<PAGE>

[LOGO] EBS
       EXECUTIVE BENEFIT SERVICES

                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN
                               ADOPTION AGREEMENT

       THIS AGREEMENT is made the 1st day of August, 2002, by ATLANTIC COAST
FEDERAL, (the "Employer"), having its principal office at 505 HAINES AVENUE,
WAYCROSS, GA 31501 and EXECUTIVE BENEFIT SERVICES, INC. (the "Sponsor"), having
its principal office at 434 Fayetteville Street, Suite 1160, Raleigh, North
Carolina 27601.

                              W I T N E S S E T H:
                              --------------------

       WHEREAS, the Sponsor has established The Executive Nonqualified Excess
Plan (the "Plan"); and

       WHEREAS, the Employer desires to adopt the Plan as an unfunded,
nonqualified deferred compensation plan, for the benefit of the Employer's [ ]
Employees and/or [X] Independent Contractors;

       NOW, THEREFORE, the Employer hereby adopts the Plan in accordance with
the terms and conditions set forth in this Adoption Agreement:

                                   ARTICLE I

       Terms used in this Adoption Agreement shall have the same meaning as in
the Plan, unless some other meaning is expressly herein set forth. The Employer
hereby represents and warrants that the Plan has been adopted by the Employer
upon proper authorization and the Employer hereby elects to adopt the Plan for
the benefit of its Participants as referred to in the Plan. By the execution of
this Adoption Agreement, the Employer hereby agrees to be bound by the terms of
the Plan.

       This Adoption Agreement may only be used in connection with The Executive
Nonqualified Excess Plan. The Sponsor will inform the Employer of any amendments
to the Plan or of the discontinuance or abandonment of the Plan. For questions
concerning the Plan, the Employer may call the Sponsor at (919) 833-1042.

                                   ARTICLE II

       The Employer hereby makes the following designations or elections for the
purpose of the Plan [Section references below correspond to Section references
in the Plan]:

                                       (C) 2000 Executive Benefit Services, Inc.

                                       1
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       2.4    ADJUSTMENT DATE: The Deferred Compensation Account of Participants
shall be adjusted for the amount of any Salary Deferral Credits, Employer
Matching Credits and Employer Performance Incentive Credits to such account on
the last business day of each Plan Year and such other times as may be
designated below [check any additional desired Adjustment Dates]:

              (i)    The last business day of each calendar quarter during the
       --            Plan Year.

              (ii)   The last business day of each month during the Plan Year.

       --

       XX     (iii)  The last business day of each payroll period during the
       --            Plan Year.

              (iv)   Each day securities are traded on a national stock exchange
       --            [WHEN RECEIVED BY EBS.]

       --     (v)    Other [specify] _________________________________________
                     _________________________________________________________.

       2.9    COMPENSATION: The "Compensation" of a Participant shall mean all
of each Participant's [check desired option(s)]:

              (i)    compensation received as an Employee reportable in box 1,
       --            Wages, Tips and other Compensation, on Form W-2.

              (ii)   annual base salary.
       --

              (iii)  annual bonus.
       --

              (iv)   long term incentive plan compensation.
       --

       XX     (v)    compensation received as an Independent Contractor
       --            reportable on Form 1099.

              (vi)   other [specify] _________________________________________
       --            _________________________________________________________.

Notwithstanding the foregoing, Compensation [X] SHALL [ ] SHALL NOT include
Salary Deferral Credits under this Plan and amounts contributed by the
Participant pursuant to a Salary Deferral Agreement to another employee benefit
plan of the Employer which are not includible in the gross income of the
Employee under Section 125, 402(e)(3), 402(h) or 403(b) of the Code.

                                       2
<PAGE>

       2.13   EFFECTIVE DATE: [check desired option]:

       XX     (i)    This is a newly-established Plan, and the Effective Date of
       --            the Plan is AUGUST 1, 2002.

              (ii)   This is an amendment and restatement of the Plan (insert
       --            plan name) with an effective date of ___________, and the
                     Effective Date of this amended and restated Plan is
                     ___________. This is amendment number _____.

       2.20   NORMAL RETIREMENT Age: The Normal Retirement Age of a Participant
shall be [check desired option]:

       XX     (i)    Age 65 .
       --

              (ii)   The later of age ____ or the ______ anniversary of the
       --            participation commencement date. The participation
                     commencement date is the first day of the first Plan Year
                     in which the Participant commenced participation in the
                     Plan.

       2.22   PARTICIPATING EMPLOYER(S): As of the Effective Date, the following
Participating Employer(s) are parties to the Plan [list all employer-parties,
including the Employer]:

Name of Employer                  Address           Telephone No.         EIN
----------------                  -------           -------------         ---

ATLANTIC COAST FEDERAL       505 HAINES AVENUE     (912) 284-2250     58-0570960

                            WAYCROSS, GA 31501

       2.23   PLAN: The name of the Plan as applied to the Employer is:
              ATLANTIC COAST FEDERAL DEFERRED COMPENSATION PLAN



                                       3
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       2.24   PLAN ADMINISTRATOR: The Plan Administrator shall be [check desired
option]:

              (i)    Committee.
       --

       XX     (ii)   Employer.
       --

              (iii)  Other (specify): _________________________________________.
       --

       2.25   PLAN YEAR: The Plan Year shall be the 12 consecutive calendar
month period ending on the last day of the month of DECEMBER , and each
anniversary thereof.

       2.34   TRUST: [check desired option]:

              (i)    The Employer DOES desire to establish a "rabbi" trust for
       --            the purpose of setting aside assets of the Employer
                     contributed thereto for the payment of benefits under the
                     Plan.

                     If a trust is established and the value of the assets of
                     the trust exceed ________% (INSERT DESIRED PERCENTAGE
                     GREATER THAN 100%) of the amount required to pay benefits
                     under the Plan, then the Trustee is authorized to return
                     such excess assets to the Employer.

       XX     (ii)   The Employer DOES NOT desire to establish a "rabbi" trust
       --            for the purpose of setting aside assets of the Employer
                     contributed thereto for the payment of benefits under the
                     Plan.

       2.36   YEARS OF SERVICE: For vesting purposes, Years of Service of a
Participant shall be calculated from the date designated below [check desired
option]: ___

              (i)    First Day of Service.
       --

       XX     (ii)   Effective Date of the Plan.
       --

              (iii)  Each Contribution Date. Under this option (iii), each
       --
Employer Matching Credit or Performance Incentive Credit shall vest in
accordance with the applicable schedule selected in Section 7 of this Adoption
Agreement based on the Years of Service of a Participant from the Adjustment
Date on which each Employer Matching Credit or Performance Incentive Credit is
credited to his or her Deferred Compensation Account.

                                       4
<PAGE>

       3.1    SALARY DEFERRAL CREDITS: A Participant may elect to have his
Compensation (as selected in Section 2.9 of this Adoption Agreement) reduced by
the following percentage or amount per pay period, or for a specified pay period
or periods, as designated in writing to the Committee [check the applicable
options]:

              (i)    annual base salary:
       --

                     [COMPLETE THE FOLLOWING BLANKS ONLY IF A MINIMUM OR MAXIMUM
                     DEFERRAL IS DESIRED]:

                     minimum deferral: $__________ or __________%
                     maximum deferral: $__________ or __________%

              (ii)   annual bonus:
       --

                     [COMPLETE THE FOLLOWING BLANKS ONLY IF A MINIMUM OR MAXIMUM
                     DEFERRAL IS DESIRED]:

                     minimum deferral: $__________ or __________%
                     maximum deferral: $__________ or __________%

       XX     (iii)  other [please specify type, as selected in Section 2.9 of
       --            this Adoption Agreement]: DIRECTOR'S FEES.

                     [COMPLETE THE FOLLOWING BLANKS ONLY IF A MINIMUM OR MAXIMUM
                     DEFERRAL IS DESIRED]:

                     minimum deferral: $__________ or __________%
                     maximum deferral: $__________ or __________%

              (iv)   no salary deferral provision.
       --

       3.1.3  TERMINATION OF SALARY DEFERRALS: A Participant may terminate his
Salary Deferral Agreement effective as of [check desired option]:

              (i)    the first full payroll period commencing after the date
       --            written notice of the termination is received by the
                     Committee.

       XX     (ii)   the January 1 occurring after the date written notice of
       --            the termination is received by the Committee.

                                       5
<PAGE>

       3.2    EMPLOYER MATCHING CREDITS: The Employer may make matching credits
to the Deferred Compensation Account of each Participant in an amount determined
as follows [check desired option(s)]:

              (i)    ______% of the Participant's Salary Deferral Credits.
       --

              (ii)   ______% of the first ______% of the Participant's
       --            Compensation which is elected as a Salary Deferral Credit.

              (iii)  An amount determined each Plan Year by the Employer.
       --

              (iv)   The Employer shall decide from year to year whether
       --            matching credits will be made and shall notify Participants
                     annually of the manner in which matching credits will be
                     calculated for the subsequent year.

              (v)    The Employer shall not match amounts provided above in
       --            excess of $ , or in excess of ___% of the Participant's
                     Compensation per Plan Year.

       XX     (vi)   No Employer matching credits provision.
       --

       3.3    EMPLOYER PERFORMANCE INCENTIVE CREDITS: The Employer may make
performance incentive credits to the Deferred Compensation Account of each
Active Participant in an amount determined as follows:

              (i)    Such amount out of the current or accumulated net profit of
       --            the Employer for such year as the Employer in its sole
                     discretion shall determine.

              (ii)   Such amount as the Employer in its sole discretion shall
       --            determine without regard to current or accumulated net
                     profit.

              (iii)  The Employer shall not make Performance Incentive Credits
       --            in excess of $__________, or in excess of ____% of the
                     Participant's Compensation per Plan Year.

       XX     (iv)   No Employer performance incentive credits provision.
       --


                                       6
<PAGE>

       4.1    DEATH OF A PARTICIPANT: If the Participant dies while in Service,
the Employer shall pay a benefit to the Beneficiary in an amount equal to the
Accrued Benefit of the Participant determined as of the date payments to the
Beneficiary commence, plus [check if desired]:

              (i)    An amount to be determined by the Committee.
       --

              (ii)   A lump sum of $ ____________.
       --

              (iii)  _____ times the annual base salary of the Participant at
       --            his date of death.

              (iv)   Other [specify]:
       --            _________________________________________.

       XX     (v)    No additional benefits.
       --

       4.4.2  EARLY RETIREMENT: The Employer may elect to provide for Early
Retirement. If Early Retirement is permitted, it shall be subject to the
following eligibility requirements [check desired option and fill in appropriate
blanks]:

              (i)    Completion of _____ Years of Service.
       --

       XX     (ii)   Attainment of age  55 .
       --                              ----

              (iii)  Completion of _____ Years of Service and attainment of age
       --            _____.

              (iv)   No Early Retirement provisions.
       --



                                       7
<PAGE>

       5.1    REGULAR IN-SERVICE WITHDRAWALS: [check desired option]:

              (i)    The Employer DOES elect to permit regular in-service
       --            withdrawals by a Participant from his Deferred Compensation
                     Account.

       XX     (ii)   The Employer DOES NOT elect to permit regular in-service
       --            withdrawals by a Participant from his Deferred Compensation
                     Account.

       5.3    "HAIRCUT" WITHDRAWALS: [check desired option]:

              (i)    The Employer DOES elect to permit "haircut" withdrawals by
       --            a Participant from his Deferred Compensation Account.

                     Specify percentage (not less than 10%) of amount withdrawn
                     that shall be forfeited: ____________% XX

       XX     (ii)   The Employer DOES NOT elect to permit "haircut" withdrawals
       --            by a Participant from his Deferred Compensation Account.

       5.4    COLLEGE EDUCATION WITHDRAWALS: [check desired option]:

              (i)    The Employer DOES elect to permit college education
       --            withdrawals by a Participant from his Deferred Compensation
                     Account.

       XX     (ii)   The Employer DOES NOT elect to permit college education
       --            withdrawals by a Participant from his Deferred Compensation
                     Account.


                                       8
<PAGE>

       6.1    PAYMENT OPTIONS: Any benefit payable under the Plan may be made to
the Participant or his Beneficiary (as applicable) in any of the following
payment forms, as selected by the Participant upon his entry into the Plan
[check desired option(s)]:

       XX     (i)    A lump sum in cash as soon as feasible following the date
       --            Participant's service with the Employer terminates for any
                     reason (including Retirement, Disability or death).

       XX     (ii)   Approximately equal annual installments over a term no
       --            longer than 10 years as elected by the Participant upon his
                     entry into the Plan.

                     Payment of the benefit shall commence as of the following
                     date [select desired option]:

                            The first business day of the calendar year
                     --     following the date Participant's service with the
                            Employer terminates for any reason (including
                            Retirement, Disability or death).

                     XX     The first business day of the calendar quarter
                     --     following the date Participant's service with the
                            Employer terminates for any reason (including
                            Retirement, Disability or death).

                            The first business day of the calendar month
                     --     following the date Participant's service with the
                            Employer terminates for any reason (including
                            Retirement, Disability or death).

                     The payment of each annual installment shall be made on the
                     anniversary of the date selected for the commencement of
                     the installment payments in this subsection (ii). The
                     amount of the annual installment shall be adjusted on each
                     anniversary date of the commencement of the installment
                     payments for credits or debits to the Participant's account
                     pursuant to Section 8 of the Plan. Such adjustment shall be
                     made by dividing the balance in the Deferred Compensation
                     Account on each such date (following adjustment on such
                     date) by the number of annual installments remaining to be
                     paid hereunder; provided that the last annual installment
                     due under the Plan shall be the entire amount credited to
                     the Participant's account on the date of payment.


              (iii)  Other [specify]: __________________________________
       --

                                       9
<PAGE>

              7.     VESTING:

              (i)    VESTING OF EMPLOYER MATCHING CREDITS: The nonforfeitable
                     percentage of each Participant in his Accrued Benefit
                     attributable to any applicable Employer Matching Credits
                     shall be as follows [check (a), (b), (c), (d), (e), (f) or
                     (g)]:

                            (a)    Immediate 100% vesting.
                     --

                            (b)    100% vesting after _ Years of Service.
                     --

                            (c)    100% vesting at age ____.
                     --

                            (d)    Number of Years               Vested
                     --              of Service                Percentage
                                   ----------------            ----------

                                   Less than 1                     0%
                                             1                     20%
                                             2                     40%
                                             3                     60%
                                             4                     80%
                                             5 or more             100%

                            (e)    Number of Years               Vested
                     --              of Service                Percentage
                                   ----------------            ----------

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

                            (f)    Number of Years               Vested
                     --              of Service                Percentage
                                   ----------------            ----------

                                   Less than 1                     ___%
                                             1                     ___%
                                             2                     ___%
                                             3                     ___%
                                             4                     ___%
                                             5                     ___%
                                             6                     ___%
                                             7                     ___%
                                             8                     ___%
                                             9                     ___%
                                             10 or more            ___%

                     XX     (g)    Not applicable
                     --

In addition, the nonforfeitable percentage of each Participant in his Accrued
Benefit attributable to any applicable Employer Matching Credits [ ] SHALL [ ]
SHALL NOT become 100% vested at the Death or Disability of the Participant.

                                       10
<PAGE>

              (ii)   VESTING OF EMPLOYER PERFORMANCE INCENTIVE CREDITS: The
                     nonforfeitable percentage of each Participant in his
                     Accrued Benefit attributable to any applicable Employer
                     Performance Incentive Credits shall be as follows [check
                     (a), (b), (c), (d), (e), (f) or (g)]:

                            (a)    Immediate 100% vesting.
                     --

                            (b)    100% vesting after ____ Years of Service.
                     --

                            (c)    100% vesting at age ____.
                     --

                            (d)    Number of Years               Vested
                     --              of Service                Percentage
                                   ----------------            ----------

                                   Less than 1                     0%
                                             1                     20%
                                             2                     40%
                                             3                     60%
                                             4                     80%
                                             5 or more             100%

                            (e)    Number of Years               Vested
                     --              of Service                Percentage
                                   ----------------            ----------

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

                            (f)    Number of Years               Vested
                     --              of Service                Percentage
                                   ----------------            ----------

                                   Less than 1                     ___%
                                             1                     ___%
                                             2                     ___%
                                             3                     ___%
                                             4                     ___%
                                             5                     ___%
                                             6                     ___%
                                             7                     ___%
                                             8                     ___%
                                             9                     ___%
                                             10 or more            ___%

                     XX     (g)    Not applicable
                     --

In addition, the nonforfeitable percentage of each Participant in his Accrued
Benefit attributable to any applicable Employer Performance Incentive Credits
[ ] SHALL [ ] SHALL NOT become 100% vested at the Death or Disability of the
Participant.

                                       11
<PAGE>

       14.    AMENDMENT OR TERMINATION OF PLAN: [check or complete all that
              apply]: ___

              (i)    Notwithstanding any provision in this Adoption Agreement or
       --            the Plan to the contrary, Section _____ of the Plan shall
                     be amended to read as follows: See attached Exhibit ____.

              (ii)   The Plan shall be terminated upon the occurrence of one or
       --            more of the following events [check if desired]:

                            (a)    The amount of shareholders equity shown on
                     --     the financial statements of the Employer for each of
                            the two most recent fiscal years is less than
                            $____________.

                            (b)    The aggregate net loss (after tax) as
                     --     reported on the financial statements of the Employer
                            for the two most recent fiscal years is greater than
                            $____________.

                            (c)    There is a change of control of the Employer.
                     --     For this purpose, a "change of control" shall be
                            deemed to have occurred if: (A) any person other
                            than an officer who is an employee of the Employer
                            for at least one year preceding the change of
                            control, acquires or becomes the beneficial owner,
                            directly or indirectly, of securities of the
                            Employer representing _____ % [insert percentage] or
                            more of the combined voting power of the Employer's
                            then outstanding securities and thereafter, the
                            membership of the Board becomes such that a majority
                            are persons who were not members of the Board at the
                            time of the acquisition of securities; or (B) the
                            Employer, or its assets, are acquired by or combined
                            with another entity and less than a majority of the
                            outstanding voting shares of such entity after the
                            acquisition or combination are owned, immediately
                            after the acquisition or combination, by the owners
                            of voting shares of the Employer immediately prior
                            to the acquisition or combination.

                            (d)    Other [specify]:
                     --     ____________________________________________________
                            ____________________________________________________
                            ____________________________________________________

       17.9   CONSTRUCTION: The provisions of the Plan and Trust (if any) shall
be construed and enforced according to the laws of the State of Georgia, except
to the extent that such laws are superseded by ERISA.

                                       12
<PAGE>

       IN WITNESS WHEREOF, this Agreement has been executed as of the day and
year first above stated.


                                      ATLANTIC COAST FEDERAL
                                      ----------------------
                                      Name of Employer


                                      By:
                                         ------------------------------------
                                                Authorized Person


NOTE: EXECUTION OF THIS ADOPTION AGREEMENT CREATES A LEGAL LIABILITY OF THE
EMPLOYER WITH SIGNIFICANT TAX CONSEQUENCES TO THE EMPLOYER AND PARTICIPANTS. THE
EMPLOYER SHOULD OBTAIN LEGAL AND TAX ADVICE FROM ITS PROFESSIONAL ADVISORS
BEFORE ADOPTING THE PLAN. THE SPONSOR DISCLAIMS ALL LIABILITY FOR THE LEGAL AND
TAX CONSEQUENCES WHICH RESULT FROM THE ELECTIONS MADE BY THE EMPLOYER IN THIS
ADOPTION AGREEMENT.






                                       13

<PAGE>

[LOGO] EBS
       EXECUTIVE BENEFIT SERVICES









                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN
                                 PLAN DOCUMENT








                                       (C) 2000 EXECUTIVE BENEFIT SERVICES, INC.
                                       434 FAYETTEVILLE STREET, SUITE 1160
                                       RALEIGH, NC 27601


<PAGE>

                               TABLE OF CONTENTS
                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN

                                                                            Page
                                                                            ----

Section 1. Purpose............................................................ 1

Section 2. Definitions........................................................ 1
  2.1   "Accrued Benefit" .................................................... 1
  2.2   "Active Participant".................................................. 1
  2.3   "Adoption Agreement".................................................. 1
  2.4   "Adjustment Date" .................................................... 1
  2.5   "Beneficiary"......................................................... 2
  2.6   "Board"............................................................... 2
  2.7   "College Education Account" .......................................... 2
  2.8   "Committee"........................................................... 2
  2.9   "Compensation"........................................................ 2
  2.10  "Deferred Compensation Account"....................................... 2
  2.11  "Dependent Subaccount"................................................ 2
  2.12  "Disability".......................................................... 2
  2.13  "Effective Date" ..................................................... 3
  2.14  "Eligible Dependent".................................................. 3
  2.15  "Employee" ........................................................... 3
  2.16  "Employer"............................................................ 3
  2.17  "Employer Matching Credits" .......................................... 3
  2.18  "Employer Performance Incentive Credits" ............................. 3
  2.19  "Independent Contractor".............................................. 3
  2.20  "Normal Retirement Age" .............................................. 4
  2.21  "Participant" ........................................................ 4
  2.22  "Participating Employer" ............................................. 4
  2.23  "Plan"................................................................ 4
  2.24  "Plan Administrator" ................................................. 4
  2.25  "Plan Year"........................................................... 4
  2.26  "Qualified Distribution Event"........................................ 5
  2.27  "Regular In-Service Withdrawals Account" ............................. 5
  2.28  "Retire" of "Retirement" ............................................. 5
  2.29  "Salary Deferral Agreement" .......................................... 5
  2.30  "Salary Deferral Credits"............................................. 5
  2.31  "Service"............................................................. 5
  2.32  "Sponsor"............................................................. 5
  2.33  "Spouse" or "Surviving Spouse"........................................ 5
  2.34  "Trust" .............................................................. 5
  2.35  "Trustee" ............................................................ 5
  2.36  "Years of Service" ................................................... 5

Section 3. Credits to Deferred Compensation Account .......................... 6

<PAGE>

  3.1   Salary Deferral Credits .............................................. 6
  3.2   Employer Matching Credits............................................. 7
  3.3   Employer Performance Incentive Credits................................ 7

Section 4. Qualifiying Distribution Events.................................... 7
  4.1   Death of a Participant ............................................... 7
  4.2   Disability ........................................................... 7
  4.3   Termination of Service ............................................... 7
  4.4   Retirement ........................................................... 8

Section 5. In-Service Withdrawals ............................................ 8
  5.1   Regular In-Service Withdrawals ....................................... 8
  5.2   Financial Hardship Withdrawals ....................................... 9
  5.3   "Haircut" Withdrawals ................................................10
  5.4   College Education Withdrawals ........................................10

Section 6. Qualified Distribution Events Payment Options .....................11
  6.1   Payment Options ......................................................12
  6.2   Prepayment ...........................................................12
  6.3   Benefit Exchange......................................................12

Section 7. Vesting............................................................13

Section 8. Account; Deemed Investment; Adjustment of Accounts.................13
  8.1   Account...............................................................13
  8.2   Deemed Investments....................................................13
  8.3   Adjustments to Deferred Compensation Accounts ........................13

Section 9. Administration by Committee........................................14
  9.1   Membership of Committee...............................................14
  9.2   Committee officers; Subcommittee .....................................14
  9.3   Committee meetings ...................................................14
  9.4   Transaction of business ..............................................15
  9.5   Committee records.....................................................15
  9.6   Establishment of rules ...............................................15
  9.7   Conflicts of interest ................................................15
  9.8   Correction of errors .................................................15
  9.9   Authority to interpret Plan...........................................15
  9.10  Third party advisors..................................................16
  9.11  Compensation of members ..............................................16
  9.12  Expense reimbursement.................................................16
  9.13  Indemnification.......................................................16

Section 10. Contractual Liability; Trust......................................17
  10.1  Contractual Liability.................................................17
  10.2  Trust.................................................................17

Section 11. Allocation of Responsibilities ...................................17

<PAGE>

  11.1  Board ................................................................17
  11.2  Committee.............................................................17
  11.3  Plan Administrator....................................................18

Section 12. Benefits Not Assignable; Facility of Payments ....................18
  12.1  Benefits not assignable ..............................................18
  12.2  Payments to minors and others.........................................18

Section 13. Beneficiary.......................................................19

Section 14. Amendment and Termination of Plan.................................19

Section 15. Communication to Participants.....................................20

Section 16. Claims Procedure .................................................20
  16.1  Filing of a claim for benefits .......................................20
  16.2  Notification to claimant of decision .................................20
  16.3  Procedure for review .................................................21
  16.4  Decision on review....................................................21
  16.5  Action by authorized representative of claimant.......................21

Section 17. Miscellaneous Provisions..........................................22
  17.1  Set off ..............................................................22
  17.2  Notices ..............................................................22
  17.3  Lost distributees.....................................................22
  17.4  Reliance on data......................................................22
  17.5  Receipt and release for payments .....................................23
  17.6  Headings .............................................................23
  17.7  Continuation of employment............................................23
  17.8  Merger or consolidation...............................................23
  17.9  Construction .........................................................23


<PAGE>

                     THE EXECUTIVE NONQUALIFIED EXCESS PLAN


       SECTION 1.    PURPOSE:

       By execution of the Adoption Agreement, the Employer has adopted the Plan
set forth herein to provide a means by which certain management Employees and
Independent Contractors of the Employer may elect to defer receipt of current
Compensation from the Employer in order to provide Retirement and other benefits
on behalf of such Employees and Independent Contractors. The Plan is not
intended to be a tax-qualified retirement plan under Section 401(a) of the
Internal Revenue Code (the "Code"). The Plan is intended to be an unfunded plan
maintained primarily for the purpose of providing deferred compensation benefits
for a select group of management or highly compensated Employees under Sections
201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act
of 1974.

       SECTION 2.    DEFINITIONS:

       As used in the Plan, including this Section 2, references to one gender
shall include the other and, unless otherwise indicated by the context:

       2.1    "ACCRUED BENEFIT" shall mean, with respect to each Participant,
the balance credited to his Deferred Compensation Account.

       2.2    "ACTIVE PARTICIPANT" shall mean, with respect to any day or date,
a Participant who is in Service on such day or date; provided, that a
Participant who is in Service shall cease to be an Active Participant
immediately upon a determination by the Committee that the Participant has
ceased to be an Employee or Independent Contractor.

       2.3    "ADOPTION AGREEMENT" shall mean the written agreement pursuant to
which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan
as applied to the Employer.

       2.4    "ADJUSTMENT DATE" shall mean the date designated in the Adoption
Agreement for crediting the amount of any Salary Deferral Credits, Employer
Matching Credits and Employer Performance Incentive Credits to each Deferred
Compensation Account.

                                       1
<PAGE>

       2.5    "BENEFICIARY" shall mean the person, persons, entity or entities
designated or determined pursuant to the provisions of Section 13 of the Plan.

       2.6    "BOARD" shall mean the Board of Directors of the Employer, if the
Employer is a corporation. If the Employer is not a corporation, "Board" shall
mean the Employer.

       2.7    "COLLEGE EDUCATION ACCOUNT" shall mean the separate account to be
kept for each Participant and to be divided into one or more Dependent
Subaccounts, as described in Section 5.4.

       2.8    "COMMITTEE" shall mean the administrative committee provided for
in Section 9.

       2.9    "COMPENSATION" shall have the meaning designated in the Adoption
Agreement.

       2.10   "DEFERRED COMPENSATION ACCOUNT" shall mean the separate account to
be kept for each Participant, as described in Sections 3 and 8. To the extent
applicable, the Deferred Compensation Account may be credited with Salary
Deferral Credits, Employer Matching Credits and Employer Performance Incentive
Credits.

       2.11   "DEPENDENT SUBACCOUNT" shall mean each separate subaccount to be
kept for each Participant as part of his College Education Account, as described
in Section 5.4. To the extent applicable, each Dependent Subaccount may be
credited with Salary Deferral Credits, Employer Matching Credits, and Employer
Performance Incentive Credits.

       2.12   "DISABILITY" shall mean the inability of a Participant to perform
his regular duties with the Employer or any other duties which the Employer is
willing to assign to him by reason of any medically determinable physical or
mental impairment that can be expected to result in death or to be of long
continued or indefinite duration. The determination of the existence or
nonexistence of Disability shall be made by the Committee in a nondiscriminatory
manner pursuant to an examination by a medical doctor selected or approved by
the Committee.

                                       2
<PAGE>

       2.13   "EFFECTIVE DATE" shall be the date designated in the Adoption
Agreement as of which the Plan first becomes effective.

       2.14   "ELIGIBLE DEPENDENT" shall mean any child (including any legally
adopted child) of a Participant who has not attained age 18 and who the
Participant designates as an Eligible Dependent in his Salary Deferral
Agreement; provided, however, that the Committee in its discretion may approve
the designation of an individual other than the child of a Participant as an
Eligible Dependent.

       2.15   "EMPLOYEE" shall mean an individual in the Service of the Employer
if the relationship between the individual and the Employer is the legal
relationship of employer and employee and if the individual is a highly
compensated or management employee of the Employer. An individual shall cease to
be an Employee upon the first to occur of the following: (i) the Employee's
termination of Service; or (ii) a determination by the Committee that the
Employee no longer meets the eligibility requirements for participation in the
Plan.

       2.16   "EMPLOYER" shall mean the Employer identified in the Adoption
Agreement, and any Participating Employer which adopts this Plan. The Employer
may be a corporation, a partnership or sole proprietorship. All references
herein to the Employer shall be applied separately to each such Employer as if
the Plan were solely the Plan of that Employer.

       2.17   "EMPLOYER MATCHING CREDITS" shall mean the amounts credited to the
Participant's Deferred Compensation Account by the Employer pursuant to the
provisions of Section 3.2.

       2.18   "EMPLOYER PERFORMANCE INCENTIVE CREDITS" shall mean the amounts
credited to the Participant's Deferred Compensation Account by the Employer
pursuant to the provisions of Section 3.3.

       2.19   "INDEPENDENT CONTRACTOR" shall mean an individual in the Service
of the Employer if the relationship between the individual and the Employer is
not the legal relationship of employer and employee. An individual shall cease
to be an Independent

                                       3
<PAGE>

Contractor upon the termination of the Independent Contractor's Service. An
Independent Contractor shall include a director of the Employer who is not an
Employee.

       2.20   "NORMAL RETIREMENT AGE" of a Participant shall mean the age
designated in the Adoption Agreement. The "Normal Retirement Date" of a
Participant shall mean the date the Participant attains his Normal Retirement
Age.

       2.21   "PARTICIPANT" shall mean with respect to any Plan Year an Employee
or Independent Contractor who has been designated by the Committee as a
Participant and who has entered the Plan or who has an Accrued Benefit under the
Plan. An Employee or Independent Contractor designated by the Committee as a
Participant who has not otherwise entered the Plan shall enter the Plan and
become a Participant as of the date determined by the Committee. A Participant
who separates from Service with the Employer and who later returns to Service
will not be eligible to defer Compensation under the Plan except upon
satisfaction of such terms and conditions as the Committee shall establish upon
the Participant's return to Service, whether or not the Participant shall have
an Accrued Benefit remaining under the Plan on the date of his return to
Service.

       2.22   "PARTICIPATING EMPLOYER" shall mean any trade or business (whether
or not incorporated) which adopts this Plan with the consent of the Employer
identified in the Adoption Agreement.

       2.23   "PLAN" shall mean The Executive Nonqualified Excess Plan, as
herein set out or as duly amended. The name of the Plan as applied to the
Employer shall be designated in the Adoption Agreement.

       2.24   "PLAN ADMINISTRATOR" shall mean the person designated in the
Adoption Agreement. If the Plan Administrator designated in the Adoption
Agreement is unable to serve, the Employer shall be the Plan Administrator.

       2.25   "PLAN YEAR" shall mean the twelve-month period ending on the last
day of the month designated in the Adoption Agreement.

                                       4
<PAGE>

       2.26   "QUALIFYING DISTRIBUTION EVENT" shall mean the Participant's
Retirement or the termination of Participant's Service with the Employer for any
reason, including as a result of his death or Disability.

       2.27   "REGULAR IN-SERVICE WITHDRAWALS ACCOUNT" shall mean the separate
account to be kept for each Participant, as described in Section 5.1. To the
extent applicable, the Regular In-Service Withdrawals Account may be credited
with Salary Deferral Credits.

       2.28   "RETIRE" OR "RETIREMENT" shall mean Retirement within the meaning
of Section 4.4.

       2.29   "SALARY DEFERRAL AGREEMENT" shall mean a written agreement entered
into between a Participant and the Employer pursuant to the provisions of
Section 3.

       2.30   "SALARY DEFERRAL CREDITS" shall mean the amounts credited to the
Participant's Deferred Compensation Account by the Employer pursuant to the
provisions of Section 3.

       2.31   "SERVICE" shall mean employment by the Employer as an Employee. If
the Participant is an Independent Contractor, "Service" shall mean the period
during which the contractual relationship exists between the Employer and the
Participant.

       2.32   "SPONSOR" shall mean Executive Benefit Services, Inc.

       2.33   "SPOUSE" OR "SURVIVING SPOUSE" shall mean, except as otherwise
provided in the Plan, the legally married spouse or surviving spouse of a
Participant.

       2.34   "TRUST" shall mean the trust fund established pursuant to Section
10.2, if designated by the Employer in the Adoption Agreement.

       2.35   "TRUSTEE" shall mean the trustee, if any, named in the agreement
establishing the Trust and such successor or additional trustee as may be named
pursuant to the terms of the agreement establishing the Trust.

       2.36   "YEARS OF SERVICE" shall mean each Plan Year of Service completed
by the Participant. For vesting purposes, Years of Service shall be calculated
from the date designated in the Adoption Agreement.


                                       5
<PAGE>

       SECTION 3.    CREDITS TO DEFERRED COMPENSATION ACCOUNT:

       3.1    SALARY DEFERRAL CREDITS: To the extent provided in the Adoption
Agreement, each Active Participant may elect, by entering into a Salary Deferral
Agreement with the Employer, to reduce his Compensation from the Employer by a
dollar amount or percentage specified in the Salary Deferral Agreement. The
amount of the Participant's Salary Reduction Credit shall be credited by the
Employer to the Deferred Compensation Account maintained for the Participant
pursuant to Section 8. The following special provisions shall apply with respect
to the Salary Deferral Credits of a Participant:

       3.1.1  The Employer shall credit to the Participant's Deferred
     Compensation  Account on each  Adjustment Date an amount equal to the total
     Salary Reduction Credit for the period ending on such Adjustment Date.

       3.1.2  An election pursuant to Section 3.1 shall be made by the
     Participant by executing and delivering a Salary Deferral Agreement to the
     Committee. The Salary Deferral Agreement shall become effective with
     respect to such Participant as of the first full payroll period commencing
     on or immediately following the January 1 which occurs after the date such
     Salary Deferral Agreement is received by the Committee; provided, that a
     Participant who first becomes a Participant in the Plan during a Plan Year
     may enter into a Salary Deferral Agreement to be effective as of the first
     payroll period next following the date he enters the Plan. A Participant's
     election shall continue in effect, unless earlier modified by the
     Participant, until the Service of the Participant is terminated, or, if
     earlier, until the Participant ceases to be an Active Participant under the
     Plan.

       3.1.3  A Participant may unilaterally modify a Salary Deferral Agreement
     (either to increase or decrease the portion of his future Compensation
     which is subject to salary deferral within the percentage limits set forth
     in Section 3.1) by providing a written modification of the Salary Deferral
     Agreement to the Employer. The modification shall become effective as of
     the first full payroll period commencing on or immediately following the
     January 1 which occurs after the date such written modification is received
     by the Committee. The Participant may terminate the Salary Deferral
     Agreement effective as of the date designated in the Adoption Agreement.

       3.1.4  The Committee may from time to time establish policies or rules
     governing the manner in which Salary Deferral Credits may be made.

6
<PAGE>


       3.2    EMPLOYER MATCHING CREDITS: If designated by the Employer in the
Adoption Agreement, as of each Adjustment Date, the Employer shall cause the
Committee to credit to the Deferred Compensation Account of each Participant an
Employer matching credit in accordance with the Adoption Agreement.

       3.3    EMPLOYER PERFORMANCE INCENTIVE CREDITS: If designated by the
Employer in the Adoption Agreement, the Employer may credit to the Plan for such
Plan Year any amount as the Board in its discretion shall determine. The
Committee shall have the discretion to credit to the Deferred Compensation
Account of each Active Participant an amount of the Employer Performance
Incentive Credit for the Plan Year as directed by the Employer.

       SECTION 4.    QUALIFYING DISTRIBUTION EVENTS:

       4.1    DEATH OF A PARTICIPANT: If a Participant dies while in Service,
the Employer shall pay a benefit to the Participant's Beneficiary in the amount
designated in the Adoption Agreement. Payment of such benefit shall be made by
the Employer pursuant to Section 6. If a Participant dies following his
Retirement or termination of Service for any reason, including Disability, and
before all payments to him under the Plan have been made, the balance of the
Participant's vested Accrued Benefit shall be paid by the Employer to the
Participant's Beneficiary pursuant to Section 6, and such balance shall be
determined as of the commencement date of the payments.

       4.2    DISABILITY: If a Participant suffers a Disability while in Service
prior to his Normal Retirement Date, he shall terminate Service with the
Employer as of the date of the establishment of his Disability, whereupon he
shall commence receiving payment of his vested Accrued Benefit, determined as of
the commencement date of the payments. Such benefit shall be paid by the
Employer as provided in Section 6.

       4.3    TERMINATION OF SERVICE: If the Service of a Participant with the
Employer shall be terminated for any reason other than Retirement, Disability or
death, his vested Accrued Benefit shall be paid to him by the Employer as
provided in Section 6, and such

                                       7
<PAGE>

Accrued Benefit shall be determined as of the commencement date of the payments.
If a Participant's Accrued Benefit is not fully vested at his termination of
employment, he shall forfeit that portion of his Accrued Benefit that is not
fully vested. If he subsequently returns to Service with the Employer, he shall
be treated as a new Participant for purposes of determining the vested portion
of his Accrued Benefit.

       4.4    RETIREMENT:

       4.4.1  NORMAL RETIREMENT: A Participant who is in Service shall be
     eligible to Retire from Service at his Normal Retirement Date and commence
     receiving payment of his Accrued Benefit, determined as of the commencement
     date of the payments. Payment of such benefit shall be made by the Employer
     pursuant to Section 6.

       4.4.2  EARLY RETIREMENT: If so designated by the Employer in the Adoption
     Agreement, and subject to the requirements for early retirement set forth
     therein, a Participant may elect early retirement effective on any date
     prior to his Normal Retirement Date by filing 30 days' written notice with
     the Committee before such date. The Participant shall commence receiving
     payment of his Accrued Benefit determined as of the commencement date of
     the payments. Such benefit shall be paid by the Employer as provided in
     Section 6.

       4.4.3  DELAYED RETIREMENT: If a Participant shall remain in Service
     following his Normal Retirement Date, his Retirement date shall be the date
     he actually terminates Service for reasons other than death or Disability,
     whereupon he shall commence receiving payment of his Accrued Benefit,
     determined as of the commencement date of the payments. Payment of such
     benefit shall be made by the Employer pursuant to Section 6. During the
     period that such Participant remains in Service pursuant to this Section
     4.4.3, he shall continue to be a Participant for each Plan Year in which he
     meets the requirements therefor. If an Employee or Independent Contractor
     not otherwise a Participant becomes eligible to enter the Plan following
     his Normal Retirement Date, the provisions of this Section 4.4.3 shall
     apply in determining his Retirement date.

       SECTION 5.    IN-SERVICE WITHDRAWALS:

       5.1    REGULAR IN-SERVICE WITHDRAWALS: If the Employer designates in
the Adoption Agreement that regular in-service withdrawals shall be permitted
under the Plan, a Participant may make an irrevocable election in the Salary
Deferral Agreement to withdraw a

                                       8
<PAGE>

designated amount from his Deferred Compensation Account at the specified time
or times designated by the Participant in the Salary Deferral Agreement, and the
Participant's Regular In- Service Withdrawals Account shall be credited in an
amount equal to the amount so designated for regular in-service withdrawals. The
following special provisions shall apply with respect to the regular in-service
withdrawals:

       5.1.1  The Regular In-Service Withdrawals Account shall be established,
     adjusted for payments, credited with Salary Deferral Credits, Employer
     Matching Credits, and Employer Performance Incentive Credits, and credited
     or debited for deemed investment gains or losses in the same manner and at
     the same time as such adjustments are made to the Deferred Compensation
     Account under Section 8 and in accordance with the rules and elections in
     effect under Section 8.

       5.1.2  Notwithstanding any provision in this Section 5 to the contrary,
     if Participant incurs a Qualifying Distribution Event prior to the date on
     which the entire balance of his Regular In-Service Withdrawals Account has
     been distributed to him, then the balance in the Regular In-Service
     Withdrawals Account on the date of the Qualifying Distribution Event shall
     be combined with the Participant's Deferred Compensation Account and
     distributed to him in the same manner and at the same time as his Deferred
     Compensation Account is distributed to him under Section 6 and in
     accordance with the rules and elections in effect under Section 6.

       5.2    FINANCIAL HARDSHIP WITHDRAWALS: A distribution of the Deferred
Compensation Account may be made to a Participant on account of financial
hardship, subject to the following provisions:

       5.2.1  A Participant may, at any time prior to his Retirement or
     termination of Service for any reason, including Disability, make
     application to the Committee to receive a distribution in a lump sum of all
     or a portion of the total vested amount credited to his Deferred
     Compensation Account (determined as of the date the distribution, if any,
     is made under this Section 5.2) because of an unforeseeable emergency that
     results in severe financial hardship to the Participant. A distribution
     because of an unforeseeable emergency shall not exceed the amount required
     to meet the immediate financial need created by the unforeseeable emergency
     and not otherwise reasonably available from other resources of the
     Participant. Examples of an unforeseeable emergency shall include but shall
     not be limited to those financial needs arising on account of a sudden or
     unexpected illness or accident of the Participant or of a dependent of the
     Participant, loss of the Participant's property due to casualty, or other
     similar

                                       9
<PAGE>

     extraordinary and unforeseeable circumstances arising as a result of events
     beyond the control of the Participant.

       5.2.2  The Participant's request for a distribution on account of
     financial hardship must be made in writing to the Committee. The request
     must specify the nature of the financial hardship, the total amount
     requested to be distributed from the Deferred Compensation Account, and the
     total amount of the actual expense incurred or to be incurred on account of
     financial hardship.

       5.2.3  If a distribution under this Section 5.2 is approved by the
     Committee, such distribution will be made as soon as practicable following
     the date it is approved. The processing of the request shall be completed
     as soon as practicable from the date on which the Committee receives the
     properly completed written request for a distribution on account of a
     financial hardship. If a Participant's termination of Service occurs after
     a request is approved in accordance with this Section 5.2.3, but prior to
     distribution of the full amount approved, the approval of the request shall
     be automatically null and void and the benefits which the Participant is
     entitled to receive under the Plan shall be distributed in accordance with
     the applicable distribution provisions of the Plan. Only one financial
     hardship distribution shall be made within any Plan Year.

       5.2.4  The Committee may from time to time adopt additional policies or
     rules governing the manner in which such distributions may be made so that
     the Plan may be conveniently administered.

       5.3    "HAIRCUT" WITHDRAWALS: If the Employer designates in the Adoption
Agreement that "haircut" withdrawals shall be permitted under the Plan, a
Participant in Service may at his option make one or more withdrawals from his
Deferred Compensation Account by written request to the Committee; provided,
however, that a Participant who requests a withdrawal under this Section 5.3
shall incur a penalty (the "haircut") equal to a percentage (not less than 10%),
as designated by the Employer in the Adoption Agreement, of the amount
withdrawn, and this penalty shall be forfeited from the Deferred Compensation
Account of the Participant notwithstanding the provisions of Section 7.

       5.4    COLLEGE EDUCATION WITHDRAWALS: If the Employer designates in the
Adoption Agreement that college education withdrawals shall be permitted under
the Plan, a Participant may elect in the Salary Deferral Agreement for a
designated percentage or dollar

                                       10
<PAGE>

amount of the Salary Deferral Credits to be credited to a College Education
Account to be used to fund the college education of the Participant's Eligible
Dependent or Eligible Dependents. The College Education Account shall be divided
into Dependent Subaccounts for each of the Participant's Eligible Dependents,
and the Participant may designate in the Salary Deferral Agreement the
percentage or dollar amount of each Salary Deferral Credit to be credited to
each Dependent Subaccount; provided, however, that the minimum credit that a
Participant may elect to make to any Dependent Subaccount is $1,000. In the
absence of a clear designation, all credits made to the College Education
Subaccount shall be equally allocated to each Dependent Subaccount. As soon as
practicable after an Eligible Dependent of the Participant attains age 18, the
Employer shall pay to the Participant the balance in the Dependent Subaccount
with respect to such Eligible Dependent in annual installments over a period of
four, five or six years, as designated by the Participant in the Salary Deferral
Agreement. The following special provisions shall apply with respect to the
Dependent Subaccounts:

       5.4.1  The Dependent Subaccounts shall be established, adjusted for
     payments, credited with Salary Deferral Credits, Employer Matching Credits,
     and Employer Performance Incentive Credits, and credited or debited for
     deemed investment gains or losses in the same manner and at the same time
     as such adjustments are made to the Deferred Compensation Account under
     Section 8 and in accordance with the rules and elections in effect under
     Section 8.

       5.4.2  Notwithstanding any provision in this Section 5 to the contrary,
     if Participant incurs a Qualifying Distribution Event prior to the date on
     which the entire balance of his College Education Account has been
     distributed to him, then the balance in the College Education Account on
     the date of the Qualifying Distribution Event shall be combined with the
     Participant's Deferred Compensation Account and distributed to him in the
     same manner and at the same time as his Deferred Compensation Account is
     distributed to him under Section 6 and in accordance with the rules and
     elections in effect under Section 6.

       SECTION 6.    QUALIFYING DISTRIBUTION EVENTS PAYMENT OPTIONS:

                                       11
<PAGE>

       6.1    PAYMENT OPTIONS: The Employer shall designate in the Adoption
Agreement the payment options available upon a Qualifying Distribution Event.
Upon a Participant's entry into the Plan, the Participant shall elect among
these designated payment options the method under which his vested Accrued
Benefit or, in the event of his death, any benefit payable as a result, will be
distributed; provided, however, that the Participant may change the method of
payment with the consent of the Committee by filing a written election with the
Committee at least one year prior to the commencement date of the payments.

       6.2    PREPAYMENT: Notwithstanding any other provisions of this Plan, if
a Participant or any other person (a "recipient") is entitled to receive
payments under the Plan, the Committee in its sole discretion may direct the
Employer to prepay all or any part of the payments remaining to be made to or on
behalf of the recipient, or to shorten the payment period. The amount of such
prepayment shall be in full satisfaction of the Employer's obligations hereunder
to the recipient and to all persons claiming under or through the recipient with
respect to the payments being prepaid. In the event of a partial prepayment, the
Committee shall designate which installments are being prepaid and, if
applicable, the accounts of the Participant from which such prepayments shall be
debited. The Committee's determinations under this Section 6.2 shall be final
and conclusive upon all parties claiming benefits under this Plan.

       6.3    BENEFIT EXCHANGE: Notwithstanding any other provisions of this
Plan, the Employer and the Participant may enter into an agreement under which,
in lieu of the payment of the Participant's vested Accrued Benefit upon a
Qualifying Distribution Event, the Participant's vested Accrued Benefit will be
exchanged for another nonqualified benefit in accordance with rules established
by the Committee.



                                       12
<PAGE>

       SECTION 7.    VESTING:

       A Participant shall be fully vested (that is, nonforfeitable) in the
portion of his Deferred Compensation Account attributable to Salary Deferral
Credits, and all income, gains and losses attributable thereto. A Participant
shall become fully vested in the portion of his Deferred Compensation Account
attributable to Employer Matching Credits, Employer Performance Incentive
Credits, and income, gains and losses attributable thereto, on the first to
occur of: (i) normal Retirement; (ii) Early Retirement; (iii) death while in
Service; or (iv) in accordance with the vesting schedule and provisions
designated by the Employer in the Adoption Agreement.

       SECTION 8.    ACCOUNT; DEEMED INVESTMENT; ADJUSTMENT OF ACCOUNTS:

       8.1    ACCOUNT: The Committee shall establish a book reserve account,
entitled the "Deferred Compensation Account," on behalf of each Participant.
Such account shall be adjusted pursuant to the provisions of Section 8.3.

       8.2    DEEMED INVESTMENTS: The Deferred Compensation Account of a
Participant shall be credited with an investment return determined as if the
account were invested in one or more investment funds made available by the
Committee. The Participant shall elect the investment funds in which his
Deferred Compensation Account shall be deemed to be invested. Such election
shall be made in the manner prescribed by the Committee and shall take effect
upon the entry of the Participant into the Plan. The investment election of the
Participant shall remain in effect until a new election is made by the
Participant. In the event the Participant fails for any reason to make an
effective election of the investment return to be credited to his account, the
investment return shall be determined by the Committee.

       8.3    ADJUSTMENTS TO DEFERRED COMPENSATION ACCOUNTS: With respect to
each Participant who has a Deferred Compensation Account under the Plan, the
amount credited to such account shall be adjusted by the following debits and
credits, at the times and in the order stated:


                                       13
<PAGE>

       8.3.1  The Deferred Compensation Account shall be debited each business
     day with the total amount of any payments made from such account since the
     last preceding business day to him or for his benefit.

       8.3.2  The Deferred Compensation Account shall be credited on each
     Adjustment Date with the total amount of any Salary Deferral Credits,
     Employer Matching Credits and Employer Performance Incentive Credits to
     such account since the last preceding Adjustment Date.

       8.3.3  The Deferred Compensation Account shall be credited or debited on
     each day securities are traded on a national stock exchange with the amount
     of deemed investment gain or loss resulting from the performance of the
     investment funds elected by the Participant in accordance with Section 8.2.
     The amount of such deemed investment gain or loss shall be determined by
     the Committee and such determination shall be final and conclusive upon all
     concerned.

       SECTION 9.    ADMINISTRATION BY COMMITTEE:

       9.1    MEMBERSHIP OF COMMITTEE: The Committee shall consist of at least
three individuals who shall be appointed by the Board to serve at the pleasure
of the Board. Any member of the Committee may resign, and his successor, if any,
shall be appointed by the Board. The Committee shall be responsible for the
general administration and interpretation of the Plan and for carrying out its
provisions, except to the extent all or any of such obligations are specifically
imposed on the Board.

       9.2    COMMITTEE OFFICERS; SUBCOMMITTEE: The members of the Committee
shall elect a Chairman and may elect an acting Chairman. They shall also elect a
Secretary and may elect an acting Secretary, either of whom may be but need not
be a member of the Committee. The Committee may appoint from its membership such
subcommittees with such powers as the Committee shall determine, and may
authorize one or more of its members or any agent to execute or deliver any
instruments or to make any payment on behalf of the Committee.

       9.3    COMMITTEE MEETINGS: The Committee shall hold such meetings upon
such notice, at such places and at such intervals as it may from time to time
determine. Notice of meetings shall not be required if notice is waived in
writing by all the members of the Committee at the time in office, or if all
such members are present at the meeting.

                                       14
<PAGE>

       9.4    TRANSACTION OF BUSINESS: A majority of the members of the
Committee at the time in office shall constitute a quorum for the transaction of
business. All resolutions or other actions taken by the Committee at any meeting
shall be by vote of a majority of those present at any such meeting and entitled
to vote. Resolutions may be adopted or other action taken without a meeting upon
written consent thereto signed by all of the members of the Committee.

       9.5    COMMITTEE RECORDS: The Committee shall maintain full and complete
records of its deliberations and decisions. The minutes of its proceedings shall
be conclusive proof of the facts of the operation of the Plan.

       9.6    ESTABLISHMENT OF RULES: Subject to the limitations of the Plan,
the Committee may from time to time establish rules or by-laws for the
administration of the Plan and the transaction of its business.

       9.7    CONFLICTS OF INTEREST: No individual member of the Committee shall
have any right to vote or decide upon any matter relating solely to himself or
to any of his rights or benefits under the Plan (except that such member may
sign unanimous written consent to resolutions adopted or other action taken
without a meeting), except relating to the terms of his Salary Deferral
Agreement.

       9.8    CORRECTION OF ERRORS: The Committee may correct errors and, so far
as practicable, may adjust any benefit or credit or payment accordingly. The
Committee may in its discretion waive any notice requirements in the Plan;
provided, that a waiver of notice in one or more cases shall not be deemed to
constitute a waiver of notice in any other case. With respect to any power or
authority which the Committee has discretion to exercise under the Plan, such
discretion shall be exercised in a nondiscriminatory manner.

       9.9    AUTHORITY TO INTERPRET PLAN: Subject to the claims procedure set
forth in Section 16, the Plan Administrator and the Committee shall have the
duty and discretionary authority to interpret and construe the provisions of the
Plan and to decide any dispute which may arise regarding the rights of
Participants hereunder, including the discretionary authority to

                                       15
<PAGE>

construe the Plan and to make determinations as to eligibility and benefits
under the Plan. Determinations by the Plan Administrator and the Committee shall
apply uniformly to all persons similarly situated and shall be binding and
conclusive upon all interested persons.

       9.10   THIRD PARTY ADVISORS: The Committee may engage an attorney,
accountant, actuary or any other technical advisor on matters regarding the
operation of the Plan and to perform such other duties as shall be required in
connection therewith, and may employ such clerical and related personnel as the
Committee shall deem requisite or desirable in carrying out the provisions of
the Plan. The Committee shall from time to time, but no less frequently than
annually, review the financial condition of the Plan and determine the financial
and liquidity needs of the Plan. The Committee shall communicate such needs to
the Employer so that its policies may be appropriately coordinated to meet such
needs.

       9.11   COMPENSATION OF MEMBERS: No fee or compensation shall be paid to
any member of the Committee for his Service as such.

       9.12   EXPENSE REIMBURSEMENT: The Committee shall be entitled to
reimbursement by the Employer for its reasonable expenses properly and actually
incurred in the performance of its duties in the administration of the Plan.

       9.13   INDEMNIFICATION: No member of the Committee shall be personally
liable by reason of any contract or other instrument executed by him or on his
behalf as a member of the Committee nor for any mistake of judgment made in good
faith, and the Employer shall indemnify and hold harmless, directly from its own
assets (including the proceeds of any insurance policy the premiums for which
are paid from the Employer's own assets), each member of the Committee and each
other officer, employee, or director of the Employer to whom any duty or power
relating to the administration or interpretation of the Plan may be delegated or
allocated, against any unreimbursed or uninsured cost or expense (including any
sum paid in settlement of a claim with the prior written approval of the Board)
arising out of any act or omission to act in connection with the Plan unless
arising out of such person's own fraud, bad faith, willful misconduct or gross
negligence.

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<PAGE>

       SECTION 10.   CONTRACTUAL LIABILITY; TRUST:

       10.1   CONTRACTUAL LIABILITY: The obligation of the Employer to make
payments hereunder shall constitute a contractual liability of the Employer to
the Participant. Such payments shall be made from the general funds of the
Employer, and the Employer shall not be required to establish or maintain any
special or separate fund, or otherwise to segregate assets to assure that such
payments shall be made, and the Participant shall not have any interest in any
particular assets of the Employer by reason of its obligations hereunder. To the
extent that any person acquires a right to receive payment from the Employer,
such right shall be no greater than the right of an unsecured creditor of the
Employer.

       10.2   TRUST: If so designated in Section 2.34 of the Adoption Agreement,
the Employer may establish a Trust with the Trustee, pursuant to such terms and
conditions as are set forth in the Trust Agreement. The Trust, if and when
established, is intended to be treated as a grantor trust for purposes of the
Code. The establishment of the Trust is not intended to cause Participants to
realize current income on amounts contributed thereto, and the Trust shall be so
interpreted and administered.

       SECTION 11.   ALLOCATION OF RESPONSIBILITIES:

       The persons responsible for the Plan and the duties and responsibilities
allocated to each are as follows:

       11.1   BOARD:

              (i)    To amend the Plan;

              (ii)   To appoint and remove members of the Committee; and

              (iii)  To terminate the Plan.

       11.2   COMMITTEE:

              (i)    To designate Participants;

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<PAGE>

              (ii)   To interpret the provisions of the Plan and to determine
       the rights of the Participants under the Plan, except to the extent
       otherwise provided in Section 16 relating to claims procedure;

              (iii)  To administer the Plan in accordance with its terms, except
       to the extent powers to administer the Plan are specifically delegated to
       another person or persons as provided in the Plan;

              (iv)   To account for the Accrued Benefits of Participants; and

              (v)    To direct the Employer in the payment of benefits.

       11.3   PLAN ADMINISTRATOR:

              (i)    To file such reports as may be required with the United
       States Department of Labor, the Internal Revenue Service and any other
       government agency to which reports may be required to be submitted from
       time to time; and

              (ii)   To administer the claims procedure to the extent provided
       in Section 16.

       SECTION 12.   BENEFITS NOT ASSIGNABLE; FACILITY OF PAYMENTS:

       12.1   BENEFITS NOT ASSIGNABLE: No portion of any benefit credited or
paid under the Plan with respect to any Participant shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance or charge, and any attempt so to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void, nor shall
any portion of such benefit be in any manner payable to any assignee, receiver
or any one trustee, or be liable for his debts, contracts, liabilities,
engagements or torts.

       12.2   Payments to minors and others: If any individual entitled to
receive a payment under the Plan shall be physically, mentally or legally
incapable of receiving or acknowledging receipt of such payment, the Committee,
upon the receipt of satisfactory evidence of his incapacity and satisfactory
evidence that another person or institution is maintaining him and that no
guardian or committee has been appointed for him, may cause any payment
otherwise payable to him to be made to such person or institution so maintaining
him.

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<PAGE>

Payment to such person or institution shall be in full satisfaction of all
claims by or through the Participant to the extent of the amount thereof.

       SECTION 13.   BENEFICIARY:

       The Participant's beneficiary shall be the person or persons designated
by the Participant on the beneficiary designation form provided by and filed
with the Committee or its designee. If the Participant does not designate a
beneficiary, the beneficiary shall be his Surviving Spouse. If the Participant
does not designate a beneficiary and has no Surviving Spouse, the beneficiary
shall be the Participant's estate. The designation of a beneficiary may be
changed or revoked only by filing a new beneficiary designation form with the
Committee or its designee. If a beneficiary (the "primary beneficiary") is
receiving or is entitled to receive payments under the Plan and dies before
receiving all of the payments due him, the balance to which he is entitled shall
be paid to the contingent beneficiary, if any, named in the Participant's
current beneficiary designation form. If there is no contingent beneficiary, the
balance shall be paid to the estate of the primary beneficiary. Any beneficiary
may disclaim all or any part of any benefit to which such beneficiary shall be
entitled hereunder by filing a written disclaimer with the Committee before
payment of such benefit is to be made. Such a disclaimer shall be made in a form
satisfactory to the Committee and shall be irrevocable when filed. Any benefit
disclaimed shall be payable from the Plan in the same manner as if the
beneficiary who filed the disclaimer had died on the date of such filing.

       SECTION 14.   AMENDMENT AND TERMINATION OF PLAN:

       The Board may amend any provision of the Plan or terminate the Plan at
any time; provided, that in no event shall such amendment or termination reduce
any Participant's Accrued Benefit as of the date of such amendment or
termination, nor shall any such amendment affect the terms of the Plan relating
to the payment of such Accrued Benefit.

       Notwithstanding the foregoing, the Plan shall be terminated upon the
occurrence of one or more of the events designated in the Adoption Agreement.
Upon the occurrence of a

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<PAGE>

termination event, the Accrued Benefit of each Participant shall become fully
vested and payable to the Participant in a lump sum.

       SECTION 15.   COMMUNICATION TO PARTICIPANTS:

       The Employer shall make a copy of the Plan available for inspection by
sParticipants and their beneficiaries during reasonable hours at the principal
office of the Employer.

       SECTION 16.   CLAIMS PROCEDURE:

       The following claims procedure shall apply with respect to the Plan:

       16.1   FILING OF A CLAIM FOR BENEFITS: If a Participant or beneficiary
(the "claimant") believes that he is entitled to benefits under the Plan which
are not being paid to him or which are not being accrued for his benefit, he
shall file a written claim therefor with the Plan Administrator. In the event
the Plan Administrator shall be the claimant, all actions which are required to
be taken by the Plan Administrator pursuant to this Section 16 shall be taken
instead by another member of the Committee designated by the Committee.

       16.2   NOTIFICATION TO CLAIMANT OF DECISION: Within 90 days after receipt
of a claim by the Plan Administrator (or within 180 days if special
circumstances require an extension of time), the Plan Administrator shall notify
the claimant of his decision with regard to the claim. In the event of such
special circumstances requiring an extension of time, there shall be furnished
to the claimant prior to expiration of the initial 90-day period written notice
of the extension, which notice shall set forth the special circumstances and the
date by which the decision shall be furnished. If such claim shall be wholly or
partially denied, notice thereof shall be in writing and worded in a manner
calculated to be understood by the claimant, and shall set forth: (i) the
specific reason or reasons for the denial; (ii) specific reference to pertinent
provisions of the Plan on which the denial is based; (iii) a description of any
additional material or information necessary for the claimant to perfect the
claim and an explanation of why such material or information is necessary; and
(iv) an explanation of the procedure for review of the denial. If the Plan
Administrator fails to notify the claimant of the decision in timely manner, the

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<PAGE>

claim shall be deemed denied as of the close of the initial 90-day period (or
the close of the extension period, if applicable).

       16.3   PROCEDURE FOR REVIEW: Within 60 days following receipt by the
claimant of notice denying his claim, in whole or in part, or, if such notice
shall not be given, within 60 days following the latest date on which such
notice could have been timely given, the claimant shall appeal denial of the
claim by filing a written application for review with the Committee. Following
such request for review, the Committee shall fully and fairly review the
decision denying the claim. Prior to the decision of the Committee, the claimant
shall be given an opportunity to review pertinent documents and to submit issues
and comments in writing.

       16.4   DECISION ON REVIEW: The decision on review of a claim denied in
whole or in part by the Plan Administrator shall be made in the following
manner:

       16.4.1 Within 60 days following receipt by the Committee of the request
     for review (or within 120 days if special circumstances require an
     extension of time), the Committee shall notify the claimant in writing of
     its decision with regard to the claim. In the event of such special
     circumstances requiring an extension of time, written notice of the
     extension shall be furnished to the claimant prior to the commencement of
     the extension. If the decision on review is not furnished in a timely
     manner, the claim shall be deemed denied as of the close of the initial
     60-day period (or the close of the extension period, if applicable).

       16.4.2 With respect to a claim that is denied in whole or in part, the
     decision on review shall set forth specific reasons for the decision, shall
     be written in a manner calculated to be understood by the claimant, and
     shall cite specific references to the pertinent Plan provisions on which
     the decision is based.

       16.4.3 The decision of the Committee shall be final and conclusive.

       16.5   ACTION BY AUTHORIZED REPRESENTATIVE OF CLAIMANT: All actions set
forth in this Section 16 to be taken by the claimant may likewise be taken by a
representative of the claimant duly authorized by him to act in his behalf on
such matters. The Plan Administrator and the Committee may require such evidence
as either may reasonably deem necessary or advisable of the authority to act of
any such representative.

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<PAGE>

       SECTION 17.   MISCELLANEOUS PROVISIONS:

       17.1   SET OFF: Notwithstanding any other provision of this Plan, the
Employer may reduce the amount of any payment otherwise payable to or on behalf
of a Participant hereunder by the amount of any loan, cash advance, extension of
credit or other obligation of the Participant to the Employer that is then due
and payable, and the Participant shall be deemed to have consented to such
reduction.

       17.2   NOTICES: Each Participant who is not in Service and each
beneficiary shall be responsible for furnishing the Committee or its designee
with his current address for the mailing of notices and benefit payments. Any
notice required or permitted to be given to such Participant or beneficiary
shall be deemed given if directed to such address and mailed by regular United
States mail, first class, postage prepaid. If any check mailed to such address
is returned as undeliverable to the addressee, mailing of checks will be
suspended until the Participant or beneficiary furnishes the proper address.
This provision shall not be construed as requiring the mailing of any notice or
notification otherwise permitted to be given by posting or by other publication.

       17.3   LOST DISTRIBUTEES: A benefit shall be deemed forfeited if the Plan
Administrator is unable to locate the Participant or beneficiary to whom payment
is due on or before the fifth anniversary of the date payment is to be made or
commence; provided, that the deemed investment rate of return pursuant to
Section 8.2 shall cease to be applied to the Participant's account following the
first anniversary of such date; provided further, however, that such benefit
shall be reinstated if a valid claim is made by or on behalf of the Participant
or beneficiary for all or part of the forfeited benefit.

       17.4   RELIANCE ON DATA: The Employer, the Committee and the Plan
Administrator shall have the right to rely on any data provided by the
Participant or by any beneficiary. Representations of such data shall be binding
upon any party seeking to claim a benefit through a Participant, and the
Employer, the Committee and the Plan Administrator shall

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<PAGE>

have no obligation to inquire into the accuracy of any representation made at
any time by a Participant or beneficiary.

       17.5   RECEIPT AND RELEASE FOR PAYMENTS: Subject to the provisions of
Section 17.1, any payment made from the Plan to or with respect to any
Participant or beneficiary, or pursuant to a disclaimer by a beneficiary, shall,
to the extent thereof, be in full satisfaction of all claims hereunder against
the Plan and the Employer with respect to the Plan. The recipient of any payment
from the Plan may be required by the Committee, as a condition precedent to such
payment, to execute a receipt and release with respect thereto in such form as
shall be acceptable to the Committee.

       17.6   HEADINGS: The headings and subheadings of the Plan have been
inserted for convenience of reference and are to be ignored in any construction
of the provisions hereof.

       17.7   CONTINUATION OF EMPLOYMENT: The establishment of the Plan shall
not be construed as conferring any legal or other rights upon any Employee or
any persons for continuation of employment, nor shall it interfere with the
right of the Employer to discharge any Employee or to deal with him without
regard to the effect thereof under the Plan.

       17.8   MERGER OR CONSOLIDATION: No employer-party to the Plan shall
consolidate or merge into or with another corporation or entity, or transfer all
or substantially all of its assets to another corporation, partnership, trust or
other entity (a "Successor Entity") unless such Successor Entity shall assume
the rights, obligations and liabilities of the employer-party under the Plan and
upon such assumption, the Successor Entity shall become obligated to perform the
terms and conditions of the Plan.

       17.9   CONSTRUCTION: The Employer shall designate in the Adoption
Agreement the state according to whose laws the provisions of the Plan shall be
construed and enforced, except to the extent that such laws are superseded by
ERISA.



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