MAINSTREET FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN























Effective December 1, 2006




NEXT PAGE





MAINSTREET FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN


TABLE OF CONTENTS

	PREAMBLE	1
	ARTICLE I	
		DEFINITION OF TERMS AND CONSTRUCTION	2
		1.1		Definitions	2
			(a)	Account	2
			(b)	Act	2
			(c)	Administrator	2
			(d)	Annual Additions	2
			(e)	Authorized Leave of Absence	2
			(f)	Beneficiary	2
			(g)	Board of Directors	2
			(h)	Break	3
			(i)	Code	3
			(j)	Compensation	3
			(k)	Date of Hire	3
			(l)	Disability	3
			(m)	Disability Retirement Date	3
			(n)	Early Retirement Date	3
			(o)	Effective Date	3
			(p)	Eligibility Period	3
			(q)	Employee	3
			(r)	Employee Stock Ownership Account	3
			(s)	Employee Stock Ownership Contribution	3
			(t)	Employee Stock Ownership Suspense Account	4
			(u)	Employer	4
			(v)	Employer Securities	4
			(w)	Entry Date	4
			(x)	Exempt Loan	4
			(y)	Exempt Loan Suspense Account	4
			(z)	Financed Shares	4
			(aa)	Former Participant	4
			(bb)	Fund	4
			(cc)	Hour of Service	4
			(dd)	Investment Adjustments	5
			(ee)	Limitation Year	5
			(ff)	Normal Retirement Date	5
			(gg)	Participant	5
			(hh)	Plan	5
			(ii)	Plan Year	6






1
NEXT PAGE





			(jj)	Qualified Domestic Relations Order	6
			(kk)	Related Employer	10
			(ll)	Retirement	6
			(mm)	Service	6
			(nn)	Sponsor	6
			(oo)	Trust Agreement	6
			(pp)	Trustee	6
			(qq)	Valuation Date	6
			(rr)	Year of Eligibility Service	6
			(ss)	Year of Vesting Service	6



		1.2		Plurals and Gender	6



		1.3		Incorporation of Trust Agreements	6



		1.4		Headings	7



		1.5		Severability	7



		1.6		References to Governmental Regulations	7



		1.7		Notices	7



		1.8		Evidence	7



		1.9		Action by Employer	7



	ARTICLE II	



		PARTICIPATION	8



		2.1		Commencement of Participation	8



		2.2		Termination of Participation	8



		2.3		Resumption of Participation	8



		2.4		Determination of Eligibility	8



		2.5		Restricted Participation	8



	ARTICLE III	



		CREDITED SERVICE	10



		3.1		Service Counted for Eligibility Purposes	10






2

NEXT PAGE





		3.2		Service Counted for Vesting Purposes	10



		3.3		Credit for Pre-Break Service	10



		3.4		Service Credit During Authorized Leaves	10



		3.5		Service Credit During Maternity or Paternity Leave	10



		3.6		Ineligible Employees	11



	ARTICLE IV	



		CONTRIBUTIONS	12



		4.1		Employee Stock Ownership Contribution	12



		4.2		Time and Manner of Employee Stock Ownership Contribution	12



		4.3		Records of Contributions	13



		4.4		Erroneous Contributions	13



	ARTICLE V	



		5.1		Establishment of Separate Participant Accounts	14



		5.2		Establishment of Suspense Accounts	14



		5.3		Allocation of Earnings, Losses and Expenses	15



		5.4		Allocation of Forfeitures	15



		5.5		Allocation of Employee Stock Ownership Contribution	15



		5.6		Limitation on Annual Additions	15



		5.7		Erroneoous Allocations	17



		5.8		Value of Participant's Account	17



		5.9		Investment of Account Balances	17



	ARTICLE VI	



		RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY	18






3



NEXT PAGE





		6.1		Normal Retirement	18



		6.2		Early Retirement	18



		6.3		Disability Retirement	18



		6.4		Death Benefits	18



		6.5		Designation of Beneficiary and Manner of Payment	18



	ARTICLE VII	



		VESTING AND FORFEITURES	20



		7.1		Vesting on Death, Disability and Normal Retirement	20



		7.2		Vesting on Termination of Participation	20



		7.3		Disposition of Forfeitures	20



	ARTICLE VIII	



		EMPLOYEE STOCK OWNERSHIP PROVISIONS	21



		8.1		Right to Demand Employer Securities	20



		8.2		Voting Rights	21



		8.3		Nondiscrimination in Employee Stock Ownership Contribution	21



		8.4		Dividends	21



		8.5		Exempt Loans	22



		8.6		Exempt Loan Payments	23



		8.7		Put Option	24



		8.8		Diversification Requirements	24



		8.9		Independent Appraiser	25



	ARTICLE IX	



		PAYMENTS AND DISTRIBUTIONS	26



		9.1		Payments on Termination of Service - In General	26






4

NEXT PAGE





		9.2		Commencement of Payments	26



		9.3		Mandatory Commencement of Benefits	26



		9.4		Required Beginning Dates	28



		9.5		Form of Payment	28



		9.6		Payments Upon Termination of Plan	28



		9.7		Distributions Pursuant to Qualified Domestic Relations Orders	29



		9.8		Cash-Out Distributions	29



		9.9		ESOP Distribution Rules	29



		9.10		Direct Rollover	30



		9.11		Waiver of 30-day Notice	30



		9.12		Re-employed Veterans	31



		9.13		Share Legend	31



	ARTICLE X	



		PROVISIONS RELATING TO TOP-HEAVY PLANS	32



		10.1		Top-Heavy Rules to Control	32



		10.2		Top-Heavy Plan Definitions	32



		10.3		Calculation of Accrued Benefits	33



		10.4		Determination of Toop-Heavy Status	34



		10.5		Minimum Contribution	34



		10.6		Vesting	35



	ARTICLE XI	



		ADMINISTRATION	36



		11.1		Appointment of Administrator	36



		11.2		Resignation or Removal of Administrator	36






5

NEXT PAGE





		11.3		Appointment of Successors:  Terms of Office, Etc.	36



		11.4		Powers and Duties of Administrator	36



		11.5		Action by Administrator	37



		11.6		Participation by Administrator	37



		11.7		Agents	38



		11.8		Allocation of Duties	38



		11.9		Delegation of Duties	38



		11.10		Administrator's Action Conclusive	38



		11.11		Compensation and Expenses of Administrator	38



		11.12		Records and Reports	38



		11.13		Reports of Fund Open to Participants	38



		11.14		Named Fiduciary	39



		11.15		Information from Employer	39



		11.16		Responsibility of Directors	39



		11.17		Liability and Indemnification	39



	ARTICLE XII	



		CLAIMS PROCEDURE	40



		12.1		Notice of Denial	40



		12.2		Right to Reconsideration	40



		12.3		Review of Documents	40



		12.4		Decision by Administrator	40



		12.5		Notice by Administrator	40



	ARTICLE XIII	



		AMENDMENTS, TERMINATION AND MERGER	41






6

NEXT PAGE





		13.1		Amendments	41



		13.2		Effect of Change In Control	41



		13.1		Consolidation or Merger of Trust	43



		13.1		Bankruptcy or Insolvency of Employer	43



		13.5		Voluntary Termination	43



		13.6		Partial Termination of Plan or Permanent Discontinuance of Contributions	44



	ARTICLE XIV	



		MISCELLANEOUS	45



		14.1		No Diversion of Funds	45



		14.2		Liability Limited	45



		14.3		Facility of Payment	45



		14.4		Spendthrift Clause	45



		14.5		Benefits Limited to Fund	45



		14.6		Cooperation of Parties	45



		14.7		Payments Due Missing Persons	46



		14.8		Governing Law	46



		14.9		Nonguarantee of Employment	46



		14.10		Counsel	46








7



NEXT PAGE






MAINSTREET FINANCIAL CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN


PREAMBLE

     
Effective December 1, 2006, MainStreet Financial Corporation (the "Sponsor") adopted the MainStreet
Financial Corporation Employee Stock Ownership Plan, to enable Participants to share in the growth and prosperity
of the Sponsor and its wholly-owned subsidiary, MainStreet Savings Bank, FSB, and to provide Participants with
an opportunity to accumulate capital for their future economic security by accumulating funds to provide retirement,
death and disability benefits.  The Plan is a stock bonus plan designed to meet the applicable requirements of
Section 409 of the Code and of an employee stock ownership plan, as defined in Section 4975(e)(7) of the Code and
Section 407(d)(6) of the Act.  The employee stock ownership plan is intended to invest primarily in "qualifying
employer securities" as defined in Section 4975(e)(8) of the Code.  The Sponsor intends that the Plan will qualify
under Sections 401(a) and 501(a) of the Code and will comply with the provisions of the Act.


     
The rights of any person (including such person's beneficiaries) who terminated employment or who retired
on or before any effective date, or the effective date of a particular amendment, shall be determined solely under
the terms of this Plan as in effect on the date of his termination of employment or retirement, unless such person
is thereafter reemployed and again becomes a participant.


NEXT PAGE






ARTICLE I
DEFINITION OF TERMS AND CONSTRUCTION

1.1      Definitions.


          
Unless a different meaning is plainly implied by the context, the following terms as used in this Plan shall
have the following meanings:


          (a)     
"Account" shall mean a Participant's or Former Participant's entire accrued benefit under the Plan,
including the balance credited to his Employee Stock Ownership Account and any other account described in
Section 5.1.



          (b)     
"Act" shall mean the Employee Retirement Income Security Act of 1974, as amended from time
to time, or any successor statute, together with the applicable regulations promulgated thereunder.


          (c)     
"Administrator" shall mean the fiduciary provided for in Article XI.


          (d)     
"Annual Additions" shall mean, with respect to each Participant, the sum of those amounts
allocated to the Participant's Account under this Plan and accounts under any other qualified defined contribution
plan to which the Employer or a Related Employer contributes for any Limitation Year, consisting of the following:



(1)  Employer contributions;
(2)  Forfeitures; and

(3)  Employee contributions (if any).




          
Annual Additions shall not include any Investment Adjustment.  Annual Additions also shall not include
employer contributions which are used by the Trust to pay interest on an Exempt Loan nor any forfeitures of
Employer Securities purchased with the proceeds of an Exempt Loan, provided that not more than one-third of the
employer contributions are allocated to Participants who are among the group of employees deemed "highly
compensated employees" within the meaning of Code Section 414(q), as further described in Section 8.3.


          (e)     
"Authorized Leave of Absence" shall mean an absence from Service with respect to which the
Employee may or may not be entitled to Compensation and which meets any one of the following requirements:



(1)  Service in any of the armed forces of the United States for up to 36 months, provided that the
Employee resumes Service within 90 days after discharge, or such longer period of time during which such
Employee's employment rights are protected by law; or
(2)  Any other absence or leave expressly approved and granted by the Employer which does not
exceed 24 months, provided that the Employee resumes Service at or before the end of such approved leave period.
In approving such leaves of absence, the Employer shall treat all Employees on a uniform and nondiscriminatory
basis.



          (f)     
"Beneficiary" shall mean such legal or natural persons, who may be designated contingently or
successively, as may be designated by the Participant pursuant to Section 6.5 to receive benefits after the death of
the Participant, or in the absence of a valid designation, such persons specified in Section 6.5(b) to receive benefits
after the death of the Participant.


          (g)     
"Board of Directors" shall mean the Board of Directors of the Sponsor.





2

NEXT PAGE





          (h)     
"Break" shall mean a Plan Year during which an Employee fails to complete more than 500 Hours
of Service.


          (i)     
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, or any
successor statute, together with the applicable regulations promulgated thereunder.


          (j)     
"Compensation" shall mean the "compensation" paid to an Employee by the Employer for services
rendered to the Employer during a Plan Year, after the date on which the Employee becomes a Participant,  as
defined in Code Section 3401(a), and all other payments of compensation by the Employer (in the course of the
Employer's trade or business) for a Plan Year for which the Employer is required to furnish the Participant a written
statement under Code Sections 6041(d), 6051(a)(3) and 6052, including elective deferrals to a cash or deferred
arrangement described in Code Section 401(k), and any amount contributed on a pre-tax salary reduction basis to
a plan described in Section 132(f)(4), 402(e)(3), 402(h)(1)(B), 403(b) or 457(b) of the Code, but excluding
reimbursements or other expense allowances, fringe benefits, moving expenses, deferred compensation welfare
benefits, amounts paid by the Employer or accrued with respect to this Plan or any other qualified or non-qualified
unfunded plan of deferred compensation or other employee welfare plan to which the Employer contributes,
payments for group insurance, medical benefits, and reimbursement for expenses, including moving expenses.
Compensation must be determined without regard to any rules under Code Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment or the services performed (such
as the exception for agricultural labor in Code Section 3401(a)(2)).  Notwithstanding anything herein to the
contrary, the annual Compensation of each Participant taken into account under the Plan for any purpose during
any Plan Year shall not exceed $200,000.  The $200,000 dollar amount shall be adjusted from time to time in
accordance with Section 415(d) of the Code.


          (k)     
"Date of Hire" shall mean the date on which an Employee shall perform his first Hour of Service.
Notwithstanding the foregoing, in the event that an Employee incurs one or more consecutive Breaks after his initial
Date of Hire which results in the forfeiture of his pre-Break Service pursuant to Section 3.3, his "Date of Hire" shall
thereafter be the date on which he completes his first Hour of Service after such Break or Breaks.


          (l)     
"Disability" shall mean a physical or mental impairment which prevents a Participant from
performing the duties assigned to him by the Employer and which either has caused the Social Security
Administration to classify the individual as "disabled" for purposes of Social Security or has been determined by
a qualified physician selected by the Administrator.


          (m)     
"Disability Retirement Date" shall mean the first day of the month after which a Participant incurs
a Disability.


          (n)     
"Early Retirement Date".   There is no early retirement under this Plan.


          (o)     
"Effective Date" shall mean December 1, 2006.


          (p)     
"Eligibility Period" shall mean the period of 12 consecutive months commencing on an
Employee's Date of Hire.  Succeeding Eligibility Periods after the initial Eligibility Period shall be based on the Plan
Year beginning with the Plan Year which includes the first anniversary date of an Employee's Date of Hire, and
subsequent Plan Years.


          (q)     
"Employee" shall mean any person who is classified as an employee by the Employer or a Related
Employer, including officers, but excluding directors in their capacity as such.  Individuals not originally classified
as Employees who later classified as such for any reason shall not be treated as Employees under th Plan. 


          (r)     
"Employee Stock Ownership Account" shall mean the separate bookkeeping account established
for each Participant pursuant to Section 5.1(a).





3

NEXT PAGE





          (s)     
"Employee Stock Ownership Contribution" shall mean the cash, Employer Securities, or both that
are contributed to the Plan by the Employer pursuant to Article IV.


          (t)     
"Employee Stock Ownership Suspense Account" shall mean the temporary account in which the
Trustee may maintain any Employee Stock Ownership Contribution that is made prior to the last day of the Plan
Year for which it is made, as described in Section 5.2.


          (u)     
"Employer" shall mean MainStreet Financial Corporation and its wholly owned subsidiary,
MainStreet Savings Bank, FSB, or any successors to the aforesaid corporations by merger, consolidation or
otherwise, which may agree to continue this Plan, or any Related Employer or any other business organization
which, with the consent of the Sponsor, shall agree to become a party to this Plan.  To the extent required by the
Code or the Act, references herein to the Employer shall also include all Related Employers, whether or not they
are participating in this Plan.


          (v)     
"Employer Securities" shall mean the common stock issued by MainStreet Financial Corporation.
Such term shall also mean, in the discretion of the Board of Directors, any other common stock issued by the
Employer or any Related Employer having voting power and dividend rights equal to or in excess of:



(1)     
that class of common stock of the Employer or a Related Employer having the greatest
voting power, and
(2)     that class of common stock of the Employer or a Related Employer having the greatest
dividend rights.



Non-callable preferred stock shall be treated as Employer Securities if such stock is convertible at any time into
stock which meets the requirements of (1) and (2) next above and if such conversion is at a conversion price which
(as of the date of the acquisition by the Plan) is reasonable.  For purposes of the last preceding sentence, preferred
stock shall be treated as non-callable if, after the call, there will be a reasonable opportunity for a conversion which
meets the requirements of the last preceding sentence.


          (w)     
"Entry Date" shall mean each January 1 and July 1.


          (x)     
"Exempt Loan" shall mean a loan described at Section 4975(d)(3) of the Code to the Trustee to
purchase Employer Securities for the Plan, made or guaranteed by a disqualified person, as defined at Section
4975(e)(2) of the Code, 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 such disqualified person
as collateral for such a loan.  


          (y)     
"Exempt Loan Suspense Account" shall mean the account to which Financed Shares are initially
credited until they are released in accordance with Section 8.5.


          (z)     
"Financed Shares" shall mean the Employer Securities acquired by the Trustee with the proceeds
of an Exempt Loan and which are credited to the Exempt Loan Suspense Account until they are released in
accordance with Section 8.5.


          (aa)     
"Former Participant" shall mean any previous Participant whose participation has terminated but
who has a vested Account in the Plan which has not been distributed in full.


          (bb)     
"Fund" shall mean the trust fund maintained by the Trustee pursuant to the Trust Agreement in
order to provide for the payment of the benefits specified in the Plan.





4



NEXT PAGE





(cc)          
"Hour of Service" shall mean each hour for which an Employee is directly or indirectly paid or
entitled to payment by the Employer or a Related Employer for the performance of duties or for reasons other than
the performance of duties (such as vacation time, holidays, sickness, disability, paid lay-offs, jury duty and similar
periods of paid nonworking time).  To the extent not otherwise included, Hours of Service shall also include each
hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer or
a Related Employer.  Hours of working time shall be credited on the basis of actual hours worked, even though
compensated at a premium rate for overtime or other reasons.  In computing and crediting Hours of Service for an
Employee under this Plan, the rules set forth in Sections 2530.200b-2(b) and (c) of the Department of Labor
Regulations shall apply, said sections being herein incorporated by reference.  Hours of Service shall be credited
to the Plan Year or other relevant period during which the services were performed or the nonworking time
occurred, regardless of the time when compensation therefor may be paid.  Any Employee for whom no hourly
employment records are kept by the Employer or a Related Employer shall be credited with 45 Hours of Service for
each calendar week in which he would have been credited with a least one Hour or Service under the foregoing
provisions, if hourly records were available.  Solely for purposes of determining whether a Break for participation
and vesting purposes has occurred in an Eligibility Period or a Plan Year, an individual who is absent from work
for maternity or paternity reasons shall 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, 8 Hours
of Service per day of such absence.  For purposes of Section 1.1(cc), an absence from work for maternity or paternity
reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason of the birth of a child of
the individual, (3) by reason of the placement of a child with the individual in connection with the adoption of such
child by such individual, or (4) for purposes of caring for such child for a period beginning immediately following
such birth or placement.  The Hours of Service credited under this provision shall be credited (1) in the computation
period in which the absence begins if the crediting is necessary to prevent a Break in that period, or (2) in all other
cases, in the following computation period.


          (dd)     
"Investment Adjustments" shall mean the increases and/or decreases in the value of a Participant's
Account attributable to earnings, gains, losses and expenses of the Fund, as set forth in Section 5.3.


          (ee)     
"Limitation Year" shall mean the Plan Year.


          (ff)     
"Normal Retirement Date" shall mean the first day of the month coincident with or next following
the later of the date on which a Participant attains age 65 and completes the 5th anniversary of his participation in
the Plan.


          (gg)     
"Participant" shall mean an Employee who has met all of the eligibility requirements of the Plan
and who is currently included in the Plan as provided in Article II hereof; provided, however, that the term
"Participant" shall not include (1) leased employees (as defined herein), (2) any individual who is employed by a
Related Employer that has not adopted the Plan in accordance with Section 1.1(u) hereof, (3) any Employee who
is a non-resident alien individual and who has no earned income from sources within the United States, or (4) any
Employee who is included in a unit of Employees covered by a collective-bargaining agreement with the Employer
or a Related Employer that does not expressly provide for participation of such Employees in the Plan, where there
has been good-faith bargaining between the Employer or a Related Employer and Employees' representatives on
the subject of retirement benefits.  To the extent required by the Code or the Act, or appropriate based on the
context, references herein to Participant shall include Former Participant.  The term "leased employee" means any
person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for the recipient and related persons
determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one
year, and such services are performed under primary direction or control by the recipient.


          (hh)     
"Plan" shall mean the MainStreet Financial Corporation Employee Stock Ownership Plan, as
described herein or as hereafter amended from time to time.





5

NEXT PAGE





          (ii)     
"Plan Year" shall mean the calendar year. 


          (jj)     
"Qualified Domestic Relations Order" shall mean any judgment, decree or order that satisfies the
requirements to be a "qualified domestic relations order," as defined in Section 414(p) of the Code.


          (kk)     
"Related Employer" shall mean any entity that is:





(1)   a member of a controlled group of corporations that includes the Employer, while it is a
member of such controlled group (within the meaning of Section 414(b) of the Code);
(2)  a member of a group of trades or businesses under common control with the Employer, while
it is under common control (within the meaning of Section 414(c) of the Code);
(3)  a member of an affiliated service group that includes the Employer, while it is a member of
such affiliated service group (within the meaning of Section 414(m) of the Code); or
(4)  a leasing or other organization that is required to be aggregated with the Employer pursuant
to the provisions of Section 414(n) or 414(o) of the Code.



          (ll)     
"Retirement" shall mean termination of employment which qualifies as early, normal or Disability
retirement as described in Article VI.


          (mm)     
"Service" shall mean, for purposes of eligibility to participate and vesting,  employment with the
Employer or any Related Employer, and for purposes of allocation of the Employee Stock Ownership Contribution
and forfeitures, employment with the Employer. 


          (nn)     
"Sponsor" shall mean MainStreet Financial Corporation.


          (oo)     
"Trust Agreement" shall mean the agreement by and between the Sponsor and the Trustee, as in
effect from time to time.


          (pp)     
"Trustee" shall mean the trustee or trustees by whom the assets of the Plan are held, as provided
in the Trust Agreement, or his or their successors.


          (qq)     
"Valuation Date" shall mean the last day of each Plan Year.  The Trustee may make additional
valuations, at the direction of the Administrator, but in no event may the Administrator request additional
valuations by the Trustee more frequently than quarterly.  Whenever such date falls on a Saturday, Sunday or
holiday, the preceding business day shall be the Valuation Date.


          (rr)     
"Year of Eligibility Service" shall mean an Eligibility Period during which an Employee is
credited with at least 1,000 Hours of Service, except as otherwise specified in Article III.


          (ss)     
"Year of Vesting Service" shall mean a Plan Year during which an Employee is credited with at
least 1,000 Hours of Service, except as otherwise specified in Article III.


1.2     Plurals and Gender.


          
Where appearing in the Plan and the Trust Agreement, the masculine gender shall include the feminine
and neuter genders, and the singular shall include the plural, and vice versa, unless the context clearly indicates
otherwise. 


1.3     Incorporation of Trust Agreement.





6

NEXT PAGE





          
The Trust Agreement, as the same may be amended from time to time, is intended to be and hereby is
incorporated by reference into this Plan.  All contributions made under the Plan will be held, managed and
controlled by the Trustee pursuant to the terms and conditions of the Trust Agreement.


1.4     Headings.


          
The headings and sub-headings in this Plan are inserted for the convenience of reference only and are to
be ignored in any construction of the provisions hereof.


1.5     Severability.


          
In case any provision of this Plan shall be held illegal or void, such illegality or invalidity shall not affect
the remaining provisions of this Plan, but shall be fully severable, and the Plan shall be construed and enforced as
if said illegal or invalid provisions had never been inserted herein.


1.6     References to Governmental Regulations.


          
References in this Plan to regulations issued by the Internal Revenue Service, the Department of Labor,
or other governmental agencies shall include all regulations, rulings, procedures, releases and other position
statements issued by any such agency.


1.7     Notices.


          
Any notice or document required to be filed with the Administrator or Trustee under the Plan will be
properly filed if delivered or mailed by registered mail, postage prepaid, to the Administrator in care of the Sponsor
or to the Trustee, each at its principal business offices.  Any notice required under the Plan may be waived in
writing by the person entitled to notice.


1.8     Evidence.


          
Evidence required of anyone under the Plan may be by certificate, affidavit, document or other information
which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party
or parties.


1.9     Action by Employer.


          
Any action required or permitted to be taken by any entity constituting the Employer under the Plan shall
be by resolution of its Board of Directors or by a person or persons authorized by its Board of Directors.





7

NEXT PAGE





ARTICLE II
PARTICIPATION

2.1     Commencement of Participation.


          (a)     
Any Employee who is otherwise eligible to become a Participant in accordance with Section
1.1(gg) hereof shall initially become a Participant on the Entry Date coincident with or next following the date on
which he has attained age twenty-one (21) and completes one Year of Eligibility Service.


          (b)     
Any Employee who had satisfied the requirements set forth in Section 2.1(a) during the 12
consecutive month period prior to the Effective Date shall become a Participant on the Effective Date, provided he
is still employed by the Employer on the Effective Date.


2.2     Termination of Participation.


          
After commencement or resumption of his participation, an Employee shall remain a Participant during
each consecutive Plan Year thereafter until the earliest of the following dates:


          (a)     
His actual Retirement date;


          (b)     
His date of death; or


          (c)     
The last day of a Plan Year during which he incurs a Break.


2.3     Resumption of Participation.


          (a)     
Any Participant whose employment terminates and who resumes Service before he incurs a Break
shall resume participation immediately on the date he is reemployed.


          (b)     
Except as otherwise provided in Section 2.3(c), any Participant who incurs one or more Breaks
and resumes Service shall resume participation retroactively as of the first day of the first Plan Year in which he
completes a Year of Eligibility Service after such Break(s).


          (c)     
Any Participant who incurs one or more Breaks and resumes Service, but whose pre-Break Service
is not reinstated to his credit pursuant to Section 3.3, shall be treated as a new Employee and shall again be required
to satisfy the eligibility requirements contained in Section 2.1(a) before resuming participation on the appropriate
Entry Date, as specified in Section 2.1(a).


2.4     Determination of Eligibility.


          
The Administrator shall determine the eligibility of Employees in accordance with the provisions of this
Article.  For each Plan Year, the Employer shall furnish the Administrator a list of all Employees, indicating their
Date of Hire, their Hours of Service during their Eligibility Period, their date of birth, the original date of their
reemployment with the Employer, if any, and any Breaks they may have incurred.


2.5     Restricted Participation


          
Subject to the terms and conditions of the Plan, during the period between the Participant's date of
termination of participation in the Plan (as described in Section 2.2) and the distribution of his entire Account (as
described in Article IX), and during any period that a Participant does not meet the requirements of Section 2.1(a)
or is employed by a Related Employer that is not participating in the Plan, the Participant or, in the event of the





8

NEXT PAGE




Participant's death, the Beneficiary of the Participant, will be considered and treated as a Participant for all purposes
of the Plan, except as follows:


(a)     the Participant will not share in the Employee Stock Ownership Contribution and
forfeitures (as described in Sections           7.2 and 7.3), except as provided in Sections 5.4 and 5.5; and
(b)     the Beneficiary of a deceased Participant cannot designate a Beneficiary under Section
6.5.







9

NEXT PAGE





ARTICLE III
CREDITED SERVICE

3.1     Service Counted for Eligibility Purposes.  


          
Except as provided in Section 3.3, all Years of Eligibility Service completed by an Employee shall be
counted in determining his eligibility to become a Participant on and after the Effective Date, whether such Service
was completed before or after the Effective Date.


3.2     Service Counted for Vesting Purposes.


          
All Years of Vesting Service completed by an Employee (including Years of Vesting Service completed
prior to the Effective Date) shall be counted in determining his vested interest in this Plan, except the following:


          (a)     
Service which is disregarded under the provisions of Section 3.3;


          (b)     
Service prior to the Effective Date of this Plan if such Service would have been disregarded under
the "break in service" rules (within the meaning of Section 1.411(a)-5(b) of the Treasury Regulations).


3.3     Credit for Pre-Break Service.


          
Upon his resumption of participation following one or a series of consecutive Breaks, an Employee's pre-Break Service shall be reinstated to his credit for eligibility and vesting purposes only if either:


          (a)     
He was vested in any portion of his accrued benefit at the time the Break(s) began; or


          (b)     
The number of his consecutive Breaks does not equal or exceed the greater of 5 or the number
of his Years of Eligibility Service or Years of Vesting Service, as the case may be, credited to him before the Breaks
began.


          
Except as provided in the foregoing, none of an Employee's Service prior to one or a series of consecutive
Breaks shall be counted for any purpose in connection with his participation in this Plan thereafter.


3.4     Service Credit During Authorized Leaves.


          
An Employee shall receive no Service credit under Section 3.1 or 3.2 during any Authorized Leave of
Absence.  However, solely for the purpose of determining whether he has incurred a Break during any Plan Year
in which he is absent from Service for one or more Authorized Leaves of Absence, he shall be credited with 45
Hours of Service for each week during any such leave period.  Notwithstanding the foregoing, if an Employee fails
to return to Service on or before the end of a leave period, he shall be deemed to have terminated Service as of the
first day of such leave period and his credit for Hours of Service, determined under this Section 3.4, shall be
revoked.  Notwithstanding anything contained herein to the contrary, an Employee who is absent by reason of
military service as set forth in Section 1.1(e)(1) shall be given Service credit under this Plan for such military leave
period to the extent, and for all purposes, required by law.


3.5     Service Credit During Maternity or Paternity Leave.


          
For purposes of determining whether a Break has occurred for participation and vesting purposes, an
individual who is on maternity or paternity leave as described in Section 1.1(cc), shall be deemed to have completed
Hours of Service during such period of absence, all in accordance with Section 1.1(cc).  Notwithstanding the
foregoing, no credit shall be given for such Hours of Service unless the individual furnishes to the Administrator
such timely information as the Administrator may reasonably require to determine:





10

NEXT PAGE





          
(a) that the absence from Service was attributable to one of the maternity or paternity reasons enumerated
in Section 1.1(cc); and


          
(b) the number of days of such absence.


In no event, however, shall any credit be given for such leave other than for determining whether a Break has
occurred.


3.6     Ineligible Employees.


          
Notwithstanding any provisions of this Plan to the contrary, any Employee who is ineligible to participate
in this Plan either because of his failure


          (a)     
To meet the eligibility requirements contained in Article II; or


          (b)     
To be a Participant, as defined in Section 1.1(gg),


shall, nevertheless, earn Years of Eligibility Service and Years of Vesting Service pursuant to the rules contained
in this Article III.  However, such Employee shall not be entitled to an allocation of any contributions or forfeitures
hereunder unless and until he becomes a Participant in this Plan, and then, only during his period of participation.





11

NEXT PAGE





ARTICLE IV
CONTRIBUTIONS

4.1     Employee Stock Ownership Contribution.


          (a)     
Subject to all of the provisions of this Article IV, for each Plan Year commencing on or after the
Effective Date, the Employer shall make an Employee Stock Ownership Contribution to the Fund in such amount
as may be determined by resolution of the Board of Directors in its discretion; provided, however, that the Employer
shall contribute an amount in cash not less than the amount required to enable the Trustee to discharge any
indebtedness incurred with respect to an Exempt Loan in accordance with Section 8.6(c).  If any part of the
Employee Stock Ownership Contribution under this Section 4.1 for any Plan Year is in cash in an amount
exceeding the amount needed to pay the amount due during or prior to such Plan Year with respect to an Exempt
Loan, such cash shall be applied by the Trustee, as directed by the Administrator in its sole discretion, either to the
purchase of Employer Securities or to repay an Exempt Loan.  Contributions hereunder shall be in the form of cash,
Employer Securities or any combination thereof.  In determining the value of Employer Securities transferred to
the Fund as an Employee Stock Ownership Contribution, the Administrator may determine the average of closing
prices of such securities for a period of up to 90 consecutive days immediately preceding the date on which the
securities are contributed to the Fund.  In the event that the Employer Securities are not readily tradable on an
established securities market, the value of the Employer Securities transferred to the Fund shall be determined by
an independent appraiser in accordance with Section 8.9.


          (b)     
Subject to Section 4.1(a), in no event shall the Employee Stock Ownership Contribution exceed
for any Plan Year the maximum amount that may be deducted by the Employer under Section 404 of the Code, nor
shall such contribution cause the Employer to violate its regulatory capital requirements.  Each Employee Stock
Ownership Contribution by the Employer shall be deemed to be made on the express condition that the Plan, as then
in effect, shall be qualified under Sections 401(a) and 501(a) of the Code and that the amount of such contribution
shall be deductible from the Employer's income under Section 404 of the Code.


4.2     Time and Manner of Employee Stock Ownership Contribution.


          (a)     
The Employee Stock Ownership Contribution (if any) for each Plan Year shall be paid to the
Trustee in one lump sum or installments at any time on or before the expiration of the time prescribed by law
(including any extensions) for filing of the Employer's federal income tax return for its fiscal year ending concurrent
with or during such Plan Year; provided, however, that the Employee Stock Ownership Contribution (if any) for
a Plan Year shall be made in a timely manner to make any required payment of principal and/or interest on an
Exempt Loan for such Plan Year.  Any portion of the Employee Stock Ownership Contribution for each Plan Year
that may be made prior to the last day of the Plan Year shall, if there is an Exempt Loan outstanding at such time,
at the election of the Administrator, either (i) be applied immediately to make payments on such Exempt Loan or
(ii) be maintained in the Employee Stock Ownership Suspense Account described in Section 5.2 until the last day
of such Plan Year.


          (b)     
If an Employee Stock Ownership Contribution for a Plan Year is paid after the close of the
Employer's fiscal year which ends concurrent with or during such Plan Year but on or prior to the due date
(including any extensions) for filing of the Employer's federal income tax return for such fiscal year, it shall be
considered, for allocation purposes, as an Employee Stock Ownership Contribution to the Fund for the Plan Year
for which it was computed and accrued, unless such contribution is accompanied by a statement to the Trustee,
signed by the Employer, which specifies that the Employee Stock Ownership Contribution is made with respect to
the Plan Year in which it is received by the Trustee.  Any Employee Stock Ownership Contribution paid by the
Employer during any Plan Year but after the due date (including any extensions) for filing of its federal income tax
return for the fiscal year of the Employer ending on or before the last day of the preceding Plan Year shall be
treated, for allocation purposes, as an Employee Stock Ownership Contribution to the Fund for the Plan Year in
which the contribution is paid to the Trustee.





12

NEXT PAGE





          (c)     
Notwithstanding anything contained herein to the contrary, no Employee Stock Ownership
Contribution shall be made for any Plan Year during which a limitations account created pursuant to Section
5.6(c)(3) is in existence until the balance of such limitations account has been reallocated in accordance with
Section 5.6(c)(3).


4.3     Records of Contributions.


          
The Employer shall deliver at least annually to the Trustee, with respect to the Employee Stock Ownership
Contribution contemplated in Section 4.1, a certificate of the Administrator, in such form as the Trustee shall
approve, setting forth:


          (a)     
The aggregate amount of such contribution, if any, to the Fund for such Plan Year;


          (b)     
The names, Internal Revenue Service identifying numbers and current residential addresses of
all Participants in the Plan;


          (c)     
The amount and category of contributions to be allocated to each such Participant; and


          (d)     
Any other information reasonably required for the proper operation of the Plan.


4.4     Erroneous Contributions.


          (a)    
Notwithstanding anything herein to the contrary, upon the Employer's written request, a
contribution which was made by a mistake of fact, or conditioned upon the initial qualification of the Plan, under
Code Section 401(a), or upon the deductibility of the contribution under Section 404 of the Code, shall be returned
to the Employer by the Trustee within one year after the payment of the contribution, the denial of the qualification
or the disallowance of the deduction (to the extent disallowed), whichever is applicable; provided, however, that
in the case of denial of the initial qualification of the Plan, a contribution shall not be returned unless an
Application for Determination has been timely filed with the Internal Revenue Service.  Any portion of a
contribution returned pursuant to this Section 4.4 shall be adjusted to reflect its proportionate share of the losses
of the Fund, but shall not be adjusted to reflect any earnings or gains.  Notwithstanding any provisions of this Plan
to the contrary, the right or claim of any Participant or Beneficiary to any asset of the Fund or any benefit under
this Plan shall be subject to and limited by this Section 4.4.


          (b)     
In no event shall Employee contributions be accepted.  Any such Employee contributions (and
any earnings attributable thereto) mistakenly received by the Trustee shall promptly be returned to the Participant. 





13

NEXT PAGE





ARTICLE V
ACCOUNTS, ALLOCATIONS AND INVESTMENTS

5.1     Establishment of Separate Participant Accounts.


          
The Administrator shall establish and maintain a separate Account for each Participant in the Plan and
for each Former Participant in accordance with the provisions of this Article V.  Such separate Account shall be
for bookkeeping purposes only and shall not require a segregation of the Fund, and no Participant, Former
Participant or Beneficiary shall acquire any right to or interest in any specific assets of the Fund as a result of the
allocations provided for under this Plan.


          (a)     
Employee Stock Ownership Accounts.



The Administrator shall establish a separate Employee Stock Ownership Account in the Fund for
each Participant.  The Administrator may establish subaccounts hereunder, an Employer Stock Account reflecting
a Participant's interest in Employer Securities held by the Fund, and an Other Investments Account reflecting the
Participant's interest in his Employee Stock Ownership Account other than Employer Securities.  Each Participant's
Employer Stock Account shall reflect his share of any Employee Stock Ownership Contribution made in Employer
Securities, his allocable share of forfeitures (as described in Section 5.4), and any Employer Securities attributable
to earnings on such stock.  Each Participant's Other Investments Account shall reflect any Employee Stock
Ownership Contribution made in cash, any cash dividends on Employer Securities allocated and credited to his
Employee Stock Ownership Account (other than currently distributable dividends) and his share of corresponding
cash forfeitures, and any income, gains, losses, appreciation, or depreciation attributable thereto.



          (b)     
Distribution Accounts.



In any case where distribution of a terminated Participant's vested Account is to be deferred, the
Administrator may establish a separate, nonforfeitable account in the Fund to which the balance in his Employee
Stock Ownership Account in the Plan shall be transferred after such Participant incurs a Break.  Unless the Former
Participant's distribution accounts are segregated for investment purposes pursuant to Article IX, they shall share
in Investment Adjustments.



          (c)     
Other Accounts.



The Administrator shall establish such other separate accounts for each Participant as may be
necessary or desirable for the convenient administration of the Fund.



5.2     Establishment of Suspense Accounts.


          The Administrator shall establish a separate Employee Stock Ownership Suspense Account.  There shall
be credited to such account any Employee Stock Ownership Contribution that may be made prior to the last day of
the Plan Year and that are allocable to the Employee Stock Ownership Suspense Account pursuant to Section 4.2(a).
The Employee Stock Ownership Suspense Account shall share proportionately as to time and amount in any
Investment Adjustments.  As of the last day of each Plan Year, the balance of the Employee Stock Ownership
Suspense Account shall be added to the Employee Stock Ownership Contribution and allocated to the Employee
Stock Ownership Accounts of Participants as provided in Section 5.5, except as provided herein.  In the event that
the Plan takes an Exempt Loan, the Employer Securities purchased thereby shall be allocated as Financed Shares
to a separate Exempt Loan Suspense Account, from which Employer Securities shall be released in accordance with
Section 8.5 and shall be allocated in accordance with Section 8.6(b).




14

NEXT PAGE





5.3     Allocation of Earnings, Losses and Expenses.


          
As of each Valuation Date, any increase or decrease in the net worth of the aggregate Employee Stock
Ownership Accounts held in the Fund attributable to earnings, losses, expenses and unrealized appreciation or
depreciation in each such aggregate account, as determined by the Trustee pursuant to the Trust Agreement, shall
be credited to or deducted from the appropriate suspense accounts and all Participants' Employee Stock Ownership
Accounts (except segregated distribution accounts described in Section 5.1(b) and the "limitations account"
described in Section 5.6(c)(3)) in the proportion that the value of each such account (determined immediately prior
to such allocation and before crediting any Employee Stock Ownership Contribution and forfeitures for the current
Plan Year but after adjustment for any transfer to or from such accounts and for the time such funds were in such
accounts) bears to the value of all Employee Stock Ownership Accounts.


5.4     Allocation of Forfeitures.


          
As of the last day of each Plan Year, all forfeitures attributable to the Employee Stock Ownership Accounts
which are then available for reallocation shall be, as appropriate, added to the Employee Stock Ownership
Contribution (if any) for such year and allocated among the Participants' Employee Stock Ownership Accounts, as
appropriate, in the manner provided in Sections 5.5 and 5.6. 


5.5     Allocation of Employee Stock Ownership Contribution.


          
As of the last day of each Plan Year for which the Employer shall make an Employee Stock Ownership
Contribution, the Administrator shall allocate the Employee Stock Ownership Contribution (including reallocable
forfeitures) for such Plan Year to the Employee Stock Ownership Account of each Participant who completed a
Year of Vesting Service during that Plan Year, provided that he is still employed by the Employer on the last day
of the Plan Year.  Such allocation shall be made in the same proportion that each such Participant's Compensation
for such Plan Year bears to the total Compensation of all such Participants for such Plan Year, subject to Section
5.6.  Notwithstanding the foregoing, if a Participant attains his Normal Retirement Date and terminates Service
prior to the last day of the Plan Year, or dies or becomes Disabled during the Plan Year, but after completing a Year
of Vesting Service, he shall be entitled to an allocation based on his Compensation earned prior to his termination
and during the Plan Year.  Furthermore, if a Participant completes a Year of Vesting Service and is on a Leave of
Absence on the last day of the Plan Year because of pregnancy or other medical reason, such a Participant shall be
entitled to an allocation based on his Compensation earned during such Plan Year.


5.6     Limitation on Annual Additions.


          (a)     
Notwithstanding any provisions of this Plan to the contrary, the total Annual Additions credited
to a Participant's Account under this Plan (and accounts under any other defined contribution plan maintained by
the Employer or a Related Employer) for any Limitation Year shall not exceed the lesser of:



																							(1)     		
$40,000, as adjusted for increases in the cost-of-living under section 415(d) of the Code, or






																							(2)     		
100 percent of the Participant's Compensation, within the meaning of this Section 5.6,
for the Limitation Year.  The Compensation limit referred to in (2) shall not apply to
any contribution for medical benefits after separation from service (within the meaning
of section 401(h) or section 419(f)(2) of the Code) which is otherwise treated as an
Annual Addition.




          (b)     
Solely for the purpose of this Section 5.6, the term "compensation" is defined as wages, salaries,
fees for professional services, pre-tax elective deferrals and salary reduction contributions under a plan described
in Section 401(k), 125, 132(f)(4) and 457 of the Code, and other amounts received (without regard to whether or




15

NEXT PAGE





not an amount is paid in cash) for personal services actually rendered in the course of employment with the
Employer or a Related Employer, to the extent that the amounts are includable in gross income (including, but not
limited to, commissions paid to salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense
allowances under a nonaccountable plan (as described in Treas. Regs. Section 1.62-2(c)), and excluding the
following:


(1)     
Employer contributions by the Employer or a Related Employer to a plan of deferred
compensation (other than elective deferrals as described above) which are not includable in the Employee's
gross income for the taxable year in which contributed, or employer contributions by the Employer or a
Related Employer under a simplified employee pension plan to the extent such contributions are deductible
by the Employee, or any distributions from a plan of deferred compensation;


(2)     
Amounts realized from the exercise of a non-qualified stock option, or when restricted
stock (or property) held by the Employee either becomes freely transferable or is no longer subject to a
substantial risk of forfeiture;


	(3)     
Amounts realized from the sale, exchange or other disposition of stock acquired under
a qualified stock option; and


(4)     
Other amounts which received special tax benefits or contributions made by the employer
(whether or not under a salary reduction agreement) towards the purchase of an annuity contract described
in section 403(b) of the Code (whether or not the contributions are actually excludable from the gross
income of the Employee).




          (c)     In the event that the limitations on Annual Additions described in Section 5.6(a) above are
exceeded with respect to any Participant in any Limitation Year, then the contributions allocable to the Participant
for such Limitation Year shall be reduced to the minimum extent required by such limitations, in the following
order of priority:


               (1)
     The Administrator shall determine to what extent the Annual Additions to any
Participant's Employee Stock Ownership Account must be reduced in each Limitation Year.  The
Administrator shall reduce the Annual Additions to all other qualified, tax-exempt retirement plans
maintained by the Employer or a Related Employer in accordance with the terms contained therein for
required reductions or reallocations mandated by Section 415 of the Code before reducing any Annual
Additions in this Plan.


               (2)     
If any further reductions in Annual Additions are necessary, then the Employee Stock
Ownership Contribution and forfeitures allocated during such Limitation Year to the Participant's
Employee Stock Ownership Account shall be reduced.   The amount of any such reductions in the
Employee Stock Ownership Contribution and forfeitures shall be reallocated to all other Participants in
the same manner as set forth under Sections 5.4 and 5.5.


               
(3)     Any amounts which cannot be reallocated to other Participants in a current Limitation
Year in accordance with Section 5.6(c)(2) above because of the limitations contained in Sections 5.6(a)
and (d) shall be credited to an account designated as the "limitations account" and carried forward to the
next and subsequent Limitation Years until it can be reallocated to all Participants as set forth in Sections
5.4 and 5.5, as appropriate.  No Investment Adjustments shall be allocated to this limitations account.  In
the next and subsequent Limitation Years, all amounts in the limitations account must be allocated in the
manner described in Sections 5.4 and 5.5, as appropriate, before any Employee Stock Ownership
Contribution may be made to this Plan for that Limitation Year.





16

NEXT PAGE





               
(4)     In the event this Plan is voluntarily terminated by the Employer under Section 13.5, any
amounts credited to the limitations account described in Section 5.6(c)(3) above which have not be
reallocated as set forth herein shall be distributed to the Participants who are still employed by the
Employer on the date of termination, in the proportion that each Participant's Compensation bears to the
Compensation of all Participants.


5.7     Erroneous Allocations.


          No Participant shall be entitled to any Annual Additions or other allocations to his Account in excess of
those permitted under Sections 5.3, 5.4, 5.5, and 5.6.  If it is determined at any time that the Administrator has
erred in accepting and allocating any contributions or forfeitures under this Plan, or in allocating Investment
Adjustments, or in excluding or including any person as a Participant, then the Administrator, in a uniform and
nondiscriminatory manner, shall determine the manner in which such error shall be corrected and shall promptly
advise the Trustee in writing of such error and of the method for correcting such error.  The accounts of any or all
Participants may be revised, if necessary, in order to correct such error.  To the extent applicable, such correction
shall be made in accordance with the provisions of the most recent Internal Revenue Service Revenue Procedure
regarding self-correction of tax-qualification defects. 


5.8     Value of Participant's Account.


          At any time, the value of a Participant's Account shall consist of the aggregate value of his Employee Stock
Ownership Account and his distribution account, if any, determined as of the next-preceding Valuation Date.  The
Administrator shall maintain adequate records of the cost basis of Employer Securities allocated to each
Participant's Employee Stock Ownership Account. 


5.9     Investment of Account Balances.


          The Employee Stock Ownership Accounts shall be invested primarily in Employer Securities.  All sales
of Employer Securities by the Trustee attributable to the Employee Stock Ownership Accounts of all Participants
shall be charged pro rata to the Employee Stock Ownership Accounts of all Participants.





17

NEXT PAGE





ARTICLE VI
RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY

6.1     Normal Retirement.


          
A Participant who reaches his Normal Retirement Date and who shall retire at that time shall
thereupon be entitled to retirement benefits based on the value of his Account, payable pursuant to the
provisions of Section 9.1.  A Participant who remains in Service after his Normal Retirement Date shall not be
entitled to any retirement benefits until his actual termination of Service thereafter (except as provided in
Section 9.4), and he shall meanwhile continue to participate in this Plan.


6.2     Early Retirement.


          
There is no early retirement under this Plan.


6.3     Disability Retirement.


          
In the event a Participant incurs a Disability, he may retire on his Disability Retirement Date and shall
thereupon be entitled to retirement benefits based on the value of his Account, payable pursuant to the
provisions of Section 9.1.


6.4     Death Benefits.


          (a)     
Upon the death of a Participant before his Retirement or other termination of Service, the
value of his Account shall be payable pursuant to the provisions of Section 9.1.  The Administrator shall direct
the Trustee to distribute his Account to any surviving Beneficiary designated by the Participant or, if none, to
such persons specified in Section 6.5(b).

          (b)     
Upon the death of a Former Participant, the Administrator shall direct the Trustee to
distribute any undistributed balance of his Account to any surviving Beneficiary designated by him or, if none,
to such persons specified in Section 6.5(b).


          (c)     
The Administrator may require such proper proof of death and such evidence of the right of
any person to receive the balance credited to the Account of a deceased Participant or Former Participant as the
Administrator may deem desirable.  The Administrator's determination of death and of the right of any person
to receive payment shall be conclusive.


6.5     Designation of Beneficiary and Manner of Payment.


          (a)     
Each Participant shall have the right to designate a Beneficiary to receive the sum or sums to
which he may be entitled upon his death.  The Participant may also designate the manner in which any death
benefits under this Plan shall be payable to his Beneficiary, provided that such designation is in accordance
with Section 9.5.  Such designation of Beneficiary and manner of payment shall be in writing and delivered to
the Administrator, and shall be effective when received by the Administrator while the Participant is alive.  The
Participant shall have the right to change such designation by notice in writing to the Administrator while the
Participant is alive.  Such change of Beneficiary or the manner of payment shall become effective upon its
receipt by the Administrator while the Participant is alive.  Any such change shall be deemed to revoke all prior
designations.

          (b)     
If a Participant shall fail to designate validly a Beneficiary, or if no designated Beneficiary
survives the Participant, the balance credited to his Account shall be paid to the person or persons in the first of
the following classes of successive preference Beneficiaries surviving at the death of the Participant:  the





18

NEXT PAGE





Participant's (1) widow or widower, (2) natural-born or adopted children, (3) natural-born or adoptive parents,
and (4) estate.  The Administrator shall determine which Beneficiary, if any, shall have been validly designated
or entitled to receive the balance credited to the Participant's Account in accordance with the foregoing order of
preference, and its decision shall be binding and conclusive on all persons.

          (c)     
Notwithstanding the foregoing, if a Participant is married on the date of his death, the sum or
sums to which he may be entitled under this Plan upon his death shall be paid to his spouse, unless the
Participant's spouse shall have consented to the election of another Beneficiary.  Such a spousal consent shall be
in writing and shall be witnessed either by a representative of the Administrator or by a notary public.  Any
designation by an unmarried Participant shall be rendered ineffective by any subsequent marriage, and any
consent of a spouse shall be effective only as to that spouse.  If it is established to the satisfaction of the
Administrator that spousal consent cannot be obtained because there is no spouse, because the spouse cannot be
located, or other reasons prescribed by governmental regulations, the consent of the spouse may be waived, and
the Participant may designate a Beneficiary or Beneficiaries other than his spouse.



19

NEXT PAGE





ARTICLE VII
VESTING AND FORFEITURES

7.1     Vesting on Death, Disability and Normal Retirement.


          Unless his participation in this Plan shall have terminated prior thereto, upon a Participant's death,
Disability or Normal Retirement Date (whether or not he actually retires at that time) while he is still employed
by the Employer, the Participant's entire Account shall be fully vested and nonforfeitable.  


7.2     Vesting on Termination of Participation.



          Upon termination of his participation in this Plan for any reason other than death, Disability, or
Normal Retirement, a Participant shall be vested in a percentage of his Employee Stock Ownership Account,
such vested percentage to be determined under the following table, based on the Years of Vesting Service
(including Years of Vesting Service prior to the Effective Date) credited to him at the time of his termination of
participation:



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



Notwithstanding the foregoing, a Participant shall all times have a nonforfeitable interest in Employer
Securities acquired with dividends pursuant to Section 8.4(c). 


          Any portion of the Participant's Employee Stock Ownership Account which is not vested at the time he
incurs a Break shall thereupon be forfeited and disposed of pursuant to Section 7.3.  In such event, Employer
Securities shall be forfeited only after other assets. Distribution of the vested portion of a terminated
Participant's interest in the Plan shall be payable in any manner permitted under Section 9.1.


7.3     Disposition of Forfeitures.


          (a)     
In the event a Participant incurs a Break and subsequently resumes both his Service and his
participation in the Plan prior to incurring at least 5 Breaks, the forfeitable portion of his Employee Stock
Ownership Account shall be reinstated to the credit of the Participant as of the date he resumes participation.


          (b)     
In the event a Participant terminates Service and subsequently incurs a Break and receives a
distribution, or in the event a Participant does not terminate Service, but incurs at least 5 Breaks, or in the event
that a Participant terminates Service and incurs at least 5 Breaks but has not received a distribution, then the
forfeitable portion of his Employee Stock Ownership Account, including Investment Adjustments, shall be
reallocated to other Participants, pursuant to Section 5.4, as of the date the Participant incurs such Break or
Breaks, as the case may be.


          (c)     
In the event a former Participant who had received a distribution from the Plan is rehired, he
shall repay the amount of his distribution before the earlier of 5 years after the date of his rehire by the
Employer, or the close of the first period of 5 consecutive Breaks commencing after the withdrawal, in order for
any forfeited amounts to be restored to him.



20

NEXT PAGE





ARTICLE VIII
EMPLOYEE STOCK OWNERSHIP PROVISIONS

8.1     Right to Demand Employer Securities.


          
A Participant entitled to a distribution from his Account shall be entitled to demand that his interest in
the Account be distributed to him in the form of Employer Securities, all subject to Section 9.9.  The
Administrator shall notify the Participant of his right to demand distribution of his vested Account balance
entirely in whole shares of Employer Securities (with the value of any fractional share paid in cash).  However,
if the charter or by-laws of the Employer restrict ownership of substantially all of the outstanding Employer
Securities to Employees and the Trust, then the distribution of a Participant's vested Account shall be made
entirely in the form of cash or other property, and the Participant is not entitled to a distribution in the form of
Employer Securities.


8.2     Voting Rights.


          
Each Participant with an Employee Stock Ownership Account shall be entitled to direct the Trustee as
to the manner in which the Employer Securities in such account are to be voted.  Employer Securities held in
the Employee Stock Ownership Suspense Account or the Exempt Loan Suspense Account shall be voted by the
Trustee on each issue with respect to which shareholders are entitled to vote in the same proportion as the
Participants who directed the Trustee as to the manner of voting their shares in the Employee Stock Ownership
Accounts with respect to such issue (that is, affirmatively, negatively or with an abstention).  In the event that a
Participant fails to give timely voting instructions to the Trustee with respect to the voting of Employer
Securities that are allocated to his Employee Stock Ownership Account, the Trustee shall vote such shares in
such manner as directed by the Administrator.


8.3     Nondiscrimination in Employee Stock Ownership Contribution.


          
In the event that the amount of the Employee Stock Ownership Contribution that would be required in
any Plan Year to make the scheduled payments on an Exempt Loan would exceed the amount that would
otherwise be deductible by the Employer for such Plan Year under Code Section 404, then no more than one-third of the Employee Stock Ownership Contribution for the Plan Year, which is also the Employer's taxable
year, shall be allocated to the group of Employees who:


          (a)     
Was at any time during the Plan Year or the preceding Plan Year a 5 percent owner of the
Employer; or


          (b)     
Received compensation (within the meaning of Section 5.6) from the Employer for the
preceding Plan Year in excess of $80,000, as adjusted under Code Section 414(q).


          
The determination of who is included in the group of Employees described above will be made in
accordance with Section 414(q) of the Code and the regulations thereunder.  Amounts not allocable on account
of this Section 8.4 shall be allocated among the Accounts of Participants who are not highly compensated
employees, as defined herein, in accordance with Sections 5.5 and 5.6. 


8.4     Dividends.


												(a)										Dividends paid with respect to Employer Securities credited to a Participant's Employee Stock
Ownership Account as of the record date for the dividend payment may be allocated to the
Participant's Employee Stock Ownership Account, paid in cash to the Participant, or used by
the Trustee to make payments on an Exempt Loan, pursuant to the direction of the
Administrator.




21

NEXT PAGE







												(b)										If the Administrator shall direct that the aforesaid dividends shall be paid directly to
Participants, the dividends paid with respect to such Employer Securities shall be paid to the
Plan, from which dividend distributions in cash shall be made to the Participants with respect
to the Employer Securities in their Employee Stock Ownership Accounts within 90 days of the
close of the Plan Year in which the dividends were paid.



												(c)										If the Administrator permits, then Participants shall be able to elect, in accordance with
regulations or other guidance, to have the dividends paid and allocable to the Participant's
Account either (i) distributed to the Participant (or his Beneficiary) no later than 90 days after
close of the Plan Year in which the dividend is paid (reduced by any investment losses
occurring from when the dividend is paid to the Plan to when it is distributed to the
Participant), or (ii) retained in the Participant's Account under the Plan to be invested in
Employer Securities.  Such election procedure shall be consistent with the requirements of
Section 404(k) of the Code.


												(d)										If dividends on Employer Securities already allocated to Participants' Employee Stock
Ownership Accounts are used to make payments on an Exempt Loan, the Employer Securities
which are released from the Exempt Loan Suspense Account shall first be allocated to each
Employee Stock Ownership Account in an amount equal to the amount of dividends that
would have been allocated to such Account if the dividends had not been used to make
payments on an Exempt Loan, and the remaining Employer Securities (if any) which are
released shall be allocated in the proportion that the value of each Employee Stock Ownership
Account bears to the value of all such Accounts, all in accordance with Section 404(k) of the
Code.


												(e)										Dividends on Employer Securities obtained pursuant to an Exempt Loan and still held in the
Exempt Loan Suspense Account may be used to make payments on an Exempt Loan, as
described in Section 8.6.



8.5     Exempt Loans.


          (a)     
The Sponsor may direct the Trustee to obtain Exempt Loans.  The Exempt Loan may take the
form of (i) a loan from a bank or other commercial lender to purchase Employer Securities (ii) a loan from the
Employer to the Plan; or (iii) an installment sale of Employer Securities to the Plan.  The proceeds of any such
Exempt Loan shall be used, within a reasonable time after the Exempt Loan is obtained, only to purchase
Employer Securities, repay the Exempt Loan, or repay any prior Exempt Loan.  Any such Exempt Loan shall
provide for no more than a reasonable rate of interest and shall be without recourse against the Plan.  The
number of years to maturity under the Exempt Loan must be definitely ascertainable at all times.  The only
assets of the Plan that may be given as collateral for an Exempt Loan are Financed Shares acquired with the
proceeds of the Exempt Loan and Financed Shares that were used as collateral for a prior Exempt Loan repaid
with the proceeds of the current Exempt Loan.  Such Financed Shares so pledged shall be placed in an Exempt
Loan Suspense Account.  No person or institution entitled to payment under an Exempt Loan shall have
recourse against Trust assets other than the Financed Shares, the Employer Stock Ownership Contribution
(other than contributions of Employer Securities) that is available under the Plan to meet obligations under the
Exempt Loan, and earnings attributable to such Financed Shares and the investment of such contribution.  Any
Employee Stock Ownership Contribution paid during the Plan Year in which an Exempt Loan is made
(whether before or after the date the proceeds of the Exempt Loan are received), any Employee Stock
Ownership Contribution paid thereafter until the Exempt Loan has been repaid in full, and all earnings from
investment of such Employee Stock Ownership Contribution, without regard to whether any such Employee
Stock Ownership Contribution and earnings have been allocated to Participants' Employee Stock Ownership
Accounts, shall be available to meet obligations under the Exempt Loan as such obligations accrue,





22

NEXT PAGE





unless otherwise provided by the Employer at the time any such contribution
is made.  Any pledge of Employer Securities shall provide for the release of Financed Shares upon the payment
of any portion of the Exempt Loan.  

          (b)     
For each Plan Year during the duration of the Exempt Loan, the number of Financed Shares
released from such pledge shall equal the number of Financed Shares 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
extension or renewal periods.  If interest on any Exempt Loan is variable, the interest to be paid in future years
under the Exempt Loan shall be computed by using the interest rate applicable as of the end of the Plan Year.


          (c)     
Notwithstanding the foregoing, the Trustee may, in accordance with the direction of the
Administrator, obtain an Exempt Loan pursuant to the terms of which the number of Financed Shares to be
released from encumbrance shall be determined with reference to principal payments only.  In the event that
such an Exempt Loan is obtained, annual payments of principal and interest shall be at a cumulative rate that is
not less rapid at any time than level payments of such amounts for not more than 10 years.  The amount of
interest in any such annual loan repayment shall be disregarded only to the extent that it would be determined
to be interest under standard loan amortization tables.  The requirement set forth in the preceding sentence
shall not be applicable from the time that, by reason of a renewal, extension, or refinancing, the sum of the
expired duration of the Exempt Loan, the renewal period, the extension period, and the duration of a new
Exempt Loan exceeds 10 years.  


8.6     Exempt Loan Payments.


          (a)     
Payments of principal and interest on any Exempt Loan during a Plan Year shall be made by
the Trustee (as directed by the Administrator) only from (1) the Employee Stock Ownership Contribution to the
Trust made to meet the Plan's obligation under an Exempt Loan (other than contributions of Employer
Securities) and from any earnings attributable to Financed Shares and investments of such contributions (both
received during or prior to the Plan Year); (2) the proceeds of a subsequent Exempt Loan made to repay a prior
Exempt Loan; and (3) the proceeds of the sale of any Financed Shares.  Such contribution and earnings shall be
accounted for separately by the Plan until the Exempt Loan is repaid.


          (b)     
Employer Securities released from the Exempt Loan Suspense Account by reason of the
payment of principal or interest on an Exempt Loan from amounts allocated to Participants' Employee Stock
Ownership Accounts shall immediately upon release be allocated as set forth in Section 5.5.  


          (c)     
The Employer shall contribute to the Trust sufficient amounts to enable the Trust to pay
principal and interest on any such Exempt Loans as they are due, provided, however, that no such contribution
shall exceed the limitations in Section 5.6.  In the event that such contributions by reason of the limitations in
Section 5.6 are insufficient to enable the Trust to pay principal and interest on such Exempt Loan as it is due,
then upon the Administrator's direction the Employer shall:




(1)     
Make an Exempt Loan to the Trust in sufficient amounts to meet such principal and
interest payments.  Such new Exempt Loan shall be subordinated to the prior Exempt Loan.  Employer
Securities released from the pledge of the prior Exempt Loan shall be pledged as collateral to secure
the new Exempt Loan.  Such Employer Securities will be released from this new pledge and allocated
to the Employee Stock Ownership Accounts of the Participants in accordance with the applicable
provisions of the Plan;


(2)
     
Purchase any Financed Shares in an amount necessary to provide the Trustee with
sufficient funds to meet the principal and interest repayments.  Any such sale by the Plan shall meet
the requirements of Section 408(e) of the Act; or







23

NEXT PAGE








(3)     Any combination of the foregoing.




          
However, the Employer shall 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 Section 4975(e)(7) of the Code.

          (d)  
Except as provided in Section 8.1 above 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 Section
4975(e)(7) of the Code, or any repayment of an Exempt Loan, no shares of Employer Securities acquired with
the proceeds of an Exempt Loan obtained by the Trust to purchase Employer Securities may be subject to a put,
call or other option, or buy-sell or similar arrangement, while such shares are held by the Plan or when such
shares are distributed from the Plan.  The provisions of this Section 8.6(d) shall continue to be applicable to
Employer Securities held by the Trustee, whether or not allocated to Participants' and Former Participants'
Accounts, even if the Plan ceases to be an employee stock ownership plan, as defined in Section 4975(e)(7) of
the Code.

8.7     Put Option.


          
In the event that the Employer Securities distributed to a Participant are not readily tradable on an
established market, the Participant shall be entitled to require that the Employer repurchase the Employer
Securities under a fair valuation formula, as provided by governmental regulations.  The Participant or
Beneficiary shall be entitled to exercise the put option described in the preceding sentence for a period of not
more than 60 days following the date of distribution of Employer Securities to him.  If the put option is not
exercised within such 60-day period, the Participant or Beneficiary may exercise the put option during an
additional period of not more than 60 days after the beginning of the first day of the first Plan Year following
the Plan Year in which the first put option period occurred, all as provided in regulations promulgated by the
Secretary of the Treasury.


          
If a Participant exercises the foregoing put option with respect to Employer Securities that were
distributed as part of a total distribution pursuant to which a Participant's Employee Stock Ownership Account
is distributed to him in a single taxable year, the Employer or the Plan may elect to pay the purchase price of
the Employer Securities over a period not to exceed 5 years.  Such payments shall be made in substantially
equal installments not less frequently than annually over a period beginning not later than 30 days after the
exercise of the put option.  Reasonable interest shall be paid to the Participant with respect to the unpaid
balance of the purchase price, and adequate security shall be provided with respect thereto.  In the event that a
Participant exercises a put option with respect to Employer Securities that are distributed as part of an
installment distribution, if permissible under Section 9.5, the amount to be paid for such securities shall be paid
not later than 30 days after the exercise of the put option.


8.8     Diversification Requirements.


          
Each Participant who has completed at least 10 years of participation in the Plan and has attained age
55 may elect within 90 days after the close of each Plan Year during his "qualified election period" to direct the
Plan as to the investment of at least 25 percent of his Employee Stock Ownership Account (to the extent such
percentage exceeds the amount to which a prior election under this Section 8.8 had been made).  For purposes
of this Section 8.8, the term "qualified election period" shall mean the 5-Plan-Year period beginning with the
Plan Year after the Plan Year in which the Participant attains age 55 (or, if later, beginning with the Plan Year
after the first Plan Year in which the Employee first completes at least 10 years of participation in the Plan).  In
the case of an Employee who has attained age 60 and completed 10 years of participation in the prior Plan Year
and in the case of the election year in which any other Participant who has met the minimum age and service
requirements for diversification can make his last election hereunder, he shall be entitled to direct the Plan as to
the investment of at least 50 percent of his Employee Stock Ownership Account (to the extent such percentage





24
NEXT PAGE





exceeds the amount to which a prior election under this Section 8.8 had been made).  The Plan shall make
available at least 3 investment options (chosen by the Administrator in accordance with regulations prescribed
by the Department of Treasury) to each Participant making an election hereunder.  The Plan shall be deemed to
have met the requirements of this Section if the portion of the Participant's Employee Stock Ownership Account
covered by the election hereunder is distributed to the Participant or his designated Beneficiary within 90 days
after the period during which the election may be made.  In the absence of such a distribution, the Trustee,
pursuant to the Administrator's direction, shall implement the Participant's election within 90 days following
the expiration of the qualified election period.  Notwithstanding the foregoing, if the fair market value of the
Employer Securities allocated to the Employee Stock Ownership Account of a Participant otherwise entitled to
diversify hereunder is $500 or less as of the Valuation Date immediately preceding the first day of any election
period, then such Participant shall not be entitled to an election under this Section 8.8 for that qualified election
period.

8.9     Independent Appraiser.


          
An independent appraiser meeting the requirements of the regulations promulgated under Code
Section 170(a)(1) shall value the Employer Securities in those Plan Years when such securities are not readily
tradable on an established securities market.





25
NEXT PAGE






ARTICLE IX
PAYMENTS AND DISTRIBUTIONS

9.1     Payments on Termination of Service - In General.


          
All benefits provided under this Plan shall be funded by the value of a Participant's vested Account in
the Plan.  As soon as practicable after a Participant's Retirement, Disability, death or other termination of
Service, the Administrator shall ascertain the value of his vested Account, as provided in Article V, and the
Administrator shall hold or dispose of the same in accordance with the following provisions of this Article IX.


9.2     Commencement of Payments.


          (a)
     
Distributions upon Retirement, Disability or Death.  Upon a Participant's Retirement,
Disability or death, payment of benefits under this Plan shall, unless the Participant otherwise elects (in
accordance with Section 9.3), commence as soon as practicable after the Valuation Date next following the date
of the Participant's Retirement, Disability or death.


          (b)
     
Distribution following Termination of Service.  Unless a Participant elects otherwise, if a
Participant terminates Service prior to Retirement, Disability or death, he shall be accorded an opportunity to
commence receipt of benefits as soon as practicable after the Valuation Date next following the date of his
termination of Service.  A Participant who terminates Service with a vested Account balance shall be entitled to
receive from the Administrator a statement of his benefits.  In the event that a Participant elects not to
commence receipt of distribution in accordance with this Section 9.2(b) after the Participant incurs a Break, the
Administrator shall transfer his vested Account balance to a distribution account.  If a Participant's vested
Account balance does not exceed $1,000, the Plan Administrator shall distribute the vested portion of his
Account balance as soon as administratively feasible without the consent of the Participant or his spouse.


          (c)
     
Distribution of Larger Accounts.  If the value of a Participant's vested Account balance
exceeds $1,000, and the Account balance is immediately distributable, the Participant must consent to any
distribution of such Account balance.  The Administrator shall notify the Participant of the right to defer any
distribution until the Participant's Account balance is no longer immediately distributable.  The consent of the
Participant shall not be required to the extent that a distribution is required to satisfy Code Section 401(a)(9) or
Code Section 415. 


9.3     Mandatory Commencement of Benefits.


          (a)
     
Unless a Participant elects otherwise, in writing, distribution of benefits will begin no later
than the 60th day after the latest to occur of the close of the Plan Year in which (i) the Participant attains age
65, (ii) the tenth anniversary of the Plan Year in which the Participant commenced participation, or (iii) the
Participant terminates Service with the Employer and all Related Employers.


          (b)
     In the event that the Plan shall be subsequently amended to provide for a form of distribution
other than a lump sum, as of the first distribution calendar year, distributions, if not made in a lump sum, may
be made only over one of the following periods (or a combination thereof):



(i)     the life of the Participant,

(ii)     the life of the Participant and the designated Beneficiary,

(iii)     a period certain not extending beyond the life expectancy of the Participant, or








26

NEXT PAGE






(iv)     a period certain not extending beyond the joint and last survivor expectancy of the
Participant and a designated Beneficiary.



          (c)     
In the event that the Plan shall be subsequently amended to provide for a form of distribution
other than a lump sum, if the Participant's interest is to be distributed in other than a lump sum, the following
minimum distribution rules shall apply on or after the required beginning date:



(i)     If a Participant's benefit is to be distributed over (1) a period not extending beyond
the life expectancy of the Participant or the joint life and last survivor expectancy of the Participant and the
Participant's designated Beneficiary or (2) a period not extending beyond the life expectancy of the designated
Beneficiary, the amount required to be distributed for each calendar year, beginning with distributions for the
first distribution calendar year, must at least equal the quotient obtained by dividing the Participant's benefit by
the applicable life expectancy.


(ii)     The amount to be distributed each year, beginning with distributions for the first
distribution calendar year, shall not be less than the quotient obtained by dividing the Participant's Account
balance by the lesser of (1) the applicable life expectancy, or (2) if the Participant's spouse is not the designated
Beneficiary, the applicable divisor determined from the table set forth in Q&A-4 of section 1.401(a)(9)-2 of the
Proposed Regulations.  Distributions after the death of the Participant shall be distributed using the applicable
life expectancy in subsection (iii) of Section 9.3(b) above as the relevant divisor without regard to Proposed
Regulations section 1.401(a)(9)-2.


(iii)     The minimum distribution required for the Participant's first distribution calendar
year must be made on or before the Participant's required beginning date.  The minimum distribution for other
calendar years, including the minimum distribution for the distribution calendar year in which the Participant's
required beginning date occurs, must be made on or before December 31 of the distribution calendar year.




          (d)     
If a Participant dies after a distribution has commenced in accordance with Section 9.3(b) but
before his entire interest has been distributed to him, the remaining portion of such interest shall be distributed
to his Beneficiary at least as rapidly as under the method of distribution in effect as of the date of his death.


          (e)     
If a Participant shall die before the distribution of his Account balance has begun, the entire
Account balance shall be distributed by December 31 of the calendar year containing the fifth anniversary of the
death of the Participant, except in the following events:




(i)     If any portion of the Participant's Account balance is payable to (or for the benefit of)
a designated Beneficiary over a period not extending beyond the life expectancy of such Beneficiary and such
distributions begin not later than December 31 of the calendar year immediately following the calendar year in
which the Participant died; or

(ii)     If any portion of the Participant's Account balance is payable to (or for the benefit of)
the Participant's spouse over a period not extending beyond the life expectancy of such spouse and such
distributions begin no later than December 31 of the calendar year in which the Participant would have attained
age 70-1/2.




          If the Participant has not made a distribution election by the time of his death, the Participant's
designated Beneficiary shall elect the method of distribution no later than the earlier of (1) December 31 of the
calendar year in which distributions would be required to begin under this Article or (2) December 31 of the
calendar year which contains the fifth anniversary of the date of death of the Participant.  If the Participant has
no designated Beneficiary, or if the designated Beneficiary does not elect a method of distribution, distribution
of the Participant's entire interest shall be completed by December 31 of the calendar year containing the fifth
anniversary of the Participant's death. 





27

NEXT PAGE





          (f)     
For purposes of this Article, the life expectancy of a Participant and his spouse may be
redetermined but not more frequently than annually.  The life expectancy (or joint and last survivor expectancy)
shall be calculated using the attained age of the Participant (or designated Beneficiary) as of the Participant's
(or designated Beneficiary's) birthday in the applicable calendar year reduced by one for each calendar year
which has elapsed since the date life expectancy was first calculated.  If life expectancy is being recalculated,
the applicable life expectancy shall be the life expectancy as so recalculated.  The applicable calendar year shall
be the first distribution calendar year, and if life expectancy is being recalculated, such succeeding calendar
year.  Unless otherwise elected by the Participant (or his spouse, if applicable) by the time distributions are
required to begin, life expectancies shall be recalculated annually.  Any election not to recalculate shall be
irrevocable and shall apply to all subsequent years.  The life expectancy of a nonspouse Beneficiary may not be
recalculated.


          (g)     
For purposes of Section 9.3(b) and 9.3(e), any amount paid to a child shall be treated as if it
had been paid to a surviving spouse if such amount will become payable to the surviving spouse upon such child
reaching majority (or other designated event permitted under regulations).


          (h)     
For distributions beginning before the Participant's death, the first distribution calendar year
is the calendar year immediately preceding the calendar year which contains the Participant's required
beginning date.  For distributions beginning after the Participant's death, the first distribution calendar year is
the calendar year in which distributions are required to begin pursuant to this Article.


          (i)     
The Plan will apply the minimum distribution requirements of Section 401(a)(9) of the Code
in accordance with the regulations under Section 401(a)(9) of the Code, notwithstanding any provision of the
Plan to the contrary. 


9.4     Required Beginning Dates.


          (a)     
General Rule. The required beginning date of a Participant who is a 5-percent owner of the
Employer is the first day of April of the calendar year following the calendar year in which the Participant
attains age 70-1/2.  The required beginning date of a Participant who is not a 5-percent owner shall be April 1
of the calendar year following the later of either:  (i) the calendar year in which the Participant attains age 70-1/2, or (ii) the calendar year in which the Participant retires.


          (b)     
5-percent owner.  A Participant is treated as a 5-percent owner for purposes of this section if
such Participant is a 5-percent owner as defined in section 416(i) of the Code (determined in accordance with
section 416 but without regard to whether the plan is top-heavy) at any time during the Plan Year ending with
or within the calendar year in which such owner attains age 66-1/2 or any subsequent Plan Year.  Once
distributions have begun to a 5-percent owner under this section, they must continue to be distributed, even if
the Participant ceases to be a 5-percent owner in a subsequent year.


9.5     Form of Payment.


          Each Participant's vested Account balance shall be distributed in a lump sum payment.
Notwithstanding the preceding sentence, but subject to Section 9.3, the Administrator may not distribute a lump
sum without the Participant's consent when the present value of a Participant's total Account balance is in
excess of $1,000.  This form of payment shall be the normal form of distribution.  However, in the event that
the Administrator must commence distributions, as required by Section 9.4 herein, with respect to an Employee
who has attained age 70-1/2 and is still employed by the Employer, if the Employee does not elect a lump sum
distribution, payments shall be made in installments in such amounts as shall satisfy the minimum distribution
rules of Section 9.3.


9.6          Payments Upon Termination of Plan.





28

NEXT PAGE





          
Upon termination of this Plan pursuant to Sections 13.2, 13.4, 13.5 or 13.6, the Administrator shall
continue to perform its duties and the Trustee as directed by the Administrator, and shall make all payments
upon the following terms, conditions and provisions:  The Account balance of each affected Participant and
Former Participant shall immediately become fully vested and nonforfeitable; the Account balance of all
Participants and Former Participants shall be determined within 60 days after such termination, and the
Administrator shall have the same powers to direct the Trustee in making payments as contained in Sections
9.1 and 13.5.


9.7     Distributions Pursuant to Qualified Domestic Relations Orders.


          
Upon receipt of a domestic relations order, the Administrator shall promptly notify the Participant and
any alternate payee of receipt of the order and the Plan's procedure for determining whether the order is a
Qualified Domestic Relations Order.  While the issue of whether a domestic relations order is a Qualified
Domestic Relations Order is being determined, if the benefits would otherwise be paid, the Administrator shall
segregate in a separate account in the Plan the amounts that would be payable to the alternate payee during such
period if the order were a Qualified Domestic Relations Order.  If within 18 months the order is determined to
be a Qualified Domestic Relations Order, the amounts so segregated, along with the interest or investment
earnings attributable thereto, shall be paid to the alternate payee.  Alternatively, if within 18 months, it is
determined that the order is not a Qualified Domestic Relations Order or if the issue is still unresolved, the
amounts segregated under this Section 9.7, with the earnings attributable thereto, shall be paid to the
Participant or Beneficiary who would have been entitled to such amounts if there had been no order.  The
determination as to whether the order is qualified shall be applied prospectively.  Thus, if the Administrator
determines that the order is a Qualified Domestic Relations Order after the 18-month period, the Plan shall not
be liable for payments to the alternative payee for the period before the order is determined to be a Qualified
Domestic Relations Order. 


9.8     Cash-Out Distributions.


          
If a Participant receives a distribution of his entire vested Account balance because of the termination
of his participation in the Plan, the Plan shall disregard a Participant's Service with respect to which such cash-out distribution shall have been made, in computing his Account balance in the event that a Former Participant
shall again become an Employee and become eligible to participate in the Plan.  Such a distribution shall be
deemed to be made on termination of participation in the Plan if it is made not later than the close of the second
Plan Year following the Plan Year in which such termination occurs.  The forfeitable portion of a Participant's
Account balance shall be restored upon repayment to the Plan by such Former Participant of the full amount of
the cash-out distribution, provided that the Former Participant again becomes an Employee.  Such repayment
must be made by the Employee not later than the end of the 5-year period beginning with the date the
Participant is reemployed by the Company or a Related Employer, or the close of the first period of 5
consecutive Breaks commencing after the distribution to the Participant.  Forfeitures required to be restored by
virtue of such repayment shall be restored from the following sources in the following order of preference: (i)
current forfeitures; (ii) an additional Employee Stock Ownership Contribution, as appropriate, and as subject to
Section 5.6; and (iii) investment earnings of the Fund.  In the event that a Participant's Account balance is
totally forfeitable, a Participant shall be deemed to have received a distribution of zero upon his termination of
Service.  In the event of a return to Service within 5 years of the date of his deemed distribution, the Participant
shall be deemed to have repaid his distribution in accordance with the rules of this Section 9.8.


9.9     ESOP Distribution Rules.


          
Notwithstanding any provision of this Article IX to the contrary, the distribution of a Participant's
Employee Stock Ownership Account (unless the Participant elects otherwise in writing) shall commence as
soon as administratively feasible as of the first Valuation Date coincident with or next following his death,
Disability or termination of Service, but not later than 1 year after the close of the Plan Year in which the
Participant separates from Service by reason of the attainment of his Normal Retirement Date, Disability, death
or





29

NEXT PAGE





separation from Service.  In addition, all distributions hereunder shall, to the extent that the Participant's
Account is invested in Employer Securities, be made in the form of Employer Securities or cash, or a
combination of Employer Securities and cash, in the discretion of the Administrator, subject to the Participant's
right to demand Employer Securities in accordance with Section 8.1.  Fractional shares, however, may be
distributed in the form of cash.

9.10     Direct Rollover.


          (a)     
Notwithstanding any provision of the Plan to the contrary that would otherwise limit a
distributee's election under this Article IX, a distributee may elect, at the time and in the manner prescribed by
the Administrator, to have any portion of an "eligible rollover distribution" paid directly to an "eligible
retirement plan" specified by the distributee in a "direct rollover."


          (b)     
For purposes of this Section 9.10, an "eligible rollover distribution" is any distribution of all
or any portion of the balance to the credit of the distributee, except that an "eligible rollover distribution" does
not include:  any distribution that is one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee's designated Beneficiary, or for a specified period of ten years
or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; the
portion of any distribution that is not includable in gross income (determined without regard to the exclusion
for net unrealized appreciation with respect to Employer Securities); and any hardship distribution made on
behalf of the Participant.


          (c)     
For purposes of this Section 9.10, an "eligible retirement plan" is an individual retirement
account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of
the Code, an annuity plan described in section 403(a) of the Code, or a qualified trust described in section
401(a) of the Code, that accepts the distributee's eligible rollover distribution.  However, in the case of an
"eligible rollover distribution" to the surviving spouse, an "eligible retirement plan" is an individual retirement
account or individual retirement annuity.  An eligible retirement plan shall also mean an annuity contract
described in section 403(b) of the Code and an eligible plan under section 457(b) of the Code 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.  The definition of eligible retirement plan shall also apply 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 relation order, as
defined in section 414(p) of the Code.


          (d)     
For purposes of this Section 9.10, a distributee includes a Participant or Former Participant.
In addition, the Participant's or Former Participant's surviving spouse and the Participant's or Former
Participant's spouse or former spouse who is the alternate payee under a Qualified Domestic Relations Order are
"distributees" with regard to the interest of the spouse or former spouse.


          (e)     
For purposes of this Section 9.10, a "direct rollover" is a payment by the Plan to the "eligible
retirement plan" specified by the distributee.


9.11     Waiver of 30-day Notice.


          
If a distribution is one to which Sections 401(a)(11) and 417 of the Code do not apply, such
distribution may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the
Income Tax Regulations is given, provided that: (1) the Administrator clearly informs the Participant that the
Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of
whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the
Participant, after receiving the notice, affirmatively elects a distribution.





30

NEXT PAGE





9.12     Re-employed Veterans.


          
Notwithstanding any provision of the Plan to the contrary, contributions, benefits, Plan loan
repayment suspensions and Service credit with respect to qualified military service will be provided in
accordance with Code Section 414(u).


9.13     Share Legend.


          
Employer Securities held or distributed by the Trustee may include such legend restrictions on
transferability as the Employer may reasonably require in order to assure compliance with applicable Federal
and State securities and other laws.





31

NEXT PAGE






ARTICLE X


PROVISIONS RELATING TO TOP-HEAVY PLANS

10.1     Top-Heavy Rules to Control.


          
Anything contained in this Plan to the contrary notwithstanding, if for any Plan Year the Plan is a top-heavy plan, as determined pursuant to Section 416 of the Code, then the Plan must meet the requirements of
this Article X for such Plan Year.


10.2     Top-Heavy Plan Definitions.


          
Unless a different meaning is plainly implied by the context, the following terms as used in this Article
X shall have the following meanings:


          (a)     
"Accrued Benefit" shall mean the account balances or accrued benefits of an Employee,
calculated pursuant to Section 10.3.


          (b)     
"Determination Date" shall mean, with respect to any particular Plan Year of this Plan, the
last day of the preceding Plan Year (or, in the case of the first Plan Year of the Plan, the last day of the first
Plan Year).  In addition, the term "Determination Date" shall mean, with respect to any particular plan year of
any plan (other than this Plan) in a Required Aggregation Group or a Permissive Aggregation Group, the last
day of the plan year of such plan which falls within the same calendar year as the Determination Date for this
Plan.


          (c)     
"Employer" shall mean the Employer (as defined in Section 1.1(q)) and any entity which is
(1) a member of a controlled group including such Employer, while it is a member of such controlled group
(within the meaning of Section 414(b) of the Code), (2) in a group of trades or businesses under common
control with such Employer, while it is under common control (within the meaning of Section 414(c) of the
Code), and (3) a member of an affiliated service group including such Employer, while it is a member of such
affiliated service group (within the meaning of Section 414(m) of the Code).


          (d)     
"Key Employee" shall mean any Employee or former Employee (including any deceased
Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the
Employer having annual compensation greater than $130,000 (as adjusted under section 416(i)(1) of the Code),
a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more
than $150,000.  For this purpose, annual compensation means compensation within the meaning of section
415(c)(3) of the Code.  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. 


          (e)     
"Non-Key Employee" shall mean any Employee or former Employee (or any Beneficiary of
such Employee or former Employee, as the case may be) who is not considered to be a Key Employee with
respect to this Plan.


          (f)     
"Permissive Aggregation Group" shall mean all plans in the Required Aggregation Group and
any other plans maintained by the Employer which satisfy Sections 401(a)(4) and 410 of the Code when
considered together with the Required Aggregation Group.


          (g)     
"Required Aggregation Group" shall mean each plan (including any terminated plan) of the
Employer in which a Key Employee is (or in the case of a terminated plan, had been) a Participant in the Plan
Year containing the Determination Date or any of the 4 preceding Plan Years, and each other plan of the





32







Employer which enables any plan of the Employer in which a Key Employee is a Participant to meet the
requirements of Sections 401(a)(4) or 410 of the Code.

10.3     Calculation of Accrued Benefits.


           (a)     An Employee's Accrued Benefit shall be equal to:




(1)     With respect to this Plan or any other defined contribution plan (other than a defined
contribution pension plan) in a Required Aggregation Group or a Permissive Aggregation Group, the
Employee's account balances under the respective plan, determined as of the most recent plan
valuation date within a 12-month period ending on the Determination Date, including contributions
actually made after the valuation date but before the Determination Date (and, in the first plan year of
a plan, also including any contributions made after the Determination Date which are allocated as of a
date in the first plan year).

(2)     With respect to any defined contribution pension plan in a Required Aggregation
Group or a Permissive Aggregation Group, the Employee's account balances under the plan,
determined as of the most recent plan valuation date within a 12-month period ending on the
Determination Date, including contributions which have not actually been made, but which are due to
be made as of the Determination Date.

(3)     With respect to any defined benefit plan in a Required Aggregation Group or a
Permissive Aggregation Group, the present value of the Employee's accrued benefits under the plan,
determined as of the most recent plan valuation date within a 12-month period ending on the
Determination Date, pursuant to the actuarial assumptions used by such plan, and calculated as if the
Employee terminated Service under such plan as of the valuation date (except that, in the first plan
year of a plan, a current Participant's estimated Accrued Benefit as of the Determination Date shall be
taken into account).

(4)     The present values of accrued benefits and the amounts of account balances of an
employee as of the Determination Date shall be increased by the distributions made with respect to the
employee under the Plan and any plan aggregated with the Plan under section 416(g)(2) of the Code
during the 1-year period ending on the Determination Date.  The preceding sentence shall also apply
to distributions under a terminated plan which, had it not been terminated, would have been
aggregated with the Plan under section 416(g)(2)(A)(i) of the Code.  In the case of a distribution made
for a reason other than separation from service, death, or disability, this provision shall be applied by
substituting "5-year period" for "1-year period.

(5)      The accrued benefits and accounts of any individual who has not performed services
for the Employer during the 1-year period ending on the Determination Date shall not be taken into
account.

(6)     The Accrued Benefit shall be calculated to include all amounts attributable to both
Employer and Employee contributions, but shall exclude amounts attributable to voluntary deductible
Employee contributions, if any.

(7)     Rollover and direct plan-to-plan transfers shall be taken into account as follows:






(A)     If the transfer is initiated by the Employee and made from a plan
maintained by one employer to a plan maintained by another unrelated employer, the transferring plan shall continue to count the amount transferred; the receiving                     plan shall not
count the amount transferred.





			(B)	If the transfer is not initiated by the Employee or is made between plans
maintained by related employers, the transferring plan shall no longer count the amount
transferred; the receiving plan shall count the amount transferred.








33

NEXT PAGE





10.4     Determination of Top-Heavy Status.


            This Plan shall be considered to be a top-heavy plan for any Plan Year if, as of the Determination
Date, the value of the Accrued Benefits of Key Employees exceeds 60% of the value of the Accrued Benefits of
all eligible Employees under the Plan.  Notwithstanding the foregoing, if the Employer maintains any other
qualified plan, the determination of whether this Plan is top-heavy shall be made after aggregating all other
plans of the Employer in the Required Aggregation Group and, if desired by the Employer as a means of
avoiding top-heavy status, after aggregating any other plan of the Employer in the Permissive Aggregation
Group.  If the required Aggregation Group is top-heavy, then each plan contained in such group shall be
deemed to be top-heavy, notwithstanding that any particular plan in such group would not otherwise be deemed
to be top-heavy.  Conversely, if the Permissive Aggregation Group is not top-heavy, then no plan contained in
such group shall be deemed to be top-heavy, notwithstanding that any particular plan in such group would
otherwise be deemed to be top-heavy.  In no event shall a plan included in a top-heavy Permissive Aggregation
Group be deemed a top-heavy plan unless such plan is also included in a top-heavy Required Aggregation
Group.


10.5     Minimum Contribution.


           (a)     
For any Plan Year in which the Plan is top-heavy, each Non-Key Employee who has met the
age and service requirements, if any, contained in the Plan, shall be entitled to a minimum contribution (which
may include forfeitures otherwise allocable) equal to a percentage of such Non-Key Employee's compensation
(as defined in Section 415 of the Code) as follows:




		(1)     If the Non-Key Employee is not covered by a defined benefit plan maintained by the
Employer, then the minimum contribution under this Plan shall be 3% of such Non-Key Employee's
compensation.



		(2)     If the Non-Key Employee is covered by a defined benefit plan maintained by the
Employer, then the minimum contribution under this Plan shall be 5% of such Non-Key Employee's
compensation.




           (b)     Notwithstanding the foregoing, the minimum contribution otherwise allocable to a Non-Key
Employee under this Plan shall be reduced in the following circumstances:


(1)     The percentage minimum contribution required under this Plan shall in no event
exceed the percentage contribution made for the Key Employee for whom such percentage is the
highest for the Plan Year after taking into account contributions under other defined contribution plans
in this Plan's Required Aggregation Group; provided, however, that this Section 10.5(b)(1) shall not
apply if this Plan is included in a Required Aggregation Group and this Plan enables a defined benefit
plan in such RequiredAggregation Group to meet the requirements of Section 401(a)(4) or 410 of the
Code.

(2)     No minimum contribution shall be required (or the minimum contribution shall be
reduced, as the case may be) for a Non-Key Employee under this Plan for any Plan Year if the
Employer maintains another qualified plan under which a minimum benefit or contribution is being
accrued or made on account of such Plan Year, in whole or in part, on behalf of the Non-Key
Employee, in accordance with Section 416(c) of the Code.






34

NEXT PAGE





           (c)     For purposes of this Section 10.5, there shall be disregarded (1) any Employer contributions
attributable to a salary reduction or similar arrangement, or (2) any Employer contributions to or any benefits
under Chapter 21 of the Code (relating to the Federal Insurance Contributions Act), Title II of the Social
Security Act, or any other federal or state law.

           (d)     For purposes of this Section 10.5, minimum contributions shall be required to be made on
behalf of only those Non-Key Employees, as described in Section 10.6(a), who have not terminated Service as
of the last day of the Plan Year.  If a Non-Key Employee is otherwise entitled to receive a minimum
contribution pursuant to this Section 10.5(d), the fact that such Non-Key Employee failed to complete 1,000
Hours of Service or failed to make any mandatory or elective contributions under this Plan, if any are so
required, shall not preclude him from receiving such minimum contribution.

          (e)     Matching contributions shall be taken into account for purposes of satisfying the minimum
contribution requirements of section 416(c)(2) of the Code and the Plan.  The preceding sentence shall apply
with respect to matching contributions under the Plan or, if the plan provides that the minimum contribution
requirement shall be met in another plan, such other plan.  Matching contributions that are used to satisfy the
minimum contribution requirements shall be treated as matching contributions for purposes of the actual
contribution percentage test and other requirements of section 401(m) of the Code.

10.6     Vesting.


           (a)     For any Plan Year in which the Plan is a top-heavy plan, a Participant's Account shall vest
according to the following schedule:


	Years of Vesting Service		Percentage Vested



	Less than 3		0%
	3 or more		100%



           (b)     For purposes of Section 10.6(a), the term "year of service" shall have the same meaning as
Year of Vesting Service, as set forth in Section 1.1(ss), and as modified by Section 3.2.


           (c)     If for any Plan Year the Plan becomes top-heavy and the vesting schedule set forth in Section
10.6(a) becomes effective, then, even if the Plan ceases to be top-heavy in any subsequent Plan Year, the vesting
schedule set forth in Section 10.6(a) shall remain applicable with respect to any Participant who has completed
3 or more Years of Service.




35

NEXT PAGE





ARTICLE XI
ADMINISTRATION

11.1     Appointment of Administrator.


            This Plan shall be administered by a committee consisting of up to 5 persons, whether or not
Employees or Participants, who shall be appointed from time to time by the Board of Directors to serve at its
pleasure.  The Sponsor may require that each person appointed as an Administrator shall signify his acceptance
by filing an acceptance with the Sponsor.  The term "Administrator" as used in this Plan shall refer to the
members of the committee, either individually or collectively, as appropriate.  The authority to control and
manage the operation and administration of the Plan is vested in the Administrator appointed by the Board of
Directors. The Administrator shall have the rights, duties and obligations of an "administrator," as that term is
defined in section 3(16)(A) of the Act, and of a "plan administrator," as that term is defined in Section 414(g)
of the Code.  In the event that the Sponsor shall elect not to appoint any individuals to constitute a committee to
administer the Plan, the Sponsor shall serve as the Administrator hereunder.

11.2     Resignation or Removal of Administrator.


            An Administrator shall have the right to resign at any time by giving notice in writing, mailed or
delivered to the Sponsor and to the Trustee.  Any Administrator who was an employee of the Employer at the
time of his appointment shall be deemed to have resigned as an Administrator upon his termination of Service.
The Board of Directors may, in its discretion, remove any Administrator with or without cause, by giving notice
in writing, mailed or delivered to the Administrator and to the Trustee.

11.3     Appointment of Successors:  Terms of Office, Etc.


            Upon the death, resignation or removal of an Administrator, the Sponsor may appoint, by Board of
Directors' resolution, a successor or successors.  Notice of termination of an Administrator and notice of
appointment of a successor shall be made by the Sponsor in writing, with copies mailed or delivered to the
Trustee, and the successor shall have all the rights and privileges and all of the duties and obligations of the
predecessor.


11.4     Powers and Duties of Administrator.


            The Administrator shall have the following duties and responsibilities in connection with the
administration of this Plan:


            (a)     
To promulgate and enforce such rules, regulations and procedures as shall be proper for the
efficient administration of the Plan, such rules, regulations and procedures to apply uniformly to all Employees,
Participants and Beneficiaries;


            (b)     
To exercise discretion in determining all questions arising in the administration,
interpretation and application of the Plan, including questions of eligibility and of the status and rights of
Participants, Beneficiaries and any other persons hereunder;


            (c)     
To decide any dispute arising hereunder strictly in accordance with the terms of the Plan;
provided, however, that no Administrator shall participate in any matter involving any questions relating solely
to his own participation or benefits under this Plan;


            (d)     
To advise the Employer and direct the Trustee regarding the known future needs for funds to
be available for distribution in order that the Trustee may establish investments accordingly;





36

NEXT PAGE





            (e)     To correct defects, supply omissions and reconcile inconsistencies to the extent necessary to
effectuate the Plan;


            (f)     To advise the Employer of the maximum deductible contribution to the Plan for each fiscal
year;


            (g)     To direct the Trustee concerning all matters requiring the Administrator's direction pursuant
to the provisions of this Plan and the Trust Agreement;


            (h)     To advise the Trustee on all terminations of Service by Participants, unless the Employer has
so notified the Trustee;


            (i)     To confer with the Trustee on the settling of any claims against the Fund;


            (j)     To make recommendations to the Board of Directors with respect to proposed amendments to
the Plan and the Trust Agreement;


            (k)     To file all reports with government agencies, Employees and other parties as may be required
by law, whether such reports are initially the obligation of the Employer, the Plan or the Trustee;


            (l)     To have all such other powers as may be necessary to discharge its duties hereunder; and


            (m)     To direct the Trustee to pay all expenses of administering this Plan, except to the extent that
the Employer pays such expenses.


            Full discretion is granted to the Administrator to interpret the Plan and to determine the benefits,
rights and privileges of Participants, Beneficiaries or other persons affected by this Plan.  The Administrator
shall exercise its discretion under the terms of this Plan and shall administer the Plan in accordance with its
terms, such administration to be exercised uniformly so that all persons similarly situated shall be similarly
treated.


11.5     Action by Administrator.


            The Administrator may elect a Chairman and Secretary from among its members and may adopt rules
for the conduct of its business.  A majority of the members then serving shall constitute a quorum for the
transaction of business.  All resolutions or other action taken by the Administrator shall be by vote of a majority
of those present at such meeting and entitled to vote.  Resolutions may be adopted or other action taken without
a meeting upon written consent signed by at least a majority of the members.  All documents, instruments,
orders, requests, directions, instructions and other papers shall be executed on behalf of the Administrator by
either the Chairman or the Secretary of the Administrator, if any, or by any member or agent of the
Administrator duly authorized to act on the Administrator's behalf.


11.6     Participation by Administrator.


            No member of the committee constituting the Administrator shall be precluded from becoming a
Participant in the Plan if he would be otherwise eligible, but he shall not be entitled to vote or act upon matters
or to sign any documents relating specifically to his own participation under the Plan, except when such matters
or documents relate to benefits generally.  If this disqualification results in the lack of a quorum, then the Board
of Directors shall appoint a sufficient number of temporary members of the committee constituting the
Administrator who shall serve for the sole purpose of determining such a question.





37

NEXT PAGE





11.7     Agents.


            The Administrator may employ agents and provide for such clerical, legal, actuarial, accounting,
medical, advisory or other services as it deems necessary to perform its duties under this Plan.  The cost of such
services and all other expenses incurred by the Administrator in connection with the administration of the Plan
shall be paid from the Fund, unless paid by the Employer.


11.8     Allocation of Duties.


            The duties, powers and responsibilities reserved to the Administrator may be allocated among its
members so long as such allocation is pursuant to written procedures adopted by the Administrator, in which
case, except as may be required by the Act, no Administrator shall have any liability, with respect to any duties,
powers or responsibilities not allocated to him, for the acts of omissions of any other Administrator.


11.9     Delegation of Duties.


            The Administrator may delegate any of its duties to any Employees of the Employer, or to any other
person or firm, provided that the Administrator shall prudently choose such agents and rely in good faith on
their actions.


11.10     Administrator's Action Conclusive.


             Any action on matters within the authority of the Administrator shall be final and conclusive except as
provided in Article XII.


11.11     Compensation and Expenses of Administrator.


              No Administrator who is receiving compensation from the Employer as a full-time employee, as a
director or agent, shall be entitled to receive any compensation or fee for his services hereunder.  Any other
Administrator shall be entitled to receive such reasonable compensation for his services as an Administrator
hereunder as may be mutually agreed upon between the Employer and such Administrator.  Any such
compensation shall be paid from the Fund, unless paid by the Employer.  Each Administrator shall be entitled
to reimbursement by the Employer for any reasonable and necessary expenditures incurred in the discharge of
his duties.


11.12     Records and Reports.


              The Administrator shall maintain adequate records of its actions and proceedings in administering this
Plan and shall file all reports and take all other actions as it deems appropriate in order to comply with the Act,
the Code and governmental regulations issued thereunder.


11.13     Reports of Fund Open to Participants.


              The Administrator shall keep on file, in such form as it shall deem convenient and proper, all annual
reports of the Fund received by the Administrator from the Trustee, and a statement of each Participant's
interest in the Fund as from time to time determined.  The annual reports of the Fund and the statement of his
Account balance, as well as a complete copy of the Plan and the Trust Agreement and copies of annual reports
to the Internal Revenue Service, shall be made available by the Administrator to the Employer for examination
by each Participant during reasonable hours at the office of the Employer, provided, however, that the statement
of a Participant's Account balance shall not be made available for examination by any other Participant.





38

NEXT PAGE





11.14     Named Fiduciary.


              The Administrator is the named fiduciary for purposes of Section 402 of the Act and shall be the
designated agent for receipt of service of process on behalf of the Plan.  It shall use the care and diligence in the
performance of its duties under this Plan that are required of fiduciaries under the Act.  Nothing in this Plan
shall preclude the Employer from purchasing liability insurance to protect the Administrator with respect to its
duties under this Plan.


11.15     Information from Employer.


              The Employer shall promptly furnish all necessary information to the Administrator to permit it to
perform its duties under this Plan.  The Administrator shall be entitled to rely upon the accuracy and
completeness of all information furnished to it by the Employer, unless it knows or should have known that
such information is erroneous.


11.16     Responsibilities of Directors.


              Subject to the rights reserved to the Board of Directors acting on behalf of the Employer as set forth in
this Plan, no member of the Board of Directors shall have any duties or responsibilities under this Plan, except
to the extent he shall be acting in the capacity of an Administrator or Trustee.


11.17     Liability and Indemnification.


              (a)     
To the extent not prohibited by the Act, the Administrator shall not be responsible in any way
for any action or omission of the Employer, the Trustee or any other person in the performance of their duties
and obligations set forth in this Plan and in the Trust Agreement.  To the extent not prohibited by the Act, the
Administrator shall also not be responsible for any act or omission of any of its agents, or with respect to
reliance upon advice of its counsel (whether or not such counsel is also counsel to the Employer or the Trustee),
provided that such agents or counsel were prudently chosen by the Administrator and that the Administrator
relied in good faith upon the action of such agent or the advice of such counsel.


            (b)     
The Administrator shall not be relieved from responsibility or liability for any responsibility,
obligation or duty imposed upon it under this Plan or under the Act.  Except for its own gross negligence,
willful misconduct or willful breach of the terms of this Plan, the Administrator shall be indemnified and held
harmless by the Employer against liability or losses occurring by reason of any act or omission of the
Administrator to the extent that such indemnification does not violate the Act or any other federal or state laws.





39

NEXT PAGE





ARTICLE XII
CLAIMS PROCEDURE

12.1     Notice of Denial.


            If a Participant or his Beneficiary is denied any benefits under this Plan, either in whole or in part, the
Administrator shall advise the claimant in writing of the amount of his benefit, if any, and the specific reasons
for the denial.  The Administrator shall also furnish the claimant at that time with a written notice containing:


            (a)     
A specific reference to pertinent Plan provisions;


            (b)     
A description of any additional material or information necessary for the claimant to perfect
his claim, if possible, and an explanation of why such material or information is needed; and


            (c)     
An explanation of the Plan's claim review procedure.


12.2     Right to Reconsideration.


            Within 60 days of receipt of the information described in 12.1 above, the claimant shall, if he desires
further review, file a written request for reconsideration with the Administrator.


12.3     Review of Documents.


            So long as the claimant's request for review is pending (including the 60-day period described in
Section 12.2 above), the claimant or his duly authorized representative may review pertinent Plan documents
and the Trust Agreement (and any pertinent related documents) and may submit issues and comments in
writing to the Administrator.


12.4     Decision by Administrator.


            A final and binding decision shall be made by the Administrator within 60 days of the filing by the
claimant of his request for reconsideration; provided, however, that if the Administrator feels that a hearing
with the claimant or his representative present is necessary or desirable, this period shall be extended an
additional 60 days.


12.5     Notice by Administrator.


            The Administrator's decision shall be conveyed to the claimant in writing and shall include specific
reasons for the decision, written in a manner calculated to be understood by the claimant, with specific
references to the pertinent Plan provisions on which the decision is based.  The Administrator's decision shall
be binding and conclusive with respect to all persons interested therein unless the Administrator has no
reasonable basis for its decision.





40

NEXT PAGE





ARTICLE XIII
AMENDMENTS, TERMINATION AND MERGER

13.1     Amendments.


            The Sponsor reserves the right at any time and from time to time, for any reason and retroactively if
deemed necessary or appropriate by it, to the extent permissible under law, to conform with governmental
regulations or other policies, to amend in whole or in part any or all of the provisions of this Plan, provided
that:


            (a)     No amendment shall make it possible for any part of the Fund to be used for, or diverted to,
purposes other than for the exclusive benefit of Participants or their Beneficiaries under the Trust Agreement,
except to the extent provided in Section 4.4;



            (b)     No amendment may, directly or indirectly, reduce the vested portion of any Participant's
Account balance as of the effective date of the amendment or change the vesting schedule with respect to the
future accrual of Employer contributions for any Participants unless each Participant with 3 or more Years of
Vesting Service is permitted to elect to have the vesting schedule in effect before the amendment used to
determine his vested benefit;


            (c)     No amendment may eliminate an optional form of benefit; and.


            (d)     No amendment may increase or change the duties or liabilities of the Trustee without its
consent.


            Amendments may be made in the form of Board of Directors' resolutions or separate written document.
Copies of all amendments shall be delivered to the Trustee.


13.2     Effect of Change In Control


            (a)     In the event of a "change in control" of the Sponsor, as defined in paragraph (d) below, this
Plan shall terminate at the effective time of such change in control.  Nothing in this Plan shall prevent the
Sponsor from becoming a party to such a change in control. 


            (b)     Upon the effective time of a change in control, the Account balances of all affected
Participants and Former Participants shall become fully vested and nonforfeitable, and the Trustee shall make
payments to each Participant and Beneficiary in accordance with Section 9.5.


            (c)     Notwithstanding any provision of the Plan to the contrary, at and after the effective time of a
change in control, each of the following provisions shall become applicable; provided, however, that any such
provision shall not apply if the Board of Directors determines that such provision would adversely affect the
tax-qualified status of the Plan pursuant to Code Section 401(a), or should not apply for any other reason:




(1)     The Plan shall be interpreted, maintained and operated exclusively for the benefit of
those individuals who are participating in the Plan as of the effective time of the change in control and their
Beneficiaries.  Notwithstanding the provisions of Section 2.1(a), no Employee shall become a Participant for the
first time at or after the effective time of a change in control.

(2)     After a Participant's Retirement, Disability or other termination of Service, such
Participant's Account, regardless of its value, shall not be distributed and shall share in the allocation of the
Employee Stock Ownership Contribution and Investment Adjustments until such time as either (A) the Fund is
liquidated in connection with the termination of the Plan, or (B) the Participant (or his Beneficiary) receives a






41

NEXT PAGE






full distribution of his Account either upon his election in accordance with Section 9.2(c) or as required in
accordance with Section 8.8, 9.3 or 9.4.



(3)      Upon the termination of the Plan, Employer Securities that are allocated to the
Exempt Loan Suspense Account and that are not used to repay an Exempt Loan shall be allocated as Investment
Adjustments in accordance with Section 5.3.

(4)      Employer Securities that are released from the Exempt Loan Suspense Account in
accordance with Section 8.5 shall be allocated to the Employee Stock Ownership Account of each Participant
regardless of whether he completed a Year of Vesting Service during the Plan Year or was an Employee on the
last day of such Plan Year.


(5)       The Administrator shall consist of a committee selected by the Board of Directors,
and such committee shall have the exclusive authority (i) to remove the Trustee and to appoint a successor
trustee, (ii) to adopt amendments to the Plan or the Trust Agreement to effectuate the provisions and intent of
this Section 13.2, and (iii) to perform any or all of the functions and to exercise all of the discretion that are
delegated to the Administrator pursuant to Article XI.


(6)     Any application for a favorable determination letter with respect to the tax-qualified
status of the Plan under Code Section 401(a) with respect to its termination shall be subject to the prior review,
comment and approval (which approval shall not be unreasonably withheld) of the Administrator, as defined in
paragraph (5) above.




            (d)     
For purposes of this Section 13.2, the term "change in control" means the occurrence of any
one or more of the events specified in the following clauses (i) through (iv): (i) any "person," as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
(other than the Company, any Consolidated Subsidiaries (as hereinafter defined), any person (as hereinabove
defined) acting on behalf of the Company as underwriter pursuant to an offering who is temporarily holding
securities in connection with such offering, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the
Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing 25% or more of the combined voting power of the Company's then outstanding
securities; (ii) individuals who are members of the Board on the Commencement Date (the "Incumbent
Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a
director subsequent to the Commencement Date whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board or whose nomination for election by the Company's
stockholders was approved by the nominating committee serving under an Incumbent Board or who was
appointed as a result of a change at the direction of the OTS or the FDIC, shall be considered a member of the
Incumbent Board; (iii) the stockholders of the Company approve a merger or consolidation of the Company
with any other corporation, other than (1) a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving entity) more than 50% of the
combined voting power of the voting securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation or (2) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person (as hereinabove defined) acquires
more than 25% of the combined voting power of the Company's then outstanding securities; or (iv) the
stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially all of the Company's assets (or any transaction
having a similar effect); provided that the term "Change in Control" shall not include an acquisition of
securities by an employee benefit plan of the Savings Bank or the Company or a change in the composition of
the Board at the direction of the OTS or the FDIC.  Notwithstanding the




42

NEXT PAGE





foregoing, a "Change in Control" shall not be deemed to have occurred in the event of a conversion of the Company's mutual holding company to stock
form or in connection with any reorganization or action used to effect such conversion.

13.3     Consolidation or Merger of Trust.


            In the event of any merger or consolidation of the Fund with, or transfer in whole or in part of the
assets and liabilities of the Fund to, another trust fund held under any other plan of deferred compensation
maintained or to be established for the benefit of all or some of the Participants of this Plan, the assets of the
Fund applicable to such Participants shall be transferred to the other trust fund only if:


            (a)     
Each Participant would receive a benefit under such successor trust fund immediately after the
merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to
receive immediately before the merger, consolidation or transfer (determined as if this Plan and such transferee
trust fund had then terminated);


            (b)     
Resolutions of the Board of Directors, or of any new or successor employer of the affected
Participants, shall authorize such transfer of assets, and, in the case of the new or successor employer of the
affected Participants, its resolutions shall include an assumption of liabilities imposed under this Plan with
respect to such Participants' inclusion in the new employer's plan; and


            (c)     Such other plan and trust are qualified under Sections 401(a) and 501(a) of the Code.


13.4     Bankruptcy or Insolvency of Employer.


            In the event of (a) the Employer's legal dissolution or liquidation by any procedure other than a
consolidation or merger, (b) the Employer's receivership, insolvency, or cessation of its business as a going
concern, or (c) the commencement of any proceeding by or against the Employer under the federal bankruptcy
laws, or similar federal or state statute, or any federal or state statute or rule providing for the relief of debtors,
compensation of creditors, arrangement, receivership, liquidation or any similar event which is not dismissed
within 30 days, this Plan shall terminate automatically with respect to such entity on such date (provided,
however, that if a proceeding is brought against the Employer for reorganization under Chapter 11 of the
United States Bankruptcy Code or any similar federal or state statute, then this Plan shall terminate
automatically if and when said proceeding results in a liquidation of the Employer, or the approval of any Plan
providing therefor, or the proceeding is converted to a case under Chapter 7 of the Bankruptcy Code or any
similar conversion to a liquidation proceeding under federal or state law including, but not limited to, a
receivership proceeding).  In the event of any such termination as provided in the foregoing sentence, the
Trustee shall make payments to the persons entitled thereto in accordance with Section 9.6 hereof.


13.5     Voluntary Termination.


            The Board of Directors reserves the right to terminate this Plan at any time by giving to the Trustee
and the Administrator notice in writing of such desire to terminate.  The Plan shall terminate upon the date of
receipt of such notice, the Account balances of all affected Participants and Former Participants shall become
fully vested and nonforfeitable, and the Trustee shall make payments to each Participant or Beneficiary in
accordance with Section 9.6.  Alternatively, the Sponsor, in its discretion, may determine to continue the Trust
Agreement and to continue the maintenance of the Fund, in which event distributions shall be made upon the
contingencies and in all the circumstances under which such distributions would have been made, on a fully
vested basis, had there been no termination of the Plan.  In addition, an entity other than the Sponsor that is
participating in this Plan may terminate its participation in the Plan on a prospective basis by action of its board
of directors.  Upon such termination of participation, Participants who are employees of such entity shall be
entitled to distributions from this Plan in accordance with Article IX and this Article XIII.





43

NEXT PAGE





13.6     Partial Termination of Plan or Permanent Discontinuance of Contributions.


            In the event that a partial termination of the Plan shall be deemed to have occurred, or if the Employer
shall discontinue permanently its contributions hereunder, the right of each affected Participant and Former
Participant in his Account balance shall be fully vested and nonforfeitable.  The Sponsor, in its discretion, shall
decide whether to direct the Trustee to make immediate distribution of such portion of the Fund assets to the
persons entitled thereto or to make distribution in the circumstances and contingencies which would have
controlled such distributions if there had been no partial termination or permanent discontinuance of
contributions.





44

NEXT PAGE





ARTICLE XIV
MISCELLANEOUS

14.1     No Diversion of Funds.


            It is the intention of the Employer that it shall be impossible for any part of the corpus or income of the
Fund to be used for, or diverted to, purposes other than for the exclusive benefit of the Participants or their
Beneficiaries, except to the extent that a return of the Employer's contribution is permitted under Section 4.4.


14.2     Liability Limited.


            Neither the Employer nor the Administrator, nor any agents, employees, officers, directors or
shareholders of any of them, nor the Trustee, nor any other person, shall have any liability or responsibility with
respect to this Plan, except as expressly provided herein.


14.3     Facility of Payment.


            If the Administrator shall receive evidence satisfactory to it that a Participant or Beneficiary entitled to
receive any benefit under the Plan is, at the time when such benefit becomes payable, a minor, or is physically
or mentally incompetent to receive such benefit and to give a valid release therefor, and that another person or
an institution is then maintaining or has custody of such Participant or Beneficiary and that no guardian,
committee or other representative of the estate of such Participant or Beneficiary shall have been duly
appointed, the Administrator may direct the Trustee to make payment of such benefit otherwise payable to such
Participant or Beneficiary, to such other person or institution, including a custodian under a Uniform Gifts to
Minors Act, or corresponding legislation (who shall be an adult, a guardian of the minor or a trust company),
and the release of such other person or institution shall be a valid and complete discharge for the payment of
such benefit.


14.4     Spendthrift Clause.


            Except as permitted by the Act or the Code, including in the case of certain judgments and settlements
described in subparagraph (C) of Section 401(a)(13) of the Code, no benefits or other amounts payable under
the Plan shall be subject in any manner to anticipation, sale, transfer, assignment, pledge, encumbrance, charge
or alienation.  If the Administrator determines that any person entitled to any payments under the Plan has
become insolvent or bankrupt or has attempted to anticipate, sell, transfer, assign, pledge, encumber, charge or
otherwise in any manner alienate any benefit or other amount payable to him under the Plan or that there is any
danger of any levy or attachment or other court process or encumbrance on the part of any creditor of such
person entitled to payments under the Plan against any benefit or other accounts payable to such person, the
Administrator may, at any time, in its discretion, and in accordance with applicable law, direct the Trustee to
withhold any or all payments to such person under the Plan and apply the same for the benefit of such person,
in such manner and in such proportion as the Administrator may deem proper.


14.5     Benefits Limited to Fund.


            All contributions by the Employer to the Fund shall be voluntary, and the Employer shall be under no
legal liability to make any such contributions, except as otherwise provided herein.  The benefits of this Plan
shall be provided solely by the assets of the Fund.


14.6     Cooperation of Parties.


            All parties to this Plan and any party claiming interest hereunder agree to perform any and all acts and
execute any and all documents and papers which are necessary and desirable for carrying out this Plan or any of
its provisions.





45

NEXT PAGE





14.7     Payments Due Missing Persons.


            The Administrator shall direct the Trustee to make a reasonable effort to locate all persons entitled to
benefits under the Plan; however, notwithstanding any provision in the Plan to the contrary, if, after a period of
5 years from the date such benefit shall be due, any such persons entitled to benefits have not been located, their
rights under the Plan shall stand suspended.  Before this provision becomes operative, the Trustee shall send a
certified letter to all such persons at their last known address advising them that their interest in benefits under
the Plan shall be suspended.  Any such suspended amounts shall be held by the Trustee for a period of 3
additional years (or a total of 8 years from the time the benefits first became payable), and thereafter such
amounts shall be reallocated among current Participants in the same manner that a current contribution would
be allocated.  However, if a person subsequently makes a valid claim with respect to such reallocated amounts
and any earnings thereon, the Plan earnings or the Employer's contribution to be allocated for the year in which
the claim shall be paid shall be reduced by the amount of such payment.  Any such suspended amounts shall be
handled in a manner not inconsistent with regulations issued by the Internal Revenue Service and Department
of Labor.


14.8     Governing Law.


            This Plan has been executed in the State of Michigan, and all questions pertaining to its validity,
construction and administration shall be determined in accordance with the laws of that State, except to the
extent superseded by the Act.


14.9     Nonguarantee of Employment.


            Nothing contained in this Plan shall be construed as a contract of employment between the Employer
and any Employee, or as a right of any Employee to be continued in the employment of the Employer, or as a
limitation of the right of the Employer to discharge any of its Employees, with or without cause.


14.10     Counsel.


              The Trustee and the Administrator may consult with legal counsel, who may be counsel for the
Employer and for the Administrator or the Trustee (as the case may be), with respect to the meaning or
construction of this Plan and the Trust Agreement, their respective obligations or duties hereunder, or with
respect to any action or proceeding or any question of law, and they shall be fully protected to the extent
allowable by law with respect to any action taken or omitted by them in good faith pursuant to the advice of
legal counsel.	


              IN WITNESS WHEREOF, the Sponsor has caused these presents to be executed by its duly authorized
officers and its corporate seal to be affixed on this _____ day of _______, 2006.


	ATTEST:	MAINSTREET FINANCIAL CORPORATION








	_________________________________	By:   ________________________________
	Secretary	         President and Chief Executive Officer



[Corporate Seal]






46