Exhibit  10(vi)








                                 MONROE BANCORP
                        EMPLOYEE STOCK OWNERSHIP 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
                                 --------------
                        EMPLOYEE STOCK OWNERSHIP 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 Employee Stock Ownership 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.

                                       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...............................................................2
         -----------       ------------------------
         Section 1.4       Plan Administration; Plan Year.........................................................2
         -----------       ------------------------------
         Section 1.5       Funding of Benefits....................................................................2
         -----------       -------------------
         Section 1.6       Examination of Documents...............................................................2
         -----------       ------------------------
         Section 1.7       Plan Supplements.......................................................................2
         -----------       ----------------
         Section 1.8       Definition References..................................................................2
         -----------       ---------------------

ARTICLE II Participation and Service..............................................................................5
------------------------------------
         Section 2.1       Eligibility to Participate.............................................................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.......................................................................8
         -----------       ----------------
         Section 2.7       Notice of Participation................................................................8
         -----------       -----------------------

ARTICLE III Contributions  9
-------------------------
         Section 3.1       Regular Contributions..................................................................9
         -----------       ---------------------
         Section 3.2       Limitations on Contributions...........................................................9
         -----------       ----------------------------
         Section 3.3       Payment of Contributions...............................................................9
         -----------       ------------------------

ARTICLE IV Allocations to Participants...........................................................................10
--------------------------------------
         Section 4.1       Individual Accounts...................................................................10
         -----------       -------------------
         Section 4.2       Accounting Date.......................................................................10
         -----------       ---------------
         Section 4.3       Account Adjustments...................................................................10
         -----------       -------------------
         Section 4.4       Company Stock Accounts................................................................11
         -----------       ----------------------
         Section 4.5       Other Investments Accounts............................................................11
         -----------       --------------------------
         Section 4.6       Allocation of Regular Contributions...................................................11
         -----------       -----------------------------------
         Section 4.7       Eligible Participants.................................................................13
         -----------       ---------------------
         Section 4.8       Allocation of Remainders..............................................................13
         -----------       ------------------------
         Section 4.9       Total Compensation....................................................................13
         -----------       ------------------
         Section 4.10      Maximum Additions.....................................................................14
         ------------      -----------------
         Section 4.11      Limitation Due to Defined Contribution Plan and Defined Benefit Plan
         ------------      ---------------------------------------------------------------------
                           Participation.........................................................................16
                           -------------
         Section 4.12      Cash Dividends on Company Stock.......................................................16
         ------------      -------------------------------
         Section 4.13      Annual Statement to Participants......................................................19
         ------------      --------------------------------

ARTICLE V Investment of Trust Assets.............................................................................20
------------------------------------
         Section 5.1       Investments...........................................................................20
         -----------       -----------
         Section 5.2       Purchase of Company Stock.............................................................20
         -----------       -------------------------

                                       i
<PAGE>

         Section 5.3       Sale of Company Stock.................................................................21
         -----------       ---------------------
         Section 5.4       Suspense Account......................................................................21
         -----------       ----------------

ARTICLE VI Exempt Loans    22
-----------------------
         Section 6.1       Loans.................................................................................22
         -----------       -----
         Section 6.2       Loan Payments.........................................................................23
         -----------       -------------
         Section 6.3       Put Option............................................................................25
         -----------       ----------
         Section 6.4       Continuation of Rights of Put Option..................................................26
         -----------       ------------------------------------
         Section 6.5       Right of First Refusal................................................................26
         -----------       ----------------------

ARTICLE VII Distribution of Benefits.............................................................................27
------------------------------------
         Section 7.1       Retirement or Disability..............................................................27
         -----------       ------------------------
         Section 7.2       Death.................................................................................27
         -----------       -----
         Section 7.3       Resignation or Dismissal..............................................................27
         -----------       ------------------------
         Section 7.4       Remainders and Reinstatement of Remainders............................................28
         -----------       ------------------------------------------
         Section 7.5       Payment of Benefits...................................................................28
         -----------       -------------------
         Section 7.6       Manner of Payment.....................................................................30
         -----------       -----------------
         Section 7.7       Death Distribution Provisions.........................................................30
         -----------       -----------------------------
         Section 7.8       Spousal Death Benefit.................................................................30
         -----------       ---------------------
         Section 7.9       Property Distributed..................................................................31
         -----------       --------------------
         Section 7.10      Designation of Beneficiary............................................................31
         ------------      --------------------------
         Section 7.11      Direct Rollovers......................................................................32
         ------------      ----------------

ARTICLE VIII Funding and Plan Administration.....................................................................33
--------------------------------------------
         Section 8.1       Funding Policy........................................................................33
         -----------       --------------
         Section 8.2       Benefits Committee....................................................................33
         -----------       ------------------
         Section 8.3       Appointment, Resignation, Removal of Committee Members................................33
         -----------       ------------------------------------------------------
         Section 8.4       Committee Procedures..................................................................33
         -----------       --------------------
         Section 8.5       Committee Powers and Duties...........................................................33
         -----------       ---------------------------
         Section 8.6       Committee Rules and Decisions.........................................................34
         -----------       -----------------------------
         Section 8.7       Interested Committee Member...........................................................34
         -----------       ---------------------------
         Section 8.8       Facility of Payment...................................................................34
         -----------       -------------------
         Section 8.9       Missing Participants and Beneficiaries................................................35
         -----------       --------------------------------------
         Section 8.10      Claims and Review Procedures..........................................................35
         ------------      ----------------------------
         Section 8.11      Committee Expenses....................................................................35
         ------------      ------------------
         Section 8.12      Fiduciary Responsibilities............................................................35
         ------------      --------------------------
         Section 8.13      Trustee "Put" Option..................................................................35
         ------------      --------------------

ARTICLE IX Miscellaneous   37
------------------------
         Section 9.1       Nonguarantee of Employment............................................................37
         -----------       --------------------------
         Section 9.2       Rights to Trust Assets................................................................37
         -----------       ----------------------
         Section 9.3       Nonalienation of Benefits.............................................................37
         -----------       -------------------------
         Section 9.4       Applicable State Law..................................................................37
         -----------       --------------------
         Section 9.5       Illegal or Invalid Provisions.........................................................37
         -----------       -----------------------------
         Section 9.6       Gender and Number.....................................................................37
         -----------       -----------------
         Section 9.7       Execution in Counterparts.............................................................37
         -----------       -------------------------

                                       ii
<PAGE>

         Section 9.8       Waiver of Notice......................................................................37
         -----------       ----------------
         Section 9.9       Action by the Employers...............................................................37
         -----------       -----------------------
         Section 9.10      Indemnification.......................................................................38
         ------------      ---------------
         Section 9.11      Nonguarantee of Funds.................................................................38
         ------------      ---------------------
         Section 9.12      Qualified Domestic Relations Orders...................................................38
         ------------      -----------------------------------
         Section 9.13      Federal and State Securities Law Compliance...........................................38
         ------------      -------------------------------------------

ARTICLE X Amendment and Termination..............................................................................39
-----------------------------------
         Section 10.1      Amendment.............................................................................39
         ------------      ---------
         Section 10.2      Termination...........................................................................39
         ------------      -----------
         Section 10.3      Termination Procedures................................................................39
         ------------      ----------------------
         Section 10.4      Limitation on Amendment or Termination................................................39
         ------------      --------------------------------------

ARTICLE XI Successors, Mergers and Plan Assets...................................................................41
----------------------------------------------
         Section 11.1      Successors............................................................................41
         ------------      ----------
         Section 11.2      Plan Mergers, Consolidations and Transfers............................................41
         ------------      ------------------------------------------
         Section 11.3      Plan Assets...........................................................................41
         ------------      -----------

ARTICLE XII Voting Company Stock.................................................................................42
--------------------------------
         Section 12.1      Matters Which Require Pass Through of Voting Rights...................................42
         ------------      ---------------------------------------------------
         Section 12.2      Confidential Procedure for Passing Through Voting Rights..............................42
         ------------      --------------------------------------------------------
         Section 12.3      Committee Direction of Trustee........................................................42
         ------------      ------------------------------
         Section 12.4      Tender Offers.........................................................................42
         ------------      -------------

ARTICLE XIII Diversification of Investment in Company Stock......................................................44
-----------------------------------------------------------
         Section 13.1      Election by Qualified Participant.....................................................44
         ------------      ---------------------------------
         Section 13.2      Method of Diversifying Investment.....................................................44
         ------------      ---------------------------------

ARTICLE XIV Participation By Affiliates..........................................................................47
---------------------------------------
         Section 14.1      Affiliate Participation...............................................................47
         ------------      -----------------------
         Section 14.2      Company Action Binding on Other Employers.............................................47
         ------------      -----------------------------------------

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

SUPPLEMENT B Top-Heavy Provisions...............................................................................B-1
---------------------------------
</TABLE>


                                      iii
<PAGE>

                                 MONROE BANCORP
                                 --------------
                          EMPLOYEE STOCK OWNERSHIP PLAN
                          -----------------------------
       (As Amended and Restated Generally Effective as of January 1, 2001)


                                   ARTICLE I
                                   ---------
                                  Introduction
                                  ------------

     Section 1.1 Purpose. The Monroe Bancorp Employee Stock Ownership Plan, (as
amended and restated generally effective as of January 1, 2001) (the "Plan") is
maintained by Monroe Bancorp (the "Company"). The Plan constitutes an employee
stock ownership plan as described in Section 4975(e)(7) of the Internal Revenue
Code of 1986, as amended (the "Code"), and Section 407(d)(6) of the Employee
Retirement Income Security Act of 1974 ("ERISA") which is intended to be a stock
bonus plan qualified under Code Section 401(a).

     The purposes of this Plan, as restated, are to enable eligible employees to
share in the growth and prosperity of the Company, to accumulate capital for
their future economic security, and to acquire stock ownership interests in the
Company. Consequently, Employer contributions to the Plan will be invested
primarily in qualifying employer securities, within the meaning of Code Section
4975(e)(8) and Section 407(d)(5) of ERISA, issued by the Company ("Company
Stock").

     The Plan is also designed to assist the Company in meeting some of its
corporate finance objectives. Accordingly, it may be used to:

     (a)  Provide an entity which may purchase Company Stock from time to time
          from shareholders or directly from the Company; and, if such stock is
          purchased directly from the Company, to provide the Company with
          additional capital;

     (b)  Provide eligible employees with beneficial ownership of Company Stock;
          and

     (c)  Receive loans (or other extensions of credit) to finance the
          acquisition of Company Stock, with such loans (or credit) secured
          primarily by a commitment by the Company to make (subject to the
          limitations in Section 4.10) Company contributions to the Trust in
          amounts sufficient to enable principal and interest on such loans to
          be repaid.

     Section 1.2 Effective Date. The Plan was originally established by the
Company effective January 1, 1985 (the "Original Effective Date"). The Plan was
amended and restated as of January 1, 1991. 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

                                       1
<PAGE>

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 12.1. 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 Sections 414(b), 414(c), 414(m) and
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
Benefits Committee (the "Committee"), as described in Article VIII, on the basis
of a "Plan Year" which is the 12-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:

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

     Term                                                      Plan Section
     ----                                                      ------------
     Account ..................................................    4.1
     Accounting Date...........................................    4.2
     Accounting Period.........................................    4.2
     Adverse Benefit Determination.............................    A-3
     Affiliate.................................................    1.3

                                       2
<PAGE>

     Aggregated Plan...........................................    B-5(a)
     Alternate Payee...........................................    9.12
     Annual Addition...........................................    4.10(b)
     Authorized Leave of Absence...............................    2.5(e)
     Beneficiary...............................................    7.10
     Benefit Claim.............................................    A-1
     Board.....................................................    3.1
     Claimaint.................................................    A-1
     Code......................................................    1.1
     Committee.................................................    1.4
     Company...................................................    1.1
     Company Contributions Account.............................    3.3
     Company Stock.............................................    1.1
     Company Stock Account.....................................    4.1(a)
     Compensation Cap..........................................    4.9
     Covered Employee..........................................    2.1(c)
     Determination Date........................................    B-2
     Direct Rollover...........................................    7.11
     Disability Claim..........................................    A-2
     Distributee...............................................    7.11
     Distribution Period.......................................    7.5
     Effective Date............................................    1.2
     Eligible Participant......................................    4.7
     Eligible Retirement Plan..................................    7.11
     Eligible Rollover Distribution............................    7.11
     Eligibility Period........................................    2.5(a)
     Employers.................................................    1.3
     Entry Date................................................    2.2
     ERISA.....................................................    1.1
     Highly Compensated Employee...............................    4.10(e)
     Hour of Service...........................................    2.5(b)
     Inactive Participant......................................    2.4
     Key Employee..............................................    B-3(a)
     Loan......................................................    6.1
     Married Participant.......................................    7.8
     Nonallocation Period......................................    4.6(b)
     Non-Key Employee..........................................    B-3(b)
     Normal Retirement Age.....................................    7.1
     Offer.....................................................    12.4
     One-Year Break in Service.................................    2.5(d)
     Original Effective Date...................................    1.2
     Other Investments Account.................................    4.1(b)
     Participant...............................................    2.2
     Plan......................................................    1.1
     Plan Termination Date.....................................    10.3
     Plan Year.................................................    1.4

                                       3
<PAGE>

     Predecessor Employer......................................    2.5(c)
     Qualified Domestic Relations Order........................    9.12
     Qualified Election Period.................................    13.1
     Qualified Participant.....................................    13.1
     Re-Balancing Date.........................................    4.12(a)(ii)
     Reemployed Participant....................................    7.3
     Regular Contribution......................................    3.1
     Remainder.................................................    7.4
     Separation Period.........................................    7.3
     Surviving Spouse..........................................    7.8(c)
     Thrift Plan...............................................    4.12(a)
     Top-Heavy Group...........................................    B-5(a)
     Top-Heavy Plan............................................    B-1
     Total and Permanent Disability............................    7.1
     Total Compensation........................................    4.9
     Trust.....................................................    1.5
     Trustee...................................................    1.5
     Vested Percentage.........................................    7.3
     Years of Service..........................................    7.3


                                       4
<PAGE>

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

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

     Section 2.1 Eligibility to Participate. Every individual 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 an
          individual 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 are negotiated in good faith by the Employer and
          that unit's bargaining representative, or (ii) any individual who is
          not classified as an employee of an Employer for purposes of the
          Employer's payroll records (including, without limitation, any
          independent contractor, any leased employee or other individual
          employed by or through a temporary help firm, employee leasing firm or
          professional employer organization), regardless of whether such
          individual is or is later determined to be a common law employee of
          the Employer.

     Section 2.2 Commencement of Participation. Subject to the conditions and
limitations of the Plan, an employee will become a "Participant" under the
following conditions. 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" 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 12.1. If an employee satisfies the
requirements of subsections 2.1(a) and (b) but is not a Covered Employee, he
will become a Participant in the Plan on the date he becomes a Covered Employee.

     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:

                                       5
<PAGE>

     (a)  An Inactive Participant will not share in any Regular Contributions,
          under Section 3.1 or Remainders, except as provided in Section 4.7.

     (b)  The Beneficiary of a deceased Participant cannot designate a
          Beneficiary under Section 7.10.

     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 (i) 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 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

                                       6
<PAGE>

          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 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 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. 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.

                                       7
<PAGE>

     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).

     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
                                  -----------

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

     Section 3.1 Regular Contributions. Subject to the conditions and
limitations of this Article III and Article IV, each Plan Year, an Employer may
contribute to the Trustee an amount designated as a "Regular Contribution" as
determined by the Board in its sole discretion. A Regular Contribution made by
an Employer under this Section 3.1 will be allocated to Eligible Participants in
accordance with Section 4.6(a).

     Regular Contributions may be paid to the Trust in cash or in whole shares
of Company Stock, as determined by the Board of Directors of the Company
("Board"). Such contributions may also be paid in cash in such amounts and at
such times (subject to the limits of Section 4.10), as may be needed to provide
the Trust with funds sufficient to pay when due any principal and interest
payments required by a Loan incurred by the Trustee pursuant to Article VI to
finance the acquisition of Company Stock, except to the extent that such
principal and interest payments have been satisfied by the Trust from cash
dividends paid with respect to Company Stock as provided in Section 4.12(b).

     Section 3.2 Limitations on Contributions. An Employer's contributions made
under Section 3.1 above for any taxable year of the Employer (that is, for a
Plan Year that begins 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 3.3 Payment of Contributions. Regular Contributions to be made
under Section 3.1 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. Unless otherwise determined by the Board in its discretion, any
contributions paid with respect to a Plan Year under this Section 3.3 will be
considered to have been paid on the last day of that year, regardless of when
actually paid to the Trustee. All Regular Contributions for a Plan Year will be
allocated to the Company Contributions Account when paid. As of the last day of
the Plan Year, amounts in the Company Contributions Account, including amounts
contributed after such last day, will be allocated to Participants' Accounts as
provided in Article IV. The "Company Contributions Account" is the account used
to reflect Company Stock and other assets held by the Trustee derived from
Regular Contributions to the Trust, prior to their allocation to the
Participants' Accounts in accordance with the provisions of Article IV. The
Company Contribution Account will not share in the net income (or loss) of the
Trust, as described in Section 4.3.


                                       9
<PAGE>

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

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

     Section 4.1 Individual Accounts. The Committee will create and maintain an
Account under the Plan on behalf of each Participant which will consist of the
following:

     (a)  A "Company Stock Account" to reflect the Participant's allocable share
          of Company Stock as provided in Section 4.4; and

     (b)  An "Other Investments Account" to reflect the Participant's allocable
          share of the Regular Contributions made in cash and not used to
          purchase Company Stock as provided in subsection 4.5(a).

     The Committee will also establish the suspense account referred to in
Section 5.4 if a Loan is incurred by the Trust. The Committee will maintain
records from which it can be determined the portion of each Other Investments
Account which at any time is available to meet obligations under a Loan in
accordance with Section 6.1 and the portion which is not so available. Unless
the context indicates otherwise, references to a Participant's "Account" mean
all accounts maintained in his name under the Plan.

     Section 4.2 Accounting Date. The term "Accounting Date" means each December
31, and any other date selected by the Committee, including those dates
described in Section 7.5(d) and 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 4.3 Account Adjustments. The Committee will adopt accounting
procedures for the purpose of making the allocations, valuations and adjustments
to Participants' Accounts provided for in this Article IV. Except as provided in
Treasury Regulation Section 54.49751(d), Company Stock acquired by the Plan will
be accounted for as provided under Treasury Regulation Section 1.402(a)-1(b);
allocations of Company Stock will be made separately for each class of stock;
and the Committee will maintain adequate records of the cost basis of all shares
of Company Stock allocated to each Participant's Company Stock Account. From
time to time, the Committee may modify the accounting procedures for the purpose
of achieving equitable and nondiscriminatory allocations among the Accounts of
Participants in accordance with the general concepts of the Plan and the
provisions of this Section 4.3. Valuations of Trust assets will be made at fair
market value, except that Company Stock will be valued by the Committee as
described in Section 5.2.

     The net income (or loss) of the Trust will be determined as of each
Accounting Date which coincides with the last day of the Plan Year. Prior to the
allocation of Regular Contributions and Remainders for the Plan Year ending on
such Accounting Date, each Participant's share of the net income (or loss) will
be allocated to his Other Investments Accounts, in the ratio which the adjusted
balance of each of his Other Investments Accounts on the prior Accounting Date
(reduced by the amount of any distributions, purchases of Company Stock, payment
of

                                       10
<PAGE>

principal and interest on any Loan to the extent allowed, or payment of expenses
therefrom during the Accounting Period) bears to the sum of such balances for
all Participants as of that date. For purposes of this Section 4.3, net income
(or loss) of the Trust will not include (i) Regular Contributions, (ii)
Remainders, (iii) unless otherwise provided in the Plan cash dividends on
Company Stock, (iv) stock dividends on Company Stock, or (v) any gains or losses
upon sales or exchanges of unallocated Company Stock, except in connection with
sales or exchanges carried out in connection with the termination of the Plan as
provided in Section 10.3. Cash dividends on Company Stock will be allocated as
provided in Section 4.12. Net income (or loss) attributable to (i) any
limitation account established under Section 4.10 and (ii) the Company
Contribution Account, will be allocated as set forth above and the limitation
account and the Company Contributions Account will not share in the allocation
of net income (or loss) of the Trust.

     Section 4.4 Company Stock Accounts. The Company Stock Accounts will be
invested by the Trustee as directed by the Committee. The Company Stock Account
maintained for each Participant will be credited with the Participant's
allocable share of the Company Stock (including fractional shares) (i) purchased
by the Trustee with Regular Contributions made in cash; (ii) contributed in kind
by the Employers under Section 3.1; (iii) allocated Remainders of Company Stock
as determined under Section 7.4; (iv) released from the suspense account
referred to in Section 5.4 due to payments on a Loan with the Employer's Regular
Contributions or from the Participant's Other Investments Account; (v)
attributable to cash dividends on shares of Company Stock which are used to pay
principal or interest on a Loan as determined under Section 6.2.; and (vi) from
stock dividends on Company Stock allocated to his Company Stock Account which
constitute his allocable share of Trust income. Company Stock acquired by the
Trust with the proceeds of a Loan will be allocated to the Company Stock
Accounts of Participants according to the method set forth in Section 4.6(a), as
the Company Stock is released from the suspense account as provided for in
Section 6.1.

     Section 4.5 Other Investments Accounts. The Other Investments Accounts will
be invested by the Trustee as directed by the Committee.

     (a)  Other Investments Account maintained for each Participant will be
          credited (or debited) with (i) the Participant's allocable share,
          determined under Section 4.6, of Regular Contributions made in cash
          and not used to purchase Company Stock and not used to make principal
          and interest payments on a Loan; (ii) Remainders in other than Company
          Stock; and (iii) its allocable share of the net income (or loss) of
          the Trust (other than stock dividends on Company Stock).

     (b)  Each Other Investments Account will be debited for its share of any
          cash payments for the acquisition of Company Stock for the benefit of
          Participants' Company Stock Accounts and for any payment of principal
          and interest on any Loan chargeable to Participants' Other Investments
          Accounts.

     Section 4.6 Allocation of Regular Contributions.

     (a)  Regular Contributions. Subject to the limitations of this Article IV,
          the Company Stock released from the suspense account referred to in
          Section 5.4 or held in the Company Contributions Account under the
          Plan, Regular Contributions, if any,

                                       11
<PAGE>

          which will not be invested in Company Stock and Remainders arising
          since the last day of the prior Plan Year, will be allocated, after
          the allocation of the net income (or loss) of the Trust for the Plan
          Year as provided in Section 4.3, as of the last day of such Plan Year
          (even though receipt of the Regular Contributions by the Trustee may
          take place before or after the close of such Plan Year). Such
          allocation will be made to the Company Stock Accounts and Other
          Investments Accounts, as the case may be, of all Eligible Participants
          (as defined in Section 4.7). Such allocation will be made to each
          Eligible Participant's Accounts in the proportion that the
          Participant's Total Compensation for that Plan Year bears to the Total
          Compensation of all Eligible Participants for that year; provided,
          however, in the case of a Participant who enters or leaves the Plan on
          a date other than the first day of the Plan Year, such Participant's
          Total Compensation will include only that Total Compensation paid to
          the Participant on and after becoming and while he is a Participant.

     (b)  Nonallocation Requirements. Effective with respect to sales of Company
          Stock to the Plan after October 22, 1986, no portion of the assets of
          the Plan attributable to (or allocable in lieu of) Company Stock
          acquired by the Plan in a sale to which Code Section 1042 applies may
          accrue (or may be allocated directly or indirectly under any other
          plan of the Company which meets the requirements of Code Section
          401(a)) (i) during the Nonallocation Period, for the benefit of (A)
          any taxpayer who makes an election under Code Section 1042(a) with
          respect to Company Stock or (B) any individual who is related to the
          taxpayer (within the meaning of Code Section 267(b)); or (ii) for the
          benefit of any other person who owns (after the application of Code
          Section 318(a) without regard to the employee trust exception in Code
          Section 318(a)(2)(B)(i)) more than 25 percent of (A) any class of
          outstanding stock of the Company or of any corporation which is a
          member of the same controlled group of corporations with the Company
          (within the meaning of Code Section 409(l)(4)) or (B) the total value
          of any class of outstanding stock of the Company or any such
          corporation.

          (1)  For purposes of this subsection (b),

               (A)  The term "Nonallocation Period" means the period beginning
                    on the date of the sale of Company Stock to the Plan and
                    ending on the later of the date which is ten years after the
                    effective date of such sale or the date of the allocation of
                    Company Stock under this Section 4.6 attributable to the
                    final payment of the Loan incurred in connection with such
                    sale.

               (B)  A person will not be treated as a more than 25 percent
                    shareholder if such person does not own, under the
                    provisions of Code Section 318 specified in subsection
                    (b)(ii), at any time during the one-year period ending on
                    the date of the sale of Company Stock to the Plan or on the
                    effective date of the allocation of Company Stock to the
                    Company Stock Accounts of Participants under the Plan, more
                    than 25 percent of the stock described in subsection
                    (b)(ii)(A) and (B).

                                       12
<PAGE>

          (2)  The provisions of subsection (b) regarding the nonallocation of
               Company Stock to certain individuals who are related to a
               taxpayer who makes an election under Code Section 1042(a) with
               respect to Company Stock, will not apply to an employee if:

               (A)  such employee is a lineal descendent of the taxpayer; and

               (B)  the aggregate fair market value, determined under Section
                    5.2, of Company Stock allocated under the Plan to the
                    Company Stock Accounts of all such lineal descendants during
                    the Nonallocation Period, does not exceed more than five
                    percent of the Company Stock (or amounts allocated in lieu
                    thereof) held by the Plan which are attributable to a sale
                    to the Plan by any person related to such descendants
                    (within the meaning of Code Section 267(c)(4)) in a
                    transaction to which Code Section 1042 applied.

     Section 4.7 Eligible Participants. 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 7.1) or after reaching his Normal
          Retirement Age.

     (c)  For any Plan Year in which the number of nonhighly compensated
          employees benefiting under the Plan (as determined under Treasury
          Regulation Section 1.410(b)) would fall below the number required to
          benefit under the Plan under Code Section 410(b), the term "Eligible
          Participant" will include any nonhighly compensated Participant who
          was employed by an Employer during the Plan Year and was credited with
          500 or more Hours of Service for that year.

     Section 4.8 Allocation of Remainders. As of each December 31st Accounting
Date, the amount of a Participant's Account forfeited under the Plan, if any,
will, subject to any restoration allocation required under Section 7.4, be added
to the Employer's Regular Contribution for the Plan Year in which the forfeiture
occurs and allocated to all Eligible Participants in the same manner as the
Regular Contribution. The Committee will continue to hold the undistributed,
non-vested portion of a terminated Participant's Account solely for his benefit
until a forfeiture occurs at the time specified in Section 7.4.

     Section 4.9 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), and the amount that was not

                                       13
<PAGE>

reported as taxable income on Form W-2 as a result of an election made by the
Participant under a plan maintained by the Employer under Code Sections 125 and
401(k) or by reason of Code Section 132(f)(4). Total Compensation will not
include any salary reduction contribution under the Monroe Bancorp Executives'
Deferred Compensation Plan or (b) any amounts paid to Participants during a Plan
Year under the "Quality Award Program" sponsored by the Company. 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 the sum of (i) $200,000 and (ii) any
adjustments permitted under Code Section 401(a)(17)(B) as determined under Code
Section 415(d). Effective as of January 1, 1997, the family aggregation rules
previously required by Code Section 414(q)(6) do not apply. Annual compensation
means compensation paid during the Plan Year. The cost-of-living adjustment
under Section 401(a)(17)(B) of the Code in effect for a calendar year applies to
annual compensation for the Plan Year that begins with such calendar year.

     For purposes of determining whether the Plan discriminates in favor of
Highly Compensated Employees (as defined in Section 4.10(e)), "Compensation"
means compensation as defined in Code Section 415(c)(3), 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 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 4.10 Maximum Additions.

     (a)  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) for the Plan Year, including, effective January 1,
          1998, amounts contributed by or deferred by the Employer at the
          election of the Participant that are excluded from the Participant's
          income by reason of Code Sections 401(k), 125 or 132(f)(4) 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.

     (b)  The term "Annual Addition" means the sum of the Regular Contributions
          and Remainders 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 any Employer
          contributions, employee contributions, forfeitures and allocations
          made on behalf of a Participant to an individual medical 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).

                                       14
<PAGE>

     (c)  In any Plan Year in which there is a Loan in effect and the Employer
          makes contributions to the Plan for the purposes of making payments of
          principal and interest on the Loan which are due that year, the amount
          of the Annual Additions of each Participant who is entitled to receive
          an allocation of Annual Additions will be calculated on the basis of
          whichever of the following methods results in a lesser Annual Addition
          to the Participant: (i) on the actual amount of contributions credited
          to the Participant's Accounts for the year; or (ii) on the amount of
          contributions credited to the Participant's Other Investments Account
          with respect to amounts invested in assets other than Company Stock
          and on the basis of the fair market value of Company Stock released
          from the suspense account and credited to the Participant's Company
          Stock Account for the Plan Year. Provided, however, shares of Company
          Stock which are not acquired by the Plan with the proceeds of a Loan
          will be calculated solely on the basis of the fair market value of
          such shares.

     (d)  Notwithstanding the other provisions of this Section 4.10, if no more
          than one-third of the Regular Contributions for a Plan Year which are
          deductible as principal or interest payments on a Loan pursuant to the
          provisions of Code Section 404(a)(9), are allocated to Highly
          Compensated Employees, then the limitations imposed by this Section
          4.10 will not apply to:

          (i)  Remainders of Company Stock under the Plan if the Company Stock
               was acquired with the proceeds of a Loan; or

          (ii) Regular Contributions which are deductible as interest payments
               on a Loan under Code Section 404(a)(9)(B) and charged against a
               Participant's account.

     (e)  For purposes of this Section 4.10, effective January 1, 1997, a
          "Highly Compensated Employee" means an individual described in Code
          Section 414(q), which includes an employee who:

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

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

     (f)  If an Annual Addition exceeds the applicable limitation of this
          Section 4.10 due to a reasonable error in estimating a Participant's
          Total Compensation under the Plan or due to an allocation of
          Remainders, the excess will be held unallocated in a limitation
          account until it is used to reduce future contributions of the
          Participant's Employer under Section 3.1 in the next Plan Year and
          each succeeding Plan Year, if necessary. The excess will first reduce
          Other Investments Accounts and, second, if necessary, reduce Company
          Stock Accounts. If a limitation account is in existence at any time
          during the Plan Year

                                       15
<PAGE>

          pursuant to this Section 4.10, it will not participate in the
          allocation of the Trust's income or investment gains and losses. Upon
          termination of the Plan, any amounts held in the limitation account at
          the time of termination will revert to the Employers.

     Section 4.11 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.

     Section 4.12 Cash Dividends on Company Stock. Cash dividends received by
the Trustee on Company Stock held by the Plan may be utilized in one or a
combination of the following four ways, in the sole discretion of the Trustee.

     (a)  Distribution to Participants. All or any part of such dividend may be
          distributed to Participants (and Inactive Participants or
          Beneficiaries as provided below) who have not received a distribution
          (or a deemed distribution due to termination employment prior to
          becoming vested) of their Accounts and who are entitled to receive an
          allocation of Trust income in accordance with the provisions of
          Section 4.3 on the payment date of such dividend, in a
          non-discriminatory manner; provided, however, that any current payment
          determined by the Trustee to be paid to such Participants in cash must
          be paid directly to Participants or paid to the Trustee and
          distributed in cash by the Trustee to those Participants to whom, in
          accordance with the provisions of this subsection 4.12(a), such
          dividend is to be distributed, not later than 90 days after the close
          of the Plan Year in which the dividend is paid. Provided, further,
          effective for cash dividends paid on or after December 31, 2001, a
          Participant will receive an allocation of cash dividends only with
          respect to shares of Company Stock allocated to his Company Stock
          Account, as of the dates indicated below:

          (i)  If the dividend payment date precedes the Re-Balancing Date, as
               of the December 31 Accounting Date which coincides with or
               immediately precedes the payment date and only if the Participant
               had a Company Stock Account balance on both the Accounting Date
               and the payment date.

          (ii) If the dividend payment date coincides with or follows the
               Re-Balancing Date, as of the Re-Balancing Date which coincides
               with or immediately precedes the payment date and only if the
               Participant had a Company Stock Account balance on both the
               Re-Balancing Date and the payment date.

                                       16
<PAGE>

          The term "Re-Balancing Date" means each June 30 as of which date each
          Participant's Account will be updated to reflect distributions under
          Article VII, diversification elections under Article XIII and any
          other activity that, since the preceding January 1, caused a change in
          the balance of the Participant's Company Stock and/or Other Investment
          Account.

          Dividends paid with respect to Company Stock that has not been, or is
          not treated as, allocated to Participants' Company Stock Accounts and
          dividends paid with respect to Company Stock held in the Company Stock
          Accounts of Participants who have terminated employment and who are
          not vested in their Accounts, will be distributed or allocated as of
          each dividend payment date to the Other Investments Account of (A)
          Participants who are employees on the payment date and who have an
          Account balance on such date and (B) Participants who have terminated
          employment during the Plan Year containing the payment date and are
          100 percent vested in an Account balance that remains in the Plan on
          such date. Such distribution or allocation will be made to each
          Participant in the ratio that such Participant's Total Compensation
          for the Plan Year ending on or immediately preceding the payment date
          for such dividend bears to the Total Compensation for such year of all
          other Participants eligible to receive an allocation or distribution
          of such dividend.

          Any payment of a cash dividend to a Participant on shares of Company
          Stock that is made under this subsection (a) will be accounted for as
          if the Participant receiving such dividend was the direct owner of
          such shares and such payment will not be treated as a distribution
          under the Plan.

          It is noted that, under the Monroe Bancorp Thrift Plan ("Thrift
          Plan"), effective for cash dividends paid on or after December 31,
          2001, unless a Participant properly elects otherwise, he is deemed to
          automatically elect to increase, on a dollar-for-dollar basis
          (expressed as a dollar amount or a percentage of Total Compensation),
          his compensation deferral contributions under the Thrift Plan in an
          amount equal to the cash dividends distributed to the Participant
          under this subsection (a). It is also noted that such increased
          compensation deferral contributions are subject to the limits thereon
          imposed by Code Sections 402(g), 401(k) and 415. To the extent any of
          these limitations would otherwise apply, the increase in the
          compensation deferral contributions will stop and the corresponding
          amount which would otherwise be distributable under this subsection
          (a) will be allocated to the Participant's Other Investments Account
          in accordance with the provisions of subsection (c).

          To the extent a Participant properly elects not to have his
          compensation deferral contributions automatically increased under the
          Thrift Plan, the dividends allocable to such Participant under this
          subsection 4.12(a) will be distributed to the Participant and his
          compensation deferral contributions under the Thrift Plan will not be
          increased.

                                       17
<PAGE>

          At no time during the dividend distribution/compensation deferral
          increase procedure will the Employer exercise control over such
          dividends. The Trustee will at all times exercise control over such
          dividends. The Employer's participation in such procedure will be
          limited to complying with the Participant's election not to have
          increased compensation deferrals.

     (b)  Loan Payments. To the extent cash dividends are attributable to shares
          of Company Stock that are held in the suspense account referred to in
          Section 5.4 on the payment date of a dividend, all or any part of such
          dividend may be utilized to pay principal or interest on the Loan
          which was incurred by the Trustee to purchase the shares of Company
          Stock on which the dividend was paid. Any shares of Company Stock
          released from the suspense account which are attributable to cash
          dividends on Company Stock held in the suspense account and utilized
          to pay principal or interest on a Loan will be allocated to the
          Company Stock Account of a Participant in the same manner as the
          Company's Regular Contribution, as provided in subsection 4.6(a). Such
          allocations to Participants' Company Stock Accounts will be made as of
          the Accounting Date which immediately follows the payment date of such
          dividend. Cash dividends on shares of Company Stock which have been
          allocated to the Company Stock Accounts of Participants on the payment
          date of such dividend may be utilized to pay principal or interest on
          a Loan only if the Company Stock Accounts of the Participants to which
          such dividend would have been allocated receive an allocation of
          Company Stock with a fair market value, as determined in accordance
          with Section 5.2, that is not less than the amount of the dividend
          that would have been allocated to such Participants' Accounts but for
          the Loan repayment.

     (c)  Other Investments Accounts. To the extent shares of Company Stock have
          been allocated to Participants' Company Stock Accounts on the payment
          date of a dividend, all or any part of the dividend paid with respect
          to such shares may be allocated to Participants' corresponding Other
          Investments Accounts as of the date on which the dividend is paid. To
          the extent shares of Company Stock have not been allocated to
          Participants' Company Stock Accounts on the payment date of such
          dividend, all or any portion of such dividend may be allocated to
          Participants' Other Investments Accounts in proportion to the value of
          each such Account determined as of the most recent Accounting Date as
          a percentage of the value of the total Account balances of all
          Participants. Provided, however, such allocation will be subject to
          the requirements of Code Section 401(a)(4). In the event an allocation
          would not satisfy the requirements of the preceding sentence, the
          Committee will, on a nondiscriminatory basis, adjust the allocation to
          the extent necessary to satisfy the requirements of Code Section
          401(a)(4).

     (d)  Payment of Plan Administration Expenses. To pay expenses of
          administering the Plan and Trust in accordance with Section 8.11 of
          the Plan and Sections 2.2 and 2.3 of the Trust agreement, whether or
          not such dividends have been allocated to Participants' Other
          Investments Accounts.

                                       18
<PAGE>

     Section 4.13 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.










                                       19
<PAGE>

                                   ARTICLE V
                                   ---------

                           Investment of Trust Assets
                           --------------------------

     Section 5.1 Investments. The Trust will be invested by the Trustee as
provided in the Trust agreement. Subject to the provisions of Article XIII, the
Trust will be invested primarily in Company Stock. The Committee may assign to
the Trustee an option to acquire shares of Company Stock on such terms and
conditions as the Committee and Trustee will determine; provided, however, under
no circumstances will the Trustee be obligated to accept such an assignment. The
Trust may then be used to acquire shares of Company Stock from Company
shareholders (including former Participants) or from the Company. Except to the
extent otherwise provided in the Trust agreement, all investments will be made
by the Trustee upon the direction of the Committee, provided, however, the
Committee has the authority to delegate all or any part of its investment
discretion under the Plan to the Trustee or to an investment manager, in a
written instrument which, to be effective and binding upon the Trustee or an
investment manager, must be accepted in writing by the Trustee or investment
manager. The Committee may direct, subject to the provisions of Article XIII,
that the entire Trust Fund assets be invested and held in Company Stock.
Notwithstanding the foregoing, in no event will the Trust hold shares of Company
Stock if and to the extent such investment would violate any provision of ERISA
or the Code or is determined to be imprudent by the Committee or Trustee.

     Section 5.2 Purchase of Company Stock. All purchases of Company Stock by
the Trust will be made at a price, or at prices, which, in the judgment of the
Committee, do not exceed the fair market value of such Company Stock. The
determination of fair market value of Company Stock for all purposes under the
Plan will be made by the Committee, which will consider the following criteria:

     (a)  Any current and historical practices which have been consistently and
          uniformly utilized to value Company Stock in sales transactions
          between the Company and the stockholders, or among and between
          stockholders;

     (b)  Any agreements, restrictions or limitations with respect to or imposed
          upon the sale or transfer of Company Stock which establish or
          stipulate the price at which the Company or Trust may or must purchase
          such stock under the provisions of the Articles of Incorporation or
          By-Laws of the Company, or written agreements, including, but not
          limited to, buy-sell or redemption agreements; provided the same or
          similar restrictions are applicable to substantially all of the
          outstanding Company Stock and are uniformly and consistently complied
          with;

     (c)  Such other information concerning the Company and its condition and
          prospects, financial and otherwise, generally used in the
          determination of the fair market value of corporate stock of
          comparable public or private companies engaged in the same or similar
          industries, by independent investment analysts recognized as having
          expertise in rendering such evaluations;

                                       20
<PAGE>

     (d)  Such other evaluation techniques, such as use of capitalization
          ratios, deemed appropriate by the Committee and executed by
          independent and recognized analysts having expertise in rendering such
          evaluations; and

     (e)  Effective with respect to shares of Company Stock acquired by the Plan
          after December 31, 1986, if Company Stock is not readily tradable on
          an established securities market, with respect to activities carried
          on by the Plan, all valuations of Company Stock will be made by an
          independent appraiser meeting requirements similar to those contained
          in the Treasury Regulations promulgated under Code Section 170(a)(1).
          All such appraisals will satisfy the requirements of the Department of
          Labor Regulations promulgated under Section 3(18) of ERISA. The
          Committee has the exclusive responsibility for selecting the
          independent appraiser.

     Section 5.3 Sale of Company Stock. The Trustee may sell or resell shares of
Company Stock to any person, including the Company, provided that any such sales
to any disqualified person, as defined in Code Section 4975(e)(2), or any party
in interest, as defined in Section 3(14) of ERISA, including the Company, will
be made at no less than the fair market value thereof on the date of such
purchase or sale, as determined by the Committee and Trustee under Section 5.2,
and no commission is charged with respect to such transaction. Any such
transaction will be made in conformance with Section 408(e) of ERISA and the
Department of Labor Regulations promulgated thereunder. Such sales to the
Company may be made by the Trustee to satisfy the Plan's need for liquidity
under Section 13.2, regarding the diversification of a Qualified Participant's
Company Stock Account. All sales of Company Stock (except Company Stock held in
the suspense account referred to in Section 5.4 or the Company Contributions
Account) by the Trustee will be charged pro rata to the corresponding Company
Stock Accounts of Participants.

     Section 5.4 Suspense Account. Company Stock purchased with the proceeds of
a Loan will be held in a suspense account pending release and reallocation to
other accounts as the Loan is paid. Company Stock purchased with amounts
allocated to Participants' Other Investments Accounts will immediately upon
purchase be credited pro rata to the corresponding Participants' Company Stock
Accounts.

                                       21
<PAGE>

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

                                  Exempt Loans
                                  ------------

     Section 6.1 Loans. The Committee may direct the Trustee to obtain Loans.
"Loan" means any loan, extension of credit or purchase money transaction, as
described in Code Section 4975(d)(3) and Treasury Regulation Section
54.4975-7(b)(1)(iii), to the Trustee which is made or guaranteed by a
disqualified person (within the meaning of Code Section 4975(e)(2)), including,
but not limited to, a direct loan of cash, a purchase money transaction, an
assumption of an obligation of the Trustee, an unsecured guarantee, or the use
of assets of a disqualified person (within the meaning of Code Section
4975(e)(2)) as collateral for a loan. Any such Loan will be used primarily for
the benefit of Participants and their Beneficiaries. The proceeds, if any, of
any such Loan will be used, within a reasonable time after the Loan is obtained,
only to purchase Company Stock, repay the Loan, or repay any prior Loan. Any
such Loan will provide for no more than a reasonable rate of interest (as
determined under Treasury Regulation Section 54.4975-7(b)(7)) and must be
without recourse against the Plan. The number of years to maturity under the
Loan must be definitely ascertainable at all times. The only assets of the Plan
that may be given as collateral on a Loan are shares of Company Stock acquired
with the proceeds of the Loan and shares of Company Stock that were used as
collateral on a prior Loan repaid with the proceeds of the current Loan. Such
Company Stock so pledged will be placed in the suspense account provided for in
Section 5.4. No person entitled to payment under a Loan will have recourse
against Trust assets other than such collateral, contributions (other than
contributions of Company Stock) that are available under the Plan to meet
obligations under the Loan, and earnings attributable to such collateral and the
investment of such contributions. Subject to the limitations of Code Section
404, all Regular Contributions paid during the Plan Year in which a Loan is made
(whether before or after the date the proceeds of the Loan are received), all
Regular Contributions paid thereafter until the Loan has been repaid in full,
all earnings from the investment of such Regular Contributions, and all cash
dividends on shares of Company Stock without regard to whether such cash
dividends has been allocated to Participant's accounts, will be available to
meet obligations under the Loan as such obligations accrue, or prior to the time
such obligations accrue, unless otherwise provided by the Company at the time
any such contribution is made or, with respect to cash dividends on Company
Stock, unless otherwise determined by the Committee in its discretion. Any
pledge of Company Stock must provide for the release of shares so pledged upon
the payment of any portion of the Loan. The number of shares to be released will
be determined by the Committee under whichever of the following two methods is
permissible based upon the terms of the Loan:

     (a)  If the Loan provides annual payments of principal and interest at a
          cumulative rate that is not less rapid at any time than level annual
          payments of principal and interest over ten years, then for each Plan
          Year during the duration of the Loan, the number of shares of Company
          Stock released from such pledge will equal the number of encumbered
          securities held immediately before release for the current Plan Year
          multiplied by a fraction. The numerator of the fraction is the
          principal paid for such Plan Year. The denominator of the fraction is
          the sum of the numerator plus the principal to be paid for all future
          years. Such years will be determined without taking into account any
          possible extension or renewal periods. If the collateral includes more
          than one class of Company Stock, the number of

                                       22
<PAGE>

          shares of each class to be released for a Plan Year must be determined
          by applying the same fraction to each class. To the extent that the
          net proceeds received by the Plan in respect of any Loan exceed the
          stated principal amount of the Loan, that portion of any interest
          payment that would be deemed to be a repayment of principal under
          standard loan amortization tables will be treated as principal paid or
          principal to be paid, as the case may be, for purposes of the above
          calculation. This subsection (a) will not be applicable to a Loan from
          the time that, by reason of a renewal, extension, or refinancing, the
          sum of the expired duration of the Loan, the renewal period, the
          extension period and the duration of a new Loan exceeds ten years.

     (b)  If the Loan does not satisfy the conditions stated in subsection (a),
          then for each Plan Year during the duration of the Loan, the number of
          shares of Company Stock released from such pledge will equal the
          number of encumbered securities held immediately before release for
          the current Plan Year multiplied by a fraction. The numerator of the
          fraction is the sum of principal and interest paid in such Plan Year.
          The denominator of the fraction is the sum of the numerator plus the
          principal and interest to be paid for all future years. Such years
          will be determined without taking into account any possible extensions
          or renewal periods. If interest on any Loan is variable, the interest
          to be paid in future years under the Loan will be computed by using
          the interest rate applicable as of the end of the Plan Year. If the
          collateral includes more than one class of Company Stock, the number
          of shares of each class to be released for a Plan Year must be
          determined by applying the same fraction to each class. Should a Loan
          initially satisfying the conditions stated in subsection (a) at some
          subsequent date cease to satisfy the conditions of such subsection, by
          reason of a renewal, extension, or refinancing of the Loan, then
          subsection (b) will be applied in determining the shares released upon
          payment of any principal or interest after such date.

     Section 6.2 Loan Payments.

     (a)  Payments of principal and interest on any Loan during a Plan Year may
          be made by the Trustee (as directed by the Committee) from (i) Regular
          Contributions to the Trust made to meet the Plan's obligation under a
          Loan (other than contributions of Company Stock) and from any earnings
          attributable to Company Stock held as collateral for a Loan and
          investments of such contributions (both received during or prior to
          the Plan Year); (ii) amounts allocated to Participants' Other
          Investments Accounts; (iii) the proceeds of a subsequent Loan made to
          repay a prior Loan; (iv) the proceeds of the sale of any Company Stock
          held as collateral for a Loan; and (v) pursuant to Treasury Regulation
          Section 54.497511(d)(3), cash dividends on Company Stock acquired with
          the proceeds of the Loan and held, on the record date for such
          dividends, in the Company Stock Accounts, the Company Contribution
          Account and in the suspense account provided for in Section 5.4 (to
          the extent not distributed to Participants under Section 4.12 or
          allocated as income of the Plan under Section 4.3). Such contributions
          and earnings will be accounted for separately by the Plan until the
          Loan is repaid.

                                       23
<PAGE>

     (b)  Company Stock released by reason of the payment of principal or
          interest on a Loan from amounts allocated to Participants' Other
          Investments Accounts or the Company Contributions Account will
          immediately upon payment be allocated as set forth in Article IV to
          the corresponding Participants' Company Stock Accounts or the Company
          Contributions Account.

     (c)  The Company will contribute to the Trust sufficient amounts to enable
          the Trust to pay principal and interest on any such Loans as they come
          due; provided, however, that no such contribution will exceed the
          limitations contained in Section 4.10 and prior to January 1, 2000,
          Section 4.11. In the event that such contributions, by reason of the
          limitations in Sections 4.10 and 4.11, are insufficient to enable the
          Trust to pay principal and interest on such Loan as it is due, then
          upon the Trustee's request the Company will:

          (i)  Make a Loan to the Trust as described in Treasury Regulation
               Section 54.4975-7(b)(4)(iii), in sufficient amounts to meet such
               principal and interest payments. Such new Loan will also meet all
               requirements of an "exempt loan" within the meaning of Treasury
               Regulation Section 54.4975-7(b)(1)(iii) and will be subordinated
               to the prior Loan. Company Stock released from the pledge of the
               prior Loan will be pledged as collateral to secure the new Loan.
               Such Company Stock will be released from this new pledge and
               allocated to the Company Stock Accounts of the Participants in
               accordance with applicable provisions of the Plan;

          (ii) Purchase any Company Stock pledged as collateral in an amount
               necessary to provide the Trustee with sufficient funds to meet
               the principal and interest repayments. Any such sale by the Plan
               must meet the requirements of Section 408(e) of ERISA and the
               Department of Labor Regulations promulgated thereunder; or

          (iii) Any combination of the foregoing. However, the Company will not,
               pursuant to the provisions of this subsection, do, fail to do, or
               cause to be done any act or thing which would result in a
               disqualification of the Plan as an employee stock ownership plan
               under the Code.

     (d)  Except as provided in Section 6.3 and 6.5, and notwithstanding any
          amendment to or termination of the Plan which causes it to cease to
          qualify as an employee stock ownership plan within the meaning of Code
          Section 4975(e)(7), or any repayment of a Loan, no shares of Company
          Stock acquired with the proceeds of a Loan obtained by the Trust to
          purchase Company Stock may be subject to a put, call or other option,
          or buy-sell or similar arrangement while such shares are held by and
          when distributed by the Plan.

     (e)  Notwithstanding any provision of the Plan to the contrary, in the
          event the Plan is terminated, any shares of Company Stock pledged as
          collateral for a Loan and held in the suspense account provided for in
          Section 5.4 (or the proceeds of the sale of such Company Stock) will
          be applied to repay the outstanding balance of

                                       24
<PAGE>

          the Loan. Any shares of Company Stock or cash proceeds from the sale
          thereof which remain in the suspense account after repayment of the
          Loan will be allocated to Participants who are actively employed on
          the effective date of termination of the Plan in the ratio that the
          adjusted balance of each eligible Participant's Company Stock and
          Other Investments Accounts bears to the adjusted balance of the
          Company Stock and Other Investments Accounts of all Participants
          entitled to share in such allocation. Provided, however, such
          allocation will be subject to the requirements of Code Section
          401(a)(4) and the regulations promulgated thereunder. In the event an
          allocation would not satisfy the requirements of the preceding
          sentence, the Committee will, on a nondiscriminatory basis, adjust the
          allocation to the extent necessary to satisfy the requirements of Code
          Section 401(a)(4). Such ratio will be calculated after completion of
          the allocations prescribed in Article IV for the Plan Year in which
          the effective date of the termination of the Plan occurs and the
          completion of any subsequent allocations in succeeding Plan Years.

     Section 6.3 Put Option. All shares of Company Stock acquired by the Plan
will be subject to a "put" option at the time of distribution, provided that at
such time the shares are not publicly traded within the meaning of Treasury
Regulation Section 54.4975-7(b)(1)(iv), or subject to a trading restriction
within the meaning of Treasury Regulation Section 54.4975-7(b)(10). The "put"
option will be exercisable by the Participant or his Beneficiary, by the donees
of either, or by a person (including an estate or its distributee) to whom the
Company Stock passes by reason of the Participant's or Beneficiary's death. The
"put" option will provide that, for a period of 60 days after such shares are
distributed, the holder of the option has the right to cause the Company, by
notifying it in writing, to purchase such shares at their fair market value, as
determined by the Committee, in accordance with Treasury Regulation Section
54.4975-11(d)(5). Provided, however, that if the holder of such "put" option
will not exercise such option within such 60 day period, an additional exercise
period of 60 days will be available during the Plan Year following the Plan Year
in which the distribution was made after the new valuation of Company Stock has
been determined and communicated to the holder of the option. The Committee may
give the Trustee the option to assume the rights and obligations of the Company
at the time the "put" option is exercised, insofar as the repurchase of Company
Stock is concerned. The period during which the "put" option is exercisable will
not include any period during which the holder is unable to exercise such "put"
option because the Company is prohibited from honoring it by federal or state
law. The terms of payment for the purchase of such shares of Company Stock will
be as set forth in the "put" option and may be either in a single sum or in
installments, as determined by the Committee and uniformly applied. An
installment payment in connection with such "put" option will:

     (a)  Be adequately secured, as determined by the Committee;

     (b)  Bear a reasonable rate of interest, as determined by the Committee;

     (c)  Require equal annual payments;

     (d)  If the distribution constitutes a distribution to a Participant or
          Beneficiary, within one taxable year of the recipient, of the entire
          balance of the Participant's

                                       25
<PAGE>

          Accounts under the Plan, payment of the fair market value of a
          Participant's Company Stock Account balance will be made in five
          substantially equal annual payments. The first installment will not be
          paid later than 30 days after the Participant exercises the "put"
          option; and

     (e)  In all respects satisfy the requirements of Code Section 409(h) and
          Treasury Regulation Section 54.4975-7(b)(12).

     If the distribution does not constitute a distribution to a Participant or
Beneficiary, within one taxable year of the recipient, of the entire balance of
the Participant's Accounts under the Plan, the Plan will pay the Participant an
amount equal to the fair market value of the Company Stock repurchased no later
than 30 days after the Participant exercises the "put" option. The provisions of
this Section 6.3 will apply to all shares of Company Stock acquired by the Plan.

     Section 6.4 Continuation of Rights of Put Option. The rights set forth in
Section 6.2(d) and the "put" option provided for by Section 6.3 are
nonterminable and will continue to apply to shares of Company Stock purchased by
the Trustee with the proceeds of a Loan as described herein or to shares of
Company Stock distributed hereunder notwithstanding the repayment of the Loan or
any amendment to, or termination of, this Plan which causes the Plan to cease to
be an employee stock ownership plan within the meaning of Code Section
4975(e)(7).

     Section 6.5 Right of First Refusal. Shares of Company Stock, if any,
distributed by the Trustee pursuant to Article VII may, in the discretion of the
Committee, be subject to a "right of first refusal." Such a "right" will provide
that, prior to any subsequent transfer, the shares must first be offered in
writing to the Trust and then, if refused by the Trust, to the Company at a
price equal to the greater of (i) the then fair market value of such shares of
Company Stock, as determined by the Committee in accordance with Treasury
Regulation Section 54.4975-11(d)(5); or (ii) the purchase price offered by a
buyer, other than the Company or Trustee, making a good faith offer (as
determined by the Committee) to purchase such shares of Company Stock. The Trust
or the Company, as the case may be, may accept the offer as to part or all of
the Company Stock at any time during a period not exceeding 14 days after
receipt of such offer by the Trust, on terms and conditions no less favorable to
the shareholder than those offered by the independent third party buyer. Any
installment purchase will be made pursuant to a note secured by the shares
purchased and will bear a reasonable rate of interest as determined by the
Committee. If the offer is not accepted by the Trust, the Company, or both, then
the proposed transfer may be completed within a reasonable period following the
end of the14 day period, but only upon terms and conditions no less favorable to
the shareholder than the terms and conditions of the third party buyer's prior
offer. Shares of Company Stock which are publicly traded within the meaning of
Treasury Regulation Section 54.4975-7(b)(1)(iv) at the time such right may
otherwise be exercised will not be subject to this "right of first refusal."

                                       26
<PAGE>

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

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

     Section 7.1 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 VII.

     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 such
Act. A minimal level of earnings in restricted activity during any period of
disability will 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 7.2 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 VII after receipt by the
Committee of acceptable proof of death.

     Section 7.3 Resignation or Dismissal. If a Participant's employment with
all of the Affiliates terminates prior to his Normal Retirement Age and for a
reason other than his death or Total and Permanent Disability, the Participant
will be entitled to receive the "Vested Percentage" of his Accounts,
distributable in accordance with this Article VII. The Vested Percentage of a
Participant's Accounts 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(b)). 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:

          (i)  Had no vested right to any amount in his Accounts prior to the
               Separation Period; and

                                       27
<PAGE>

          (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 Accounts 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 7.4 Remainders and Reinstatement of Remainders. The portion of a
Participant's Account that is not distributable to the Participant or his
Beneficiary under Section 7.3 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. Forfeited amounts will be added to the Regular Contribution and
allocated to Participants eligible to share in the Regular Contribution 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 forfeited amount will be credited to his
Accounts 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). The
Participant's Accounts will be restored to the same dollar amount as the dollar
amount of such Accounts on the last day of the Plan Year, or other applicable
Accounting Date, immediately preceding the date of his termination of
employment. To complete such restoration, the Committee will allocate to the
Participant's Company Stock Account shares of Company Stock attributable to the
forfeited amount (if such forfeited amount was not held by the Plan in the form
of Company Stock) determined as of the date specified for restoration in the
preceding sentence. Forfeited amounts that are to be credited to the
Participant's Accounts under the preceding sentences will be drawn from (and
thus reduce): first, forfeited amounts to be allocated as of that date under
this Section 7.4; second, any income and gains of the Trust fund to be credited
as of that date under subsection 4.3; 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 forfeited amounts under this Section 7.4.

     Section 7.5 Payment of Benefits. Except as otherwise provided in this
Article VII, payment of a Participant's vested Accounts will be made within a
reasonable time (and effective January 1, 2002, within the period beginning on
the April 1 and ending on the June 29 (the "Distribution Period")) after the
December 31 Accounting Date coinciding with or next following the Participant's
termination of employment, 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 7.1, 7.2 or

                                       28
<PAGE>

7.3. A Participant must consent, in writing, to any distribution required under
this Section 7.5 if the present value of the vested portion of the Participant's
Accounts at the time of the distribution to the Participant exceeds, effective
January 1, 1998, $5,000 and the Participant has not attained Normal Retirement
Age.

     (a)  Retirement, Death or Disability. In the case of a Participant who
          terminates employment with all of the Employers as a result of his
          death or Total and Permanent Disability or after attaining his Normal
          Retirement Age, the Committee will direct the Trustee to distribute
          the Participant's Accounts as soon as practicable and, effective
          January 1, 2002, within the Distribution Period, in the first Plan
          Year following the Plan Year in which the Participant's termination
          occurs.

     (b)  Termination of Employment For a Reason Other Than Death, Disability or
          Retirement. In the case of a Participant who terminates employment
          with all of the Employers for a reason other than death, Total and
          Permanent Disability or retirement on or after attaining his Normal
          Retirement Age, the Committee will direct the Trustee to commence
          distribution of the Participant's Accounts as follows:

          (i)  Participant's Vested Accounts do not Exceed, Effective January 1,
               1998, $5,000. As soon as practicable and, effective January 1,
               2002, within the Distribution Period, in the first Plan Year
               following the Plan Year in which the Participant terminates
               employment.

          (ii) Participant's Vested Accounts Exceed, Effective January 1, 1998,
               $5,000. Unless a later distribution date is elected by the
               Participant, as soon as practicable and, effective January 1,
               2002, within the Distribution Period, in the first Plan Year
               following the Plan Year in which the Participant terminates
               employment.

     (c)  Minimum Required Distributions. Distribution of a single sum 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 Account by that April 1 date.

     (d)  Applicable Accounting Date. Pursuant to Section 4.2, the adjusted
          balance of a Participant's Other Investments Accounts will be
          determined as of the December 31st Accounting Date which coincides
          with or immediately precedes the Participant's distribution date. The
          shares of Company Stock to be distributed will be valued as of the
          December 31st Accounting Date which coincides with or immediately
          precedes the Participant's distribution date if the Participant

                                       29
<PAGE>

          terminated employment before January 1, 2001, and if such
          Participant's Accounts are to be paid in 2001. If the Participant
          terminated employment on or after January 1, 2001 or terminated
          employment prior to such date and elected to defer payment beyond
          2001, the shares of Company Stock to be distributed will be valued at
          the closing price of the Company Stock on the NASDAQ exchange on the
          last business day prior to the date of distribution.

     (e)  Consent Requirements. An election under this Section 7.5 to defer
          payment of a Participant's Accounts must be made at least 30 days (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 of his benefit payment.

     Section 7.6 Manner of Payment. Subject to the provisions of Section 7.8,
the payment of a Participant's Account that is distributable under Section 7.5
will be made to or for the benefit of the Participant, or in the event of his
death, to or for the benefit of his Beneficiary, in a single sum.

     Section 7.7 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 paid.

     (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 no later than five years after the Participant's death.

     Section 7.8 Spousal Death Benefit. Notwithstanding anything in Article VII
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 7.5 prior to his death,
          the remaining portion of his Account balance will be paid to his
          Surviving Spouse in accordance with Section 7.6, 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 7.8
          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);

                                       30
<PAGE>

          (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 7.8, a Married
          Participant's "Surviving Spouse" is the person to whom the Married
          Participant was married on the day of his death.

     Section 7.9 Property Distributed.

     (a)  Subject to the other provisions of this Section 7.9, distribution of
          the vested portion of the adjusted balance of a Participant's Accounts
          will be made in whole shares of Company Stock or in cash in the
          following manner: at least 30 but not more than 90 days before the
          date specified by the Committee for distribution, the Participant
          entitled to such distribution will be notified in writing by the
          Committee of his right to demand that all or any part of the
          distribution will be made in whole shares of Company Stock, except for
          cash in lieu of fractional shares. At any time within the period
          specified in this subsection 7.9(a), the Participant may notify the
          Committee in writing of his demand that all or a specified portion of
          the distribution be made in whole shares of Company Stock. If the
          Participant exercises such right of demand, the balance of his Other
          Investments Account, to the extent necessary to comply with such
          demand, will be used to acquire whole shares of Company Stock for
          distribution at the then fair market value (as determined by the
          Committee as set forth in Section 5.2), with the value of fractional
          shares distributed in cash.

     (b)  Subject to the other provisions of this Section 7.9, in the absence of
          a proper or timely exercise by the Participant of his rights as set
          forth in subsection (b), or if the Participant demands that less than
          all of such distribution be made in whole shares of Company Stock,
          distribution of the vested portion of the adjusted balance of a
          Participant's Accounts, or the portion thereof not demanded to be
          distributed in whole shares of Company Stock will be made in whole
          shares of Company Stock, with fractional shares distributed in cash,
          or solely cash, or a combination thereof, as determined by the
          Committee in its discretion.

     Section 7.10 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 will be in the 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

                                       31
<PAGE>

matter how effected, will not require the consent of any designated Beneficiary,
except where spousal consent may be required under Section 7.8. 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 Participant, but dies before the
distribution of the Participant's benefits, the Committee will direct the
Trustee to distribute the balance of such Participant's benefits to the
Beneficiary's estate.

     Section 7.11 Direct Rollovers. Notwithstanding any provision of the Plan to
the contrary, 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 "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. 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 (determined without regard to the exclusions for net unrealized
appreciation with respect to Company Stock). "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 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
Section 414(p) of the Code, that accepts the Distributee's Eligible Rollover
Distribution. The term "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 7.11, all rights of the Participant to any benefit under this Plan will
cease.

                                       32
<PAGE>

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

                         Funding and Plan Administration
                         -------------------------------

     Section 8.1 Funding Policy. The funding policy for the Plan will be
determined by the Company from time to time as required by ERISA. The Company
will also establish investment guidelines for the Plan consistent with the
objectives of the Plan and the requirements of ERISA. At least annually, the
Committee will review the investment guidelines. The Committee will from time to
time determine the cash requirements of the Plan and communicate the same to the
Trustee or any investment manager. The Trustee or investment manager will make
investments consistent with the investment guidelines and the cash requirements
of the Plan.

     Section 8.2 Benefits Committee. The Benefits Committee, as appointed by the
Board, will act as the Plan Administrator and as the Plan's agent for service of
legal process and will perform the day-to-day administration of the Plan as
provided in this Article VIII. If no Committee is appointed, the Company will
perform the duties assigned to the Committee and all references to the Committee
will be deemed to refer to the Company. The Committee 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 8.3 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 Board, 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 8.4 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 8.5 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:

                                       33
<PAGE>

     (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;

     (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.

     (g)  The Committee may enter into option agreements with the Company or
          shareholders of the Company with respect to the acquisition of Company
          Stock on such terms and conditions as the Committee determines. Such
          option agreements will be assignable to the Trustee; provided,
          however, neither the agreement nor the assignment provisions thereof
          may require or otherwise bind the Trustee to acquire Company Stock.

     Section 8.6 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 VIII 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 8.7 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 8.8 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
8.8 will constitute a complete discharge of any liability for the making of such
payment under the Plan.

                                       34
<PAGE>

     Section 8.9 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 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 7.4.

     Section 8.10 Claims and Review Procedures. While a Participant or
Beneficiary need not file a claim to receive a benefit under the Plan, such a
person may submit a written claim to the Committee or seek a review of the
Committee's benefit determination. The Committee will afford the Participant or
Beneficiary a full and fair review of such a request as provided in Supplement
A.

     Section 8.11 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 8.12 Fiduciary Responsibilities. A fiduciary with respect to the
Plan or Trust will 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.

     Section 8.13 Trustee "Put" Option. The Trustee will have the right to
require the Company to purchase shares of Company Stock it holds under the Plan:

                                       35
<PAGE>

     (a)  But only to the extent the Trustee has an obligation under the Plan or
          by law to distribute cash from the Trust and does not have sufficient
          cash to pay that obligation; and

     (b)  Only if the Trustee notifies the Company in writing of its cash needs
          (including the specific dollar amount of the need) prior to the date
          the obligation is payable. Such notification will include the
          approximate number of shares of Company Stock which must be sold for
          the Trustee to satisfy its obligation.

     If the preceding requirements are satisfied, the Company must then purchase
not less than the number of shares specified by the Trustee in its notice within
90 days of receiving the written "put" demand from the Trustee. The purchase
price for the shares and the terms and conditions of the purchase transaction
will be subject to the provisions of Section 5.2. If, prior to such payment
date, the Company either makes a contribution of cash to the Trust under Article
III or it pays a cash dividend on Company Stock to the Trustee in an amount
sufficient to satisfy the cash need identified in the Trustee's written notice
under (b) above, the foregoing requirements of this Section 8.13 will not apply.





                                       36
<PAGE>

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

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

     Section 9.1 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 9.2 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 9.3 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 entered into on or after August
5, 1997, described in Code Section 401(a)(13)(C), 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 9.4 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 9.5 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 9.6 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 9.7 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 9.8 Waiver of Notice. Any notice required under the Plan may be
waived by the party entitled to such notice.

     Section 9.9 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

                                       37
<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 9.10 Indemnification. To the extent permitted by law, the Employers
will indemnify each current and former employee, 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 9.10 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 9.11 Nonguarantee of Funds. Neither the Trustee, the Committee, nor
the Employers in any way guarantee the Trust fund from loss or depreciation.

     Section 9.12 Qualified Domestic Relations Orders. Notwithstanding the
provisions of Article VII, payments from a Participant's Account may be made (to
the extent vested under Section 7.3) to an "Alternate Payee" under a "Qualified
Domestic Relations Order" (as those terms are defined under Code Section 414(p)
of the Code) prior to a Participant's retirement or other termination of
employment. As soon as practicable following the Committee's determination that
a domestic relations order constitutes a Qualified Domestic Relations Order,
that portion of the Participant's Accounts awarded to the Alternate Payee
pursuant to the Qualified Domestic Relations Order will be transferred to an
account maintained on behalf of the Alternate Payee. Nothing contained in this
Plan will prevent the Trustee, in accordance with the direction of the
Committee, from complying with the provisions of a Qualified Domestic Relations
Order.

     Section 9.13 Federal and State Securities Law Compliance.

     (a)  Each Participant or Beneficiary may be required by the Committee,
          prior to the transfer of Company Stock to such Participant or
          Beneficiary, to execute and deliver an agreement, in form and
          substance acceptable to the Committee, certifying such person's intent
          to hold such Company Stock and containing such other representations
          and agreements relating to the Company Stock as the Committee may
          reasonably request;

     (b)  The Committee will take all necessary steps to comply with any
          applicable registration or other requirements of federal or state
          securities laws from which no exemption is available; and

     (c)  Stock certificates distributed to Participants may bear such legends
          concerning restrictions imposed by federal or state securities laws,
          and concerning other restrictions and rights under the Plan, as the
          Committee in its discretion may determine.



                                       38
<PAGE>

                                   ARTICLE X
                                   ---------

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

     Section 10.1 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 11.3, 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.

     (c)  Does not increase the duties, powers, or liabilities of the Trustee
          without its written consent.

     Section 10.2 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 11.1) or (c) upon the 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 10.3 Termination Procedures. The date of a termination or partial
termination (a "Plan Termination Date") will constitute a special Accounting
Date under Section 4.2. After the adjustments required under Section 4.3 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. If, as of the
date the Plan is terminated, a Loan is outstanding, the shares of Company Stock
held in the suspense account referred to in Section 5.4 as of such date and
pledged as collateral for such Loan (or the proceeds from the sale of such
Company Stock) will be applied by the Trustee solely to discharge the Loan. 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 sum or will continue to be administered as part of the
Trust, as determined by the Committee. All provisions of the Plan which are not
inconsistent with this Article X 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.

     Section 10.4 Limitation on Amendment or Termination. Notwithstanding the
provisions of Sections 10.1 and 10.2, to the extent required by the terms of any
Loan, the Company will not terminate the Plan, or make any amendment to the Plan
while any Loan will remain outstanding and unpaid in whole or in part, without
the prior written consent to any such

                                       39
<PAGE>

termination or amendment by all holders and guarantors, if any, of the Plan's
obligations under such Loan. Where any holder or guarantor has a representative
on the Committee, such prior written consent will not be required if such
representative approves the amendment.









                                       40
<PAGE>

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

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

     Section 11.1 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 11.2 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 11.3 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 Code Section
          401(a) and the Company determines that the Plan cannot 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.

                                       41
<PAGE>

                                  ARTICLE XII
                                  -----------

                              Voting Company Stock
                              --------------------

     Section 12.1 Matters Which Require Pass Through of Voting Rights. Each
Participant or Beneficiary will be entitled to direct the Trustee as to the
manner in which voting rights of shares of the Company Stock allocated to his
Company Stock Account are to be exercised with respect to all matters with
respect to which such shares are entitled to be voted.

     Section 12.2 Confidential Procedure for Passing Through Voting Rights. The
Committee will, at least 30 days prior to each meeting of holders of Company
Stock, provide each Participant entitled under Section 12.1 to direct the voting
of Company Stock, with notice of such meeting and of those matters which at the
time of the mailing of such notice are subject to confidential direction by a
Participant, as set forth in this Section 13.2, and are expected to be presented
at such meeting for action by holders of Company Stock, together with an
appropriate form with which the Participant can direct the Trustee, in
confidence, as to the manner of voting on such matters. If instructions on such
matters are not received by the Trustee with respect to any Company Stock at
least ten business days prior to such meeting, then pursuant to Section 12.3,
the Committee will instruct the Trustee as to how to vote the shares of Company
Stock with respect to which no such instructions were received.

     Section 12.3 Committee Direction of Trustee. The Committee will direct the
Trustee as to the manner of voting any Company Stock (i) allocated to a Company
Stock Account of a Participant with respect to such matters as to which no
voting instructions as provided in Section 12.2 have been received from
Participants, and (ii) contributed to the Trust but not yet allocated to
Participants' Company Stock Accounts. The Committee will direct the Trustee to
vote the shares of Company Stock specified in the preceding sentence in the same
proportion and in the same manner as the shares allocated to Company Stock
Accounts with respect to which timely and proper instructions by Participants
have been received. The Trustee will vote all shares as directed by the
Committee pursuant to this Section 12.3 and by the Participants pursuant to
Section 12.1, subject to fiduciary obligations imposed upon it by ERISA.

     Section 12.4 Tender Offers. If the Plan receives a written offer or offer
for tenders ("Offer") to purchase Company Stock held by the Plan, the Trustee
will not sell or tender any shares of Company Stock held by the Plan unless
instructed to do so by the Participants, as provided below. A Participant will
be entitled to direct the Trustee as to whether the Company Stock allocated to
his Company Stock Account will be tendered or not tendered in response to the
Offer.

     Upon receipt of an Offer, the Committee will, as soon as practicable,
notify Participants of the Offer and the terms and conditions thereof. Such
notification may include the Company's position with respect to the Offer and an
appropriate form on which Participants can direct whether or not, and the
conditions, if any, upon which, the Company Stock allocated to a Participant's
Company Stock Account will be sold or tendered. If no instructions are received
from a Participant within ten days from the date of notification, the shares of
Company Stock allocated to his Company Stock Account will not be sold or
tendered and it will be conclusively presumed that such Participant elects not
to have Company Stock allocated to his Company Stock Account sold or tendered.
The Participants may also instruct the Trustee to revoke their tender and
withdraw any tender previously made.

                                       42
<PAGE>

                                  ARTICLE XIII
                                  ------------

                 Diversification of Investment in Company Stock
                 ----------------------------------------------

     The provisions of this Article XIII will apply to all shares of Company
Stock held by the Plan; provided, however, the provisions of this Article XIII
will not apply to the extent a Participant's Company Stock Account as of the
December 31st Accounting Date immediately preceding any year during the
Qualified Election Period does not exceed $500.

     Section 13.1 Election by Qualified Participant. Each Qualified Participant
will be permitted to direct the Committee as to the diversification of the
investment of his Company Stock Account within 90 days after the last day of
each Plan Year during the Participant's Qualified Election Period. "Qualified
Participant" means a Participant who has both attained age 55 and completed at
least ten years of participation in this Plan. All of a Participant's years of
actual participation in the Plan since the Original Effective Date will be
credited to him for purposes of determining whether he is a Qualified
Participant. "Qualified Election Period" means the six Plan Year period
commencing with the first Plan Year during which the Participant first became a
Qualified Participant. Provided, however, if a Participant has not completed ten
years of participation in the Plan by the end of the Plan Year in which the
Participant attains age 55, the Qualified Election Period will begin with the
Plan Year in which the Participant completes ten years of participation in the
Plan and ends with the fifth succeeding Plan Year. Such election may be
modified, revoked or superseded by a new election at any time during such 90 day
election period. The portion of a Qualified Participant's Company Stock Account
subject to such diversification election in each of the years during such
Qualified Election Period is equal to:

     (a)  25 percent of the total number of whole shares of Company Stock
          acquired by or contributed to the Plan that have ever been allocated
          to the Qualified Participant's Company Stock Account and which are
          subject to this election; less

     (b)  The number of whole shares of Company Stock diversified pursuant to
          this Section 13.1. With respect to the last year of the Qualified
          Election Period, "50 percent" will be substituted for "25 percent" in
          determining the amount subject to the diversification election.

     Section 13.2 Method of Diversifying Investment.

     (a)  A Qualified Participant's direction to diversify his Company Stock
          Account will be provided to the Committee in writing and will be
          effective no later than 180 days after the close of the Plan Year to
          which the direction applies.

     (b)  For distributions made prior to January 1, 2002, a Qualified
          Participant may direct the Plan to distribute Company Stock and, if
          applicable, such distribution will be subject to the requirements of
          Section 6.3, concerning put options, as would otherwise apply to a
          distribution of Company Stock from the Plan. Such distribution will
          also be made in accordance with the provisions of Section 7.9,
          concerning the Committee's ability to direct that the Participant
          receive his

                                       43
<PAGE>

          distribution in the form of cash. The amount of cash to be distributed
          will be equal to the fair market value of the shares of Company Stock
          to which the election relates, as determined by the Committee under
          Section 5.2, based on the per share closing price of the Company Stock
          as reported on the NASDAQ exchange on the last business day which
          immediately precedes the date on which a cash distribution will be
          made. Such distribution will be made no later than 90 days after the
          last day of the period during which the election can be made. The
          amount of cash necessary to implement the Qualified Participant's
          election will, to the extent necessary to comply with such direction,
          be funded by the Committee by charging, on a pro rata basis, the Other
          Investments Accounts of all Participants, former Participants and
          Beneficiaries who did not (or were not entitled to) make an election
          for the Plan Year under this Article XIII. The Company Stock purchased
          from the Qualified Participant's Company Stock Account will be
          credited, on a pro rata basis, to the corresponding Company Stock
          Accounts of Participants, former Participants and Beneficiaries who
          did not (or were not entitled to) make an election for the Plan Year
          under this Article XIII.

     (c)  In lieu of distribution under subsection (b), a Qualified Participant
          may direct the Plan to transfer the portion of his Company Stock
          Account to which the direction relates to another qualified plan of
          the Employer which accepts such transfers provided that such plan
          permits employee-directed investments and does not invest in Company
          Stock to a substantial degree. The portion of the Qualified
          Participant's Company Stock Account to which the direction relates
          will be transferred to the other qualified plan in cash. The amount of
          cash to be transferred will be determined by valuing the shares of
          Company Stock to which the election relates, using the per share
          closing price of Company Stock as reported on NASDAQ exchange on the
          last business day which immediately precedes the date the transfer is
          made. Such transfer will be made no later than 90 days after the last
          day of the period during which the election can be made. The amount of
          cash necessary to implement the Qualified Participant's election will,
          to the extent necessary to comply with such direction, be funded by
          the Committee by charging, on a pro rata basis, the Other Investments
          Accounts of all Participants, former Participants and Beneficiaries
          who did not (or were not entitled to) make an election for the Plan
          Year under this Article XIII. The Company Stock purchased from the
          Qualified Participant's Company Stock Account will be credited, on a
          pro rata basis, to the corresponding Company Stock Accounts of
          Participants, former Participants and Beneficiaries who did not (or
          were not entitled to) make or elect for the Plan Year under this
          Article XIII.

     (d)  Effective for distributions made on or after January 1, 2002, a
          Qualified Participant may direct the Plan to distribute Company Stock
          and, if applicable, such distribution will be subject to the
          requirements of Section 6.3 concerning put options as would otherwise
          apply to distribution of Company Stock from the Plan.

     (e)  This Section applies notwithstanding any other provisions in the Plan
          other than such provisions as require the consent of the Participant
          to a distribution of the

                                       44
<PAGE>

          Participant's vested Accounts under the Plan in excess of $5,000. If
          the Participant does not provide his consent to the distribution in a
          manner which satisfies the requirement of Section 7.5, such amount
          will be retained in the Plan.

     (f)  A Qualified Participant may elect not to diversify a portion of his
          Company Stock Account. The failure by a Qualified Participant to make
          a timely or proper election under Section 13.2 will be treated for all
          purposes of this Article XIII as an election not to exercise his
          diversification rights.




                                       45
<PAGE>


                                  ARTICLE XIV
                                  -----------

                           Participation By Affiliates
                           ---------------------------

     Section 14.1 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 14.2 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.



                                       46
<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 named fiduciary will consult with a healthcare professional who has
appropriate training and

                                      A-2
<PAGE>

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. Provided,
however, in the case of a Plan with a Committee or other group designated as the
appropriate named fiduciary that holds regularly scheduled meetings at least
quarterly, the time limit of this Section will be modified in accordance with 29
CFR 2560.503-1(i)(1)(ii) or 29 CFR 2560.503-1(i)(3)(ii), whichever is
applicable.

     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
                                  ------------

Top-Heavy ProvisionsSection B-1 Application. The purpose of this Supplement B is
to satisfy the requirements of Code Section 416. Consequently, the provisions of
this Supplement B will apply for each Plan Year the Plan is determined to be a
"Top-Heavy Plan" under Section B-2.

     Section B-2 Top-Heavy Plan. Subject to the provisions of Section B-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 B-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 B-3 Key Employees. For purposes of this Supplement B:

     (a)  The term "Key Employee" means any employee or former employee
          (including a deceased employee) of an Affiliate who, at any time
          during the Plan Year that includes the Determination Date, is:

          (i)  An officer of an Affiliate whose annual compensation is 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 Section 416(i)(1) of the Code
          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 B-4 Determination of Account Balances. For purposes of determining
Participants' present value of accrued benefits and the amount of Account
balances as of any Determination Date under Section B-2, 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 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

                                      B-1
<PAGE>

          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 account
          balances of a Participant 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 B-5 Aggregation of Plans. The Plan will be a Top-Heavy Plan under
Section B-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)  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 exceeds 60 percent of a similar sum determined
               for all employees.

     (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 B-2.

     (c)  Other Rules. The rules of Section B-4 will apply to determine the
          account balances of employees under this Section B-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 be
          treated as an Aggregated Plan if it is otherwise described in
          subsection (a) above.

     Section B-6 Minimum Benefit. For any Plan Year in which the Plan is
determined to be a Top-Heavy Plan, the contribution allocated under Section 4.6
to the account of any

                                      B-2
<PAGE>

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 B-3. A Participant will be entitled to receive an allocation under this
Section B-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 B-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 an Affiliate maintains any other plan, the minimum benefit
required under this Section B-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 this Plan.

     Section B-7 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 7.3 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%

If the foregoing provisions of this Section B-7 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 Accounts determined under this Section B-7.

     Section B-8 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 4.11, unless (a) the minimum
benefit of Section B-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 B if the term "90 percent"
were substituted for the term "60 percent" where the latter appears in Section
B-2.


                                       B-3