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EXHIBIT 10.13

                            GSB FINANCIAL CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN
                                TABLE OF CONTENTS
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PREAMBLE                                                                                                          1

ARTICLE 1 DEFINITION OF TERMS AND CONSTRUCTION

                  1.1      Definitions

                                  (a)       "Act"                                                                 2
                                  (b)       "Administrator"                                                       2
                                  (c)       "Annual Additions"                                                    2
                                  (d)       "Authorized Leave of Absence"                                         2
                                  (e)       "Bank"                                                                2
                                  (f)       "Beneficiary"                                                         2
                                  (g)       "Board of Directors"                                                  3
                                  (h)       "Break"                                                               3
                                  (i)       "Code"                                                                3
                                  (j)       "Compensation"                                                        3
                                  (k)       "Date of Hire"                                                        3
                                  (l)       "Disability"                                                          4
                                  (m)       "Disability Retirement Date"                                          3
                                  (n)       "Early Retirement Date"                                               4
                                  (o)       "Effective Date"                                                      4
                                  (p)       "Eligibility Period"                                                  4
                                  (q)       "Employee"                                                            4
                                  (r)       "Employer"                                                            4
                                  (s)       "Employer Securities"                                                 4
                                  (t)       "Entry Date"                                                          4
                                  (u)       "Exempt Loan"                                                         4
                                  (v)       "Former Participant"                                                  4
                                  (w)       "Fund"                                                                4
                                  (x)       "Hour of Service"                                                     5
                                  (y)       "Investment Adjustments"                                              5
                                  (z)       "Limitation Year"                                                     5
                                  (aa)      "Normal Retirement Date"                                              5
                                  (bb)      "Participant"                                                         5
                                  (cc)      "Plan"                                                                6
                                  (dd)      "Plan Year"                                                           6
                                  (ee)      "Qualified Domestic Relations Order"                                  6
                                  (ff)      "Retirement"                                                          6
                                  (gg)      "Service"                                                             6
                                  (hh)      "Sponsor"                                                             6



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                                  (ii)      "Trust Agreement"                                                     6
                                  (jj)      "Trustee"                                                             7
                         
                           (kk) "Valuation Date"                                                                  7
                           (ll) "Year of Service"                                                                 7
         1.2.         Plurals and Gender                                                                          7
         1.3          Incorporation of Trust Agreement                                                            7
         1.4          Headings                                                                                    7
         1.5          Severability                                                                                8
         1.6          References to Governmental Regulations                                                      8

ARTICLE II            PARTICIPATION

         2.1          Commencement of Participation                                                               9
         2.2          Termination of Participation                                                                9
         2.3          Resumption of Participation                                                                 9
         2.4          Determination of Eligibility                                                               10

ARTICLE III           CREDITED SERVICE

         3.1          Service Counted for Eligibility Purposes                                                   11
         3.2          Service Counted for Vesting Purposes                                                       11
         3.3          Credit for Pre-Break Service                                                               11
         3.4          Service Credit During Authorized Leaves                                                    11
         3.5          Service Credit During Maternity or
                      Paternity Leave                                                                            12
         3.6          Ineligible Employees                                                                       12

ARTICLE IV            CONTRIBUTIONS

         4.1          Employee Stock Ownership Contributions                                                     13
         4.2          Time and Manner of Employee Stock Ownership
                      Contributions                                                                              13
         4.3          Records of Contributions                                                                   14
         4.4          Erroneous Contributions                                                                    14

ARTICLE V ACCOUNTS, ALLOCATIONS AND INVESTMENTS

         5.1          Establishment of Separate Participant
                      Accounts                                                                                   15
         5.2          Establishment of Suspense Account                                                          15
         5.3          Allocation of Earnings, Losses and Expenses                                                16
         5.4          Allocation of Forfeitures                                                                  16
         5.5          Allocation of Annual Employee Stock
                      Ownership Contributions                                                                    16
         5.6          Limitation on Annual Additions                                                             17

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         5.7          Erroneous Allocations                                                                      20
         5.8          Value of Participant's Interest in Fund                                                    20
         5.9          Investment of Account Balances                                                             20

ARTICLE VI            RETIREMENT, DEATH AND DESIGNATION
                      OF BENEFICIARY

         6.1          Normal Retirement                                                                          21
         6.2          Early Retirement                                                                           21
         6.3          Disability Retirement                                                                      21
         6.4          Death Benefits                                                                             21
         6.5          Designation of Death Beneficiary and
                      Manner of Payment                                                                          22

ARTICLE VII           VESTING AND FORFEITURES

         7.1          Vesting on Death, Disability, Normal Retirement                                            23
         7.2          Vesting on Termination of Participation                                                    23
         7.3          Disposition of Forfeitures                                                                 23
         7.4          Full Vesting Upon Change in Control                                                        24

ARTICLE VIII EMPLOYEE STOCK OWNERSHIP PROVISIONS

         8.1          Right to Demand Employer Securities                                                        26
         8.2          Voting and Tendering of Stock                                                              26
         8.3          Nondiscrimination in Employee Stock
                      Ownership Contributions                                                                    27
         8.4          Dividends                                                                                  27
         8.5          Exempt Loans                                                                               28
         8.6          Exempt Loan Payments                                                                       29
         8.7          Put Option                                                                                 30
         8.8          Diversification Requirements                                                               30
         8.9          Independent Appraiser                                                                      31

ARTICLE IX            PAYMENTS AND DISTRIBUTIONS

         9.1          Payments on Termination of Service
                      - In General                                                                               32
         9.2          Commencement of Payments                                                                   32
         9.3          Mandatory Commencement of Benefits                                                         32
         9.4          Required Beginning Dates                                                                   35
         9.5          Form of Payment                                                                            36
         9.6          Payments Upon Termination of Plan                                                          36
         9.7          Distribution Pursuant to Qualified
                      Domestic Relations Orders                                                                  36


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         9.8          Cash-Out Distributions                                                                     36
         9.9          ESOP Distribution Rules                                                                    37
         9.10         Withholding                                                                                37
         9.11         Waiver of 30-day Notice                                                                    38


ARTICLE X             PROVISIONS RELATING TO TOP-HEAVY PLANS

         10.1         Top-Heavy Rules to Control                                                                 39
         10.2         Top-Heavy Plan Definitions                                                                 39
         10.3         Calculation of Accrued Benefits                                                            40
         10.4         Determination of Top-Heavy Status                                                          42
         10.5         Determination of Super Top-Heavy Status                                                    42
         10.6         Minimum Contribution                                                                       42
         10.7         Vesting                                                                                    43
         10.8         Maximum Benefit Limitation                                                                 44

ARTICLE XI            ADMINISTRATION

         11.1         Appointment of Administrator                                                               45
         11.2         Resignation or Removal of Administrator                                                    45
         11.3         Appointment of Successors: Terms of
                      Office, Etc.                                                                               45
         11.4         Powers and Duties of Administrator                                                         45
         11.5         Action by Administrator                                                                    46
         11.6         Participation by Administrators                                                            47
         11.7         Agents                                                                                     47
         11.8         Allocation of Duties                                                                       47
         11.9         Delegation of Duties                                                                       47
         11.10        Administrator's Action Conclusive                                                          47
         11.11        Compensation and Expenses of
                      Administrator                                                                              48
         11.12        Records and Reports                                                                        48
         11.13        Reports of Fund Open to Participants                                                       48
         11.14        Named Fiduciary                                                                            48
         11.15        Information from Employer                                                                  48
         11.16        Reservation of Rights by Employer                                                          49
         11.17        Liability and Indemnification                                                              49
         11.18        Service as Trustee and Administrator                                                       49

ARTICLE XII           CLAIMS PROCEDURE

         12.1         Notice of Denial                                                                           50
         12.2         Right to Reconsideration                                                                   50
         12.3         Review of Documents                                                                        50


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         12.4         Decision by Administrator                                                                  50
         12.5         Notice by Administrator                                                                    50

ARTICLE XIII AMENDMENTS, TERMINATION AND MERGER

         13.1         Amendments                                                                                 51
         13.2         Consolidation, Merger or Other
                      Transactions of Employer                                                                   51
         13.3         Consolidation or Merger of Trust                                                           52
         13.4         Bankruptcy or Insolvency of Employer                                                       52
         13.5         Voluntary Termination                                                                      53
         13.6         Partial Termination of Plan or Permanent
                      Discontinuance of Contributions                                                            53

ARTICLE XIV           MISCELLANEOUS

         14.1         No Diversion of Funds                                                                      54
         14.2         Liability Limited                                                                          54
         14.3         Incapacity                                                                                 54
         14.4         Spendthrift Clause                                                                         54
         14.5         Benefits Limited to Fund                                                                   55
         14.6         Cooperation of Parties                                                                     55
         14.7         Payments Due Missing Persons                                                               55
         14.8         Governing Law                                                                              55
         14.9         Nonguarantee of Employment                                                                 55
         14.10        Counsel                                                                                    56

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                                        v

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                            GSB FINANCIAL CORPORATION
                          EMPLOYEE STOCK OWNERSHIP PLAN

                                    PREAMBLE

         Effective as of the date on which the conversion of Goshen Savings Bank
from a mutual savings bank to a stock savings bank becomes effective, GSB
Financial Corporation, a Delaware corporation, (the "Sponsor"), has adopted the
GSB Financial Corporation Employee Stock Ownership Plan in order to enable
Participants to share in the growth and prosperity of the Sponsor and its wholly
owned subsidiary, Goshen Savings Bank, and to provide Participants with an
opportunity to accumulate capital for their future economic security by
accumulating funds to provide retirement, death and disability benefits. The
Plan is a stock bonus plan designed to meet the requirements of an employee
stock ownership plan as described at Section 4975(e)(7) of the Code and Section
407 (d)(6) of ERISA. The primary purpose of the employee stock ownership plan is
to invest in employer securities. The Sponsor intends that the Plan will qualify
under Sections 401(a) and 501(a) of the Code and will comply with the provisions
of ERISA. The Plan has been drafted to comply with the Tax Reform Act of 1986,
the Omnibus Budget Reconciliation Act of 1986, the Omnibus Budget Reconciliation
Act of 1987, the Technical and Miscellaneous Revenue Act of 1988, the Revenue
Reconciliation Act of 1989, and the Omnibus Budget Reconciliation Act of 1993.

         The terms of this Plan shall apply only with respect to Employees of
the Employer on and after the date on which the conversion of Goshen Savings
Bank from a mutual savings bank to a stock savings bank becomes effective.

                                        1

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                                    ARTICLE I
                      DEFINITION OF TERMS AND CONSTRUCTION

1.1      Definitions.

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

         (a) "Act" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor statute.

         (b) "Administrator" shall mean the administrative committee provided
for in Article XI.

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

                  (1)      Employer contributions;

                  (2)      Forfeitures; and

                  (3)      Voluntary contributions (if any).

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

                  (1) Service in any of the armed forces of the United States
for up to 36 months, provided that the Employee resumes Service within 90 days
after discharge, or such longer period of time during which such Employee's
employment rights are protected by law; or

                  (2) Any other absence or leave expressly approved and granted
by the Employer which does not exceed 24 months, provided that the Employee
resumes Service at or before the end of such approved leave period. In approving
such leaves of absence, the Employer shall treat all Employees on a uniform and
nondiscriminatory basis.

         (e) "Bank" shall mean Goshen Savings Bank, and any entity which
succeeds to the business of the Bank and adopts this Plan as an Employer.

         (f) "Beneficiary" shall mean such persons as may be designated by the
Participant to receive benefits after the death of the Participant, or such
persons designated by the Administrator to receive benefits after the death of
the Participant, all as provided in Section 6.5.

                                        2

<PAGE>




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

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

         (i) "Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time, or any successor statute.

         (j) "Compensation" shall mean the amount of remuneration paid to an
Employee by the Employer, after the date on which the Employee becomes a
Participant, for services rendered to the Employer during a Plan Year, including
base salary, bonuses, overtime and commissions, and any amount of compensation
contributed pursuant to a salary reduction election under Code Section 401(k)
and any amount of compensation contributed to a cafeteria plan described at
Section 125 of the Code, but excluding amounts paid by the Employer or accrued
with respect to this Plan or any other qualified or nonqualified unfunded plan
of deferred compensation or other employee welfare plan to which the Employer
contributes, payments for group insurance, medical benefits, reimbursement for
expenses, and other forms of extraordinary pay, and excluding amounts accrued
for a prior year.

         Notwithstanding the foregoing, for purposes of complying with Code
Section 415, a Participant's contributions to the 401(k) Plan and cafeteria plan
shall not be included in the Participant's compensation. Notwithstanding
anything herein to the contrary, the annual Compensation of each Participant
taken into account under the Plan for any Plan Year shall not exceed $150,000,
as adjusted from time to time in accordance with Section 415(d) of the Code. In
determining the compensation of a Participant for purposes of this limitation,
the rules of Section 414(q)(6) of the Code shall apply, except in applying such
rules, the term "family" shall include only the spouse of the Participant and
any lineal descendants of the Participant who have not attained age 19 before
the close of the year. If, as a result of such rules, the adjusted $150,000
limitation is exceeded, then (except for purposes of determining the portion of
compensation up to the integration level), the limitation shall be prorated
among the affected individuals in proportion to each such individual's
compensation as determined under this section prior to the application of this
limitation.

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

         (l) "Disability" shall mean a physical or mental impairment which
prohibits a Participant from engaging in any occupation for wages or profit and
which has caused the Social Security Administration to classify the individual
as "disabled" for purposes of Social Security.


                                        3

<PAGE>



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

         (n) "Early Retirement Date" shall mean the first day of the month
coincident with or next following the date on which a Participant attains age 55
and completes 5 Years of Service.

         (o) "Effective Date" shall mean the date on which the conversion of the
Bank from a mutual savings bank to a stock savings bank becomes effective.

         (p) "Eligibility Period" shall mean the period of 12 consecutive months
commencing on an Employee's Date of Hire. Succeeding eligibility computation
periods after the initial eligibility computation period shall be based on the
Plan Year which includes the first anniversary of an Employee's Date of Hire.

         (q) "Employee" shall mean any person employed by the Employer,
including officers but excluding directors in their capacity as such; provided,
however, that the term "Employee" shall not include any employee included in a
unit of employees covered by a collective-bargaining agreement with the Employer
that does not expressly provide for participation of such employees in this
Plan, where there has been good-faith bargaining between the Employer and the
employees' representatives on the subject of retirement benefits.

         (r) "Employer" shall mean GSB Financial Corporation, a Delaware
corporation, and its wholly owned subsidiary, Goshen Savings Bank, or any
successors to the aforesaid corporations by merger, consolidation or otherwise,
which may agree to continue this Plan, or any affiliated or subsidiary
corporation or business organization of any Employer which, with the consent of
the Sponsor, shall agree to become a party to this Plan.

         (s) "Employer Securities" shall mean the common stock issued by GSB
Financial Corporation, a Delaware corporation.

         (t) "Entry Date" shall mean each January 1 and July 1, so long as this
Plan shall remain in effect.

         (u) "Exempt Loan" shall mean a loan described at Section 4975(d)(1) of
the Code to the Trustee to purchase Employer Securities for the Plan, made or
guaranteed by a disqualified person, as defined at Section 4975(e)(2) of the
Code, including, but not limited to, a direct loan of cash, a purchase money
transaction, an assumption of an obligation of the Trustee, an unsecured
guarantee or the use of assets of such disqualified person as collateral for
such a loan.

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

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

                                        4

<PAGE>




         (x) "Hour of Service" shall mean each hour for which an Employee is
directly or indirectly paid or entitled to payment by an Employer for the
performance of duties or for reasons other than the performance of duties (such
as vacation time, holidays, sickness, disability, paid lay-offs, jury duty and
similar periods of paid nonworking time). To the extent not otherwise included,
Hours of Service shall also include each hour for which back pay, irrespective
of mitigation of damages, is either awarded or agreed to by the Employer. Hours
of working time shall be credited on the basis of actual hours worked, even
though compensated at a premium rate for overtime or other reasons. In computing
and crediting Hours of Service for an Employee under this Plan, the rules set
forth in Sections 2530.200b-2(b) and (c) of the Department of Labor Regulations
shall apply, said Sections being herein incorporated by reference. Hours of
Service shall be credited to the Plan Year or other relevant period during which
the services were performed or the nonworking time occurred, regardless of the
time when Compensation therefor may be paid. Any Employee for whom no hourly
employment records are kept by the Employer shall be credited with 190 Hours of
Service for each calendar month in which he would have been credited with a
least one Hour or Service under the foregoing provisions, if hourly records were
available. Effective January 1, 1985, for absences commencing on or after that
date, solely for purposes of determining whether a Break for participation and
vesting purposes has occurred in an Eligibility Period or Plan Year, an
individual who is absent from work for maternity or paternity reasons shall
receive credit for the Hours of Service which would otherwise have been credited
to such individual but for such absence, or in any case in which such hours
cannot be determined, 8 Hours of Service per day of such absence. For purposes
of this Section 1.1(w), an absence from work or maternity or paternity reasons
means an absence (1) by reason of the pregnancy of the individual, (2) by reason
of a birth of a child of the individual, (3) by reason of the placement of a
child with the individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a period beginning
immediately following such birth or placement. The Hours of Service credited
under this provision shall be credited (1) in the computation period in which
the absence begins if the crediting is necessary to prevent a Break in that
period, or (2) in all other cases, in the following computation period.

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

         (z) "Limitation Year" shall mean the calendar year.

         (aa) "Normal Retirement Date" shall mean the first day of the month
coincident with or next following the date on which a Participant attains age
65.

         (bb) "Participant" shall mean an Employee who has met all of the
eligibility requirements of the Plan and who is currently included in the Plan
as provided in Article II hereof.



                                        5

<PAGE>



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

         (dd) "Plan Year" shall mean any 12 consecutive month period commencing
on January 1 and ending on December 31.

         (ee) "Qualified Domestic Relations Order" shall mean any judgment,
decree or order (including approval of a property settlement agreement) that
relates to the provision of child support, alimony, marital property rights to a
spouse, former spouse, child or other dependent of the Participant (all such
persons hereinafter termed "alternate payee") and is made pursuant to a State
domestic relations law (including community property law) and, further, that
creates or recognizes the existence of an alternate payee's right to, or assigns
to an alternate payee the right to receive all or a portion of the benefits
payable with respect to a Participant and that clearly specifies the following:

         (1) the name and last known mailing address (if available) of the
Participant and the name and mailing address of each alternate payee to which
the order relates;

         (2) the amount or percentage of the Participant's benefits to be paid
to an alternate payee or the manner in which the amount is to be determined; and

         (3) the number of payments or period for which payments are required.

         A domestic relations order is not a Qualified Domestic Relations Order
if it:

         (1) requires the Plan to provide any type or form of benefit or any
option not otherwise provided under the Plan; or,

         (2) requires the Plan to provide increased benefits, or

         (3) requires payment of benefits to an alternate payee that are
required to be paid to another alternate payee under a previously existing
Qualified Domestic Relations Order.

         (ff) "Retirement" shall mean termination of employment which qualifies
as Early, Normal or Disability retirement as described in Article VI.

         (gg) "Service" shall mean employment with the Employer.

         (hh) "Sponsor" shall mean GSB Financial Corporation, a Delaware
corporation.

         (ii) "Trust Agreement" shall mean the agreement, dated June 12, 1997 by
and between GSB Financial Corporation, a Delaware corporation, and Marine
Midland Bank, a New York chartered bank.


                                        6

<PAGE>



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

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

         (ll) "Year of Service" shall mean any Plan Year during which an
Employee has completed at least 1,000 Hours of Service, except as otherwise
specified in Article III. In the determination of Years of Service for
eligibility and vesting purposes under this Plan, the term "Year of Service"
shall also mean any Plan Year during which an Employee has completed at least
1,000 Hours of Service with an entity that is:

                  (1) a member of a controlled group including the Employer,
while it is a member of such controlled group (within the meaning of Section
414(b) of the Code);

                  (2) in a group of trades or businesses under common control
with the Employer, while it is under common control within the meaning of
Section 414(c) of the Code);

                  (3) a member of an affiliated service group including the
Employer, while it is a member of such affiliated service group (within the
meaning of Section 414(m) of the Code); or

                  (4) a leasing organization, under the circumstances described
in Section 414(n) of the Code.

         1.2      Plurals and Gender.

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

         1.3      Incorporation of Trust Agreement.

         The Trust Agreement, as the same may be amended from time to time, is
intended to be and hereby is incorporated by reference into this Plan and for
all purposes shall be deemed a part of the Plan.

         1.4      Headings.

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

                                        7

<PAGE>






         1.5      Severability.

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

         1.6      References to Governmental Regulations.

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

                                        8

<PAGE>



                                   ARTICLE II
                                  PARTICIPATION

2.1      Commencement of Participation.

         (a) Any Employee who completes at least 1,000 Hours of Service during
his Eligibility Period or during any Plan Year beginning after his Date of Hire
shall initially become a Participant on the Entry Date coincident with or next
following the later of the following dates, provided he is employed by the
Employer on that Entry Date:

                  (1) (i) With respect to an Employee who completes 1,000 Hours
of Service during his initial Eligibility Period, the date which is 12 months
after his Date of Hire; and (ii) with respect to an Employee who satisfies the
1,000 Hours of Service requirement after his initial Eligibility Period, the end
of the Plan Year in which he first performs 1,000 Hours of Service; and

                  (2) The date on which he attains age 21.

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

2.2      Termination of Participation.

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

         (a)      His actual Retirement date;

         (b)      His date of death; or

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

2.3      Resumption of Participation.

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

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

         (c) Any Participant who incurs one or more Breaks and resumes Service,
but whose pre-Break Service is not reinstated to his credit pursuant to Section
3.3, shall be treated as a new

                                        9

<PAGE>



Employee and shall again be required to satisfy the eligibility requirements
contained in Section 2.1 before resuming participation on the appropriate Entry
Date, as specified in Section 2.1.

2.4      Determination of Eligibility.

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

                                       10

<PAGE>



                                   ARTICLE III

                                CREDITED SERVICE

3.1      Service Counted for Eligibility Purposes.

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

3.2      Service Counted for Vesting Purposes.

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

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

         (b) Service prior to the Effective Date of this Plan if such Service
would have been disregarded under the "break in service" rules (within the
meaning of Section 1.411(a) - 5(b) (6) of the Treasury Regulations).

3.3      Credit for Pre-Break Service.

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

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

         (b) The number of his consecutive Breaks does not equal or exceed the
greater of 5 or the number of his Years of Service credited to him before the
Breaks began.

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

3.4      Service Credit During Authorized Leaves.

         An Employee shall receive no Service credit under Section 3.1 or 3.2
during any Authorized Leave of Absence. However, solely for the purpose of
determining whether he has incurred a Break during any Plan Year in which he is
absent from Service for one or more Authorized Leaves of Absence, he shall be
credited with 45 Hours of Service for each week

                                       11

<PAGE>



during any such leave period. Notwithstanding the foregoing, if an Employee
fails to return to Service at or before the end of a leave period, he shall be
deemed to have terminated Service as of the first day of such leave period and
his credit for Hours of Service, determined under this Section 3.4, shall be
revoked. Notwithstanding anything contained herein to the contrary, an Employee
who is absent by reason of military service as set forth in Section 1.1(d)(1)
shall be given Service credit under this Plan for such military leave period to
the extent, and for all purposes, required by law.

3.5      Service Credit During Maternity or Paternity Leave.

         Effective for absences beginning on or after January 1, 1985, for
purposes of determining whether a Break has occurred for participation and
vesting purposes, an individual who is on maternity or paternity leave as
described in Section 1.1(x), shall be deemed to have completed Hours of Service
during such period of absence, all in accordance with Section 1.1(w)
Notwithstanding the foregoing, no credit shall be given for such Hours of
Service unless the individual furnishes to the Administrator such timely
information as the Administrator may reasonably require to determine:

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

         (b) the number of days for which such absence lasted.

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

3.6      Ineligible Employees.

         Notwithstanding any provisions of this Plan to the contrary, any person
who is employed by the Employer, but who is ineligible to participate in this
Plan, either because of his failure

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

         (b) To be an Employee, as defined in Section 1.1(q), shall,
nevertheless, earn Years of Service for eligibility and vesting purposes
pursuant to the rules contained in this Article III. However, such a person
shall not be entitled to receive any contributions hereunder unless and until he
becomes a Participant in this Plan, and then, only during his period of
participation.

                                       12

<PAGE>



                                   ARTICLE IV
                                  CONTRIBUTIONS

4.1      Employee Stock Ownership Contributions.

         (a) Subject to all of the provisions of this Article IV, for each Plan
Year commencing on or after the Effective Date, the Employer may make an
Employee Stock Ownership contribution to the Fund, in such amount as may be
determined by the Board of Directors in its discretion. Such contributions shall
be in the form of cash or Employer Securities. In determining the value of
Employer Securities transferred to the Fund as an Employee Stock Ownership
contribution, the Administrator may determine the average of closing prices of
such securities for a period of up to 90 consecutive days immediately preceding
the date on which the securities are contributed to the Fund. In the event that
the Employer Securities are not readily tradable on an established securities
market, the value of the Employer Securities transferred to the Fund shall be
determined by an independent appraiser in accordance with Section 8.9.

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

4.2      Time and Manner of Employee Stock Ownership Contributions.

         (a) The Employee Stock Ownership contribution (if any) for each Plan
Year shall be paid to the Trustee in one lump sum or installments at any time on
or before the expiration of the time prescribed by law (including any
extensions) for filing of the Employer's federal income tax return for its
fiscal year ending concurrent with or during such Plan Year. Any portion of an
Employee Stock Ownership contribution for each Plan Year that may be made prior
to the last day of the Plan Year shall be maintained by the Trustee in the
Employee Stock Ownership suspense account described in Section 5.2 until the
last day of such Plan Year.

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

                                       13

<PAGE>



on or before the last day of the preceding Plan Year shall be treated, for
allocation purposes, as an Employee Stock Ownership contribution to the Fund for
the Plan Year in which the contribution is paid to the Trustee.

         (c) Notwithstanding anything contained herein to the contrary, no
Employee Stock Ownership contribution shall be made for any year during which a
"limitations account" created pursuant to Section 5.6(c)(2) is in existence
until the balance of such limitations account has been reallocated in accordance
with Section 5.6(c)(2).

4.3      Records of Contributions.

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

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

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

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

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

4.4      Erroneous Contributions.

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

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

                                       14

<PAGE>



                                    ARTICLE V

                      ACCOUNTS, ALLOCATIONS AND INVESTMENTS

5.1      Establishment of Separate Participant Accounts.

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

         (a)      Employee Stock Ownership Accounts.

         The Administrator shall establish a separate Employee Stock Ownership
Account in the Fund for each Participant. The account shall be credited as of
the last day of each Plan Year with the amounts allocated to the Participant
under Sections 5.4 and 5.5. The Administrator may establish subaccounts
hereunder, an Employer Stock Account reflecting a Participant's interest in
Employer Securities held by the Trust and an Other Investments Account
reflecting the Participant's interest in his Employee Stock Ownership Account
other than Employer Securities.

         (b)      Distribution Accounts.

         In any case where distribution of a terminated Participant's vested
interest in the Plan is to be deferred, the Administrator shall establish a
separate, nonforfeitable account in the Fund to which the balance in his
Employee Stock Ownership Account in the Plan shall be transferred after such
Participant incurs a Break. Unless the Former Participant's distribution
accounts are segregated for investment purposes pursuant to section 9.4, they
shall share in Investment Adjustments.

         (c)      Other Accounts.

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

5.2      Establishment of Suspense Accounts.

         The Administrator shall establish separate accounts to be known as
"suspense accounts." There shall be credited to such appropriate suspense
accounts any Employee Stock Ownership contributions that may be made prior to
the last day of the Plan Year, as provided in Section 4.2. The suspense accounts
shall share proportionately as to time and amount in any Investment Adjustments.
As of the last day of each Plan Year, the balance of the Employee Stock
Ownership suspense account shall be added to the Employee Stock Ownership
contribution and allocated to

                                       15

<PAGE>



the Employee Stock Ownership Accounts of Participants as provided in Section
5.5, except as provided herein. In the event that the Plan takes an Exempt Loan,
the Employer Securities purchased thereby shall be allocated to a separate
Exempt Loan Suspense Account, from which allocations shall be made in accordance
with Section 8.5.

5.3      Allocation of Earnings, Losses and Expenses.

         As of each Valuation Date, any increase or decrease in the net worth of
the aggregate Employee Stock Ownership Accounts held in the Fund attributable to
earnings, losses, expenses and unrealized appreciation or depreciation in each
such aggregate Account, as determined by the Trustee pursuant to the Trust
Agreement, shall be credited to or deducted from the appropriate suspense
accounts and all Participants, Employee Stock Ownership Accounts (except
segregated distribution accounts described in Section 5.1(b) and the
"limitations account" described in Section 5.6(c)(2)) in the proportion that the
value of each such Account (determined immediately prior to such allocation and
before crediting any Employee Stock Ownership contributions and forfeitures for
the current Plan Year but after adjustment for any transfer to or from such
Accounts and for the time such funds were in such Accounts) bears to the value
of all Employee Stock Ownership Accounts.

5.4      Allocation of Forfeitures.

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

5.5      Allocation of Annual Employee Stock Ownership Contributions.

As of the last day of each Plan Year for which the Employer shall make an
Employee Stock Ownership contribution, the Administrator shall allocate the
Employee Stock Ownership contribution (including reallocable forfeitures) for
such Plan Year to the Employee Stock Ownership account of each Participant who
completed at least 1,000 Hours of Service during that Plan Year, provided that
he is still employed by the Employer on the last day of the Plan Year. Such
allocation shall be made in the same proportion that each such Participant's
Compensation for such Plan Year bears to the total Compensation of all such
Participants for such Plan Year, subject to Section 5.6. Notwithstanding the
foregoing, if a Participant attains his Normal Retirement Date and terminates
Service prior to the last day of the Plan Year but after completing 1,000 Hours
of Service, he shall be entitled to an allocation based on his Compensation
earned prior to his termination and during the Plan Year. Furthermore, if a
Participant completes 1,000 Hours of Service and is on a Leave of Absence on the
last day of the Plan Year because of pregnancy or other medical reason, such a
Participant shall be entitled to an allocation based on his Compensation earned
during such Plan Year.


                                       16

<PAGE>



5.6      Limitation on Annual Additions.

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

                  (1) 25% of the Participant's compensation for such Limitation
         Year; or

                  (2) $30,000 (or, if greater, one-fourth of the defined benefit
         dollar limitation set forth in Section 415 (b) (1) (A) of the Code).
         Whenever otherwise allowed by law, the maximum amount of $30,000 shall
         be automatically adjusted annually for cost-of-living increases in
         accordance with Section 415(d) of the Code and the highest such
         increase effective at any time during the Limitation Year shall be
         effective for the entire Limitation Year, without any amendment to this
         Plan.

         (b) Solely for the purpose of this Section 5.6, the term "compensation"
is defined as wages, salaries, and fees for professional services and other
amounts received (without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of employment with the
Employer maintaining the Plan to the extent that the amounts are includable in
gross income (including, but not limited to, commissions paid to salesmen,
compensation for services on the basis of a percentage of profits, commissions
on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or
other expense allowances under a nonaccountable plan (as described in Treas.
Regs. ss. 1.62-2(c)) and excluding the following:

                  (1) Employer contributions to a plan of deferred compensation
         which are not includible in the Employee's gross income for the taxable
         year in which contributed, or Employer contributions under a simplified
         employee pension plan to the extent such contributions are deductible
         by the Employee, or any distributions from a plan of deferred
         compensation;

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

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

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


                                       17

<PAGE>



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

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

                  (2) Any amounts which cannot be reallocated to other
         Participants in a current Limitation Year in accordance with Section
         5.6(c)(1) above because of the limitations contained in Sections 5.6(a)
         and (d) shall be credited to an account designated as the "limitations
         account" and carried forward to the next and subsequent Limitation
         Years until it can be reallocated to all Participants as set forth in
         Sections 5.4 and 5.5, as appropriate. No Investment Adjustments shall
         be allocated to this limitations account. In the next and subsequent
         Limitation Years, all amounts in the limitations account must be
         allocated in the manner described in Sections 5.4 and 5.5, as
         appropriate, before any Employee Stock Ownership contributions may be
         made to this Plan for that Limitation Year.

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

                  (4) In the event this Plan is voluntarily terminated by the
         Employer under Section 13.5, any amounts credited to the limitations
         account described in Section 5.6(c) (2) above which have not be
         reallocated as set forth herein shall be distributed to the
         Participants who are still employed by the Employer on the date of
         termination, in the proportion that each Participant's Compensation
         bears to the Compensation of all Participants.

         (d) The Annual Additions credited to a Participant's accounts for each
Limitation Year are further limited so that in the case of an Employee who is a
Participant in both this Plan and any qualified defined benefit plan
(hereinafter referred to as a "pension plan") of the Employer, the sum of (1)
and (2) below will not exceed 1.0:

                  (1) (A) The projected annual normal retirement benefit of a
         Participant under the pension plan, divided by


                                       18

<PAGE>



                           (B) The lesser of:

                           (i) The product of 1.25 multiplied by the dollar
                  limitation in effect under Section 415(b)(1)(A) of the Code
                  for such Limitation Year, or

                           (ii) The product of 1.4 multiplied by the amount of
                  compensation which may be taken into account under Section
                  415(b)(1)(B) of the Code for the Participant for such
                  Limitation Year; plus

                  (2) (A) The sum of Annual Additions credited to the
         Participant under this Plan for all Limitation Years, divided by:

                           (B) The sum of the lesser of the following amounts
         determined for such Limitation Year and for each prior year of service
         with the Employer:

                           (i) The product of 1.25 multiplied by the dollar
                  limitation in effect under Section 415(b)(1)(A) of the Code
                  for such Limitation Year, or

                           (ii) The product of 1.4 multiplied by the amount of
                  compensation which may be taken into account under Section
                  415(b)(1)(B) of the Code for the Participant for such
                  Limitation Year

         The Administrator may, in calculating the defined contribution plan
fraction described in Section 5.6(d)(2), elect to use the transitional rule
pursuant to Section 415(e)(6) of the Code, if applicable. If the sum of the
fractions produced above will exceed 1.0, even after the use of the "fresh
start" rule contained in Section 235 of the Tax Equity and Fiscal Responsibility
Act of 1982 (TEFRA), if applicable, then the same provisions as stated in
Section 5.6(c) above shall apply. If, even after the reductions provided for in
Section 5.6(c), the sum of the fractions still exceeds 1.0, then the benefits of
the Participant provided under the pension plan shall be reduced to the extent
necessary, in accordance with Treasury Regulations issued under the Code. Solely
for the purposes of this Section 5.6(d), the term "years of service" shall mean
all years of service defined by Treasury Regulations issued under Section 415 of
the Code.

         (e) In the event that the Employer is a member of (1) a controlled
group of corporations or a group of trades or businesses under common control
(as described in Section 414(b) or (c) of the Code, as modified by Section
415(h) thereof), or (2) an affiliated service group (as described in Section
414(m) of the Code), the Annual Additions credited to any Participant's accounts
in any such Limitation Year shall be further limited by reason of the existence
of all other qualified retirement plans maintained by such affiliated
corporations, other entities under common control or other members of the
affiliated service group, to the extent such reduction is required by Section
415 of the Code and the regulations promulgated thereunder. The Administrator
shall determine if any such reduction in the Annual Additions to a Participant's
accounts is required for this reason, and if so, the same provisions as stated
in 5.6(c) and (d) above shall apply.

                                       19

<PAGE>




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

5.7      Erroneous Allocations.

         No Participant shall be entitled to any Annual Additions or other
allocations to his accounts in excess of those permitted under Sections 5.3,
5.4, 5.5, and 5.6. If it is determined at any time that the Administrator and/or
Trustee have erred in accepting and allocating any contributions or forfeitures
under this Plan, or in allocating Investment Adjustments, or in excluding or
including any person as a Participant, then the Administrator, in a uniform and
nondiscriminatory manner, shall determine the manner in which such error shall
be corrected and shall promptly advise the Trustee in writing of such error and
of the method for correcting such error. The accounts of any or all Participants
may be revised, if necessary, in order to correct such error.

5.8      Value of Participant's Interest in Fund.

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

5.9      Investment of Account Balances.

         The Employee Stock Ownership Accounts shall be invested primarily in
Employer Securities. Employer Securities shall constitute at least 51% of the
assets of all Employee Stock Ownership Accounts. All sales of Employer
Securities by the Trustee attributable to the Employee Stock Ownership Accounts
of all Participants shall be charged pro rata to the Employee Stock Ownership
Accounts of all Participants.

                                       20

<PAGE>



                                   ARTICLE VI

                RETIREMENT, DEATH AND DESIGNATION OF BENEFICIARY

6.1      Normal Retirement.

         A Participant who reaches his Normal Retirement Date and who shall
retire at that time shall thereupon be entitled to retirement benefits based on
the value of his interest in the Fund, payable pursuant to the provisions of
Section 9.1. A Participant who remains in Service after his Normal Retirement
Date shall not be entitled to any retirement benefits until his actual
termination of Service thereafter (except as provided in Sections 9.3 and 9.4)
and he shall meanwhile continue to participate in this Plan.

6.2      Early Retirement.

         A Participant who reaches his Early Retirement Date may retire at such
time (or, at his election, as of the first day of any month thereafter prior to
his Normal Retirement Date) and shall thereupon be entitled to retirement
benefits based on the value of his interest in the Fund, payable pursuant to the
provisions of Section 9.1.

6.3      Disability Retirement.

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

6.4      Death Benefits.

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

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

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



                                       21

<PAGE>



6.5      Designation of Death Beneficiary and Manner of Payment.

         (a) Each Participant shall have the right to designate a Beneficiary or
Beneficiaries to receive the sum or sums to which he may be entitled upon his
death. The Participant may also designate the manner in which any death benefits
under this Plan shall be payable to his Beneficiary, provided that such
designation is in accordance with Sections 9.3 and 9.4. Such designation of
Beneficiary and manner of payment shall be in writing and delivered to the
Administrator, and shall be effective when received by the Administrator. The
Participant shall have the right to change such designation by notice in writing
to the Administrator. Such change of Beneficiary or the manner of payment shall
become effective upon its receipt by the Administrator. Any such change shall be
deemed to revoke all prior designations.

         (b) If a Participant shall fail to designate validly a Beneficiary or
if no designated Beneficiary survives the Participant, his interest in the Fund
shall be paid to the person or persons in the first of the following classes of
successive preference Beneficiaries surviving at the death of the Participant:
the Participant's (1) widow or widower, (2) children, (3) parents, and (4)
estate. The Administrator shall decide which Beneficiaries, if any, shall have
been validly designated, and its decision shall be binding and conclusive on all
persons.

         (c) Notwithstanding the foregoing, if a Participant has been married
throughout the 12 month period preceding the date of his death, the sum or sums
to which he may be entitled under this Plan upon his death shall be paid to his
spouse, unless the Participant's spouse shall have consented to the election of
another Beneficiary. Such a spousal consent shall be in writing and shall be
witnessed either by a representative of the Plan or a notary public. If it is
established to the satisfaction of the Administrator that such spousal consent
cannot be obtained because there is no spouse, because the spouse cannot be
located, or other reasons prescribed by governmental regulations, the consent of
the spouse may be waived, and the Participant may designate a Beneficiary or
Beneficiaries other than his spouse.

                                       22

<PAGE>



                                   ARTICLE VII

                             VESTING AND FORFEITURES

7.1      Vesting on Death, Disability and Normal Retirement.

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

7.2      Vesting on Termination of Participation.

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

         Years of Service Completed                  Percentage vested
         --------------------------                  -----------------

                  Less than 5                                   0%

                  5 or more                                   100%

         Any portion of the Participant's Employee Stock Ownership Account which
is not vested at the time he incurs a Break shall thereupon be forfeited and
disposed of pursuant to Section 7.3. Distribution of the vested portion of a
terminated Participant's interest in the Plan may be authorized by the
Administrator in any manner permitted under Section 9.1.

7.3      Disposition of Forfeitures.

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

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


                                       23

<PAGE>



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

7.4      Full Vesting Upon Change in Control.

         (a) Notwithstanding anything contained herein to the contrary, a
Participant's interest in the Fund shall fully vest upon the occurrence of a
Change in Control of the Bank or the Sponsor.
             For purposes of this Section 7.4, a Change in Control of the Bank 
or the Sponsor shall mean:

         (b) The occurrence of any event upon which any "person" (as such term
is used in sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "1934 Act")), other than (i) the Sponsor; (ii) a trustee or other
fiduciary holding securities under an employee benefit plan maintained for the
benefit of employees of the Bank or the Sponsor; (iii) a corporation owned,
directly or indirectly, by the stockholders of the Bank in substantially the
same proportions as their ownership of stock of the Bank; or (iv) Clifford E.
Kelsey, Jr., or any group otherwise constituting a person in which Clifford E.
Kelsey, Jr. is a member, becomes the "beneficial owner" (as defined in Rule
13d-3 promulgated under the 1934 Act), directly or indirectly, of securities
issued by the Bank or the Sponsor representing 25% or more of the combined
voting power of all of the Bank's or the Sponsor's then outstanding securities;
or

         (c) The occurrence of any event upon which the individuals who on the
date hereof are members of the Board of Directors, together with individuals
(other than any individual designated by a person who has entered into an
agreement with the Bank or the Sponsor to effect a transaction described in
paragraphs (b) or (c) of this Section 7.4) whose election by the Board of
Directors or nomination for election by the Bank's or the Sponsor's stockholders
was approved by the affirmative vote of at least two-thirds of the members of
Board of Directors then in office who were either members of the Board of
Directors on the date hereof or whose nomination or election was previously so
approved, cease for any reason to constitute a majority of the members of the
Board of Directors, but excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual or threatened
election contest relating to the election of directors of the Bank or the
Sponsor (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the 1934 Act); or

         (d) The shareholders of the Sponsor or the Bank approve either:

                  (i) a merger or consolidation of the Sponsor or the Bank with
any other corporation, other than a merger or consolidation following which the
following condition is satisfied:

                           Either (A) the members of the Board of Directors
         immediately prior to such merger or consolidation constitute at least a
         majority of the members of the governing

                                       24

<PAGE>



         body of the institution resulting from such merger or consolidation; or
         (B) the shareholders of the Bank or the Sponsor own securities of the
         institution resulting from such merger or consolidation representing
         eighty percent or more of the combined voting power of all such
         securities then outstanding in substantially the same proportions as
         their ownership of voting securities of the Bank or the Sponsor before
         such merger or consolidation; and

                  (ii) a plan of complete liquidation of the Sponsor or the Bank
or an agreement for the sale or disposition by the Sponsor or the Bank of all or
substantially all of its assets.

                  For the purposes of paragraphs (c) and (d) of this Section 7.4
only, Board of Directors shall mean the boards of directors of the Bank and of
the Sponsor, as the context requires.

                                       25

<PAGE>



                                  ARTICLE VIII

                       EMPLOYEE STOCK OWNERSHIP PROVISIONS

8.1      Right to Demand Employer Securities.

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

8.2      Voting and Tendering of Stock.

         (a) The Trustee generally shall vote all Employer Securities held under
the Plan. However, if any Employer has a registration-type class of securities
within the meaning of Section 409(e)(4) of the Code or, if a matter submitted to
the holders of Employer Securities involves a merger, consolidation,
recapitalization, reclassification, liquidation, dissolution or sale of
substantially all assets of an entity, then (i) the Employer Securities which
have been allocated to Participant Employee Stock Ownership Accounts shall be
voted by the Trustee in accordance with the Participants' written instructions,
and (ii) the Trustee shall vote any Employer Securities which have been
allocated to Participant Employee Stock Ownership Accounts but for which no
written instructions have been received and any unallocated Employer Securities
in the same proportion as allocated Employer Securities are voted by the Trustee
in accordance with Participants' written instructions. In the event no Employer
Securities have been allocated to Participant Employee Stock Ownership Accounts
at the time Employer Securities are to be voted, each Participant shall be
deemed to have one share of Employer Securities allocated to his or her Account
for the sole purposes of providing the Trustee with voting instructions.
Notwithstanding any provision hereunder to the contrary, all Employer Securities
which have been allocated to Participant Employee Stock Ownership Accounts and
for which the Trustee has received no written instructions and all unallocated
Employer Securities must be voted by the Trustee in a manner determined by the
Trustee to be solely in the interest of the Participants and Beneficiaries.
Whenever such voting rights are to be exercised, the Employer, the Administrator
and the Trustee shall see that all Participants and Beneficiaries are provided
with the same notices and other materials as are provided to other holders of
Employer Securities, and are provided with adequate opportunity to deliver their
instructions to the Trustee regarding the voting of Employer Securities

                                       26

<PAGE>



allocated to their Accounts. The instructions of the Participants with respect
to the voting of allocated shares hereunder shall be confidential.

         (b) In the event of a tender offer, Employer Securities shall be
tendered by the Trustee in the same manner set forth above with respect to the
voting of Employer Securities. Notwithstanding any provision hereunder to the
contrary, Employer Securities must be tendered by the Trustee in a manner
determined by the Trustee to be solely in the interest of the Participant and
Beneficiaries.

8.3      Nondiscrimination in Employee Stock Ownership Contributions.

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

         (a)      Was at any time a 5 percent owner of the Employer;

         (b) Received compensation from the Employer in excess of $75,000, as
adjusted under Code Section 414(q);

         (c) Received compensation from the Employer in excess of $50,000, as
adjusted under Code Section 414(q), and was in the "top-paid group" of employees
(as defined below) for such year; or

         (d) Was at any time an officer and received compensation greater than
50 percent of the amount in effect under Code Section 415(b)(1)(A), as adjusted
for cost-of-living increases permitted under Code Section 415(d)(1), but without
regard to any adjustment under Code Section 415(c)(6)(A).

An Employee shall be deemed a member of the "top-paid group" of employees for a
given Plan Year if such Employee is in the group of the top 20% of the employees
of the Employer when ranked on the basis of compensation.

8.4      Dividends.

         Dividends paid with respect to Employer Securities credited to a
Participant's Employee Stock Ownership account as of the record date for the
dividend payment may be paid in cash to the Participants, pursuant to the
directions of the Board of Directors of the Sponsor. If the Board of Directors
shall direct that the aforesaid dividends shall be paid directly to
Participants, the dividends paid with respect to such Employer Securities shall
be paid to the Plan, from which dividend distributions in cash shall be made to
the Participants with respect to the Employer

                                       27

<PAGE>



Securities in their Employee Stock Ownership Accounts within 90 days of the
close of the Plan Year in which the dividends were paid. Dividends on Employer
Securities obtained pursuant to an Exempt Loan and still held in the Suspense
Account may be used to make payments on an Exempt Loan, as described in Section
8.5.

8.5      Exempt Loans.

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

         (b) For each Plan Year during the duration of the Exempt Loan, the
number of shares of Employer Securities released from such pledge shall equal
the number of encumbered shares held immediately before release for the current
Plan Year multiplied by a fraction. The numerator of the fraction is the sum of
principal and interest paid in such Plan Year. The denominator of the fraction
is the sum of the numerator plus the principal and interest to be paid for all
future years. Such years will be determined without taking into account any
possible extension or renewal periods. If interest on any Exempt Loan is
variable, the interest to be paid in future years under the Exempt Loan shall be
computed by using the interest rate applicable as of the end of the Plan Year.


                                       28

<PAGE>



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

8.6      Exempt Loan Payments.

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

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

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

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

                  (2) Purchase any Employer Securities pledged as collateral in
         an amount necessary to provide the Trustee with sufficient funds to
         meet the principal and interest

                                       29

<PAGE>



         repayments.  Any such sale by the Plan shall meet the requirements of
         Section 408(e) of the Act; or

                  (3) Any combination of the foregoing. However, the Employer
         shall not, pursuant to the provisions of this subsection, do, fail to
         do or cause to be done any act or thing which would result in a
         disqualification of the Plan as an Employee Stock Ownership Plan under
         the Code.

         (d) Except as provided in Section 8.1 above and notwithstanding any
amendment to or termination of the Plan which causes it to cease to qualify as
an Employee Stock Ownership Plan within the meaning of Section 4975(e)(7) of the
Code, or any repayment of an Exempt Loan, no shares of Employer Securities
acquired with the proceeds of an Exempt Loan obtained by the Trust to purchase
Employer Securities may be subject to a put, call or other option, or buy-sell
or similar arrangement while such shares are held by the Plan or when such
Shares are distributed from the Plan.

8.7      Put Option.

         If a Participant exercises a put option (as set forth in Section 8.1)
with respect to Employer Securities that were distributed as part of a total
distribution pursuant to which a Participant's Employee Stock Ownership Account
is distributed to him in a single taxable year, the Employer or the Plan may
elect to pay the purchase price of the Employer Securities over a period not to
exceed 5 years. Such payments shall be made in substantially equal installments
not less frequently than annually over a period beginning not later than 30 days
after the exercise of the put option. Reasonable interest shall be paid to the
Participant with respect to the unpaid balance of the purchase price and
adequate security shall be provided with respect thereto. In the event that a
Participant exercises a put option with respect to Employer Securities that are
distributed as part of an installment distribution, the amount to be paid for
such securities shall be paid not later than 30 days after the exercise of the
put option.

8.8      Diversification Requirements

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

                                       30

<PAGE>



50 percent of his Employee Stock Ownership Account (to the extent such
percentage exceeds the amount to which a prior election under this Section 8.8
had been made). The Plan shall make available at least 3 investment options (not
inconsistent with regulations prescribed by the Department of Treasury) to each
Participant making an election hereunder. The Plan shall be deemed to have met
the requirements of this Section if the portion of the Participant's Employee
Stock Ownership Account covered by the election hereunder is distributed to the
Participant or his designated Beneficiary within 90 days after the period during
which the election may be made. In the absence of such a distribution, the
Trustee shall implement the Participant's election within 90 days following the
expiration of the qualified election period.

8.9      Independent Appraiser.

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



                                       31

<PAGE>



                                   ARTICLE IX

                           PAYMENTS AND DISTRIBUTIONS

9.1      Payments on Termination of Service - In General.

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

9.2      Commencement of Payments.

         (a) Distributions Upon Retirement or Death. Upon a Participant's
Retirement or Death, payment of benefits under this Plan shall, unless the
Participant otherwise elects (in accordance with Section 9.3), commence no later
than 6 months after the close of the Plan Year in which occurs the date of the
Participant's Retirement or death.

         (b) Distribution Following Termination of Service. Unless a Participant
elects otherwise, if a Participant terminates Service prior to Retirement or
death, he shall be accorded an opportunity to commence receipt of distributions
from his Accounts within six (6) months after the Valuation Date next following
the date of his termination of service. A Participant who terminates Service
with a deferred vested benefit shall be entitled to receive from the
Administrator a statement of his benefits. In the event that a Participant
elects not to commence receipt of distributions from his Accounts in accordance
with this Section 9.2(b), after the Participant incurs a Break, the
Administrator shall transfer his deferred vested interest to a distribution
account. If a Participant's vested Employer Account does not exceed (or at the
time of any prior distribution did not exceed) $3,500, the Plan Administrator
may distribute the vested portion of his Employer Account as soon as
administratively feasible without the consent of the Participant or his spouse.

         (c) Distribution of Accounts Greater Than $3,500. If the value of a
Participant's vested Account balance exceeds (or at the time of any prior
distribution exceeded) $3,500, and the Account balance is immediately
distributable, the Participant must consent to any distribution of such Account
balance. The Plan Administrator shall notify the Participant of the right to
defer any distribution until the Participant's Account balance is no longer
immediately distributable. The consent of the Participant shall not be required
to the extent that a distribution is required to satisfy Code ss.401(a)(9) or
Code ss.415.

9.3      Mandatory Commencement of Benefits.

         (a) Unless a Participant elects otherwise, in writing, distribution of
benefits will begin no later than the 60th day after the latest of the close of
the Plan Year in which (i) the Participant

                                       32

<PAGE>



attains age 65, (ii) occurs the tenth anniversary of the year in which the
Participant commenced participation in the Plan Year, or (iii) the Participant
terminates Service with the Employer.

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

       (i)        the life of the Participant,

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

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

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


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

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

                  (ii) For calendar years beginning after December 31, 1988, the
amount to be distributed each year, beginning with distributions for the first
distribution calendar year, shall not be less than the quotient obtained by
dividing the Participant's benefit by the lesser of (1) the applicable life
expectancy or (2) if the Participant's spouse is not the designated beneficiary,
the applicable divisor determined from the table set forth in Q&A-4 of section
1.401(a)(9)-2 of the Proposed Regulations. Distributions after the death of the
participant shall be distributed using the applicable life expectancy in
sub-section (b) (iii) above as the relevant divisor without regard to Proposed
Regulations 1.401(a)(9)-2.

                  (iii) The minimum distribution required for the Participant's
first distribution calendar year must be made on or before the Participant's
required beginning date as defined in Section 9.4. The minimum distribution for
other calendar years, including the minimum distribution for the distribution
calendar year in which the employee's required beginning date occurs, must be
made on or before December 31 of the distribution calendar year.

                                       33

<PAGE>




       (d) If a Participant dies after a distribution has commenced in
accordance with Section 8.3(b) but before his entire interest has been
distributed to him, the remaining portion of such interest shall be distributed
to his Beneficiary at least as rapidly as under the method of distribution in
effect as of the date of his death.

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

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

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

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

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

       (g) For purposes of Sections 9.3(b) and 9.3(e), any amount paid to a
child shall be treated as if it had been paid to a surviving spouse if such
amount will become payable to the

                                       34

<PAGE>



surviving spouse upon such child reaching majority (or other designated event
permitted under regulations).

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

9.4    Required Beginning Dates.

       (a) General Rule. The required beginning date of a Participant is the
first day of April of the calendar year following the calendar year in which the
Participant attains age 70-1/2.

       (b) Transitional Rules. The required beginning date of a Participant who
attains age 70-1/2 before January 1, 1988, shall be determined in accordance
with (1) or (2) below:

                  (1) Non-5-percent owners. The required beginning date of a
Participant who is not a 5-percent owner is the first day of April of the
calendar year following the calendar year in which the later of retirement or
attainment or age 70-1/2 occurs,

                  (2) 5-percent owners. The required beginning date of a
Participant who is a 5-percent owner during any year beginning after December
31, 1989, is the first day of April following the later of:

                  (i)  the calendar year in which the Participant attains age
70-1/2, or

                  (ii) the earlier of the calendar year with or within which
ends the Plan Year in which the Participant becomes a 5 percent owner, or the
calendar year in which the Participant retires.

       The required beginning date of a Participant who is not a 5-percent owner
who attains age 70-1/2 during 1988 and who has not retired as of January 1, 1989
is April 1, 1990.

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



                                       35

<PAGE>



9.5    Form of Payment.

       Each Participant's vested interest shall be distributed in a lump sum
payment. Notwithstanding the preceding sentence, but subject to Section 9.3, the
Administrator may not distribute a lump sum when the present value of a
Participant's total Account balances is in excess of $3,500 without the
Participant's consent. This form of payment shall be the normal form of
distribution. Furthermore, however, in the event that the Administrator must
commence distributions with respect to an Employee who has attained age 70-1/2
and is still employed by the Employer, if the Employee does not elect a lump sum
distribution, payments shall be made in installments in such amounts as shall
satisfy the minimum distribution rules of Section 9.3.

9.6    Payments Upon Termination of Plan.

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

9.7    Distributions Pursuant to Qualified Domestic Relations Orders.

       Upon receipt of a domestic relations order, the Administrator shall
notify promptly the Participant and any alternate payee of receipt of the order
and the Plan's procedure for determining whether the order is a Qualified
Domestic Relations Order. While the issue of whether a domestic relations order
is a Qualified Domestic Relations Order is being determined, if the benefits
would otherwise be paid, the Administrator shall segregate in a separate account
in the Plan the amounts that would be payable to the alternate payee during such
period if the order were a Qualified Domestic Relations Order. If within 18
months the order is determined to be a Qualified Domestic Relations Order, the
amounts so segregated, along with the interest or investment earnings
attributable thereto shall be paid to the alternate payee. Alternatively, if
within 18 months, it is determined that the order is not a Qualified Domestic
Relations Order or if the issue is still unresolved, the amounts segregated
under this Section 9.6, with the earnings attributable thereto, shall be paid to
the Participant or Beneficiary who would have been entitled to such amounts if
there had been no order. The determination as to whether the order is qualified
shall be applied prospectively. Thus, if the Administrator determines that the
order is a Qualified Domestic Relations Order after the 18-month period, the
Plan shall not be liable for payments to the alternative payee for the period
before the order is determined to be a Qualified Domestic Relations Order.

9.8    Cash-Out Distributions

       If a Participant receives a distribution of the entire present value of
his vested Account balances under this Plan because of the termination of his
participation in the Plan, the Plan shall

                                       36

<PAGE>



disregard a Participant's Service with respect to which such cash-out
distribution shall have been made, in computing his accrued benefit under the
Plan in the event that a Former Participant shall again become an Employee and
become eligible to participate in the Plan. Such a distribution shall be deemed
to be made on termination of participation in the Plan if it is made not later
than the close of the second Plan Year following the Plan Year in which such
termination occurs. The forfeitable portion of a Participant's accrued benefit
shall be restored upon repayment to the Plan by such former Participant of the
full amount of the cash-out distribution, provided that the former Participant
again becomes an Employee. Such repayment must be made by the Employee not later
than the end of the 5-year period beginning with the date of the distribution.
Forfeitures required to be restored by virtue of such repayment shall be
restored from the following sources in the following order of preference: (i)
current forfeitures; (ii) additional employee stock ownership contributions, as
appropriate and as subject to Section 5.6; and (iii) investment earnings of the
Fund. In the event that a Participant's interest in the Plan is totally
forfeitable, a Participant shall be deemed to have received a distribution of
zero upon his termination of Service. In the event of a return to Service within
5 years of the date of his deemed distribution, the Participant shall be deemed
to have repaid his distribution in accordance with the rules of this Section
9.8.

9.9    ESOP Distribution Rules.

       Notwithstanding any provision of this Article IX to the contrary, the
distribution of a Participant's Employee Stock Ownership Account (unless the
Participant elects otherwise in writing) shall commence as soon as
administratively feasible as of the first Valuation Date coincident with or next
following his death, disability or termination of Service, but not later than 1
year after the close of the Plan Year in which the Participant separates from
Service by reason of the attainment of his Normal Retirement Date, disability,
death or separation from Service. In addition, all distributions hereunder
shall, to the extent that the Participant's Account is invested in Employer
Securities, be made in the form of Employer Securities. Fractional shares,
however, may be distributed in the form of cash.

9.10   Withholding.

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

       (b) For purposes of this Section 9.10, an "eligible rollover
distribution" is any distribution of all or any portion of the balance to the
credit of the distributee, except that an "eligible rollover distribution" does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the distributee or the joint lives (or joint life expectancies)
of the distributee and the distributee's designated beneficiary, or for a
specified period of ten years or more; any

                                       37

<PAGE>



distribution to the extent such distribution is required under section 401(a)(9)
of the Code; and the portion of any distribution that is not includible in gross
income (determined without regard to the exclusion for net unrealized
appreciation with respect to Employer Securities).

       (c) For purposes of this Section 9.10, an "eligible retirement plan" is
an individual retirement account described in section 408(a) of the Code, an
individual retirement annuity described in section 408(b) of the Code, an
annuity plan described in section 403(a) of the Code, or a qualified trust
described in section 401(a) of the Code, that accepts the distributee's eligible
rollover distribution. However, in the case of an "eligible rollover
distribution" to the surviving spouse, an "eligible retirement plan" is an
individual retirement account or individual retirement annuity.

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

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

9.11   Waiver of 30-day Notice.

       If a distribution is one to which Sections 401(a)(11) and 417 of the Code
do not apply, such distribution may commence less than 30 days after the notice
required under section 1. 411(a)-11(c) of the Income Tax Regulations is given,
provided that: (1) the Plan Administrator clearly informs the Participant that
the Participant has a right to a period of at least 30 days after receiving the
notice to consider the decision of whether or not to elect a distribution (and,
if applicable, a particular distribution option), and (2) the Participant, after
receiving the notice, affirmatively elects a distribution.

                                       38

<PAGE>



                                    ARTICLE X

                     PROVISIONS RELATING TO TOP-HEAVY PLANS

10.1   Top-Heavy Rules to Control.

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

10.2   Top-Heavy Plan Definitions.

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

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

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

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

       (d) "Key Employee" shall mean any Employee or former Employee (or any
Beneficiary of such Employee or former Employee, as the case may be) who, at any
time during the Plan Year or during the 4 immediately preceding Plan Years is
one of the following:

                  (1) An officer of the Employer who has compensation greater
       than 50% of the amount in effect under Section 415(b)(1)(A) of the Code
       for the Plan Year; provided, however, that no more than 50 Employees (or,
       if lesser, the greater of 3 or 10% of the Employees) shall be deemed
       officers;

                  (2) One of the 10 Employees having annual compensation (as
       defined in Section 415 of the Code) in excess of the limitation in effect
       under Section 415(c)(1)(A) of the Code,

                                       39

<PAGE>



       and owning (or considered as owning, within the meaning of Section 318
       of the Code) the largest interests in the Employer;

                  (3) Any Employee owning (or considered as owning, within the
       meaning of Section 318 of the Code) more than 5% of the outstanding stock
       of the Employer or stock possessing more than 5% of the total combined
       voting power of all stock of the Employer; or

                  (4) Any Employee having annual compensation (as defined in
       Section 415 of the Code) of more than $150,000 and who would be described
       in Section 10.2(d)(3) if "1%" were substituted for 5% wherever the latter
       percentage appears.

       For purposes of applying Section 318 of the Code to the provisions of
this Section 10.2(d), Section 318(a)(2)(C) of the Code shall be applied by
substituting "5%" for "50%" wherever the latter percentage appears. In addition,
for purposes of this Section 10.2(d), the provisions of Section 414(b), (c) and
(m) of the Code shall not apply in determining ownership interests in the
Employer. However, for purposes of determining whether an individual has
compensation in excess of $150,000, or whether an individual is a Key Employee
under Section 10.2(d)(1) and (2), compensation from each entity required to be
aggregated under Sections 414(b), (c) and (m) of the Code shall be taken into
account. Notwithstanding anything contained herein to the contrary, all
determinations as to whether a person is or is not a Key Employee shall be
resolved by reference to Section 416 of the Code and any rules and regulations
promulgated thereunder.

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

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

       (g) "Required Aggregation Group" shall mean each plan (including any
terminated plan) of the Employer in which a Key Employee is (or in the case of a
terminated plan, had been) a Participant in the Plan Year containing the
Determination Date or any of the 4 preceding Plan Years, and each other plan of
the Employer which enables any plan of the Employer in which a Key Employee is a
Participant to meet the requirement of Sections 401(a)(4) and 410 of the Code.

10.3   Calculation of Accrued Benefits.

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

                  (1) with respect to this Plan or any other defined
       contribution plan (other than a defined contribution pension plan) in a
       Required Aggregation Group or a Permissive Aggregation Group, the
       Employee's account balances under the respective plan, determined

                                       40

<PAGE>



       as of the most recent plan valuation date within a 12-month period ending
       on the Determination Date, including contributions actually made after
       the valuation date but before the Determination Date (and, in the first
       plan year of a plan, also including any contributions made after the
       Determination Date which are allocated as of a date in the first plan
       year).

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

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

                  (4) If any individual has not performed services for the
       Employer maintaining the Plan at any time during the 5-year period ending
       on the Determination Date, any Accrued Benefit for such individual shall
       not be taken into account.

       (b) The Accrued Benefit of any Employee shall be further adjusted as
follows:

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

       (2) The Accrued Benefit shall be increased by the aggregate distributions
made with respect to an Employee under the plan or plans, as the case may be,
during the 5 year period ending on the Determination Date.

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

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

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


                                       41

<PAGE>



       (c) If any individual has not performed services for the Employer at any
time during the 5-year period ending on the Determination Date, any accrued
benefit for such individual (and the account of such individual) shall not be
taken into account.

10.4   Determination of Top-Heavy Status.

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

10.5   Determination of Super Top-Heavy Status.

       The Plan shall be considered to be a super top-heavy plan if, as of the
Determination Date, the Plan would meet the test specified in Section 10.4 above
for classification as a top-heavy plan, except that "90%" shall be substituted
for "60%" whenever the latter percentage appears.

10.6   Minimum Contribution.

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

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

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

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

                                       42

<PAGE>




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

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

       (c) For purposes of this Section 10.6, there shall be disregarded (1) any
Employer contributions attributable to a salary reduction or similar
arrangement, or (2) any Employer contributions to or any benefits under Chapter
21 of the Code (relating to the Federal Insurance Contributions Act), Title II
of the Social Security Act, or any other federal or state law.

       (d) For purposes of this Section 10.6, minimum contributions shall be
required to be made on behalf of only those Non-Key Employees, as described in
Section 10.7(a), who have not terminated Service as of the last day of the Plan
Year. If a Non-Key Employee is otherwise entitled to receive a minimum
contribution pursuant to this Section 10.6(d), the fact that such Non-Key
Employee failed to complete 1,000 Hours of Service or failed to make any
mandatory or elective contributions under this Plan, if any are so required,
shall not preclude him from receiving such minimum contribution.

10.7   Vesting.

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

       Years of Service Completed           Percentage Vested
       ---------------------------          ----------------- 
       Less than 1                                 0%
       1 but less than 2                          20%
       2 but less than 3                          40%
       3 but less than 4                          60%
       4 but less than 5                          80%
       5 or more                                 100%


                                       43

<PAGE>



       (b) For purposes of Section 10.7(a), the term "year of service" shall
have the same meaning as set forth in Section 1.1(kk), as modified by Section
3.2

       (c) If for any Plan Year the Plan becomes top-heavy and the vesting
schedule set forth in Section 10.7(a) becomes effective, then, even if the Plan
ceases to be top-heavy in any subsequent Plan Year, the vesting schedule set
forth in Section 10.7(a) shall remain applicable with respect to any Participant
who has completed 3 Years of Service.

10.8   Maximum Benefit Limitation.

       For any Plan Year in which the Plan is a top-heavy plan, Section
5.6(d)(1)(B)(i) and Section 5.6(d)(2)(B)(i) shall be read by substituting "1.0"
for "1.25", wherever the latter figure appears; provided, however, that such
substitution shall not have the effect of reducing any benefit accrued under a
defined benefit plan prior to the first day of the plan year in which this
Section becomes applicable.



                                       44

<PAGE>



                                   ARTICLE XI

                                 ADMINISTRATION

11.1 Appointment of Administrator.

       This Plan shall be administered by a committee consisting of up to 5
persons, whether or not Employees or Participants, who shall be appointed from
time to time by the Board of Directors to serve at its pleasure. The Sponsor may
require that each person appointed as an Administrator shall signify his
acceptance by filing an acceptance with the Sponsor. The term "Administrator" as
used in this Plan shall refer to the members of the committee, either
individually or collectively, as appropriate. In the event that the Sponsor
shall elect not to appoint any individuals to constitute a committee to
administer the Plan, the Sponsor shall serve as the Administrator hereunder.

11.2   Resignation or Removal of Administrator.

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

11.3   Appointment of Successors: Terms of Office. Etc.

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

11.4   Powers and Duties of Administrator.

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

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

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

                                       45

<PAGE>




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

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

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

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

       (g) To direct the Trustee concerning all payments which shall be made out
of the Fund pursuant to the provisions of this Plan;

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

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

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

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

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

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

11.5   Action by Administrator.

       The Administrator may elect a Chairman and Secretary from among its
members and may adopt rules for the conduct of its business. A majority of the
members then serving shall constitute a quorum for the transaction of business.
All resolutions or other action taken by the Administrator shall be by vote of a
majority of those present at such meeting and entitled to vote. Resolutions may
be adopted or other action taken without a meeting upon written consent signed

                                       46

<PAGE>



by at least a majority of the members. All documents, instruments, orders,
requests, directions, instructions and other papers shall be executed on behalf
of the Administrator by either the Chairman or the Secretary of the
Administrator, if any, or by any member or agent of the Administrator duly
authorized to act on the Administrator's behalf.

11.6   Participation by Administrators.

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

11.7   Agents.

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

11.8   Allocation of Duties.

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

11.9   Delegation of Duties.

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

11.10  Administrator's Action Conclusive.

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





                                       47

<PAGE>



11.11  Compensation and Expenses of Administrator.

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

11.12  Records and Reports.

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

11.13  Reports of Fund Open to Participants.

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

11.14  Named Fiduciary.

       The Administrator is the named fiduciary for purposes of the Act and
shall be the designated agent for receipt of service of process on behalf of the
Plan. It shall use ordinary care and diligence in the performance of its duties
under this Plan. Nothing in this Plan shall preclude the Employer from
indemnifying the Administrator for all actions under this Plan to the full
extent permitted under the Act, or from purchasing liability insurance to
protect it with respect to its duties under this Plan.

11.15  Information from Employer.

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



                                       48

<PAGE>



11.16  Reservation of Rights by Employer.

       Where rights are reserved in this Plan to the Employer, such rights shall
be exercised only by action of the Board of Directors, except where the Board of
Directors, by written resolution, delegates any such rights to one or more
officers of the Employer or to the Administrator. Subject to the rights reserved
to the Board of Directors acting on behalf of the Employer as set forth in this
Plan, no member of the Board of Directors shall have any duties or
responsibilities under this Plan, except to the extent he shall be acting in the
capacity of an Administrator or Trustee.

11.17  Liability and Indemnification.

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

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

11.18  Service as Trustee and Administrator.

       Nothing in this Plan shall prevent one or more Trustees from serving as
Administrator under this Plan.

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                                   ARTICLE XII

                                CLAIMS PROCEDURE

12.1 Notice of Denial.

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

       (a) A specific reference to pertinent Plan provisions;

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

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

12.2   Right to Reconsideration.

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

12.3   Review of Documents.

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

12.4   Decision by Administrator.

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

12.5   Notice by Administrator.

       The Administrator's decision shall be conveyed to the claimant in writing
and shall include specific reasons for the decision, written in a manner
calculated to be understood by the claimant, with specific references to the
pertinent Plan provisions on which the decision is based.

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<PAGE>



                                  ARTICLE XIII

                       AMENDMENTS, TERMINATION AND MERGER

13.1   Amendments.

       The Employer reserves the right at any time and from time to time, and
retroactively if deemed necessary or appropriate by it, to the extent
permissible under law, to amend in whole or in part any or all of the provisions
of this Plan, provided that:

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

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

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

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

       (e) No amendment that shall change any of the following types of
provisions shall be made more than once every 6 months, other than to comport
with changes in the Code, the Act or the regulations thereunder: (i) any
provision stating the amount and price of Employer Securities to be awarded to
designated officers and directors or categories of officers and directors; (ii)
any provisions specifying the timing of awards or allocations to officers and
directors; (iii) any provision setting forth a formula that determines the
amount, price and timing of allocations or awards, using objective criteria such
as earnings of the issuer, value of the Employer Securities, Years of Service,
job classification and Compensation levels.

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

13.2   Consolidation, Merger or Other Transactions of Employer.

       Nothing in this Plan shall prevent the consolidation, merger,
reorganization or liquidation of the Employer, or prevent the sale by Employer
of any or all of its property. Any successor corporation or other entity formed
and resulting from any such transaction shall have the right to become a party
to this Plan by adopting the same by resolution and by appointing a new Trustee
as though the Trustee had resigned in accordance with the Trust Agreement, and
by executing a proper supplemental agreement with the Trustee. If, within 180
days from the effective date of

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<PAGE>



such transaction, such new entity does not become a party to this Plan as above
provided, this Plan shall automatically be terminated and the Trustee shall make
payments to the persons entitled thereto in accordance with Section 9.5.

13.3   Consolidation or Merger of Trust.

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

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

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

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

13.4   Bankruptcy or Insolvency of Employer.

       In the event of (a) the Employer's legal dissolution or liquidation by
any procedure other than a consolidation or merger, (b) the Employer's
receivership, insolvency, or cessation of its business as a going concern, or
(c) the commencement of any proceeding by or against the Employer under the
federal bankruptcy laws, and similar federal or state statute, or any federal or
state statute or rule providing for the relief of debtors, compensation of
creditors, arrangement, receivership, liquidation or any similar event which is
not dismissed within 30 days, this Plan shall terminate automatically on such
date (provided, however, that if a proceeding is brought against the Employer
for reorganization under Chapter 11 of the United States Bankruptcy Code or any
similar federal or state statute, then this Plan shall terminate automatically
if and when said proceeding results in a liquidation of the Employer, or the
approval of any Plan providing therefor, or the proceeding is converted to a
case under Chapter 7 of the Bankruptcy Code or any similar conversion to a
liquidation proceeding under federal or state law including, but not limited to,
a receivership proceeding). In the event of any such termination as provided in
the foregoing sentence, the Trustee shall make payments to the persons entitled
thereto in accordance with Section 9.5 hereof.


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<PAGE>



13.5   Voluntary Termination.

       The Board of Directors reserves the right to terminate this Plan at any
time by giving to the Trustee and the Administrator notice in writing of such
desire to terminate. The Plan shall terminate upon the date of receipt of such
notice, the interests of all Participants shall become fully vested, and the
Trustee shall make payments to each Participant or Beneficiary in accordance
with Section 9.5. Alternatively, the Employer, in its discretion, may determine
to continue the Trust Agreement and to continue the maintenance of the Fund, in
which event distributions shall be made upon the contingencies and in all the
circumstances which would have been entitled such distributions on a fully
vested basis, had there been no termination of the Plan.

13.6   Partial Termination of Plan or Permanent Discontinuance of Contributions.

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


                                       53

<PAGE>



                                   ARTICLE XIV

                                  MISCELLANEOUS

14.1   No Diversion of Funds.

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

14.2   Liability Limited.

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

14.3   Incapacity.

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

14.4   Spendthrift Clause.

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

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<PAGE>




14.5   Benefits Limited to Fund.

       All contributions by the Employer to the Fund shall be voluntary, and the
Employer shall be under no legal liability to make any such contributions. The
benefits of this Plan shall be only as can be provided by the assets of the
Fund, and no liability for the payment of benefits under the Plan or for any
loss of assets due to any action or inaction of the Trustee shall be imposed
upon the Employer.

14.6   Cooperation of Parties.

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

14.7   Payments Due Missing Persons.

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

14.8   Governing Law.

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

14.9   Nonguarantee of Employment.

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

                                       55

<PAGE>



14.10  Counsel.

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

       IN WITNESS WHEREOF, the Sponsor has caused these presents to be executed
by its duly authorized officers and its corporate seal to be affixed on this
12th day of June 1997.


                                              GSB FINANCIAL CORPORATION
ATTEST:


/s/ Jenny M. Ford                                 /s/ Clifford E. Kelsey, Jr.
__________________________                     By______________________________
Jenny M. Ford,                                    Clifford E. Kelsey, Jr.,
Secretary                                         President

[Corporate Seal]


                                       56