EXHIBIT 10.2

          LNR PROPERTY CORPORATION EMPLOYEE STOCK OWNERSHIP/401(k) PLAN


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                                TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----
                                   SECTION 1.

                                  DEFINITIONS ..........................  2

1.1        ACCOUNTS ....................................................  2

1.2        ACQUIRED COMPANY ............................................  3

1.3        ACQUISITION LOAN ............................................  3

1.4        ACTUAL CONTRIBUTION PERCENTAGE ..............................  3

1.5        ACTUAL DEFERRAL PERCENTAGE ..................................  3

1.6        ANNIVERSARY DATE ............................................  4

1.7        BOARD .......................................................  4

1.8        CODE ........................................................  4

1.9        COMPANY .....................................................  4

1.10       COMPANY STOCK ...............................................  4

1.11       COMPENSATION ................................................  4

1.12       DEFERRED RETIREMENT DATE ....................................  4

1.13       DISABILITY ..................................................  5

1.14       EARLY RETIREMENT DATE .......................................  5

1.15       ELIGIBLE EMPLOYEE ...........................................  5

1.16       EMPLOYEE ....................................................  5

1.17       EMPLOYER ....................................................  5

1.18       ENROLLMENT DATE .............................................  6

1.19       ERISA .......................................................  6

1.20       ESOP ........................................................  6

1.21       FINANCED SHARES .............................................  6

1.22       FINANCIAL HARDSHIP ..........................................  6

1.23       FULLY VESTED ................................................  6

1.24       HIGHLY COMPENSATED EMPLOYEE .................................  6

1.25       415 COMPENSATION ............................................  7

1.26       HOUR OF SERVICE .............................................  8

1.27       INDEPENDENT ADVISOR .........................................  8

1.28       INVESTMENT MANAGER ..........................................  9

1.29       MATCHING CONTRIBUTION .......................................  9

1.30       NONVESTED ...................................................  9

1.31       NON-HIGHLY COMPENSATED EMPLOYEE .............................  9

1.32       NORMAL RETIREMENT AGE .......................................  9

1.33       NORMAL RETIREMENT DATE ......................................  9

1.34       ONE-YEAR BREAK-IN SERVICE ...................................  9

1.35       PARTICIPANT ................................................. 10

1.36       PLAN ........................................................ 10

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                                                                        PAGE
                                                                        ----
1.37       PLAN YEAR ................................................... 10

1.38       PREDECESSOR PLAN ............................................ 11

1.39       SALARY DEFERRAL ARRANGEMENT ................................. 11

1.40       SALARY DEFERRAL CONTRIBUTION ................................ 11

1.41       TERMINATION OF EMPLOYMENT ................................... 11

1.42       TRUST ....................................................... 11

1.43       TRUSTEES .................................................... 11

1.44       VALUATION DATE .............................................. 12

1.45       YEAR-OF-SERVICE ............................................. 12

                                   SECTION 2.

                                 PARTICIPATION ......................... 12

2.1        COMMENCEMENT OF PARTICIPATION ............................... 12

2.2        OBLIGATION OF PARTICIPANT ................................... 12

2.3        TERMINATION OF PARTICIPATION ................................ 13

                                   SECTION 3.

                                 CONTRIBUTIONS ......................... 13

3.1        ESOP CONTRIBUTION ........................................... 13

3.2        SALARY DEFERRAL ............................................. 14

3.3        MATCHING AND VOLUNTARY CONTRIBUTIONS ........................ 16

3.4        ROLLOVER CONTRIBUTION ....................................... 19

3.5        ANNUAL LIMITATION ON CONTRIBUTIONS .......................... 19

                                   SECTION 4.

                                    VESTING ............................ 20

4.1        ESOP AND MATCHING ACCOUNTS .................................. 20

4.2        CAPITAL ACCUMULATION, SALARY DEFERRAL, VOLUNTARY
           CONTRIBUTION AND ROLLOVER ACCOUNTS .......................... 21

                                   SECTION 5.

                                  FORFEITURES .......................... 21

5.1        FORFEITURES ................................................. 21

5.2        ALLOCATION .................................................. 21

5.3        RESTORATION OF BENEFITS ..................................... 22

                                   SECTION 6.

                                       ii

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                                                                        PAGE
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                              INVESTMENT IN FUNDS ...................... 22

6.1        INVESTMENT FUNDS ............................................ 22

6.2        ESOP AND CAPITAL ACCUMULATION ACCOUNTS ...................... 22

6.3        INVESTMENT PERFORMANCE ...................................... 25

6.4        INDEPENDENT APPRAISER ....................................... 26

                                   SECTION 7.

                                 DISTRIBUTIONS ......................... 26

7.1        DISTRIBUTIONS DURING EMPLOYMENT ............................. 26

7.2        DISTRIBUTIONS UPON SEPARATION FROM SERVICE .................. 26

7.3        DISTRIBUTEE'S RIGHT TO DEMAND COMPANY STOCK ................. 29

7.4        INCOMPETENCE OF DISTRIBUTEE ................................. 40

7.5        LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN .............. 40

7.6        PUT OPTION .................................................. 40

7.7        RESTRICTIONS ................................................ 41

                                   SECTION 8.

                            AMENDMENT AND TERMINATION .................. 41

8.1        AMENDMENT ................................................... 41

8.2        TERMINATION, PARTIAL TERMINATION, OR COMPLETE DISCONTINUANCE
           OF CONTRIBUTIONS ............................................ 42

8.3        PERMISSIBLE REVERSIONS ...................................... 42

                                   SECTION 9.

                                     CLAIMS ............................ 43

                                   SECTION 10.

                               TO HEAVY PROVISION ...................... 44

10.1       APPLICATION OF TOP-HEAVY PROVISIONS ......................... 44

10.2       KEY EMPLOYEES ............................................... 47

10.3       NON-KEY EMPLOYEE ............................................ 48

10.4       ADDITIONAL RULES ............................................ 48

10.5       VESTING REQUIREMENTS ........................................ 48

10.6       MINIMUM BENEFIT ............................................. 49

10.7       CEILING ON INCLUDIBLE COMPENSATION .......................... 49

                                   SECTION 11.

                                       iii

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                                                                        PAGE
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                                  MISCELLANEOUS ........................ 49

11.1       LIMITATION OF RIGHTS;  EMPLOYMENT RELATIONSHIP .............. 49

11.2       MERGER;  TRANSFER OF ASSETS ................................. 49

11.3       PROHIBITION AGAINST ASSIGNMENT .............................. 50

11.4       APPLICABLE LAW; SEVERABILITY ................................ 51

11.5       RELIANCE UPON COPY OF PLAN .................................. 51

11.6       GENDER AND NUMBER;  CAPTIONS OR HEADINGS .................... 51

                                   SECTION 12.

                             ADMINISTRATIVE COMMITTEE .................. 51

12.1       APPOINTMENT OF COMMITTEE .................................... 51

12.2       COMMITTEE ORGANIZATION ...................................... 52

12.3       COMMITTEE MEETINGS .......................................... 52

12.4       COMMITTEE FUNCTIONS AND POWERS .............................. 52

12.5       COMMITTEE ACTIONS CONCLUSIVE ................................ 53

12.6       COMMITTEE APPOINTMENT OF AGENTS ............................. 53

12.7       RELIANCE ON OPINIONS, ETC. .................................. 53

12.8       RECORDS AND ACCOUNTS ........................................ 54

12.9       PAYMENT OF EXPENSE .......................................... 54

12.10      LIABILITY OF THE ADMINISTRATIVE COMMITTEE ................... 54

                                   SECTION 13.

                                 TRUST AGREEMENT ....................... 55

13.1       THE TRUST AGREEMENT ......................................... 55

13.2       NO DIVERSION OF CORPUS OR INCOME ............................ 55

                                       iv

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                                    PREAMBLE

         The following are the provisions of the LNR PROPERTY CORPORATION
EMPLOYEE STOCK OWNERSHIP/401(k) PLAN (the "Plan") as it is hereinafter set
forth, and as it may hereinafter from time to time be amended by the LNR
PROPERTY CORPORATION, a corporation formed under the laws of Delaware (the
"Employer").

         Employer was established in 1997, as a result of a reorganization of
Lennar Corporation. Pursuant to the reorganization, Employer was created and its
stock distributed to Lennar Corporation shareholders.

         The Plan is based upon the LENNAR CORPORATION EMPLOYEE STOCK OWNERSHIP
PLAN (the "Predecessor Plan") which was originally adopted effective November 1,
1983 and subsequently amended and restated effective December 1, 1989 and again
on December 31, 1994. Assets and liabilities shall be transferred from the
Predecessor Plan to the Plan for all Participants in the Plan who have account
balances in the Predecessor Plan. Any Participant in this Plan on the Effective
Date, who was a participant in the Predecessor Plan as of the date immediately
preceding the Effective Date, shall be immediately eligible to participate in
the Plan and shall be credited with all Years of Service and all 1997 Hours of
Service earned at Lennar Corporation.

         The Employer now desires to adopt the Plan in connection with the
reorganization of Lennar Corporation and the Employer. In order to accomplish
this result, the Employer does hereby adopt the LNR PROPERTY CORPORATION
EMPLOYEE STOCK OWNERSHIP/401(k) PLAN.

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                                   SECTION 1.

                                   DEFINITIONS

       1.1        ACCOUNTS

                  (a)      CAPITAL ACCUMULATION ACCOUNT

                           The account of a Participant which is credited with
                           contributions pursuant to Section 7.1 (a)(I).

                  (b)       ESOP ACCOUNT

                           (I)      GENERAL ACCOUNT

                                    The account of a Participant which is
                                    credited with ESOP Contributions pursuant to
                                    Section 3.1.

                           (II)     SUB-ACCOUNTS

                                    The ESOP Account shall be divided into the
                                    following two sub-accounts for accounting
                                    purposes:

                                    (A)     COMPANY COMMON STOCK SUB-ACCOUNT

                                            (i)      This Sub-Account shall be
                                                     credited with the portion
                                                     of Participant's ESOP
                                                     Account which is invested
                                                     in Company Common Stock
                                                     through the company Common
                                                     Stock Fund pursuant to
                                                     Section 6.1 (a).

                                    (B) OTHER INVESTMENTS SUB-ACCOUNT

                                            (i)      This Sub-Account shall be
                                                     credited with the portion
                                                     of the Participant's ESOP
                                                     Account which is invested
                                                     in anything other than
                                                     Company Common Stock
                                                     through the Company Common
                                                     Stock Fund pursuant to
                                                     Section 6.1 (a).

                  (c)      LOAN SUSPENSE ACCOUNT

                           The account of the Plan which contains all assets
                           acquired by "Acquisition Loans."

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                  (d)      MATCHING ACCOUNT

                           The account of a Participant which is credited with
                           matching contributions made pursuant to Section
                           3.3(a).

                  (e)      ROLLOVER ACCOUNT

                           The account of a Participant which is credited with
                           rollover deposits made pursuant to Section 3.4.

                  (f)      SALARY DEFERRAL ACCOUNT

                           The account of a Participant which is credited with
                           Salary Deferral Contributions made pursuant to
                           Section 3.2(a).

                  (g)      VOLUNTARY CONTRIBUTION ACCOUNT

                           The account of a Participant which is credited with
                           Voluntary Contributions made pursuant to Section
                           3.3(b).

        1.2       ACQUIRED COMPANY

                  A business the Company acquires through the purchase and/or
                  exchange of assets, equity or a combination of both.

        1.3       ACQUISITION LOAN

                  A loan used by the Company to finance the acquisition of
                  Company Stock for the Trust pursuant to Section 6.1 (a)(I).

        1.4       ACTUAL CONTRIBUTION PERCENTAGE

                  The ratio of:

                  (a)      The sum of Matching Contributions and Voluntary
                           Contributions; to

                  (b)      Compensation for the Plan Year, for each Eligible
                           Employee.

        1.5       ACTUAL DEFERRAL PERCENTAGE

                  The ratio of:

                  (a)      Salary Deferral Contributions; to

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                  (b)      Compensation for the Plan Year for each Eligible
                           Employee.

      1.6         ANNIVERSARY DATE

                  The last day of each Plan Year.

      1.7         BOARD

                  The Board of Directors of the Company.

      1.8         CODE

                  The Internal Revenue Code of 1986, as amended.

      1.9         COMPANY

                  LNR Property Corporation, a Delaware corporation, or any
                  successor to it in ownership of all or substantially all of
                  its operating assets which adopts and continues the Plan by
                  operation of law or with the approval of the Board.

      1.10        COMPANY STOCK

                  Shares of voting common stock issued by the Company which
                  either (A) are readily tradable on an established securities
                  market, or (B) have a combination of voting power and dividend
                  rights equal to or in excess of that class of common stock of
                  the Company having the greatest voting power and dividend
                  rights.

      1.11        COMPENSATION

                  The total wages or salary paid within the Plan Year by the
                  Employer to a Participant as reported to the Internal Revenue
                  Service on Form W-2 plus any contributions elected pursuant to
                  Section 3.2. "Compensation" may not exceed $150,000 per year,
                  or such higher amount to which such amount shall be adjusted
                  annually in accordance with regulations prescribed by the
                  Secretary of the Treasury pursuant to Code Section 415(d) to
                  reflect increases in the cost-of-living.

      1.12        DEFERRED RETIREMENT DATE

                  The actual retirement date of a Participant who has already
                  attained his Normal Retirement Age.

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        1.13      DISABILITY

                  A mental or physical condition which is total and permanent
                  and prevents a Participant from performing the Participant's
                  usual duties as an Employee. The Administrative Committee,
                  based on medical evidence deemed by it to be competent, shall
                  be the sole judge of the Disability of a Participant, and its
                  determinations shall be final and conclusive.

        1.14      EARLY RETIREMENT DATE

                  Any date on which the Participant retires prior to the date
                  such Participant attains age sixty-five (65) which is on or
                  after the later of:

                  (a)      the day the Participant attains age sixty (60), or

                  (b)      the day the Participant completes twenty-five (25)
                           Years-of-Service.

        1.15      ELIGIBLE EMPLOVEE

                  An Employee who may participate in the Plan because he has
                  attained the age of 21.

        1.16      Employee

                Any individual, including any officer, employed by the Employer,
                whether paid a regular weekly, bi-weekly, semimonthly, monthly,
                or annual rate of salary, or paid on an hourly basis only for
                performance as a managerial, administrative, technical,
                professional or clerical employee, or paid in whole or in part
                on a commission basis (but not including any other individual
                employed on an hourly or piecework basis), and who is employed
                in the United States, or if employed abroad, is a citizen of the
                United States and is covered under an agreement entered into by
                the Employer under Section 3121(1) of the Code. The term
                Employee shall not include a member of the Board who is active
                only in that capacity, or any individual covered by a collective
                bargaining agreement between the Employer and a union (except as
                may be provided in such collective bargaining agreement), or any
                individual who is an independent contractor or a leased employee
                under Section 414(n) of the Code.

        1.17     EMPLOVER

                The Company and all other entities which are part of a
                controlled group, as defined at Code Sections 414(b) and 414(c),
                of which the Company is part.

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      1.18        ENROLLMENT DATE

                  Enrollment Date means January 1 or July I of each Plan Year.

      1.19        ERISA

                  The Employee Retirement Income Security Act of 1974, as
                  amended.

      1.20        ESOP

                  Employee Stock Ownership Plan as defined in Section 4975(e)(7)
                  of the Internal Revenue Code.

      1.21        FINANCED SHARES

                  Shares of Company Stock acquired by the Trust with the
                  proceeds of an Acquisition Loan.

      1.22        FINANCIAL HARDSHIP

                  An immediate and heavy financial need of a Participant as
                  described in Treasury Regulation 1.404(k)-l(d)(2).

      1.23        FULLY VESTED

                  When a Participant's nonforfeitable percentage in all his
                  Accounts is 100% per Section 4.

      1.24        HIGHLY COMPENSATED EMPLOYEE

                  Any Eligible Employee who:

                  (a)      Performs service for the Employer during the Plan
                           Year and who, during the prior Plan Year received
                           Compensation from the Employer in excess of $80,000
                           (as adjusted pursuant to Code Section 415(d));

                  (b)      Is a 5% owner at any time during the prior Plan Year
                           or Plan Year; or

                  (c)      Separated from service (or was deemed to have
                           separated) prior to the Plan Year, performs no
                           service for the Employer during the Plan Year, and
                           was a Highly Compensated Employee for either the Plan
                           Year he terminated employment or any Plan Year ending
                           on or after his 55th Birthday.

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                  The determination of Highly Compensated Employees may be made
                  by the Committee on the basis of the "top-paid group" election
                  or the substantiation guidelines in accordance with such
                  regulations, notices or other guidance issued under Section
                  414(q) of the Code.

        1.25      415 COMPENSATION

                  A Participant's wages, salaries, fees for professional service
                  and other amounts of personal services actually rendered in
                  the course of employment with an Employer maintaining the Plan
                  (including, but not limited to, commissions paid salesmen,
                  compensation for services on the basis of a percentage of
                  profits, commissions on insurance premiums, tips and bonuses
                  and in the case of a Participant who is an Employee within the
                  meaning of Code Section 401(c)(1) and the regulations
                  thereunder, the Participant's earned income (as described in
                  Code Section 401(c)(2) and the regulations thereunder) paid or
                  accrued during the "limitation year."It shall exclude:

                  (a)      Contributions made by the Employer to a plan of
                           deferred compensation to the extent that, before the
                           application of the Code Section 415 limitations to
                           the Plan,the contributions are not includible in the
                           gross income of the Employee for the taxable year in
                           which contributed,

                  (b)      Employer contributions made on behalf of an Employee
                           to a simplified employee pension plan described in
                           Code Section 408(k) to the extent such contributions
                           are deductible by the Employee under Code Section
                           219(a);

                  (c)      Any distributions from a plan of deferred
                           compensation regardless of whether such amounts are
                           includible in the gross income of the Employee when
                           distributed except any amounts received by an
                           Employee pursuant to an unfunded nonqualified plan of
                           the Employee's Employer to the extent such amounts
                           are includible in the gross income of the Employee;

                  (d)      Amounts realized from the exercise of a nonqualified
                           stock option or when restricted stock (or property)
                           held by an Employee either becomes freely
                           transferable or is no longer subject to a substantial
                           risk of forfeiture;

                  (e)      Amounts realized from the sale, exchange or other
                           dispositions of stock required under a qualified
                           stock option;

                  (f)      Other amounts which receive special tax benefits,
                           such as premiums for group term life insurance (but
                           only to the extent that the premiums are not
                           includible in the gross income of the Employee).

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                  However, notwithstanding the foregoing, for Plan Years
                  beginning after December 31, 1997, the term "415 Compensation"
                  shall include any elective deferral as defined in Section
                  402(g)(3) of the Code, and any amount which is contributed or
                  deferred by the Company at the election of the Participant and
                  is not includible in the gross income of the Participant by
                  reason of Section 125 of the Code.

      1.26        HOUR OF SERVICE

                  "Hour of Service" means:

                  (a)      Each hour for which an Employee is paid or entitled
                           to payment by the Company for the performance of
                           duties;

                  (b)      Each hour for which an Employee is paid or entitled
                           to payment by the Company for reasons such as
                           vacation, sickness or disability, other than for the
                           performance of duties. These hours shall be credited
                           to the Employee for the computation period or periods
                           in which payment is actually made for amounts payable
                           to the Employee; and

                  (c)      Each hour for which back pay (irrespective of
                           mitigation of damages) has been either awarded or
                           agreed to by the Company. These hours shall be
                           credited to the Employee for the computation period
                           or periods to which the award or agreement pertains,
                           rather than the computation period in which the
                           award, agreement or payment is made.

                  In applying this definition, any ambiguity shall be resolved
                  consistent with the rules set out at Department of Labor Reg.
                  Sections 2530.200b-2(b) and (c).

      1.27        INDEPENDENT ADVISOR

                  Any person, firm or corporation which has been appointed by
                  the Administrative Committee pursuant to Section 12.4(k) to
                  provide advice with respect to investment of the funds in any
                  or in all of the Investment Funds described in Section 6.1.

                  An independent advisor must be one of the following:

                  (a)      Registered as an investment advisor under the
                           Investment Advisors Act of 1940;

                  (b)      A bank, defined under ERISA, or

                  (c)      An insurance company qualified under the laws of more
                           than one state to manage, acquire or dispose of any
                           asset of a Plan.

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       1.28       INVESTMENT MANAGER

                  Any person, firm or corporation which satisfies the
                  requirements of Section 3(38) of ERISA.

       1.29       MATCHING CONTRIBUTION

                  The contribution described in Section 3.3(a).

       1.30       NONVESTED

                  When a Participant is not Fully Vested.

       1.31       NON-HIGHLY COMPENSATED EMPLOVEE

                  Any Eligible Employee who is not a Highly Compensated Employee
                  under Plan Section 1.25.

       1.32       NORMAL RETIREMENT AGE

                  For all Participants who were participants in the Predecessor
                  Plan on November 30, 989, a Participant's 65th birthday. For
                  all other Participants, the later of (a) age sixty-five (65),
                  or (b) the fifth (5th) anniversary of the date on which a
                  Participant commenced participation.

       1.33       NORMAL RETIREMENT DATE

                  The first day of the calendar month in which a Participant
                  attains Normal Retirement Age and retires.

       1.34       ONE-YEAR BREAK-IN-SERVICE

                  The twelve month period following an Anniversary Date in which
                  the Participant does not complete more than five hundred (500)
                  Hours of Service. Notwithstanding the foregoing, solely for
                  the purpose of determining whether a Participant has incurred
                  a One-Year Break-In-Service, Hours of Service shall be
                  recognized for a "maternity leave of absence."

                  A "maternity leave of absence" shall mean an absence from work
                  for any period by reason of the Employee's pregnancy, birth of
                  the Employee's child, placement of a child with the Employee
                  in connection with the adoption of such child, or any absence
                  for the purpose of caring for such child for a period
                  immediately following such birth or placement. For this
                  purpose, Hours of Service shall be credited for the
                  computation period in which absence from work begins, only if
                  credit therefore is necessary to

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                  prevent the Employee from incurring a One-Year
                  Break-in-Service, or, in any other case, in the immediately
                  following computation period. The Hours of Service credited
                  for a maternity leave of absence shall be those that normally
                  would have been credited but for such absence, or, in any case
                  in which the Administrative Committee is unable to determine
                  such hours normally credited, eight (8) Hours of Service per
                  day. The total Hours of Service required to be credited for
                  any single maternity or leave of absence shall not exceed 501.

       1.35       PARTICIPANT

                  Any Eligible Employee who has commenced participation in the
                  Plan in accordance with the provisions of Section 2 of the
                  Plan.

       1.36       PLAN

                  LNR Property Corporation Employee Stock Ownership/401 (k)
                  Plan. The portion of the plan consisting of the Capital
                  Accumulation Accounts, the ESOP Accounts, and the Loan
                  Suspense Account is designated as an ESOP as defined in
                  Section 1.20 above, and is designed to be invested primarily
                  in Company Stock.

       1.37       PLAN YEAR

                  Plan Year means a twelve (12) month period commencing each
                  January 1.

                  In 1997, the Plan will have a short plan year from the
                  Effective Date through December 31, 1997.

                  The short plan year

                  (a)       is an additional computation period in computing
                            Employee's eligibility,

                  (b)       is an additional computation period in computing
                            Year-of-Service,

                  (c)       is an additional year of participation in computing
                            Normal Retirement Age.

                  For the month of December, 1997, the Company at its sole
                  discretion may, but shall not be obligated to, contribute to
                  each Participant's ESOP Account cash or stock equal to a
                  percentage of the Participant's Compensation earned during the
                  short plan year. The percentage of Compensation for the short
                  plan year ended December 31, 1997 will be the same for each
                  Participant. The Contribution made hereunder shall be made as
                  of the last day of December, 1997 and shall be made only for
                  those Participants who are Employees as of such date.

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     1.38         PREDECESSOR PLAN

                  The Plan maintained by Lennar Corporation as of the effective
                  date of the Plan.

     1.39         SALARY DEFERRAL AGREEMENT

                  A written agreement between a Participant and the Company
                  which provides that the Participant's Compensation will be
                  reduced by a whole percentage amount of such Compensation, not
                  less than 1% nor more than 15%, and the Company will
                  contribute an equivalent amount not less frequently than
                  monthly to the Participant's Salary Deferral Account. A
                  Participant may elect to increase or decrease the amount by
                  which his Compensation is to be reduced. If he has already
                  revoked a Salary Deferral Agreement, he may enter into a new
                  Salary Deferral Agreement as of any Enrollment Date. The
                  elections described above must be made on a written form
                  prescribed or approved by the Administrative Committee.

     1.40         SALARY DEFERRAL CONTRIBUTION

                  The contribution described in Section 3.2(a).

     1.41         TERMINATION OF EMPLOYMENT

                  (a)      The discharge of an Employee by his Employer, whether
                           or not for cause and whether or not justified,

                  (b)      A statement made by an Employee to the Employer that
                           he is quitting followed by the Employee's failure to
                           report to work, or

                  (c)      The unexplained failure of an Employee to report to
                           work when expected to report.

     1.42         TRUST

                  LNR Property Corporation Employee Stock Ownership/401(k) Plan
                  Trust, created by the Trust Agreement entered into pursuant to
                  Section 13 between the Company and the Trustees.

     1.43         TRUSTEES

                  The persons and/or bank or trust company which are named as
                  Trustees in the Trust Agreement.

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      1.44        Valuation Date

                  The date the Trustee values the assets held in the Funds
                  described in Section 6.1. Such dates shall be March 31, June
                  3O, September 30, and December 31 of each Plan Year or more
                  frequently if determined desirable by the Administrative
                  Committee.

      1.45        YEAR-OF-SERVICE

                  A computation period during which an Employee has completed at
                  least 1000 Hours of Service. For vesting purposes, the
                  computation period shall be a Plan Year.

                  In determining Years-of-Service for any participant in the
                  Predecessor Plan, see the Preamble to the Plan. In determining
                  Years-of-Service in Section 1.14(b), 4.1 and accumulated hours
                  of service in Section l.l5(b), service performed for an
                  Acquired Company prior to its acquisition may, at the Board's
                  sole discretion, be counted as service performed for the
                  Company. In no case shall the Board exercise its discretion to
                  discriminate in favor highly compensated employees, as defined
                  in Code Section 414(q), of the Acquired Company.

                                   SECTION 2.

                                  PARTICIPATION

      2.1         COMMENCEMENT OF PARTICIPATION

                  An Employee shall become a Participant in the Plan on the next
                  January 1 or July 1 after he first becomes an Eligible
                  Employee.

      2.2         OBLIGATION OF PARTICIPANT

                  When an Employee becomes eligible to participate, and
                  thereafter from time to time, the Administrative Committee may
                  require the Employee to furnish such information and fill out,
                  sign and file such forms and documents as may be reasonably
                  required for the administration of the Plan, including
                  beneficiary designation forms, evidence of age and marital
                  status, Salary Deferral Agreements, etc. If a Participant does
                  not comply with any such reasonable requirements and if such
                  non-compliance makes it impossible or unreasonably burdensome
                  with respect to such Participant to administer the Plan,
                  neither the Administrative Committee, the Employer, the
                  Trustees, nor any other person, shall be obligated to
                  administer the Plan for such Participant until such
                  information is properly furnished, and no such person shall
                  incur liability to such Participant or his beneficiary to the
                  extent that any intended Plan benefit has not been obtained or
                  is not available because of the Participant's or beneficiary's
                  failure to furnish such information and fill out, sign and
                  file such documents.

                                       12

<PAGE>

  2.3    TERMINATION OF PARTICIPATION

         (a)      Participation in the Plan continues until a Participant's
                  Normal, Early or Deferred Retirement Date, death, Disability,
                  or a One-Year-Break-In-Service following Termination of
                  Employment.

         (b)      RE-EMPLOYMENT

                  (I)      VESTED EMPLOYEE

                           If a re-employed Employee had a non-forfeitable right
                           to a portion of his accrued benefit at the time he
                           terminated employment, then such Employee shall
                           commence participation in the Plan immediately upon
                           reemployment.

                  (II)     NONVESTED EMPLOYEE

                           If a re-employed Employee had only a forfeitable
                           right to his accrued benefit at the time he
                           terminated employment, then only if his number of
                           consecutive One-Year-Breaks-In-Service is less than
                           five (5) will he be allowed to commence participation
                           in the Plan immediately upon re-employment. Otherwise
                           he shall be treated as a new Employee for purposes of
                           eligibility to participate.

                                   SECTION 3.

                                  CONTRIBUTIONS

  3.1    ESOP CONTRIBUTION

           (a)    CONTRIBUTION IF THERE ARE NO ACQUISITION LOANS

                  In a Plan Year in which there are no Acquisition Loans
                  outstanding, the Company at its sole discretion may, but shall
                  not be obligated to, contribute to each Participant's ESOP
                  Account cash or stock equal to a percentage of the
                  Participant's Compensation. The Company intends to advise the
                  Participants at the beginning of each Plan Year of the amount
                  of contribution it intends to make to the Plan for the year.
                  The intended contribution shall be contingent upon the Board's
                  determination at the end of the Plan Year that profits for the
                  year justify such contributions. The percentage of
                  Compensation for the Plan Year will be the same for each
                  Participant. Contributions made hereunder shall be made as of
                  the last day of each Plan Year and shall be made only for
                  Participants who are Employees as of such date.

                                       13

<PAGE>

           (b)    CONTRIBUTION IF THERE ARE ACQUISITION LOANS

                  In a Plan Year in which there are Acquisition Loans
                  outstanding, Employer Contributions shall be made in cash in
                  such amounts and at such times as may be needed to provide the
                  Trustees with cash sufficient to pay any currently maturing
                  obligations under an Acquisition Loan. Upon receipt of
                  payment, a number of Financed Shares will be released from the
                  Loan Suspense Account for allocation to Participants' ESOP
                  Accounts in an amount equal to:

                  (I)      The number of encumbered securities held immediately
                           before the release multiplied by,

                  (II)     The principal and interest paid for the year, and
                           divided by,

                  (III)    The sum of:

                           (A)      (II) above plus

                           (B)      the principal and interest to be paid in all
                                    future years.

                  If the interest under the loan is variable, then the interest
                  to be paid in all future years will be computed using the
                  interest rate applicable as of the end of the Plan Year.

           The Financed Shares released above shall be allocated among the
           Participants' accounts based upon the proportion that each such
           Participant's Compensation bears to the Compensation of all such
           Participants for the Plan Year. Contributions made hereunder shall be
           made as of the last day of each Plan Year and shall be made only for
           Participants who are Employees as of such date.

3.2        SALARY DEFERRAL

           (a)    CONTRIBUTION:

                  The Company will contribute to a Participant's Salary Deferral
                  Account the amount by which his Compensation was reduced
                  pursuant to his Salary Deferral Agreement with the Company.
                  Such contribution shall be made no later than the fifteenth
                  business day of the month following the month in which such
                  amounts would otherwise have been payable to the Participant
                  in cash. Such contribution for any Participant shall be
                  limited under Code Section 402(g) for the Participant's
                  taxable year.

           (b)    LIMITATION:

                                       14

<PAGE>


                   (I)      Salary Deferral contributions for any Plan Year must
                            satisfy at least one of the following tests found in
                            Code Section 401(k)(3):

                            (A)     The average of the Actual Deferral
                                    Percentages for all Highly Compensated
                                    Employees does not exceed the product of
                                    1.25 and the average of the Actual Deferral
                                    Percentages of all Non-Highly Compensated
                                    Employees for the preceding Plan Year; or

                            (B)     The excess of the average of the Actual
                                    Deferral Percentages for Highly Compensated
                                    Employees over the average of the Actual
                                    Deferral Percentages for Non-Highly
                                    Compensated Employees for the preceding Plan
                                    Year is not more than 2 percentage points,
                                    and the average of the Actual Deferral
                                    Percentages for the Highly Compensated
                                    Employees does not exceed twice the average
                                    of the Actual Deferral Percentages for the
                                    Non-Highly Compensated Employees for the
                                    preceding Plan Year.

                   Notwithstanding the foregoing, the Committee may elect to
                   determine the permissible Actual Deferral Percentage for
                   Highly Compensated Employees for any plan year beginning on
                   or after January 1, 1997 on the basis of the Actual Deferral
                   Percentage of the group of Non-Highly Compensated Employees
                   for the current Plan Year rather than the preceding Plan
                   Year, in accordance with such regulations, notices or other
                   guidance issued under Section 401(k) of the Code.

                   For purposes of determining the Actual Deferral Percentage,
                   any plans which are treated as one plan for purposes of
                   section 410(b) shall be treated as one plan. If a Highly
                   Compensated Employee participates in two or more plans of an
                   Employer, all deferrals under those plans shall be aggregated
                   for purposes of determining the Actual Deferral Percentage of
                   such Highly Compensated Employee.

           (c)     DISTRIBUTION OF EXCESS SALARY DEFERRAL CONTRIBUTIONS:

                    (I)     REDUCING THE EXCESS.

                            If the average of the Actual Deferral Percentage for
                            the Highly-Compensated Employees exceeds the Section
                            3.2(b) limits, then the Actual Deferral Percentage
                            of the Highly Compensated Employee with the highest
                            Actual Deferral Percentage is reduced to the extent
                            required to:

                            (A)     Enable the arrangement to satisfy the
                                    Section 3.2(b) limit; or

                                       15

<PAGE>

                            (B)     Cause such member's Actual Deferral
                                    Percentage to equal the Percentage of the
                                    member with the next highest Actual
                                    Deferral Percentage.

                            This process must be repeated until one of the
                            Section 3.2(b) limits is satisfied.

                   (II)     AMOUNT TO DISTRIBUTE

                            Once the process described above is completed, the
                            total dollar amount of excess deferrals shall be
                            determined. This amount shall be distributed in
                            accordance with a leveling procedure under which the
                            dollar amount of Salary Deferrals of the Highly
                            Compensated Employee with the highest dollar amount
                            of Salary Deferrals shall be reduced to the extent
                            required to distribute the total amount of excess
                            deferrals or, if it results in a lower reduction, to
                            the extent required to cause such Highly Compensated
                            Employee's dollar amount of Salary Deferrals to
                            equal the dollar amount of Salary Deferrals of the
                            Highly Compensated Employee with the next highest
                            dollar amount of Salary Deferrals. This distribution
                            procedure shall be repeated until all excess
                            deferrals have been distributed.

                   (III)    DISTRIBUTION

                            The amount determined in 3.2(c)(I) and (II) above
                            shall be distributed to the Participant within two
                            and one-half months after the close of the Plan
                            Year, but in no case shall any distributions occur
                            more than twelve months after the close of the Plan
                            Year.

  3.3      MATCHING AND VOLUNTARY CONTRIBUTIONS

           (a)    MATCHING CONTRIBUTIONS

                   The Company at its sole discretion may, but shall not be
                   obligated to, contribute to the Participants' Matching
                   Accounts. The Company may advise the Participants at the
                   beginning of each Plan Year, within a range of amounts, the
                   contribution it intends to make to the Plan for the year. The
                   actual amount of the contribution, if any, shall be
                   determined by the Board after the end of the Plan Year, based
                   on estimated Company profits for the fiscal year ending
                   within the Plan Year, which shall be made without regard to
                   the range of the intended contribution established at the
                   beginning of the Plan Year. Such contribution shall be
                   contingent upon the Participant having made a contribution
                   during the Plan Year to his Salary Deferral Account. The
                   amount of the Matching Contribution will be a percentage of
                   the Participant's Salary Deferral

                                       16

<PAGE>

                        Contribution. The same percentage will be used for each
                        Participant who qualifies to receive a Matching
                        Contribution for that Plan Year.

               (b)      VOLUNTARY CONTRIBUTIONS

                        A Participant may, in addition to amounts elected
                        pursuant to Section 3.2(a), designate that a percentage
                        of his Compensation for the Plan Year be credited to his
                        Voluntary Contribution Account as non-deductible
                        contributions.

               (c)      ANNUAL LIMIT ON THE AGGREGATION OF MATCHING AND
                        VOLUNTARY CONTRIBUTIONS

                        Pursuant to Code Section 401 (m)(2), the average of the
                        Actual Contribution Percentages for the Highly
                        Compensated Employees shall not exceed the greater of
                        (I) or (II) as follows:

                        (I)      The average of the Actual Contribution
                                 Percentages for the Non-Highly Compensated
                                 Employees for the preceding Plan Year
                                 multiplied by one and one-quarter (1.25); or

                        (II)     The average of the Actual Contribution
                                 Percentages for the Non-Highly Compensated
                                 Employees for the preceding Plan Year
                                 multiplied by two (2); subject, however, to the
                                 additional limitation that the average of the
                                 Actual Contribution Percentages for the Highly
                                 Compensated Employees may not exceed the
                                 average of the Actual Contribution Percentages
                                 for the Non-Highly Compensated Employees for
                                 the preceding Plan Year by more than two (2)
                                 percentage points.

                        The limitation of this Section 3.3(c) shall be applied
                        for each Plan Year. The limit in Section 3.3(c)(II)
                        shall be adjusted in accordance with Treasury Regulation
                        Section 1.401(m)-2 to avoid duplicate use of the limit
                        for any Highly Compensated Employee in violation of Code
                        Section 401(m)(9).

                        Notwithstanding the foregoing, the Committee may elect
                        to determine the permissible Actual Contribution
                        Percentage for Highly Compensated Employees for any
                        Plan Year beginning on or after January 1, 1997 on the
                        basis of the Actual Contribution Percentage of the group
                        of Non-Highly Compensated Employees for the current Plan
                        Year rather than the preceding Plan Year, in accordance
                        with such regulations, notices or other guidance issued
                        under Section 401(m) of the Code.

                (d)     REALLOCATING CONTRIBUTIONS OVER THE ANNUAL LIMIT:

                        (I)         METHOD OF REALLOCATION

                                       17

<PAGE>

                              Pursuant to Treasury Regulation Section 1.401
                              (m)-l(e)(2), if the average of the Actual
                              Contribution Percentages for the Highly
                              Compensated Employees exceeds the Section 3.3(c)
                              limit, then the Actual Contribution Percentage of
                              the Highly Compensated Employee with the highest
                              Actual Contribution Percentage is reduced to the
                              extent required to:

                              (A)       Enable the arrangement to satisfy the
                                        Section 3.3(c) limit; or

                              (B)       Cause such Employee's Actual
                                        Contribution Percentage to equal the
                                        Percentage of the Highly Compensated
                                        Employee with the next highest Actual
                                        Contribution Percentage.

                               This process must be repeated until the Section
                               3.3(c) limit is satisfied.

                           II. AMOUNT TO REALLOCATE

                               Once the leveling procedure has been completed,
                               the total dollar amount of excess aggregate
                               contributions shall be determined. This amount
                               shall be distributed in accordance with a
                               leveling procedure under which the dollar amount
                               of an Employee's Matching and Voluntary
                               Contributions of the Highly Compensated Employee
                               with the highest dollar amount of Matching and
                               Voluntary Contributions shall be reduced to the
                               extent required to distribute the total amount of
                               excess aggregate contributions or, if it results
                               in a lower reduction, to the extent required to
                               cause such Highly Compensated Employee's dollar
                               amount of Matching and Voluntary Contributions to
                               equal the dollar amount of Matching and Voluntary
                               Contributions of the Highly Compensated Employee
                               with the next highest dollar amount of Matching
                               and Voluntary Contributions.

                               This distribution procedure shall be repeated
                               undl all excess aggregate contributions have been
                               distributed. In no case shall the amount of
                               excess aggregate contributions with respect to
                               any Highly Compensated Employee exceed the
                               Matching and Voluntary Contributions made on
                               behalf of such Employee in any Plan Year.

              (e)     REALLOCATION OF EXCESS OVER ANNUAL LIMIT

                      The Trustees shall reduce the Employee's Voluntary and
                      Matching Contributions for the Plan Year in the following
                      order until the amount to be reallocated, determined in
                      Section 3.3(d)(II) above, is satisfied.

                       (I)      The Trustees shall refund the sum of the
                                contributions made by the Participant to his
                                Voluntary Contribution Account during the Plan
                                Year under Section 3.3(b) above and any earnings
                                thereon.

                                       18

<PAGE>

                   (II)     The Participant shall forfeit any Matching
                            Contributions made by the Company under Section
                            3.3(a) during the Plan Year and any earnings
                            thereon. Such forfeiture shall be reallocated
                            pursuant to Section 5.2 and such reallocation shall
                            take place by the end of the Plan Year immediately
                            following the Plan Year in which the excess Matching
                            Contributions were made.

  3.4    ROLLOVER CONTRIBUTION

         A Participant, or an Employee who the Administrative Committee
         reasonably believes will become a Participant, may elect to deposit, or
         have deposited on his behalf, the lump sum distribution received from:

          (a)     the trust of a qualified plan under Code Section 401(a); or

          (b)     an Individual Retirement Account described in Code Section
                  408(d)(3)(A)(ii), but only if the lump sum distribution
                  received represents the entire amount in the Individual
                  Retirement Account.

          Such deposits shall be maintained in the Participant's Rollover
          Account and shall be subject to the other provisions of this Plan.

  3.5     ANNUAL LIMITATION ON CONTRIBUTIONS

          (a)      LIMIT

                   In no event shall the aggregate of a Participant's ESOP,
                   Salary Deferral, Matching, and Voluntary Contributions and
                   any Forfeitures allocated to him under Plan Section 5.2(b)
                   for any Plan Year exceed the lesser of:

                   (I)     $30,000, as adjusted under Code Section 415(c)(1)(A),
                           or

                   (II)    25% of the Participant's 415 Compensation.

                   Furthermore, in any Plan Year in which not more than
                   one-third of the ESOP Contributions are allocated to the
                   accounts of Highly Compensated Employees, ESOP Contributions
                   which are applied by the Trustee (not later than the due
                   date, including extensions, for filing the Company's federal
                   income tax return for that fiscal year) to pay interest on an
                   Acquisition Loan, and Financed Shares which are allocated as
                   forfeitures, shall not be included as ESOP Contributions and
                   Forfeitures for purposes of the preceding sentence.

         (b)       REALLOCATING EXCESS CONTRIBUTIONS

                                       19

<PAGE>

                         If the limitation in Section 3.5(a) is exceeded, the
                         excess contribution for the Plan Year shall be
                         reallocated from the following accounts, in the
                         following order until the limit is met.

                         (I)      The sum of the contributions made by the
                                  Participant to his Voluntary Contribution
                                  Account during the Plan Year under Section
                                  3.3(b) above and any earnings thereon shall be
                                  distributed to the Participant within two and
                                  one-half months after the close of the Plan
                                  Year, but in no case shall any distributions
                                  occur more than twelve months after the close
                                  of the Plan Year.

                         (II)     The amount contributed to the Participant's
                                  Salary Deferral Account during the Plan Year
                                  plus any earnings thereon shall be distributed
                                  to the Participant within two and one-half
                                  months after the close of the Plan Year, but
                                  in no case shall any distributions occur more
                                  than twelve months after the close of the Plan
                                  Year.

                                   SECTION 4.

                                     VESTING

4.1      ESOP AND MATCHING ACCOUNTS

         (a)    VESTING SCHEDULE

                         A Participant's ESOP Account and Matching Account shall
                         vest in accordance with the following schedule.

                                                             THE NONFORFEITABLE
                                    YEARS OF SERVICE         PERCENTAGE IS
                                    ----------------         -------------
                                    Less than 5              -0-
                                    5 or more                100

                         Each non-vested Participant shall lose Years-of-Service
                         credited to him if his consecutive
                         One-Year-Breaks-in-Service following his Termination of
                         Employment equal or exceed five.

                 (b)     EXCEPTIONS

                         A Participant's rights in his ESOP Account and Matching
                         Account will Fully Vest upon the earlier of:

                                       20

<PAGE>

                       (I)          Normal Retirement Age;

                       (II)         Early Retirement Date;

                       (III)        Death; and

                       (IV)         Disability.

                       His rights will also Fully Vest if the Plan were to be
terminated or all Employer contributions were permanently discontinued.

     4.2          CAPITAL ACCUMULATION, SALARY DEFERRAL, VOLUNTARY CONTRIBUTION
                  AND ROLLOVER ACCOUNTS

                  A Participant's Capital Accumulation, Salary Deferral,
                  Voluntary Contribution, and Rollover Accounts shall Fully Vest
                  immediately upon contribution and shall not be subject to
                  forfeiture for any reason.

                                   SECTION 5.

                                   FORFELTURES

     5.1          FORFEITURES

                  Following his Termination of Employment, a Participant will
                  forfeit the nonvested portion of his Accounts upon the
                  occurrence of the earlier of (a) five One-Year-Breaks In-
                  Service, or (b) the distribution of his entire vested portion
                  of his Accounts.

                  Such distribution in (b) above shall be deemed to have
                  occurred if the vested portion of the terminated Participant's
                  Account is equal to zero. The Administrative Committee may in
                  its sole discretion request that the Trustees sell any
                  forfeited shares of Company Stock prior to the allocation of
                  forfeiture under 5.2 below.

     5.2          ALLOCATION

                  (a)      For any Plan Year, amounts forfeited in Section 5.1
                           above, including any earnings or losses incurred
                           subsequent to the date of Forfeiture, shall first be
                           applied to reduce the Company's contributions under
                           Sections 3.1 and 3.3(a). The Administrative Committee
                           shall determine by how much each Company contribution
                           noted above will be reduced.

                  (b)      Any forfeitures remaining after the application of
                           Section 5.2(a) above shall be contributed to the ESOP
                           Accounts of those Participants who were Employees as
                           of the last day of the Plan Year. Such contribution
                           shall be made in the

                                       21

<PAGE>


                  proportion that the Compensation of each such Participant
                  bears to the Compensation of all such persons for the Plan
                  Year.

      5.3         RESTORATION OF BENEFITS

                  The Company shall restore a re-employed Employee's benefits
                  which were forfeited under Section 5.1 if the Employee
                  incurred less than five consecutive One-Year-Breaks In-Service
                  prior to re-employment.

                                   SECTION 6.

                               INVESTMENT IN FUNDS

     6.1          INVESTMENT FUNDS

                  (a)    COMPANY COMMON STOCK FUND

                         The Company Common Stock Fund shall be invested by
                         the Trustees primarily in common stock of the
                         Company. Such investments will be made in such
                         manner, at such prices, in such amounts, and at such
                         times as the Trustees may in their sole discretion
                         determine. Without limiting the foregoing, the
                         Trustees may purchase common stock of the Company in
                         the open market, by the exercise of any stock rights
                         which may be acquired by the Trustees based upon the
                         open market value; provided, however, that the
                         Company may, at its option, deliver shares of common
                         unissued shares in lieu of cash contributions
                         pursuant to Section 3.1, with such common stock being
                         valued at its closing price (as reported in the Wall
                         Street Journal) on the date of the contributions

                        (I)     ACQUISITION OF SHARES THROUGH LOANS

                                The Administrative Committee may direct the
                                Trustees to incur Acquisition Loans from time to
                                time to finance the acquisition of Company Stock
                                (Financed Shares) for the Trust or to repay a
                                prior Acquisition Loan. An installment
                                obligation incurred in connection with the
                                purchase of Company Stock shall constitute an
                                Acquisition Loan. An Acquisition Loan shall be
                                for a specific term, shall bear a reasonable
                                rate of interest and shall not be payable on
                                demand except in the event of default. An
                                Acquisition Loan may be secured by a collateral
                                pledge of the Financed Shares so acquired. No
                                other Trust Assets may be pledged as collateral
                                for an Acquisition Loan, and no lender shall
                                have recourse against Trust Assets other than
                                any Financed Shares remaining subject to pledge.
                                Any pledge of Financed Shares must provide for
                                the release of shares so pledged on pro-rata
                                basis as principal and interest on the

                                       22

<PAGE>

                                Acquisition Loan are repaid by the Trustees and
                                such Financed Shares are allocated to
                                Participants' Company Stock Accounts (as
                                provided in Section 3.1 (b)). Repayments of
                                principal and interest on any Acquisition Loan
                                shall be made by the Trustees (as directed by
                                the Committee) only from Employer contributions
                                paid in cash to enable the Trustees to repay
                                such Loan, from earnings attributable to such
                                Employer Contributions and from any cash
                                dividends received by the Trust on such Financed
                                Shares.

                                (A)         LOAN SUSPENSE ACCOUNT

                                            Financed Shares shall be deposited
                                            in the Loan Suspense Account when
                                            acquired. They shall be reallocated
                                            out of the Loan Suspense Account as
                                            the Acquisition Loan is repaid as
                                            provided in Section 3.1 (b).

              (b)     PARTICIPANT DIRECTED ACCOUNTS

                      Notwithstanding any other provisions hereof the
                      Administrative Committee may at any time determine that
                      the Plan will permiit each Participant (and the
                      Beneficiary of a Participant, if applicable) to invest all
                      of the funds in his Matching, Salary Deferral, Voluntary
                      Contribution or Rollover Accounts in a range of options
                      beginning at the time specified by the Administrative
                      Committee. Provided, however, that such investments shall
                      not include "collectibles" as defined in IRS Section
                      408(m). After the effective date of such action the
                      Participant may, from time to time, instruct the
                      Administrative Committee, or other person designated by
                      the Administrative Committee to purchase and/or sell
                      assets of the type permitted for his Accounts.
                      Notwithstanding the preceding, the Administrative
                      Committee may establish reasonable rules limiting the
                      investment discretion and investment timing of a
                      Participant, and similar matters. Neither the Employer nor
                      the Administrative Committee will be held liable for the
                      Participant's investment choice, so long as the investment
                      is made pursuant to this Section 6.1.

     6.2          ESOP AND CAPITAL ACCUMULATION ACCOUNTS

                  (a)      The Trustees shall invest a Participant's ESOP
                           Account and Capital Accumulation Account solely in
                           the Company Common Stock Fund described in Section
                           6.1 (a).

                  (b)      DIVIDENDS RECEIVED

                           (I)      CASH DIVIDENDS

                                    (A)     Cash dividends on Company Stock
                                            allocated to a Participant's ESOP
                                            Account and Capital Accumulation
                                            Account will be added

                                       23

<PAGE>

                                            to the Participant's balance in such
                                            Accounts. Cash dividends on Company
                                            Stock which has not been allocated
                                            to a Participant's ESOP Account and
                                            Capital Accumulation Account and is
                                            held in the Company Common Stock
                                            Fund will be treated as income to
                                            the Company Common Stock Fund. Cash
                                            dividends on Company Stock held in
                                            the Loan Suspense Account shall be
                                            used as ESOP Contributions under
                                            Section 3.1 (b) and not be treated
                                            as income.

                                    (B)     At the Administrative Committee's
                                            sole discretion, cash dividends on
                                            Company Stock allocated to a
                                            Participant's ESOP Account and
                                            Capital Accumulation Account may be
                                            distributed to the Participant. In
                                            order to satisfy Code Section
                                            404(k), such distribution must occur
                                            not later than 90 days after the
                                            close of the Plan Year in which
                                            paid.

                           (II)     STOCK DIVIDENDS

                                    Stock dividends on Company Stock allocated
                                    to a Participant's ESOP Account and Capital
                                    Accumulation Account will be added to the
                                    Participant's balance in such Accounts.
                                    Stock dividends on Company Stock that has
                                    not been allocated to a Participant's
                                    account and is held in the Company Common
                                    Stock Fund will be treated in the same
                                    manner as ESOP Contributions. Stock
                                    dividends on Company Stock held in the Loan
                                    Suspense Account shall be allocated to the
                                    Loan Suspense Account.

           (c)    VOTING AND TENDER RIGHTS

                   The Trustee will vote all Company Stock held in the ESOP
                   Account and Capital Accumulation Account of an Employee as
                   directed by the Employee for whom the accounts are held. The
                   Trustee will vote and/or tender all stock held for the
                   accounts of Employees from whom no instructions are received
                   and all Company Stock which is not credited to Employees'
                   Accounts, pro rata to the manner in which shares for which
                   instructions were received voted and/or were tendered.
                   Employees shall be named fiduciaries of the plan to the
                   extent that they exercise rights pursuant to this section.

                                       24

<PAGE>

              (d)     DIVERSIFICATION REQUIREMENTS

                           (I)      OUALIFICATION

                                    Pursuant to Code Section 401(a)(28), a
                                    Participant shall qualify for the election
                                    in Section 6.2(d)(II) below if he has been a
                                    Participant for at least 10 years and has
                                    attained the age of 55.

                           (II)     ELECTION

                                    A Participant may elect within 90 days after
                                    the close of a Plan Year to have up to 25 %
                                    of his ESOP Account and 25 % of his Capital
                                    Accumulation Account (to the extent such
                                    portion exceeds the amount to which a prior
                                    election under this Section 6.2(d)(II)
                                    applies) reinvested in any of the other
                                    Investment Funds offered in Section 6.1. In
                                    the case of the election year in which the
                                    Participant can make his last election, the
                                    preceding sentence shall be applied by
                                    substituting "50 percent" for "25 percent. "

                           (III)    LIMITATION ON THE ELECTION

                                    The election in Section 6.2(d)(II) above may
                                    only be taken in the six consecutive Plan
                                    Years beginning with the Plan Year in which
                                    the Participant first meets the
                                    qualification requirements in Section
                                    6.2(d)(I) above.

6.3      INVESTMENT PERFORMANCE

         (a)      EFFECT ON INVESTMENT FUNDS

                  Income or losses from the investments in each Investment Fund
                  above shall correspondingly increase or decrease the same
                  Investment Fund.

         (b)      ADJUSTMENT OF ACCOUNTS

                  The Administrative Committee shall adjust, as of each
                  Valuation Date, the balance of each Participant's Capital
                  Accumulation, ESOP, Matching, Salary Deferral, Voluntary
                  Contribution and Rollover Accounts to reflect the current fair
                  market value of the assets in which such Accounts are
                  invested. Such accounts may be adjusted more frequently than
                  each Valuation Date but in no case shall be adjusted any less
                  frequently.

                                       25

<PAGE>

  6.4     INDEPENDENT APPRAISER

          In the event that the trust shall hold any securities issued by the
          employer which are not readily tradable on an established securities
          market, all valuations of such securities shall be performed by an
          independent appraiser meeting the requirements prescribed in
          regulations issued pursuant to section 170(a)(1) of the Code.

                                   SECTION 7.

                                  DISTRIBUTIONS

  7.1     DISTRIBUTIONS DURING EMPLOYMENT

          (a)       WITHDRAWALS

                    (I)     ESOP ACCOUNT

                            A Participant may elect to withdraw the benefits
                            attributable to an ESOP Contribution. The election
                            shall occur in the Fifth Plan Year following the
                            Plan Year for which the Contribution was made and
                            shall be made on a written form prescribed or
                            approved by the Administrative Committee no later
                            than 30 days prior to the end of the Fifth Plan Year
                            following the Plan Year for which the Contribution
                            was made. Distribution shall occur as soon as
                            practicable following the end of the Fifth Plan
                            Year. The valuation date of the benefits attributed
                            to the Contribution shall be the day preceding the
                            date of distribution. The benefits which are not
                            withdrawn shall be contributed to the Participant's
                            Capital Accumulation Account.

                    (II)    VOLUNTARY CONTRIBUTIONS ACCOUNT

                            A Participant may withdraw the beneffts in his
                            Voluntary Contribution Account, at any time except
                            that the withdrawal amount cannot be less than $500
                            unless the Participant withdraws his total account
                            balance. The request for distribution shall be made
                            on a written form prescribed or approved by the
                            Administrative Committee. Distribution shall be made
                            as soon as practicable following receipt of the
                            request for distribution. The valuation date of the
                            benefits to be withdrawn shall be the date
                            immediately preceding the day of distribution. A
                            Participant will be limited to one withdrawal during
                            any six (6) month period.

                                       26

<PAGE>

                   (III)   SALARY DEFERRAL ACCOUNT

                           (A)      WITHDRAWAL

                                    A Participant may withdraw Salary Deferral
                                    Contributions or Rollover Contributions to
                                    meet the need created by a Financial
                                    Hardship. Such withdrawal shall be
                                    consistent with Treasury Regulation
                                    1.401(k)-l(d)(2) and such other regulations
                                    as the Secretary of the Treasury may
                                    prescribe.

                           (B)      DETERMINATION OF HARDSHIP

                                    (i)     The determination of whether a
                                            Financial Hardship exists shall be
                                            made by the Administrative
                                            Committee, in its absolute
                                            discretion and on a
                                            nondiscriminatory basis. The
                                            Participant shall complete and
                                            submit to the Administrative
                                            Committee a Financial Hardship
                                            withdrawal form on which he shall
                                            state the reason for the need, the
                                            amount necessary to satisfy the
                                            Financial Hardship, and that funds
                                            are not reasonably available from
                                            other sources.

                                    (ii)    Pursuant to Treasury Regulation
                                            1.401(k)-l(d)(2)(ii)(B), a Financial
                                            Hardship is deemed to occur if it
                                            cannot be relieved:

                                            a)       Through reimbursement or
                                                     compensation by insurance
                                                     or otherwise;

                                            b)       By reasonable liquidation
                                                     of the Employee's assets,
                                                     to the extent such
                                                     liquidation would not
                                                     itself cause an immediate
                                                     heavy financial need;

                                            c)       By cessation of Salary
                                                     Deferral Contributions
                                                     under Section 3.2(a) of the
                                                     Plan; or

                                            d)       By other distributions or
                                                     non-taxable (at the time
                                                     of the loan) loans from
                                                     Plans maintained by the
                                                     Employer or by any other
                                                     Employer, or by borrowing
                                                     from commercial sources on
                                                     reasonable commercial
                                                     terms.

                                    (iii)   Pursuant to Treasury Regulation
                                            1.401(k)-l(d)(2)(iii)(A), a
                                            distribution will be deemed to be
                                            made on account of a Financial
                                            Hardship if it is for:

                                       27

<PAGE>

                                                     a)   Medical Expenses as
                                                          described in Section
                                                          213 (d) of the Code
                                                          incurred by the
                                                          Employee, the
                                                          Employee's spouse or
                                                          any dependents of the
                                                          Employee;

                                                     b)   Purchase (excluding
                                                          mortgage payments) of
                                                          a principal residence
                                                          of the Employee;

                                                     c)   Payment of tuition
                                                          for the next semester
                                                          or quarter of
                                                          post-secondary
                                                          education for the
                                                          Employee, his or her
                                                          spouse, children, or
                                                          dependents; or

                                                     d)   The need to prevent
                                                          the eviction of the
                                                          Employee from his
                                                          principal residence
                                                          or foreclosure on the
                                                          mortgage of the
                                                          Employee's principal
                                                          residence.

                                (C)         RESTRICTIONS ON WITHDRAWALS

                                            (i)      No investment income
                                                     related to the Salary
                                                     Deferral Contributions may
                                                     be withdrawn.

                                            (ii)     The withdrawn amount cannot
                                                     exceed the sum of the
                                                     amounts credited to the
                                                     Participant's Salary
                                                     Deferral Account and
                                                     Rollover Account.

                                            (iii)    No amount shall be
                                                     withdrawn from the
                                                     Participant's Salary
                                                     Deferral Account while
                                                     there are amounts credited
                                                     to the Participant's
                                                     Voluntary Contribution
                                                     Account which may be
                                                     distributed.

                                (D)         EFFECT OF DISTRIBUTION

                                            In the event of such a withdrawal by
                                            a Participant, the Participant will
                                            not be permitted to make Salary
                                            Deferral and Voluntary Contributions
                                            until the next Enrollment Date
                                            following the one year anniversary
                                            of such withdrawal.

                           (b)      Loans

               (I)         A Participant or former Participant may apply for a
                           loan from his Salary Reduction Rollover or Voluntary
                           Contribution Accounts by making a request to the
                           Administrative Committee specifying the amount
                           requested, the proposed use of the loan proceeds, and
                           the proposed method of repayment. The Administrative
                           Committee shall determine whether the loan should be
                           approved, the amount of such loan, the repayment
                           terms,

                                       28

<PAGE>

                           the rate of interest to be charged, and all other
                           loan terms. The minimum amount of any loan shall be
                           $1,000. The loan shall be secured by, and cannot
                           exceed, 50% of the Participant's nonforfeitable
                           accrued benefit in his Salary Deferral and Matching
                           Accounts at the time the loan is entered into. The
                           loan's interest rate shall be in accordance with
                           rates normally charged by banks for similar loans.
                           The loan shall provide for level amortization with
                           payments to be made not less frequently than
                           quarterly over a period not to exceed five (5) years.
                           However, loans used to acquire any dwelling unit
                           which, within a reasonable time, is used (determined
                           at the time the loan is made) as a principal
                           residence of the Participant shall provide for
                           periodic repayment over a reasonable period of time
                           that may exceed five (5) years.

                  (II)     LIMIT

                           Loans made pursuant to this Section 7. l(b) (when
                           added to the outstanding balance of all other loans
                           made by the Plan to the Participant) shall be limited
                           at the time the loan is entered into to the lesser
                           of:

                           (A)      $50,000 reduced by the excess (if any) of
                                    the highest outstanding balance of loans
                                    from the Plan to the Participant during the
                                    one year period ending on the day before the
                                    date on which such loan is made, over the
                                    outstanding balance of loans from the Plan
                                    to the Participant on the date on which such
                                    loan was made, or

                           (B)      one-half (1/2) of the Participant's
                                    non-forfeitable accrued benefit in his
                                    Salary Deferral and Matching Accounts.

                  (III)    SPOUSAL CONSENT

                           Any loan made pursuant to this Section 7.1 (b) shall
                           require the written consent of the Participant's
                           spouse. Such written consent must be obtained within
                           the 90 day period prior to the date the loan is made.

7.2      DISTRIBUTIONS UPON SEPARATION FROM SERVICE

           (a)      RETIREMENT

                    (I)    Upon a Participant's Normal or Early Retirement Date
                           he shall receive his benefits in a lump sum no later
                           than the later of:

                           (A)      Sixty (60) days following the last day of
                                    the month in which he attains his Normal or
                                    Early Retirement Date; or

                                       29

<PAGE>




                          (B)       Sixty (60) days after the earliest date on
                                    which the amount of such benefits can be
                                    ascertained.

                          Distributions of benefits other than Company Stock
                          shall be valued as of the Valuation Date immediately
                          preceding the date of distribution.

                          In no event shall such distribution commence later
                          than April 1 of the calendar year following the
                          calendar year in which the Participant attains age
                          seventy-and one-half (701/2) except if the Participant
                          attained age 701/2 before January 1, 1988, in which
                          case the distribution may commence April 1 of the
                          calendar year following the calendar year in which the
                          employee retires.

                  (II)    SPECIAL PROVISION FOR A PARTICIPANT WHO ATTAINS AGE
                          70 1/2 AFTER DECEMBER 31, 1987 AND RETIRES AFTER AGE
                          70 1/2

                          In addition to the required distribution of the total
                          amount in the Participant's Accounts as of age 701/2
                          under Section 7.2(a)(I), additional benefits which are
                          contributed to his Accounts for Plan Years after age
                          701/2 must be distributed no later than the later of:

                          (A)     Sixty (60) days after the Anniversary Date of
                                  the Plan Year within which the Contributions
                                  were made, or

                          (B)     Sixty (60) days after the earliest date on
                                  which the amount of such benefits can be
                                  ascertained.

                          However, for Plan Years beginning after December 31,
                          1996: (A) the distribution of the Accounts of any
                          Participant who is a 5% owner (as defined in section
                          416(i) of the Code) and who attains age 701/2 in a
                          Plan Year must commence not later than April 1 of the
                          next Plan Year (even if he has not terminated Service)
                          and must be made in accordance with the regulations
                          under section 401(a)(9) of the Code, including Section
                          1.401(a)(9)-2 of the regulations thereunder; and (B)
                          distribution of the Accounts of any other Participant
                          who has attained age 701/2 may be made upon the
                          election of the Participant.

                                       30

<PAGE>

                 (b)      Disability

                 The Administrative Committee shall distribute the benefits
                 payable to a Participant upon sustaining Disability no later
                 than the later of sixty (60) days following the last day of the
                 month in which Disability is determined by the Administrative
                 Committee under Section 1.13 or sixty (60) days after the
                 earliest date on which the amount of such benefits can be
                 ascertained. Distributions of benefits other than Company Stock
                 shall be valued as of the Valuation Date immediately preceding
                 the date of distribution. Such benefits shall be paid in a lump
                 sum.

                  (c)      DEATH BENEFITS

                          (I)       Unless otherwise elected as provided below,
                                    upon the death of a Participant while in the
                                    employ of the Company his surviving spouse
                                    shall be entitled to receive benefits equal
                                    to the total amount in the Deceased
                                    Participant's Accounts. Such benefits shall
                                    be paid in a lump sum, no later than the
                                    later of sixty (60) days following the last
                                    day of the Month in which the Administrative
                                    Committee determines such Participant's
                                    death or sixty (60) days after the earliest
                                    date on which the amount of such benefits
                                    can be ascertained. Distributions of
                                    benefits other than Company Stock shall be
                                    valued as of the Valuation Date immediately
                                    preceding the date of distribution. The
                                    Committee may require such proof of death
                                    and such evidence of the right of any person
                                    to receive payment of a deceased
                                    Participant's interest in the Trust Fund as
                                    the Committee may deem desirable.

                           (II)     The benefits described in Section 7.2(c)(I)
                                    may be paid to the Participant's designated
                                    beneficiary and not to the Participant's
                                    surviving spouse only if (1) the Participant
                                    elected that a designated beneficiary other
                                    than his surviving spouse receive such
                                    benefits, and (2) the Participant's spouse
                                    consented to such election in writing. Such
                                    spouse's consent must acknowledge the effect
                                    of such election and be witnessed by a Plan
                                    representative or a notary public. Such
                                    consent shall not be required if it is
                                    established to the satisfaction of the
                                    Administrative Committee that the consent
                                    cannot be obtained because there is no
                                    spouse, the spouse cannot be located or
                                    other circumstances that may be prescribed
                                    by Treasury regulations. The election by the
                                    Participant and consented to by the
                                    Participant's spouse may be revoked by the
                                    Participant in writing without the consent
                                    of the spouse, but may not be otherwise
                                    amended without the spouse's consent. Any
                                    new election must comply with the
                                    requirements of this paragraph. A former
                                    spouse's waiver shall not be binding on a
                                    new spouse.

                                       31

<PAGE>

                           (III)    ABSENCE OF VALID DESIGNATION OF
                                    BENEFICIARIES

                                    Except as provided in Sections 7.2(c)(I) and
                                    (II), if, on the death of a Participant,
                                    former Participant, or beneficiary, there is
                                    no valid designation of beneficiary on file
                                    with the Company, the Administrative
                                    Committee shall designate as the
                                    beneficiary, in the following order of
                                    priority: the surviving spouse; surviving
                                    children, including adopted children, in
                                    equal shares; surviving parents, in equal
                                    shares; or the Participant's estate. The
                                    Administrative Committee's determination of
                                    this matter shall be binding.

         (d)   TERMINATION OF EMPLOYMENT

                  (I)      GENERAL

                           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
                           Administrative Committee, to have any portion of an
                           Eligible Rollover Distribution paid directly to an
                           Eligible Retirement Plan specified by the paid
                           distributee in a direct rollover.

                           (A)  DEFINITIONS

                                    (i)     ELIGIBLE ROLLOVER DISTRIBUTION

                                            An eligible rollover distribution is
                                            any distribution of all or any
                                            portion of the balance to the credit
                                            of the distributee, except that an
                                            eligible rollover distribution does
                                            not include: 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
                                            desigted baneficiary, or for a
                                            specified period of ten years or
                                            more; any distribution to the extent
                                            such distribution is required under
                                            section 401(a)(9) of the Code; and
                                            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).

                                       32

<PAGE>

                                   (ii)     ELIGIBLE RETIREMENT PLAN

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

                                    (iii)   DISTRIBUTEES

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

                                    (iv)    DIRECT ROLLOVER

                                            A direct rollover is a payment by
                                            the Plan to the eligible retirement
                                            plan specified by the distributee.

                  (II)     VESTED BENEFITS NOT EXCEEDING $3.500 (EFFECTIVE
                           JANUARY 1, 1998, $5000)

                           (A)      NONVESTED PARTICIPANTS

                                    A Participant who

                                    (i)     incurs a Termination of Employment,

                                    (ii)    is not Fully Vested in his Accounts,
                                            and

                                    (iii)   has not had vested accrued benefits
                                            exceeding $3,500 (effective January
                                            1, 1998, $5,000) between, and
                                            including, the date he commenced
                                            participation in the Plan and his
                                            Termination of Employment, shall
                                            receive his vested accrued benefits
                                            in a lump sum no later than the
                                            later of:

                                       33

<PAGE>

                                                     a)       Sixty (60) days
                                                              following the last
                                                              day of the month
                                                              in which he
                                                              incurred his
                                                              Termination of
                                                              Employment; or

                                                     b)       Sixty (60) days
                                                              after the earliest
                                                              date on which the
                                                              amount of such
                                                              benefit can be
                                                              ascertained.
                                                              Distributions of
                                                              benefits other
                                                              than Company Stock
                                                              shall be valued as
                                                              of the Valuation
                                                              Date immediately
                                                              preceding the date
                                                              of distribution.

                                (B)         FULLY VESTED PARTICIPANTS

                                            A Participant who

                                            (i)      incurs a Termination of
                                                     Employment,

                                            (ii)     is Fully Vested in his
                                                     Accounts, and

                                            (iii)    has not had vested accrued
                                                     benefits exceeding $3,500
                                                     (effective January 1, 1998,
                                                     $5,000) between, and
                                                     including, the date he
                                                     commenced participation in
                                                     the Plan and his
                                                     Termination of Employment,
                                                     shall receive his vested
                                                     accrued benefits under
                                                     Section 7.2(d)(II)(B)(ii)
                                                     as if he made the election
                                                     described under Section
                                                     7.2(d)(II)(B)(i).

                           (III)    VESTED BENEFITS IN EXCESS OF $3,500
                                    (EFFECTIVE JANUARY 1, 1998, $5.000)

                                    (A)     NONVESTED PARTICIPANTS

                                            A Participant who incurs a
                                            Termination of Employment and who is
                                            not Fully Vested in his Accounts but
                                            has vested accrued benefits in
                                            excess of $3,500 (effective January
                                            1, 1998, $5,000) on his termination
                                            date, may elect to receive such
                                            vested accrued benefits in a lump
                                            sum prior to his Early Retirement or
                                            Normal Retirement Dates. Such
                                            election must be made within 60 days
                                            of termination on a form prescribed
                                            or approved by the Administrative
                                            Committee. Furthermore, if he is
                                            married, his spouse must also
                                            consent to such an election. The
                                            spouse's consent shall be
                                            irrevocable, must acknowledge the
                                            effect of such election and be
                                            witnessed by a notary public. Upon
                                            receipt of such election, the
                                            Trustee shall distribute the
                                            Participant's vested accrued
                                            benefits no later than the later of:

                                       34

<PAGE>

                                            (i)      Sixty (60) days after the
                                                     next Valuation Date
                                                     following the date he
                                                     incurred his Termination of
                                                     Employment; or

                                            (ii)     Sixty (60) days after the
                                                     earliest date on which the
                                                     amount of such benefits can
                                                     be ascertained.

                           (B)      FULLY VESTED PARTICIPANTS

                                    (i)     ELECTION

                                            A Fully Vested Participant who
                                            incurs a Termination of Employment
                                            and has vested accrued benefits in
                                            excess of $3,500 (effective January
                                            1, 1998, $5,000) on his termination
                                            date, may elect to receive such
                                            vested accrued benefits prior to his
                                            Early Retirement or Normal
                                            Retirement Dates. Such election must
                                            be made within 60 days of
                                            termination on a form prescribed or
                                            approved by the Administrative
                                            Committee. Furthermore, if he is
                                            married, his spouse must also
                                            consent to such an election. The
                                            spouse's consent shall be
                                            irrevocable, must acknowledge the
                                            effect of such election and be
                                            witnessed by a notary public.

                                   (ii)      DISTRIBUTION

                                             a)      CAPITAL ACCUMULATION,
                                                     ROLLOVER, SALARY DEFERRAL,
                                                     AND VOLUNTARY CONTRIBUTION
                                                     ACCOUNTS

                                                     Upon the election described
                                                     in Section 7.2(d)(II)(B)(i)
                                                     above, the Trustees shall
                                                     distribute the

                                                     (1) proceeds in the
                                                         Participant's
                                                         Rollover, Salary
                                                         Deferral, and
                                                         Voluntary Contribution
                                                         Accounts in a
                                                         lump-sum, and

                                                     (2) proceeds in his
                                                         Capital Accumulation
                                                         Account, no later than
                                                         the later of:

                                                     /bullet/   Sixty (60) days
                                                                following the
                                                                last day of the
                                                                month in which
                                                                he incurred his
                                                                Termination of
                                                                Employment; or

                                       35


<PAGE>

                                    /bullet/ Sixty (60) days after the earliest
                                             date on which the amount of such
                                             benefits can be ascertained.

                                    Distributions of benefits other than Company
                                    Stock shall be valued as of the Valuation
                                    Date immediately preceding the date of the
                                    distribution.

                                    b)   ESOP AND MATCHING ACCOUNTS

                                         (1)    Upon the election described in
                                                Section 7.2(d)(II)(B)(i) above,
                                                the Trustees shall distribute
                                                the proceeds in the
                                                Participant's Matching Account
                                                in a lump-sum, and the stock in
                                                his ESOP Account, no later than
                                                sixty (60) days after the
                                                earlier of:

                                      /bullet/  the end of five consecutive
                                                One-Year-Breaks-In-Service, or

                                      /bullet/  the day the former Participant
                                                attains Normal Retirement Age.

                                          Distributions of benefits other than
                                          Company Stock shall be valued as of
                                          the Valuation Date immediately
                                          preceding the earlier of:

                                      /bullet/  the end of five consecutive
                                                One-Year-Breaks-In Service, or

                                      /bullet/  the day the former Participant
                                                attains Normal Retirement Age.

                                    (c)   EXCEPTIONS

                                      /bullet/  DEATH AND DISABILITY

                                       36

<PAGE>

                                      /bullet/  For purposes of Section
                                                7.2(d)(II)(B)(ii)(2)(a) above,
                                                if a Participant who incurs a
                                                Termination of Employment
                                                becomes disabled or dies prior
                                                to the applicable distribution
                                                date above, then his account
                                                balances shall be distributed in
                                                accordance with Sections 7.2(b)
                                                or (c), whichever is applicable,
                                                as if he were an Employee on the
                                                date of disability or death.

                                       (2)      HARDSHIP

                                                WITHDRAWAL

                                      /bullet/  A Participant may withdraw his
                                                vested accrued benefits prior to
                                                the date noted in Section
                                                7.2(d)(II)(B)(ii)(2)(a) to meet
                                                the need created by a Financial
                                                Hardship.

                                      /bullet/  DETERMINATION OF HARDSHIP

                                                The determination of whether a
                                                Financial Hardship exists shall
                                                be made by the Administrative
                                                Committee, in its absolute
                                                discretion and on a
                                                nondiscriminatory basis. The
                                                Participant shall complete and
                                                submit to the Administrative
                                                Committee a Financial Hardship
                                                withdrawal form on which he
                                                shall state the reason for the
                                                need, the amount necessary to
                                                satisfy the Financial Hardship,
                                                and that funds are not
                                                reasonably available from other
                                                sources.

                                       37

<PAGE>

                                                A Financial Hardship shall be
                                                deemed to occur if it cannot be
                                                relieved:

                                                (i)     Through reimbursement or
                                                        compensation by
                                                        insurance or otherwise;

                                                (ii)    By reasonable
                                                        liquidation of the
                                                        Employee's assets, to
                                                        the extent such
                                                        liquidation would not
                                                        itself cause an
                                                        immediate heavy
                                                        financial need;

                                                (iii)   By other distributions
                                                        or non-taxable (at the
                                                        time of the loan) loans
                                                        from Plans maintained by
                                                        the Employer or by any
                                                        other Employer, or by
                                                        borrowing from
                                                        commercial sources on
                                                        reasonable commercial
                                                        terms.

                                                A distribution will be deemed to
                                                be made on account of a
                                                Financial Hardship if it is for:

                                                (i)     Medical Expenses as
                                                        described in Section 213
                                                        (d) of the Code incurred
                                                        by the Employee, the
                                                        Employee's spouse or any
                                                        dependents of the
                                                        Employee;

                                       38

<PAGE>

                                                (ii)    Payment of tuition for
                                                        the or next semester or
                                                        quarter of
                                                        post-secondary education
                                                        for the Employee, his or
                                                        her spouse, children, or
                                                        dependents; or

                                                (iii)   The need to prevent the
                                                        eviction of the Employee
                                                        from his principal
                                                        residence or foreclosure
                                                        on the mortgage of the
                                                        Employee's principal
                                                        residence.

                                      /bullet/  Vested accrued benefits shall be
                                                distributed no later than the
                                                later of

                                                        Sixty (60) days after
                                                        the last day of the
                                                        month in which the
                                                        Administrative Committee
                                                        has determined that a
                                                        Financial Hardship
                                                        exists; or

                                                        Sixty (60) days after
                                                        the earliest date on
                                                        which the amount of such
                                                        benefits can be
                                                        ascertained.

                                                                     
                                                Distributions of benefits other
                                                than Company Stock shall be
                                                valued as of the Valuation Date
                                                immediately preceding the date
                                                of distribution.

                  (e)      VALUATION OF COMPANY STOCK UPON SEPARATION OF SERVICE

                  Distributions of Company Stock shall be valued as of the date
                  the stock certificates are delivered by Trustee to the
                  transfer agent with instructions to reissue them in the name
                  of the distributee.

                                       39

<PAGE>

      7.3         DISTRIBUTEE'S RIGHT TO DEMAND COMPANY STOCK

                  A Participant, or his beneficiary, entitled to a distribution
                  from his ESOP Account or Capital Accumulation Account shall
                  have the right to demand that the distribution be in the form
                  of Company Stock.

      7.4         INCOMPETENCE OF DISTRIBUTEE

                  If the Administrative Committee receives evidence that a
                  person entitled to receive any distribution under the Plan is
                  physically or mentally incompetent or incompetent by reason of
                  age to receive such distribution and give valid release
                  therefor, such distribution may be made to the guardian,
                  committee, or other representative of such person duly
                  appointed by a court of competent jurisdiction. If a person or
                  institution other than a guardian, committee or other
                  representative of such person who has been duly appointed by a
                  court of competent jurisdiction is then maintaining or has
                  custody of such incompetent person, the distribution may be
                  made to such other person or institution and the release to
                  such other person or institution shall be a valid and complete
                  discharge for the distribution.

       7.5        LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

                  In the event that all, of any portion that the distribution
                  payable to a Participant or his beneficiary under Section 7.2
                  remains unpaid solely by reason of the inability of the
                  Administrator to ascertain the whereabouts of such Participant
                  or his beneficiary after sending a registered letter, return
                  receipt requested, to the last known address, and further
                  diligent effort, an Individual Retirement Account, as defined
                  in Code Section 408, shall be established in the persons name
                  and the distribution shall be deposited therein.

      7.6         PUT OPTION

                  The Company shall provide a "put option" to any Participant
                  (or Beneficiary) who receives a distribution of Company Stock
                  which is not readily tradable on an established market. The
                  put option shall permit the Participant (or Beneficiary) to
                  sell such Company Stock to the Company at any time during two
                  option periods, at the then fair market value. The first put
                  option period shall be for at least 60 days beginning on the
                  date of distribution. The second put option period shall be
                  for at least 60 days beginning after the new determination of
                  fair market value (and notice to the Participant thereof) in
                  the following Plan Year. The Company may allow the Trust to
                  purchase shares of Company Stock tendered to the Company under
                  a put option. The payment for any Company Stock sold under a
                  put option shall be made within 30 days if the shares were
                  distributed as part of an installment distribution. If the
                  shares were distributed in a lump sum distribution, payment
                  shall commence within 30 days and may be made in a lump sum or
                  in substantially equal, annual installments over a period not
                  exceeding five years,

                                       40

<PAGE>

                  with adequate security provided and interest payable at a
                  reasonable rate on any unpaid installment balance.

    7.7           RESTRICTIONS

                  Shares of Company Stock held or distributed by the Trust may
                  include such legend restrictions on transferability as the
                  Company may reasonably require in order to assure compliance
                  with applicable Federal and state securities laws. Except as
                  otherwise provided in this Section 7, no shares of Company
                  Stock held or distributed by the Trustee may be subject to a
                  put, call or other option, or buy-sell or similar arrangement.
                  The provisions of this Section 14 are nonterminable and shall
                  continue to be applicable to Company Stock even if the Plan
                  ceases to be an employee stock ownership plan under Section
                  4975(e)(7) of the Code.

                                   SECTION 8.

                            AMENDMENT AND TERMINATION

    8.1           AMENDMENT

                  The Company reserves the right to amend the Plan at any time
                  and from time to time, in whole or in part, including, without
                  limitation, retroactive amendments necessary or advisable to
                  qualify the Plan and Trust under the provision of Section
                  401(a) of the Internal Revenue Code, or any successor or
                  similar statute hereafter enacted. However, except as set
                  forth in Section 8.3, no such amendment shall (1) cause any
                  part of the assets of the Plan and Trust to revert to or be
                  recoverable by the Company or be used for or diverted to
                  purposes other than the exclusive benefit of Participants,
                  former Participants, and beneficiaries; (2) deprive any
                  Participant, former Participant, or beneficiary of any benefit
                  already vested; (3) alter, change, or modify the duties,
                  powers, or liabilities of the Trustees without its written
                  consent; or (4) permit any part of the assets of the Plan and
                  the Trust to be used to pay premiums or contributions of the
                  Company under any other plan maintained by the Company for the
                  benefit of its Employees. No amendment to the vesting schedule
                  shall deprive a Participant of His unenforceable rights to
                  benefits accrued to the date of the amendment. Further, if an
                  amendment to the vesting schedule of the Plan reduces the
                  vesting percentage of a Participant with at least 3 Years of
                  Service, the Participant may elect, within a reasonable period
                  after the adoption of the amendment, to have his
                  nonforfeitable percentage computed under the Plan without
                  regard to the amendment. The period during which the election
                  may be made shall commence with the date the amendment is
                  adopted and shall end on the latest of (1) 60 days after the
                  amendment is adopted, (2) 60 days after the amendment becomes
                  effective, (3) 60 days after the Participant is issued written
                  notice of the amendment by the Company or by the
                  Administrative Committee.

                                       41

<PAGE>

     8.2          TERMINATION. PARTIAL TERMINATION OR COMPLETE DISCONTINUANCE OF
                  CONTRIBUTIONS

                  Although the Company has established the Plan with the
                  intention and expectation that it will make contributions
                  indefinitely, nevertheless the Company shall not be under any
                  obligation or liability to continue its contributions or to
                  maintain the Plan for any given length of time. The Company
                  may in its sole and absolute discretion discontinue
                  contributions or terminate the Plan in whole or in part in
                  accordance with its provisions at any time without any
                  liability for the discontinuance or termination. If the Plan
                  shall be terminated or partially terminated or if
                  contributions of the Company shall be completely discontinued,
                  the rights of all affected Participants in their Accounts
                  shall become 100% vested and nonforfeitable notwithstanding
                  any other provisions of the Plan. However, the Trust shall
                  continue until all Participants' Accounts have been completely
                  distributed to or for the benefit of the Participants in
                  accordance with the Plan.

     8.3          PERMISSIBLE REVERSIONS

                  (a)      Notwithstanding any other provision of the Plan:

                           (I)      No Participant nor beneficiary shall have
                                    any right or claim to any assets of the
                                    Trust or to any benefit under the Plan
                                    before the Internal Revenue Service
                                    determines that the Plan and Trust qualify
                                    under the from a predecessor plan as defined
                                    in Internal Revenue Code Section 411, to the
                                    extent vested upon transfer to this Plan and
                                    Trust from such predecessor plan. Upon the
                                    distribution to the Participants of any
                                    vested amounts or benefits transferred from
                                    a predecessor plan and the return of any
                                    remaining contributions to the Company
                                    following the denial of initial
                                    qualification of the Plan and Trust under
                                    the provisions of Code Section 401 (a) the
                                    Trust provided for in this Plan shall be
                                    terminated and the Trustees shall be
                                    discharged from all obligations hereunder.

                          (II)      To the extent the Company's contributions
                                    are made by reason of a mistake of fact,
                                    they may be returned to the Company within
                                    one year from the date of contribution.

                          (III)     If the Company's contributions are
                                    conditioned on their deductibility for
                                    federal income tax purposes, to the extent
                                    the deduction is disallowed they may be
                                    returned to the Company within one year from
                                    the date of the disallowance.

               (b)     The amounts that may be returned to the Company under
                       Sections 8.3(a)(ii) and 8.3(a)(iii) above shall be the
                       excess of the amounts contributed over the amounts that
                       would have been contributed had there not been a mistake
                       of fact or mistake

                                       42

<PAGE>

                       in determining the deduction, as applicable. No earnings
                       on the mistaken or nondeductible contributions may be
                       returned to the Company and losses sustained by the Trust
                       after the date of contribution shall proportionately
                       reduce the amount that may be returned to the Company.

                                   SECTION 9.

                                     CLAIMS

              Distributions of Accounts under the Plan will normally be made
              without a Participant (or beneficiary) having to file a claim for
              benefits. However, a Participant (or beneficiary) who does not
              receive a distribution to which he believes he is entitled may
              present a claim to the Administrative Committee for any unpaid
              benefits. All questions and claims regarding benefits under the
              Plan shall be acted upon by the Administrative Committee.

              Each Participant (or beneficiary) who wishes to file a claim for
              benefit with the Administrative Committee shall do so in writing,
              addressed to the Committee or to the Company. If the claim for
              benefits is wholly or partially denied, the Committee shall notify
              the Participant (or beneficiary) in writing of such denial of
              benefits within Ninety (90) days after the Committee initially
              received the benefit claim.

              Any notice of a denial of benefits shall advise the Participant
              (or beneficiary) of:

                  (a)      the specific reason or reasons for the denial;

                  (b)      the specific provisions of the Plan on which the
                           denial is based;

                  (c)      any additional materdial or information necessary for
                           the Participant (or beneficiary) to perfect his claim
                           and an explanation of why such material or
                           information is necessary; and

                  (d)      the steps which the Participant (or beneficiary) must
                           take to have his claim for benefits reviewed.

                  Each Participant (or beneficiary) whose claim for benefits has
                  been denied shall have the opportunity to file a written
                  request for a full and fair review of this claim by the
                  Administrative Committee, to review all documents pertinent to
                  his claim and to submit a written statement regarding issues
                  relative to his claim. Such written request for review of his
                  claim must be filed by the Participant (or beneficiary) within
                  sixty (60) days after receipt of written notification of the
                  denial of his claim. The Committee shall schedule an
                  opportunity for a full and fair hearing of the issue within
                  the next thirty (30) days. The decision of the Committee will
                  be made within thirty (30) days thereafter and

                                       43


<PAGE>


             shall be communicated in writing to the claimant. Such written
             notice shall set forth the specific reasons and specific Plan
             provisions on which the Committee based its decision.

             All notices by the Administrative Committee denying a claim for
             benefits, and all decisions on requests for a review of the denial
             of a claim for the benefits, shall be written in a manner
             calculated to be understood by the Participant (or beneficiary)
             filing claim for requesting the review.

                                   SECTION 10.

                               TOP HEAVY PROVISION

     10.1         APPLICATION OF TOP-HEAVY PROVISIONS

                  If the sum of the Present Value of Accrued Benefits of
                  Participants who are "Key Employees" for such Plan Year and
                  the Aggregate Accounts of all the Key Employees under this
                  Plan and of an Aggregation Group, exceed sixty percent of the
                  sum of the Present Value of Accrued Benefit and Aggregate
                  Accounts of all Participants under this Plan and all plans of
                  an Aggregation Group, then the following provisions under this
                  Section shall apply for such Plan Year.

                  The date for determining the applicability of this Secdon
                  ("determination date") is the last day of the preceding Plan
                  Year.

                  (a)      If any Participant is a Non-Key Employee for any Plan
                           Year, but such Participant was a Key Employee for any
                           prior Plan Year, such Participant's Present Value of
                           Accrued Benefit and/or Aggregate Account Balance
                           shall not be taken in account for purposes of
                           determining whether this Plan is a Top Heavy Plan (or
                           whether any Aggregation Group which includes this
                           Plan is a Top Heavy Group). In addition, if a
                           Participant or Former Partcipant has not received any
                           Compensation from any Employer maintaining the Plan
                           (other than benefits under the Plan) at any time
                           during the five year period ending on the
                           Determination Date, the Aggregate Account and/or
                           Present Value of Accrued Benefit for such Participant
                           or Former Participant shall not be taken into account
                           for the purposes of determining whether this Plan is
                           a Top Heavy Plan.

                (b)        SUPER TOP HEAVY

                           This Plan shall be a Super Top Heavy Plan for any
                           Plan Year in which, as of the Determination Date, the
                           sum of Present Value of Accrued Benefits of Key
                           Employees in the Aggregate Accounts of Key Employees
                           under this Plan and all Plans of the Aggregation
                           Group, exceeds ninety percent (90%) of the sum of the
                           Present Value of Accrued Benefits in the Aggregate
                           Accounts of all Key and Non-Key Employees under this
                           Plan and all plans of the Aggregate Group.

                                       44

<PAGE>




          (c)    AGGREGATE ACCOUNT

                 Participant's Aggregate Account as of the Determination Date is
                 the sum of:

                 (I)      participant's Account balance as of the most recent
                          valuation occurring within a twelve (12) month period
                          ending on the Determination Date;

                 (II)     an adjustment for any contributions due as of the
                          Determination Date. Such adjustment shall be the
                          amount of any contributions actually made after the
                          valuation date but on or before the Determination
                          Date, except for the first Plan Year when such
                          adjustment shall also reflect the amount of any
                          contributions made after the Determinadon Date that
                          are allocated as of a date in that first Plan Year;

                 (III)    any Plan distributions made within the Plan Year that
                          includes the Determination Date or within the four (4)
                          preceding Plan Years. However, in the case of
                          distributions made after the valuation date and prior
                          to the Determination Date, such distributions are not
                          included as distributions for top heavy purposes to
                          the extent that such distributions are already
                          included in the Participant's Aggregate Account
                          balance as of the valuation date. Notwithstanding
                          anything herein to the contrary, all distributions and
                          distributions under a terminated plan which if it had
                          not been terminated would have been required to be
                          included in an Aggregation Group, will be counted;

                 (IV)     any Employee contributions, whether voluntary or
                          mandatory. However, amounts attributable to tax
                          deduchble qualified deductible employee contributions
                          shall not be considered to be a part of the
                          Participant's Aggregate Account balance;

                  (V)     with respect to unrelated rollovers and plan-to-plan
                          transfers (ones which are both initiated by the
                          Employee and made from a plan maintained by one
                          employer to a plan maintained by another employer), if
                          this Plan provides the rollovers or plan-to-plan
                          transfers, it shall always consider such rollover or
                          plan-to-plan transfer as a distribution for the
                          purposes of this Section. If this Plan is the plan
                          accepting such rollovers or plan-to-plan transfers, it
                          shall not consider such rollovers or plan-to-plan
                          transfers as part of the Participant's Aggregate
                          Account balance; and

                  (VI)    with respect to related rollovers and plan-to-plan
                          transfers (ones either not initiated by the Employee
                          or made to a plan maintained by the same employer),
                          if this Plan provides the rollover or plan-to-plan
                          transfer, it shall not be counted as a distribution
                          for purposes of this Section. If this

                                       45


<PAGE>


                           Plan is the plan accepting such rollover or
                           plan-to-plan transfer, it shall consider such
                           rollover or plan-to-plan transfer as part of the
                           Participant's Aggregate Account balance, irrespective
                           of the date on which such rollover or plan-to-plan
                           transfer is accepted.

         (d)      AGGREGATION GROUP

                  "Aggregation Group" means either a Required Aggregation Group
                  or a Permissive Aggregation Group as hereinafter determined.

                  I)       REQUIRED AGGREGATION GROUP:

                           In determining a Required Aggregation Group
                           hereunder, each plan of the Employer in which a Key
                           Employee is a participant, and each other plan of the
                           Employer which enables any plan in which a Key
                           Employee participates to meet the requirements of
                           Code Sectdons 401(a)(4) or 410, will be required to
                           be aggregated. Such group shall be known as a
                           Required Aggregation Group. In the case of a Required
                           Aggregation Group, each plan in the group will be
                           considered a Top Heavy Plan if the Required
                           Aggregation Group is a Top Heavy Group. No plan in
                           the Required Aggregation Group will be considered a
                           Top Heavy Plan if The Required Aggregation Group is
                           not a Top Heavy Group.

                  (II)     PERMISSIVE AGGREGATION GROUP:

                           The Employer may also include any other plan not
                           required to be included in the Required Aggregation
                           Group, provided the resulting group, taken, as a
                           whole, would continue to satisfy the provisions of
                           Code Sections 401(a)(4) and 410. Such group shall be
                           known as a Permissive Aggregation Group. In the case
                           of a Permissive Aggregation Group, only a plan that
                           is part of the Required Aggregation Group will be
                           considered a Top Heavy Plan if the Permissive
                           Aggregation Group is a Top Heavy Group. No plan in
                           the Permissive Aggregation Group will be considered a
                           Top Heavy Plan if the Permissive Aggregation Group is
                           not a Top Heavy Group.

                  (III)    Only those plans of the Employer in which the
                           Determination Dates fall within the same calendar
                           year shall be aggregated in order to determine
                           whether such plans are Top Heavy Plans.

         (e)      DETERMINATION DATE

                  "Determination Date" means (a) the last day of the preceding
                  Plan Year, or (b) in the case of the first Plan Year, the last
                  day of such Plan Year.

                                       46

<PAGE>

         (f)      PRESENT VALUE OF ACCRUED BENEFIT

                  In the case of a defined benefit plan, a Participant's Present
                  Value of Accrued Benefit shall be as determined under the
                  provisions of the applicable defined benefit plan.

              (g)      TOP HEAVY  GROUP

                       "Top Heavy Group" means an Aggregation Group in which, as
                       of the Determination Date, the sum of:

                       (1)      the Present Value of Accrued Benefits of Key
                                Employees under all defind benefit plans
                                included in the group, and

                       (2)      the Aggregate Accounts of Key Employees under
                                all defined contribution plans included in the
                                group, exceeds sixty percent (60%) of a similar
                                sum determined for all Participants.

                  (h)      TOP HEAVY PLAN YEAR

                           "Top Heavy Plan Year" means that, for a particular
                           Plan Year, the Plan is a Top Heavy Plan.

      10.2        KEY EMPLOYEES

                  For purposes of this Section, the term "Key Employee" means
                  any Employee or former Employee (and his beneficiaries) who,
                  at any time during the Plan Year or any of the preceding four
                  Plan Years, is:

               (a)     An officer of the Employer and has annual compensation
                       (as defined in Code Section 414(q)(7)) greater than 50%
                       of the amount in effect under Code Section 415(b)(1)(A)
                       for any such Plan Year;

               (b)     One of ten employees having annual compensation (as
                       defined in Code Section 414(q)(7)) greater than $30,000
                       (or such amount adjusted in accordance with Code Section
                       415(c)(1)(A) as in effect for the calendar year in which
                       the Determination Date falls) and owning (or considered
                       as owning within the meaning of Code Section 318) the
                       largest interests in an Employer;

               (c)     A five percent owner of the Employer; and

               (d)     A one percent owner of the Employer who has annual
                       compensation (as defined in Section 414(q)(7)) more than
                       $150,000.

                                       47

<PAGE>

                  A five percent owner means any person who owns (or is
                  considered as owning within the meaning of Code Section 318)
                  more than five percent of the outstanding stock of an Employer
                  or stock possessing more than five percent of the total
                  combined voting power of all stock of an Employer. A one
                  percent owner means any person who owns (or is considered as
                  owning within the meaning of Code Section 318) more than one
                  percent of the outstanding stock of an Employer or stock
                  possessing more than one percent of the total combined voting
                  power of all stock of an Employer. If an Employee ceases to be
                  a Key Employee, such Employee's Account balances shall be
                  disregarded under the top heavy plan computation for any Plan
                  Year following the last Plan Year for which the Employee was
                  treated as a Key Employee. The Account Balances of an Employee
                  who has not performed any service for an Employer at any time
                  during the five year period ending on the Determination Date
                  are excluded from the calculation to determine top heaviness.
                  For purposes of clause (a) above no more than the lesser of
                  (i) fifty Employees, or (ii) the greater of three Employees or
                  ten percent of all Employees, are to be treated as Key
                  Employees. For purposes of clause (b) above, if two Employees
                  have the same interest in an Employer, the Employee having
                  greater annual compensation from an Employer shall be treated
                  as having a larger interest. For purposes of determining the
                  number of officers taken into account under clause (a),
                  Employees described in Code Section 414(q)(8) shall be
                  excluded.

     10.3         NON-KEY EMPLOYEE

                  Any employee or former employee (and his beneficiaries) who is
                  not a Key Employee.

     10.4         ADDITIONAL RULES

                  In determining the sum of the account balances under a defined
                  contribution plan, Employer contributions and Employee
                  contributions shall be taken into account. The account balance
                  in a defined contribution plan will include any amount
                  distributed to a Participant within the five year period
                  ending on the Determination Date.

      10.5        VESTING REQUIREMENTS

                  If this Plan is determined to be top-heavy in any Plan Year
                  under the provisions of paragraph 10.1 or 10.3, then a
                  Participant's right to the contributions allocated to his
                  Accounts shall vest in accordance with the following schedule:

                  YEARS OF SERVICE                   VESTING PERCENTAGE
                  ----------------                   ------------------
                  Less than 3                                 0
                  3 or more                                 100

                                       48

<PAGE>

                  For this purpose, the term "Year of Service" shall be as
                  defined in Section 1. Once the above schedule applies to a
                  Participant, it will continue to apply to him, whether or not
                  the Plan is top-heavy in any subsequent years, for as long as
                  he remains a Participant.

     10.6         MINIMUM BENEFIT

                  If this Plan is determined to be top-heavy in any Plan Year
                  under the provisions of paragraph 10.1 or 10.3, then the
                  contribution for such Plan Year to be allocated to each
                  Participant who is not a Key Employee in such Plan Year shall
                  not be less than three percent of such Participant's
                  compensation (as defined in Code 414(q)(7)) or such lesser
                  percentage as may be made with respect to Key Employees in
                  such Plan Year. Amounts contributed under Plan Section 3.2(a)
                  sha11 be taken into consideration in determining the lesser
                  percentage for Key Employers noted in the immediately
                  preceding sentence.

     10.7         CEILING ON INCLUDIBLE COMPENSATION

                  If this Plan is determined to be top-heavy in any Plan Year
                  under the provision of paragraph 10.1 or 10.3, then only the
                  first $200,000 of a Participant's compensation (as defined in
                  Code Section 414(q)(7)) may be taken into account in
                  determining the amount of the allocation to such Participant's
                  Account for the Plan Year. The $200,000 limit shall
                  automatically be adjusted for the Plan Years beginning after
                  1985 to the extent permitted by the Internal Revenue Service.

                                   SECTION 11.

                                  MISCELLANEOUS

     11.1         LIMITATION OF RIGHTS: EMPLOYMENT RELATIONSHIP

                  Neither the establishment of the Plan and the Trust nor any
                  modifications of them, nor the creation of any fund or
                  account, nor the payment of any benefits, shall be construed
                  as modifying or affecting in any way the terms of employment
                  of any Employee.

     11.2         MERGER: TRANSFER OF ASSETS

                  (a)      If the Company merges or consolidates with or into a
                           corporation, or if substantially all the assets of
                           the Company are transferred to a corporation, the
                           Plan shall terminate on the effective date of the
                           merger, consolidation, or transfer. However, if the
                           surviving corporation resulting from the merger or
                           consolidation, or the corporation to which the assets
                           have been transferred, adopts this Plan, the Plan
                           shall continue and the successor corporation shall
                           succeed to all rights, powers, and duties of the
                           Company under the Plan, and the employment of any
                           Employee who is continued in the successor
                           corporation's

                                       49


<PAGE>

                           employ shall not be deemed to have been terminated
                           for any purpose under the Plan.

                  (b)      This Plan shall not be merged or consolidated with
                           any other employee benefit plan' nor shall there by
                           any transfer of assets or liabilities from this Plan
                           to any other plan, unless, immediately after the
                           merger, consolidation, or transfer, each
                           Participant's benefits, if the other plan were then
                           to terminate, are at least equal to the benefits to
                           which the Participant would have been entitled had
                           this Plan been terminated immediately before the
                           merger, consolidation, or transfer.

      11.3        PROHIBITION AGAINST ASSIGNMENT

                  (a)      Except as provided below, the benefits provided by
                           this Plan may not be assigned or alienated. Neither
                           the Company nor the Trustees shall recognize any
                           transfer, mortgage, pledge, hypothecation, order, or
                           assignment by any Participant or beneficiary of all
                           or part of his interest under the Plan, and the
                           interest shall not be subject in any manner to
                           transfer by operation of law and shall be exempt from
                           the claims of creditors or other claimants from all
                           orders, decrees, levies, garnishment, and/or
                           executions, and other legal or equitable process or
                           proceedings against the Participant or beneficiary to
                           the fullest extent that may be permitted by law.

                  (b)      This provision shall not apply to the extent a
                           Participant or beneficiary is indebted to the Plan,
                           for any reason, under any provision of this
                           Agreement. At the time a distribution is to be made
                           to or for a Participant's or beneficiary's benefit,
                           such proportion of the amount distributed as shall
                           equal such indebtedness, shall be paid by the
                           Trustees to the Trustees or the Administrative
                           Committee, at the direction of the Administrative
                           Committee, to apply against or discharge such
                           indebtedness. Prior to making a payment, however, the
                           Participant or beneficiary must be given written
                           notice by the Administrative Committee that such
                           indebtedness is to be so paid in whole or part from
                           his account. If the Participant or beneficiary does
                           not agree that the indebtedness is a valid claim
                           against his vested Accounts, he shall be entitled to
                           a review of the validity of the claim in accordance
                           with procedures provided in Section 9.

                  (c)      This provision shall not apply to a "qualified
                           domestic relations order" defined in Code Section
                           414(p), and those other domestic relations orders
                           permitted to be so treated by the Administrative
                           Committee under the Code. The Administrative
                           Committee shall establish a written procedure to
                           determine the qualified status of domestic relations
                           orders and to administer distributions under such
                           qualified orders. Further, to the extent provided
                           under a "qualified domestic relations order", a
                           former spouse of a Participant shall be treated as
                           the spouse or surviving spouse for all purposes under
                           the Plan.

                                       50

<PAGE>

     11.4         APPLICABLE LAW: SEVERABILITY

                  This Plan shall be construed, administered, and governed in
                  all respects in accordance with ERISA and the laws of the
                  State of Florida, provided, however, that if any provision is
                  susceptible of more than one interpretation, it shall be
                  interpreted in a manner consistent with the Plan's being a
                  qualified employees' cash or deferred profit sharing plan
                  within the meaning of the Internal Revenue Code. If any
                  provision of this instrument shall be held by a court of
                  competent jurisdiction to be invalid or unenforceable, the
                  remaining provisions of the Plan shall continue to be fully
                  effective.

     11.5         RELIANCE UPON COPY OF PLAN

                  Any person dealing with the Trustees may rely upon copies of
                  the Plan and the Trust Agreement, and any amendments thereto,
                  certified by the Administrative Committee to be true and
                  correct copies.

     11.6         GENDER AND NUMBER:  CAPTIONS OR HEADINGS

                  Wherever appropriate to the meaning or interpretation of this
                  Plan, the masculine gender shall include the feminine, and the
                  singular number shall include the plural and vice versa.
                  Captions or headings are inserted and intended for
                  organizational format and convenience of reference only; they
                  are not to be given independent substantive meaning or effect.

                                   SECTION 12.

                            ADMINISTRATIVE COMMITTEE

     12.1         APPOINTMENT OF COMMITTEE

                  The Board shall appoint the Administrative Committee (the
                  "Committee") the members of which shall serve at the pleasure
                  of the Board, without bond, unless a bond shall be requested
                  by the Board or secured voluntarily by a member. Any member of
                  the Committee who is not an officer or employee of an Employer
                  may be compensated for services as a member of the Committee.
                  The Committee members may, but need not be, Participants under
                  the Plan. Vacancies arising shall be filled in the same manner
                  as appointments. Any member of the Committee may resign by
                  delivering a written resignation to the Board and to the
                  Secretary of the Committee and such resignation will become
                  effective upon such delivery or at any later date specified
                  therein.

                                       51

<PAGE>

      12.2        COMMITTEE ORGANIZATION

                  The members of the Committee shall elect from their number a
                  Chairman and shall appoint a Secretary, who need not be a
                  member of the Committee. The Chairman and the Secretary shall
                  serve without bond and without compensation at the pleasure of
                  the Committee.

      12.3        COMMITTEE MEETINGS

                  The Committee shall hold meetings upon such notice, at such
                  time, and at such place as it may determine. A majority of the
                  members of the Committee shall constitute a quorum for the
                  transaction of business. All resolutions of actions taken by
                  the Committee shall be by vote of a majority of those present
                  at a meeting, or, if they act without a meeting, by unanimous
                  written consent of the members of the Committee.

      12.4        COMMITTEE FUNCTIONS AND POWERS

                  The Committee shall be the administrator of the Plan, and its
                  duties shall include, without limitation, powers with respect
                  to the administration of the Trust as may be conferred upon it
                  by the Trust Agreement and by the Plan. The Committee shall
                  have the power to take all action and to make all decisions
                  that shall be necessary or proper in order to carry out the
                  provisions of the Plan and, without limiting the generality of
                  the foregoing, the Committee shall have the following powers:

                  (a)      to make (and enforce by suspension or forfeiture)
                           such rules and regulations as it shall deem necessary
                           or proper for the efficient administration of the
                           Plan;

                  (b)      to interpret or construe the Plan;

                  (c)      to decide questions concerning the Plan and the
                           eligibility of any Employee to participate therein
                           and the right of any person to receive benefits
                           thereunder;

                  (d)      to decide any dispute arising under the Plan;

                  (e)      to compute the amount of benefits which shall be
                           payable to any person in accordance with the
                           provisions of the Plan;

                  (f)      to authorize all disbursements by the Trustees;

                  (g)      to recommend to the Board and to the respective
                           boards of directors of the other Employers the
                           amounts of the Employer contributions and payments
                           for expenses to be made from time to time under the
                           provisions of the Plan;

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                  (h)      to prescribe and require the use of such forms as it
                           shall deem necessary or desirable in connections with
                           the administration of the Plan;

                  (i)      to fix the criteria to be followed in determining the
                           market value of any security or property held in the
                           Trust Fund or the amount of any unliquidated charge,
                           expense, or obligation of the Trust Fund;

                  (j)      to establish and monitor policy of proxy voting by
                           the Trustees for stock held for the plan consistent
                           with regulations and rulings of the U.S. Department
                           of Labor;

                  (k)      to appoint one (1) or more Independent Advisors and
                           dismiss and replace any of these, as it deems
                           warranted;

                  (1)      to supply any omissions in the Plan;

                  (l)      to reconcile and correct any errors or
                           inconsistencies in the Plan; and

                  (n)      to make equitable adjustments for any mistakes or
                           errors made in the administration of the Plan.

      12.5        COMMITTEE ACTIONS CONCLUSIVE

                  All actions and decisions taken by the Committee shall be fnal
                  and conclusive and binding on all persons having any interest
                  in the Plan or Trust Fund or in any benefits payable
                  thereunder.

      12.6        COMMITTEE APPOINTMENT OF AGENTS

                  The Committee may employ or engage such accountants, counsel,
                  other experts, and other persons as it deem necessary in
                  connections with the administration of the Plan.

      12.7        RELIANCE ON OPINIONS, ETC.

                  The Committee and each member thereof and each person to whom
                  it may delegate any power or duty in connection with
                  administering the Plan shall be entitled to rely conclusively
                  upon, and shall be fully protected in any action taken by them
                  or any of them in good faith reliance upon any valuation,
                  certificate, opinion, or report which shall be furnished to
                  them or any of them by the Trustees or by any accountant,
                  counsel, other expert, or other person who shall be employed
                  or engaged by the Trustees or the Committee.

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12.8     RECORDS AND ACCOUNTS

         The Committee shall keep or cause to be kept all data, records and
         documents pertaining to the administration of the Plan, and the
         Secretary of the Committee may execute all documents necessary to carry
         out the provisions of the Plan. To enable the Committee to perform its
         functions, the Employer shall supply full and timely information to the
         Committee on all matters relating to the salaries of Participants,
         their retirement, death, termination of employment, and such other
         pertinent facts as the Committee may require. The Committee shall
         advise the Trustees of such of the foregoing facts as may be pertinent
         to the Trustees' administration of the Trust Fund and shall give proper
         instruction to the Trustees for carrying out the purposes of the Plan.

12.9     PAYMENT OF EXPENSE

         (a)      Subject to the provisions of paragraph (b) of this Section
                  12.9, expenses in connection with the administration of the
                  Plan and Trust including commissions, taxes or other expenses
                  relating to the purchase and maintenance of property held as a
                  part of any Investment Fund, expenses payable to any member of
                  the Committee pursuant to Section 12.1, expenses of the
                  Committee or any member thereof, expenses of the Trustees and
                  of any accountant or other person who shall be employed by the
                  Committee or Trustees in the administration thereof, shall be
                  paid by the Plan. To the extent such expenses are not paid by
                  the Plan, they may be paid by the Company.

         (b)      In the event of permanent discontinuance of contributions or
                  termination any further payment of expenses which arise or
                  have arisen in connection with the administration of the Plan
                  and Trust Agreement shall be paid by the Plan unless paid by
                  the Employer.

12.10    Liability of the Administrative Committee

         No member of the Administrative Committee shall incur liability for any
         action taken or not taken in good faith reliance on advice of counsel,
         who may be counsel for the Company or taken or not taken in good faith
         reliance on a determination as to a matter of fact which has been
         represented or certified by a person reasonably believed to have
         knowledge of the fact so represented or certified, or taken or not
         taken in good faith reliance on a recommendation or opinion expressed
         by a person reasonably believed to be qualified or expert as to any
         matter where it is reasonable or customary to seek or rely on such
         recommendadons or opinions. Nor shall any Administradve Committee
         member be liable for the wrongful or negligent conduct of any other
         Administrative Committee member or any person having fiduciary
         responsibilities with respect to the Plan unless he (i) knowingly
         participates in or undertakes to conceal an act or omission of such
         other person knowing the act or omission is a breach of fiduciary duty,
         (ii) by failing to act solely in the interests of participants and
         beneficiaries or to exercise the care, skill, prudence and diligence
         under the circumstances prevailing from time to time

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         that a prudent man acting in a like capacity and familiar with such
         matters would exercise, has enabled the other fiduciary to commit a
         breach of his obligation, or (iii) he has knowledge of a breach by the
         other fiduciary and does not make reasonable efforts under the
         circumstances to remedy it. Except as otherwise affirmatively required
         by the Act, no Administrative Committee member shall be required to
         post a bond. The Company shall jointly and severally indemnify the
         Administrative Committee members and hold them harmless from loss,
         liability and expense in respect of the Plan, including the legal cost
         of defending claims and amounts paid in satisfaction or settlement
         thereof provided only that no indemnification is intended that would be
         void as against public policy under the Act.

                                   SECTION 13.

                                 TRUST AGREEMENT

13.1     THE TRUST AGREEMENT

         All contributions under the Plan shall be made to the Trust Fund held
         by the Trustees under a separate Trust Agreement known as the "SBS
         Trust Company Trust Agreement" (the "Trust Agreement"). The Trustees
         are to hold, invest, and distribute the Trust's assets, and maintain
         records of the Trust Fund in accordance with the terms and provisions
         of the Trust Agreement except that they may delegate such
         responsibility to an Investment Manager. The Trustees are to invest the
         Trust's assets designated as ESOP contributions primarily in the
         Employer's securities. The Trust Agreement Shall be deemed to form a
         part of the Plan, and any and all rights or benefits which may Accrue
         to any person under the Plan shall be subject to all the terms and
         provisions of the Trust Agreement. If there is any conflict between the
         terms of the Plan and the terms of the Trust Agreement, the terms of
         the Plan shall control.

13.2     NO DIVERSION OF CORPUS OR INCOME

         In no event shall any portion of the corpus or income of the Trust Fund
         be used for or diverted to purposes other than the exclusive benefit of
         Participants and their Beneficiaries.

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                  IN WITNESS WHEREOF, the Company has caused this Plan as
revised and amended to be executed and have affixed their seals this day of
____________________, 19___.

                                         COMPANY:

                                         By:___________________________________


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