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                                  EXHIBIT 10.3

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                   FLATBUSH FEDERAL SAVINGS & LOAN ASSOCIATION

                          EMPLOYEE STOCK OWNERSHIP PLAN



                       (adopted effective January 1, 2003)

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                   FLATBUSH FEDERAL SAVINGS & LOAN ASSOCIATION
                          EMPLOYEE STOCK OWNERSHIP PLAN


     This Employee Stock Ownership Plan, executed on the ________ day of
______________, 2003, by Flatbush Federal Savings & Loan Association, a
federally chartered stock savings association (the "Association"),


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

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

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

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



ATTEST:



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

<PAGE>

                                 C O N T E N T S

                                                                        Page No.
                                                                        --------
Section 1.    Plan Identity...................................................1
        1.1   Name........................................................... 1
        1.2   Purpose.........................................................1
        1.3   Effective Date..................................................1
        1.4   Fiscal Period...................................................1
        1.5   Single Plan for All Employers...................................1
        1.6   Interpretation of Provisions....................................1
Section 2.    Definitions.....................................................1
Section 3.    Eligibility for Participation...................................6
        3.1   Initial Eligibility.............................................6
        3.2   Definition of Eligibility Year..................................7
        3.3   Terminated Employees............................................7
        3.4   Certain Employees Ineligible....................................7
        3.5   Participation and Reparticipation...............................7
        3.6   Omission of Eligible Employee...................................7
Section 4.    Contributions and Credits.......................................8
        4.1   Discretionary Contributions.....................................8
        4.2   Contributions for Stock Obligations.............................8
        4.3   Conditions as to Contributions..................................8
        4.4   Rollover Contributions..........................................8
Section 5.    Limitations on Contributions and Allocations....................9
        5.1   Limitation on Annual Additions..................................9
        5.2   Effect of Limitations..........................................10
        5.3   Limitations as to Certain Participants.........................10
Section 6.    Trust Fund and Its Investment..................................11
        6.1   Creation of Trust Fund.........................................11
        6.2   Stock Fund and Investment Fund.................................11
        6.3   Acquisition of Stock...........................................11
        6.4   Participants' Option to Diversify..............................12
Section 7.    Voting Rights and Dividends on Stock...........................13
        7.1   Voting and Tendering of Stock..................................13
        7.2   Dividends on Stock.............................................14
Section 8.    Adjustments to Accounts........................................14
        8.1   Adjustments for Transactions...................................14
        8.2   Valuation of Investment Fund...................................14
        8.3   Adjustments for Investment Experience..........................14
Section 9.    Vesting of Participants' Interests.............................15
        9.1   Deferred Vesting in Accounts...................................15
        9.2   Computation of Vesting Years...................................15
        9.3   Full Vesting Upon Certain Events...............................16
        9.4   Full Vesting Upon Plan Termination.............................16
        9.5   Forfeiture, Repayment, and Restoral............................17
        9.6   Accounting for Forfeitures.....................................17
        9.7   Vesting and Nonforfeitability..................................17
Section 10.   Payment of Benefits............................................17
        10.1  Benefits for Participants......................................17
        10.2  Time for Distribution..........................................18

                                        i

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                <C>
        10.3  Marital Status.......................................................19
        10.4  Delay in Benefit Determination.......................................19
        10.5  Accounting for Benefit Payments......................................19
        10.6  Options to Receive Stock or cash.....................................19
        10.7  Restrictions on Disposition of Stock.................................20
        10.8  Continuing Loan Provisions; Creations of Protections and Rights......20
        10.9  Direct Rollover of Eligible Distribution.............................20
        10.10 Waiver of 30-Day Period After Notice of Distribution.................21
Section 11.   Rules Governing Benefit Claims and Review of Appeals.................21
        11.1  Claim for Benefits...................................................21
        11.2  Notification by Committee............................................22
        11.3  Claims Review Procedure..............................................22
Section 12.   The Committee and its Functions......................................22
        12.1  Authority of Committee...............................................22
        12.2  Identity of Committee................................................22
        12.3  Duties of Committee..................................................23
        12.4  Valuation of Stock...................................................23
        12.5  Compliance with ERISA................................................23
        12.6  Action by Committee..................................................23
        12.7  Execution of Documents...............................................23
        12.8  Adoption of Rules....................................................23
        12.9  Responsibilities to Participants.....................................24
        12.10 Alternative Payees in Event of Incapacity............................24
        12.11 Indemnification by Employers.........................................24
        12.12 Nonparticipation by Interested Member................................24
Section 13.   Adoption, Amendment, or Termination of the Plan......................24
        13.1  Adoption of Plan by Other Employers..................................24
        13.2  Plan Adoption Subject to Qualification...............................24
        13.3  Right to Amend or Terminate..........................................25
Section 14.   Miscellaneous Provisions.............................................25
        14.1  Plan Creates No Employment Rights....................................25
        14.2  Nonassignability of Benefits.........................................25
        14.3  Limit of Employer Liability..........................................25
        14.4  Treatment of Expenses................................................25
        14.5  Number and Gender....................................................25
        14.6  Nondiversion of Assets...............................................26
        14.7  Separability of Provisions...........................................26
        14.8  Service of Process...................................................26
        14.9  Governing State Law..................................................26
        14.10 Employer Contributions Conditioned on Deductibility..................26
        14.11 Unclaimed Accounts...................................................26
        14.12 Qualified Domestic Relations Order...................................26
Section 15.   Top-Heavy Provisions.................................................27
        15.1  Top-Heavy Plan.......................................................27
        15.2  Super Top-Heavy Plan.................................................27
        15.3  Definitions..........................................................28
        15.4  Top-Heavy Rules of Application.......................................28
        15.5  Minimum Contributions................................................29
        15.6  Minimum Vesting......................................................31
        15.7  Top-Heavy Provisions Control in Top-Heavy Plan.......................30

                                            ii
</TABLE>

<PAGE>

                   FLATBUSH FEDERAL SAVINGS & LOAN ASSOCIATION
                          EMPLOYEE STOCK OWNERSHIP PLAN

SECTION 1. PLAN IDENTITY.

     1.1    NAME. The name of this Plan is "Flatbush Federal Savings & Loan
Association Employee Stock Ownership Plan."

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

     1.3    EFFECTIVE DATE. The Effective Date of this Plan is January 1, 2003.

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

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

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

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

SECTION 2. DEFINITIONS.

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

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

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

     "ASSOCIATION" means Flatbush Federal Savings & Loan Association and any
entity which succeeds to the business of Flatbush Federal Savings & Loan
Association and adopts this Plan as its own pursuant to Section 13.1 of the
Plan.

<PAGE>

     "BENEFICIARY" means the person or persons who are designated by a
Participant to receive benefits payable under the Plan on the Participant's
death. In the absence of any designation or if all the designated Beneficiaries
shall die before the Participant dies or shall die before all benefits have been
paid, the Participant's Beneficiary shall be his surviving Spouse, if any, or
his estate if he is not survived by a Spouse. The Committee may rely upon the
advice of the Participant's executor or administrator as to the identity of the
Participant's Spouse.

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

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

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

     "COMPANY" means Flatbush Federal Bancorp, Inc., the holding company of the
Association, and any successor entity which succeeds to the business of the
Company.

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

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

     "EFFECTIVE DATE" means January 1, 2003.

                                       2
<PAGE>

     "EMPLOYEE" means any individual who is or has been employed or
self-employed by an Employer. "Employee" also means an individual employed by a
leasing organization who, pursuant to an agreement between an Employer and the
leasing organization, has performed services for the Employer and any related
persons (within the meaning of Section 414(n)(6) of the Code) on a substantially
full-time basis for more than one year, if such services are performed under the
primary direction or control of the Employer. However, such a "leased employee"
shall not be considered an Employee if (i) he participates in a money purchase
pension plan sponsored by the leasing organization which provides for immediate
participation, immediate full vesting, and an annual contribution of at least 10
percent of the Employee's 415 Compensation, and (ii) leased employees do not
constitute more than 20 percent of the Employer's total work force (including
leased employees, but excluding Highly Paid Employees and any other Employees
who have not performed services for the Employer on a substantially full-time
basis for at least one year).

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

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

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

     "415 COMPENSATION"

          (a)  shall mean wages, as defined in Code Section 3401(a) for purposes
     of income tax withholding at the source.

          (b)  Any elective deferral as defined in Code Section 402(g)(3) (any
     Employer contributions made on behalf of a Participant to the extent not
     includible in gross income and any Employer contributions to purchase an
     annuity contract under Code Section 403(b) under a salary reduction
     agreement) and any amount which is contributed or deferred by the Employer
     at the election of the Participant and which is not includible in gross
     income of the Participant by reason of Code Section 125 (Cafeteria Plan),
     Code Section 457 or 132(f)(4) shall also be included in the definition of
     415 Compensation.

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

     "HIGHLY PAID EMPLOYEE" for any Plan Year means an Employee who, during
either that or the immediately preceding Plan Year was at any time a five
percent owner of the Employer (as defined in Code Section 416(i)(1)) or, during
the immediately preceding Plan Year, had 415 Compensation exceeding $90,000 and
was among the most highly compensated one-fifth of all Employees (the $90,000
amount is adjusted at the same time and in the same manner as under Code Section
415(d), provided, however, the base period is the calendar quarter ending
September 30, 1996). For these purposes, "the most highly compensated one-fifth
of all Employees" shall be determined by taking into account all individuals
working for all related Employer entities described in the definition of
"Service," but excluding any individual who has not completed six

                                       3
<PAGE>

months of Service, who normally works fewer than 17-1/2 hours per week or in
fewer than six months per year, who has not reached age 21, whose employment is
covered by a collective bargaining agreement, or who is a nonresident alien who
receives no earned income from United States sources. The applicable year for
which a determination is being made is called a "determination year" and the
preceding 12-month period is called a look-back year.

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

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

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

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

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

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

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

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

     "INVESTMENT FUND" means that portion of the Trust Fund consisting of assets
other than Stock. Notwithstanding the above, assets from the Investment Fund may
be used to purchase Stock in the open market

                                       4
<PAGE>

or otherwise, or used to pay on the Stock Obligation, and shares so purchased
will be allocated to a Participant's Stock Fund.

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

     "NORMAL RETIREMENT DATE" means the later of (i) the date on which a
Participant attains age 65 and (ii) the 5th anniversary of the time a
Participant commenced participation in the Plan.

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

     "PLAN YEAR" means the twelve-month period commencing January 1 and ending
December 31, 200__ and each period of 12 consecutive months beginning on January
1 of each succeeding year.

     "RECOGNIZED ABSENCE" means a period for which --

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

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

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

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

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

                                       5
<PAGE>

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

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

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

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

            (ii)  to repay such Stock Obligation; or

            (iii) to repay a prior exempt loan.

     "TRUST" or "Trust Fund" means the trust fund created under this Plan.

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

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

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

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

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

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

SECTION 3.  ELIGIBILITY FOR PARTICIPATION.

     3.1    INITIAL ELIGIBILITY. An Employee shall enter the Plan as of the
Entry Date coincident with or next following the later of the following dates:

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

                                       6
<PAGE>

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

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

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

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

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

     3.4    CERTAIN EMPLOYEES INELIGIBLE.

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

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

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

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

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

                                       7
<PAGE>

SECTION 4.  CONTRIBUTIONS AND CREDITS.

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

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

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

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

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

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

                                       8
<PAGE>

SECTION 5.  LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS.

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

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

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

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

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

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

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

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

                                       9
<PAGE>

     the allocation of the excess amounts remaining in the Unallocated Stock
     Fund subsequent to a sale of stock from such fund in accordance with a
     transaction described in Section 8.1 of the Plan.

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

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

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

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

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

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

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

     This restriction shall apply at all times to a Participant who owns (taking
into account the attribution rules under Section 318(a) of the Code, without
regard to the exception for employee plan trusts in Section

                                       10
<PAGE>

318(a)(2)(B)(i) more than 25 percent of any class of stock of a corporation
which issued the Stock acquired by the Plan, or another corporation within the
same controlled group, as defined in Section 409(l)(4) of the Code (any such
class of stock hereafter called a "Related Class"). For this purpose, a
Participant who owns more than 25 percent of any Related Class at any time
within the one year preceding the Plan's purchase of the Stock shall be subject
to the restriction as to all allocations of the Stock, but any other Participant
shall be subject to the restriction only as to allocations which occur at a time
when he owns more than 25 percent of any Related Class.

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

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

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

     SECTION 6.   TRUST FUND AND ITS INVESTMENT.

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

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

     6.3    ACQUISITION OF STOCK. From time to time the Committee may, in its
sole discretion, direct the Trustee to acquire Stock from the issuing Employer
or from shareholders, including shareholders who are or have been Employees,
Participants, or fiduciaries with respect to the Plan. The Trustee shall pay for
such Stock no more than its fair market value, which shall be determined
conclusively by the Committee pursuant to

                                       11
<PAGE>

Section 12.4. The Committee may direct the Trustee to finance the acquisition of
Stock by incurring or assuming indebtedness to the seller or another party which
indebtedness shall be called a "Stock Obligation." The term "Stock Obligation"
shall refer to a loan made to the Plan by a disqualified person within the
meaning of Section 4975(e)(2) of the Code, or a loan to the Plan which is
guaranteed by a disqualified person. A Stock Obligation includes a direct loan
of cash, a purchase-money transaction, and an assumption of an obligation of a
tax-qualified employee stock ownership plan under Section 4975(e)(7) of the Code
("ESOP"). For these purposes, the term "guarantee" shall include an unsecured
guarantee and the use of assets of a disqualified person as collateral for a
loan, even though the use of assets may not be a guarantee under applicable
state law. An amendment of a Stock Obligation in order to qualify as an "exempt
loan" is not a refinancing of the Stock Obligation or the making of another
Stock Obligation. The term "exempt loan" refers to a loan that satisfies the
provisions of this paragraph. A "non-exempt loan" fails to satisfy this
paragraph. Any Stock Obligation shall be subject to the following conditions and
limitations:

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

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

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

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

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

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

                                       12
<PAGE>

in the Plan. A Participant's election to diversify his Account may be made
within each year of the qualified election period and shall continue for the
90-day period immediately following the last day of each year in the qualified
election period. Once a Participant makes such election, the Plan must complete
diversification in accordance with such election within 90 days after the end of
the period during which the election could be made for the Plan Year. In the
discretion of the Committee, the Plan may satisfy the diversification
requirement by any of the following methods:

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

            6.4-2  The Plan may offer the Participant at least three other
     distinct investment options, if available under the Plan. The other
     investment options shall satisfy the requirements of Regulations under
     Section 404(c) of ERISA.

            6.4-3  The Plan may transfer the portion of the Participant's
     Account subject to the diversification election to another qualified
     defined contribution plan of the Employer that offers at least three
     investment options satisfying the requirements of the Regulations under
     Section 404(c) of ERISA.

SECTION 7.  VOTING RIGHTS AND DIVIDENDS ON STOCK.

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

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

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

                                       13
<PAGE>

     7.2    DIVIDENDS ON STOCK. Dividends on Stock which are received by the
Trustee in the form of additional Stock shall be retained in the Stock Fund, and
shall be allocated among the Participant's Accounts and the Unallocated Stock
Fund in accordance with their holdings of the Stock on which the dividends have
been paid. Dividends on Stock credited to Participants' Accounts which are
received by the Trustee in the form of cash shall, at the direction of the
Employer paying the dividends, either (i) be credited to the Accounts in
accordance with Section 8.3 and invested as part of the Investment Fund, (ii) be
distributed immediately to the Participants in proportion with the Participants'
Stock Fund Account balance (iii) be distributed to the Participants within 90
days of the close of the Plan Year in which paid in proportion with the
Participants' Stock Fund Account balance or (iv) be used to make payments on the
Stock Obligation. If dividends on Stock allocated to a Participant's Account are
used to repay the Stock Obligation, Stock with a fair market value equal to the
dividends so used must be allocated to such Participant's Account in lieu of the
dividends. Dividends on Stock held in the Unallocated Stock Fund which are
received by the Trustee in the form of cash shall be allocated to Participants'
Investment Fund Accounts (pro rata based on the Participant's Account balance in
relation to all Participants' Account balances) and shall be applied as soon as
practicable to payments of principal and interest under the Stock Obligation
incurred with the purchase of the Stock.

SECTION 8.  ADJUSTMENTS TO ACCOUNTS.

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

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

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

                                       14
<PAGE>

SECTION 9.  VESTING OF PARTICIPANTS' INTERESTS.

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

                 Vesting Years               Percentage of Interest Vested
                 -------------               -----------------------------
                 Fewer than 5                                0%
                   5 or more                               100%

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

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

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

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

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

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

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

            9.2-5  If any amendment changes the vesting schedule, including an
     automatic change to or from a top-heavy vesting schedule, any Participant
     with three (3) or more Vesting Years may, by filing a written request with
     the Employer, elect to have his vested percentage computed under the
     vesting schedule in effect prior to the amendment. The election period must
     begin not later than the later of sixty (60) days after the amendment is
     adopted, the amendment becomes effective, or the Participant is issued
     written notice of the amendment by the Employer or the Committee.

                                       15
<PAGE>

     9.3    FULL VESTING UPON CERTAIN EVENTS.

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

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

            9.3-3  Upon a Change in Control described in 9.3-2, the Plan shall
     be terminated and the Plan Administrator shall direct the Trustee to sell a
     sufficient amount of Stock from the Unallocated Stock Fund to repay any
     outstanding Stock Obligation in full. The proceeds of such sale shall be
     used to repay such Stock Obligation. After repayment of the Stock
     Obligation, all remaining shares in the Unallocated Stock Fund (or the
     proceeds thereof, if applicable) shall be deemed to be earnings and shall
     be allocated in accordance with the requirements of Section 8.1.

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

                                       16
<PAGE>

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

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

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

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

SECTION 10. PAYMENT OF BENEFITS.

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

            10.1-1  By payment in a lump sum, in accordance with Section 10.2;
     or

            10.2-2  By payment in a series of substantially equal annual
     installments over a period not to exceed five (5) years, provided the
     maximum period over which the distribution of a Participant's Account may
     be made shall be extended by 1 year, up to five (5) additional years, for
     each $160,000 (or fraction thereof) by which such Participant's Account
     balance exceeds $800,000 (the aforementioned figures are subject to
     cost-of-living adjustments prescribed by the Secretary of the Treasury
     pursuant to Section 409(o)(2) of the Code).

     The Participant shall elect the manner in which his vested Account balance
     will be distributed to him. If a Participant so desires, he may direct how
     his benefits are to be paid to his Beneficiary. If a deceased Participant
     did not file a direction with the Committee, the Participant's benefits
     shall be

                                       17
<PAGE>

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

     10.2   TIME FOR DISTRIBUTION.

            10.2-1  If the Participant and, if applicable, with the consent of
     the Participant's spouse, elects the distribution of the Participant's
     Account balance in the Plan, distribution shall commence as soon as
     practicable following his termination of Service, but no later than one
     year after the close of the Plan Year:

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

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

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

            (i)     the Participant attains the age of 65;

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

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

            10.2-3  Notwithstanding anything to the contrary, (1) with respect
     to a 5-percent owner (as defined in Code Section 416), distribution of a
     Participant's Account shall commence (whether or not he remains in the
     employ of the Employer) not later than the April 1 of the calendar year
     next following the calendar year in which the Participant attains age 70
     1/2, and (2) with respect to all other Participants, payment of a
     Participant's benefit will commence not later than April 1 of the calendar
     year following the calendar year in which the Participant attains age 70
     1/2, or, if later, the year in which the Participant retires. A
     Participant's benefit from that portion of his Account committed to the
     Investment Fund shall be calculated on the basis of the most recent
     Valuation Date before the date of payment.

            10.2-4  Distribution of a Participant's Account balance after his
     death shall comply with the following requirements:

                                       18
<PAGE>

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

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

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

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

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

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

     10.6   OPTIONS TO RECEIVE STOCK OR CASH. Unless ownership of virtually all
Stock is restricted to active Employees and qualified retirement plans for the
benefit of Employees pursuant to the certificates of incorporation or by-laws of
the Employers issuing Stock, a terminated Participant or the Beneficiary of a
deceased Participant may instruct the Committee to distribute the Participant's
entire vested interest in his Account in the form of cash or Stock or a
combination thereof. In the event the Participant elects to receive all Stock,
the Committee shall apply the Participant's vested interest in the Investment
Fund to purchase sufficient Stock from the Stock Fund or from any owner of Stock
to make the required distribution.

     Any Participant who receives Stock pursuant to Section 10.1, and any person
who has received Stock from the Plan or from such a Participant by reason of the
Participant's death or incompetency, by reason of divorce or separation from the
Participant, or by reason of a rollover contribution described in Section
402(a)(5) of the Code, shall have the right to require the Employer which issued
the Stock to purchase the Stock for its current fair market value (hereinafter
referred to as the "put right"). The put right shall be exercisable by written
notice to the Committee during the first 60 days after the Stock is distributed
by the Plan, and, if not exercised in that period, during the first 60 days in
the following Plan Year after the Committee has communicated to the Participant
its determination as to the Stock's current fair market value.

                                       19
<PAGE>

However, the put right shall not apply to the extent that the Stock, at the time
the put right would otherwise be exercisable, may be sold on an established
market in accordance with federal and state securities laws and regulations.
Similarly, the put option shall not apply with respect to the portion of a
Participant's Account which the Employee elected to have reinvested under Code
Section 401(a)(28)(B). If the put right is exercised, the Trustee may, if so
directed by the Committee in its sole discretion, assume the Employer's rights
and obligations with respect to purchasing the Stock. Notwithstanding anything
herein to the contrary, in the case of a plan established by a bank (as defined
in Code Section 581), the put option shall not apply if prohibited by a federal
or state law and Participants are entitled to elect their benefits be
distributed in cash.

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

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

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

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

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

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

                                       20
<PAGE>

distribution paid directly to an eligible retirement plan specified by the
Participant or distributee in a direct rollover.

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

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

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

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

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

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

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

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

     11.1   CLAIM FOR BENEFITS. Any Participant or Beneficiary who qualifies for
the payment of benefits shall file a claim for his benefits with the Committee
on a form provided by the Committee. The claim,

                                       21

<PAGE>

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

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

            (i)    each specific reason for the denial;

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

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

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

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

SECTION 12. THE COMMITTEE AND ITS FUNCTIONS.

     12.1   AUTHORITY OF COMMITTEE. The Committee shall be the "plan
administrator" within the meaning of ERISA and shall have exclusive
responsibility and authority to control and manage the operation and
administration of the Plan, including the interpretation and application of its
provisions, except to the extent such responsibility and authority are otherwise
specifically (i) allocated to the Association, the Employers, or the Trustee
under the Plan and Trust Agreement, (ii) delegated in writing to other persons
by the Association, the Employers, the Committee, or the Trustee, or (iii)
allocated to other parties by operation of law. The Committee shall have
exclusive responsibility regarding decisions concerning the payment of benefits
under the Plan. The Committee shall have no investment responsibility with
respect to the Investment Fund except to the extent, if any, specifically
provided in the Trust Agreement. In the discharge of its duties, the Committee
may employ accountants, actuaries, legal counsel, and other agents (who also may
be employed by an Employer or the Trustee in the same or some other capacity)
and may pay their reasonable expenses and compensation.

     12.2   IDENTITY OF COMMITTEE. The Committee shall consists of three or more
individuals selected by the Association. Any individual, including a director,
trustee, shareholder, officer, or Employee of an

                                       22
<PAGE>

Employer, shall be eligible to serve as a member of the Committee. The
Association shall have the power to remove any individual serving on the
Committee at any time without cause upon 10 days written notice, and any
individual may resign from the Committee at any time upon 10 days written notice
to the Association. The Association shall notify the Trustee of any change in
membership of the Committee.

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

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

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

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

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

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

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

                                       23
<PAGE>

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

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

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

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

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

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

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

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<PAGE>

and this Plan shall be terminated. In the event that this Plan is amended after
its initial qualification and the Plan as amended is held by the Internal
Revenue Service not to qualify under Section 401(a), the amendment may be
modified retroactively to the earliest date permitted by U.S. Treasury
Regulations in order to secure approval of the amendment under Section 401(a).

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

SECTION 14. MISCELLANEOUS PROVISIONS.

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

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

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

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

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

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<PAGE>

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

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

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

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

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

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

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

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

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

     14.12  QUALIFIED DOMESTIC RELATIONS ORDER. Section 14.2 shall not apply to
a "qualified domestic relations order" defined in Code Section 414(p), and such
other domestic relations orders permitted to be so treated under the provisions
of the Retirement Equity Act of 1984. Further, to the extent provided under a
"qualified domestic relations order," a former Spouse of a Participant shall be
treated as the Spouse or surviving Spouse for all purposes under the Plan.

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

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

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<PAGE>

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

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

SECTION 15. TOP-HEAVY PROVISIONS.

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

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

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

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

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

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

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

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<PAGE>

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

     15.3   DEFINITIONS.

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

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

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

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

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

            15.3-5 A "permissive aggregation group" includes the required
     aggregation group of Plans plus any other qualified Plan(s) of the Employer
     that are not required to be aggregated but which, when considered as a
     group with the required aggregation group, satisfy the requirements of Code
     Sections 401(a)(4) and 410 and are comparable to the Plans in the required
     aggregation group. No Plan in the permissive aggregation group will be
     considered a top-heavy Plan if the permissive aggregation group is not a
     top-heavy group. Only a Plan that is part of the required aggregation group
     will be considered a top-heavy Plan if the permissive aggregation group is
     top-heavy.

     15.4   TOP-HEAVY RULES OF APPLICATION.

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<PAGE>

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

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

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

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

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

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

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

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

            15.4-8 The present value of the accrued benefits or the amount of
     the Account balances of any Employee participating in this Plan shall not
     include any rollover contributions or other transfers voluntarily initiated
     by the Employee except as described below. If this Plan transfers or rolls
     over funds to another Plan in a transaction voluntarily initiated by the
     Employee, then this Plan shall count the distribution for purposes of
     determining Account balances or the present value of accrued benefits. A
     transfer incident to a merger or consolidation of two or more Plans of the
     Employer (including Plans of related Employers treated as a single Employer
     under Code Section 414), or a transfer or rollover between Plans of the
     Employer, shall not be considered as voluntarily initiated by the Employee.

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

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<PAGE>

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

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

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

     15.6   MINIMUM VESTING. For any Plan Year in which this Plan is Top-Heavy,
a Participant's vested interest in his Account shall be based on the following
"top-heavy table":

               Vesting Years             Percentage of Interest Vested
               -------------             -----------------------------
               Fewer than 3                             0%
                 3 or more                            100%

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












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