CITIZENS BANCORP

                        EMPLOYEE STOCK OWNERSHIP PLAN AND

                                 TRUST AGREEMENT

                            (EFFECTIVE JULY 1, 1997)


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                                CITIZENS BANCORP
                        EMPLOYEE STOCK OWNERSHIP PLAN AND
                                 TRUST AGREEMENT
                            (EFFECTIVE JULY 1, 1997)


                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I          DEFINITIONS.................................................1
          Section 1.1.  Accrued Company Contributions
                                     Benefit...................................1
          Section 1.2.  Act....................................................1
          Section 1.3.  Anniversary Date.......................................1
          Section 1.4.  Annual Addition........................................1
          Section 1.5.  Bank...................................................1
          Section 1.6.  Beneficiary............................................2
          Section 1.7.  Code...................................................2
          Section 1.8.  Committee..............................................2
          Section 1.9.  Company................................................2
          Section 1.10. Company Contributions Account..........................2
          Section 1.11. Compensation...........................................2
          Section 1.12. Date of Employment.....................................3
          Section 1.13. Date of Separation.....................................3
          Section 1.14. Deferred Retirement....................................3
          Section 1.15. Deferred Retirement Date...............................3
          Section 1.16. Defined Benefit Fraction...............................3
          Section 1.17. Defined Contribution Fraction..........................4
          Section 1.18. Effective Date.........................................4
          Section 1.19. Employee...............................................4
          Section 1.20. Exempt Loan............................................5
          Section 1.21. Fund...................................................5
          Section 1.22. Highly Compensated Employee............................5
          Section 1.23. Holding Company........................................6
          Section 1.24. Hour of Service........................................6
          Section 1.25. Leave of Absence.......................................6
          Section 1.26. Normal Retirement......................................6
          Section 1.27. Normal Retirement Date.................................6
          Section 1.28. One Year Service Break.................................7
          Section 1.29. Participant............................................7
          Section 1.30. Period of Separation...................................7
          Section 1.31. Period of Service......................................7
          Section 1.32. Period of Severance....................................7
          Section 1.33. Plan...................................................8
          Section 1.34. Plan Year..............................................8
          Section 1.35. Re-employed Individual.................................8
          Section 1.36. Section 415 Compensation...............................9
          Section 1.37. Stock.................................................10
          Section 1.38. Top Paid Group........................................10
          Section 1.39. Total Disability......................................11
          Section 1.40. Trust.................................................11

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             Section 1.41. Trustee...........................................11
             Section 1.42. Valuation Date....................................11
             Section 1.43. Year of Service...................................11

ARTICLE II            ELIGIBILITY AND PARTICIPATION..........................12
             Section 2.1.  Eligibility.......................................12
             Section 2.2.  Entry Dates.......................................12
             Section 2.3.  Certification by Company..........................12
             Section 2.4.  Deferred Retirement...............................12

ARTICLE III           COMPANY CONTRIBUTIONS..................................13
             Section 3.1.  Company Contributions.............................13
             Section 3.2.  Form of Contributions.............................13
             Section 3.3.  Holding by Trustee................................13
             Section 3.4.  Expenses..........................................13
             Section 3.5.  No Company Liability for Benefits.................13
             Section 3.6.  No Rollover Contributions.........................14

ARTICLE IV            ALLOCATION TO PARTICIPANTS' ACCOUNTS...................14
             Section 4.1.  Company Contributions Accounts....................14
             Section 4.2.  Allocation of Company
                                       Contributions.........................14
             Section 4.3.  Limitations on Annual Additions...................14
                      Clause (a).  Basic Limitations.........................14
                      Clause (b).  Participation in Other Plans..............15
             Section 4.4.  Effective Date of Allocations.....................15
             Section 4.5.  Cash Dividends....................................16
             Section 4.6.  Allocation of Forfeitures.........................16
             Section 4.7.  Special Allocation Rules..........................16
             Section 4.8.  Rehire after Military Service.....................17

ARTICLE V             VALUATIONS AND ADJUSTMENTS.............................18
             Section 5.1.  Valuation of Fund.................................18
                      Clause (a).  Valuations................................18
                      Clause (b).  Frequency.................................18
                      Clause (c).  Records...................................18
             Section 5.2.  Adjustments.......................................19
             Section 5.3.  Amount of Adjustments.............................19
             Section 5.4.  Effective Date of Adjustments.....................19
             Section 5.5.  Notice to Participants............................19

ARTICLE VI                 BENEFITS..........................................20
    Part A.  Retirement Benefits.............................................20
             Section 6.1.  Retirement........................................20
    Part B.  Termination Benefits............................................20
             Section 6.2.  Effect of Termination.............................20
             Section 6.3.  Vesting...........................................20
             Section 6.4.  Payment...........................................21
    Part C.  Death Benefits..................................................21
             Section 6.5.  Benefits upon Death...............................21
             Section 6.6.  Beneficiaries.....................................22
             Section 6.7.  Lack of Beneficiaries.............................22

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                  Section 6.8.  Termination or Retirement prior
                                            to Death........................22
         Part D.  General...................................................22
                  Section 6.9.  Date of Distribution........................22
                  Section 6.10. Form of Distribution........................23
                  Section 6.11. Liability...................................23
                  Section 6.12. Right of First Refusal......................24
                  Section 6.13. Put Options.................................24
                  Section 6.14. Eligible Rollover Distributions.............25

ARTICLE VII                ADMINISTRATIVE COMMITTEE.........................26
                  Section 7.1.  Establishment...............................26
                  Section 7.2.  Duties......................................26
                  Section 7.3.  Actions.....................................27
                  Section 7.4.  Disqualification............................27
                  Section 7.5.  Powers......................................27
                  Section 7.6.  Discrimination Prohibited...................27
                  Section 7.7.  Statements and Forms........................28
                  Section 7.8.  Liability...................................28
                  Section 7.9.  Determination of Right to Benefits..........28
                  Section 7.10. Investment Directions.......................28
                  Section 7.11. Voting Power................................28

ARTICLE VIII               THE TRUSTEE......................................29
                  Section 8.1.  Assets Held in Trust........................29
                  Section 8.2.  Investments.................................29
                  Section 8.3.  Directions of Committee.....................29
                  Section 8.4.  Receipt of Additional Shares................30
                  Section 8.5.  Delivery of Materials to Committee..........30
                  Section 8.6.  Powers......................................30
                  Section 8.7.  Loans to the Trust..........................31
                           Clause (a).  Interest............................31
                           Clause (b).  Use of Proceeds.....................31
                           Clause (c).  Terms of Exempt Loan................32
                           Clause (d).  Collateral..........................32
                           Clause (e).  Limited Recourse....................32
                           Clause (f).  Repayment...........................32
                           Clause (g).  Agreement by Companies..............33
                           Clause (h).  Release of Collateral...............33
                           Clause (i).  Default.............................33
                           Clause (j).  Termination of Plan.................33
                  Section 8.8.  Annual Accounting...........................34
                  Section 8.9.  Audit.......................................34
                  Section 8.10. Uncertainty Concerning Payment
                                            of Benefits.....................34
                  Section 8.11. Compensation................................34
                  Section 8.12. Standard of Care............................34
                  Section 8.13. Request for Instructions....................35
                  Section 8.14. Resignation of Trustee......................35
                  Section 8.15. Vacancies in Trusteeship....................35
                  Section 8.16. Information to Be Furnished.................35
                  Section 8.17. Voting Rights of Participants...............36

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                  Section 8.18. Delegation of Authority......................37
                  Section 8.19. Diversification of Company
                                            Contributions Account............37
                  Section 8.20. Tender Offer.................................37

ARTICLE IX                 AMENDMENT, TERMINATION AND MERGER.................38
                  Section 9.1.  Amendment....................................38
                  Section 9.2.  Termination or Complete
                                            Discontinuance of Contributions..39
                  Section 9.3.  Determination by Internal Revenue
                                            Service .........................39
                  Section 9.4.  Nonreversion.................................39
                  Section 9.5.  Merger.......................................40

ARTICLE X                  MISCELLANEOUS.....................................40
                  Section 10.1.  Creation of Plan Voluntary..................40
                  Section 10.2.  No Employment Contract......................40
                  Section 10.3.  Limitation on Rights Created................41
                  Section 10.4.  Waiver of Claims............................41
                  Section 10.5.  Spendthrift Provision.......................41
                  Section 10.6.  Payment of Benefits to Others...............41
                  Section 10.7.  Payments to Missing Persons.................42
                  Section 10.8.  Severability................................42
                  Section 10.9.  Captions....................................42
                  Section 10.10. Construction................................42
                  Section 10.11. Counterparts................................42
                  Section 10.12. Indemnification.............................42
                  Section 10.13. Standards of Interpretation
                                             and Administration..............43
                  Section 10.14. Governing Law...............................43
                  Section 10.15. Successors and Assigns......................43
                  Section 10.16. Adoption of Plan............................43
                  Section 10.17. Withdrawal from Plan........................43

ARTICLE XI                 TEFRA TOP-HEAVY RULES.............................43
                  Section 11.1.  Application.................................43
                  Section 11.2.  Determination...............................43
                  Section 11.3.  Accrued Benefits............................45
                  Section 11.4.  Vesting Provisions..........................46
                  Section 11.5.  Minimum Contribution........................47
                  Section 11.6.  Code Section 415 Limitations................47


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                                CITIZENS BANCORP
                        EMPLOYEE STOCK OWNERSHIP PLAN AND
                                 TRUST AGREEMENT
                            (EFFECTIVE JULY 1, 1997)


                                    ARTICLE I
                                   DEFINITIONS

         Section 1.1.  "Accrued  Company  Contributions  Benefit" shall mean the
balance  of a  Participant's  Company  Contributions  Account  as  of  the  last
preceding Valuation Date.

         Section 1.2. "Act" shall mean the Employee  Retirement  Income Security
Act of 1974, as now in effect or hereafter  amended,  and shall also include all
regulations promulgated thereunder.

         Section 1.3. "Anniversary Date" shall mean the last calendar day of any
Plan Year.

         Section  1.4.  "Annual  Addition"  shall  mean,  with  respect  to  any
Participant  for any Plan  Year and with  respect  to this Plan and to all other
qualified defined contribution plans maintained by a Company, the sum of:

         (a)      Company  contributions  credited to his Company  Contributions
                  Account for that Plan Year under this Plan;

         (b)      that Participant's non-deductible contributions;

         (c)      forfeitures; and

         (d)      amounts allocated to an individual  medical account as defined
                  in Section  415(1)(2) of the Code which is part of a qualified
                  defined  benefit plan maintained by a Company shall be treated
                  as Annual Additions to a qualified defined  contribution plan,
                  and amounts derived from Company contributions paid or accrued
                  in taxable years ending after such date which are attributable
                  to post-retirement  medical benefits allocated to the separate
                  account of a key  employee  as  defined in Section  416 of the
                  Code under a welfare benefit fund as defined in Section 419(e)
                  of the Code  maintained  by a Company shall also be treated as
                  Annual Additions to a qualified defined contribution plan.

Annual  Additions  shall  not  include  any  amounts  allocated  as  income to a
Participant's Company Contributions Account in accordance with Section 8.7(j).

         Section 1.5.  "Bank" means the Citizens  Savings Bank of Frankfort  and
any successor thereto.


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         Section 1.6.  "Beneficiary" shall mean the person(s) entitled under the
provisions of Section 6.5 to receive benefits after the death of a Participant.

         Section 1.7.  "Code" shall mean the Internal  Revenue Code of 1986,  as
now in effect or  hereafter  amended,  and shall also  include  all  regulations
promulgated thereunder.

         Section  1.8.  "Committee"  shall  mean  the  administrative  committee
appointed  and acting in  accordance  with the  provisions  of Article  VII. The
Committee shall be deemed to be the Plan Administrator for purposes of the Act.

         Section 1.9.  "Company" shall mean the Holding  Company,  the Bank, any
Company which becomes a participating  employer  pursuant to Section 10.16,  and
any successors thereto. Solely for the purpose of:

         (a)      computing an Employee's Years of Service and Period of Service
                  to determine his eligibility to participate in and the vesting
                  of his benefits under this Plan;

         (b)      applying the limitations contained in Section 4.3;

         (c)      determining  whether  this  Plan  is a Top  Heavy  Plan  under
                  Section 11.2 and,  thus,  subject to the provisions of Article
                  XI; and

         (d)      determining whether an Employee terminated his employment with
                  the Companies,

"Company"  shall also include any entity which,  together  with a  participating
Company, constitutes a member of a controlled group of corporations, a member of
a commonly controlled group of trades or businesses or a member of an affiliated
service group within the meaning of Section  414(b),  Section  414(c) or Section
414(m) of the Code or any  entity  which is  required  to be  aggregated  with a
participating Company under Section 414(o) of the Code.

         Section 1.10.  "Company  Contributions  Account" shall mean the account
maintained  for each  Participant to which  contributions  made by the Companies
shall be allocated.

         Section 1.11.  "Compensation"  shall mean the total of all amounts paid
or  payable  in cash by the  Companies  by reason of  services  performed  by an
Employee during any period, including bonuses,  overtime, any over cash payments
included on an Employee's W-2,  amounts  deferred by the Employee under any cash
or deferred arrangement maintained by a Company under Section 401(k) of the Code
and any salary reductions elected by the Employee pursuant to a salary reduction
plan  maintained by a Company under Section 125 of the Code but excluding,  with
respect to any Employee, any other

                                                        -2-

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amounts  contributed  by a Company for or on account of that Employee under this
Plan  or  under  any  other  employee  benefit  plan;  provided,  however,  that
Compensation  in a Plan  Year  in  excess  of one  hundred  and  fifty  thousand
($150,000),  as adjusted  pursuant to Section  401(a)(17) of the Code,  shall be
disregarded.

         Section 1.12. "Date of Employment"  means any date on which an Employee
first completes an Hour of Service.

         Section 1.13.  "Date of Separation" means the earlier of:

         (a)      the  date  an   Employee's   employment   with  the  Companies
                  terminates  by  reason  of  a  quit,   discharge,   retirement
                  (including disability retirement) or death; or

         (b)      the first  anniversary  of the first date of a period in which
                  the Employee  remains absent from active  employment  with the
                  Companies  for  some  reason  other  than a  quit,  discharge,
                  retirement,  death,  approved  leave of  absence  or  military
                  service.

         Section  1.14.  "Deferred  Retirement"  shall mean  retirement  after a
Participant's Normal Retirement Date in accordance with Section 2.4.

         Section  1.15.  "Deferred  Retirement  Date" shall mean the first (1st)
calendar day of the month after a  Participant's  Normal  Retirement  Date as of
which he retires or his  employment  with the  Companies is  terminated  for any
reason other than his death.

         Section 1.16.  "Defined  Benefit  Fraction" shall mean for a given Plan
Year a fraction:

         (a)      the  numerator of which is the projected  annual  benefit of a
                  Participant   under  all  qualified   defined   benefit  plans
                  maintained by a Company (determined as of the Anniversary Date
                  of that Plan Year), and

         (b)      the denominator of which is the lesser of:

                  (i)      the  product of one and  twenty-five  one  hundredths
                           (1.25)   multiplied   by  ninety   thousand   dollars
                           ($90,000),    as   adjusted   pursuant   to   Section
                           415(b)(1)(A) and (d)(1) of the Code, or

                  (ii)     the product of one and four tenths  (1.4)  multiplied
                           by one hundred  percent (100%) of that  Participant's
                           average  Section 415  Compensation  for his three (3)
                           consecutive  highest  paid Years of Service  with the
                           Companies.


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         Section 1.17.  "Defined  Contribution  Fraction" shall mean for a given
Plan Year a fraction:

         (a)      the numerator of which is the sum of the Annual Additions to a
                  Participant's    accounts   under   all   qualified    defined
                  contribution   plans   maintained  by  a  Company  as  of  the
                  Anniversary Date of that Plan Year, and

         (b)      the  denominator  of  which  is the sum of the  lesser  of the
                  following  amounts  determined for that Plan Year and for each
                  prior year of service with the Companies:

                  (i)      the  product of one and  twenty-five  one  hundredths
                           (1.25)  multiplied  by the dollar limit in effect for
                           that Plan Year  pursuant to Section  415(c)(1)(A)  of
                           the Code, or

                  (ii)     the product of one and four tenths  (1.4)  multiplied
                           by  twenty-five  percent (25%) of that  Participant's
                           Section 415 Compensation for that Plan Year.

         Section  1.18.  "Effective  Date"  shall mean July 1,  1997;  provided,
however,  that if prior to December 31, 1997,  the Bank shall not have completed
its conversion  from mutual to stock form,  this Plan shall be null and void and
any shares of Stock and other  assets  held  hereunder  shall be returned to the
Companies.

         Section 1.19.  "Employee"  shall mean any person employed by a Company,
and shall also include any individual deemed to be a leased employee (as defined
below)  of the  Companies  but only to the  extent  required  by the  Code.  For
purposes of this Plan, the term "leased  employee"  means any person (other than
an employee of the recipient) who pursuant to an agreement between the recipient
and any other person  ("leasing  organization")  has performed  services for the
recipient  (or for the recipient  and related  persons  determined in accordance
with Section  414(n)(6) of the Code) on a  substantially  full-time  basis for a
period of at least one (1) year,  and such  services are of a type  historically
performed  by  employees  in  the  business  field  of the  recipient  employer;
provided, however, that a leased employee shall not be considered an employee of
the recipient if (a) such employee is covered by a money  purchase  pension plan
providing a  nonintegrated  employer  contribution  rate of at least ten percent
(10%) of Compensation,  immediate  participation  and full and immediate vesting
and (b) leased employees do not constitute more than twenty percent (20%) of the
recipient's  non-highly  compensated  workforce.  A leased  employee  within the
meaning of Section  414(n)(2) of the Code shall become a Participant in the Plan
based on service as a leased employee only as provided in provisions of the Plan
other than this Section. Contributions or benefits provided a leased employee by
the leasing organization which are attributable to services

                                                        -4-

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performed  for the  recipient  employer  shall be  treated  as  provided  by the
recipient employer.

         Section  1.20.  "Exempt  Loan" shall mean a loan made to this Plan by a
party  in  interest  or  disqualified  person  or a loan to this  Plan  which is
guaranteed  by a party in interest or  disqualified  person,  including a direct
loan of cash, a  purchase-money  transaction and an assumption of any obligation
of this Plan.  For purposes of this  definition,  a guarantee  shall  include an
unsecured guarantee and the use of assets of a party in interest or disqualified
person as collateral for a loan even though the use of assets may not constitute
a guarantee under any applicable State laws.

         Section  1.21.  "Fund"  shall  mean all  cash,  investments  and  other
properties held by the Trustee hereunder.

         Section 1.22. "Highly Compensated  Employee" shall include any Employee
described in Section 414(q) of the Code who:

                  (a)      is a five percent (5%) or more owner (as then defined
                           in Section  416(i)(1)  of the Code) of the Company at
                           any time  during  that Plan  Year or the  immediately
                           preceding Plan Year; or

                  (b)      received more than eighty thousand dollars ($80,000),
                           as  automatically   adjusted   pursuant  to  Sections
                           414(q)(1)   and  415(d)  of  the  Code   without  the
                           necessity of any  amendment  to the Plan,  of Section
                           415 Compensation  from the Company in the immediately
                           preceding Plan Year and was in the Top Paid Group for
                           that immediately preceding Plan Year.

                  For  purposes of  determining  whether an Employee is a Highly
                  Compensated   Employee  and   notwithstanding   anything  else
                  contained in this Section, the following rules shall
                  apply:

                  (c)      A  former  Employee  shall  be  treated  as a  Highly
                           Compensated  Employee if he was a Highly  Compensated
                           Employee in the Plan Year during which his employment
                           with  the  Company  terminated  or in any  Plan  Year
                           during   which   occurs  or   commencing   after  his
                           fifty-fifth (55th) birthday.

                  (d)      Section  415  Compensation  shall  include any amount
                           which is  contributed  by the  Company  pursuant to a
                           salary   reduction   agreement   and   which  is  not
                           includible  in the gross income of an Employee  under
                           Sections 125, 401(k), 402(a)(8), 402(h)(1)(B) and
                           403(b) of the Code.

                                                        -5-

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                  (e)      An  Employee  shall  only be  deemed  to be a  Highly
                           Compensated  Employee  to the extent  required by the
                           Code.

         Section 1.23.  "Holding Company" shall mean Citizens Bancorp.

         Section 1.24.  "Hour of Service" shall mean:

         (a)      each  hour for  which an  Employee  is paid,  or  entitled  to
                  payment,  for the  performance of duties for a Company;  these
                  hours shall be credited to the  Employee  for the  computation
                  period or periods in which the duties are performed; and

         (b)      each  hour for  which an  Employee  is paid,  or  entitled  to
                  payment,  by a Company on  account of a period of time  during
                  which no duties are  performed  (irrespective  of whether  the
                  employment  relationship  has  terminated)  due  to  vacation,
                  holiday,   illness,   incapacity   (including  disability  but
                  excluding  payments  made  because of Total  Disability  under
                  Section  6.3),  layoff,  jury duty,  military duty or leave of
                  absence;  no more than  five  hundred  and one (501)  Hours of
                  Service shall be credited  under this  Subsection  (b) for any
                  single continuous period (whether or not such period occurs in
                  a single computation period);  hours under this Subsection (b)
                  shall  be   calculated   and  credited   pursuant  to  Section
                  2530.200b-2 of the Department of Labor  Regulations  which are
                  incorporated herein by this reference; and

         (c)      each hour for which back pay,  irrespective  of  mitigation of
                  damages, is either awarded or agreed to by a Company; the same
                  Hours of Service shall not be credited  both under  Subsection
                  1.24(a) or Subsection  1.24(b),  as the case may be, and under
                  this Subsection 1.24(c);  these hours shall be credited to the
                  Employee  for the  computation  period or periods to which the
                  award or agreement  pertains,  rather than to the  computation
                  period in which the award, agreement or payment is made.

         Section  1.25.  "Leave of  Absence"  shall  mean a leave  granted  by a
Company,  in  accordance  with rules  uniformly  applied to all  Employees  in a
non-discriminatory  manner,  for  reasons  of  health,  public  service or other
satisfactory reasons.

         Section  1.26.   "Normal   Retirement"   shall  mean  retirement  on  a
Participant's Normal Retirement Date.

         Section  1.27.  "Normal  Retirement  Date"  shall mean the first  (1st)
calendar  day of the month  immediately  following a  Participant's  sixty-fifth
(65th) birthday. A Participant's  benefits under this Plan shall be fully vested
and non-forfeitable

                                                        -6-

<PAGE>



on and after the date he attains age sixty-five  (65), which is deemed to be the
normal  retirement age under this Plan,  regardless of his Period of Service and
regardless of the vesting schedules in Section 6.3 and in Section 11.4.

         Section 1.28. "One Year Service Break" shall mean a consecutive  twelve
(12) month Period of Severance.

         Section 1.29.  "Participant"  shall mean any Employee who has commenced
participation  in this Plan pursuant to Section 2.2.  Participation in this Plan
shall  continue  until  such time as the  Participant  has  received  all of the
benefits to which he is entitled under the terms of this Plan.

         Section 1.30. "Period of Separation" means, for an Employee, the period
of time commencing  with the date such Employee  separates from service with the
Companies and ending with the date such Employee resumes his employment with the
Companies.

         Section 1.31.  "Period of Service" means,  for an Employee,  the period
commencing on the later of the following dates:

         (a)      such Employee's Date of Employment; or

         (b)      the date on which such  Employee's  Employer is required to be
                  aggregated  with the Company under Code Section  414(b),  (c),
                  (m) or (o), whichever is applicable,

and ending on the date a Period of  Severance  begins,  including  any Period of
Separation of less than twelve (12) consecutive months; provided,  however, that
in the case of any person who terminates  his employment  with the Employers but
later resumes his employment  with the  Companies,  the Period of Service before
such  resumption  of  employment  shall be  aggregated  only if that person is a
Re-employed Individual.

         Section 1.32. "Period of Severance" means, for an Employee,  the period
of time commencing with the earlier of:

         (a)      the date on which such Employee terminates his employment with
                  the  Companies  by reason of  quitting,  retirement,  death or
                  discharge, or

         (b)      the date  twelve  (12)  consecutive  months  after  the date a
                  person remains absent from service with the Companies (with or
                  without pay) for any reason other than  quitting,  retirement,
                  death or discharge,

and ending,  in the case of an Employee who terminates  his employment  with the
Companies by reason other than death,  with the date such  Employee  resumes his
employment with the Companies.  Solely for purposes of determining whether a One
Year Service Break

                                                        -7-

<PAGE>



has occurred for  participation  and vesting purposes has occurred,  an Employee
who is absent from work for maternity or paternity  reasons shall receive credit
at least one (1) year.  For purposes of this Section  1.32, an absence from work
for maternity and paternity reasons means an absence:

         (d)      by reason of the pregnancy of the Employee,

         (e)      by reason of the birth of a child of the Employee,

         (f)      by reason of the  placement  of a child with the  Employee  in
                  connection with the adoption of that child by the Employee, or

         (g)      for  purposes  of  caring  for  such a child  for  the  period
                  beginning immediately following such birth or placement.

         Section 1.33.  "Plan" shall mean the employee stock  ownership plan and
trust established pursuant to the provisions of this Agreement,  as amended from
time to time,  which shall be known as the "Citizens  Bancorp  Savings  Employee
Stock  Ownership  Plan." This Plan is intended to be an employee stock ownership
plan under Section  4975(e)(7)  of the Code and under  Section  407(d)(6) of the
Act.

         Section 1.34. "Plan Year" shall mean the consecutive  twelve (12) month
period  beginning each July 1 and ending on the following June 30. The Plan Year
shall also be the  limitation  year for  purposes of Section 415 of the Code for
this Plan and for all other qualified retirement plans maintained by a Company.

         Section 1.35.  "Re-employed  Individual" shall mean a person who, after
having terminated his employment with the Companies, resumes his employment with
the Companies:

         (a)      with any vested interest in his Company  Contributions Account
                  as provided in Section 6.3 or 11.4, or

         (b)      with no such vested  interest  but who resumes his  employment
                  with the Companies either:

                  (i)      before a One Year Service Break,

                  (ii)     after a One Year Service  Break but before his latest
                           Period of  Severance  equals or exceeds his Period of
                           Service, or

                  (iii)    after a One Year Service  Break but before the number
                           of his  consecutive One Year Service Breaks equals or
                           exceeds  the  greater  of five (5) or his  Period  of
                           Service.


                                                        -8-

<PAGE>



         Section 1.36. "Section 415 Compensation" shall mean with respect to any
Plan Year and shall:

         (a)      include  amounts  accrued  to  a  Participant  (regardless  of
                  whether he was a  Participant  during the entire Plan Year and
                  regardless of whether in cash):

                  (i)      as wages,  salaries,  fees for professional  services
                           and other  amounts  received  for  personal  services
                           actually  rendered  in the  course of his  employment
                           with  the  Companies  including  but not  limited  to
                           commissions,  compensation  for services on the basis
                           of a percentage of profits and bonuses;

             (ii)          for  purposes  of  Subsection  (a)(i)  above,  earned
                           income from  sources  outside  the United  States (as
                           defined  in Section  911(b) of the Code),  whether or
                           not excludible from gross income under Section 911 of
                           the Code or deductible under Section 913 of the Code;

            (iii)          amounts described in Sections  104(a)(3),  105(a) and
                           115(h) of the Code but only to the extent  that these
                           amounts are  includible  in the gross  income of that
                           Participant; and

             (iv)          amounts  paid  or  reimbursed  by the  Companies  for
                           moving  expenses  incurred by that  Participant,  but
                           only  to  the  extent  that  these  amounts  are  not
                           deductible by that  Participant  under Section 217 of
                           the Code;

         (b)      not include:

                  (i)      notwithstanding  Subsection (a)(i) above, there shall
                           be excluded  from  Section 415  Compensation  amounts
                           contributed to a plan as contributions to a qualified
                           cash or  deferred  plan under  Section  401(k) of the
                           Code;

                  (ii)     other  contributions made by a Company to any plan of
                           deferred  compensation to the extent that, before the
                           application   of  the   Section   415  of  the   Code
                           limitations to that plan, the  contributions  are not
                           includible  in the gross  income of that  Participant
                           for  the  taxable  year  in  which  contributed;   in
                           addition,  Company  contributions  made on  behalf of
                           that  Participant  to a simplified  employee  pension
                           plan  described  in Section  408(k) of the Code shall
                           not be considered as Section 415 Compensation for the
                           Plan  Year in which  contributed;  additionally,  any
                           distributions from a plan of deferred

                                                        -9-

<PAGE>



                           compensation  shall not be  considered as Section 415
                           Compensation,  regardless of whether such amounts are
                           includible  in the gross  income of that  Participant
                           when  distributed;  however,  any amounts received by
                           that Participant pursuant to an unfunded nonqualified
                           plan shall be considered as Section 415  Compensation
                           in the Plan Year in which such amounts are includible
                           in the gross income of that Participant; and

            (iii)          other amounts which receive  special  federal  income
                           tax  benefits,  such as premiums  for group term life
                           insurance  (but only to the extent that the  premiums
                           are  not  includible  in the  gross  income  of  that
                           Participant);

provided, however, that Section 415 Compensation in a Plan Year in excess of one
hundred  and  fifty  thousand  ($150,000),   as  adjusted  pursuant  to  Section
401(a)(17) of the Code, shall be disregarded.  Notwithstanding  anything in this
Section 1.36 to the  contrary,  for Plan Years  beginning on or after January 1,
1998,  Section 415 Compensation  shall include any elective deferral (as defined
in Section  402(g) of the Code) and any amount  contributed  or  deferred at the
election of the Participant that is not includible in that  Participant's  gross
income by reason of Section 125 or Section 457 of the Code.


         Section 1.37. "Stock" shall mean any duly-issued shares of common stock
of the Holding  Company,  without par value,  which shares  constitute  employer
securities under Section 409(1) and Section 4975(e)(8) of the Code.

         Section 1.38.  "Top Paid Group" shall mean the Employees who are in the
top twenty percent (20%) of the Employees of the Company in terms of Section 415
Compensation  for such  Plan  Year;  provided,  however,  that for  purposes  of
determining  the number of Employees  to be included in the Top Paid Group,  the
following  Employees  shall be  excluded  to the  extent  permitted  by  Section
414(q)(4) of the Code:

                  (a)      Employees who have not completed six (6) months of
                           service with the Group;

                  (b)      Employees who normally  work less than  seventeen and
                           one-half (17 1/2) hours per week or less than six (6)
                           months during a Plan Year;

                  (c)      Employees who have not attained age twenty-one (21);


                                                       -10-

<PAGE>



                  (d)      except as provided by regulations  promulgated  under
                           the Code, Employees who are covered by a collectively
                           bargained agreement; and

                  (e)      Employees who are non-resident aliens and who receive
                           no earned  income  (within  the  meaning  of  Section
                           911(d)(2)  of  the  Code)  from  the  Company   which
                           constitutes  income from sources in the United States
                           (within  the  meaning  of  Section  861(a)(3)  of the
                           Code).

         Section  1.39.  "Total  Disability"  shall  mean a mental  or  physical
condition which, in the judgment of the Committee based upon medical reports and
other evidence satisfactory to the Committee,  presumably permanently prevents a
Participant  from  satisfactorily  performing his usual duties for his employing
Company or the duties of such other position or job which his employing  Company
makes available to that  Participant and for which that Participant is qualified
by reason of training, education or experience.

         Section 1.40.  "Trust" shall mean the employee  stock  ownership  trust
established  pursuant to the provisions of this Agreement,  as amended from time
to time, which shall be known as the "Citizens  Bancorp Employee Stock Ownership
Trust."

         Section 1.41. "Trustee" shall mean The Farmers Bank, and any successors
thereto.

         Section  1.42.  "Valuation  Date" shall mean each  December 31 and each
other date as of which the  Committee  shall cause the Trustee to determine  the
value of the Trust assets as prescribed in Section 5.1.

         Section   1.43.   "Year  of  Service"   shall  mean  for   purposes  of
participation  the consecutive  twelve (12) month period computed with reference
to the date on which the Employee  first (1st)  completes an Hour of Service and
any Plan Year beginning after such date during which twelve (12) month period an
Employee  has  completed  at  least  one  thousand  (1,000)  Hours  of  Service.
Notwithstanding  the  foregoing,  periods of time  during  which an  Employee or
Participant:

         (a)      is on an approved Leave of Absence  continuing for a period of
                  not more than two (2) consecutive years; or

         (b)      is on military  leave for training or service,  or both,  with
                  the Armed  Forces of the United  States  under any form of law
                  requiring military service;  provided,  however, that he shall
                  make application for  re-employment by a Company within ninety
                  (90) calendar days after  discharge or release from such Armed
                  Forces or from hospitalization

                                                       -11-

<PAGE>



                  continuing  after such discharge for a period of not more than
                  one (1) year;

shall also be credited  towards his Years of Service and shall not  constitute a
Break in Service for  purposes of this Plan.  A  Participant's  Years of Service
shall be calculated taking into account employment before the Effective Date.


                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

         Section  2.1.  Eligibility.  Each  Employee  in the employ of a Company
shall  become  eligible  to  participate  in this  Plan on the  date on which he
completes one (1) Year of Service or, if later,  on the date on which he attains
age twenty-one (21).

         Section 2.2. Entry Dates. Each Employee who was eligible to participate
under Section 2.1 on the Effective  Date  automatically  became a Participant in
this  Plan  as of the  Effective  Date.  Each  other  Employee  shall  become  a
Participant in this Plan on the first day of January or July  coincident with or
next  following  the  first  (1st)  date  on  which  he  meets  the  eligibility
requirements of Section 2.1. A re-employed Employee who has once met the one (1)
Year of Service  requirement  for  eligibility  shall  become (or, if formerly a
Participant,  be reinstated as) a Participant in this Plan on his  re-employment
date or, if later,  on the first day of January or July  coincident with or next
following the date he attains age twenty-one (21).

         Section  2.3.  Certification  by  Company.  Not later than  thirty (30)
calendar  days after an Employee  shall become a Participant  in this Plan,  his
employing Company shall certify such fact in writing to the Committee,  together
with such  additional  facts  regarding  such  Participant  as the Committee may
request.  Except as otherwise provided by the Act, each such certification shall
be final and  conclusive  and the  Committee  shall be entitled to rely  thereon
without any investigation,  but it may correct any errors discovered in any such
certificate.

         Section 2.4.  Deferred  Retirement.  A Participant who continues in the
employment  of a Company  after his Normal  Retirement  Date shall  continue  to
participate  in this Plan, and  contributions  shall be allocated to his Company
Contributions  Account as otherwise  provided in this Plan. Any such Participant
who elects  Deferred  Retirement  shall be entitled to benefits  under this Plan
payable at his Deferred  Retirement Date in the same manner as if he had retired
on his Normal Retirement Date; provided,  however,  that the deferral of benefit
payments after a Participant's Normal Retirement Date shall be permitted only to
the extent authorized by and in compliance with all requirements

                                                       -12-

<PAGE>



imposed under Section  2530.203-3 of the Department of Labor  Regulations  which
are incorporated herein by reference.


                                   ARTICLE III
                              COMPANY CONTRIBUTIONS

         Section 3.1. Company  Contributions.  For the initial Plan Year and for
each Plan Year thereafter,  the Companies shall make  contributions to the Trust
in one (1) or more installments in such amounts as the Board of Directors of the
Bank may determine.

         If Company  contributions  are paid to the Trust by reason of a mistake
in fact made in good faith or a mistake  made in good faith in  determining  the
deductibility  of such  Company  contributions  for federal  income tax purposes
under  Section  404 of the  Code,  such  Company  contributions  may,  except as
otherwise  provided in Section 8.7, be returned to the  Companies by the Trustee
(upon the  written  direction  of the  Committee)  within one (1) year after the
payment  to the Trust or after the date the  federal  income  tax  deduction  is
denied, whichever is applicable.

         Section 3.2. Form of Contributions.  The Companies'  contributions,  if
any, for each Plan Year shall be paid to the Trustee  either in cash or in Stock
valued at the fair market value thereof as of the date of the  contribution  (as
determined consistent with Section 5.1(a)) and within such period as is provided
for in Section  404 of the Code or any other  statute  of similar  import or any
rule or regulations thereunder.

         Section  3.3.  Holding  by  Trustee.  All  contributions  made  by  the
Companies  under  Section  3.1  shall be a part of the Fund and shall be held in
trust by the Trustee until distributed as provided in this Plan.

         Section  3.4.  Expenses.  In addition to the  contributions  to be made
under Section 3.1, the Companies shall pay all reasonable  expenses  incident to
the operation of this Plan; in the event of any failure by the Companies to make
such payment, the same shall be a charge against and paid from the Fund but only
to the extent permitted under the Code and under the Act.

         Section 3.5. No Company Liability for Benefits. The benefits under this
Plan shall be only such as can be  provided  by the Fund,  and there shall be no
liability  or  obligation  on the  part  of the  Company  to  make  any  further
contributions or payments. Except as otherwise provided by the Act, no liability
for the payment of benefits  under this Plan shall be imposed upon the Companies
or upon the officers, directors or shareholders of the Companies.


                                                       -13-

<PAGE>



         Section 3.6. No Rollover Contributions.  Rollover contributions (within
the  meaning  of  Section  402(a)(5)  of the Code)  shall not be  permitted  nor
accepted.


                                   ARTICLE IV
                      ALLOCATION TO PARTICIPANTS' ACCOUNTS

         Section 4.1. Company Contributions Accounts. For purposes of allocating
the Company contributions, the Committee shall establish and maintain a separate
Company Contributions Account in the name of each Participant.

         Section 4.2. Allocation of Company Contributions. Except as provided in
Section  4.7,  the Company  contributions  for each Plan Year shall be allocated
among the Company Contributions Accounts of all Employees:

         a)       who were or became  Participants  on the  Anniversary  Date of
                  that Plan Year and who completed at least one thousand (1,000)
                  Hours of Service during such Plan Year, or

         (b)      whose  employment  with the Companies  terminated  during that
                  Plan Year because of death,  Total  Disability  or Deferred or
                  Normal Retirement

proportionately in the ratio that the Compensation paid to such Participant,  if
any,  for that  Plan Year or since  becoming  a  Participant  in this Plan if he
became a Participant  within that Plan Year bears to the aggregate  Compensation
paid to all  Participants  for that Plan Year or since becoming  Participants in
this Plan if they became  Participants within that Plan Year. To the extent cash
dividends  are  applied  to  pay  of  an  Exempt  Loan  under  Section  4.5  and
notwithstanding anything contained herein to the contrary, Company contributions
shall first be applied towards crediting the Participant's Company Contributions
Account to which the cash dividends  would have been  allocated  before they are
allocated under the preceding provisions of this Section.

         Section 4.3.  Limitations on Annual Additions.

                  Clause  (a).  Basic  Limitations.  Notwithstanding  any  other
provision of this Plan, the maximum Annual Addition during any Plan Year for any
Participant under this Plan and under any other qualified  defined  contribution
plans maintained by the Companies shall in no event exceed the lesser of:

         (i)      twenty-five  percent (25%) of that  Participant's  Section 415
                  Compensation for that Plan Year, or

         (ii)     thirty thousand dollars ($30,000), or, if greater,  one-fourth
                  (1/4) of the dollar limitation in effect for

                                                       -14-

<PAGE>



                  that Plan Year pursuant to Section  415(b)(1)(A)  of the Code;
                  provided,  however,  that such adjustments shall only apply to
                  the  Plan  Years  ending  on or after  the  date in which  the
                  adjustment was made.

         Any Company  contributions  which are applied by the Trustee (not later
than the due date, including  extensions,  for filing a Company's federal income
tax return for that Plan Year) to pay  interest  on an Exempt  Loan shall not be
included as Annual Additions under this Section 4.3; provided, however, that the
provisions of this Section shall be applicable  only in Plan Years for which not
more than one-third (1/3) of the Company  contributions applied to pay principal
and interest on an Exempt Loan are allocated among Highly Compensated Employees.
The  Committee may  reallocate  Company  contributions  in order to satisfy this
special limitation.

         If  due  to  a  reasonable  error  in  estimation  of  a  Participant's
Compensation  or due to the  allocation  of  forfeitures  these  maximum  Annual
Additions  would be exceeded as to any  Participant,  any excess amount shall be
used to reduce  Company  Contributions  for that  Participant  in the next,  and
succeeding,  Plan Years. If that Participant was not covered by this Plan at the
Anniversary  Date of that Plan Year, such excess shall be reallocated  among the
Company  Contributions  Accounts of the other  Participants under Section 4.2 to
the fullest extent possible  without  exceeding the limitations  with respect to
any other  Participant  for that Plan Year. Any excess amount which cannot be so
allocated to any Participant's  Company Contributions Account by reason of these
limitations shall be allocated under this Section 4.3(a) for the next succeeding
Plan Years (prior to the allocation of Company Contributions for such succeeding
Plan Years).

                  Clause (b). Participation in Other Plans. In any case in which
an Employee is a participant in one (1) or more qualified  defined  contribution
plans and in one (1) or more qualified defined benefit plans (as these terms are
defined  in Section  415(k) of the Code)  maintained  by a Company  and for Plan
Year,  beginning before January 1, 2000, the sum of the Defined Benefit Fraction
and of the Defined Contribution Fraction, computed as of the Anniversary Date of
that Plan Year, shall not exceed one (1.0).

         Section 4.4.  Effective Date of  Allocations.  For all purposes of this
Plan, allocations to the Participants' Company Contributions Accounts under this
Article shall be deemed to have been made on the Anniversary  Date to which they
relate  although they may actually be  determined  at some later date.  The fact
that such allocations are made, however, shall not vest in any Participant or in
his spouse or other  Beneficiary any right,  title or interest in or to any part
of the Fund except at the times,  to the extent and on the terms and  conditions
specified in this Plan.


                                                       -15-

<PAGE>



         Section 4.5. Cash Dividends. Any cash dividends received by the Trustee
on Stock allocated to the Company  Contributions  Accounts of Participants shall
be credited  to the  applicable  Participants'  Company  Contributions  Accounts
unless  the  Bank,  in its sole  discretion,  elects  to pay the cash  dividends
directly to the applicable  Participants  or directs the Trustee to pay the cash
dividends to the Participants (or, if applicable,  their  Beneficiaries)  within
ninety  (90)  calendar  days of the  close  of the Plan  Year in which  the cash
dividends were paid by the Holding Company to the Fund. Notwithstanding anything
contained in this Section to the contrary,  the Bank may direct cash  dividends,
including dividends on non-allocated shares, be applied to repay an Exempt Loan,
but only to the extent shares of Stock with an aggregate fair market value equal
to the amount of dividends so applied are allocated to the Company Contributions
Accounts of the applicable Participants and to the extent the cash dividends are
deductible under Section 404(k) of the Code.

         Section 4.6. Allocation of Forfeitures.  The Trustee, shall, as soon as
practicable  following the Anniversary Date marking the close of each Plan Year,
allocate  the  forfeitures  which  have  occurred  in that  Plan  Year  first to
reinstate any  forfeitures of any reemployed  Participant  under Section 6.2 and
second,  if any  forfeitures are remaining  after the  reinstatements  described
above are completed,  among the Company Contributions  Accounts of all Employees
who were or became  Participants  on the  Anniversary  Date of that Plan Year or
whose Years of Service  terminated during that Plan Year because of death, Total
Disability or Deferred or Normal Retirement.  The forfeitures shall be allocated
among such Accounts in the same manner provided for under Section 4.2.

         Section  4.7.  Special  Allocation  Rules.  Notwithstanding  any  other
provision in this Plan to the contrary, no Stock acquired by this Plan in a sale
to  which  Section  1042  of the  Code  applies  may be  allocated  directly  or
indirectly under this Plan:

         (a)      during  the  non-allocation  period  (as such term is  defined
                  below),  for the benefit of: (i) any  Participant who makes an
                  election  under  Section  1042(a) of the Code with  respect to
                  Stock  sold  to this  Plan,  or (ii)  any  Participant  who is
                  related to the  Participant  making the election under Section
                  1042(a) of the Code or to the deceased Participant (within the
                  meaning of Section  267(b) of the  Code);  provided,  however,
                  that  this   Subsection   (a)(ii)   shall  not  apply  to  any
                  Participant  who is a lineal  descendent of a  Participant  as
                  long as the aggregate  amount  allocated to the benefit of all
                  such lineal descendants  during the non-allocation  period (as
                  such term is defined  below)  does not  exceed  more than five
                  percent  (5%)  of the  Stock  (or  amounts  allocated  in lieu
                  thereof) held by this Plan which are  attributable to the sale
                  to this Plan by any person related to such

                                                       -16-

<PAGE>



                  descendants (within the meaning of Section 267(c)(4)) in
                  a transaction to which Section 1042 of the Code applies,
                  or

         (b)      for  the  benefit  of any  Participant  who  owns  (after  the
                  application  of the  attribution  rules  contained  in Section
                  318(a) of the Code, but disregarding  Section  318(a)(2)(B)(i)
                  of the Code) more than  twenty-five  percent (25%) of: (i) any
                  class of the  outstanding  stock of the Holding  Company or of
                  any other  corporation which is a member of a controlled group
                  of  corporations  (within the meaning of Section  409(1)(4) of
                  the Code)  which  includes  the Holding  Company,  or (ii) the
                  total value of any class of  outstanding  stock of the Holding
                  Company or of any other  corporation  which is a member of the
                  controlled  group  of  corporations  (within  the  meaning  of
                  Section  409(1)(4)  of the Code)  which  includes  the Holding
                  Company.

For  purposes of this  Section 4.7,  the  "non-allocation  period"  shall mean a
period  beginning on the date of the sale of the stock to the Plan and ending on
the later of:

         (c)      the date which is ten (10)  years  after the sale of the Stock
                  to this Plan to which Section 1042 of the Code applies, or

         (d)      the date of the Plan  allocation of Stock  attributable to the
                  final  payment of any  acquisition  indebtedness  incurred  in
                  connection  with a sale of such  Stock  to this  Plan to which
                  Section 1042 of the Code applies.

For  purposes  of  this  Section  4.7 a  Participant  shall  be  deemed  to be a
twenty-five  percent (25%) or greater  shareholder if such Participant owns more
than  twenty-five  percent (25%) of the shares at any time during a one (1) year
period ending:

         (e)      on the date of a sale of the Stock to this Plan to which
                  Section 1042 of the Code applies, or

         (f)      on the date as of which the Stock sold to this Plan  through a
                  sale to which Section 1042 of the Code applies is allocated to
                  Participants.

The  provisions  contained in this Section 4.7 shall be  interpreted  consistent
with and in accordance with Section 409(n) of the Code.

         Section 4.8. Rehire after Military Service.  The provisions relating to
qualified  retirement  plans  which  are set  forth  in the  Uniformed  Services
Employment and Reemployment Rights Act of 1994

                                                       -17-

<PAGE>



("USERRA")  are  hereby  incorporated  into,  and made a part of,  this  Plan by
reference.  The Committee  shall apply the provisions of the USERRA with respect
to any Participant who is reemployed after  completing  covered military service
in a  manner  consistent  with  the  USERRA  and all  other  applicable  law and
regulations.


                                    ARTICLE V
                           VALUATIONS AND ADJUSTMENTS

         Section 5.1.  Valuation of Fund.

                  Clause  (a).  Valuations.  The  Committee  shall  provide  the
Trustee  with a written  valuation  showing the fair market  value of the Stock,
upon which  valuation the Trustee may fully rely. For all purposes of this Plan,
fair market value shall be determined by an independent  appraiser (as such term
is defined in Treasury  Regulations  promulgated  under Section 170(a)(1) of the
Code) unless the Stock is readily tradeable on an established  securities market
at the date of  valuation.  The  Committee  shall  also  direct  the  Trustee to
determine  the  fair  market  value  of all  other  assets  of the  Fund on each
Valuation Date.

                  Clause  (b).  Frequency.  The Fund  shall be valued as soon as
practical after the Anniversary  Date of each Plan Year and as soon as practical
after the  removal or  resignation  of the  Trustee on the basis of fair  market
values  determined  as of the  Anniversary  Date of the  Plan  Year or as of the
effective date of the resignation or removal of the Trustee,  respectively.  The
Committee  may  require  valuation  of the  Fund on such  other  dates as it may
prescribe.

                  Clause (c). Records. Records of valuation of the Fund shall be
prepared by the Trustee in such manner and within such time after each Valuation
Date as may be  prescribed  in this Section 5.1, and such records shall be filed
with the Committee,  including a written  statement  reflecting the value of the
assets and  liabilities  of the Fund and the receipts and  disbursements  of the
Fund since the last previous statement filed with the Committee.  As to the fair
market  value of Stock,  the  Trustee  shall rely  solely  upon the most  recent
valuation  furnished  by  the  Committee  as  provided  in  Section  5.1(a).  If
information  necessary  to  ascertain  the fair market  value of the Fund assets
other than Stock is not  readily  available  to the Trustee or if the Trustee is
unable in its sole  discretion  fairly to determine the fair market value of the
other Fund assets,  the Trustee may request the Committee in writing to instruct
the Trustee as to such values to be used for all  purposes  under this Plan;  in
such  event,  the values as  determined  by the  Committee  shall be binding and
conclusive, except as otherwise provided by the Act. If the Committee shall fail
or refuse to instruct the Trustee as to such values within a

                                                       -18-

<PAGE>



reasonable  time after receipt of the Trustee's  written request  therefor,  the
Trustee may take such action as it deems  necessary  or  advisable  to ascertain
such values. Except for the Trustee's negligence,  willful misconduct or lack of
good faith,  upon the expiration of ninety (90) calendar days from the filing of
such records and except as otherwise  provided by the Act, the Trustee  shall be
forever released and discharged from all liability and  accountability to anyone
with respect to the propriety of its acts or  transactions  as set forth in such
records  unless  written  objection  is filed with the  Trustee  within the said
ninety (90) calendar day period by the Committee or by the Bank.

         Section 5.2. Adjustments. As of each Valuation Date the Committee shall
cause the  Trustee  to  allocate  to each  Participant's  Company  Contributions
Account,  by  credit  thereto  or  deduction  therefrom  as the  case  may be, a
proportion  of the  increase or  decrease  in the fair market  value of the Fund
since the last preceding Effective Date or Valuation Date. Such allocation shall
be made in the proportion that each Participant's  Company Contributions Account
on such date bears to the total of all such  Company  Contributions  Accounts on
such date.

         Section 5.3.  Amount of Adjustments.  The increase or decrease
in the Fund to be allocated shall be the difference between:

         (a)      the  fair  market  value  of the  Fund on the  last  preceding
                  Effective  Date  or  Valuation  Date  (excluding  any  amounts
                  withdrawn  from the Fund as of such  Date for the  payment  of
                  benefits hereunder), and

         (b)      the fair  market  value of the Fund on the  current  Valuation
                  Date  (including  any amounts to be withdrawn from the Fund as
                  of such Date for the payment of benefits hereunder).

         Section 5.4.  Effective Date of  Adjustments.  For all purposes of this
Plan, allocations to the Participants' Company Contributions Accounts under this
Article  shall be deemed to have been made on the  Effective  Date or  Valuation
Date to which they relate although they may actually be determined at some later
date. The fact that such  allocations are made,  however,  shall not vest in any
Participant or in his spouse or other  Beneficiary any right,  title or interest
in or to any part of the Fund  except at the  times,  to the  extent  and on the
terms and conditions specified in this Plan.

         Section 5.5.  Notice to  Participants.  Promptly after the  allocations
herein described shall be completed, the Committee shall advise each Participant
in writing of the fair  market  value of the Stock and other  Fund  assets  then
credited to his Company Contributions Account.


                                                       -19-

<PAGE>



                                   ARTICLE VI
                                    BENEFITS

Part A.  Retirement Benefits.

         Section 6.1.  Retirement.  Each  Participant  who retires on his Normal
Retirement  Date or  Deferred  Retirement  Date shall be entitled to receive the
entire balance credited to his Company Contributions Account as of the Valuation
Date  coincidental  with or immediately  following such Retirement Date plus any
Company  contributions  to which he is entitled  pursuant to Section 4.2 for the
Plan Year in which his Normal Retirement or Deferred Retirement occurs.  Payment
of such  benefits  shall be made in  accordance  with the  provisions of Section
6.10.

Part B.  Termination Benefits.

         Section 6.2. Effect of Termination.  If a Participant's employment with
the Companies is  terminated  before his Normal  Retirement  Date for any reason
other than his death,  that Participant  shall cease to be a Participant in this
Plan and  shall not be  entitled  to any  benefits  under  this  Plan  except as
expressly provided in this Part B.

         Section  6.3.  Vesting.  Any  Participant  whose  employment  with  the
Companies  is  terminated  as set forth in Section  6.2 shall be  entitled  to a
percentage (as determined  below) of the entire balance  credited to his Company
Contributions  Account as of the Valuation Date coincidental with or immediately
following  the date of  termination  of his  employment.  The  percentage of his
Company  Contributions  Account to which a  terminated  Participant  is entitled
shall be  determined  on the  basis of his  Period  of  Service  on such date of
termination of employment, as follows:

                  Period of Service           Vested Percentage

         Less than five (5) years                      0

         Five (5) years or more                     100%

Any portion of the terminated  Participant's Company Contributions Account which
is not vested shall be treated as a  forfeiture;  provided,  however,  that such
forfeiture shall not be allocated to the other Plan Participants until the first
(1st) to occur of the following:

         (a)      that  Participant's  Period of  Severance is at least five (5)
                  years; or

         (b)      that Participant's death;


                                                       -20-

<PAGE>



provided,  further,  that  if  that  Participant  is  reemployed  prior  to  his
completion of a five (5) year Period of Severance, the forfeited amount shall be
reinstated as the beginning balance of that Participant's  Company  Contribution
Account.  A Participant  whose vested  percentage  of his Company  Contributions
Account is zero (0) at the date of his termination of employment shall be deemed
to have received a distribution upon his termination of employment.

         In the case of any  Participant  whose  Period of Severance is at least
five (5) years, that  Participant's  pre-break service shall count in vesting of
his post-break Company Contributions Account balance only if either:

         (a)      that  Participant  has  any  nonforfeitable  interest  in  his
                  Company  Contributions  Account  balance  at the  time  of his
                  separation from service with the Companies; or

         (b)      upon  returning  to  service  with a  Company  his  Period  of
                  Severance is less than five (5) or, if greater,  less than his
                  Period of Service completed prior to his Period of Severance.

         In the case of any  Participant  whose Period of Separation is at least
five (5) years,  all service after such Period of Severance shall be disregarded
for the  purpose of vesting  the  Company  Contributions  Account  balance  that
accrued before such Period of Severance.

         Separate  sub-accounts  shall  be  maintained  for  that  Participant's
pre-break and post-break Company Contributions  Account. Both sub-accounts shall
share in the earnings and losses of the Fund.

         Any  Participant  whose  employment  with the  Companies is  terminated
because  of his  Total  Disability  shall  be  entitled  to his  entire  Company
Contributions  Account balance and shall also be entitled to receive any Company
contributions to which he is entitled  pursuant to Section 4.2 for the Plan Year
in which his employment is so terminated.

         Section 6.4.  Payment.  All benefits payable under Part B shall be paid
in accordance with the provisions of Section 6.10.

Part C.  Death Benefits.

         Section 6.5.  Benefits upon Death.  If the death of any Employee occurs
while he is still a Participant in this Plan and prior to his actual  retirement
or other  termination  of  employment  with the  Companies,  the entire  balance
credited  to  his  Company  Contributions  Account  as  of  the  Valuation  Date
coincidental  with or  immediately  preceding  the  date of his  death  plus any
Company

                                                       -21-

<PAGE>



contributions to which he is entitled  pursuant to Section 4.2 for the Plan Year
in which his death  occurs  shall be paid to the  Beneficiary  of that  deceased
Participant in accordance with the provisions of Section 6.10.

         Section 6.6. Beneficiaries. Each Participant shall notify the Committee
in writing of one (1) or more primary and contingent Beneficiaries to receive on
his death  any  benefits  payable  under  this  Part C.  Each  such  Beneficiary
designation  may be revoked,  amended or changed by a Participant by like notice
in  writing  delivered  to the  Committee  prior to his death.  The  Beneficiary
designation of any  Participant who is married at the date such a designation is
made or changed  shall be signed by that  Participant's  spouse and witnessed by
the  Committee  or by a  Notary  Public  if it  results  in a  designation  of a
Beneficiary  other  than that  Participant's  spouse.  Notwithstanding  anything
contained  in  this  Section  to the  contrary,  the  Beneficiary  of a  married
Participant shall be his spouse unless his spouse consents to the designation of
a non-spouse  Beneficiary in a writing witnessed by the Committee or by a Notary
Public.

         Section 6.7. Lack of Beneficiaries.  Any portion of the amounts payable
under Section 6.5 which is  undisposed of because all or some of the  designated
Beneficiaries  have  predeceased  a  Participant  or because of a  Participant's
failure to designate a  Beneficiary  in writing prior to his death shall be paid
to the deceased  Participant's  surviving  spouse,  if any, and, if none, to the
deceased Participant's estate.

         Section 6.8. Termination or Retirement prior to Death. On and after the
actual  retirement  of a  Participant  from the employ of the Companies or other
termination of his employment,  the rights of such Participant and his spouse or
other Beneficiary to any benefits under this Part C shall cease and the benefits
payable to such Participant or to any person claiming through or under him shall
be limited to the benefits provided in Parts A or B of this Article.

Part D.  General.

         Section  6.9.  Date of  Distribution.  Unless  the  Participant  or, if
deceased,  his  Beneficiary,  surviving  spouse or  estate,  as the case may be,
otherwise  elects,  the payment of benefits to which any such person is entitled
shall  begin not later  than sixty  (60)  calendar  days after the latest of the
Anniversary Date of the Plan Year in which:

         (a)      the Participant attains age sixty-five (65),

         (b)      occurs the tenth (10th)  anniversary  of the date on which the
                  Participant  initially  became eligible to participate in this
                  Plan, or

                                                       -22-

<PAGE>



         (c)      the Participant terminates his employment with the
                  Companies;

provided,  however,  that the  distribution  of benefits to a Participant  shall
commence on or before April 1 of the calendar  year  following the calendar year
during which that  Participant  attains age seventy and one-half (70 1/2) or, if
the  Participant is not a five percent (5%) owner of a Company and if later,  of
the calendar year during which his employment with the Company is terminated.

         Section 6.10. Form of Distribution.  The  distributions  provided under
this Article VI shall be made by the Trustee, as directed by the Participant or,
if deceased, his Beneficiary, in a single lump sum distribution of the amount to
be paid to the  Participant  or,  if  deceased,  to his  Beneficiary;  provided,
however, that except as otherwise provided in Section 6.9, payment shall be made
as soon as  practicable  after the Plan Year during which the  employment of the
Participant from the Companies terminated;  provided,  further, that in no event
shall payments to a deceased  Participant's  estate or to any Beneficiary  other
than the surviving  spouse of a deceased  Participant  extend more than five (5)
years after the date of the Participant's  death.  Notwithstanding  the above, a
Participant whose Company Contributions Account at the initial distribution date
or  at  any   subsequent   distribution   date  (when   aggregated   with  other
distributions)  is greater than five  thousand  dollars  ($5,000),  may elect to
defer the commencement of the distribution of his Company  Contributions Account
to the date on which he attains age sixty-five  (65).  Distributions  under this
Section  6.10 shall be  distributed  in Stock with  fractional  share  interests
distributed in cash. If shares of Stock are  distributed and the shares of Stock
available  for  distribution  consist of more than one (1) class of security,  a
distributee shall receive substantially the same proportion of each such class.

         If the Trust purchases  shares of Stock from a Company  shareholder who
is eligible to elect and so elects  nonrecognition of gain under Section 1042 of
the Code in connection with such purchase and notwithstanding anything contained
herein to the  contrary,  no  distribution  that would be made within  three (3)
years after the date of such purchase  shall be made to a Participant  before he
incurs a One Year  Service  Break,  unless  his  employment  with the  Companies
terminates as a result of his Normal  Retirement,  Total  Disability or death or
unless the distribution is made pursuant to Section 8.19.

         Section  6.11.  Liability.  Any  payment  to a  Participant  or to that
Participant's legal representative,  Beneficiary, surviving spouse or estate, in
accordance  with the provisions of this Plan,  shall to the extent thereof be in
full satisfaction of all claims hereunder against the Trustee, the Committee and
the Companies, any of whom may require such Participant, legal representative,

                                                       -23-

<PAGE>



Beneficiary,  surviving  spouse or  estate,  as a  condition  precedent  to such
payment,  to execute a receipt  and  release  therefor  in such form as shall be
determined by the Trustee, the Committee or the Companies.  The Companies do not
guarantee the Trust,  the  Participants  or, if deceased,  their  Beneficiaries,
surviving  spouses  or  estates,  as the  case  may be,  against  the loss of or
depreciation in value of any right or benefit that any of them may acquire under
the terms of this Plan.

         Section  6.12.  Right of First  Refusal.  If any recipient of shares of
Stock from this Plan elects at any time to sell all or any part of such  shares,
the Trustee  shall have a right of first  refusal to purchase all or any part of
such  shares  of Stock for the Fund.  The  price to be paid by the  Trustee  for
shares of Stock  purchased  pursuant to this  Section 6.12 shall be no less than
the greater of:

         (a)      the fair market value of such shares of Stock at the date
                  of their purchase, or

         (b)      the price offered to the recipient by another  potential buyer
                  (other than a Company) making a good faith, bona fide offer to
                  buy such shares of Stock,

and the terms of the purchase may not be less  favorable to the  recipient  than
the terms  offered in the bona fide  offer.  This right of first  refusal  shall
lapse no later  than  fourteen  (14)  calendar  days after the  recipient  gives
written  notice to the Trustee  that an offer by a third  party to purchase  his
shares of Stock has been  received.  The right of first refusal  granted by this
Section  6.12 shall only exist if the Stock is not  publicly  traded  within the
meaning of Treasury Regulations ss. 54.4975-7(b)(1)(iv).

         Section 6.13. Put Options. The Holding Company shall issue a put option
to any  Participant,  Beneficiary,  surviving  spouse or  estate  of a  deceased
Participant,  or any other person (including  distributees of an estate) to whom
shares  of  Stock   distributed  under  this  Plan  may  pass  by  reason  of  a
Participant's death (herein collectively  referred to as the "Recipient").  This
put option shall permit the Recipient to sell such Stock to the Holding Company,
at any time during two (2) option  periods,  at the then fair market value.  The
first put option  period shall be a period of at least sixty (60)  calendar days
beginning on the actual date of distribution of such Stock to the Recipient. The
second put option  period shall be a period of at least sixty (60) calendar days
beginning after the determination of the fair market value of such Stock is made
by the Committee  (and notice of same is given in writing to the  Recipient) for
the next  succeeding  Plan Year.  Such  Recipient  shall be deemed to have a put
option as herein  provided  with respect to the shares of Stock and may exercise
this put option by delivering to the Holding Company a written notice of his

                                                       -24-

<PAGE>



election to sell such shares of Stock, or any portion thereof, together with the
certificates  representing  the  shares  of Stock to be sold duly  endorsed  for
transfer.  The Holding  Company  shall be  obligated  to purchase  the shares of
Stock, or the designated portion thereof, at their fair market value at the date
the put option is exercised;  provided,  however,  that the Holding  Company may
grant  the  Trustee  an  option  to  assume on behalf of this Plan and Trust the
Holding  Company's  rights and obligations with respect to the put option at the
date  the  put  option  is  actually  exercised  by  the  Recipient.  Except  as
hereinafter  provided,  the Holding  Company (or the Trustee,  if it assumes the
Holding Company's obligation) shall pay for the shares of Stock so sold to it by
check  within   thirty  (30)   calendar   days   following  the  date  of  sale.
Notwithstanding  anything contained herein to the contrary,  the Holding Company
(or, if  applicable,  the Trustee) may pay the purchase  price in  substantially
equal  periodic  payments  (not less  frequently  than  annually)  over a period
beginning not later than thirty (30) calendar days after the exercise of the put
option and not exceeding  five (5) years as long as reasonable  interest is paid
on the unpaid amounts and adequate security is provided to the Recipient. If the
Stock is readily tradeable on an established market on the date of distribution,
the put option granted by this Section 6.13 shall not exist; provided,  however,
that if the Stock ceases to be publicly  traded  within either of the sixty (60)
day calendar  periods as provided  herein,  the Holding Company shall notify the
Recipient in writing  within a  reasonable  time after the Stock ceases to be so
publicly  traded  that the Stock  shall be  subject  to the put  option  for the
remainder  of the  applicable  sixty (60) day  calendar  period.  If the date of
actual written notice to the Recipient by the Holding  Company is later than ten
(10)  calendar  days after the Stock  ceases to be so publicly  traded,  the put
option  shall  automatically  be  extended  to the extent that the date on which
written notice is actually given to the Recipient is more than ten (10) calendar
days later.

         Section 6.14.  Eligible  Rollover  Distributions.  Notwithstanding  any
provision of the Plan to the contrary that would otherwise limit a distributee's
election  under this Section,  a distributee  may elect,  at the time and in the
manner prescribed by the Committee,  to have any portion of an eligible rollover
distribution  paid  directly to an eligible  retirement  plan  specified  by the
distributee in a direct  rollover.  For purposes of this Section,  the following
terms shall have the meanings set forth below:

         (a) Eligible rollover  distribution:  An eligible rollover distribution
is any  distribution  of all or any  portion of the balance to the credit of the
distributee, except that an eligible rollover distribution does not include: (1)
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

                                                       -25-

<PAGE>



expectancies) of the distributee and the distributee's  designated  beneficiary,
or for a specified period of ten (10) years or more; (2) any distribution to the
extent such  distribution  is required under Section  401(a)(9) of the Code; and
(3) the portion of any distribution that is not includible in gross income.

         (b)  Eligible  retirement  plan:  An  eligible  retirement  plan  is an
individual  retirement  account  described  in  Section  408(a) of the Code,  an
individual  retirement  annuity  described  in  Section  408(b) of the Code,  an
annuity  plan  described  in Section  403(a) of the Code,  or a qualified  trust
described in Section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an eligible rollover distribution
to the surviving spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.

         (c) Distributee: A distributee includes 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 an  alternate
payee under a qualified  domestic  relations order, as defined in Section 414(p)
of the Code,  are  distributees  with  regard to the  interest  of the spouse or
former spouse.


                                   ARTICLE VII
                            ADMINISTRATIVE COMMITTEE

         Section 7.1. Establishment. The Committee shall consist of at least two
(2)  members to be  appointed  by the Board of  Directors  of the Bank,  and the
members  shall  hold  office at the  pleasure  of such Board of  Directors.  The
members  of the  Committee  shall be  individuals  and may,  but  need  not,  be
officers,  shareholders  or  Directors  of the  Holding  Company  or  the  Bank,
Participants or Beneficiaries.  The Bank may, at its sole discretion,  designate
to serve as the Committee its Board of Directors as  duly-constituted  from time
to time.

         Section 7.2.  Duties.  The  Committee  shall  discharge  its duties and
powers in conformance  with the care,  skill,  prudence and diligence  under the
circumstances  then  prevailing that a prudent man acting in a like capacity and
familiar  with such matters  would use in the conduct of an enterprise of a like
character  and  with  like  aims.   It  shall  have  complete   control  of  the
administration of this Plan and shall have all powers necessary or convenient to
enable it to exercise such  control.  In  connection  therewith,  it may provide
rules and  regulations,  not  inconsistent  with the  provisions  hereof or with
requirements  imposed under the Code or under the Act, for the administration of
this Plan and may from time to time amend or rescind such rules and regulations.
In addition,  it may employ or appoint a secretary and such advisors,  agents or
representatives as it may deem desirable and may consult

                                                       -26-

<PAGE>



with and employ  counsel  (who may,  but need not, be counsel to a Company or to
the Trustee) or actuaries  with regard to any  questions  arising in  connection
with this Plan. All reasonable  expenses incurred by the Committee in connection
with this Plan shall be paid as provided in Section 3.4.

         Section 7.3. Actions.  The Committee may decide any questions hereunder
and may take or authorize or direct the taking of any action  hereunder with the
approval  of a majority of the members of the  Committee.  The  approval of such
members,  expressed  from  time to time by a vote  at a  meeting  or in  writing
without a meeting,  shall  constitute  the action of the  Committee and shall be
valid and effective  for all purposes of this Plan.  The fact that any member of
the Committee shall be a Participant,  former  Participant or Beneficiary  shall
not  disqualify  or debar  him from  participating  in any  action  or  decision
affecting any class of Participants,  former Participants or Beneficiaries,  but
he shall not  participate  in any action or decision  affecting his own separate
interest as a Participant, former Participant or Beneficiary.

         Section  7.4.  Disqualification.  The  fact  that  any  member  of  the
Committee is a Director, shareholder or officer of a Company or a Participant or
Beneficiary shall not disqualify him from doing any act or thing which this Plan
authorizes  or  requires  him to do as a  member  of the  Committee  (except  as
otherwise  provided in Section 7.3) or render him  accountable for any allowance
or distribution  or other pecuniary or material profit or advantage  received by
him.

         Section 7.5.  Powers.  The  Committee  shall have the power to construe
this Plan and to determine all questions of fact or law arising under it. It may
correct any defect,  supply any omission or reconcile any  inconsistency in this
Plan in such manner and to such extent as it may deem expedient  and,  except as
otherwise  provided  by the Act,  it shall be the sole and  final  judge of such
expediency.   Except  as  otherwise  provided  in  Section  7.9,  all  acts  and
determinations  of the  Committee  made in good  faith  within  the scope of its
authority  shall be final and  conclusive  on all the parties  hereto and on all
Employees,  Participants and their  Beneficiaries,  surviving spouses or estates
hereunder and shall not be subject to appeal or review.

         Section 7.6.  Discrimination  Prohibited.  The Committee shall not take
any action or direct the Trustee to take any action  with  respect to any of the
benefits  provided  hereunder or otherwise in pursuance of the powers  conferred
herein upon the Committee  which would be  discriminatory  in favor of Employees
who are  officers,  Directors,  shareholders,  persons  whose  principal  duties
consist  of  supervising  the  work of other  Employees  or  Highly  Compensated
Employees or which would result in benefiting  one (1)  Participant  or group of
Participants  at  the  expense  of  another  or  in  discrimination  as  between
Participants similarly situated or in the

                                                       -27-

<PAGE>



application of different rules to substantially-similar sets of facts.

         Section 7.7. Statements and Forms. The Committee shall be authorized to
require of a Company and of any person  claiming any rights  hereunder a written
statement of any information or the execution of any forms or instruments it may
deem necessary or desirable for the administration of this Plan.

         Section 7.8.  Liability.  Except as  otherwise  provided by the Act, no
member of the Committee shall be directly or indirectly responsible or under any
liability by reason of any action or default by him as a member of the Committee
or the exercise of or failure to exercise any power or discretion as such member
except  for his own fraud or bad faith  shown in the  exercise  of or failure to
exercise  such  power or  discretion,  and no member of the  Committee  shall be
liable in any way for the acts or defaults of any other  member.  The  Committee
may consult  with  counsel (who may, but need not, be counsel to a Company or to
the Trustee) or accountants  selected by it and, except as otherwise provided by
the Act, the opinion of such counsel or the  recommendations of such accountants
shall be full and complete  authority and  protection  for any action or conduct
pursued by the  Committee in good faith and in  accordance  with such opinion or
recommendations.

         Section 7.9.  Determination  of Right to Benefits.  The Committee shall
make all  determinations  as to the right of any  person to a benefit  under the
provisions  of this Plan.  Any denial by the  Committee  of a claim for benefits
under this Plan by an Employee or, if  deceased,  by such  Employee's  spouse or
other Beneficiary,  shall be stated in writing by the Committee and delivered or
mailed to the Employee, spouse or other Beneficiary,  as the case may be, within
ninety (90) calendar days after receipt of such benefit claim by the  Committee.
Such  notice  shall set forth  the  specific  reasons  for the  denial  and such
additional  information as is required under Section 503 of the Act,  written to
the best of the Committee's  ability in a manner that may be understood  without
legal or actuarial counsel. In addition, the Committee shall afford a reasonable
opportunity to any Employee,  spouse or other  Beneficiary,  as the case may be,
whose claim for benefits has been denied,  for a review of the decision  denying
the claim in accordance with Section 503 of the Act.

         Section  7.10.  Investment  Directions.  The  Committee  may direct the
investment of the Fund, by written directions to the Trustee, but such direction
shall not be inconsistent with the provisions of this Plan, of the Act or of the
Code.

         Section  7.11.  Voting Power.  Except as otherwise  provided in Section
8.17, the Committee  shall be authorized to vote,  either in person or by proxy,
the Stock or other securities which are held by the Trustee as part of the Fund.

                                                       -28-

<PAGE>




                                  ARTICLE VIII
                                   THE TRUSTEE

         Section 8.1. Assets Held in Trust.  The Trustee shall hold the Fund and
shall  accept  and  hold  all  contributions  thereto  and all  investments  and
reinvestments thereof in trust for the persons ultimately entitled thereto under
the terms of this Plan.

         Section 8.2. Investments.  This Plan is designed to invest primarily in
shares of Stock.  Except as otherwise  provided in this Plan,  the Trustee shall
invest the cash  contributed or accruing to the Fund in Stock and shall not make
any other  investment for the Fund.  There shall be no limit on the  permissible
investment  in shares of Stock.  The Trustee may  purchase  such shares of Stock
from the Holding Company or from any other source,  and such shares of Stock may
be  outstanding,  newly-issued or treasury  shares.  All such purchases shall be
made at fair market value (as determined  consistent with Section 5.1(a)). If no
shares  of Stock are  available  for  purchase,  the  Trustee  may  retain  cash
uninvested or may invest all or any part thereof in any other investment if such
retention or investment is prudent  under all the facts and  circumstances  then
prevailing.  The  Trustee  shall  have  the  power  at any  time to  enter  into
legally-binding  agreements  to  purchase  shares  of Stock  from any  person or
entity,  whether or not such person or entity  shall own such shares of Stock at
the date such purchase  agreement is entered into,  including but not limited to
Participants in and Beneficiaries of this Plan, except as otherwise  provided in
the Act and in Treasury  Regulations ss.  54.4975-11(a)(7).  Except as otherwise
required by Section  6.12,  the  purchase  price set forth in any such  purchase
agreement  shall be  determined by the fair market value of such shares of Stock
at the date of purchase (as determined consistent with Section 5.1(a)).

         Section 8.3. Directions of Committee. The powers granted to the Trustee
under this Plan shall be exercised by the Trustee in its sole discretion. Except
as provided in Section 8.20, the Committee may at any time and from time to time
by written  direction to the Trustee require the Trustee to invest in, to retain
or to dispose of any security or other form of investment as may be specified in
such  direction,  limited,  however,  to investments  permitted under this Plan,
under the Act and under the Code. Neither the Trustee nor any other person shall
be under any duty to question any such written  direction of the Committee,  and
the  Trustee  shall as  promptly  as  possible  comply  with  any  such  written
direction. Any such direction may be of a continuing nature or otherwise and may
be revoked in writing by the  Committee  at any time.  The Trustee  shall not be
liable in any manner or for any reason for the making,  retention or disposition
of any investment pursuant to the lawful written direction of the Committee.


                                                       -29-

<PAGE>



         Section 8.4. Receipt of Additional Shares.  Any securities  received by
the  Trustee  as a  stock  split  or a  stock  dividend  or  as  a  result  of a
reorganization or other recapitalization shall be allocated as of each Valuation
Date in the  same  manner  as the  Stock to  which  it is  attributable  is then
allocated.  If any rights,  warrants  or options are issued on common  shares or
other  securities  held in the Fund,  the Trustee  shall  exercise  them for the
acquisition of additional  common shares or other  securities to the extent that
cash is then available.  Any common shares or other securities  acquired in this
fashion  shall be treated  as common  shares or other  securities  bought by the
Trustee for the net price paid. Any rights, warrants or options on common shares
or other  securities  which cannot be exercised  for lack of cash may be sold by
the  Trustee  with the  proceeds  thereof  treated  as a current  cash  dividend
received on such common shares or other securities.

         Section 8.5.  Delivery of Materials to  Committee.  Except as otherwise
provided in Section 8.17 and Section 8.20, the Trustee shall deliver or cause to
be delivered to the Committee copies of all notices,  prospectuses and financial
statements relating to investments held in the Fund.

         Section 8.6.  Powers.  The Trustee shall have power with
regard to all property in the Fund at any time and from time to
time:

         (a)      to sell, convey, transfer,  mortgage,  pledge, lease, exchange
                  or  otherwise  dispose of the same,  without the  necessity of
                  approval  of any  court  therefor  or  notice  to any  person,
                  natural or legal,  thereof and without  obligation on the part
                  of  any  person  dealing  with  the  Trustee  to  see  to  the
                  application of any money or property delivered to it;

         (b)      except as otherwise provided in Section 7.11, Section 8.17 and
                  Section  8.20,  to  exercise  any and all  rights  or  options
                  pertaining to any share of Stock held as part of the assets of
                  the Fund and to enter into agreements and consent to or oppose
                  the  reorganization,  consolidation,  merger,  readjustment of
                  financial  structure or sale of assets of any  corporation  or
                  organization, the securities of which are held in the Fund;

         (c)      except as  otherwise  provided in Section  4.5, to collect the
                  principal and income of such property as the same shall become
                  due and payable and to give binding receipt therefor;

         (d)      to take such action, whether by legal proceedings, compromise,
                  abandonment  or  otherwise,   as  the  Trustee,  in  its  sole
                  discretion, shall deem to be in the best interest of the Fund,
                  but the Trustee shall be under no

                                                       -30-

<PAGE>



                  obligation  to take any legal action unless it shall have been
                  first  indemnified  by  the  Companies  with  respect  to  any
                  expenses or losses to which it may be subjected through taking
                  such action;

         (e)      to register any  securities  and to hold any other property in
                  the Fund in its own name or in the name of a  nominee  with or
                  without the addition of words  indicating that such securities
                  or other property are held in a fiduciary capacity;

         (f)      pending the selection or the purchase of suitable  investments
                  or the payment of expenses or the making of any other  payment
                  required  or  permitted  under this  Plan,  to retain in or to
                  convert to cash,  without  liability for interest or any other
                  return  thereon,  such  portion  of the Fund as it shall  deem
                  reasonable under the circumstances,  including, but not by way
                  of limitation,  the power to retain  sufficient cash to permit
                  the acquisition of large blocks of shares of Stock as the same
                  may from time to time become available for purchase;

         (g)      to  borrow   from  banks  or  similar   lending   institutions
                  reasonable  sums of money for the  purchase of shares of Stock
                  for the  Company  Contributions  Accounts of  Participants  in
                  accordance  with the  provisions  of  Section  8.7;  provided,
                  however,  that the  Trustee may not borrow from itself or from
                  an  affiliated  institution  even if the  Trustee is a bank or
                  similar lending  institution except to the extent specifically
                  permitted by the Act and by the Code; and

         (h)      to do all other acts in its  judgment  necessary  or desirable
                  for the  proper  administration  of the Trust and  permissible
                  under the Act and under the Code although the power to do such
                  acts is not specifically set forth herein.

         Section 8.7. Loans to the Trust. The following  conditions shall be met
with respect to any Exempt Loan to the Trust:

                  Clause (a). Interest.  The rate of interest on any Exempt Loan
shall not be in excess of a reasonable  rate of interest.  At the date an Exempt
Loan is made,  the interest rate for the Exempt Loan and the price of any shares
of Stock to be purchased  with the Exempt Loan  proceeds  shall not be such that
the Plan assets might be drained off.

                  Clause (b).  Use of Proceeds.  The proceeds of an Exempt
Loan shall be used within a reasonable time after receipt by the
Trustee for any or all of the following purposes:


                                                       -31-

<PAGE>



                           (i)      to acquire Stock;

                      (ii)          to repay that Exempt Loan; or

                     (iii)          to repay a prior Exempt Loan.

Except as otherwise provided in Section 6.12 and Section 6.13, no Stock acquired
with Exempt Loan  proceeds  shall be subject to a put, call or other option or a
buy-sell or similar  arrangement  while held by the Trustee and when distributed
from this Plan.

                  Clause  (c).  Terms of Exempt  Loan.  The terms of each Exempt
Loan shall be, at the time that Exempt Loan is made,  as  favorable to this Plan
as the terms of a  comparable  loan  resulting  from  arm's-length  negotiations
between independent  parties.  Each Exempt Loan shall be for a specific term and
shall not be payable at the demand of any person, except in the case of default.

                  Clause (d).  Collateral.  Any collateral pledged to the lender
by the Trustee shall consist only of Stock  purchased with the borrowed funds or
Stock  that was used as  collateral  for a prior  Exempt  Loan  repaid  with the
proceeds of the current Exempt Loan; provided, however, that in addition to such
collateral, the Companies may guarantee the repayment of an Exempt Loan.

                  Clause (e).  Limited Recourse.  Under the terms of each
Exempt Loan, the lender shall not have any recourse against the
Fund or the Trust except with respect to the collateral.

                  Clause (f).  Repayment.  No person entitled to payment
under any Exempt Loan shall have any right to assets of the Fund or
the Trust other than:

                  (i)      collateral given for that Exempt Loan;

                  (ii)     contributions  (other  than  contributions  of Stock)
                           that are made by the  Companies  under  this  Plan to
                           meet this Plan's obligations under that Exempt Loan;

                  (iii)    earnings  attributable  to  such  collateral  and the
                           investment of such contributions; and

                  (iv)     to the extent  directed by the Holding  Company under
                           Section 4.5,  cash  dividends on allocated  shares of
                           Stock.

Payments made with respect to an Exempt Loan by the Trustee during any Plan Year
shall not exceed an amount equal to the sum of such  contributions  and earnings
received  during or prior to that Plan Year  less such  payments  in prior  Plan
Years. Such contributions

                                                       -32-

<PAGE>



and earnings  shall be accounted for  separately in the books of account of this
Plan and Trust until that Exempt Loan is repaid.

                  Clause (g). Agreement by Companies.  The Companies shall agree
in writing  with the Trustee to  contribute  to the Fund amounts  sufficient  to
enable the Trustee to pay each  installment  of  principal  and interest on each
Exempt  Loan on or  before  the date  such  installment  is due,  even if no tax
benefit to the Companies results from such contribution.

                  Clause  (h).  Release  of  Collateral.  All assets of the Fund
acquired  by this Plan and Trust with Exempt Loan  proceeds  and all  collateral
pledged  to  secure an  Exempt  Loan  shall be held in a  suspense  account  and
considered encumbered by the Exempt Loan. For each Plan Year during the duration
of an Exempt  Loan,  the number of assets to be released  from  encumbrance  and
withdrawn  from the  suspense  account  shall be based  upon the ratio  that the
payment of  principal  and interest on that Exempt Loan for that Plan Year bears
to the total  projected  payments of principal and interest over the duration of
the Exempt Loan period.  Assets released from encumbrance and withdrawn from the
suspense  account  shall  be  allocated  to the  various  Company  Contributions
Accounts in the Plan Year during  which such portion is paid off and in the same
manner as if the assets had been obtained by the Trustee when no Exempt Loan was
involved.  Income  with  respect to shares of Stock  acquired  with  Exempt Loan
proceeds  and  held in the  suspense  account  shall  be  allocated  to  Company
Contributions Accounts along with other income earned by the Fund, except to the
extent that such income is to be used to repay an Exempt Loan.

                  Clause  (i).  Default.  In the  event of any  default  upon an
Exempt  Loan,  the value of Trust assets  transferred  in  satisfaction  of that
Exempt  Loan  shall not exceed  the  amount of the  default.  If the lender is a
disqualified  person within the meaning of Section  4975(e)(2) of the Code,  the
Exempt Loan shall  provide for a transfer of Trust assets upon default only upon
and to the extent of the failure of the Trustee to meet the payment  schedule of
that Exempt Loan;  provided,  however,  that the making of a guarantee shall not
make a person a lender within the meaning of this Clause (i).

                  Clause (j).  Termination of Plan. Upon a complete  termination
of the Plan  but  only to the  extent  permitted  by the  Code and the Act,  any
unallocated  Stock shall be sold to the Corporation at a price no less than fair
market value or on the open market. To the extent permitted by Code and the Act,
the proceeds of such sale shall be used to satisfy any  outstanding  Exempt Loan
and the  balance of any funds  remaining  shall be  allocated  as income to each
Participant's  Company  Contributions  Account based on the proportion  that the
Participant's  Company  Contributions  Account  balance  as of  the  immediately
preceding Valuation Date bears to the aggregate Company Contributions Account

                                                       -33-

<PAGE>



balances of all Participants as of the immediately preceding Valuation Date.

         Section 8.8.  Annual  Accounting.  At least  annually the Trustee shall
render to the  Committee  a written  account of its  administration  of the Fund
during the period since the  establishment  of this Plan or the last  accounting
thereafter. Pursuant to this requirement, Stock acquired by the Trustee shall be
accounted  for as  provided in Treasury  Regulations  ss.  1.402(a)-1(b)(2)(ii).
Unless  written  notice  of  disapproval  is  furnished  to the  Trustee  by the
Committee  within ninety (90) calendar days after receipt of such account,  such
account shall be deemed to have been approved.

         Section  8.9.  Audit.  In the case of any  disapproval  as  provided in
Section 8.8 and unless a satisfactory  corrected written account is furnished to
the  Committee,  an audit of the Trustee's  account shall be made by a certified
public accountant  selected jointly by the Holding Company and the Trustee,  but
at the  expense  of the  Companies.  Upon  completion  of any  such  audit,  the
inaccuracies in the Trustee's account,  if any, shall be corrected to conform to
such audit and a corrected  written  account shall be delivered to the Committee
by the Trustee.  Except as otherwise provided by the Act, an approved account or
an account  corrected  pursuant to such an audit shall be final and binding upon
the Companies  and upon all other persons who shall then or thereafter  have any
interest under this Plan.

         Section 8.10.  Uncertainty Concerning Payment of Benefits. In the event
of any dispute or  uncertainty  as to the person to whom payment of any funds or
other  property  shall be made under this Plan,  the  Trustee  may,  in its sole
discretion,  withhold such payment or delivery until such dispute or uncertainty
shall have been  determined or resolved by a court of competent  jurisdiction or
otherwise settled by the parties concerned.

         Section  8.11.  Compensation.  The Trustee shall be entitled to receive
fair and reasonable compensation for its services hereunder, taking into account
the amount and nature of its services  and the  responsibilities  involved,  and
shall  also  be  entitled  to be  reimbursed  for all  reasonable  out-of-pocket
expenses,  including,  but  not by  way  of  limitation,  legal,  actuarial  and
accounting  expenses  and all costs and  expenses  incurred  in  prosecuting  or
defending  any  action  concerning  this  Plan or the  Trust  or the  rights  or
responsibilities  of any person  hereunder,  brought by or against the  Trustee.
Such  reasonable  compensation  and expenses  shall be paid by the  Companies as
provided in Section 3.4.

         Section 8.12. Standard of Care. The Trustee shall use its best judgment
in exercising  any duties or powers or in taking any action  hereunder and shall
be bound at all times to act in good

                                                       -34-

<PAGE>



faith and in accordance  with all  requirements  imposed under the Act and under
the Code.  Except as otherwise  provided by the Act, the Trustee shall not incur
any liability by reason of any error of judgment,  mistake of law or fact or any
act or omission  hereunder of itself or of any agent,  proxy or attorney so long
as it has acted in good  faith.  The  Trustee  may act on any paper or  document
believed by it to be genuine and to have been signed and presented by the proper
person.  The Trustee may consult with counsel (who may, but need not, be counsel
to a Company),  accountants or actuaries selected by it and, except as otherwise
provided  by the  Act,  the  written  opinion  of such  counsel  or the  written
recommendations  of such  accountants  or  actuaries  shall be full and complete
authority  and  protection  for any action or conduct  pursued by the Trustee in
good faith and in  accordance  with such  written  opinion  or  recommendations.
Except as otherwise provided by the Act, the Trustee shall not be liable for any
action taken by it pursuant to the written direction of the Committee.

         Section  8.13.  Request  for  Instructions.   In  addition  to  written
instructions  relating to valuation and except as otherwise  provided in Section
8.20, at any time the Trustee may, by written request, seek written instructions
from the  Committee on any matter and may await such written  instructions  from
the Committee  without  incurring any liability  whatsoever.  If at any time the
Committee should fail to give written directions to the Trustee, the Trustee may
act, and shall be protected in acting, without such written directions,  in such
manner as in its sole  discretion  seems  appropriate  and  advisable  under the
circumstances for carrying out the purposes of the Trust.

         Section  8.14.  Resignation  of Trustee.  The Trustee may resign at any
time by giving sixty (60) calendar  days' prior written  notice to the Bank, and
the  Trustee may be removed,  with or without  cause,  by the Bank on sixty (60)
calendar  days' prior written  notice to the Trustee.  Such prior written notice
may be waived by the party entitled to receive it. Upon any such  resignation or
removal becoming effective,  the Trustee shall render to the Committee a written
account of its  administration of the Fund for the period since the last written
accounting and shall do all necessary acts to transfer the assets of the Fund to
the successor Trustee or Trustees.

         Section 8.15. Vacancies in Trusteeship.  In the event of any vacancy in
the trusteeship of the Trust hereby created,  the Bank may designate and appoint
a  qualified  successor  Trustee  or  Trustees.  Any such  successor  Trustee or
Trustees shall have all the powers herein conferred upon the original Trustee.

         Section 8.16. Information to Be Furnished.  The Companies shall furnish
to the Trustee, and the Trustee shall furnish to the Companies, such information
relevant to this Plan and Trust as may be required  under the Code and under the
Act. The Trustee shall

                                                       -35-

<PAGE>



keep such records,  make such  identification and file with the Internal Revenue
Service and with the U.S. Department of Labor such returns and other information
concerning this Plan and Trust as may be required of it under the Code and under
the Act. The Companies  shall fulfill any reporting and  disclosure  obligations
imposed  on it by the Act,  and each  Participant  shall  be given  any  reports
required by the Act. To the extent  that the  Trustee  assumes any such  Company
obligations,  it may charge a  reasonable  fee for its  services  apart from its
normal fee and its expenses as provided in Section 8.11.

         Section 8.17.  Voting Rights of Participants.  Each Participant (or, if
applicable,  his  Beneficiary)  shall have the right to direct the Trustee as to
the manner in which voting  rights of shares of Stock which are allocated to his
Company  Contributions Account are to be exercised with respect to any corporate
matter which  involves the voting of such shares with respect to the approval or
disapproval  of  any  corporate  merger  or   consolidation,   recapitalization,
reclassification,  liquidation, dissolution, sale of substantially all assets of
a trade or business, or such similar transactions which may be prescribed by the
Secretary of Treasury in regulations.  Each Participant (or, if applicable,  his
Beneficiary) shall also have the right to direct the Trustee as to the manner in
which  voting  rights of shares of Stock  which  are  allocated  to his  Company
Contributions  Account are to be exercised at any time the Holding Company has a
class of securities  that are required to be registered  under Section 12 of the
Securities  Exchange  Act of 1934 or that would be required to be so  registered
except for the exemption from  registration  provided by Section  12(g)(2)(H) of
the Securities  Exchange Act of 1934. In all other cases, the Committee shall be
authorized to vote the Stock held by the Trustee as part of the Fund as provided
in Section 7.11. Not less than thirty (30) calendar days prior to each annual or
special  meeting of shareholders of the Holding Company at which one (1) or more
Participants  are entitled to vote shares of Stock  allocated  to their  Company
Contributions  Accounts  under this Section 8.17,  the Trustee shall cause to be
prepared and delivered to each such Participant who has a Company  Contributions
Account as of the record date  established by the Holding  Company a copy of the
notice of the meeting and form of proxy directing the Trustee as to how it shall
vote at such meeting or at any  adjournment  thereof with respect to each issue.
Upon receipt of such proxies,  the Trustee shall vote or may grant the Committee
a proxy to vote the shares of Stock in accordance  with the proxies  received by
the Participants.  The shares of Stock for which no direction is received by the
Participant  (or, if applicable,  his Beneficiary) or held by the Trustee in any
unallocated account shall be tendered in proportion to the tendering  directions
received by the  Trustee  with  respect to the  allocated  shares of Stock.  The
Trustee shall take steps to keep a Participant's voting directions  confidential
and shall not provide them to the Companies.


                                                       -36-

<PAGE>



         Section 8.18. Delegation of Authority.  The Trustee may delegate any of
its ministerial  powers or duties under this Plan,  including the signing of any
checks drawn on the Fund, to any of its agents or employees.

         Section  8.19.   Diversification  of  Company  Contributions   Account.
Notwithstanding  anything contained in Article VI to the contrary, a Participant
who has attained  age  fifty-five  (55) and who has  completed at least ten (10)
years of  participation  in this Plan shall be  permitted to elect that during a
six (6) year period  beginning  with the Plan Year during  which he had obtained
age  fifty-five  (55) or, if later,  during which he completed  his tenth (10th)
year of participation in this Plan a portion of his vested Company  Contribution
Account be  distributed.  In the first (1st) Plan Year for which the Participant
has  an  election  under  this  Section  8.19,  the   Participant  may  elect  a
distribution  of  up  to  twenty-five   percent  (25%)  of  his  vested  Company
Contribution Account as of the end of such Plan Year. In the second (2nd), third
(3rd),  fourth (4th) and fifth (5th) Plan Year for which the  Participant has an
election  under this Section  8.19,  the  Participant  may elect a  distribution
which,  when  aggregated  to any  earlier  distributions  made by reason of this
Section 8.19,  does not exceed  twenty-five  percent (25%) of the vested balance
held in his  Company  Contribution  Account  as of the end of the Plan  Year for
which the election is made. In the final Plan Year for which a  Participant  has
an election under this Section 8.19, the Participant may elect a distribution of
an amount which,  when aggregated with any other  distribution made by reason of
this Section 8.19,  does not exceed fifty  percent  (50%) of his vested  Company
Contribution  Account balance as of the end of such Plan Year. The Trustee shall
provide  Participants  eligible  for an election  under this  Section  8.19 with
information relating to the election before the end of the first (1st) Plan Year
for which the election relates. A Participant electing a distribution under this
Section 8.19 shall have until the  ninetieth  (90th)  calendar  day  immediately
following  the end of the Plan Year for which the  election  is made to make his
election.  Any distribution made by reason of this Section 8.19 shall be in cash
and shall be made within one hundred and eighty  (180)  calendar  days after the
end of the Plan Year for which the election is made.

         Section 8.20.  Tender Offer.  Each Participant (or, if applicable,  his
Beneficiary) shall have the right to direct the Trustee as to whether the shares
of Stock  which are  allocated  to his Company  Contributions  Account are to be
tendered pursuant to any tender offer made for the Stock of the Holding Company.
The  Trustee  shall as soon as  practical  (and in no event  later than five (5)
calendar days) after its receipt of the tender offer documents shall cause to be
prepared and delivered to each Participant (and, if applicable, his Beneficiary)
who has a Company  Contributions  Account as of the date of the  tender  offer a
copy of all relevant  information as to the tender offer and a written  election
form

                                                       -37-

<PAGE>



which will direct the Trustee as to whether it should tender the shares of Stock
held in such Participant's  Company  Contributions  Account. The shares of Stock
for which no direction is received by the  Participant  (or, if applicable,  his
Beneficiary) or held by the Trustee in any unallocated account shall be tendered
in proportion to the tendering  directions  received by the Trustee with respect
to the  allocated  shares of  Stock.  The  Trustee  shall  take  steps to keep a
Participant's decision whether or not to tender shares of Stock confidential and
shall not provide the information to the Companies.


                                   ARTICLE IX
                        AMENDMENT, TERMINATION AND MERGER

         Section 9.1.  Amendment.  Except for such  amendments  as are permitted
under this  Section 9.1 and as  otherwise  provided in Section  1.18 and Section
9.3, the Trust is  irrevocable.  The Bank reserves the right to amend this Plan,
at any time  and from  time to  time,  in  whole or in part,  including  without
limitation,  retroactive  amendments necessary or advisable to qualify this Plan
and the Trust under the provisions of Sections  401(a) and 501(a) of the Code or
the corresponding provisions of any similar statute hereafter enacted.  However,
the Bank's  right to amend this Plan  shall  remain at all times  subject to the
provisions of Section 9.4.
Further, no amendment of this Plan shall:

         (a)      alter, change or modify the duties,  powers, or liabilities of
                  the Trustee hereunder without their written consent;

         (b)      permit  any  part of the  Fund to be used to pay  premiums  or
                  contributions  of  the  Companies  under  any  other  employee
                  benefit plan  maintained  by the  Companies for the benefit of
                  its Employees;

         (c)      effect any discrimination among the Participants;

         (d)      change the vesting  schedule in Section 6.3 or, if applicable,
                  in Section  11.4 unless  each  Participant  who has  completed
                  three (3) or more Years of Service as of the effective date of
                  the  amendment  is  permitted  to  elect,  within  sixty  (60)
                  calendar  days after he is  notified by the  Committee  of his
                  rights under this  Subsection (d), to have his vested interest
                  determined without regard to such amendment;

         (e)      decrease  the accrued  benefit of any  Participant  unless the
                  amendment is approved by the  Department  of Labor  because of
                  substantial business hardship; or


                                                       -38-

<PAGE>



         (f)      decrease a Participant's Company Contributions Account balance
                  or eliminate an optional form of distribution  for the accrued
                  benefits  of a  Participant  determined  as of the date of the
                  amendment.

         Section 9.2.  Termination or Complete  Discontinuance of Contributions.
The  Companies  are not and  shall  not be under  any  obligation  or  liability
whatsoever to continue their contributions  pursuant to this Plan or to maintain
this Plan for any given length of time, except as otherwise  provided in Section
8.7. A Company may, in its sole discretion, discontinue Company contributions to
this Plan  completely,  except as  otherwise  provided in Section  8.7,  with or
without notice,  or partially or totally  terminate this Plan in accordance with
its   provisions  at  any  time  without  any  liability   whatsoever  for  such
discontinuance  or  termination.  If this Plan  shall be  partially  or  totally
terminated or if  contributions  of a Company shall be completely  discontinued,
the  rights  of all  Participants  directly  affected  by the  partial  or total
termination or the complete  discontinuance  of  contributions  in their Company
Contributions  Accounts shall thereupon become fully vested and  non-forfeitable
notwithstanding  any other  provisions  of this Plan.  However,  the Trust shall
continue  until  all  Participants'  Company  Contributions  Accounts  have been
completely distributed to, or for the benefit of, the Participants in accordance
with this Plan.

         Section 9.3. Determination by Internal Revenue Service. Notwithstanding
any other provisions of this Plan, if the Internal Revenue Service shall fail or
refuse to issue a favorable written  determination or ruling with respect to the
initial  qualification of this Plan and the initial  exemption of the Trust from
tax under Sections  401(a) and 501(a) of the Code,  the Trustee shall,  within a
reasonable time after receiving a written direction from the Committee to do so,
return  to  the  Companies  the  current  value  of  all  Company  contributions
theretofore made. As a condition to such repayment, the Companies shall execute,
acknowledge  and  deliver  to the  Trustee  its  written  undertaking,  in  form
satisfactory to the Trustee, to indemnify,  defend and hold the Trustee harmless
from all claims,  actions,  demands,  or liabilities  arising in connection with
such  repayment.  If for any reason the Key  District  Director of the  Internal
Revenue Service should at any time after initial  qualification  fail to approve
any of the terms,  conditions  or  amendments  contained in or implied from this
Plan and Trust for  continuing  qualification  and tax exemption  under Sections
401(a)  and  501(a)  of the  Code,  then the  Holding  Company  shall  make such
modifications,  alterations  and  amendments  of this Plan as are  necessary  to
retain such approval and such modifications, alterations and amendments shall be
effective  retroactively  to the  Effective  Date  or to such  later  date as is
required to retain such approval.

         Section 9.4. Nonreversion.  Except as otherwise provided in Section 3.1
and Section 9.3:

                                                       -39-

<PAGE>



         (a)      The Bank  shall  have no power to amend or to  terminate  this
                  Plan in such a manner  which would cause or permit any part of
                  the  Fund  to be  diverted  to  purposes  other  than  for the
                  exclusive  benefit of Participants  or, if deceased,  of their
                  spouse or other  Beneficiaries or as would cause or permit any
                  portion of the Fund to revert to or to become the  property of
                  the Companies, and

         (b)      The Bank  shall  have no right to modify or to amend this Plan
                  retroactively in such a manner as to deprive any Participants,
                  or if deceased,  their spouses or other  Beneficiaries  of any
                  benefits to which they are entitled  under this Plan by reason
                  of   contributions   made  by  the  Companies   prior  to  the
                  modification  or  amendment,   unless  such   modification  or
                  amendment is necessary to meet the qualification  requirements
                  of Sections 401(a) and 501(a) of the Code.

         Section 9.5.  Merger.  The Bank shall have the right,  by action of its
Board of Directors,  to merge or to  consolidate  this Plan with, or to transfer
the assets or liabilities of the Fund to, any other  qualified  retirement  plan
and trust at any time,  except that no such  merger,  consolidation  or transfer
shall be authorized unless each Participant in this Plan would receive a benefit
immediately  after  the  merger,  consolidation  or  transfer  (if  the  merged,
consolidated or transferred plan and trust then terminated)  equal to or greater
than the  benefit to which he would have been  entitled  immediately  before the
merger, consolidation or transfer (if this Plan then terminated).


                                    ARTICLE X
                                  MISCELLANEOUS

         Section 10.1.  Creation of Plan  Voluntary.  The Plan hereby created is
purely voluntary on the part of the Companies and, except as otherwise  provided
in Section 8.7, any Company may suspend or discontinue payments hereunder at any
time or from time to time as it may decide in accordance with Section 10.17, but
no suspension or discontinuance shall operate  retroactively with respect to the
rights of any Participant hereunder or his spouse or other Beneficiary.

         Section 10.2. No Employment Contract.  Except as may be required by the
Act, no  contributions  or other payments  under this Plan shall  constitute any
contract  on the part of the  Company to continue  such  contributions  or other
payments hereunder.  Participation  hereunder shall not give any Participant the
right to be retained in the  service of the  Companies  or any right or claim to
any benefits  hereunder unless the right to such benefits has accrued under this
Plan.  All  Participants  shall  remain  subject  to  assignment,  reassignment,
promotion, transfer, layoff, reduction,

                                                       -40-

<PAGE>



suspension and discharge by the Companies to the same extent as if this Plan had
never been established.

         Section 10.3.  Limitation on Rights Created.  Nothing contained in this
Plan or any  modification  of the same or act done in pursuance  hereof shall be
construed as giving any person  whomsoever any legal or equitable  right against
the  Companies,  the  Committee,  the Trustee or the Fund,  unless  specifically
provided herein or granted by the Act.

         Section  10.4.  Waiver of Claims.  Except as otherwise  provided by the
Act, no liability  whatsoever shall attach to or be incurred by any shareholder,
officer  or  Director,  as such,  of the  Companies  under or by  reason  of any
provision of this Plan or any act with  reference to this Plan,  and any and all
rights and claims thereof,  as such,  whether arising at common law or in equity
or created by statute,  constitution or otherwise,  are hereby  expressly waived
and released to the fullest extent permitted by law by every  Participant and by
his  spouse  or  other  Beneficiary  as a  condition  of  and  as  part  of  the
consideration  for the  payments  by the  Companies  under this Plan and for the
receipt of benefits hereunder.

         Section 10.5. Spendthrift Provision. To the fullest extent permitted by
law, none of the benefits, payments, accounts, funds or proceeds of any contract
held hereunder shall be subject,  voluntarily or involuntarily,  to any claim of
any creditor of any Participant or of his spouse or other Beneficiary, nor shall
the same be subject  to  attachment,  garnishment  or other  legal or  equitable
process by any creditor of a Participant or of his spouse or other  Beneficiary,
nor shall any Participant or his spouse or other  Beneficiary  have any right to
alienate,  anticipate,  commute,  pledge,  encumber or assign any such benefits,
payments,  accounts,  funds or  proceeds  of any such  contract.  The  preceding
sentence shall also apply to the creation,  assignment or recognition of a right
to any benefit  payable  with  respect to a  Participant  pursuant to a domestic
relations  order,  unless such order is  determined  to be a qualified  domestic
relations order as defined in Section 414(p) of the Code. It is the intention of
the Companies that benefit  payments  hereunder shall be made only at the times,
in the amounts and to the  distributees  as specified in this Plan regardless of
any marital  dissolution,  bankruptcy or other legal  proceedings  to which such
distributees may be a party to the fullest extent permitted by law.

         Section  10.6.  Payment of  Benefits  to Others.  If any person to whom
benefit  payments are due or payable under this Plan shall be unable to care for
his affairs because of illness or accident, any such payment may be made (unless
prior claim thereto shall have been made by a  duly-qualified  guardian or other
legal  representative) to the spouse,  parent,  brother,  sister or other person
deemed by the Committee, in its sole discretion, to have

                                                       -41-

<PAGE>



incurred expense for such person and on such terms as the Committee, in its sole
discretion,  may impose. Any such payment and any payment to a Participant or to
his legal  representative  or, if deceased,  to his spouse or other  Beneficiary
made pursuant to the  provisions of this Plan shall to the extent  thereof be in
full  satisfaction of all claims arising  hereunder against this Plan, the Fund,
the Committee, the Trustee and the Companies.

         Section 10.7.  Payments to Missing Persons. If the Trustee is unable to
effect  delivery of any amounts  payable under this Plan to the person  entitled
thereto or, upon such person's death, to such person's personal  representative,
they shall so advise the  Committee  in writing,  and the  Committee  shall give
written  notice by  certified  mail to said person at the last known  address of
such person as shown in the Companies'  records.  If such person or the personal
representative  thereof shall not have  responded to the Committee  within three
(3) years from the date of mailing such certified  notice,  the Committee  shall
direct the Trustee to distribute  such amount,  including any amount  thereafter
becoming  due to such  person or the  personal  representative  thereof,  in the
manner  provided in Section 6.7 with respect to the death of a Participant  when
there is no valid designation of Beneficiary on file.

         Section  10.8.  Severability.  If any  provisions of this Plan shall be
held illegal or invalid for any reason,  such illegality or invalidity shall not
affect the remaining part of this Plan and it shall be construed and enforced as
if such illegal or invalid provisions had never been inserted herein.

         Section 10.9. Captions. Titles of Articles, Sections and Clauses herein
are for general information only and shall be ignored in any construction of the
provisions hereof.

         Section  10.10.  Construction.  Words in the masculine  gender shall be
construed to include the  feminine  gender in all cases where  appropriate,  and
words in the  singular or plural  shall be  construed  as being in the plural or
singular where appropriate.

         Section 10.11. Counterparts. This Plan may be executed in any number of
counterparts,  each  of  which  shall  be  deemed  to be an  original.  All  the
counterparts  shall  constitute  but one (1) and the same  instrument and may be
sufficiently evidenced by any one (1) counterpart.

         Section 10.12. Indemnification.  The Companies shall indemnify and hold
harmless each member of the Committee and any individual  Trustee who is also an
Employee  of the  Company  from any and all claims,  loss,  damage,  expense and
liability  arising  from any act or omission  of such member or Trustee,  as the
case may be, except when the same is judicially determined to be due to the

                                                       -42-

<PAGE>



fraud or bad faith of such member or Trustee, as the case may be,
if possible.

         Section 10.13.  Standards of Interpretation  and  Administration.  This
Plan and the Fund held hereunder shall be for the exclusive benefit of Employees
of the  Companies  and  their  spouses  or  other  Beneficiaries  and  defraying
reasonable  costs  of  administration.   This  Plan  shall  be  interpreted  and
administered in a manner  consistent with the  requirements of the Code relating
to qualified  stock bonus plans and trusts and the  requirements  imposed by the
Act.  Wherever  in this  Plan  discretionary  powers  are  given to any party or
wherever any interpretation may be necessary, such powers shall be exercised and
such  interpretation  shall  be  made  in a  non-discriminatory  manner  and  in
conformity with the fiduciary duties imposed under Section 404 of the Act.

         Section 10.14.  Governing Law. Except as otherwise provided by the Act,
this Plan shall be administered and construed and its validity  determined under
the laws of the State of Indiana.

         Section 10.15.  Successors and Assigns. This Plan shall be binding upon
the successors and assigns of the Companies and of the Trustee.

         Section 10.16. Adoption of Plan. Any corporation, who together with the
Holding  Company,  constitutes  a member of a controlled  group of  corporations
under Section 414(b) of the Code, with the approval of the Board of Directors of
the  Holding  Company may adopt this Plan and  participate  as a Company in this
Plan by the  execution  of an  instrument  of  adoption of this Plan which shall
specify the Effective Date as to such party. A listing of the  subsidiaries  and
affiliates who have adopted this Plan is shown as Appendix A.

         Section 10.17.  Withdrawal  from Plan. Any Company in this Plan may, by
resolution  of its Board of Directors or other  governing  body,  withdraw  from
participation as a Company in this Plan.

                                   ARTICLE XI
                              TEFRA TOP-HEAVY RULES

         Section 11.1. Application. The rules set forth in this Article XI shall
be applicable  with respect to any Plan Year beginning on or after the Effective
Date in which this Plan is determined to be a Top-Heavy  Plan. The provisions of
this  Article XI shall be applied  only to the extent  necessary  to comply with
Section 416 of the Code and in a manner consistent with all requirements imposed
under Section 416 of the Code.

         Section 11.2. Determination.  This Plan shall be considered a Top-Heavy
Plan with respect to any Plan Year if as of the

                                                       -43-

<PAGE>



Anniversary Date of the immediately preceding Plan Year or, if the determination
is to be made for this Plan's  first (1st) Plan Year,  the last  calendar day of
the first (1st) Plan Year (the "determination date"):

         (a)      the  present  value of the Accrued  Benefits  (as such term is
                  defined in  Section  11.3) of Key  Employees  (as such term is
                  defined  below)  exceeds  sixty  percent  (60%) of the present
                  value of the  Accrued  Benefits  of all  Employees  and former
                  Employees  (other than former Key  Employees  (as such term is
                  defined below)); provided,  however, that the Accrued Benefits
                  of any  Participant  who has not  completed an Hour of Service
                  for the Company  during a five (5) year  period  ending on the
                  determination  date (as such term is defined  above)  shall be
                  disregarded, or

         (b)      this  Plan is part of a  required  aggregation  group (as such
                  term is defined below) and the required  aggregation  group is
                  top-heavy;

provided,  however, that this Plan shall not be considered a Top-Heavy Plan with
respect to any Plan Year in which this Plan is part of a required or  permissive
aggregation group (as such terms are defined below) which is not top-heavy.  For
purposes of this Article XI, the term "Key Employee"  shall include for any Plan
Year any  Employee or former  Employee  who at any time during that Plan Year or
any of the four (4) preceding Plan Years is:

         (c)      an officer of a Company  whose Section 415  Compensation  from
                  the  Companies  is  greater  than fifty  percent  (50%) of the
                  maximum dollar  limitation  under Section  415(b)(1)(A) of the
                  Code  in   effect   for  the   calendar   year  in  which  the
                  determination date (as such term is defined above) falls,

         (d)      one (1) of the ten (10)  Employees  owning (or  considered  as
                  owning  within the  meaning  of  Section  318 of the Code) the
                  largest interest in a Company whose ownership interest in that
                  Company is at least  one-half of one percent  (0.5%) and whose
                  Section 415  Compensation  from the  Companies  is equal to or
                  greater  than the  maximum  dollar  limitation  under  Section
                  415(c)(1)(A)  of the Code in effect for the  calendar  year in
                  which the  determination  date (as such term is defined above)
                  falls;  provided,  however, that if two (2) Employees have the
                  same interest in a Company,  the Employee whose annual Section
                  415  Compensation  from  the  Companies  is  greater  shall be
                  treated as having a larger interest in the Company,

         (e)      a five  percent  (5%)  owner  (determined  without  regard  to
                  Sections 414(b),(c) and (n) of the Code) of a Company,


                                                       -44-

<PAGE>



         (f)      a  one  percent  (1%)  owner  (determined  without  regard  to
                  Sections  414(b),(c)  and (n) of the Code) of a Company  whose
                  Section 415  Compensation  from the  Companies is in excess of
                  one hundred and fifty thousand dollars ($150,000);

provided,  however,  that the  Beneficiary  of any  deceased  Employee or of any
deceased  former  Employee  who was included as a Key Employee by reason of this
Section 11.2 shall also be included as a Key Employee;  provided,  further, that
an individual shall only be included as a Key Employee to the extent required by
Section 416(i) of the Code. For purposes of this Article XI, "Non-Key  Employee"
is any Employee or former  Employee who is not a Key  Employee.  For purposes of
determining  who is a key  employee,  Section  415  Compensation  shall  include
amounts  deferred or redirected by an Employee  pursuant to Sections  401(k) and
125 of the  Code.  For  purposes  of  this  Section  11.2,  the  term  "required
aggregation group" shall include:

         (g)      all  qualified  retirement  plans  maintained  by a Company in
                  which a Key  Employee  (as such  term is  defined  above) is a
                  participant;   provided,  however,  that  the  term  "required
                  aggregation group" shall also include all qualified retirement
                  plans previously maintained by a Company but terminated within
                  the five (5) year period ending on the determination  date (as
                  such term is defined  above) in which a key  employee (as such
                  term is defined above) was a participant; and

         (h)      any other qualified  retirement  plans maintained by a Company
                  which  enable  any  qualified  retirement  plan  described  in
                  Subsection  (g)  above to meet  the  requirements  of  Section
                  401(a)(4) or of Section 410 of the Code.

For purposes of this Section 11.2, the term "permissive aggregation group" shall
include all qualified  retirement plans that are part of a required  aggregation
group (as such term is defined above) and any other qualified  retirement  plans
maintained by a Company if such group will continue to meet the  requirements of
Section 401(a)(4) and of Section 410 of the Code.

         Section  11.3.  Accrued  Benefits.  For  purposes  of this  Article XI,
Accrued  Benefits  with respect to any Plan Year shall be  determined  as of the
determination  date (as such term is defined in Section 11.2) for that Plan Year
based on the  Company  Contributions  Account  balances  as of the  most  recent
Valuation  Date within a  consecutive  twelve (12) month  period  ending on such
determination date; provided,  however,  that such Company Contributions Account
balances shall be adjusted to the extent  required by Section 416 of the Code to
increase  the  Company  Contributions  Accounts  balances  by the  amount of any
Company Contributions made and allocated after

                                                       -45-

<PAGE>



the  Valuation  Date  but  on or  before  such  determination  date  and  by any
distributions made to Participants prior to the Valuation Date during any of the
five (5) consecutive  Plan Years  immediately  preceding the Plan Year for which
the  determination  as to whether  this Plan is a  Top-Heavy  Plan is being made
(including  distributions  from a terminated plan which if not terminated  would
have been part of a  required  aggregation  group  (as such term is  defined  in
Section 11.7)) and to reduce the Company  Contributions  Account balances by any
rollovers or plan to plan  transfers made to this Plan before the Valuation Date
which  are  initiated  by a  Participant  from  any  qualified  retirement  plan
maintained   by  an   unrelated   employer  and  by  any   deductible   employee
contributions.

         Section 11.4.  Vesting  Provisions.  Notwithstanding  the provisions of
Section 6.3,  with respect to any Plan Year in which this Plan is  determined to
be a Top-Heavy  Plan,  a  Participant's  Accrued  Benefit  which is derived from
Company  Contributions  shall  vest in  accordance  with the  following  vesting
schedule if it would result in a larger vested  percentage  than the  percentage
determined under Section 6.3:

              Period of Service           Vested Percentage

         Less than two (2) years                       0

         Two (2) years or more but
         less than three (3) years                   20%

         Three (3) years or more but
         less than four (4) years                    40%

         Four (4) years or more but
         less than five (5) years                    60%

         Five (5) years or more but
         less than six (6) years                     80%

         Six (6) years or more                      100%

provided,  however,  that if this Plan becomes a Top-Heavy Plan and subsequently
ceases to be such:

         (a)      the vesting  schedule  shown above shall continue to apply but
                  only with respect to  Participants  whose Period of Service is
                  as least  three  (3) years as of the  Anniversary  Date of the
                  final Top-Heavy Plan Year,

         (b)      the vesting  schedule  shown above shall continue to apply but
                  only  with  respect  to the  Accrued  Benefits  of  all  other
                  Participants as of the Anniversary Date of the final Top-Heavy
                  Plan Year, and


                                                       -46-

<PAGE>



         (c)      the  vesting  schedule  in  Section  6.3  shall  apply  to any
                  additional  Accrued Benefits of the Participants  described in
                  Subsection (b) above which accrue after the  Anniversary  Date
                  of the final Top-Heavy Plan Year.

         Section 11.5. Minimum  Contribution.  Notwithstanding the provisions of
Section  4.2,  with  respect to any Plan Year in which this Plan is a  Top-Heavy
Plan,  the Company  contributions  for such Plan Year shall be  allocated in the
following order of priority:

         (a)      first,  among  the  Company  Contributions   Accounts  of  all
                  eligible  Participants who had not separated from service with
                  the  Companies  as of the  Anniversary  Date of that Plan Year
                  regardless of the number of Hours of Service completed by each
                  such Participant  during that Plan Year according to the ratio
                  that each Participant's  Compensation for that Plan Year bears
                  to  the  total  Compensation  of  all  eligible  Participants;
                  provided,   however,   that  the   portion   of  the   Company
                  contributions to be allocated  pursuant to this Subsection (a)
                  shall not exceed three percent (3%) of the total  Compensation
                  of all eligible Participants for that Plan Year;

         (b)      next,   the  remaining   portion,   if  any,  of  the  Company
                  contributions  for  such  Plan  Year  shall  be  allocated  in
                  accordance with Section 4.2;

provided,  however,  that if a  Participant  also  participates  in a  top-heavy
defined  benefit plan,  he shall receive the minimum  benefit for such Plan Year
under the defined benefit plan.

         Section 11.6.  Code Section 415  Limitations.  With respect to any Plan
Year in which  this  Plan is a  Top-Heavy  Plan,  Section  4.3  shall be read by
substituting  the number one  (1.00)  for the  number  one and  twenty-five  one
hundredths  (1.25) wherever it appears  therein;  provided,  however,  that such
substitution  shall not have the  effect of  reducing  a  Participant's  Accrued
Benefit under any qualified  defined  benefit plan maintained by a Company prior
to the first  (1st)  calendar  day of the Plan  Year in which  this  Article  XI
initially becomes applicable.



                                                       -47-

<PAGE>


         This  Plan  has  been  adopted  on  this  day of ,  1997,  but is to be
effective as of July 1, 1997.

                                              CITIZENS BANCORP


                                              By:

                                              Its:

Attest:

By:

Its:


                                              CITIZENS SAVINGS BANK OF
                                              FRANKFORT



                                              By:

                                              Its:

Attest:

By:

Its:


                                              THE FARMERS BANK



                                              By:

                                              Its:

Attest:

By:

Its:









                                                       -48-