Exhibit 10.28


                            THE WARWICK SAVINGS BANK

                              401 (K) SAVINGS PLAN
































Defined Contribution Plan 7.7

Restated August 31, 2000




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                                                 TABLE OF CONTENTS


<S>                                                                                                              <C>
INTRODUCTION......................................................................................................1

ARTICLE I                           FORMAT AND DEFINITIONS........................................................2

         SECTION 1.01               FORMAT........................................................................2
         SECTION 1.02               DEFINITIONS...................................................................2

ARTICLE II                          PARTICIPATION................................................................18

         SECTION 2.01               ACTIVE PARTICIPANT...........................................................18
         SECTION 2.02               INACTIVE PARTICIPANT.........................................................19
         SECTION 2.03               CESSATION OF PARTICIPATION...................................................19
         SECTION 2.04               ADOPTING EMPLOYERS - SINGLE PLAN.............................................19
         SECTION 2.05               VETERANS REEMPLOYMENT RIGHTS.................................................20

ARTICLE III                         CONTRIBUTIONS................................................................21

         SECTION 3.01               EMPLOYER CONTRIBUTIONS.......................................................21
         SECTION 3.01A              ROLLOVER CONTRIBUTIONS.......................................................22
         SECTION 3.02               FORFEITURES..................................................................23
         SECTION 3.03               ALLOCATION...................................................................24
         SECTION 3.04               CONTRIBUTION LIMITATION......................................................25
         SECTION 3.05               EXCESS AMOUNTS...............................................................31

ARTICLE IV                          INVESTMENT OF CONTRIBUTIONS..................................................41

         SECTION 4.01               INVESTMENT OF CONTRIBUTIONS..................................................41
         SECTION 4.01B              INVESTMENT IN QUALIFYING EMPLOYER
                                         SECURITIES..............................................................45

ARTICLE V                           BENEFITS.....................................................................47

         SECTION 5.01               RETIREMENT BENEFITS..........................................................47
         SECTION 5.02               DEATH BENEFITS...............................................................47
         SECTION 5.03               VESTED BENEFITS..............................................................47
         SECTION 5.04               WHEN BENEFITS START..........................................................47
         SECTION 5.05               WITHDRAWAL PRIVILEGES........................................................48
         SECTION 5.06               LOANS TO PARTICIPANTS........................................................49
         SECTION 5.07               DISTRIBUTIONS UNDER QUALIFIED DOMESTIC
                                        RELATIONS ORDERS.........................................................53

ARTICLE VI                          DISTRIBUTION OF BENEFITS.....................................................55


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         SECTION 6.01                FORM OF DISTRIBUTION........................................................55
         SECTION 6.02                ELECTION PROCEDURES.........................................................55
         SECTION 6.03                NOTICE REQUIREMENTS.........................................................56

ARTICLE VII                         TERMINATION OF PLAN..........................................................58

ARTICLE VIII                        ADMINISTRATION OF PLAN.......................................................59

         SECTION 8.01               ADMINISTRATION...............................................................59
         SECTION 8.02               RECORDS......................................................................59
         SECTION 8.03               INFORMATION AVAILABLE........................................................59
         SECTION 8.04               CLAIM AND APPEAL PROCEDURES..................................................60
         SECTION 8.05               UNCLAIMED VESTED ACCOUNT PROCEDURE...........................................60
         SECTION 8.06               DELEGATION OF AUTHORITY......................................................61
         SECTION 8.07               VOTING AND TENDER OF QUALIFYING EMPLOYER
                                         SECURITIES..............................................................61

ARTICLE IX                          GENERAL PROVISIONS...........................................................66

         SECTION 9.01               AMENDMENTS...................................................................66
         SECTION 9.02               DIRECT ROLLOVERS.............................................................67
         SECTION 9.03               MERGERS AND DIRECT TRANSFERS.................................................67
         SECTION 9.04               PROVISIONS RELATING TO THE INSURER AND
                                         OTHER PARTIES...........................................................68
         SECTION 9.05               EMPLOYMENT STATUS............................................................68
         SECTION 9.06               RIGHTS TO PLAN ASSETS........................................................68
         SECTION 9.07               BENEFICIARY..................................................................69
         SECTION 9.08               NONALIENATION OF BENEFITS....................................................69
         SECTION 9.09               CONSTRUCTION.................................................................70
         SECTION 9.10               LEGAL ACTIONS................................................................70
         SECTION 9.11               SMALL AMOUNTS................................................................70
         SECTION 9.12               WORD USAGE...................................................................70
         SECTION 9.13               TRANSFERS BETWEEN PLANS......................................................70

ARTICLE X                           TOP-HEAVY PLAN REQUIREMENTS..................................................72

         SECTION 10.01              APPLICATION..................................................................72
         SECTION 10.02              DEFINITIONS..................................................................72
         SECTION 10.03              MODIFICATION OF VESTING REQUIREMENTS.........................................76
         SECTION 10.04              MODIFICATION OF CONTRIBUTIONS................................................77
         SECTION 10.05              MODIFICATION OF CONTRIBUTION LIMITATION......................................78
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                                  INTRODUCTION

         The Primary Employer previously established a 401(k) savings plan on
March 1, 1987.

         The Primary Employer is of the opinion that the plan should be changed.
It believes that the best means to accomplish these changes is to completely
restate the plan's terms, provisions and conditions. The restatement, effective
August 31, 2000, is set forth in this document and is substituted in lieu of the
prior document.

         On August 31, 2000, elective deferrals were made under this restatement
of the plan, and on October 20, 2000, a transfer of the account balances of
Participants and former Participants was made to the trust established for the
restated plan. The restated plan continues to be for the exclusive benefit of
employees of the Employer. All persons covered under the plan on August 31,
2000, shall continue to be covered under the restated plan with no loss of
benefits.

         It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.



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                                    ARTICLE I

                             FORMAT AND DEFINITIONS

SECTION 1.01 -- FORMAT.

         Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

         These words and phrases have an initial capital letter to aid in
identifying them as defined terms.

SECTION 1.02 -- DEFINITIONS.

         ACCOUNT means, for a Participant, his share of the Investment Fund.
         Separate accounting records are kept for those parts of his Account
         that result from:

         (a)      Elective Deferral Contributions

         (b)      Matching Contributions

         (c)      Other Employer Contributions

         (d)      Rollover Contributions

         If the Participant's Vesting Percentage is less than 100% as to any of
         the Employer Contributions, a separate accounting record will be kept
         for any part of his Account resulting from such Employer Contributions
         and, if there has been a prior Forfeiture Date, from such Contributions
         made before a prior Forfeiture Date.

         A Participant's Account shall be reduced by any distribution of his
         Vested Account and by any Forfeitures. A Participant's Account will
         participate in the earnings credited, expenses charged and any
         appreciation or depreciation of the Investment Fund. His Account is
         subject to any minimum guarantees applicable under the Group Contract
         or other investment arrangement.

         ACTIVE PARTICIPANT means an Eligible Employee who is actively
         participating in the Plan according to the provisions in the ACTIVE
         PARTICIPANT SECTION of Article II.

         ADOPTING EMPLOYER means an employer controlled by or affiliated with
         the Employer and listed in the attached participation agreement.

         AFFILIATED SERVICE GROUP means any group of corporations, partnerships
         or other organizations of which the Employer is a part and which is
         affiliated within the meaning of Code Section 414(m) and regulations
         thereunder. Such a group includes at least two organizations one of
         which is either a service organization (that is, an organization the


                                        2

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         principal business of which is performing services), or an organization
         the principal business of which is performing management functions on a
         regular and continuing basis. Such service is of a type historically
         performed by employees. In the case of a management organization, the
         Affiliated Service Group shall include organizations related, within
         the meaning of Code Section 144(a)(3), to either the management
         organization or the organization for which it performs management
         functions. The term Controlled Group, as it is used in this Plan, shall
         include the term Affiliated Service Group.

         ALTERNATE PAYEE means any spouse, former spouse, child or other
         dependent of a Participant who is recognized by a qualified domestic
         relations order as having a right to receive all or a portion of the
         benefits payable under the Plan with respect to such Participant.

         BENEFICIARY means the person or persons named by a Participant to
         receive any benefits under this Plan upon the Participant's death.
         Unless a qualified election has been made, for the purpose of
         distributing any death benefits before Annuity Starting Date, the
         Beneficiary of a married Participant shall be the Participant's spouse.
         See the BENEFICIARY SECTION of Article IX.

         CLAIMANT means any person who has made a claim for benefits under this
         Plan. See the CLAIM AND APPEAL PROCEDURES SECTION of Article VIII.

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

         COMPENSATION means, except as modified in this definition, the total
         earnings paid or made available to an Employee by the Employer during
         any specified period.

         "Earnings" in this definition means Compensation as defined in the
         CONTRIBUTION LIMITATION SECTION of Article III; provided that,
         effective as of January 1, 1999, Compensation shall not include any
         amounts attributable to the vesting of awards of stock under the
         Recognition and Retention Plan of Warwick Community Bancorp, Inc. or to
         the exercise of stock options under the Stock Option Plan of Warwick
         Community Bancorp, Inc., or, effective as of August 31, 2000, any
         payments of severance benefits or amounts paid under any employment
         agreement, change of control agreement, retention agreement or other
         special payments.

         Compensation shall also include elective contributions. Elective
         contributions are amounts excludable from the Employee's gross income
         under Code Sections 125, 402(e)(3), 402(h) or 403(b), and contributed
         by the Employer, at the Employee's election, to a Code Section 401(k)
         arrangement, a simplified employee pension, cafeteria plan or
         tax-sheltered annuity. Elective contributions also include Compensation
         deferred under a Code Section 457 plan maintained by the Employer and
         Employee contributions "picked up" by a governmental entity and,
         pursuant to Code Section 414(h)(2), treated as Employer contributions.

         For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer
         may elect to use an alternative nondiscriminatory definition of
         Compensation in accordance with the regulations under Code Section
         414(s).


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         Compensation shall exclude earnings paid before the Employee's Entry
         Date.

         For Plan Years beginning after December 31, 1988, and before January 1,
         1994, the annual Compensation of each Participant taken into account
         for determining all benefits provided under the Plan for any year shall
         not exceed $200,000. For Plan Years beginning on or after January 1,
         1994, the annual Compensation of each Participant taken into account
         for determining all benefits provided under the Plan for any year shall
         not exceed $150,000.

         The $200,000 limit shall be adjusted by the Secretary at the same time
         and in the same manner as under Code Section 415(d). The $150,000 limit
         shall be adjusted by the Commissioner for increases in the cost of
         living in accordance with Code Section 401 (a)(17) (B). The cost of
         living adjustment in effect for a calendar year applies to any period,
         not exceeding 12 months, over which pay is determined (determination
         period) beginning in such calendar year. If a determination period
         consists of fewer than 12 months, the annual compensation limit will be
         multiplied by a fraction the numerator of which is the number of months
         in the determination period, and the denominator of which is 12.

         In determining the Compensation of a Participant for purposes of the
         annual compensation limit, the rules of Code Section 414(q)(6) shall
         apply, except that in applying such rules, the term "family" shall
         include only the spouse of the Participant and any lineal descendants
         of the Participant who have not attained age 19 before the close of the
         year. If, as a result of the application of such rules the adjusted
         annual compensation limit is exceeded, then (except for purposes of
         determining the portion of Compensation up to the integration level if
         this Plan provides for permitted disparity) the limitation shall be
         prorated among the affected individuals in proportion to each such
         individual's Compensation as determined under this definition prior to
         the application of this limitation.

         If Compensation for any prior determination period is taken into
         account in determining a Participant's benefits accruing in the current
         Plan Year, the Compensation for that prior determination period is
         subject to the annual compensation limit in effect for that prior
         determination period. For this purpose, for determination periods
         beginning before the first day of the first Plan Year beginning on or
         after January 1, 1989, which are used to determine benefits in Plan
         Years beginning after December 31, 1988 and before January 1, 1994, the
         annual compensation limit is $200,000. For this purpose, for
         determination periods beginning before the first day of the first Plan
         Year beginning on or after January 1, 1994, which are used to determine
         benefits in Plan Years beginning on or after January 1, 1994, the
         annual compensation limit is $150,000.

         Compensation means, for an Employee who is a Leased Employee, the
         Employee's Compensation for the services he performs for the Employer,
         determined in the same manner as the Compensation of Employees who are
         not Leased Employees, regardless of whether such Compensation would be
         received directly from the Employer or from the leasing organization.



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         CONTRIBUTIONS means

                  Elective Deferral Contributions
                  Matching Contributions
                  Qualified Nonelective Contributions
                  Rollover Contributions

         as set out in Article III, unless the context clearly indicates
         otherwise.

         CONTROLLED GROUP means any group of corporations, trades or businesses
         of which the Employer is a part that are under common control. A
         Controlled Group includes any group of corporations, trades or
         businesses, whether or not incorporated, which is either a
         parent-subsidiary group, a brother-sister group, or a combined group
         within the meaning of Code Section 414(b), Code Section 414(c) and
         regulations thereunder and, for purposes of determining contribution
         limitations under the CONTRIBUTION LIMITATION SECTION of Article III,
         as modified by Code Section 415(h) and, for the purpose of identifying
         Leased Employees, as modified by Code Section 144(a)(3). The term
         Controlled Group, as it is used in this Plan, shall include the term
         Affiliated Service Group and any other employer required to be
         aggregated with the Employer under Code Section 414(o) and the
         regulations thereunder.

         DIRECT ROLLOVER means a payment by the Plan to the Eligible Retirement
         Plan specified by the Distributee.

         DISTRIBUTEE means an Employee or former Employee. In addition, the
         Employee's or former Employee's surviving spouse and the Employee's or
         former Employee's spouse or former spouse who is the alternate payee
         under a qualified domestic relations order, as defined in Code Section
         414(p), are Distributees with regard to the interest of the spouse or
         former spouse.

         EARLY RETIREMENT DATE means the first day of any month before a
         Participant's Normal Retirement Date which the Participant selects for
         the start of his retirement benefit. This day shall be on or after the
         date on which he ceases to be an Employee and the date he meets the
         following requirement(s):

         (a)      He has attained age 60.

         (b)      He has completed five years of Vesting Service.

         ELECTIVE DEFERRAL CONTRIBUTIONS means Contributions made by the
         Employer to fund this Plan in accordance with a qualified cash or
         deferred arrangement as described in Code Section 401 (k). See the
         EMPLOYER CONTRIBUTIONS SECTION of Article III.

         ELIGIBILITY BREAK IN SERVICE means an Eligibility Computation Period in
         which an Employee is credited with 500 or fewer Hours-of-Service. An
         Employee incurs an Eligibility


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         Break in Service on the last day of an Eligibility Computation Period
         in which he has an Eligibility Break in Service.

         ELIGIBILITY COMPUTATION PERIOD means a 12-consecutive month period. The
         first Eligibility Computation Period begins on an Employee's Employment
         Commencement Date. Later Eligibility Computation Periods shall be
         12-consecutive month periods ending on the last day of each Plan Year
         that begins after his Employment Commencement Date.

         To determine an Eligibility Computation Period after an Eligibility
         Break in Service, the Plan shall use the 12-consecutive month period
         beginning on an Employee's Reemployment Commencement Date as if his
         Reemployment Commencement Date were his Employment Commencement Date.

         ELIGIBILITY SERVICE means one year of service for each Eligibility
         Computation Period that has ended and in which an Employee is credited
         with at least 1,000 Hours-of-Service.

         However, Eligibility Service is modified as follows:

         Predecessor Employer service included:

                  An Employee's service with a Predecessor Employer shall be
                  included as service with the Employer.

         Period of Military Duty included:

                  A Period of Military Duty shall be included as service with
                  the Employer to the extent it has not already been credited.
                  For purposes of crediting Hours-of-Service during the Period
                  of Military Duty, an Hour-of-Service shall be credited
                  (without regard to the 501 Hour-of-Service limitation) for
                  each hour an Employee would normally have been scheduled to
                  work for the Employer during such period.

         Controlled Group service included:

                  An Employee's service with a member firm of a Controlled Group
                  while both that firm and the Employer were members of the
                  Controlled Group shall be included as service with the
                  Employer.

         ELIGIBLE EMPLOYEE means any Employee of the Employer excluding the
         following:

              o   Bargaining class (represented by a bargaining unit for
                  collective bargaining purposes). A bargaining unit shall not
                  include any organization more than half of whose members are
                  employees who are owners, officers, or executives of the
                  Employer.
              o   Non-resident aliens.
              o   Self-employed persons,
              o   Independent contractors.


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         ELIGIBLE RETIREMENT PLAN means an individual retirement account
         described in Code Section 408(a), an individual retirement annuity
         described in Code Section 408(b), an annuity plan described in Code
         Section 403(a) or a qualified trust described in Code Section 401(a),
         that accepts the Distributee's Eligible Rollover Distribution.

         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.

         ELIGIBLE ROLLOVER DISTRIBUTION means any distribution of all or any
         portion of the balance to the credit of the Distributee, except that an
         Eligible Rollover Distribution does not include:

         (a)      Any distribution that is one of a series of substantially
                  equal periodic payments (not less frequently than annually)
                  made for the life (or life expectancy) of the Distributee or
                  the joint lives (or joint life expectancies) of the
                  Distributee and the Distributee's designated Beneficiary, or
                  for a specified period of ten years or more.

         (b)      Any distribution to the extent such distribution is required
                  under Code Section 401 (a)(9).

         (c)      The portion of any distribution that is not includible in
                  gross income (determined without regard to the exclusion for
                  net unrealized appreciation with respect to employer
                  securities).

         EMPLOYEE means an individual who is employed by the Employer or any
         other employer required to be aggregated with the Employer under Code
         Sections 414(b), (c), (m) or (o). A Controlled Group member is required
         to be aggregated with the Employer.

         The term Employee shall also include any Leased Employee deemed to be
         an employee of any employer described in the preceding paragraph as
         provided in Code Sections 414(n) or 414(o).

         EMPLOYER means the Primary Employer. This will also include any
         successor corporation or firm of the Employer which shall, by written
         agreement, assume the obligations of this Plan or any predecessor
         corporation or firm of the Employer (absorbed by the Employer, or of
         which the Employer was once a part) which became a predecessor because
         of a change of name, merger, purchase of stock or purchase of assets
         and which maintained this Plan.

         EMPLOYER CONTRIBUTIONS means

                  Elective Deferral Contributions
                  Matching Contributions
                  Qualified Nonelective Contributions

         as set out in Article III, unless the context clearly indicates
         otherwise.



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         EMPLOYMENT COMMENCEMENT DATE means the date an Employee first performs
         an Hour-of-Service.

         ENTRY DATE means the date an Employee first enters the Plan as an
         Active Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

         FISCAL YEAR means the Primary Employer's taxable year. The last day of
         the Fiscal Year is December 31.

         FORFEITURE means the part, if any, of a Participant's Account that is
         forfeited. See the FORFEITURES SECTION of Article III.

         FORFEITURE DATE means, as to a Participant, the date the Participant
         incurs five consecutive Vesting Breaks in Service. A Participant incurs
         a Vesting Break in Service on the last day of the period used to
         determine the Vesting Break in Service.

         This is the date on which the Participant's Nonvested Account will be
         forfeited unless an earlier forfeiture occurs as provided in the
         FORFEITURES SECTION of Article III.

         GROUP CONTRACT means the group annuity contract or contracts into which
         the Trustee enters with the Insurer for the investment of Contributions
         and the payment of benefits under this Plan. The term Group Contract as
         it is used in this Plan is deemed to include the plural unless the
         context clearly indicates otherwise.

         HIGHLY COMPENSATED EMPLOYEE means a highly compensated active Employee
         or a highly compensated former Employee.

         A highly compensated active Employee means any Employee who performs
         service for the Employer during the determination year and who, during
         the look-back year is:

         (a)      An Employee who is a 5% owner, as defined in Section
                  416(i)(1)(B)(i), at any time during the determination year or
                  the look-back year.

         (b)      An Employee who receives compensation in excess of $75,000
                  (indexed in accordance with Section 415(d) during the
                  look-back year.

         (c)      An Employee who receives compensation in excess of $50,000
                  (indexed in accordance with Section 415(d) during the
                  look-back year and is a member of the top-paid group for the
                  look-back year.

         (d)      An Employee who is an officer, within the meaning of Section
                  416(i), during the look-back year and who receives
                  compensation in the look-back year greater than 50% of the
                  dollar limitation in effect under Section 415(b)(1)(A) for the
                  calendar year in which the look-back year begins. The number
                  of officers is limited to 50 (or, if lesser, the greater of 3
                  employees or 10% of employees) excluding those employees who
                  may be excluded in determining the top-paid group.


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         (e)      An Employee who is both described in paragraph b, c or d above
                  when these paragraphs are modified to substitute the
                  determination year for the look-back year and one of the 100
                  Employees who receive the most compensation from the Employer
                  during the determination year.

         If no officer has satisfied the compensation requirement of (c) above
         during either a determination year or look-back year, the highest paid
         officer for such year shall be treated as a Highly Compensated
         Employee.

         For this purpose, the determination year shall be the Plan Year. The
         look-back year shall be the twelve-month period immediately preceding
         the determination year.

         A highly compensated former Employee means any Employee who separated
         from service (or was deemed to have separated) prior to the
         determination year, performs no service for the Employer during the
         determination year, and was a highly compensated active Employee for
         either the separation year or any determination year ending on or after
         the Employee's 55th birthday.

         If an Employee is, during a determination year or look-back year, a
         family member of either a 5 percent owner who is an active or former
         Employee or a Highly Compensated Employee who is one of the 10 most
         highly compensated Employees ranked on the basis of compensation paid
         by the Employer during such year, then the family member and the 5
         percent owner or top-ten highly compensated Employee shall be
         aggregated. In such case, the family member and 5 percent owner or
         top-ten highly compensated Employee shall be treated as a single
         Employee receiving compensation and Plan contributions or benefits
         equal to the sum of such compensation and contributions or benefits of
         the family member and 5 percent owner or top-ten highly compensated
         Employee. For purposes of this definition, family member includes the
         spouse, lineal ascendants and descendants of the Employee or former
         Employee and the spouses of such lineal ascendants and descendants.

         Compensation is compensation within the meaning of Code Section
         415(c)(3), including elective or salary reduction contributions to a
         cafeteria plan, cash or deferred arrangement or tax-sheltered annuity.
         The top-paid group consists of the top 20% of employees ranked on the
         basis of compensation received during the year.

         Employers aggregated under Section 414(b), (c), (m) or (o) are treated
         as a single Employer.

         HOUR-OF-SERVICE means the following:

         (a)      Each hour for which an Employee is paid, or entitled to
                  payment, for performing duties for the Employer during the
                  applicable computation period.

         (b)      Each hour for which an Employee is paid, or entitled to
                  payment, by the Employer because of a period of time in which
                  no duties are performed (irrespective of whether the
                  employment relationship has terminated) due to vacation,
                  holiday, illness, incapacity (including disability), layoff,
                  jury duty, military duty or leave of absence.


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                  Notwithstanding the preceding provisions of this subparagraph
                  (b), no credit will be given to the Employee

                  (1)      for more than 501 Hours-of-Service under this
                           subparagraph (b) because of any single continuous
                           period in which the Employee performs no duties
                           (whether or not such period occurs in a single
                           computation period); or

                  (2)      for an Hour-of-Service for which the Employee is
                           directly or indirectly paid, or entitled to payment,
                           because of a period in which no duties are performed
                           if such payment is made or due under a plan
                           maintained solely for the purpose of complying with
                           applicable worker's or workmen's compensation, or
                           unemployment compensation or disability insurance
                           laws; or

                  (3)      for an Hour-of-Service for a payment which solely
                           reimburses the Employee for medical or medically
                           related expenses incurred by him.

                  For purposes of this subparagraph (b), a payment shall be
                  deemed to be made by, or due from the Employer, regardless of
                  whether such payment is made by, or due from the Employer,
                  directly or indirectly through, among others, a trust fund or
                  insurer, to which the Employer contributes or pays premiums
                  and regardless of whether contributions made or due to the
                  trust fund, insurer or other entity are for the benefit of
                  particular employees or are on behalf of a group of employees
                  in the aggregate.

         (c)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Employer. The
                  same Hours-of-Service shall not be credited both under
                  subparagraph (a) or subparagraph (b) above (as the case may
                  be) and under this subparagraph (c). Crediting of
                  Hours-of-Service for back pay awarded or agreed to with
                  respect to periods described in subparagraph (b) above will be
                  subject to the limitations set forth in that subparagraph.

         The crediting of Hours-of-Service above shall be applied under the
         rules of paragraphs (b) and (c) of the Department of Labor Regulation
         2530.200b-2 (including any interpretations or opinions implementing
         said rules); which rules, by this reference, are specifically
         incorporated in full within this Plan. The reference to paragraph (b)
         applies to the special rule for determining hours of service for
         reasons other than the performance of duties such as payments
         calculated (or not calculated) on the basis of units of time and the
         rule against double credit. The reference to paragraph (c) applies to
         the crediting of hours of service to computation periods.

         Hours-of-Service shall be credited for employment with any other
         employer required to be aggregated with the Employer under Code
         Sections 414(b), (c), (m) or (o) and the regulations thereunder for
         purposes of eligibility and vesting. Hours-of-Service shall also be
         credited for any individual who is considered an employee for purposes
         of this Plan pursuant to Code Section 414(n) or Code Section 414(o) and
         the regulations thereunder.



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         Solely for purposes of determining whether a one-year break in service
         has occurred for eligibility or vesting purposes, during a Parental
         Absence an Employee shall be credited with the Hours-of-Service which
         otherwise would normally have been credited to the Employee but for
         such absence, or in any case in which such hours cannot be determined,
         eight Hours-of-Service per day of such absence. The Hours-of-Service
         credited under this paragraph shall be credited in the computation
         period in which the absence begins if the crediting is necessary to
         prevent a break in service in that period; or in all other cases, in
         the following computation period.

         INACTIVE PARTICIPANT means a former Active Participant who has an
         Account. See the INACTIVE PARTICIPANT SECTION of Article II.

         INSURER means Principal Life Insurance Company and any other insurance
         company or companies named by the Trustee or Primary Employer.

         INVESTMENT FUNDS means the investment funds designated by the Trustee
         for the investment of Plan assets pursuant to Article IV, which,
         together with promissory notes evidencing loans made under section
         5.06, constitute the Trust Fund. The Qualifying Employer Securities
         Fund shall be an Investment Fund.

         INVESTMENT MANAGER means any fiduciary (other than a trustee or Named
         Fiduciary)

         (a)      who has the power to manage, acquire, or dispose of any assets
                  of the Plan; and

         (b)      who (1) is registered as an investment adviser under the
                  Investment Advisers Act of 1940, or (2) is a bank, as defined
                  in the Investment Advisers Act of 1940, or (3) is an insurance
                  company qualified to perform services described in
                  subparagraph (a) above under the laws of more than one state;
                  and

         (c)      who has acknowledged in writing being a fiduciary with respect
                  to the Plan.

         LATE RETIREMENT DATE means the first day of any month which is after a
         Participant's Normal Retirement Date and on which retirement benefits
         begin. If a Participant continues to work for the Employer after his
         Normal Retirement Date, his Late Retirement Date shall be the earliest
         first day of the month on or after he ceases to be an Employee. An
         earlier or a later Retirement Date may apply if the Participant so
         elects. An earlier Retirement Date may apply if the Participant is age
         70 1/2 See the WHEN BENEFITS START SECTION of Article V.

         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 Code Section 414(n)(6)) on a substantially full time
         basis for a period of at least one year, and such services are of a
         type historically performed by employees in the business field of the
         recipient employer. Contributions or benefits provided a Leased


                                       11

<PAGE>



         Employee by the leasing organization which are attributable to service
         performed for the recipient employer shall be treated as provided by
         the recipient employer.

         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 (1) a nonintegrated employer contribution rate of at
                  least 10 percent of compensation, as defined in Code Section
                  415(c)(3), but including amounts contributed pursuant to a
                  salary reduction agreement which are excludable from the
                  employee's gross income under Code Sections 125, 402(e)(3),
                  402(h) or 403(b), (2) immediate participation, and (3) full
                  and immediate vesting and

         (b)      Leased Employees do not constitute more than 20 percent of the
                  recipient's nonhighly compensated workforce.

         LOAN ADMINISTRATOR means the person or positions authorized to
         administer the Participant loan program.

         The Loan Administrator is the Plan Administrator.

         MATCHING CONTRIBUTIONS means matching contributions made by the
         Employer to fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of
         Article III.

         MONTHLY DATE means each Yearly Date and the same day of each following
         month during the Plan Year beginning on such Yearly Date.

         NAMED FIDUCIARY means the person or persons who have authority to
         control and manage the operation and administration of the Plan.

         The Named Fiduciary is the Employer.

         NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the Employer who is
         neither a Highly Compensated Employee nor a Family Member.

         NONVESTED ACCOUNT means the part, if any, of a Participant's Account
         that is in excess of his Vested Account.

         NORMAL RETIREMENT AGE means the age at which the Participant's normal
         retirement benefit becomes nonforfeitable. A Participant's Normal
         Retirement Age is the older of age 65 or his age on the date five years
         after the first day of the Plan Year in which his Entry Date occurred.

         NORMAL RETIREMENT DATE means the earliest first day of the month on or
         after the date the Participant reaches his Normal Retirement Age.
         Unless otherwise provided in this Plan, a Participant's retirement
         benefits shall begin on a Participant's Normal Retirement Date if he
         has ceased to be an Employee on such date and has a Vested Account.
         Even if the


                                       12

<PAGE>



         Participant is an Employee on his Normal Retirement Date, he may choose
         to have his retirement benefit begin on such date. An earlier
         Retirement Date may apply if the Participant is age 70 1/2. See the
         WHEN BENEFITS START SECTION of Article V.

         PARENTAL ABSENCE means an Employee's absence from work which begins on
         or after the first Yearly Date after December 31, 1984,

         (a)      by reason of pregnancy of the Employee,

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

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

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

         PARTICIPANT means either an Active Participant or an Inactive
         Participant.

         PERIOD OF MILITARY DUTY means, for an Employee

         (a)      who served as a member of the armed forces of the United
                  States, and

         (b)      who was reemployed by the Employer at a time when the Employee
                  had a right to reemployment in accordance with seniority
                  rights as protected under Section 2021 through 2026 of Title
                  38 of the U. S. Code,

         the period of time from the date the Employee was first absent from
         active work for the Employer because of such military duty to the date
         the Employee was reemployed.

         PLAN means the 401 (k) savings plan of the Employer set forth in this
         document, including any later amendments to it.

         PLAN ADMINISTRATOR means the person or persons who administer the Plan.

         The Plan Administrator is the senior officer for Human Resources of the
         Employer unless a different person is appointed by the Employer.

         PLAN YEAR means a period beginning on a Yearly Date and ending on the
         day before the next Yearly Date.

         PREDECESSOR EMPLOYER means any affiliated employer.

         PRIMARY EMPLOYER means The Warwick Savings Bank.



                                       13

<PAGE>



         QUALIFIED NONELECTIVE CONTRIBUTIONS means contributions (other than
         Employer Contributions made to the Plan on behalf of a Participant on
         account of Elective Deferral Contributions or on account of
         contributions made by the Participant) made by the Employer to fund
         this Plan which an Employee may not elect to have paid to him in cash
         instead of being contributed to the Plan and which are subject to the
         distribution and nonforfeitability requirements under Code Section
         401(k). See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

         QUALIFYING EMPLOYER SECURITIES means any security which is issued by
         the Employer or any Controlled Group member and which meets the
         requirements of Code Section 409(l) and Section 407(d)(5) of the
         Employee Retirement Income Securities Act of 1974, as amended
         ("ERISA"). This shall also include any securities that satisfied the
         requirements of the definition when these securities were assigned to
         the Plan.

         QUALIFYING EMPLOYER SECURITIES FUND means that part of the assets of
         the Trust Fund that are designated to be held primarily or exclusively
         in Qualifying Employer Securities for the purpose of providing benefits
         for Participants.

         REEMPLOYMENT COMMENCEMENT DATE means the date an Employee first
         performs an Hour-of-Service following an Eligibility Break in Service.

         REENTRY DATE means the date a former Active Participant reenters the
         Plan. See the ACTIVE PARTICIPANT SECTION of Article II.

         RETIREMENT DATE means the date a retirement benefit will begin and is a
         Participant's Early, Normal or Late Retirement Date, as the case may
         be.

         ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made
         by or for a Participant according to the provisions of the ROLLOVER
         CONTRIBUTIONS SECTION of Article III.

         SEMI-YEARLY DATE means each Yearly Date and the sixth Monthly Date
         after each Yearly Date which is within the same Plan Year.

         STARTING DATE means, for a Participant, the first day of the first
         period for which an amount is payable in a single sum, whether or not
         paid.

         TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

         TEFRA COMPLIANCE DATE means the date a plan is to comply with the
         provisions of TEFRA. The TEFRA Compliance Date as used in this Plan is,

         (a)      for purposes of contribution limitations, Code Section 415,

                  (1)      if the plan was in effect on July 1, 1982, the first
                           day of the first limitation year which begins after
                           December 31, 1982, or


                                       14

<PAGE>



                  (2)      if the plan was not in effect on July 1, 1982, the
                           first day of the first limitation year which ends
                           after July 1, 1982.

         (b)      for all other purposes, the first Yearly Date after December
                  31, 1983.

         TOTALLY AND PERMANENTLY DISABLED means that a Participant is disabled,
         as a result of a medically determinable physical or mental impairment
         which may be expected to result in death or to last for a continuous
         period of not less than twelve (12) months and which renders him
         incapable of performing his duties. All determinations in connection
         with the performance and degree of such disability shall be made by the
         Plan Administrator in a uniform, nondiscriminatory manner on the basis
         of medical evidence.

         TRUST means an agreement of trust between the Primary Employer and
         Trustee established for the purpose of holding and distributing the
         Trust Fund under the provisions of the Plan. The Trust may provide for
         the investment of all or any portion of the Trust Fund in the Group
         Contract.

         TRUST FUND means the total funds held under the Trust for the purpose
         of providing benefits for Participants. These funds result from
         Contributions made under the Plan which are forwarded to the Trustee to
         be deposited in the Trust Fund.

         TRUSTEE means the trustee or trustees under the Trust. The term Trustee
         as it is used in this Plan is deemed to include the plural unless the
         context clearly indicates otherwise.

         VALUATION DATE means the date on which the value of the assets of the
         Trust is determined. The value of each Account which is maintained
         under this Plan shall be determined on the Valuation Date. In each Plan
         Year, the Valuation Date shall be the last day of the Plan Year. In
         addition, the Plan Administrator may designate from time to time, so
         long as the Trustee agrees, that another date or dates shall be
         Valuation Dates with respect to a specific Plan Year.

         VESTED ACCOUNT means the vested part of a Participant's Account. The
         Participant's Vested Account is determined as follows.

         If the Participant's Vesting Percentage is 100%, his Vested Account
         equals his Account.

         If the Participant's Vesting Percentage is less than 100%, his Vested
         Account equals the sum of (a) and (b) below:

         (a)      The part of the Participant's Account that results from
                  Employer Contributions made before a prior Forfeiture Date and
                  all other Contributions which were 100% vested when made.

         (b)      The balance of the Participant's Account in excess of the
                  amount in (a) above multiplied by his Vesting Percentage.



                                       15

<PAGE>



         If the Participant has withdrawn any part of his Account resulting from
         Employer Contributions, other than the vested Employer Contributions
         included in (a) above, the amount determined under this subparagraph
         (b) shall be equal to P(AB + D) - D as defined below:

         P        The Participant's Vesting Percentage.

         AB       The balance of the Participant's Account in excess of the
                  amount in (a) above.

         D        The amount of withdrawal resulting from Employer
                  Contributions, other than the vested Employer Contributions
                  included in (a) above.

         The Participant's Vested Account is nonforfeitable.

         VESTING BREAK IN SERVICE means a Vesting Computation Period in which an
         Employee is credited with 500 or fewer Hours-of-Service. An Employee
         incurs a Vesting Break in Service on the last day of a Vesting
         Computation Period in which he has a Vesting Break in Service.

         VESTING COMPUTATION PERIOD means a 12-consecutive month period ending
         on the last day of each Plan Year, including corresponding
         12-consecutive month periods before March 1, 1987.

         VESTING PERCENTAGE means the percentage used to determine the
         nonforfeitable portion of a Participant's Account attributable to
         Employer Contributions which were not 100% vested when made.

         A Participant's Vesting Percentage is shown in the following schedule
         opposite the number of whole years of his Vesting Service.


           VESTING SERVICE                             VESTING
            (whole years)                            PERCENTAGE
             Less than 1                                  0
                  1                                      20
                  2                                      40
                  3                                      60
                  4                                      80
              5 or more                                  100

         However, the Vesting Percentage for a Participant who is an Employee on
         or after the earliest of (i) the date he reaches his Normal Retirement
         Age, (ii) the date of his death, (iii) the date he meets the
         requirement(s) for an Early Retirement Date, or (iv) the date he
         becomes Totally and Permanently Disabled, shall be 100% on such date.



                                       16

<PAGE>



         If the schedule used to determine a Participant's Vesting Percentage is
         changed, the new schedule shall not apply to a Participant unless he is
         credited with an Hour-of-Service on or after the date of the change and
         the Participant's nonforfeitable percentage on the day before the date
         of the change is not reduced under this Plan. The amendment provisions
         of the AMENDMENT SECTION of Article IX regarding changes in the
         computation of the Vesting Percentage shall apply.

         VESTING SERVICE means one year of service for each Vesting Computation
         Period in which an Employee is credited with at least 1,000
         Hours-of-Service.

         However, Vesting Service is modified as follows:

         Predecessor Employer service included:

                  An Employee's service with a Predecessor Employer shall be
                  included as service with the Employer.

         Period of Military Duty included:

                  A Period of Military Duty shall be included as service with
                  the Employer to the extent it has not already been credited.
                  For purposes of crediting Hours-of-Service during the Period
                  of Military Duty, an Hour-of-Service shall be credited
                  (without regard to the 501 Hour-of-Service limitation) for
                  each hour an Employee would normally have been scheduled to
                  work for the Employer during such period.

         Controlled Group service included:

                  An Employee's service with a member firm of a Controlled Group
                  while both that firm and the Employer were members of the
                  Controlled Group shall be included as service with the
                  Employer.

         YEARLY DATE means March 1, 1987, and each following January 1.

         YEARS OF SERVICE means an Employee's Vesting Service disregarding any
         modifications which exclude service.



                                       17

<PAGE>



                                   ARTICLE II

                                  PARTICIPATION

SECTION 2.01 -- ACTIVE PARTICIPANT.

         (a)      An Employee shall first become an Active Participant (begin
                  active participation in the Plan) on the earliest Semi-yearly
                  Date on or after August 1, 2000, on which he is an Eligible
                  Employee and has met both of the eligibility requirements set
                  forth below. This date is his Entry Date.

                  (1)      He has completed one year of Eligibility Service
                           before his Entry Date.

                  (2)      He is age 21 or older.

                  Each Employee who was an Active Participant under the Plan on
                  July 31, 2000, shall continue to be an Active Participant if
                  he is still an Eligible Employee on August 1, 2000, and his
                  Entry Date shall not change.

                  If a person has been an Eligible Employee who has met all the
                  eligibility requirements above, but is not an Eligible
                  Employee on the date which would have been his Entry Date, he
                  shall become an Active Participant on the date he again
                  becomes an Eligible Employee. This date is his Entry Date.

         (b)      An Inactive Participant shall again become an Active
                  Participant (resume active participation in the Plan) on the
                  date he again performs an Hour-of-Service as an Eligible
                  Employee. This date is his Reentry Date.

                  Upon again becoming an Active Participant, he shall cease to
                  be an Inactive Participant.

         (c)      A former Participant shall again become an Active Participant
                  (resume active participation in the Plan) on the date he again
                  performs an Hour-of-Service as an Eligible Employee. This date
                  is his Reentry Date.

         An Active Participant or an Eligible Employee may elect not to be an
Active Participant. The election may be for a specified or an indefinite period
of time. The election shall be made by filing a written request with the Plan
Administrator not to be an Active Participant. Employer Contributions shall not
be made for the Eligible Employee, allocated to the Eligible Employee, and he
may not make those participant Contributions which can only be made by Active
Participants for any period during which he is not an Active Participant. The
Eligible Employee may at any time revoke such election and,

         (d)      if he has met all of the other eligibility requirements under
                  this section and his Entry Date has occurred, he shall become
                  an Active Participant as of the date of such revocation, or


                                       18

<PAGE>



         (e)      if he has met all of the other eligibility requirements under
                  this section and his Entry Date has not occurred, he shall
                  become an Active Participant as provided in this section, or

         (f)      if he has not met all of the other eligibility requirements
                  under this section, he shall become an Active Participant as
                  provided in this section.

         There shall be no duplication of benefits for a Participant under this
         Plan because of more than one period as an Active Participant.

SECTION 2.02 -- INACTIVE PARTICIPANT.

         An Active Participant shall become an Inactive Participant (stop
accruing benefits under the Plan) on the earlier of the following:

         (a)      The date on which he ceases to be an Eligible Employee (on his
                  Retirement Date if the date he ceases to be an Eligible
                  Employee occurs within one month of his Retirement Date).

         (b)      The effective date of complete termination of the Plan.

         An Employee or former Employee who was an Inactive Participant under
the Plan on July 31, 2000, shall continue to be an Inactive Participant on
August 1, 2000. Eligibility for any benefits payable to him or on his behalf and
the amount of the benefits shall be determined according to the provisions of
the prior document, unless otherwise stated in this document.

SECTION 2.03 -- CESSATION OF PARTICIPATION.

         A Participant shall cease to be a Participant on the date he is no
longer an Eligible Employee and his Account is zero.

SECTION 2.04 -- ADOPTING EMPLOYERS - SINGLE PLAN.

         Each of the employers listed in the attached participation agreement is
an Adopting Employer. Each Adopting Employer listed in the attached
participation agreement participates with the Employer in this Plan. An Adopting
Employer's agreement to participate in this Plan shall be in writing.

         If the Adopting Employer did not maintain its plan before its date of
adoption specified below, its date of adoption shall be the Entry Date for any
of its employees who have met the requirements in the ACTIVE PARTICIPANT SECTION
of Article II as of that date. Service with and earnings from an Adopting
Employer shall be included as service with and earnings from the Employer.
Transfer of employment, without interruption, between an Adopting Employer and
another Adopting Employer or the Employer shall not be considered an
interruption of service.



                                       19

<PAGE>



         Contributions made by an Adopting Employer shall be treated as
Contributions made by the Employer. Forfeitures arising from those Contributions
shall be used for the benefit of all Participants.

         An employer shall not be an Adopting Employer if it ceases to be
controlled by or affiliated with the Employer. Such an employer may continue a
retirement plan for its employees in the form of a separate document.

         If an employer ceases to be an Adopting Employer and does not continue
a retirement plan for the benefit of its employees, partial termination may
result and the provisions of Article VII apply.

SECTION 2.05 -- VETERANS REEMPLOYMENT RIGHTS.

         The Plan shall meet the requirement of section 414(u) of the Code with
respect to the veterans' reemployment rights.


                                       20

<PAGE>



                                   ARTICLE III

                                  CONTRIBUTIONS

SECTION 3.01 -- EMPLOYER CONTRIBUTIONS.

         Employer Contributions for Plan Years which end on or after August 1,
2000, may be made without regard to current or accumulated net income, earnings,
or profits of the Employer. Notwithstanding the foregoing, the Plan shall
continue to be designed to qualify as a profit sharing plan for purposes of Code
Sections 401(a), 402, 412, and 417. Such Contributions will be equal to the
Employer Contributions as described below:

         (a)      The amount of each Elective Deferral Contribution for a
                  Participant shall be equal to any whole percentage (not more
                  than 15%) of his Compensation for the pay period as elected in
                  his elective deferral agreement. An Employee who is eligible
                  to participate in the Plan may file an elective deferral
                  agreement with the Employer. The elective deferral agreement
                  to start Elective Deferral Contributions may be effective on a
                  Participant's Entry Date (Reentry Date, if applicable) or any
                  following Semi-yearly Date. The Participant shall make any
                  change or terminate the elective deferral agreement by filing
                  a new elective deferral agreement. A Participant's elective
                  deferral agreement making a change may be effective on any
                  date an elective deferral agreement to start Elective Deferral
                  Contributions could be effective. A Participant's elective
                  deferral agreement to stop Elective Deferral Contributions may
                  be effective on any date. The elective deferral agreement must
                  be in writing and effective before the beginning of the pay
                  period in which Elective Deferral Contributions are to start,
                  change or stop.

                  Elective Deferral Contributions are fully (100%) vested and
                  nonforfeitable.

         (b)      The amount of each Matching Contribution for a Participant
                  shall be equal to a percentage as determined by the Employer,
                  of the Elective Deferral Contributions made for him for the
                  pay period, disregarding any Elective Deferral Contributions
                  in excess of 3% of his Compensation for the pay period.

                  Matching Contributions are subject to the Vesting Percentage.

         (c)      The amount of each Qualified Nonelective Contribution shall be
                  determined by the Employer. Qualified Nonelective
                  Contributions shall be made only in those Plan Years when
                  needed to satisfy the Average Deferral Percentage test
                  according to the EXCESS AMOUNTS SECTION of Article III. A
                  Qualified Nonelective Contribution shall be made for a
                  Participant only if he is a Nonhighly Compensated Employee.

                  Qualified Nonelective Contributions are fully (100%) vested
                  and nonforfeitable.



                                       21

<PAGE>



         No Participant shall be permitted to have Elective Deferral
Contributions, as defined in the EXCESS AMOUNTS SECTION of Article III, made
under this Plan, or any other qualified plan maintained by the Employer, during
any taxable year, in excess of the dollar limitation contained in Code Section
402(g) in effect at the beginning of such taxable year.

         The Employer may make all or any portion of the Matching Contributions,
which are to be invested in Qualifying Employer Securities, to the Trustee in
the form of Qualifying Employer Securities.

         The Employer shall pay to the Trustee its Contributions used to
determine the Actual Deferral Percentage, as defined in the EXCESS AMOUNTS
SECTION of Article III, to the Plan for each Plan Year not later than the end of
the twelve-month period immediately following the Plan Year for which they are
deemed to be paid. Any such Contributions accumulated through payroll deductions
shall be paid within 90 days of the date withheld or the date it is first
reasonably practical for the Employer to do so, if earlier.

         A portion of the Plan assets resulting from Employer Contributions (but
not more than the original amount of those Contributions) may be returned if the
Employer Contributions are made because of a mistake of fact or are more than
the amount deductible under Code Section 404 (excluding any amount which is not
deductible because the Plan is disqualified). The amount involved must be
returned to the Employer within one year after the date the Employer
Contributions are made by mistake of fact or the date the deduction is
disallowed, whichever applies. Except as provided under this paragraph and
Article VII, the assets of the Plan shall never be used for the benefit of the
Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of
administering the Plan.

SECTION 3.01A -- ROLLOVER CONTRIBUTIONS.

         A Rollover Contribution may be made by or for an Eligible Employee if
the following conditions are met:

         (a)      The Contribution is a rollover contribution which the Code
                  permits to be transferred to a plan that meets the
                  requirements of Code Section 401 (a).

         (b)      If the Contribution is made by the Eligible Employee, it is
                  made within sixty days after he receives the distribution.

         (c)      The Eligible Employee furnishes evidence satisfactory to the
                  Plan Administrator that the proposed transfer is in fact a
                  rollover contribution that meets conditions (a) and (b) above.

         The Rollover Contribution may be made by the Eligible Employee or the
Eligible Employee may direct the trustee or named fiduciary of another plan to
transfer the funds which would otherwise be a Rollover Contribution directly to
this Plan. Such transferred funds shall be called a Rollover Contribution. The
Contribution shall be made according to procedures set up by the Plan
Administrator.


                                       22

<PAGE>



         Rollover Contributions made by or for an Eligible Employee shall be
credited to his Account. The part of the Participant's Account resulting from
Rollover Contributions is fully (100%) vested and nonforfeitable at all times. A
separate accounting record shall be maintained for that part of his Rollover
Contribution which consists of voluntary contributions that were deducted from
the Participant's gross income for Federal income tax purposes.

SECTION 3.02 -- FORFEITURES.

         The Nonvested Account of a Participant shall be forfeited as of the
earlier of the following: the date of the Participant's death, if prior to such
date he had ceased to be an Employee; or his Forfeiture Date. All or a part of a
Participant's Nonvested Account will be forfeited if, after he ceases to be an
Employee, he receives a distribution of his entire Vested Account or a
distribution of his Vested Account derived from Employer Contributions which
were not 100% vested when made according to the provisions of the VESTED
BENEFITS SECTION of Article V or the SMALL AMOUNTS SECTION of Article IX. If a
Participant's Vested Account is zero on the date he ceases to be an Employee, he
shall be deemed to have received a distribution of his entire Vested Account on
such date. The forfeiture will occur as of the date he receives the distribution
or on the date such provision became effective, if later. If he receives a
distribution of his entire Vested Account, his entire Nonvested Account will be
forfeited. If he receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested when made, but less than his entire
Vested Account, the amount to be forfeited will be determined by multiplying his
Nonvested Account by a fraction. The numerator of the fraction is the amount of
the distribution derived from Employer Contributions which were not 100% vested
when made and the denominator of the fraction is his entire Vested Account
derived from such Employer Contributions on the date of distribution.

         A Forfeiture shall also occur as described in the EXCESS AMOUNTS
SECTION of Article III.

         Forfeitures may first be applied to pay expenses under the Plan which
would otherwise be paid by the Employer.

         Forfeitures not used to pay expenses shall be applied to reduce the
earliest Employer Contributions made after the Forfeitures are determined.
Forfeitures shall be determined at least once during each taxable year of the
Employer. Upon their application, such Forfeitures shall be deemed to be
Employer Contributions.

         Forfeitures of Matching Contributions which relate to excess amounts
shall be applied as provided in the EXCESS AMOUNTS SECTION of Article III.

         If a Participant again becomes an Eligible Employee after receiving a
distribution which caused his Nonvested Account to be forfeited, he shall have
the right to repay to the Plan the entire amount of the distribution he received
(excluding any amount of such distribution resulting from Contributions which
were 100% vested when made). The repayment must be made before the earlier of
the date five years after the date he again becomes an Eligible Employee or the
end of the first period of five consecutive Vesting Breaks in Service which
begin after the date of the distribution.



                                       23

<PAGE>



         If the Participant makes the repayment provided above, the Plan
Administrator shall restore to his Account an amount equal to his Nonvested
Account which was forfeited on the date of distribution, unadjusted for any
investment gains or losses. If the amount of the repayment is zero dollars
because the Participant was deemed to have received a distribution or the plan
did not have repayment provisions in effect on the date the distribution was
made and he again performs an Hour-of-Service as an Eligible Employee within the
repayment period, the Plan Administrator shall restore the Participant's Account
as if he had made a required repayment on the date he performed such Hour-of
-Service. Restoration of the Participant's Account shall include restoration of
all Code Section 411 (d) (6) protected benefits with respect to that restored
Account, according to applicable Treasury regulations. Provided, however, the
Plan Administrator shall not restore the Nonvested Account if a Forfeiture Date
has occurred after the date of the distribution and on or before the date of
repayment and that Forfeiture Date would result in a complete forfeiture of the
amount the Plan Administrator would otherwise restore.

         The Plan Administrator shall restore the Participant's Account by the
close of the Plan Year following the Plan Year in which repayment is made.
Permissible sources for restoration are Forfeitures or Employer Contributions.
The Employer shall contribute, without regard to any requirement or condition of
the EMPLOYER CONTRIBUTIONS SECTION of Article III, such additional amount needed
to make the required restoration. The repaid and restored amounts are not
included in the Participant's Annual Addition, as defined in the CONTRIBUTION
LIMITATION SECTION of Article III.

SECTION 3.03 -- ALLOCATION.

         The following Contributions for each Plan Year shall be allocated to
each Participant for whom such Contributions were made under the EMPLOYER
CONTRIBUTIONS SECTION of Article III:

         Elective Deferral Contributions
         Matching Contributions

These Contributions shall be allocated when made and credited to the
Participant's Account.

         The following Contributions are allocated as of the last day of the
Plan Year to each eligible person for whom they are made and credited to his
Account:

         Qualified Nonelective Contributions

         Qualified Nonelective Contributions shall be made in those Plan Years
when needed to satisfy the Average Deferral Percentage test according to the
EXCESS AMOUNTS SECTION of Article III. For purposes of this allocation, only
Nonhighly Compensated Employees shall be eligible persons.

         In determining the amount of Employer Contributions to be allocated to
a Participant who is a Leased Employee, contributions and benefits provided by
the leasing organization which are


                                       24

<PAGE>



attributable to services such Leased Employee performs for the Employer shall be
treated as provided by the Employer and there shall be no duplication of those
contributions or benefits under this Plan.

SECTION 3.04 -- CONTRIBUTION LIMITATION.

         (a)      For the purpose of determining the contribution limitation set
                  forth in this section, the following terms are defined:

                  AGGREGATE ANNUAL ADDITION means, for a Participant with
                  respect to any Limitation Year, the sum of his Annual
                  Additions under all defined contribution plans of the
                  Employer, as defined in this section, for such Limitation
                  Year. The nondeductible participant contributions which the
                  Participant makes to a defined benefit plan shall be treated
                  as Annual Additions to a defined contribution plan. The
                  Contributions the Employer, as defined in this section, made
                  for the Participant for a Plan Year beginning on or after
                  March 31, 1984, to an individual medical benefit account, as
                  defined in Code Section 415(l)(2), under a pension or annuity
                  plan of the Employer, as defined in this section, shall be
                  treated as Annual Additions to a defined contribution plan.
                  Also, amounts derived from contributions paid or accrued after
                  December 31, 1985, in Fiscal 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 Code Section 419A(d)(3), under a welfare benefit
                  fund, as defined in Code Section 419(e), maintained by the
                  Employer, as defined in this section, are treated as Annual
                  Additions to a defined contribution plan. The 25% of
                  Compensation limit under Maximum Permissible Amount does not
                  apply to Annual Additions resulting from contributions made to
                  an individual medical account, as defined in Code Section
                  415(1)(2), or to Annual Additions resulting from contributions
                  for medical benefits, within the meaning of Code Section 419A,
                  after separation from service.

                  ANNUAL ADDITION means the amount added to a Participant's
                  account for any Limitation Year which may not exceed the
                  Maximum Permissible Amount. The Annual Addition under any plan
                  for a Participant with respect to any Limitation Year, shall
                  be equal to the sum of (1) and (2) below:

                  (1)      Employer contributions (including Elective Deferral
                           Contributions) and forfeitures credited to his
                           account for the Limitation Year.

                  (2)      Participant contributions made by him for the
                           Limitation Year.

                  Before the first Limitation Year beginning after December 31,
                  1986, the amount under (2) above is the lesser of (i) 1/2 of
                  his nondeductible participant contributions made for the
                  Limitation Year, or (ii) the amount, if any, of his
                  nondeductible participant contributions made for the
                  Limitation Year which is in excess of six percent of his
                  Compensation, as defined in this section, for such Limitation
                  Year.



                                       25

<PAGE>



                  COMPENSATION means all wages for Federal income tax
                  withholding purposes, as defined under Code Section 3401 (a)
                  (for purposes of income tax withholding at the source),
                  disregarding any rules limiting the remuneration included as
                  wages based on the nature or location of the employment or the
                  services performed. Compensation also includes all other
                  payments to an Employee in the course of the Employer's trade
                  or business, for which the Employer must furnish the Employee
                  a written statement under Code Sections 6041(d) and
                  6051(a)(3). "The Wages, Tips and Other Compensation" box on
                  Form W-2 satisfies this definition.

                  For any self-employed individual Compensation will mean earned
                  income.

                  For purposes of applying the limitations of this section,
                  Compensation for a Limitation Year is the Compensation
                  actually paid or made available during such Limitation Year.

                  DEFINED BENEFIT PLAN FRACTION means, with respect to a
                  Limitation Year for a Participant who is or has been a
                  participant in a defined benefit plan ever maintained by the
                  Employer, as defined in this section, the quotient, expressed
                  as a decimal, of

                  (1)      the Participant's Projected Annual Benefit under all
                           such plans as of the close of such Limitation Year,
                           divided by

                  (2)      on and after the TEFRA Compliance Date, the lesser of
                           (i) or (ii) below:

                           (i)      1.25 multiplied by the maximum dollar
                                    limitation which applies to defined benefit
                                    plans determined for the Limitation Year
                                    under Code Sections 415(b) or (d) or

                           (ii)     1.4 multiplied by the Participant's highest
                                    average compensation as defined in the
                                    defined benefit plan(s),

                           including any adjustments under Code Section 415(b).

                           Before the TEFRA Compliance Date, this denominator is
                           the Participant's Projected Annual Benefit as of the
                           close of the Limitation Year if the plan(s) provided
                           the maximum benefit allowable.

                  The Defined Benefit Plan Fraction shall be modified as
                  follows:

                  If the Participant was a participant as of the first day of
                  the first Limitation Year beginning after December 31, 1986,
                  in one or more defined benefit plans maintained by the
                  Employer, as defined in this section, which were in existence
                  on May 6, 1986, the denominator of this fraction will not be
                  less than 125 percent of the sum of the annual benefits under
                  such plans which the Participant had accrued as of the close
                  of the last Limitation Year beginning before January 1, 1987,
                  disregarding any changes in the terms and conditions of the
                  plan after May 5, 1986. The preceding sentence


                                       26

<PAGE>



                  applies only if the defined benefit plans individually and in
                  the aggregate satisfied the requirements of Code Section 415
                  for all Limitation Years beginning before January 1, 1987.

                  DEFINED CONTRIBUTION PLAN FRACTION means, for a Participant
                  with respect to a Limitation Year, the quotient, expressed as
                  a decimal, of

                  (1)      the Participant's Aggregate Annual Additions for such
                           Limitation Year and all prior Limitation Years, under
                           all defined contribution plans (including the
                           Aggregate Annual Additions attributable to
                           nondeductible accounts under defined benefit plans
                           and attributable to all welfare benefit funds, as
                           defined in Code Section 419(e) and attributable to
                           individual medical accounts, as defined in Code
                           Section 415(l)(2)) ever maintained by the Employer,
                           as defined in this section, divided by

                  (2)      on and after the TEFRA Compliance Date, the sum of
                           the amount determined for the Limitation Year under
                           (i) or (ii) below, whichever is less, and the amounts
                           determined in the same manner for all prior
                           Limitation Years during which he has been an Employee
                           or an employee of a predecessor employer:

                           (i)      1.25 multiplied by the maximum permissible
                                    dollar amount for each such Limitation Year,
                                    or

                           (ii)     1.4 multiplied by the maximum permissible
                                    percentage of the Participant's
                                    Compensation, as defined in this section,
                                    for each such Limitation Year.

                           Before the TEFRA Compliance Date, this denominator is
                           the sum of the maximum allowable amount of Annual
                           Addition to his account(s) under all the plan(s) of
                           the Employer, as defined in this section, for each
                           such Limitation Year.

                  The Defined Contribution Plan Fraction shall be modified as
                  follows:

                  If the Participant was a participant as of the first day of
                  the first Limitation Year beginning after December 31, 1986,
                  in one or more defined contribution plans maintained by the
                  Employer, as defined in this section, which were in existence
                  on May 6, 1986, the numerator of this fraction shall be
                  adjusted if the sum of the Defined Contribution Plan Fraction
                  and Defined Benefit Plan Fraction would otherwise exceed 1.0
                  under the terms of this Plan. Under the adjustment, the dollar
                  amount determined below shall be permanently subtracted from
                  the numerator of this fraction. The dollar amount is equal to
                  the excess of the sum of the two fractions, before adjustment,
                  over 1.0 multiplied by the denominator of his Defined
                  Contribution Plan Fraction. The adjustment is calculated using
                  his Defined Contribution Plan Fraction and Defined Benefit
                  Plan Fraction as they would be computed as of the end of the
                  last Limitation Year beginning before January 1, 1987,


                                       27

<PAGE>



                  and disregarding any changes in the terms and conditions of
                  the plan made after May 5, 1986, but using the Code Section
                  415 limitations applicable to the first Limitation Year
                  beginning on or after January 1, 1987.

                  The Annual Addition for any Limitation Year beginning before
                  January 1, 1987, shall not be recomputed to treat all employee
                  contributions as Annual Additions.

                  For a plan that was in existence on July 1, 1982, for purposes
                  of determining the Defined Contribution Plan Fraction for any
                  Limitation Year ending after December 31, 1982, the Plan
                  Administrator may elect, in accordance with the provisions of
                  Code Section 415, that the denominator for each Participant
                  for all Limitation Years ending before January 1, 1983, will
                  be equal to

                  (1)      the Defined Contribution Plan Fraction denominator
                           which would apply for the last Limitation Year ending
                           in 1982 if an election under this paragraph were not
                           made, multiplied by.

                  (2)      a fraction, equal to (i) over (ii) below:

                           (i)      the lesser of (A) $51,875, or (B) 1.4,
                                    multiplied by 25% of the Participant's
                                    Compensation, as defined in this section,
                                    for the Limitation Year ending in 1981;

                           (ii)     the lesser of (A) $41,500, or (B) 25% of the
                                    Participant's Compensation, as defined in
                                    this section, for the Limitation Year ending
                                    in 1981.

                  The election described above is applicable only if the plan
                  administrators under all defined contribution plans of the
                  Employer, as defined in this section, also elect to use the
                  modified fraction.

                  EMPLOYER means any employer that adopts this Plan and all
                  Controlled Group members and any other entity required to be
                  aggregated with the employer pursuant to regulations under
                  Code Section 414(o).

                  LIMITATION YEAR means the 12-consecutive month period within
                  which it is determined whether or not the limitations of Code
                  Section 415 are exceeded. Limitation Year means each
                  12-consecutive month period ending on the last day of each
                  Plan Year, including corresponding 12-consecutive month
                  periods before March 1, 1987. If the Limitation Year is other
                  than the calendar year, execution of this Plan (or any
                  amendment to this Plan changing the Limitation Year)
                  constitutes the Employer's adoption of a written resolution
                  electing the Limitation Year. If the Limitation Year is
                  changed, the new Limitation Year shall begin within the
                  current Limitation Year, creating a short Limitation Year.



                                       28

<PAGE>



                  MAXIMUM PERMISSIBLE AMOUNT means, for a Participant with
                  respect to any Limitation Year, the lesser of (1) or (2)
                  below:

                  (1)      The greater of $30,000 or one-fourth of the maximum
                           dollar limitation which applies to defined benefit
                           plans set forth in Code Section 415(b)(1)(A) as in
                           effect for the Limitation Year. (Before the TEFRA
                           Compliance Date, $25,000 multiplied by the cost of
                           living adjustment factor permitted by Federal
                           regulations.)

                  (2)      25% of his Compensation, as defined in this section,
                           for such Limitation Year.

                  The compensation limitation referred to in (2) shall not apply
                  to any contribution for medical benefits (within the meaning
                  of Code Section 401(h) or Code Section 419A(f)(2)) which is
                  otherwise treated as an annual addition under Code Section
                  415(l)(1) or Code Section 419A(d)(2).

                  If there is a short Limitation Year because of a change in
                  Limitation Year, the Maximum Permissible Amount will not
                  exceed the maximum dollar limitation which would otherwise
                  apply multiplied by the following fraction:

                         Number of months in the short Limitation Year
                         ---------------------------------------------
                                             12

                  PROJECTED ANNUAL BENEFIT means a Participant's expected annual
                  benefit under all defined benefit plan(s) ever maintained by
                  the Employer, as defined in this section. The Projected Annual
                  Benefit shall be determined assuming that the Participant will
                  continue employment until the later of current age or normal
                  retirement age under such plan(s), and that the Participant's
                  compensation for the current Limitation Year and all other
                  relevant factors used to determine benefits under such plan(s)
                  will remain constant for all future Limitation Years. Such
                  expected annual benefit shall be adjusted to the actuarial
                  equivalent of a straight life annuity if expressed in a form
                  other than a straight life or qualified joint and survivor
                  annuity.

         (b)      The Annual Addition under this Plan for a Participant during a
                  Limitation Year shall not be more than the Maximum Permissible
                  Amount.

         (c)      Contributions which would otherwise be credited to the
                  Participant's Account shall be limited or reallocated to the
                  extent necessary to meet the restrictions of subparagraph (b)
                  above for any Limitation Year in the following order.
                  Qualified Nonelective Contributions shall be reallocated in
                  the same manner as described in the ALLOCATION SECTION of
                  Article III to the remaining Participants to whom the
                  limitations do not apply for the Limitation Year. The
                  Qualified Nonelective Contributions shall be limited if there
                  are no such remaining Participants. Elective Deferral
                  Contributions that are not the basis for Matching
                  Contributions shall be limited. Matching Contributions shall
                  be limited to the extent necessary to limit the


                                       29

<PAGE>



                  Participant's Annual Addition under this Plan to his maximum
                  amount. If Matching Contributions are limited because of this
                  limit, Elective Deferral Contributions that are the basis for
                  Matching Contributions shall be reduced in proportion.

                  If, due to (i) an error in estimating a Participant's
                  Compensation as defined in this section, (ii) because the
                  amount of the Forfeitures to be used to offset Employer
                  Contributions is more than the amount of the Employer
                  Contributions due for the remaining Participants, (iii) as a
                  result of a reasonable error in determining the amount of
                  elective deferrals (within the meaning of Code Section
                  402(g)(3)) that may be made with respect to any individual
                  under the limits of Code Section 415, or (iv) other limited
                  facts and circumstances, a Participant's Annual Addition is
                  greater than the amount permitted in (b) above, such excess
                  amount shall be applied as follows. Elective Deferral
                  Contributions which are not the basis for Matching
                  Contributions will be returned to the Participant. If an
                  excess still exists, Elective Deferral Contributions that are
                  the basis for Matching Contributions will be returned to the
                  Participant. Matching Contributions based on Elective Deferral
                  Contributions which are returned shall be forfeited. If after
                  the return of Elective Deferral Contributions and forfeiture
                  of Matching Contributions, an excess amount still exists, and
                  the Participant is an Active Participant as of the end of the
                  Limitation Year, the excess amount shall be used to offset
                  Employer Contributions for him in the next Limitation Year. If
                  after the return of Elective Deferral Contributions and
                  forfeiture of Matching Contributions, an excess amount still
                  exists, and the Participant is not an Active Participant as of
                  the end of the Limitation Year, the excess amount will be held
                  in a suspense account which will be used to offset Employer
                  Contributions for all Participants in the next Limitation
                  Year. No Employer Contributions that would be included in the
                  next Limitation Year's Annual Addition may be made before the
                  total suspense account has been used.

         (d)      A Participant's Aggregate Annual Addition for a Limitation
                  Year shall not exceed the Maximum Permissible Amount. If the
                  Employer maintains more than one qualified defined
                  contribution plan on behalf of its Employees, such plans shall
                  be treated as one defined contribution plan for purposes of
                  applying Code Section 415 limitations. In such event, a
                  Participant's Annual Additions to this Plan shall be reduced
                  for purposes of complying with Code Section 415 limitations
                  before reducing the Annual Additions to any other defined
                  contribution plan.

                  If some of the Employer's defined contribution plans were not
                  in existence on July 1, 1982, and some were in existence on
                  that date, the Maximum Permissible Amount which is based on a
                  dollar amount may differ for a Limitation Year. The Aggregate
                  Annual Addition for the Limitation Year in which the dollar
                  limit differs shall not exceed the lesser of (1) 25% of
                  Compensation as defined in this section, (2) $45,475, or (3)
                  the greater of $30,000 or the sum of the Annual Additions for
                  such Limitation Year under all the plan(s) to which the
                  $45,475 amount applies.

         (e)      For Plan Years prior to 2000, if a Participant is or has been
                  a participant in both defined benefit and defined contribution
                  plans (including a welfare benefit fund or


                                       30

<PAGE>



                  individual medical account) ever maintained by the Employer,
                  as defined in this section, the sum of the Defined Benefit
                  Plan Fraction and the Defined Contribution Plan Fraction for
                  any Limitation Year shall not exceed 1.0 (1.4 before the TEFRA
                  Compliance Date).

                  After all other limitations set out in the plans and funds
                  have been applied, the following limitations shall apply so
                  that the sum of the Participant's Defined Benefit Plan
                  Fraction and Defined Contribution Plan Fraction shall not
                  exceed 1.0 (1.4 before the TEFRA Compliance Date). The
                  Projected Annual Benefit shall be limited first. If the
                  Participant's annual benefit(s) equal his Projected Annual
                  Benefit, as limited, then Annual Additions to the defined
                  contribution plan(s) shall be limited to the extent needed to
                  reduce the sum to 1.0 (1.4). First, the voluntary
                  contributions the Participant may make for the Limitation Year
                  shall be limited. Next, in the case of a profit sharing plan,
                  any forfeitures allocated to the Participant shall be
                  reallocated to remaining participants to the extent necessary
                  to reduce the decimal to 1.0 (1.4). Last, to the extent
                  necessary, employer contributions for the Limitation Year
                  shall be reallocated or limited, and any required and optional
                  employee contributions to which such employer contributions
                  were geared shall be reduced in proportion.

SECTION 3.05 -- EXCESS AMOUNTS.

         (a)      For the purposes of this section, the following terms are
                  defined:

                  ACTUAL DEFERRAL PERCENTAGE means the ratio (expressed as a
                  percentage) of Elective Deferral Contributions under this Plan
                  on behalf of the Eligible Participant for the Plan Year to the
                  Eligible Participant's Compensation for the Plan Year. In
                  modification of the foregoing, Compensation shall be limited
                  to the Compensation received while an Active Participant. The
                  Elective Deferral Contributions used to determine the Actual
                  Deferral Percentage shall include Excess Elective Deferrals
                  (other than Excess Elective Deferrals of Nonhighly Compensated
                  Employees that arise solely from Elective Deferral
                  Contributions made under this Plan or any other plans of the
                  Employer or a Controlled Group member), but shall exclude
                  Elective Deferral Contributions that are used in computing the
                  Contribution Percentage (provided the Average Actual Deferral
                  Percentage test is satisfied both with and without exclusion
                  of these Elective Deferral Contributions). Under such rules as
                  the Secretary of the Treasury shall prescribe in Code Section
                  401(k)(3)(D), the Employer may elect to include Qualified
                  Nonelective Contributions and Qualified Matching Contributions
                  under this Plan in computing the Actual Deferral Percentage.
                  For an Eligible Participant for whom such Contributions on his
                  behalf for the Plan Year are zero, the percentage is zero.

                  AGGREGATE LIMIT means the greater of (1) or (2) below:

                  (1)      The sum of



                                       31

<PAGE>



                           (i)      125 percent of the greater of the Average
                                    Actual Deferral Percentage of the Nonhighly
                                    Compensated Employees for the Plan Year or
                                    the Average Contribution Percentage of
                                    Nonhighly Compensated Employees under the
                                    Plan subject to Code Section 401 (m) for the
                                    Plan Year beginning with or within the Plan
                                    Year of the cash or deferred arrangement and

                           (ii)     the lesser of 200% or two plus the lesser of
                                    such Average Actual Deferral Percentage or
                                    Average Contribution Percentage.

                  (2)      The sum of

                           (i)      125 percent of the lesser of the Average
                                    Actual Deferral Percentage of the Nonhighly
                                    Compensated Employees for the Plan Year or
                                    the Average Contribution Percentage of
                                    Nonhighly Compensated Employees under the
                                    Plan subject to Code Section 401 (m) for the
                                    Plan Year beginning with or within the Plan
                                    Year of the cash or deferred arrangement and

                           (ii)     the lesser of 200% or two plus the greater
                                    of such Average Actual Deferral Percentage
                                    or Average Contribution Percentage.

                  AVERAGE ACTUAL DEFERRAL PERCENTAGE means the average
                  (expressed as a percentage) of the Actual Deferral Percentages
                  of the Eligible Participants in a group.

                  AVERAGE CONTRIBUTION PERCENTAGE means the average (expressed
                  as a percentage) of the Contribution Percentages of the
                  Eligible Participants in a group.

                  CONTRIBUTION PERCENTAGE means the ratio (expressed as a
                  percentage) of the Eligible Participant's Contribution
                  Percentage Amounts to the Eligible Participant's Compensation
                  for the Plan Year. In modification of the foregoing,
                  Compensation shall be limited to the Compensation received
                  while an Active Participant. For an Eligible Participant for
                  whom such Contribution Percentage Amounts for the Plan Year
                  are zero, the percentage is zero.

                  CONTRIBUTION PERCENTAGE AMOUNTS means the sum of the
                  Participant Contributions and Matching Contributions (that are
                  not Qualified Matching Contributions) under this Plan on
                  behalf of the Eligible Participant for the Plan Year. Such
                  Contribution Percentage Amounts shall not include Matching
                  Contributions that are forfeited either to correct Excess
                  Aggregate Contributions or because the Contributions to which
                  they relate are Excess Elective Deferrals, Excess
                  Contributions or Excess Aggregate Contributions. Under such
                  rules as the Secretary of the Treasury shall prescribe in Code
                  Section 401(k)(3)(D), the Employer may elect to include
                  Qualified Nonelective Contributions and Qualified Matching
                  Contributions under this Plan which were not used in computing
                  the Actual Deferral Percentage in computing the Contribution
                  Percentage. The Employer may also elect to use Elective
                  Deferral


                                       32

<PAGE>



                  Contributions in computing the Contribution Percentage so long
                  as the Average Actual Deferral Percentage test is met before
                  the Elective Deferral Contributions are used in the Average
                  Contribution Percentage test and continues to be met following
                  the exclusion of those Elective Deferral Contributions that
                  are used to meet the Average Contribution Percentage test.

                  ELECTIVE DEFERRAL CONTRIBUTIONS means employer contributions
                  made on behalf of a participant pursuant to an election to
                  defer under any qualified cash or deferred arrangement as
                  described in Code Section 401(k), any simplified employee
                  pension cash or deferred arrangement as described in Code
                  Section 402(h)(1)(B), any eligible deferred compensation plan
                  under Code Section 457, any plan as described under Code
                  Section 501(c)(18), and any employer contributions made on
                  behalf of a participant for the purchase of an annuity
                  contract under Code Section 403(b) pursuant to a salary
                  reduction agreement. Elective Deferral Contributions shall not
                  include any deferrals properly distributed as excess Annual
                  Additions.

                  ELIGIBLE PARTICIPANT means, for purposes of the Actual
                  Deferral Percentage, any Employee who is eligible to make an
                  Elective Deferral Contribution, and shall include the
                  following: any Employee who would be a plan participant if he
                  chose to make required contributions; any Employee who can
                  make Elective Deferral Contributions but who has changed the
                  amount of his Elective Deferral Contribution to 0%, or whose
                  eligibility to make an Elective Deferral Contribution is
                  suspended because of a loan, distribution or hardship
                  withdrawal; and, any Employee who is not able to make an
                  Elective Deferral Contribution because of Code Section
                  415(c)(1) - Annual Additions limits. The Actual Deferral
                  Percentage for any such included Employee is zero.

                  Eligible Participant means, for purposes of the Average
                  Contribution Percentage, any Employee who is eligible to make
                  a Participant Contribution or to receive a Matching
                  Contribution, and shall include the following: any Employee
                  who would be a plan participant if he chose to make required
                  contributions; any Employee who can make a Participant
                  Contribution or receive a matching contribution but who has
                  made an election not to participate in the Plan; and any
                  Employee who is not able to make a Participant Contribution or
                  receive a matching contribution because of Code Section
                  415(c)(1) or 415(e) limits. The Average Contribution
                  Percentage for any such included Employee is zero.

                  EXCESS AGGREGATE CONTRIBUTIONS means, with respect to any Plan
                  Year, the excess of:

                  (1)      The aggregate Contributions taken into account in
                           computing the numerator of the Contribution
                           Percentage actually made on behalf of Highly
                           Compensated Employees for such Plan Year, over

                  (2)      The maximum amount of such Contributions permitted by
                           the Average Contribution Percentage test (determined
                           by reducing Contributions made on


                                       33

<PAGE>



                           behalf of Highly Compensated Employees in order of
                           their Contribution Percentages beginning with the
                           highest of such percentages).

                  A Participant's Excess Contributions for a Plan Year will be
                  reduced by the amount of Excess Elective Deferrals, if any,
                  previously distributed to the Participant for the taxable year
                  ending in that Plan Year.

                  EXCESS ELECTIVE DEFERRALS means those Elective Deferral
                  Contributions that are includible in a Participant's gross
                  income under Code Section 402(g) to the extent such
                  Participant's Elective Deferral Contributions for a taxable
                  year exceed the dollar limitation under such Code section.
                  Excess Elective Deferrals shall be treated as Annual
                  Additions, as defined in the CONTRIBUTION LIMITATION SECTION
                  of Article III, under the Plan, unless such amounts are
                  distributed no later than the first April 15 following the
                  close of the Participant's taxable year.

                  PARTICIPANT CONTRIBUTIONS means contributions made to any plan
                  by or on behalf of a participant that are included in the
                  participant's gross income in the year in which made and that
                  are maintained under a separate account to which earnings and
                  losses are allocated.

                  MATCHING CONTRIBUTIONS means employer contributions made to
                  this or any other defined contribution plan, or to a contract
                  described in Code Section 403(b), on behalf of a participant
                  on account of a Participant Contribution made by such
                  participant, or on account of a participant's Elective
                  Deferral Contributions, under a plan maintained by the
                  employer.

                  QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions
                  which are subject to the distribution and nonforfeitability
                  requirements under Code Section 401(k) when made.

                  QUALIFIED NONELECTIVE CONTRIBUTIONS means any employer
                  contributions (other than Matching Contributions) which an
                  employee may not elect to have paid to him in cash instead of
                  being contributed to the plan and which are subject to the
                  distribution and nonforfeitability requirements under Code
                  Section 401(k).

         (b)      A Participant may assign to this Plan any Excess Elective
                  Deferrals made during a taxable year by notifying the Plan
                  Administrator in writing on or before the first following
                  March 1 of the amount of the Excess Elective Deferrals to be
                  assigned to the Plan. A Participant is deemed to notify the
                  Plan Administrator of any Excess Elective Deferrals that arise
                  by taking into account only those Elective Deferral
                  Contributions made to this Plan and any other plans of the
                  Employer or a Controlled Group member and reducing such Excess
                  Elective Deferrals by the amount of Excess Contributions, if
                  any, previously distributed for the Plan Year beginning in
                  that taxable year. The Participant's claim for Excess Elective
                  Deferrals shall be accompanied by the Participant's written
                  statement that if such amounts are not distributed, such
                  Excess Elective Deferrals, when added to amounts deferred
                  under


                                       34

<PAGE>



                  other plans or arrangements described in Code Sections 401(k),
                  408(k) or 403(b), will exceed the limit imposed on the
                  Participant by Code Section 402(g) for the year in which the
                  deferral occurred. The Excess Elective Deferrals assigned to
                  this Plan can not exceed the Elective Deferral Contributions
                  allocated under this Plan for such taxable year.

                  Notwithstanding any other provisions of the Plan, Elective
                  Deferral Contributions in an amount equal to the Excess
                  Elective Deferrals assigned to this Plan, plus any income and
                  minus any loss allocable thereto, shall be distributed no
                  later than April 15 to any Participant to whose Account Excess
                  Elective Deferrals were assigned for the preceding year and
                  who claims Excess Elective Deferrals for such taxable year.

                  The income or loss allocable to such Excess Elective Deferrals
                  shall be equal to the income or loss allocable to the
                  Participant's Elective Deferral Contributions for the taxable
                  year in which the excess occurred multiplied by a fraction.
                  The numerator of the fraction is the Excess Elective
                  Deferrals. The denominator of the fraction is the closing
                  balance without regard to any income or loss occurring during
                  such taxable year (as of the end of such taxable year) of the
                  Participant's Account resulting from Elective Deferral
                  Contributions.

                  Any Matching Contributions which were based on the Elective
                  Deferral Contributions which are distributed as Excess
                  Elective Deferrals, plus any income and minus any loss
                  allocable thereto, shall be forfeited. These Forfeitures shall
                  be used to offset the earliest Employer Contribution due after
                  the Forfeiture arises.

         (c)      As of the end of each Plan Year after Excess Elective
                  Deferrals have been determined, one of the following tests
                  must be met:

                  (1)      The Average Actual Deferral Percentage for Eligible
                           Participants who are Highly Compensated Employees for
                           the Plan Year is not more than the Average Actual
                           Deferral Percentage for Eligible Participants who are
                           Nonhighly Compensated Employees for the Plan Year
                           multiplied by 1.25.

                  (2)      The Average Actual Deferral Percentage for Eligible
                           Participants who are Highly Compensated Employees for
                           the Plan Year is not more than the Average Actual
                           Deferral Percentage for Eligible Participants who are
                           Nonhighly Compensated Employees for the Plan Year
                           multiplied by 2 and the difference between the
                           Average Actual Deferral Percentages is not more than
                           2.

                  The Actual Deferral Percentage for any Eligible Participant
                  who is a Highly Compensated Employee for the Plan Year and who
                  is eligible to have Elective Deferral Contributions (and
                  Qualified Nonelective Contributions or Qualified Matching
                  Contributions, or both, if used in computing the Actual
                  Deferral Percentage) allocated to his account under two or
                  more plans or arrangements described in Code Section 401(k)
                  that are maintained by the Employer or a


                                       35

<PAGE>



                  Controlled Group member shall be determined as if all such
                  Elective Deferral Contributions (and, if applicable, such
                  Qualified Nonelective Contributions or Qualified Matching
                  Contributions, or both) were made under a single arrangement.
                  If a Highly Compensated Employee participates in two or more
                  cash or deferred arrangements that have different Plan Years,
                  all cash or deferred arrangements ending with or within the
                  same calendar year shall be treated as a single arrangement.
                  Notwithstanding the foregoing, certain plans shall be treated
                  as separate if mandatorily disaggregated under the regulations
                  under Code Section 401(k).

                  In the event that this Plan satisfies the requirements of Code
                  Sections 401(k), 401(a)(4), or 410(b) only if aggregated with
                  one or more other plans, or if one or more other plans satisfy
                  the requirements of such Code sections only if aggregated with
                  this Plan, then this section shall be applied by determining
                  the Actual Deferral Percentage of employees as if all such
                  plans were a single plan. Plans may be aggregated in order to
                  satisfy Code Section 401(k) only if they have the same Plan
                  Year.

                  For purposes of determining the Actual Deferral Percentage of
                  an Eligible Participant who is a five-percent owner or one of
                  the ten most highly-paid Highly Compensated Employees, the
                  Elective Deferral Contributions (and Qualified Nonelective
                  Contributions or Qualified Matching Contributions, or both, if
                  used in computing the Actual Deferral Percentage) and
                  Compensation of such Eligible Participant include the Elective
                  Deferral Contributions (and, if applicable, Qualified
                  Nonelective Contributions or Qualified Matching Contributions,
                  or both) and Compensation for the Plan Year of Family Members.
                  Family Members, with respect to such Highly Compensated
                  Employees, shall be disregarded as separate employees in
                  determining the Actual Deferral Percentage both for
                  Participants who are Nonhighly Compensated Employees and for
                  Participants who are Highly Compensated Employees.

                  For purposes of determining the Actual Deferral Percentage,
                  Elective Deferral Contributions, Qualified Nonelective
                  Contributions and Qualified Matching Contributions must be
                  made before the last day of the 12-month period immediately
                  following the Plan Year to which contributions relate.

                  The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the Average Actual Deferral Percentage test
                  and the amount of Qualified Nonelective Contributions or
                  Qualified Matching Contributions, or both, used in such test.

                  The determination and treatment of the Contributions used in
                  computing the Actual Deferral Percentage shall satisfy such
                  other requirements as may be prescribed by the Secretary of
                  the Treasury.

                  If the Plan Administrator should determine during the Plan
                  Year that neither of the above tests is being met, the Plan
                  Administrator may adjust the amount of future Elective
                  Deferral Contributions of the Highly Compensated Employees.


                                       36

<PAGE>



                  Notwithstanding any other provisions of this Plan, Excess
                  Contributions, plus any income and minus any loss allocable
                  thereto, shall be distributed no later than the last day of
                  each Plan Year to Participants to whose Accounts such Excess
                  Contributions were allocated for the preceding Plan Year. If
                  such excess amounts are distributed more than 2 1/2 months
                  after the last day of the Plan Year in which such excess
                  amounts arose, a ten (10) percent excise tax will be imposed
                  on the employer maintaining the plan with respect to such
                  amounts. Such distributions shall be made beginning with the
                  Highly Compensated Employee(s) who has the greatest Actual
                  Deferral Percentage, reducing his Actual Deferral Percentage
                  to the next highest Actual Deferral Percentage level. Then, if
                  necessary, reducing the Actual Deferral Percentage of the
                  Highly Compensated Employees at the next highest level, and
                  continuing in this manner until the average Actual Deferral
                  Percentage of the Highly Compensated Group satisfies the
                  Actual Deferral Percentage test. Excess Contributions of
                  Participants who are subject to the family member aggregation
                  rules shall be allocated among the Family Members in
                  proportion to the Elective Deferral Contributions (and amounts
                  treated as Elective Deferral Contributions) of each Family
                  Member that is combined to determine the combined Actual
                  Deferral Percentage.

                  Excess Contributions shall be treated as Annual Additions, as
                  defined in the CONTRIBUTION LIMITATION SECTION of Article III,
                  under the Plan.

                  The Excess Contributions shall be adjusted for income or loss.
                  The income or loss allocable to such Excess Contributions
                  shall be equal to the income or loss allocable to the
                  Participant's Elective Deferral Contributions (and, if
                  applicable, Qualified Nonelective Contributions or Qualified
                  Matching Contributions, or both) for the Plan Year in which
                  the excess occurred multiplied by a fraction. The numerator of
                  the fraction is the Excess Contributions. The denominator of
                  the fraction is the closing balance without regard to any
                  income or loss occurring during such Plan Year (as of the end
                  of such Plan Year) of the Participant's Account resulting from
                  Elective Deferral Contributions (and Qualified Nonelective
                  Contributions or Qualified Matching Contributions, or both, if
                  used in computing the Actual Deferral Percentage).

                  Excess Contributions shall be distributed from the
                  Participant's Account resulting from Elective Deferral
                  Contributions. If such Excess Contributions exceed the balance
                  in the Participant's Account resulting from Elective Deferral
                  Contributions, the balance shall be distributed from the
                  Participant's Account resulting from Qualified Matching
                  Contributions (if applicable) and Qualified Nonelective
                  Contributions, respectively.

                  Any Matching Contributions which were based on the Elective
                  Deferral Contributions which are distributed as Excess
                  Contributions, plus any income and minus any loss allocable
                  thereto, shall be forfeited. These Forfeitures shall be used
                  to offset the earliest Employer Contribution due after the
                  Forfeiture arises.



                                       37

<PAGE>



         (d)      As of the end of each Plan Year, one of the following tests
                  must be met:

                  (1)      The Average Contribution Percentage for Eligible
                           Participants who are Highly Compensated Employees for
                           the Plan Year is not more than the Average
                           Contribution Percentage for Eligible Participants who
                           are Nonhighly Compensated Employees for the Plan Year
                           multiplied by 1.25.

                  (2)      The Average Contribution Percentage for Eligible
                           Participants who are Highly Compensated Employees for
                           the Plan Year is not more than the Average
                           Contribution Percentage for Eligible Participants who
                           are Nonhighly Compensated Employees for the Plan Year
                           multiplied by 2 and the difference between the
                           Average Contribution Percentages is not more than 2.

                  If one or more Highly Compensated Employees participate in
                  both a cash or deferred arrangement and a plan subject to the
                  Average Contribution Percentage test maintained by the
                  Employer or a Controlled Group member and the sum of the
                  Average Actual Deferral Percentage and Average Contribution
                  Percentage of those Highly Compensated Employees subject to
                  either or both tests exceeds the Aggregate Limit, then the
                  Contribution Percentage of those Highly Compensated Employees
                  who also participate in a cash or deferred arrangement will be
                  reduced (beginning with such Highly Compensated Employees
                  whose Contribution Percentage is the highest) so that the
                  limit is not exceeded. The amount by which each Highly
                  Compensated Employee's Contribution Percentage is reduced
                  shall be treated as an Excess Aggregate Contribution. The
                  Average Actual Deferral Percentage and Average Contribution
                  Percentage of the Highly Compensated Employees are determined
                  after any corrections required to meet the Average Actual
                  Deferral Percentage and Average Contribution Percentage tests.
                  Multiple use does not occur if either the Average Actual
                  Deferral Percentage or Average Contribution Percentage of the
                  Highly Compensated Employees does not exceed 1.25 multiplied
                  by the Average Actual Deferral Percentage and Average
                  Contribution Percentage of the Nonhighly Compensated
                  Employees.

                  The Contribution Percentage for any Eligible Participant who
                  is a Highly Compensated Employee for the Plan Year and who is
                  eligible to have Contribution Percentage Amounts allocated to
                  his account under two or more plans described in Code Section
                  401(a) or arrangements described in Code Section 401(k) that
                  are maintained by the Employer or a Controlled Group member
                  shall be determined as if the total of such Contribution
                  Percentage Amounts was made under each plan. If a Highly
                  Compensated Employee participates in two or more cash or
                  deferred arrangements that have different Plan Years, all cash
                  or deferred arrangements ending with or within the same
                  calendar year shall be treated as a single arrangement.
                  Notwithstanding the foregoing, certain plans shall be treated
                  as separate if mandatorily disaggregated under the regulations
                  under Code Section 401(m) or permissibly disaggregated as
                  provided.



                                       38

<PAGE>



                  In the event that this Plan satisfies the requirements of Code
                  Sections 401(m), 401(a)(4), or 410(b) only if aggregated with
                  one or more other plans, or if one or more other plans satisfy
                  the requirements of Code sections only if aggregated with this
                  Plan, then this section shall be applied by determining the
                  Contribution Percentages of Eligible Participants as if all
                  such plans were a single plan. Plans may be aggregated in
                  order to satisfy Code Section 401(m) only if they have the
                  same Plan Year.

                  For purposes of determining the Contribution Percentage of an
                  Eligible Participant who is a five-percent owner or one of the
                  ten most highly-paid Highly Compensated Employees, the
                  Contribution Percentage Amounts and Compensation of such
                  Participant shall include Contribution Percentage Amounts and
                  Compensation for the Plan Year of Family Members. Family
                  Members, with respect to Highly Compensated Employees, shall
                  be disregarded as separate employees in determining the
                  Contribution Percentage both for employees who are Nonhighly
                  Compensated Employees and for employees who are Highly
                  Compensated Employees.

                  For purposes of determining the Contribution Percentage,
                  Participant Contributions are considered to have been made in
                  the Plan Year in which contributed to the Plan. Matching
                  Contributions and Qualified Nonelective Contributions will be
                  considered made for a Plan Year if made no later than the end
                  of the 12-month period beginning on the day after the close of
                  the Plan Year.

                  The Employer shall maintain records sufficient to demonstrate
                  satisfaction of the Average Contribution Percentage test and
                  the amount of Qualified Nonelective Contributions or Qualified
                  Matching Contributions, or both, used in such test.

                  The determination and treatment of the Contribution Percentage
                  of any Participant shall satisfy such other requirements as
                  may be prescribed by the Secretary of the Treasury.

                  Notwithstanding any other provisions of this Plan, Excess
                  Aggregate Contributions, plus any income and minus any loss
                  allocable thereto, shall be forfeited, if not vested, or
                  distributed, if vested, no later than the last day of each
                  Plan Year to Participants to whose Accounts such Excess
                  Aggregate Contributions were allocated for the preceding Plan
                  Year. If such Excess Aggregate Contributions are distributed
                  more than 2 1/2 months after the last day of the Plan Year in
                  which such excess amounts arose, a ten (10) percent excise tax
                  will be imposed on the employer maintaining the plan with
                  respect to those amounts. Excess Aggregate Contributions will
                  be distributed beginning with the Highly Compensated
                  Employee(s) who has the greatest Contribution Percentage,
                  reducing his contribution percentage to the next highest
                  level. Then, if necessary, reducing the Contribution
                  Percentage of the Highly Compensated Employee at the next
                  highest level, and continuing in this manner until the Actual
                  Contribution Percentage of the Highly Compensated Group
                  satisfies the Actual Contribution Percentage Test. Excess
                  Aggregate Contributions of Participants who are subject to the
                  family member aggregation rules shall be allocated among the


                                       39

<PAGE>



                  Family Members in proportion to the Employee and Matching
                  Contributions (or amounts treated as Matching Contributions)
                  of each Family Member that is combined to determine the
                  combined Contribution Percentage. Excess Aggregate
                  Contributions shall be treated as Annual Additions, as defined
                  in the CONTRIBUTION LIMITATION SECTION of Article III, under
                  the Plan.

                  The Excess Aggregate Contributions shall be adjusted for
                  income or loss. The income or loss allocable to such Excess
                  Aggregate Contributions shall be equal to the income or loss
                  allocable to the Participant's Contribution Percentage Amounts
                  for the Plan Year in which the excess occurred multiplied by a
                  fraction. The numerator of the fraction is the Excess
                  Aggregate Contributions. The denominator of the fraction is
                  the closing balance without regard to any income or loss
                  occurring during such Plan Year (as of the end of such Plan
                  Year) of the Participant's Account resulting from Contribution
                  Percentage Amounts.

                  Excess Aggregate Contributions shall be distributed from the
                  Participant's Account resulting from Participant Contributions
                  that are not required as a condition of employment or
                  participation or for obtaining additional benefits from
                  Employer Contributions. If such Excess Aggregate Contributions
                  exceed the balance in the Participant's Account resulting from
                  such Participant Contributions, the balance shall be
                  forfeited, if not vested, or distributed, if vested, on a
                  pro-rata basis from the Participant's Account resulting from
                  Contribution Percentage Amounts. These Forfeitures shall be
                  used to offset the earliest Employer Contribution due after
                  the Forfeiture arises.



                                       40

<PAGE>



                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.01 -- INVESTMENT OF CONTRIBUTIONS.

         All Contributions are forwarded by the Employer to the Trustee to be
deposited in the Trust Fund.

         Investment of Contributions is governed by the provisions of the Trust,
the Group Contract and any other funding arrangement in which the Trust Fund is
or may be invested. To the extent permitted by the Trust, Group Contract or
other funding arrangement, the parties named below shall direct the
Contributions to any of the accounts available under the Trust or Group Contract
and may request the transfer of assets resulting from those Contributions
between such accounts. A Participant may not direct the Trustee to invest the
Participant's Account in collectibles. Collectibles means any work of art, rug
or antique, metal or gem, stamp or coin, alcoholic beverage or other tangible
personal property specified by the Secretary of Treasury. To the extent that a
Participant does not direct the investment of his Account, such Account shall be
invested ratably in the accounts available under the Trust or Group Contract in
the same manner as the undirected Accounts of all other Participants. The Vested
Accounts of all Inactive Participants may be segregated and invested separately
from the Accounts of all other Participants.

         The Trust Fund shall be valued at current fair market value as of the
last day of the last calendar month ending in the Plan Year and, at the
discretion of the Trustee, may be valued more frequently. The valuation shall
take into consideration investment earnings credited, expenses charged, payments
made and changes in the value of the assets held in the Trust Fund. The Account
of a Participant shall be credited with its share of the gains and losses of the
Trust Fund. That part of a Participant's Account invested in a funding
arrangement which establishes an account or accounts for such Participant
thereunder shall be credited with the gain or loss from such account or
accounts. That part of a Participant's Account which is invested in other
funding arrangements shall be credited with a proportionate share of the gain or
loss of such investments. The share shall be determined by multiplying the gain
or loss of the investment by the ratio of the part of the Participant's Account
invested in such funding arrangement to the total of the Trust Fund invested in
such funding arrangement.

         At least annually, the Named Fiduciary shall review all pertinent
Employee information and Plan data in order to establish the funding policy of
the Plan and to determine appropriate methods of carrying out the Plan's
objectives. The Named Fiduciary shall inform the Trustee and any Investment
Manager of the Plan's short-term and long-term financial needs so the investment
policy can be coordinated with the Plan's financial requirements. The Trustee
shall be directed as to investment of the Trust Fund by the Employer pursuant to
the following provisions.

         (a)      Employer Contributions other than Elective Deferral
                  Contributions: Employer Contributions shall be invested in the
                  Qualifying Employer Securities Fund.



                                       41

<PAGE>



         (b)      Elective Deferral Contributions: The Participant shall direct
                  the investment of Elective Deferral Contributions and transfer
                  of assets resulting from those Contributions.

         (c)      Rollover Contributions: The Participant shall direct the
                  investment of Rollover Contributions and transfer of assets
                  resulting from those Contributions.

         The Trust Fund shall consist of promissory notes evidencing
indebtedness for loans obtained pursuant to section 5.06, and such other
Investment Funds as the Trustee may, from time to time, establish and maintain,
subject to the following:

         (d)      The Trustee shall establish and at all times maintain and the
                  Plan Administrator shall identify to Participants, former
                  Participants and Beneficiaries of deceased former Participants
                  a minimum of three Investment Funds, each of which shall, to
                  the extent practicable: (A) consist of a diversified portfolio
                  of assets, (B) have risk and return characteristics that are
                  materially different from at least two of the other Investment
                  Funds, other than the Qualifying Employer Securities Fund; (C)
                  when combined with the investment opportunities offered by the
                  other Investment Funds, enable any person to achieve within
                  his Account a portfolio having aggregate risk and return
                  characteristics at any point within a range normally
                  appropriate for him; and (D) when combined with the investment
                  opportunities offered by the other Investment Funds, provide a
                  reasonable means of minimizing through diversification the
                  overall risk of the portfolio held in any person's Account.

         (e)      Each Investment Fund shall permit each Participant, former
                  Participant and Beneficiary of a deceased former Participant
                  to give investment instructions with respect thereto with a
                  frequency that is appropriate in light of the market
                  volatility to which the Investment Fund may reasonably be
                  expected to be subject, and at least three of the Investment
                  Funds shall permit each Participant, former Participant and
                  Beneficiary to give investment instructions no less frequently
                  than once within any three-month period.

         (f)      At least one of the Investment Funds shall be an
                  income-producing, low-risk, liquid fund into which funds may
                  be transferred on any date on which funds may be transferred
                  out of any other Investment Fund.

The Investment Funds may include or consist of, without limitation: units of
interest in an investment company registered under the Investment Company Act of
1940, as amended; participation interests in a commingled, collective or common
trust fund, provided that participation in such trust fund is restricted to
trusts which are exempt from federal income taxation under Code Section 501(a);
participation interests in a pooled separate account maintained by an insurance
company authorized to do business in more than one state; or a portfolio of
investments selected by the Trustee or by a professional investment manager
selected by the Employer; PROVIDED, HOWEVER, that in no event shall the Plan
Administrator establish any Investment Fund, other than the Qualifying Employer
Securities Fund, which would require the Employer, the Plan or the Plan


                                       42

<PAGE>



Administrator to file a registration statement with the United States Securities
and Exchange Commission pursuant to the Securities Act of 1933, as amended.

SECTION 4.01A -- INVESTMENT DIRECTIONS, CHANGES AND TRANSFERS.

         (a)      Upon first becoming a Participant, such Participant shall
                  direct, in the form and manner prescribed by the Plan
                  Administrator, that any of his Elective Deferral
                  Contributions, Employer Contributions (other than Matching
                  Contributions) and Rollover Contributions be invested, in such
                  proportions as he may designate, for him in any one or more of
                  the Investment Funds. To the extent that a Participant shall
                  fail to make an investment direction, or shall make an
                  investment direction that is ineffective, his Elective
                  Deferral Contributions, Employer Contributions (other than
                  Matching Contributions) and Rollover Contributions shall be
                  invested in an Investment Fund consisting primarily of
                  interest-bearing obligations with a term to maturity of less
                  than one year. The investment election made by a Participant
                  with respect to his Elective Deferral Contributions shall also
                  apply to his Employer Contributions (other than Matching
                  Contributions). A Participant's Matching Contributions shall
                  be allocated in the Qualifying Employer Securities Fund.

         (b)      The Plan Administrator shall provide, cause to be provided, or
                  establish and communicate to Participants a procedure by which
                  they may request, written confirmation of the execution of
                  investment directions given under section 4.01A(a) and (b).

         (c)      Subject to the limitations described in this section 4.01, a
                  Participant may, by notice given in such form and manner as
                  the Plan Administrator may prescribe, change his investment
                  directions. In such event, the new investment direction shall
                  become effective, as soon as reasonably practicable after such
                  notice is given. Such election shall apply to all of his his
                  Elective Deferral Contributions, Employer Contributions (other
                  than Matching Contributions) and Rollover Contributions
                  invested on or after the date on which such election becomes
                  effective. The Plan Administrator shall provide, cause to be
                  provided, or establish and communicate to Participants a
                  procedure by which they may request, written confirmation of
                  the execution of changes of investment directions given under
                  this section 4.01A(c).

         (d)      Subject to the limitations of described in this section 4.01,
                  by giving notice in such form and manner as the Plan
                  Administrator may prescribe, a Participant or former
                  Participant, or the Beneficiary of a deceased former
                  Participant, may direct that all or part of his Account in any
                  one or more of the Investment Funds be redeemed and the
                  proceeds invested for him in any one or more of the other
                  Investment Funds as of any date permitted under the terms of
                  such Investment Funds. Such transfer shall be effected, as
                  soon as reasonably practicable after such notice is given. The
                  Plan Administrator shall provide, cause to be provided, or
                  establish and communicate to Participants, former Participants
                  and Beneficiaries a procedure by which they may request,
                  written confirmation of the execution of instructions for
                  transfers among Investment Funds given under this section
                  4.01A(d).


                                       43

<PAGE>



         (e)      With respect to each Investment Fund, the Plan Administrator
                  shall furnish or cause to be furnished to each Participant,
                  former Participant and Beneficiary of a deceased former
                  Participant, upon request, sufficient information to make
                  informed decisions with regard to the Investment Funds and the
                  incidents of ownership with respect to the Investment Funds,
                  including, without limitation:

                           (1) an explanation that the Plan is intended to
                  constitute a participant-directed individual account plan
                  described in section 404(c) of ERISA, and that the fiduciaries
                  of the Plan may be relieved of liability for any losses which
                  are the direct and necessary result of investment directions
                  given by a Participant, former Participant or Beneficiary;

                           (2) a description of the Investment Funds, a general
                  description of the investment objectives and risk and return
                  characteristics of each and information relating to the type
                  and diversification of assets comprising the portfolio of
                  each;

                           (3) identification of any designated investment
                  managers;

                           (4) an explanation of the circumstances under which
                  investment instructions may be given with respect to each
                  Investment Fund and an explanation of any specified
                  limitations on such instructions under the Plan, including any
                  restrictions on transfers to or from an Investment Fund and
                  any restrictions on the exercise of voting, tender and similar
                  rights appurtenant to an investment in each Investment Fund;

                           (5) a description of any transaction fees and
                  expenses which affect a Participant's, former Participant's or
                  Beneficiary's Account in connection with purchases or sales of
                  interests in each Investment Fund;

                           (6) the name, address and telephone number of the
                  person designated by the Plan Administrator to be responsible,
                  upon request made, for providing the information described in
                  section 4.01A(f) and a description of such information;

                           (7) in the case of an Investment Fund that is
                  registered under the Securities Act of 1933, as amended, a
                  copy of the most recent prospectus relating thereto, such
                  prospectus to be provided to a Participant, former Participant
                  or Beneficiary either immediately before or immediately after
                  such person's first investment in such Investment Fund; and

                           (8) subsequent to an investment in an Investment
                  Fund, any materials provided to the Plan relating to the
                  exercise of voting, tender or similar rights which are
                  incidental to the holding of an interest in such Investment
                  Fund, to the extent that the exercise of such rights is passed


                                       44

<PAGE>



                  through to Participants, former Participants and Beneficiaries
                  with an interest in the Investment Fund.

         (f)      In addition to the information furnished in accordance with
                  section 4.01A(e), the Plan Administrator shall furnish, or
                  cause to be furnished, either automatically or upon request by
                  a Participant, former Participant or Beneficiary of a deceased
                  former Participant the following information:

                           (1) a description of the annual operating expenses of
                  each Investment Fund which reduce the rate of return to
                  Participants, former Participants or Beneficiaries, and the
                  aggregate amount of such expenses for a specified period of
                  time expressed as a percentage of the average net assets of
                  such Investment Period over the same period;

                           (2) copies of any prospectuses, financial statements
                  and reports, and of any other materials relating to any
                  Investment Fund, provided to the Plan;

                           (3) a list of the assets comprising the portfolio of
                  each Investment Fund which constitute plan assets within the
                  meaning of 29 C.F.R. ss.2510.3- 101, the value of each such
                  assets (or the portion of the Investment Fund which it
                  comprises) and, with respect to each such asset which is a
                  fixed rate investment contract issued by a bank, savings and
                  loan association or insurance company, the name of the issuer
                  of the contract, the term of the contract and the rate of
                  return on the contract;

                           (4) information concerning the value of the shares or
                  units of each Investment Fund, as well as the past and current
                  investment performance of each Investment Fund, determined on
                  a reasonable and consistent basis; and

                           (5) information concerning the value of shares or
                  units in each Investment Fund held in the Account of the
                  Participant, former Participant or Beneficiary;

all on the basis of the most current information available to the Plan
Administrator or its designee.

         (g)      The Plan Administrator shall also furnish or cause to be
                  furnished, upon request or otherwise to any Participant,
                  former Participant or Beneficiary such other information and
                  take or cause to be taken such other actions as shall be
                  necessary or appropriate to permit the Plan to qualify as a
                  participant-directed individual account plan within the
                  meaning of section 404(c) of ERISA.

SECTION 4.01B -- INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.

         All of some portion of the Participant's Account may be invested in
Qualifying Employer Securities in the Qualifying Employer Securities Fund.
Matching Contributions shall be invested


                                       45

<PAGE>



in the Qualifying Employer Securities Fund if the Participant has investment
control, once an investment in the Qualifying Employer Securities Fund is made
available to Participants, it shall continue to be available unless the Employer
determines that it is no longer available. In the absence of an election to
invest in Qualifying Employer Securities, Participants shall be deemed to have
elected to have their Accounts invested wholly in other investment options of
the Investment Fund. Once an election is made, it shall be considered to
continue until a new election is made and becomes effective.

         For purposes of determining the annual valuation of the Plan, and for
reporting to Participants and regulatory authorities, the assets of the Plan
shall be valued at least annually on the Valuation Date which corresponds to the
last day of the Plan Year. The fair market value of Qualifying Employer
Securities shall be determined on such Valuation Date. The prices of Qualifying
Employer Securities as of the date of the transaction shall apply for purposes
of valuing distributions and other transactions of the Plan to the extent such
value is representative of the fair market value of such securities in the
opinion of the Plan Administrator. The value of a Participant's Account held in
the Qualifying Employer Securities Fund may be expressed in units.

         If the Qualifying Employer Securities are not publicly traded, or if an
extremely thin market exists for such securities so that reasonable valuation
may not be obtained from the market place, then such securities must be valued
at least annually by an independent appraiser who is not associated with the
Employer, the Plan Administrator, the Trustee, or any person related to any
fiduciary under the Plan. The independent appraiser may be associated with a
person who is merely a contract administrator with respect to the Plan, but who
exercises no discretionary authority and is not a plan fiduciary.

         If there is a public market for Qualifying Employer Securities of the
type held by the Plan, then the Plan Administrator may use as the value of the
securities the price at which such securities trade in such market. If the
Qualifying Employer Securities do not trade on the relevant date, or if the
market is very thin on such date, then the Plan Administrator may use for the
valuation the next preceding trading day on which the trading prices are
representative of the fair market value of such securities in the opinion of the
Plan Administrator.

         Cash dividends payable on the Qualifying Employer Securities shall be
reinvested in additional shares of such securities. In the event of any cash or
stock dividend or any stock split, such dividend or split shall be credited to
the Accounts based on the number of shares of Qualifying Employer Securities
credited to each Account as of the record date of such dividend or split.

         All purchases of Qualifying Employer Securities shall be made at a
price, or prices, which, in the judgement of the Plan Administrator, do not
exceed the fair market value of such securities.

         The Plan Administrator may direct the Trustee to sell, resell, or
otherwise dispose of Qualifying Employer Securities to any person, including the
Employer, provided that any such sales to any disqualified person or
party-in-interest, including the Employer, will be made at not less than the
fair market value and no commission will be charged. Any such sale shall be made
in conformance with ERISA Section 408(e).



                                       46

<PAGE>



                                    ARTICLE V

                                    BENEFITS

SECTION 5.01 -- RETIREMENT BENEFITS.

         On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.02 -- DEATH BENEFITS.

         On a Participant's death, his Vested Account shall be distributed
according to the distribution of benefits provisions of Article VI and the
provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.03 -- VESTED BENEFITS.

         A Participant may receive a distribution of his Vested Account at any
time after he ceases to be an Employee, provided he has not again become an
Employee. If such amount is not payable under the provisions of the SMALL
AMOUNTS SECTION of Article IX, it will be distributed only if the Participant so
elects.

         If a Participant does not receive an earlier distribution according to
the provisions of this section or the SMALL AMOUNTS SECTION of Article IX, upon
his Retirement Date or death, his Vested Account shall be applied according to
the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION
of Article V.

         The Nonvested Account of a Participant who has ceased to be an Employee
shall remain a part of his Account until it becomes a Forfeiture; provided,
however, if the Participant again becomes an Employee so that his Vesting
Percentage can increase, the Nonvested Account may become a part of his Vested
Account.

SECTION 5.04 -- WHEN BENEFITS START.

         Benefits under the Plan begin when a Participant retires, dies or
ceases to be an Employee, whichever applies, as provided in the preceding
sections of this article. Benefits which begin before Normal Retirement Date for
a Participant who became Totally and Permanently Disabled when he was an
Employee shall be deemed to begin because he is Totally and Permanently
Disabled. The start of benefits is subject to the qualified election procedures
of Article VI.

         Unless otherwise elected, benefits shall begin before the sixtieth day
following the close of the Plan Year in which the latest date below occurs:

         (a)      The date the Participant attains age 65 (Normal Retirement
                  Age, if earlier).



                                       47

<PAGE>



         (b)      The tenth anniversary of the Participant's Entry Date.

         (c)      The date the Participant ceases to be an Employee.

         Notwithstanding the foregoing, the failure of a Participant and spouse
to consent to a distribution while a benefit is immediately distributable,
within the meaning of the ELECTION PROCEDURES SECTION of Article VI, shall be
deemed to be an election to defer commencement of payment of any benefit
sufficient to satisfy this section.

         The Participant may elect to have his benefits begin after the latest
date for beginning benefits described above, subject to the provisions of this
section. The Participant shall make the election in writing and deliver the
signed statement of election to the Plan Administrator before Normal Retirement
Date or the date he ceases to be an Employee, if later. The election must
describe the form of distribution and the date the benefits will begin. The
Participant shall not elect a date for beginning benefits or a form of
distribution that would result in a benefit payable when he dies which would be
more than incidental within the meaning of governmental regulations.

         Benefits shall begin by the Participant's required beginning date, as
defined in the FORM OF DISTRIBUTION SECTION of Article VI.

         Contributions which are used to compute the Actual Deferral Percentage,
as defined in the EXCESS AMOUNTS SECTION of Article III, may be distributed upon
disposition by the Employer of substantially all of the assets (within the
meaning of Code Section 409(d)(2)) used by the Employer in a trade or business
or disposition by the Employer of the Employer's interest in a subsidiary
(within the meaning of Code Section 409(d)(3)) if the transferee corporation is
not a Controlled Group member, the Employee continues employment with the
transferee corporation and the transferor corporation continues to maintain the
Plan. Such distributions made after March 31, 1988, must be made in a single
sum.

SECTION 5.05 -- WITHDRAWAL PRIVILEGES.

         A fully vested Participant who has attained age 59 1/2 may withdraw all
or any portion of his Vested Account which results from the following
Contributions if the amounts to be withdrawn have been allocated to the
Participant for two (2) or more years or the Participant has been a Participant
for at least five (5) years:

         Elective Deferral Contributions
         Matching Contributions
         Qualified Nonelective
         Contributions Rollover Contributions

         A Participant may make such a withdrawal at any time.

         A Participant may withdraw all or any portion of his Vested Account
which results from the following Contributions



                                       48

<PAGE>



         Elective Deferral Contributions
         Matching Contributions
         Rollover Contributions

in the event of hardship due to an immediate and heavy financial need.
Withdrawals from the Participant's Account resulting from Elective Deferral
Contributions shall be limited to the amount of the Participant's Elective
Deferral Contributions plus income allocable thereto credited to his Account as
of December 31, 1988. Immediate and heavy financial need shall be limited to:
(i) expenses incurred or necessary for medical care, described in Code Section
213(d), of the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase (excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of tuition
and related educational fees for the next 12 months of post-secondary education
for the Participant, his spouse, children or dependents; (iv) the need to
prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage of the Participant's principal residence; or (v) any
other distribution which is deemed by the Commissioner of Internal Revenue to be
made on account of immediate and heavy financial need as provided in Treasury
regulations. The Participant's request for a withdrawal shall include his
written statement that an immediate and heavy financial need exists and explain
its nature.

         No withdrawal shall be allowed which is not necessary to satisfy such
immediate and heavy financial need. Such withdrawal shall be deemed necessary
only if all of the following requirements are met: (i) the distribution is not
in excess of the amount of the immediate and heavy financial need of the
Participant (including amounts necessary to pay any Federal, state or local
income taxes or penalties reasonably anticipated to result from the
distribution); (ii) the Participant has obtained all distributions, other than
hardship distributions, and all nontaxable loans currently available under all
plans maintained by the Employer; (iii) the Plan, and all other plans maintained
by the Employer, provide that the Participant's elective contributions and
employee contributions will be suspended for at least 12 months after receipt of
the hardship distribution; and (iv) the Plan, and all other plans maintained by
the Employer, provide that the Participant may not make elective contributions
for the Participant's taxable year immediately following the taxable year of the
hardship distribution in excess of the applicable limit under Code Section
402(g) for such next taxable year less the amount of such Participant's elective
contributions for the taxable year of the hardship distribution. The Plan will
suspend elective contributions and employee contributions for 12 months and
limit elective deferrals as provided in the preceding sentence. A Participant
shall not cease to be an Eligible Participant, as defined in the EXCESS AMOUNTS
SECTION of Article III, merely because his elective contributions or employee
contributions are suspended.

         A request for withdrawal shall be in writing on a form furnished for
that purpose and delivered to the Plan Administrator before the withdrawal is to
occur.

         A forfeiture shall not occur solely as a result of a withdrawal.

SECTION 5.06 -- LOANS TO PARTICIPANTS.

         Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, Participant means any
Participant or Beneficiary who is a party-in-interest,


                                       49

<PAGE>



within the meaning of Section 3(14) of the Employee Retirement Income Security
Act of 1974. Loans shall not be made to highly compensated employees, as defined
in Code Section 414(q), in an amount greater than the amount made available to
other Participants.

         No loans will be made to any shareholder-employee or owner-employee.
For purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5% of the outstanding
stock of the corporation.

         A loan to a Participant shall be a Participant-directed investment of
his Account. The portion of a Participant's Account held in the Qualifying
Employer Securities Fund may be redeemed for purposes of a loan only after the
amount held in other investment options has been depleted. No Account other than
the borrowing Participant's Account shall share in the interest paid on the loan
or bear any expense or loss incurred because of the loan.

         The number of outstanding loans shall be limited to three. No more than
three loans will be approved for any Participant in any 12-month period. The
minimum amount of any loan shall be $500.

         Loans must be adequately secured and bear a reasonable rate of
interest.

         The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

         (a)      $50,000 reduced by the highest outstanding loan balance of
                  loans during the one-year period ending on the day before the
                  new loan is made.

         (b)      The greater of (1) or (2), reduced by (3) below:

                  (1)      One-half of the Participant's Vested Account.

                  (2)      $10,000.

                  (3)      Any outstanding loan balance on the date the new loan
                           is made.

For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans, as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

         The foregoing notwithstanding, the amount of such loan shall not exceed
50% of the amount of the Participant's Vested Account reduced by any outstanding
loan balance on the date the new loan is made. For purposes of this maximum, a
Participant's Vested Account does not include any accumulated deductible
employee contributions, as defined in Code Section 72(o)(5)(B). No


                                       50

<PAGE>



collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

         Notwithstanding any other provision of this Plan, the portion of the
Participant's Vested Account used as a security interest held by the Plan by
reason of a loan outstanding to the Participant shall be taken into account for
purposes of determining the amount of the Vested Account payable at the time of
death or distribution, but only if the reduction is used as repayment of the
loan.

         Each loan shall bear a reasonable fixed rate of interest to be
determined by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but loans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

         The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan. A loan
is not subject to this five-year repayment requirement if it is used to buy any
dwelling unit, which within a reasonable time, is to be used as the principal
residence of the Participant. The "reasonable time" will be determined at the
time the loan is made. If the loan is used to purchase a primary residence, the
repayment period will not extend beyond fifteen (15) years from the date of the
loan. The period of repayment for any loan shall be arrived at by mutual
agreement between the Loan Administrator and the Participant.

         The Participant shall make a written application for a loan from the
Plan on forms provided by the Loan Administrator. The application must specify
the amount and duration requested. No loan will be approved unless the
Participant is creditworthy. The Participant must grant authority to the Loan
Administrator to investigate the Participant's creditworthiness so that the loan
application may be properly considered.

         Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and/or credit history of the Participant to determine whether a
loan should be approved.

         Each loan shall be fully documented in the form of a promissory note
signed by the Participant for the face amount of the loan, together with
interest determined as specified above.

         There will be an assignment of collateral to the Plan executed at the
time the loan is made.



                                       51

<PAGE>



         In those cases where repayment through payroll deduction by the
Employer is available, installments are so payable, and a payroll deduction
agreement will be executed by the Participant at the time of making the loan.

         Where payroll deduction is not available, payments are to be timely
made.

         Any payment that is not by payroll deduction shall be made payable to
the Employer or Trustee, as specified in the promissory note, and delivered to
the Loan Administrator, including prepayments, service fees and penalties, if
any, and other amounts due under the note.

         The promissory note may provide for reasonable late payment penalties
and/or service fees. Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner. If the promissory note so provides,
such amounts may be assessed and collected from the Account of the Participant
as part of the loan balance.

         Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note.

         If any amount remains unpaid for more than 31 days after due, a default
is deemed to occur.

         Upon default, the Plan has the right to pursue any remedy available by
law to satisfy the amount due, along with accrued interest, including the right
to enforce its claim against the security pledged and execute upon the
collateral as allowed by law.

         If any payment of principal or interest or any other amount due under
the promissory note, or any portion thereof, is not made for a period of 90 days
after due, the entire principal balance whether or not otherwise then due, shall
become immediately due and payable without demand or notice, and subject to
collection or satisfaction by any lawful means, including specifically but not
limited to the right to enforce the claim against the security pledged and to
execute upon the collateral as allowed by law.

         In the event of default, foreclosure on the note and attachment of
security or use of amounts pledged to satisfy the amount then due, will not
occur until a distributable event occurs in accordance with the Plan, and will
not occur to an extent greater than the amount then available upon any
distributable event which has occurred under the Plan.

         All reasonable costs and expenses, including but not limited to
attorney's fees, incurred by the Plan in connection with any default or in any
proceeding to enforce any provision of a promissory note or instrument by which
a promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

         If payroll deduction is being utilized, in the event that a
Participant's available payroll deduction amounts in any given month are
insufficient to satisfy the total amount due, there will be an increase in the
amount taken subsequently, sufficient to make up the amount that is then due. If
the subsequent deduction is also insufficient to satisfy the amount due within
31 days, a default is deemed to occur as above. If any amount remains past due
more than 90 days, the entire principal


                                       52

<PAGE>



amount, whether or not otherwise then due, along with interest then accrued and
any other amount then due under the promissory note, shall become due and
payable, as above.

         If the Participant ceases to be a party-in-interest (as defined in this
section), the balance of the outstanding loan becomes due and payable, and the
Participant's Vested Account will be used as available for distribution(s) to
pay the outstanding loan. The Participant's Vested Account will not be used to
pay any amount due under the outstanding loan before the date which is 31 days
after the date he ceased to be an Employee, and the Participant may elect to
repay the outstanding loan with interest on the day of repayment. If no
distributable event has occurred under the Plan at the time that the
Participant's Vested Account would otherwise be used under this provision to pay
any amount due under the outstanding loan, this will not occur until the time,
or in excess of the extent to which, a distributable event occurs under the
Plan.

SECTION 5.07 -- DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS
ORDERS.

         The Plan specifically permits distributions to an Alternate Payee under
a qualified domestic relations order as defined in Code Section 414(p), at any
time, irrespective of whether the Participant has attained his earliest
retirement age as defined in Code Section 414(p), under the Plan. A distribution
to an Alternate Payee before the Participant's attainment of earliest retirement
age, as defined in Code Section 414(p), is available only if:

         (a)      the order specifies distributions at that time or permits an
                  agreement between the Plan and the Alternate Payee to
                  authorize an earlier distribution; and

         (b)      if the present value of the Alternate Payee's benefits under
                  the Plan exceeds $5,000 and the order requires, the Alternate
                  Payee consents to any distribution occurring before the
                  Participant's attainment of earliest retirement age, as
                  defined in Code Section 414(p).

Nothing in this section shall permit a Participant a right to receive a
distribution at a time otherwise not permitted under the Plan nor shall it
permit the Alternate Payee to receive a form of payment not permitted under the
Plan.

         The Plan Administrator shall establish reasonable procedures to
determine the qualified status of a domestic relations order. Upon receiving a
domestic relations order, the Plan Administrator promptly shall notify the
Participant and an Alternate Payee named in the order, in writing, of the
receipt of the order and the Plan's procedures for determining the qualified
status of the order. Within a reasonable period of time after receiving the
domestic relations order, the Plan Administrator shall determine the qualified
status of the order and shall notify the Participant and each Alternate Payee,
in writing, of its determination. The Plan Administrator shall provide notice
under this paragraph by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with Department of Labor
regulations. The Plan Administrator may treat as qualified any domestic
relations order entered before January 1, 1985, irrespective of whether it
satisfies all the requirements described in Code Section 414(p).



                                       53

<PAGE>



         If any portion of the Participant's Vested Account is payable during
the period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of
the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations order within 18 months of the date amounts are
first payable following receipt of the order, the payable amount shall be
distributed in accordance with the order. If the Plan Administrator does not
make its determination of the qualified status of the order within the 18 month
determination period, the payable amounts shall be distributed in the manner the
Plan would distribute if the order did not exist and the order shall apply
prospectively if the Plan Administrator later determines the order is a
qualified domestic relations order.

         The Plan shall make payments or distributions required under this
section by separate benefit checks or other separate distribution to the
Alternate Payee(s).



                                       54

<PAGE>



                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01 -- FORM OF DISTRIBUTION.

         The form of benefit payable to or on behalf of a Participant is a
single sum payment. That portion of a Participant's Account which is held in the
Qualifying Employer Securities Fund may be distributed in kind. The entire
interest of a Participant must be distributed no later than the Participant's
required beginning date. The Participant's required beginning date is the first
day of April of the calendar year following the calendar year in which the
Participant attains age 70 1/2, unless otherwise provided in (a), (b) or (c)
below:

         (a)      The required beginning date for a Participant who attains age
                  70 1/2 before January 1, 1988, and who is not a 5-percent
                  owner is the first day of April of the calendar year following
                  the calendar year in which the later of retirement or
                  attainment of age 70 1/2 occurs.

         (b)      The required beginning date for a Participant who attains age
                  70 1/2 before January 1, 1988, and who is a 5-percent owner is
                  the first day of April of the calendar year following the
                  later of

                  (1)      the calendar year in which the Participant attains
                           age 70 1/2, or

                  (2)      the earlier of the calendar year with or within which
                           ends the Plan Year in which the Participant becomes a
                           5-percent owner, or the calendar year in which the
                           Participant retires.

         (c)      The required beginning date of a Participant who is not a
                  5-percent owner and who attains age 70 1/2 during 1988 and who
                  has not retired as of January 1, 1989, is April 1, 1990.

A Participant is treated as a 5-percent owner for purposes of this section if
such Participant is a 5-percent owner as defined in Code Section 416(i)
(determined in accordance with Code Section 416 but without regard to whether
the Plan is top-heavy) at any time during the Plan Year ending with or within
the calendar year in which such owner attains age 66 1/2 or any subsequent Plan
Year.

SECTION 6.02 -- ELECTION PROCEDURES.

         The Participant shall make any election under this section in writing.
The Plan Administrator may require such individual to complete and sign any
necessary documents as to the provisions to be made. Any election permitted
under (a) below shall be subject to the qualified election provisions of (b)
below.

         (a)      Death Benefits. A Participant may elect his Beneficiary.

         (b)      Election. The Participant may make an election at any time
                  during the election period. The Participant may revoke the
                  election made (or make a new election) at any


                                       55

<PAGE>



                  time and any number of times during the election period. An
                  election is effective only if it meets the consent
                  requirements below.

                  A Participant may make an election as to death benefits at any
                  time before he dies.

                  If the Participant's Vested Account has at any time exceeded
                  $5,000, any benefit which is immediately distributable
                  requires the consent of the Participant. The consent of the
                  Participant to a benefit which is immediately distributable
                  must not be made before the date the Participant is provided
                  with the notice of the ability to defer the distribution. Such
                  consent shall be made in writing. The consent shall not be
                  made more than 90 days before the Annuity Starting Date. The
                  consent of the Participant shall not be required to the extent
                  that a distribution is required to satisfy Code Section 401
                  (a) (9) or Code Section 415.

                  In addition, upon termination of this Plan, the Participant's
                  Account balance may, without the Participant's consent, be
                  distributed to the Participant or transferred to another
                  defined contribution plan (other than an employee stock
                  ownership plan as defined in Code Section 4975(e)(7)) within
                  the same Controlled Group. A benefit is immediately
                  distributable if any part of the benefit could be distributed
                  to the Participant before the Participant attains the older of
                  Normal Retirement Age or age 62.

                  Spousal consent is needed to name a Beneficiary other than the
                  spouse. If the Participant names a Beneficiary other than his
                  spouse, the spouse has the right to limit consent only to a
                  specific Beneficiary. The spouse can relinquish such right.
                  Such consent shall be made in writing. The spouse's consent
                  shall be witnessed by a plan representative or notary public.
                  The spouse's consent must acknowledge the effect of the
                  election, including that the spouse had the right to limit
                  consent only to a specific Beneficiary and that the
                  relinquishment of such right was voluntary. Unless the consent
                  of the spouse expressly permits designations by the
                  Participant without a requirement of further consent by the
                  spouse, the spouse's consent must be limited to the
                  Beneficiary, class of Beneficiaries, or contingent Beneficiary
                  named in the election. Spousal consent is not required,
                  however, if the Participant establishes to the satisfaction of
                  the plan representative that the consent of the spouse cannot
                  be obtained because there is no spouse or the spouse cannot be
                  located. A spouse's consent under this paragraph shall not be
                  valid with respect to any other spouse. A Participant may
                  revoke a prior election without the consent of the spouse. Any
                  new election will require a new spousal consent, unless the
                  consent of the spouse expressly permits such election by the
                  Participant without further consent by the spouse. A spouse's
                  consent may be revoked at any time within the Participant's
                  election period.

SECTION 6.03 -- NOTICE REQUIREMENTS.

         The Plan Administrator shall furnish to the Participant a written
explanation of the right of the Participant to defer distribution until the
benefit is no longer immediately distributable. The Plan Administrator shall
furnish the written explanation by a method reasonably calculated to reach the


                                       56

<PAGE>



attention of the Participant no less than 30 days and no more than 90 days
before the Annuity Starting Date.



                                       57

<PAGE>



                                   ARTICLE VII

                               TERMINATION OF PLAN

         The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions under
the Plan constitutes complete termination of Plan.

         The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial Plan
termination. The Participant's Account shall continue to participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund until the Vested Account is distributed. A distribution under
this article will be a retirement benefit and shall be distributed to the
Participant according to the provisions of Article VI.

         A Participant's Account which does not result from Contributions which
are used to compute the Actual Deferral Percentage, as defined in the EXCESS
AMOUNTS SECTION of Article III, may be distributed to the Participant after the
effective date of the complete or partial Plan termination. A Participant's
Account resulting from Contributions which are used to compute such percentage
may be distributed upon termination of the Plan without the establishment or
maintenance of another defined contribution plan, other than an employee stock
ownership plan (as defined in Code Section 4975(e) or Code Section 409) or a
simplified employee pension plan (as defined in Code Section 408(k)). Such a
distribution made after March 31, 1988, must be in a single sum.

         Upon complete termination of Plan, no more Employees shall become
Participants and no more Contributions shall be made.

         The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.



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<PAGE>



                                  ARTICLE VIII

                             ADMINISTRATION OF PLAN

SECTION 8.01 -- ADMINISTRATION.

         Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has the power to construe the Plan, including ambiguous provisions, and to
determine all questions that may arise under the Plan, including all questions
relating to the eligibility of Employees to participate in the Plan and the
amount of benefit to which any Participant or Beneficiary may become entitled.
The Plan Administrator's decisions upon all matters within the scope of its
authority shall be final.

         Unless otherwise set out in the Plan or Group Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm which agrees to accept
such duties. The Plan Administrator shall be entitled to rely upon all tables,
valuations, certificates and reports furnished by the consultant appointed by
the Plan Administrator and upon all opinions given by any counsel selected or
approved by the Plan Administrator.

         The Plan Administrator shall receive all claims for benefits by
Participants, former Participants and Beneficiaries. The Plan Administrator
shall determine all facts necessary to establish the right of any Claimant to
benefits and the amount of those benefits under the provisions of the Plan. The
Plan Administrator may establish rules and procedures to be followed by
Claimants in filing claims for benefits, in furnishing and verifying proofs
necessary to determine age, and in any other matters required to administer the
Plan.

SECTION 8.02 -- RECORDS.

         All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

         Writing (handwriting, typing, printing), photostating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 8.03 -- INFORMATION AVAILABLE.

         Any Participant in the Plan or any Beneficiary may examine copies of
the Plan description, latest annual report, this Plan, the Group Contract or any
other instrument under which the Plan was established or is operated. The Plan
Administrator shall maintain all of the items listed in this section in its
office, or in such other place or places as it may designate in order to comply
with governmental regulations. These items may be examined during reasonable
business hours. Upon


                                       59

<PAGE>



the written request of a Participant or Beneficiary receiving benefits under the
Plan, the Plan Administrator will furnish him with a copy of any of these items.
The Plan Administrator may make a reasonable charge to the requesting person for
the copy.

SECTION 8.04 -- CLAIM AND APPEAL PROCEDURES.

         A Claimant must submit any required forms and pertinent information
when making a claim for benefits under the Plan.

         If a claim for benefits under the Plan is denied, the Plan
Administrator shall provide adequate written notice to the Claimant whose claim
for benefits under the Plan has been denied. The notice must be furnished within
90 days of the date that the claim is received by the Plan Administrator. The
Claimant shall be notified in writing within this initial 90-day period if
special circumstances require an extension of time needed to process the claim
and the date by which the Plan Administrator's decision is expected to be
rendered. The written notice shall be furnished no later than 180 days after the
date the claim was received by the Plan Administrator.

         The Plan Administrator's notice to the Claimant shall specify the
reason for the denial; specify references to pertinent Plan provisions on which
denial is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period shall render the Plan Administrator's
determination of such denial final, binding and conclusive.

         If the Claimant appeals to the Employer, the Claimant, or his
authorized representative, may submit in writing whatever issues and comments
the Claimant, or his representative, feels are pertinent. The Claimant, or his
authorized representative may review pertinent Plan documents. The Employer
shall reexamine all facts related to the appeal and make a final determination
as to whether the denial of benefits is justified under the circumstances. The
Employer shall advise the Claimant of its decision within 60 days of his written
request for review, unless special circumstances (such as a hearing) would make
rendering a decision within the 60-day limit unfeasible. The Claimant must be
notified within the 60-day limit if an extension is necessary. The Employer
shall render a decision on a claim for benefits no later than 120 days after the
request for review is received.

SECTION 8.05 -- UNCLAIMED VESTED ACCOUNT PROCEDURE.

         At the time the Participant's Vested Account is distributable to the
Participant, spouse or Beneficiary without his consent according to the
provisions of Article VI or Article IX, the Plan Administrator, by certified or
registered mail addressed to his last known address and in accordance with the
notice requirements of Article VI, will notify him of his entitlement to a
benefit. If the Participant, spouse or Beneficiary fails to claim the Vested
Account or make his whereabouts known in writing within three years from the
date of mailing the notice, the Plan Administrator may treat such unclaimed
Vested Account as a forfeiture and apply it according to the forfeiture
provisions of Article III. If Article III contains no forfeiture provisions,
such amount will be applied to reduce the earliest Employer Contributions due
after the forfeiture arises.


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         If a Participant's Vested Account is forfeited according to the
provisions of the above paragraph and the Participant, his spouse or his
Beneficiary at any time make a claim for benefits, the forfeited Vested Account
shall be reinstated, unadjusted for any gains or losses occurring after the date
it was forfeited. The reinstated Vested Account shall then be distributed to the
Participant, spouse or Beneficiary according to the preceding provisions of the
Plan.

SECTION 8.06 -- DELEGATION OF AUTHORITY.

         All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.

SECTION 8.07 -- VOTING AND TENDER OF QUALIFYING EMPLOYER SECURITIES.

         (a)      Each person with amounts invested in the Qualifying Employer
                  Securities Fund shall have the right to confidentially direct
                  the exercise of voting rights appurtenant to Qualifying
                  Employer Securities attributable to the portion of such
                  person's account invested in the Qualifying Employer
                  Securities Fund; PROVIDED, HOWEVER, that such person had
                  investments in the Qualifying Employer Securities Fund as of
                  the most recent valuation date coincident with or immediately
                  preceding the applicable record date for exercising such
                  voting rights. Such person shall, for this purpose, be deemed
                  a "named fiduciary" within the meaning of section 402(a)(2) of
                  ERISA. Such direction shall be made by completing and filing
                  with the inspector of elections, Trustee, or such other person
                  who shall be independent of the issuer of Qualifying Employer
                  Securities as the Plan Administrator shall designate, at least
                  10 days prior to the date of the meeting of holders of
                  Qualifying Employer Securities at which such voting rights
                  will be exercised, a written direction in the form and manner
                  prescribed by the Plan Administrator. The inspector of
                  elections, Trustee or such other person designated by the Plan
                  Administrator shall tabulate the directions given on a
                  strictly confidential basis and shall provide the Plan
                  Administrator with only the final results of such tabulation.
                  The final results of the tabulation shall be followed by the
                  Plan Administrator in directing the Trustee as to the manner
                  in which such voting rights shall be exercised. The Plan
                  Administrator shall furnish, or cause to be furnished, to each
                  person whose account is invested in the Qualifying Employer
                  Securities Fund all annual reports, proxy materials and other
                  information known by the Plan Administrator to have been
                  furnished by the issuer of the Qualifying Employer Securities
                  or by any proxy solicitor to the holders of Qualifying
                  Employer Securities.

         (b)      To the extent that any person with amounts invested in the
                  Qualifying Employer Securities Fund fails to give instructions
                  with respect to the exercise of voting rights appurtenant to
                  Qualifying Employer Securities attributable to the portion of
                  such person's account invested in the Qualifying Employer
                  Securities Fund with respect to each matter to be voted upon:

                           (1) the Plan Administrator shall direct the Trustee
                  to: (A) cast a number of affirmative votes equal to the
                  product of (I) the number of


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<PAGE>



                  Qualifying Employer Securities for which no written
                  instructions have been given, multiplied by (II) a fraction,
                  the numerator of which is the number of Qualifying Employer
                  Securities for which affirmative votes will be cast in
                  accordance with written instructions given as provided in
                  section 8.07(a) and the denominator of which is the aggregate
                  number of affirmative and negative votes which will be cast in
                  accordance with written instructions given as aforesaid, and
                  (B) cast a number of negative votes equal to the excess (if
                  any) of (I) the number of Qualifying Employer Securities for
                  which no written instructions have been given over (II) the
                  number of affirmative votes being cast with respect to such
                  Qualifying Employer Securities pursuant to section
                  8.07(b)(i)(A); or

                           (2) if the Plan Administrator shall determine that it
                  may not, consistent with its fiduciary duties, direct the
                  Trustee to vote the Qualifying Employer Securities for which
                  no written instructions have been given in the manner
                  described in section 8.07(b)(i), it shall direct the Trustee
                  to vote such Qualifying Employer Securities in such manner as
                  the Plan Administrator, in its discretion, may determine to be
                  in the best interests of the persons to whom such Qualifying
                  Employer Securities are attributable.

         (c)      To the extent permitted by applicable law, the Trustee shall
                  act in accordance with the directions that it receives from
                  the Plan Administrator for each matter as to which voting
                  rights are to be exercised. If the Plan Administrator does not
                  provide the Trustee with directions, then to the extent
                  permitted by applicable law, the Trustee shall exercise the
                  voting rights appurtenant to Qualifying Employer Securities
                  held in the Qualifying Employer Securities Fund in its
                  discretion. The Trustee shall have no discretion over or
                  responsibility or liability for its actions taken in
                  accordance with the Plan Administrator's directions. The
                  Employer hereby agrees to indemnify the Trustee and hold it
                  harmless from and defend it against any claim asserted against
                  or liability imposed on the Trustee by reason of its having
                  acted on any direction given by the Plan Administrator in
                  accordance with section 8.07(a), (b) or (c) or failing to act
                  in the absence of such direction.

         (d)      Each person with amounts invested in the Qualifying Employer
                  Securities Fund shall have the right to confidentially direct
                  the response to a tender offer, or to any other offer, made to
                  the holders of Qualifying Employer Securities generally, to
                  purchase, exchange, redeem or otherwise transfer Qualifying
                  Employer Securities, with respect to the Qualifying Employer
                  Securities attributable to the portion of such person's
                  account invested in the Qualifying Employer Securities Fund;
                  PROVIDED, HOWEVER, that such person had amounts invested in
                  the Qualifying Employer Securities Fund as of the most recent
                  valuation date coincident with or immediately preceding the
                  first day for delivering Qualifying Employer Securities or
                  otherwise responding to such tender or other offer. Such
                  person shall, for such purpose, be deemed a "named fiduciary"
                  within the meaning of section 402(a)(2) of ERISA. Such
                  direction shall be made by completing and filing with the
                  Trustee, or such other person who shall be independent of the
                  issuer of Qualifying Employer Securities as the Plan


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<PAGE>



                  Administrator shall designate, at least 10 days prior to the
                  last day for delivering Qualifying Employer Securities or
                  otherwise responding to such tender or other offer, a written
                  direction in the form and manner prescribed by the Plan
                  Administrator. The Trustee or such other person designated by
                  the Plan Administrator shall tabulate the directions given on
                  a strictly confidential basis and shall provide the Plan
                  Administrator with only the final results of such tabulation.
                  The final results of the tabulation shall be followed by the
                  Plan Administrator in directing the Trustee as to the number
                  of Qualifying Employer Securities to be delivered in response
                  to such tender or other offer. The Plan Administrator shall
                  furnish or cause to be furnished, to each person whose account
                  is invested in whole or in part in the Qualifying Employer
                  Securities Fund, all information concerning such tender or
                  other offer known by the Plan Administrator to have been
                  furnished by the issuer of Qualifying Employer Securities or
                  furnished by or on behalf of the person making such tender or
                  other offer.

         (e)      To the extent that any person with amounts invested in the
                  Qualifying Employer Securities Fund fails to give instructions
                  with respect to Qualifying Employer Securities attributable to
                  the portion of his account invested in the Qualifying Employer
                  Securities Fund:

                           (1) the Plan Administrator shall direct the Trustee
                  to: (A) tender or otherwise offer for purchase, exchange or
                  redemption a number of such Qualifying Employer Securities
                  equal to the product of (I) the number of Qualifying Employer
                  Securities for which no written instructions have been given,
                  multiplied by (II) a fraction, the numerator of which is the
                  number of Qualifying Employer Securities tendered or otherwise
                  offered for purchase, exchange or redemption in accordance
                  with written instructions given as provided in section 8.07(d)
                  and the denominator of which is the aggregate number of
                  Qualifying Employer Securities for which written instructions
                  have been given as aforesaid, and (B) withhold a number of
                  Qualifying Employer Securities equal to the excess (if any) of
                  (I) the number of Qualifying Employer Securities for which no
                  written instructions have been given over (II) the number of
                  Qualifying Employer Securities being tendered or otherwise
                  offered pursuant to section 8.07(e)(i)(A); or

                           (2) if the Plan Administrator shall determine that it
                  may not, consistent with its fiduciary duties, direct the
                  Trustee to tender or otherwise offer for purchase, exchange or
                  redemption Qualifying Employer Securities for which no written
                  instructions have been given in the manner described in
                  section 8.07(e)(i), it shall tender, or otherwise offer, or
                  withhold such Qualifying Employer Securities in such manner as
                  it, in its discretion, may determine to be in the best
                  interests of the persons to whom such Qualifying Employer
                  Securities are attributable.

         (f)      If the Plan Administrator does not provide the Trustee with
                  directions with respect to a tender offer or other offer
                  described in section 8.07(d), then to the extent


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<PAGE>



                  permitted by applicable law, the Trustee shall take any action
                  in response to such an offer in its discretion. The Trustee
                  shall have no discretion over or responsibility or liability
                  for its actions taken in accordance with the Plan
                  Administrator's directions. The Employer hereby agrees to
                  indemnify the Trustee and hold it harmless from and defend it
                  against any claim asserted against or liability imposed on the
                  Trustee by reason of its having acted on any direction given
                  by the Plan Administrator in accordance with section 8.07(d),
                  (e) or (f) or failing to act in the absence of any such
                  direction.

         (g)      Each person with amounts invested in the Qualifying Employer
                  Securities Fund shall have the right to confidentially direct
                  the manner in which all dissent and appraisal rights
                  appurtenant to Qualifying Employer Securities attributable to
                  the portion of such person's account invested in the
                  Qualifying Employer Securities Fund will be exercised;
                  PROVIDED, HOWEVER, that such person had amounts invested in
                  the Qualifying Employer Securities Fund as of the most recent
                  valuation date coincident with or immediately preceding the
                  applicable date for exercising such dissent or appraisal
                  rights. Such individual shall, for such purpose, be deemed a
                  "named fiduciary" within the meaning of section 402(a)(2) of
                  ERISA. Such a direction shall be given by completing and
                  filing with the Trustee or such other person designated by the
                  Plan Administrator who shall be independent of the issuer of
                  Qualifying Employer Securities at least 10 days prior to the
                  latest date for exercising such dissent and appraisal rights a
                  written direction in the form and manner prescribed by the
                  Plan Administrator. The Trustee or other person designated by
                  the Plan Administrator shall tabulate the directions given on
                  a strictly confidently basis and shall provide the Plan
                  Administrator with only the final results of such tabulation.
                  The final results of the tabulation shall be followed by the
                  Plan Administrator in directing the Trustee as to the manner
                  in which such dissent and appraisal rights shall be exercised.
                  The Plan Administrator shall furnish, or cause to be
                  furnished, to each person whose account is invested in the
                  Qualifying Employer Securities Fund all information known by
                  the Plan Administrator to have been furnished by the issuer of
                  the Qualifying Employer Securities, or by or on behalf of any
                  person, to the holders of Qualifying Employer Securities in
                  connection with such dissent and appraisal rights.

         (h)      To the extent that any person with amounts invested in the
                  Qualifying Employer Securities Fund shall fails to give
                  instructions with respect to dissent and appraisal rights
                  appurtenant to Qualifying Employer Securities attributable to
                  his interest, the Plan Administrator shall direct the Trustee
                  to exercise dissent and appraisal rights as to those
                  Qualifying Employer Securities in such manner as the Plan
                  Administrator shall determine to be in the best interest of
                  the person to whom such Qualifying Employer Securities are
                  attributable.

         (i)      If the Plan Administrator does not provide the Trustee with
                  directions with respect to dissent and appraisal rights, then
                  to the extent permitted by applicable law, the Trustee shall
                  take any action in response to such rights in its discretion.
                  The Trustee shall have no discretion over or responsibility or
                  liability for its actions taken in accordance with the Plan
                  Administrator's directions. The Employer hereby agrees to


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<PAGE>



                  indemnify the Trustee and hold it harmless from and defend it
                  against any claim asserted against or liability imposed on the
                  Trustee by reason of its having acted on any direction given
                  by the Plan Administrator in accordance with section 8.07(g),
                  (h) or (i) or failing to act in the absence of any such
                  direction.




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<PAGE>



                                   ARTICLE IX

                               GENERAL PROVISIONS

SECTION 9.01 -- AMENDMENTS.

         The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the specified period of time as may be determined by
Internal Revenue Service regulations) to comply with the requirements of any law
or regulation issued by any governmental agency to which the Employer is
subject. An amendment may not diminish or adversely affect any accrued interest
or benefit of Participants or their Beneficiaries or eliminate an optional form
of distribution with respect to benefits attributable to service before the
amendment nor allow reversion or diversion of Plan assets to the Employer at any
time, except as may be necessary to comply with the requirements of any law or
regulation issued by any governmental agency to which the Employer is subject.
No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Participant's accrued benefit, However, a Participant's
Account may be reduced to the extent permitted under Code Section 412(c)(8). For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's Account or eliminating an optional form of benefit, with respect
to benefits attributable to service before the amendment shall be treated as
reducing an accrued benefit. Furthermore, if the vesting schedule of the Plan is
amended, in the case of an Employee who is a Participant as of the later of the
date such amendment is adopted or the date it becomes effective, the
nonforfeitable percentage (determined as of such date) of such Employee's
employer-derived accrued benefit will not be less than his percentage computed
under the Plan without regard to such amendment.

         An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article X, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

         (a)      who has completed at least three Years of Service on the date
                  the election period described below ends (five Years of
                  Service if the Participant does not have at least one
                  Hour-of-Service in a Plan Year beginning after December 31,
                  1988) and

         (b)      whose nonforfeitable percentage will be determined on any date
                  after the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. An election does not need to
be provided for any Participant or former Participant whose nonforfeitable
percentage, determined according to the Plan provisions as changed, cannot at
any time be less than the percentage determined without regard to such change.
The election period shall begin no later than the date the Plan amendment is
adopted, or deemed adopted in the case of a change in the top-heavy status of
the Plan, and end no earlier than the


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<PAGE>



sixtieth day after the latest of the date the amendment is adopted (deemed
adopted) or becomes effective, or the date the Participant is issued written
notice of the amendment (deemed amendment) by the Employer or the Plan
Administrator.

SECTION 9.02 -- DIRECT ROLLOVERS.

         This section applies to distributions made on or after January 1, 1993.
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 Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan, specified by the Distributee, in a Direct Rollover.

SECTION 9.03 -- MERGERS AND DIRECT TRANSFERS.

         The Plan may not be merged or consolidated with, nor have its assets or
liabilities transferred to, any other retirement plan, unless each Participant
in the plan would (if the plan then terminated) receive a benefit immediately
after the merger, consolidation or transfer which is equal to or greater than
the benefit the Participant would have been entitled to receive immediately
before the merger, consolidation or transfer (if this Plan had then terminated).
The Employer may enter into merger agreements or direct transfer of assets
agreements with the employers under other retirement plans which are qualifiable
under Code Section 401 (a), including an elective transfer, and may accept the
direct transfer of plan assets, or may transfer plan assets, as a party to any
such agreement. The Employer shall not consent to, or be a party to a merger,
consolidation or transfer of assets with a defined benefit plan if such action
would result in a defined benefit feature being maintained under this Plan. The
Employer shall not consent to, or be a party to a merger, consolidation or
transfer of assets with a plan which is subject to the survivor annuity
requirements of Code Section 401 (a)(11) if such action would result in a
survivor annuity feature being maintained under the Plan.

         The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated to
the Eligible Employee, until the time he meets all of the requirements to become
an Active Participant.

         The Plan shall hold, administer and distribute the transferred assets
as a part of the Plan. The Plan shall maintain a separate account for the
benefit of the Employee on whose behalf the Plan accepted the transfer in order
to reflect the value of the transferred assets. Unless a transfer of assets to
the Plan is an elective transfer, the Plan shall apply the optional forms of
benefit protections described in the AMENDMENTS SECTION of Article IX to all
transferred assets. A transfer is elective if: (1) the transfer is voluntary,
under a fully informed election by the Participant; (2) the Participant has an
alternative that retains his Code Section 411 (d) (6) protected benefits
(including an option to leave his benefit in the transferor plan, if that plan
is not terminating); (3) if the transferor plan is subject to Code Sections 401
(a)(11) and 417, the transfer satisfies the applicable spousal consent
requirements of the Code; (4) the notice requirements under Code Section 417,
requiring a written explanation with respect to an election not to receive
benefits in the form of a qualified joint and survivor annuity, are met with
respect to the Participant and spousal transfer


                                       67

<PAGE>



election; (5) the Participant has a right to immediate distribution from the
transferor plan under provisions in the plan not inconsistent with Code Section
401(a); (6) the transferred benefit is equal to the Participant's entire
nonforfeitable accrued benefit under the transferor plan, calculated to be at
least the greater of the single sum distribution provided by the transferor plan
(if any) or the present value of the Participant's accrued benefit under the
transferor plan payable at the plan's normal retirement age and calculated using
an interest rate subject to the restrictions of Code Section 417(e) and subject
to the overall limitations of Code Section 415; (7) the Participant has a 100%
nonforfeitable interest in the transferred benefit; and (8) the transfer
otherwise satisfies applicable Treasury regulations.

SECTION 9.04 -- PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

         The obligations of an Insurer shall be governed solely by the
provisions of the Group Contract. The Insurer shall not be required to perform
any act not provided in or contrary to the provisions of the Group Contract. See
the CONSTRUCTION SECTION of this article.

         Any issuer or distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee.

         Such Insurer, issuer or distributor is not a party to the Plan, nor
bound in any way by the Plan provisions. Such parties shall not be required to
look to the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

         Until notice of any amendment or termination of this Plan or a change
in Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 9.05 -- EMPLOYMENT STATUS.

         Nothing contained in this Plan gives an Employee the right to be
retained in the Employer's employ or to interfere with the Employer's right to
discharge any Employee.

SECTION 9.06 -- RIGHTS TO PLAN ASSETS.

         No Employee shall have any right to or interest in any assets of the
Plan upon termination of his employment or otherwise except as specifically
provided under this Plan, and then only to the extent of the benefits payable to
such Employee in accordance with Plan provisions.

         Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries of such Participant under the Plan
provisions shall be in full satisfaction of all claims against the Plan, the
Named Fiduciary, the Plan Administrator, the Trustee, the Insurer, and the
Employer arising under or by virtue of the Plan.


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<PAGE>



SECTION 9.07 -- BENEFICIARY.

         Each Participant may name a Beneficiary to receive any death benefit
that may arise out of his participation in the Plan. The Participant may change
his Beneficiary from time to time. Unless a qualified election has been made
under section 6.02, for purposes of distributing any death benefits before
Retirement Date, the Beneficiary of a Participant who has a spouse shall be the
Participant's spouse. The Participant's Beneficiary designation and any change
of Beneficiary shall be subject to the provisions of the ELECTION PROCEDURES
SECTION of Article VI. It is the responsibility of the Participant to give
written notice to the Insurer of the name of the Beneficiary on a form furnished
for that purpose.

         The Plan Administrator shall maintain records of Beneficiary
designations for Participants. If a Participant dies before his Retirement Date,
the Plan Administrator shall provide a copy of the Beneficiary designation on
its records for the Participant to the Insurer.

         If, at the death of a Participant, there is no Beneficiary named or
surviving, any death benefit under the Group Contract shall be paid under the
applicable provisions of the Group Contract.

SECTION 9.08 -- NONALIENATION OF BENEFITS.

         Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary, or spouse. A Participant, Beneficiary
or spouse does not have any rights to alienate, anticipate, commute, pledge,
encumber or assign any of such benefits, except in the case of a loan as
provided in the LOANS TO PARTICIPANTS SECTION of Article V. The preceding
sentences shall also apply to the creation, assignment, or recognition of a
right to any benefit payable with respect to a Participant according to a
domestic relations order, unless such order is determined by the Plan
Administrator to be a qualified domestic relations order, as defined in Code
Section 414(p), or any domestic relations order entered before January 1, 1985.
Effective as of August 5, 1997, notwithstanding anything in the Plan to the
contrary, a Participant's, former Participant's or Beneficiary's Account under
the Plan may be offset by any amount such Participant, former Participant or
Beneficiary is required or ordered to pay to the Plan if:

         (a)      the order or requirement to pay arises: (i) under a judgment
                  issued on or after August 5, 1997 of conviction for a crime
                  involving the Plan; (ii) under a civil judgment (including a
                  consent order or decree) entered by a court on or after August
                  5, 1997 in an action brought in connection with a violation
                  (or alleged violation) of part 4 of subtitle B of title I of
                  ERISA; or (iii) pursuant to a settlement agreement entered
                  into on or after August 5, 1997 between the Participant,
                  former Participant or Beneficiary and one or both of the
                  United States Department of Labor and the Pension Benefit
                  Guaranty Corporation in connection with a violation (or
                  alleged violation) of part 4 of subtitle B of title I of ERISA
                  by a fiduciary or any other person; and

         (b)      the judgment, order, decree or settlement agreement expressly
                  provides for the offset of all or part of the amount ordered
                  or required to be paid to the Plan against the Participant's,
                  former Participant's or Beneficiary's benefits under the Plan.



                                       69

<PAGE>



SECTION 9.09 -- CONSTRUCTION.

         The validity of the Plan or any of its provisions is determined under
and construed according to Federal law and, to the extent permissible, according
to the laws of the state in which the Employer has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

         In the event of any conflict between the provisions of the Plan and the
terms of any contract or policy issued hereunder, the provisions of the Plan
control the operation and administration of the Plan.

SECTION 9.10 -- LEGAL ACTIONS.

         The Plan, the Plan Administrator, the Trustee and the Named Fiduciary
are the necessary parties to any action or proceeding involving the assets held
with respect to the Plan or administration of the Plan or Trust. No person
employed by the Employer, no Participant, former Participant or their
Beneficiaries or any other person having or claiming to have an interest in the
Plan is entitled to any notice of process. A final judgment entered in any such
action or proceeding shall be binding and conclusive on all persons having or
claiming to have an interest in the Plan.

SECTION 9.11 -- SMALL AMOUNTS.

         If the Vested Account of a Participant has never exceeded $5,000, the
entire Vested Account shall be payable in a single sum as of the earliest of his
Retirement Date, the date he dies, or the date he ceases to be an Employee for
any other reason. This is a small amounts payment. If a small amount is payable
as of the date the Participant dies, the small amounts payment shall be made to
the Participant's Beneficiary. If a small amount is payable while the
Participant is living, the small amounts payment shall be made to the
Participant. The small amounts payment is in full settlement of all benefits
otherwise payable.

         No other small amounts payments shall be made.

SECTION 9.12 -- WORD USAGE.

         The masculine gender, where used in this Plan, shall include the
feminine gender and the singular words as used in this Plan may include the
plural, unless the context indicates otherwise.

SECTION 9.13 -- TRANSFERS BETWEEN PLANS.

         If an Employee previously participated in another plan of the Employer
which credited service under the elapsed time method for any purpose which under
this Plan is determined using the hours method, then the Employee's service
shall be equal to the sum of (a), (b) and (c) below:

         (a)      The number of whole years of service credited to him under the
                  other plan as of the date he became an Eligible Employee under
                  this Plan.


                                       70

<PAGE>




         (b)      One year or a part of a year of service for the applicable
                  service period in which he became an Eligible Employee if he
                  is credited with the required number of Hours- of-Service. If
                  the Employer does not have sufficient records to determine the
                  Employee's actual Hours-of-Service in that part of the service
                  period before the date he became an Eligible Employee, the
                  Hours-of-Service shall be determined using an equivalency. For
                  any month in which he would be required to be credited with
                  one Hour-of-Service, the Employee shall be deemed for purposes
                  of this section to be credited with 190 Hours-of-Service.

         (c)      The Employee's service determined under this Plan using the
                  hours method after the end of the applicable service period in
                  which he became an Eligible Employee.

         If an Employee previously participated in another plan of the Employer
which credited service under the hours method for any purpose which under this
Plan is determined using the elapsed time method, then the Employee's service
shall be equal to the sum of (d), (e) and (f) below:

         (d)      The number of whole years of service credited to him under the
                  other plan as of the beginning of the applicable service
                  period under that plan in which he became an Eligible Employee
                  under this Plan.

         (e)      The greater of (1) the service that would be credited to him
                  for that entire service period using the elapsed time method
                  or (2) the service credited to him under the other plan as of
                  the date he became an Eligible Employee under this Plan.

         (f)      The Employee's service determined under this Plan using the
                  elapsed time method after the end of the applicable service
                  period under the other plan in which he became an Eligible
                  Employee.

         Any modification of service contained in this Plan shall be applicable
to the service determined pursuant to this section.

         If the Employee previously participated in the plan of a Controlled
Group member which credited service under a different method than is used in
this Plan, for purposes of determining eligibility and vesting the provisions
above shall apply as though the plan of the Controlled Group member were a plan
of the Employer.



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<PAGE>



                                    ARTICLE X

                           TOP-HEAVY PLAN REQUIREMENTS

SECTION 10.01 -- APPLICATION.

         The provisions of this article shall supersede all other provisions in
the Plan to the contrary.

         For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer as used in this article shall be deemed to include all members
of the Controlled Group unless the term as used clearly indicates only the
Employer is meant.

         The accrued benefit or account of a participant which results from
deductible voluntary contributions shall not be included for any purpose under
this article.

         The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of Article X
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be a
collective bargaining agreement between employee representatives and one or more
employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this
purpose, the term "employee representatives" does not include any organization
more than half of whose members are employees who are owners, officers, or
executives.

SECTION 10.02 -- DEFINITIONS.

    The following terms are defined for purposes of this article.

         AGGREGATION GROUP means

         (a)      each of the Employer's retirement plans in which a Key
                  Employee is a participant during the Year containing the
                  Determination Date or one of the four preceding Years,

         (b)      each of the Employer's other retirement plans which allows the
                  plan(s) described in (a) above to meet the nondiscrimination
                  requirement of Code Section 401(a)(4) or the minimum coverage
                  requirement of Code Section 410, and

         (c)      any of the Employer's other retirement plans not included in
                  (a) or (b) above which the Employer desires to include as part
                  of the Aggregation Group. Such a retirement plan shall be
                  included only if the Aggregation Group would continue to
                  satisfy the requirements of Code Section 401(a)(4) and Code
                  Section 410.



                                       72

<PAGE>



         The plans in (a) and (b) above constitute the "required" Aggregation
         Group. The plans in (a), (b) and (c) above constitute the "permissive"
         Aggregation Group.

         COMPENSATION means, as to an Employee for any period, compensation as
         defined in the CONTRIBUTION LIMITATION SECTION of Article III. For
         purposes of determining who is a Key Employee, Compensation shall
         include, in addition to compensation as defined in the CONTRIBUTION
         LIMITATION SECTION of Article III, elective contributions. Elective
         contributions are amounts excludable from the Employee's gross income
         under Code Sections 125, 402(e)(3), 402(h) or 403(b), and contributed
         by the Employer, at the Employee's election, to a Code Section 401(k)
         arrangement, a simplified employee pension, cafeteria plan or
         tax-sheltered annuity.

         For purposes of Compensation as defined in this section, Compensation
         shall be limited in the same manner and in the same time as the
         Compensation defined in the DEFINITION SECTION of Article I.

         DETERMINATION DATE means as to this Plan for any Year, the last day of
         the preceding Year. However, if there is no preceding Year, the
         Determination Date is the last day of such Year.

         KEY EMPLOYEE means any Employee or former Employee (including
         Beneficiaries of deceased Employees) who at any time during the
         determination period was

         (a)      one of the Employer's officers (subject to the maximum below)
                  whose Compensation (as defined in this section) for the Year
                  exceeds 50 percent of the dollar limitation under Code Section
                  415(b)(1)(A),

         (b)      one of the ten Employees who owns (or is considered to own,
                  under Code Section 318) more than a half percent ownership
                  interest and one of the largest interests in the Employer
                  during any Year of the determination period if such person's
                  Compensation (as defined in this section) for the Year exceeds
                  the dollar limitation under Code Section 415(c)(1)(A),

         (c)      a five-percent owner of the Employer, or

         (d)      a one-percent owner of the Employer whose Compensation (as
                  defined in this section) for the Year is more than $150,000.

         Each member of the Controlled Group shall be treated as a separate
         employer for purposes of determining ownership in the Employer.

         The determination period is the Year containing the Determination Date
         and the four preceding Years. If the Employer has fewer than 30
         Employees, no more than three Employees shall be treated as Key
         Employees because they are officers. If the Employer has between 30 and
         500 Employees, no more than ten percent of the Employer's Employees (if
         not an integer, increased to the next integer) shall be treated as Key
         Employees because they are officers. In no event will more than 50
         Employees be treated as Key Employees because


                                       73

<PAGE>



         they are officers if the Employer has 500 or more Employees. The number
         of Employees for any Plan Year is the greatest number of Employees
         during the determination period. Officers who are employees described
         in Code Section 414(q)(8) shall be excluded. If the Employer has more
         than the maximum number of officers to be treated as Key Employees, the
         officers shall be ranked by amount of annual Compensation (as defined
         in this section), and those with the greater amount of annual
         Compensation during the determination period shall be treated as Key
         Employees. To determine the ten Employees owning the largest interests
         in the Employer, if more than one Employee has the same ownership
         interest, the Employee(s) having the greater annual Compensation shall
         be treated as owning the larger interest(s). The determination of who
         is a Key Employee shall be made according to Code Section 416(i)(1) and
         the regulations thereunder.

         NON-KEY EMPLOYEE means a person who is a non-key employee within the
         meaning of Code Section 416 and regulations thereunder.

         PRESENT VALUE means the present value of a participant's accrued
         benefit under a defined benefit plan as of his normal retirement age
         (attained age if later) or, if the plan provides non-proportional
         subsidies, the age at which the benefit is most valuable. The accrued
         benefit of any Employee (other than a Key Employee) shall be determined
         under the method which is used for accrual purposes for all plans of
         the Employer or if there is no one method which is used for accrual
         purposes for all plans of the Employer, as if such benefit accrued not
         more rapidly than the slowest accrual rate permitted under Code Section
         411 (b)(1)(C). For purposes of establishing Present Value, any benefit
         shall be discounted only for 7.5% interest and mortality according to
         the 1971 Group Annuity Table (Male) without the 7% margin but with
         projection by Scale E from 1971 to the later of (a) 1974, or (b) the
         year determined by adding the age to 1920, and wherein for females the
         male age six years younger is used. If the Present Value of accrued
         benefits is determined for a participant under more than one defined
         benefit plan included in the Aggregation Group, all such plans shall
         use the same actuarial assumptions to determine the Present Value.

         TOP-HEAVY PLAN means a plan which is a top-heavy plan for any plan year
         beginning after December 31, 1983. This Plan shall be a Top-heavy Plan
         if

         (a)      the Top-heavy Ratio for this Plan alone exceeds 60 percent and
                  this Plan is not part of any required Aggregation Group or
                  permissive Aggregation Group.

         (b)      this Plan is a part of a required Aggregation Group, but not
                  part of a permissive Aggregation Group, and the Top-heavy
                  Ratio for the required Aggregation Group exceeds 60 percent.

         (c)      this Plan is a part of a required Aggregation Group and part
                  of a permissive Aggregation Group and the Top-heavy Ratio for
                  the permissive Aggregation Group exceeds 60 percent.

         TOP-HEAVY RATIO means the ratio calculated below for this Plan or for
the Aggregation Group.



                                       74

<PAGE>



         (a)      If the Employer maintains one or more defined contribution
                  plans (including any simplified employee pension plan) and the
                  Employer has not maintained any defined benefit plan which
                  during the five-year period ending on the determination date
                  has or has had accrued benefits, the Top-heavy Ratio for this
                  Plan alone or for the required or permissive Aggregation Group
                  as appropriate is a fraction, the numerator of which is the
                  sum of the account balances of all Key Employees as of the
                  determination date and the denominator of which is the sum of
                  all account balances of all employees as of the determination
                  date. Both the numerator and denominator of the Top-heavy
                  Ratio are adjusted for any distribution of an account balance
                  (including those made from terminated plan(s) of the Employer
                  which would have been part of the required Aggregation Group
                  had such plan(s) not been terminated) made in the five-year
                  period ending on the determination date. Both the numerator
                  and denominator of the Top-heavy Ratio are increased to
                  reflect any contribution not actually made as of the
                  Determination Date, but which is required to be taken into
                  account on that date under Code Section 416 and the
                  regulations thereunder.

         (b)      If the Employer maintains one or more defined contribution
                  plans (including any simplified employee pension plan) and the
                  Employer maintains or has maintained one or more defined
                  benefit plans which during the five-year period ending on the
                  determination date has or has had accrued benefits, the
                  Top-heavy Ratio for any required or permissive Aggregation
                  Group as appropriate is a fraction, the numerator of which is
                  the sum of the account balances under the defined contribution
                  plan(s) of all Key Employees and the Present Value of accrued
                  benefits under the defined benefit plan(s) for all Key
                  Employees, and the denominator of which is the sum of the
                  account balances under the defined contribution plan(s) for
                  all employees and the Present Value of accrued benefits under
                  the defined benefit plans for all employees. Both the
                  numerator and denominator of the Top-heavy Ratio are adjusted
                  for any distribution of an account balance or an accrued
                  benefit (including those made from terminated plan(s) of the
                  Employer which would have been part of the required
                  Aggregation Group had such plan(s) not been terminated) made
                  in the five-year period ending on the determination date.

         (c)      For purposes of (a) and (b) above, the value of account
                  balances and the Present Value of accrued benefits will be
                  determined as of the most recent valuation date that falls
                  within or ends with the 12-month period ending on the
                  determination date, except as provided in Code Section 416 and
                  the regulations thereunder for the first and second plan years
                  of a defined benefit plan. The account balances and accrued
                  benefits of an employee who is not a Key Employee but who was
                  a Key Employee in a prior year will be disregarded. The
                  calculation of the Top-heavy Ratio and the extent to which
                  distributions, rollovers and transfers during the five-year
                  period ending on the determination date are to be taken into
                  account, shall be determined according to the provisions of
                  Code Section 416 and regulations thereunder. The account
                  balances and accrued benefits of an individual who has
                  performed no service for the Employer during the five-year
                  period ending on the determination date shall be excluded from
                  the Top-heavy Ratio until the time the individual again
                  performs service for the Employer. Deductible employee
                  contributions will not be taken into


                                       75

<PAGE>



                  account for purposes of computing the Top-heavy Ratio. When
                  aggregating plans, the value of account balances and accrued
                  benefits will be calculated with reference to the
                  determination dates that fall within the same calendar year.

         Account, as used in this definition, means the value of an employee's
         account under one of the Employer's retirement plans on the latest
         valuation date. In the case of a money purchase plan or target benefit
         plan, such value shall be adjusted to include any contributions made
         for or by the employee after the valuation date and on or before such
         determination date or due to be made as of such determination date but
         not yet forwarded to the insurer or trustee. In the case of a profit
         sharing plan, such value shall be adjusted to include any contributions
         made for or by the employee after the valuation date and on or before
         such determination date. During the first Year of any profit sharing
         plan such adjustment in value shall include contributions made after
         such determination date that are allocated as of a date in such Year.
         The nondeductible employee contributions which an employee makes under
         a defined benefit plan of the Employer shall be treated as if they were
         contributions under a separate defined contribution plan.

         VALUATION DATE means, as to this Plan, the last day of the last
         calendar month ending in a Year.

         YEAR means the Plan Year unless another year is specified by the
         Employer in a separate written resolution in accordance with
         regulations issued by the Secretary of the Treasury or his delegate.

SECTION 10.03--MODIFICATION OF VESTING REQUIREMENTS.

         If a Participant's Vesting Percentage determined under Article I is not
at least as great as his Vesting Percentage would be if it were determined under
a schedule permitted in Code Section 416, the following shall apply. During any
Year in which the Plan is a Top-heavy Plan, the Participant's Vesting Percentage
shall be the greater of the Vesting Percentage determined under Article I or the
schedule below.



                     VESTING SERVICE                    NONFORFEITABLE
                      (whole years)                       PERCENTAGE

                       Less than 2                             0
                            2                                 20
                            3                                 40
                            4                                 60
                            5                                 80
                        6 or more                             100

         The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined


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<PAGE>



above applies to all of the Participant's Account resulting from Employer
Contributions, including Contributions the Employer makes before the TEFRA
Compliance Date or when the Plan is not a Top-heavy Plan.

         If, in a later Year, this Plan is not a Top-heavy Plan, a Participant's
Vesting Percentage shall be determined under Article I. A Participant's Vesting
Percentage determined under either Article I or the schedule above shall never
be reduced and the election procedures of the AMENDMENTS SECTION of Article IX
shall apply when changing to or from the schedule as though the automatic change
were the result of an amendment.

         The part of the Participant's Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of
Article X shall not be forfeited because of a period of reemployment after
benefit payments have begun.

SECTION 10.04--MODIFICATION OF CONTRIBUTIONS.

         During any Year in which this Plan is a Top-heavy Plan, the Employer
shall make a minimum contribution or allocation on the last day of the Year for
each person who is a Non-key Employee on that day and who either was or could
have been an Active Participant during the Year. A Non-key Employee is not
required to have a minimum number of hours-of-service or minimum amount of
Compensation, or to have had any Elective Deferral Contributions made for him in
order to be entitled to this minimum. The minimum contribution or allocation for
such person shall be equal to the lesser of (a) or (b) below:

         (a)      Three percent of such person's Compensation (as defined in
                  this article).

         (b)      The "highest percentage" of Compensation (as defined in this
                  article) for such Year at which the Employer's contributions
                  are made for or allocated to any Key Employee. The highest
                  percentage shall be determined by dividing the Employer
                  Contributions made for or allocated to each Key Employee
                  during such Year by the amount of his Compensation (as defined
                  in this article), which is not more than the maximum set out
                  above, and selecting the greatest quotient (expressed as a
                  percentage). To determine the highest percentage, all of the
                  Employer's defined contribution plans within the Aggregation
                  Group shall be treated as one plan. The provisions of this
                  paragraph shall not apply if this Plan and a defined benefit
                  plan of the Employer are required to be included in the
                  Aggregation Group and this Plan enables the defined benefit
                  plan to meet the requirements of Code Section 401(a)(4) or
                  Code Section 410.

         If the Employer's contributions and allocations otherwise required
under the defined contribution plan(s) are at least equal to the minimum above,
no additional contribution or reallocation shall be required. If the Employer's
contributions and allocations are less than the minimum above and Employer
Contributions under this Plan are allocated to Participants, any Employer
Contributions (other than those which are allocated on the basis of the amount
made for such person) shall be reallocated to provide the minimum. The remaining
Contributions shall be allocated as provided in the preceding articles of this
Plan taking into account any amount which was


                                       77

<PAGE>



reallocated to provide the minimum. If the Employer's total contributions and
allocations are less than the minimum above after any reallocation provided
above, the Employer shall contribute the difference for the Year.

         The minimum contribution or allocation applies to all of the Employer's
defined contribution plans in the aggregate which are Top-heavy Plans. If an
additional contribution or allocation is required to meet the minimum above, it
shall be provided in this Plan.

         A minimum allocation under a profit sharing plan shall be made without
regard to whether or not the Employer has profits.

         If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under a defined benefit plan of the Employer's
which is a Top-heavy Plan during that same Year, the minimum benefits for him
shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis of the lesser of (c)
two percent of his average pay multiplied by his years of service or (d) twenty
percent of his average pay. Average pay and years of service shall have the
meaning set forth in such defined benefit plan for this purpose.

         For purposes of this section, any employer contribution made according
to a salary reduction or similar arrangement shall not apply before the first
Yearly Date in 1985. On and after the first Yearly Date in 1989, any such
employer contributions and employer contributions which are matching
contributions, as defined in Code Section 401(m), shall not apply in determining
if the minimum contribution requirement has been met, but shall apply in
determining the minimum contribution required. Forfeitures credited to a
Participant's Account are treated as employer contributions.

         The requirements of this section shall be met without regard to
contributions under Chapter 2 of the Code (relating to tax on self-employment),
Chapter 21 of the Code (relating to Federal Insurance Contributions Act), Title
III of the Social Security Act or any other Federal or state law.

SECTION 10.05--MODIFICATION OF CONTRIBUTION LIMITATION.

         If the provisions of subsection (e) of the CONTRIBUTION LIMITATION
SECTION of Article III are applicable for any Limitation Year during which this
Plan is a Top-heavy Plan, the benefit limitations shall be modified. The
definitions of Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction in the CONTRIBUTION LIMITATION SECTION of Article III shall be modified
by substituting "1.0" in lieu of "l.25." The optional denominator for
determining the Defined Contribution Plan Fraction shall be modified by
substituting "$41,500" in lieu of "$51,875." In addition, an adjustment shall be
made to the numerator of the Defined Contribution Plan Fraction. The adjustment
is a reduction of that numerator similar to the modification of the Defined
Contribution Plan Fraction described in the CONTRIBUTION LIMITATION SECTION of
Article III, and shall be made with respect to the last Plan Year beginning
before January 1, 1984.

         The modifications in the paragraph above shall not apply with respect
to a Participant so long as employer contributions, forfeitures or nondeductible
employee contributions are not credited to


                                       78

<PAGE>



his account under this or any of the Employer's other defined contribution plans
and benefits do not accrue for such Participant under the Employer's defined
benefit plan(s), until the sum of his Defined Contribution and Defined Benefit
Plan Fractions is less than 1.0.

         The modification of the benefit limitation shall not apply if both of
         the following requirements are met:

         (a)      This Plan would not be a Top-heavy Plan if "90 percent" were
                  substituted for "60 percent" in the definition of Top-heavy
                  Plan.

         (b)      A Non-key Employee who is not covered under a defined
                  contribution plan of the Employer, accrues a minimum benefit
                  on, or adjusted to, a straight life basis equal to the lesser
                  of (a) three percent of his average pay multiplied by his
                  years of service or (b) twenty percent, increased by one
                  percentage point (not to exceed ten percentage points) for
                  each year earned while the benefit limitation is to be
                  modified as described above, of his average pay.

                  The account of a Non-key Employee who is covered under only
                  one or more defined contribution plans of the Employer, is
                  credited with a minimum employer contribution or allocation
                  under such plan(s) equal to four percent of the person's
                  Compensation for each year in which the plan is a Top-heavy
                  Plan.

                  If a Non-key Employee is covered under both defined
                  contribution and defined benefit plans of the Employer,

                  (1)      a minimum accrued benefit for such person equal to
                           the amount determined above for a person who is not
                           covered under a defined contribution plan is accrued
                           in the defined benefit plan(s) or

                  (2)      a minimum contribution or allocation equal to 7.5
                           percent of the person's Compensation for a Year in
                           which the plans are Top-heavy Plans will be credited
                           to his account under the defined contribution plans.

         By executing this Plan, the Primary Employer acknowledges having
counseled to the extent necessary with selected legal and tax advisors regarding
the Plan's legal and tax implications.


                                       79

<PAGE>

    Executed this 23rd day of August, 2000.

                                                THE WARWICK SAVINGS BANK

                                                By: /s/ Ronald J. Gentile
                                                    ---------------------
                                                Title:  President

                                                 Defined Contribution Plan 7.7





                                       80

<PAGE>



                  THE WARWICK SAVINGS BANK 401(K) SAVINGS PLAN

         To the Sponsor of The Warwick Savings Bank 401(k) Savings Plan:

         In accordance with the provisions of The Warwick Savings Bank 401(k)
         Savings Plan ("Plan"), we hereby elect to participate in the Plan. We
         understand the rights and responsibilities of this action as provided
         in the Plan.

         We understand that contributions made by any other participating group
         or us covered under the McNamara-O'Hara Service Contract Act of 1965
         shall be treated as contributions made by The Warwick Savings Bank, as
         the Employer.

         We understand that we will no longer be participating in the Plan if we
         cease to be affiliated with the Employer.

         Dated this 23rd day of August, 2000. This shall be the date of our
         acceptance of the provision of the Plan.

         Fiscal year end: December 31            Date of adoption: March 1, 1987


         ---------------------------------------------------
                  WSB Financial Services, Inc.

         /s/ Ronald J. Gentile
         ---------------------------------------------------
                              Signature
         President
         ---------------------------------------------------
                                Title




<PAGE>



                  THE WARWICK SAVINGS BANK 401(K) SAVINGS PLAN

         To the Sponsor of The Warwick Savings Bank 401(k) Savings Plan:

         In accordance with the provisions of The Warwick Savings Bank 401(k)
         Savings Plan ("Plan"), we hereby elect to participate in the Plan. We
         understand the rights and responsibilities of this action as provided
         in the Plan.

         We understand that contributions made by any other participating group
         or us covered under the McNamara-O'Hara Service Contract Act of 1965
         shall be treated as contributions made by The Warwick Savings Bank, as
         the Employer.

         We understand that we will no longer be participating in the Plan if we
         cease to be affiliated with the Employer.

         Dated this 23rd day of August, 2000. This shall be the date of our
         acceptance of the provision of the Plan.

         Fiscal year end: December 31            Date of adoption: March 1, 1987

         ---------------------------------------------------
                     Towne Center Mortgage Company

         /s/ Ronald J. Gentile
         ---------------------------------------------------
                              Signature
         President
         ---------------------------------------------------
                                Title




<PAGE>



                  THE WARWICK SAVINGS BANK 401(K) SAVINGS PLAN

         To the Sponsor of The Warwick Savings Bank 401(k) Savings Plan:

         In accordance with the provisions of The Warwick Savings Bank 401(k)
         Savings Plan ("Plan"), we hereby elect to participate in the Plan. We
         understand the rights and responsibilities of this action as provided
         in the Plan.

         We understand that contributions made by any other participating group
         or us covered under the McNamara-O'Hara Service Contract Act of 1965
         shall be treated as contributions made by The Warwick Savings Bank, as
         the Employer.

         We understand that we will no longer be participating in the Plan if we
         cease to be affiliated with the Employer.

         Dated this 23rd day of August, 2000. This shall be the date of our
         acceptance of the provision of the Plan.

         Fiscal year end: December 31            Date of adoption: March 1, 1987

         ---------------------------------------------------
                          Towne Center Bank

         /s/ Timothy Dempsey
         ---------------------------------------------------
                               Signature
         Chairman
         ---------------------------------------------------
                                 Title