HERITAGE BANK
                          EMPLOYEE STOCK OWNERSHIP PLAN

                            SUMMARY PLAN DESCRIPTION


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                                TABLE OF CONTENTS




                                        I

                            INTRODUCTION TO YOUR PLAN


                                       II

                       GENERAL INFORMATION ABOUT YOUR PLAN
1.      General Plan Information                                             2
2.      Employer Information                                                 2
3.      Plan Administrator Information                                       2
4.      Plan Trustee Information                                             3
5.      Service of Legal Process                                             3

                                       III

                           PARTICIPATION IN YOUR PLAN
1.      Eligibility Requirements                                             3
2.      Participation Requirements                                           4
3.      Excluded Employees                                                   4

                                       IV

                           CONTRIBUTIONS TO YOUR PLAN
1.      Employer Contributions to the Plan .                                 4
2.      Your Share of Employer Contributions                                 5
3.      Compensation                                                         5
4.      Forfeitures                                                          6
                                        V

                            BENEFITS UNDER YOUR PLAN
1.      Distribution of Benefits Upon Normal Retirement                      6
2.      Distribution of Benefits Upon Late Retirement                        6
3.      Distribution of Benefits Upon Death                                  6
4.      Distribution of Benefits Upon Termination of
        Employment                                                           7
5.      Vesting in Your Plan                                                 8
6.      Benefit Payment Method                                               S
7.      Treatment of Distributions From Your Plan                            9
8.      Domestic Relations Order                                             9
9.      Pension Benefit Guaranty Corporation                                10

                                       VI

                       INFORMATION REGARDING COMPANY STOCK
1.      Voting of Company Stock                                             10
2.      Right of First Refusal                                              10

                                       VII

                                  SERVICE RULES
1.      Year of Service                                                     11
2.      Hour of Service                                                     11
3.      1-Year Break in Service                                             11
4.      Uniformed Services Employment and Reemployment
        Rights Act                                                          12

                                      VIII

                          YOUR PLAN'S 'TOP HEAVY RULES"
1.      Explanation of "Top Heavy Rules"                                    12

                                       IX

                    CLAIMS BY PARTICIPANTS AND BENEFICIARIES
1.      The Claims Review Procedure                                .        14


                                        X

                            STATEMENT OF ERISA RIGHTS
1.      Explanation of Your ERISA Rights                                    15


                                       XI

            AMENDMENT AND TERMINATION OF YOUR PLAN
1.      Amendment                                                           16
2.      Termination                                                         16


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                                  HERITAGE BANK
                          EMPLOYEE STOCK OWNERSHIP PLAN

                            SUMMARY PLAN DESCRIPTION

                                        I
                            INTRODUCTION TO YOUR PLAN

         Heritage Bankshares, Inc. wishes to recognize the efforts its employees
have made to its success and to reward them by adopting a Stock Bonus Plan. This
Plan  will  be for  the  exclusive  benefit  of  eligible  employees  and  their
beneficiaries.

        The purpose of this Plan is to reward  eligible  employees  for long and
loyal service by providing them with retirement benefits.

        Between  now  and  your  retirement,   your  Employer  intends  to  make
contributions  for you and other eligible  employees.  Contributions to the Plan
will be  invested in Company  Stock.  Your  efforts  added to the efforts of all
other employees  contribute to the  profitability and growth of the Employer and
thereby  increase the value of Company Stock and your benefits in the Plan. When
you retire,  you will be entitled to receive the value of the amounts which have
accumulated in your account in the form of Company Stock.

        Your Employer has the right to submit this Plan to the Internal  Revenue
Service for approval.  The Internal  Revenue Service will issue a "determination
letter" to your Employer  approving this Plan as a "qualified"  retirement plan,
if this Plan meets specific legal requirements.

        This Summary Plan  Description  is a brief  description of your Plan and
your rights,  obligations,  and benefits under that Plan. Some of the statements
made in this  Summary  Plan  Description  are  dependent  upon this  Plan  being
"qualified" under the provisions of the Internal Revenue Code. This Summary Plan
Description is not meant to interpret,  extend, or change the provisions of your
Plan in any way. The  provisions of your Plan may only be determined  accurately
by reading the actual Plan document.

        A copy of your Plan is on file at your Employer's office and may be read
by you, your  beneficiaries,  or your legal  representatives  at any  reasonable
time. If you have any questions  regarding either your Plan or this Summary Plan
Description,  you  should  ask your  Plan's  Administrator.  In the event of any
discrepancy  between this Summary Plan Description and the actual  provisions of
the Plan, the Plan will govern.






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                                       II

                       GENERAL INFORMATION ABOUT YOUR PLAN

        There is certain  general  information  which you may need to know about
your Plan. This information has been summarized for you in this section.

1.      General Plan Information

        Heritage Bank Employee Stock Ownership Plan is the name of your Plan.

        Your Employer has assigned Plan Number 003 to your Plan.

        The provisions of your Plan become  effective on January 1, 1997,  which
is called the Effective Date of the Plan.

        Your Plan's  records are  maintained on a  twelve-month  period of time.
This is known as the Plan Year.  The Plan Year begins on January 1st and ends on
December 31st.

        Certain valuations and distributions are made on the Anniversary Date of
your Plan. This date is December 31st.

        The  contributions  made to your Plan will be held and  invested  by the
Trustee of your Plan.

        Your Plan and Trust will be governed by the laws of the  Commonwealth of
Virginia.

2.      Employer Information

        Your Employer's name, address and identification number are:

        Heritage Bankshares, Inc.
        200 East Plume Street
        Norfolk, Virginia 23510
        54-1234322

3.      Plan Administrator Information

        The  name,   address  and  business  telephone  number  of  your  Plan's
Administrator are:

        Heritage Bankshares, Inc.
        200 East Plume Street
        Norfolk, Virginia 23510
        (757) 523-2600

        Your  Plan's  Administrator  keeps  the  records  for  the  Plan  and is
responsible  for  the   administration   of  the  Plan.  The  Administrator  has
discretionary   authority   to   construe   the  terms  of  the  Plan  and  make
determinations on questions which may affect


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your eligibility for benefits.  Your Plan's  Administrator  will also answer any
questions you may have about your Plan.

4.  Plan Trustee Information

        The names of your Plan's Trustees are:

        Catherine Jackson
        Harvey Roberts, III
        Henry U. Harris, III

        The Trustees  shall  collectively  be referred to as Trustee  throughout
this Summary Plan Description.

        The principal place of business of your Plan's Trustee is:

        200 East Plume Street
        Norfolk, Virginia 23510

        Your Plan's  Trustee has been  designated to hold and invest Plan assets
for the benefit of you and other Plan  participants.  The trust fund established
by the Plan's  Trustee will be the funding medium used for the  accumulation  of
assets from which benefits will be distributed.

5.  Service of Legal Process

        The name and address of your Plan's  agent for service of legal  process
are:

        Heritage Bankshares, Inc.
        200 East Plume Street
        Norfolk, Virginia 23510

        Service  of  legal  process  may  also  be  made  upon  the  Trustee  or
Administrator.

                                       III

                           PARTICIPATION IN YOUR PLAN

        Before you  become a member or a  "participant"  in the Plan,  there are
certain eligibility and participation rules which you must meet. These rules are
explained in this section.

1.      Eligibility Requirements

        You will be eligible to  participate  in the Plan if you have  completed
six (6) months of service.

        You will have  completed  six (6)  months of  service  if you are in the
employ of your Employer six (6) months after your employment commencement date.




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2.  Participation Requirements

        Once you have satisfied your Plan's eligibility requirements,  your next
step will be to actually become a member or a participant" in the Plan. You will
become a participant on a specified day of the Plan Year. This day is called the
Effective Date of Participation.

        You will become a participant  on the first day of the calendar  quarter
coinciding  with or next following the date you satisfy your Plan's  eligibility
requirements.

3.      Excluded Employees

         There are certain employees of Heritage  Bankshares,  Inc. who will not
be eligible to participate in your Plan. Those employees are:

(a)      employees who are leased employees.

                                       IV

                           CONTRIBUTIONS TO YOUR PLAN

1.      Employer Contributions to the Plan

        As a  participant,  you may be eligible to share in and benefit from the
contributions made by your Employer. Each year, your Employer's contribution, if
any, will be placed into a trust fund for the benefit of Plan participants.  The
Administrator  of your Plan will then establish and maintain a separate  account
for you and all other participants, into which the contributions will be placed.

        Each year,  your Employer will  determine the amount of net profits,  if
any, to contribute to your Plan. This contribution is discretionary.

        You must complete a Year of Service during the Plan Year and be actively
employed on the last day of the Plan Year to share in this contribution.

        In determining your eligibility to share in contributions  for the year,
there are special rules which apply if your  employment  terminates  due to your
Retirement (Normal or Late)

        In such cases, you will be eligible to share in the  contributions  made
by your Employer in accordance with the following:

        If the  reason  your  employment  terminated  is due to your  Retirement
        (Normal  or  Late) , then  you  will  not be  eligible  to  share in the
        contribution  for  the  year  even  if you  satisfied  the  requirements
        explained above.



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2.      Your Share of Employer Contributions

        Your  Employer's  contribution  will be  "allocated"  or  divided  among
participants eligible to share in the contribution for the Plan Year. Your share
of the contribution  will depend upon how much  compensation you received during
the year and the compensation received by other eligible participants.

        Your share of your Employer's  discretionary  contribution is determined
        by the following fraction:

                                                     Your Compensation
                Employer' s              X      -------------------------
        Discretionary Contribution              Total Compensation of All
                                                Participants Eligible to
                                                         Share

For example:

        Suppose the Employer's  discretionary  contribution for the Plan Year is
        $20,000.  Employee A's  compensation  for the Plan Year is $25,000.  The
        total  compensation  of all  participants  eligible to share,  including
        Employee A, is $250,000.
        Employee A's share will be:

                                      $25,000
                           $20,000 X --------- or $2,000
                                     $250,000

        In addition to the Employer's  contributions made to your account,  your
account will be credited  annually  with a share of the  investment  earnings or
losses of the fund.

        You should also be aware that the law imposes certain limits on how much
money may be allocated to your  account for a year.  These limits are  extremely
complex  but  generally  no more  than  the  lesser  of  $30,000  or 25% of your
compensation may be allocated to you (excluding earnings or losses) in any year.
The Administrator will inform you if these limits have affected you.

3.      Compensation

        For the  purposes  of your  Plan,  compensation  has a special  meaning.
Compensation  is defined as your total  compensation  during a Plan Year that is
subject to income tax and is reflected on your W-2 Form, but

                 -- including your salary reduction contributions to any plan or
                 arrangement maintained by your Employer.

        Your compensation will be recognized for benefit purposes from your date
of entry into the Plan.



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        The Plan, by law, cannot  recognize  compensation in excess of $160,000.
This amount will be adjusted in future  years for cost of living  increases.  It
will also be applied to certain  highly  compensated  employees and their family
members as if they were a single participant.  If you or a member of your family
may be affected by this rule, ask your  Administrator  for further details.  For
any short Plan Year,  the adjusted  limit will be prorated based upon the number
of full months in the short Plan Year.

4.  Forfeitures

        Forfeitures are created when  participants  terminate  employment before
becoming  entitled to their full benefits under the Plan.  Your account may grow
from the forfeitures of other  participants.  Forfeitures will be "allocated" or
divided among participants eligible to share for a Plan Year.

                                        V

                            BENEFITS UNDER YOUR PLAN

1.      Distribution of Benefits Upon Normal Retirement

        Your  Normal  Retirement  Date is the first day of the month  coinciding
with or next following your Normal Retirement Age.

        You will  attain  your  Normal  Retirement  Age when you reach your 65th
birthday, or your 5th anniversary of joining the Plan, if later.

        At your  Normal  Retirement  Age,  you will be  entitled to 100% of your
account balance.  Payment of your benefits will, at your election, occur as soon
as practicable  following your Normal  Retirement  Date. If you continue working
after your Normal  Retirement  Age, you may defer receipt of your benefits until
your Late Retirement Date or, if earlier, the April 1st following the end of the
year in which you attain age 70 1/2.

2.      Distribution of Benefits Upon Late Retirement

        You may remain  employed  past your Plan's  Normal  Retirement  Date and
retire instead on your Late  Retirement  Date.  Your Late Retirement Date is the
first day of the month  coinciding with or next following the date you choose to
retire after first  having  reached your Normal  Retirement  Date.  On your Late
Retirement  Date,  you will be entitled to 100% of your Account.  Actual benefit
payment will occur as soon as practicable following your Late Retirement Date.

3.      Distribution of Benefits Upon Death

        Your beneficiary  will be entitled to a single lump-sum  distribution of
100% of your account balance upon your death.



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        If you are  married at the time of your  death,  your spouse will be the
beneficiary  of the death  benefit,  unless you otherwise  elect in writing on a
form to be  furnished  to you by the  Administrator.  IF YOU WISH TO DESIGNATE A
BENEFICIARY  OTHER THAN YOUR  SPOUSE,  HOWEVER,  YOUR  SPOUSE  MUST  IRREVOCABLY
CONSENT TO WAIVE ANY RIGHT TO THE DEATH BENEFIT.  YOUR SPOUSE'S  CONSENT MUST BE
IN WRITING,  BE WITNESSED BY A NOTARY OR A PLAN  REPRESENTATIVE  AND ACKNOWLEDGE
THE SPECIFIC NONSPOUSE BENEFICIARY.

        If, however,

                (a)      your spouse has  validly  waived any right to the death
                         benefit in the manner outlined above,

                (b)      your spouse cannot be located; or

                (c)      you are not married at the time of your death,

then your death benefit will be paid to the  beneficiary of your own choosing in
a single lump sum. You may designate the beneficiary on a form to be supplied to
you by the Administrator. If you change your designation, your spouse must again
consent to the change.

        Regardless  of the method of  distribution  selected,  your entire death
benefit  must  generally be paid to your  beneficiaries  within five years after
your death (the "5-year rule") . However,  if your  designated  beneficiary is a
person  (instead of your estate or most  trusts) , then you or your  beneficiary
may elect to have minimum  distributions begin within one year of your death and
it may be paid over the designated  beneficiary's  life  expectancy (the "1-year
rule") . If your spouse is the  beneficiary,  then under the "1-year  rule," the
start of payments may be delayed until the year in which you would have attained
age 70 1/2. The election to have death  benefits  distributed  under the "1-year
rule"  instead of the "5-year rule" must be made no later than the time at which
minimum  distributions must commence under the "1-year rule" (or, in the case of
a surviving spouse, the "5-year rule, " if earlier)

        Since your spouse has certain  rights in the death  benefit,  you should
immediately report any change in your marital status to the Administrator.

4.      Distribution of Benefits Upon Termination of Employment

        Your Plan is designed to encourage you to stay with your Employer  until
retirement.  Payment of your account  balance under your Plan is available  upon
your death or retirement.

        If your employment terminates for reasons other than those listed above,
you will be entitled to receive  only your "vested  percentage"  of your account



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balance and the remainder of your account will be forfeited.  Only contributions
made by your  Employer  are  subject  to  forfeiture.  (See the  Section in this
Article entitled "Vesting in Your Plan.")

        If you so elect, the Administrator will direct the Trustee to distribute
your  vested  benefit to you before the date it would  normally  be  distributed
(upon your  death or  retirement)  . You must give  written  consent  before the
distribution may be made.

5.      Vesting in Your Plan

        Your  "vested  percentage"  in your  account  is  determined  under  the
following  schedule and is based on vesting  Years of Service.  You will always,
however,  be 100% vested upon your Normal  Retirement  Age.  (See the Section in
this Article entitled "Distribution of Benefits Upon Normal Retirement.")

                    Vesting Schedule
                    Years of Service                        Percentage
                    ----------------                        ----------

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

        Your  vested  benefit  will  normally  be  distributed  to you  or  your
beneficiary upon your death or retirement.

6.  Benefit Payment Method

        At the time you are entitled to receive a  distribution  under the Plan,
the  Administrator  will direct the  Trustee to pay your  benefits to you in one
lump-sum payment.

        Distribution  of your account at retirement  will be in the form of cash
or  Company  Stock  or  both  However,   you  or  your  beneficiary  may  demand
distribution  of your entire account in the form of Company  Stock.  Cash may be
paid  (1) in  lieu  of  partial  shares  of  Company  Stock,  or (2) in  certain
circumstances  where it may not be  possible  for the Plan to  purchase  Company
Stock for distribution.

        If you elect to delay the  receipt of  benefits,  there are other  rules
which generally  require  minimum  payments to begin no later than the April 1st
following  the  year  in  which  you  reach  age 70  1/2.  You  should  see  the
Administrator if you feel you may be affected by this rule.







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7.      Treatment of Distributions From Your Plan

        Whenever you receive a distribution  from your Plan, it will normally be
subject to income taxes. You may, however,  reduce,  or defer entirely,  the tax
due on your distribution through use of one of the following methods:

                (a) The rollover of all or a portion of the  distribution  to an
        Individual  Retirement Account (IRA) or another qualified employer plan.
        This will result in no tax being due until you begin  withdrawing  funds
        from the IRA or other  qualified  employer  plan.  The  rollover  of the
        distribution, however, MUST be made within strict time frames (normally,
        within 60 days after you  receive  your  distribution)  . Under  certain
        circumstances  all or a portion of a  distribution  may not  qualify for
        this rollover treatment. In addition, most distributions will be subject
        to mandatory  federal income tax withholding at a rate of 20%. This will
        reduce the amount you actually receive.  For this reason, if you wish to
        rollover  all or a  portion  of your  distribution  amount,  the  direct
        transfer  option  described in  paragraph  (b) below would be the better
        choice.

                (b)  You  may  request  for  most  distributions  that a  direct
        transfer  of all or a  portion  of your  distribution  amount be made to
        either an  Individual  Retirement  Account  (IRA) or  another  qualified
        employer  plan willing to accept the  transfer.  A direct  transfer will
        result in no tax being due  until  you  withdraw  funds  from the IRA or
        other  qualified  employer  plan.  Like  the  rollover,   under  certain
        circumstances  all or a portion of the amount to be distributed  may not
        qualify for this direct transfer, e.g., a distribution of less than $500
        will not be  eligible  for a direct  transfer.  If you elect to actually
        receive the distribution rather than request a direct transfer,  then in
        most cases 20% of the  distribution  amount will be withhe1d for federal
        income tax purposes.

                (c)  The  election  of  favorable  income  tax  treatment  under
        "10-year  forward  averaging,"  "5-year  forward  averaging"  or, if you
        qualify, "capital gains" method of taxation.

         WHENEVER YOU RECEIVE A DISTRIBUTION,  THE ADMINISTRATOR WILL DELIVER TO
YOU A MORE  DETAILED  EXPLANATION  OF THESE  OPTIONS.  HOWEVER,  THE RULES WHICH
DETERMINE WHETHER YOU QUALIFY FOR FAVORABLE TAX TREATMENT ARE VERY COMPLEX.  YOU
SHOULD CONSULT WITH QUALIFIED TAX COUNSEL BEFORE MAKING A CHOICE.

8.      Domestic Relations Order

        As a general rule, your interest in your account, including your "vested
interest,  may not be alienated.  This means that your interest may not be sold,




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used as collateral for a loan, given away or otherwise transferred. In addition,
your creditors may not attach, garnish or otherwise interfere with your account.

        There is an exception,  however, to this general rule. The Administrator
may be required by law to recognize  obligations  you incur as a result of court
ordered  child  support  or alimony  payments.  The  Administrator  must honor a
"qualified  domestic relations order." A "qualified domestic relations order" is
defined as a decree or order issued by a court that  obligates  you to pay child
support or alimony,  or otherwise allocates a portion of your assets in the Plan
to your spouse, former spouse, child or other dependent. If a qualified domestic
relations  order is  received  by the  Administrator,  all or a portion  of your
benefits may be used to satisfy the obligation. The Administrator will determine
the validity of any domestic relations order received.

9.      Pension Benefit Guaranty Corporation

        Benefits  provided by your Plan are NOT  insured by the Pension  Benefit
Guaranty  Corporation  (PBGC) under Title IV of the Employee  Retirement  Income
Security  Act of 1974  because  the  insurance  provisions  under  ERISA are not
applicable to your Plan.

                                       VI

                       INFORMATION REGARDING COMPANY STOCK

1.      Voting of Company Stock

        The Trustee of the Plan will vote all Company Stock held by it as a part
of the Plan assets,  provided that, if the trust fund acquires securities of the
Employer  amounting  to more than 10  percent  of the total  assets of the trust
fund, you or your  beneficiary  will be entitled to direct the Trustee as to the
manner in which voting  rights on shares of Company Stock which are allocated to
your account are to be exercised (I) with respect to any corporate  matter which
involves the voting of such shares with  respect to the approval or  disapproval
of any corporate merger or  consolidation,  recapitalization,  reclassification,
liquidation,  dissolution,  sale of  substantially  all  assets  of a  trade  or
business,  or such similar  transaction,  and (ii) with respect to all corporate
matters  if,  at  the  time  of  the  vote  thereon,  the  Company  Smock  is  a
"registration-type"  class of  securities.  If you do not timely  exercise  your
right to vote Company Stock, the Trustee will vote such Company Stock.

2.      Right of First Refusal

        Company Stock  distributed by the Plan to you or your beneficiary may be
subject to a right of first refusal in favor of the Employer. In other words the
Employer  must be given an  opportunity  to  purchase at the same price and same
terms as you or your beneficiary may offer to sell to a third party.




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                                       VII

                                  SERVICE RULES

1.      Year of Service

        The term "Year of Service" is used in this Summary Plan  Description and
in your Plan.

        You will have  completed a Year of Service  for vesting  purposes if you
are credited with 1000 Hours of Service during a Plan Year, even if you were not
employed on the first or last day of the Plan Year.

        You will have  completed  a Year of Service  for  purposes of sharing in
Employer  contributions  if you are credited with 1000 Hours of Service during a
Plan Year.

        For purposes of determining whether you have completed a Year of Service
where the computation period is based upon a short Plan Year, your Administrator
will notify you of the number of the Hours of Service  that are required and the
method or calculating a Year of Service.

2.      Hour of Service

        You will be credited with an Hour of Service for:

                (a)  each  hour  for  which  you  are  directly  or   indirectly
        compensated  by your Employer for the  performance  of duties during the
        Plan Year;

                (b)  each  hour  for  which  you  are  directly  or   indirectly
        compensated  by your  Employer  for reasons  other than  performance  of
        duties  (such as  vacation,  holidays,  sickness,  disability,  lay-off,
        military duty, jury duty or leave of absence during the Plan Year) ; and

                (c)  each  hour  for  back  pay  awarded  or  agreed  to by your
Employer.

         You will not be credited  for the same Hours of Service  both under (a)
or (b) , as the case may be, and under (c)

3.      1-Year Break in Service

        A 1-Year Break in Service is a computation  period during which you have
not completed more than 500 Hours of Service with your Employer.

        A 1-Year Break in Service does NOT occur,  however,  in the  computation
period in which you enter or leave the Plan for reasons of:

                (a)      an authorized leave of absence;

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                  (b) certain maternity or paternity absences.

        The  Administrator  will be required to credit you with Hours of Service
for a maternity or  paternity  absence.  These are absences  taken on account of
pregnancy,  birth,  or adoption of your child. No more than 501 Hours of Service
shall be credited for this purpose and these Hours of Service  shall be credited
solely to avoid your incurring a 1-Year Break in Service.  The Administrator may
require you to furnish  proof that your  absence  qualifies  as a  maternity  or
paternity absence.

4.      Uniformed Services Employment and Reemployment Rights Act

        If you are a veteran and are  reemployed  under the  Uniformed  Services
Employment and Reemployment  Rights Act of 1994, your qualified military service
may be considered service with the Employer. If you may be affected by this law,
ask your Administrator for further details.

                                      VIII

                          YOUR PLAN'S "TOP HEAVY RULES"

1.      Explanation of "Top Heavy Rules"

        A Plan that  primarily  benefits "key  employees" is called a "top heavy
plan." Key employees are certain owners or officers of your Employer.  A Plan is
a "top heavy plan" when more than 60% of the contributions or benefits have been
allocated to key employees.

         Each year, the  Administrator  is responsible for  determining  whether
your Plan is a "top heavy plan."

        If your Plan  becomes top heavy in any Plan Year,  then  non-key and key
employees will be entitled to certain "top heavy minimum  benefits,  " and other
special rules will apply. Among these top heavy rules are the following:

                (a) Your Employer may be required to make a contribution to your
        account  in  order to  provide  you with at  least  "top  heavy  minimum
        benefits."

                (b) Instead of the vesting schedule  outlined in the Article and
        Section in this Summary entitled  "BENEFITS UNDER YOUR PLAN:  Vesting in
        Your Plan,"  your  nonforfeitable  right to  benefits  or  contributions
        derived from Employer  contributions will be determined according to the
        following schedule:








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                              Vesting Schedule
                             Years of Service                       Percentage
                             ----------------                       ----------
                                Less than 2                             0 %
                                     2                                 20 %
                                     3                                 40 %
                                     4                                 60 %
                                     5                                 80 %
                                     6                                100 %

                (c) If you are a participant  in more than one Plan, you may not
        be entitled to "top heavy minimum benefits" under both Plans.

                                       IX

                    CLAIMS BY PARTICIPANTS AND BENEFICIARIES

        Benefits will be paid to participants  and their  beneficiaries  without
the necessity of formal claims.  You or your  beneficiaries,  however may make a
request for any Plan  benefits to which you may be  entitled.  Any such  request
must be made in writing,  and it should be made to the  Administrator.  (See the
Article in this Summary entitled "GENERAL INFORMATION ABOUT YOUR PLAN.")

        Your  request for Plan  benefits  shall be  considered  a claim for Plan
benefits,  and it will be  subject to a full and fair  review.  If your claim is
wholly or partially denied,  the  Administrator  will furnish you with a written
notice of this  denial.  This  written  notice  must be provided to you within a
reasonable period of time (generally 90 days) after the receipt of your claim by
the Administrator. The written notice must contain the following information:

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

                (b)      specific  reference to those Plan  provisions  on which
                         the denial is based;

                (c) a  description  of any  additional  information  or material
        necessary to correct your claim and an  explanation of why such material
        or information is necessary; and

                (d)  appropriate  information as to the steps to be taken if you
        or your beneficiary wishes to submit your claim for review.

        If notice of the denial of a claim is not furnished to you in accordance
with the above  within a  reasonable  period of time,  your claim will be deemed
denied.  You will then be permitted to proceed to the review stage  described in
the following paragraphs.




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<PAGE>


        If your  claim has been  denied,  and you wish to submit  your claim for
review, you must follow the Claims Review Procedure.

1.      The Claims Review Procedure

                (a) Upon the  denial of your  claim for  benefits,  you may file
        your claim for review, in writing, with the Administrator.

                (b) YOU MUST  FILE THE CLAIM  FOR  REVIEW NO LATER  THAN 60 DAYS
        AFTER YOU HAVE RECEIVED WRITTEN NOTIFICATION OF THE DENIAL OF YOUR CLAIM
        FOR BENEFITS,  OR IF NO WRITTEN  DENIAL OF YOUR CLAIM WAS  PROVIDED,  NO
        LATER THAN 60 DAYS AFTER THE DEEMED DENIAL OF YOUR CLAIM.

                (c) You may  review  all  pertinent  documents  relating  to the
        denial of your claim and submit any issues and comments,  in writing, to
        the Administrator.

                (d) Your claim for review must be given a full and fair  review.
        If your claim is denied, the Administrator must provide you with written
        notice of this denial within 60 days after the  Administrator's  receipt
        of your  written  claim for review.  There may be times when this 60 day
        period may be extended.  This extension may only be made, however, where
        there are special circumstances which are communicated to you in writing
        within the 60 day period. If there is an extension,  a decision shall be
        made as soon as possible,  but not later than 120 days after  receipt by
        the Administrator of your claim for review.

                (e) The  Administrator's  decision on your claim for review will
        be communicated to you in writing and will include  specific  references
        to the pertinent Plan provisions on which the decision was based.

                (f) If the  Administrator's  decision on review is not furnished
        to you within the time limitations  described above,  your claim will be
        deemed denied on review.

                (g) If benefits  are  provided or  administered  by an insurance
        company,  insurance  service,  or other  similar  organization  which is
        subject to regulation  under the insurance  laws,  the claims  procedure
        relating to these benefits may provide for review.  If so, that company,
        service,  or  organization  will  be the  entity  to  which  claims  are
        addressed.  If you have any  questions  regarding  the proper  person or
        entity to address claims, you should ask the Administrator.







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<PAGE>


                                        X

                            STATEMENT OF ERISA RIGHTS

1.      Explanation of Your ERISA Rights

        As a  participant  in this Plan you are  entitled to certain  rights and
protections  under the Employee  Retirement  Income  Security Act of 1974,  also
called ERISA. ERISA provides that all Plan participants are entitled to:

                (a)      examine, without charge, all Plan documents, including:

                 (1)     insurance contracts;

                 (2)     collective bargaining agreements; and

                 (3)  copies  of all  documents  filed by the Plan with the U.S.
                 Department of Labor,  such as detailed  annual reports and Plan
                 descriptions.

        This  examination  may take place at the  Administrator's  office and at
other specified employment  locations of the Employer.  (See the Article in this
Summary entitled "GENERAL INFORMATION ABOUT YOUR PLAN");

                (b)  obtain  copies  of  all  Plan   documents  and  other  Plan
        information  upon  written  request  to  the  Plan  Administrator.   The
        Administrator may make a reasonable charge for the copies;

                (c) receive a summary of the Plan's annual financial report. The
        Administrator is required by law to furnish each participant with a copy
        of this summary annual report;

                  (d) obtain a statement telling you whether you have a right to
        receive a retirement  benefit at Normal  Retirement Age and, if so, what
        your  benefits  would be at Normal  Retirement  Age if you stop  working
        under the Plan now. If you do not have a right to a retirement  benefit,
        the  statement  will  tell you how many  years you have to work to get a
        right to a  retirement  benefit.  THIS  STATEMENT  MUST BE  REQUESTED IN
        WRITING AND IS NOT REQUIRED TO BE GIVEN MORE THAN ONCE A YEAR.  The Plan
        must provide the statement free of charge.

        In addition  to creating  rights for Plan  participants,  ERISA  imposes
duties upon the people who are  responsible  for the operation of the Plan.  The
people who operate your Plan,  called  "fiduciaries" of the Plan, have a duty to
do so  prudently  and in the  interest  of you and other Plan  participants  and
beneficiaries. No one, including your employer or any other person, may fire you
or otherwise discriminate against you in any way to prevent you from obtaining a
pension benefit or exercising your rights under ERISA.


                                       15


<PAGE>


        If your  claim for a  retirement  benefit is denied in whole or in part,
you must receive a written  explanation  of the reason for the denial.  You have
the right to have the  Administrator  review and reconsider your claim. (See the
Article in this Summary entitled "CLAIMS BY PARTICIPANTS AND BENEFICIARIES.")

        Under ERISA,  there are steps you can take to enforce the above  rights.
For  instance,  if you request  materials  from the Plan and do not receive them
within 30 days, you may file suit in a federal court.  In such a case, the court
may require the Administrator to provide the materials and pay you up to $100.00
a day until you  receive  the  materials,  unless  the  materials  were not sent
because of reasons beyond the control of the Administrator.

        If you have a claim for benefits which is denied or ignored, In whole or
in part, you may file suit in a state or federal court.

        If the  Plan's  fiduciaries  misuse  the  Plan's  money,  or if you  are
discriminated  against for asserting your rights,  you may seek  assistance from
the U.S. Department of Labor, or you may file suit in a federal court. The court
will decide who should pay court costs and legal  fees.  If you are  successful,
the court may order the person you have sued to pay these costs and fees. If you
lose,  the court may order you to pay these costs and fees if, for  example,  it
finds your claim is frivolous.

        If you have any  questions  about this  statement,  or about your rights
under  ERISA,  you  should  contact  the  nearest  Regional  Office  of the U.S.
Department of Labor's Pension and Welfare Benefits Administration.

                                       XI

                     AMENDMENT AND TERMINATION OF YOUR PLAN

1.      Amendment

        Your Employer has the right to amend your Plan at any time. In no event,
however, will any amendment:

                  (a) authorize or permit any part of the Plan assets to be used
        for purposes other than the exclusive  benefit of  participants or their
        beneficiaries; or

                  (b)  cause  any  reduction  in the  amount  credited  to  your
        account.

2.      Termination

        Your  Employer  has the right to  terminate  the Plan at any time.  Upon
termination,  all amounts  credited to your accounts will become 100% vested.  A
complete  discontinuance  of  contributions  by your Employer will  constitute a
termination.


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