<PAGE>


                            BROADWAY FINANCIAL CORPORATION
                PERFORMANCE EQUITY PROGRAM FOR OFFICERS AND EMPLOYEES


                                      ARTICLE I
                              ESTABLISHMENT OF THE PLAN

     1.01 Broadway Financial Corporation, a Delaware corporation (the "Holding
Company") hereby establishes the Performance Equity Program ("Plan") upon the
terms and conditions set forth herein.


                                      ARTICLE II
                                 PURPOSE OF THE PLAN

     2.01 The purpose of the Plan is to retain officers and employees of
experience and ability by providing such persons with a proprietary interest the
Holding Company as an additional incentive to perform in a superior manner and
to promote the Company's growth and profitability in the future.


                                     ARTICLE III
                                     DEFINITIONS

     The following words and phrases when used in this Plan with an initial
capital letter, unless the context clearly indicates otherwise, shall have the
meanings set forth below.  Whenever appropriate, the masculine pronoun shall
include the feminine pronoun and the singular shall include the plural.

     3.01 "Affiliate" means (i) a member of a controlled group of corporations
of which the Holding Company is a member or (ii) an unincorporated trade or
business which is under common control with the Holding Company as determined in
accordance with Section 414(c) of the Internal Revenue Code of 1986, as amended,
(the "Code") and the regulations issued thereunder.  For purposes hereof, a
"controlled group of corporations" shall mean a controlled group of corporations
as defined in Section 1563(a) of the Code determined without regard to Section
1563(a)(4) and (e)(3)(C).

     3.02 "Bank" means Broadway Federal Bank, f.s.b., which is a wholly-owned
subsidiary of the Bank.

     3.03 "Base Grant" means a grant of Plan Shares under the Plan.

     3.04 "Beneficiary" means the person or persons designated 

                                          1
<PAGE>

by a Recipient to receive any benefits payable under the Plan in the event of
such Recipient's death.  Such person or persons shall be designated in writing
on forms provided for this purpose by the Committee and may be changed from time
to time by similar written notice to the Committee.  In the absence of a written
designation, the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his estate.

     3.05 "Board" means the Board of Directors of the Holding Company.

     3.06 "Change in Control" of the Bank or the Holding Company means an event
of a nature that (i) would be required to be reported in response to Item 1 of a
current report on Form 8-K, as in effect on the Effective Date hereof, pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"); or (ii) results in a Change in Control of the Bank or the Holding Company
within the meaning of the Home Owners' Loan Act of 1933, as amended and the
Rules and Regulations promulgated by the Office of Thrift Supervision ("OTS")
(or its predecessor Agency), as in effect on the Effective Date hereof
(provided, that in applying the definition of change in control as set forth
under the rules and regulations of the OTS, the Board shall substitute its
judgment for that of the OTS); and, without limitation such a Change in Control
shall be deemed to have occurred at such time as (A) any "person" (as the term
is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Bank or the Holding Company representing 20%
or more of the Bank's or the Holding Company's outstanding securities except for
any securities of the Bank purchased by the Holding Company in connection with
the conversion of the Bank to the stock form and any securities purchased by any
tax qualified employee benefit plan of the Bank; or (B) individuals who
constitute the Board on the date hereof (the "Incumbent Board") cease for any
reason to constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election was approved by
a vote of at least three-quarters of the directors then comprising the Incumbent
Board, or whose nomination for election by the Holding Company's stockholders
was approved by the same Nominating Committee serving under an Incumbent Board,
shall be, for purposes of this clause (B), considered as though he or she were a
member of the Incumbent Board; or (C) a plan of liquidation or reorganization,
merger, consolidation, sale of all or substantially all the assets of the Bank
or the Holding Company or similar transaction is approved by the Board or the
Board of Directors of the Holding Company or otherwise occurs in which the Bank
or the Holding Company is not the resulting entity; or (D) solicitations of
shareholders of the Holding Company, by someone other than the current
management of 

                                          2
<PAGE>

the Holding Company, seeking stockholder approval of a plan of reorganization,
merger or consolidation of the Holding Company or Bank or similar transaction
with one or more corporations as a result of which the outstanding shares of the
class of securities then subject to the plan or transaction are exchanged for or
converted into cash or property or securities not issued by the Bank or the
Holding Company shall be distributed; or (E) a tender offer is made for 20% or
more of the voting securities of the Bank or the Holding Company.

     3.07 "Committee" means the Committee of the Board administering this Plan,
which shall be comprised of members of the Board of the Bank who are
non-employee directors and "disinterested directors" as that term is defined
under Rule 16b-3 under the Securities Exchange Act of 1934, as amended, (the
"Exchange Act") promulgated by the Securities and Exchange Commission.

     3.08 "Common Stock" means shares of the common stock, $.01 par value per
share, of the Holding Company.

     3.09 "Conversion" means the conversion of the Bank from the mutual to the
stock form of organization and the acquisition of the Bank by the Holding
Company.

     3.10 "Disability" means disability as defined in the Bank's long term
disability plan, or if not so defined, disability shall mean the permanent and
total inability by reason of mental or physical infirmity, or both, of a
Recipient to perform the work customarily assigned to him.  If requested by the
Board, a medical doctor selected or approved by the Board of Directors must
advise the Committee that it is either not possible to determine when such
Disability will terminate or that it appears probable that such Disability will
be permanent during the remainder of said Recipient's lifetime.

     3.11 "Effective Date" means August 1, 1997.

     3.12 "Employee" means any person who is currently employed by the Holding
Company or an Affiliate, including officers, but such term shall not include
Outside Directors.

     3.13 "High Performance Allocation" means an allocation of Plan Shares to be
granted upon achievement by the Holding Company of specified High Performance
Goals as established by the Committee pursuant to Section 4.01(b) of this Plan.

     3.14 "High Performance Grant" means a grant of Plan Shares based upon
achievement by the Holding Company of specified High Performance Goals as
established by the Committee pursuant to Section 4.01(b) of this Plan.

                                          3
<PAGE>

     3.15 "Holding Company" means Broadway Financial Corporation.

     3.16 "OTS" means Office of Thrift Supervision.

     3.17 "Performance Allocation" means an allocation of Plan Shares to be
granted upon achievement by the Holding Company of specified Performance Goals
as established by the Committee in accordance with Section 4.01(b) of this Plan.

     3.18 "Performance Grant" means a grant of Plan Shares based upon
achievement by the Holding Company of specified Performance Goals as established
by the Committee in accordance with Section 4.01(b) of this Plan.

     3.19 "Plan Share Allocation" means the allocation of Plan Shares under the
Plan to be granted subject to the achievement of Performance Goals or High
Performance Goals.

     3.20 "Plan Share Grant" means a right to vest in Plan Shares under the
Plan.

     3.21 "Plan Shares" means shares of Common Stock held in the Trust and
issued or issuable to a Recipient pursuant to the Plan.

     3.22 "Plan Share Reserve" means the shares of Common Stock held by the
Trustee pursuant to Sections 5.03 and 5.04.

     3.23 "Recipient" means an Employee who receives a Plan Share Grant or Plan
Share Allocation under the Plan.

     3.24 "Retirement" means retirement at the normal or early retirement date
as set forth in any tax qualified or non-tax qualified retirement or pension
plan of the Bank Holding Company or an Affiliate.

     3.25 "Trust" means a trust established by the Board in connection with this
Plan to hold Plan assets for the purpose set forth herein.

     3.26 "Trustee" means that person or persons and entity or entities approved
by the Board pursuant to Sections 4.01 and 4.02  to hold legal title to any of
the Plan assets for the purposes set forth herein.

                                          4
<PAGE>


                                      ARTICLE IV
                              ADMINISTRATION OF THE PLAN

     4.01 ROLE OF THE COMMITTEE.

     (a)  The Plan shall be administered and interpreted by the Committee, which
shall have all of the powers allocated to it in this and other Sections of the
Plan.  The interpretation and construction by the Committee of any provisions of
the Plan or of any Plan Share Grant or Plan Share Allocation hereunder shall be
final and binding.  The Committee shall act by vote or written consent of a
majority of its members.  Subject to the express provisions and limitations of
the Plan, the Committee may adopt such rules, regulations and procedures as it
deems appropriate for the conduct of its affairs.  The Committee shall report
its actions and decisions with respect to the Plan to the Board at appropriate
times, but in no event less than one time per calendar year.  The Committee
shall recommend to the Board one or more person(s) or entities to act as
Trustee(s) in accordance with the provisions of this Plan and Trust and the
terms of Article VIII hereof.

     (b)  The Committee shall determine the Recipients under the Plan and the
Base Grants, Performance Allocations and High Performance Allocations to be
granted or allocated to Recipients.  The Committee also shall establish the
Performance Goals and High Performance Goals required to be met with respect to
the granting of Performance Grants and High Performance Grants to Employees
under the Plan.  Such Performance Goals and High Performance Goals shall be
financial goals of the Bank based upon the Holding Company's return on average
assets as set forth in the Bank's annual Call Report and/or any other
performance standard established by the Committee and approved by the Board.

     4.02 ROLE OF THE BOARD.  The Trustee(s) for the Plan and the members of the
Committee shall be appointed or approved by, and will serve at the pleasure of,
the Board.  The Board shall have all of the powers allocated to it in this and
other Sections of the Plan.

     4.03 LIMITATION ON LIABILITY.  No member of the Board or the Committee or
any Trustee(s) shall be liable for any determination made in good faith with
respect to the Plan, any Plan Shares, Plan Share Grants or Plan Share
Allocations.  If a member of the Board or the Committee is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of anything done or not done by him in such capacity under or with
respect to the 

                                          5
<PAGE>

Plan, the Holding Company shall indemnify such member against expense (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in the best
interests of the Holding Company and its Affiliates and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.


                                      ARTICLE V
                          CONTRIBUTIONS; PLAN SHARE RESERVE

     5.01 AMOUNT AND TIMING OF CONTRIBUTIONS.  At the Effective Date and
thereafter as necessary, the Holding Company shall contribute to the Trust an
amount sufficient to purchase 18,747 shares of Common Stock.  No contributions
by Employees shall be permitted.

     5.02 INVESTMENT OF TRUST ASSETS; CREATION OF PLAN SHARE RESERVE.  The
Trustee shall invest all of the Trust's assets exclusively in Common Stock
except as otherwise provided below; provided, however, that the Trust shall not
invest in more than 18,747 shares of Common Stock, which shall constitute the
initial "Plan Share Reserve."  The Trustee shall purchase such shares of Common
Stock in accordance with applicable rules and regulations either in the open
market or directly from authorized but unissued shares of the Common Stock from
the Holding Company.  Any earnings received with respect to Common Stock held in
the Reserve shall be held in an interest bearing account.  Any earnings received
with respect to Common Stock subject to a Plan Share Grant shall be held in an
interest bearing account on behalf of the individual Recipient.

     5.03 EFFECT OF GRANTS, ALLOCATIONS, RETURNS AND FORFEITURES UPON PLAN SHARE
RESERVES.  Upon the grant of Plan Share Grants under Section 6.02, or the
decision of the Committee to sell Plan Shares and return the proceeds to the
Holding Company, the Plan Share Reserve shall be reduced by the number of Shares
subject to the Plan Share Grants so granted or sold.  Any Shares subject to a
Plan Share Grant which may not be earned because of a forfeiture by the
Recipient pursuant to Section 7.01 shall be returned (added) to the Plan Share
Reserve for future Plan Share Grants or Plan Share Allocations.  In addition,
any Shares allocated subject to the achievement of a Performance Goal or a High
Performance Goal which are not granted due to failure of the Company to meet the
Performance Goals or High Performance Goals, shall be retained in the Plan Share
Reserve for future Plan Share Grants or Plan Share Allocations.

                                          6
<PAGE>

                                      ARTICLE VI
                         ELIGIBILITY; ALLOCATIONS AND GRANTS

     6.01 ELIGIBILITY.  Employees of the Holding Company and its Affiliates are
eligible to receive Plan Share Allocations and Plan Share Grants.

     6.02 ALLOCATIONS AND GRANTS.

     (a)  The Committee may determine which of the Employees referenced in
Section 6.01 above shall be granted Base Grants, the number of shares  covered
by each Base Grant and the manner in which Plan Shares shall be vested under
each Base Grant.  The Committee may also determine which of the Employees
referenced in Section 6.01 above shall be allocated Performance Allocations and
High Performance Allocations in addition to any Base Grants granted under this
Plan.

     (b)  Notwithstanding anything contained herein to the contrary, the number
of Plan Shares covered by Plan Share Allocations and Plan Share Grants may not
exceed the number of Shares in the Plan Share Reserve immediately prior to the
grant of such Plan Share Allocations or Plan Share Grants; PROVIDED that in no
event shall any Plan Share Allocations or Plan Share Grants be made which will
violate the Company's Certificate of Incorporation or Bylaws or any applicable
federal or state law or regulation.  In the event Plan Shares are forfeited for
any reason, or in the event that Plan Share Allocations are not granted, such
shares shall remain in the Plan Share Reserve until used to satisfy subsequent
Plan Share Allocations or Plan Share Grants or until the termination of the
Plan.  At that time any remaining Plan Shares shall be sold by the Trustee and
the proceeds of such sale shall be returned to the Holding Company.

     6.03 FORM OF GRANT OR ALLOCATION.  As promptly as practicable after a
determination is made pursuant to Section 6.02 that a Plan Share Allocation has
been allocated or a Plan Share Grant has been granted, the Recipient shall be
notified in writing of the grant or allocation.  Such notice shall include the
number of Plan Shares covered by the Plan Share Allocation or Plan Share Grant,
the terms upon which the Plan Shares subject to the Plan Share Grant will vest,
and/or the terms upon which the Plan Share Allocation will be allocated to the
individual Recipient, subsequently granted and vest.  Except as the committee
may otherwise determine, the date on which the Committee so notifies the
Recipient shall be considered the date of grant in this case of Plan Share
Grants or the date of allocation in the case of Plan Share Allocations.  The
Committee shall maintain records as to all Plan Share Grants and Plan Share
Allocations under the Plan.

                                          7
<PAGE>

     6.04 GRANTS AND ALLOCATIONS NOT REQUIRED.  Notwithstanding anything to the
contrary in Sections 6.01, no Employee shall have any right or entitlement to
receive a Plan Share Grant or Plan Share Allocation hereunder, such Plan Share
Grants and Plan Share Allocations being at the total discretion of the
Committee, no shall the Employees as a group have such a right.  The Committee
may, with the approval of the Board (or, if so directed by the Board, may)
direct the Trustee to sell all Common Stock in the Plan Share Reserve and return
the proceeds from such sale to the Bank at any time.  The Holding Company shall
have the right of first refusal upon the sale of any Common Stock by the
Trustee.


                                     ARTICLE VII
                VESTING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

     7.01 VESTING OF PLAN SHARES; FORFEITURES.

     (a)  GENERAL RULES.  The Plan provides for the grant of Base Grants,
Performance grants, and High Performance Grants.

          (i)   BASE GRANTS.  The Committee shall determine which of the
Employees referenced in Section 6.01 above shall be granted Base Grants, the
amount of such Base Grants and the timing of the vesting of such grants.

          (ii)  PERFORMANCE GRANTS. [Commencing on the first anniversary of the
effective date of this Plan,] Employees shall be eligible to receive Performance
Grants under the Plan.  Performance Grants shall only be granted upon attainment
by the Holding Company of the Performance Goals established by the Committee in
establishing Performance Allocations pursuant to Section 4.01(b) hereof.

          (iii) HIGH PERFORMANCE GRANTS. [Commencing on the first
anniversary of the effective date of this Plan,] Employees shall also be
eligible to receive High Performance grants.  High Performance Grants shall only
be granted upon attainment by the Holding Company of the High Performance goals
established by the Committee in establishing High Performance Allocations
pursuant to Section 4.01(b) hereof.

     (b)  VESTING.  Unless the Committee shall specifically provide to the
contrary, Plan Shares subject to a Base Grant shall vest in equal installments
over a five-year period commencing one year from the date of the grant of the
Base Grant.  With regard to Performance Grants and High Performance Grants, Plan
Shares subject to Performance Grants or High Performance Grants shall vest in
equal installments over a five-year period 

                                          8
<PAGE>

commencing one year from the date on which the applicable Performance Goals or
High Performance Goals are attained.  Notwithstanding the foregoing, the
Committee may provide for a less or more rapid vesting rate than that set forth
herein, and may accelerate the time at which a Grant vests in whole or in part. 
If the employment of a Recipient is terminated prior to the full vesting of a
Grant for any reason (except as specifically provided in Subsections (c) and (d)
below), the Recipient shall forfeit the right to any Shares subject to the Plan
Share Grant which have not theretofore vested.

     In determining the number of Plan Shares which vest, fractional shares
shall be rounded down to the nearest whole number, provided that such fractional
shares shall be aggregated and vest on the last anniversary in which the Plan
Share Grant vests.

     (c)  EXCEPTION FOR TERMINATIONS DUE TO DEATH, DISABILITY OR CHANGE IN
CONTROL.  Notwithstanding the general rule contained in Section 7.01(b) above,
all Plan Shares subject to a Plan Share Grant held by a Recipient whose
employment with the Holding Company or an Affiliate terminates due to death,
Disability or, to the extent not prohibited by 12 C.F.R. Section 563b.3(g)(4), a
Change in Control, shall vest as of the Recipient's last day of employment with
the Holding Company or an Affiliate; Plan Shares subject to a Plan Share
Allocation allocated to a Recipient whose employment with the Holding Company or
an Affiliate terminates for any other reason shall not vest but shall remain in
the Plan Share Reserve.

     (d)  RETIREMENT.  Notwithstanding the general rule contained in Section
7.01(b) above, all Plan Shares subject to a Plan Share Grant held by a Recipient
whose employment with the Holding Company or an Affiliate terminates due to
Retirement and who, as of the Recipient's last day of employment with the
Holding Company or Affiliate, is performing services on behalf of the Holding
Company, the Bank or an Affiliate as a consultant or a director shall not be
forfeited and shall continue to be earned as provided by Section 7.01(b);
PROVIDED, HOWEVER, that any unearned Plan Shares shall be forfeited upon such
Recipient's termination of services as a consultant or director of the Holding
Company or any Affiliate.  Plan Shares earned pursuant to this subsection shall
be otherwise subject to the provisions of this Plan.

     (c)  REVOCATION FOR MISCONDUCT.  Notwithstanding anything herein to the
contrary, the Committee may be resolution immediately revoke, rescind and
terminate any Plan Share Grant or Plan Share Allocation, or portion thereof,
previously granted or allocated under this Plan, to the extent Plan Shares have
not been delivered thereunder to the Recipient, whether or not yet 

                                          9
<PAGE>

vested, in the case of an Employee who is discharged from the Holding Company or
an Affiliate for cause (as hereinafter defined), or who is discovered after
termination of employment or service to have engaged in conduct that would have
justified termination for cause.  "Cause" is defined as personal dishonesty,
incompetence, willful misconduct, any breach of fiduciary duty involving
personal profit, intentional failure to perform stated duties, or the willful
violation of any law, rule or regulation (other than traffic violations or
similar offenses) or final cease and desist order.

     7.02 ACCRUAL OF DIVIDENDS.  Whenever Plan Shares are distributed to a
Recipient or Beneficiary under Section 7.03, such Recipient or Beneficiary shall
also be entitled to receive, with respect to each Plan Share distributed, an
amount attributable to any cash dividends and a number of shares of Common Stock
equal to any stock dividends declared and paid with respect to a share of Common
Stock between the date the relevant Plan Share Grant was granted and the date
the Plan Shares are being distributed.  There shall also be distributed an
appropriate amount of net earnings, if any, of the Trust with respect to any
dividends so paid out.

     7.03 DISTRIBUTION OF PLAN SHARES.

     (a)  TIMING OF DISTRIBUTIONS:  GENERAL RULE.  Plan Shares shall be
distributed to the Recipient or his Beneficiary, as the case may be, as soon as
practicable after they have vested.

     (b)  FORM OF DISTRIBUTION.  All Plan Shares, together with any shares
representing stock dividends, shall be distributed in the form of Common Stock. 
One share of Common Stock shall be given for each Plan Share vested.  Payments
representing accumulated dividends (and earnings thereon, if any) shall be made
in cash or Common Stock.

     (c)  WITHHOLDING.  The Trustee may withhold from any payment or
distribution made under this Plan sufficient amounts of cash or shares of Common
Stock to cover any applicable withholding and employment taxes, and if the
amount of such payment is insufficient, the Trustee may require the Recipient or
Beneficiary to pay to the Trustee the amount required to be withheld as a
condition of delivering the Plan Shares.  The Trustee shall pay over to the
Holding Company or Affiliate which employs or employed such Recipient any such
amount withheld from or paid by the Recipient or Beneficiary.  If this Plan is
qualified under 17 C.F.R. Section 240.16b-3 of the Exchange Act Rules, then any
withholding shall comply with 17 C.F.R. Section 240.16b-3(e).

     7.04 VOTING OF PLAN SHARES.  After a Plan Share Grant has been granted, the
Recipient shall be entitled to direct the 

                                          10
<PAGE>


Trustee as to the voting of the Plan Shares which are covered by the Plan Share
Grant and which have not yet vested and been distributed to him pursuant to
Section 7.03, subject to rules and procedures adopted by the Committee for this
purpose.  Recipients of Plan Share Allocations shall not direct the voting of
Plan Shares subject to Plan Share Allocations.  All shares of Common Stock held
by the Trust as to which Recipients are not entitled to direct, or have not
directed, the voting, shall be voted by the Trustee in the same proportion as
Plan Shares which have been granted and voted.


                                     ARTICLE VIII
                                    MISCELLANEOUS

     8.01 ADJUSTMENTS FOR CAPITAL CHANGES.  In the event of any change in the
outstanding shares of Common Stock of the Holding Company by reason of any stock
dividend or split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares, or other similar corporate
change, or other increase or decrease in such shares effected without receipt or
payment of consideration by the Holding Company, the Committee shall adjust the
aggregate number of Plan Shares available for issuance pursuant to the Plan and
shall adjust the number of shares to which any Plan Share Grant or Plan Share
Allocation relates to prevent dilution or enlargement of the rights granted to
the Recipient under the Plan.

     8.02 AMENDMENT AND TERMINATION OF PLAN.  The Board may, by resolution, at
any time amend or terminate the Plan and Trust; PROVIDED, that rights and
obligations under any Plan Share Grant granted or Plan Share Allocation
allocated before an amendment shall not be altered or impaired by such amendment
without the written consent of the Recipient.  If the Plan becomes qualified
under 17 C.F.R. Section 16(b)-3 of the rules and regulations promulgated under
the Exchange Act and an amendment would require shareholder approval to retain
the Plan's qualification under such Rule 16(b)-3, then such amendments shall be
presented to shareholders for ratification; PROVIDED, HOWEVER, that the failure
to obtain shareholder ratification shall not affect the validity of this Plan as
so amended and the Plan Share Grants granted thereunder.  The power to amend or
terminate shall include the power to direct the Trustee to return to the Holding
Company all or any part of the assets of the Trust, including proceeds from the
sale of shares of Common Stock held in the Plan Share Reserve, as well as shares
of Common Stock and other assets subject to Plan Share Grants not yet vested to
the Recipients to whom they are granted.  However, the termination of the Trust
shall not affect a Recipient's right to vest in Plan Share Grants and to the
distribution of Common Stock relating thereto, 

                                          11
<PAGE>

including earnings thereon, in accordance with the terms of this Plan and the
grant.

     8.03 NONTRANSFERABLE.  Plan Share Grants and Plan Share Allocations shall
not be transferable by a Recipient, and during the lifetime of the Recipient,
Plan Shares may only be vested in and distributed to the Recipient who was
notified in writing of the Plan Share Grant by the Committee pursuant to Section
6.03.

     8.04 EMPLOYMENT RIGHTS.  Neither the Plan nor any grant of a Plan Share
Grant or allocation of a Plan Share Allocation hereunder nor any action taken by
the Trustee, the Committee or the Board in connection with the Plan shall create
any right on the part of any Employee to continue in the employ of the Holding
Company or an Affiliate.

     8.05 VOTING AND DIVIDEND RIGHTS.  No Recipient shall have any voting or
dividend rights or other rights of a shareholder in respect of any Plan Shares
covered by a Plan Share Grant or Plan Share Allocation, except as expressly
provided in Sections 7.02 and 7.04 above, prior to the time said Plan Shares are
actually distributed to him or her.

     8.06 GOVERNING LAW.  The Plan and Trust shall be governed by the internal
laws of the State of California.

     8.07 [Reserved.]

     8.08 TERM OF PLAN.  This Plan shall remain in effect until the earlier of
(1) 21 years from the Effective Date, (2) termination by the Board, or (3) the
distribution of all assets of the Trust.  Termination of the Plan shall not
affect any Plan Share Grants previously granted, and such Plan Share Grants
shall remain valid and in effect until they have been vested and distributed, or
by their terms expire or are forfeited.

     8.09 COMPLIANCE WITH SECTION 16.  If this Plan is qualified under 17 C.F.R.
Section 240.16b-3 of the Exchange Act Rules, with respect to persons subject to
Section 16 of the Exchange Act, and unless hereafter otherwise determined by the
Committee, transactions under this Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange Act. 
To the extent any provision of the Plan fails to so comply, it shall be deemed
null and void, to the extent permitted by law.

                                          12