Exhibit 10(xxiv)
----------------











                           MONROE BANCORP THRIFT PLAN


      (As Amended and Restated Generally Effective as of January 1, 2007)
















                               Krieg DeVault LLP
                         One Indiana Square, Suite 2800
                          Indianapolis, IN 46204-2079
                              www.kriegdevault.com

<PAGE>

                                  ADOPTION OF
                           MONROE BANCORP THRIFT PLAN
                           --------------------------

      (As Amended and Restated Generally Effective as of January 1, 2007)

       Pursuant to resolutions adopted by the Board of Directors of Monroe
Bancorp (the "Company") on December 20, 2007, the undersigned officers of
the Company hereby adopt the Monroe Bancorp Thrift Plan (As Amended and Restated
Generally Effective as of January 1, 2007) on behalf of the Company, in the form
attached hereto.

       Dated this 20th day of December, 2007.


                                            MONROE BANCORP


                                            By /s/ Mark D. Bradford
                                               -------------------------------
                                               Mark D. Bradford, President/CEO
ATTEST:



Its /s/ R. Scott Walters
    ---------------------------
    R. Scott Walters, Secretary

<PAGE>

                                    CONTENTS
                                    --------
SECTION                                                                     Page
-------                                                                     ----

ARTICLE I INTRODUCTION .....................................................  1
  Section 1.1 Purpose.......................................................  1

  Section 1.2 Effective Date ...............................................  1

  Section 1.3 Employers and Affiliates......................................  1

  Section 1.4 Plan Administration; Plan Year................................  1

  Section 1.5 Funding of Benefits...........................................  1

  Section 1.6 Examination of Documents......................................  2

  Section 1.7 Contributions Not Dependent Upon Profits......................  2

  Section 1.8 Plan Supplements..............................................  2

  Section 1.9 Definition References ........................................  2

ARTICLE II PARTICIPATION AND SERVICE........................................  5
  Section 2.1 Eligibility for Participation ................................  5

  Section 2.2 Commencement of Participation.................................  5

  Section 2.3 Duration of Participation.....................................  6

  Section 2.4 Restricted Participation and Reemployment.....................  6

  Section 2.5 Service.......................................................  7

  Section 2.6 Military Service .............................................  8

  Section 2.7 Notice of Participation.......................................  8

ARTICLE III DEFERRALS.......................................................  9
  Section 3.1 Compensation Deferrals........................................  9

  Section 3.2 Catch-Up Contributions........................................ 10

  Section 3.3 Roth 401(k) Contribution Elections............................ 10

  Section 3.4 Changes in Rate of Deferrals.................................. 11

  Section 3.5 Deferral Elections ........................................... 11


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SECTION                                                                     Page
-------                                                                     ----

ARTICLE IV CONTRIBUTIONS ................................................... 12
    Section 4.1 Deferral Contributions ..................................... 12

    Section 4.2 Safe Harbor Matching Contributions.......................... 12

    Section 4.3 Profit Sharing Contributions................................ 12

    Section 4.4 Limitations on Contributions................................ 13

    Section 4.5 Payment of Contributions ................................... 13

    Section 4.6 Rollover Contributions...................................... 13

    Section 4.7 Direct Transfers............................................ 13

ARTICLE V ALLOCATIONS TO PARTICIPANTS ...................................... 15
    Section 5.1 Individual Accounts ........................................ 15

    Section 5.2 Accounting Date ............................................ 15

    Section 5.3 Account Adjustments......................................... 15

    Section 5.4 Crediting of Deferral Contributions......................... 16

    Section 5.5 Crediting of Safe Harbor Matching Contributions ............ 17

    Section 5.6 Allocation of Profit Sharing Contributions.................. 17

    Section 5.7 Compensation ............................................... 17

    Section 5.8 Maximum Additions .......................................... 18

    Section 5.9 Investment Funds............................................ 19

    Section 5.10 Quarterly Statement to Participants ....................... 19

ARTICLE VI DISTRIBUTION OF BENEFITS......................................... 20
    Section 6.1 Retirement or Disability.................................... 20

    Section 6.2 Death....................................................... 20

    Section 6.3 Resignation or Dismissal ................................... 20

    Section 6.4 Remainders and Reinstatement of Remainders ................. 21

    Section 6.5 Payment of Benefits......................................... 21

                                       ii
<PAGE>

SECTION                                                                     Page
-------                                                                     ----

    Section 6.6  Manner of Payment.......................................... 23

    Section 6.7  Death Distribution Provisions.............................. 23

    Section 6.8 Designation of Beneficiary ................................. 24

    Section 6.9  Direct Rollovers........................................... 24

    Section 6.10 Loans...................................................... 25

ARTICLE VII PLAN ADMINISTRATION............................................. 26
    Section 7.1  Plan Administrator ........................................ 26

    Section 7.2  Committee Membership....................................... 26

    Section 7.3  Appointment, Resignation, Removal of Committee Members..... 26

    Section 7.4  Committee Procedures....................................... 26

    Section 7.5  Committee Powers and Duties................................ 26

    Section 7.6  Committee Rules and Decisions.............................. 27

    Section 7.7  Facility of Payment........................................ 27

    Section 7.8  Missing Participants and Beneficiaries..................... 27

    Section 7.9  Claims and Review Procedures .............................. 28

    Section 7.10 Plan Expenses ............................................. 28

    Section 7.11 Fiduciary Responsibilities................................. 28

ARTICLE VIII MISCELLANEOUS.................................................. 29
    Section 8.1  Nonguarantee of Employment................................. 29

    Section 8.2  Rights to Trust Assets .................................... 29

    Section 8.3  Nonalienation of Benefits ................................. 29

    Section 8.4 Applicable State Law........................................ 29

    Section 8.5  Illegal or Invalid Provisions.............................. 29

    Section 8.6 Gender and Number........................................... 29

    Section 8.7 Execution in Counterparts................................... 29


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<PAGE>

SECTION                                                                     Page
-------                                                                     ----

    Section 8.8  Waiver of Notice........................................... 29

    Section 8.9  Action by the Employers ................................... 29

    Section 8.10 Indemnification............................................ 30

    Section 8.11 Nonguarantee of Funds...................................... 30

    Section 8.12 Qualified Domestic Relations Orders........................ 30

ARTICLE IX AMENDMENT AND TERMINATION ....................................... 31
    Section 9.1  Amendment.................................................. 31

    Section 9.2  Termination................................................ 31

    Section 9.3  Termination Procedures .................................... 31

ARTICLE X SUCCESSORS, MERGERS AND PLAN ASSETS............................... 32
    Section 10.1 Successors................................................. 32

    Section 10.2 Plan Mergers, Consolidations and Transfers ................ 32

    Section 10.3 Plan Assets ............................................... 32

ARTICLE XI PARTICIPATION BY AFFILIATES...................................... 33
    Section 11.1 Affiliate Participation.................................... 33

    Section 11.2 Company Action Binding on Other Employers.................. 33

SUPPLEMENT A Claims and Review Procedures .................................. A-1

SUPPLEMENT B Limitations on Compensation Deferral Contributions ............ B-1

SUPPLEMENT C Top-Heavy Provisions .......................................... C-1

SUPPLEMENT D Loans ......................................................... D-1

SUPPLEMENT E Minimum Distribution Requirements.............................. E-1




                                       iv
<PAGE>

                           MONROE BANCORP THRIFT PLAN
                           --------------------------

      (As Amended and Restated Generally Effective as of January 1, 2007)

                                   ARTICLE I
                                   ---------

                                  Introduction
                                  ------------

         Section 1.1    Purpose. The Monroe Bancorp Thrift Plan (the "Plan") is
maintained by Monroe Bancorp (the "Company") to assist its eligible employees,
and the eligible employees of any other Employer under the Plan, in providing
for their future financial security by deferring a portion of their Compensation
and having those funds accumulated under the Plan, and by sharing in the
contributions from the Employers. The Plan is intended to meet the provisions of
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code").

         Section 1.2    Effective Date. The Plan was originally established by
the Company effective January 1, 1986 (the "Original Effective Date"). The
"Effective Date" of the Plan, as amended and restated, is January 1, 2007,
unless otherwise specified in the Plan or required by applicable law. The
provisions of the Plan as restated only apply to an individual employed by an
Employer on or after the Effective Date. The rights and benefits, if any, of an
employee whose employment with the Employers terminated before the Effective
Date will be determined in accordance with the terms of the Plan as of the date
of his termination; provided, however, that if a Participant's benefits were not
fully distributed prior to the Effective Date, then the provisions of the Plan
as restated herein will govern the subsequent investment and distribution of
those benefits.

         Section 1.3    Employers and Affiliates. Any Affiliate may adopt the
Plan for the benefit of its employees with the Company's consent in accordance
with Section 11.1. For purposes of this Plan, the term "Affiliate" means the
Company and any other corporation or trade or business whose employees are
treated as being employed by the Company under Code Section 414(b), 414(c),
414(m) or 414(o). The Company and each other Affiliate that adopts the Plan are
referred to as the "Employers" and sometimes individually as an "Employer."

         Section 1.4    Plan Administration; Plan Year. The Plan is administered
by the Company or, if the Company so elects, by a Committee (the "Committee"),
as described in Article VII, on the basis of a "Plan Year" which is the
twelve-month period commencing on each January 1 and ending on the following
December 31. Any notice or document required to be given to or filed with an
Employer or the Committee will be properly given or filed if delivered or
mailed, by registered mail, postage prepaid, to:

                             The Benefits Committee
                               c/o Monroe Bancorp
                                 P.O. Box 2329
                              Bloomington IN 47402

         Section 1.5    Funding of Benefits. Funds contributed under the Plan
will be held and invested, until distribution, by one or more trustees (the
"Trustee") appointed by the Company, in



                                       1
<PAGE>

accordance with the terms of one or more Trust agreements (the "Trust") between
the Company and the Trustee which implement and form a part of the Plan. The
provisions of and benefits under the Plan are subject to the terms and
provisions of the Trust.

       Section 1.6     Examination of Documents. Copies of the Plan and Trust,
and any amendments of either document, will be made available at the principal
office of each Employer where they may be examined by any Participant or other
person entitled to benefits under the Plan.

       Section 1.7     Contributions Not Dependent Upon Profits. The Plan is
intended to qualify as a profit sharing plan under Code Section 401(a). However,
contributions under the Plan may be made without regard to an Employer's current
or accumulated profits.

       Section 1.8     Plan Supplements. The provisions of the Plan may be
modified by supplements to the Plan. The terms and provisions of each supplement
are a part of the Plan and supersede any other provisions of the Plan to the
extent necessary to eliminate any inconsistencies between the supplement and any
other Plan provisions.

       Section 1.9     Definition References. The following terms are defined in
the Plan in the following sections:

     Term...............................................Plan Section
     ----                                               ------------

     Account ...........................................   5.1
     Accounting Date ...................................   5.2
     Actual Deferral Percentage.........................   B-4
     Adverse Benefit Determination .....................   A-3
     Affiliate..........................................   1.3
     Aggregated Plan....................................   C-5(a)
     Alternate Payee....................................   8.12
     Annual Addition....................................   5.8
     Annual Dollar Limitation...........................   B-2(a)
     Authorized Leave of Absence........................   2.5(f)
     Beneficiary........................................   6.8
     Benefit Claim......................................   A-1
     Catch-Up Contributions.............................   3.2
     Claimant...........................................   A-1
     Code...............................................   1.1
     Committee..........................................   1.4
     Company............................................   1.1
     Compensation ......................................   5.7
     Compensation Cap...................................   5.7
     Compensation Deferral Contribution.................   4.1
     Compensation Deferrals.............................   3.1
     Covered Employee...................................   2.1(a)(iii)
     Deferral Contribution Account .....................   5.1(a)
     Deferral Entry Date................................   2.2



                                       2
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     Determination Date.................................   C-2
     Direct Rollover....................................   6.9
     Disability Claim...................................   A-2
     Distributee........................................   6.9
     ESOP...............................................   3.1(b)
     ESOP Transfer Account .............................   5.1
     Effective Date ....................................   1.2
     Elective Deferral..................................   B-2(c)
     Eligible Participant...............................   5.6
     Eligible Retirement Plan...........................   6.9
     Eligible Rollover Distribution.....................   6.9
     Eligibility Period.................................   2.5(b)
     Employer...........................................   1.3
     Entry Date.........................................   2.2
     Highly Compensated Employee .......................   B-5
     Hour of Service....................................   2.5(c)
     Inactive Participant ..............................   2.4
     Investment Funds...................................   5.9
     Key Employee.......................................   C-3(a)
     Married Participant ...............................   6.8
     Non-Key Employee ..................................   C-3(b)
     Non-Spouse Beneficiary.............................   6.9
     Normal Retirement Age..............................   6.1
     One-Year Break in Service .........................   2.5(e)
     Original Effective Date............................   1.2
     Participant .......................................   2.2
     Percentage Limitation..............................   B-4
     Plan ..............................................   1.1
     Plan Termination Date .............................   9.3
     Plan Year .........................................   1.4
     Predecessor Employer...............................   2.5(d)
     Profit Sharing Contribution .......................   4.3
     Profit Sharing Contribution Account ...............   5.1(c)
     Qualified Domestic Relations Order.................   8.12
     Reemployed Participant.............................   6.3
     Remainder..........................................   6.4
     Rollover Account ..................................   5.1
     Rollover Contribution..............................   4.6
     Roth 401(k) Contribution...........................   3.3
     Roth Rollover Account .............................   4.6
     Safe Harbor Matching Contribution Account..........   5.1(b)
     Safe Harbor Matching Contribution .................   4.2
     Separation Period..................................   6.3(a)
     Service............................................   2.5(a)
     Successor Plan ....................................   9.3
     Surviving Spouse ..................................   6.8



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<PAGE>

     Top-Heavy Group ...................................   C-5(a)
     Top-Heavy Plan ....................................   C-1
     Total and Permanent Disability.....................   6.1
     Trust .............................................   1.5
     Trustee............................................   1.5
     Vested Percentage .................................   6.3
     Years of Service ..................................   6.3
























                                       4
<PAGE>

                                   ARTICLE II
                                   ----------

                           Participation and Service
                           -------------------------

   Section 2.1   Eligibility for Participation.

   (a)   Every person employed by an Employer is eligible to participate in the
         Plan for purposes of making Compensation Deferrals and, if eligible,
         Catch-Up Contributions under Article III provided that:

         (i)     he has attained age 21;

         (ii)    he has completed 90 days of service (as determined under
                 Section 2.5); and

         (iii)   he is a "Covered Employee." The term Covered Employee means a
                 person employed by an Employer and classified by the Employer
                 as a common-law employee, except that term does not include (A)
                 an employee employed in a unit of employees subject to a
                 collective bargaining agreement where retirement benefits were
                 negotiated in good faith by an Employer and that unit's
                 bargaining representative or (B) a self-employed individual.

   (b)   Every person employed by an Employer is eligible to participate in the
         Plan for purposes of receiving Safe Harbor Matching and Profit Sharing
         Contributions under Sections 4.2 and 4.3 provided that he is a Covered
         Employee and further provided that:

         (i)     He has attained age 21; and

         (ii)    He has completed an Eligibility Period in which he has been
                 credited with at least 1,000 Hours of Service (as determined
                 under Section 2.5).

   Section 2.2   Commencement of Participation.

   (a)   Subject to the conditions and limitations of the Plan, each Covered
         Employee who was a Participant in the Plan on December 31, 2006 will
         continue as a Participant on and after January 1, 2007.

   (b)   Any other Covered Employee will become a "Participant" in the Plan for
         purposes of making Compensation Deferral and Catch-Up Contributions on
         the first day of any January, April, July or October (a "Deferral Entry
         Date") coincident with or next following the date he satisfies the
         eligibility requirements of Section 2.1(a), or if later, on the date
         the employee's Employer becomes an Employer under the Plan pursuant to
         Section 11.1.

   (c)   Any other Covered Employee will become a "Participant" in the Plan for
         purposes of receiving Safe Harbor Matching and Profit Sharing
         Contributions on


                                       5
<PAGE>

         the first day of January or July (an "Entry Date") coincident with or
         next following the date he satisfies the eligibility requirements of
         Section 2.1(b), or if later, on the date the employee's Employer
         becomes an Employer under the Plan pursuant to Section 11.1.

   (d)   If an employee satisfies the requirements of subsections 2.1(a)(i) and
         (ii) before satisfying the requirements of subsection 2.1(a)(iii), he
         will become a Participant in the Plan for purposes of making
         Compensation Deferral and Catch-Up Contributions on the date he meets
         the requirements of subsection 2.1(a)(iii). If an employee satisfies
         the requirements of subsections 2.1(b)(i) and (ii) before satisfying
         the requirements of subsection 2.1(a)(iii), he will become a
         Participant in the Plan for purposes of receiving Safe Harbor Matching
         and Profit Sharing Contributions on the date he meets the requirements
         of subsection 2.1(a)(iii).

       Section 2.3       Duration of Participation. Subject to Section 2.4, an
employee will continue as a Participant until the later of his termination of
employment with all of the Affiliates or the complete distribution of his Plan
benefits.

       Section 2.4       Restricted Participation and Reemployment. A
Participant who (i) has ceased to be employed by an Employer but has not
received a complete distribution of his Plan benefits or (ii) remains in the
employ of an Employer but has ceased to be a Covered Employee will, upon either
such event, become an "Inactive Participant." An Inactive Participant (including
the Beneficiary of a deceased Participant) will be treated as a Participant for
all purposes of the Plan, except as follows:

       (a)       An Inactive Participant is not permitted to defer any portion
                 of his Compensation under Sections 3.1 and 3.2 and will not
                 share in any Employer contributions, under Section 4.2 or 4.3,
                 except as provided in Section 5.5 or 5.6.

       (b)       The Beneficiary of a deceased Participant cannot designate a
                 Beneficiary under Section 6.9.

       An Inactive Participant who has not terminated employment with all of the
Affiliates will become an active Participant upon his return to status as a
Covered Employee. An employee who was a Participant and who has terminated
employment with all of the Affiliates will, in the event he is subsequently
reemployed by an Employer, become an active Participant upon his reemployment as
a Covered Employee. Notwithstanding the foregoing, the formerly Inactive
Participant will only become an active Participant for purposes of making
Compensation Deferral and Catch-Up Contributions when the Participant has
satisfied the requirements of subsection 2.1(b). An employee who was never a
Participant and has terminated employment with all of the Affiliates and is
subsequently reemployed by an Employer will be treated as a new employee and
will become a Participant upon satisfying the requirements of Section 2.1. An
employee who satisfied the requirements of Section 2.1 but did not become a
Participant under Section 2.2 will be treated as a former Participant eligible
for active participation in accordance with the foregoing provisions of this
Section.


                                       6
<PAGE>

       Section 2.5     Service. The following terms and provisions apply in
determining a Participant's service under the Plan:

       (a)     For purposes of determining eligibility under subsection 2.1(a),
               "Service" means the total period of employment for the Affiliate
               commencing on the date the employee first performs an Hour of
               Service.

       (b)     An "Eligibility Period" is (i) the 12 consecutive month period
               commencing on the date the employee first performs an Hour of
               Service and (ii) each Plan Year beginning on or after that date.

       (c)     The term "Hour of Service" means each hour for which an employee
               is directly or indirectly paid or entitled to payment by an
               Affiliate for the performance of duties and for reasons other
               than the performance of duties (such as vacation, sickness,
               disability, back pay or Authorized Leave of Absence) determined
               and credited in accordance with Section 2530.200b-2 of the
               Department of Labor regulations which are incorporated herein by
               reference. No more than 501 Hours of Service will be credited
               under this subsection (b) for any computation period in which no
               duties are performed by the employee. Employees will be credited
               with Hours of Service on the basis of the "actual" method. For
               purposes of the Plan, the "actual" method means the determination
               of Hours of Service from the records of hours worked and hours
               for which the Employer makes payment or for which payment is due
               from an Employer. Hours of Service by an individual considered to
               be an employee of an Affiliate under Code Section 414(n) or (o)
               will be treated as Hours of Service under this subsection (c).

       (d)     Unless otherwise provided by the Company, Hours of Service with a
               Predecessor Employer will be disregarded. A "Predecessor
               Employer" means any entity of which the stock, assets or business
               was acquired by an Employer by merger, consolidation or purchase.

       (e)     The term "One-Year Break in Service" means any Plan Year in which
               the employee is not credited with more than 500 Hours of Service.

       (f)     An Authorized Leave of Absence does not constitute a termination
               of employment. The Compensation Deferral or Catch-Up
               Contributions of a Participant who is on a paid Authorized Leave
               of Absence will continue unless the Participant elects to have
               them discontinued during the leave of absence. For purposes of
               this Plan an "Authorized Leave of Absence" means:

               (i)     An absence authorized by the Employer under its standard
                       personnel practices applied uniformly to all similarly
                       situated employees; and

               (ii)    An absence due to service in the Armed Forces of the
                       United States described in any applicable statute
                       granting reemployment rights to employees engaged in such
                       service.



                                       7
<PAGE>

       (g)     Solely for purposes of determining whether a One-Year Break in
               Service has occurred, an individual who is absent from work for
               maternity or paternity reasons will receive credit for the Hours
               of Service which would otherwise have been credited to such
               individual but for such absence, or in any case in which such
               hours cannot be determined, eight Hours of Service per day of
               such absence. For purposes of this subsection, an absence from
               work for maternity or paternity reasons means an absence (i) by
               reason of the pregnancy of the individual, (ii) by reason of a
               birth of a child of the individual, (iii) by reason of the
               placement of a child with the individual in connection with the
               adoption of such child by such individual, or (iv) for purposes
               of caring for such child for a period beginning immediately
               following such birth or placement. The Hours of Service credited
               under this subsection will be credited (1) in the computation
               period in which the absence begins if the crediting is necessary
               to prevent a One-Year Break in Service in that period, or (2) in
               all other cases, in the following computation period. No more
               than 501 Hours of Service will be credited under this subsection
               in any computation period. The Committee may require an employee
               to furnish any information the Committee may need to establish
               that the employee's absence was for one of the reasons specified
               above.

       Section 2.6    Military Service. 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 Code Section
414(u).

       Section 2.7    Notice of Participation. The Committee will notify each
Covered Employee of the date he becomes a Participant in the Plan and will
furnish each Participant with a summary plan description and such other reports
required by the applicable governmental rules and regulations.




                                       8
<PAGE>

                                  ARTICLE III
                                  -----------

                                   Deferrals
                                   ---------

   Section 3.1   Compensation Deferrals.

   (a)   Each Participant may elect to defer from one to 60 percent of his
         Compensation (as defined in Section 5.7) each Plan Year in multiples of
         one percent; provided, that the amount so deferred, together with any
         Catch-Up Contributions and any other voluntary and any mandatory
         withholding, will not reduce a Participant's cash compensation to less
         than $0.00. Any amount so deferred (referred to as a Participant's
         "Compensation Deferrals") under this Section will be withheld from the
         Participant's Compensation and contributed to the Plan under Section
         4.1. Compensation Deferrals will be made on a pre-tax basis unless the
         Participant elects otherwise as provided in Section 3.3.

   (b)   Unless a Participant who has an election in effect under subsection (a)
         elects otherwise, in accordance with the following provisions of this
         subsection (b), his Compensation Deferral withholding amount under
         subsection (a) (without regard to the 60 percent limitation) will be
         increased automatically, on a dollar-for-dollar basis (expressed as a
         dollar amount or a percentage of Compensation), in an amount equal to
         the cash dividends which are distributed to him under the Monroe
         Bancorp Employee Stock Ownership Plan ("ESOP"). Such increases in
         Compensation Deferrals will be made in the first payroll period ending
         after the distribution of such cash dividend and, if and to the extent
         necessary, in succeeding payroll periods. Any election not to have
         Compensation Deferrals increased under this subsection (b) must be made
         in accordance with the following procedures:

         (i)     The Participant must make a written election requesting that no
                 increase be made on a form provided by the Committee for such
                 purpose. Such election will apply to 100 percent of the
                 dividends which are distributed to the Participant for the Plan
                 Years during which the election is in effect (no partial
                 elections will be permitted), must be filed with the Committee
                 on or before the date specified by the Committee for
                 effectively making the election (the date will be prior to the
                 first day of the first Plan Year to which the election relates)
                 and will remain in effect until the date on which the
                 Participant revokes his election. Provided, however, once made,
                 a revocation election will not be effective until the first day
                 of the Plan Year next following the Plan Year to which the
                 election relates.

         (ii)    Notwithstanding the provisions of clause (i), if a Covered
                 Employee becomes a Participant on a Deferral Entry Date other
                 than the first day of a Plan Year or a terminated Participant
                 is reemployed and again becomes a Participant on a date other
                 than the first day of a Plan Year, such Covered Employee may
                 make an election under this subsection (b), to be effective




                                       9
<PAGE>

                       upon his Deferral Entry Date, applicable to cash
                       dividends paid with respect to the ESOP on and after such
                       Deferral Entry Date.

               (iii)   In the event a Covered Employee does not so elect when
                       initially eligible, he may subsequently elect not to have
                       increased Compensation Deferrals made under this
                       subsection (b). Such election must be made in writing on
                       a form provided by the Committee for such purpose and
                       will be effective as of the first day of the Plan Year
                       next following the date on which the Participant files
                       such election form with the Committee.

        (c)    The automatic Compensation Deferrals made pursuant to subsection
               (b) may not be designated Roth 401(k) Contributions and will be
               credited to a Participant's Pre-Tax Contribution Account.

        Section 3.2    Catch-Up Contributions. All Participants who are eligible
to make Compensation Deferrals under the Plan, who have attained age 50 before
the close of the Plan Year and who have made Compensation Deferrals which have
been limited as provided in Section 3.1, 5.8, B-2 or B-4, will be eligible to
make "Catch-Up Contributions" in accordance with, and subject to the limitations
of, Code Section 414(v). Such Catch-Up Contributions will not be taken into
account for purposes of the provisions of the Plan implementing the required
limitations of Code Sections 401(a)(30) and 415. The Plan will not be treated as
failing to satisfy the provisions of the Plan implementing the requirements of
Code Section 401(a)(4), 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416, as
applicable, by reason of the making of such Catch-Up Contributions.

        Section 3.3    Roth 401(k) Contribution Elections. A Participant may
elect, in accordance with Section 3.1 and this Section, to classify all or any
portion of his Compensation Deferrals as Roth 401(k) Contributions. A "Roth
401(k) Contribution" means a Compensation Deferral Contribution made by an
Employer to the Plan at the election of the Participant which is:


        (a)    Designated irrevocably by the Participant at the time of the
               election as a Roth 401(k) Contribution;

        (b)    Treated by the Employer as includible in the Participant's income
               at the time the Participant would have received the Compensation
               if the Participant had not made the election; and

        (c)    Maintained by the Plan in a separate sub-account (the `Roth
               401(k) Contribution Account') under the Participant's
               Compensation Deferral Contribution Account as described in
               Section 5.1.

        The election, once made, is irrevocable with respect to the Roth 401(k)
Contributions made under such election. A Participant may change his
Compensation Deferral election as provided in Section 3.2, 3.3 and this Section;
however, the characterization of the Roth 401(k) Contributions withheld prior to
the effective date of the change in election may not be altered. Except as
otherwise provided in the Plan, Roth 401(k) Contributions will be treated as
Compensation Deferrals for all purposes of the Plan including the Annual
Additions limitations



                                       10
<PAGE>

of Section 5.8; the Annual Dollar Limitation provided for in Section B-2; the
Percentage Limitation described in Section B-4; and the determination of whether
the Plan is a Top-Heavy Plan as provided in Supplement C.

        Section 3.4     Changes in Rate and Type of Deferrals. A Participant who
has elected to make Compensation Deferrals or Catch-Up Contributions may elect
to increase or decrease the rate of his Compensation Deferrals and Catch-Up
Contributions (or to resume deferrals) within the limits specified in Section
3.1 and 3.2, in accordance with Section 3.5, effective as of the first day of
any calendar quarter. A Participant may elect to suspend deferrals at any time.
A Participant may elect prospectively to change his election between pre-tax
Compensation Deferrals and Roth 401(k) Contributions in accordance with Section
3.5, effective as of the first day of any quarter.

        Section 3.5     Deferral Elections. Except as provided in subsection
3.1(b)(ii), a Participant's deferral election will be effective until his
termination of employment with all the Employers or until changed or suspended
in accordance with Section 3.4 and this Section. Compensation Deferrals and
Catch-Up Contributions will normally be made through equal payroll deductions.
The Committee may establish other nondiscriminatory methods for permitting
Compensation Deferrals and Catch-Up Contributions. Any elections or notices that
are to be made or given under this Article III must be made at the time, in the
manner and on such forms as established by the Committee. The Committee may also
prescribe additional rules and procedures consistent with the foregoing to
govern Compensation Deferral and Catch-Up Contributions elections under this
Article III.




                                       11
<PAGE>

                                   ARTICLE IV
                                   ----------

                                 Contributions
                                 -------------

        Section 4.1     Deferral Contributions. Subject to the conditions and
limitations of this Article IV, Article V and Supplement B, each Employer will
contribute an amount equal to the Compensation Deferrals made under Section 3.1
including Roth 401(k) Contributions for each Plan Year by a Participant employed
by that Employer to the Trustee in the name of the Participant (referred to as a
"Compensation Deferral Contribution"). If all or any portion of a Participant's
Compensation Deferrals for any Plan Year may not be contributed due to the
limitations or conditions of Section 5.8 or Supplement B, the amount that may
not be contributed will be paid to the Participant. If that amount has already
been contributed, the excess contribution will be returned directly to the
Participant in accordance with Section B-2 or B-4. Each Employer will also
contribute an amount equal to the Catch-Up Contribution made under Section 3.2
for each Plan Year by a Participant employed by the Employer to the Trustee in
the name of the Participant.

        Section 4.2     Safe Harbor Matching Contributions. Subject to the
conditions and limitations of this Article IV, Article V and Supplement B, as of
each December 31 Accounting Date the Employer will contribute to the Trustee an
amount designated as a "Safe Harbor Matching Contribution" equal to 100 percent
of the sum of each Participant's Compensation Deferral Contributions and
Catch-Up Contributions for the Plan Year up to three percent of his Compensation
plus 50 percent of such Participant's Compensation Deferral Contributions and
Catch-Up Contributions for the Plan Year to the extent that such Compensation
Deferral Contributions and Catch-Up Contributions exceed three percent but do
not exceed five percent of his Compensation. At the election of the Employer, a
Safe Harbor Matching Contribution with respect to Compensation Deferral
Contributions may be allocated on a payroll-by-payroll basis, rather than an
annual basis, without the need to make partial contributions at the end of the
Plan Year (the "payroll period method"). If the payroll period method is used
during a Plan Year, Safe Harbor Matching Contributions allocated with respect to
Compensation Deferral Contributions made with respect to all payroll periods
ending with or within a Plan Year quarter must be contributed to the Trust Fund
by the last day of the following Plan Year quarter. Because the determination of
whether an elective deferral is a Catch-Up Contribution is made as of the last
day of the Plan Year, Safe Harbor Matching Contributions with respect to
Catch-Up Contributions will be determined and contributed as of the last day of
the Plan Year. Safe Harbor Matching Contributions are nonforfeitable within the
meaning of Treasury Regulation Section 1.401(k)-1(c) and are subject to the
withdrawal restrictions of Code Section 401(k)(2)(B) and Treasury Regulation
Section 1.401(k)-1(d). A contribution made by an Employer under this Section
will be allocated in accordance with Section 5.5 to Participants employed by an
Employer during that Plan Year.

        Section 4.3     Profit Sharing Contributions. Subject to the conditions
and limitations of this Article IV and Article V, each Plan Year an Employer may
contribute to the Trustee an amount designated as a "Profit Sharing
Contribution" determined in its sole discretion. A Profit Sharing Contribution
made by an Employer under this Section will be allocated to Eligible
Participants employed by the Employer during that Plan Year in accordance with
Section 5.6.



                                       12
<PAGE>

        Section 4.4     Limitations on Contributions. An Employer's
contributions made under Sections 4.1 through 4.3 above for any taxable year of
the Employer (that is, for a Plan Year that begins with or within that taxable
year) may not, unless the Employer specifies otherwise, exceed an amount equal
to the maximum amount deductible by the Employer on account of these
contributions for federal income tax purposes for that taxable year.

        Section 4.5     Payment of Contributions. Compensation Deferral
Contributions and Catch-Up Contributions to be made under Section 4.1 are to be
paid to the Trustee as soon as practicable after the date the Compensation
Deferrals and Catch-Up Contributions would have been paid to the Participants
but for their deferral elections under Sections 3.1 and 3.2. Contributions to be
made under Sections 4.2 and 4.3 are to be paid to the Trustee no later than the
date prescribed by law for filing the Employer's federal income tax return,
including extensions. Notwithstanding the foregoing, if a Safe Harbor Matching
Contribution with respect to Compensation Deferral Contributions is made under
Section 4.2 and is allocated to a Participant's Safe Harbor Matching
Contribution Account using the payroll period method, the Employer will
contribute such Safe Harbor Matching Contributions to the Trust Fund not later
than the last day of the Plan Year quarter following the Plan Year quarter for
which such contributions are made. Any contributions paid with respect to a Plan
Year under this Section will be considered to have been paid by the last day of
that year, regardless of when actually paid to the Trustee.

        Section 4.6     Rollover Contributions. Subject to rules and procedures
established by the Committee, a Participant or a Covered Employee may at any
time contribute all or any part of an amount that is eligible for rollover to a
qualified plan as determined under the applicable provisions of the Code (a
"Rollover Contribution") if such Rollover Contribution is (i) a Direct Rollover
of an Eligible Rollover Distribution from a qualified plan described in Code
Section 401(a) or 403(a), excluding after-tax employee contributions which are
not Roth 401(k) Contributions; (ii) a Participant contribution of an Eligible
Rollover Distribution from a qualified plan described in Code Section 401(a) or
403(a); and (iii) a Participant Rollover Contribution of the portion of a
distribution from an individual retirement account or annuity described in Code
Section 408(a) or 408(b) that is eligible to be rolled over and would otherwise
be includible in gross income. Any Rollover Contribution that is being rolled
from a Roth contribution account under a Code Section 401(k) or Roth individual
retirement account will be credited to a segregated account (the "Roth Rollover
Account"), a sub-account of the Participant's Rollover Account, in accordance
with the rules and procedures established by the Committee and the Roth Rollover
Account will be subject to the same separate accounting requirements as provided
in Section 5.1 with respect to Roth 401(k) Contribution Accounts. However, if
the contribution is not a direct rollover from another eligible plan, the
contribution must be made within 60 days after the date the Participant receives
that amount. A Rollover Contribution will be credited to an account established
under Section 5.1 in the name of the Participant or the Covered Employee and any
amount credited to that account will be fully vested and nonforfeitable at all
times.

        Section 4.7     Direct Transfers. At the direction of and in accordance
with rules prescribed by the Committee, a Participant's or a Covered Employee's
benefits under another plan which meets the requirements of Code Section 401(a)
may be received by the Trustee from the trustee of that other plan; provided
that the benefits are exempt from the requirements of Code Section 401(a)(11).
Any amount so received will be credited to an account established


                                       13
<PAGE>

under Section 5.1 in the name of the Participant or Covered Employee and any
amount credited to such an account will be fully vested and nonforfeitable at
all times. Any Rollover Contribution that is being transferred from a Roth
contribution account under a Code Section 401(k) or Roth individual retirement
account will be credited to a segregated account in accordance with the rules
and procedures established by the Committee and such account will be subject to
the same separate accounting requirements as provided in Section 5.1 with
respect to Roth 401(k) Contribution Accounts.


















                                       14
<PAGE>

                                   ARTICLE V
                                   ---------


                          Allocations to Participants
                          ---------------------------

        Section 5.1    Individual Accounts. The Committee will create and
maintain the following accounts on behalf of each Participant (or Covered
Employee who makes a Rollover Contribution):

        (a)     A "Deferral Contribution Account" to reflect the Compensation
                Deferral Contributions and Catch-Up Contributions made on behalf
                of the Participant under Section 4.1 which will be further
                divided into separate sub-accounts ("Pre- Tax Contribution
                Account" and "Roth 401(k) Contribution Account"); and

        (b)     A "Safe Harbor Matching Contribution Account" to reflect the
                Safe Harbor Matching Contributions made on behalf of the
                Participant under Section 4.2; and

        (c)     A "Profit Sharing Contribution Account" to reflect the Profit
                Sharing Contributions made on behalf of the Participant under
                Section 4.3.

        Each account will also reflect the credits and charges to be made to
that account under this Article V.

        The Committee will create and maintain a "Roth 401(k) Contribution
Account" in the Participant's Deferral Contribution Account to reflect
Compensation Deferral Contributions and Catch-Up Contributions designated as
Roth 401(k) Contributions made on behalf of the Participant and any gains,
losses, withdrawals and other credits or charges made to such account and will
maintain sufficient information to determine the extent to which any
distribution from such account is a Qualified Distribution as described in
Section 6.6. The Roth 401(k) Contribution Account will be a sub-account of the
Deferral Contribution Account and will be distributable at the same time and in
the same manner as a Participant's Deferral Contribution Account.

        The Committee may also maintain any other account or subaccount as it
deems advisable, including a "Rollover Account" or "Roth Rollover Account" to
reflect Rollover Contributions made under Section 4.6 and an "ESOP Transfer
Account" to reflect moneys transferred from the ESOP in connection with a
Participant's election to diversify the investment of "Company Stock Accounts"
thereunder. Unless the context indicates otherwise, references to a
Participant's "Account" means all accounts maintained in his name under the
Plan. The maintenance of these accounts is only for accounting purposes, and no
assets of the Trust fund need be segregated to any account.

        Section 5.2    Accounting Date. The term "Accounting Date" means each
day on which the securities markets of the United States are generally in
operation and any other date selected by the Committee, including any date the
Plan is terminated or partially terminated.

        Section 5.3    Account Adjustments. The Accounts of Participants and
Beneficiaries will be adjusted by the recordkeeper, at the direction of the
Committee, as of each Accounting Date in accordance with the following:


                                       15
<PAGE>

        (a)     Withdrawals. Any distributions, loans or other withdrawals from
                the Trust fund will be debited from the Participants'Accounts.

        (b)     Adjustments.

                (i)     The net asset value of the securities and/or other
                        assets comprising each Investment Fund will be computed.
                        This net asset value will be equal to the market price
                        of the securities and other assets comprising the
                        Investment Fund as of the close of business on the
                        current Accounting Date.

                (ii)    Following the computation of the net asset value for
                        each Investment Fund, a gain or loss will be assigned to
                        each Account invested in the Investment Fund based on
                        the net asset value of the Investment Fund on the
                        previous Accounting Date.

                (iii)   Any requests for transfers to be made to or from an
                        Investment Fund by any Participant, received prior to
                        the stated deadline on such Accounting Date will be
                        made. In completing the valuation procedure described
                        above, such adjustments in the amount credited to such
                        Accounts will be made on the Accounting Date to which
                        the investment activity relates. It is intended that
                        this Section operate to distribute among the
                        Participant's Accounts all income of the Trust fund and
                        changes in the value of the Trust fund's assets.

                (iv)    In addition to the above paragraph (iii), in the event a
                        pooled Investment Fund is created as a designated fund
                        for Participant investment election in the Plan,
                        valuation of the pooled Investment Fund will be governed
                        by the administrative services agreement for that pooled
                        Investment Fund.

        (c)     Crediting Contributions. Contributions will be credited to the
                Participants' Accounts as set forth in Sections 5.4 through 5.6.

        (d)     Deemed Date of Allocation. All credits or deductions made under
                this Article to Participant's Accounts will, for all purposes
                other than the allocation of income, be deemed to have been made
                no later than the last day of the Plan Year though actually
                determined thereafter. For any period in which one or more
                Investment Funds are maintained under Section 5.8, the foregoing
                provisions of this Section 5.3 will be applied to the Account
                balances invested in each Investment Fund and to any withdrawals
                or contributions to be allocated to an Investment Fund as if
                each Investment Fund were a separate trust fund. No credit to an
                Investment Fund will be taken into account under this Section
                5.3 until the Accounting Date the contribution was both paid to
                the Trustee and credited to the Investment Fund by the
                Investment Fund recordkeeper.

        Section 5.4     Crediting of Deferral Contributions. Subject to the
conditions and limitations of this Article V and Supplement B, as of each
Accounting Date, any Compensation Deferral and Catch-Up Contributions made on
behalf of a Participant under Section 4.1 for that


                                       16
<PAGE>

Accounting Period, that are not returned to the Participant under that Section
4.1, will be credited to the Pre-Tax Contribution or Roth 401(k) Contribution
Account under that Participant's Deferral Contribution Account.

        Section 5.5     Crediting of Safe Harbor Matching Contributions. Subject
to the conditions and limitations of this Article V and Supplement B, as of each
Accounting Date coincident with the last day of the Plan Year, any Safe Harbor
Matching Contributions made under Section 4.2 for that Plan Year will be
allocated and credited to the Safe Harbor Matching Contribution Account of each
Participant in an amount equal to 100 percent of the sum of that Participant's
Compensation Deferral and Catch-Up Contributions made to the Plan for that Plan
Year up to three percent of the Participant's Compensation plus 50 percent of
such Participant's Compensation Deferral and Catch-Up Contributions for the Plan
Year to the extent that such Compensation Deferral and Catch-Up Contributions
exceed three percent but do not exceed five percent of the Participant's
Compensation for the Plan Year. If the Employer uses the payroll period method
described in Section 4.2, Safe Harbor Matching Contributions with respect to
Compensation Deferral Contributions will be made as provided above based upon
the Participant's Compensation and Compensation Deferral Contributions for each
payroll period and no additional Safe Harbor Matching Contributions with respect
to Compensation Deferral Contributions will be made for the Plan Year.

        Section 5.6     Allocation of Profit Sharing Contributions. Subject to
the limitations of this Article V, as of the Accounting Date coincident with the
last day of each Plan Year, any Profit Sharing Contributions made under Section
4.3 for the Plan Year will be allocated to the Profit Sharing Contribution
Accounts of all Eligible Participants, pro rata, according to those
Participants' Compensation for that year. An "Eligible Participant" means a
Participant who is:

        (a)     Employed by an Employer (or on an Authorized Leave of Absence)
                on the last day of the Plan Year and who is credited with 1,000
                or more Hours of Service for that year; or

        (b)     Employed by an Employer during the Plan Year who terminated his
                employment during that year due to his death or Total and
                Permanent Disability (as defined in Section 6.1) or after
                reaching his Normal Retirement Age.

        Section 5.7     Compensation. A Participant's "Compensation" for any
Plan Year means the total amount paid to the Participant by the Employers for
that year as reported on the Participant's federal wage and tax statement (Form
W-2), plus the amount of Compensation Deferral and Catch-Up Contributions made
on his behalf that would have been reported as taxable income on Form W-2 for
that year but for his Compensation Deferral or Catch-Up Contributions election
and the amount that was not reported as taxable income on Form W-2 by an
Employer as a result of an election made by the Participant under a Code Section
125 plan or by reason of Code Section 132(f)(4) less any salary reduction
contributions under the Monroe Bancorp Executives' Deferred Compensation Plan,
any amount paid to Participants during the Plan Year under the "Quality Award
Program" sponsored by the Employer and any amounts not paid to Participants as
cash compensation. For purposes of allocating contributions under this Article V
only, a Participant's Compensation does not include any amount paid to the
Participant prior to the date on which he became a Participant in the Plan. In
addition, a Participant's



                                       17
<PAGE>

Compensation does not include any amount in excess of the Compensation Cap in
effect for that year. The term "Compensation Cap" means the sum of (i) $225,000
and (ii) any adjustments permitted under Code Section 401(a)(17)(B). For
purposes of determining the Actual Deferral Percentage under Section B-4, the
Company may limit a Participant's Compensation for any Plan Year to the
Compensation attributable to the period during which the individual was a
Participant if the limit is applied uniformly to all Participants that year.

         For purposes of determining whether the Plan discriminates in favor of
Highly Compensated Employees (as defined in Section B-5), "Compensation" means
compensation as defined in Section 415(c)(3) of the Code, unless the Employer
elects to use an alternative nondiscriminatory definition, in accordance with
the requirements of Code Section 414(s). The Employer may elect, irrespective of
whether elective deferrals are otherwise treated as Compensation under this
Section, to include or exclude all elective contributions made by the Employer
on behalf of Participants, which election must be consistent and uniformly
applied to all Participants and all plans of the Employer for any Plan Year.

         Section 5.8    Maximum Additions. Notwithstanding anything contained in
the Plan to the contrary, the Annual Addition (as defined below) made to a
Participant's Account for any Plan Year will not exceed the lesser of $45,000
(as adjusted pursuant to Code Section 415(d)(1)(C)) or 100 percent of the
Participant's compensation within the meaning of Code Section 415(c)(3)
including Compensation Deferrals and Catch-Up Contributions made under this Plan
and amounts contributed by or deferred by an Employer at the election of the
Participant that are excluded from the Participant's gross income by reason of
Code Section 125 or 132(f)(4) for that Plan Year. The term "Annual Addition"
means the sum of the Compensation Deferral Contributions, Safe Harbor Matching
Contributions and Profit Sharing Contributions that are to be credited to a
Participant's Account for a Plan Year. All defined contribution plans maintained
by an Affiliate will be aggregated with this Plan for purposes of determining
the limitation on Annual Additions. For purposes of the preceding sentence, the
term "Annual Addition" includes the sum of any Employer contributions, employee
contributions, forfeitures and allocations made on behalf of a Participant to an
individual medical benefit account, as defined in Code Section 415(l)(2), or to
a separate post-retirement medical benefit account (if the Participant is a Key
Employee under Code Section 419A(d)(3)) under a welfare benefit fund, as defined
in Code Section 419(e). The compensation limit will not apply to any
contributions for medical benefits after separation from service (within the
meaning of Code Section 401(h) or 419A(f)(2)) which is otherwise an Annual
Addition. Prior to the Plan Year beginning January 1, 2008, if an Annual
Addition exceeds this limitation due to a reasonable error in estimating a
Participant's Compensation, due to an allocation of Remainders, or due to a
reasonable error in determining the amount of Compensation Deferrals that may be
made under the limits of Code Section 415, the excess will be held unallocated
in a suspense account until it is used to reduce future contributions of the
Participant's Employer under Section 4.2 or 4.3 in the next Plan Year and each
succeeding Plan Year, if necessary. If a suspense account is in existence at any
time during the Plan Year pursuant to this Section, it will not participate in
the allocation of the Trust's income or investment gains and losses.
Notwithstanding the foregoing, the Committee may direct the distribution of
Compensation Deferral Contributions to a Participant to the extent needed to
meet the limits of this Section.




                                       18
<PAGE>

        Any amount returned will be disregarded for purposes of the limits and
tests of Supplement B. The Committee may also direct the distribution of any
investment earnings on the returned contributions to avoid a violation of the
limits of this Section.

        Section 5.9    Investment Funds. The Trust fund may include one or more
"Investment Funds" established by the Trustee at the direction of the Committee.
Each Participant may elect the manner in which his Account is to be invested
among the Investment Funds. The Committee will adopt rules concerning the
investment of amounts for which it receives no election and inform Participants
of those rules from time to time. A Participant may also elect to have amounts
in his Accounts that are invested in an Investment Fund transferred to another
Investment Fund or Funds. A Participant's election to invest his Account, to
change the investment of future contributions or to transfer amounts from one
Investment Fund to another will be made in accordance with any rules established
by the Committee in accordance with this Section on forms or pursuant to
procedures established by the Committee for that purpose.

        Section 5.10 Quarterly Statement to Participants. After the end of each
Plan Year quarter and at such other times as the Committee determines in its
sole discretion, the Committee will furnish each Participant with a statement
reflecting the status of the Participant's Account as of that date and such
other information as is required by applicable law.







                                       19
<PAGE>

                                   ARTICLE VI
                                   ----------

                            Distribution of Benefits
                            ------------------------

        Section 6.1     Retirement or Disability. If a Participant's employment
with all of the Affiliates terminates on or after the date the Participant has
attained age 65 (his "Normal Retirement Age"), or if his employment terminates
because of his Total and Permanent Disability, the Participant will be entitled
to receive the entire amount credited to his Account distributable in accordance
with this Article VI.

        For purposes of this Plan, a Participant will be deemed to have incurred
a "Total and Permanent Disability" if the Participant has a disability as
determined for purposes of the Federal Social Security Act which qualifies the
Participant for permanent disability insurance payments in accordance with that
act. A minimal level of earnings in restricted activity during any period of
disability will not disqualify a Participant from receiving disability benefits
for such period if the disabled Participant receives disability benefits under
the Social Security Act for the same period.

        Section 6.2     Death. If a Participant's employment with all of the
Affiliates terminates because of his death, the entire amount in his Account
will be paid to his Beneficiary in accordance with this Article VI after receipt
by the Committee of acceptable proof of death.

        Section 6.3     Resignation or Dismissal. If a Participant's employment
with all of the Affiliates terminates prior to his satisfying the requirements
of Section 6.1 and for a reason other than his death, the Participant will be
entitled to receive the entire amount in his Deferral Contribution Account, his
Safe Harbor Matching Contribution Account, his ESOP Transfer Account, his
Rollover Account and his Roth Rollover Account distributable in accordance with
this Article VI. The Participant will also be entitled to receive the "Vested
Percentage" of his Profit Sharing Contribution Account distributable in
accordance with this Article VI. The Vested Percentage of the Profit Sharing
Contribution Account of a Participant who completes an Hour of Service on or
after January 1, 2007 will be determined in accordance with the following
schedule based on his Years of Service (as defined below) at his termination
date:

                                            Vested                 Forfeited
                Years of Service          Percentage              Percentage
                ----------------          ----------              ----------

                Less than 3                   0%                     100%
                3 or more                    100%                     0%

        The term "Years of Service" means the sum of the Plan Years in which the
Participant was credited with at least 1,000 Hours of Service (as determined
under Section 2.5). However, the following rules apply to a Participant who
terminates employment with the Affiliates and is subsequently reemployed by an
Affiliate (a "Reemployed Participant"):

        (a)     If the Reemployed Participant incurs a One-Year Break in Service
                (as determined under Section 2.5) during the period between his
                termination and subsequent reemployment (the "Separation
                Period"), Years of Service accrued by the



                                       20
<PAGE>

                Reemployed Participant prior to the Separation Period will not
                be taken into account to determine his Vested Percentage until
                he has completed one Year of Service following his reemployment.

        (b)     No Years of Service accrued by the Reemployed Participant before
                the Separation Period will be taken into account if the
                Reemployed Participant:

                (i)      Had no vested right to any amount in his Account (other
                         than a Rollover Account, Roth Rollover Account or ESOP
                         Transfer Account) prior to the Separation Period; and

                (ii)     Incurred five or more consecutive One-Year Breaks in
                         Service during the Separation Period.

        (c)     No Years of Service accrued by the Reemployed Participant after
                he has incurred five consecutive One-Year Breaks in Service will
                be taken into account to determine the Vested Percentage of his
                Profit Sharing Contribution Account as of a prior termination
                date.

        Section 6.4      Remainders and Reinstatement of Remainders. The portion
of a Participant's Profit Sharing Contribution Account that is not distributable
to the Participant or his Beneficiary under Section 6.3 will be treated as a
"Remainder" and forfeited in accordance with the following provisions. A
Remainder will be forfeited by the Participant as of the Accounting Date
following the Participant's termination of employment. Forfeited amounts will be
used to reduce any Employer contributions to be made for the Plan Year in which
the forfeiture occurs or as soon as practicable in subsequent Plan Years.

        If the Participant is reemployed after his Remainder has been forfeited
but before he has incurred five consecutive One-Year Breaks in Service, he may
repay to the Trustee (within five years of the Participant's reemployment date)
the total amount that had been distributed to him as a result of his earlier
termination of employment. If the Participant makes such a repayment, both the
amount of the repayment and the Remainder will be credited to his Accounts as of
the Accounting Date occurring on the last day of a Plan Year that is coincident
with or next following the date of repayment (after all other adjustments
required under the Plan as of that date have been made). A Participant who has
no vested benefit in his Account (other than a Rollover Account) will be deemed
to have been paid a vested benefit at the time of his termination of employment
for purposes of this Section. He will also be deemed to have repaid that
distribution on the date of his reemployment if he is reemployed before
incurring five consecutive One-Year Breaks in Service. If the Company must
reinstate a Remainder under the preceding sentences, the reinstatement will be
made by utilizing Remainders forfeited by other Participants. If no or
insufficient forfeited Remainders are available for this purpose, the Company
may use any income of the Trust fund to be credited as of that date under
subsection 5.3(b) or may require the Participant's Employer to make a special
Employer contribution, as determined by the Company, to the extent needed to
reinstate the required amount.

        Section 6.5      Payment of Benefits. The balance of a Participant's
Account that is distributable under Section 6.1, 6.2 or 6.3 will be paid in cash
or in kind (as determined by the



                                       21
<PAGE>

Participant) in a manner determined under Section 6.6. Except as otherwise
provided in subsections (b) or (c) below, payment will be made within a
reasonable time after the Accounting Date coincident with or next following the
Participant's termination date, but in no event later than 60 days after the
latest of (i) the end of the Plan Year in which his termination occurs, (ii) the
end of the Plan Year in which the Participant attains Normal Retirement Age, or
(iii) the date on which the amount of the payment can be ascertained by the
Committee. If the Participant is reemployed by an Employer before payment is
made or begun under this Section, no payment will be made until the Participant
terminates employment again and is eligible for a distribution under Section
6.1, 6.2 or 6.3.

         (a)    Accounts of $5,000 or Less. If the Participant's vested Account
                balance does not exceed $5,000 on the date payment is to be
                made, he will be paid in a single payment under subsection 6.6
                in accordance with the previous provisions of this Section. If
                the Participant's vested Account balance exceeds $1,000 and the
                Participant does not elect to have the distribution paid to an
                Eligible Retirement Plan specified by the Participant in a
                direct rollover or to receive the distribution directly, then
                the Committee will pay the distribution in a direct rollover to
                an individual retirement plan designated by the Committee. If
                the benefit is payable to the Participant's Surviving Spouse,
                Beneficiary or Alternate Payee, the benefit will be paid in cash
                directly to the Surviving Spouse, Beneficiary or Alternate
                Payee.

         (b)    Accounts of More than $5,000. If the Participant's vested
                Account balance to be distributed under this Section exceeds
                $5,000 on the date payment is to be made and the Participant has
                attained Normal Retirement Age, payment will be made as soon as
                practicable, as described above. If the Participant's vested
                Account balance exceeds $5,000 and the Participant has not
                attained Normal Retirement Age by the time the distribution is
                to be made, payment will be made on the first day of the month
                following the Participant's Normal Retirement Age or death,
                whichever is earlier. Notwithstanding the foregoing, any
                Participant with a distributable benefit in excess of $5,000 may
                elect, in accordance with procedures established by the
                Committee, to accelerate or defer the payment of his benefits in
                accordance with the provisions of this Section. An election
                under the preceding sentence to accelerate payment prior to his
                Normal Retirement Age must be made by the Participant at least
                30 days after (but no more than 180 days after) the Participant
                receives the election form and a description of his benefit
                payment options. The 30-day election period may be waived by the
                Participant (so that benefit payment may be made immediately
                following receipt of the form and notice) if the Committee has
                clearly informed the Participant that he has at least 30 days to
                consider the timing and form of his benefit payment.

         (c)    Rollovers Disregarded in Involuntary Cash-Outs. For purposes of
                Section 6.5(a), the value of a Participant's nonforfeitable
                Account balance will be determined without regard to that
                portion of the Account balance that is attributable to Rollover
                Contributions (and earnings allocable thereto) within the
                meaning of Code Sections 402(c), 403(a)(4) and 408(d)(3)(A)(ii).
                If the value of the Participant's nonforfeitable Account
                balance, as so determined, is $5,000 or less,


                                       22
<PAGE>

               the Plan will distribute the Participant's entire nonforfeitable
               Account balance at the same time and in the same manner as
               provided in this Article for Account balances of $5,000 or less.

       (d)     Minimum Required Distributions. Distribution of a single payment
               with respect to a Participant who has terminated employment may
               not be deferred beyond April 1 of the calendar year that follows
               the calendar year in which the Participant attains age 70 1/2.
               Participants who are five percent or more owners of an Affiliate
               (as defined in Code Section 416) at any time during the Plan Year
               ending with or within the calendar year in which they attain age
               70 1/2, must receive payment of their Account by that April 1
               date, regardless of their employment status. Finally, a
               Participant who (i) attained age 70 1/2, and (ii) is not a five
               percent or more owner may elect to receive payment of his Account
               as of that April 1 date, even if still employed by an Affiliate.

       Section 6.6     Manner of Payment. Subject to the provisions of Section
6.8, the payment of a Participant's benefit that is distributable under
subsection 6.5 will be made to or for the benefit of the Participant, or in the
event of his death to or for the benefit of his Beneficiary in a single payment.
Any "Qualified Distribution" from a Participant's Roth 401(k) Contribution
Account or Roth Rollover Account will not be included in the Participant's gross
income. For purposes of this Section, a Qualified Distribution is one that is
both:

       (a)     made after a five taxable year period beginning with the earlier
               of (i) the first taxable year the Participant made a Roth 401(k)
               Contribution to the Plan; or (ii) if the Participant has a Roth
               Rollover Account, as described in Section 4.6, the first taxable
               year for which the individual made a designated Roth contribution
               to the previously established account; and

       (b)     made on or after the date on which the Participant attains age
               59 1/2, dies, or becomes Totally and Permanently Disabled.

       Any distribution of the earnings from a Participant's Roth 401(k)
Contribution Account or Roth Rollover Account that is not a Qualified
Distribution will be included in a Participant's gross income unless it is
distributed in accordance with Section 6.9; however, except as otherwise
required under the Code, the return of the Participant's `investment in the
contract' under the principals of Code Section 72 will not be taxable.

       Section 6.7     Death Distribution Provisions. Upon the death of the
Participant, the following distribution provisions shall apply:

       (a)     If the Participant dies after the distribution of his Account no
               further payments will be made.

       (b)     If the Participant dies before the distribution of his Account
               has been made , the Participant's entire Account will be
               distributed as provided in Section 6.6 subject to the required
               minimum distribution rules of Supplement E.



                                       23
<PAGE>

       Section 6.8     Designation of Beneficiary. Each Participant from time to
time may designate any person or persons (who may be designated contingently or
successively and who may be an entity other than a natural person) as his
"Beneficiary" to whom his Plan benefits will be paid if he dies before he
receives all his benefits, in accordance with the following:

       (a)      The Account of a Participant who is married at the time of his
                death and dies before any benefit payments have been made or who
                is married on the date benefit payments commence and dies before
                the complete distribution of his benefits (a "Married
                Participant"), will be distributed to the Married Participant's
                Surviving Spouse unless the Married Participant has designated
                another person or persons as his Beneficiary and the Surviving
                Spouse has consented to the designation as provided in
                subsection 6.8(b).

       (b)      A Surviving Spouse's consent under this Section will be
                effective only if:

                (i)    The Married Participant designates another Beneficiary
                       and that designation cannot be changed without the
                       Surviving Spouse's consent (unless the original consent
                       expressly permits a change to be made without the
                       Surviving Spouse's subsequent consent);

                (ii)   The Surviving Spouse consents to the designation in a
                       writing witnessed by a Notary Public or Committee member;
                       and

                (iii)  The consent acknowledges the effect of the Married
                       Participant's designation.

       (c)      A Participant's "Surviving Spouse" is the person to whom the
                Participant was married on the day of his death.

       (d)      Each Beneficiary designation will be in the form prescribed by
                the Committee and will be effective only if filed with the
                Committee during the Participant's lifetime. Each Beneficiary
                designation filed with the Committee will cancel all previously
                filed Beneficiary designations. The revocation of a Beneficiary
                designation, no matter how effected, will not require the
                consent of any designated Beneficiary, except where spousal
                consent is required.

       (e)      Subject to subsection 6.8(b), if any Participant is unmarried
                and fails to designate a Beneficiary in the manner provided
                above, or if the designated Beneficiary does not survive the
                Participant, the Committee will direct the Trustee to distribute
                the Participant's benefits to the Participant's estate. If the
                Beneficiary survives the Participant, but dies before the
                complete distribution of the Participant's benefits, the
                Committee will direct the Trustee to distribute the balance of
                such Participant's benefits to the Beneficiary's estate.

       Section 6.9     Direct Rollovers. Notwithstanding any provision of the
Plan to the contrary, a Distributee may elect, at the times and in the manner
prescribed by the Committee, to have any portion of an Eligible Rollover
Distribution paid to an Eligible Retirement Plan specified by the Distributee in
a Direct Rollover.


                                       24
<PAGE>

        A Participant may elect to make a Direct Rollover of all or a portion of
his Roth 401(k) Contribution Account or Roth Rollover Account as provided in
this Section; however, for purposes of this Section, an `Eligible Retirement
Plan' means another designated Roth 401(k) account, or Roth individual
retirement account maintained by the Participant.

        The term "Eligible Rollover Distribution" means any distribution of all
or any portion of the balance to the credit of the Distributee, except that an
Eligible Rollover Distribution does not include: any distribution that is one of
a series of substantially equal periodic payments (not less frequently than
annually) made for the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the Distributee's
designated Beneficiary, or for a specified period of ten years or more; any
distribution to the extent such distribution is required under Code Section
401(a)(9); and any distribution to the extent paid from the Participant's
Account as a "hardship withdrawal." A portion of a distribution will not fail to
be an Eligible Rollover Distribution merely because the portion consists of
after-tax contributions which are not includible in gross income. However, such
portion may be transferred only to an individual retirement account or annuity
described in Code Section 408(a) or (b) (collectively, "IRA"), or to a qualified
defined contribution plan described in Code Section 401(a) or 403(a) that agrees
to separately account for amounts so transferred, including separately
accounting for the portion of the distribution which is includible in gross
income and the portion which is not so includible.

        "Eligible Retirement Plan" means an IRA, an annuity plan described in
Code Section 403(a), a qualified trust described in Code Section 401(a), an
annuity contract described in Code Section 403(b) and an eligible plan under
Code Section 457(b) which is maintained by a state, political subdivision of a
state or any agency or instrumentality of a state or political subdivision of a
state, that accepts the Distributee's Eligible Rollover Distribution.
Notwithstanding the foregoing, any Eligible Rollover Distribution to a
Non-Spouse Beneficiary (as described below) in a Direct Rollover may only be
made to an IRA in a direct trustee-to-trustee rollover, and such IRA will be
titled and treated as an inherited IRA.

        "Distributee" means an employee or former employee. In addition, the
employee's or former employee's Surviving Spouse and the employee's or former
employee's spouse or former spouse who is the Alternate Payee under a Qualified
Domestic Relations Order, as defined in Code Section 414(p), are Distributees
with regard to the interest of the spouse or former spouse. Additionally, a
Distributee will also include the Participant's Beneficiary who is designated
under Section 6.10 and is the designated beneficiary under Code Section
401(a)(9) and the regulations thereunder and who is not the Participant's
Surviving Spouse or spouse or former spouse who is an Alternate Payee under a
Qualified Domestic Relations Order (a "Non-Spouse Beneficiary").

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

        Section 6.10 Loans. The Trustee may loan a portion of the Trust fund to
a Participant at the Committee's direction in accordance with the provisions of
Supplement D.




                                       25
<PAGE>

                                  ARTICLE VII
                                  -----------

                              Plan Administration
                              -------------------

        Section 7.1      Plan Administrator. The Company will act as the Plan
administrator and as the Plan's agent for service of legal process. However, the
Company's Board of Directors may appoint a Committee under Section 7.2 to
perform the day-to-day administration of the Plan as provided in this Article
VII. If no Committee is appointed, the Company will perform the duties assigned
to the Committee.

        Section 7.2      Committee Membership. The Committee appointed by the
Company's Board of Directors will consist of three or more persons who may but
need not be employees of an Affiliate. The Company will notify the Trustee, any
other Employers and Participants of the Committee's membership.

        Section 7.3      Appointment, Resignation, Removal of Committee Members.
The Company may remove a member of the Committee at any time by written notice
to him, the other Committee members, any other Employers and the Trustee. A
Committee member may resign at any time by written notice to the Company's Board
of Directors, the other Committee members, any other Employers and the Trustee.
The Company may fill any vacancy in the Committee's membership and will give
written notice thereof to the other Committee members, any other Employers and
the Trustee. While there is a vacancy in the Committee's membership, the
remaining Committee members will have the same powers as the full Committee
until the vacancy is filled.

        Section 7.4      Committee Procedures. The Committee may act at a
meeting or in writing without a meeting. The Committee may elect one of its
members as chairman and appoint a secretary, who may or may not be a Committee
member, as it deems advisable. The Committee may authorize any one or more of
its members to execute any directive or certification on behalf of the
Committee. The Trustee, upon receipt of such authorization, may rely on any
directive or certification issued by the authorized member or members until
notified to the contrary. The Committee may also adopt such bylaws and
regulations as it deems desirable for the conduct of its affairs. All decisions
of the Committee will be made by the vote of the majority including actions in
writing taken without a meeting. If because of the number of members qualified
to act there is no majority on a particular matter, the Company will decide the
matter.

        Section 7.5      Committee Powers and Duties. The Committee has the
duties and powers necessary to discharge its obligations under the Plan and
Trust, including, but not limited to, the following:

        (a)      To construe and interpret the Plan and decide all questions
                 arising in the administration, interpretation and application
                 of the Plan and Trust;

        (b)      To receive from the Employers and from Participants the
                 information necessary for the proper administration of the
                 Plan;

        (c)      To keep, and to furnish an Employer upon its request, such
                 records and reports with respect to the administration of the
                 Plan as are reasonable and appropriate;


                                       26
<PAGE>

        (d)     To receive, review and keep on file (as it deems convenient or
                proper) reports of the financial condition, and of the receipts
                and disbursements, of the Trust fund from the Trustee;

        (e)     To direct the Trustee in the payments or distributions to be
                made from the Trust fund in accordance with the provisions of
                the Plan; and

        (f)     To appoint or employ individuals to assist in the administration
                of the Plan and any other agents it deems advisable, including
                legal, accounting and actuarial counsel.

        Section 7.6    Committee Rules and Decisions. The Committee may adopt
such rules and procedures as it deems necessary or desirable to provide for the
proper administration of the Plan. All rules and decisions of the Committee will
be consistent with the terms of the Plan and Trust and will be uniformly and
consistently applied to all Participants in similar circumstances. When making a
determination or calculation, the Committee is entitled to rely upon information
furnished by a Participant or Beneficiary, the Employers, the legal counsel of
the Company or the Trustee. The Committee will make any adjustments it considers
equitable and practicable to correct a mistake of fact once the mistake becomes
known. Subject to applicable law, any determination made in good faith by the
Committee under this Article VII will be binding on all persons. Consequently,
benefits under this Plan will be paid only if the Committee decides in its
discretion that the applicant is entitled to them.

        Section 7.7    Interested Committee Member. If a Committee member (or
that member's spouse) is a Plan Participant, that member will be ineligible to
participate in any decision concerning his eligibility for the amount, method or
timing of a distribution under the Plan to be made on his behalf (or on behalf
of his spouse).

        Section 7.7    Facility of Payment. Whenever, in the Committee's
opinion, a person entitled to receive any payment under the Plan is under a
legal disability or incapacitated in any way so as to be unable to manage his
financial affairs, the Committee may direct the Trustee to make payments to his
legal representative or to a relative or friend of such person for his benefit,
or to apply the payment for the benefit of the person in a manner the Committee
considers appropriate. Any benefit payment made in accordance with this Section
will constitute a complete discharge of any liability for the making of such
payment under the Plan.

        Section 7.8    Missing Participants and Beneficiaries. Each Participant
must file his and his Beneficiary's post office address (and any change of
address) with the Committee. Any communication sent to a Participant or
Beneficiary at the address last filed with the Committee, or at the address
shown on the Employer's records if no address was filed with the Committee, will
be binding on the Participant and Beneficiary for all purposes of the Plan.
Except as provided below, neither the Committee nor an Employer is required to
search for or locate a Participant or Beneficiary. Notwithstanding the
foregoing, if (i) payment of a "small benefit" as described in subsection 6.5(a)
is to be made to the Participant or Beneficiary or (ii) payment is to be made
due to the Participant's attainment of Normal Retirement Age and the address on
file with the Committee is not a current address, the Committee will make
reasonable efforts to locate the missing Participant or Beneficiary. If, after a
reasonable search, the Committee is



                                       27
<PAGE>

unable to locate the Participant or Beneficiary, the Participant's or
Beneficiary's Account will be forfeited and treated as a Remainder under Section
6.4. If the Participant or Beneficiary subsequently contacts the Committee to
request payment of his vested Account under the Plan, the Committee will pay the
Participant or Beneficiary the vested balance of his Account determined as of
the date of the forfeiture. If the Company pays the Participant's benefit under
the preceding sentence, the reinstatement will be made by utilizing Remainders
forfeited by other Participants. If no or insufficient forfeited Remainders are
available for this purpose, the Company may use any income of the Trust fund to
be credited as of that date under subsection 5.3(b) or may require the
Participant's Employer to make a special Employer contribution, as determined by
the Company, to the extent needed to reinstate the required amount.
Alternatively, if the benefit is a small benefit and the individual retirement
account provider used by the Plan for rollover of small benefits as described in
subsection 6.5(a) is willing to accept a rollover for a missing Participant or
Beneficiary, the vested Account will be rolled to an individual retirement
account, as provided in subsection 6.5(a) and the remainder of the Account will
be forfeited as provided in Section 6.4.

        Section 7.9 Claims and Review Procedures. While a Participant or
Beneficiary need not file a claim to receive a benefit under the Plan, such a
person may submit a written claim to the Committee or seek a review of the
Committee's benefit determination. The Committee will afford the Participant or
Beneficiary a full and fair review of such a request as provided in Supplement
A.

        Section 7.10 Plan Expenses. All usual and reasonable expenses of the
Plan, including expenses incurred by the Committee, may be paid in whole or in
part by the Employers (in the proportion determined by the Company), and any
expenses not paid by the Employers may be paid by the Trustee out of the
principal or income of the Trust fund. To the extent expenses are paid by the
Trustee from the Trust fund, the Committee may allocate those expenses to an
individual Participant's Account in accordance with nondiscriminatory rules
established by the Committee and communicated to Participants. Any member of the
Committee who is an employee of an Affiliate may not receive compensation with
respect to his services for the Committee.

        Section 7.11 Fiduciary Responsibilities. A fiduciary with respect to the
Plan or Trust shall discharge his fiduciary duties solely in the interest of
Plan Participants and their Beneficiaries with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. It is intended under the Plan
and Trust that a fiduciary will be responsible only for the proper exercise of
its own fiduciary duties and obligations to the extent not properly allocated or
delegated to other persons.



                                       28
<PAGE>

                                  ARTICLE VIII
                                  ------------

                                 Miscellaneous
                                 -------------

        Section 8.1     Nonguarantee of Employment. Nothing contained in this
Plan may be construed as a contract of employment between an Employer and any
employee, or as a right to be engaged or continued in the employment of an
Employer, or as a limitation of the right of an Employer to discharge any of its
employees, with or without cause.

        Section 8.2     Rights to Trust Assets. No employee or Beneficiary has
any right to, or interest in, any assets of the Trust, except as provided from
time to time under this Plan. Benefits payable under the Plan to any person are
to be paid solely out of the assets of the Trust fund and the liability of the
Committee, the Employers and the Trustee to make a benefit payment under the
Plan is limited to the Trust assets available for that purpose.

        Section 8.3     Nonalienation of Benefits. Except as may be required by
the tax withholding provisions of a federal, state or municipal tax act or
pursuant to a qualified domestic relations order (as that term is defined in
Code Section 414(p)) or pursuant to a judgment or settlement described in Code
Section 401(a)(13)(C), benefits payable under this Plan are not subject in any
manner to sale, transfer, assignment, pledge, encumbrance, garnishment, or levy
of any kind, either voluntary or involuntary, prior to actually being received
by the person entitled to the benefit under the terms of the Plan; and any
attempt to sell, transfer, assign, pledge, encumber, or otherwise dispose of any
right to benefits payable hereunder will be void. The Trust fund will not be
liable for, or subject to, the debts, contracts, liabilities, engagements or
torts of any person entitled to benefits hereunder.

        Section 8.4     Applicable State Law. To the extent not superseded by
the laws of the United States, this Plan will be administered and construed and
its validity determined under the laws of the State of Indiana, without regard
to that state's choice of law principles.

        Section 8.5     Illegal or Invalid Provisions. In the event any
provision of this Plan is held illegal or invalid for any reason, such
illegality or invalidity will not affect the remaining parts of this Plan, and
the Plan will be construed and enforced as if such illegal or invalid provision
had never been inserted herein.

        Section 8.6     Gender and Number. Words in the masculine gender are to
be construed to include the feminine gender in all cases where appropriate and
words in the singular or plural are to be construed as being in the plural or
singular where appropriate.

        Section 8.7     Execution in Counterparts. This Plan may be executed in
any number of counterparts each of which will be deemed to be an original. All
the counterparts will constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.

        Section 8.8     Waiver of Notice. Any notice required under the Plan may
be waived by the party entitled to such notice.

        Section 8.9     Action by the Employers. Any action required or
permitted to be taken by an Employer under the Plan or Trust must be by
resolution of its Board of Directors, by a duly


                                       29
<PAGE>

authorized committee of its Board of Directors or by a person or persons duly
authorized by its Board of Directors or such committee.

       Section 8.10 Indemnification. To the extent permitted by law, the
Employers will indemnify each current and former employee or director of an
Employer and each current and former Committee member against any and all
liability or claim of liability (to the extent not indemnified under any
liability insurance contract or other indemnification agreement) which the
person incurs on account of any act or failure to act in connection with the
good faith administration of the Plan, including all expenses incurred in the
person's defense if the Employers fail to provide a defense after having been
requested to do so in writing. The right to indemnification under this Section
is conditioned upon the person notifying the Company of the claim of liability
within 30 days of the notice of that claim and offering the Company the right to
participate in and control the settlement and defense of the claim.

       Section 8.11 Nonguarantee of Funds. Neither the Trustee nor the Employers
in any way guarantee the Trust fund from loss or depreciation.

       Section 8.12 Qualified Domestic Relations Orders. Notwithstanding the
provisions of Article VI, payments from a Participant's Account may be made (to
the extent vested under Section 6.3) to an "Alternate Payee" under a "Qualified
Domestic Relations Order" (as those terms are defined under Code Section 414(p))
prior to the Participant's retirement or other termination of employment.




                                       30
<PAGE>

                                   ARTICLE IX
                                   ----------

                           Amendment and Termination
                           -------------------------

        Section 9.1     Amendment. The Company reserves the right to amend the
Plan from time to time in its sole discretion, provided that the amendment:

        (a)     Except as provided in Section 10.3, does not cause any part of
                the Trust fund to be used for, or diverted to, any purpose other
                than the exclusive benefit of Participants or their
                Beneficiaries.

        (b)     Does not eliminate or reduce a Participant's accrued benefit
                under the Plan.

        Section 9.2     Termination. While the Employers expect and intend to
continue the Plan, the Company reserves the right to terminate the Plan with
respect to all Employers at any time in its sole discretion. In addition, the
Plan will terminate with respect to an individual Employer (a) by resolution of
the Employer's Board of Directors, provided that 30 days advance written notice
is given to the Committee and the Company, (b) upon the dissolution, merger,
consolidation or reorganization of the Employer or the sale by the Employer of
all or substantially all of its assets (unless a successor is substituted for
the Employer under Section 10.1) or (c) upon the Employer's complete
discontinuance of contributions under the Plan. A partial termination of the
Plan may occur with respect to a group of Participants on any date specified by
the Company or required by law.

        Section 9.3     Termination Procedures. The date of a termination or
partial termination (a "Plan Termination Date") will constitute a special
Accounting Date under Section 5.2. After the adjustments required under Section
5.3 have been made, the Committee may reserve a sum it deems to be reasonably
necessary to pay any absolute or contingent liabilities of the Plan or Trust and
may charge that sum to each Participant's Account on a pro rata basis according
to the Account balances as adjusted under the preceding sentence. The Account
balances of affected Participants and Beneficiaries, as adjusted, will be fully
vested and nonforfeitable as of the Plan Termination Date and will be
distributed in a single payment as soon as practicable to each such Participant
or Beneficiary (unless the Participant is employed by another Employer as to
which the Plan has not terminated). Notwithstanding the foregoing, no
distribution will be made under this Section if an Affiliate (determined at the
time of the termination) maintains a "Successor Plan" as that term is defined
under Code Section 401(k)(2)(B)(i)(II) and the final regulations issued under
that section. All provisions of the Plan which are not inconsistent with this
Article will continue in effect, including all the powers and duties of the
Committee, the Company and the Trustee, until a complete distribution of the
Trust fund has been made.




                                       31
<PAGE>

                                   ARTICLE X
                                   ---------

                      Successors, Mergers and Plan Assets
                      -----------------------------------

       Section 10.1 Successors. In the event of the dissolution, merger,
consolidation or reorganization of an Employer or the sale by an Employer of all
or substantially all of its assets, provision may be made with the consent of
the Company by which the Plan and Trust will be continued by the Employer's
successor; and, in that event, the successor will be substituted for the
Employer under the Plan. Upon the substitution, the successor will assume all
Plan liabilities and will assume all of the powers, duties and responsibilities
of that Employer under the Plan.

       Section 10.2 Plan Mergers, Consolidations and Transfers. The Plan will
not, in whole or in part, be merged or consolidated with or have its assets or
liabilities transferred to any other plan, unless each Participant of this Plan
would be entitled to receive a benefit immediately after the merger,
consolidation or transfer (if the Plan terminated on that date) equal to or
greater than the benefit he would have been entitled to immediately before the
merger, consolidation or transfer (if the Plan terminated on that date).

       Section 10.3 Plan Assets. The Employers will have no right, title or
interest in any portion of the Trust fund, nor may any portion of the Trust fund
be returned to an Employer, directly or indirectly, except:

       (a)       If the Internal Revenue Service determines that the Plan as
                 initially adopted by an Employer does not meet the requirements
                 of Code Section 401(a) and the Company determines that the Plan
                 should not be amended to meet the Internal Revenue Service's
                 requirements, a contribution made before the Internal Revenue
                 Service's determination, provided that (i) the contribution is
                 returned to the Employer within one year of the determination
                 and (ii) the qualification application is made by the time
                 prescribed by law for filing the Employer's return for the
                 taxable year in which the Plan is adopted or such later date as
                 the Secretary of the Treasury may prescribe.

       (b)       A contribution made by a mistake of fact, provided that the
                 contribution is returned to the Employer within one year of the
                 original contribution date.

       (c)       The portion of a contribution that is disallowed as an expense
                 for federal income tax purposes, provided that such amount is
                 returned to the Employer within one year of the disallowance.

Any amount returned under subsection (b) or (c) above must first be reduced by
any amount previously distributed from the Trust fund and then by any Trust fund
losses allocable to that amount, and in no event may the return of the
contribution under those subsections cause any Participant's Account balance to
be less than the Account balance he would have been credited with had the
contribution not been made.



                                       32
<PAGE>

                                   ARTICLE XI
                                   ----------

                          Participation By Affiliates
                          ---------------------------

       Section 11.1 Affiliate Participation. Any Affiliate may adopt the Plan
and become an Employer under the Plan and a party to the Trust by filing:

       (a)      A certified copy of a resolution of its Board of Directors to
                that effect with the Company, the Committee and the Trustee; and

       (b)      A written document signed by an officer of the Company which
                indicates the Company's consent to that action with the
                Committee and the Trustee.

       Section 11.2 Company Action Binding on Other Employers. As long as the
Company is an Employer under the Plan, it is empowered to act for any other
Employer in all matters relating to the Plan, the Committee or the Trustee.







                                       33
<PAGE>

                                  SUPPLEMENT A
                                  ------------

                          Claims and Review Procedures
                          ----------------------------

        Section A-1     Procedures Governing the Filing of Benefit Claims. All
Benefit Claims must be filed on the appropriate claim forms available from the
Committee or in accordance with the procedures established by the Committee for
claim purposes. A "Benefit Claim" means a request for a Plan benefit or
benefits, made by a Claimant or by an authorized representative of a Claimant,
which complies with the Plan's procedures for making benefit claims. "Claimant"
means a Participant, a surviving spouse of a Participant, a Beneficiary, or an
Alternate Payee, who is claiming entitlement to the payment of any benefit under
the Plan.

        Section A-2     Notification of Benefit Determinations. The Committee
will notify a Claimant, in accordance with Section A-3 below, of the Plan's
benefit determination within a reasonable period of time after receipt of a
Benefit Claim, but not later than 90 days after receipt of the Benefit Claim by
the Plan.

        If special circumstances require an extension of time for processing the
Benefit Claim, the Committee will notify the Claimant of the extension prior to
the termination of the initial period described above. The notice will indicate
the special circumstances requiring the extension of time and the date by which
the Plan expects to make the benefit determination. In no event will the
extension exceed a period of 90 days from the end of the initial period.

        Section A-3     Manner And Content of Notification of Benefit
Determinations. All notices given by the Committee under the Plan will be given
to a Claimant, or to his authorized representative, in a manner that satisfies
the standards of 29 CFR 2520.104b-1(b) as appropriate with respect to the
particular material required to be furnished or made available to that
individual. The Committee may provide a Claimant with either a written or an
electronic notice of the Plan's benefit determination. Any electronic
notification will comply with the standards imposed by 29 CFR
2520.104b-1(c)(1)(i), (iii) and (iv). In the case of an Adverse Benefit
Determination, the notice will set forth, in a manner calculated to be
understood by the Claimant:

        (a)     The specific reasons for the adverse determination;

        (b)     Reference to the specific Plan provisions (including any
                internal rules, guidelines, protocols, criteria, etc.) on which
                the determination is based;

        (c)     A description of any additional material or information
                necessary for the Claimant to complete the claim and an
                explanation of why such material or information is necessary;
                and

        (d)     A description of the Plan's review procedures and the time
                limits applicable to such procedures.

        The term "Adverse Benefit Determination" means a denial, reduction, or
termination of, or a failure to provide or make payment (in whole or in part)
for, any benefit claimed to be payable under the Plan.



                                      A-1
<PAGE>

        Section A-4     Appeal of Adverse Benefit Determinations. A Claimant who
receives an Adverse Benefit Determination and desires a review of that
determination must file, or his authorized representative must file on his
behalf, a written request for a review of the Adverse Benefit Determination, not
later than 60 days after receiving the determination.

        The written request for a review must be filed with the Committee. Upon
receiving the written request for review, the Committee will advise the
Claimant, or his authorized representative, in writing that:

        (a)     The Claimant, or his authorized representative, may submit
               written comments, documents, records, and any other information
               relating to the claim for benefits; and

        (b)    The Claimant will be provided, upon request of the Claimant or
               his authorized representative, reasonable access to, and copies
               of, all documents, records, and other information relevant to the
               Claimant's Benefit Claim, without regard to whether those
               documents, records, and information were considered or relied
               upon in making the Adverse Benefit Determination that is the
               subject of the appeal.

        Section A-5     Benefit Determination on Review. All appeals by a
Claimant of an Adverse Benefit Determination will receive a full and fair review
by an appropriate named fiduciary of the Plan.

        Section A-6     Notification of Benefit Determination on Review. The
Committee will notify a Claimant, in accordance with Section A-7, of the Plan's
benefit determination on review within a reasonable period of time, but not
later than 60 days after the Plan's receipt of the Claimant's request for review
of an Adverse Benefit Determination. If, however, special circumstances require
an extension of time for processing the review by the named fiduciary, the
Claimant will be notified, prior to the termination of the initial 60 day
period, of the special circumstances requiring the extension and the date by
which the Plan expects to render the Plan's benefit determination on review,
which will not be later than 120 days after receipt of a request for review.
Provided, however, in the case of a Plan with a Committee or other group
designated as the appropriate named fiduciary that holds regularly scheduled
meetings at least quarterly, the time limit of this Section will be modified in
accordance with 29 CFR 2560.503-1(i)(1)(ii) or 29 CFR 2560.503-1(i)(3)(ii),
whichever is applicable.

        Section A-7     Manner and Content of Notification of Benefit
Determination on Review. The Committee will provide a Claimant with notification
of its benefit determination on review in a method described in Section A-3.

        In the case of an Adverse Benefit Determination on review, the
notification must set forth, in a manner calculated to be understood by the
Claimant:

        (a)     The specific reasons for the adverse determination on review;

        (b)    Reference to the specific Plan provisions (including any
               internal rules, guidelines, protocols, criteria, etc.) on which
               the benefit determination on review is based;


                                      A-2
<PAGE>

        (c)    A statement that the Claimant is entitled to receive, upon
               request and free of charge, reasonable access to, and copies of,
               all documents, records and other information relevant to the
               Claimant's Benefit Claim, without regard to whether those records
               were considered or relied upon in making the Adverse Benefit
               Determination on review, including any reports, and the
               identities, of any experts whose advice was obtained.













                                      A-3
<PAGE>

                                  SUPPLEMENT B
                                  ------------

               Limitations on Compensation Deferral Contributions
               --------------------------------------------------

       Section B-1    Purpose. The purpose of this Supplement B is to satisfy
the requirements of Code Sections 401(k), 401(m) and 402(g). Consequently, the
Compensation Deferral Contributions made on behalf of a Participant will be
limited each year in accordance with the following provisions.

       Section B-2    Annual Dollar Limitation on Compensation Deferral
Contributions. Notwithstanding any other Plan provision:

       (a)    Except to the extent permitted under Code Section 414(v), a
              Participant may not defer more than $15,500 (or the amount
              determined under Code Section 402(g) (the "Annual Dollar
              Limitation") of his Compensation in any one calendar year under
              Section 3.1 of the Plan (or under a comparable provision of any
              other plan maintained by an Affiliate). If a Participant's
              Compensation Deferrals exceed the Annual Dollar Limitation in
              effect for any calendar year, the excess deferrals (plus the Trust
              fund earnings or minus the Trust fund losses attributable to the
              excess deferrals and, for the Plan Year beginning January 1, 2006
              and January 1, 2007, for the period beginning on the first day of
              the next calendar year and ending no more than seven days prior to
              the distribution) will be distributed to the Participant by April
              15 of the next calendar year.

       (b)    If a Participant's Elective Deferrals (as defined in subsection
              (c) below) exceed the Annual Dollar Limitation (or, if greater,
              the amount determined under Code Section 402(g)(8)) in effect for
              any calendar year, the Participant may notify the Committee in
              writing of the excess and may elect to treat all or a portion of
              his Compensation Deferrals under this Plan, to the extent of the
              excess, as an excess Elective Deferral. If this notice is received
              by the Committee prior to March 1 of the calendar year following
              the calendar year in which the excess Elective Deferrals were
              made, the Committee may, in its sole discretion and without regard
              to any other provision of the Plan, direct the Trustee to
              distribute the amount designated by the Participant as excess
              Elective Deferrals (plus any Trust fund earnings or minus any
              Trust fund losses attributable to that amount for the calendar
              year in which the excess Elective Deferrals were made and, for
              Plan Years beginning January 1, 2006 and January 1, 2007, for the
              period beginning on the first day of the next calendar year and
              ending no more than seven days prior to the distribution) prior to
              April 15 of that same year. The excess Elective Deferrals
              distributed under this subsection (b) will not be treated as a
              contribution for purposes of the limitations under Section 5.8,
              but will be considered in determining the limitations of Sections
              B-4.

       (c)    The term "Elective Deferral" means the sum of any contributions
              made on behalf of a Participant by any entity (including any
              Compensation Deferral Contributions and excluding Catch-Up
              Contributions made under this Plan) for a calendar year:



                                      B-1
<PAGE>

                (i)     Under a qualified cash or deferred arrangement (as
                        defined in Code Section 401(k)) to the extent not
                        includible in the Participant's gross income for that
                        calendar year under Code Section 402(e)(3) (determined
                        without regard to Code Section 402(g));

                (ii)    Under a simplified employee pension plan to the extent
                        not includible in the Participant's gross income for
                        that calendar year under Code Section 402(h)(1)(B)
                        (determined without regard to Code Section 402(g));

                (iii)   Applied toward the purchase of an annuity contract under
                        Code Section 403(b) pursuant to a salary reduction
                        agreement (within the meaning of Code Sections
                        3121(a)(5)(D) and 402(g)(3) and any regulations issued
                        under those sections); or

                (iv)    Under a simple retirement account established under Code
                        Section 408(p)(2)(A)(i).

        Section B-3     Actual Deferral Percentage Test Safe Harbor Provisions.
The Plan is treated as satisfying the Actual Deferral Percentage test under Code
Section 401(k)(3)(A)(ii) and Treasury Regulation Section 1.401(k)-2(a) for the
Plan Year, if the following conditions are met:

        (a)     For the entire Plan Year the Employer contributes to the Plan a
                Safe Harbor Matching Contribution which is allocated and
                credited to the Safe Harbor Matching Contribution Accounts of
                all Participants in the amount provided for in Section 5.5;

        (b)     Safe Harbor Matching Contributions contributed on behalf of
                Participants are nonforfeitable within the meaning of Treasury
                Regulation Section 1.401(k)-1(c);

        (c)     Safe Harbor Matching Contributions contributed on behalf of
                Participants are subject to the withdrawal restrictions of Code
                Section 401(k)(2)(B) and Treasury Regulation Section
                1.401(k)-1(d); and

        (d)     Each Participant for the Plan Year receives a written notice
                that satisfies the following requirements:

                (i)     The notice is sufficiently accurate and comprehensive to
                        inform the Participant of the Participant's rights and
                        obligations under the Plan;

                (ii)    The notice is written in a manner calculated to be
                        understood by the average Participant; and

                (iii)   At least 30 days (and no more than 90 days) before the
                        beginning of each Plan Year (or prior to a Participant's
                        Entry Date, if later), the notice is given to
                        Participants for that Plan Year specifically stating
                        that the Employer will make a Safe Harbor Matching
                        Contribution for the Plan Year.



                                      B-2
<PAGE>

        For purposes of subsection (d), the notice is considered sufficiently
accurate and comprehensive if the notice accurately describes (i) the Safe
Harbor Matching Contribution formula including the fully vested nature of such
contributions, (ii) any other contributions under the Plan and the conditions
under which such contributions are made, (iii) the type and amount of
compensation that may be deferred under the Plan, (iv) how to elect to make
Compensation Deferral Contributions and Catch-Up Contributions under the Plan,
(v) the periods available under the Plan for making Compensation Deferral
Contributions and Catch-Up Contributions, (vi) withdrawal and vesting provisions
applicable to all contributions under the Plan and (vii) contact information for
Participants to obtain additional information about the Plan. The Plan will
satisfy the content requirement for the notice without providing the information
in (ii) and (iii) above provided that the notice cross-references relevant
portions of a summary plan description previously or currently provided to the
Participant.

        The Committee has determined to use the rules of Code Section
410(b)(4)(B) to treat the Plan as two separate plans for purposes of the
coverage requirements of Code Section 410(b) and will apply the safe harbor
requirements of this Section to the "plan" covering Participants who have met
the age and service requirements of subsection 2.1(b) and will apply the rules
of Section B-4 to the "plan" covering Participants who have not met the age and
service requirements of subsection 2.1(b).

        This Section B-4 will only apply to any Plan Years in which there are
Participants in the Plan who do not meet the age and service conditions of
subsection 2.1(b) and the Committee disaggregates the Plan when calculating the
Actual Deferral Percentage for Participants who have not satisfied the
conditions to be eligible for Safe Harbor Matching Contributions, provided the
disaggregated "plans" meet the requirements of Code Section 410(b).

        Section B-4    Percentage Limitation on Compensation Deferral
Contributions. This Section B-4 will only apply to any Plan Year in which there
are Participants in the Plan who do not meet the age and service conditions of
Section 2.1(b) and the Committee disaggregates the Plan when calculating the
Actual Deferral Percentage for Participants who have not satisfied the
conditions to be eligible for Safe Harbor Matching Contributions, provided the
disaggregated "plans" meet the requirements of Code Section 410(b). Except as
otherwise provided in Section B-3, the Actual Deferral Percentage (as defined
below) for Participants who are Highly Compensated Employees (as defined in
Section B-6) for any Plan Year may not exceed the greater of:

        (a)     125 percent of the Actual Deferral Percentage for all other
                Participants for that same Plan Year; or

        (b)     The lesser of:

                (1)    200 percent of the Actual Deferral Percentage for all
                       other Participants for that same Plan Year, or

                (2)    The Actual Deferral Percentage for all other Participants
                       for that same Plan Year plus two percentage points.



                                      B-3
<PAGE>

        The "Actual Deferral Percentage" for a specified group of Participants
for any Plan Year means the average of the ratios, determined individually for
each Participant in the group, of (1) to (2) where:

                (1)    Equals the sum of the Compensation Deferral Contributions
                       made under Section 4.1 for the Participant with respect
                       to that Plan Year; and

                (2)    Equals the Participant's Compensation (as determined
                       under Section 5.7) for that Plan Year.

        To insure compliance with the limitation described above (the
"Percentage Limitation"), the Committee may limit prospective Compensation
Deferrals of Participants under Section 3.1 at any time during the Plan Year. If
the Committee determines that the Compensation Deferral Contributions made on
behalf of the Highly Compensated Employees exceed the Percentage Limitation for
any Plan Year, the excess contributions will be calculated by reducing the
Actual Deferral Percentage of the Highly Compensated Employee with the highest
Actual Deferral Percentage first. If the Actual Deferral Percentage test is not
yet passed, the process is repeated with the remaining Highly Compensated
Employees until the test is satisfied. Once the total amount of excess
contributions is determined, the excess contributions will be distributed to the
Highly Compensated Employees in the order of their actual contribution amounts
(including all contributions treated as deferrals for the Actual Deferral
Percentage test), beginning with the highest deferral amount, to the extent
necessary to distribute all excess contributions. The distributions of excess
contributions will include any Trust fund earnings or losses attributable to the
excess contributions for the Plan Year for which the excess contributions were
made and, effective for Plan Years beginning in 2006 and 2007, for the period
beginning on the first day of the following Plan Year and ending no more than
seven days prior to the distribution. The excess to be distributed under this
Section will be reduced by any Excess Deferrals to be returned to the
Participant with respect to that same Plan Year under Section B-2. A
distribution under the preceding sentence will generally be made within two and
one-half months after the end of that Plan Year, but in no event later than the
last day of the Plan Year that follows the Plan Year in which the excess
occurred. To the extent that distribution of a Participant's Compensation
Deferrals, plus earnings, is required and the Participant has made Roth 401(k)
Contributions during the Plan Year, unless a Participant elects otherwise under
the rules established by the Committee, any distribution of an Excess
Compensation Deferral Contribution will be made first from the funds contributed
during the Plan Year to the Roth 401(k) Contribution Account and then from funds
contributions during the Plan Year to the Pre-Tax Contribution Account.

        Section B-5    Highly Compensated Employees. For purposes of this
Supplement B, a "Highly Compensated Employee" means an individual described in
Code Section 414(q), which includes an employee who:

        (a)     At any time during the current or the preceding Plan Year, was a
                five percent owner of an Affiliate; or

        (b)     During the preceding Plan Year, received Compensation from the
                Affiliates in excess of $100,000 (as adjusted under Code Section
                414(q)(1)).




                                      B-4
<PAGE>

        Section B-6    Aggregation of Plans. For purposes of applying the Annual
Dollar Limitation of Section B-2, all compensation deferrals made under any plan
maintained by an Affiliate will be aggregated with the Compensation Deferral
Contributions made under this Plan. All plans (within the meaning of Treasury
Regulation Section 1.410(b)-7(a) and (b) after application of the mandatory
disaggregation rules and permissive aggregation rules of those regulations)
maintained by an Affiliate (under which compensation deferrals are made) that
are treated as one plan for purposes of Code Section 401(a)(4) or 410(b) and
which use the safe harbor method to satisfy the nondiscrimination requirements
of Code Sections 401(k) and 401(m) will be treated as one plan in accordance
with Treasury Regulation Section 1.410(k)- 1(b)(4) or 1.401(m)-1(b)(4) and such
plans that are treated as one plan for purposes of Code Section 401(a)(4) and
410(b) and which use the actual deferred percentage test or actual contribution
percentage test to satisfy the nondiscrimination requirements of Code Sections
401(k) and 401(m) will be treated as one plan in accordance with Treasury
Regulation 1.401(k)- 1(b)(4) or 1.401(m)-1(b)(4). In addition, if any Highly
Compensated Employee is a Participant in any other plan maintained by an
Affiliate that permits compensation deferrals, the Highly Compensated Employee's
compensation deferrals under that plan will be aggregated with this Plan for
purposes of the foregoing limitations.







                                      B-5
<PAGE>

                                  SUPPLEMENT C
                                  ------------

                              Top-Heavy Provisions
                              --------------------

       Section C-1    Application. The purpose of this Supplement C is to
satisfy the requirements of Code Section 416. Consequently, the provisions of
Sections C-6 will apply for each Plan Year the Plan is determined to be a
"Top-Heavy Plan" under Section C-2.

       Section C-2    Top-Heavy Plan. Subject to the provisions of Section C-5,
the Plan will be a Top-Heavy Plan for a Plan Year if on that Plan Year's
Determination Date the sum of the Account balances of Participants who are Key
Employees (as defined in Section C-3) exceeds 60 percent of the sum of the
Account balances of all Participants. For purposes of the preceding sentence,
the "Determination Date" for a Plan Year means the last day of the preceding
Plan Year.

       Section C-3    Key Employees. For purposes of this Supplement C:

       (a)     The term "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 an
               Affiliate having annual compensation greater than $145,000 (as
               adjusted under Code Section 416(i)(1) for Plan Years beginning
               after December 31, 2007), a five-percent owner of an Affiliate,
               or a one-percent owner of an Affiliate having annual compensation
               of more than $150,000. For this purpose, annual compensation
               means compensation within the meaning of Code Section 415(c)(3).
               The determination of who is a Key Employee will be made in
               accordance with Code Section 416(i)(1) and the applicable
               regulations and other guidance of general applicability issued
               thereunder.

       (b)     The term "Non-Key Employee" means any employee who is not a Key
               Employee.

The terms "Key Employee" and "Non-Key Employee" include the beneficiaries of
such employees, respectively.

       Section C-4    Determination of Account Balances. For purposes of
determining Participants'Account balances as of any Determination Date under
Section C-2, the following rules apply:

       (a)     A Participant's Account balance will be increased by any amounts
               distributed to the Participant or his Beneficiary during the
               one-year period ending on the Determination Date. In the case of
               a distribution made for a reason other than severance from
               employment, death or Total and Permanent Disability, this
               subsection will be applied by substituting "five-year period" for
               "one-year period."




                                      C-1
<PAGE>

         (b)     Notwithstanding subsection (a) above, the account balance of a
                 Participant who has not performed any services for an Affiliate
                 during the one-year period ending on the Determination Date
                 will be disregarded.

         (c)     The account balance of a Non-Key Employee who was a Key
                 Employee with respect to any prior Plan Year will be
                 disregarded.

         (d)     A Participant's Account balance will be decreased by any amount
                 rolled over into the Plan if the rollover was initiated by the
                 Participant and the amount came from a plan other than a plan
                 maintained by an Affiliate.

         Section C-5     Aggregation of Plans. The Plan will be a Top-Heavy Plan
under Section C-2 if it is part of a Top-Heavy Group for that Plan Year.

         (a)     Top-Heavy Group. The term "Top-Heavy Group" means each plan
                 maintained by an Affiliate in which a Key Employee participates
                 and each other plan which enables such a plan to meet the
                 requirements of Code Section 401(a)(4) or 410 (either type of
                 plan is referred to below as an "Aggregated Plan") where as of
                 a Determination Date the sum of (i) and (ii) exceeds 60 percent
                 of a similar sum determined for all employees:

                 (i)     The total of the account balances of Key Employees
                         under any defined contribution plan that constitutes an
                         Aggregated Plan, and

                 (ii)    The present value of the cumulative accrued benefits of
                         Key Employees under any defined benefit plan that
                         constitutes an Aggregated Plan.

         (b)     Additional Plans. The Company may treat any other plan it or
                 any other Affiliate maintains as an Aggregated Plan under
                 subsection (a) above, provided that the Aggregated Plans would
                 in combination with that plan or plans continue to meet the
                 requirements of Code Sections 401(a)(4) and 410. If the
                 Aggregated Plans which include this Plan do not comprise a
                 Top-Heavy Group, this Plan will not be a Top-Heavy Plan under
                 Section C-2.

         (c)     Other Rules. The rules of Section C-4 will apply to determine
                 the account balances of employees under this Section (and the
                 term "accrued benefit" will be substituted for the term
                 "Account balance" to determine benefits under a defined benefit
                 plan). Any plan (including a terminated plan) that was
                 maintained by an Affiliate within the five-year period ending
                 on the Determination Date will be treated as an Aggregated Plan
                 if it is otherwise described in subsection (a) above.

         Section C-6     Minimum Benefit. For any Plan Year in which the Plan is
determined to be a Top-Heavy Plan, the contribution allocated under Sections 4.2
and 4.3 to the Account of any Participant who is a Non-Key Employee may not be
less than an amount equal to three percent (or, if lesser, the highest
contribution rate of any Key Employee for that year) of the Participant's
Compensation. For purposes of determining a Key Employee's contribution rate
under the preceding sentence, Compensation Deferral Contributions made by that
individual will be counted. A Participant will be entitled to receive an
allocation under this Section if he is


                                      C-2
<PAGE>

employed by an Employer on the last day of the Plan Year regardless of the
number of Hours of Service he accrued in that year. Employer Safe Harbor
Matching Contributions will be taken into account for purposes of satisfying the
minimum contribution requirement of this Section. Employer Safe Harbor Matching
Contributions that are used to satisfy the minimum contribution requirement will
be treated as Safe Harbor Matching Contributions for purposes of Supplement B.
If the Company or an Affiliate maintains a defined benefit plan that is part of
a Top-Heavy Group for any Plan Year under Section C-5, any Non-Key Employee who
participates under both this Plan and the defined benefit plan will be entitled
to a minimum benefit equal to five percent of his Compensation. Notwithstanding
the foregoing, if the Company or an Affiliate maintains any other plan, the
minimum benefit required under this Section will be adjusted in accordance with
regulations issued under Code Section 416(f) to prevent an inappropriate
duplication or omission of required minimum benefits or contributions. In this
regard, if the other plan is a defined contribution pension plan, the minimum
benefit will be provided under that plan.





                                      C-3
<PAGE>

                                  SUPPLEMENT D
                                  ------------

                                     Loans
                                     -----

       Section D-1     Purpose. The purpose of this Supplement D is to set forth
the rules and procedures for a Participant to request and the Committee to grant
a loan under Section 6.11 of the Plan.

       Section D-2     Application. To obtain a loan, a Participant must file a
loan application with the Committee on a form supplied by the Committee.

       Section D-3     Loan Amounts. Loans will only be available from the
Participant's Deferral Contribution Account and his Rollover Account. The
maximum amount for any loan (when added to the outstanding balance of all other
loans made to the Participant from any qualified plan maintained by an
Affiliate) is the lesser of:

       (a)     $50,000, reduced by the excess (if any) of:

               (i)     The highest outstanding loan balance during the one-year
                       period ending on the day before the date the loan is
                       made, over

               (ii)    The outstanding loan balance on the date the loan is
                       made; or

       (b)     50 percent of the amount the Participant would be entitled to
               from his Deferral Contribution or Rollover Account if he
               terminated his employment with the Affiliates on the date of the
               loan.

       Section D-4     Loan Provisions. Each loan must:

       (a)     Be evidenced by a written note bearing interest at a reasonable
               rate determined by the Committee. The Committee will base this
               determination on the prevailing market conditions.

       (b)     Be repaid in substantially equal installments (which are
               generally made through payroll deduction) over a period specified
               in the written note not to exceed five years (except that a loan
               used by the Participant to acquire or construct his principal
               residence may be repaid over a period not to exceed 25 years).

       (c)     Be secured by the Participant's Account under the Plan.

       (d)     Evidence the Participant's pledge of his Account as security for
               the loan.

       Section D-5     Default. In the event the Participant fails to make a
loan payment when due, the unpaid balance of the loan (including any accrued
interest) will become due and payable immediately without demand or notice. The
Company in its sole discretion and at its option may then demand payment of the
balance due under the preceding sentence. The Participant will also be required
to pay any reasonable costs incurred by the Committee to collect any amount due
and payable under this Section. Neither a delay or omission by the Committee to
exercise any right



                                      D-1
<PAGE>

or remedy nor a single or partial exercise of a right or remedy will operate as
a waiver of that right or remedy or will preclude the further exercise of that
or any other right or remedy.

        Section D-6    Other Requirements and Procedures. The application and
grant of any loan will be subject to the rules established by the Committee and
communicated to Participants in writing to administer the loan program of this
Supplement D, subject to the following:

        (a)    A loan to a Participant will be made from that Participant's
               Account and will be treated as an investment of that account.
               Consequently, the loan balance will be treated as if it were a
               separate Trust fund under Section 5.3, with the interest payments
               treated as earnings to be credited to the Participant's Account
               under Section 5.3.

        (b)    If any portion of a loan (including any accrued interest) is
               unpaid at the time the Participant or his Beneficiary is to
               receive a distribution under Section 6.5, the Participant's
               Account balance will be reduced prior to the distribution by the
               lesser of (i) the outstanding loan balance (including any accrued
               but unpaid interest) or (ii) amount of the distribution to be
               made.




                                      D-2
<PAGE>

                                  SUPPLEMENT E
                                  ------------

                       Minimum Distribution Requirements
                       ---------------------------------

        Section E-1    General Rules. This Supplement has been included in the
Plan to comply with the limitations imposed by Code Section 401(a)(9) and it
will not be construed as providing for a form of benefit not otherwise provided
under the Plan. The provisions of this Supplement will take precedence over any
inconsistent provisions of the Plan. All distributions required under this
Supplement will be determined and made in accordance with the Treasury
regulations under Code Section 401(a)(9).

        Section E-2    Time and Manner of Distribution.

               (a)     The Participant's entire Account will be distributed in a
                       single sum to the Participant no later than the
                       Participant's required beginning date as described in
                       Section 6.5(d).

               (b)     If the Participant dies before distribution is made, the
                       Participant's entire Account will be distributed in a
                       single sum no later than as follows:

                       (i)     If the Participant's Surviving Spouse is the
                               Participant's sole designated Beneficiary (that
                               is the individual who is designated as the
                               Beneficiary under Section 6.8 and is the
                               designated Beneficiary under Code Section
                               401(a)(9) and the regulations thereunder), a
                               distribution to the Surviving Spouse will be made
                               by December 31 of the calendar year immediately
                               following the calendar year in which the
                               Participant died, or by December 31 of the
                               calendar year in which the Participant would have
                               attained age 70 1/2, if later.

                       (ii)    If the Participant's Surviving Spouse is not the
                               Participant's sole designated Beneficiary,
                               distributions to the designated Beneficiary will
                               be made by December 31 of the calendar year
                               immediately following the calendar year in which
                               the Participant died.

                       (iii)   For purposes of calculating the minimum
                               distribution on the death of a Participant for
                               purposes of this Supplement, whether the
                               Participant has a designated Beneficiary will be
                               determined as of September 30 of the year
                               following the year of the Participant's death. If
                               a designated Beneficiary disclaims his Plan
                               benefit or has received his entire Plan benefit
                               prior to such September 30, he will not be
                               considered a designated Beneficiary as of such
                               date. If there is no designated Beneficiary as of
                               September 30 of the year following the year of
                               the Participant's death, the Participant's entire
                               Account will be distributed by December 31 of the
                               calendar year containing the fifth anniversary of
                               the Participant's death.

                       (iv)    If the Participant's Surviving Spouse is the
                               Participant's sole designated Beneficiary and the
                               Surviving Spouse dies after the


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                               Participant but before the distribution to the
                               Surviving Spouse is made, this subsection (b),
                               other than subsection (b)(i), will apply as if
                               the Surviving Spouse were the Participant.

                          For purposes of this subsection (b), unless subsection
                   (b)(iv) applies, distributions are considered to begin on the
                   Participant's required beginning date. If subsection (b)(iv)
                   applies, distributions are considered to begin on the date
                   distributions are required to begin to the Surviving Spouse
                   under subsection (b)(i).















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