beneficiary's proportionate interest in the Trust Fund, (ii) reduce or restrict,
either directly or indirectly, the benefit provided any Participant prior to the
amendment, or (iii) divert any portion of the Trust Fund to purposes other than
the exclusive benefit of the Participants and their Beneficiaries prior to the
satisfaction of all liabilities under the Plan. Moreover, there shall not be any
transfer of assets to a successor plan or merger or consolidation with another
plan unless, in the event of the termination of the successor plan or the
surviving plan immediately following such transfer, merger, or consolidation,
each participant or beneficiary would be entitled to a benefit equal to or
greater than the benefit he would have been entitled to if the plan in which he
was previously a participant or beneficiary had terminated immediately prior to
such transfer, merger, or consolidation. Following a termination of this Plan by
the Bank, the Trustee shall continue to administer the Trust and pay benefits in
accordance with the Plan as amended from time to time and the Committee's
instructions.

SECTION 14.     MISCELLANEOUS PROVISIONS.

        14.1    PLAN CREATES NO EMPLOYMENT RIGHTS. Nothing in this Plan shall be
interpreted as giving any Employee the right to be retained as an Employee by an
Employer, or as limiting or affecting the rights of an Employer to control its
Employees or to terminate the Service of any Employee at any time and for any
reason, subject to any applicable employment or collective bargaining
agreements.

        14.2    NONASSIGNABILITY OF BENEFITS. No assignment, pledge, or other
anticipation of benefits from the Plan will be permitted or recognized by the
Employer, the Committee, or the Trustee. Moreover, benefits from the Plan shall
not be subject to attachment, garnishment, or other legal process for debts or
liabilities of any Participant or Beneficiary, to the extent permitted by law.
This prohibition on assignment or alienation shall apply to any judgment,
decree, or order (including approval of a property settlement agreement) which
relates to the provision of child support, alimony, or property rights to a
present or former spouse, child or other dependent of a Participant pursuant to
a state domestic relations or community property law, unless the judgment,
decree, or order is determined by the Committee to be a qualified domestic
relations order within the meaning of Section 414(p) of the Code, as more fully
set forth in Section 14.12 hereof.


                                       25
<PAGE>

        14.3    LIMIT OF EMPLOYER LIABILITY. The liability of the Employer with
respect to Participants under this Plan shall be limited to making contributions
to the Trust from time to time, in accordance with Section 4.

        14.4    TREATMENT OF EXPENSES. All expenses incurred by the Committee
and the Trustee in connection with administering this Plan and Trust Fund shall
be paid by the Trustee from the Trust Fund to the extent the expenses have not
been paid or assumed by the Employer or by the Trustee.

        14.5    NUMBER AND GENDER. Any use of the singular shall be interpreted
to include the plural, and the plural the singular. Any use of the masculine,
feminine, or neuter shall be interpreted to include the masculine, feminine, or
neuter, as the context shall require.

        14.6    NONDIVERSION OF ASSETS. Except as provided in Sections 5.2 and
14.12, under no circumstances shall any portion of the Trust Fund be diverted to
or used for any purpose other than the exclusive benefit of the Participants and
their Beneficiaries prior to the satisfaction of all liabilities under the Plan.

        14.7    SEPARABILITY OF PROVISIONS. If any provision of this Plan is
held to be invalid or unenforceable, the other provisions of the Plan shall not
be affected but shall be applied as if the invalid or unenforceable provision
had not been included in the Plan.

        14.8    SERVICE OF PROCESS. The agent for the service of process upon
the Plan shall be the president of the Bank, or such other person as may be
designated from time to time by the Bank.

        14.9    GOVERNING STATE LAW. This Plan shall be interpreted in
accordance with the laws of the State of New Jersey to the extent those laws are
applicable under the provisions of ERISA.

        14.10   EMPLOYER CONTRIBUTIONS CONDITIONED ON DEDUCTIBILITY. Employer
Contributions to the Plan are conditioned on deductibility under Code Section
404. In the event that the Internal Revenue Service shall determine that all or
any portion of an Employer Contribution is not deductible under that Section,
the nondeductible portion shall be returned to the Employer within one year of
the disallowance of the deduction.

        14.11   UNCLAIMED ACCOUNTS. Neither the Employer nor the Trustees shall
be under any obligation to search for, or ascertain the whereabouts of, any
Participant or Beneficiary. The Employer or the Trustees, by certified or
registered mail addressed to his last known address of record with the Employer,
shall notify any Participant or Beneficiary that he is entitled to a
distribution under this Plan, and the notice shall quote the provisions of this
Section. If the Participant or Beneficiary fails to claim his benefits or make
his whereabouts known in writing to the Employer or the Trustees within seven
(7) calendar years after the date of notification, the benefits of the
Participant or Beneficiary under the Plan will be disposed of as follows:

                (a)     If the whereabouts of the Participant is unknown but the
        whereabouts of the Participant's Beneficiary is known to the Trustees,
        distribution will be made to the Beneficiary.

                (b)     If the whereabouts of the Participant and his
        Beneficiary are unknown to the Trustees, the Plan will forfeit the
        benefit, provided that the benefit is subject to a claim for
        reinstatement if the Participant or Beneficiary make a claim for the
        forfeited benefit.

                Any payment made pursuant to the power herein conferred upon the
        Trustees shall operate as a complete discharge of all obligations of the
        Trustees, to the extent of the distributions so made.

        14.12   QUALIFIED DOMESTIC RELATIONS ORDER. Section 14.2 shall not apply
to a "qualified domestic relations order" defined in Code Section 414(p), and
such other domestic relations orders permitted to be so


                                       26
<PAGE>

treated under the provisions of the Retirement Equity Act of 1984. Further, to
the extent provided under a "qualified domestic relations order," a former
Spouse of a Participant shall be treated as the Spouse or surviving Spouse for
all purposes under the Plan.

        In the case of any domestic relations order received by the Plan:

                (a)     The Employer or the Committee shall promptly notify the
        Participant and any other alternate payee of the receipt of such order
        and the Plan's procedures for determining the qualified status of
        domestic relations orders, and

                (b)     Within a reasonable period after receipt of such order,
        the Employer or the Committee shall determine whether such order is a
        qualified domestic relations order and notify the Participant and each
        alternate payee of such determination. The Employer or the Committee
        shall establish reasonable procedures to determine the qualified status
        of domestic relations orders and to administer distributions under such
        qualified orders.

        During any period in which the issue of whether a domestic relations
order is a qualified domestic relations order is being determined (by the
Employer or Committee, by a court of competent jurisdiction, or otherwise), the
Employer or the Committee shall segregate in a separate account in the Plan or
in an escrow account the amounts which would have been payable to the alternate
payee during such period if the order had been determined to be a qualified
domestic relations order. If within eighteen (18) months the order (or
modification thereof) is determined to be a qualified domestic relations order,
the Employer or the Committee shall pay the segregated amounts (plus any
interest thereon) to the person or persons entitled thereto. If within eighteen
(18) months it is determined that the order is not a qualified domestic
relations order, or the issue as to whether such order is a qualified domestic
relations order is not resolved, then the Employer or the Committee shall pay
the segregated amounts (plus any interest thereon) to the person or persons who
would have been entitled to such amounts if there had been no order. Any
determination that an order is a qualified domestic relations order which is
made after the close of the eighteen (18) month period shall be applied
prospectively only. The term "alternate payee" means any Spouse, former Spouse,
child or other dependent of a Participant who is recognized by a domestic
relations order as having a right to receive all, or a portion of, the benefit
payable under a Plan with respect to such Participant.

SECTION 15.     TOP-HEAVY PROVISIONS.

        15.1    TOP-HEAVY PLAN. This Plan is top-heavy if any of the following
conditions exist:

                (a)     If the top-heavy ratio for this Plan exceeds sixty
        percent (60%) and this Plan is not part of any required aggregation
        group or permissive aggregation group;

                (b)     If this Plan is a part of a required aggregation group
        (but is not part of a permissive aggregation group) and the aggregate
        top-heavy ratio for the group of Plans exceeds sixty percent (60%); or

                (c)     If this Plan is a part of a required aggregation group
        and part of a permissive aggregation group and the aggregate top-heavy
        ratio for the permissive aggregation group exceeds sixty percent (60%).


                                       27
<PAGE>

        15.2    SUPER TOP-HEAVY PLAN. This Plan will be a super top-heavy Plan
if any of the following conditions exist:

                (a)     If the top-heavy ratio for this Plan exceeds ninety
        percent (90%) and this Plan is not part of any required aggregation
        group or permissive aggregation group.

                (b)     If this Plan is a part of a required aggregation group
                        (but is not part of a permissive aggregation group) and
        the aggregate top-heavy ratio for the group of Plans exceeds ninety
        percent (90%), or

                (c)     If this Plan is a part of a required aggregation group
        and part of a permissive aggregation group and the aggregate top-heavy
        ratio for the permissive aggregation group exceeds ninety percent (90%).

        15.3    DEFINITIONS.

        In making this determination, the Committee shall use the following
definitions and principles:

                15.3-1  The "Determination Date", with respect to the first Plan
        Year of any plan, means the last day of that Plan Year, and with respect
        to each subsequent Plan Year, means the last day of the preceding Plan
        Year. If any other plan has a Determination Date which differs from this
        Plan's Determination Date, the top-heaviness of this Plan shall be
        determined on the basis of the other plan's Determination Date falling
        within the same calendar years as this Plan's Determination Date.

                15.3-2  A "Key Employee" means any employee or former employee
        (including any deceased employee) who at any time during the plan year
        that includes the determination date was an officer of the employer
        having annual compensation greater than $130,000 (as adjusted under
        section 416(i)(1) of the Code for plan years beginning after December
        31, 2002, a 5-percent owner of the employer, or a 1-percent owner of the
        employer having annual compensation of more than $150,000. For this
        purpose, annual compensation means compensation within the meaning of
        section 415(c)(3) of the Code. The determination of who is a key
        employee will be made in accordance with section 416(i)(1) of the Code
        and the applicable regulations and other guidance of general
        applicability issued thereunder.

                15.3-3  A "Non-key Employee" means an Employee who at any time
        during the five years ending on the top-heavy Determination Date for the
        Plan Year has received compensation from an Employer and who has never
        been a Key Employee, and the Beneficiary of any such Employee.

                15.3-4  A "required aggregation group" includes (a) each
        qualified Plan of the Employer in which at least one Key Employee
        participates in the Plan Year containing the Determination Date and (b)
        any other qualified Plan of the Employer which enables a Plan described
        in (a) to meet the requirements of Code Sections 401(a)(4) and 410. For
        purposes of the preceding sentence, a qualified Plan of the Employer
        includes a terminated Plan maintained by the Employer within the period
        ending on the Determination Date. In the case of a required aggregation
        group, each Plan in the group will be considered a top-heavy Plan if the
        required aggregation group is a top-heavy group. No Plan in the required
        aggregation group will be considered a top-heavy Plan if the required
        aggregation group is not a top-heavy group. All Employers aggregated
        under Code Sections 414(b), (c) or (m) or (o) (but only after the Code
        Section 414(o) regulations become effective) are considered a single
        Employer.

                15.3-5  A "permissive aggregation group" includes the required
        aggregation group of Plans plus any other qualified Plan(s) of the
        Employer that are not required to be aggregated but which,


                                       28
<PAGE>

        when considered as a group with the required aggregation group, satisfy
        the requirements of Code Sections 401(a)(4) and 410 and are comparable
        to the Plans in the required aggregation group. No Plan in the
        permissive aggregation group will be considered a top-heavy Plan if the
        permissive aggregation group is not a top-heavy group. Only a Plan that
        is part of the required aggregation group will be considered a top-heavy
        Plan if the permissive aggregation group is top-heavy.

        15.4    TOP-HEAVY RULES OF APPLICATION.

        For purposes of determining the value of Account balances and the
present value of accrued benefits the following provisions shall apply:

                15.4-1  The value of Account balances and the present value of
        accrued benefits will be determined as of the most recent Valuation Date
        that falls within or ends with the twelve (12) month period ending on
        the Determination Date.

                15.4-2  For purposes of testing whether this Plan is top-heavy,
        the present value of an individual's accrued benefits and an
        individual's Account balances is counted only once each year.

                15.4-3  The Account balances and accrued benefits of a
        Participant who is not presently a Key Employee but who was a Key
        Employee in a Plan Year beginning on or after January 1, 1984 will be
        disregarded.

                15.4-4  Employer contributions attributable to a salary
        reduction or similar arrangement will be taken into account. Employer
        matching contributions also shall be taken into account for purposes of
        satisfying the minimum contribution requirements of Section 416(c)(2) of
        the Code and the Plan.

                15.4-5  When aggregating Plans, the value of Account balances
        and accrued benefits will be calculated with reference to the
        Determination Dates that fall within the same calendar year.

                15.4-6  The present values of accrued benefits and the amounts
        of account balances of an employee as of the determination date shall be
        increased by the distributions made with respect to the employee under
        the plan and any plan aggregated with the plan under Section 416(g)(2)
        of the Code during the 1-year period ending on the determination date.
        The preceding sentence shall also apply to distributions under a
        terminated plan which, had it not been terminated, would have been
        aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In
        the case of a distribution made for a reason other than separation from
        service, death, or disability, this provision shall be applied by
        substituting "five (5) year period" for "one (1) year period."

                15.4-7  Accrued benefits and Account balances of an individual
        shall not be taken into account for purposes of determining the
        top-heavy ratios if the individual has performed no services for the
        Employer during the one (1) year period ending on the applicable
        Determination Date. Compensation for purposes of this subparagraph shall
        not include any payments made to an individual by the Employer pursuant
        to a qualified or non-qualified deferred compensation plan.

                15.4-8  The present value of the accrued benefits or the amount
        of the Account balances of any Employee participating in this Plan shall
        not include any rollover contributions or other transfers voluntarily
        initiated by the Employee except as described below. If this Plan
        transfers or rolls over funds to another Plan in a transaction
        voluntarily initiated by the Employee, then this Plan shall count the
        distribution for purposes of determining Account balances or the present
        value of accrued benefits. A transfer incident to a merger or
        consolidation of two or more Plans of the Employer (including Plans


                                       29
<PAGE>

        of related Employers treated as a single Employer under Code Section
        414), or a transfer or rollover between Plans of the Employer, shall not
        be considered as voluntarily initiated by the Employee.

        15.5    MINIMUM CONTRIBUTIONS. For any Top-Heavy Year, each Employer
shall make a special contribution on behalf of each Participant to the extent
that the total allocations to his Account pursuant to Section 4 is less than the
lesser of:

                (i)     three percent of his 415 Compensation for that year, or

                (ii)    the highest ratio of such allocation to 415 Compensation
        received by any Key Employee for that year. For purposes of the special
        contribution of this Section 15.2, a Key Employee's 415 Compensation
        shall include amounts the Key Employee elected to defer under a
        qualified 401(k) arrangement. Such a special contribution shall be made
        on behalf of each Participant who is employed by an Employer on the last
        day of the Plan Year, regardless of the number of his Hours of Service,
        and shall be allocated to his Account.

        If the Employer maintains a qualified plan in addition to this Plan and
more than one such plan is determined to be Top-Heavy, a minimum contribution or
a minimum benefit shall be provided in one of such other plans, including a plan
that consists solely of a cash or deferred arrangement which meets the
requirements of Section 401(k)(12) of the Code and matching contributions with
respect to which the requirements of Section 401(m)(11) of the Code are met. If
the Employer has both a Top-Heavy defined benefit plan and a Top-Heavy defined
contribution plan and a minimum contribution is to be provided only in the
defined contribution plan, then the sum of the Employer contributions and
forfeitures allocated to the Account of each Non-key Employee shall be equal to
at least five percent (5%) of such Non-key Employee's 415 Compensation for that
year.

        15.6    TOP-HEAVY PROVISIONS CONTROL IN TOP-HEAVY PLAN. In the event
this Plan becomes top-heavy and a conflict arises between the top-heavy
provisions herein set forth and the remaining provisions set forth in this Plan,
the top-heavy provisions shall control.


                                       30