Exhibit 10(xxv)
---------------










                                 MONROE BANCORP
                         EMPLOYEE STOCK OWNERSHIP 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
                         EMPLOYEE STOCK OWNERSHIP 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 Employee Stock Ownership 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:


By: /s/ R. Scott Walters
    ----------------------------------
    R. Scott Walters, Secretary

<PAGE>

                               TABLE OF CONTENTS
                               -----------------
Section                                                                     Page
-------                                                                     ----

ARTICLE I INTRODUCTION.......................................................  1

Section 1.1  Purposes........................................................  1

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

Section 1.3  Employers and Affiliates .......................................  2

Section 1.4  Plan Administration; Plan Year .................................  2

Section 1.5  Funding of Benefits.............................................  2

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

Section 1.7  Plan Supplements................................................  2

Section 1.8  Definition References ..........................................  2

ARTICLE II PARTICIPATION AND SERVICE.........................................  5

Section 2.1  Eligibility to Participate......................................  5

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

Section 2.3  Duration of Participation.......................................  5

Section 2.4  Restricted Participation and Reemployment.......................  5

Section 2.5  Service.........................................................  6

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

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

ARTICLE III CONTRIBUTIONS....................................................  9

Section 3.1  Company Contributions...........................................  9

Section 3.2  Limitations on Contributions....................................  9

Section 3.3  Payment of Contributions .......................................  9

ARTICLE IV ALLOCATIONS TO PARTICIPANTS....................................... 10

Section 4.1  Individual Accounts............................................. 10


                                       i
<PAGE>

Section 4.2   Accounting Date ............................................... 10

Section 4.3   Account Adjustments............................................ 10

Section 4.4   Company Stock Accounts......................................... 11

Section 4.5   Other Investments Accounts..................................... 11

Section 4.6   Allocation of Company Contributions............................ 12

Section 4.7   Eligible Participants.......................................... 13

Section 4.8   Allocation of Forfeited Remainders............................. 14

Section 4.9   Total Compensation............................................. 14

Section 4.10  Maximum Additions.............................................. 14

Section 4.11  Cash Dividends on Company Stock ............................... 16

Section 4.12  Annual Statements to Participants ............................. 19

ARTICLE V INVESTMENT OF TRUST ASSETS......................................... 20

Section 5.1   Investments ................................................... 20

Section 5.2   Purchase of Company Stock...................................... 20

Section 5.3   Sale of Company Stock.......................................... 21

Section 5.4   Suspense Account............................................... 21

ARTICLE VI EXEMPT LOANS ..................................................... 22

Section 6.1   Loans.......................................................... 22

Section 6.2   Loan Payments.................................................. 24

Section 6.3   Put Option..................................................... 25

Section 6.4   Continuation of Rights of Put Option........................... 26

Section 6.5   Right of First Refusal......................................... 27

ARTICLE VII DISTRIBUTION OF BENEFITS......................................... 28

Section 7.1   Retirement or Disability....................................... 28

Section 7.2   Death.......................................................... 28


                                       ii
<PAGE>

Section 7.3   Resignation or Dismissal ...................................... 28

Section 7.4   Remainders and Reinstatement of Forfeited Remainders........... 29

Section 7.5   Payment of Benefits............................................ 30

Section 7.6   Manner of Payment.............................................. 32

Section 7.7   Designation of Beneficiary .................................... 32

Section 7.8   Property Distributed........................................... 33

Section 7.9   Direct Rollovers............................................... 34

ARTICLE VIII FUNDINGAND PLAN ADMINISTRATION.................................. 35

Section 8.1   Funding Policy................................................. 35

Section 8.2   Committee...................................................... 35

Section 8.3   Appointment, Resignation and Removal of Committee Members...... 35

Section 8.4   Committee Procedures........................................... 35

Section 8.5   Committee Powers and Duties.................................... 35

Section 8.6   Committee Rules and Decisions.................................. 36

Section 8.7   Interested Committee Member ................................... 36

Section 8.8   Facility of Payment............................................ 36

Section 8.9   Missing Participants and Beneficiaries......................... 37

Section 8.10  Claims and Review Procedures .................................. 37

Section 8.11  Plan Expenses ................................................. 37

Section 8.12  Fiduciary Responsibilities..................................... 38

Section 8.13  Trustee "Put" Option........................................... 38

ARTICLE IX MISCELLANEOUS..................................................... 39

Section 9.1   Nonguarantee of Employment..................................... 39

Section 9.2   Rights to Trust Assets......................................... 39

Section 9.3   Nonalienation of Benefits ..................................... 39


                                      iii
<PAGE>

Section 9.4   Applicable State Law........................................... 39

Section 9.5   Illegal or Invalid Provisions.................................. 39

Section 9.6   Gender and Number.............................................. 39

Section 9.7   Execution in Counterparts...................................... 39

Section 9.8   Waiver of Notice............................................... 39

Section 9.9   Action by the Employers ....................................... 40

Section 9.10  Indemnification................................................ 40

Section 9.11  Nonguarantee of Funds.......................................... 40

Section 9.12  Qualified Domestic Relations Orders............................ 40

Section 9.13  Federal and State Securities Law Compliance.................... 40

ARTICLE X AMENDMENT AND TERMINATION.......................................... 41

Section 10.1  Amendment...................................................... 41

Section 10.2  Termination.................................................... 41

Section 10.3  Termination Procedures......................................... 41

Section 10.4  Limitation on Amendment or Termination......................... 42

ARTICLE XI SUCCESSORS, MERGERS AND PLAN ASSETS............................... 43

Section 11.1  Successors..................................................... 43

Section 11.2  Plan Mergers, Consolidations and Transfers .................... 43

Section 11.3  Plan Assets.................................................... 43

ARTICLE XII VOTING COMPANY STOCK............................................. 44

Section 12.1  Matters Which Require Pass Through of Voting Rights ........... 44

Section 12.2  Confidential Procedure for Passing Through Voting Rights....... 44

Section 12.3  Committee Direction of Trustee ................................ 44

ARTICLE XIII DIVERSIFICATION OF INVESTMENT IN COMPANY STOCK ................. 45

Section 13.1  Election by Qualified Participant.............................. 45


                                       iv
<PAGE>

Section 13.2   Method of Diversifying Investment............................. 45

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

Supplement B Top-Heavy Provisions........................................... B-1

Supplement C Participation by and Withdrawal of Affiliates.................. C-1

Supplement D Minimum Distribution Requirements ............................. D-1























                                       v
<PAGE>

                                 MONROE BANCORP

                         EMPLOYEE STOCK OWNERSHIP PLAN
                         -----------------------------

                                   Article I

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

       Section 1.1    Purposes. The Monroe Bancorp Employee Stock Ownership Plan
(the "Plan") is maintained by Monroe Bancorp, a C corporation (the "Company").
The Plan is a stock bonus plan qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), which is designed to invest
primarily in qualifying employer securities as defined in Code Section 409(l)
and which meets the requirements of Code Section 4975(e)(7) and Section
407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA") applicable to employee stock ownership plans ("ESOPs").

       The purposes of the Plan as restated are for Participants to (i) share in
the growth and prosperity of the Company, (ii) accumulate capital for their
future economic security, and (iii) acquire beneficial stock ownership interests
in the Company. Consequently, Employer contributions to the Plan will be
invested primarily in qualifying employer securities, within the meaning of Code
Section 4975(e)(8) and Section 407(d)(5) of ERISA ("Company Stock"), issued by
the Company.

       The Plan is also designed to assist the Company in meeting some of its
corporate finance objectives. Accordingly, it may be used to:

       (a)     Provide an entity which can purchase Company Stock from time to
               time from shareholders or directly from the Company; and, if such
               stock is purchased directly from the Company, to provide the
               Company with additional capital; and

       (b)     Receive loans (or other extensions of credit) to finance the
               acquisition of Company Stock, with such loans (or credit) secured
               primarily by a commitment by the Company to make (subject to the
               limitations in Section 4.10) Company Contributions to the Trust
               in amounts sufficient to enable principal and interest on such
               loans to be repaid.

       Section 1.2    Effective Date. The Plan was originally established by the
Company effective January 1, 1985 (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.


                                       1
<PAGE>

       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 Supplement C. For purposes of the Plan, "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 Benefits Committee (the "Committee"), as described in Article VIII, on
the basis of a "Plan Year" which is the 12-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, Indiana 47402

       Section 1.5      Funding of Benefits. Funds contributed to the Plan will
be held and invested in a trust (the "Trust") until distribution, by one or more
Trustees (the "Trustee") appointed by the Company, in accordance with the terms
of one or more trust agreements (the "Trust Agreement") 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
Agreement.

       Section 1.6      Examination of Documents. Copies of the Plan and Trust
Agreement, 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      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 1.8      Definition References. The following terms are defined
in the Plan in the following sections:

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

Account............................................   4.1
Accounting Date ...................................   4.2
Accounting Period .................................   4.2
Adverse Benefit Determination .....................   A-3
Affiliate..........................................   1.3
Aggregated Plan....................................   B-5


                                       2
<PAGE>

Alternate Payee....................................   9.12
Annual Addition....................................   4.10(b)
Authorized Leave of Absence........................   2.5(e)
Beneficiary........................................   7.7
Benefit Claim......................................   A-1
Board..............................................   2.5(c)
Cash Dividends.....................................   4.11
Claimant...........................................   A-1
Code...............................................   1.1
Committee..........................................   1.4
Company............................................   1.1
Company Contributions..............................   3.1
Company Contributions Account......................   3.3
Company Stock......................................   1.1
Company Stock Account..............................   4.1(a)
Compensation Cap...................................   4.9
Covered Employee...................................   2.1(c)
Direct Rollover....................................   7.9
Distributee........................................   7.9
Effective Date ....................................   1.2
Eligible Participant...............................   4.7
Eligible Retirement Plan...........................   7.9
Eligible Rollover Distribution.....................   7.9
Eligibility Period.................................   2.5(a)
Employer(s)........................................   1.3
Entry Date.........................................   2.2
ERISA..............................................   1.1
ESOP...............................................   1.1
Highly Compensated Employee .......................   4.10(d)
Hour of Service....................................   2.5(b)
Inactive Participant ..............................   2.4
Key Employee.......................................   B-3(a)
Loan ...............................................  6.1
Married Participant ...............................   7.7
Non-Key Employee ..................................   B-3(b)
Nonallocation Period ..............................   4.6(b)(iii)(A)
Normal Retirement Age..............................   7.1
One-Year Break in Service .........................   2.5(d)
Original Effective Date............................   1.2
Other Investments Account..........................   4.1(b)
Participant .......................................   2.2
Plan ................................................ 1.1
Plan Termination Date .............................   10.3
Plan Year .........................................   1.4
Qualified Domestic Relations Order.................   9.12
Qualified Election Period..........................   13.1

                                       3
<PAGE>

Qualified Participant..............................   13.1
Reemployed Participant.............................   7.3
Remainder..........................................   7.4
Separation Period..................................   7.3(a)
Surviving Spouse ..................................   7.7(c)
Top-Heavy Group ...................................   B-5(a)
Top-Heavy Plan ....................................   B-1
Total and Permanent Disability.....................   7.1
Total Compensation ................................   4.9
Trust ............................................... 1.5
Trust Agreement....................................   1.5
Trustee............................................   1.5
Vested Percentage .................................   7.3
Years of Service ..................................   7.3













                                       4
<PAGE>

                                   Article II
                                   ----------

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

        Section 2.1     Eligibility to Participate. Every individual employed by
an Employer is eligible to participate in the Plan, provided that:

        (a)     He has attained age 21;

        (b)     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); and

        (c)     He is a Covered Employee. The term "Covered Employee" means an
                individual employed by an Employer and classified by the
                Employer as a common-law employee, except that term does not
                include (i) 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 (ii) any individual who is not
                classified as an employee of an Employer for purposes of the
                Employer's payroll records (including, without limitation, any
                independent contractor, any leased employee or other individual
                employed by or through a temporary help firm, a technical help
                firm, employee leasing firm or professional employer
                organization), regardless of whether such individual is or is
                later determined to be a common law employee of the Employer.

        Section 2.2     Commencement of Participation. Subject to the conditions
and limitations of the Plan, each Covered Employee who was a Participant on
December 31, 2006 will continue as a Participant on and after January 1, 2007.
Any other Covered Employee will become a "Participant" on 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, or the date the
employee's employer becomes an Employer pursuant to Supplement C, if later. If
an employee satisfies the requirements of subsection 2.1(a) and subsection
2.1(b) but is not a Covered Employee, he will become a Participant in the Plan
on the date he becomes a Covered Employee.

        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) remained 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:




                                       5
<PAGE>

        (a)    An Inactive Participant is not permitted to receive an allocation
               of any portion of Company Contributions under Section 3.1, except
               as provided in Section 4.6, or forfeited Remainders, except as
               provided in Section 4.8.

        (b)    The Beneficiary of a deceased Participant cannot designate a
               Beneficiary under Section 7.7.

        An Inactive Participant who has not terminated employment with all of
the Affiliates will become a Participant upon his return to status as a Covered
Employee. A Participant who has terminated employment with all of the Affiliates
and who is subsequently reemployed by an Employer will become a Participant upon
his reemployment as a Covered Employee. An employee who was not a Participant
and who has terminated employment with all of the Affiliates and who 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.

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

        (a)    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.

        (b)    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 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 records of hours worked and hours for
               which an 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)    If an Employer acquires an entity or division or other section of
               an entity under an arrangement whereby the acquired entity is not
               or ceases to be a separate entity and is merged into an Employer
               or becomes an Employer, any employees of the acquired entity will
               be considered as new employees of the Employer for purposes of
               eligibility and vesting on the effective date of the acquisition
               and will become Participants in accordance with Section 2.1 and
               Section 2.2.


                                       6
<PAGE>

    Notwithstanding the preceding sentence, the Board of Directors of the
    Company (the "Board") may, in its sole discretion, provide for recognition
    of employment (and, if desired, compensation) by the acquired entity prior
    to the effective date of the acquisition for purposes of eligibility,
    vesting and contributions. Recognition of employment under this Section will
    be evidenced by resolution of the Board and such other documentation and
    records as the Committee specifies. In the case of an individual whose
    employment is to be recognized under this Section, the Committee may require
    from the individual or the acquired entity such evidence of employment as
    the Committee deems reasonable and proper.

(d) 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.

(e) An Authorized Leave of Absence does not constitute a termination of
    employment. For purposes of the 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.

(f) 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 or whose absence is covered under the Family and Medical Leave Act
    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 (i) 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 (ii) 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.


                                       7
<PAGE>

       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
                                  -----------

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

        Section 3.1    Company Contributions. Subject to the conditions and
limitations of this Article and Article IV, each Plan Year an Employer may
contribute to the Trustee an amount, designated as a "Company Contribution" as
determined by the Board in its sole discretion. A Company Contribution made by
an Employer under this Section will be allocated in accordance with Section 4.6.
Company Contributions may be paid to the Trust in cash or in whole shares of
Company Stock, as determined by the Board in its sole discretion.

        Company Contributions may also be paid in cash in such amounts and at
such times (subject to the limits of Section 4.10), as may be required to
provide the Trust with funds sufficient to pay when due any principal and
interest required by a Loan, except to the extent such payments have been
satisfied by the Trustee from Cash Dividends paid to it with respect to Company
Stock as provided in Section 4.11(a).

        Section 3.2    Limitations on Contributions. An Employer's contributions
made under Section 3.1 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 3.3    Payment of Contributions. Company Contributions under
Section 3.1 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.
Unless otherwise determined by the Board in its sole discretion, any
contributions paid with respect to a Plan Year under this Section will be
considered to have been paid on the last day of that year, regardless of when
actually paid to the Trustee.

        All Company Contributions for a Plan Year will be allocated to the
Company Contributions Account when paid. As of the last day of the Plan Year,
amounts in the Company Contributions Account, including amounts contributed
after such last day, will be allocated to Participants' Accounts as provided in
Article IV. The "Company Contributions Account" is the account used to reflect
Company Stock and other assets held by the Trustee derived from Company
Contributions to the Trust, prior to their allocation to the Participants'
Accounts in accordance with the provisions of Article IV and Article V. The
Company Contributions Account will not share in the net income (or loss) of the
Trust, as described in Section 4.3.




                                       9
<PAGE>

                                   Article IV
                                   ----------

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

       Section 4.1     Individual Accounts. The Committee will create and
maintain an "Account" in the name of each Participant to reflect the credits and
charges to be made to such Account under this Article. The Committee will create
and maintain the following accounts on behalf of each Participant:

       (a)     A "Company Stock Account" to reflect the Participant's allocable
               share of Company Stock as provided in Section 4.4; and

       (b)     An "Other Investments Account" to reflect the Participant's
               allocable share of non-Company Stock assets as provided in
               Section 4.5;

       The Committee will also establish the suspense account referred to in
Section 5.4 if a Loan is incurred by the Trust. The Committee will also maintain
such other accounts or subaccounts as it determines to be necessary for the
proper administration of the Plan. The Committee will maintain records from
which it can be determined the portion of each Other Investments Account which
at any time is available to meet obligations under a Loan in accordance with
Section 6.1 and the portion which is not so available. 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 held under the Trust need be segregated
to any account.

       Section 4.2     Accounting Date. The term "Accounting Date" means each
December 31, any other date selected by the Committee and any date the Plan is
terminated or partially terminated. Any reference to an "Accounting Period"
ending on an Accounting Date means the period since the last preceding
Accounting Date for such subaccount.

       Section 4.3     Account Adjustments. The Committee will adopt accounting
procedures for the purpose of making the allocations, valuations and adjustments
to Participants' Accounts provided for in this Article. Except as provided in
Treasury Regulation Section 54.4975-11(d), (i) Company Stock acquired by the
Plan will be accounted for as provided under Treasury Regulation Section
1.402(a)-1(b), (ii) allocations of Company Stock will be made separately for
each class of stock, and (iii) the Committee will maintain adequate records of
the cost basis of all shares of Company Stock allocated to each Participant's
Company Stock Account. From time to time, the Committee may modify the
accounting procedures for the purpose of achieving equitable and
nondiscriminatory allocations among the Accounts of Participants in accordance
with the general concepts of the Plan and the provisions of this Section.
Valuations of Trust assets will be made at fair market value, except that
Company Stock will be valued as described in Section 5.2.

       The net income (or loss) of the Trust which is attributable to the
portion of the Trust allocated to Participants' Other Investments Accounts will
be allocated to each Participant's Other Investments Account, in the ratio which
the adjusted balance of his Other Investments Account on the last day of the
Accounting Period (reduced by the amount of any distributions,

                                       10
<PAGE>

purchases of Company Stock, payments of principal and interest on a Loan and
payments of expenses therefrom during the Accounting Period) bears to the sum of
such balances for all Participants as of that date. If the Accounting Date is
the last day of the Plan Year, such determination will be made prior to the
allocation of Company Contributions and forfeited Remainders for the Plan Year
ended on such Accounting Date.

         For purposes of this Section, net income (or loss) of the Trust will
not include (i) Company Contributions, (ii) forfeited Remainders, (iii) (unless
otherwise provided in the Plan) Cash Dividends on Company Stock, (iv) stock
dividends on Company Stock or (v) any gains or losses upon sales or exchanges of
unallocated Company Stock, except in connection with sales or exchanges carried
out in connection with the termination of the Plan as provided in Section 10.3.

         Cash Dividends on Company Stock will be allocated as provided in
         Section 4.11.

         Net income (or loss) attributable to (i) any limitation account
established under Section 4.10, or (ii) the Company Contributions Account, will
be allocated as set forth above as earnings on Other Investments Accounts and
the limitation account and the Company Contributions Account will not share in
the allocation of net income (or loss) of the Trust.

         Section 4.4   Company Stock Accounts. Participants' Company Stock
Accounts will be invested by the Trustee as directed by the Committee, except as
provided in Article XIII regarding diversification of Company Stock.

         The Company Stock Account will be credited with Company Stock
(including fractional shares) (i) purchased by the Trustee with Company
Contributions made in cash; (ii) contributed in kind by the Employers under
Section 3.1; (iii) from forfeited Remainders of Company Stock, as determined
under Section 7.4; (iv) released from the suspense account referred to in
Section 5.4 due to payments on a Loan with Company Contributions or the
Participant's Other Investments Account; (v) from stock dividends on Company
Stock allocated to the Participant's Company Stock Account; (vi) purchased by
the Trustee with Cash Dividends paid on Company Stock allocated to the
Participant's Company Stock Account, unless otherwise directed by the Committee
pursuant to Section 4.11; and (vii) released from the suspense account referred
to in Section 5.4 due to payments on a Loan with Cash Dividends paid on Company
Stock allocated to the Participant's Company Stock Account, pursuant to
Committee direction. Company Stock acquired by the Trust with the proceeds of a
Loan will be allocated to the Company Stock Accounts of Participants according
to the method set forth in Section 4.6, as the Company Stock is released from
the suspense account as provided for in Section 6.1.

         Section 4.5   Other Investments Accounts. Participants' Other
Investments Accounts will be invested by the Trustee as directed by the
Committee.

         The Other Investments Account will be credited (or debited) with (i)
the Participant's allocable share, determined under Section 4.6, of Company
Contributions made in cash and not used to purchase Company Stock or to make
principal and interest payments on a Loan; (ii) forfeited Remainders in other
than Company Stock; (iii) Cash Dividends allocated pursuant to Subsection
4.11(c); and (iv) its allocable share of the net income (or loss) of the Trust.



                                       11
<PAGE>

       Each Other Investments Account will be debited for its share of any cash
payments for the acquisition of Company Stock for the benefit of a Participant's
Company Stock Account and for any payment of principal or interest on a Loan
chargeable to his Other Investments Account; provided, however, that only the
portion of such Other Investments Account which is available to meet obligations
under a Loan will be used to pay principal or interest on a Loan.

       Section 4.6    Allocation of Company Contributions.

       (a)     Company Contributions. Subject to the limitations of this
               Article, the Company Stock released from the suspense account
               referred to in Section 5.4 or held in the Company Contributions
               Account attributable to Company Contributions, and Company
               Contributions, if any, which will not be invested in Company
               Stock, will be allocated, after the allocation of the net income
               (or loss) of the Trust for the Plan Year as provided in Section
               4.3, as of the last day of such Plan Year (even though receipt of
               the Company Contributions by the Trustee may take place before or
               after the close of such Plan Year).

               Such allocation will be made to the Company Stock Accounts and
               Other Investments Accounts, as the case may be, of all Eligible
               Participants (as defined in Section 4.7). The allocation will be
               made to each Eligible Participant's Account in the proportion
               that the Eligible Participant's Total Compensation for that Plan
               Year bears to the Total Compensation of all Eligible Participants
               for that Plan Year.

       (b)     Nonallocation Requirements. No portion of the assets of the Plan
               attributable to (or allocable in lieu of) Company Stock acquired
               by the Plan in a sale to which Code Section 1042 applies may
               accrue (or may be allocated directly or indirectly under any
               other plan of the Company which meets the requirements of Code
               Section 401(a)):

               (i)    during the Nonallocation Period, for the benefit of:

                      (A)      any taxpayer who makes an election under Code
                               Section 1042(a) with respect to Company Stock, or

                      (B)      Any individual who is related to the taxpayer
                               (within the meaning of Code Section 267(b)); or

               (ii)   for the benefit of any other person who owns (after the
                      application of Code Section 318(a) without regard to the
                      employee trust exception in Code Section 318(a)(2)(B)(i))
                      more than 25 percent of:

                      (A)      Any class of outstanding stock of the Company or
                               of any corporation which is a member of the same
                               controlled group of corporations with the Company
                               (within the meaning of Code Section 409(l)(4)) or



                                       12
<PAGE>

                 (B)     The total value of any class of outstanding stock of
                         the Company or any such corporation.

          (iii)  For purposes of this subsection,

                 (A)     The term "Nonallocation Period" means the period
                         beginning on the date of the sale of Company Stock to
                         the Plan and ending on the later of the date which is
                         ten years after the effective date of such sale or the
                         date of the allocation of Company Stock under this
                         Section attributable to the final payment of the Loan
                         incurred in connection with such sale.

                 (B)     A person will not be treated as a more than 25 percent
                         shareholder if such person does not own, under the
                         provisions of Code Section 318, specified in Subsection
                         4.6(b)(ii), at any time during the one- year period
                         ending on the date of the sale of Company Stock to the
                         Plan or on the effective date of the allocation of
                         Company Stock to the Company Stock Accounts of
                         Participants, more than 25 percent of the stock
                         described in subsection 4.6(b)(ii)(A) and (B).

          (iv)   The provisions of this subsection regarding the nonallocation
                 of Company Stock to certain individuals who are related to a
                 taxpayer who makes an election under Code Section 1042(a) with
                 respect to Company Stock, will not apply to an employee if:

                 (A)     Such employee is a lineal descendent of the taxpayer;
                         and

                 (B)     The aggregate fair market value, determined under
                         Section 5.2, of Company Stock allocated to the Company
                         Stock Accounts of all such lineal descendants during
                         the Nonallocation Period, does not exceed more than
                         five percent of the Company Stock (or amounts allocated
                         in lieu thereof) held by the Plan which are
                         attributable to a sale to the Plan by any person
                         related to such descendants (within the meaning of Code
                         Section 267(c)(4)) in a transaction to which Code
                         Section 1042 applied.

    Section 4.7  Eligible Participants. 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 or after attaining his Normal Retirement Age.



                                       13
<PAGE>

        Section 4.8    Allocation of Forfeited Remainders. As of each December
31 Accounting Date, the amount of a Participant's Account forfeited, if any,
will, subject to any restoration allocation required under Section 7.4, be
allocated in addition to and in the same manner as Company Contributions to
Participants eligible to receive a Company Contribution for the Plan Year in
which the forfeiture occurs or as soon as practicable in subsequent Plan Years.
The Committee will continue to hold the undistributed, non-vested portion of a
terminated Participant's Account solely for his benefit until it is forfeited at
the time specified in Section 7.4.

        Section 4.9    Total Compensation. A Participant's "Total 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), and the amount that was not reported as taxable income on
Form W-2 as a result of an election made by the Participant under a Code Section
401(k) plan, Code Section 125 plan or by reason of Code Section 132(f)(4). Total
Compensation will not include any salary reduction contribution under the Monroe
Bancorp Executives' Deferred Compensation Plan, any amounts paid to Participants
during a Plan Year under the "Quality Award Program" sponsored by the Company or
any amounts not paid to the Participants as cash compensation.

        For purposes of allocating contributions under this Article only, in the
case of a Participant who enters or leaves the Plan on a date other than the
first or last day of the Plan Year, such Participant's Total Compensation will
include only that Total Compensation paid to the Participant after becoming and
while he is a Participant. In addition, a Participant's Total Compensation does
not include any amount in excess of the Compensation Cap in effect for that
year. "Compensation Cap" means the sum of (i) $225,000, and (ii) any adjustments
permitted under Code Section 401(a)(17)(B).

        Section 4.10 Maximum Additions.

        (a)    Notwithstanding anything contained in the Plan to the contrary,
               the Annual Addition 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
               Total Compensation.

        (b)    The term "Annual Addition" means the sum of the Company
               Contributions and forfeited Remainders that are to be credited to
               a Participant's Account for a Plan Year. To the extent a
               contribution or Reminder is in the form of Company Stock, the
               amount of the Annual Addition will be calculated based on the
               fair market value of Company Stock, as determined under Section
               5.2, as of the Accounting Date which coincides with the date as
               of which the Annual Addition is allocated. 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 will include any Employer contributions,
               employee contributions, forfeitures and allocations made on
               behalf of a Participant to an individual medical 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).

                                       14
<PAGE>

(c) In any Plan Year in which there is a Loan in effect and the Employer makes
    contributions to the Plan for the purposes of making payments of principal
    and interest on the Loan which are due that year, the amount of Annual
    Additions relating to such contributions will be calculated on the basis of
    whichever of the following methods results in a lesser Annual Addition to
    the Participant: (i) on the actual amount of contributions credited to the
    Participant's Account for the year; or (ii) on the amount of contributions
    credited to the Participant's Other Investments Account with respect to
    amounts invested in assets other than Company Stock and on the basis of the
    fair market value of Company Stock released from the suspense account and
    credited to the Participant's Company Stock Account for the Plan Year,
    valued as determined under Section 5.2, as of the Accounting Date which
    coincides with the date as of which the Annual Addition is allocated.
    Provided, however, shares of Company Stock which are not acquired by the
    Plan with the proceeds of a Loan will be calculated solely on the basis of
    the fair market value of such shares.

(d) Notwithstanding the other provisions of this Section, if no more than
    one-third of the Company Contributions for a Plan Year which are deductible
    as principal or interest payments on a Loan pursuant to the provisions of
    Code Section 404(a)(9), are allocated to Highly Compensated Employees, then
    the limitations imposed by this Section will not apply to:

    (i)     Remainders of Company Stock forfeited and allocated under the Plan
            if the Company Stock was acquired with the proceeds of a Loan; or

    (ii)    Company Contributions which are used by the Trustee to make interest
            payments on a Loan under Code Section 404(a)(9)(B) and charged
            against a Participant's account.

    The term "Highly Compensated Employee" means an individual described in Code
    Section 414(q), which includes an employee who (1) at any time during the
    current or the preceding Plan Year, was a five-percent owner of an
    Affiliate, or (2) during the preceding Plan Year, received Total
    Compensation from Affiliates in excess of $95,000 (as adjusted under Code
    Section 414(q)(1)) and was in the top 20 percent of the employees when
    ranked on the basis of compensation paid during such year.

(e) If an Annual Addition exceeds the applicable limitation of this Section due
    to a reasonable error in estimating a Participant's Total Compensation or
    due to an allocation of forfeited Remainders, the excess amounts in the
    Participant's Account will be reduced, to the extent necessary, by first
    reducing his Other Investments Account and then by reducing the
    Participant's Company Stock Account. Any excess amount will be held
    unallocated in a limitation account until it is used to reduce future
    contributions of the Participant's Employer in the next Plan Year and each
    succeeding Plan Year, if necessary. If a limitation 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

                                       15
<PAGE>

                losses. Upon termination of the Plan, any amount held in the
                limitation account at the time of termination will revert to the
                Employers.

        Section 4.11 Cash Dividends on Company Stock. As determined by the
Trustee, in its sole discretion, cash dividends received by the Trustee on
Company Stock held by the Plan ("Cash Dividends") may be utilized in one or a
combination of the following four ways:

        (a)     Distribution to Participants. All or any part of such Cash
                Dividend may be distributed to Participants (and Inactive
                Participants or Beneficiaries as provided below) who have not
                received a distribution (or a deemed distribution due to
                termination employment prior to becoming vested) of their
                Accounts and who are entitled to receive an allocation of Trust
                income in accordance with the provisions of Section 4.3 on the
                payment date of such Cash Dividend, in a non- discriminatory
                manner; provided, however, that any current payment determined
                by the Trustee to be paid to such Participants in cash must be
                paid directly to Participants or paid to the Trustee and
                distributed in cash by the Trustee to those Participants to
                whom, in accordance with the provisions of this subsection
                4.11(a), such Cash Dividend is to be distributed, not later than
                90 days after the close of the Plan Year in which the dividend
                is paid. Provided, further, a Participant will receive an
                allocation of Cash Dividends only with respect to shares of
                Company Stock allocated to his Company Stock Account, as of the
                dates indicated below:

                (i)    If the Cash Dividend payment date precedes the
                       Re-Balancing Date, as of the December 31 Accounting Date
                       which coincides with or immediately precedes the payment
                       date and only if the Participant had a Company Stock
                       Account balance on both the Accounting Date and the
                       payment date.

                (ii)   If the Cash Dividend payment date coincides with or
                       follows the Re- Balancing Date, as of the Re-Balancing
                       Date which coincides with or immediately precedes the
                       payment date and only if the Participant had a Company
                       Stock Account balance on both the Re-Balancing Date and
                       the payment date.

                The term "Re-Balancing Date" means each June 30 as of which date
                each Participant's Account will be updated to reflect
                distributions under Article VII, diversification elections under
                Article XIII and any other activity that, since the preceding
                January 1, caused a change in the balance of the Participant's
                Company Stock and/or Other Investments Account.

                Cash Dividends paid with respect to Company Stock that has not
                been, or is not treated as, allocated to Participants' Company
                Stock Accounts and Cash Dividends paid with respect to Company
                Stock held in the Company Stock Accounts of Participants who
                have terminated employment and who are not vested in their
                Accounts, will be distributed or allocated as of each Cash
                Dividend payment date to the Other Investments Accounts of (A)
                Participants who are

                                       16
<PAGE>

    employees on the payment date and who have an Account balance on such date
    and (B) Participants who have terminated employment during the Plan Year
    containing the payment date and are 100 percent vested in an Account balance
    that remains in the Plan on such date. Such distribution or allocation will
    be made to each Participant in the ratio that such Participant's Total
    Compensation for the Plan Year ending on or immediately preceding the
    payment date for such Cash Dividend bears to the Total Compensation for such
    year of all other Participants eligible to receive an allocation or
    distribution of such Cash Dividend.

    Any payment of a Cash Dividend to a Participant on shares of Company Stock
    that is made under this subsection (a) will be accounted for as if the
    Participant receiving such Cash Dividend was the direct owner of such shares
    and such payment will not be treated as a distribution under the Plan.

    It is noted that, under the Monroe Bancorp Thrift Plan ("Thrift Plan"),
    unless a Participant properly elects otherwise, he is deemed to
    automatically elect to increase, on a dollar-for-dollar basis (expressed as
    a dollar amount or a percentage of Total Compensation), his compensation
    deferral contributions under the Thrift Plan in an amount equal to the Cash
    Dividends distributed to the Participant under this subsection (a). It is
    also noted that such increased compensation deferral contributions are
    subject to the limits thereon imposed by Code Sections 402(g), 401(k) and
    415. To the extent any of these limitations would otherwise apply, the
    increase in the compensation deferral contributions will stop and the
    corresponding amount which would otherwise be distributable under this
    subsection (a) will be allocated to the Participant's Other Investments
    Account in accordance with the provisions of subsection (c).

    To the extent a Participant properly elects not to have his compensation
    deferral contributions automatically increased under the Thrift Plan, the
    Cash Dividends allocable to such Participant under this subsection 4.11(a)
    will be distributed to the Participant and his compensation deferral
    contributions under the Thrift Plan will not be increased.

    At no time during the Cash Dividend distribution/compensation deferral
    increase procedure will the Employer exercise control over such Cash
    Dividends. The Trustee will at all times exercise control over such Cash
    Dividends. The Employer's participation in such procedure will be limited to
    complying with the Participant's election not to have increased compensation
    deferrals.

(b) Loan Payments. To the extent Cash Dividends are attributable to shares of
    Company Stock that are held in the suspense account referred to in Section
    5.4 on the payment date of the dividends, all or any part of such dividends
    may be utilized to pay principal or interest on the Loan which was incurred
    by the Trustee to purchase the shares of Company Stock on which the
    dividends were paid. Any shares of Company Stock released from the suspense
    account which are attributable to such dividends will be allocated to the
    Company Stock Accounts in the same manner as the Employers' Company
    Contributions, as provided in

                                       17
<PAGE>

    Section 4.6. Such allocations will be made as of the Accounting Date which
    coincides with or immediately follows the payment date of such dividends.
    The preceding provisions of this subsection will not apply to Cash Dividends
    on Company Stock held in the suspense account referred to in Section 5.4 on
    the record date, but not the payment date, for such dividends. To the extent
    Cash Dividends are attributable to shares of Company Stock held in the
    Company Contributions Account on the record date of such dividends, shares
    of Company Stock released from the suspense account which are attributable
    to such dividends will be allocated to Eligible Participants' Company Stock
    Accounts that have not been liquidated or otherwise distributed or
    transferred from the Plan. Such allocation will be made in the proportion
    each Participant's Company Stock Account bears to all such Company Stock
    Accounts.

    Cash Dividends on shares of Company Stock which have been allocated to the
    Company Stock Accounts of Participants on the payment date of such dividends
    may be utilized to pay principal and interest on a Loan only if the Company
    Stock Accounts of the Participants to which such dividends would have been
    allocated receive an allocation of Company Stock with a fair market value,
    as determined in accordance with Section 5.2, that is not less than the
    amount of the Cash Dividends that would have been allocated to such
    Participants' Accounts but for the Loan payment.

(c) Other Investments Accounts. To the extent shares of Company Stock have been
    allocated to Participants' Company Stock Accounts on the payment date of the
    dividends, all or any part of the Cash Dividends paid with respect to such
    shares may be allocated to Participants' Other Investments Accounts as of
    the date on which such dividends are paid. To the extent Cash Dividends are
    attributable to shares of Company Stock that have not been allocated to
    Participants' Company Stock Accounts on the payment date of such dividends,
    all or any part of such dividends may be allocated to Participants' Other
    Investments Accounts in proportion to the value of each such Account
    determined as of the most recent Accounting Date as a percentage of the
    value of the total Account balances of all Participants.

    The allocation of dividends to Other Investments Accounts provided in this
    subsection and subsection 4.11(a) will be subject to the requirements of
    Code Section 401(a)(4). In the event an allocation would not satisfy such
    requirements, the Committee will, on a nondiscriminatory basis, adjust the
    allocation to the extent necessary to satisfy the requirements of Code
    Section 401(a)(4).

(d) Payment of Plan Administration Expenses. All or any part of the Cash
    Dividends on shares of Company Stock held by the Plan may be used to pay
    expenses of administering the Plan and Trust in accordance with the terms of
    the Trust Agreement and Section 8.11 of the Plan, whether or not such
    dividends have been allocated to Participants' Other Investments Accounts.



                                       18
<PAGE>

       Section 4.12 Annual Statements to Participants. After the end of each
Plan Year and as of such other dates as the Committee determines in its
discretion, the Committee will furnish each Participant with a statement which
reflects the status of his Account as of that date and such other information as
is required under applicable law.





















                                       19
<PAGE>

                                   Article V
                                   ---------

                           Investment of Trust Assets
                           --------------------------

       Section 5.1     Investments. The Trust will be invested by the Trustee as
provided in the Trust Agreement. The Trust will be invested primarily in Company
Stock. The Trust may be used to acquire shares of Company Stock from Company
shareholders (including former Participants) or from the Company. Except to the
extent otherwise provided in the Trust Agreement, all investments will be made
by the Trustee at the direction of the Committee; provided, however, that the
Committee will have the authority to delegate all or any part of its investment
discretion to the Trustee or to an investment manager, in the Trust Agreement,
in the case of the Trustee, or a written instrument in the case of an investment
manager which, to be effective and binding upon the investment manager, will be
accepted in writing by the investment manager. The Committee may determine,
subject to the provisions of Article XIII, that the entire Trust be invested and
held in Company Stock. Notwithstanding the foregoing, in no event will the Trust
hold shares of Company Stock if and to the extent such investment would violate
any provision of ERISA or the Code or is determined to be imprudent by the
Committee or Trustee.

       Section 5.2     Purchase of Company Stock. All purchases of Company Stock
by the Trust will be made at a price, or at prices, which, in the judgment of
the Committee and the Trustee, do not exceed the fair market value of such
Company Stock. The determination of fair market value of Company Stock for all
purposes under the Plan will be made by the Committee, based on the price of
Company Stock prevailing on the NASDAQ or other national securities exchange
which is registered under Section 6 of the Securities Exchange Act of 1934.

       If Company Stock is not readily tradable on an established securities
market, with respect to activities carried on by the Plan, the determination of
fair market value of Company Stock for all purposes under the Plan will be made
by the Committee, which will consider the following:

       (a)      Any current and historical practices which have been
                consistently and uniformly utilized to value Company Stock in
                sales transactions between the Company and the stockholders, or
                among and between stockholders;

       (b)      Any agreements, restrictions or limitations with respect to or
                imposed upon the sale or transfer of Company Stock which
                establish or stipulate the price at which the Company or Trust
                may or must purchase such stock under the provisions of the
                Articles of Incorporation or By-Laws of the Company, or written
                agreements, including, but not limited to, buy-sell or
                redemption agreements; provided the same or similar restrictions
                are applicable to substantially all of the outstanding Company
                Stock and are uniformly and consistently complied with;

       (c)      Such other information concerning the Company and its condition
                and prospects, financial and otherwise, generally used in the
                determination of the fair market value of corporate stock of
                comparable public or private companies engaged in the same or
                similar industries, by independent investment analysts
                recognized as having expertise in rendering such valuations;

                                       20
<PAGE>

        (d)    Such other valuation techniques, such as use of capitalization
               ratios, deemed appropriate by the Committee and Trustee and
               executed by independent and recognized analysts having expertise
               in rendering such valuations; and

        (e)    If Company Stock is not readily tradable on an established
               securities market, with respect to activities carried on by the
               Plan, all valuations of Company Stock will be made by an
               independent appraiser meeting requirements similar to those
               contained in the Treasury Regulations promulgated under Code
               Section 170(a)(1). All such appraisals will satisfy the
               requirements of the Department of Labor Regulations promulgated
               under Section 3(18) of ERISA. The Committee will have
               responsibility for selecting the independent appraiser.

        Section 5.3   Sale of Company Stock. The Trustee may sell or resell
shares of Company Stock to any person, including the Company, provided that any
such sales to any disqualified person, as defined in Code Section 4975(e)(2), or
any party in interest, as defined in Section 3(14) of ERISA, including the
Company, will be made at no less than the fair market value thereof on the date
of such purchase or sale, as determined under Section 5.2, and no commission is
charged with respect to such transaction. Any such transaction will be made in
conformance with Section 408(e) of ERISA and the Department of Labor Regulations
promulgated thereunder. Such sales to the Company may be made by the Trustee to
satisfy the Plan's need for liquidity under Section 13.2, regarding the
diversification of a Qualified Participant's Company Stock Account. All sales of
Company Stock (except Company Stock held in the suspense account referred to in
Section 5.4 or the Company Contributions Account) by the Trustee will be charged
pro rata to the corresponding Participants' Company Stock Accounts.

        Section 5.4   Suspense Account. Company Stock purchased with the
proceeds of a Loan will be held in a suspense account pending release and
reallocation to Company Stock Accounts as the Loan is paid. Company Stock
purchased with amounts allocated to Participants' Other Investments Accounts
will immediately upon purchase be credited pro rata to the corresponding
Participants' Company Stock Accounts.


                                       21
<PAGE>

                                   Article VI
                                   ----------

                                  Exempt Loans
                                  ------------

Section 6.1   Loans.

(a)   The Trustee may incur a Loan only as directed by the Committee. The term
      "Loan" means any loan, extension of credit or purchase money transaction,
      as described in Code Section 4975(d)(3) and Treasury Regulation Section
      54.4975- 7(b)(1)(iii), to the Trustee which is made or guaranteed by a
      disqualified person (within the meaning of Code Section 4975(e)(2)),
      including, but not limited to, a direct loan of cash, a purchase money
      transaction, an assumption of an obligation of the Trustee, an unsecured
      guarantee or the use of assets of a disqualified person (within the
      meaning of Code Section 4975(e)(2)) as collateral for a loan. Any such
      Loan will be used primarily for the benefit of Participants and their
      Beneficiaries.

(b)   The proceeds, if any, of any such Loan will be used, within a reasonable
      time after the Loan is obtained, only to purchase Company Stock, repay the
      Loan, or repay any prior Loan. Any such Loan will provide for no more than
      a reasonable rate of interest (as determined under Treasury Regulation
      Section 54.4975-7(b)(7)) and must be without recourse against the Plan.
      The number of years to maturity under the Loan must be definitely
      ascertainable at all times. The only assets of the Plan that may be given
      as collateral on a Loan are shares of Company Stock acquired with the
      proceeds of the Loan and shares of Company Stock that were used as
      collateral on a prior Loan repaid with the proceeds of the current Loan.
      Such Company Stock so pledged will be placed in the suspense account
      provided for in Section 5.4. No person entitled to payment under a Loan
      will have recourse against Trust assets other than such collateral,
      contributions (other than contributions of Company Stock) that are
      available under the Plan to meet obligations under the Loan, and earnings
      attributable to such collateral and the investment of such contributions.

(c)   Subject to the limitations of Code Section 404, all Company Contributions
      paid during the Plan Year in which a Loan is made (whether before or after
      the date the proceeds of the Loan are received), all Company Contributions
      paid thereafter until the Loan has been repaid in full, all earnings from
      the investment of such Company Contributions, all Cash Dividends will be
      available to meet obligations under the Loan as such obligations accrue,
      or prior to the time such obligations accrue, unless otherwise provided by
      the Company at the time any such contribution is made or, with respect to
      Cash Dividends on Company Stock, unless otherwise determined by the
      Committee in its discretion.

(d)   Any pledge of Company Stock must provide for the release of shares so
      pledged upon the payment of any portion of the Loan. The number of shares
      to be released will be determined by the Committee under whichever of the
      following two methods is permissible based upon the terms of the Loan:

                                       22
<PAGE>

(i)   If the Loan provides annual payments of principal and interest at a
      cumulative rate that is not less rapid at any time than level annual
      payments of principal and interest over ten years, then for each Plan Year
      during the duration of the Loan, the number of shares of Company Stock
      released from such pledge will equal the number of encumbered securities
      held immediately before release for the current Plan Year multiplied by a
      fraction. The numerator of the fraction is the principal paid for such
      Plan Year. The denominator of the fraction is the sum of the numerator
      plus the principal to be paid for all future years. Such years will be
      determined without taking into account any possible extension or renewal
      periods. If the collateral includes more than one class of Company Stock,
      the number of shares of each class to be released for a Plan Year must be
      determined by applying the same fraction to each class. To the extent that
      the net proceeds received by the Plan in respect of any Loan exceed the
      stated principal amount of the Loan, that portion of any interest payment
      that would be deemed to be a repayment of principal under standard loan
      amortization tables will be treated as principal paid or principal to be
      paid, as the case may be, for purposes of the above calculation. This
      subsection will not be applicable to a Loan from the time that, by reason
      of a renewal, extension or refinancing, the sum of the expired duration of
      the Loan, the renewal period, the extension period and the duration of a
      new Loan exceeds ten years.

(ii)  If the Loan does not satisfy the conditions stated in subsection
      6.1(d)(i), or if the Committee so chooses, then for each Plan Year during
      the duration of the Loan, the number of shares of Company Stock released
      from such pledge will equal the number of encumbered securities held
      immediately before release for the current Plan Year multiplied by a
      fraction. The numerator of the fraction is the sum of principal and
      interest paid in such Plan Year. The denominator of the fraction is the
      sum of the numerator plus the principal and interest to be paid for all
      future years. Such years will be determined without taking into account
      any possible extensions or renewal periods. If interest on any Loan is
      variable, the interest to be paid in future years under the Loan will be
      computed by using the interest rate applicable as of the end of the Plan
      Year. If the collateral includes more than one class of Company Stock, the
      number of shares of each class to be released for a Plan Year must be
      determined by applying the same fraction to each class.

(iii) Should a Loan initially satisfying the conditions stated in subsection
      6.1(d)(i) at some subsequent date cease to satisfy the conditions of such
      subsection, by reason of a renewal, extension or refinancing of the Loan,
      then subsection 6.1(d)(ii) will be applied in determining the shares
      released upon payment of any principal or interest after such date.



                                       23
<PAGE>

Section 6.2   Loan Payments.

(a)   Payments of principal and interest on any Loan during a Plan Year may be
      made by the Trustee (as directed by the Committee) from:

      (i)     Company Contributions to the Trust made to meet the Plan's
              obligation under a Loan (other than contributions of Company
              Stock) and from any earnings attributable to Company Stock held as
              collateral for a Loan and investments of such Company
              Contributions (both received during or prior to the Plan Year);

      (ii)    Amounts allocated to Participants' Other Investments Accounts, to
              the extent allowable under Treasury Regulation Section
              54.4975-7(b)(5) and subsection 4.11(a);

      (iii)   The proceeds of a subsequent Loan made to repay a prior Loan;

      (iv)    The proceeds of the sale of any Company Stock held as collateral
              for a Loan; and

      (v)     Pursuant to Treasury Regulation Section 54.4975-11(d)(3), Cash
              Dividends on Company Stock acquired with the proceeds of the Loan
              to the extent not distributed to Participants' under Section 4.11
              or allocated as income of the Plan under Section 4.3. Such
              contributions and earnings will be accounted for separately by the
              Plan until the Loan is repaid.

(b)   Company Stock released by reason of the payment of principal or interest
      on a Loan from amounts allocated to Participants' Other Investments
      Accounts or the Company Contributions Account will immediately upon
      payment be allocated as set forth in Article IV to the corresponding
      Participants' Company Stock Accounts or the Company Contributions Account.

(c)   The Company will contribute to the Trust sufficient amounts to enable the
      Trust to pay principal and interest on any such Loans as they come due;
      provided, however, that no such contribution will exceed the limitations
      contained in Section 4.10. In the event that such contributions, by reason
      of the limitations in Section 4.10, are insufficient to enable the Trust
      to pay principal and interest on such Loan as it is due, then upon the
      Trustee's request, the Company will:

      (i)     Make a Loan to the Trust as described in Treasury Regulation
              Section 54.4975-7(b)(4)(iii), in sufficient amounts to meet such
              principal and interest payments. Such new Loan will also meet all
              requirements of an "exempt loan" within the meaning of Treasury
              Regulation Section 54.4975-7(b)(1)(iii) and will be subordinated
              to the prior Loan. Company Stock released from the pledge of the
              prior Loan will be pledged as collateral to secure the new Loan.
              Such Company Stock will be released



                                       24
<PAGE>

                       from this new pledge and allocated to the Accounts of the
                       Participants in accordance with applicable provisions of
                       the Plan;

               (ii)    Purchase any Company Stock pledged as collateral in an
                       amount necessary to provide the Trustee with sufficient
                       funds to meet the principal and interest payments. Any
                       such sale by the Plan will meet the requirements of
                       Section 408(e) of ERISA and the Department of Labor
                       Regulations promulgated thereunder; or

               (iii)   Any combination of the foregoing; provided, however, that
                       the Company will not, pursuant to the provisions of this
                       subsection, do, fail to do, or cause to be done any act
                       or thing which would result in a disqualification of the
                       Plan as an employee stock ownership plan under the Code.

       (d)     Except as provided in Section 6.3 and Section 6.5, and
               notwithstanding any amendment to or termination of the Plan which
               causes it to cease to qualify as an employee stock ownership plan
               within the meaning of Code Section 4975(e)(7), or any repayment
               of a Loan, no shares of Company Stock acquired with the proceeds
               of a Loan obtained by the Trust to purchase Company Stock may be
               subject to a put, call or other option, or buy-sell or similar
               arrangement while such shares are held by and when distributed by
               the Plan.

       (e)     Notwithstanding any provision of the Plan to the contrary, in the
               event the Plan is terminated, any shares of Company Stock pledged
               as collateral for a Loan and held in the suspense account
               provided for in Section 5.4 (or the proceeds of the sale of such
               Company Stock) will be applied to repay the outstanding balance
               of the Loan. Any shares of Company Stock or cash proceeds from
               the sale thereof which remain in the suspense account after
               repayment of the Loan will be allocated to Participants who are
               actively employed on the effective date of termination of the
               Plan in the ratio that the adjusted balance of each eligible
               Participant's Company Stock and Other Investments Accounts bears
               to the adjusted balance of the Company Stock and Other
               Investments Accounts of all Participants entitled to share in
               such allocation. Provided, however, such allocation will be
               subject to the requirements of Code Section 401(a)(4) and the
               regulations promulgated thereunder.

               In the event an allocation would not satisfy the requirements of
               the preceding sentence, the Committee will, on a
               nondiscriminatory basis, adjust the allocation to the extent
               necessary to satisfy the requirements of Code Section 401(a)(4).
               Such ratio will be calculated after completion of the allocations
               prescribed in Article IV for the Plan Year in which the effective
               date of the termination of the Plan occurs and the completion of
               any subsequent allocations in succeeding Plan Years. Such
               allocation(s) will be made as of the Accounting Date(s) which
               coincides with or next follows the effective date of the Plan
               termination.

       Section 6.3     Put Option. All shares of Company Stock acquired by the
Plan will be subject to a "put" option at the time of distribution, provided
that at such time the shares are not

                                       25
<PAGE>

publicly traded within the meaning of Treasury Regulation Section
54.4975-7(b)(1)(iv) or subject to a trading restriction within the meaning of
Treasury Regulation Section 54.4975-7(b)(10).

        The "put" option will be exercisable by the Participant or his
Beneficiary, by the donees of either, or by a person (including an estate or its
distributee) to whom the Company Stock passes by reason of the Participant's or
Beneficiary's death. The "put" option will provide that, for a period of 60 days
after such shares are distributed, the holder of the option has the right to
cause the Company, by notifying it in writing, to purchase such shares at their
fair market value, as determined pursuant to Section 5.2, in accordance with
Treasury Regulation Section 54.4975- 11(d)(5). Provided, however, that if the
holder of such "put" option does not exercise such option within such 60 day
period, an additional exercise period of 60 days will be available during the
Plan Year following the Plan Year in which the distribution was made after the
new valuation of Company Stock has been determined and communicated to the
holder of the option.

        The Committee may give the Trustee the option to assume the rights and
obligations of the Company at the time the "put" option is exercised, insofar as
the repurchase of Company Stock is concerned. The period during which the "put"
option is exercisable will not include any period during which the holder is
unable to exercise such "put" option because the Company is prohibited from
honoring it by federal or state law. The terms of payment for the purchase of
such shares of Company Stock will be as set forth in the "put" option and may be
either in a single sum or in installments, as determined by the Committee and
uniformly applied. An installment payment in connection with such "put" option
will:

        (a)     Be adequately secured, as determined by the Committee;

        (b)     Bear a reasonable rate of interest, as determined by the
                Committee;

        (c)     Require equal annual payments;

        (d)     If the distribution constitutes a distribution to a Participant
                or Beneficiary, within one taxable year of the recipient, of the
                entire balance to the credit of the Participant's Account,
                payment of the fair market value of a Participant's Company
                Stock Account balance will be made in five substantially equal
                annual payments. The first installment will not be paid later
                than 30 days after the Participant exercises the "put" option;
                and

        (e)     In all respects satisfy the requirements of Code Section 409(h)
                and Treasury Regulation Section 54.4975-7(b)(12).

        If the distribution does not constitute a distribution to a Participant
or Beneficiary, within one taxable year of the recipient, of the entire balance
to the credit of the Participant's Account, the Plan will pay the Participant an
amount equal to the fair market value of the Company Stock repurchased no later
than 30 days after the Participant exercises the "put" option. The provisions of
this Section will apply to all shares of Company Stock acquired by the Plan.

        Section 6.4     Continuation of Rights of Put Option. The rights set
forth in Section 6.2(d) and the "put" option provided for by Section 6.3 are
nonterminable and will continue to

                                       26
<PAGE>

apply to shares of Company Stock purchased by the Trustee with the proceeds of a
Loan as described herein or to shares of Company Stock distributed hereunder
notwithstanding the repayment of the Loan or any amendment to, or termination
of, this Plan which causes the Plan to cease to be an employee stock ownership
plan within the meaning of Code Section 4975(e)(7).

        Section 6.5     Right of First Refusal. Shares of Company Stock, if any,
distributed by the Trustee pursuant to Article VII may, in the discretion of the
Committee, be subject to a "right of first refusal." Such a "right" will provide
that, prior to any subsequent transfer, the shares must first be offered in
writing to the Trust and then, if refused by the Trust, to the Company at a
price equal to the greater of (i) the then fair market value of such shares of
Company Stock, as determined pursuant to Section 5.2 in accordance with Treasury
Regulation Section 54.4975- 11(d)(5); or (ii) the purchase price offered by a
buyer, other than the Company or Trustee, making a good faith offer (as
determined by the Committee) to purchase such shares of Company Stock. The
Trustee or the Company, as the case may be, may accept the offer as to part or
all of the Company Stock at any time during a period not exceeding 14 days after
receipt of such offer by the Trustee, on terms and conditions no less favorable
to the shareholder than those offered by the independent third party buyer. Any
installment purchase will be made pursuant to a note secured by the shares
purchased and will bear a reasonable rate of interest as determined by the
Committee. If the offer is not accepted by the Trustee, the Company, or both,
then the proposed transfer may be completed within a reasonable period following
the end of the 14 day period, but only upon terms and conditions no less
favorable to the shareholder than the terms and conditions of the third party
buyer's prior offer.

        Shares of Company Stock which are publicly traded within the meaning of
Treasury Regulation Section 54.4975-7(b)(1)(iv) at the time such right may
otherwise be exercised will not be subject to this "right of first refusal."




                                       27
<PAGE>

                                  Article VII
                                  -----------

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

        Section 7.1    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.

        For purposes of the 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 7.2    Death. If a Participant's employment with all of the
Affiliates terminates because of his death, the entire amount in his Account, as
determined as of the Accounting Date coincident with or immediately preceding
the date of distribution, will be paid to his Beneficiary in accordance with
this Article after receipt by the Committee of acceptable proof of death.

        Section 7.3    Resignation or Dismissal. If a Participant's employment
with all of the Affiliates terminates prior to his Normal Retirement Age and for
any reason other than his death or Total and Permanent Disability, the
Participant will be entitled to receive the "Vested Percentage" of his Account,
distributable in accordance with this Article. The Vested Percentage of a
Participant's Account will be determined in accordance with the following
schedule based on his Years of Service at his termination date:

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

               Less than 5 years             0%                   100%
               5 or more years              100%                    0%

Effective as of the first day of the Plan Year following the Plan Year in which
the Loan in effect on September 26, 2005 is repaid in full or was scheduled to
be repaid, if earlier, and only with respect to Participants who complete an
Hour of Service on or after the first day of such Plan Year, the Vested
Percentage of the Participant's Account will be determined in accordance with
the following schedule based on his Years of Service at his termination date:

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

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

                                       28
<PAGE>

        The term "Years of Service" means the sum of the Plan Years in which the
Participant has been credited with at least 1,000 Hours of Service (as
determined under Section 2.5). The following rules apply to a Participant who
terminates employment with all of the Affiliates and is later 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 later reemployment (the "Separation Period"),
               Years of Service accrued by the 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 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
               Account as of a prior termination date.

        Section 7.4    Remainders and Reinstatement of Forfeited Remainders. The
portion of a Participant's Account that is not distributable to the Participant
or his Beneficiary under Section 7.3 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 earlier of (i) the December 31 Accounting
Date following the distribution of his vested Account or (ii) the December 31
Accounting Date of the Plan Year in which the Participant incurs five
consecutive One-Year Breaks in Service. Forfeited amounts will come first from
the Participant's Other Investments Account and then, to the extent necessary,
from the Participant's Company Stock Account. Forfeited amounts will be used in
the manner specified in Section 4.8.

        If the Participant is reemployed after his Remainder has been forfeited
and reallocated to other Participants 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
forfeited Remainder will be credited to his Account as of the Accounting Date
that occurs on the last day of the Plan Year that coincides with or next follows
the date of repayment (after all other adjustments required under the Plan as of
that date have been made). The Participant's Account will be restored to the
same dollar amount as the dollar amount of such Account on the last day of the
Plan Year, or other applicable Accounting Date, which immediately precedes the
date of the distribution. To complete such restoration, the Committee will
allocate to the Participant's Company Stock Account shares of Company Stock
attributable to the repayment and forfeited

                                       29
<PAGE>

Remainder based on the fair market value of Company Stock determined as of the
date specified for restoration in the preceding sentence.

         A Participant who has no vested benefit in his 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.                 Forfeited
Remainders that are to be credited to the Participant's Account under the
preceding sentences will be drawn from (and thus reduce): first, forfeited
Remainders to be allocated as of that date under this Section; second, any
income and gains of the Trust to be credited as of that date under Section 4.3;
and finally, a special Company Contribution, as determined by the Committee,
which will be made as of that date to the extent needed to reinstate forfeited
Remainders under this Section.

         Until the Committee reinstates the Participant's Account, as provided
in this Section, the Trustee will invest the amount the Participant has repaid
in a segregated account maintained solely for that Participant, as directed by
the Committee. Until commingled with the balance of the assets held under the
Trust on the date the Committee reinstates the Participant's Account, the
Participant's segregated account remains a part of the assets held under the
Trust, but it alone shares in any income it earns and it alone bears any expense
or loss it incurs.

         Section 7.5    Payment of Benefits. The balance of a Participant's
Account that is distributable under Section 7.1, Section 7.2 or Section 7.3 will
be paid in a manner provided in Section 7.6. Pursuant to Section 4.2, the
balance of a Participant's Account will be determined as of the applicable
Accounting Date which coincides with or immediately precedes the Participant's
distribution date; however, any shares of Company Stock to be distributed will
be valued at the closing price of Company Stock on the NASDAQ Exchange on the
last business day prior to the date of distribution.       Except as otherwise
provided in subsection 7.5(b), subsection 7.5(c) or subsection 7.5(d) below,
payment will be made within the period beginning on April 1 and ending on June
29 (the "Distribution Period") after the December 31 Accounting Date coinciding
with or next following the Participant's termination of employment, 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 7.1, Section 7.2 or Section 7.3.

         (a)    Retirement, Death or Disability. In the case of a Participant
                who terminates employment with all of the Employers after
                attaining Normal Retirement Age or as a result of his Total and
                Permanent Disability or death, the Committee will direct the
                Trustee to distribute the Participant's Account within the
                Distribution Period in the first Plan Year following the Plan
                Year in which the Participant retired on or after attaining his
                Normal Retirement Age, died or met the requirements for Total
                and Permanent Disability.



                                       30
<PAGE>

(b) Termination of Employment For a Reason Other Than Death, Disability or
    Retirement. In the case of a Participant who terminates employment with all
    of the Employers for a reason other than retirement on or after attaining
    his Normal Retirement Age, Total and Permanent Disability or death, the
    Committee will direct the Trustee to distribute the Participant's vested
    Account as follows:


    (i)     Participant's Vested Account Does Not Exceed $5,000. If the
            Participant's vested Account does not exceed $5,000, his vested
            Account will be distributed within the Distribution Period in the
            first Plan Year following the Plan Year in which the Participant
            terminates employment. 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.

    (ii)    Participant's Vested Account Exceeds $5,000. Subject to subsections
            (c) and (e), if the Participant's vested Account exceeds $5,000 on
            the date payment is to be made, the Participant's vested Account
            will be distributed within the Distribution Period in the first Plan
            Year following the end of the Plan Year in which the Participant
            terminates employment.

(c) Deferral of Distributions. Notwithstanding the preceding provisions of this
    Section, if the Participant's vested Account exceeds $5,000 on the date
    payment is to be made and he has not attained his required beginning date as
    described in subsection (d) or died, he may elect to defer payment of his
    Account until any date before his required beginning date as described in
    subsection (d) by withholding consent to a current distribution. After the
    Participant attains his required beginning date as described in subsection
    (d), his vested Account will be distributed by April 1 following the close
    of the Plan Year in which he attained his required beginning date as
    described in subsection (d).

(d) Required Beginning Date. Distribution of a single sum 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. A Participant who is a "five-percent owner"
    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 he attains age 70 1/2,
    must receive payment of his Account by that April 1 date, regardless of his
    employment status.

(e) Participant Consent Requirements. A Participant's consent under this Section
    to receive a distribution must be made at least 30 days after (but no more
    than 180 days after) he receives distribution information provided by the
    Committee. The 30-day election period may be waived by the Participant (so
    that benefit payment

                                       31
<PAGE>

                may be made as soon as practicable following receipt of the
                information) if the Committee has clearly informed the
                Participant that he has at least 30 days to consider the timing
                of his benefit payment.

       Section 7.6     Manner of Payment. Subject to the provisions of
subsection 7.7(a) and subsection 7.7(b), payment of a Participant's Account that
is distributable under Section 7.5 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 sum.

       Section 7.7     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 7.7(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 7.7(b), if any Participant is unmarried
                and fails to designate a Beneficiary in the manner provided
                above, or if the designated Beneficiary does


                                       32
<PAGE>

               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 7.8    Property Distributed. The provisions of subsection 7.8(a)
of this Section will apply if, at the time any benefit is scheduled to be
distributed under the Plan (i) the Company is an "S" corporation as described in
Code Section 1361(b), or (ii) the Company's charter or by-laws restrict the
ownership of employer securities to employees or a Code Section 401(a) trust as
provided under Code Section 409(h)(2). The provisions of subsection 7.8(b) and
subsection 7.8(c) of this Section will apply if, at the time any benefit is
scheduled to be distributed under the Plan (i) the Company is not an "S"
corporation as described in Code Section 1361(b), and (ii) the Company's charter
or by-laws do not restrict the ownership of employer securities to employees or
a Code Section 401(a) trust as provided under Code Section 409(h)(2).

       (a)     Distribution of a Participant's vested Account will be made
               solely in cash or in Company Stock, as determined by the
               Committee in its discretion; provided, however, that any
               distribution of Company Stock will be subject to the provisions
               of Section 6.3.

       (b)     Subject to the other provisions of this Section, distribution of
               a Participant's vested Account will be made in whole shares of
               Company Stock or in cash in the following manner: at least 30 but
               not more than 90 days before the date specified by the Committee
               for distribution, the Participant entitled to such distribution
               will be notified in writing by the Committee of his right to
               demand that all or any part of the distribution will be made in
               whole shares of Company Stock, except for cash in lieu of
               fractional shares. At any time within the period specified in the
               preceding sentence, the Participant may notify the Committee in
               writing of his demand that all of the distribution be made in
               whole shares of Company Stock. If the Participant exercises such
               right of demand, the balance of his Other Investments Account, to
               the extent necessary to comply with such demand, will be used to
               acquire whole shares of Company Stock for distribution at the
               fair market value (as determined in the manner set forth in
               Section 5.2, as of the date specified in Treasury Regulation
               Section 54.4975-11(d)(5)) with the value of fractional shares
               distributed in cash.

       (c)     Subject to the other provisions of this Section, in the absence
               of a proper or timely exercise by the Participant of his rights
               as set forth in subsection 7.8(b), distribution of a
               Participant's vested Account will be made in whole shares of
               Company Stock, with fractional shares distributed in cash, or
               solely cash or a combination thereof, as determined by the
               Committee in its sole discretion.

       Notwithstanding the provisions of subsection 7.8(b)and subsection 7.8(c),
a Participant has no right to specify that his benefit will be distributed in
the form of Company Stock to the


                                       33
<PAGE>

extent the Participant has diversified the investment of his Company Stock
Account as provided in Article VIII.

        Section 7.9     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.

        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 7.7 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.



                                       34
<PAGE>

                                  Article VIII
                                  ------------

                        Funding and Plan Administration
                        -------------------------------

        Section 8.1    Funding Policy. The funding policy for the Plan will be
prepared and approved by the Committee from time to time as required by ERISA
and will be consistent with the objectives of the Plan and the requirements of
ERISA. At least annually, the Committee will review the funding policy. The
Committee will make a written record of all actions taken with respect to
establishing and reviewing the funding policy. The Committee will from time to
time determine the cash requirements of the Plan and communicate the same to the
Trustee or any investment manager. The Trustee will make investments consistent
with the funding policy and the cash requirements of the Plan, or if the
Committee or Trustee has made a delegation of its investment authority to an
investment manager under Section 5.1, by such investment manager.

        Section 8.2    Committee. The Committee, as appointed by the Board, will
act as the Plan administrator and as the Plan's agent for service of legal
process and will perform the day- to-day administration of the Plan as provided
in this Article. If no Committee is appointed, the Company will perform the
duties assigned to the Committee and all references to the Committee will be
deemed to refer to the Company.  The Committee will consist of three or more
individuals who may but need not be employees of an Affiliate. The Company will
notify the Trustee, any other Employers and the Participants of the Committee's
membership.

        Section 8.3    Appointment, Resignation and 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 Board, the
other Committee members, any other Employers and the Trustee. The Board 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 8.4    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 8.5    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:


                                       35
<PAGE>

       (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;

       (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 in accordance with the provisions of the
                Plan;

       (f)      To appoint or employ individuals to assist in the administration
                of the Plan and any other agents it deems advisable, including
                the providers of legal, accounting, record keeping and plan
                administration services;

       (g)      To enter into option agreements with the Company or shareholders
                of the Company with respect to the acquisition of Company Stock
                on such terms and conditions as the Committee determines. Such
                option agreements will be assignable to the Trustee; provided,
                however, neither the agreement nor the assignment provisions
                thereof may require or otherwise bind the Trustee to acquire
                Company Stock.

       Section 8.6      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 Agreement 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 will be binding on all
persons. Consequently, benefits under the Plan will be paid only if the
Committee decides in its discretion that the applicant is entitled to them.

       Section 8.7      Interested Committee Member. If a Committee member (or
that member's spouse) is a Participant, that member will be ineligible to
participate in any decision concerning his eligibility for or the amount, method
or timing of a distribution under the Plan to be made on his behalf (or on
behalf of his spouse).

       Section 8.8      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

                                       36
<PAGE>

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 8.9    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
7.5(b)(i) 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 unable to locate the Participant or
Beneficiary, the Participant's or Beneficiary's Account will be forfeited and
treated as a Remainder under Section 7.4. 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
Committee 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 Section 4.3 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 7.5(b)(i) 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 7.5(b)(i) and the remainder of the Account will be forfeited as
provided in Section 7.4.

        Section 8.10 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 8.11 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. To the extent expenses are paid by the Trustee
from the Trust, 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. The


                                       37
<PAGE>

payment of Plan and Trust fees and expenses will include the reimbursement of
the Company or Committee for fees and expenses paid by the Company on behalf of
the Plan and Trust which are properly payable by the Plan and Trust.

        Section 8.12 Fiduciary Responsibilities. A fiduciary with respect to the
Plan or Trust will discharge his fiduciary duties solely in the interest of
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.

        Section 8.13 Trustee "Put" Option. The Trustee will have the right to
require the Company to purchase shares of Company Stock it holds under the Plan:

        (a)     But only to the extent the Trustee has an obligation under the
                Plan or by law to distribute cash from the Trust and does not
                have sufficient cash to pay that obligation; and

        (b)     Only if the Trustee notifies the Company in writing of its cash
                needs (including the specific dollar amount of the need) prior
                to the date the obligation is payable. Such notification will
                include the approximate number of shares of Company Stock which
                must be sold for the Trustee to satisfy its obligation.

        If the preceding requirements are satisfied, the Company must then
purchase not less than the number of shares specified by the Trustee in its
notice within 90 days of receiving the written "put" demand from the Trustee.
The purchase price for the shares and the terms and conditions of the purchase
transaction will be subject to the provisions of Section 5.2 and Section 5.3.
If, prior to such payment date, the Company either makes a contribution of cash
to the Trust under Article III or it pays a Cash Dividend on Company Stock to
the Trustee in an amount sufficient to satisfy the cash need identified in the
Trustee's written notice under subsection 8.5(b)above, the foregoing
requirements of this Section will not apply.




                                       38
<PAGE>

                                   Article IX
                                   ----------

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

        Section 9.1     Nonguarantee of Employment. Nothing contained in the
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 9.2     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 the Plan. Benefits payable under the Plan to any person are
to be paid solely out of the assets of the Trust and the liability of the
Committee, the Employers and the Trustee to make a benefit payment is limited to
the Trust assets available for that purpose.

        Section 9.3     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 the 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 will not be liable
for, or subject to, the debts, contracts, liabilities, engagements or torts of
any person entitled to benefits hereunder.

        Section 9.4     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 9.5     Illegal or Invalid Provisions. In the event any
provision of the Plan is held illegal or invalid for any reason, such illegality
or invalidity will not affect the remaining parts of the Plan, and the Plan will
be construed and enforced as if such illegal or invalid provision had never been
inserted herein.

        Section 9.6     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 9.7     Execution in Counterparts. The 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 9.8     Waiver of Notice. Any notice required under the Plan may
be waived by the party entitled to such notice.



                                       39
<PAGE>

        Section 9.9     Action by the Employers. Any action required or
permitted to be taken by an Employer under the Plan or Trust Agreement must be
by resolution of its board of directors, by a duly authorized committee of its
board of directors or by a person or persons duly authorized by its board of
directors or such committee.

        Section 9.10 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 in the first
instance 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 9.11 Nonguarantee of Funds. Neither the Committee, the Trustee
nor the Employers in any way guarantee the Trust from loss or depreciation.

        Section 9.12 Qualified Domestic Relations Orders. Notwithstanding the
provisions of Article VII, payments from a Participant's Account may be made (to
the extent vested under Section 7.3 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. As
soon as practicable following the Committee's determination that a domestic
relations order constitutes a Qualified Domestic Relations Order, that portion
of the Participant's Account awarded to the Alternate Payee pursuant to such
order will be transferred to an account maintained under the Plan on behalf of
the Alternate Payee. Nothing contained in the Plan will prevent the Trustee, in
accordance with the direction of the Committee, from complying with the
provisions of a Qualified Domestic Relations Order.

        Section 9.13 Federal and State Securities Law Compliance.

        (a)     Each Participant or Beneficiary may be required by the
                Committee, prior to the transfer of Company Stock to such
                Participant or Beneficiary, to execute and deliver an agreement,
                in form and substance acceptable to the Committee, certifying
                such person's intent to hold such Company Stock and containing
                such other representations and agreements relating to the
                Company Stock as the Committee may reasonably request;

        (b)     The Committee will take all necessary steps to comply with any
                applicable registration or other requirements of federal or
                state securities laws from which no exemption is available; and

        (c)     Stock certificates distributed to Participants may bear such
                legends concerning restrictions imposed by federal or state
                securities laws, and concerning other restrictions and rights
                under the Plan, as the Committee in its discretion may
                determine.

                                       40
<PAGE>

                                   Article X
                                   ---------

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

        Section 10.1 Amendment. The Company reserves the right to amend the Plan
from time to time in its sole discretion, provided the amendment:

        (a)    Except as provided in Section 11.3, 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; and

        (c)    Does not increase the duties, powers or liabilities of the
               Trustee without its written consent.

        Section 10.2 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 (i) by resolution of
the Employer's board of directors, provided that 30 days advance written notice
is given to the Committee and the Company; (ii) 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 11.1); or (iii) upon the Employer's complete
discontinuance of contributions. A partial termination of the Plan may occur
with respect to a group of Participants on any date specified by the Committee
or required by law.

        Section 10.3 Termination Procedures. The date of a termination or
partial termination (a "Plan Termination Date") will constitute a special
Accounting Date under Section 4.2. If, as of the Plan Termination Date, a Loan
is outstanding, the shares of Company Stock held in the suspense account
referred to in Section 5.4 as of such date and pledged as collateral for such
Loan (or the proceeds from the sale of such Company Stock) will be applied by
the Trustee solely to discharge the Loan. After the discharge of the Loan, if
applicable, any adjustments required under Section 4.3 will be made. After such
adjustments 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. Provided, however, any adjustments or allocations made as of the Plan
Termination Date will be subject to the requirements of Code Section 401(a)(4)
and the regulations promulgated thereunder. In the event an adjustment or
allocation would not satisfy the requirements of the preceding sentence, the
Committee will, on a nondiscriminatory basis, adjust the allocation to the
extent necessary to satisfy the requirements of Code Section 401(a)(4).

        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 sum (or, in the case of a partial
termination in a method described in Section 7.6) or will continue to be
administered as part of the Trust, as determined by the Committee. All
provisions of the Plan

                                       41
<PAGE>

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 has been made.

       Section 10.4 Limitation on Amendment or Termination. Notwithstanding the
provisions of Section 10.1 and Section 10.2, to the extent required by the terms
of any Loan, the Company will not terminate the Plan, or make any amendment to
the Plan while any Loan remains outstanding and unpaid in whole or in part,
without the prior written consent to any such termination or amendment by all
holders and guarantors, if any, of the Plan's obligations under the Loan. Where
any holder or guarantor has a representative on the Committee, such prior
written consent will not be required if the representative approves the
amendment.









                                       42
<PAGE>

                                   Article XI
                                   ----------

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

        Section 11.1 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.

        Section 11.2 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 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 11.3 Plan Assets. The Employers will have no right, title or
interest in any assets of the Trust, nor may any assets of the Trust 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
                cannot 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 federal income tax
                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 11.3(a) or subsection 11.3(c) must
first be reduced by any amount previously distributed from the Trust and then by
any Trust 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.


                                       43
<PAGE>

                                  Article XII
                                  -----------

                              Voting Company Stock
                              --------------------

        Section 12.1 Matters Which Require Pass Through of Voting Rights. Each
Participant or Beneficiary will be entitled to direct the Trustee as to the
manner in which voting rights of shares of Company Stock allocated to his
Company Stock Account are to be exercised with respect to all matters as to
which such shares are entitled to be voted.

        Section 12.2 Confidential Procedure for Passing Through Voting Rights.
The Committee will, at least 30 days prior to each meeting of holders of Company
Stock, provide each Participant or Beneficiary entitled under Section 12.1 to
direct the voting of Company Stock with notice of such meeting and of those
matters which, at the time of the mailing of such notice, are subject to
direction by a Participant, as set forth in Section 12.1, and are expected to be
presented at such meeting for action by holders of Company Stock, together with
an appropriate form on which the Participant can direct the Trustee, in
confidence, as to the manner of voting on such matters. If instructions on such
matters are not received by the Trustee at least ten business days prior to such
meeting, then pursuant to Section 12.3, the Committee will instruct the Trustee
to vote the shares of Company Stock with respect to which no such instructions
were received.

        Section 12.3 Committee Direction of Trustee. The Committee will direct
the Trustee as to the manner of voting any Company Stock (i) allocated to a
Company Stock Account of a Participant with respect to such matters as to which
no voting instructions have been timely received, (ii) contributed to the Trust
but not yet allocated to Participants' Company Stock Accounts, and (iii) held in
the suspense account described in Section 5.4. The Committee will direct the
Trustee to vote the shares of Company Stock specified in this Section in the
same proportion and in the same manner as the shares allocated to Company Stock
Accounts with respect to which timely and proper instructions by Participants
have been received. The Trustee will vote all shares as directed by the
Committee pursuant to this Section and by Participants pursuant to Section 12.2,
subject to the fiduciary obligations imposed on it by ERISA.




                                       44
<PAGE>

                                  Article XIII
                                  ------------

                 Diversification of Investment in Company Stock
                 ----------------------------------------------

       Section 13.1 Election by Qualified Participant. Each Qualified
Participant will be permitted to direct the Trustee as to the diversification of
the investment of his Company Stock Account within 90 days after the last day of
each Plan Year during the Participant's Qualified Election Period; provided,
however, if the fair market value of the Participant's Company Stock Account,
determined as of the Accounting Date immediately preceding the date the
Participant is eligible to make an election under this Section, is $500 or less,
the Participant may not make a diversification election for that Plan Year. The
term "Qualified Participant" means a Participant or Inactive Participant who has
both attained age 55 and completed at least ten years of participation in the
Plan. The term "Qualified Election Period" means the six Plan Years commencing
with the first Plan Year during which the Participant first becomes a Qualified
Participant. Provided, however, if a Participant has not completed ten years of
participation in the Plan by the end of the Plan Year in which the Participant
attains age 55, the Qualified Election Period will begin with the Plan Year in
which the Participant completes ten years of participation in the Plan and ends
with the fifth succeeding Plan Year. Such election may be modified, revoked or
superseded by a new election at any time during the 90 day election period. The
portion of a Qualified Participant's Company Stock Account subject to the
diversification election in each of the years during the Qualified Election
Period will be equal to:

       (a)     25 percent of the total number of whole shares of Company Stock
               acquired by or contributed to the Plan that have ever been
               allocated to the Qualified Participant's Company Stock Account
               and which are subject to this election; less

       (b)     The number of whole shares of Company Stock diversified pursuant
               to this Section. With respect to the last year of the Qualified
               Election Period, "50 percent" will be substituted for "25
               percent" in determining the amount subject to the diversification
               election.

       Section 13.2 Method of Diversifying Investment.

       (a)     A Qualified Participant's election to diversify his Company Stock
               Account will be provided to the Trustee in writing and will be
               effective no later than 180 days after the close of the Plan Year
               to which the direction applies.

       (b)     A Qualified Participant may direct the Plan to transfer the
               portion of his Company Stock Account to which the election
               relates to the Monroe Bancorp Thrift Plan ("Thrift Plan").    The
               portion of the Qualified Participant's Company Stock Account to
               which the election relates will be transferred to the Thrift Plan
               in cash. The amount of cash to be transferred will be determined
               by valuing the shares of Company Stock to which the election
               relates using the per-share closing price of Company Stock as
               reported on the NASDAQ Exchange on the last business day which
               immediately precedes the date on which the transfer is made. The
               transfer will be made no later than 90 days after the last day of
               the period during which the election can be made. The amount of
               cash necessary to implement the

                                       45
<PAGE>

    Qualified Participant's election may, to the extent necessary to comply with
    such election, be funded by the Committee by charging, on a pro rata basis,
    the Other Investments Accounts of all Participants, Inactive Participants
    and Beneficiaries who did not (or were not entitled to) make an election for
    the Plan Year under this Article. The Company Stock debited from the
    Qualified Participant's Company Stock Account will be credited, on a pro
    rata basis, to the corresponding Company Stock Accounts of Participants,
    Inactive Participants and Beneficiaries who did not (or were not entitled
    to) make an election for the Plan Year under this Article.

(c) In lieu of a transfer under subsection (b), a Participant may direct the
    Plan to distribute the portion of his Company Stock Account to which the
    election relates in shares of Company Stock and, if applicable, such
    distribution will be subject to the requirements of Section 6.3 concerning
    put options as would otherwise apply to distribution of Company Stock from
    the Plan.

(d) A Qualified Participant may elect not to diversify any portion of his
    Company Stock Account. The failure by a Qualified Participant to make a
    timely or proper election under this Article will be treated for all
    purposes as an election not to exercise his diversification rights.




                                       46
<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. The term "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. The term
"Claimant" means a Participant, an Inactive Participant, a Surviving Spouse of a
Participant, a Beneficiary, or an Alternate Payee, who is claiming entitlement
to the payment of any benefit payable under the Plan.

        Section A-2 Notification of Benefit Determinations. The Committee will
notify a Claimant, in accordance with Section A-3, 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 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 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; and


                                      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
                                  ------------

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

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

       Section B-2    Top-Heavy Plan. Subject to the provisions of Section B-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 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 B-3    Key Employees. For purposes of this Supplement:

       (a)     The term "Key Employee" means, any employee or former employee
               (including a deceased employee) of an Affiliate who, at any time
               during the Plan Year that includes the Determination Date, was:

               (i)    An officer of an Affiliate having Total Compensation
                      greater than $145,000 (as adjusted under Code Section
                      416(i)(1));

               (ii)   A five-percent owner of an Affiliate; or

               (iii)  A one-percent owner of an Affiliate having Total
                      Compensation of more than $150,000.

       For purposes of determining a Key Employee under this Section, the term
Total Compensation means compensation within the meaning of Code Section
416(i)(1) and the applicable regulations and other guidelines of general
applicability issued thereunder. For purposes of determining an individual's
ownership in an Affiliate under this subsection, the rules of Code Sections
414(b), (c) and (m) will be disregarded.

       (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 B-4    Determination of Account Balances. For purposes of
determining Participants' Account balances as of any Determination Date under
Section B-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 due to the
               separation from service, death or Total and


                                      B-1
<PAGE>

                 Permanent Disability of the Participant. In the case of a
                 distribution made for any other reason, "five-year period" will
                 be substituted for "one-year period" in the preceding sentence.

        (b)      Notwithstanding subsection B-4(a), 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 B-5      Aggregation of Plans. The Plan will be a Top-Heavy Plan
under Section B-2 if it is part of a Top-Heavy Group for that Plan Year.

        (a)      Top-Heavy Group. "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)     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,

                 exceeds 60 percent of a similar sum determined for all
                 employees.

        (b)      Additional Plans. The Company may treat any other plan it or
                 any other Affiliate maintains as an Aggregated Plan under
                 subsection B-5(a), 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 B-2.

        (c)      Other Rules. The rules of Section B-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 B-5(a).




                                      B-2
<PAGE>

        Section B-6     Minimum Benefit. For any Plan Year in which the Plan is
determined to be a Top-Heavy Plan, the contribution allocated under the Plan 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
percentage rate of any Key Employee for that year) of the Participant's Total
Compensation. A Participant will be entitled to receive an allocation under this
Section if he is 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. 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 B-5, any Non- Key Employee who
participates under both this Plan and the defined benefit plan will be entitled
to the minimum benefit under the defined benefit plan. Notwithstanding the
foregoing, if 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 money purchase pension plan, the minimum benefit will be
provided under that plan.















                                      B-3
<PAGE>

                                  Supplement C

                 Participation by and Withdrawal of Affiliates

        Section C-1 Participation by Affiliate. Any Affiliate may adopt the Plan
for the benefit of its employees and become an Employer by filing a certified
copy of a resolution of its board of directors to that effect with the Company.
Notwithstanding the foregoing, the Affiliate's adoption of the Plan will not be
effective unless the Company consents to that action by resolution of the Board
or by a written consent signed by the Chairman of the Board, the President, the
Chief Executive Officer or any Senior or Executive Vice President of the
Company.

        Section C-2 Withdrawal of Affiliate. Any Employer may withdraw from this
Plan by filing a certified copy of a resolution of its board of directors to
that effect with the Company. Additionally, the Company may cause an Employer to
withdraw from this Plan by filing a certified copy of a resolution of the Board
to that effect with the Employer. Such resolutions will specify the effective
date of the withdrawal.

        Section C-3 Effect of Withdrawal of Affiliate. If an Employer withdraws
from the Plan pursuant to Section C-2 but remains an Affiliate, any Covered
Employee of that Affiliate who was an active Participant in the Plan on the
effective date of such withdrawal will become an Inactive Participant and will
be subject to the following additional provisions:

        (a)     Notwithstanding the fact that, for all other purposes of the
                Plan, the employee will be considered to be an Inactive
                Participant, so long as such employee remains an employee of the
                Affiliate, the withdrawal of the Affiliate:

                (i)    Will not constitute an event under the Plan which enables
                       the employee to receive a distribution of his Account;
                       and

                (ii)   The employee will continue to be credited with Hours of
                       Service (for purposes of eligibility to participate under
                       Article II and vesting under Article VII).

        (b)     Until the occurrence of a distributable event under the Plan, as
                described in Article VII, the Account of an affected Inactive
                Participant will continue to be invested as if the Inactive
                Participant were an active Participant.

        Section C-4 Transfer of Employment of Inactive Participant to Employer.
If an employee who became an Inactive Participant by virtue of the provisions of
Section C-2 transfers employment to an Employer, such Inactive Participant will
again become a Participant immediately on the date on which his employment with
such Employer commences. The allocation of any Company Contributions will be
based on Total Compensation which is paid by the new Employer on and after the
effective date of the Participant's recommencement of participation in the Plan.




                                      C-1
<PAGE>

       Section C-5 Transfer of Employment of Active Participant From Employer.
If an employee who is a Participant transfers employment from an Employer to an
Affiliate that has not adopted or has withdrawn from the Plan, the Participant
will become an Inactive Participant, as described in Section C-3, effective as
of the effective date of the Participant's transfer of employment. In connection
therewith, all provisions of Section C-3 will apply to the Participant.

       Section C-6 Transfer of Employment Between Employers. If an employee who
is a Participant transfers employment from one Employer to another Employer,
such employee will continue to participate in the Plan without interruption. Any
allocation of Company Contributions attributable to the Participant will be
based on Total Compensation which is paid by each Employer during the
Participant's employment with that Employer.

       Section C-7 Company Action Binding on Other Employers. As long as the
Company is the sponsor of the Plan, it is empowered to act for any other
Employer in all matters relating to the Plan.


       Section C-8 Purpose. The provisions of this Supplement C will supersede
the provisions of the Plan (except such provisions as impose conditions or
limitations required by applicable law) to the extent necessary to eliminate any
inconsistency between the Plan and this Supplement C.




                                      C-2
<PAGE>

                                  Supplement D
                                  ------------

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

       Section D-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 D-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 7.5(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 7.7 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


                                      D-1
<PAGE>

                              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).















                                      D-2