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                                                                    EXHIBIT 10.2

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                           Carver Federal Savings Bank
                             Retirement Income Plan

             As Amended And Restated Effective As Of January 1, 1997

                 And As Further Amended Through January 1, 2001

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                                                               Table of Contents
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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

TABLE OF CONTENTS..............................................................i

CARVER FEDERAL SAVINGS BANK RETIREMENT INCOME PLAN FOREWORD....................1

SECTION I  Definitions.........................................................2
     1.1      Definitions......................................................2

SECTION II PARTICIPATION......................................................13
     2.1      Date of Participation...........................................13
     2.2      Ineligible Employees............................................13
     2.3      Reemployment After a Termination of Employment
              Accompanied by a Break-in-Service...............................13
     2.3      Repayment of Prior Distribution Upon Reemployment...............14

SECTION III NORMAL RETIREMENT INCOME..........................................15
     3.1      Accrued Benefit.................................................15
     3.2      Eligibility and Commencement - Normal Retirement Income.........16
     3.3      Amount of Normal Retirement Income..............................16

SECTION IV - LATE AND EARLY RETIREMENT INCOME.................................17
     4.1      Eligibility and Commencement - Late Retirement Date.............17
     4.2      Amount of Late Retirement Income................................17
     4.3      Eligibility and Commencement - Early Retirement Date............19
     4.4      Amount of Early Retirement Income...............................19

SECTION V TERMINATION OF EMPLOYMENT AND VESTED RETIREMENT INCOME..............20
     5.1      Eligibility and Commencement - Vested Retirement Date...........20
     5.2      Amount of Vested Retirement Income..............................20

SECTION VI MAXIMUM RETIREMENT INCOME..........................................21
     6.1      Maximum Retirement Income.......................................21
     6.2      Top-Heavy Provisions............................................28

SECTION VII NORMAL FORM OF PAYMENT............................................35
     7.1      Normal Form of Payment - Joint and Survivor.....................35
     7.2      Normal Form of Payment - Life-No Death Benefit..................35
     7.3      Optional Forms of Payment.......................................35
     7.4      Notice to Participants..........................................35
     7.5      Election of Option..............................................36
     7.6      Qualified Election..............................................36
     7.7      Payment of Retirement Income to Participant.....................37


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     7.8      Limits of Payment Options.......................................38
     7.9      Minimum Amounts to be Paid......................................39

SECTION VIII OPTIONAL FORMS OF PAYMENT........................................40
     8.1      Contingent Pensioner Option.....................................40
     8.2      Years Certain and Life Option...................................40
     8.3      Social Security Option..........................................41
     8.4      Direct Rollover of Eligible Rollover Distributions..............42

SECTION IX PRERETIREMENT SPOUSE BENEFIT.......................................43
     9.1      Eligibility for Preretirement Spouse Benefit....................43
     9.2      Amount of Preretirement Spouse Benefit..........................43
     9.3      Payments of Preretirement Spouse Benefit........................45

SECTION X DEATH BENEFITS......................................................47
     10.1     Death Before Retirement Date....................................47
     10.2     Death on or After Retirement Date...............................47

SECTION XI FUNDING OF BENEFITS................................................48
     11.1     Contributions to the Fund.......................................48
     11.2     Fund for Exclusive Benefit of Participants......................48
     11.3     Disposition of Credits and Forfeitures..........................48

SECTION XII FIDUCIARY RESPONSIBILITY PROVISIONS...............................49
     12.1     Fiduciary Responsibility Provisions.............................49

SECTION XIII PLAN ADMINISTRATOR...............................................50
     13.1     Appointment and Acceptance......................................50
     13.2     Duties and Authority............................................50
     13.3     Expenses of the Plan and Assistance to Plan Administrator.......50
     13.4     Participants and Other Payees - Data............................51
     13.5     Resignation and Removal of Plan Administrator...................51
     13.6     Appointment of Successor Plan Administrator.....................51
     13.7     Plan Administration - Miscellaneous.............................51

SECTION XIV AMENDMENT AND TERMINATION OF PLAN.................................55
     14.1     Amendment - General.............................................55
     14.2     Amendment - Merger or Consolidation of Plan.....................55
     14.3     Partial Termination of Plan.....................................55
     14.4     Termination of Plan.............................................56

SECTION XV RESTRICTION OF BENEFITS UPON EARLY TERMINATION OF THE PLAN.........58
     15.1     Restriction of Benefits Upon Early Termination of the Plan......58


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187                                ii                CARVER FEDERAL SAVINGS BANK

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                                                                        Foreword
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                           CARVER FEDERAL SAVINGS BANK
                             RETIREMENT INCOME PLAN
                                    FOREWORD

Effective November 1, 1953, the Employer (or its predecessor) established the
Prior Plan ("Prior Plan") for the benefit of its eligible employees. Effective
January 1, 1976, the Prior Plan was amended and restated in its entirety and
became known as Carver Federal Savings Bank Retirement Income Plan.

The Prior Plan was amended from time to time to comply with legislative
requirements and to reflect changing Plan provisions.

Effective January 1, 1989, the Prior Plan was further amended and restated in
its entirety to incorporate the changes required by the Tax Reform Act of 1986
and subsequent legislation and regulations, and also incorporated certain
amendments to the Prior Plan as in effect on December 31, 1988.

Effective as of January 1, 1997, the Employer amended and restated the Prior
Plan. The Plan, as restated (hereinafter referred to as the "Plan"), complies
with all applicable legislation and regulations thereunder issued to date
addressing tax-qualified plans, including pension provisions under the Uniformed
Services Employment and Reemployment Rights Act of 1994, the Retirement
Protection Act of 1994, the Small Business Job Protection Act of 1996, the
Taxpayer Relief Act of 1997, the Restructuring and Reform Act of 1998 and the
Community Renewal Tax Relief Act of 2000. Subject to any amendments that may
subsequently be adopted by the Employer pursuant to Section 14.1, the provisions
set forth in this Plan shall apply to any Employee who is in the employment of
the Employer on or after January 1, 1997. Except to the extent specifically
required to the contrary under the terms of this Plan, for terminations of
employment prior to January 1, 1997, the rights and benefits of a former
participant shall be determined in accordance with the provisions of the Prior
Plan as in effect on the date of the former participant's termination of
employment. The Prior Plan is amended and restated in its entirety. The Plan
shall contain the terms and conditions set forth herein.

Pursuant to resolutions adopted by the Employer, the Plan shall be frozen
effective December 31, 2000 (the "Plan Freeze Date"). Effective as of the Plan
Freeze Date, (A) no Employee may commence or recommence participation in the
Plan, (B) Final Earnings shall not include any Earnings received by a
Participant on or after the Plan Freeze Date (December 31, 2000), and (C)
Credited Service and the accrual of all Participants' benefits shall cease.

The Employer has herein restated the Plan with the intention that (A) the Plan
shall at all times be qualified under Section 401(a) of the Code, (B) the
corresponding trust agreement shall be tax-exempt under Section 50l(a) of the
Code, and (C) Employer contributions under the Plan shall be tax deductible
under Section 404 of the Code. The terms of the Plan shall be construed in
accordance with such intention.


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                                                                       Section I
                                                                     Definitions
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                                    SECTION I
                                   Definitions

1.1   Definitions

      (A)   Accrued Benefit - A Participant's benefit attributable to Employer
            contributions determined as of a date specified by the Employer by
            applying the benefit formula set forth in Section 3.1 and expressed
            in the form of an annual benefit commencing at Normal Retirement
            Date.

      (B)   Adjustment Factor - The appropriate adjustment factor(s), as shown
            in Table A attached to this Plan, which may be applicable to a
            Participant's retirement income in accordance with the further terms
            of the Plan. In no event will a Participant's Accrued Benefit as of
            the date of change of factors contained in said table be reduced by
            such change.

      (C)   Affiliated Employer - A member of an affiliated service group (as
            defined under Section 4l4(m) of the Code), a controlled group of
            corporations (as defined under Section 4l4(b) of the Code), a group
            of trades or businesses under common control (as defined under
            Section 4l4(c) of the Code) of which the Employer is a member, any
            leasing organization (as defined under Section 414(n) of the Code)
            providing the services of Leased Employees to the Employer, or any
            other group provided for under any and all Income Tax Regulations
            promulgated by the Secretary of the Treasury under Section 414(o) of
            the Code.

      (D)   Affiliated Service - Employment with an employer during the period
            that such employer is an Affiliated Employer.

      (E)   Beneficiary - Any person who is receiving or eligible to receive a
            benefit under the Plan upon the death of a Participant. In the case
            of a married Participant, the Spouse (as defined under Section
            1.1(KK) or 9.1(A)) shall be the designated Beneficiary unless the
            Participant elects otherwise pursuant to Section 7.5.

      (F)   Code - The Internal Revenue Code of 1986, as it may be amended from
            time to time, and any regulations, rulings or notices issued
            pursuant thereto.

      (G)   Contingent Pensioner - A Beneficiary other than the Participant's
            Spouse, who is receiving or eligible to receive a benefit under the
            Plan in accordance with the terms of Section 8.1.

      (H)   Credited Service - That portion of a Participant's Service which is
            included for purposes of determining the amount of his Accrued
            Benefit. With respect to any employment period, a Participant's
            Credited Service shall (1) include all years and full



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                                                                       Section I
                                                                     Definitions
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            months of employment with the Employer corresponding with Service
            allowed but without regard to the number of Hours of Service and (2)
            exclude (a) a fractional month of Service, (b) periods of employment
            with an Affiliated Employer, and (c) periods of employment prior to
            January 1, 1988 for an Employee who (i) was in the employment of the
            Employer on January 1, 1988, (ii) was not enrolled as a Participant
            under the provisions of the Plan as in effect on December 31, 1987
            solely because he had attained age sixty (60) at the time of his
            employment with the Employer, and (iii) became a Participant in the
            Plan on January 1, 1988.

            Notwithstanding any provision of the plan to the contrary, effective
            December 12, 1994, calculation of service with respect to qualified
            military service will be provided in accordance with Section 414(u)
            of the Code.

            A Participant's Credited Service shall not include Credited Service
            which is not restored under Section 2.3.

            In addition, notwithstanding any provision to the contrary contained
            in this Plan, a Participant shall not accrue Credited Service for
            any year or fraction thereof completed after the Plan Freeze Date.

      (I)   Early Retirement Date - The date described in Section 4.3.

      (J)   Earnings - The remuneration received from the Employer by or on
            behalf of the Participant, including all compensation shown on any
            and all federal source reporting forms completed by the Employer for
            the Plan Year for federal income tax purposes (including W-2 Forms)
            and including any contributions through a salary reduction
            arrangement to a cash or deferred plan under Section 401(k) of the
            Code and contributions which are not includable in the gross income
            of an Employee under a "cafeteria plan" described in Section 125 of
            the Code, or, effective January 1, 1998, elective amounts that are
            not includable in the gross income of an Employee by reason of
            Section 132(f)(4) of the Code, but excluding any other deferred
            compensation arrangements. Earnings shall include statutory
            disability payments to a Participant and supplemental disability
            income provided by the Employer if the inclusion of such income
            shall result in a greater benefit to the Participant. A
            determination whether to include such income as Earnings shall be
            applied on a uniform, nondiscriminatory basis.

            The amount of Earnings taken into account for a Plan Year consisting
            of twelve (12) months for Plan Years commencing on and after January
            1, 1997, shall not exceed one hundred sixty thousand dollars
            ($160,000) for the 1997, 1998 and 1999 Plan Years and one hundred
            and seventy thousand dollars ($170,000) for the 2000 and 2001 Plan
            Years, adjusted in multiples of ten thousand dollars ($10,000) for
            increases in the cost-of-living as prescribed by the Secretary of
            the Treasury under Section 401(a)(17)(B) of the Code. Any
            cost-of-living increases described in this paragraph shall be
            applicable solely with respect to the amount of Earnings taken into
            account under the Plan during


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                                                                       Section I
                                                                     Definitions
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            the twelve (12) month period or periods to which such increase
            applies. For purposes of this Section 1.1(J), if the Plan Year in
            which an Employee's Earnings are paid is less than twelve (12)
            calendar months, the amount of Earnings taken into account for such
            Plan Year shall be the applicable limit hereunder for such Plan Year
            multiplied by a fraction, the numerator of which is the number of
            months taken into account for such Plan Year and the denominator of
            which is twelve (12).

            In determining the dollar limitation hereunder, earnings received
            from any Affiliated Employer shall be recognized as Earnings.

            In no event shall an Employee who was a Participant under the Plan
            as in effect on December 31, 1993 and whose Accrued Benefit on or
            after January 1, 1994 is based on Earnings in excess of one hundred
            fifty thousand dollars ($150,000) during a Plan Year prior to
            January 1, 1994, receive an Accrued Benefit under the Plan which is
            less than the greater of: (i) the Participant's Accrued Benefit as
            determined pursuant to the provisions of the Plan for Plan Years on
            or after January 1, 1994, based on all of the Participant's Credited
            Service, or (ii) the sum of: (A) the Accrued Benefit that would have
            been payable assuming the Plan provisions immediately preceding
            January 1, 1994 had remained in effect until the Participant's
            Termination of Employment with the Participant having terminated
            service on December 31, 1993, and (B) the Participant's Accrued
            Benefit as determined pursuant to the provisions of the Plan for
            Plan Years on or after January 1, 1994, based on the Participant's
            Credited Service commencing on January 1, 1994.

      (K)   Effective Date - November 1, 1953.

      (L)   Employee - Any individual who is compensated for an Hour of Service
            with the Employer.

      (M)   Employer - Carver Federal Savings Bank.

      (N)   Entry Date - January 1 and July 1 of each Plan Year.

      (O)   ERISA - The Employee Retirement Income Security Act of 1974, as it
            may be amended from time to time, and any regulations, rulings or
            notices issued pursuant thereto.

      (P)   Final Earnings - The average of a Participant's Earnings received in
            any three (3) consecutive calendar years during the last ten (10)
            consecutive full calendar years before the earliest to occur of the
            Participant's Termination of Employment, retirement or death, which
            produces the highest such average. If a Participant has less than
            three (3) years of Service, Earnings are averaged over the
            Participant's total period of Service.


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                                                                       Section I
                                                                     Definitions
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            Final Earnings shall not include any Compensation received by a
            Participant after the Plan Freeze Date.

      (Q)   Fund - The fund or funds established by separate written agreement
            between the Employer and an insurance company and/or trustee or
            trustees for the purpose of accumulating contributions made in
            accordance with Section XI, Funding of Benefits, and paying the
            benefits described in certain other sections of this Plan.

      (R)   Highly Compensated Employee - An individual described in Section
            414(q) of the Code.

      (S)   Hours of Service -

            (1)   Each hour for which the Employee is either directly or
                  indirectly paid by the Employer, or entitled to payment,

                  (a)   for duties performed for the Employer during the Plan
                        Year (the "computation period"); and

                  (b)   for reasons other than the performance of duties
                        (irrespective of whether the employment relationship has
                        terminated) including paid sick leave, paid vacation
                        time, disability, layoff, jury duty, military duty or
                        leave of absence, etc. No more than 501 Hours of Service
                        will be credited under this paragraph to an Employee for
                        any single continuous period (whether or not such period
                        occurs in a single computation period). Hours under this
                        paragraph will be calculated and credited pursuant to
                        Department of Labor Regulations Section 2530.200b-2
                        which is incorporated herein by reference; and

            (2)   Any additional hours as normally would have been credited to
                  the Employee had he worked on a non overtime basis during the
                  following periods:

                  (a)   temporary layoff,

                  (b)   leave of absence of up to two (2) years, as authorized
                        by the Employer pursuant to the Employer's established
                        leave policy, and

                  (c)   military leave while the Employee's reemployment rights
                        are protected by law, provided that any such periods
                        qualify as Service in accordance with the terms of the
                        Service definition; and

                  Notwithstanding any provision of the plan to the contrary,
                  effective December 12, 1994, contributions, benefits and
                  calculation of service with respect to


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                                                                       Section I
                                                                     Definitions
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                  qualified military service will be provided in accordance with
                  Section 414(u) of the Code.

            (3)   Each other hour for which back pay is either awarded or agreed
                  to by the Employer, irrespective of mitigation of damages. The
                  same Hours of Service will not be credited both under
                  paragraph (1) or paragraph (2), as the case may be, and under
                  this paragraph (3). These Hours of Service will be credited to
                  the Employee for the computation period or periods to which
                  the award or agreement pertains rather than the computation
                  period in which the award, agreement or payment is made.

                  In no event will Hours of Service be allowed and computed in a
                  manner less liberal than the manner described in the
                  Department of Labor Regulations Section 2530.200b-2.

      (T)   Joint and Survivor - The form of payment described in Section 7.1.

      (U)   Late Retirement Date - The date described in Section 4.1.

      (V)   Leased Employee - Any individual (other than an Employee of the
            Employer or an Employee of an Affiliated Employer) who, pursuant to
            an agreement between the Employer or any Affiliated Employer and any
            other person ("leasing organization"), has performed services for
            the Employer or any Affiliated Employer on a substantially full-time
            basis for a period of at least one (1) year, and such services are
            performed under the primary direction of or control by the Employer
            or any Affiliated Employers. A determination as to whether a Leased
            Employee shall be treated as an Employee of the Employer or an
            Affiliated Employer shall be made as follows: a Leased Employee
            shall not be considered an Employee of the Employer if: (a) such
            employee is a participant in a money purchase pension plan providing
            (i) a nonintegrated Employer contribution rate of at least ten
            percent (10%) of compensation, as defined in Section 415(c)(3) of
            the Code, however, including amounts contributed pursuant to a
            compensation reduction agreement which are excludable from the
            employee's gross income under Section 125, Section 402(e)(3),
            Section 402(h)(1)(B) or Section 403(b) of the Code, and effective
            January 1, 1998, including elective amounts that are excludable from
            the gross income of an Employee by reason of Section 132(f)(4) of
            the Code; (ii) immediate plan participation; and (iii) full and
            immediate vesting; and (b) Leased Employees do not constitute more
            than twenty percent (20%) of the Employer's Non-Highly Compensated
            Employees.

      (W)   Normal Retirement Date -

            (1)   For purposes of determining a Participant's eligibility for
                  retirement income and vesting status, the day on which the
                  Participant attains age sixty-five (65); provided, however,
                  that with respect to an Employee whose Participation in the


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                                                                       Section I
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                  Plan commences on or after January 1, 1992, Normal Retirement
                  Date is the later of the day on which the Participant attains
                  age sixty-five (65) and the fifth (5th) anniversary of his
                  initial participation in the Plan.

            (2)   For all other purposes, a Participant's Normal Retirement Date
                  is the first day of the month coincident with or next
                  following the applicable day set forth in paragraph (1).

      (X)   Participant - Any Employee or former Employee covered under this
            Plan who has neither received nor has commenced receiving his
            retirement income under this Plan.

      (Y)   PBGC - Pension Benefit Guaranty Corporation.

      (Z)   Plan - Carver Federal Savings Bank Retirement Income Plan, as
            amended from time to time.

      (AA)  Plan Administrator - The individual or individuals selected by the
            Employer in accordance with Section 13.1.

      (BB)  Plan Year - The period of twelve (12) consecutive months commencing
            on January 1, 1976 and on each January 1 thereafter.

      (CC)  Prior Plan - The program established by the Employer for providing
            retirement income and other benefits for certain of its employees
            and their beneficiaries as in effect prior to the Restatement Date.

      (DD)  Prior Plan Accrued Benefit - With respect to each Prior Plan
            Participant, the annual amount of retirement income accrued by the
            Prior Plan Participant as of December 31, 1970 as determined in
            accordance with the terms of the Prior Plan as constituted on such
            date.

      (EE)  Prior Plan Participant - A Participant covered under the Plan on
            January 1, 1981 who, as of December 31, 1970 was a Participant under
            the Prior Plan.

      (FF)  Restatement Date - January 1, 1997.

      (GG)  Retirement Date - The date on which the payment of a Participant's
            retirement income is to commence, as determined in accordance with
            the further terms of the Plan.

      (HH)  Service - Employment with the Employer commencing on the Employee's
            earliest employment date and ending on the earliest of his
            Termination of Employment date accompanied by a break-in-service (as
            defined below), Retirement Date or date of death. Service is subject
            to the following rules for the purposes of determining an Employee's
            participation and vesting status:


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                                                                       Section I
                                                                     Definitions
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            (1)   With respect to any employment period prior to January 1,
                  1976, an Employee's Service will be determined in accordance
                  with the terms of the Prior Plan as of December 31, 1975,
                  provided that any such accrual involving a fractional year of
                  Service will be rounded up to the next full year.

            (2)   With respect to any employment periods on and after January 1,
                  1976, an Employee will be credited with one (1) year of
                  Service for each Plan Year during which he has at least 1,000
                  Hours of Service.

                  Solely for the purpose of determining an Employee's vesting
                  status, with respect to an Employee whose employment date
                  commences after January 1, 1976 and who does not have at least
                  1,000 Hours of Service during the Plan Year which includes his
                  employment date, such Employee will be credited with one (1)
                  year of Service if such Employee has at least 1,000 Hours of
                  Service during the twelve (12) month period commencing with
                  his employment date.

                  Solely for the purpose of determining an Employee's
                  participation status, with respect to an Employee whose
                  employment date commences after January 1, 1976, such Employee
                  will be credited with one (1) year of Service if such Employee
                  has at least 1,000 Hours of Service during the twelve (12)
                  month period commencing with his employment date.

                  If in any Plan Year an Employee has less than 1,000 Hours of
                  Service but more than 500 Hours of Service, no Service will be
                  credited for such Plan Year, but a "break-in-service" will not
                  be deemed to have occurred.

                  If in any Plan Year an Employee does not complete more than
                  500 Hours of Service, no Service will be credited for such
                  Plan Year and a "break-in-service" will be deemed to have
                  occurred, as of the beginning of such Plan Year.

                  Solely for the purpose of determining whether a one year
                  break-in-service has occurred in a Plan Year, an Employee who
                  is absent from work for maternity or paternity reasons shall
                  receive credit for up to 501 Hours of Service which would
                  otherwise have been credited to such Employee but for such
                  absence, or in any case in which such hours cannot be
                  determined eight (8) Hours of Service per day of such absence.
                  For purposes of this paragraph, an absence from work for
                  maternity or paternity reasons means an absence (a) by reason
                  of the pregnancy of the Employee, (b) by reason of the birth
                  of a child of the Employee, (c) by reason of the placement of
                  a child with the Employee in connection with the adoption of
                  such child by such Employee, or (d) for purposes of caring for
                  such child for a period beginning immediately following such
                  birth or placement. The Hours of Service credited under this
                  paragraph shall be credited (i) in the Plan Year in which the
                  absence begins if the crediting


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                                                                       Section I
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                  is necessary to prevent a break-in-service in that period, or
                  (ii) in all other cases, in the following Plan Year.

            (3)   Service prior to a break-in-service which occurs before
                  January 1, 1985 will be determined in accordance with the
                  terms of the Plan as of the date the break-in-service
                  occurred.

            (4)   If an Employee who has a break-in-service which occurs after
                  January 1, 1985 is later reemployed by the Employer, the
                  following special rule shall apply:

                  Service prior to his most recent break-in-service shall be
                  counted along with any Service earned on or after the
                  Employee's reemployment date if:

                  (a)   he was entitled to any vested retirement income
                        attributable Termination of Employment and Vested
                        Retirement

                  (b)   he was not entitled to any vested retirement income
                        break-in-service did not equal or exceed the greater of:

                        (i)   the Employee's aggregate number of years of pre
                              break service; or

                        (ii)  five (5) years.

                  If a reemployed Employee fails to meet any of the tests
                  described in (a) or (b) above, any Service earned prior to his
                  most recent break-in-service will be disregarded.

            (5)   Absence from employment shall be counted as Service if the
                  following circumstances apply:

                  (a)   temporary layoff,

                  (b)   leave of absence of up to two (2) years, as authorized
                        by the Employer pursuant to the Employer's established
                        leave policy,

                  (c)   military leave while the Employee's reemployment rights
                        are protected by law, provided that the Employee returns
                        to active employment with the Employer when recalled (if
                        temporary layoff), within two (2) years (if leave of
                        absence), or within ninety (90) days after he becomes
                        eligible for release from active duty (if military
                        leave). If the Employee does not return to active
                        employment with the Employer, his Service will be deemed
                        to have ceased on the date his absence commenced.


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                        Notwithstanding any provision of the plan to the
                        contrary, effective December 12, 1994, contributions,
                        benefits and calculation of service with respect to
                        qualified military service will be provided in
                        accordance with Section 414(u) of the Code.

                  The Employer's leave policy shall be applied in a uniform and
                  nondiscriminatory manner to all Employees under similar
                  circumstances.

            (6)   Employment with a predecessor company shall be counted as
                  Service to the extent required by ERISA.

            (7)   With respect to an Employee who, as of July 30, 1982, was in
                  the employ of Allied Federal Savings and Loan Association,
                  such Employee will be credited with Service for any employment
                  period prior to July 31, 1982 with Allied Federal Savings and
                  Loan Association. Such Service will be deemed as Service with
                  the Employer and the provisions of this Section 1.1(HH) will
                  apply to such Service as though such Employee's employment
                  with Allied Federal Savings and Loan Association had been
                  employment with the Employer.

            (8)   Service shall be credited to an Employee for periods of
                  employment with an Affiliated Employer. Employment with an
                  Affiliated Employer shall be credited pursuant to this
                  paragraph (8) while such employer is an Affiliated Employer.

            No Service performed on or after the Plan Freeze Date shall be
            counted for purposes of eligibility for Plan participation or for
            determining a Participant's Credited Service under the Plan.

      (II)  Social Security Amount - The estimated initial annual amount of the
            primary benefit that may become payable to a Participant, commencing
            at age sixty-five (65), under the provisions of Title II of the
            Federal Social Security Act as in effect on the date of any
            determination of a Participant's Accrued Benefit hereunder. Such
            amount shall be estimated by assuming the Earnings for any
            Participant who terminates employment prior to age sixty-five (65)
            will continue until age sixty-five (65) at the same rate as in
            effect on the date he terminated employment. Wages prior to a
            Participant's date of employment will be estimated by projecting the
            actual change in the average wage from year to year as determined by
            the Social Security Administration backwards to his date of
            employment. In lieu of this estimated salary history, the actual
            salary history, or the actual Social Security award, if available,
            will be utilized, provided the Participant provides such history or
            award within six (6) months of his Termination of Employment or
            retirement. Once determined, the Primary Social Security Benefit
            will not be changed after the earliest of the Participant's Normal
            Retirement Date, or his date of death, retirement, or Termination of
            Employment. Effective December 31, 2000, in the case of any
            Participant employed by the Employer on December 31, 2000, this
            Section


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                                                                       Section I
                                                                     Definitions
--------------------------------------------------------------------------------

            shall be applied as if the Plan Freeze Date (December 31, 2000) is
            such Participant's Termination of Employment date.

      (JJ)  Social Security Retirement Age - The age used as the retirement age
            for the Participant under Section 216(1) of the Social Security Act,
            except that such section shall be applied (1) without regard to the
            age increase factor and (2) as if the early retirement age under
            Section 216(1)(2) of such Act were sixty-two (62).

      (KK)  Spouse - The lawful wife of a male Participant or the lawful husband
            of a female Participant, on the earlier of the Participant's
            Retirement Date or his date of death; provided that a former spouse
            will be treated as the Spouse or surviving Spouse, and a current
            spouse will not be treated as the Spouse or surviving Spouse to the
            extent provided under a qualified domestic relations order as
            described in Section 414(p) of the Code.

      (LL)  Termination of Employment - A Participant's cessation of employment
            for reasons other than retirement or death.

      (MM)  Trustee - The trustee as set forth in a trust agreement agreed on by
            both the Employer and such trustee.

      (NN)  Vesting Percentage - The percentage applied to a Participant's
            Accrued Benefit in accordance with the further terms of the Plan, as
            determined below:

                      Service for Vesting Purposes         Percentage
                      ----------------------------         ----------

                      If he has 5 years:                          100%

                      If he has less than 5 years:                  0%

            Notwithstanding the foregoing, if a Participant's Service ceases on
            or after his Normal Retirement Date, his Vesting Percentage will be
            100%, and further provided that the Vesting Percentage of a Prior
            Plan Participant whose Service ceases on or after he attains age
            sixty (60) will be 100%.

      (OO)  Year of Eligibility Service - The earliest to occur of the following
            twelve (12) consecutive month periods during which an Employee has
            at least 1,000 Hours of Service:

            (a)   the twelve (12) consecutive month period beginning on the
                  Employee's employment date,

            (b)   the Plan Year which includes the last day of the twelve (12)
                  consecutive month period commencing with the Employee's
                  employment date,


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                                                                       Section I
                                                                     Definitions
--------------------------------------------------------------------------------

            (c)   any Plan Year beginning after the last day of the twelve (12)
                  consecutive month period commencing with the Employee's
                  employment date.

                  For purposes of determining Years of Eligibility Service,
                  employment with an Affiliated Employer shall be deemed to be
                  employment with the Employer.

      (PP)  Plan Freeze Date - December 31, 2000.



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                                                                      Section II
                                                                   Participation
--------------------------------------------------------------------------------

                                   SECTION II
                                  PARTICIPATION

2.1   Date of Participation

      Each Employee who was covered under the Plan on December 31, 1996 and who
      is in the employment of the Employer on the Restatement Date, will
      continue to be a Participant under this Plan on the Restatement Date.

      Each other Employee who has attained age eighteen (18) will become a
      Participant under this Plan on the Entry Date coincident with or next
      following the date on which the Employee has completed at least one (1)
      Year of Eligibility Service.

      Notwithstanding the above, no Employee shall be eligible to become a
      Participant in the Plan or, in the case of a reemployed Employee, to
      recommence participation in the Plan on or after the Plan Freeze Date.

2.2   Ineligible Employees

      The following classes of Employees is ineligible to participate in the
      Plan:

            All Leased Employees.

            Any Employee who is not a Plan Participant as of December 31, 2000.

2.3   Reemployment After a Termination of Employment Accompanied by a
      Break-in-Service

      Prior to the Plan Freeze Date, an Employee who satisfied the requirements
      of Section 2.1 and subsequently (A) incurs a Termination of Employment,
      (B) incurs a break-in-service (as defined in Section 1.1(HH)) and (C) is
      reemployed after such break-in-service, will become a Participant under
      this Plan on the first day on which he has an Hour of Service. Prior to
      the Plan Freeze Date, any reemployed Employee who was not a Participant in
      the Plan but who had completed one (1) Year of Eligibility Service prior
      to his break-in-service will become a Participant in the Plan on the later
      of the first day of the month coincident with or next following (A) the
      date on which he attains age eighteen (18) and (B) the date on which he
      completes an Hour of Service after his reemployment. Prior to the Plan
      Freeze Date, any other reemployed Employee will become a Participant on
      the first day of the month coincident with or next following the date on
      which he meets all the requirements of Section 2.1.

      Prior to the Plan Freeze Date, for the purposes of determining a covered
      Employee's postbreak Service, Service shall be counted from such first day
      of reemployment.


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                                                                      Section II
                                                                   Participation
--------------------------------------------------------------------------------

2.3   Repayment of Prior Distribution Upon Reemployment

      If a former Participant received his vested accrued retirement income at
      the time of his latest break-in-service in the form of a lump sum payment
      in accordance with the terms of Section 13.7(G) and is subsequently
      reemployed by the Employer, his previous Credited Service shall be
      disregarded when determining his retirement income upon his subsequent
      retirement or break-in-service.

      However, he may restore the Credited Service he lost when he received the
      lump sum payment by repaying the amount he received plus interest. The
      interest on such amount will be computed for the number of full calendar
      months from the date of payment to the date of repayment at the rate of
      120% of the Federal mid-term rate (as in effect under Section 1274 of the
      Code for the first month of the Plan Year). Such repayment must be made no
      later than the earlier of (A) the fifth anniversary of his reemployment
      date with the Employer, or (B) the last day of a period of five (5)
      consecutive one year breaks-in-service determined from the date the lump
      sum payment was paid such participant. Upon a Participant's subsequent
      retirement or break-in-service, that portion of his vested accrued
      retirement income attributable to Credited Service before his latest
      retirement or break-in-service shall not be less than his previous vested
      accrued retirement income modified, if applicable, to reflect any change
      in the form of payment of his retirement income.


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                                                                     Section III
                                                        Normal Retirement Income
--------------------------------------------------------------------------------

                                   SECTION III
                            NORMAL RETIREMENT INCOME

3.1   Accrued Benefit

      A Participant's Accrued Benefit shall be the greatest of (A), (B), (C), or
      D below:

      (A)   (1)   50% of Final Earnings reduced by 50% of the Social Security
                  Amount (provided, however, that the maximum offset hereunder
                  will, in no event, exceed the maximum allowable offset under
                  Internal Revenue Regulations Section 1.401(l)-(3)(b)(3));

            (2)   the amount described in (A)(1) shall be multiplied by (a) or
                  (b), below, whichever applies:

                  (a)   if the Participant's employment did not cease prior to
                        his Normal Retirement Date:, the ratio that the number
                        of his years of Credited Service up to a maximum of
                        fifteen (15), on his Retirement Date bears to fifteen
                        (15), or

                  (b)   if the Participant's employment ceased prior to his
                        Normal Retirement Date:

                        the ratio that the number of his years of Credited
                        Service bears to the greater of (i) fifteen (15), and
                        (ii) the number of years of Credited Service he would
                        have had on his Normal Retirement Date had his Service
                        not ceased; or

      (B)   $25 multiplied by each month for which the Participant is granted
            Credited Service; or

      (C)   the Participant's Prior Plan Accrued Benefit; or

      (D)   the Participant's Accrued Benefit determined as of December 31,
            1997.

      In no event will a reduction in Final Earnings cause the retirement income
      determined for a Participant on his Normal Retirement Date to be less than
      the highest amount of retirement income the Participant would have
      received in the same form of payment had his Service ceased at any time
      prior to his Normal Retirement Date when he was eligible to receive an
      immediate retirement income.

      Moreover, in no event will the total annual amount of retirement income to
      be provided for a reemployed Participant on account of all periods of
      employment be greater than the annual


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                                                                     Section III
                                                        Normal Retirement Income
--------------------------------------------------------------------------------

      amount of retirement income which would have been provided for him if his
      prior cessation of Service had not occurred.

3.2   Eligibility and Commencement - Normal Retirement Income

      Each Participant who retires from the employ of the Employer on his Normal
      Retirement Date will receive a normal retirement income commencing on such
      date.

3.3   Amount of Normal Retirement Income

      The annual amount of normal retirement income payable to such Participant
      will be equal to the amount described in paragraphs (A), (B), or (C)
      below, whichever applies:

      (A)   If the Participant has a Spouse as of his Retirement Date and does
            not elect pursuant to Section 7.5 to receive his normal retirement
            income on the basis of any other form of payment provided under this
            Plan:

            The Participant's annual normal retirement income shall be paid on
            the basis of the Joint and Survivor form and shall be determined by
            multiplying (1) and (2) below, where:

            (1)   equals the amount determined in Section 3.1, and

            (2)   equals the Adjustment Factor appropriate for the Joint and
                  Survivor form.

      (B)   If the Participant does not have a Spouse as of his Retirement Date
            or if the Participant has a Spouse and elects pursuant to Section
            7.5 to receive his normal retirement income under the Life-No Death
            Benefit form of payment as described in Section VII, Normal Form of
            Payments:

            The Participant's annual normal retirement income shall be the
            amount determined in Section 3.1.

      (C)   If, in lieu of the alternatives specified in paragraph (A) or (B)
            above, the Participant elects pursuant to Section 7.5 to receive his
            normal retirement income on the basis of one of the optional forms
            of payment described in Section VIII, Optional Forms of Payment:

            The Participant's annual normal retirement income shall be
            determined by adjusting the amount determined in Section 3.1 in the
            manner described in Section VIII, Optional Forms of Payment, for the
            optional form of payment elected by the Participant.


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                                                                      Section IV
                                                Late and Early Retirement Income
--------------------------------------------------------------------------------

                                  SECTION IV -
                        LATE AND EARLY RETIREMENT INCOME

4.1   Eligibility and Commencement - Late Retirement Date

      Subject to the provisions of Section 7.7, each Participant whose
      employment with the Employer continues after his Normal Retirement Date
      will receive a late retirement income commencing on the first day of the
      month coincident with or next following the date he retires.

4.2   Amount of Late Retirement Income

      Subject to the provisions of Section 7.9, the annual amount of late
      retirement income payable to such Participant will be determined based
      upon the number of years and months that his actual Late Retirement Date
      exceeds his Normal Retirement Date as set forth below:

      (A)   If the Participant's Late Retirement Date occurs in the same Plan
            Year as his or her Normal Retirement Date, the annual amount of late
            retirement income payable to such Participant will be equal to the
            greater of the amounts described in paragraphs (1) or (2) below:

            (1)   the annual amount described in the applicable paragraph of
                  Section 3.3, based on the terms of the Plan as constituted on
                  the date the Participant retired and Final Earnings and
                  Credited Service to the Participant's Normal Retirement Date,
                  but not later than December 31, 2000, adjusted by multiplying
                  such amount by the late retirement Adjustment Factor ("LRF"),
                  or

            (2)   the annual amount described in the applicable paragraph of
                  Section 3.3, based on the terms of the Plan as constituted on
                  the date the Participant retired and Final Earnings and
                  Credited Service to the date the Participant retired, but not
                  later than December 31, 2000.

      (B)   If the Participant's Late Retirement Date occurs in the Plan Year
            following his or her Normal Retirement Date, the annual amount of
            late retirement income payable to such Participant will be equal to
            the greatest of the amounts described in paragraphs (1), (2) or (3)
            below:

            (1)   the annual amount described in the applicable paragraph of
                  Section 3.3, based on the terms of the Plan as constituted on
                  the date the Participant retired and Final Earnings and
                  Credited Service to the Participant's Normal Retirement Date,
                  but not later than December 31, 2000, adjusted by multiplying
                  such amount by the LRF, or


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<PAGE>

                                                                      Section IV
                                                Late and Early Retirement Income
--------------------------------------------------------------------------------

            (2)   the annual amount described in the applicable paragraph of
                  Section 3.3, based on the terms of the Plan as constituted on
                  the date the Participant retired and Final Earnings and
                  Credited Service to the date the Participant retired, but not
                  later than December 31, 2000, or

            (3)   the annual amount described under (1) or (2) above, whichever
                  produces the greater amount, determined as of the last day of
                  the Plan Year coincident with or preceding the Late Retirement
                  Date (but not later than December 31, 2000) multiplied by the
                  ratio that the LRF bears to the late retirement Adjustment
                  Factor as of the last day of the Plan Year coincident with or
                  preceding the Late Retirement Date ("Prior LRF").

      (C)   If the Participant's Late Retirement Date occurs in the second Plan
            Year subsequent to his or her Normal Retirement Date, or at any time
            thereafter, the annual amount of late retirement income payable to
            such Participant will be equal to the greatest of the amounts
            described in paragraphs (1), (2) or (3) below:

            (1)   the annual amount described in the applicable paragraph of
                  Section 3.3, based on the terms of the Plan as constituted on
                  the date the Participant retired and Final Earnings and
                  Credited Service to the Participant's Normal Retirement Date,
                  but not later than December 31, 2000, adjusted by multiplying
                  such amount by the LRF, or

            (2)   the annual amount described in the applicable paragraph of
                  Section 3.3, based on the terms of the Plan as constituted on
                  the date the Participant retired and Final Earnings and
                  Credited Service to the date the Participant retired, but not
                  later than December 31, 2000, or

            (3)   the annual amount, determined as of the last day of the Plan
                  Year coincident with or preceding the Late Retirement Date
                  (but not later than December 31, 2000) multiplied by the ratio
                  that the LRF bears to the Prior LRF where the annual amount
                  for the purpose of this paragraph equals the greatest of:

                  (a)   (1) above, or

                  (b)   (2) above, or

                  (c)   the result of the prior year's last day of the Plan Year
                        (but not later than December 31, 2000) calculations
                        determining the greatest of all annual amounts.

      (D)   Notwithstanding the foregoing, the annual amount of late retirement
            income for a Participant whose Late Retirement Date occurs after the
            date he attains the age of seventy and one-half (70-1/2) shall not
            be less than the actuarial equivalent of the annual


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                                                                      Section IV
                                                Late and Early Retirement Income
--------------------------------------------------------------------------------


            late Retirement Benefit that would have been payable if benefit
            payments had begun on the date the Participant attained the age of
            seventy and one half (70-1/2).

4.3   Eligibility and Commencement - Early Retirement Date

      Each Participant who retires from the employ of the Employer after
      attaining age fifty-five (55) will be eligible to receive an early
      retirement income provided his Vesting Percentage is other than zero
      percent (0%). The early retirement income will be a deferred benefit
      commencing upon the Participant's Normal Retirement Date.

      However, a Participant who is eligible to receive an early retirement
      income may elect to have such benefit commence prior to his Normal
      Retirement Date. Payment of this retirement income will commence on the
      first day of any month between the date the election is made and the
      Participant's Normal Retirement Date, as specified by the Participant in
      his election.

4.4   Amount of Early Retirement Income

      (A)   The annual amount of early retirement income payable to such a
            Participant at his Normal Retirement Date will be equal to the
            amount described in the applicable paragraph of Section 3.3, based
            on (1) the terms of the Plan as constituted on the date the
            Participant retired and (2) Credited Service to the date the
            Participant retired, but not later than December 31, 2000.

      (B)   If payments commence prior to a Participant's Normal Retirement
            Date, the annual amount of early retirement income payable to such
            Participant will be equal to the amount described in paragraph (A)
            above, multiplied by the appropriate Adjustment Factor.


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<PAGE>

                                                                       Section V
                          Termination of Employment and Vested Retirement Income
--------------------------------------------------------------------------------

                                    SECTION V
             TERMINATION OF EMPLOYMENT AND VESTED RETIREMENT INCOME

5.1   Eligibility and Commencement - Vested Retirement Date

      Each Participant who incurs a Termination of Employment, and who will not
      receive early, normal or late retirement income in accordance with the
      preceding Sections, will be eligible to receive a vested retirement income
      commencing upon his Normal Retirement Date, provided his Vesting
      Percentage is other than zero percent (0%).

      Subject to the provisions of Section 4.3, a Participant may instead elect
      in writing to receive retirement income commencing on the first day of any
      month following the date the election is made and after he has attained
      age fifty-five (55), as specified by the Participant in his election.

5.2   Amount of Vested Retirement Income

      (A)   The annual amount of vested retirement income payable to such
            Participant at his Normal Retirement Date will be equal to the
            amount described in the applicable paragraph of Section 3.3, based
            on (1) the terms of the Plan as constituted on the date the
            Participant terminated employment and (2) Credited Service to the
            date the Participant terminated employment (but not later than
            December 31, 2000) multiplied by the Participant's Vesting
            Percentage.

      (B)   If payments commence prior to a Participant's Normal Retirement
            Date, the annual amount of vested retirement income payable to such
            Participant will be equal to the amount described in paragraph (A)
            above multiplied by the appropriate Early Commencement Adjustment
            Factor.

      (C)   Notwithstanding any other provisions of this Plan to the contrary,
            if the Participant's Termination of Employment occurred prior to
            January 1, 1976, he will receive his retirement income in the Normal
            Form of Payment described in Section 7.2 unless he has elected to
            receive his retirement income in (1) an optional form of payment
            described in Section VIII, Optional Forms of Payment, or (2) the
            Joint and Survivor form of payment.


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<PAGE>

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

                                   SECTION VI
                            MAXIMUM RETIREMENT INCOME

6.1   Maximum Retirement Income

      (A)   For purposes of this Section 6.1, the words and phrases below will
            have the following meanings:

            (1)   Annual Additions - The sum of the following amounts credited
                  to a Participant's account or accounts for the Limitation
                  Year:

                  (a)   Employer contributions,

                  (b)   Employee contributions,

                  (c)   forfeitures, and

                  (d)   (1) amounts allocated after March 31, 1984 to an
                        individual medical account, as defined in Section
                        415(l)(2) of the Code, that is part of a pension or
                        annuity plan maintained by the Employer and (2) amounts
                        derived from contributions, paid or accrued after
                        December 31, 1985, that are attributable to
                        post-retirement medical benefits allocated to the
                        separate account of a key employee, as defined in
                        Section 419A(d)(3) of the Code, under a welfare benefit
                        fund are treated as Annual Additions to a defined
                        contribution plan.

                  The Annual Additions for a Limitation Year commencing prior to
                  the Restatement Date shall be determined in accordance with
                  the provisions of the Prior Plan.

            (2)   Current Accrued Benefit - A Participant's annual Accrued
                  Benefit under the Plan, determined in accordance with Section
                  415(b)(2) of the Code, as if the Participant had separated
                  from service as of the close of the last Limitation Year
                  beginning before January 1, 1987. In determining the amount of
                  a Participant's Current Accrued Benefit, the following shall
                  be disregarded:

                  (a)   any change in the terms and conditions of the Plan after
                        May 5, 1986; and

                  (b)   any cost-of-living adjustment occurring after May 5,
                        1986.

            (3)   Defined benefit plan and defined contribution plan - The
                  meanings set forth in Section 4l5(k) of the Code.


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<PAGE>

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

            (4)   Defined Benefit Plan Fraction - For a Limitation Year, a
                  fraction, (a) the numerator of which is the aggregate
                  Projected Annual Benefit (determined as of the last day of the
                  Limitation Year) of the Participant under all defined benefit
                  plans (whether or not terminated) maintained by the Employer,
                  and (b) the denominator of which is the lesser of (i) the
                  product of l.25 (or such adjustment as required under Section
                  6.2(D)) and the dollar limitation in effect under Section
                  4l5(b)(l)(A) of the Code for such Limitation Year adjusted as
                  prescribed by the Secretary of the Treasury under Section
                  415(d) of the Code, or (ii) the product of l.4 and the amount
                  which may be taken into account with respect to such
                  Participant under Section 4l5(b)(l)(B) of the Code for such
                  Limitation Year. Notwithstanding the above, if the Participant
                  was a participant in one or more defined benefit plans of the
                  Employer in existence on May 6, l986, the dollar limitation
                  used to determine the denominator of this fraction will not be
                  less than one hundred twenty-five percent (125%) of the
                  Participant's Current Accrued Benefit.

            (5)   Defined Contribution Plan Fraction - For a Limitation Year, a
                  fraction, (a) the numerator of which is the sum of the
                  Participant's Annual Additions under all defined contribution
                  plans (whether or not terminated) maintained by the Employer
                  for the current year and all prior Limitation Years (including
                  annual additions attributable to the Participant's
                  nondeductible employee contributions to all defined benefit
                  plans (whether or not terminated) maintained by the Employer
                  and the Annual Additions attributable to the Participant's
                  welfare benefit funds as defined under Section 419(e) of the
                  Code or individual medical accounts as defined under Section
                  415(l)(2) of the Code, maintained by the Employer), and (b)
                  the denominator of which is the sum of the maximum aggregate
                  amounts for the current year and all prior Limitation Years
                  with the Employer (regardless of whether a defined
                  contribution plan was maintained by the Employer). "Maximum
                  aggregate amounts" shall mean the lesser of (i) the product of
                  1.25 (or such adjustment as required under Section 6.2(D)) and
                  the dollar limitation in effect under Section 415(c)(1)(A) of
                  the Code, adjusted as prescribed by the Secretary of the
                  Treasury under Section 415(d) of the Code or (ii) the product
                  of 1.4 and the amount that may be taken into account under
                  Section 415(c)(l)(B) of the Code; provided, however, the Plan
                  Administrator may elect, on a uniform and nondiscriminatory
                  basis, to apply the special transition rule of Section
                  415(e)(7) of the Code applicable to Limitation Years ending
                  before January l, l983 in determining the denominator of the
                  Defined Contribution Plan Fraction.

                  If the Employee was a Participant as of the first day of the
                  first Limitation Year beginning after December 31, 1986, in
                  one or more defined contribution plans maintained by the
                  Employer which were in existence on May 6, 1986, the numerator
                  of this fraction will be adjusted if the sum of this fraction
                  and the


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<PAGE>

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

                  defined benefit fraction would otherwise exceed 1.0 under the
                  terms of this Plan. Under the adjustment, an amount equal to
                  the product of (1) the excess of the sum of the fractions over
                  1.0 times (2) the denominator of this fraction, will be
                  permanently subtracted from the numerator of this fraction.
                  The adjustment is calculated using the fractions as they would
                  be computed as of the end of the last Limitation Year
                  beginning before January 1, 1987, and disregarding any changes
                  in the terms and conditions of the plans made after May 5,
                  1986, but using the Section 415 limitation applicable to the
                  first Limitation Year beginning on or after January 1, 1987.

            (6)   Highest Average Compensation - The average Section 415
                  Compensation of a Participant for the three (3) consecutive
                  calendar years during which he was a Participant in the Plan
                  that produces the highest such average. If an Employee was a
                  Participant for less than three (3) consecutive years, the
                  number of his consecutively completed calendar years during
                  which he was a Participant shall be used to compute such
                  average.

            (7)   Limitation Year - The Plan Year.

            (8)   Maximum Permissible Dollar Amount - $90,000. Such amount shall
                  be adjusted in accordance with the provisions of Section
                  6.1(C).

            (9)   Projected Annual Benefit - Under a defined benefit plan, the
                  annual retirement income to which a Participant would be
                  entitled under such plan if (a) he were to continue in
                  employment until his normal retirement age under such plan (or
                  until his current age, if later), (b) his Section 4l5
                  Compensation for the Limitation Year under consideration
                  remains the same until the date he attains such age, and (c)
                  all other relevant factors used to determine benefits under
                  the plan were to remain the same as in the current Limitation
                  Year for all future Limitation Years.

            (10)  Section 415 Compensation - A Participant's remuneration as
                  defined under Income Tax Regulations Sections 1.415-2(d)(2),
                  (3) and (6). For the purpose of determining Section 415
                  Compensation for any Limitation Year, amounts shall be
                  includable in the Limitation Year in which they are actually
                  paid or made available to the Participant. For purposes of
                  this Section, effective for Limitation Years commencing after
                  December 31, 1997, Section 415 Compensation shall include (A)
                  any elective deferral (as defined in Section 402(g)(3) of the
                  Code), and (B) any amount which is contributed or deferred by
                  the Employer at the election of the Employee and which is not
                  includable in the gross income of the Employee by reason of
                  Section 125 or 457 of the Code.

                  For purposes of this Section 6.1(A)(10), effective for
                  Limitation Years commencing on or after January 1, 1998, for
                  purposes of applying the


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<PAGE>

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

                  limitations described in this Section 6.1, amounts paid or
                  made available during such Limitation Years shall include
                  elective amounts that are not includable in the gross income
                  of an Employee by reason of Section 132(f)(4) of the Code.

            (B)   For purposes of applying the Section 415 limitations, the
                  Employer and all members of a controlled group of
                  corporations, as defined under Section 414(b) of the Code as
                  modified by Section 415(h) of the Code, all commonly
                  controlled trades or businesses, as defined under Section
                  414(c) of the Code, as modified by Section 415(h) of the Code,
                  all affiliated service groups, as defined under Section 414(m)
                  of the Code, of which the Employer is a member or was a member
                  for any period, provided a Participant was employed by such
                  member during the period of affiliation, as well as any
                  leasing organization, as defined under Section 414(n) of the
                  Code that employs any person who is considered an Employee
                  under Section 414(n) of the Code, and any other entity
                  required to be aggregated with the Employer in accordance with
                  regulations prescribed by the Secretary of the Treasury under
                  Section 4l4(o) of the Code, shall be treated as the Employer.

            (C)   The maximum amount of annual retirement income payable under
                  this Plan during any Limitation Year shall be subject to all
                  of the following limitations:

                  (1)   The annual retirement income payable as a Life-No Death
                        Benefit, or as a Joint and Survivor form of payment
                        shall be the lesser of (a) the Maximum Permissible
                        Dollar Amount or (b) one hundred percent (100%) of the
                        Participant's Highest Average Compensation.

                  (2)   A Participant's retirement income which does not exceed
                        a maximum of $10,000 for any Plan Year shall be deemed
                        not to exceed the foregoing limitations if the
                        Participant did not at any time participate in a defined
                        contribution plan, a welfare benefit plan as defined
                        under Section 419A(d)(2) of the Code or an individual
                        medical account as defined under Section 415(l)(2) of
                        the Code maintained by the Employer. The aforementioned
                        $10,000 maximum shall be subject to the provisions of
                        Section 6.1(C)(4).

                  (3)   A Participant's retirement income payable in any form of
                        payment other than a Life-No Death Benefit form of
                        payment or a Joint and Survivor form of payment will be
                        adjusted to the actuarial equivalent of the Life-No
                        Death Benefit form of payment before applying the
                        limitations of this Section 6.1(C). The actuarial
                        equivalent of a Life-No Death Benefit form of payment is
                        equal to the greater of the annuity benefit computed
                        using the interest rate and mortality table (or other
                        tabular factor) specified in the Plan for adjusting
                        benefits in the same form, and the annuity benefit
                        computed using a five percent (5%) interest rate
                        assumption, and effective for Limitation Years beginning
                        after December 31, 1994, the GATT Applicable Mortality
                        Table as set forth in Table A. In


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                        determining the actuarial equivalent of a Life-No Death
                        Benefit form of payment for any lump sum distribution or
                        retirement income form other than a nondecreasing
                        annuity payable for a period of not less than the life
                        of the Participant (or in the case of the Preretirement
                        Spouse Benefit, the life of the surviving Spouse) or
                        decreases during the life of the Participant merely
                        because of: (A) the death of the survivor annuitant (but
                        only if the reduction is not below fifty percent (50%)
                        of the annual retirement income payable before the death
                        of the survivor annuitant), or (B) the cessation or
                        reduction of Social Security supplements of qualified
                        disability payments as defined in Section 401(a)(11) of
                        the Code, the "GATT Applicable Interest Rate," as
                        defined in the Table A of the Plan, will be substituted
                        for a "five percent (5%) interest rate assumption" in
                        the preceding sentence.

            (4)   (a)   If a Participant has completed less than ten (10) years
                        of participation in the defined benefit plan of the
                        Employer, the Maximum Permissible Dollar Amount set
                        forth in Section 6.l(C)(1)(a) above will be reduced by
                        multiplying such limitation by a fraction, the numerator
                        of which is the number of years and fraction thereof of
                        such Participant's participation and the denominator of
                        which is ten (10).

                  (b)   If a Participant has completed less than ten (10) years
                        of employment with the Employer, the limitation set
                        forth in Section 6.1(C)(1)(b) and the $10,000 maximum
                        set forth in Section 6.1(C)(2) above will be reduced by
                        multiplying such amount by a fraction, the numerator of
                        which is the number of years and fraction thereof of
                        such Participant's employment and the denominator of
                        which is ten (10).

                  (c)   In no event will the reduction set forth in Section
                        6.1(C)(4)(a) or (b) reduce the limitations set forth in
                        Section 6.1(C)(1) or the maximum set forth in Section
                        6.1(C)(2) to an amount less than one-tenth (1/10th) of
                        such limitation or maximum, whichever is applicable,
                        determined without regard to this Section 6.1(C)(4).

                  (d)   To the extent provided in regulations prescribed by the
                        Secretary of the Treasury or his delegate, this Section
                        6.1(C)(4) will be applied separately with respect to
                        each change in the benefit structure of the Plan.

            (5)   (a)   The Maximum Permissible Dollar Amount, and in the case
                        of a Participant who has incurred a Termination of
                        Employment, the Participant's Highest Average
                        Compensation, will be adjusted for increases in the
                        cost-of-living in accordance with regulations prescribed
                        by the Secretary of the Treasury or his delegate in
                        accordance with


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                        Section 415(d) of the Code. Each annual adjustment shall
                        be limited to the scheduled annual increase, as
                        determined by the Secretary of the Treasury, and shall
                        be effective for the Limitation Year within which such
                        increase has become effective.

                  (b)   In the event that the annual retirement income otherwise
                        payable to a Participant who has retired or terminated
                        employment has been limited by the Maximum Permissible
                        Dollar Amount, such limited annual retirement income
                        shall be increased in accordance with any automatic
                        cost-of-living adjustments in such dollar amount made
                        pursuant to Section 6.1(C)(5)(a).

            (6)   A Participant's retirement income which commences after his
                  Social Security Retirement Age may exceed the Maximum
                  Permissible Dollar Amount provided the actuarial equivalent of
                  such annual retirement income commencing at his Social
                  Security Retirement Age satisfies such Maximum Permissible
                  Dollar Amount actuarially adjusted to the date of retirement.
                  The actuarial equivalent of the Maximum Permissible Dollar
                  Amount commencing after his Social Security Retirement Age,
                  shall be determined as the lesser of the equivalent annual
                  retirement income computed using the interest rate and
                  mortality table (or other tabular factor) specified in the
                  Plan for purposes of determining the actuarial equivalent for
                  a Late Retirement Income benefit and the equivalent annual
                  retirement income computed using a five percent (5%) interest
                  rate assumption, and effective for Limitation Years beginning
                  after December 31, 1994, the GATT Applicable Mortality Table
                  as set forth in Table A of the Plan.

            (7)   If a Participant's retirement income commences prior to his
                  Social Security Retirement Age, the Maximum Permissible Dollar
                  Amount will be determined as follows:

                  (a)   If a Participant's Social Security Retirement Age is
                        sixty-five (65), the Maximum Permissible Dollar Amount
                        of retirement income commencing on or after age
                        sixty-two (62) is determined by reducing the Maximum
                        Permissible Dollar Amount by five-ninths of one percent
                        (5/9ths of 1%) for each month by which such benefit
                        commences before the month in which the Participant
                        attains age sixty-five (65).

                  (b)   If a Participant's Social Security Retirement Age is
                        greater than sixty-five (65), the Maximum Permissible
                        Dollar Amount of retirement income commencing on or
                        after age sixty-two (62) is determined by reducing the
                        Maximum Permissible Dollar Amount by five-ninths of one
                        percent (5/9ths of 1%) for each of the first thirty-six
                        (36) months and five-twelfths of one percent (5/12ths of
                        1%) for each of the additional


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                        months (up to twenty-four (24) months) by which such
                        retirement income commences before the month in which
                        the Participant attains his Social Security Retirement
                        Age.

                  (c)   If a Participant's retirement income commences prior to
                        age sixty-two (62), the Maximum Permissible Dollar
                        Amount shall be equal to retirement income commencing at
                        age sixty-two (62) reduced in accordance with paragraph
                        (a) or (b) above, whichever is applicable, and further
                        reduced to the actuarial equivalent of such retirement
                        income determined as of the benefit commencement date.
                        In determining the actuarial equivalent of retirement
                        income commencing prior to age sixty-two (62), such
                        retirement income shall be determined as the lesser of
                        the equivalent annual retirement income computed using
                        the Plan rates for an Early Retirement Benefit as set
                        forth in Section 4.4 and Table A, and the equivalent
                        annual retirement income computed using a five percent
                        (5%) interest rate, and effective for Limitation Years
                        beginning after December 31, 1994, the GATT Applicable
                        Mortality Table as set forth in the Table A of the Plan.

            (8)   If any retirement benefits shall be payable to or on account
                  of any Participant in this Plan under any other defined
                  benefit plan(s) (whether or not terminated) maintained by the
                  Employer, the limitation applicable to such Participant for
                  the purposes of this Section 6.l shall be determined by
                  combining the retirement income payable under this Plan and
                  the retirement benefits of all other such defined benefit
                  plan(s). To the extent necessary, the retirement income under
                  this Plan shall be reduced to insure that such combined
                  benefits shall not exceed the limitation applicable to such
                  Participant. Notwithstanding the foregoing, in the case of a
                  Participant who was a participant in one or more defined
                  benefit plans of the Employer in existence on May 6, 1986, the
                  limitations of this Section 6.l shall not be less than the
                  participant's Current Accrued Benefits under all such defined
                  benefit plans as of the end of the last Limitation Year
                  beginning before January 1, 1987. The preceding sentence
                  applies only if the defined benefit plans individually and in
                  the aggregate satisfied the requirements of Section 415 of the
                  Code, as in effect at the end of the 1986 Limitation Year.

                  In the case of a Participant who was a participant in one or
                  more defined benefit plans of the Employer as of the first day
                  of the first Limitation Year beginning after December 31,
                  1994, the limit applicable to such Participant for purposes of
                  this Section 6.1 shall not cause the Maximum Permissible
                  Dollar Amount for such Participant under all such defined
                  benefit plans to be less than the Participant's Old Law
                  Benefit. The preceding sentence applies only if such defined
                  benefit plans met the requirements Code Section 415 on
                  December 7, 1994.


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                                                                      Section VI
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            (9)   Notwithstanding the limitations of Section 6.1(C), if a
                  Participant is also a participant in any defined contribution
                  plan of the Employer, the retirement income payable under this
                  Plan shall be reduced to the extent necessary as determined by
                  the Plan Administrator, so as not to exceed the overall
                  limitations on benefits and contributions of Section 415(e) of
                  the Code. For this purpose, the Plan Administrator will
                  compute the Participant's Defined Benefit Plan Fraction and
                  Defined Contribution Plan Fraction and will make any necessary
                  adjustments so that the sum of the fractions, for any
                  Limitation Year, will not exceed 1.0. If the Plan satisfied
                  the applicable requirements of Section 415 of the Code as in
                  effect for all Limitation Years beginning before January 1,
                  1987, an amount shall be subtracted from the numerator of the
                  Defined Contribution Plan Fraction (not exceeding such
                  numerator) as prescribed by the Secretary of the Treasury or
                  his delegate so that the sum of the Defined Benefit Plan
                  Fraction and Defined Contribution Plan Fraction computed under
                  Section 415(e)(1) of the Code does not exceed 1.0 for such
                  Limitation Year. This subsection (9) shall not apply with
                  respect to Plan Years beginning on or after January 1, 2000.

6.2   Top-Heavy Provisions

      The following provisions will become effective in any Plan Year in which
      the Plan is determined to be a Top-Heavy Plan and shall supersede any
      other conflicting provisions of the Plan.

      (A)   For purposes of this Section 6.2, the words and phrases below will
            have the following meanings:

            (1)   Determination Date - With respect to a Plan Year, the last day
                  of the preceding Plan Year. With respect to the first Plan
                  Year, the last day of the first Plan Year.

            (2)   Employer - For purposes of this Section 6.2, the Employer who
                  adopts this Plan and any Affiliated Employer. An entity other
                  than the Employer will be treated as an Employer only while it
                  is an Affiliated Employer.

            (3)   Five-Percent Owner - If the Employer is a corporation, any
                  Employee who owns (or is considered as owning within the
                  meaning of Section 3l8 of the Code) more than five percent
                  (5%) of the value of the outstanding stock, or stock
                  possessing more than five percent (5%) of the total combined
                  voting power of all the stock, of the Employer. If the
                  Employer is not a corporation, a Five-Percent Owner means any
                  Employee who owns more than five percent (5%) of the capital
                  or profits interest in the Employer.

            (4)   Key Employee - Any Employee or former Employee (or, where
                  applicable, such person's Beneficiary) in the Plan who, at any
                  time during the Plan Year


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                  containing the Determination Date or any of the preceding four
                  (4) Plan Years, is: (a) an Officer having Top-Heavy Earnings
                  from the Employer of greater than fifty percent (50%) of the
                  dollar limitation in effect under Section 415(b)(1)(A) of the
                  Code; (b) one of the ten (10) Employees having Top-Heavy
                  Earnings from the Employer of more than the dollar limitation
                  in effect under Section 415(c)(1)(A) of the Code and owning
                  (or considered as owning within the meaning of Section 318 of
                  the Code modified by Section 416(i)(1)(B)(iii) of the Code)
                  both more than a one-half of one percent (1/2 of 1%) interest
                  in value and the largest interests in the value of the
                  Employer; (c) a Five-Percent Owner of the Employer; or (d) a
                  One-Percent Owner of the Employer having Top-Heavy Earnings
                  from the Employer greater than $150,000. For purposes of
                  computing the Top-Heavy Earnings in Sections 6.2(A)(4)(a), (b)
                  and (d) above, the aggregation rules of Sections 414(b), (c),
                  (m), (n) and (o) of the Code shall apply.

            (5)   Non-Key Employee - Any Employee or former Employee (or, where
                  applicable, such person's Beneficiary) who is not a Key
                  Employee.

            (6)   Officer - An Employee who is an administrative executive in
                  the regular and continued service of his Employer; any
                  Employee who has the title but not the authority of an officer
                  shall not be considered an Officer for purposes of this
                  paragraph. Similarly, an Employee who does not have the title
                  of an officer but has the authority of an officer shall be
                  considered an Officer. For purposes of this paragraph, the
                  maximum number of Officers that must be taken into
                  consideration shall be determined as follows: (a) three (3),
                  if the number of Employees is less than thirty (30); (b) ten
                  percent (10%) of the number of Employees, if the number of
                  Employees is between thirty (30) and five hundred (500); or
                  (c) fifty (50), if the number of Employees is greater than
                  five hundred (500). In determining such limit, the term
                  "Employer" shall be determined in accordance with Sections
                  414(b), (c), (m), (n) and (o) of the Code and "Employee" shall
                  include Leased Employees and exclude employees described in
                  Section 414(q)(5) of the Code.

            (7)   One-Percent Owner - If the Employer is a corporation, any
                  Employee who owns (or is considered as owning within the
                  meaning of Section 318 of the Code modified by Section
                  416(i)(1)(B)(iii) of the Code) more than one percent (1%) of
                  the value of the outstanding stock, or stock possessing more
                  than one percent (1%) of the total combined voting power of
                  all the stock, of the Employer. If the Employer is not a
                  corporation, a One-Percent Owner means any Employee who owns
                  more than one percent (1%) of the capital or profits interest
                  in the Employer.


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                                                                      Section VI
                                                       Maximum Retirement Income
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            (8)   Permissive Aggregation Group - All the plans of the Employer
                  which are included in the Required Aggregation Group plus any
                  plans of the Employer which are not part of a Required
                  Aggregation Group, but which satisfy the requirements of
                  Sections 401(a)(4) and 410 of the Code when considered
                  together with the Required Aggregation Group. If two (2) or
                  more defined benefit plans are included in the aggregation
                  group, the same actuarial assumptions must be used with
                  respect to all such plans in determining the Present Value of
                  Accrued Benefits.

            (9)   Present Value of Accrued Benefits - The Present Value of
                  Accrued Benefits will be determined as of the Valuation Date
                  and will be based upon (a) the 1983 Group Annuity Mortality
                  Table (separate for males and females), and (b) a five percent
                  (5%) interest rate and the assumed benefit commencement date
                  shall be determined taking into account any nonproportional
                  subsidy. Solely for the purpose of determining if this Plan,
                  or any other plan included in a Required Aggregation Group of
                  which this Plan is a part, is a Top-Heavy Plan, the Present
                  Value of Accrued Benefits of a Non-Key Employee will be
                  determined under (a) the method, if any, that uniformly
                  applies for accrual purposes under all plans maintained by the
                  Affiliated Employers, or (b) if there is no single uniform
                  method used by all plans, as if such benefit accrued not more
                  rapidly than the slowest accrual rate permitted under the
                  fractional rule of Section 411(b)(1)(C) of the Code.

            (10)  Required Aggregation Group - All the plans of the employer
                  (whether or not terminated) in which a Key Employee
                  participates or participated at any time during the Plan Year
                  containing the Determination Date or any of the four (4)
                  preceding Plan Years and each other plan of the Employer
                  (whether or not terminated) which enables any plan in which a
                  Key Employee participates or participated to meet the
                  requirements of Section 401(a)(4) or 410 of the Code. If two
                  (2) or more defined benefit plans are included in the
                  aggregation group, the same actuarial assumptions must be used
                  with respect to all such plans in determining the Present
                  Value of Accrued Benefits.

            (11)  Super Top-Heavy Plan - This Plan will be a Super Top-Heavy
                  Plan for a given Plan Year in which:

                  (a)   the Top-Heavy Ratio for the Plan exceeds ninety percent
                        (90%) and the Plan is not part of any Required
                        Aggregation Group or Permissive Aggregation Group; or

                  (b)   the Plan is part of a Required Aggregation Group (but is
                        not part of a Permissive Aggregation Group) and the
                        Top-Heavy Ratio for the group of plans exceeds ninety
                        percent (90%); or


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                                                                      Section VI
                                                       Maximum Retirement Income
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                  (c)   the Plan is part of a Required Aggregation Group and
                        part of a Permissive Aggregation Group and the Top-Heavy
                        Ratio for the Permissive Aggregation Group exceeds
                        ninety percent (90%).

            (12)  Top-Heavy Earnings - For any year, an individual' s annual
                  compensation as defined under Section 414(q)(7) of the Code,
                  and commencing January 1, 1998, Section 414(q)(4) of the Code,
                  up to a maximum of one hundred sixty thousand dollars
                  ($160,000) for the 1997, 1998 and 1999 and one hundred seventy
                  thousand dollars ($170,000) for the 2000 and 2001 Plan Years,
                  adjusted in multiples of ten thousand dollars ($10,000) for
                  increases in the cost-of-living, as prescribed by the
                  Secretary of the Treasury under Section 401(a)(17)(B) of the
                  Code.

            (13)  Top-Heavy Plan - This Plan will be a Top-Heavy Plan for a
                  given Plan Year if:

                  (a)   the Top-Heavy Ratio for the Plan exceeds sixty percent
                        (60%) and the Plan is not part of any Required
                        Aggregation Group or Permissive Aggregation Group; or

                  (b)   the Plan is part of a Required Aggregation Group (but is
                        not part of a Permissive Aggregation Group) and the
                        Top-Heavy Ratio for the group of plans exceeds sixty
                        percent (60%); or

                  (c)   the Plan is part of a Required Aggregation Group and
                        part of a Permissive Aggregation Group and the Top-Heavy
                        Ratio for the Permissive Aggregation Group exceeds sixty
                        percent (60%).

            (14)  Top-Heavy Ratio -

                  (a)   If the Employer maintains one (1) or more qualified
                        defined benefit plans and the Employer has not
                        maintained any qualified defined contribution plans
                        which during the five (5) year period ending on the
                        Determination Date have or have had account balances,
                        the Top-Heavy Ratio for the Plan alone or for the
                        Required Aggregation Group or Permissive Aggregation
                        Group, as appropriate, is a fraction, the numerator of
                        which is the sum of the Present Value of Accrued
                        Benefits under the aggregated qualified defined benefit
                        plan or plans for all Key Employees as of the
                        Determination Date (including any part of any accrued
                        benefit distributed in the five (5) year period ending
                        on the Determination Date) and the denominator of which
                        is the sum of the Present Value of Accrued Benefits
                        under the aggregated qualified defined benefit plan or
                        plans for all participants as of the Determination Date
                        (including any part of any accrued benefit distributed
                        in the five (5) year period ending on the Determination
                        Date), determined in


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                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

                        accordance with Section 416 of the Code and the
                        regulations thereunder.

                  (b)   If the Employer maintains one (1) or more qualified
                        defined benefit plans and the Employer maintains or has
                        maintained one (1) or more qualified defined
                        contribution plans which during the five (5) year period
                        ending on the Determination Date have or have had any
                        account balances, the Top-Heavy Ratio for any Required
                        Aggregation Group or Permissive Aggregation Group, as
                        appropriate, is a fraction, the numerator of which is
                        the sum of the Present Value of Accrued Benefits under
                        the aggregated qualified defined benefit plan or plans
                        for all Key Employees, determined in accordance with
                        paragraph (a) above, and the sum of the account balances
                        under the aggregated qualified defined contribution plan
                        or plans for all Key Employees as of the Determination
                        Date, and the denominator of which is the sum of the
                        Present Value of Accrued Benefits under the aggregated
                        qualified defined benefit plan or plans for all
                        participants, determined in accordance with paragraph
                        (a) above, for all Participants and the sum of the
                        account balances under the aggregated qualified defined
                        contribution plan or plans for all Participants as of
                        the Determination Date, all determined in accordance
                        with Section 416 of the Code and the regulations
                        thereunder. The account balances under a qualified
                        defined contribution plan in both the numerator and
                        denominator of the Top-Heavy Ratio are adjusted for any
                        distribution of an account balance made in the five (5)
                        year period ending on the Determination Date.

                  (c)   For purposes of paragraphs (a) and (b) above, the value
                        of account balances and the Present Value of Accrued
                        Benefits will be determined as of the most recent
                        Valuation Date that falls within the twelve (12) month
                        period ending on the Determination Date, except as
                        provided in Section 416 of the Code and the regulations
                        thereunder for the first and second Plan Years of a
                        qualified defined benefit plan. The account balances and
                        Present Value of Accrued Benefits of a Participant (i)
                        who is a Non-Key Employee but who was a Key Employee in
                        a prior year, or (ii) who has not been credited with at
                        least an Hour of Service with any employer maintaining
                        the Plan at any time during the five (5) year period
                        ending on the Determination Date, will be disregarded.
                        The calculation of the Top-Heavy Ratio and the extent to
                        which distributions are taken into account will be made
                        in accordance with Section 416 of the Code and the
                        regulations thereunder. When aggregating plans, the
                        value of account balances and the Present Value of
                        Accrued Benefits


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                                                                      Section VI
                                                       Maximum Retirement Income
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                        will be calculated with reference to the Determination
                        Date that falls within the same calendar year.

            (15)  Valuation Date - For the purpose of computing the Top-Heavy
                  Ratio and Super Top-Heavy Ratio, the last date of the Plan
                  Year.

            For purposes of Sections 6.2(A)(8) and (10), the rules of Sections
            414(b), (c), (m), (n) and (o) of the Code shall be applied in
            determining the meaning of the term "Employer".

      (B)   Minimum Retirement Income - If the Plan becomes a Top-Heavy Plan,
            then, notwithstanding other Sections of the Plan, each Non-Key
            Employee Participant will be entitled to a Minimum Retirement
            Income, expressed in the form of a Life-No Death Benefit form of
            payment commencing at his Normal Retirement Date, which will accrue
            at the rate of (1) two percent (2%) of such Participant's Section
            415 Compensation (modified by Section 401(a)(17) of the Code) during
            the five (5) consecutive Plan Years in which he received the highest
            such Section 415 Compensation, multiplied by (2) that portion of his
            Service used to determine his Vesting Percentage (up to a maximum of
            ten (10) years) that is completed during Plan Years in which the
            Plan is a Top-Heavy Plan. For purposes of (1) above, Plan Years
            beginning after the close of the last Plan Year in which the Plan is
            a Top-Heavy Plan will be excluded.

            A Non-Key Employee may not fail to accrue a Minimum Retirement
            Income merely because such Employee was not employed on a specified
            date; neither may such Employee be excluded from participation (or a
            failure to accrue a benefit) because (a) his Earnings are less than
            a stated amount, nor because (b) he fails to make mandatory Employee
            contributions, if any nor because (c) he completed less than 1,000
            Hours of Service during the applicable accrual computation period.
            If a Non-Key Employee is concurrently a Participant under this Plan
            and a defined contribution plan maintained by the Employer, the
            annual amount of retirement income for such Participant as
            determined in the preceding paragraphs shall be reduced by the
            annual amount of retirement income, commencing on his Normal
            Retirement Date, that can be provided under such defined
            contribution plan on a Life-No Death Benefit basis by contributions
            made to such defined contribution plan on the Participant's behalf
            during the year in which this Plan is Top-Heavy.

            If a Non-Key Employee is a Participant under this Plan and a defined
            contribution plan maintained by the Employer, the annual amount of
            retirement income for such Participant as determined in the
            preceding paragraphs shall not be provided hereunder if the
            retirement income provided under such defined contribution plan
            together with the retirement income provided under Section III,
            Normal Retirement Income, or Section IV, Late and Early Retirement
            Income, are at least equal in value to such annual retirement
            income. If the Minimum Retirement Income is payable in a form other
            than a Life-No Death Benefit or on a date other than Normal
            Retirement Date, it will be


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                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

            adjusted to be the actuarial equivalent of the Life-No Death Benefit
            form payable at Normal Retirement Date based on the appropriate
            Adjustment Factor.

      (C)   Minimum Vesting Percentage - Notwithstanding any other Vesting
            Percentage provision of this Plan to the contrary, the Vesting
            Percentage that is applied to the accrued retirement income of a
            Participant who has at least one (1) Hour of Service with the
            Employer on and after the date this Plan becomes a Top-Heavy Plan,
            in accordance with the further terms of this Plan, and to the extent
            that with respect to a Participant this is a faster vesting
            schedule, shall be as determined as follows:

                     Service For Vesting Purposes           Percentage
                     ----------------------------           ----------

                     If he has less than 2 years:                0%
                     If he has 2 years:                         20%
                     If he has 3 years:                         40%
                     If he has 4 years:                         60%
                     If he has 5 years:                         80%
                     If he has 6 years:                        100%

            For those Plan Years in which the Plan ceases to be a Top-Heavy
            Plan, the vesting schedule shall be determined in accordance with
            the provisions of Section 1.1 (NN), subject to the following
            conditions:

            (1)   The Vesting Percentage of a Participant's retirement income
                  before the Plan ceased to be a Top-Heavy Plan shall not be
                  reduced; and

            (2)   After the Plan ceases to be a Top-Heavy Plan, each Participant
                  with at least three (3) years of Service with the Employer
                  shall have his Vesting Percentage computed under the greater
                  of the provisions of this Section 6.2(C) or the provisions of
                  Section 1.1 (NN).

      (D)   Modification to Section 6.1 when a Plan is a Top-Heavy Plan - For
            any Limitation Year prior to January 1, 2000 in which the Plan is
            determined to be a Super Top-Heavy Plan, the definitions of the
            "Defined Benefit Fraction", and "Defined Contribution Fraction" will
            be changed by substituting in the denominator of each Fraction "1.0"
            for "1.25" wherever it appears therein.

            For any Plan Year in which the Plan is a Top-Heavy Plan but not a
            Super Top-Heavy Plan, the Plan will be treated as a Super Top-Heavy
            Plan hereunder unless paragraph (B)(1) is applied by substituting
            "three percent (3%)" for "two percent (2%)".


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187                                 34               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                     Section VII
                                                          Normal Form of Payment
--------------------------------------------------------------------------------

                                   SECTION VII
                             NORMAL FORM OF PAYMENT

7.1   Normal Form of Payment - Joint and Survivor

      If the Participant has a Spouse on his Retirement Date, the normal form of
      payment is the Joint and Survivor form. This form provides that, upon the
      Participant's death on or after his Retirement Date, fifty percent (50%)
      of the retirement income payable to the Participant will be paid to such
      Spouse, if surviving the Participant, for the balance of the Spouse's
      life.

      As an alternative to the fifty percent (50%) continuation described above,
      a Participant may elect that sixty-six and two-thirds percent (66-2/3%) or
      one hundred percent (100%) of the benefit payable to him be continued to
      his Spouse upon his death. Such election will not require spousal consent.

7.2   Normal Form of Payment - Life-No Death Benefit

      If the Participant does not have a Spouse on his Retirement Date, the
      normal form of payment is the Life-No Death Benefit form. This form
      provides that payments will be made to the Participant in a level amount
      during his lifetime and that, after his death, no further payment will be
      made.

7.3   Optional Forms of Payment

      Subject to the provisions of Section 7.5, in lieu of receiving his
      retirement income in the normal form applicable to him, a Participant may
      elect to receive a benefit of equal value in one of the optional forms of
      payment described in Section VIII, Optional Forms of Payment. Moreover, if
      the Participant's normal form of payment is that described in Section 7.1,
      such Participant may also elect to receive, in lieu thereof, retirement
      income in the form of a Life-No Death Benefit as described in the second
      sentence of Section 7.2.

7.4   Notice to Participants

      The Employer shall make every reasonable effort to furnish each
      Participant, by personal delivery or first class mail, the following
      information not less than thirty (30) days nor more than ninety (90) days
      prior to his commencement of benefits:

      (A)   the terms and conditions of the Joint and Survivor form of payment,

      (B)   the Participant's right to make, and the effect of, an election to
            waive the Joint and Survivor form of payment,

      (C)   the rights of the Participant's Spouse under the Plan,


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187                                 35               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                     Section VII
                                                          Normal Form of Payment
--------------------------------------------------------------------------------

      (D)   the right to make, and the effect of, a revocation of a previous
            election to waive the Joint and Survivor form of payment, and

      (E)   the relative values of the various optional forms of payment under
            the Plan.

      The Employer may also permanently post in the Employer's office or offices
      the information described in (A) through (E) above in a manner that is
      reasonably calculated to reach the attention of each Participant.

7.5   Election of Option

      The Participant may elect or revoke an option during the ninety (90) day
      period before his Retirement Date by filing a written election with the
      Employer. However, a Participant may not elect more than one (1) option to
      be effective at the same time. No such election or revocation can be made
      after the Participant's Retirement Date.

      To elect an option, a married Participant must make a Qualified Election
      in accordance with Section 7.6. If a Participant elects an optional form
      of payment, the amount of retirement income payable to him must be more
      than fifty percent (50%) of the present value of the retirement income
      payable to the Participant had the option not been elected, unless the
      alternate recipient is the Participant's Spouse; otherwise, such election
      will be deemed null and void.

7.6   Qualified Election

      Notwithstanding any other provisions in the Plan to the contrary, for
      purposes of this Section 7.6, a Qualified Election to waive the Joint and
      Survivor form of payment shall not be effective unless: (A) the
      Participant's Spouse irrevocably consents in writing to the election; (B)
      such election designates a Beneficiary or form of payment which may not be
      changed without spousal consent (or the consent of the Spouse expressly
      permits a change in such designations by the Participant without any
      requirement of further consent by the Spouse), (C) the Spouse's consent
      acknowledges understanding of the effect of such election, and (D) the
      consent is witnessed by a Plan representative or a notary public.
      Notwithstanding this spousal consent requirement, if the Participant
      establishes to the satisfaction of a Plan representative that such written
      consent cannot be obtained because:

      (1)   there is no Spouse;

      (2)   the Spouse cannot be located;

      (3)   there are other circumstances as the Secretary of the Treasury may
            prescribe by regulations, then the Participant's election to waive
            coverage will be considered valid.


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187                                 36               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                     Section VII
                                                          Normal Form of Payment
--------------------------------------------------------------------------------

      Any consent necessary under this provision will be valid only with respect
      to the Spouse who signs the consent. A Participant is allowed to revoke
      his Qualified Election without the consent of his Spouse. The number of
      his Qualified Elections and revocations is not limited.

7.7   Payment of Retirement Income to Participant

      All payment of retirement income under the Plan shall be made in
      accordance with Section 401(a)(9) of the Code. Subject to the Joint and
      Survivor form of payment requirement of Section 7.1 and the Preretirement
      Spouse Benefit requirement of Section IX, the distribution requirements of
      Section 401(a)(9) of the Code as set forth in this Section 7.7 and in
      Sections 7.8 and 7.9, shall take precedence over any inconsistent
      provisions of this Plan.

      Retirement income will be payable to the Participant monthly with each
      payment equal to one twelfth (1/12) of the annual amount. The first of
      such monthly payments will be made to the Participant as of his Retirement
      Date, with subsequent monthly payments being made as of the first day of
      each month thereafter until the Participant's death occurs.

      Unless the Participant elects otherwise, the payment of retirement income
      will commence no later than the sixtieth (60th) day after the end of the
      Plan Year in which the latest of the following occurs.

      (A)   the Participant attains the earlier of (1) age sixty-five (65), or
            (2) his Normal Retirement Date as defined in Section 1.1(W)(1), or

      (B)   the tenth (10th) anniversary of the year in which the Participant
            commenced participation in the Plan, or

      (C)   the Participant's Termination of Employment with the Employer.

      (1)   Distributions to Five Percent Owners shall be subject to the
            following rules: The vested interest in the Accrued Benefit of a
            5-percent owner (as described in Section 416(i) of the Code and
            determined with respect to the Plan Year ending in the calendar year
            in which such individual attains age 70-1/2 must be distributed or
            commence to be distributed no later than the first day of April
            following the calendar year in which such individual attains age
            70-1/2. The vested interest in the Accrued Benefit of a person who
            is not a 5-percent owner (as described in Section 416(i) of the
            Code) for the Plan Year ending in the calendar year in which such
            person attains age 70-1/2 but who becomes a 5-percent owner (as
            described in Section 416(i) of the Code) for a later Plan Year must
            be distributed or commence to be distributed no later than the first
            day of April following the last day of the calendar year that
            includes the last day of the first Plan Year for which such
            individual is a 5-percent owner (as described in Section 416(i) of
            the Code).


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187                                 37               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                     Section VII
                                                          Normal Form of Payment
--------------------------------------------------------------------------------

      (2)   Distributions to other than 5-percent owners shall be subject to the
            following rules: The vested interest in the Accrued Benefit of an
            Employee who is not a five-percent owner and who attained age 70-1/2
            prior to January 1, 1988, must be distributed or commence to be
            distributed no later than the first day of April following the
            calendar year in which occurs the later of: (i) his termination of
            employment or (ii) his attainment of age 70-1/2.

            Except as otherwise provided in the following paragraph, the vested
            interest in the Accrued Benefit of any Employee who attains age
            70-1/2 after December 31, 1987, must be distributed or commence to
            be distributed no later than the first day of April following the
            later of: (A) the 1989 calendar year or (B) the calendar year in
            which such individual attains age 70-1/2.

            Effective January 1, 1997, an Employee otherwise required to receive
            a distribution under the preceding paragraph, may elect to defer
            distribution of the Accrued Benefit to the date of his termination
            of employment without spousal consent. In addition, no spousal
            consent is required when payments recommence to the Employee, if
            payments recommence to the Employee with the same Beneficiary and in
            a form of benefit that is the same, but for the cessation of
            distributions hereunder.

            Notwithstanding the foregoing, the vested interest in the Accrued
            Benefit of (I) any Employee who becomes a Participant on or after
            January 1, 1997 or (II) any Employee who attains age 70-1/2 in a
            calendar year beginning on or after January 1, 2002, must be
            distributed or commence to be distributed no later than the first
            day of April following the calendar year in which occurs the later
            of: (1) his termination of employment or (2) his attainment of age
            70-1/2.

            Notwithstanding any provisions of the Plan to the contrary, any and
            all distributions from the Plan shall be made in accordance with
            Section 401(a)(9) of the Code and the requirements of Income Tax
            Regulations issued under Code Section 401(a)(9).

7.8   Limits of Payment Options

      Payments, if not made in a lump sum, may only be made over one of the
      following periods (or a combination thereof):

      (A)   the life of the Participant,

      (B)   the life of the Participant and a designated Beneficiary,

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

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


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187                                 38               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                     Section VII
                                                          Normal Form of Payment
--------------------------------------------------------------------------------

7.9   Minimum Amounts to be Paid

      The amount to be paid each year must be at least an amount equal to the
      quotient obtained by dividing the Participant's entire retirement income
      by the life expectancy of the Participant or joint and last survivor
      expectancy of the Participant and designated Beneficiary. Life expectancy
      and joint and last survivor expectancy are computed by the use of the
      return multiples contained in Income Tax Regulations Section 1.72-9. For
      purposes of this computation, a Participant's life expectancy may be
      recalculated no more frequently than annually, however, the life
      expectancy of a non spouse Beneficiary may not be recalculated. If the
      Participant's Spouse is not the designated Beneficiary, the method of
      payment selected must assure that at least fifty percent (50%) of the
      present value of the amount available for payment would be payable within
      the life expectancy of the Participant.

      If the Participant dies after payment of his retirement income has
      commenced, the remaining portion of such retirement income will be paid at
      least as rapidly as under the method of payment being used prior to the
      Participant's death.

      If the Participant dies before payment of his retirement income commences,
      the Participant's entire retirement income must be paid no later than
      December 31 of the calendar year containing the fifth anniversary of the
      Participant's death except to the extent that an election is made to
      receive payment in accordance with (A) or (B) below:

      (A)   If any portion of the Participant's retirement income is payable to
            a designated Beneficiary other than the Participant's Spouse, such
            payments will be made in substantially equal installments over the
            life or life expectancy of the designated Beneficiary commencing on
            or before December 31 of the calendar year immediately following the
            calendar year in which the Participant died;

      (B)   If, however, the designated Beneficiary is the Participant's
            surviving Spouse, the date on which payments are required to begin
            in accordance with (A) above is not required to be earlier than the
            later of (1) December 31 of the calendar year immediately following
            the calendar year in which the Participant died, and (2) December 31
            of the calendar year in which the Participant would have attained
            age seventy and one-half (70-1/2).

      With respect to distributions under the Plan made in calendar years
      beginning on or after January 1, 2001, 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) that were proposed in January
      2001, notwithstanding any provision of the Plan to the contrary. This
      amendment shall continue in effect until the end of the last calendar year
      beginning before the effective date of final regulations under Section
      401(a)(9) or such other date specified in guidance published by the
      Internal Revenue Service.


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187                                 39               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                    Section VIII
                                                       Optional Forms of Payment
--------------------------------------------------------------------------------

                                  SECTION VIII
                            OPTIONAL FORMS OF PAYMENT

8.1   Contingent Pensioner Option

      A Participant who elects this option will receive a reduced amount of
      retirement income during his lifetime, so that after his death retirement
      income in the same amount, or sixty-six and two-thirds percent (66-2/3%)
      or fifty percent (50%) thereof (as specified in the election) will be paid
      for the life of the Contingent Pensioner designated by the Participant, if
      surviving the Participant. If the option is in effect on the Participant's
      Retirement Date, the amount of retirement income payable to the
      Participant will be determined by multiplying the amount which would
      otherwise be payable to him, assuming the normal form described in Section
      7.2 is effective, by the appropriate Adjustment Factor.

      If a Participant who has elected this option dies on or after his Normal
      Retirement Date but before his Retirement Date, his Contingent Pensioner
      will receive retirement income payments beginning on the first day of the
      month next following the Participant's death and continuing for the
      balance of his life.

      These retirement income payments will be equal to the amount which would
      have been payable to the Participant had he retired hereunder on such
      first day of the month with the option in effect, as adjusted by the
      continuation percentage (100%, 66-2/3% or 50%) elected by the Participant.

      This option will be deemed null and void if (A) the Contingent Pensioner
      dies before the Participant's Retirement Date or (B) the Participant dies
      before the earlier of his Retirement Date and his Normal Retirement Date.

8.2   Years Certain and Life Option

      Subject to the provisions of Section 7.8, a Participant who elects this
      option will receive a reduced amount of retirement income during his
      lifetime, so that if his death occurs within the year certain period
      commencing upon his Retirement Date as specified in the election (5, 10,
      15 or 20 years), retirement income in the same amount will be paid to the
      Beneficiary designated by the Participant for the balance of the years
      certain period specified by the Participant.

      If the option is in effect on the Participant's Retirement Date, the
      amount of retirement income payable to the Participant will be determined
      by multiplying the amount which would otherwise be payable to him,
      assuming the normal form described in Section 7.2 is effective, by the
      appropriate Adjustment Factor.

      If a Participant who has elected this option dies on or after his Normal
      Retirement Date, but before his Retirement Date, his designated
      Beneficiary will receive retirement income payments beginning on the first
      day of the month next following the Participant's death and continuing
      until


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187                                 40               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                    Section VIII
                                                       Optional Forms of Payment
--------------------------------------------------------------------------------

      the end of the years certain period specified by the Participant. These
      retirement income payments will be in the same amount as would have been
      payable had the Participant retired hereunder on such first day of the
      month with the option in effect.

      If this option is in effect on the Participant's Retirement Date and
      neither the Participant nor his designated Beneficiary survives to the end
      of the years certain period, a final lump sum payment equal to the
      commuted value of any unpaid payments shall be made as follows: to the
      Participant's Spouse, if living; otherwise, in equal shares to surviving
      children of the Participant; and in the event none of the above-named
      individuals survives the Participant, to the executor or administrator of
      the estate of the last to die of (A) the Participant or (B) the last to
      survive of his designated Beneficiaries.

      This option will be deemed null and void if the Participant dies before
      the earlier of his Retirement Date and Normal Retirement Date.

8.3   Social Security Option

      (A)   For the purposes of this Section 8.3, the words and phrases below
            will have the following meanings:

            (1)   Social Security Amount means the annual Primary Insurance
                  Amount, or portion thereof, which the Participant is expected
                  to receive under the Social Security Act.

            (2)   Social Security Commencement Date means the first day of the
                  month coincident with or next following the date the
                  Participant's Social Security Amount is expected to commence.

      (B)   A Participant may elect this option if his Retirement Date precedes
            his Social Security Commencement Date. Upon such election, the
            Employer will determine the Participant's Social Security Amount and
            Social Security Commencement Date on the basis of the Social
            Security Act then constituted.

      (C)   The Participant who elects this option will receive increased
            retirement income before his Social Security.

            Commencement Date and reduced retirement income thereafter, so that
            the Participant's total benefit under this Plan and the Social
            Security Act will be paid in a generally level amount throughout his
            retirement.

      (D)   The amount of increased retirement income will be equal to the
            amount of retirement income which would have been payable to the
            Participant if this option had not been elected, assuming the normal
            form described in Section 7.2 is effective, plus his Social Security
            Amount multiplied by the appropriate Adjustment Factor. The amount
            of reduced retirement income will be equal to the increased amount
            of retirement income


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<PAGE>

                                                                    Section VIII
                                                       Optional Forms of Payment
--------------------------------------------------------------------------------

            payable to the Participant before his Social Security Commencement
            Date minus his Social Security Amount.

8.4   Direct Rollover of Eligible Rollover Distributions

      For purposes of this Section 8.4, the following definitions shall apply:

      (A)   "Direct Rollover" means a payment by the Plan to the Eligible
            Retirement Plan specified by the Distributee.

      (B)   "Distributee" means an Employee or former Employee. In addition, the
            Employee's or former Employee's surviving Spouse and the Employee's
            or former Employee's Spouse or former spouse who is the alternate
            payee under a qualified domestic relations order, as defined in
            Section 414(p) of the Code, are Distributees with regard to the
            interest of the Spouse or former spouse.

      (C)   "Eligible Retirement Plan" means 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.

      (D)   "Eligible Rollover Distribution" means 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 (10) years
            or more; any distribution to the extent such distribution is
            required under Section 401(a)(9) of the Code; the portion of any
            distribution that is not includable in gross income (determined
            without regard to the exclusion for net unrealized appreciation with
            respect to employer securities); and effective January 1, 2000, any
            hardship distribution described in Section 401(k)(2)(B)(i)(IV) of
            the Code.

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


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187                                 42               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                      Section IX
                                                    Preretirement Spouse Benefit
--------------------------------------------------------------------------------

                                   SECTION IX
                          PRERETIREMENT SPOUSE BENEFIT

9.1   Eligibility for Preretirement Spouse Benefit

      Upon the death of a Participant before his Retirement Date, his Spouse
      will receive a Preretirement Spouse Benefit as described in this Section
      IX if all the following requirements were met when the Participant died:

      (A)   the Participant had a Spouse as defined in Section 1.1(KK) to whom
            the Participant had been married at least one (1) full year prior to
            his death;

      (B)   the Participant was credited with at least one (1) Hour of Service
            on or after August 23, 1984;

      (C)   the Participant had a vested right to Employer funded benefits.

9.2   Amount of Preretirement Spouse Benefit

      (A)   For purposes of this Section 9.2, earliest retirement age means the
            earliest date on which a Participant could elect to receive his
            retirement income under the Plan.

      (B)   The Preretirement Spouse Benefit will be payable in the form of
            retirement income. The annual amount of such benefit will be as
            follows:

            (1)   With respect to a Participant who, on his date of death, has
                  attained age fifty (50) and completed ten (10) years of
                  Service, and who dies while actively employed with the
                  Employer, the Preretirement Spouse Benefit will be payable as
                  retirement income, deferred to the Participant's Normal
                  Retirement Date. The annual amount of such benefit will be
                  equal to fifty percent (50%) of the retirement income which
                  the Participant would have received in accordance with Section
                  3.1 assuming that his Credited Service remained uninterrupted
                  and that his Earnings remained unchanged until his Normal
                  Retirement Date. However, if the surviving Spouse of such a
                  Participant is more than ten (10) years younger than the
                  Participant, the annual retirement income will be reduced in
                  accordance with the following schedule:


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187                                 43               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                      Section IX
                                                    Preretirement Spouse Benefit
--------------------------------------------------------------------------------

                 Number of Full Years By Which the
                 Participant's Spouse is Younger than
                 the Participant                                Percentage
                 ------------------------------------           ----------

                         11                                         98%
                         12                                         96%
                         13                                         94%
                 etc., decreasing in steps                   etc., decreasing
                 of one year                                 in steps of 2%

            If the Participant's Spouse elects to receive the first initial
            monthly payment prior to the date the Participant would have reached
            his Normal Retirement Date, the annual amount of such retirement
            income will be the same amount which the surviving Spouse would
            receive in accordance with the previous paragraph of this Section
            9.2, as adjusted in accordance with the appropriate terms of Section
            IV, Late and Early Retirement Income.

      (2)   With respect to a Participant who is not described in paragraph (1)
            above, the Preretirement Spouse Benefit will be payable in the form
            of retirement income. The annual amount of such retirement income
            will be as follows:

            (a)   (i)   If a Participant dies after his earliest retirement age
                        and on or after his Normal Retirement Date, fifty
                        percent (50%) of the retirement income which the
                        Participant would have received had he retired on the
                        day before his death, with his retirement income payable
                        as an immediate 50% Joint and Survivor form of payment,
                        adjusted in accordance with the appropriate terms of
                        Section IV, Late and Early Retirement Income.

                  (ii)  If the Participant dies on or after his earliest
                        retirement age but prior to his Normal Retirement Date,
                        fifty percent (50%) of the retirement income which the
                        Participant would have received had he retired on the
                        day before his death, with his retirement income payable
                        as a 50% Joint and Survivor form of payment deferred to
                        the Participant 's Normal Retirement Date. If the
                        Participant's Spouse elects to receive the first initial
                        monthly payment prior to the date the Participant would
                        have reached his Normal Retirement Date, the annual
                        amount of such retirement income will be fifty percent
                        (50%) of the reduced retirement income which the
                        Participant would have received had he retired on the
                        day before his death, with his retirement income payable
                        as a 50% Joint and Survivor form of payment and as
                        adjusted in accordance with the appropriate terms of
                        Section IV, Late and Early Retirement Income.


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<PAGE>

                                                                      Section IX
                                                    Preretirement Spouse Benefit
--------------------------------------------------------------------------------

            (b)   If a Participant dies before his earliest retirement age, his
                  Spouse will receive the same reduced retirement income,
                  deferred to the Participant's Normal Retirement Date, that
                  would have been payable if the Participant had:

                  (i)   terminated employment on the earlier of his actual
                        Termination of Employment and his date of death;

                  (ii)  survived to his Normal Retirement Date;

                  (iii) elected to receive an immediate 50% Joint and Survivor
                        form of payment at his Normal Retirement Date; and

                  (iv)  died on the day immediately after his Normal Retirement
                        Date.

            Notwithstanding the preceding sentence, the Spouse of a Participant
            may elect that the retirement income commence on the Participant's
            earliest retirement age following the Participant's death. Such
            benefit shall be equal to the same benefit that would have been
            payable to the Spouse if the Participant (I) terminated employment
            on the earlier of his actual Termination of Employment and his date
            of death, (II) survived to his earliest retirement age, (III)
            retired at his earliest retirement age with an immediate 50% Joint
            and Survivor form of payment, and (IV) died on the day after his
            earliest retirement age.

9.3   Payments of Preretirement Spouse Benefit

      The retirement income will be payable monthly with each payment equivalent
      to one twelfth (1/12) of the annual amount. The initial monthly payment
      will be made as of the first day of the month coincident with or next
      following the later of the date the Participant would have attained his
      Normal Retirement Date if he had lived and his date of death.
      Notwithstanding the foregoing sentence,

      (A)   a Participant's Spouse may, pursuant to Section 9.2, elect that the
            initial monthly payment will be made as of the first day of the
            month coincident with or next following the later of the
            Participant's death or earliest retirement age (as defined in
            Section 9.2), or

      (B)   a Participant's Spouse may elect to defer the commencement of
            payments to the first day of any month up to and including the month
            in which the Participant would have attained age seventy and
            one-half (70-1/2) if he had lived. The amount of such deferred
            payment will be adjusted in accordance with the appropriate terms of
            Section IV, Late and Early Retirement Income, to reflect such later
            commencement.


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187                                 45               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                      Section IX
                                                    Preretirement Spouse Benefit
--------------------------------------------------------------------------------

      Subsequent monthly payments will be made as of the first day of each month
      thereafter until the Spouse's death occurs.


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187                                 46               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                       Section X
                                                                  Death Benefits
--------------------------------------------------------------------------------

                                    SECTION X
                                 DEATH BENEFITS

10.1  Death Before Retirement Date

      If a Participant dies before the earlier of his Normal Retirement Date or
      his Retirement Date, his Spouse will be eligible to receive retirement
      income in accordance with Section IX, Preretirement Spouse Benefit if the
      Preretirement Spouse Benefit is effective. Otherwise, no benefit will
      become payable. If the Participant dies on or after his Normal Retirement
      Date and before his Late Retirement Date and had a Spouse on the date of
      his death, retirement income as described in Section 9.2. will be paid to
      the Participant's Spouse, provided an optional form of payment was not
      then in effect. If an optional form of payment was in effect on such
      Participant's death, any retirement income payable will be paid in
      accordance with such form. If on such Participant's death the Participant
      did not have a Spouse and no optional form was in effect, no retirement
      income will become payable.

10.2  Death on or After Retirement Date

      If a Participant dies after his Retirement Date and had a Spouse on the
      date of his death, retirement income as described in Section 7.1 will be
      paid to the Participant's Spouse provided another form of payment is not
      in effect.

      If a Participant dies after his Retirement Date and has no Spouse, no
      retirement income will be payable unless an optional form of payment
      providing for such payment is then in effect.


================================================================================
187                                 47               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                      Section XI
                                                             Funding of Benefits
--------------------------------------------------------------------------------

                                    SECTION XI
                               FUNDING OF BENEFITS

11.1  Contributions to the Fund

      From time to time and in such frequency as required by law, the Employer
      will make such contributions to the Fund as required to maintain the Plan
      on a sound actuarial basis. In determining the amounts and incidence of
      such contributions, the Employer will take into account such actuarial
      recommendations as may be provided by an enrolled actuary as defined by
      ERISA. Additional amounts may be contributed only to the extent permitted
      by law.

11.2  Fund for Exclusive Benefit of Participants

      The Fund is for the exclusive benefit of Participants and other persons
      who may become entitled to benefits hereunder, and may also be used to pay
      any reasonable expenses arising from the operation of the Plan. Prior to
      the satisfaction of all liabilities for benefits provided hereunder, no
      contribution made to the Fund will be refunded to the Employer unless a
      contribution was made:

      (A)   by reason of a mistake of fact,

      (B)   conditionally upon an initial favorable Internal Revenue Service
            determination and such a determination is not received, or

      (C)   conditionally upon being allowed as a tax deduction and such
            deduction is disallowed.

      For purposes of this Section 11.2, all contributions to the Plan made by
      the Employer shall be deemed to be conditioned on the deductibility by the
      Employer of such contributions under Section 404 of the Code unless such
      contributions are made for the purpose of satisfying the minimum funding
      standards of Section 412 of the Code.

      Such refund must be made within one year, under (A) from the date the
      contribution was made and, under (B) and (C) from the date of disallowance
      of tax qualification or tax deduction. All such refunds will be limited in
      amount, circumstances and timing to the provisions of Section 403(c) of
      ERISA and no such refund shall be made if, solely on account of such
      refund, the Plan would cease to be qualified pursuant to Section 401(a) of
      the Code.

11.3  Disposition of Credits and Forfeitures

      No credit or forfeitures arising from the operation of the Plan may be
      used to increase the benefit of any Participant or group of Participants,
      but will instead be taken into account to reduce contributions to be made
      by the Employer.


================================================================================
187                                 48               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                     Section XII
                                             Fiduciary Responsibility Provisions
--------------------------------------------------------------------------------

                                   SECTION XII
                       FIDUCIARY RESPONSIBILITY PROVISIONS

12.1  Fiduciary Responsibility Provisions

      As required by ERISA, the Employer, by action of its governing board,
      shall appoint certain named fiduciaries of the Plan.

      The named fiduciary or fiduciaries, as the case may be, shall have the
      authority to control and manage the operation of the Plan, and shall be
      responsible for establishing and carrying out a funding policy and method
      consistent with the objectives of the Plan and the requirements of ERISA.
      If more than one fiduciary has been named, this authority and
      responsibility shall be jointly and severally shared.

      Any person or group of persons may serve in more than one fiduciary
      capacity with respect to the Plan. A named fiduciary (or a fiduciary
      designated by a named fiduciary) may employ one or more persons to render
      advice with regard to any responsibilities such fiduciary has under the
      Plan. A person who is a named fiduciary with respect to control and
      management of the assets of the Plan may appoint an investment manager or
      managers to manage any assets of the Plan. Unless it shall agree to accept
      additional fiduciary responsibility, the investment manager's liability as
      a fiduciary is limited to that arising from its management of any assets
      of the Plan held by the investment manager in one or more of its separate
      accounts.

      The Employer may allocate fiduciary responsibilities (other than trustee
      responsibilities) among named fiduciaries if there are more than one.
      Provision may be made for named fiduciaries to designate persons other
      than named fiduciaries to carry out fiduciary responsibilities under the
      Plan. If any fiduciary responsibility of a named fiduciary is allocated to
      any persons or a person is designated to carry out such responsibility,
      then such named fiduciary shall not be liable for any act or omission of
      such person in carrying out such responsibility except as provided by
      ERISA.

      No fiduciary guarantees the Fund in any manner against investment loss or
      depreciation of asset value.


================================================================================
187                                 49               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                    Section XIII
                                                              Plan Administrator
--------------------------------------------------------------------------------

                                  SECTION XIII
                               PLAN ADMINISTRATOR

13.1  Appointment and Acceptance

      As required by ERISA, the Employer will appoint a Plan Administrator of
      the Plan by designating either the Employer or an individual or group of
      individuals to act in this capacity. The person designated as Plan
      Administrator shall signify acceptance of this position in writing.

      The Plan Administrator is a fiduciary within the meaning of ERISA.

13.2  Duties and Authority

      The Plan Administrator will administer the Plan on behalf of the Employer
      in a nondiscriminatory manner for the exclusive benefit of Participants
      and their Beneficiaries.

      The Plan Administrator will perform all such duties as are necessary to
      operate, administer and manage the Plan in accordance with the terms
      thereof, including but not limited to the following:

      (A)   to determine all questions relating to a Participant's coverage
            under the Plan,

      (B)   to maintain all necessary records for the administration of the
            Plan,

      (C)   to compute and authorize the payment of retirement income and other
            benefit payments to eligible Participants and Beneficiaries,

      (D)   to interpret and construe the provisions of the Plan and to make
            regulations which are not inconsistent with the terms thereof,

      (E)   to advise or assist Participants regarding any rights, benefits or
            elections available under the Plan.

      The Plan Administrator will take such actions as are necessary to
      establish and maintain the Plan as a retirement program which is at all
      times in full and timely compliance with any law or regulation having
      pertinence to this Plan.

      The Plan Administrator is granted by the Employer all reasonable powers
      necessary or appropriate to accomplish his duties as Plan Administrator.

13.3  Expenses of the Plan and Assistance to Plan Administrator

      All reasonable expenses necessary to operate and administer the Plan shall
      be borne by the Employer except to the extent the Employer has elected to
      pay such expenses from the Fund.


================================================================================
187                                 50               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                    Section XIII
                                                              Plan Administrator
--------------------------------------------------------------------------------

      The Employer shall furnish the Plan Administrator with such clerical and
      other assistance as is required in the performance of his duties.

13.4  Participants and Other Payees - Data

      Participants and other persons affected by the Plan will furnish the Plan
      Administrator upon request such documents, evidence or information which
      the Plan Administrator considers necessary or desirable for the purpose of
      administering the Plan. The Plan Administrator may cause to be withheld
      any payment otherwise due the Participant or other person, until the
      required document, evidence or other information is so furnished.

13.5  Resignation and Removal of Plan Administrator

      The Plan Administrator may resign at any time by delivering to the
      Employer a written notice of resignation, to take effect at a date
      specified therein. Such date should not be less than thirty (30) days
      after the delivery of the resignation, unless waived by the Employer.

      The Plan Administrator may be removed with or without cause by the
      Employer through delivery to him of written notice of removal, to take
      effect at a date specified therein.

13.6  Appointment of Successor Plan Administrator

      In the event the office of Plan Administrator is vacant, the Employer will
      promptly designate a successor Plan Administrator who must signify
      acceptance of this position in writing. In the event no successor is
      appointed, the board or other governing body of the Employer shall
      function as the Plan Administrator until a new Plan Administrator has been
      appointed and has accepted such appointment.

13.7  Plan Administration - Miscellaneous

      (A)   Filing a Claim for Benefits - A Participant or Beneficiary shall
            notify the Plan Administrator of a claim for benefits under the
            Plan. Such request may be in any form adequate to give reasonable
            notice to the Plan Administrator and shall set forth the basis of
            such claim and shall authorize the Plan Administrator to conduct
            such examinations as may be necessary to determine the validity of
            the claim and to take such steps as may be necessary to facilitate
            the payment of any benefits to which the Participant or Beneficiary
            may be entitled under the Plan.

      (B)   Denial of Claim - Whenever a claim for benefits by any Participant
            or Beneficiary has been denied, written notice prepared in a manner
            calculated to be understood by the Participant or Beneficiary will
            be provided, setting forth the specific reasons for the denial and
            explaining the procedure for an appeal and review of the decision by
            the Plan Administrator.


================================================================================
187                                 51               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                    Section XIII
                                                              Plan Administrator
--------------------------------------------------------------------------------

      (C)   Governing Law - The Plan shall be governed and construed and
            enforced in accordance with the laws of the State of New York,
            without regard to the choice of law or conflict of law rules
            recognized by such state, except to the extent that such laws are
            preempted by the federal laws of the United States of America.

      (D)   Masculine and Feminine, Singular and Plural - In construing the text
            of the Plan, the masculine shall include the feminine and the
            singular shall include the plural, and the plural the singular
            wherever the context shall plainly so require.

      (E)   Reference to Laws and Sections - Any reference herein to any section
            of the Code, ERISA or any other statute or law shall be deemed to
            include any successor statute or law of similar import. Any
            reference to a section number shall refer to a Section of this Plan,
            unless otherwise indicated.

      (F)   Nonassignment - Except, effective August 5, 1997, to the extent of
            any offset of a Participant's benefits as a result of any judgment,
            order, decree or settlement agreement provided in Section
            401(a)(13)(C) of the Code, all retirement income payments and other
            payments are provided for the Participant, Beneficiary or other
            person to whom a payment is due ("Payee") for the support and
            benefit of such Payee, and such retirement income shall not be
            assigned or anticipated and shall be free from the claims of all
            creditors, to the fullest extent permitted by law.

      (G)   Small Benefits - Notwithstanding any other provision in the Plan to
            the contrary, if the Value of a Participant's nonforfeitable
            retirement income at his Termination of Employment, retirement or
            death prior to the commencement of payments is $3,500 (and,
            effective January 1, 1998, $5,000) or less, the Plan Administrator
            shall authorize a lump sum payment of such Value in lieu of all
            future payments. If the Value of a Participant's nonforfeitable
            retirement income at his Termination of Employment, retirement or
            death prior to commencement of payments is $0, the Participant or,
            if applicable, his Beneficiary, shall be deemed to have received a
            lump sum payment of the vested nonforfeitable retirement income.

            For purposes of this paragraph (G), Value means the actuarially
            equivalent value of the normal form of retirement income payable in
            the form of a lump sum. Prior to January 1, 2000, the value shall be
            based upon the PBGC immediate annuity interest rate in effect three
            (3) months prior to the Participant's Termination of Employment,
            retirement or death (or, if lesser, the interest rate which would be
            used as of the date of the distribution by the PBGC for purposes of
            determining the present value of a lump sum distribution on plan
            termination) and the UP-1984 Mortality Table. Effective January 1,
            2000, except as otherwise provided in Table A, the value shall be
            calculated as of the date of distribution (I) using the GATT
            Applicable Mortality Table and the GATT Applicable Interest Rate,
            both as set forth in Table A.


================================================================================
187                                 52               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                    Section XIII
                                                              Plan Administrator
--------------------------------------------------------------------------------

            In the case of benefits payable in the form of (i) a Preretirement
            Spouse Benefit under Section IX or a Joint and Survivor form under
            Section 7.1 or a Contingent Pensioner Option as described Section
            8.1, with the Participant's Spouse as beneficiary, if the present
            value of the nonforfeitable Accrued Benefit at the time of any
            distribution exceeds three thousand five hundred dollars ($3,500)
            (and effective January 1, 1998, five thousand dollars ($5,000), the
            present value of the Accrued Benefit at any subsequent time will be
            deemed to exceed three thousand five hundred dollars ($3,500) (and
            effective January 1, 1998, five thousand dollars ($5,000)). In
            addition, if the Participant has begun to receive distributions
            pursuant to a form of benefits under which at least one scheduled
            periodic distribution is still payable, and the present value of the
            Participant's nonforfeitable Accrued Benefit exceeded the three
            thousand five hundred dollar ($3,500) (and effective January 1,
            1998, five thousand dollar ($5,000)) cash out limit at the time of
            the first distribution under that optional form, the present value
            of the Accrued Benefit at any subsequent time will be deemed to
            exceed three thousand five hundred dollars ($3,500) (and effective
            January 1, 1998, five thousand dollars ($5,000)). In all other
            cases, if the present value of a Participant's nonforfeitable
            Accrued Benefit determined at the time of any distribution, is equal
            to or less than three thousand five hundred dollars ($3,500) (and
            effective January 1, 1998, five thousand dollars ($5,000)), such
            Participant, or if applicable, a deceased Participant's beneficiary,
            shall automatically receive a distribution of the full present value
            of the nonforfeitable Accrued Benefit. Such determination shall be
            made without regard to the present value of the Participant's
            benefit at the time of any earlier distribution.

      (H)   Limitation - Participation in the Plan shall not grant any
            Participant the right to be retained in the employ of the Employer
            or any other rights than those to which he is entitled under law or
            regulations.

      (I)   Divestment of Benefits for Cause Precluded - In no event may a
            Participant be divested for cause of retirement income or other
            benefits which he is eligible to receive under the Plan.

      (J)   Clerical Error - If any fact pertaining to eligibility for or
            amounts of benefits payable under the Plan to a Participant,
            Beneficiary or other person to whom a payment is due has been
            misstated, or in the event of clerical error, the benefits will be
            adjusted on the basis of the correct facts in a manner precluding
            individual selection.

      (K)   Qualified Domestic Relations Orders - Notwithstanding any other
            provisions of the Plan to the contrary, all or part of the
            Participant's Accrued Benefit may be distributed to an alternate
            payee pursuant to a Qualified Domestic Relations Order within the
            meaning of Section 414(p) of the Code. The Plan Administrator shall
            establish procedures for determining if a Domestic Relations Order
            is qualified within the meaning of Section 414(p) of the Code.


================================================================================
187                                 53               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                    Section XIII
                                                              Plan Administrator
--------------------------------------------------------------------------------

      (L)   Missing Payee - Notwithstanding any other provision in the Plan to
            the contrary, if payment is not able to be made to any Employee,
            Participant, Beneficiary or other person to whom a payment is due
            ("Payee") under the Plan because the identity or whereabouts of such
            Payee cannot be ascertained after reasonable efforts have been made
            to identify or locate such person (including mailing a certified
            notice of the payment due to the last known address of such Payee as
            shown on the records of the Employer), such payment and all
            subsequent payments otherwise due to such Payee shall be forfeited
            twenty-four (24) months after the date such payment first became
            due. However, such payment and any subsequent payments shall be
            reinstated retroactively, without interest, no later than sixty (60)
            days after the date on which the Payee is identified and located.
            Notwithstanding the foregoing, as of the termination date of the
            Plan, the Plan Administrator shall (i) transfer benefits of missing
            Participants to the Pension Benefit Guaranty Corporation, or (ii)
            purchase an irrevocable commitment in the amount necessary to
            provide the benefits of any missing Participants from an insurer, to
            the extent provided for under Code Section 401(a)(34) and Section
            4050 of the Employee Retirement Income Security Act of 1974, as
            amended, and the regulations thereunder.

      (M)   Headings - The headings of sections are included solely for
            convenience of reference, and if there be any conflict between such
            headings and the text of the Plan, the text shall control.


================================================================================
187                                 54               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                     Section XIV
                                               Amendment and Termination of Plan
--------------------------------------------------------------------------------

                                   SECTION XIV
                        AMENDMENT AND TERMINATION OF PLAN

14.1  Amendment - General

      The Employer reserves the right to amend or modify the Plan in whole or in
      part from time to time. No such action shall adversely affect the Accrued
      Benefits of Participants; provided, however, that the Employer may make
      any amendment or modification (of retroactive effect, if necessary) to
      establish and maintain the Plan's qualification under Section 401(a) of
      the Code and to bring the Plan into full compliance with ERISA.

      If any amendment changes the Vesting Percentage of this Plan, any
      Participant with three (3) or more years of Service may, by filing a
      written request with the Employer, elect to have his Vested Percentage
      computed under the vesting schedule in effect prior to the amendment.

      The period during which the Participant may elect to have his Vested
      Percentage computed under the prior vesting schedule shall commence with
      the date the amendment is adopted and shall end on the latest of:

      (A)   sixty (60) days after the amendment is adopted;

      (B)   sixty (60) days after the amendment becomes effective; or

      (C)   sixty (60) days after the Participant is issued written notice of
            the amendment from the Employer.

14.2  Amendment - Merger or Consolidation of Plan

      This Plan may be amended by the Employer to provide for the merger or
      consolidation of the Plan with another retirement plan or for the transfer
      of assets and liabilities hereunder to another retirement plan. Such an
      event, however, may not occur unless such Participant would receive a
      retirement benefit under such other retirement plan after the merger,
      consolidation or transfer (assuming the surviving plan had then
      terminated) which is at least as great as the benefit he would have
      received under this Plan immediately prior to the merger, consolidation or
      transfer (assuming the plan had then terminated).

14.3  Partial Termination of Plan

      In the event a partial termination of the Plan occurs with respect to a
      specified group of Participants, the Employer shall cause to be allocated
      and segregated for the benefit of such Participants a proportionate
      interest in the Fund. Such proportionate interest shall be determined by
      an enrolled actuary as defined by ERISA and applied by the Employer to
      provide retirement income to such Participants in accordance with the
      following terms of this


================================================================================
187                                 55               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                     Section XIV
                                               Amendment and Termination of Plan
--------------------------------------------------------------------------------

      Section XIV. Any retirement income so provided shall be nonforfeitable.
      However, no Participant or other individual shall have recourse towards
      the satisfaction of any benefit accrued under the Plan other than from the
      Fund or the PBGC.

14.4  Termination of Plan

      The Employer intends to continue the Plan indefinitely but reserves the
      right to terminate it at any time. The date when the Plan is terminated,
      completely or partially, shall be referred to in this Section 14.4 as the
      Plan Termination Date.

      As of the Plan Termination Date, retirement income accrued on account of a
      Participant shall be nonforfeitable. However, no Participant or other
      individual shall have recourse towards the satisfaction of any benefit
      accrued under the Plan other than from the Fund or the PBGC.

      After any final expenses have been withdrawn from the Fund, the Employer
      shall cause the amount remaining in the Fund to be allocated according to
      the following categories, in the order given:

      (A)   first, there shall be allocated an amount necessary to provide
            retirement income for Participants and other individuals who, three
            (3) years prior to the Plan Termination Date, were either receiving
            retirement income or would have been eligible to receive retirement
            income had they then retired.

            (For this purpose "retirement income" means retirement income
            determined for the Participant or other individual in accordance
            with provisions of the Plan in effect five (5) years prior to the
            Plan Termination Date.)

      (B)   second, there shall be allocated an amount necessary to provide all
            other retirement income guaranteed under Title IV of ERISA, as
            determined in accordance with Section 4044 thereof.

      (C)   third, there shall be allocated an amount necessary to provide all
            other retirement income not guaranteed by ERISA which vests in each
            Participant in accordance with Section V, Termination of Employment
            and Vested Retirement Income, assuming that the Plan Termination
            Date is his Termination of Employment date.

      (D)   fourth, there shall be allocated an amount necessary to provide all
            other retirement income accrued by Participants as of the Plan
            Termination Date but not then vested in accordance with Section V,
            Termination of Employment and Vested Retirement Income.

      The amount necessary to provide the retirement income specified in each of
      the above categories shall be determined in accordance with annuity
      purchase rate assumptions selected by the Employer in accordance with such
      governmental regulations as may apply.


================================================================================
187                                 56               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                     Section XIV
                                               Amendment and Termination of Plan
--------------------------------------------------------------------------------

      Amounts allocated on a Participant's behalf under any category above shall
      be appropriately adjusted if:

            (1)   an amount has been allocated on such Participant's behalf
                  under a prior category, and/or

            (2)   all or a portion of a Participant's retirement income has been
                  guaranteed under an insurance company contract prior to the
                  Plan Termination Date.

      If the amount available for allocation under any category is not
      sufficient to fully provide retirement income specified for such category,
      a pro rata allocation of the amount available will be made, and reduced
      retirement income will be provided to the extent possible.

      As provided by ERISA, the Internal Revenue Service may require that the
      Fund be allocated in a manner different than that specified above in order
      to meet nondiscrimination requirements.

      After the assets of the Fund have been withdrawn and allocated in
      accordance with the preceding terms of this Section 14.4, any amount
      remaining in the Fund will be returned to the Employer.

      Notwithstanding the foregoing provisions, the amount of any retirement
      income otherwise to be provided in accordance with this Section 14.4 will
      be restricted in accordance with Section XV, Restriction of Benefits Upon
      Early Termination, to any extent required.


================================================================================
187                                 57               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                      Section XV
                      Restriction of Benefits Upon Early Termination of the Plan
--------------------------------------------------------------------------------

                                   SECTION XV
           RESTRICTION OF BENEFITS UPON EARLY TERMINATION OF THE PLAN

15.1  Restriction of Benefits Upon Early Termination of the Plan

      This Section XV is included in the Plan to conform to the requirements of
      Income Tax Regulations Section 1.401(a)(4).

      (A)   The following provisions relating to restrictions on benefits
            payable to certain highly compensated employees are applicable

            (1)   For purposes of this Section 15.1, "Restricted Employee" shall
                  mean any one of the twenty-five (25) highest paid Employees
                  from the group comprised of Highly Compensated Employees (as
                  defined under Section 414(q) of the Code) and Highly
                  Compensated Former Employees (as defined under Section
                  414(q)(6) of the Code).

            (2)   If the Plan is terminated, the benefit which becomes payable
                  to a Restricted Employee must satisfy the nondiscrimination
                  requirements of Section 401(a)(4) of the Code and the
                  regulations promulgated thereunder.

            (3)   If a benefit becomes payable to a Restricted Employee before
                  the Plan terminates, the maximum annual benefit payable to
                  such Restricted Employee shall be an amount equal to the
                  annual payments which would be payable to him assuming
                  payments in the form of a Life-No Death Benefit that is the
                  actuarial equivalent of his Accrued Benefit and other benefits
                  to which the Restricted Employee is entitled under the Plan
                  (other than any social security supplement within the meaning
                  of Income Tax Regulations Section 1.411(a)-7(c)(4)(ii)).

            (4)   Notwithstanding the foregoing, the restrictions set forth in
                  paragraph (3) above shall not apply if:

                  (a)   after payment to a Restricted Employee of his benefit,
                        the value of Plan assets equals or exceeds one hundred
                        ten percent (110%) of the value of current liabilities
                        as defined under Section 412(l)(7) of the Code; or

                  (b)   prior to any payment to the Restricted Employee, the
                        value of the benefit payable to the Restricted Employee
                        is less than one percent (1%) of the value of current
                        liabilities as defined under Section 412(l)(7) of the
                        Code; or


================================================================================
187                                 58               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                      Section XV
                      Restriction of Benefits Upon Early Termination of the Plan
--------------------------------------------------------------------------------

                  (c)   the value of the benefit payable to the Restricted
                        Employee is less than or equal to three thousand five
                        hundred dollars ($3,500) (and effective January 1, 1998,
                        five thousand dollars ($5,000).

                  For purposes of this paragraph (4), the value of Plan assets
                  and the value of current liabilities must be determined as of
                  the same date.

      (B)   The terms of this Section 15.1 shall prevail over any other terms of
            the Plan that may be inconsistent herewith.

      (C)   Any limitations or procedures in this Section 15.1 shall
            automatically become inoperative and of no effect upon a ruling,
            regulation or other pronouncement by the Internal Revenue Service
            that such limitations or procedures are not required, have been
            superseded or no longer apply.


================================================================================
187                                 59               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                         Table A
--------------------------------------------------------------------------------

                                     TABLE A

Late Retirement Adjustment Factor

         Years After Normal                   Years After Normal
           Retirement Date        Factor       Retirement Date          Factor
           ---------------        ------       ---------------          ------
            (not beyond                          (not beyond
          December 31, 2000)                   December 31, 2000)
                  1                 1.08                6                1.63
                  2                 1.17                7                1.77
                  3                 1.27                8                1.92
                  4                 1.38                9                2.08
                  5                 1.50               10                2.25

Early Commencement Adjustment Factor

        Years Prior to Normal                  Years Prior to Normal
           Retirement Date        Factor          Retirement Date       Factor
           ---------------        ------          ---------------       ------
                  1                 .93                   6              .62
                  2                 .86                   7              .59
                  3                 .79                   8              .56
                  4                 .72                   9              .53
                  5                 .65                  10              .50

Social Security Option Adjustment Factor

        Years Prior to Normal                  Years Prior to Normal
           Retirement Date        Factor           Retirement Date      Factor
           ---------------        ------           ---------------      ------
                  1                 .93                   6              .62
                  2                 .86                   7              .59
                  3                 .79                   8              .56
                  4                 .72                   9              .53
                  5                 .65                  10              .50


================================================================================
187                                 60               CARVER FEDERAL SAVINGS BANK
<PAGE>

                                                                         Table A
--------------------------------------------------------------------------------

                               TABLE A (Continued)

Years Certain and Life Option Adjustment Factor

                Age of Benefit
                 Commencement                  Number of Years Certain
                 ------------                  -----------------------
                                            5        10       15       20
                                           ---       --       --       --
                 Less Than 55              .99      .98      .95      .92
                   55 - 59                 .98      .97      .93      .89
                   60 - 64                 .97      .95      .90      .85
                 65 and Over               .96      .93      .87      .79

Joint and Survivor Adjustment Factor and Contingent Pensioner Option Adjustment
Factor

                                            Joint and Survivor and
                                             Contingent Annuitant
              Age of Participant           Continuation Percentage *
              ------------------           -------------------------
                                           50%       66-2/3%    100%
                                           ---       -------    ----
                 Less Than 55              .92         .89     .85
                   55 - 59                 .91         .88     .84
                   60 - 64                 .90         .87     .82
                 65 and Over               .89         .86     .81

*     Rates shall be reduced (increased) by .01 for each full year by which the
      joint annuitant is younger (older) than the participant by more than three
      years. Maximum factor is .98.

Factors for other than integral years shall be interpolated from the above table
and rounded to nearest .01.

Application of GATT Mortality Table and Interest Rate Assumptions

      Notwithstanding the above provisions of this Table A of the Plan and
      except as provided below with respect to Sections 6.1(C)(3), 6.1(C)(6) and
      6.1(C)(7)(c) and except as otherwise provided in this Table A, effective
      as of January 1, 2000 for purposes of Small Benefits under


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<PAGE>

                                                                         Table A
--------------------------------------------------------------------------------

      Section 13.7(G) of the Plan, the "actuarially equivalent value" shall be
      determined by using (A) the 1983 Group Annuity Mortality Table based on a
      fixed blend of 50% of the male mortality rates and 50% of the female
      mortality rates as described in Section 807(d)(5)(A) of the Code (without
      regard to any other subparagraph of Code Section 807(d)(5) or such other
      mortality table as may be prescribed by the Secretary of the Treasury
      ("GATT Applicable Mortality Table"), and (B) the GATT Applicable Interest
      Rate, as hereafter defined.

      "GATT Applicable Interest Rate" shall mean the interest rate on 30-year
      Treasury securities for the third full calendar month preceding the
      Participant's Termination of Employment, retirement or death, whichever
      applies.

      For purposes of Sections 6.1(C)(3), 6.1(C)(6) and 6.1(C)(7)(c), the GATT
      Applicable Mortality Table and the GATT Applicable Interest Rate shall be
      effective only with respect to benefits accrued after the "Final
      Implementation Date," as defined below. For benefits accrued prior to the
      Final Implementation Date and up to the "Freeze Date," as defined below,
      benefits will be based on the "Old Law Benefit," as defined below:

      "Final Implementation Date" shall mean January 1, 2000.

      "Freeze Date" shall mean December 31, 1999.

      "Old Law Benefit" shall mean the Participant's Accrued Benefit under the
      terms of the Plan as of the Freeze Date. The Old Law Benefit is determined
      for each possible annuity starting date and optional form of benefit based
      on the Participant's Accrued Benefit under the terms of the Plan as of the
      Freeze Date, and applying Section 6.1(C)(3), 6.1(C)(6) and 6.1(C)(7)(c) as
      in effect on December 7, 1994, including the participation requirements
      under Code Section 415(b)(5). In determining the Old Law Benefit, the
      following shall be disregarded:

      (i)   any Plan amendment increasing benefits adopted after the Freeze
            Date; and

      (ii)  any cost of living adjustments that become effective after the
            Freeze Date.

      A Participant's Old Law Benefit will not be increased after the Freeze
      Date, however if the limitations of Code Section 415, as set forth in
      Section 6.1 of the Plan, as in effect on December 7, 1994, are less than
      the limitations that were applied to determine the Participant's Old Law
      Benefit on the Freeze Date, then the Participant's Old Law Benefit will be
      reduced in accordance with such reduced limitation. If at any date after
      the Freeze Date, the Participant's total Plan benefit before the
      application of Code Section 415 is less than the Participant's Old Law
      Benefit, the Old Law Benefit will be reduced to the Participant's total
      Plan benefit.

With reference to Plan benefits determined in accordance with Section 13.7(G)
and the applicable assumptions specified above, after December 31, 1999 and
before the date of adoption of this amended and restated Plan, a Participant
shall be entitled to the greater of: (a) his Accrued Benefit determined under
the Plan in accordance with the applicable Adjustment Factors set forth in
Section


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                                                                         Table A
--------------------------------------------------------------------------------

13.7(G) of the Prior Plan as in effect immediately prior to January 1, 2000, or
(b) his Accrued Benefit determined under the Plan as set forth above in this
Table A.


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