EXHIBIT 10.6







SUMMARY PLAN DESCRIPTION



OF THE



HERITAGE FINANCIAL GROUP



EMPLOYEE STOCK OWNERSHIP PLAN










Effective January 1, 2005















NEXT PAGE













TABLE OF CONTENTS


			Page
	I	INTRODUCTION	1
	
	II	IMPORTANT PLAN DETAILS	2
	
	III	QUESTIONS AND ANSWERS	3
				
		A.	When Do I Join The Plan?	3
		B.	What Other Rules affect My Participation in the
Plan?	3
		C.	What Contributions Are Made to the Plan?	3
		D.	How Is A Contribution - Or Released Heritage
Financial Stock - Allocated Among Participants?	4
		E.	What Is In My Account?	4
		F.	How Is The Plan Administered?	5
		G.	How Is The Plan Invested?	5
		H.	May I Diversify The Investment of My Plan Account?	5
		I.	How Is Heritage Financial Stock Voted?	6
		J.	When Can I Retire?	6
		K.	What Do I Receive When I Retire? 	6
		L.	What Happens When I Die?	6
		M.	What Happens If I Leave Employment Before
Retirement?	6
		N.	How Are My Benefits Payable?	7
		O.	When Must My Benefits Commence To Be Paid?	7
		P.	What Happens If The Plan Becomes Top-Heavy?	7
		Q.	How are my Plan Distributions Taxed?	7
		R.	What Information Do I Have To Provide The Plan
Administrator?	8
		S.	How Do I Apply For Benefits?	9
		T.	What Do I Do If My Claim Is Denied?	9
		U.	Can My Rights To My Retirement Benefit Be
Transferred?	9
		V.	Can The Plan Be Amended Or Discontinued?	9
	
	IV	STATEMENT OF ERISA RIGHTS	10








NEXT PAGE











I

INTRODUCTION


            This summary briefly describes the Heritage Financial Group Employee
Stock Ownership Plan (the "Plan").  The Plan is sponsored by Heritage
Financial Group  ("Heritage Financial") and its financial institution
subsidiary, HeritageBank of the South (together referred to as
"Heritage"). The effective date of the Plan is January 1, 2005. The Plan
allows Participants to share in the success of Heritage Financial by
being allocated shares of Heritage Financial Stock, which hopefully will
increase in value.



            Contributions to the Plan will be invested primarily in Heritage
Financial Stock.  The purpose is to encourage your efforts to contribute
to the profitability and growth of Heritage, to thereby increase the
value of Heritage Financial Stock and your Plan benefits.



            This summary plan description gives you a basic understanding of the
Plan without using the technical language required in the formal Plan
document.  However, since this is only a brief description, some
important details may not be discussed or fully explained.  For this
reason, you should refer to the provisions of the Plan itself to be sure
of how the Plan operates.  IF THERE IS ANY CONFLICT BETWEEN THE PLAN AND
THIS DESCRIPTION, THE PLAN DOCUMENT WILL CONTROL. 



            Please note that no provision of the Plan or this summary gives you any
rights of continued employment or in any way prohibits changes in or the
termination of the terms of your employment.  If you have any questions
concerning the Plan, contact the Plan Administrator.







NEXT PAGE









II

IMPORTANT PLAN DETAILS


	Plan Name:	Heritage Financial Group Employee Stock Ownership Plan 
	 
	Plan Number:	002
	 
	Plan Sponsor:	Heritage Financial Group
	Address and 
Telephone Number:	310 West Oglethorpe Boulevard 

Albany, Georgia   31701

(229) 878-3329
	 
	Employer 

Identification
Number: 	58-0679647
	 
	Plan Trustee:	The Plan Trustee is First Bankers Trust
Services, Inc., 2321 Kochs Lane, Quincy,
Illinois, 62305.
	 
	Plan Administrator:	Heritage Financial acts as Plan Administrator.
Heritage Financial's business address and
telephone number are set forth above.  Heritage
Financial  may delegate its administrative
duties to a third party administrator.
	 
	Agent for Service:	Service of legal process may be made upon the
Trustee at the address given above.
	 
	Plan Year:	January 1 to December 31 
	 
	Anniversary Date:	December 31
	 
	Type of Plan:	Employee Stock Ownership Plan, a type of
defined contribution plan 









2
NEXT PAGE









III

QUESTIONS AND ANSWERS



A.      When Do I Join The Plan?



              You become a Participant as of the January 1 or July 1 coincident
with or next following the date you complete one year of eligibility
service and have attained age 21, provided you are employed by Heritage
Financial on that date.  You are credited with a year of eligibility
service if you complete 1,000 or more "hours of service" during the 12
month period commencing on the date you first start working for Heritage
Financial or an affiliate, or any Plan Year that begins after that date.
An hour of service is awarded for each hour you are paid by Heritage
Financial or any affiliated company, including pay for hours not worked
such as holidays, vacation, illness, disability, lay-off, military duty,
jury duty or paid leave of absence.  You are credited with hours of
service as required by Department of Labor regulations.




B.      What Other Rules Affect My Participation in the Plan? 



              You may not participate in the Plan if your employment is governed
by a collective bargaining agreement, unless that agreement specifically
provides for your coverage.  You also may not participate if you are
employed by a Heritage Financial affiliate that does not  sponsor the
Plan.



              Also, if you do not earn more than 500 hours of service in a plan
year, you will suffer a "break in service".  If you are not yet a
participant and suffer a break in service, your prior years of
eligibility service will be forfeited.  For purposes of determining
whether you have a break in service, you will be credited, within certain
limits, for part or all of the time you are absent from work for certain
maternity and paternity absences, such as pregnancy, birth or adoption
of a child.



              If you left Heritage Financial as a Participant and are later rehired
before you incur a break in service, you will participate in the Plan as
if you had not left.  If you left as a Participant and incurred a break
in service before returning, you will again participate upon completion
of year of eligibility service after your return.





C.      What Contributions Are Made to the Plan?



              Each plan year, Heritage Financial's Board of Directors determines
the amount of the contribution, if any, to be made to the Plan for that
year.  Heritage Financial is not required to make a contribution to the
Plan.  The contribution will be made in either cash or Heritage Financial
Stock. 



              The Plan may enter into a loan to acquire stock of Heritage Financial
Stock (an "ESOP Loan").  The ESOP Loan will operated in accordance with
applicable pension laws.  If the Plan enters into an ESOP Loan,
contributions will be made to repay the current amount due on that ESOP
Loan.  Heritage Financial Stock acquired with the proceeds of an ESOP
Loan will be held in a "suspense account".  This means that while
Heritage Financial Stock is held by the Plan, it is not yet allocable to
Participants.  As the ESOP Loan is repaid, Heritage Financial Stock is
released from the suspense account, and then allocated among eligible
Participants as described in Question D.








3
NEXT PAGE










              Heritage Financial makes all contributions to the Plan.  Employees
are neither permitted nor required to make contributions to the Plan.


D.      How Is A Contribution - Or Released Heritage Financial Stock - Shared
Among Participants?




              For each Plan Year that Heritage Financial makes a contribution, or
in each Plan Year in which Heritage Financial Stock has been released
from the ESOP Loan suspense account, the contribution or released shares
will be allocated among eligible Participants.  Eligible Participants
include Participants who (1) complete at least 1,000 hours of service
during the plan year (see Question A for the definition of hours of
service), and (2) either are actively employed by Heritage Financial or
an affiliate on the last day of the plan year, or die, become disabled
or retire after their Normal Retirement Age (age 65 and completion of 5
years of participation in the Plan) during the plan year.  The
contribution - or released Heritage Financial Stock - is allocated among
all eligible Participants in the proportion that each eligible
Participant's compensation bears to the total compensation of all
eligible Participants. 



              Compensation generally means the total taxable amount actually paid
to you by Heritage Financial or a related employer during the plan year,
while you are a Participant in the Plan, including any amounts deferred
by you under Heritage Financial 's 401(k) Plan or Section 125 "Cafeteria
Plan".  There are limits imposed by the Internal Revenue Code regarding
how much annual compensation may be taken into account.   Currently that
limit is $210,000.



              If cash dividends on the Heritage Financial Stock held in your Plan
account is used to repay an ESOP Loan, then Heritage Financial Stock with
a value at least equal to the amount of cash dividends that would have
been allocated on your behalf will be allocated to your Account.



              There are limits provided by law regarding how much may be allocated
to your Plan Accounts in a single year.   If too much would be allocated
to your Accounts, then corrective steps will be taken to ensure that
these limits are met. 





E.      What Is In My Account?




              You will have two bookkeeping Accounts: the Heritage Financial Stock
Account and the Other Investment Account.  The Heritage Financial Stock
Account consists of your share of Heritage Financial Stock allocated on
your behalf, adjusted for any distributions made to you. Your Other
Investment Account consists of your share of contributions other than
Heritage Financial Stock adjusted for earnings and losses and any
distributions made to you.  Your Other Investments Account also will be
reduced by any amounts used to acquire Heritage Financial Stock on your
behalf.  Of course, such Heritage Financial Stock will become part of
your Heritage Financial Stock Account. 









4
NEXT PAGE








F.      How Is The Plan Administered?




              The Plan is administered by the Plan Administrator.  The Plan
Administrator determines your eligibility for benefits (based on
information provided by you), computes the value of your Accounts, and
interprets the Plan in a uniform and nondiscriminatory manner.





G.      How Are Plan Assets Invested?




              The ESOP will be invested primarily in Heritage Financial Stock.
However, not all Plan assets are required to be invested in Heritage
Financial Stock.  Plan assets not invested in Heritage Financial Stock
will be invested in other types of assets, such as stocks, bonds and
mutual funds.  Investment authority of all or part of the Plan assets may
be delegated to an Investment Manager. 



              Stock dividends on Heritage Financial Stock in your Accounts (other
than dividends used to repay the ESOP Loan) will be credited to your
Heritage Financial Stock Account.  Cash dividends on your Heritage
Financial Stock will be allocated to your Other Investments Account.
Other earnings or losses on investments other than Heritage Financial
Stock will be allocated to your Other Investments Account in the
percentage that your Other Investments Account as of the last Valuation
Date bears to the total value of all of the Other Investments Account on
that date, adjusted for distributions during the Plan Year.  The
Valuation Date is usually the last day of the Plan Year, but interim
Valuation Dates may be used.



              Under the Plan, Heritage Financial may permit Participants to elect
to either have cash dividends on Heritage Financial Stock held in the
Plan, or distributed to Participants.  Participants will be given the
opportunity to elect whether to receive such dividends in cash, or have
the dividends remain in the Participant's Plan account.  The Plan
Administrator will provide you with guidance and the necessary election
forms when such election opportunities exist. 




H.      May I Diversify The Investment of My Plan Account?




              After you have attained age 55 and have completed 10 years of
participation in the Plan, you will have a six year period during which
you may elect to diversify part of your Accounts.  Diversification may
occur by either investing that part of your Accounts in investments other
than Heritage Financial Stock (such as mutual funds) made available by
the Plan Administrator, or by receiving a distribution of the amount to
be diversified.  The amount you may diversify is generally 25 percent of
your Accounts for the first five election years, or 50 percent of your
Accounts during the last year (reduced in each year by previous
distributions you elected to take). The Plan Administrator will advise
you when this diversification right is available to you and how you may
take advantage of it. 








5
NEXT PAGE










I.      How Is Heritage Financial Stock Voted?




              You direct the Trustee how to vote the shares in your Heritage
Financial Stock Account.  The Plan Trustees vote Heritage Financial Stock
not allocated to Participants in the same cumulative proportions as the
Participants who directed the voting of the Heritage Financial Stock in
their own Accounts.  You will be given voting instructions as and when
necessary.   If voting instructions are not given, such shares will be
voted by the Trustees as directed by the Plan Administrator. 




J.      When Can I Retire?




              Your Normal Retirement Date is the first day of the month coincident
with or next following the date on which you attain age 65, or the 5th
anniversary of your participation in the Plan, whichever occurs later.
If you continue to work past your Normal Retirement Date, you will
continue to share in any contributions and Trust Fund gains or losses
that occur between your Normal Retirement Date and your actual
retirement.  






K.      What Do I Receive When I Retire?




              When you retire you will receive the full value of whatever is in
your Accounts.




L.      What Happens When I Die?



              Your designated Beneficiary will be paid whatever is in your Accounts
in a lump sum. You may designate a Beneficiary (or Beneficiaries) to
receive these payments after your death, and you may change that
designation at any time before benefit payments begin.  HOWEVER, IF YOU
ARE MARRIED ON THE DATE OF YOUR DEATH, YOUR BENEFICIARY WILL
AUTOMATICALLY BE YOUR SPOUSE UNLESS YOU HAVE ELECTED OTHERWISE AND HE OR
SHE HAS CONSENTED TO YOUR DESIGNATION. Consult the Plan Administrator for
more details.




M.      What Happens If I Leave Employment Before Retirement?




              If you leave employment voluntarily or involuntarily before your
retirement, and you have completed 5 or more Years of Vesting Service,
you will have a 100 percent nonforfeitable (vested) interest in your Plan
Accounts.  If you leave employment voluntarily or involuntarily before
your retirement, and have not completed 5 Years of Vesting Service, you
will not receive any benefits under this Plan.  A Year of Vesting Service
is a Plan Year in which you are credited with 1,000 or more Hours of
Service.



              If the value of your vested Plan Accounts when you terminate your
employment is $5,000 or less, it will be paid to you in a lump sum as
soon as practicable after your termination of employment occurs.  You
will be given the right to have the distribution paid directly to you,
or rolled over into another tax-qualified plan.  If you do not make an
election and the value of your Account exceeds $1,000 (but does not
exceed $5,000), the Account will be transferred into an IRA set up on
your behalf.








6
NEXT PAGE










              If the value of your vested Plan Accounts exceeds $5,000 at the time
of your termination of employment, you must give written consent before
the distribution will be made.  Distributions will be made as soon as
administratively practicable after you request payment.   If you do not
request a distribution, payment will be delayed until the earlier of your
Normal Retirement Date or when you elect to receive your Plan Accounts.



              If you are not vested in your Accounts when you terminate employment,
then your Accounts will be forfeited on the last day of the Plan Year in
which your termination occurs.  Forfeitures will be allocated among
eligible Participants in the same manner as an employer contribution to
the Plan. Special account restoration rules apply if you return to
service with Heritage Financial .



              For distribution purposes, your Accounts will be valued on the
Valuation Date preceding the date of your distribution.  If you are re-employed, distributions will be postponed.




N.      How Are My Benefits Payable?




              If you are entitled to a benefit under the Plan, your Accounts will
be paid to you in a lump sum.  You have the right to have your entire
benefit be distributed in shares of Heritage Financial Stock (except for
fractional shares which are paid in cash).  If you do not make this
demand, then your distribution will be comprised of a Heritage Financial
Stock, cash or both, as determined by the Plan Administrator in its sole
discretion.



O.      When Must My Benefits Commence To Be Paid?




              Your Accounts must be distributed, or commence to be distributed, by
the April 1 of the year following the year in which you retire or turn
age 70 1⁄2, whichever is later.  However, if you are a 5 percent or more
owner of Heritage Financial, your Accounts must commence to be
distributed by the April 1 of the year following the year in which you
turn age 70 1⁄2. 





P.      What Happens If The Plan Becomes Top-Heavy?




              The Plan will be Top-Heavy if the benefits of the "key employees"
(generally, certain officers and owners of Heritage Financial ) under
this Plan (and all other plans required to be aggregated with this Plan)
exceed 60% of the benefits for all employees. Each non-key employee
participant employed on the last day of a Top-Heavy Plan Year will be
allocated an amount equal to the lesser of (1) 3% of such participant's
compensation in that plan year, or (2) a percentage of such participant's
compensation equal to the highest percentage, if any, at which Plan
contributions are made for a key employee for the plan year. The
contribution may be made under this Plan or another qualified plan
maintained by Heritage Financial. 



Q.      How Are My Plan Distributions Taxed?




              Generally, amounts you receive from the Plan will be subject to
Federal and State income tax.  However, you may defer or reduce these
taxes by:







7
NEXT PAGE










-            rolling over or directly transferring to an individual retirement
account (IRA) or another qualified pension or profit sharing plan any or
all of your Plan distribution.  Amounts rolled over or directly
transferred will not be subject to current income taxes.  However,
required distributions may not be rolled over or directly transferred.
Nor are required distributions subject to the mandatory withholding
described below.



-            electing favorable income tax treatment under the "ten-year forward
averaging" if you are eligible.



-            taking advantage of special tax treatment for distributions of employer
stock.



              Please keep in mind that if you have not attained age 59 1⁄2, amounts
not rolled over or directly transferred to an IRA or other qualified plan
will be subject to an additional 10 percent tax, unless a permitted
exception applies. 



              Also, if you elect to have your Plan benefits paid to you (instead
of transferred directly to an IRA or other qualified plan), the lesser
of 20 percent of your distribution or the amount of cash and property
(other than Heritage Financial Stock) will be withheld as Federal income
taxes.  This does not necessarily mean that you owe taxes on the
distribution, because you still may roll over to an IRA or other
qualified plan your entire distribution (determined prior to the
withholding).  Of course, you will have to come up with the amount that
was withheld from other sources.  Nor does it mean that your distribution
will be taxed at a 20 percent rate.  Keep in mind that the amount
withheld will be taxed (and perhaps subject to the 10 percent early
distribution penalty) unless you can roll over an equivalent amount from
other sources.  



              WHENEVER YOU RECEIVE A PLAN DISTRIBUTION, THE PLAN ADMINISTRATOR WILL
PROVIDE YOU WITH AN EXPLANATION OF HOW YOUR DISTRIBUTIONS MAY BE TAXED,
YOUR OPTIONS TO REDUCE OR DEFER INCOME TAXES, AND THE APPLICABLE
WITHHOLDING RULES. THESE RULES ARE COMPLEX, AND CAN HAVE A SIGNIFICANT
AFFECT UPON THE ULTIMATE AMOUNT YOU RECEIVE AND YOUR RELATED TAX
LIABILITIES.  WE URGE THAT YOU CONSULT WITH A QUALIFIED TAX ADVISOR
BEFORE DECIDING WHAT TO DO.





R.      What Information Do I Have To Provide The Plan Administrator?




              An important part of the Plan's overall administration is record
keeping.  You must furnish certain information to the Plan Administrator
so that accurate and timely records may be maintained on your behalf.
Much of this information will be requested when you become a Participant.
Please comply promptly with requests for information pertinent to the
Plan.  It assists in making proper and timely distributions to you and
your Beneficiaries.



              You also will be asked to complete a beneficiary designation form.
All beneficiary designation forms are kept on file by the Plan
Administrator.  You may change your beneficiary at any time and, in fact,
you are advised to review your beneficiary designation periodically and
update it, if necessary. 









8
NEXT PAGE









S.      How Do I Apply For Benefits?




              You must file a written application for benefits with the Plan
Administrator.  The Plan Administrator will provide you with details
regarding when and how to elect to receive your benefits, and will supply
you with all the forms necessary for proper filing of your claim.  Delay
in filing of your application may result in the delay of payment of your
benefits.  






T.      What Do I Do If My Claim Is Denied?




              If your benefits are denied, or if you believe that additional
benefits are due, a claim for benefits may be filed with the Plan
Administrator.  Such claim should be in writing and addressed to the Plan
Administrator.   You will get an answer to your claim within 90 days of
its receipt by the Plan Administrator, unless the Plan Administrator, for
good cause, requests an additional 90 days.  If your claim is denied, a
written explanation of why the claim was denied and instructions on how
to apply for review of the claim will be given.    



                  Within 60 days after you have received written notice that the claim
has been denied, you may file a written request with the Plan
Administrator that it conduct a full and fair review of the denial of the
claim for benefits.  You or your authorized representative may review the
Plan document.  The Plan Administrator will give you a written decision
on your appeal within 60 days of its receipt of your written request for
review.  However, if there are special circumstances requiring additional
time to complete the review, the Plan Administrator's decision will be
provided within 120 days after your initial request for review is
received.






U.      Can My Rights To My Plan Benefit Be Transferred?




              Generally, your rights to your Plan benefit cannot be transferred to
anyone else.  However, your right to a portion or all of your Plan
benefit may be assigned to a spouse, former spouse, child or other
dependent pursuant to a "qualified domestic relations order" by a court
that is considering issues of separation, divorce, property settlement,
alimony or child support.  You will be notified if such an order is filed
with the Plan Administrator.






V.      Can The Plan Be Amended Or Discontinued?




              Yes, the Plan may be amended or discontinued by Heritage Financial
at any time.  If the Plan is discontinued, you will be entitled to
receive all of the funds held in your Accounts.  Your Accounts in this
Plan are not insured by the Pension Benefit Guaranty Corporation because
this a defined contribution plan and not a defined benefit pension plan
which promises you a guaranteed benefit at retirement.









9
NEXT PAGE









IV


STATEMENT OF ERISA RIGHTS



            As a Participant in this Plan, you are entitled to certain rights and
protections under the Employee Retirement Income Security Act of 1974
(ERISA).  ERISA provides that all Plan Participants shall be entitled to:
(a) Examine, without charge, at the Employer's office, all Plan documents
and copies of all documents filed by the Plan with the U.S. Department
of Labor, such as detailed annual reports and Plan descriptions; (b)
Obtain copies of all Plan documents and other Plan information upon
written request to the Plan Administrator.  The Plan Administrator may
make a reasonable charge for the copies; (c) Receive a summary of the
Plan's annual financial report.  The Plan Administrator is required by
law to furnish each Participant with a copy of this summary annual
report; and (d) Obtain a statement telling you whether you have a right
to receive a benefit at normal retirement age and if so, what your
benefits would be at normal retirement age if you stop working under the
Plan now.  If you do not have a right to a benefit, the statement will
tell you how many more years you have to work to get a right to a
benefit.  This statement must be requested in writing and is not required
to be given more than once a year.  The Plan must provide the statement
free of charge.



            In addition to creating rights for Plan Participants, ERISA imposes
duties upon the people who are responsible for the operation of the
employee benefit plan.  The Plan Administrator, the Trustees and Heritage
Financial  have a duty to operate the Plan prudently and in the interest
of you and other Plan Participants and Beneficiaries.  No one, including
the Employer, or any other person, may fire you or otherwise discriminate
against you in any way to prevent you from obtaining a benefit or
exercising your rights under ERISA.  If your claim for a benefit is
denied in whole or in part you must have a written explanation of the
reason for the denial.  You have the right to have the Plan Administrator
review and reconsider your claim.  Under ERISA, there are steps you can
take to enforce the above rights.  If those rights have been violated you
may seek assistance from the U.S. Department of Labor, or you may file
suit in a state or federal court.  If you have any questions about your
Plan, you should contact the Plan Administrator.  If you have any
questions about this statement or about your rights under ERISA, you
should contact the nearest Area Office of the Pension and Welfare Benefit
Administration, U.S. Department of Labor.







10
NEXT PAGE


























HERITAGE FINANCIAL GROUP


EMPLOYEE STOCK OWNERSHIP PLAN












Effective January 1, 2005



















NEXT PAGE











HERITAGE FINANCIAL GROUP

EMPLOYEE STOCK OWNERSHIP PLAN

            

TABLE OF CONTENTS




	PREAMBLE	1
	
	ARTICLE I	
		
	DEFINITION OF TERMS AND CONSTRUCTION	2
	
		1.1	Definitions	2
			(a)	Account	2
			(b)	Act	2
			(c)	Administrator	2
			(d)	Annual Additions	2
			(e)	Authorized Leave of Absence	2
			(f)	Beneficiary	2
			(g)	Board of Directors	2
			(h)	Break	3
			(i)	Code	3
			(j)	Compensation	3
			(k)	Date of Hire	3
			(l)	Disability	3
			(m)	Disability Retirement Date	3
			(n)	Early Retirement Date	3
			(o)	Effective Date	3
			(p)	Eligibility Period	3
			(q)	Employee	3
			(r)	Employee Stock Ownership Account	3
			(s)	Employee Stock Ownership Contribution	3
			(t)	Employee Stock Ownership Suspense Account	4
			(u)	Employer	4
			(v)	Employer Securities	4
			(w)	Entry Date	4
			(x)	Exempt Loan	4
			(y)	Exempt Loan Suspense Account	4
			(z)	Financed Shares	4
			(aa)	Former Participant	4
			(bb)	Fund	4
			(cc)	Hour of Service	4
			(dd)	Investment Adjustments	5
			(ee)	Limitation Year	5
			(ff)	Normal Retirement Date	5
			(gg)	Participant	5
			(hh)	Plan	5







i
NEXT PAGE








			(ii)	Plan Year	5
			(jj)	Qualified Domestic Relations Order	5
			(kk)	Related Employer	6
			(ll)	Retirement	6
			(mm)	Service	6
			(nn)	Sponsor	6
			(oo)	Trust Agreement	6
			(pp)	Trustee	6
			(qq)	Valuation Date	6
			(rr)	Year of Eligibility Service	6
			(ss)	Year of Vesting Service	6
	
		1.2	Plurals and Gender	6
	
		1.3	Incorporation of Trust Agreement	6
	
		1.4	Headings	7
	
		1.5	Severability	7
	
		1.6	References to Governmental Regulations	7
	
		1.7	Notices	7
	
		1.8	Evidence	7
	
		1.9	Action by Employer	7
	
	ARTICLE II
	
	PARTICIPATION	8
	
		2.1	Commencement of Participation	8
	
		2.2	Termination of Participation	8
	
		2.3	Resumption of Participation	8
	
		2.4	Determination of Eligibility	8
	
		2.5	Restricted Participation	8
	
	ARTICLE III
	
	CREDITED SERVICE	10







ii
NEXT PAGE








	
		3.1	Service Counted for Eligibility Purposes	10
	
		3.2	Service Counted for Vesting Purposes	10
	
		3.3	Credit for Pre-Break Service	10
	
		3.4	Service Credit During Authorized Leaves	10
	
		3.5	Service Credit During Maternity or Paternity Leave	10
	
		3.6	Ineligible Employees	11
	
	ARTICLE IV
	
	CONTRIBUTIONS	12
	
		4.1	Employee Stock Ownership Contribution	12
	
		4.2	Time and Manner of Employee Stock Ownership Contribution	12
	
		4.3	Records of Contributions	13
	
		4.4	Erroneous Contributions	13
	
	ARTICLE V
	
	ACCOUNTS, ALLOCATIONS AND INVESTMENTS	14
	
		5.1	Establishment of Separate Participant Accounts	14
	
		5.2	Establishment of Suspense Accounts	14
	
		5.3	Allocation of Earnings, Losses and Expenses	15
	
		5.4	Allocation of Forfeitures	15
	
		5.5	Allocation of Employee Stock Ownership Contribution	15
	
		5.6	Limitation on Annual Additions	15
	
		5.7	Erroneous Allocations	17
	
		5.8	Value of Participant's Account	17
	
		5.9 	Investment of Account Balances	17







iii
NEXT PAGE








	
	ARTICLE VI
	
	RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY	18
	
		6.1	Normal Retirement	18
	
		6.2	Early Retirement	18
	
		6.3	Disability Retirement	18
	
		6.4	Death Benefits	18
	
		6.5	Designation of Beneficiary and Manner of Payment	18
	
	ARTICLE VII
	
	VESTING AND FORFEITURES	20
	
		7.1	Vesting on Death, Disability and Normal Retirement	20
	
		7.2	Vesting on Termination of Participation	20
	
		7.3	Disposition of Forfeitures	20
	
	ARTICLE VIII
	
	EMPLOYEE STOCK OWNERSHIP PROVISIONS	21
	
		8.1	Right to Demand Employer Securities	21
	
		8.2	Voting Rights	21
	
		8.3	Nondiscrimination in Employee Stock Ownership Contribution	21
	
		8.4	Dividends	21
	
		8.5	Exempt Loans	22
	
		8.6	Exempt Loan Payments	23
	
		8.7	Put Option	24
	
		8.8	Diversification Requirements.	24
	
		8.9	Independent Appraiser	25







iv
NEXT PAGE








	
	ARTICLE IX
	
	PAYMENTS AND DISTRIBUTIONS	26
	
		9.1	Payments on Termination of Service - In General	26
	
		9.2	Commencement of Payments	26
	
		9.3	Mandatory Commencement of Benefits	26
	
		9.4	Required Beginning Dates	28
	
		9.5	Form of Payment	28
	
		9.6	Payments Upon Termination of Plan	29
	
		9.7	Distributions Pursuant to Qualified Domestic Relations Orders	29
	
		9.8	Cash-Out Distributions	29
	
		9.9	ESOP Distribution Rules	29
	
		9.10	Direct Rollover	30
	
		9.11	Waiver of 30-day Notice	30
	
		9.12	Re-employed Veterans	31
	
		9.13	Share Legend	31
	
	ARTICLE X
	
	PROVISIONS RELATING TO TOP-HEAVY PLANS	32
	
		10.1	Top-Heavy Rules to Control	32
	
		10.2	Top-Heavy Plan Definitions	32
	
		10.3	Calculation of Accrued Benefits	33
	
		10.4	Determination of Top-Heavy Status	34
	
		10.5	Minimum Contribution	34
	
		10.6	Vesting	35







v
NEXT PAGE








	
	ARTICLE XI
	
	ADMINISTRATION	36
	
		11.1	Appointment of Administrator	36
	
		11.2	Resignation or Removal of Administrator	36
	
		11.3	Appointment of Successors:  Terms of Office, Etc.	36
	
		11.4	Powers and Duties of Administrator	36
	
		11.5	Action by Administrator	37
	
		11.6	Participation by Administrator	37
	
		11.7	Agents	38
	
		11.8	Allocation of Duties	38
	
		11.9	Delegation of Duties	38
	
		11.10	Administrator's Action Conclusive	38
	
		11.11	Compensation and Expenses of Administrator	38
	
		11.12	Records and Reports	38
	
		11.13	Reports of Fund Open to Participants	38
	
		11.14	Named Fiduciary	39
	
		11.15	Information from Employer	39
	
		11.16	Responsibility of Directors	39
	
		11.17	Liability and Indemnification	39
	
	ARTICLE XII
	
	CLAIMS PROCEDURE	40
	
		12.1	Notice of Denial	40
	
		12.2	Right to Reconsideration	40
	
		12.3	Review of Documents	40







vi
NEXT PAGE








	
		12.4	Decision by Administrator	40
	
		12.5	Notice by Administrator	40
	
	ARTICLE XIII
	
	AMENDMENTS, TERMINATION AND MERGER	41
	
		13.1	Amendments	41
	
		13.2	Effect of Change In Control	41
	
		13.3	Consolidation or Merger of Trust	43
	
		13.4	Bankruptcy or Insolvency of Employer	43
	
		13.5	Voluntary Termination	43
	
		13.6	Partial Termination of Plan or Permanent Discontinuance of Contributions	44
	
	ARTICLE XIV
	
	MISCELLANEOUS	45
	
		14.1	No Diversion of Funds	45
	
		14.2	Liability Limited	45
	
		14.3	Facility of Payment	45
	
		14.4	Spendthrift Clause	45
	
		14.5	Benefits Limited to Fund	45
	
		14.6	Cooperation of Parties	45
	
		14.7	Payments Due Missing Persons	46
	
		14.8	Governing Law	46
	
		14.9	Nonguarantee of Employment	46
	
		14.10	Counsel	46


















vii
NEXT PAGE











HERITAGE FINANCIAL GROUP

EMPLOYEE STOCK OWNERSHIP PLAN


PREAMBLE



	            Effective January 1, 2005,
Heritage Financial Group (the "Sponsor"), adopted the Heritage Financial Group



Employee Stock Ownership Plan in order to enable Participants to share in the growth and prosperity of the Sponsor



and its wholly-owned subsidiary, HeritageBank of the South, and to provide Participants with an opportunity to



accumulate capital for their future economic security by accumulating funds to provide retirement, death and



disability benefits.  The Plan is a stock bonus plan designed to meet the applicable requirements of Section 409 of



the Code and of an employee stock ownership plan, as defined in Section 4975(e)(7) of the Code and Section



407(d)(6) of the Act.  The employee stock ownership plan is intended to invest primarily in "qualifying employer



securities" as defined in Section 4975(e)(8) of the Code.  The Sponsor intends that the Plan will qualify under



 Sections 401(a) and 501(a) of the Code and will comply with the provisions of the Act. 




            The rights of any person
(including such person's beneficiaries) who terminated employment or who retired 



on or before any effective date, or the effective date of a particular amendment, shall be determined solely under the 



terms of this Plan as in effect on the date of his termination of employment or retirement, unless such person is 



thereafter reemployed and again becomes a participant.









NEXT PAGE









ARTICLE I


DEFINITION OF TERMS AND CONSTRUCTION



1.1            Definitions.



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



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



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



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



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



                        (1)  Employer contributions;



                        (2)  Forfeitures; and



                        (3)  Employee contributions (if any).



            Annual Additions shall not
include any Investment Adjustment.  Annual Additions also shall not include employer contributions which are used
by the Trust to pay interest on an Exempt Loan nor any forfeitures of Employer Securities purchased with the
proceeds of an Exempt Loan, provided that not more than one-third of the employer contributions are allocated to
Participants who are among the group of employees deemed "highly compensated employees" within the meaning
of Code Section 414(q), as further described in Section 8.3.



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



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



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



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



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






2
NEXT PAGE









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



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



            (j)            "Compensation" shall mean the amount of
remuneration paid to an Employee by the Employer for services rendered to the Employer during a Plan Year, after
the date on which the Employee becomes a Participant, including base salary, bonuses, commissions, overtime,
elective deferrals to a cash or deferred arrangement described in Code Section 401(k), and any amount contributed
on a pre-tax salary reduction basis to a plan described in either Section 125 or 132(f)(4) of the Code, but excluding
reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation welfare
benefits, amounts paid by the Employer or accrued with respect to this Plan or any other qualified or non-qualified
unfunded plan of deferred compensation or other employee welfare plan to which the Employer contributes,
payments for group insurance, medical benefits, reimbursement for expenses, and other forms of extraordinary pay
(including but limited to amounts that vest under a program whose benefits are subject to taxation under Code
Section 83, such as a stock option plan or a recognition and retention (or similar) plan).  Notwithstanding anything
herein to the contrary, the annual Compensation of each Participant taken into account under the Plan for any
purpose during any Plan Year shall not exceed $200,000, as adjusted from time to time in accordance with Section
415(d) of the Code.     



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



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



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



            (n)            "Early Retirement Date".   There is no early
retirement under this Plan.



            (o)            "Effective Date" shall mean January 1, 2005.



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



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



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



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






3
NEXT PAGE









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



            (u)            "Employer" shall mean Heritage Financial Group
and its wholly owned subsidiary, HeritageBank of the South, or any successors to the aforesaid corporations by
merger, consolidation or otherwise, which may agree to continue this Plan, or any Related Employer or any other
business organization which, with the consent of the Sponsor, shall agree to become a party to this Plan.  To the
extent required by the Code or the Act, references herein to the Employer shall also include all Related Employers,
whether or not they are participating in this Plan.



            (v)            "Employer Securities" shall mean the common
stock issued by Heritage Financial Group.  Such term shall also mean, in the discretion of the Board of Directors,
any other common stock issued by the Employer or any Related Employer having voting power and dividend rights
equal to or in excess of:



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



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



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



            (w)            "Entry Date" shall mean each January 1 and July 1.



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



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



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



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



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



            (cc)            "Hour of Service" shall mean each hour for which
an Employee is directly or indirectly paid or entitled to payment by the Employer or a Related Employer for the
performance of duties or for reasons other than the performance of duties (such as vacation time, holidays, sickness, disability, paid lay-offs, jury duty and similar periods of paid nonworking time).  To the extent not otherwise included, Hours of Service shall also include each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the





4
NEXT PAGE








Employer or a Related Employer.  Hours of working time shall be credited on the basis of actual hours worked, even though compensated at a premium rate for overtime or other reasons.  In
computing and crediting Hours of Service for an Employee under this Plan, the rules set forth in Sections
2530.200b-2(b) and (c) of the Department of Labor Regulations shall apply, said sections being herein incorporated
by reference.  Hours of Service shall be credited to the Plan Year or other relevant period during which the services
were performed or the nonworking time occurred, regardless of the time when compensation therefor may be paid.
Any Employee for whom no hourly employment records are kept by the Employer or a Related Employer shall be
credited with 45 Hours of Service for each calendar week in which he would have been credited with a least one
Hour or Service under the foregoing provisions, if hourly records were available.  Solely for purposes of
determining whether a Break for participation and vesting purposes has occurred in an Eligibility Period or a Plan
Year, an individual who is absent from work for maternity or paternity reasons shall receive credit for the Hours of
Service which would otherwise have been credited to such individual but for such absence, or in any case in which
such hours cannot be determined, 8 Hours of Service per day of such absence.  For purposes of Section 1.1(cc), an
absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the
individual, (2) by reason of the birth of a child of the individual, (3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such individual, or (4) for purposes of caring for such
child for a period beginning immediately following such birth or placement.  The Hours of Service credited under
this provision shall be credited (1) in the computation period in which the absence begins if the crediting is
necessary to prevent a Break in that period, or (2) in all other cases, in the following computation period.



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



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



            (ff)            "Normal Retirement Date" shall mean the first day
of the month coincident with or next following the later of the date on which a Participant attains age 65 and
completes the 5th anniversary of his participation in the Plan.



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



            (hh)            "Plan" shall mean the Heritage Financial Group
Employee Stock Ownership Plan, as described herein or as hereafter amended from time to time.



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



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






5
NEXT PAGE









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



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



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



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



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



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



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



            (nn)            "Sponsor" shall mean Heritage Financial Group. 



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



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



            (qq)            "Valuation Date" shall mean the last day of each
Plan Year.  The Trustee may make additional valuations, at the direction of the Administrator, but in no event may
the Administrator request additional valuations by the Trustee more frequently than quarterly.  Whenever such date
falls on a Saturday, Sunday or holiday, the preceding business day shall be the Valuation Date.



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



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



1.2            Plurals and Gender.



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



1.3            Incorporation of Trust
Agreement.



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






6
NEXT PAGE











1.4            Headings.



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



1.5            Severability.



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



1.6            References to
Governmental Regulations.



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



1.7            Notices.



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



1.8            Evidence.



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



1.9            Action by Employer.



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






7
NEXT PAGE









ARTICLE II


PARTICIPATION



2.1            Commencement of
Participation.



            (a)            Any Employee who is eligible to become a
Participant in accordance with Section 1.1(gg) hereof shall initially become a Participant on the Entry Date
coincident with or next following the date on which he completes one Year of Eligibility Service and attains age 21.



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



2.2            Termination of
Participation.



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



            (a)            His actual Retirement date;



            (b)            His date of death; or



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



2.3            Resumption of
Participation.



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



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



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



2.4            Determination of
Eligibility.



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



2.5            Restricted Participation



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






8
NEXT PAGE









                        (a)            the Participant will not share in the Employee Stock Ownership Contribution
and forfeitures (as described in Sections 7.2 and 7.3), except as provided in Sections 5.4 and 5.5; and



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






9
NEXT PAGE









ARTICLE III


CREDITED SERVICE



3.1            Service Counted for
Eligibility Purposes.  



            Except as provided in
Section 3.3, all Years of Eligibility Service completed by an Employee shall be counted in determining his eligibility
to become a Participant on and after the Effective Date, whether or not such Service was completed before or after
the Effective Date.



3.2            Service Counted for
Vesting Purposes.



            All Years of Vesting
Service completed by an Employee (including Years of Vesting Service completed prior to the Effective Date) shall
be counted in determining his vested interest in this Plan, except the following:



            (a)            Service which is disregarded under the provisions
of Section 3.3;



            (b)            Service prior to the Effective Date of this Plan if
such Service would have been disregarded under the "break in service" rules (within the meaning of Section
1.411(a)-5(b) of the Treasury Regulations).



3.3            Credit for Pre-Break
Service.



            Upon his resumption of
participation following one or a series of consecutive Breaks, an Employee's pre-Break Service shall be reinstated to
his credit for eligibility and vesting purposes only if either:



            (a)            He was vested in any portion of his accrued benefit
at the time the Break(s) began; or



            (b)            The number of his consecutive Breaks does not
equal or exceed the greater of 5 or the number of his Years of Eligibility Service or Years of Vesting Service, as the
case may be, credited to him before the Breaks began.



            Except as provided in the
foregoing, none of an Employee's Service prior to one or a series of consecutive Breaks shall be counted for any
purpose in connection with his participation in this Plan thereafter.



3.4            Service Credit During
Authorized Leaves.



            An Employee shall receive
no Service credit under Section 3.1 or 3.2 during any Authorized Leave of Absence.  However, solely for the
purpose of determining whether he has incurred a Break during any Plan Year in which he is absent from Service
for one or more Authorized Leaves of Absence, he shall be credited with 45 Hours of Service for each week during
any such leave period.  Notwithstanding the foregoing, if an Employee fails to return to Service on or before the end
of a leave period, he shall be deemed to have terminated Service as of the first day of such leave period and his
credit for Hours of Service, determined under this Section 3.4, shall be revoked.  Notwithstanding anything
contained herein to the contrary, an Employee who is absent by reason of military service as set forth in Section
1.1(e)(1) shall be given Service credit under this Plan for such military leave period to the extent, and for all
purposes, required by law.



3.5            Service Credit During
Maternity or Paternity Leave.



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






10
NEXT PAGE









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



            (b) the number of days of
such absence.



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



3.6            Ineligible Employees.



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



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



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



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






11
NEXT PAGE









ARTICLE IV


CONTRIBUTIONS



4.1            Employee Stock
Ownership Contribution.



            (a)            Subject to all of the provisions of this Article IV,
for each Plan Year commencing on or after the Effective Date, the Employer shall make an Employee Stock
Ownership Contribution to the Fund in such amount as may be determined by resolution of the Board of Directors
in its discretion; provided, however, that the Employer shall contribute an amount in cash not less than the amount
required to enable the Trustee to discharge any indebtedness incurred with respect to an Exempt Loan in accordance
with Section 8.6(c).  If any part of the Employee Stock Ownership Contribution under this Section 4.1 for any Plan
Year is in cash in an amount exceeding the amount needed to pay the amount due during or prior to such Plan Year
with respect to an Exempt Loan, such cash shall be applied by the Trustee, as directed by the Administrator in its
sole discretion, either to the purchase of Employer Securities or to repay an Exempt Loan.  Contributions hereunder
shall be in the form of cash, Employer Securities or any combination thereof.  In determining the value of Employer
Securities transferred to the Fund as an Employee Stock Ownership Contribution, the Administrator may determine
the average of closing prices of such securities for a period of up to 90 consecutive days immediately preceding the
date on which the securities are contributed to the Fund.  In the event that the Employer Securities are not readily
tradable on an established securities market, the value of the Employer Securities transferred to the Fund shall be
determined by an independent appraiser in accordance with Section 8.9.



            (b)            Subject to Section 4.1(a), in no event shall the
Employee Stock Ownership Contribution exceed for any Plan Year the maximum amount that may be deducted by
the Employer under Section 404 of the Code, nor shall such contribution cause the Employer to violate its
regulatory capital requirements.  Each Employee Stock Ownership Contribution by the Employer shall be deemed to
be made on the express condition that the Plan, as then in effect, shall be qualified under Sections 401(a) and 501(a)
of the Code and that the amount of such contribution shall be deductible from the Employer's income under Section
404 of the Code.



4.2            Time and Manner of
Employee Stock Ownership Contribution.



            (a)            The Employee Stock Ownership Contribution (if
any) for each Plan Year shall be paid to the Trustee in one lump sum or installments at any time on or before the
expiration of the time prescribed by law (including any extensions) for filing of the Employer's federal income tax
return for its fiscal year ending concurrent with or during such Plan Year; provided, however, that the Employee
Stock Ownership Contribution (if any) for a Plan Year shall be made in a timely manner to make any required
payment of principal and/or interest on an Exempt Loan for such Plan Year.  Any portion of the Employee Stock
Ownership Contribution for each Plan Year that may be made prior to the last day of the Plan Year shall, if there is
an Exempt Loan outstanding at such time, at the election of the Administrator, either (i) be applied immediately to
make payments on such Exempt Loan or (ii) be maintained in the Employee Stock Ownership Suspense Account
described in Section 5.2 until the last day of such Plan Year.



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






12
NEXT PAGE









            (c)            Notwithstanding anything contained herein to the
contrary, no Employee Stock Ownership Contribution shall be made for any Plan Year during which a limitations
account created pursuant to Section 5.6(c)(3) is in existence until the balance of such limitations account has been
reallocated in accordance with Section 5.6(c)(3).



4.3            Records of
Contributions.



            The Employer shall deliver
at least annually to the Trustee, with respect to the Employee Stock Ownership Contribution contemplated in
Section 4.1, a certificate of the Administrator, in such form as the Trustee shall approve, setting forth:



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



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



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



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



4.4            Erroneous
Contributions.



            (a)            Notwithstanding anything herein to the contrary,
upon the Employer's written request, a contribution which was made by a mistake of fact, or conditioned upon the
initial qualification of the Plan, under Code Section 401(a), or upon the deductibility of the contribution under
Section 404 of the Code, shall be returned to the Employer by the Trustee within one year after the payment of the
contribution, the denial of the qualification or the disallowance of the deduction (to the extent disallowed),
whichever is applicable; provided, however, that in the case of denial of the initial qualification of the Plan, a
contribution shall not be returned unless an Application for Determination has been timely filed with the Internal
Revenue Service.  Any portion of a contribution returned pursuant to this Section 4.4 shall be adjusted to reflect its
proportionate share of the losses of the Fund, but shall not be adjusted to reflect any earnings or gains.
Notwithstanding any provisions of this Plan to the contrary, the right or claim of any Participant or Beneficiary to
any asset of the Fund or any benefit under this Plan shall be subject to and limited by this Section 4.4.



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






13
NEXT PAGE








ARTICLE V


ACCOUNTS, ALLOCATIONS AND INVESTMENTS



5.1            Establishment of
Separate Participant Accounts.



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



            (a)            Employee Stock Ownership Accounts.



                        The Administrator shall establish a separate Employee
Stock Ownership Account in the Fund for each Participant.  The Administrator may establish subaccounts
hereunder, an Employer Stock Account reflecting a Participant's interest in Employer Securities held by the Fund,
and an Other Investments Account reflecting the Participant's interest in his Employee Stock Ownership Account
other than Employer Securities.  Each Participant's Employer Stock Account shall reflect his share of any Employee
Stock Ownership Contribution made in Employer Securities, his allocable share of forfeitures (as described in
Section 5.4), and any Employer Securities attributable to earnings on such stock.  Each Participant's Other
Investments Account shall reflect any Employee Stock Ownership Contribution made in cash, any cash dividends
on Employer Securities allocated and credited to his Employee Stock Ownership Account (other than currently
distributable dividends) and his share of corresponding cash forfeitures, and any income, gains, losses, appreciation,
or depreciation attributable thereto.



            (b)            Distribution Accounts.



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



            (c)            Other Accounts.



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



5.2            Establishment of
Suspense Accounts.



            The Administrator shall
establish a separate Employee Stock Ownership Suspense Account.  There shall be credited to such account any
Employee Stock Ownership Contribution that may be made prior to the last day of the Plan Year and that are
allocable to the Employee Stock Ownership Suspense Account pursuant to Section 4.2(a).  The Employee Stock
Ownership Suspense Account shall share proportionately as to time and amount in any Investment Adjustments.  As
of the last day of each Plan Year, the balance of the Employee Stock Ownership Suspense Account shall be added
to the Employee Stock Ownership Contribution and allocated to the Employee Stock Ownership Accounts of
Participants as provided in Section 5.5, except as provided herein.  In the event that the Plan takes an Exempt Loan,
the Employer Securities purchased thereby shall be allocated as Financed Shares to a separate Exempt Loan
Suspense Account, from which Employer Securities shall be released in accordance with Section 8.5 and shall be
allocated in accordance with Section 8.6(b).






14
NEXT PAGE











5.3            Allocation of Earnings,
Losses and Expenses.



            As of each Valuation Date,
any increase or decrease in the net worth of the aggregate Employee Stock Ownership Accounts held in the Fund
attributable to earnings, losses, expenses and unrealized appreciation or depreciation in each such aggregate
account, as determined by the Trustee pursuant to the Trust Agreement, shall be credited to or deducted from the
appropriate suspense accounts and all Participants' Employee Stock Ownership Accounts (except segregated
distribution accounts described in Section 5.1(b) and the "limitations account" described in Section 5.6(c)(3)) in the
proportion that the value of each such account (determined immediately prior to such allocation and before crediting
any Employee Stock Ownership Contribution and forfeitures for the current Plan Year but after adjustment for any
transfer to or from such accounts and for the time such funds were in such accounts) bears to the value of all
Employee Stock Ownership Accounts.



5.4            Allocation of
Forfeitures.



            As of the last day of each
Plan Year, all forfeitures attributable to the Employee Stock Ownership Accounts which are then available for
reallocation shall be, as appropriate, added to the Employee Stock Ownership Contribution (if any) for such year
and allocated among the Participants' Employee Stock Ownership Accounts, as appropriate, in the manner provided
in Sections 5.5 and 5.6. 



5.5            Allocation of Employee
Stock Ownership Contribution.



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



5.6            Limitation on Annual
Additions.



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



                        (1)            $40,000, as adjusted for increases in the cost-of-living under section 415(d) of
the Code, or 



                        (2)
            100 percent of the
Participant's Compensation, within the meaning of this Section 5.6, for the Limitation Year.  The Compensation
limit referred to in (2) shall not apply to any contribution for medical benefits after separation from service (within
the meaning of section 401(h) or section 419(f)(2) of the Code) which is otherwise treated as an Annual Addition.



            (b)            Solely for the purpose of this Section 5.6, the term
"compensation" is defined as wages, salaries, fees for professional services, pre-tax elective deferrals and salary
reduction contributions under a plan described in Section 401(k), 125, 132(f)(4) and 457 of the Code, and other
amounts received (without regard to whether or not an amount is paid in cash) for personal services actually
rendered in the course of employment with the Employer or a Related Employer, to the extent that the amounts are
includable in gross income (including, but not limited to, commissions paid to salesmen, compensation for services
on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and
reimbursements or other expense allowances under a nonaccountable plan (as described in Treas. Regs.
Section 1.62-2(c)), and excluding the following:






15
NEXT PAGE









                        (1)            Employer contributions by the Employer or a Related Employer to a plan of
deferred compensation (other than elective deferrals as described above) which are not includable in the Employee's
gross income for the taxable year in which contributed, or employer contributions by the Employer or a Related
Employer under a simplified employee pension plan to the extent such contributions are deductible by the
Employee, or any distributions from a plan of deferred compensation;



                        (2)            Amounts realized from the exercise of a non-qualified stock option, or when
restricted stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;



                        (3)            Amounts realized from the sale, exchange or other disposition of stock
acquired under a qualified stock option; and



                        (4)            Other amounts which received special tax benefits or contributions made by the
employer (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described
in section 403(b) of the Code (whether or not the contributions are actually excludable from the gross income of the
Employee).



            (c)            In the event that the limitations on Annual
Additions described in Section 5.6(a) above are exceeded with respect to any Participant in any Limitation Year,
then the contributions allocable to the Participant for such Limitation Year shall be reduced to the minimum extent
required by such limitations, in the following order of priority:



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



                        (2)            If any further reductions in Annual Additions are necessary, then the Employee
Stock Ownership Contribution and forfeitures allocated during such Limitation Year to the Participant's Employee
Stock Ownership Account shall be reduced.   The amount of any such reductions in the Employee Stock Ownership
Contribution and forfeitures shall be reallocated to all other Participants in the same manner as set forth under
Sections 5.4 and 5.5.



                        (3)            Any amounts which cannot be reallocated to other Participants in a current
Limitation Year in accordance with Section 5.6(c)(2) above because of the limitations contained in Sections 5.6(a)
and (d) shall be credited to an account designated as the "limitations account" and carried forward to the next and
subsequent Limitation Years until it can be reallocated to all Participants as set forth in Sections 5.4 and 5.5, as
appropriate.  No Investment Adjustments shall be allocated to this limitations account.  In the next and subsequent
Limitation Years, all amounts in the limitations account must be allocated in the manner described in Sections 5.4
and 5.5, as appropriate, before any Employee Stock Ownership Contribution may be made to this Plan for that
Limitation Year.






16
NEXT PAGE









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



5.7            Erroneous Allocations.



            No Participant shall be
entitled to any Annual Additions or other allocations to his Account in excess of those permitted under Sections 5.3,
5.4, 5.5, and 5.6.  If it is determined at any time that the Administrator has 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.  To the extent applicable, such correction shall be made in accordance with the provisions of
the most recent Internal Revenue Service Revenue Procedure regarding self-correction of tax-qualification defects. 



5.8            Value of Participant's
Account.



            At any time, the value of a
Participant's Account shall consist of the aggregate value of his Employee Stock Ownership Account and his
distribution account, if any, determined as of the next-preceding Valuation Date.  The Administrator shall maintain
adequate records of the cost basis of Employer Securities allocated to each Participant's Employee Stock Ownership
Account. 



5.9             Investment of Account
Balances.



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






17
NEXT PAGE








ARTICLE VI


RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY



6.1            Normal Retirement.



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



6.2            Early Retirement.



            There is no early retirement
under this Plan.



6.3            Disability Retirement.



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



6.4            Death Benefits.



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



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



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



6.5            Designation of
Beneficiary and Manner of Payment.



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






18
NEXT PAGE









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



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






19
NEXT PAGE











ARTICLE VII


VESTING AND FORFEITURES



7.1            Vesting on Death,
Disability and Normal Retirement.



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



7.2            Vesting on Termination
of Participation.



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


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




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



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



7.3            Disposition of
Forfeitures.



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



            (b)            In the event a Participant terminates Service and
subsequently incurs a Break and receives a distribution, or in the event a Participant does not terminate Service, but
incurs at least 5 Breaks, or in the event that a Participant terminates Service and incurs at least 5 Breaks but has not
received a distribution, then the forfeitable portion of his Employee Stock Ownership Account, including
Investment Adjustments, shall be reallocated to other Participants, pursuant to Section 5.4, as of the date the
Participant incurs such Break or Breaks, as the case may be.



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






20
NEXT PAGE









ARTICLE VIII


EMPLOYEE STOCK
OWNERSHIP PROVISIONS



8.1            Right to Demand
Employer Securities.



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



8.2            Voting Rights.



            Each Participant with an
Employee Stock Ownership Account shall be entitled to direct the Trustee as to the manner in which the Employer
Securities in such account are to be voted.  Employer Securities held in the Employee Stock Ownership Suspense
Account or the Exempt Loan Suspense Account shall be voted by the Trustee on each issue with respect to which
shareholders are entitled to vote in the same proportion as the Participants who directed the Trustee as to the manner
of voting their shares in the Employee Stock Ownership Accounts with respect to such issue (that is, affirmatively,
negatively or with an abstention).  In the event that a Participant fails to give timely voting instructions to the
Trustee with respect to the voting of Employer Securities that are allocated to his Employee Stock Ownership
Account, the Trustee shall vote such shares in such manner as directed by the Administrator.



8.3            Nondiscrimination in
Employee Stock Ownership Contribution.



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



            (a)            Was at any time during the Plan Year or the
preceding Plan Year a 5 percent owner of the Employer; or



            (b)            Received compensation (within the meaning of
Section 5.6) from the Employer for the preceding Plan Year in excess of $80,000, as adjusted under Code Section
414(q).



            The determination of who
is included in the group of Employees described above will be made in accordance with Section 414(q) of the Code
and the regulations thereunder.  Amounts not allocable on account of this Section 8.4 shall be allocated among the
Accounts of Participants who are not highly compensated employees, as defined herein, in accordance with Sections
5.5 and 5.6. 



8.4            Dividends.



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






21
NEXT PAGE









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



            (c)            If the Administrator permits, then Participants shall
be able to elect, in accordance with regulations or other guidance, to have the dividends paid and allocable to the
Participant's Account either (i) distributed to the Participant (or his Beneficiary) no later than 90 days after close of
the Plan Year in which the dividend is paid (reduced by any investment losses occurring from when the dividend is
paid to the Plan to when it is distributed to the Participant), or (ii) retained in the Participant's Account under the
Plan to be invested in Employer Securities.



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



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



8.5            Exempt Loans.



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






22
NEXT PAGE









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



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



8.6            Exempt Loan Payments.



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



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



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



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



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



                        (3)            Any combination of the foregoing.






23
NEXT PAGE









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



            (d)  Except as provided in
Section 8.1 above and notwithstanding any amendment to or termination of the Plan which causes it to cease to
qualify as an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code, or any
repayment of an Exempt Loan, no shares of Employer Securities acquired with the proceeds of an Exempt Loan
obtained by the Trust to purchase Employer Securities may be subject to a put, call or other option, or buy-sell or
similar arrangement, while such shares are held by the Plan or when such shares are distributed from the Plan.  The
provisions of this Section 8.6(d) shall continue to be applicable to Employer Securities held by the Trustee, whether
or not allocated to Participants' and Former Participants' Accounts, even if the Plan ceases to be an employee stock
ownership plan, as defined in Section 4975(e)(7) of the Code.



8.7            Put Option.



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



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



8.8            Diversification
Requirements.



            Each Participant who has
completed at least 10 years of participation in the Plan and has attained age 55 may elect within 90 days after the
close of each Plan Year during his "qualified election period" to direct the Plan as to the investment of at least 25
percent of his Employee Stock Ownership Account (to the extent such percentage exceeds the amount to which a
prior election under this Section 8.8 had been made).  For purposes of this Section 8.8, the term "qualified election
period" shall mean the 5-Plan-Year period beginning with the Plan Year after the Plan Year in which the Participant
attains age 55 (or, if later, beginning with the Plan Year after the first Plan Year in which the Employee first
completes at least 10 years of participation in the Plan).  In the case of an Employee who has attained age 60 and
completed 10 years of participation in the prior Plan Year and in the case of the election year in which any other
Participant who has met the minimum age and service requirements for diversification can make his last election
hereunder, he shall be entitled to direct the Plan as to the investment of at least 50 percent of his Employee Stock
Ownership Account (to the extent such percentage exceeds the amount to which a prior election under this Section
8.8 had been made).  The Plan shall make available at least 3 investment options (chosen by the Administrator in





24
NEXT PAGE








accordance with regulations prescribed by the Department of Treasury) to each Participant making an election
hereunder.  The Plan shall be deemed to have met the requirements of this Section if the portion of the Participant's
Employee Stock Ownership Account covered by the election hereunder is distributed to the Participant or his
designated Beneficiary within 90 days after the period during which the election may be made.  In the absence of
such a distribution, the Trustee, pursuant to the Administrator's direction, shall implement the Participant's election
within 90 days following the expiration of the qualified election period.  Notwithstanding the foregoing, if the fair
market value of the Employer Securities allocated to the Employee Stock Ownership Account of a Participant
otherwise entitled to diversify hereunder is $500 or less as of the Valuation Date immediately preceding the first day
of any election period, then such Participant shall not be entitled to an election under this Section 8.8 for that
qualified election period.



8.9            Independent Appraiser.



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






25
NEXT PAGE










ARTICLE IX


PAYMENTS AND DISTRIBUTIONS



9.1            Payments on
Termination of Service - In General.



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



9.2            Commencement of
Payments.



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



            (b)            Distribution following Termination of Service.
Unless a Participant elects otherwise, if a Participant terminates Service prior to Retirement, Disability or death, he
shall be accorded an opportunity to commence receipt of benefits as soon as practicable after the Valuation Date
next following the date of his termination of Service.  A Participant who terminates Service with a vested Account
balance shall be entitled to receive from the Administrator a statement of his benefits.  In the event that a Participant
elects not to commence receipt of distribution in accordance with this Section 9.2(b) after the Participant incurs a
Break, the Administrator shall transfer his vested Account balance to a distribution account.  If a Participant's vested
Account balance does not exceed $5,000 (referred to herein as a "mandatory distribution"), the Plan Administrator
shall distribute the vested portion of his Account balance as soon as administratively feasible without the consent of
the Participant or his spouse.  In the event of a mandatory distribution greater than $1,000 in accordance with the
preceding sentence, if the Participant does not elect to have such distribution paid directly to an "eligible retirement
plan" (as that term is defined in Section 9.10(c)) specified by the Participant in a "direct rollover' (as that term is
defined in Section 9.10(e)) or to receive the distribution directly, then the Administrator will pay the distribution in
a direct rollover to an individual retirement plan designated by the Administrator. 



            (c)            Distribution of Larger Accounts.  If the value of a
Participant's vested Account balance exceeds $5,000, and the Account balance is immediately distributable, the
Participant must consent to any distribution of such Account balance.  The Administrator shall notify the Participant
of the right to defer any distribution until the Participant's Account balance is no longer immediately distributable.
The consent of the Participant shall not be required to the extent that a distribution is required to satisfy Code
Section 401(a)(9) or Code Section 415. 



9.3            Mandatory
Commencement of Benefits.



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



            (b)            In the event that the Plan shall be subsequently
amended to provide for a form of distribution other than a lump sum, as of the first distribution calendar year,
distributions, if not made in a lump sum, may be made only over one of the following periods (or a combination
thereof):



                        
(i)            the life of the Participant,






26
NEXT PAGE









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



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



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



            (c)            In the event that the Plan shall be subsequently
amended to provide for a form of distribution other than a lump sum, if the Participant's interest is to be distributed
in other than a lump sum, the following minimum distribution rules shall apply on or after the required beginning
date:



                        
(i)            If a Participant's benefit
is to be distributed over (1) a period not extending beyond the life expectancy of the Participant or the joint life and
last survivor expectancy of the Participant and the Participant's designated Beneficiary or (2) a period not extending
beyond the life expectancy of the designated Beneficiary, the amount required to be distributed for each calendar
year, beginning with distributions for the first distribution calendar year, must at least equal the quotient obtained by
dividing the Participant's benefit by the applicable life expectancy.



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



                        (iii)            The minimum distribution required for the Participant's first distribution
calendar year must be made on or before the Participant's required beginning date.  The minimum distribution for
other calendar years, including the minimum distribution for the distribution calendar year in which the Participant's
required beginning date occurs, must be made on or before December 31 of the distribution calendar year.



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



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



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



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



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






27
NEXT PAGE









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



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



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



            (i)            The Plan will apply the minimum distribution
requirements of Section 401(a)(9) of the Code in accordance with the regulations under Section 401(a)(9) of the
Code, notwithstanding any provision of the Plan to the contrary. 



9.4            Required Beginning
Dates.



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



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



9.5            Form of Payment.



            Each Participant's vested
Account balance shall be distributed in a lump sum payment.  Notwithstanding the preceding sentence, but subject
to Section 9.3, the Administrator may not distribute a lump sum without the Participant's consent when the present
value of a Participant's total Account balance is in excess of $5,000.  This form of payment shall be the normal form
of distribution.  Furthermore, however, in the event that the Administrator must commence distributions, as required
by Section 9.4 herein, with respect to an Employee who has attained age 70-1/2 and is still employed by the
Employer, if the Employee does not elect a lump sum distribution, payments shall be made in installments in such
amounts as shall satisfy the minimum distribution rules of Section 9.3.






28
NEXT PAGE









9.6            Payments Upon
Termination of Plan.



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



9.7            Distributions Pursuant
to Qualified Domestic Relations Orders.



            Upon receipt of a domestic
relations order, the Administrator shall promptly notify the Participant and any alternate payee of receipt of the
order and the Plan's procedure for determining whether the order is a Qualified Domestic Relations Order.  While
the issue of whether a domestic relations order is a Qualified Domestic Relations Order is being determined, if the
benefits would otherwise be paid, the Administrator shall segregate in a separate account in the Plan the amounts
that would be payable to the alternate payee during such period if the order were a Qualified Domestic Relations
Order.  If within 18 months the order is determined to be a Qualified Domestic Relations Order, the amounts so
segregated, along with the interest or investment earnings attributable thereto, shall be paid to the alternate payee.
Alternatively, if within 18 months, it is determined that the order is not a Qualified Domestic Relations Order or if
the issue is still unresolved, the amounts segregated under this Section 9.7, with the earnings attributable thereto,
shall be paid to the Participant or Beneficiary who would have been entitled to such amounts if there had been no
order.  The determination as to whether the order is qualified shall be applied prospectively.  Thus, if the
Administrator determines that the order is a Qualified Domestic Relations Order after the 18-month period, the Plan
shall not be liable for payments to the alternative payee for the period before the order is determined to be a
Qualified Domestic Relations Order. 



9.8            Cash-Out Distributions.



            If a Participant receives a
distribution of his entire vested Account balance because of the termination of his participation in the Plan, the Plan
shall disregard a Participant's Service with respect to which such cash-out distribution shall have been made, in
computing his Account balance in the event that a Former Participant shall again become an Employee and become
eligible to participate in the Plan.  Such a distribution shall be deemed to be made on termination of participation in
the Plan if it is made not later than the close of the second Plan Year following the Plan Year in which such
termination occurs.  The forfeitable portion of a Participant's Account balance shall be restored upon repayment to
the Plan by such Former Participant of the full amount of the cash-out distribution, provided that the Former
Participant again becomes an Employee.  Such repayment must be made by the Employee not later than the end of
the 5-year period beginning with the date the Participant is reemployed by the Company or a Related Employer, or
the close of the first period of 5 consecutive Breaks commencing after the distribution to the Participant.
Forfeitures required to be restored by virtue of such repayment shall be restored from the following sources in the
following order of preference: (i) current forfeitures; (ii) an additional Employee Stock Ownership Contribution, as
appropriate, and as subject to Section 5.6; and (iii) investment earnings of the Fund.  In the event that a Participant's
Account balance is totally forfeitable, a Participant shall be deemed to have received a distribution of zero upon his
termination of Service.  In the event of a return to Service within 5 years of the date of his deemed distribution, the
Participant shall be deemed to have repaid his distribution in accordance with the rules of this Section 9.8.



9.9            ESOP Distribution
Rules.






29
NEXT PAGE










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



9.10            Direct Rollover.



            (a)            Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributee's election under this Article IX, a distributee may elect, at the time
and in the manner prescribed by the Administrator, to have any portion of an "eligible rollover distribution" paid
directly to an "eligible retirement plan" specified by the distributee in a "direct rollover."



            (b)            For purposes of this Section 9.10, an "eligible
rollover distribution" is any distribution of all or any portion of the balance to the credit of the distributee, except
that an "eligible rollover distribution" does not include:  any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee and the distributee's designated Beneficiary, or for a
specified period of ten years or more; any distribution to the extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution that is not includable in gross income (determined without
regard to the exclusion for net unrealized appreciation with respect to Employer Securities).  An "eligible rollover
distribution" which the Participant may roll over to an "eligible retirement plan" excludes hardship distributions.



            (c)            For purposes of this Section 9.10, an "eligible
retirement plan" is an individual retirement account described in section 408(a) of the Code, an individual
retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code,
or a qualified trust described in section 401(a) of the Code, that accepts the distributee's eligible rollover
distribution.  However, in the case of an "eligible rollover distribution" to the surviving spouse, an "eligible
retirement plan" is an individual retirement account or individual retirement annuity.  An eligible retirement plan
shall also mean an annuity contract described in section 403(b) of the Code and an eligible plan under section
457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such
plan from this plan.  The definition of eligible retirement plan shall also apply in the case of a distribution to a
surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation
order, as defined in section 414(p) of the Code.



            (d)            For purposes of this Section 9.10, a distributee
includes a Participant or Former Participant.  In addition, the Participant's or Former Participant's surviving spouse
and the Participant's or Former Participant's spouse or former spouse who is the alternate payee under a Qualified
Domestic Relations Order are "distributees" with regard to the interest of the spouse or former spouse.



            (e)            For purposes of this Section 9.10, a "direct
rollover" is a payment by the Plan to the "eligible retirement plan" specified by the distributee.



9.11            Waiver of 30-day
Notice.






30
NEXT PAGE










            If a distribution is one to
which Sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than 30 days
after the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that: (1) the
Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after
receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular
distribution option), and (2) the Participant, after receiving the notice, affirmatively elects a distribution.




9.12            Re-employed Veterans.



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



9.13            Share Legend.



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






31
NEXT PAGE









ARTICLE X


PROVISIONS RELATING TO TOP-HEAVY PLANS



10.1            Top-Heavy Rules to
Control.



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



10.2            Top-Heavy Plan
Definitions.



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



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



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



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



            (d)            "Key Employee" shall mean any Employee or
former Employee (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), a 5-percent owner of the Employer, or a 1-percent owner of the Employer
having annual compensation of more than $150,000.  For this purpose, annual compensation means compensation
within the meaning of section 415(c)(3) of the Code.  The determination of who is a key employee will be made in
accordance with section 416(i)(1) of the Code and the applicable regulations and other guidance of general
applicability issued thereunder. 



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



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



            (g)            "Required Aggregation Group" shall mean each
plan (including any terminated plan) of the Employer in which a Key Employee is (or in the case of a terminated
plan, had been) a Participant in the Plan Year containing the Determination Date or any of the 4





32
NEXT PAGE








preceding Plan Years, and each other plan of the Employer which enables any plan of the Employer in which a Key Employee is a Participant to meet the requirements of Sections 401(a)(4) and 410 of the Code.



10.3            Calculation of Accrued
Benefits.



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



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



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



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



                        (4)            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 "5-year period" for "1-year period.


            


                        (5)            The accrued benefits and accounts of any individual who has not performed
services for the Employer during the 1-year period ending on the Determination Date shall not be taken into
account.



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



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



                                    (A)            If the transfer is initiated by the Employee and made from a plan maintained by one employer to a plan
maintained by another unrelated employer, the transferring plan shall continue to count the amount transferred; the
receiving plan shall not count the amount transferred.






33
NEXT PAGE










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



10.4            Determination of Top-Heavy Status.



            This Plan shall be
considered to be a top-heavy plan for any Plan Year if, as of the Determination Date, the value of the Accrued
Benefits of Key Employees exceeds 60% of the value of the Accrued Benefits of all eligible Employees under the
Plan.  Notwithstanding the foregoing, if the Employer maintains any other qualified plan, the determination of
whether this Plan is top-heavy shall be made after aggregating all other plans of the Employer in the Required
Aggregation Group and, if desired by the Employer as a means of avoiding top-heavy status, after aggregating any
other plan of the Employer in the Permissive Aggregation Group.  If the required Aggregation Group is top-heavy,
then each plan contained in such group shall be deemed to be top-heavy, notwithstanding that any particular plan in
such group would not otherwise be deemed to be top-heavy.  Conversely, if the Permissive Aggregation Group is
not top-heavy, then no plan contained in such group shall be deemed to be top-heavy, notwithstanding that any
particular plan in such group would otherwise be deemed to be top-heavy.  In no event shall a plan included in a
top-heavy Permissive Aggregation Group be deemed a top-heavy plan unless such plan is also included in a top-heavy Required Aggregation Group.



10.5            Minimum
Contribution.



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



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



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



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



                        (1)            The percentage minimum contribution required under this Plan shall in no
event exceed the percentage contribution made for the Key Employee for whom such percentage is the highest for
the Plan Year after taking into account contributions under other defined contribution plans in this Plan's Required
Aggregation Group; provided, however, that this Section 10.5(b)(1) shall not apply if this Plan is included in a
Required Aggregation Group and this Plan enables a defined benefit plan in such Required Aggregation Group to
meet the requirements of Section 401(a)(4) or 410 of the Code.



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






34
NEXT PAGE










            (c)            For purposes of this Section 10.5, there shall be
disregarded (1) any Employer contributions attributable to a salary reduction or similar arrangement, or (2) any
Employer contributions to or any benefits under Chapter 21 of the Code (relating to the Federal Insurance
Contributions Act), Title II of the Social Security Act, or any other federal or state law.



            (d)            For purposes of this Section 10.5, minimum
contributions shall be required to be made on behalf of only those Non-Key Employees, as described in Section
10.6(a), who have not terminated Service as of the last day of the Plan Year.  If a Non-Key Employee is otherwise
entitled to receive a minimum contribution pursuant to this Section 10.5(d), the fact that such Non-Key Employee
failed to complete 1,000 Hours of Service or failed to make any mandatory or elective contributions under this Plan,
if any are so required, shall not preclude him from receiving such minimum contribution.



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



10.6            Vesting.



            (a)            For any Plan Year in which the Plan is a top-heavy
plan, a Participant's Account shall vest according to the following schedule:



		Years of Service
Completed



Less than 3


3 or more		Percentage Vested



0%


100%








            (b)            For purposes of Section 10.6(a), the term "year of
service" shall have the same meaning as Year of Vesting Service, as set forth in Section 1.1(ss), and as modified by
Section 3.2.



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






35
NEXT PAGE











ARTICLE XI


ADMINISTRATION



11.1            Appointment of
Administrator.



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



11.2            Resignation or
Removal of Administrator.



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



11.3            Appointment of
Successors:  Terms of Office, Etc.



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



11.4            Powers and Duties of
Administrator.



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



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



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



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



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






36
NEXT PAGE










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



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



            (g)            To direct the Trustee concerning all matters
requiring the Administrator's direction pursuant to the provisions of this Plan and the Trust Agreement;



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



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



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



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



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



            (m)      To direct the
Trustee to pay all expenses of administering this Plan, except to the extent that the Employer pays such expenses.



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



11.5            Action by
Administrator.



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



11.6            Participation by
Administrator.



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






37
NEXT PAGE












11.7            Agents.



            The Administrator may
employ agents and provide for such clerical, legal, actuarial, accounting, medical, advisory or other services as it
deems necessary to perform its duties under this Plan.  The cost of such services and all other expenses incurred by
the Administrator in connection with the administration of the Plan shall be paid from the Fund, unless paid by the
Employer.



11.8            Allocation of Duties.



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



11.9            Delegation of Duties.



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



11.10            Administrator's
Action Conclusive.



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



11.11            Compensation and
Expenses of Administrator.



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



11.12            Records and Reports.



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



11.13            Reports of Fund
Open to Participants.



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






38
NEXT PAGE












11.14            Named Fiduciary.



            The Administrator is the
named fiduciary for purposes of Section 402 of the Act and shall be the designated agent for receipt of service of
process on behalf of the Plan.  It shall use the care and diligence in the performance of its duties under this Plan that
are required of fiduciaries under the Act.  Nothing in this Plan shall preclude the Employer from purchasing liability
insurance to protect the Administrator with respect to its duties under this Plan.



11.15            Information from
Employer.



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



11.16            Responsibilities of
Directors.



            Subject to the rights
reserved to the Board of Directors acting on behalf of the Employer as set forth in this Plan, no member of the
Board of Directors shall have any duties or responsibilities under this Plan, except to the extent he shall be acting in
the capacity of an Administrator or Trustee.



11.17            Liability and
Indemnification.



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



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






39
NEXT PAGE











ARTICLE XII


CLAIMS PROCEDURE



12.1            Notice of Denial.



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



            (a)            A specific reference to pertinent Plan provisions;



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



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



12.2            Right to
Reconsideration.



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



12.3            Review of Documents.



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



12.4            Decision by
Administrator.



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



12.5            Notice by
Administrator.



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






40
NEXT PAGE









ARTICLE XIII


AMENDMENTS, TERMINATION AND MERGER



13.1            Amendments.



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



            (a)            No amendment shall make it possible for any part
of the Fund to be used for, or diverted to, purposes other than for the exclusive benefit of Participants or their
Beneficiaries under the Trust Agreement, except to the extent provided in Section 4.4;



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



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



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



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



13.2            Effect of Change In
Control



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



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



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



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



                        (2)            After a Participant's Retirement, Disability or other termination of Service,
such Participant's Account, regardless of its value, shall not be distributed and shall share in the allocation of the
Employee Stock Ownership Contribution and Investment Adjustments until such time as either (A) the Fund is
liquidated in connection with the termination of the Plan, or (B) the Participant (or his Beneficiary) receives a full
distribution of his Account either upon his election in accordance with Section 9.2(c) or as required in accordance
with Section 8.8, 9.3 or 9.4.






41
NEXT PAGE










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



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



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



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



            (d)            For purposes of this Section 13.2, the term "change
in control" means the occurrence of any one or more of the events specified in the following clauses (i) through (iv):
(i) any "person," as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than the Company, any Consolidated Subsidiaries (as hereinafter defined),
any person (as hereinabove defined) acting on behalf of the Company as underwriter pursuant to an offering who is
temporarily holding securities in connection with such offering, any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 25% or more of the combined voting power of the Company's then
outstanding securities; (ii) individuals who are members of the Board on the Commencement Date (the "Incumbent
Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director
subsequent to the Commencement Date whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board or whose nomination for election by the Company's stockholders was
approved by the nominating committee serving under an Incumbent Board or who was appointed as a result of a
change at the direction of the OTS or the FDIC, shall be considered a member of the Incumbent Board; (iii) the
stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other
than (1) a merger or consolidation which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the
Company or such surviving entity outstanding immediately after such merger or consolidation or (2) a merger or
consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person
(as hereinabove defined) acquires more than 25% of the combined voting power of the Company's then outstanding
securities; or (iv) the stockholders of the Company approve a plan of complete liquidation of the Company or an
agreement for the sale or disposition by the Company of all or substantially all of the Company's assets (or any
transaction having a similar effect); provided that the term "Change in Control" shall not include an acquisition of
securities by an employee benefit plan of the Company or a Related Employer or a change in the composition of the
Board at the direction of the OTS or the FDIC. 






42
NEXT PAGE










13.3            Consolidation or
Merger of Trust.



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



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



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



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



13.4            Bankruptcy or
Insolvency of Employer.



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



13.5            Voluntary
Termination.



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






43
NEXT PAGE













13.6            Partial Termination of
Plan or Permanent Discontinuance of Contributions.



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






44
NEXT PAGE










ARTICLE XIV


MISCELLANEOUS



14.1            No Diversion of
Funds.



            It is the intention of the
Employer that it shall be impossible for any part of the corpus or income of the Fund to be used for, or diverted to,
purposes other than for the exclusive benefit of the Participants or their Beneficiaries, except to the extent that a
return of the Employer's contribution is permitted under Section 4.4.



14.2            Liability Limited.



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



14.3            Facility of Payment.



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



14.4            Spendthrift Clause.



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



14.5            Benefits Limited to
Fund.



            All contributions by the
Employer to the Fund shall be voluntary, and the Employer shall be under no legal liability to make any such
contributions, except as otherwise provided herein.  The benefits of this Plan shall be provided solely by the assets
of the Fund.



14.6            Cooperation of Parties.



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






45
NEXT PAGE










14.7            Payments Due Missing
Persons.



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



14.8            Governing Law.



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



14.9            Nonguarantee of
Employment.



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



14.10            Counsel.



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



            IN WITNESS WHEREOF,
the Sponsor has caused these presents to be executed by its duly authorized officers and its corporate seal to be
affixed on this 19th day of April, 2005.



                                                                         


	ATTEST:

		HERITAGE FINANCIAL GROUP


			
	/s/ Tammy W. Burdette


Tammy W. Burdette


Executive Vice President
and Chief Financial Officer		By: /s/ O. Leonard Dorminey

        O. Leonard Dorminey


        President and Chief Executive Officer 





[Corporate Seal]






46
NEXT PAGE










TRUST AGREEMENT



FOR THE



HERITAGE FINANCIAL GROUP



EMPLOYEE STOCK OWNERSHIP PLAN



















NEXT PAGE










TABLE
OF CONTENTS


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








NEXT PAGE








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








NEXT PAGE








TRUST
AGREEMENT



FOR THE



HERITAGE FINANCIAL GROUP


EMPLOYEE STOCK OWNERSHIP PLAN




            THIS
AGREEMENT, made this ______ day of                                , 2005, by and between HERITAGE
FINANCIAL GROUP (hereinafter referred to as the "Sponsor"), and First Bankers Trust Company
of Quincy, Illinois (hereinafter referred to as the "Trustee").



W I T N E S S E T H:



            WHEREAS,
the Sponsor has adopted the HERITAGE FINANCIAL GROUP EMPLOYEE STOCK
OWNERSHIP PLAN (the "Plan") effective as of January 1, 2005, in order to provide a retirement
fund with employee stock ownership features for the employees of the Sponsor and its wholly owned
subsidiary, HeritageBank of the South (hereinafter sometimes collectively and individually, as the
case may be, referred to as the "Employer"), which fund will help in the future security of their
employees who are eligible to participate in the Plan; and



            WHEREAS,
the Sponsor and the Trustee desire to adopt this Trust Agreement ("Agreement") for the Plan and to
provide for the accumulation of assets under the Plan in the form of a trust ("Trust"), which shall
sometimes be referred to as the Heritage Financial Group Employee Stock Ownership Trust; and



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



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







NEXT PAGE










ARTICLE I


DEFINITIONS AND CONSTRUCTION



1.1            Definitions.



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



1.2            Plurals
and Gender.



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



1.3            Headings
and Subheadings



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






2
NEXT PAGE













ARTICLE II


CONTRIBUTIONS



2.1            Contributions by the Employer.



            The
Employer shall contribute and pay over to the Trustee, annually or more often, as the Employer shall
decide, such amounts as shall be determined under the Plan.  Notwithstanding the foregoing,
however, the Employer shall contribute sufficient amounts to make the principal and interest
payments on any Exempt Loan as they become due.   Contributions may be made by the Employer
to the Trustee in the form of cash, Employer Securities or any other property permissible under the
Code and ERISA and acceptable to the Trustee, provided such contribution does not constitute a
prohibited transaction under the Code or ERISA. 



2.2            Discontinuance of Contributions.



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






3
NEXT PAGE










ARTICLE III


DUTIES OF THE EMPLOYER AND THE ADMINISTRATOR



3.1            Information and Data to be Furnished the Trustee.



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



3.2            Limitation of Duties.



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



3.3            Limitation of Liability.



            Except as
otherwise provided by law or Section 5.10 hereof, neither the Employer, nor any of its officers,
directors, employees, or partners (as the case may be), nor the Administrator, shall in any way be
liable or responsible to any Participant, Beneficiary, or any other person, firm or corporation
whatsoever for any acts of omission or commission in connection with his or its duties, as specified
in Articles II and III hereof, unless such act of omission or commission is due to his or its own
individual, willful and intentional nonfeasance, malfeasance or misfeasance.






4
NEXT PAGE











ARTICLE IV


ESTABLISHMENT OF TRUST FUND AND ACCOUNTS



4.1            Establishment of Trust Fund.



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



4.2            Establishment of Accounts.



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



4.3            Receipt
of Contributions.



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



4.4            Disbursements from Trust Fund.



            The Trustee
shall make payment from the Fund to such persons (who may include the Administrator) in such
manner, at such times, and in such amounts as the Administrator may from time to time direct in
writing.  Each such direction shall be in the form of a certificate setting forth the names and
addresses of, and the amount payable to, the persons named therein and verifying that such persons
are entitled to receive benefits under the Plan in the amounts and at the times stated in such
certificate.  All such payments shall be made by the Trustee, as directed by the Administrator,  in
kind or, if in cash, by checks mailed postage prepaid to the persons or companies named in such
certificate at their addresses therein set forth.






5
NEXT PAGE









4.5            Charges
Against Accounts.



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



4.6            Disputes
as to Payments.



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



4.7            Valuation
of the Trust Fund.



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



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



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






6
NEXT PAGE










ARTICLE V


DUTIES AND POWERS OF THE TRUSTEE



5.1            Accounting, Records and Certificates.



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



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



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






7
NEXT PAGE











5.2            Agents.



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



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



5.3            Administrator's Power to Appoint Investment Manager.



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



5.4            General
Powers of the Trustee.



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



5.5            Investment of Fund Assets.



            The Trustee
shall invest and reinvest the Fund assets primarily in Employer Securities in accordance with the
directions of the Administrator or an Investment Manager.  If any distribution of an investment may
be paid at the election of the shareholder in additional shares or in cash, the Trustee may elect
pursuant to the Administrator's discretion, to receive it in additional shares.  The Trustee is also
directed to sell or redeem shares as required to implement the instructions of the Administrator or
an Investment Manager or to pay the Trustee's fees and expenses.






8
NEXT PAGE










5.6            Additional Powers of the Trustee.



            In extension
and not in limitation of the powers given it by law or by other provisions of this Agreement, the
Trustee, in complying with the directions of the Administrator or an Investment Manager, shall have
the following powers with respect to the Fund, to be exercised solely at the direction of the
Administrator or an Investment Manager, if applicable.



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



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



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






9
NEXT PAGE









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



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



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



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



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



5.7            Power
to Invest in Employer Securities and Real Property.



            (a)            The Trustee shall
acquire or hold, in accordance with the directions of the Administrator or an Investment Manager,
any security issued by the Employer or an affiliate of the Employer which is a "qualifying employer
security" or any real property (and related personal property) which is leased to the Employer or an
affiliate of the Employer which is a "qualifying employer real property," as such terms are defined
in the Act and the Code.  The Trustee may invest up to one hundred percent (100%) of the Fund in
qualifying employer securities in accordance with the direction of the Administrator or an Investment
Manager.



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



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






10
NEXT PAGE









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



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



5.8            Liability
of the Trustee



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



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



5.9            Fees and
Expenses.



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



5.10            Indemnification of Trustee.



            The
Employer shall indemnify and hold harmless the Trustee and its respective officers, directors,
employees and agents from and against any and all damages (including without limitation amounts
paid in settlement), fines, losses, costs, liabilities, interest and reasonable attorneys' fees that result
from or relate to any Claims (as defined below) that relate to or arise out of Trustee's being or having
been Trustee of the Plan (hereinafter collectively referred to as the "Trustee Liabilities")





11
NEXT PAGE








(whether or not it is Trustee at the time any such Trustee Liabilities are asserted or incurred); unless such act
of commission or omission is due to wilful and intentional nonfeasance, malfeasance or misfeasance.
For purposes of this Section, "Claims" shall mean any actions, causes of action, claims, demands,
suits, proceedings, disputes, citations, summons, subpoenas, inquiries or investigations of any nature
whatsoever, whether or not in law, in equity or in any civil, criminal or regulatory proceeding.



5.11            Freedom from Liability as to Validity of Agreement.



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







12
NEXT PAGE










ARTICLE VI


RESIGNATION OR REMOVAL OF THE TRUSTEE



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






13
NEXT PAGE










ARTICLE VII


CONTINUANCE AND TERMINATION OF THIS AGREEMENT



7.1            Term of
this Agreement.



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



7.2            Effect
of Termination.



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



7.3            Irrevocability of Contributions.



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






14
NEXT PAGE










ARTICLE VIII


AMENDMENTS



8.1            Amendments Suggested by the Treasury Department.



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



8.2            Other
Amendments.



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






15
NEXT PAGE









ARTICLE
IX


MISCELLANEOUS



9.1            Reliance.



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



9.2            Persons
Dealing with the Trustee.



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



9.3            Advice
of Administrator, Counsel, Etc.



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



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






16
NEXT PAGE










9.4            Notices.



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



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



9.5            Judicial
Accounting.



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



9.6            No Bond
or Security Required.



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



9.7            Governing Law.



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






17
NEXT PAGE









9.8            Invalidity.



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



9.9            Copies.



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



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



			"Sponsor"
	ATTEST:

		HERITAGE FINANCIAL GROUP



 


	  /s/ Tammy W. Burdette      


Tammy W. Burdette

Executive Vice President

and Chief Financial Officer	 	By	   /s/ O. Leonard Dorminey      

O. Leonard Dorminey

President and Chief Executive Officer 






	State of Georgia

   



COUNTY OF CANYON	)


)  to wit:


)





            I HEREBY
CERTIFY that on this 19th day of April, 2005, before me, the subscriber, a Notary Public
of the State of Georgia, aforesaid, personally appeared O. Leonard Dorminey, President and Chief
Executive Officer of HERITAGE FINANCIAL GROUP and duly acknowledged the foregoing Trust
Agreement to be the act and deed of said corporation.



		_______________________________


Notary Public



My Commission Expires:


______________________






18
NEXT PAGE








				"Trustee"

First Bankers Trust Services, Inc.
	ATTEST:


			


	   /s/ Deborah J. Staff        		By:	/s/ Linda Shultz          


Its     Trustee         







	State of ____________



COUNTY OF ________________	)


)  to wit:


)





            I HEREBY
CERTIFY that on this 19th day of April, 2005, before me, the subscriber, a Notary
Public of the State of __________, in and for ______ County, aforesaid, personally appeared
Linda Shultz, Trustee, of First Bankers Trust Services, Inc., and duly
acknowledged the foregoing Trust Agreement to be the act and deed of said banking institution.





		    /s/ Shirley Hayden          


Notary Public



My Commission Expires:


______________________







19
NEXT PAGE