Exhibit 10(v)







                                 MONROE BANCORP
                                   THRIFT PLAN
       (As Amended and Restated Generally Effective as of January 1, 2001)


                      [Conformed through Second Amendment]


















                                Krieg DeVault LLP
                         One Indiana Square, Suite 2800
                           Indianapolis, IN 46204-2079
                              www.kriegdevault.com



<PAGE>

                                   ADOPTION OF

                                 MONROE BANCORP

                                   THRIFT PLAN


       (As Amended and Restated Generally Effective as of January 1, 2001)

     Pursuant to resolutions adopted by the Board of Directors of Monroe Bancorp
(the "Company") on December 20, 2001, the undersigned officers of the Company
hereby adopt the Monroe Bancorp Thrift Plan (As Amended and Restated Generally
Effective as of January 1, 2001) on behalf of the Company, in the form attached
hereto.

     Dated this 20th day of December, 2001.



                                       MONROE BANCORP


                                       By /s/ Mark D. Bradford
                                          ------------------------------------

                                          Mark D. Bradford, President,
                                          Chief Executive Officer
ATTEST:


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



<PAGE>

<TABLE>
<CAPTION>
                                                    CONTENTS

SECTION                                                                                                        Page
-------                                                                                                        ----
<S>                                                                                                            <C>
ARTICLE I Introduction     .......................................................................................1
         Section 1.1       Purpose................................................................................1
         Section 1.2       Effective Date.........................................................................1
         Section 1.3       Employers and Affiliates...............................................................1
         Section 1.4       Plan Administration; Plan Year.........................................................1
         Section 1.5       Funding of Benefits....................................................................2
         Section 1.6       Examination of Documents...............................................................2
         Section 1.7       Contributions Not Dependent Upon Profits...............................................2
         Section 1.8       Plan Supplements.......................................................................2
         Section 1.9       Definition References..................................................................2

ARTICLE II Participation and Service..............................................................................5
         Section 2.1       Eligibility for Participation..........................................................5
         Section 2.2       Commencement of Participation..........................................................5
         Section 2.3       Duration of Participation..............................................................5
         Section 2.4       Restricted Participation and Reemployment..............................................5
         Section 2.5       Service................................................................................6
         Section 2.6       Military Service.......................................................................7
         Section 2.7       Notice of Participation................................................................8

ARTICLE III Compensation Deferrals................................................................................9
         Section 3.1       Compensation Deferrals.................................................................9
         Section 3.2       Changes in Rate of Deferrals..........................................................10
         Section 3.3       Compensation Deferral Elections.......................................................10

ARTICLE IV Contributions   11
         Section 4.1       Compensation Deferral Contributions...................................................11
         Section 4.2       Matching Contributions................................................................11
         Section 4.3       Profit Sharing Contributions..........................................................11
         Section 4.4       Limitations on Contributions..........................................................11
         Section 4.5       Payment of Contributions..............................................................11
         Section 4.6       Rollover Contributions................................................................12
         Section 4.7       Direct Transfers......................................................................12
         Section 4.8       Participant After-tax Contributions...................................................12

ARTICLE V Allocations to Participants............................................................................13
         Section 5.1       Individual Accounts...................................................................13
         Section 5.2       Accounting Date.......................................................................13
         Section 5.3       Account Adjustments...................................................................13
         Section 5.4       Crediting of Compensation Deferral Contributions......................................14
         Section 5.5       Allocation of Matching Contributions and Remainders...................................14
         Section 5.6       Allocation of Profit Sharing Contributions and Remainders.............................15

                                       i
<PAGE>

         Section 5.7       Total Compensation....................................................................15
         Section 5.8       Maximum Additions.....................................................................16
         Section 5.9       Limitation Due to Defined Contribution Plan and Defined Benefit Plan
                           Participation.........................................................................16
         Section 5.10      Investment Funds......................................................................17
         Section 5.11      Annual Statement to Participants......................................................17

ARTICLE VI Distribution of Benefits..............................................................................18
         Section 6.1       Retirement or Disability..............................................................18
         Section 6.2       Death.................................................................................18
         Section 6.3       Resignation or Dismissal..............................................................18
         Section 6.4       Remainders and Reinstatement of Remainders............................................19
         Section 6.5       Payment of Benefits...................................................................19
         Section 6.6       Manner of Payment.....................................................................20
         Section 6.7       Death Distribution Provisions.........................................................21
         Section 6.8       Spousal Death Benefit.................................................................21
         Section 6.9       Designation of Beneficiary............................................................21
         Section 6.10      Direct Rollovers......................................................................22
         Section 6.11      Loans.................................................................................23

ARTICLE VII Plan Administration..................................................................................24
         Section 7.1       Plan Administrator....................................................................24
         Section 7.2       Committee Membership..................................................................24
         Section 7.3       Appointment, Resignation, Removal of Committee Members................................24
         Section 7.4       Committee Procedures..................................................................24
         Section 7.5       Committee Powers and Duties...........................................................24
         Section 7.6       Committee Rules and Decisions.........................................................25
         Section 7.7       Interested Committee Member...........................................................25
         Section 7.8       Facility of Payment...................................................................25
         Section 7.9       Missing Participants and Beneficiaries................................................25
         Section 7.10      Committee Expenses....................................................................26
         Section 7.11      Fiduciary Responsibilities............................................................26

ARTICLE VIII Miscellaneous 27
         Section 8.1       Nonguarantee of Employment............................................................27
         Section 8.2       Rights to Trust Assets................................................................27
         Section 8.3       Nonalienation of Benefits.............................................................27
         Section 8.4       Applicable State Law..................................................................27
         Section 8.5       Illegal or Invalid Provisions.........................................................27
         Section 8.6       Gender and Number.....................................................................27
         Section 8.7       Execution in Counterparts.............................................................27
         Section 8.8       Waiver of Notice......................................................................27
         Section 8.9       Action by the Employers...............................................................27
         Section 8.10      Indemnification.......................................................................28
         Section 8.11      Nonguarantee of Funds.................................................................28
         Section 8.12      Qualified Domestic Relations Orders...................................................28

                                       ii
<PAGE>

ARTICLE IX Amendment and Termination.............................................................................29
         Section 9.1       Amendment.............................................................................29
         Section 9.2       Termination...........................................................................29
         Section 9.3       Termination Procedures................................................................29

ARTICLE X Successors, Mergers and Plan Assets....................................................................30
         Section 10.1      Successors............................................................................30
         Section 10.2      Plan Mergers, Consolidations and Transfers............................................30
         Section 10.3      Plan Assets...........................................................................30

ARTICLE XI Participation by Affiliates...........................................................................31
         Section 11.1      Affiliate Participation...............................................................31
         Section 11.2      Company Action Binding on Other Employers.............................................31

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

SUPPLEMENT B Limitations on Compensation Deferral and Matching Contributions....................................B-1

SUPPLEMENT C Top-Heavy Provisions...............................................................................C-1

SUPPLEMENT D Loans..............................................................................................D-1
</TABLE>


                                      iii
<PAGE>

                                 MONROE BANCORP

                                   THRIFT PLAN


       (As Amended and Restated Generally Effective as of January 1, 2001)

                                   ARTICLE I
                                   ---------

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

     Section 1.1 Purpose. The Monroe Bancorp Thrift Plan (As Amended and
Restated Generally Effective as of January 1, 2001) (the "Plan") is maintained
by Monroe Bancorp (the "Company") to assist its eligible employees, and the
eligible employees of any other Employer under the Plan, in providing for their
future financial security by deferring a portion of their Compensation and
having those funds accumulated under the Plan, and by sharing in the
contributions from the Employers. The Plan is intended to meet the provisions of
Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code").

     Section 1.2 Effective Date. The Plan was originally established by the
Company effective January 1, 1986 (the "Original Effective Date"). The
"Effective Date" of the Plan, as amended and restated, is January 1, 2001,
unless otherwise specified in the Plan or required by applicable law. The
provisions of the Plan as restated only apply to an individual employed by an
Employer on or after the Effective Date. The rights and benefits, if any, of an
employee whose employment with the Employers terminated before the Effective
Date will be determined in accordance with the terms of the Plan as of the date
of his termination; provided, however, that if a Participant's benefits were not
fully distributed prior to the Effective Date, then the provisions of the Plan
as restated herein will govern the subsequent investment and distribution of
those benefits.

     Section 1.3 Employers and Affiliates. Any Affiliate may adopt the Plan for
the benefit of its employees with the Company's consent in accordance with
Section 11.1. For purposes of this Plan, the term "Affiliate" means the Company
and any other corporation or trade or business whose employees are treated as
being employed by the Company under Code Section 414(b), 414(c), 414(m) or
414(o). The Company and each other Affiliate that adopts the Plan are referred
to as the "Employers" and sometimes individually as an "Employer."

     Section 1.4 Plan Administration; Plan Year. The Plan is administered by the
Company or, if the Company so elects, by a Committee (the "Committee"), as
described in Article VII, on the basis of a "Plan Year" which is the
twelve-month period commencing on each January 1 and ending on the following
December 31. Any notice or document required to be given to or filed with an
Employer or the Committee will be properly given or filed if delivered or
mailed, by registered mail, postage prepaid, to:

                                       1
<PAGE>

                           The Benefits Committee
                           c/o Monroe Bancorp
                           P. O. Box 2329
                           Bloomington, Indiana 47402

     Section 1.5 Funding of Benefits. Funds contributed under the Plan will be
held and invested, until distribution, by one or more Trustees (the "Trustee")
appointed by the Company, in accordance with the terms of one or more Trust
agreements (the "Trust") between the Company and the Trustee which implement and
form a part of the Plan. The provisions of and benefits under the Plan are
subject to the terms and provisions of the Trust.

     Section 1.6 Examination of Documents. Copies of the Plan and Trust, and any
amendments of either document, will be made available at the principal office of
each Employer where they may be examined by any Participant or other person
entitled to benefits under the Plan.

     Section 1.7 Contributions Not Dependent Upon Profits. The Plan is intended
to qualify as a profit sharing plan under Code Section 401(a). However,
contributions under the Plan may be made without regard to an Employer's current
or accumulated profits.

     Section 1.8 Plan Supplements. The provisions of the Plan may be modified by
supplements to the Plan. The terms and provisions of each supplement are a part
of the Plan and supersede any other provisions of the Plan to the extent
necessary to eliminate any inconsistencies between the supplement and any other
Plan provisions.

     Section 1.9 Definition References. The following terms are defined in the
Plan in the following sections:

     Term                                                      Plan Section
     ----                                                      ------------
     Account                                                            5.1
     Accounting Date                                                    5.2
     Accounting Period                                                  5.2
     Actual Deferral Percentage                                         B-3
     Adjusted Net Worth of the Trust Fund                               5.3
     Affiliate                                                          1.3
     Aggregated Plan                                                 C-5(a)
     Alternate Payee                                                   8.12
     Annual Addition                                                    5.8
     Annual Dollar Limitation                                        B-2(a)
     Authorized Leave of Absence                                     2.5(e)
     Adverse Benefit Determination                                      A-3
     Beneficiary                                                        6.9
     Benefit Claim                                                      A-1
     Claimant                                                           A-1
     Code                                                               1.1
     Committee                                                          1.4

                                       2
<PAGE>

     Company                                                            1.1
     Compensation                                                       5.7
     Compensation Cap                                                   5.7
     Compensation Deferral Contribution                                 4.1
     Compensation Deferral Contribution Account                      5.1(a)
     Compensation Deferrals                                             3.1
     Contribution Percentage                                            B-4
     Covered Employee                                                2.1(c)
     Determination Date                                                 C-2
     Direct Rollover                                                   6.10
     Disability Claim                                                   A-2
     Distributee                                                       6.10
     ESOP                                                               3.1
     ESOP Transfer Account                                              5.1
     Effective Date                                                     1.2
     Elective Deferral                                               B-2(c)
     Eligible Participant                                               5.6
     Eligible Retirement Plan                                          6.10
     Eligible Rollover Distribution                                    6.10
     Eligibility Period                                              2.5(a)
     Entry Date                                                         2.2
     Highly Compensated Employee                                        B-6
     Hour of Service                                                 2.5(b)
     Inactive Participant                                               2.4
     Investment Funds                                                  5.10
     Key Employee                                                    C-3(a)
     Matching Contribution                                              4.2
     Matching Contribution Account                                   5.1(b)
     Non-Key Employee                                                C-3(b)
     Normal Retirement Age                                              6.1
     One-Year Break in Service                                       2.5(d)
     Original Effective Date                                            1.2
     Participant                                                        2.2
     Percentage Limitation                                              B-3
     Plan                                                               1.1
     Plan Termination Date                                              9.3
     Plan Year                                                          1.4
     Predecessor Employer                                            2.5(c)
     Profit Sharing Contribution                                        4.3
     Profit Sharing Contribution Account                             5.1(c)
     Qualified Domestic Relations Order                                8.12
     Reemployed Participant                                             6.3
     Remainder                                                          6.4
     Rollover Account                                                   5.1
     Rollover Contribution                                              4.6
     Separation Period                                               6.3(c)

                                       3
<PAGE>

     Successor Plan                                                     9.3
     Surviving Spouse                                                6.8(c)
     Top-Heavy Group                                                 C-5(a)
     Top-Heavy Plan                                                     C-1
     Total and Permanent Disability                                     6.1
     Total Compensation                                                 5.7
     Trust                                                              1.5
     Trustee                                                            1.5
     Vested Percentage                                                  6.3
     Years of Service                                                   6.3


<PAGE>

                                   ARTICLE II
                                   ----------

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

     Section 2.1 Eligibility for Participation. Every person employed by an
Employer is eligible to participate in the Plan provided that:

     (a)  He has attained age 21;

     (b)  He has completed an Eligibility Period in which he has been credited
          with at least 1,000 Hours of Service (as determined under Section
          2.5); and

     (c)  He is a Covered Employee. The term "Covered Employee" means a person
          employed by an Employer and classified by the Employer as a common-law
          employee (regardless of actual employment status), except that term
          does not include (i) an employee employed in a unit of employees
          subject to a collective bargaining agreement where retirement benefits
          were negotiated in good faith by an Employer and that unit's
          bargaining representative or (ii) a self-employed individual.

     Section 2.2 Commencement of Participation. Subject to the conditions and
limitations of the Plan, each employee who was a Participant in the Plan on
December 31, 2000 will continue as a Participant on and after January 1, 2001.
Any other employee will become a "Participant" in the Plan on the first day of
any January or July (an "Entry Date") coincident with or next following the
latest of (i) the date he satisfies the eligibility requirements of Section 2.1,
(ii) the Effective Date or (iii) the date the employee's Employer becomes an
Employer under the Plan pursuant to Section 11.1. If an employee satisfies the
requirements of subsections 2.1(a) and (b) before satisfying the requirements of
subsection 2.1(c), he will become a Participant in the Plan on the date he meets
the requirements of subsection 2.1(c).

     Section 2.3 Duration of Participation. Subject to Section 2.4, an employee
will continue as a Participant until the later of his termination of employment
with all of the Affiliates or the complete distribution of his Plan benefits.

     Section 2.4 Restricted Participation and Reemployment. A Participant who
(i) has ceased to be employed by an Employer but has not received a complete
distribution of his Plan benefits or (ii) remains in the employ of an Employer
but has ceased to be a Covered Employee will, upon either such event, become an
"Inactive Participant." An Inactive Participant (including the Beneficiary of a
deceased Participant) will be treated as a Participant for all purposes of the
Plan, except as follows:

     (a)  An Inactive Participant is not permitted to defer any portion of his
          Compensation under Section 3.1 and will not share in any Employer
          contributions, under Section 4.2 or 4.3, except as provided in Section
          5.5 or 5.6.

     (b)  The Beneficiary of a deceased Participant cannot designate a
          Beneficiary under Section 6.9.

                                       5
<PAGE>

An Inactive Participant who has not terminated employment with all of the
Affiliates will become an active Participant upon his return to status as a
Covered Employee. An employee who was a Participant and who has terminated
employment with all of the Affiliates will, in the event he is subsequently
reemployed by an Employer, become an active Participant upon his reemployment as
a Covered Employee. An employee who was never a Participant and has terminated
employment with all of the Affiliates and is subsequently reemployed by an
Employer will be treated as a new employee and will become a Participant upon
satisfying the requirements of Section 2.1. An employee who satisfied the
requirements of Section 2.1 but did not become a Participant under Section 2.2
will be treated as a former Participant eligible for active participation in
accordance with the foregoing provisions of this Section 2.4.

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

     (a)  An "Eligibility Period" is the 12 consecutive month period commencing
          on the date the employee first performs an Hour of Service and (ii)
          each Plan Year beginning on or after that date.

     (b)  The term "Hour of Service" means each hour for which an employee is
          directly or indirectly paid or entitled to payment by an Affiliate for
          the performance of duties and for reasons other than the performance
          of duties (such as vacation, sickness, disability, back pay or
          Authorized Leave of Absence) determined and credited in accordance
          with Section 2530.200b-2 of the Department of Labor regulations which
          are incorporated herein by reference. No more than 501 Hours of
          Service will be credited under this subsection (b) for any computation
          period in which no duties are performed by the employee. Employees
          will be credited with Hours of Service on the basis of the "actual"
          method. For purposes of the Plan, the "actual" method means the
          determination of Hours of Service from the records of hours worked and
          hours for which the Employer makes payment or for which payment is due
          from the Employer. Hours of Service by an individual considered to be
          an employee of an Affiliate under Code Section 414(n) or (o) will be
          treated as Hours of Service under this subsection (b). In
          amplification of the foregoing, Hours of Service completed by a leased
          employee of an Employer or Affiliate will be credited in the same
          manner under the Plan as such Hours of Service are credited for an
          Employee. A "leased employee" is any person (other than an employee)
          who, pursuant to an agreement between the recipient and any other
          person ("leasing organization"), has performed services for the
          recipient (or for the recipient and related person determined in
          accordance with Code Section 414(n)(6)) on a substantially full-time
          basis for a period of at least one year, and such services are
          performed under the primary direction or control by the recipient,
          except: a leased employee will not be considered an employee of the
          recipient if such leased employee is a participant in a money purchase
          pension plan providing such leased employee with a 100 percent vested
          contribution of at least ten percent of the leased employee's
          compensation as defined in Code Section 415(c)(3) and leased employees
          do not constitute more than 20 percent of the recipient's nonhighly
          compensated workforce. Contributions or benefits provided a leased
          employee by the leasing organization which are attributable to
          services

                                       6
<PAGE>

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

     (c)  Unless otherwise provided by the Company, Hours of Service with a
          Predecessor Employer will also be disregarded. A "Predecessor
          Employer" means any entity of which the stock, assets or business was
          acquired by an Employer by merger, consolidation or purchase.

     (d)  The term "One-Year Break in Service" means any Plan Year in which the
          employee is not credited with more than 500 Hours of Service.

     (e)  An Authorized Leave of Absence does not constitute a termination of
          employment. However, a Participant who is on Authorized Leave of
          Absence will not be eligible to make Compensation Deferrals under
          Article III during the leave of absence. For purposes of this Plan an
          "Authorized Leave of Absence" means:

          (i)  An absence authorized by the Employer under its standard
               personnel practices applied uniformly to all similarly situated
               employees; and

          (ii) An absence due to service in the Armed Forces of the United
               States described in any applicable statute granting reemployment
               rights to employees engaged in such service.

     (f)  Solely for purposes of determining whether a One-Year Break in Service
          has occurred, an individual who is absent from work for maternity or
          paternity reasons will receive credit for the Hours of Service which
          would otherwise have been credited to such individual but for such
          absence, or in any case in which such hours cannot be determined,
          eight Hours of Service per day of such absence. For purposes of this
          subsection, an absence from work for maternity or paternity reasons
          means an absence (i) by reason of the pregnancy of the individual,
          (ii) by reason of a birth of a child of the individual, (iii) by
          reason of the placement of a child with the individual in connection
          with the adoption of such child by such individual, or (iv) for
          purposes of caring for such child for a period beginning immediately
          following such birth or placement. The Hours of Service credited under
          this subsection will be credited (1) in the computation period in
          which the absence begins if the crediting is necessary to prevent a
          One-Year Break in Service in that period, or (2) in all other cases,
          in the following computation period. No more than 501 Hours of Service
          will be credited under this subsection in any computation period. The
          Committee may require an employee to furnish any information the
          Committee may need to establish that the employee's absence was for
          one of the reasons specified above.

     Section 2.6 Military Service. Notwithstanding any provision of this Plan to
the contrary, effective as of December 12, 1994, contributions, benefits and
service credit with respect to qualified military service will be provided in
accordance with Code Section 414(u).

                                       7
<PAGE>

     Section 2.7 Notice of Participation. The Committee will notify each Covered
Employee of the date he becomes a Participant in the Plan and will furnish each
Participant with a summary plan description and such other reports required by
the applicable governmental rules and regulations.








                                       8
<PAGE>

                                  ARTICLE III
                                  -----------

                             Compensation Deferrals
                             ----------------------

Section 3.1       Compensation Deferrals.

(a)  Each Participant may elect to defer from one to sixty percent of his Total
     Compensation (as defined in Section 5.7) each Plan Year in multiples of one
     percent. Any amount so deferred (referred to as a Participant's
     "Compensation Deferrals") under Section 3.1 of the Plan will be withheld
     from the Participant's Total Compensation and contributed to the Plan under
     Section 4.1. No Participant will be permitted to have elective deferrals
     made under this Plan, or any other qualified plan maintained by the
     Employer during any taxable year, in excess of the dollar limitation
     contained in Code Section 402(g) in effect for such taxable year, except to
     the extent permitted below and under Code Section 414(v).

     Effective January 1, 2002, all Participants who are eligible to make
     Compensation Deferrals under the Plan and who have attained age 50 before
     the close of the Plan Year will be eligible to make catch-up contributions
     in accordance with, and subject to the limitations of, Code Section 414(v).
     Such catch-up contributions will not be taken into account for purposes of
     the provisions of the Plan implementing the required limitations of Code
     Sections 402(g) and 415. The Plan will not be treated as failing to satisfy
     the provisions of the Plan implementing the requirements Code Sections
     401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason
     of the making of such catch-up contributions.

(b)  Effective January 1, 2002, unless a Participant who has an election in
     effect under subsection (a) elects otherwise, in accordance with the
     following provisions of this subsection (b), his Compensation Deferral
     withholding amount under subsection (a) (without regard to the fifteen
     percent limitation) will be increased automatically, on a dollar-for-dollar
     basis (expressed as a dollar amount or a percentage of Total Compensation),
     in an amount equal to the cash dividends which are distributed to him under
     the Monroe Bancorp Employee Stock Ownership Plan ("ESOP"). Such increases
     in Compensation Deferrals will be made in the first payroll period ending
     after the distribution of such cash dividend and, if and to the extent
     necessary, in succeeding payroll periods. Any election not to have
     Compensation Deferrals increased under this subsection (b) must be made in
     accordance with the following procedures:

     (i)  The Participant must make a written election requesting that no
          increase be made on a form provided by the Committee for such purpose.
          Such election will apply to 100 percent of the dividends which are
          distributed to the Participant for the Plan Years during which the
          election is in effect (no partial elections will be permitted), must
          be filed with the Committee on or before the date specified by the
          Committee for effectively making the election (the date will be prior
          to the first day of the first Plan Year to which the election relates)
          and will remain in effect until the date on

                                       9
<PAGE>

          which the Participant revokes his election. Provided, however, once
          made, a revocation election will not be effective until the first day
          of the Plan Year next following the Plan Year to which the election
          relates.

     (ii) Notwithstanding the provisions of clause (i), if a Covered Employee
          becomes a Participant on an Entry Date other than the first day of a
          Plan Year or a terminated Participant is reemployed and again becomes
          a Participant on a date other than the first day of a Plan Year, such
          Covered Employee may make an election under this subsection (b), to be
          effective upon his Entry Date, applicable to cash dividends paid with
          respect to the ESOP on and after such Entry Date.

     (iii) In the event a Covered Employee does not so elect when initially
          eligible, he may subsequently elect not to have increased Compensation
          Deferrals made under this subsection (b). Such election must be made
          in writing on a form provided by the Committee for such purpose and
          will be effective as of the first day of the Plan Year next following
          the date on which the Participant files such election form with the
          Committee.

     Section 3.2 Changes in Rate of Deferrals. A Participant who has elected to
make Compensation Deferrals may elect to increase or decrease the rate of his
Compensation Deferrals (or to resume deferrals) within the limits specified in
Section 3.1, in accordance with Section 3.3, effective as of the first day of
any calendar quarter. A Participant may elect to suspend deferrals at any time.

     Section 3.3 Compensation Deferral Elections. Except as provided in
subsection 3.1(b)(ii), a Participant's Compensation Deferral election will be
effective until his termination of employment with all the Employers or until
changed or suspended in accordance with Section 3.2 and this Section 3.3.
Compensation Deferrals will normally be made through equal payroll deductions
and as provided in subsection 3.1(b). The Committee may also establish other
nondiscriminatory methods for permitting Compensation Deferrals. Any elections
or notices that are to be made or given under this Article III must be made at
the time, in the manner and on such forms as established by the Committee. The
Committee may also prescribe additional rules and procedures consistent with the
foregoing to govern Compensation Deferral elections under this Article III.

                                       10
<PAGE>

                                   ARTICLE IV
                                   ----------

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

     Section 4.1 Compensation Deferral Contributions. Subject to the conditions
and limitations of this Article IV, Article V and Supplement B, each Employer
will contribute an amount equal to the Compensation Deferrals made under Section
3.1 for each Plan Year by a Participant employed by that Employer to the Trustee
in the name of the Participant (referred to as a "Compensation Deferral
Contribution"). If all or any portion of a Participant's Compensation Deferrals
for any Plan Year may not be contributed due to the limitations or conditions of
Section 4.4, Section 5.8 or Supplement B, the amount that may not be contributed
will be paid to the Participant. If that amount has already been contributed,
the excess contribution will be returned directly to the Participant in
accordance with Section B-3.

     Section 4.2 Matching Contributions. Subject to the conditions and
limitations of this Article IV, Article V, effective as of January 1, 1999, as
of each December 31st Accounting Date an Employer will contribute to the Trustee
an amount designated as a "Matching Contribution" equal to 100% of each
Participant's Compensation Deferral Contributions up to 3% of the Participant's
Total Compensation plus 50% of each Participant's Compensation Deferral
Contributions which exceed 3% of the Participant's Total Compensation but which
do not exceed 5% of the Participant's Total Compensation. A Matching
Contribution made by an Employer under this Section 4.2 will be allocated in
accordance with Section 5.5 to Participants who had Compensation Deferral
Contributions made on their behalf by the Employer for that Plan Year.

     Section 4.3 Profit Sharing Contributions. Subject to the conditions and
limitations of this Article IV and of Article V, each Plan Year an Employer may
contribute to the Trustee an amount designated as a "Profit Sharing
Contribution" determined in its sole discretion. A Profit Sharing Contribution
made by an Employer under this Section 4.3 will be allocated to Participants
employed by the Employer during that Plan Year in accordance with Section 5.6.

     Section 4.4 Limitations on Contributions. An Employer's contributions made
under Sections 4.1 through 4.3 above for any taxable year of the Employer (that
is, for a Plan Year that ends with or within that taxable year) may not, unless
the Employer specifies otherwise, exceed an amount equal to the maximum amount
deductible by the Employer on account of these contributions for federal income
tax purposes for that taxable year.

     Section 4.5 Payment of Contributions. Compensation Deferral Contributions
to be made under Section 4.1 are to be paid to the Trustee as soon as
practicable after the date the Compensation Deferrals would have been paid to
the Participants but for their deferral elections under Section 3.1.
Contributions to be made under Sections 4.2 through 4.3 are to be paid to the
Trustee no later than the date prescribed by law for filing the Employer's
federal income tax return, including extensions. Any contributions paid with
respect to a Plan Year under this Section 4.5 will be considered to have been
paid no later than the last day of that year, regardless of when actually paid
to the Trustee.

                                       11
<PAGE>

     Section 4.6 Rollover Contributions. Subject to rules and procedures
established by the Committee, a Participant or a Covered Employee may at any
time contribute all or any part of an amount that is eligible for rollover to a
qualified plan as determined under the applicable provisions of the Code (a
"Rollover Contribution"). However, if the contribution is not a Direct Rollover
from another eligible plan, the contribution must be made within 60 days after
the date the Participant receives that amount. A Rollover Contribution will be
credited to an account established under Section 5.1 in the name of the
Participant or the Covered Employee and any amount credited to that account will
be fully vested and nonforfeitable at all times. The Plan will accept
Participant Rollover Contributions and/or Direct Rollovers of distributions made
after December 31, 2001, from the types of plans listed below, beginning on
January 1, 2002; however, the Plan will not accept rollovers from Surviving
Spouses.

(a)  Direct Rollovers: The Plan will accept a Direct Rollover of an Eligible
     Rollover Distribution from a qualified plan described in Code Section
     401(a) or 403(a), excluding after-tax employee contributions.

(b)  Participant Rollover Contributions from Other Plans: The Plan will accept a
     Participant contribution of an Eligible Rollover Distribution from a
     qualified plan described in Code Section 401(a) or 403(a).

(c)  Participant Rollover Contributions from IRAs: The Plan will not accept a
     Participant Rollover Contribution of the portion of a distribution from an
     individual retirement account or annuity described in Code Section 408(a)
     or 408(b) that is eligible to be rolled over and would otherwise be
     includible in gross income.

     Section 4.7 Direct Transfers. At the direction of and in accordance with
rules prescribed by the Committee, a Participant's or a Covered Employee's
benefits under another plan which meets the requirements of Code Section 401(a)
may be received by the Trustee from the Trustee of that other plan; provided
that the benefits are exempt from the requirements of Code Section 401(a)(11).
Any amount so received will be credited to an account established under Section
5.1 in the name of the Participant or Covered Employee and any amount credited
to such an account will be fully vested and nonforfeitable at all times.

     Section 4.8 Participant After-tax Contributions. Participants are not
required or permitted to make after-tax contributions under the Plan.

                                       12
<PAGE>

                                   ARTICLE V
                                   ---------

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

     Section 5.1 Individual Accounts. The Committee will create and maintain the
following accounts on behalf of each Participant (or Covered Employee who makes
a Rollover Contribution):

     (a)  A "Compensation Deferral Contribution Account" to reflect the
          Compensation Deferral Contributions made on behalf of the Participant
          under Section 4.1;

     (b)  A "Matching Contribution Account" to reflect the Matching
          Contributions made on behalf of the Participant under Section 4.2; and

     (c)  A "Profit Sharing Contribution Account" to reflect the Profit Sharing
          Contributions made on behalf of the Participant under Section 4.3.

Each account will also reflect the credits and charges to be made to that
account under this Article V. The Committee may also maintain any other account
or subaccount as it deems advisable, including a "Rollover Account" to reflect
Rollover Contributions made under Section 4.6 and an "ESOP Transfer Account" to
reflect moneys transferred from the ESOP in connection with a Participant's
election to diversify the investment of his "Company Stock Account" thereunder.
Unless the context indicates otherwise, references to a Participant's "Account"
means all accounts maintained in his name under the Plan. The maintenance of
these accounts is only for accounting purposes, and no assets of the Trust fund
need be segregated to any account.

     Section 5.2 Accounting Date. The term "Accounting Date" means each March
31, June 30, September 30 and December 31, and any other date selected by the
Committee, including any date the Plan is terminated or partially terminated.
Any reference to an "Accounting Period" ending on an Accounting Date means the
period since the last preceding Accounting Date.

     Section 5.3 Account Adjustments. The Participant's Accounts will be
adjusted as of each Accounting Date in accordance with the following:

     (a)  First, by charging the proper account of a Participant with any
          payments made to or on behalf of that Participant or his Beneficiary
          during the Accounting Period ending on that Accounting Date.

     (b)  Second, by crediting the Compensation Deferral Contribution Account of
          each Participant with any Compensation Deferral Contributions made on
          his behalf for the Accounting Period ending on that Accounting Date in
          accordance with Section 5.4, which Compensation Deferral Contributions
          will be weighted, in a reasonable and nondiscriminatory manner, to be
          determined by the Committee to reflect the time since the immediately
          preceding Accounting Date during which the amounts were actually held
          and invested by the Trustee.

                                       13
<PAGE>

     (c)  Third, by adjusting the balances in all the Participants' Accounts,
          pro rata, so that the total of the Account balances equal the Adjusted
          Net Worth of the Trust Fund (as determined below) as of that
          Accounting Date plus the amount allocated under subsection (b).

     (d)  Fourth, if that Accounting Date coincides with the last day of the
          Plan Year, by crediting the Matching Contribution Account of each
          Participant with any Matching Contributions that are to be allocated
          to his Account under Section 5.5 as of that date.

     (e)  Finally, if that Accounting Date coincides with the last day of the
          Plan Year, by crediting each Eligible Participant's Profit Sharing
          Contribution Account with any Profit Sharing Contributions that are to
          be allocated to his Account under Section 5.7 as of that date.

The "Adjusted Net Worth of the Trust Fund" as of any Accounting Date means the
fair market value of all the property held by the Trustee under the Trust on
that date, less an amount equal to the sum of the contributions made to the
Trustee during the Accounting Period in question. For any period in which one or
more Investment Funds are maintained under Section 5.10, the foregoing
provisions of this Section 5.3 will be applied to the Account balances invested
in each Investment Fund and to any withdrawals or contributions to be allocated
to an Investment Fund as if each Investment Fund were a separate Trust fund. In
addition, the Committee may treat each Participant's interest in an Investment
Fund as a separate Investment Fund for purposes of this Section. No credit to an
Investment Fund will be taken into account under this Section 5.3 until the
Accounting Date the contribution was both paid to the Trustee and credited to
the Investment Fund by the Investment Fund recordkeeper.

     Section 5.4 Crediting of Compensation Deferral Contributions. Subject to
the conditions and limitations of this Article V and Supplement B, as of each
Accounting Date, any Compensation Deferral Contributions made on behalf of a
Participant under Section 4.1 for that Accounting Period, that are not returned
to the Participant under that Section 4.1, will be credited to that
Participant's Compensation Deferral Contribution Account.

     Section 5.5 Allocation of Matching Contributions and Remainders. Subject to
the conditions and limitations of this Article V and Sections B-4 and B-5 if
applicable, as of each December 31st Accounting Date, any Matching Contributions
made under Section 4.2 for that Plan Year will be allocated and credited to the
Matching Contribution Accounts of all employees who have been Participants
during the Plan Year and who have made Compensation Deferral Contributions in
such Plan Year. The amount to be credited to each such Participant's Matching
Contribution Account will be 100% of the Participant's Compensation Deferral
Contributions up to 3% of the Participant's Total Compensation plus 50% of each
Participant's Compensation Deferral Contributions which exceed 3% of the
Participant's Total Compensation but which do not exceed 5% of the Participant's
Total Compensation. Effective January 1, 1999, any Remainders attributable to
Matching Contribution Accounts will be used to reduce the Matching Contribution
made under Section 4.2.

                                       14
<PAGE>

     Section 5.6 Allocation of Profit Sharing Contributions and Remainders.
Subject to the limitations of this Article V, as of the Accounting Date
coincident with the last day of each Plan Year, any Profit Sharing Contributions
made under Section 4.3 for the Plan Year will be allocated to the Profit Sharing
Contribution Accounts of all Eligible Participants, pro rata, according to those
Participants' Total Compensation for that year. Effective January 1, 1999 any
Remainders attributable to Profit Sharing Contribution Accounts will be used to
reduce the Profit Sharing Contribution made under Section 4.3. An "Eligible
Participant" means a Participant who is:

     (a)  Employed by an Employer (or on an Authorized Leave of Absence) on the
          last day of the Plan Year and who is credited with 1,000 or more Hours
          of Service for that year; or

     (b)  Employed by an Employer during the Plan Year who terminated his
          employment during that year due to his death or Total and Permanent
          Disability (as defined in Section 6.1) or after reaching his Normal
          Retirement Age.

     Section 5.7 Total Compensation. A Participant's "Total Compensation" for
any Plan Year means the total amount paid to the Participant by the Employers
for that year as reported on the Participant's federal wage and tax statement
(Form W-2), plus the amount of Compensation Deferral Contributions made on his
behalf that would have been reported as taxable income on Form W-2 for that year
but for his Compensation Deferral election and the amount that was not reported
as taxable income on Form W-2 as a result of an election made by the Participant
under a Code Section 125 or 132(f) plan maintained by an Employer less any
salary reduction contributions under the Monroe Bancorp Executives' Deferred
Compensation Plan and any amounts paid to Participants during the Plan Year
under the "Quality Award Program" sponsored by an Employer. For purposes of
allocating contributions under this Article V or Supplement C, a Participant's
Total Compensation does not include any amount paid to the Participant prior to
the date on which he became a Participant in the Plan. In addition, a
Participant's Total Compensation and "Compensation" (as defined below) does not
include any amount in excess of the Compensation Cap in effect for that year.
The term "Compensation Cap" means $200,000, as adjusted for cost-of-living
increases in accordance with Code Section 401(a)(17)(B). Annual compensation
means compensation paid during the Plan Year. The cost-of-living adjustment
under Code Section 401(a)(17)(B) in effect for a calendar year applies to annual
compensation for the Plan Year that begins with such calendar year. For purposes
of determining the Actual Deferral Percentage under Section B-3 and the
Contribution Percentage under Section B-4, if applicable, the Company may limit
a Participant's Total Compensation for any Plan Year to the Total Compensation
attributable to the period during which the individual was a Participant if the
limit is applied uniformly to all Participants that year. Effective as of
January 1, 1997, the family aggregation rules previously required by Code
Section 414(q)(6) do not apply.

     For purposes of determining whether the Plan discriminates in favor of
Highly Compensated Employees (as defined in Section B-6), "Compensation" means
compensation as defined in Section 415(c)(3) of the Code, unless the Employer
elects to use an alternative nondiscriminatory definition, in accordance with
the requirements of Code Section 414(s). The Employer may elect, irrespective of
whether elective deferrals are otherwise treated as Total

                                       15
<PAGE>

Compensation under this Section, to include or exclude all elective
contributions made by the Employer on behalf of Participants, which election
must be consistent and uniformly applied to all Participants and all plans of
the Employer for any Plan Year.

     Section 5.8 Maximum Additions. Notwithstanding anything contained in the
Plan to the contrary, the Annual Addition (as defined below) made to a
Participant's Account for any Plan Year will not exceed the lesser of $40,000
(as adjusted for increases in the cost of living under Code Section 415(d)) or
100 percent of the Participant's compensation, within the meaning of Code
Section 415(c)(3), including, effective as of January 1, 1998, Compensation
Deferrals made under this Plan and contributions made to a Code Section 125 or
132(f) Plan maintained by the Company) for that Plan Year. The compensation
limit will not apply to any contribution for medical benefits after separation
from service (within the meaning of Code Sections 401(h) or 419A(f)(2)) which is
otherwise treated as an Annual Addition. The term "Annual Addition" means the
sum of the Compensation Deferral Contributions, Matching Contributions and
Profit Sharing Contributions that are to be credited to a Participant's Account
for a Plan Year. All defined contribution plans maintained by an Affiliate will
be aggregated with this Plan for purposes of determining the limitation on
Annual Additions. For purposes of the preceding sentence, the term "Annual
Addition" includes the sum of any Employer contributions, employee
contributions, forfeitures and allocations made on behalf of a Participant to an
individual medical benefit account, as defined in Code Section 415(l)(2), or to
a separate post-retirement medical benefit account (if the Participant is a Key
Employee under Code Section 419A(d)(3)) under a welfare benefit fund, as defined
in Code Section 419(e). If an Annual Addition exceeds this limitation due to a
reasonable error in estimating a Participant's Total Compensation, due to an
allocation of Remainders, or due to a reasonable error in determining the amount
of Compensation Deferrals that may be made under the limits of Code Section 415,
the excess will be held unallocated in a suspense account until it is used to
reduce future contributions of the Participant's Employer under Section 4.2 or
4.3 in the next Plan Year and each succeeding Plan Year, if necessary. If a
suspense account is in existence at any time during the Plan Year pursuant to
this Section 5.8, it will not participate in the allocation of the Trust's
income or investment gains and losses. Notwithstanding the foregoing, the
Committee may direct the distribution of Compensation Deferral Contributions to
a Participant to the extent needed to meet the limits of Sections 5.8 and 5.9.

     Any amount returned will be disregarded for purposes of the limits and
tests of Supplement B. The Committee may also direct the distribution of any
investment earnings on the returned contributions to avoid a violation of the
limits of Sections 5.8 and 5.9.

     Section 5.9 Limitation Due to Defined Contribution Plan and Defined Benefit
Plan Participation. For Plan Years beginning before January 1, 2000, if the
Participant is, or was, covered under a defined benefit plan and a defined
contribution plan (whether or not either or both are now terminated) maintained
by an Affiliate, the aggregate benefits payable on his Account under both plans
will be determined in accordance with the provisions of Code Section 415 and
Section 1106 of the Tax Reform Act of 1986. Consequently, a defined benefit
fraction and a defined contribution fraction will be calculated as prescribed by
those sections. If, in any Plan Year, the sum of the defined benefit plan
fraction and the defined contribution plan fraction would exceed 1.0, the rate
of benefit accruals under the defined benefit plan will be reduced so that the
sum of the fractions equals 1.0.

                                       16
<PAGE>

     Section 5.10 Investment Funds. The Trust fund may include one or more
"Investment Funds" established by the Trustee at the direction of the Committee.
Each Participant may elect the manner in which his Account is to be invested
among the Investment Funds. The Committee will adopt rules concerning the
investment of amounts for which it receives no election and inform Participants
of those rules from time to time. A Participant may also elect to have amounts
in his Accounts that are invested in an Investment Fund transferred to another
Investment Fund or Funds. A Participant's election to invest his Account, to
change the investment of future contributions or to transfer amounts from one
Investment Fund to another will be made in accordance with any rules established
by the Committee in accordance with this Section on forms or pursuant to
procedures established by the Committee for that purpose.

     Section 5.11 Annual Statement to Participants. After the end of each Plan
Year and at such other times as the Committee determines in its sole discretion,
the Committee will furnish each Participant with a statement reflecting the
status of the Participant's Account as of that date.





                                       17
<PAGE>

                                   ARTICLE VI
                                   ----------

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

     Section 6.1 Retirement or Disability. If a Participant's employment with
all of the Affiliates terminates on or after the date the Participant has
attained age 65 (his "Normal Retirement Age"), or if his employment terminates
because of his Total and Permanent Disability, the Participant will be entitled
to receive the entire amount credited to his Account distributable in accordance
with this Article VI.

     For purposes of this Plan, a Participant will be deemed to have incurred a
"Total and Permanent Disability" if the Participant has a disability as
determined for purposes of the Federal Social Security Act which qualifies the
Participant for permanent disability insurance payments in accordance with that
Act. A minimal level of earnings in restricted activity during any period of
disability shall not disqualify a Participant from receiving disability benefits
for such period if the disabled Participant receives disability benefits under
the Social Security Act for the same period.

     Section 6.2 Death. If a Participant's employment with all of the Affiliates
terminates because of his death, the entire amount in his Account will be paid
to his Beneficiary in accordance with this Article VI after receipt by the
Committee of acceptable proof of death.

     Section 6.3 Resignation or Dismissal. If a Participant's employment with
all of the Affiliates terminates prior to his satisfying the requirements of
Section 6.1 and for a reason other than his death, the Participant will be
entitled to receive the entire amount in his Compensation Deferral Contribution
Account, his Matching Contribution Account, his ESOP Transfer Account and his
Rollover Account distributable in accordance with this Article VI. The
Participant will also be entitled to receive the "Vested Percentage" of his
Profit Sharing Contribution Account distributable in accordance with this
Article VI. The Vested Percentage of a Participant's Profit Sharing Contribution
Account will be determined in accordance with the following schedule based on
his Years of Service (as defined below) at his termination date:

                                           Vested                 Forfeited
              Years of Service           Percentage               Percentage
              ----------------           ----------               ----------
              Less than 5                      0%                     100%
              5 or more                      100%                       0%

The term "Years of Service" means the sum of the Plan Years in which the
Participant was credited with at least 1,000 Hours of Service (as determined
under Section 2.5). However, the following rules apply to a Participant who
terminates employment with the Affiliates and is subsequently reemployed by an
Affiliate (a "Reemployed Participant"):

     (a)  No Years of Service accrued by the Reemployed Participant before the
          Separation Period will be taken into account if the Reemployed
          Participant:

                                       18
<PAGE>

          (i)  Had no vested right to any amount in his Profit Sharing
               Contribution Account prior to the Separation Period; and

          (ii) Incurred five or more consecutive One-Year Breaks in Service
               during the Separation Period.

     (b)  No Years of Service accrued by the Reemployed Participant after he has
          incurred five consecutive One-Year Breaks in Service will be taken
          into account to determine the Vested Percentage of his Profit Sharing
          Contribution Account as of a prior termination date.

     (c)  "Separation Period" means the period between a Participant's
          termination of employment and subsequent reemployment in which the
          Participant incurs a One-Year Break in Service.

     Section 6.4 Remainders and Reinstatement of Remainders. The portion of a
Participant's Profit Sharing Contribution Account (or Matching Contribution
Account prior to January 1, 1999) that is not distributable to the Participant
or his Beneficiary under Section 6.3 will be treated as a "Remainder" and
forfeited in accordance with the following provisions. A Remainder will be
forfeited by the Participant as of the Accounting Date following the
Participant's termination of employment. Effective January 1, 1999, forfeited
amounts will be used to reduce any Employer contributions to be made for the
Plan Year in which the forfeiture occurs or as soon as practicable in subsequent
Plan Years.

     If the Participant is reemployed after his Remainder has been forfeited and
reallocated to other Participants but before he has incurred five consecutive
One-Year Breaks in Service the Remainder will be credited to his Profit Sharing
Contribution Account as of the Accounting Date occurring on the last day of a
Plan Year that is coincident with or next following the date of reemployment
(after all other adjustments required under the Plan as of that date have been
made). Remainders that are to be credited to the Participant's Accounts under
the preceding sentence will be drawn from (and thus reduce): first, Remainders
to be allocated as of that date under this Section 6.4; second, if so specified
by the Company, any income and gains of the Trust fund to be credited as of that
date under subsection 5.3(c); and finally, a special Employer contribution, as
determined by the Company, which will be made as of that date to the extent
needed to reinstate Remainders under this Section 6.4.

     Section 6.5 Payment of Benefits. The balance of a Participant's Account
that is distributable under Section 6.1, 6.2 or 6.3 will be paid in cash or in
kind (as determined by the Committee) in a manner determined under Section 6.6.
Except as otherwise provided in subsections (b) or (c) below, payment will be
made within a reasonable time after the Accounting Date coincident with or next
following the Participant's termination date, but in no event later than 60 days
after the latest of (i) the end of the Plan Year in which his termination
occurs, (ii) the end of the Plan Year in which the Participant attains Normal
Retirement Age, or (iii) the date on which the amount of the payment can be
ascertained by the Committee. If the Participant is reemployed by an Employer
before payment is made under this Section, no payment will be made until the
Participant terminates employment again and is eligible for a distribution under
Section 6.1, 6.2 or 6.3.

                                       19
<PAGE>

     (a)  Accounts of $5,000 or Less. Effective January 1, 1998, if the
          Participant's vested Account balance does not exceed $5,000 on the
          date payment is to be made, he will be paid in a single sum payment
          under Section 6.6 in accordance with the previous provisions of this
          Section 6.5.

     (b)  Accounts of More than $5,000. Effective January 1, 1998, if the
          Participant's vested Account balance to be distributed under this
          Section 6.5 exceeds $5,000 on the date payment is to be made and the
          Participant has attained Normal Retirement Age, payment will be made
          as soon as practicable, as described above. If the Participant's
          vested Account balance exceeds $5,000 and the Participant has not
          attained Normal Retirement Age by the time the distribution is to be
          made, payment will be made on the first day of the month following the
          Participant's Normal Retirement Age or death, whichever is earlier.
          Notwithstanding the foregoing, any Participant with a distributable
          benefit in excess of $5,000 may elect, in accordance with procedures
          established by the Committee, to accelerate or defer the payment of
          his benefits in accordance with the provisions of this Section 6.5. An
          election under the preceding sentence to accelerate payment prior to
          his Normal Retirement Age must be made by the Participant at least 30
          days after (but no more than 90 days after) the Participant receives
          the election form and a description of his benefit payment options.
          The 30-day election period may be waived by the Participant (so that
          benefit payment may be made immediately following receipt of the form
          and notice) if the Committee has clearly informed the Participant that
          he has at least 30 days to consider the timing and form of his benefit
          payment.

     (c)  Minimum Required Distributions. Distribution of a single sum payment
          with respect to a Participant who has terminated employment may not be
          deferred beyond April 1 of the calendar year that follows the calendar
          year in which the Participant attains age 70-1/2. Participants who are
          five percent or more owners of an Affiliate (as defined in Code
          Section 416) at any time during the Plan Year ending with or within
          the calendar year in which they attain age 70-1/2, must receive
          payment of their Account by that April 1 date, regardless of their
          employment status. Participants who have not terminated employment and
          who are not five percent or more owners may elect to receive payment
          of their Accounts by that April 1 date.

With respect to Participants who separate from service after December 31, 2000,
for purposes of Section 6.5(a) of the Plan, the value of a Participant's
nonforfeitable Account balance will be determined without regard to that portion
of the Account balance that is attributable to Rollover Contributions (and
earnings allocable thereto) within the meaning of Code Sections 402(c),
403(a)(4) and 408(d)(3)(A)(ii). If the value of the Participant's nonforfeitable
Account balance, as so determined, is $5,000 or less, the Plan will distribute
the Participant's entire nonforfeitable Account balance at the same time and in
the same manner as provided in Article VI of the Plan for Account balances of
$5,000 or less.

     Section 6.6 Manner of Payment. Subject to the provisions of Section 6.8,
the payment of a Participant's benefit that is distributable under Section 6.5
will be made to or for the benefit

                                       20
<PAGE>

of the Participant, or in the event of his death to or for the benefit of his
Beneficiary, in a single sum payment.

     Section 6.7 Death Distribution Provisions. Upon the death of the
Participant, the following distribution provisions will apply:

     (a)  If the Participant dies after the distribution of his Account has been
          made, no further benefit will be payable.

     (b)  If the Participant dies before the distribution of his Account has
          been made, the Participant's entire Account will be distributed in a
          single sum payment no later than five years after the Participant's
          death.

     Section 6.8 Spousal Death Benefit. Notwithstanding anything in Article VI
to the contrary, the Account of a Participant who is married at the time of his
death and dies before any benefit payments have been made or who is married on
the date benefit payments commence and dies before the complete distribution of
his benefits (a "Married Participant") will be distributed in accordance with
the following provisions:

     (a)  Spousal Death Benefit. If the Married Participant has not received the
          entire balance payable to him under Section 6.5 prior to his death,
          the remaining portion of his Account balance will be paid to his
          Surviving Spouse in accordance with Section 6.6, unless the
          Participant has designated another person or persons as his
          Beneficiary and his Surviving Spouse has consented to the designation
          as provided in subsection (b) below.

     (b)  Spousal Consent. A Surviving Spouse's consent under this Section 6.8
          will be effective only if:

          (i)  The Married Participant designates another Beneficiary and that
               designation cannot be changed without the Surviving Spouse's
               consent (unless the original consent expressly permits a change
               to be made without the Surviving Spouse's subsequent consent);

          (ii) The Surviving Spouse consents to the designation in a writing
               witnessed by a Notary Public or Committee member; and

          (iii) The consent acknowledges the effect of the Married Participant's
               designation.

     (c)  Surviving Spouse. For purposes of this Section 6.8, a Married
          Participant's "Surviving Spouse" is the person to whom the Married
          Participant was married on the day of his death.

     Section 6.9 Designation of Beneficiary. Each Participant from time to time
may designate any person or persons (who may be designated contingently or
successively and who may be an entity other than a natural person) as his
"Beneficiary" to whom his Plan benefits will be paid if he dies before he
receives all his benefits. Each Beneficiary designation shall be in the

                                       21
<PAGE>

form prescribed by the Committee and will be effective only if filed with the
Committee during the Participant's lifetime. Each Beneficiary designation filed
with the Committee will cancel all previously filed Beneficiary designations.
The revocation of a Beneficiary designation, no matter how effected, will not
require the consent of any designated Beneficiary, except where spousal consent
may be required under Section 6.8. If any Participant fails to designate a
Beneficiary in the manner provided above or if the designated Beneficiary does
not survive the Participant, the Committee will direct the Trustee to distribute
the Participant's benefits to the Participant's estate. If the Beneficiary
survives the Participation, but dies before the complete distribution of the
Participant's benefits, the Committee will direct the Trustee to distribute the
balance of the Participant's benefits to the Beneficiary's estate.

     Section 6.10 Direct Rollovers. Notwithstanding any provision of the Plan to
     the contrary, effective January 1, 1993, a Distributee may elect, at the
     times and in the manner prescribed by the Committee, to have any portion of
     an Eligible Rollover Distribution paid to an Eligible Retirement Plan
     specified by the Distributee in a Direct Rollover. The term "Eligible
     Rollover Distribution" means any distribution of all or any portion of the
     balance to the credit of the Distributee, except that an Eligible Rollover
     Distribution does not include: any distribution that is one of a series of
     substantially equal periodic payments (not less frequently than annually)
     made for the life (or life expectancy) of the Distributee or the joint
     lives (or joint life expectancies) of the Distributee and the Distributee's
     designated Beneficiary, or for a specified period of ten years or more; any
     distribution to the extent such distribution is required under Code Section
     401(a)(9); and the portion of any distribution that is not includible in
     gross income. "Eligible Retirement Plan" means an individual retirement
     account described in Code Section 408(a), an individual retirement annuity
     described in Code Section 408(b), an annuity plan described in Code Section
     403(a), a qualified Trust described in Code Section 401(a), an annuity
     contract described in Code Section 403(b) and an eligible plan under Code
     Section 457(b) which is maintained by a state, political subdivision of a
     state, or any agency or instrumentality of a state or political subdivision
     of a state and which agrees to separately account for amounts transferred
     into such plan from this Plan, that accepts the Distributee's Eligible
     Rollover Distribution. The definition of Eligible Retirement Plan also
     applies in the case of a distribution to a Surviving Spouse, or to a spouse
     or former spouse who is the Alternate Payee under a Qualified Domestic
     Relations Order, as defined in Code Section 414(p). "Distributee" means an
     employee or former employee. In addition, the employee's or former
     employee's Surviving Spouse and the employee's or former employee's spouse
     or former spouse who is the alternate payee under a qualified domestic
     relations order, as defined in Code Section 414(p), are Distributees with
     regard to the interest of the spouse or former spouse. "Direct Rollover"
     means a payment by the Plan to the Eligible Retirement Plan specified by
     the Distributee. If a Participant is employed by a business entity after he
     terminates employment with the Employers and that entity maintains a
     retirement plan that meets the requirements of Code Section 401(a), the
     Committee, upon the Participant's request, may direct the Trustee to
     transfer the Participant's vested Account balances under this Plan to the
     trustees of the trust which implements the other plan; provided that the
     other plan permits such a transfer. Upon completion of a transfer under
     this Section 6.10, all rights of the Participant to any benefit under this
     Plan will cease.

                                       22
<PAGE>

     Section 6.11 Loans. The Trustee may loan a portion of the Trust fund to a
Participant at the Committee's direction in accordance with the provisions of
Supplement D.









                                       23
<PAGE>

                                  ARTICLE VII
                                  -----------

                               Plan Administration
                               -------------------

     Section 7.1 Plan Administrator. The Company will act as the Plan
administrator and as the Plan's agent for service of legal process. However, the
Company's Board of Directors may appoint a Committee under Section 7.2 to
perform the day-to-day administration of the Plan as provided in this Article
VII. If no Committee is appointed, the Company will perform the duties assigned
to the Committee.

     Section 7.2 Committee Membership. The Committee appointed by the Company's
Board of Directors will consist of three or more persons who may but need not be
employees of an Affiliate. The Company will notify the Trustee, any other
Employers and Participants of the Committee's membership.

     Section 7.3 Appointment, Resignation, Removal of Committee Members. The
Company may remove a member of the Committee at any time by written notice to
him, the other Committee members, any other Employers and the Trustee. A
Committee member may resign at any time by written notice to the Company's Board
of Directors, the other Committee members, any other Employers and the Trustee.
The Company may fill any vacancy in the Committee's membership and will give
written notice thereof to the other Committee members, any other Employers and
the Trustee. While there is a vacancy in the Committee's membership, the
remaining Committee members will have the same powers as the full Committee
until the vacancy is filled.

     Section 7.4 Committee Procedures. The Committee may act at a meeting or in
writing without a meeting. The Committee may elect one of its members as
chairman and appoint a secretary, who may or may not be a Committee member, as
it deems advisable. The Committee may authorize any one or more of its members
to execute any directive or certification on behalf of the Committee. The
Trustee, upon receipt of such authorization, may rely on any directive or
certification issued by the authorized member or members until notified to the
contrary. The Committee may also adopt such bylaws and regulations as it deems
desirable for the conduct of its affairs. All decisions of the Committee will be
made by the vote of the majority including actions in writing taken without a
meeting. If because of the number of members qualified to act there is no
majority on a particular matter, a disinterested party selected by the Committee
will decide the matter.

     Section 7.5 Committee Powers and Duties. The Committee has the duties and
powers necessary to discharge its obligations under the Plan and Trust,
including, but not limited to, the following:

     (a)  To construe and interpret the Plan and decide all questions arising in
          the administration, interpretation and application of the Plan and
          Trust;

     (b)  To receive from the Employers and from Participants the information
          necessary for the proper administration of the Plan;

                                       24
<PAGE>

     (c)  To keep, and to furnish an Employer upon its request, such records and
          reports with respect to the administration of the Plan as are
          reasonable and appropriate;

     (d)  To receive, review and keep on file (as it deems convenient or proper)
          reports of the financial condition, and of the receipts and
          disbursements, of the Trust fund from the Trustee;

     (e)  To direct the Trustee in the payments or distributions to be made from
          the Trust fund in accordance with the provisions of the Plan; and

     (f)  To appoint or employ individuals to assist in the administration of
          the Plan and any other agents it deems advisable, including legal,
          accounting and actuarial counsel.

     Section 7.6 Committee Rules and Decisions. The Committee may adopt such
rules and procedures as it deems necessary or desirable to provide for the
proper administration of the Plan. All rules and decisions of the Committee will
be consistent with the terms of the Plan and Trust and will be uniformly and
consistently applied to all Participants in similar circumstances. When making a
determination or calculation, the Committee is entitled to rely upon information
furnished by a Participant or Beneficiary, the Employers, the legal counsel of
the Company or the Trustee. The Committee will make any adjustments it considers
equitable and practicable to correct a mistake of fact once the mistake becomes
known. Subject to applicable law, any determination made in good faith by the
Committee under this Article VII will be binding on all persons. Consequently,
benefits under this Plan will be paid only if the Committee decides in its
discretion that the applicant is entitled to them.

     Section 7.7 Interested Committee Member. If a Committee member (or that
member's spouse) is a Plan Participant, that member will be ineligible to
participate in any decision concerning his eligibility for the amount, method or
timing of a distribution under the Plan to be made on his behalf (or on behalf
of his spouse).

     Section 7.8 Facility of Payment. Whenever, in the Committee's opinion, a
person entitled to receive any payment under the Plan is under a legal
disability or incapacitated in any way so as to be unable to manage his
financial affairs, the Committee may direct the Trustee to make payments to his
legal representative or to a relative or friend of such person for his benefit,
or to apply the payment for the benefit of the person in a manner the Committee
considers appropriate. Any benefit payment made in accordance with this Section
7.8 will constitute a complete discharge of any liability for the making of such
payment under the Plan.

     Section 7.9 Missing Participants and Beneficiaries. Each Participant must
file his and his Beneficiary's post office address (and any change of address)
with the Committee. Any communication sent to a Participant or Beneficiary at
the address last filed with the Committee, or at the address shown on the
Employer's records if no address was filed with the Committee, will be binding
on the Participant and Beneficiary for all purposes of the Plan. Neither the
Committee nor an Employer is required to search for or locate a Participant or
Beneficiary. If a payment cannot be made within three years of the date the
payment was originally due because the Participant's or Beneficiary's
whereabouts is unknown, the benefit will be forfeited and the

                                       25
<PAGE>

forfeited amount will be utilized in one of the following ways, as determined by
the Committee in its sole and absolute discretion:

     (a)  By paying the forfeited amount to the Beneficiary.

     (b)  By paying the forfeited amount to the Participant's spouse (if then
          living).

     (c)  If there is no known Beneficiary or surviving spouse by paying the
          forfeited amount to one or more of the Participant's relatives (if
          then living) in any proportion the Committee determines to be
          equitable.

     (d)  By treating the forfeited amount as a Remainder under Section 6.4.

     Section 7.10 Committee Expenses. All usual and reasonable expenses of the
Committee may be paid in whole or in part by the Employers (in the proportion
determined by the Company), and any expenses not paid by the Employers may be
paid by the Trustee out of the principal or income of the Trust fund. Any member
of the Committee who is an employee of an Affiliate may not receive compensation
with respect to his services for the Committee.

     Section 7.11 Fiduciary Responsibilities. A fiduciary with respect to the
Plan or Trust shall discharge his fiduciary duties solely in the interest of
Plan Participants and their Beneficiaries with the care, skill, prudence and
diligence under the circumstances then prevailing that a prudent person acting
in a like capacity and familiar with such matters would use in the conduct of an
enterprise of like character and with like aims. It is intended under the Plan
and Trust that a fiduciary will be responsible only for the proper exercise of
its own fiduciary duties and obligations to the extent not properly allocated or
delegated to other persons.




                                       26
<PAGE>

                                  ARTICLE VIII
                                  ------------

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

     Section 8.1 Nonguarantee of Employment. Nothing contained in this Plan may
be construed as a contract of employment between an Employer and any employee,
or as a right to be engaged or continued in the employment of an Employer, or as
a limitation of the right of an Employer to discharge any of its employees, with
or without cause.

     Section 8.2 Rights to Trust Assets. No employee or Beneficiary has any
right to, or interest in, any assets of the Trust, except as provided from time
to time under this Plan. Benefits payable under the Plan to any person are to be
paid solely out of the assets of the Trust fund and the liability of the
Committee, the Employers and the Trustee to make a benefit payment under the
Plan is limited to the Trust assets available for that purpose.

     Section 8.3 Nonalienation of Benefits. Except as may be required by the tax
withholding provisions of a federal, state or municipal tax act or pursuant to a
qualified domestic relations order (as that term is defined in Code Section
414(p)) or pursuant to a judgment or settlement described in Code Section
401(a)(13)(C) entered into on or after August 5, 1997, benefits payable under
this Plan are not subject in any manner to sale, transfer, assignment, pledge,
encumbrance, garnishment, or levy of any kind, either voluntary or involuntary,
prior to actually being received by the person entitled to the benefit under the
terms of the Plan; and any attempt to sell, transfer, assign, pledge, encumber,
or otherwise dispose of any right to benefits payable hereunder will be void.
The Trust fund will not be liable for, or subject to, the debts, contracts,
liabilities, engagements or torts of any person entitled to benefits hereunder.

     Section 8.4 Applicable State Law. To the extent not superseded by the laws
of the United States, this Plan will be administered and construed and its
validity determined under the laws of the State of Indiana, without regard to
that state's choice of law principles.

     Section 8.5 Illegal or Invalid Provisions. In the event any provision of
this Plan is held illegal or invalid for any reason, such illegality or
invalidity will not affect the remaining parts of this Plan, and the Plan will
be construed and enforced as if such illegal or invalid provision had never been
inserted herein.

     Section 8.6 Gender and Number. Words in the masculine gender are to be
construed to include the feminine gender in all cases where appropriate and
words in the singular or plural are to be construed as being in the plural or
singular where appropriate.

     Section 8.7 Execution in Counterparts. This Plan may be executed in any
number of counterparts each of which will be deemed to be an original. All the
counterparts will constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.

     Section 8.8 Waiver of Notice. Any notice required under the Plan may be
waived by the party entitled to such notice.

     Section 8.9 Action by the Employers. Any action required or permitted to be
taken by an Employer under the Plan or Trust must be by resolution of its Board
of Directors, by a duly

                                       27
<PAGE>

authorized Committee of its Board of Directors or by a person or persons duly
authorized by its Board of Directors or such Committee.

     Section 8.10 Indemnification. To the extent permitted by law, the Employers
will indemnify each current and former employee or director of an Employer and
each current and former Committee member against any and all liability or claim
of liability (to the extent not indemnified under any liability insurance
contract or other indemnification agreement) which the person incurs on account
of any act or failure to act in connection with the good faith administration of
the Plan, including all expenses incurred in the person's defense if the
Employers fail to provide a defense after having been requested to do so in
writing. The right to indemnification under this Section 8.10 is conditioned
upon the person notifying the Company of the claim of liability within 30 days
of the notice of that claim and offering the Company the right to participate in
and control the settlement and defense of the claim.

     Section 8.11 Nonguarantee of Funds. Neither the Trustee nor the Employers
in any way guarantee the Trust fund from loss or depreciation.

     Section 8.12 Qualified Domestic Relations Orders. Notwithstanding the
provisions of Article VI, payments from a Participant's Account may be made (to
the extent vested under Section 6.3) to an "Alternate Payee" under a "Qualified
Domestic Relations Order" (as those terms are defined under Code Section 414(p))
prior to the Participant's retirement or other termination of employment.






                                       28
<PAGE>

                                   ARTICLE IX
                                   ----------

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

     Section 9.1 Amendment. The Company reserves the right to amend the Plan
from time to time in its sole discretion, provided that the amendment:

     (a)  Except as provided in Section 10.3, does not cause any part of the
          Trust fund to be used for, or diverted to, any purpose other than the
          exclusive benefit of Participants or their Beneficiaries.

     (b)  Does not eliminate or reduce a Participant's accrued benefit under the
          Plan.

     Section 9.2 Termination. While the Employers expect and intend to continue
the Plan, the Company reserves the right to terminate the Plan with respect to
all Employers at any time in its sole discretion. In addition, the Plan will
terminate with respect to an individual Employer (a) by resolution of the
Employer's Board of Directors, provided that 30 days advance written notice is
given to the Committee and the Company, (b) upon the dissolution, merger,
consolidation or reorganization of the Employer or the sale by the Employer of
all or substantially all of its assets unless a successor is substituted for the
Employer under Section 10.1) or (c) upon Employer's complete discontinuance of
contributions under the Plan. A partial termination of the Plan may occur with
respect to a group of Participants on any date specified by the Company or
required by law.

     Section 9.3 Termination Procedures. The date of a termination or partial
termination (a "Plan Termination Date") will constitute a special Accounting
Date under Section 5.2. After the adjustments required under Section 5.3 have
been made, the Committee may reserve a sum it deems to be reasonably necessary
to pay any absolute or contingent liabilities of the Plan or Trust and may
charge that sum to each Participant's Account on a pro rata basis according to
the Account balances as adjusted under the preceding sentence. The Account
balances of affected Participants and Beneficiaries, as adjusted, will be fully
vested and nonforfeitable as of the Plan Termination Date and will be
distributed in a single payment as soon as practicable to each such Participant
or Beneficiary (unless the Participant is employed by another Employer as to
which the Plan has not terminated). Notwithstanding the foregoing, no
distribution will be made under this Section 9.3 if an Affiliate (determined at
the time of the termination) maintains a "Successor Plan" as that term is
defined under Code Section 401(k)(2) (B)(i)(II) and the final regulations issued
under that section. All provisions of the Plan which are not inconsistent with
this Article IX will continue in effect, including all the powers and duties of
the Committee, the Company and the Trustee, until a complete distribution of the
Trust fund has been made.


                                       29
<PAGE>

                                   ARTICLE X
                                   ---------

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

     Section 10.1 Successors. In the event of the dissolution, merger,
consolidation or reorganization of an Employer or the sale by an Employer of all
or substantially all of its assets, provision may be made with the consent of
the Company by which the Plan and Trust will be continued by the Employer's
successor; and, in that event, the successor will be substituted for the
Employer under the Plan. Upon the substitution, the successor will assume all
Plan liabilities and will assume all of the powers, duties and responsibilities
of that Employer under the Plan.

     Section 10.2 Plan Mergers, Consolidations and Transfers. The Plan will not,
in whole or in part, be merged or consolidated with or have its assets or
liabilities transferred to any other plan, unless each Participant of this Plan
would be entitled to receive a benefit immediately after the merger,
consolidation or transfer (if the Plan terminated on that date) equal to or
greater than the benefit he would have been entitled to immediately before the
merger, consolidation or transfer (if the Plan terminated on that date).

     Section 10.3 Plan Assets. The Employers will have no right, title or
interest in any portion of the Trust fund, nor may any portion of the Trust fund
be returned to an Employer, directly or indirectly, except:

     (a)  If the Internal Revenue Service determines that the Plan as initially
          adopted by an Employer does not meet the requirements of Section
          401(a) of the Code and the Company determines that the Plan should not
          be amended to meet the Internal Revenue Service's requirements, a
          contribution made before the Internal Revenue Service's determination,
          provided that (i) the contribution is returned to the Employer within
          one year of the determination and (ii) the qualification application
          is made by the time prescribed by law for filing the Employers' return
          for the taxable year in which the Plan is adopted or such later date
          as the Secretary of the Treasury may prescribe.

     (b)  A contribution made by a mistake of fact, provided that the
          contribution is returned to the Employer within one year of the
          original contribution date.

     (c)  The portion of a contribution that is disallowed as an expense for
          federal income tax purposes, provided that such amount is returned to
          the Employer within one year of the disallowance.

Any amount returned under subsection (b) or (c) above must first be reduced by
any amount previously distributed from the Trust fund and then by any Trust fund
losses allocable to that amount, and in no event may the return of the
contribution under those subsections cause any Participant's Account balance to
be less than the Account balance he would have been credited with had the
contribution not been made.

                                       30
<PAGE>

                                   ARTICLE XI
                                   ----------

                           Participation by Affiliates
                           ---------------------------

     Section 11.1 Affiliate Participation. Any Affiliate may adopt the Plan and
become an Employer under the Plan and a party to the Trust by filing:

     (a)  A certified copy of a resolution of its Board of Directors to that
          effect with the Company, the Committee and the Trustee; and

     (b)  A written document signed by an officer of the Company which indicates
          the Company's consent to that action with the Committee and the
          Trustee.

     Section 11.2 Company Action Binding on Other Employers. As long as the
Company is an Employer under the Plan, it is empowered to act for any other
Employer in all matters relating to the Plan, the Committee or the Trustee.


                                       31
<PAGE>

                                  SUPPLEMENT A
                                  ------------

                          Claims and Review Procedures
                          ----------------------------

     Section A-1 Procedures Governing the Filing of Benefit Claims. All Benefit
Claims must be filed on the appropriate claim forms available from the Committee
or in accordance with the procedures established by the Committee for claim
purposes. A "Benefit Claim" means a request for a Plan benefit or benefits, made
by a Claimant or by an authorized representative of a Claimant, that complies
with the Plan's procedures for making benefit claims. "Claimant" means a
Participant, a surviving spouse of a Participant, a Beneficiary, or an Alternate
Payee, who is claiming entitlement to the payment of any benefit payable under
the Plan.

     Section A-2 Notification of Benefit Determinations. The Committee will
notify a Claimant, in accordance with Section A-3 below, of the Plan's benefit
determination within a reasonable period of time after receipt of a Benefit
Claim, but not later than 90 days (45 days in the case of a Disability Claim)
after receipt of the Benefit Claim by the Plan.

     If special circumstances require an extension of time for processing the
Benefit Claim, the Committee will notify the Claimant of the extension prior to
the termination of the initial period described above. The notice will indicate
the special circumstances requiring the extension of time and the date by which
the Plan expects to make the benefit determination. In no event will the
extension exceed a period of 90 days from the end of the initial period.

     In the case of a Disability Claim, the extension period will not exceed 30
days, unless prior to the end of first 30-day extension period, the Committee
determines that, due to matters beyond its control, a decision cannot be
rendered within the extension period, in which case the period for making the
determination may be extended for an additional 30 days. Every Disability Claim
notice will specifically explain the standards on which entitlement to a benefit
is based, the unresolved issues that prevent a decision on the claim, the
additional information needed to resolve those issues and the Claimant's right
to provide the specified information within 45 days. If the extension is in
effect due to the Claimant's failure to submit information necessary to decide a
Disability Claim, the period for making the benefit determination will be tolled
from the date on which the notice of the extension is sent to the Claimant until
the date on which the Claimant responds to the request for information. The term
"Disability Claim" means a request for a Plan benefit made by a Claimant due to
the purported Total and Permanent Disability of a Plan Participant.

     Section A-3 Manner And Content of Notification of Benefit Determinations.
All notices given by the Committee under the Plan will be given to a Claimant,
or to his authorized representative, in a manner that satisfies the standards of
29 CFR 2520.104b-1(b) as appropriate with respect to the particular material
required to be furnished or made available to that individual. The Committee may
provide a Claimant with either a written or an electronic notice of the Plan's
benefit determination. Any electronic notification will comply with the
standards imposed by 29 CFR 2520.104b-1(c)(1)(i), (iii) and (iv). In the case of
an Adverse Benefit Determination, the notice will set forth, in a manner
calculated to be understood by the Claimant:

     (a)  The specific reasons for the adverse determination;

                                      A-1
<PAGE>

     (b)  Reference to the specific Plan provisions (including any internal
          rules, guidelines, protocols, criteria, etc.) on which the
          determination is based;

     (c)  A description of any additional material or information necessary for
          the Claimant to complete the claim and an explanation of why such
          material or information is necessary;

     (d)  For a Disability Claim, the identification of any medical or
          vocational experts whose advice was obtained on behalf of the Plan in
          connection with Claimant's Adverse Benefit Determination, without
          regard to whether the advice was relied upon; and

     (e)  A description of the Plan's review procedures and the time limits
          applicable to such procedures.

The term "Adverse Benefit Determination" means a denial, reduction, or
termination of, or a failure to provide or make payment (in whole or in part)
for, any benefit payable under the Plan.

     Section A-4 Appeal of Adverse Benefit Determinations. A Claimant who
receives an Adverse Benefit Determination and desires a review of that
determination must file, or his authorized representative must file on his
behalf, a written request for a review of the Adverse Benefit Determination, not
later than 60 days (180 days for a Disability Claim) after receiving the
determination.

     The written request for a review must be filed with the Committee. Upon
receiving the written request for review, the Committee will advise the
Claimant, or his authorized representative, in writing that:

     (a)  The Claimant, or his authorized representative, may submit written
          comments, documents, records, and any other information relating to
          the claim for benefits; and

     (b)  The Claimant will be provided, upon request of the Claimant or his
          authorized representative, reasonable access to, and copies of, all
          documents, records, and other information relevant to the Claimant's
          Benefit Claim, without regard to whether those documents, records, and
          information were considered or relied upon in making the Adverse
          Benefit Determination that is the subject of the appeal.

     Section A-5 Benefit Determination on Review. All appeals by a Claimant of
an Adverse Benefit Determination will receive a full and fair review by an
appropriate named fiduciary of the Plan. In the case of a Disability Claim, the
named fiduciary will not be: (i) the party who made the Adverse Benefit
Determination that is the subject of the appeal, nor (ii) the subordinate of
that party. In performing this review for a Disability Claim, the named
fiduciary will take into account all comments, documents, records, and other
information submitted by the Claimant (or the Claimant's authorized
representative) relating to the claim, without regard to whether the information
was submitted or considered in the initial benefit determination, and will not
afford deference to the initial Adverse Benefit Determination. For a Disability
Claim, the

                                      A-2
<PAGE>

named fiduciary will consult with a healthcare professional who has appropriate
training and experience in the field of medicine involved in the medical
judgment and who was not consulted in connection with the Adverse Benefit
Determination and who is not the subordinate of such an individual if the named
fiduciary believes that such a consultation is necessary to properly complete
the review process.

     Section A-6 Notification of Benefit Determination on Review. The Committee
will notify a Claimant, in accordance with Section A-7, of the Plan's benefit
determination on review within a reasonable period of time, but not later than
60 days (45 in the case of a Disability Claim) after the Plan's receipt of the
Claimant's request for review of an Adverse Benefit Determination. If, however,
special circumstances require an extension of time for processing the review by
the named fiduciary, the Claimant will be notified, prior to the termination of
the initial 60 (or 45) day period, of the special circumstances requiring the
extension and the date by which the Plan expects to render the Plan's benefit
determination on review, which will not be later than 120 days (90 days in the
case of a Disability Claim) after receipt of a request for review.

     If the extension period is in effect for a Disability Claim but the
extension is due to the Claimant's failure to submit information necessary to
decide a claim, the period for making the benefit determination on review will
be tolled from the date on which notification of the extension is sent to the
Claimant until the date on which the Claimant responds to the request for
additional information.

     Section A-7 Manner and Content of Notification of Benefit Determination on
Review. The Committee will provide a Claimant with notification of its benefit
determination on review in a method described in Section A-3.

     In the case of an Adverse Benefit Determination on review, the notification
must set forth, in a manner calculated to be understood by the Claimant:

     (a)  The specific reasons for the adverse determination on review;

     (b)  Reference to the specific Plan provisions (including any internal
          rules, guidelines, protocols, criteria, etc.) on which the benefit
          determination on review is based;

     (c)  A statement that the Claimant is entitled to receive, upon request and
          free of charge, reasonable access to, and copies of, all documents,
          records and other information relevant to the Claimant's Benefit
          Claim, without regard to whether those records were considered or
          relied upon in making the Adverse Benefit Determination on review,
          including any reports, and the identities, of any experts whose advice
          was obtained.

                                      A-3
<PAGE>

                                  SUPPLEMENT B
                                  ------------

         Limitations on Compensation Deferral and Matching Contributions
         ---------------------------------------------------------------

     Section B-1 Purpose. The purpose of this Supplement B is to satisfy the
requirements of Code Sections 401(k), 401(m) and 402(g). Consequently, the
Compensation Deferral Contributions and Matching Contributions made on behalf of
a Participant will be limited each year in accordance with the following
provisions, except as provided in Section B-8.

     Section B-2 Annual Dollar Limitation on Deferred Compensation
Contributions. Notwithstanding any other Plan provision:

     (a)  A Participant may not defer more than $10,500 (or the amount
          determined under Code Section 402(g)(5)) (the "Annual Dollar
          Limitation") of his Compensation in any one calendar year under
          Section 3.1 of the Plan (or under a comparable provision of any other
          plan maintained by an Affiliate). If a Participant's Compensation
          Deferrals exceed the Annual Dollar Limitation in effect for any
          calendar year, the excess deferrals (plus the Trust fund earnings or
          minus the Trust fund losses attributable to the excess deferrals) will
          be distributed to the Participant by April 15 of the next calendar
          year.

     (b)  If a Participant's Elective Deferrals (as defined in subsection (c)
          below) exceed the Annual Dollar Limitation (or, if greater, the amount
          determined under Code Sections 402(g)(4) and 402(g)(8)) in effect for
          any calendar year, the Participant may notify the Committee in writing
          of the excess and may elect to treat all or a portion of his
          Compensation Deferrals under this Plan, to the extent of the excess,
          as an excess Elective Deferral. If this notice is received by the
          Committee prior to March 1 of the calendar year following the calendar
          year in which the excess Elective Deferrals were made, the Committee
          may, in its sole discretion and without regard to any other provision
          of the Plan, direct the Trustee to distribute the amount designated by
          the Participant as excess Elective Deferrals (plus any Trust fund
          earnings or minus any Trust fund losses attributable to that amount
          for the calendar year in which the excess Elective Deferrals were
          made) prior to April 15 of that same year. The excess Elective
          Deferrals distributed under this subsection (b) will not be treated as
          a contribution for purposes of the limitations under Section 5.8 or
          5.9, but will be considered in determining the limitations of Sections
          B-3 and B-5.

     (c)  The term "Elective Deferral" means the sum of any contributions made
          on behalf of a Participant by any entity (including any Compensation
          Deferral Contributions made under this Plan) for a calendar year:

          (i)  Under a qualified cash or deferred arrangement (as defined in
               Code Section 401(k)) to the extent not includible in the
               Participant's gross income for that calendar year under Code
               Section 402(e)(3) (determined without regard to Code Section
               402(g));

                                      B-1
<PAGE>

          (ii) Under a simplified employee pension plan to the extent not
               includible in the Participant's gross income for that calendar
               year under Code Section 402(h)(1)(B) (determined without regard
               to Code Section 402(g));

          (iii) Applied toward the purchase of an annuity contract under Code
               Section 403(b) pursuant to a salary reduction agreement (within
               the meaning of Code Sections 3121(a)(5)(D) and 402(g)(3) and any
               regulations issued under those sections); or

          (iv) Under a simple retirement account established under Code Section
               408(p)(2)(A)(i).

     Section B-3 Percentage Limitation on Compensation Deferral Contributions.
Notwithstanding any other Plan provision, except as provided in Section B-8, the
Actual Deferral Percentage (as defined below) for Participants who are Highly
Compensated Employees (as defined in Section B-6) for any Plan Year may not
exceed the greater of:

     (a)  125 percent of the Actual Deferral Percentage for all other
          Participants for that same Plan Year; or

     (b)  The lesser of:

          (i)  200 percent of the Actual Deferral Percentage for all other
               Participants for that same Plan Year, or

          (ii) The Actual Deferral Percentage for all other Participants for
               that same Plan Year plus two percentage points.

If the Company elects to apply Code Section 410(b)(4)(B) in determining whether
the cash or deferred arrangement under this Plan satisfies the requirement of
Code Section 401(k)(3)(A)(i), the Company may exclude Participants who have not
met the minimum age and service requirements of Code Section 410(a)(l)(A) when
calculating the Actual Deferral Percentage for Participants under subsections
(a) and (b) above. The "Actual Deferral Percentage" for a specified group of
Participants for any Plan Year means the average of the ratios, determined
individually for each Participant in the group, of (1) to (2) where:

          (1)  Equals the Compensation Deferral Contributions made under Section
               4.1 for the Participant with respect to that Plan Year; and

          (2)  Equals the Participant's Total Compensation (as determined under
               Section 5.8) for that Plan Year.

To insure compliance with the limitation described above (the "Percentage
Limitation"), the Committee may limit prospective Compensation Deferrals of
Participants under Section 3.1 at any time during the Plan Year. If the
Committee determines that the Compensation Deferral Contributions made on behalf
of the Highly Compensated Employees exceed the Percentage Limitation for any
Plan Year, effective as of January 1, 1997, the excess contributions will be
calculated by reducing the Actual Deferral Percentage of the Highly Compensated
Employee

                                      B-2
<PAGE>

with the highest Actual Deferral Percentage first. If the Actual Deferral
Percentage test is not yet passed, the process is repeated with the remaining
Highly Compensated Employees until the test is satisfied. Once the total amount
of excess contributions is determined, the excess contributions will be
distributed to the Highly Compensated Employees in the order of their actual
contribution amounts (including all contributions treated as deferrals for the
Actual Deferral Percentage test), beginning with the highest deferral amount, to
the extent necessary to distribute all excess contributions. The distributions
of excess contributions will include any Trust fund earnings or losses
attributable to the excess contributions for the Plan Year for which the excess
contributions were made. Any Matching Contributions which are attributable to
excess contributions that are distributed under this Section will be forfeited
and used to reduce future Matching Contributions. The excess to be distributed
under this Section will be reduced by any Excess Deferrals to be returned to the
Participant with respect to that same Plan Year under Section B-2. A
distribution under the preceding sentence will generally be made within two and
one-half months after the end of that Plan Year, but in no event later than the
last day of the Plan Year that follows the Plan Year in which the excess
occurred.

     Section B-4 Limitation on Matching Contributions. Notwithstanding any other
Plan provision, except as provided in Section B-8, the Contribution Percentage
(as defined below) for Participants who are Highly Compensated Employees (as
defined in Section B-6) for any Plan Year may not exceed the greater of:

     (a)  125 percent of the Contribution Percentage for all other Participants
          for that same Plan Year; or

     (b)  The lesser of:

          (i)  200 percent of the Contribution Percentage for all other
               Participants for that same Plan Year, or

          (ii) The Contribution Percentage for all other Participants for that
               same Plan Year plus two percentage points.

The "Contribution Percentage" for a specified group of Participants for any Plan
Year means the average of the ratios, determined individually for each
Participant in the group, of (1) to (2) where:

          (1)  Equals the Matching Contributions to be made on behalf of the
               Participant under Section 4.2 for that Plan Year; and

          (2)  Equals the Participant's Total Compensation (as determined under
               Section 5.7) for that Plan Year.

For purposes of determining the Contribution Percentage under the preceding
sentence, all or part of the Compensation Deferral Contributions made or to be
made for the Plan Year being tested with respect to any or all Participants may
be included in the computation of the percentage; provided that the requirements
of Regulation Section 1.401(m)-1(b)(5) are satisfied. If the Committee
determines that the Matching Contributions to be allocated to, or in fact made,
on behalf of a Highly Compensated Employee would exceed the amount permitted
under the

                                      B-3
<PAGE>

Contribution Percentage Limitation for any Plan Year, effective as of January 1,
1997, the excess Matching Contributions will be calculated by reducing the
Actual Contribution Percentage of the Highly Compensated Employee with the
highest Actual Contribution Percentage first. If the Actual Contribution
Percentage test is not yet passed, the process is repeated until the test is
satisfied. Once the total amount of excess Matching Contributions is determined,
the excess contributions that cannot be allocated to the Highly Compensated
Employees' Accounts will be calculated in the order of their actual contribution
amounts (including all contributions treated as Matching Contributions for the
Contribution Percentage test), beginning with the highest contribution amount,
to the extent necessary to eliminate all excess contributions. If any excess
contributions have already been deposited in and credited to a Highly
Compensated Employee's Matching Contribution Account, they will be treated as
contributions which were made by mistake of fact, as described in Section 10.3;
however, to the extent those deposited contributions are vested, they will be
distributed to the Highly Compensated Employees according to the procedures
described above. Non-vested excess Matching Contributions will be removed from
the Participant's Account and used to reduce current or future Matching
Contribution deposits. The reduction of excess contributions already deposited
will include any Trust fund earnings or losses attributable to the excess
contributions for the Plan Year for which the excess contributions were made.
The reduction generally will be made within two and one-half months after the
end of the Plan Year in which the excess occurred, but in no event later than
the last day of the Plan Year that follows that Plan Year.

     Section B-5 Combined Limitations. If Compensation Deferral Contributions
and Matching Contributions are made with respect to the same Plan Year, the
Company may elect to treat all or part of the Compensation Deferrals made under
Section 4.1 as Matching Contributions under Section 4.2 for purposes of applying
the limitation of Section B-4, as provided in the regulations issued under Code
Sections 401(k) and 401(m).

     Section B-6 Highly Compensated Employees. For purposes of this Supplement
A, for Plan Years beginning on and after January 1, 1997 a "Highly Compensated
Employee" means an individual described in Code Section 414(q), which includes
an employee who:

     (a)  At any time during the current or the preceding Plan Year, was a five
          percent owner of an Affiliate;

     (b)  During the preceding Plan Year, received compensation (as defined in
          Section 5.8) from the Affiliates in excess of $80,000 (as adjusted
          under Code Section 414(q)(1)).

     Section B-7 Aggregation of Plans. For purposes of applying the Annual
Dollar Limitation of Section B-2, all compensation deferrals made under any plan
maintained by an Affiliate will be aggregated with the Compensation Deferral
Contributions made under this Plan. For purposes of applying the annual
Percentage Limitation of Section B-3, the Matching Contribution Percentage
Limitation of Section B-4 and the combined limitation of Section B-5, all plans
maintained by the Affiliates (under which Compensation Deferrals are made) that
are treated as one plan for purposes of Code Section 401(a)(4) or 410(b) will be
treated as one plan in accordance with Code Sections 401(k)(3), 401(m)(2)(B) and
any final regulations issued under those sections. In addition, if any Highly
Compensated Employee is a Participant in any

                                      B-4
<PAGE>

other plan maintained by an Affiliate that permits Compensation Deferrals, that
plan will be aggregated with this Plan for purposes of the foregoing
limitations.

     Section B-8 Alternative Method of Meeting Nondiscrimination Requirements.
Effective for Plan Years beginning on or after January 1, 1999, the Plan will be
deemed to satisfy the requirements of Sections B-3 through B-5 of this
Supplement B for a Plan Year if the Plan meets the contribution requirements of
Code Section 40l(k)(12)(B) or (C) and of Code Section 40l(m)(11)(B) and meets
the notice requirements of Code Section 40l(k)(12)(D) for that Plan Year.


                                      B-5
<PAGE>

                                  SUPPLEMENT C
                                  ------------

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

     Section C-1 Application. The purpose of this Supplement C is to satisfy the
requirements of Code Section 416. Consequently, the provisions of Sections C-6,
C-7, and C-8 will apply for each Plan Year beginning after December 31, 1983 the
Plan is determined to be a "Top-Heavy Plan" under Section C-2.

     Section C-2 Top-Heavy Plan. Subject to the provisions of Section C-5, the
Plan will be a Top-Heavy Plan for a Plan Year if on that Plan Year's
Determination Date the sum of the Account balances of Participants who are Key
Employees (as defined in Section C-3) exceeds 60 percent of the sum of the
Account balances of all Participants. For purposes of the preceding sentence,
the "Determination Date" for a Plan Year means the last day of the preceding
Plan Year.

     Section C-3 Key Employees. For purposes of this Supplement B:

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

          (i)  An officer of an Affiliate having annual compensation greater
               than $130,000 (as adjusted under Code Section 416(i)(1) for Plan
               Years beginning after December 31, 2002);

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

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

For this purpose, annual compensation means compensation within the meaning of
Code Section 415(c)(3). The determination of who is a Key Employee will be made
in accordance with Code Section 416(i)(1) and the applicable regulations and
other guidance of general applicability issued thereunder.

     (b)  The term "Non-Key Employee" means any employee who is not a Key
          Employee.

     The terms "Key Employee" and "Non-Key Employee" include the beneficiaries
of such employees, respectively.

     Section C-4 Determination of Account Balances. For purposes of determining
Participants' present values of accrued benefits and the amounts of Account
balances of employees as of any Determination Date, the following rules apply:

     (a)  The present values of accrued benefits and the amounts of Account
          balances of an employee as of the Determination Date will be increased
          by the distributions

                                      C-1
<PAGE>

          made with respect to the employee under the Plan and any plan
          aggregated with the Plan under Code Section 416(g)(2) during the
          one-year period ending on the Determination Date. The preceding
          sentence also applies to distributions under a terminated plan which,
          had it not been terminated, would have been aggregated with the Plan
          under Code Section 416(g)(2)(A)(i). In the case of a distribution made
          for a reason other than separation from service, death, or Total and
          Permanent Disability, this provision will be applied by substituting
          "five-year period" for "one-year period."

     (b)  Notwithstanding subsection (a) above, the accrued benefits and
          accounts of any individual who has not performed services for an
          Affiliate during the one-year period ending on the Determination Date
          will not be taken into account.

     (c)  The account balance of a Non-Key Employee who was a Key Employee with
          respect to any prior Plan Year will be disregarded.

     (d)  A Participant's Account balance will be decreased by any amount rolled
          over into the Plan if the rollover was initiated by the Participant
          and the amount came from a plan other than a plan maintained by an
          Affiliate.

     Section C-5 Aggregation of Plans. The Plan will be a Top-Heavy Plan under
Section C-2 if it is part of a Top-Heavy Group for that Plan Year.

     (a)  Top-Heavy Group. The term "Top-Heavy Group" means each plan maintained
          by an Affiliate in which a Key Employee participates and each other
          plan which enables such a plan to meet the requirements of Code
          Section 401(a)(4) or 410 (either type of plan is referred to below as
          an "Aggregated Plan") where as of a Determination Date the sum of (i)
          and (ii) exceeds 60 percent of a similar sum determined for all
          employees:

          (i)  The total of the account balances of Key Employees under any
               defined contribution plan that constitutes an Aggregated Plan,
               and

          (ii) The present value of the cumulative accrued benefits of Key
               Employees under any defined benefit plan that constitutes an
               Aggregated Plan.

     (b)  Additional Plans. The Company may treat any other plan it or any other
          Affiliate maintains as an Aggregated Plan under subsection (a) above,
          provided that the Aggregated Plans would in combination with that plan
          or plans continue to meet the requirements of Code Sections 401(a)(4)
          and 410. If the Aggregated Plans which include this Plan do not
          comprise a Top-Heavy Group, this Plan will not be a Top-Heavy Plan
          under Section C-2.

     (c)  Other Rules. The rules of Section C-4 will apply to determine the
          account balances of employees under this Section C-5 (and the term
          "accrued benefit" will be substituted for the term "Account balance"
          to determine benefits under a defined benefit plan). Any plan
          (including a terminated plan) that was maintained by an Affiliate
          within the five year period ending on the Determination Date will

                                      C-2
<PAGE>

          be treated as an Aggregated Plan if it is otherwise described in
          subsection (a) above.

     Section C-6 Minimum Benefit. For any Plan Year in which the Plan is
determined to be a Top-Heavy Plan, the contribution allocated under Section 4.3
to the Account of any Participant who is a Non-Key Employee may not be less than
an amount equal to three percent (or, if lesser, the highest Contribution
Percentage rate of any Key Employee for that year) of the Participant's
compensation (as defined in Section 5.8). For purposes of determining a Key
Employee's Contribution Percentage rate under the preceding sentence, amounts
contributed under Section 4.1 for that individual will be counted. A Participant
will be entitled to receive an allocation under this Section C-6 if he is
employed by an Employer on the last day of the Plan Year regardless of the
number of Hours of Service he accrued in that year. If the Company or an
Affiliate maintains a defined benefit plan that is part of a Top-Heavy Group for
any Plan Year under Section C-5, any Non-Key Employee who participates under
both this Plan and the defined benefit plan will be entitled to a minimum
benefit equal to five percent of his compensation. Notwithstanding the
foregoing, if the Company or an Affiliate maintains any other plan, the minimum
benefit required under this Section C-6 will be adjusted in accordance with
regulations issued under Code Section 416(f) to prevent an inappropriate
duplication or omission of required minimum benefits or contributions. In this
regard, the minimum benefit will be provided under that plan. Employer Matching
Contributions will be taken into account for purposes of satisfying the minimum
contribution requirements of Code Section 416(c)(2) and Supplement C. The
preceding sentence will apply with respect to Matching Contributions under the
Plan or, if the Plan provides that the minimum contribution requirement will be
met in another plan, such other plan. Employer Matching Contributions that are
used to satisfy the minimum contribution requirements will be treated as
Matching Contributions for purposes of the Contribution Percentage test and
other requirements of Code Section 401(m).

     Section C-7 Adjustment of Combined Benefit Limitations. For any Plan Year
beginning before January 1, 2000, in which the Plan is determined to be a
Top-Heavy Plan, 100 percent will be substituted for 125 percent in computing the
dollar limitation used to determine the defined benefit plan and defined
contribution plan fractions described in Section 5.9, unless (a) the minimum
benefit of Section C-6 is allocated to Non-Key Employees with the term "four
percent" substituted for the term "three percent" and the term "seven and
one-half percent" substituted for the term "five percent" and (b) the Plan is
not super top-heavy. The Plan will be super top-heavy for any Plan Year in which
the Plan would be top-heavy under this Supplement C if the term "90 percent"
were substituted for the term "60 percent" where the latter appears in Section
C-2.

     Section C-8 Minimum Vesting. For any Plan Year in which the Plan is
determined to be a Top-Heavy Plan, a Participant's Vested Percentage under
Section 5.3 will be determined in accordance with the following schedule:

                                      Vested              Forfeited
         Years of Service           Percentage            Percentage
         ----------------           ----------            ----------
         Less than 3                      0%                  100%
         3 or more                      100%                    0%

                                      C-3
<PAGE>

If the foregoing provisions of this Section C-8 become effective, and the Plan
subsequently ceases to be a Top-Heavy Plan, any Participant who has completed
three or more Years of Service will continue to have the Vested Percentage of
his Profit Sharing Account determined under this Section C-8.





                                      C-4
<PAGE>

                                  SUPPLEMENT D
                                  ------------

                                      Loans
                                      -----

     Section D-1 Purpose. The purpose of this Supplement D is to set forth the
rules and procedures for a Participant to request and the Committee to grant a
loan under Section 6.11 of the Plan.

     Section D-2 Application. To obtain a loan, a Participant must file a loan
application with the Committee on a form supplied by the Committee.

     Section D-3 Loan Amounts. Loans will only be available from the
Participant's Compensation Deferral Contribution Account and his Rollover
Account. The maximum amount for any loan (when added to the outstanding balance
of all other loans made to the Participant from any qualified plan maintained by
an Affiliate) is the lesser of:

     (a)  $50,000, reduced by the excess (if any) of:

          (i)  The highest outstanding loan balance during the one-year period
               ending on the day before the date the loan is made, over

          (ii) The outstanding loan balance on the date the loan is made; or

     (b)  50 percent of the amount the Participant would be entitled to from his
          Compensation Deferral Contribution Account and from his Rollover
          Account on the date of the loan.

     Section D-4 Loan Provisions. Each loan must:

     (a)  Be evidenced by a written note bearing interest at a reasonable rate
          determined by the Committee. The Committee will base this
          determination on the prevailing market conditions.

     (b)  Be repaid in substantially equal quarterly or monthly installments
          over a period specified in the written note not to exceed five years
          (except that a loan used by the Participant to acquire or construct
          his principal residence may be repaid over a period not to exceed 25
          years).

     (c)  Be secured by the Participant's Account under the Plan.

     (d)  Evidence the Participant's pledge of his Account as security for the
          loan.

     Section D-5 Default. In the event the Participant fails to make a loan
payment when due, the unpaid balance of the loan (including any accrued
interest) will become due and payable immediately without demand or notice. The
Company in its sole discretion and at its option may then demand payment of the
balance due under the preceding sentence. The Participant will also be required
to pay any reasonable costs incurred by the Committee to collect any amount due
and payable under this Section D-5. Neither a delay or omission by the Committee
to exercise any

                                      D-1
<PAGE>

right or remedy nor a single or partial exercise of a right or remedy will
operate as a waiver of that right or remedy or will preclude the further
exercise of that or any other right or remedy.

     Section D-6 Other Requirements and Procedures. The application and grant of
any loan will be subject to the rules established by the Committee and
communicated to Participants in writing to administer the loan program of this
Supplement D, subject to the following:

     (a)  A loan to a Participant will be made from that Participant's
          Compensation Deferral Contribution and/or Rollover Account and will be
          treated as an investment of that account. Consequently, the loan
          balance will be treated as if it were a separate Trust fund under
          Section 5.3, with the interest payments treated as earnings to be
          credited to the Participant's Account under subsection 5.3(c).

     (b)  If any portion of a loan (including any accrued interest) is unpaid at
          the time the Participant or his Beneficiary is to receive a
          distribution under Section 6.5, the Participant's Account balance will
          be reduced prior to the distribution by the lesser of (i) the
          outstanding loan balance (including any accrued but unpaid interest)
          or (ii) amount of the distribution to be made.



                                      D-2