Exhibit 10.210










                                 THE SCHWABPLAN
                     RETIREMENT SAVINGS AND INVESTMENT PLAN



           (Restated to include Amendments through December 22, 1999)








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                                 THE SCHWABPLAN
                     RETIREMENT SAVINGS AND INVESTMENT PLAN

                                Table of Contents



Section                                                              Page Number

1    Introduction and Purpose........................................         1

2    Definitions.....................................................         2

3    Participation...................................................        14

     3.1      Commencement of Participation.
     3.2      Cessation of Participation
     3.3      Readmission After Cessation of Participation
     3.4      Waiver of Participation

4    Employer Contributions..........................................        16

     4.1      Elective Contributions
     4.2      Employer Contributions
     4.3      Allocation of Matching Contributions, Profit Sharing
              Contributions and ESOP Contributions
     4.4      Timing of Employer Contributions.
     4.5      Forfeitures
     4.6      Contribution Percentage Test.
     4.7      Distribution of Excess Aggregate Contributions
     4.8      Aggregate Limit for Contribution Percentage and Actual
              Deferral Percentage.
     4.9      Profit Sharing Contributions.

5    Salary Reduction Agreements and Rollover Contributions..........        24

     5.1      Salary Reduction Agreements.
     5.2      Change or Suspension of Salary Reduction Agreements
     5.3      Actual Deferral Percentage Test.
     5.4      Amendment or Revocation of Salary Reduction Agreement
              by Committee.
     5.5      Distribution of Excess Contributions.
     5.6      Rollover Contributions.
     5.7      Trustee-to-Trustee Transfer of Assets

6    Allocation of Contributions....................................         30

     6.1      Establishment of Cash Contribution Account.
     6.2      Establishment of Subaccounts

7    Special ESOP Provisions.........................................        31

     7.1      Investment of ESOP Accounts
     7.2      Allocation to ESOP Accounts.
     7.3      Suspense Subfund for ESOP Accounts
     7.4      Disposition of Shares Released from Suspense Subfund.
     7.5      Limitations on Allocations to ESOP Accounts
     7.6      Acquisition of Shares.
     7.7      Effect of Change in Plan Sponsor's Capitalization.
     7.8      Trustee and Committee Discretion to Engage in Transactions
              in Shares.
     7.9      Valuation of ESOP Accounts.
     7.10     Role of Purchasing Agent

8    Investment of Contributions, Valuations and Participants' Cash
     Contribution Accounts...........................................        39

     8.1 Delivery of Contributions to Trust Fund
     8.2 Participants' Right to Select Investments
     8.3 Participant  Investment  Election
     8.4 Change in Investment Election for Future Contributions
     8.5 Change in Investment Election for Prior Contributions
     8.6  Valuation of Cash Contribution Accounts.

9    Retirement Dates................................................        41

     9.1      Normal Retirement Date
     9.2      Deferred Retirement Date.

10   Eligibility for Payment of  Accounts and Vested Interests.......        42

     10.1     Participants' Right to Account Upon Termination Due to
              Retirement, Death or Disability.
     10.2     Participants' Right to Account Upon Other Termination
              of Service
     10.3     Vesting Schedule for Determining Vested Interests.
     10.4     Breaks in Service.
     10.5     Participant's Right to Restoration of Account Upon
              Return to Service.
     10.6     Participant's Right to Account Upon Death After
              Termination of Service
     10.7     Amendment of Vesting Schedule.
     10.8     Distribution  Following  Attainment of Age 59-1/2 to
              Former  Participants  of The Hampton Pension Services,
              Inc. 401(k) Retirement Savings Plan

11   Method of Payment of Accounts and Withdrawals...................        46

     11.1     Methods of Payment.
     11.2     Commencement of Payment
     11.3     Special Rules For Distribution of Shares.
     11.4     Payments to Surviving Spouse or Beneficiary
     11.5     Latest Date for Commencement of Benefits.
     11.6     Redirection of Investment of ESOP Account.
     11.7     Hardship Withdrawals.
     11.8     Direct Rollovers to Another Qualified Plan or IRA.
     11.9     Certain Securities Law Restrictions
     11.10    Participant Loans.

12   Maximum Amount of Allocation....................................        58

     12.1     Section 415 Limitations
     12.2     Refund or Forfeiture of Amounts in Excess of Section
              415 Limits.

13   Voting Rights...................................................        61

     13.1     Voting and Tender or Exchange of Shares in General.
     13.2     Voting of Allocated Shares.
     13.3     Mechanics of Voting Allocated Shares
     13.4     Voting of Unallocated Shares
     13.5     Tender or Exchange of Allocated Shares
     13.6     Tender or Exchange of Unallocated Shares.
     13.7     Voting of Deceased Participant's Shares

14   Designation of Beneficiaries....................................        65

     14.1     Designation of Beneficiary
     14.2     Failure to Designate Beneficiary

15   Administration of the Plan......................................        66

     15.1     The Committee.
     15.2     The Trustee.
     15.3     Committee's Responsibility for Entering into Exempt Loans
              and Valuation of Shares
     15.4     Committee's Power to Engage Outside Experts.
     15.5     Composition of Committee.
     15.6     Actions of Committee.
     15.7     Disbursement of Plan Funds.
     15.8     Application for Benefits.
     15.9     Denied Claims for Benefits
     15.10    Indemnification.
     15.11    Agent for Service of Process.

16   Expenses........................................................        71

     16.1     Payment of Plan Expenses
     16.2     Expenses Attributable to Investment of Plan Assets and Taxes.

17   Employer Participation..........................................        72

     17.1     Adoption of Plan by Affiliated Employer
     17.2     Termination of Participation by Participating Employer
     17.3     Effect of Termination of Participation by Participating
              Employer.
     17.4     Limitations on Transfer of Plan Assets to Successor Plan
     17.5     Shares Allocated to Suspense Fund Excluded from Transfer
              of Plan Assets to Successor Plan.

18   Amendment or Termination of the Plan............................        75

     18.1     Amendment, Suspension or Termination of Plan
     18.2     Power to Retroactively Amend, Suspend or Terminate
              Plan Provisions
     18.3     Notice of Amendment, Suspension or Termination
     18.4     Effect of Termination of Plan.
     18.5     Partial Termination of Plan
     18.6     Trust for Exclusive Benefit of Participant

19   Top-Heavy Plan Requirements.....................................        78

     19.1     Top-Heavy Plan - In General
     19.2     Effect of Top-Heavy Status
     19.3     Top-Heavy Vesting Schedule.
     19.4     Definitions.
     19.5     Maintenance of Defined Benefit Plan in Addition to Plan.

20   General Limitations and Provisions..............................        84

     20.1     Exclusive Benefit of Participants and Beneficiaries
     20.2     No Rights to Continued Employment
     20.3     Trust Sole Source of Benefits.
     20.3     Trust Sole Source of Benefits.
     20.4     Risk of Decrease in Assets
     20.5     Incapacity of Participant or Beneficiary.
     20.6     Antialienation; Qualified Domestic Relations Orders
     20.7     Inability to Locate Participant or Beneficiary.
     20.8     Failure to Receive IRS Approval.
     20.9     Contributions Conditioned on Deductibility.
     20.10    Mistake of Fact
     20.11    Communications with Committee.
     20.12    Communications with Participants and Beneficiaries.
     20.13    Prior Service Credit
     20.14    Gender and Number
     20.15    Headings
     20.16    Governing Law.
     20.17    Severability of Provisions
     20.18    Heirs, Assigns and Personal Representatives
     20.19    Reliance on Data and Consents.
     20.20    Qualified Military Service.


21   Application to Puerto Rico Employees............................        93

         21.1     Modifications Applicable to Puerto Rico.


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                                 THE SCHWABPLAN
                     RETIREMENT SAVINGS AND INVESTMENT PLAN

                        as Amended through June 24, 1999


                       SECTION 1. INTRODUCTION AND PURPOSE

         1.1 The Plan Sponsor has  established  and maintains the Plan to enable
each  Participant  to benefit,  in accordance  with the terms of the Plan,  from
contributions  made by the Employer  and from any  increases in the value of the
Plan assets  through  investment of such assets.  The Plan is comprised of three
parts:  (i) a  Section  401(k)  plan,  (ii) a profit  sharing  plan and (iii) an
employee stock  ownership plan. The purpose of the employee stock ownership plan
portion  of the Plan is to align  Employees'  interests  with the  interests  of
shareholders.  It is  anticipated  that Employer  contributions  to the employee
stock  ownership  plan will be invested  primarily  or entirely in Shares of The
Charles Schwab  Corporation,  that the employee stock ownership plan may acquire
such  Shares  of The  Charles  Schwab  Corporation  from  time to time  with the
proceeds of one or more Exempt  Loans,  the repayment of which may be secured in
part by a pledge of the Shares of The Charles Schwab  Corporation  acquired with
those loan  proceeds,  and that  Employer  contributions  to the employee  stock
ownership  plan may be used in full or in  substantial  part to the  payment  of
interest on, and retirement of principal of, such Exempt Loans.
                  This  Plan  is a  restatement  of  the  SchwabPlan  Retirement
Savings and  Investment  Plan,  which was  initially  effective as of October 1,
1983. The effective date of this restatement is December 13, 1996. The rights of
any person who  terminated  employment or who retired on or before the effective
date of  this  restated  Plan  or any  provision  hereof,  including  his or her
eligibility for benefits and the time and form in which  benefits,  if any, will
be paid, shall be determined solely under the terms of the Plan provisions as in
effect on the date of his or her termination of employment or retirement, unless
such person is thereafter reemployed and again becomes a Participant. The rights
of any other person shall be determined  solely under the terms of this restated
Plan, except as may otherwise be required by law.
                  The Plan and Trust are intended to qualify as a plan and trust
which are qualified and exempt from taxation under Sections 401(a) and 501(a) of
the Code.  The Plan is intended to qualify in part as a profit  sharing plan (as
defined in Section 401(a)(27) of the Code) and in part as a stock bonus plan and
an employee stock  ownership plan (as defined by Section  4975(e)(7) of the Code
and Section  407(d)(6)  of the Act)  designed to invest  primarily  in shares of
stock of the  Employer  which meet the  requirements  for  "qualifying  employer
securities"  under Section  4975(e)(8) of the Code and Section  407(d)(5) of the
Act. All provisions of the Plan and Trust shall be construed accordingly.
                  All Trust Fund assets  acquired  under the Plan as a result of
debt  incurred  to purchase  Shares,  Employer  contributions,  income and other
additions to the Trust Fund shall be  administered,  distributed,  forfeited and
otherwise  governed by the provisions of the Plan. It is intended that the Trust
associated with the Plan be exempt from federal income taxation  pursuant to the
provisions of Section  501(a) of the Code.  Subject to the provisions of Section
16 of the Plan,  the  assets of the Plan shall be  applied  exclusively  for the
purposes of providing benefits to Participants and Beneficiaries  under the Plan
and for defraying  expenses  incurred in the  administration of the Plan and its
corresponding Trust.

                             SECTION 2. DEFINITIONS
         When used herein the following terms shall have the following meanings:
         2.1  "Account" means the account or accounts established and maintained
on behalf of a  Participant  pursuant  to (i)  Section  6.1 with  respect to the
Participant's Cash Contribution Account and (ii) Section 7.1 with respect to the
Participant's ESOP Account.
         2.2  "Act" means the Employee  Retirement  Income Security Act of 1974,
as now in effect or as hereafter amended.
         2.3  "Actual  Deferral  Percentage"  means the  average  of the  ratios
(calculated  separately  for each Employee) for each Plan Year of (a) the amount
of Elective  Contributions and Matching  Contributions or Qualified  Nonelective
Contributions (if the Committee  determines to take such Matching  Contributions
or such Qualified Nonelective Contributions into account when calculating Actual
Deferral  Percentage)  on behalf of each  Employee for the relevant Plan Year to
(b)  the   Employee's   compensation   (as   defined  in   Treasury   Regulation
1.415-2(d)(10)  or in such other manner as is prescribed under Section 414(s) of
the Code) while a Participant for the relevant Plan Year.
         2.4  "Affiliated Employer" means any corporation which is included in a
controlled  group of  corporations  (within the meaning of Section 414(b) of the
Code) which  includes the Plan  Sponsor,  any trade or business  (whether or not
incorporated)  which is under common  control with the Plan Sponsor  (within the
meaning of Section 414(c) of the Code),  any  organization  included in the same
affiliated  service group (within the meaning of Section  414(m) of the Code) as
the Plan Sponsor and any other entity  required to be  aggregated  with the Plan
Sponsor  pursuant to the  Regulations  under Section 414(o) of the Code;  except
that for purposes of applying the  provisions of Sections 12 and 19 with respect
to the limitations on contributions, Section 415(h) of the Code shall apply.
         2.5  "Beneficiary"  means  the beneficiary or beneficiaries  designated
by a Participant  pursuant to Section 14 to receive the amount,  if any, payable
under the Plan upon the death of such Participant.
         2.6  "Board  of  Directors"  means  the board  of  directors of Charles
Schwab & Co., Inc.
         2.7  "Break  in  Service"  means  a  Plan  Year  (or  for  purposes  of
determining  membership  in the Plan  pursuant  to  Section  3, the  Computation
Period)  during which an  individual  has not  completed  more than 500 Hours of
Service,  as determined by the Committee in accordance with the  Regulations.  A
Break in Service shall be deemed to have  commenced on the first day of the Plan
Year in which it occurs.  Solely for purposes of determining  whether a Break in
Service has occurred,  an individual shall be credited with the Hours of Service
which such  individual  would have  completed  but for a maternity  or paternity
absence,  as determined by the Committee in accordance with this Section 2.7 and
the Code and Regulations;  provided, however, that the total Hours of Service so
credited  shall not exceed 501 Hours of Service  and that the  individual  shall
timely provide the Committee with such information as it shall require. Hours of
Service credited for a maternity or paternity absence shall be credited at eight
Hours of Service per day and shall be credited  entirely (i) in the Plan Year or
Computation  Period in which the  absence  began if such  Hours of  Service  are
necessary  to  prevent  a Break in  Service  in such Plan  Year,  or (ii) in the
following  Plan Year or  Computation  Period.  For purposes of this Section 2.7,
maternity or paternity  absence shall mean an absence from work by reason of the
individual's pregnancy,  the birth of the individual's child or the placement of
a child with the  individual  in  connection  with adoption of the child by such
individual,  or for  purposes  of caring for a child for the period  immediately
following such birth or adoption.
         2.8  "Cash  Contribution   Account"  means   the  account  or  accounts
established  and  maintained on behalf of a Participant  pursuant to Section 6.1
with   respect   to   the   Participant's   Elective   Contributions,   Matching
Contributions, Profit Sharing Contributions, Qualified Nonelective Contributions
or Rollover Contributions.
         2.9  "Code" means the Internal Revenue Code of 1986,  as now in  effect
or as  hereafter  amended.  All  citations  to  sections of the Code are to such
sections as they may from time to time be amended or renumbered.
         2.10 "Committee"  means  the  Administrative  Committee of the Employer
provided for in Section 15. For  purposes of the Act, the Employer  shall be the
"named  fiduciary"  (with  respect  to  the  matters  for  which  it  is  hereby
responsible  under the Plan) of the Plan,  and the  Employer  shall be the "plan
administrator" of the Plan within the meaning of Section 3(16)(A) of the Act.
         2.11 "Compensation"  means a Participant's W-2 compensation  related to
services rendered to the Employer,  excluding (i) living allowances, (ii) travel
or commuting  allowances,  (iii)  reimbursements  for financial  planning,  (iv)
amounts that are paid as a result of participation  in the Employer's  Long-Term
Incentive Plan, (v) employee  referral  awards,  (vi) special  incentive  awards
(other  than  regular  bonus  programs),  (vii)  reimbursements  for  relocation
expenses,  (viii) commissions (other than "dual commissions",  commissions based
on  trading  results  that  are  paid to  traders  who  are  also  salaried  and
commissions where the  Participant's  only form of remuneration is commissions),
(ix) income items  attributable to the taxable portion of employee  benefits and
any cash  payments  made as a result of an  Employee's  election  not to receive
insured  benefits  pursuant to the  Company's  Pre-Tax  Contribution  Plan,  (x)
amounts paid as short term disability benefits, (xi) any income items reflecting
grants in aid, and (xii)  compensation in excess of $150,000  (adjusted for cost
of  living  to the  extent  permitted  by  Section  401(a)(17)  of the  Code and
Regulations).  For purposes of determining the whole  percentage of Compensation
for which a Participant may make a Salary Reduction  Agreement,  and not for any
other  purposes,  subparagraph  (ix) hereof shall be  disregarded.  Compensation
shall be  determined  prior to reduction for (i) any  contributions  pursuant to
such Participant's election under Section 5.1, (ii) any contributions made by an
Employer on behalf of the Participant in the Plan Year pursuant to a Participant
salary reduction  election that are not includable in the  Participant's  income
under Section 125 of the Code, and (iii) any  contributions  made by an Employer
on behalf of the  Participant in the Plan Year pursuant to a Participant  salary
reduction  election that are not  includable in the  Participant's  income under
Section 132(a)(5) of the Code.
         2.12 "Computation Period" means a 12 consecutive month period beginning
on the day an individual  first performs an Hour of Service or first performs an
Hour of Service following a Break in Service. Thereafter, the Computation Period
shall be the Plan  Year,  commencing  with the Plan Year that  includes  the day
immediately following the last day of the Computation Period determined pursuant
to the first sentence hereof.
         2.13 "Contribution   Percentage"  means   the  average  of  the  ratios
(calculated  separately  for each  Participant  for each  Plan  Year) of  (a)(i)
Matching Contributions,  if any, made by the Employer on behalf of a Participant
and (ii) Elective  Contributions,  (if the Committee elects to take into account
Elective Contributions when calculating the Contribution  Percentage) to (b) the
Employee's compensation (as defined in Section 1.415-2(d)(10) of the Regulations
or in such other manner as is prescribed under Section 414(s) of the Code) while
a Participant for the relevant Plan Year.
         2.14 "Deferred  Retirement  Date"  shall  have the meaning set forth in
Section 9.2.
         2.15 "Disability"  means  the  inability  to engage in any  substantial
gainful  activity   considering  the  Participant's   age,  education  and  work
experience by reason of any medically  determined  physical or mental impairment
that has continued without  interruption for a period of at least six months and
that can be expected  to be of long,  continued  and  indefinite  duration.  The
determination  of the  Committee  as to whether a  Participant  has a Disability
shall be final, binding and conclusive.
         2.16 "Effective Date" means October 1, 1983.
         2.17 "Elective  Contributions"  means  contributions  made to the Trust
Fund  pursuant  to a  Participant's  Salary  Reduction  Agreement  entered  into
pursuant to Section 5.1, and which are  considered  tax deferred  under  Section
401(k) of the Code.
         2.18 "Elective  Contribution  Subaccount" means the account established
and  maintained  on behalf of a  Participant  pursuant  to Section  6.2(a)  with
respect  to  his  or  her  Elective   Contributions  and  Qualified  Nonelective
Contributions.
         2.19 "Employee"  means  any  "regular  employee" of the Employer who is
paid  through  United  States  payroll and for whom the  Employer is required to
withhold United States Federal employment taxes excluding (i) any person covered
by any other pension, profit sharing or retirement plan to which any Employer or
Affiliated  Employer is required to contribute  either  directly or  indirectly,
(ii) any nonresident  alien individual who received no earned income (within the
meaning of Section  911(d)(2)) from the Employer which  constitutes  income from
sources within the United  States,  (iii) any employee who is included in a unit
of employees covered by a negotiated  collective bargaining agreement which does
not provide  for his or her  membership  in the Plan,  (iv) any  individual  who
provides  services  to  the  Employer  pursuant  to  an  independent  contractor
agreement, irrespective of whether such individual is subsequently retroactively
reclassified  as a common law  employee  for periods  during  which the Employer
originally classified such individual as an independent contractor,  and (v) any
individual  who  provides  services to the  Employer  pursuant  to an  agreement
between the Employer and a temporary  agency or other  leasing  organization.  A
director of the Employer is not eligible for  membership in the Plan unless such
director is also an Employee.  A leased employee  (within the meaning of Section
414(n)  of the Code) is not  eligible  for  membership  in the Plan  unless  the
Employer designates such individual as eligible for membership in the Plan.
         2.20 "Employer" means Charles Schwab & Co., Inc. and any  Participating
Employer which  adopts this Plan  subject  to  the  approval  of  the  Board  of
Directors.
         2.21 "ESOP  Account"  means the account  established  and maintained on
behalf of a Participant  pursuant to Section 7.1 with respect to his or her ESOP
Contributions.
         2.22 "ESOP  Contributions"  means the Employer  contributions,  if any,
made to the Plan on behalf of a Participant pursuant to Section 4.2(c).
         2.23 "ESOP Entry Date" means the first day of each calendar month.
         2.24 "Exempt  Loan" means any loan to the Plan or Trust not  prohibited
by Section 4975(c) of the Code and Section 406 of the Act because the loan meets
the requirements set forth in Section  4975(d)(3) of the Code, Section 408(b)(3)
of the Act and the  Regulations  promulgated  thereunder,  the proceeds of which
loan are used within a reasonable  time after receipt by the Trust Fund only for
any or all of the following  purposes:  (a) to acquire Shares;  (b) to repay the
same Exempt Loan; or (c) to repay any previous Exempt Loan.
         2.25 "Highly Compensated Participant" means any Participant who, during
the relevant period, is treated as a highly  compensated  employee under Section
414(q) of the Code.  For  purposes  of  determining  which  Employee is a Highly
Compensated Participant,  the look-back determination shall be made on the basis
of the  calendar  year.  The Plan shall comply with the  procedures  of Treasury
Regulation  1.401(k)-1(f) to the extent applicable.  For purposes of determining
which Employee is a Highly Compensated Participant:
              (a)  Highly  Compensated  Participant   means  a  Participant  who
performs Services during the determination  year and is described in one or more
of the following groups:
                   (1)  An Employee who is a five percent (5%) owner, as defined
in Section 416(i)(1) of the Code, at any time during the  determination  year or
the look-back year.
                   (2)  An Employee who: (a) had  compensation from the Employer
in excess of $80,000  (indexed as referenced  in Section  414(q)(1) of the Code)
during the look-back year and (b) if the Employer elects the application of this
Subsection  2.25(A)(2)  for  such  look-back  year,  such  Employee  was  in the
"top-paid group" for the look-back year.
              (b)  For purposes of this Section:
                   (1)  The  determination  year  is the Plan Year for which the
determination of who is a Highly Compensated Participant is being made.
                   (2)  The look-back year  is the calendar   year  ending  with
or  within  the determination year.
                   (3)  The "top-paid group" consists of the top twenty  percent
(20%) of  Employees  ranked on the basis of  compensation  received  during  the
look-back  year.  For  purposes of  determining  the number of  Employees in the
top-paid  group,  Employees  described in Section  414(q)(5) of the Code and the
Regulations promulgated thereunder are excluded.
                   (4)  For   purposes   of   this   Section   2.25,   the  term
"compensation" means compensation as defined in Section 414(q)(4) of the Code.
                   (5)  Employers  aggregated  under Section  414(b),  (c), (m),
or (o) of the Code are treated as a single employer.
                   (6)  Highly   Compensated   Participants   include  a  former
Employee who had a separation year prior to the determination year and who was a
Highly  Compensated  Participant for either (A) the determination  year in which
the Employee  separated from Service or (B) any determination  year ending on or
after the Employee's  55th  birthday.  With respect to an Employee who separated
from Service  before  January 1, 1987,  an Employee will be included as a Highly
Compensated  Participant  only if the  Employee was a five percent (5%) owner or
received  Compensation in excess of $50,000 during (1) the determination year in
which the Employee separated from Service (or the year preceding such separation
year) or (2) any year ending on or after such  Employee's  55th birthday (or the
last year ending before such Employee's 55th birthday).
         2.26 "Hours of Service" means hours during the  applicable  Computation
Period in which an  individual  performs  Service or is  treated  as  performing
Service and, except in the case of military  service or as otherwise  determined
by the Committee,  for which the Participant is directly or indirectly  entitled
to payment.  Hours of Service  shall be credited  for the  applicable  period in
which  such  Hours  of  Service  accrue  in  accordance  with  Labor  Department
Regulation 29 CFR ss. 2530.200b-2(c), which regulation is incorporated herein by
reference; provided that Hours of Service for reasons other than the performance
of duties shall be credited in accordance  with Labor  Department  Regulation 29
CFR ss. 2530.200b-2(b), which regulation is incorporated herein by reference.
              The  term  "Service"  includes  performance of  duties (or periods
which are  treated as the  performance  of duties)  for the  Employer or for any
Affiliated  Employer  (under  rules  determined  by  the  Committee,   uniformly
applicable to all  individuals  similarly  situated and in  accordance  with the
Regulations)  for  which  an  individual  is  entitled  to  receive  credit  for
"Service", including (i) vacation, (ii) holiday, (iii) absence authorized by the
Employer for sickness or incapacity  (including disability or leave of absence),
(iv) layoff,  (v) jury duty,  (vi) if and to the extent required by the Military
Selective Service Act, as amended or any other federal law, service in the Armed
Forces of the United  States and (vii) an approved  leave of absence  granted by
the Employer to an  individual on or after August 5, 1993 pursuant to the Family
Medical Leave Act, but only if such individual  returns to work for the Employer
at the end of such approved  leave.  Service also  includes  periods of time for
which back pay,  irrespective of mitigation of damages,  is awarded or agreed to
by the  Employer  or any  Affiliated  Employer;  provided  that  such  award  or
agreement is not already  credited as Service  under either of the preceding two
sentences.  Service  shall also include (i) Service with any entity formed under
the laws of a foreign  jurisdiction  if such entity  would have  constituted  an
Affiliated  Employer  had such entity  been formed  under the laws of the United
States,  and (ii) any period of a Participant's  prior employment with any other
organization  upon such terms and  conditions  as the  Committee may approve and
subject to any required IRS approval.  Notwithstanding the foregoing,  (i) Hours
of Service  credited with respect to an  individual's  service with  BankAmerica
Corporation or a related corporation between January 11, 1983 and March 31, 1987
shall be considered Service only if such individual was employed by the Employer
prior to November 24, 1993,  (ii) Hours of Service  credited  with respect to an
individual's service with BankAmerica Corporation or a related corporation prior
to January 11, 1983 shall be considered Service, but only if such individual was
employed by the Employer prior to April 1, 1987, (iii) Hours of Service credited
with  respect to service  with Mayer &  Schweitzer,  Inc.  prior to July 1, 1991
shall be considered  Service,  and (iv) Service  shall include  service with The
Rose Company prior to April 1, 1989, service with Performance Technologies, Inc.
prior to August 31, 1994,  service with TrustMark,  Inc. prior to July 31, 1995,
and service with Hampton Pension Services, Inc. prior to November 6, 1995.
         2.27 "IRS" means the United States Internal Revenue Service.
         2.28 "Labor Department" means the United States Department of Labor.
         2.29 "Matching  Contribution" means any Employer contribution,  if any,
made to the Plan on behalf of a Participant pursuant to Section 4.2(a).
         2.30 "Matching  Contribution  Subaccount" means the account established
and  maintained  on behalf of a  Participant  pursuant  to Section  6.2(b)  with
respect to the Participant's Matching Contributions.
         2.31 "Normal  Retirement  Date"  shall  have the  meaning  set forth in
Section 9.1.
         2.32 "Participant" means any Employee who has satisfied the eligibility
requirements of Section 3 below.
         2.33 "Participating  Employer" means  Charles Schwab & Co., Inc. or any
other Affiliated  Employer,  the board of directors or equivalent governing body
of which shall adopt the Plan and Trust Agreement by appropriate action with the
written  consent of the Board of  Directors.  By its  adoption  of this Plan,  a
Participating  Employer  shall be deemed to appoint  Charles Schwab & Co., Inc.,
the Committee and the Trustee its exclusive  agent to exercise on its behalf all
of the power  and  authority  conferred  by this  Plan  upon the  Employer.  The
authority of Charles Schwab & Co., Inc., the Committee and the Trustee to act as
such agent shall continue  until the Plan is terminated as to the  Participating
Employer and the relevant Trust Fund assets have been distributed by the Trustee
as provided in Section 17 of this Plan.
         2.34 "Plan" means this  SchwabPlan  Retirement  Savings and  Investment
Plan as the same is stated herein and as it may be amended from time to time.
         2.35 "Plan Sponsor" means The Charles Schwab Corporation.
         2.36 "Plan Year" means the calendar year.
         2.37 "Profit Sharing Contribution" means the Employer contribution,  if
any, made to the Plan on behalf of a Participant pursuant to Section 4.2(b)(ii).
         2.38 "Profit  Sharing  Subaccount"  means the account  established  and
maintained on behalf of a Participant pursuant to Section 6.2(c) with respect to
the Participant's Profit Sharing Contributions.
         2.39 "Purchasing  Agent"  means the agent  designated by the Trustee to
enter into certain transactions with respect to Shares hereunder.
         2.40 "Qualified   Nonelective   Contribution"   means   the    Employer
contribution,  if any, made to the Plan on behalf of a  Participant  pursuant to
Section 4.2(b)(i).
         2.41 "Regulations"  means  the applicable  regulations issued under the
Code or the Act by the IRS,  the  Labor  Department  or any  other  governmental
authority and any temporary  rules or releases  promulgated by such  authorities
pending the issuance of such regulations.
         2.42 "Restated Effective Date" shall mean January 1, 1994.
         2.43 "Retirement  Date"  means  the  Participant's  Normal or  Deferred
Retirement Date which has become effective pursuant to Section 9 below.
         2.44 "Rollover Subaccount" means the account established and maintained
on behalf of a  Participant  pursuant  to  Section  6.2(d)  with  respect to the
Participant's Rollover Contributions.
         2.45 "Rollover Contribution" means any contribution made by an Employee
pursuant to Section 5.6.
         2.46 "Salary   Reduction   Agreement"  means  an  agreement  between  a
Participant and the Employer entered into pursuant to Section 5.1.
         2.47 "Shares"  means (i) with respect to Plan assets  acquired with the
proceeds  of an Exempt  Loan,  the common  stock  issued by The  Charles  Schwab
Corporation or any successor  corporation  thereto  meeting the  requirements of
both  Section  4975(e)(8)  of the  Code  and  Section  407(d)(5)  of the Act for
"qualifying  employer  securities,"  and (ii) with  respect to Plan assets other
than those  acquired  with the proceeds of an Exempt  Loan,  stock issued by The
Charles Schwab Corporation or any successor  corporation  thereto,  of any type,
kind or class  meeting  the  requirements  of Section  407(d)(5)  of the Act for
"qualifying  employer  securities".  All valuations of Shares, where such Shares
are not readily  tradable  on an  established  securities  market and where such
valuations relate to activities  carried on by the Plan, shall be made by one or
more   independent   appraisers   retained  by  the  Committee,   who  meet  the
requirements,  if any,  of the Code and  Regulations.  To the  extent and in the
manner required by the Code and Regulations, all independent appraisers, if any,
making  appraisals  pursuant to the foregoing  sentence shall be registered with
the IRS.
         2.48 "Surviving  Spouse"  means the survivor of a  Participant  to whom
such Participant was legally married on the date of the Participant's death.
         2.49 "Suspense  Subfund"  means the subfund  established  under Section
7.3.
         2.50 "Taxable  Compensation"  means  the W-2  compensation  paid  to an
individual for Service during any period under consideration.
         2.51 "Taxable Year" means the calendar year.
         2.52 "Total  Break  in  Service"  means  a   period  of  five  or  more
consecutive  Computation  Periods  in  which a  Participant  incurs  a Break  in
Service,  with respect to a Participant who did not have a nonforfeitable  right
to any portion of his or her Profit Sharing  Subaccount or ESOP Account prior to
the beginning of the first such Computation Period.
         2.53 "Trustee"  means the Trustee  selected by the Employer to hold the
funds  contributed  by the  Employer to provide  benefits  under the Plan or any
successor or substitute.
         2.54 "Trust  Agreement"  means the  SchwabPlan  Retirement  Savings and
Investment  Plan Trust  Agreement,  as it may from time to time be amended,  and
such additional and successor trust agreements as may be executed.
         2.55 "Trust  Fund"  means  the funds  held by the  Trustee  from  which
payments to the Trustee are made to provide benefits under the Plan.
         2.56 "Valuation  Date"  means  the last day  of each  Plan Year or such
interim periods as the Committee may designate from time to time.
         2.57 "Vested  Interest"  means the portion of a  Participant's  Account
which has become nonforfeitable pursuant to Section 10.3 below.
         2.58 "Year of Eligibility  Service"  means a Computation  Period during
which an Employee completes at least 1,000 Hours of Service.
         2.59 "Year of  Service"  means a  Computation  Period  during  which an
individual   completed  at  least  1,000  Hours  of  Service  or  satisfied  any
alternative  requirement,  as determined  by the Committee  from time to time in
accordance with the Regulations.


<PAGE>

                            SECTION 3. PARTICIPATION

         3.1  Commencement of Participation.
              (a)  An Employee who is a Participant as of  the  date immediately
preceding the Restated  Effective Date shall continue to be a Participant of the
Plan as of the Restated Effective Date.
              (b)  An  Employee  who  is  not  a  Participant  on  the  Restated
Effective  Date and who (A) is in Service on the Restated  Effective Date or (B)
commences  Service on or after the Restated  Effective Date shall be eligible to
become a Participant of the Plan for purposes of:
                   (i)  Elective  Contributions,   Matching   Contributions  and
Qualified  Nonelective  Contributions  on the  first  day of  the  fourth  month
following  his or her  commencement  of Service  (or, in the case of an Employee
whose service  commences on the first day of a month, the first day of the third
month following his or her commencement of Service),  provided that the Employee
completes at least one Hour of Service in each such month; and
                   (ii) Profit  Sharing  Contributions and ESOP Contributions on
the first ESOP Entry Date coincident with or next following the date on which he
or she  completes a Year of  Eligibility  Service.
              (c)  An  Employee  who is eligible  to become a  Participant,  but
declines to  participate  in the Plan,  may become a Participant at any time, as
soon as administratively feasible following a request to participate.
              (d)  An  Employee  who  satisfies   the  requirements  of  Section
3.1(b)ii)  for  participation  but  who  terminates  Service prior to becoming a
Participant  in the Plan and  subsequently  becomes an  Employee  again prior to
incurring  a Break in  Service  will  become a  Participant  in the Plan for all
purposes as of the first day on which such individual again becomes an Employee.
         3.2  Cessation  of  Participation.  A  Participant  shall cease to be a
Participant  upon the earliest to occur of (i) the  Participant's  retirement on
his or her Retirement Date, (ii) the Participant's  death or Disability or (iii)
the  Participant's  termination of Service prior to his or her  Retirement  Date
followed by a Break in Service. A Participant who, without any Break in Service,
ceases to be an Employee  for any reason,  shall not cease to be a  Participant,
provided that,  notwithstanding  any other  provision of the Plan, and except as
provided in Section 4.3, no  contribution  shall be made for the benefit of such
Participant,  no  contributions  under  the Plan  shall be  allocated,  added or
otherwise  credited to the Account of such  Participant,  and no  contributions,
forfeitures or Shares released from a Suspense Subfund shall be allocated, added
or otherwise credited to the Account of such Participant on or after the date on
which such Participant  ceases to be an Employee and before the first day of the
Plan  Year  coincident  with or  preceding  the  date,  if any,  on  which  such
Participant again resumes Service as an Employee.
         3.3 Readmission After Cessation of Participation. A Participant who has
incurred a Total Break in Service and  subsequently  returns to Service shall be
treated as a new Employee for all  purposes of the Plan.  In all other cases,  a
former  Participant  who returns to Service  following a Break in Service  shall
again  become a  Participant  as of the first date of such former  Participant's
return  to  Service,  except  that if such  former  Participant  is not  then an
Employee,  such former  Participant  shall again become a Participant  as of the
first day on which such former Participant again becomes an Employee.
         3.4  Waiver of  Participation.  An  individual  who has  satisfied  the
requirements for  participation  set forth in Section 3.1 may permanently  waive
participation in the Plan, but only if such individual is on temporary  transfer
of employment to a  Participating  Employer from an Affiliated  Employer that is
not a Participating Employer.


<PAGE>
                       SECTION 4. EMPLOYER CONTRIBUTIONS

         4.1  Elective  Contributions.   The  Employer  shall,  subject  to  the
limitations  of  Sections 5 and 12,  contribute  to the Trust Fund for each Plan
Year on behalf of all  Participants  the total amount of Elective  Contributions
designated  to be  contributed  pursuant to Salary  Reduction  Agreements  under
Section  5.1.  Such  contributions  shall be paid in cash by the Employer to the
Trustee as soon as practicable, but in no event later than 90 days from the date
on which such amounts  otherwise  would have been payable to the  Participant in
cash.
         4.2  Employer Contributions.
              (a) Subject to the limitations of Section  12, the  Employer shall
contribute   Matching   Contributions  to  the  Trust  Fund  on  behalf  of  all
Participants  for  whom  Elective  Contributions  have  been  made  equal  to  a
percentage of such Elective  Contributions  made for each such Participant.  The
percentage (and, if desired, a maximum dollar amount) of Matching  Contributions
shall be determined from time to time by the Board of Directors and communicated
to the Participants.
              (b)  Subject to the limitations of Section 12, for any Plan  Year,
the  Board  of  Directors  may  designate  (i) a  percentage  of  the  aggregate
Compensation  of all  Participants or a fixed dollar amount to be contributed to
the  Plan  as  Qualified   Nonelective   Contributions   on  behalf  of  certain
Participants who are not Highly Compensated  Participants and may designate (ii)
a percentage of the aggregate Compensation of all Participants or a fixed dollar
amount to be contributed to the Plan as Profit Sharing  Contributions  on behalf
of all Employees who are or would be Participants  but for their election not to
make Elective Contributions.  Provided, however, that effective as of January 1,
1995, no further Profit Sharing Contributions shall be made to the Plan.
              (c)  Subject to the limitations of Section  12, and the provisions
of any applicable loan or contribution agreement,  the Employer shall contribute
to the Trust Fund for each Plan Year as ESOP Contributions such sum as the Board
of Directors may, in its sole discretion,  determine, which sum may be zero. All
or any part of the  contributions  made under this Section 4.2(c) may be applied
to repay any outstanding  Exempt Loan. The Committee may,  subject to any pledge
or similar agreement,  direct or determine the proportions of such contributions
which are  applied  to repay  each such  Exempt  Loan and,  with  respect to any
particular  Exempt Loan,  the proportion of such  contribution  to be applied to
repay principal and interest on such Exempt Loan.
         4.3 Allocation of Matching Contributions,  Profit Sharing Contributions
and ESOP Contributions.  Matching Contributions shall only be allocated to those
Participants  employed  on the  last  day  of  the  Plan  Year.  Profit  Sharing
Contributions and ESOP Contributions shall only be allocated to Participants who
are members of the Allocation  Group for the Plan Year. For purposes of Sections
4 and 7, the term  "Allocation  Group"  means the group  consisting  of (i) each
Participant who completed at least One Thousand  (1,000) Hours of Service during
the Plan Year and is  employed  by the  Employer  as of the last day of the Plan
Year, and (ii) each Participant  whose  employment with the Employer  terminated
during the Plan Year by reason of  Disability,  death or  retirement on or after
the  Participant's  Retirement  Date.  Profit  Sharing  Contributions  and  ESOP
Contributions  shall be  allocated  among the Accounts of  Participants  who are
members of the Allocation  Group for the Plan Year in the same proportion that a
Participant's  Compensation during the Plan Year bears to the total Compensation
during the Plan Year of all Participants who are members of the Allocation Group
for such Plan Year. For purposes of the preceding sentence,  Compensation earned
by a  Participant  prior to the  Participant's  entry into the Plan  pursuant to
Section 3.1(b)(ii) shall not be taken into account.
         4.4  Timing of Employer Contributions.
              (a)  Any   Profit   Sharing    Contributions,    Qualified
Nonelective Contributions and ESOP Contributions shall be deemed made on account
of a Taxable  Year if (i) the Board of Directors  determines  the amount of such
contribution  by  appropriate  action and announces the amount in writing to its
Employees  within 30 days after the end of such Taxable Year,  (ii) the Employer
designates  such amount in writing as payment on account of such Taxable Year or
(iii) the  Employer  claims such amount as a deduction on its federal tax return
for such Taxable Year.
              (b)  Profit  Sharing  Contributions,  Matching Contributions, and,
subject  to the  provisions  of any  Exempt  Loan,  ESOP  Contributions  for any
particular  Taxable Year may be paid to the Trustee in installments,  but in any
event  such  contributions  shall  be paid no  later  than  the due date for the
Employer's  federal  income tax return for such Taxable Year.  The Employer may,
during any Taxable Year, make advance payments toward its contributions for such
Taxable  Year.  Any  income,  earnings  or  appreciation  earned  by any  amount
contributed  by the Employer  prior to the end of the Plan Year shall be treated
as part of the Profit Sharing  Contributions,  Matching  Contributions,  or ESOP
Contributions,  as the case may be, for such Plan Year.  On or about the date of
such payment the  Committee  shall be advised of the amount of such payment upon
which  its  allocation  pursuant  to  Section  4.3  is  to  be  calculated.
         4.5  Forfeitures. Forfeitures of  Profit  Sharing Contributions arising
during the Plan Year  pursuant  to Section 10 shall be used to reduce the amount
of Matching  Contributions  made for such Plan Year pursuant to Section  4.2(a).
Forfeitures of Shares attributable to ESOP Contributions (or ESOP Contributions)
arising during the Plan Year pursuant to Section 10 shall be reallocated as ESOP
Contributions  on the last day of the Plan Year in which such forfeiture  occurs
to  all   Participants   entitled  to  receive  Shares   attributable   to  ESOP
Contributions (or ESOP  Contributions),  in the same proportion as contributions
are allocated pursuant to Sections 4.3 and 7.2.  Provided,  in either case, that
forfeitures  shall first be used to fund adjustments to  Participants'  Accounts
required to correct operational errors, to the extent directed by the Committee,
or to fund any amounts to be recredited to a Participant's  Account  pursuant to
Section 10.5.
         4.6  Contribution Percentage Test.
              (a)  Participant's Contribution Percentages must satisfy at  least
one of the  following tests:
                   (1)  The Contribution  Percentage for the Highly  Compensated
Participants  shall  not  exceed  the  Contribution   Percentage  of  all  other
Participants for the preceding Plan Year multiplied by 1.25; or
                   (2)  (A)  The excess of the  Contribution  Percentage for the
Highly  Compensated  Participants over the Contribution  Percentage of all other
Participants  for the preceding  Plan Year shall not be more than two percentage
points and (B) the Contribution  Percentage for Highly Compensated  Participants
shall not be more than the  Contribution  Percentage for all other  Participants
for the preceding Plan Year multiplied by 2.
              (b)  The Employer may elect to apply the foregoing tests by  using
current Plan Year data rather than utilize data from the preceding Plan Year. If
such an election is made, it may not be changed  except as provided by Secretary
of the Treasury.  Notwithstanding  the  foregoing,  for the 1997 Plan Year,  the
Employer  may rely on the  transitional  relief  set forth in  Internal  Revenue
Service Notice 97-2 to use current Plan Year data to apply the foregoing tests.
              (c)  All Matching Contributions  and  Elective  Contributions that
are made under two or more plans that are  aggregated  for  purposes of Sections
401(a)(4)  and 410(b) of the Code are to be treated as made under a single plan;
and if two or more plans are  permissively  aggregated  such plans shall satisfy
Sections  401(a)(4)  and 410(b) as though they were a single plan in  accordance
with Section 410(m) of the Code and Section 1.401(m)-1 of the Regulations.
              (d)  For purposes of this Section 4.6, Matching  Contributions are
taken  into  account  for a  Plan  Year  only  if (i)  made  on  account  of the
Participant's  Elective  Contributions  for the Plan Year, (ii) allocated to the
Participant's  Account  during  the Plan Year and (iii)  paid to the Trust  Fund
prior to the end of the twelfth month following the close of the Plan Year.
              (e)  In  applying  the  tests  set  forth in this Section 4.6, the
following rules shall apply:
                   (1)  In  the  case  of  an  Employee who receives no Matching
Contributions, the Matching Contributions that are to be included in determining
the Participant's Contribution Percentage are zero;
                   (2) The  availability  of  Matching  Contributions  shall not
discriminate in favor of Highly Compensated Participants.
                   (3) The distribution of excess aggregate  contributions  will
include  the  income  allocable  thereto  and  shall be made on the basis of the
amount of Matching Contributions (and Elective Contributions, if the Regulations
permit and the Committee elects to take into account Elective Contributions when
calculating  the  Contribution  Percentage)  made on behalf of each such  Highly
Compensated   Participant.   The  income   allocable  to  the  excess  aggregate
contributions  includes income for the Plan Year for which the excess  aggregate
contributions were made in accordance with Section  1.401(m)-1(e)(3)(ii)  of the
Regulations.
                   (4)  A Participant shall include any Employee who is directly
or  indirectly eligible  to receive an allocation of Matching  Contributions and
includes (i) an Employee who would be a Participant  but for the failure to make
required  contributions  and (ii) a Participant  whose right to receive Matching
Contributions  has been  suspended  because of an election  (other than  certain
one-time elections) not to participate.
              (f)  For Plan Years commencing after  December  31, 1998 for which
the Employer  uses  Section  410(b)(4)(B)  of the Code to test minimum  coverage
compliance,  the Employer may exclude from consideration all Participants (other
than  Highly  Compensated  Participants)  who have not met the  minimum  age and
service  requirements of Section 410(a)(1)(A) of the Code in determining whether
the tests set forth in  Subsection  4.6(a) are met.
         4.7  Distribution  of Excess Aggregate Contributions.
              (a)  The Committee shall determine as of the end of the Plan Year,
and  at  such  other  time  or  times  in  its  discretion,  whether  one of the
Contribution  Percentages  of Section 4.6 is  satisfied  for such Plan Year.  If
neither of the tests set forth in Section 4.6 is satisfied,  the Committee shall
distribute the excess  aggregate  contributions  in the manner described in this
Section 4.7. For purposes of this Section 4.7, "excess aggregate  contributions"
means,  with respect to any Plan Year and with respect to any  Participant,  the
excess of the aggregate amount of (i) Matching  Contributions  (and any earnings
and  losses  allocable  thereto  prior to  distribution)  and (ii) the  Elective
Contributions  (if the Regulations  permit and the Committee elects to take into
account Elective  Contributions when calculating the Participant's  Contribution
Percentage)  of Highly  Compensated  Participants  for such Plan Year,  over the
maximum  amount  of  such   contributions  that  could  be  made  on  behalf  of
Participants  without  violating the  requirements of Section 4.6. The amount of
each Highly Compensated  Participant's  excess aggregate  contributions shall be
determined  by reducing the  Matching  Contributions  of all Highly  Compensated
Participants whose  Contribution  Percentage as adjusted by this Section 4.7 are
at the  highest  percentage  rate for the Plan  Year on a pro rata  basis by one
hundredth of one percent  (0.01%).  The Committee shall continue to utilize this
procedure until one of the tests of Section 4.6 is satisfied.
              (b)  If the Committee is required to distribute  excess  aggregate
contributions for any Highly Compensated Participant for a Plan Year in order to
satisfy the  requirements  of Section 4.6, then the Committee  shall  distribute
such excess  aggregate  contributions  with  respect to such Highly  Compensated
Participants to the extent  practicable  before April 15th of the Plan Year next
following the Plan Year for which such excess aggregate contributions were made,
but in no event  later than the end of the Plan Year  following  such Plan Year.
For each of such  Participants,  the amounts so distributed shall be made in the
following order of priority:
                   (i)  by  distributing  Matching  Contributions  and  earnings
thereon,  to the extent necessary; and
                   (ii) by distributing Elective Contributions  (to  the  extent
such amounts are included in the Contribution Percentage), and earnings thereon.
              All  such  distributions  shall  be  made  to  Highly  Compensated
Participants   on  the  basis  of  the  respective   portions  of  such  amounts
attributable  to each such Highly  Compensated  Participant.  No spousal consent
shall be  required of any married  Participant  who  receives a refund of excess
aggregate contributions.
         4.8  Aggregate  Limit  for  Contribution Percentage and Actual Deferral
Percentage.
              (a)  The  sum  of  the  Contribution  Percentage  and  the  Actual
Deferral Percentage for Highly Compensated  Participants for the Plan Year shall
not exceed the "aggregate limit" defined in this Section 4.8.
              (b)  The term  "aggregate  limit"  means the greater of (1) or (2)
below:
                   (1)  The sum of  (a)  the  greater  of  the  Actual  Deferral
Percentage for all Participants other than the Highly  Compensated  Participants
or the  Contribution  Percentage  for all  Participants  other  than the  Highly
Compensated  Participants,  for the  Plan  Year  multiplied  by 1.25 and (b) the
lesser of such Actual Deferral Percentage or Contribution Percentage plus 2, but
not greater than 2 multiplied by the lesser of such Actual  Deferral  Percentage
or Contribution Percentage.
                   (2)  The sum  of  (a)  the  lesser  of  the  Actual  Deferral
Percentage for all Participants other than the Highly  Compensated  Participants
or the  Contribution  Percentage  for all  Participants  other  than the  Highly
Compensated  Participants,  for the  Plan  Year  multiplied  by 1.25 and (b) the
greater of such Actual Deferral  Percentage or  Contribution  percentage plus 2,
but not  greater  than 2  multiplied  by the  greater  of such  Actual  Deferral
Percentage or Contribution Percentage.
              (c)  If  the  aggregate  limit is  exceeded,  the Committee  shall
determine whether to: (i) make Qualified Nonelective Contributions to permit the
satisfaction  of the test set forth in  subsection  (a) hereof;  (ii) reduce the
Contribution  Percentage of the Highly Compensated  Participants as set forth in
Section  4.7;  or (iii)  reduce the  Actual  Deferral  Percentage  of the Highly
Compensated Participants as set forth in Section 5.5.
         4.9  Profit  Sharing  Contributions.  Notwithstanding  anything  to the
contrary contained in the Plan, no Profit Sharing contributions shall be made to
the Plan for Plan Years  beginning  after  December  31,  1994.  Effective as of
October 1, 1998,  all Profit  Sharing  balances of  Participants  shall be fully
vested and shall be merged with Participants'  Matching  Contribution  Accounts.
Thereafter,  no forfeitures of Profit Sharing Contributions shall occur, and all
references in the Plan to Profit Sharing Subaccounts shall be deemed to refer to
Matching Contribution Subaccounts.

<PAGE>

                     SECTION 5. SALARY REDUCTION AGREEMENTS
                           AND ROLLOVER CONTRIBUTIONS

         5.1  Salary Reduction Agreements.
              (a) A Participant may elect to make Elective  Contributions in any
Plan Year by entering into a Salary Reduction Agreement with the Employer.  Each
Salary  Reduction  Agreement  shall provide that a portion of the  Participant's
Compensation  shall be paid  through  payroll  deduction to the Trust Fund as an
Elective  Contribution pursuant to Section 4.1 rather than paid currently to the
Participant.   The  Salary  Reduction   Agreement  shall  provide  for  Elective
Contributions equal to any whole percentage between one percent (1%) and fifteen
percent (15%) of a  Participant's  Compensation  in any payroll  period,  not to
exceed  the  limitation  set  forth in  Section  402(g)  of the  Code  (adjusted
automatically for increases in accordance with the Regulations). Notwithstanding
the foregoing  provisions of this Section 5.1, the Committee  may, but need not,
adopt a procedure to enable Participants to make lump sum Elective Contributions
under the Plan through payroll  deductions.  No Salary Reduction Agreement shall
be effective unless the Participant has made an investment direction pursuant to
Section 8.3.
              (b)  A Salary  Reduction  Agreement will be taken into account for
any Plan Year only if it relates to  Compensation  that would have been received
by the Participant in the Plan Year (but for the deferral election).
              (c)  In  the  event  that   the   aggregate   amount  of  Elective
Contributions  by a Participant  exceeds the limitation  described in subsection
(a) of this Section 5.1, the amount of such excess,  increased by any income and
decreased  by  any  losses  attributable  thereto,  shall  be  refunded  to  the
Participant  no later than the April 15th of the  calendar  year  following  the
calendar year for which the Elective  Contributions  were made. If a Participant
also  participates,  in any  calendar  year,  in any other plans  subject to the
limitations  set  forth in  Section  402(g)  of the  Code  and has  made  excess
deferrals  under this Plan when  combined  with the other plans  subject to such
limits,  to the extent the Participant  designates,  in writing submitted to the
Committee  no later than the March 1 of the  calendar  year next  following  the
calendar  year for which the  Elective  Contributions  were made,  any  Elective
Contributions under this Plan as excess deferrals, the amount of such designated
excess,  increased  by any  income  and  decreased  by any  losses  attributable
thereto,  shall be refunded to the Participant no later than the April 15 of the
calendar  year  next   following  the  calendar  year  for  which  the  Elective
Contributions were made.
         5.2  Change or Suspension of Salary  Reduction  Agreements.  Subject to
Section 5.1, a Participant may enter into or change his or her Salary  Reduction
Agreement at any time,  effective as soon as  practicable,  in  accordance  with
rules  determined by the  Committee.  A Participant  may also suspend his or her
Salary  Reduction  Agreement at any time, in accordance with rules determined by
the Committee.  A Participant who suspends his or her Salary Reduction Agreement
in  accordance  with this  Section  5.2 may enter  into a new  Salary  Reduction
Agreement at any time, effective as soon as administratively feasible.
              A  Participant's  most  recent  Salary  Reduction  Agreement shall
continue  unchanged  from  year to year  unless  the  Participant  notifies  the
Committee  in  writing  of a  change  in  such  Salary  Reduction  Agreement  in
accordance with the rules determined by the Committee.
         5.3  Actual Deferral Percentage Test.
              (a)  Participants' Elective Contributions  must  satisfy  at least
one of the following tests:
                   (1)  The  Actual   Deferral   Percentage   for   the   Highly
Compensated  Participants shall not exceed the Actual Deferral Percentage of all
other Participants for the preceding Plan Year multiplied by 1.25; or
                   (2)  (A) The  excess  of  the  Actual   Deferral   Percentage
for the Highly Compensated  Participants over the Actual Deferral  Percentage of
all other  Participants  for the preceding  Plan Year shall not be more than two
percentage  points,  and (B)  the  Actual  Deferral  Percentage  for the  Highly
Compensated  Participants shall not be more than the Actual Deferral  Percentage
for all other Participants for the preceding Plan Year multiplied by 2.
              (b)  The Employer may elect to apply the foregoing  tests by using
current Plan Year data rather than utilize data from the preceding Plan Year. If
such an election is made, it may not be changed  except as provided by Secretary
of the Treasury.  Notwithstanding  the  foregoing,  for the 1997 Plan Year,  the
Employer  may rely on the  transitional  relief  set forth in  Internal  Revenue
Service Notice 97-2 to use current Plan Year data to apply the foregoing tests.
              (c)  All  Elective  Contributions  that are made under two or more
plans that are aggregated  for purposes of Sections  401(a)(4) and 410(b) of the
Code are to be treated as made under a single plan; and if two or more plans are
permissively aggregated,  such plans shall satisfy Sections 401(a)(4) and 410(b)
as though they were a single plan in accordance  with Section 410(k) of the Code
and Section  1.401(k)-1  of the  Regulations.  For purposes of  calculating  the
Actual  Deferral  Percentage of any Highly  Compensated  Participant all cash or
deferred  arrangements of the Employer or any Affiliated  Employer in which such
Highly  Compensated  Participant  participates  shall be  treated as one cash or
deferred arrangement.
              (d)  In applying  the tests  set  forth  in  this Section 5.3, the
following rules shall apply:
                   (1)  In  the  case  of  a Participant who  makes  no Elective
Contributions, the Elective Contributions that are to be included in determining
the Participant's  Actual  Deferral  Percentage are zero;
                   (2)  The  distribution  of excess contributions  will include
the  income  allocable  thereto  and shall be made on the basis of the amount of
Elective  Contributions on behalf of each such Highly  Compensated  Participant.
The income  allocable to the excess  contributions  includes income for the Plan
Year for which the excess  contributions  were made in  accordance  with Section
1.401(k)-1(f)(4)(ii) of the Regulations.
              (e)  For Plan Years commencing after December  31,  1998 for which
the Employer  uses  Section  410(b)(4)(B)  of the Code to test minimum  coverage
compliance,  the Employer may exclude from consideration all Participants (other
than  Highly  Compensated  Participants)  who have not met the  minimum  age and
service  requirements of Section 410(a)(1)(A) of the Code in determining whether
the tests set forth in Subsection 5.3(a) are met.
         5.4 Amendment or Revocation of Salary Reduction Agreement by Committee.
The Committee  shall determine as of the end of the Plan Year, and at such other
time or times in its discretion,  whether one of the Actual Deferral  Percentage
tests of Section  5.3 will be  satisfied  for such Plan Year.  In the event that
neither of such Actual Deferral Percentage Tests is satisfied, the Committee may
amend or revoke the Salary Reduction Agreement of any Participant at any time if
it  determines  that such an amendment or revocation is necessary to ensure that
at least one of the Actual  Deferral  Percentage  tests of  Section  5.3 will be
satisfied  for any Plan Year.  The  determination  of whether it is necessary to
amend or revoke any Salary Reduction Agreement shall be made pursuant to Section
5.3 and the  procedure  for such  amendment or  revocation  shall be  determined
pursuant to Section 5.5(a).
         5.5  Distribution of Excess Contributions.
              (a)  If  neither  of  the  tests  set  forth  in  Section  5.3 are
satisfied,  the Committee  shall in its  discretion,  to the extent  permissible
under the Code and the  Regulations,  refund  the  excess  contributions  in the
manner  described in Section 5.5(b).  For purposes of this Section 5.5,  "excess
contributions" means, with respect to any Plan Year, the excess of the aggregate
amount of Elective  Contributions (and any earnings and losses allocable thereto
prior to  distribution)  made by Highly  Compensated  Participants for such Plan
Year, over the maximum amount of such Elective  Contributions that could be made
by such Highly  Compensated  Participants  without violating the requirements of
Section 5.3.
              (b)  If  required  in  order  to  comply  with the  provisions  of
Subsection 5.3 and the Code, the Committee shall refund excess contributions for
a Plan Year.  The  distribution  of such excess  contributions  shall be made to
Highly Compensated  Participants,  to the extent  practicable,  before the March
15th of the Plan  Year  next  following  the Plan  Year for  which  such  excess
contributions  were  made,  but in no event  later than the end of the Plan Year
next  following  such Plan  Year.  Any such  distribution  shall be made to each
Highly Compensated  Participant whose Elective Contributions are the highest for
the Plan Year,  until one of the tests of  Section  5.3 is  satisfied.  Matching
Contributions  attributable  to  Elective  Contributions  returned  to a  Highly
Compensated Participant shall be distributed as provided in Section 4.6.
         5.6  Rollover Contributions.
              (a) A Participant may make a Rollover Contribution to the Plan  in
accordance with rules established by the Committee  uniformly applied consisting
of an eligible rollover distribution, as defined in Section 11.8(b), from a plan
qualified under Section 401(a) of the Code or an individual  retirement  account
qualified  under Section 408(a) of the Code (no part of which is attributable to
any source other than an eligible  rollover  distribution  from a qualified plan
under Section 401(a) of the Code);  provided such eligible rollover distribution
is in cash and  contributed  to the Plan on or before the 60th day after the day
in which such Participant  received such eligible  rollover  distribution.  If a
Participant  elects to make a Rollover  Contribution,  the Committee may require
such evidence,  assurances,  opinions and certifications,  including a statement
from the previous plan that such plan was a qualified  plan,  that the Committee
may deem  necessary  to  establish  to its  satisfaction  that the amounts to be
contributed qualify as an eligible rollover distribution and will not affect the
qualification  of the Plan or the tax-exempt  status of the Trust under Sections
401(a) and 501(a) of the Code,  respectively.  Except as otherwise  permitted by
Section 5.7, in no event shall any assets be  transferred  to this Plan from any
profit sharing,  pension or retirement plan that would cause this Plan to become
a "transferee"  plan (within the meaning set forth in Section  401(a)(11)(B)  of
the Code).
              (b)  Any   Rollover  Contribution  shall   be   allocated  to  the
appropriate  Participant's  Rollover  Contribution  Subaccount  which  shall  be
established and separately  accounted for. A Participant shall have at all times
a  nonforfeitable   right  in  the  amount  credited  to  his  or  her  Rollover
Contribution Subaccount.
              (c)  Each   request   by   a   Participant   to  make  a  Rollover
Contribution shall be subject to review by the Committee which shall make a case
by case determination that each Rollover Contribution meets the requirements set
forth in  Section  5.6(a),  and such other  requirements  or  conditions  as the
Committee may, from time to time and in its sole discretion,  impose;  provided,
however,  that any determination  made by the Committee pursuant to this Section
5.6 shall not have the effect of discriminating in favor of Participants who are
officers, shareholders or who are Highly Compensated Participants.
         5.7  Trustee-to-Trustee Transfer of Assets. Notwithstanding anything in
Section 5.6 to the contrary,  in the event of an  acquisition by the Employer or
the Plan  Sponsor  of a  company  which  maintains  a plan and  trust  which are
qualified under Sections 401(a) and 501(a) of the Code, respectively,  the Board
of Directors may (but shall not be required to) authorize a "trustee-to-trustee"
transfer of assets from such  qualified  plan into the Plan and Trust Fund.  The
Trustee may require such  evidence,  assurances,  opinions  and  certifications,
including a statement from the acquired  company's plan that such plan and trust
are qualified  under Sections  401(a) and 501(a) of the Code,  which the Trustee
may deem  necessary  to  establish  to its  satisfaction  that the amounts to be
transferred  will not affect  the  qualification  of the Plan or the  tax-exempt
status of the Trust under Sections 401(a) and 501(a) of the Code, respectively.


<PAGE>

                     SECTION 6. ALLOCATION OF CONTRIBUTIONS

         6.1  Establishment of Cash  Contribution  Account.  The Committee shall
establish and maintain or cause to be established and maintained with respect to
each Participant a Cash  Contribution  Account showing his or her interest under
the Plan and in the Trust Fund and all relevant data  pertaining  thereto.  Each
Participant  shall be  furnished  with a  written  statement  of his or her Cash
Contribution  Account at least once annually and upon any distribution to him or
her. In maintaining the Cash Contribution Accounts under the Plan, the Committee
can conclusively rely on the valuations of the Trust Fund in accordance with the
Plan. The  establishment  and maintenance of, or allocations and credits to, the
Cash  Contribution  Account of any Participant shall not vest in any Participant
any right,  title or interest in and to any Plan assets or  benefits,  except at
the time or times and upon the terms and conditions and to the extent  expressly
set forth in the Plan and in accordance with the terms of the Trust Fund.
         6.2  Establishment of Subaccounts. Each Participant's Cash Contribution
Account shall contain each of the following applicable subaccounts therein:
              (a) All Elective Contributions  on behalf  of a  Participant under
Section 4.1 and Qualified  Nonelective  Contributions on behalf of a Participant
under  Section  4.2(b)(i)  shall  be  credited  to  the  Participant's  Elective
Contribution Subaccount.
              (b)  All Matching Contributions on behalf  of a  Participant under
Section  4.2(a) shall be allocated  and credited to the  Participant's  Matching
Contribution Subaccount.
              (c)  All   Profit   Sharing    Contributions   on   behalf  of   a
Participant  under  Section  4.2(b)(ii)  shall be allocated  and credited to the
Participant's Profit Sharing Subaccount.
              (d)  All Rollover Contributions on behalf  of a  Participant under
Section  5.6 shall be  allocated  and  credited  to the  Participant's  Rollover
Contribution Subaccount.


<PAGE>


                       SECTION 7. SPECIAL ESOP PROVISIONS

         7.1 Investment of ESOP Accounts.  The ESOP Accounts of all Participants
shall be  invested  exclusively  in Shares,  except for cash or cash  equivalent
investments  held (a) for the limited  purpose of making Plan  distributions  to
Participants  and  Beneficiaries,  (b) pending the  investment by the Purchasing
Agent of  contributions  or other cash  receipts  in Shares,  (c) pending use to
repay an Exempt Loan, (d) for purposes of paying,  under the terms  described in
the Plan or Trust Agreement, fees and expenses incurred with respect to the Plan
or Trust and not paid for by the  Participating  Employers or (e) in the form of
de minimis cash balances.  Neither any Participating Employer nor the Purchasing
Agent,  the  Committee or the Trustee shall have any  responsibility  or duty to
time any transaction  involving Shares in order to anticipate  market conditions
or changes in stock value, nor shall any such person have any  responsibility or
duty  to  sell  Shares  held in the  ESOP  Accounts  (or  otherwise  to  provide
investment management for Shares held in the ESOP Accounts) in order to maximize
return or minimize loss.  Participating Employer contributions made in cash, and
other cash  received  by the  Trustee,  may be used by the  Purchasing  Agent to
acquire Shares from shareholders of the Employer or directly from the Employer.
         7.2  Allocation to ESOP Accounts.
              (a)  Subject to the  provisions  of Section 4, the ESOP Account
maintained for each Participant will be credited as of the last day of each Plan
Year with the Participant's allocable share of:
                   (i)   Shares purchased using cash contributed by or on behalf
of the  Participating  Employer  employing such Participant (and any earnings on
any cash contributions made prior to the last day of the Plan Year),
                   (ii)  Shares contributed directly to the Trust Fund;
                   (iii) Dividends  paid to the Trust  Fund  during the
Plan  Year  on any  Shares  that  were  purchased  by the  Purchasing  Agent  or
contributed  directly  to the Trust Fund prior to the last day of the Plan Year;
and
                   (iv)  Shares released  from  the  Suspense   Subfund pursuant
to Section 7.3 and  allocable to the  contribution  made by or on behalf of such
Participating Employer pursuant to Section 7.4.
              (b)  Shares attributable to ESOP Contributions shall be  allocated
among the Accounts of Participants  who are members of the Allocation  Group for
the Plan Year in the same proportion that a  Participant's  Compensation  during
the Plan  Year  bears to the  total  Compensation  during  the Plan  Year of all
Participants  who are members of the  Allocation  Group for such Plan Year.  For
purposes of the preceding  sentence,  Compensation earned by a Participant prior
to the  Participant's  entry into the Plan pursuant to Section  3.1(b)(ii) shall
not be taken into account.
              (c)  Shares contributed directly to the Trust Fund for a Plan Year
shall be allocated  under  Section  7.2(a)(i) in the same  proportion  as Shares
purchased by the Trust Fund and allocated under Section 7.2(b).
         7.3  Suspense  Subfund  for  ESOP  Accounts.  Shares  acquired  by  the
Participants'  ESOP  Accounts  through  an  Exempt  Loan  shall  be added to and
maintained  in the Suspense  Subfund and shall  thereafter  be released from the
Suspense  Subfund and  allocated to  Participants'  ESOP Accounts as provided in
Sections 7.3 and 7.4. Shares acquired for the Trust Fund with the proceeds of an
Exempt Loan shall be released  from the  Suspense  Subfund as the Exempt Loan is
repaid, in accordance with the provisions of this Section 7.3.
              (a)  For each Plan Year until the Exempt Loan is fully repaid, the
number of Shares  released  from the Suspense  Subfund shall equal the number of
unreleased  Shares  immediately  before such  release for the current  Plan Year
multiplied  by the  "Release  Fraction."  As  used  herein,  the  term  "Release
Fraction"  shall  mean a  fraction,  the  numerator  of which is the  amount  of
principal  and  interest  paid on the Exempt Loan for such current Plan Year and
the  denominator  of which is the sum of the  numerator  plus the  principal and
interest to be paid on such Exempt Loan for all future  years during the term of
such Exempt Loan  (determined  without  reference to any possible  extensions or
renewals  thereof).  For purposes of computing  the  denominator  of the Release
Fraction,  if the interest rate on the Exempt Loan is variable,  the interest to
be paid in  subsequent  Plan Years  shall be  calculated  by  assuming  that the
interest  rate in effect as of the end of the  applicable  Plan Year will be the
interest rate in effect for the remainder of the term of the Exempt Loan.
                   Notwithstanding the foregoing,  in the event such Exempt Loan
shall be repaid with the proceeds of a subsequent  Exempt Loan (the  "Substitute
Loan"),  such  repayment  shall not  operate to release  all such  Shares in the
Suspense  Subfund,  but, rather,  such release shall be effected pursuant to the
foregoing  provisions  of this  Section  7.3(a)  on the  basis  of  payments  of
principal and interest on such Substitute Loan.
              (b)  If  required  by  any  pledge  or similar  agreement,  or  if
permitted by such pledge or agreement and required by the Committee  pursuant to
a  one-time,  irrevocable  designation  (which  shall  be  made,  if at all,  in
connection with the making of an Exempt Loan) by the Committee, then, in lieu of
applying the provisions of Section 7.3(a) hereof with respect to an Exempt Loan,
Shares shall be released from the Suspense  Subfund as the  principal  amount of
such Exempt Loan is repaid (without regard to interest  payments),  provided the
following three conditions are satisfied:
                   (i)   The Exempt  Loan shall  provide for annual  payments of
principal  and interest at a cumulative  rate that is not less rapid at any time
than level annual payments of such amounts for ten years;
                   (ii)  The  interest  portion  of   any   payment   shall   be
disregarded  only to the extent it would be treated as interest  under  standard
loan amortization tables; and
                   (iii) If the Exempt Loan is renewed, extended or  refinanced,
the sum of the expired duration of the Exempt Loan and the renewal, extension or
new Exempt Loan period shall not exceed ten years.
              (c)  If  at  any   time   there  is  more  than  one  Exempt  Loan
outstanding,  then  separate  accounts  may be  established  under the  Suspense
Subfund for each such Exempt Loan. Each Exempt Loan for which a separate account
is maintained may be treated separately for purposes of the provisions governing
the  release  of  Shares  from the  Suspense  Subfund  under  this  Section  7.3
(including for purposes of determining  whether Section 7.3(a) or Section 7.3(b)
governs the  release of Shares from any  particular  Suspense  Subfund)  and for
purposes of the provisions  governing the application of Participating  Employer
contributions to repay an Exempt Loan under Section 4.2.
              (d)  All Shares released from the Suspense Subfund during any Plan
Year shall be allocated among Participants as prescribed by Section 7.4.
         7.4  Disposition of Shares Released from Suspense Subfund.
              (a) Shares released from the Suspense  Subfund for a Plan Year  in
accordance  with  Section 7.3 shall be held in the Trust Fund on an  unallocated
basis until  allocated by the Committee as of last day of the Plan Year.  Shares
released  from the  Suspense  Subfund on account of a payment for a Plan Year of
principal  or interest  on an Exempt  Loan,  to the extent  payment is made with
contributions for such Plan Year, shall be allocated under Section 7.2(a)(ii) in
the same proportion as Shares purchased with contributions under Section 7.2(b).
              (b)  (i)  Shares released from the Suspense  Subfund on account of
the  payment for a Plan Year of  principal  or interest on an Exempt Loan to the
extent such  payment is made with  dividends  paid on Shares  allocated  to ESOP
Accounts,  shall be allocated in the same  proportion  as dividends  used to pay
principal  or  interest  on such  Exempt  Loan would have been  allocated  under
Section 7.9(b) had such dividends not been so used; and
                   (ii) Subject  to  Section  4.2,  Shares  released  from   the
Suspense Subfund on account of the payment of principal or interest on an Exempt
Loan, to the extent such payment is made with  dividends on Shares not allocated
to  Accounts,  shall  be  allocated  to  those  ESOP  Accounts  and in the  same
proportion  as Shares  released  pursuant to Section  7.4(b)(i);  provided  that
Shares so released  shall be  otherwise  allocated  if  necessary to satisfy the
requirements  of the  Code  (other  than  Section  404(k))  and any  Regulations
thereunder.
              (c)  All Shares in the Trust  Fund,  other than the Shares held in
the Suspense  Subfund as of the last day of any Plan Year,  must be allocated to
ESOP Accounts as of the last day of any Plan Year.
         7.5  Limitations on Allocations to ESOP Accounts.  Notwithstanding  the
foregoing provisions of this Section 7:
              (a)  If more than  one-third of all ESOP Contributions  for a Plan
Year which are  deductible  only under  Section  404(a)(9)  of the Code would be
allocated,  in the aggregate, to Participants described in Section 414(q) of the
Code,  then the  Committee  may reduce  such  allocations  pro rata in an amount
sufficient  to ensure  that  such ESOP  Contributions  will be  deductible  with
respect to such Plan Year; and
              (b)  Any  contributions  which  are prevented from being allocated
due to the restriction  contained in Section 7.5(a) shall be allocated as of the
last day of the Plan Year  pursuant  to  Sections  7.2 and 7.4 as  though  those
Participants  described in Section 414(q) of the Code did not participate in the
Plan.
         7.6  Acquisition of Shares.
              (a)  Notwithstanding  the foregoing  provisions of this Section 7,
in the event that Shares are acquired in a transaction  to which Section 1042 of
the Code applies,  then, in accordance with the  Regulations,  such Shares shall
not be allocated,  directly or indirectly,  to prohibited individuals as defined
in Section  409(n)(1) of the Code for the duration of the  nonallocation  period
(as defined in Section 409(n)(3)(C) of the Code).
              (b)  If  Shares  are  prevented  from  being  allocated due to the
prohibition  contained in Section 7.6(a), the allocation of Shares  attributable
to ESOP Contributions (or ESOP  Contributions)  otherwise provided under Section
7.2 shall be adjusted to reflect such result.
         7.7  Effect of  Change in Plan  Sponsor's  Capitalization.  Any  Shares
received by the Trustee as a result of a stock split, dividend,  conversion,  or
as a result of a reorganization  or other  recapitalization  of the Plan Sponsor
shall be allocated as of the day on which the Shares are received by the Trustee
in the same  manner  as the  Shares  to which  they  are  attributable  are then
allocated.
         7.8  Trustee and  Committee  Discretion  to Engage in  Transactions  in
Shares.  Neither the Purchasing  Agent,  the Trustee nor the Committee  shall be
required to engage in any transaction,  including, without limitation, directing
the purchase or sale of Shares,  which it determines in its sole  discretion may
subject itself, its Participants,  the Plan, any Participating  Employer, or any
Participant to liability under federal or other state laws.
         7.9  Valuation of ESOP Accounts.
              (a)  Subject  to  the  requirements  of Section  7.9(b),  the fair
market value of the assets of the ESOP  Accounts  shall be determined as of each
Valuation  Date, in accordance  with generally  accepted  valuation  methods and
practices  including,  but not limited to, in the case of Shares, the use of one
or more independent appraisers.
              (b)  The value of a Participant's ESOP Account as of any Valuation
Date shall equal the sum of:
                   (i)  The aggregate value (as determined under Section 7.9(a))
of all Shares and dividends on Shares previously allocated to such Participant's
ESOP Account as of such Valuation Date; and
                   (ii)  Subject  to  Section 7.9(c),  the  aggregate  value (as
determined under Section 7.10(a)) of dividends, if any, received during the Plan
Year on Shares allocated to such Participant's ESOP Account.
                   (iii)  Such Participant's  allocable  portion (determined  in
accordance with the rules set forth in Section 7.4 for determining Participant's
allocable portion of Shares released from the Suspense Subfund) of the earnings,
if any, on all amounts contributed to the Trust Fund for purposes other than the
repayment of an Exempt Loan.
              (c)  Except as provided in Section 7.7, dividends payable, if any,
with  respect to Shares held by the  Participant's  ESOP Account will be, in the
discretion of the  Committee  and in conformity  with the terms of the Shares on
which such  dividends are paid, (i) used for the purpose of repaying one or more
Exempt Loans,  (ii)  distributed  from the Trust Fund to  Participants  or their
Beneficiaries  not later  than 90 days after the close of the Plan Year in which
they are paid to the Trust Fund,  (iii) paid  directly to such  Participants  or
their  Beneficiaries,  (iv) retained in the Trust Fund and allocated pursuant to
Section  7.9(b),  or (v) paid or utilized in a combination  of any or all of the
foregoing four options.
              (d)  The Committee shall establish  accounting  procedures for the
purpose of making the  allocations,  valuations and adjustments to Participant's
ESOP Accounts in accordance  with the provisions of the Plan. From time to time,
the Committee may modify its accounting  procedures for the purpose of achieving
equitable  and   nondiscriminatory   allocations  among  the  ESOP  Accounts  of
Participants in accordance with the provisions of the Plan.
         7.10 Role of Purchasing Agent.
              (a) All  purchases  of Shares made by the Trust Fund shall be made
by the Purchasing  Agent.  The Trustee shall forward to the Purchasing Agent all
amounts  contributed to the employee stock ownership plan, and all amounts to be
invested in Shares pursuant to participant  investment directions given pursuant
to Sections 8.3, 8.4 and 8.5. Amounts to be invested in Shares shall be invested
in Shares in the  amount,  in the  manner  and at the  price  determined  by the
Purchasing Agent in its sole  discretion,  provided such price shall be the fair
market value of such Shares at the time of purchase.  The Purchasing Agent shall
in its sole discretion  select the  broker-dealer  through which the purchase of
such Shares shall be executed.  The Purchasing  Agent shall also invest any cash
dividends  received on any Shares which are allocated to Participants'  Accounts
and  held as part of the  Plan as  provided  in  Section  5.05(c)  of the  Trust
Agreement.
              (b)  The Purchasing Agent shall sell Shares only at the  direction
of the Trustee, which shall issue such instructions only at the direction of the
Committee;  provided that such Committee direction shall not be required for any
of the  following  purposes:  (i) any sales of Shares  required  pursuant to the
participant  investment  directions  given pursuant to Sections 8.3, 8.4 or 8.5;
(ii) any sales of Shares required  pursuant to the provisions of Section 13.5 or
13.6;  (iii)  any  sales of  Shares  required  to fund a  participant  loan or a
distribution to a Participant;  or (iv) any sales of Shares required to maintain
the levels of investment  of Shares and cash  specified by the Committee for the
Company Stock Fund.


<PAGE>

               SECTION 8. INVESTMENT OF CONTRIBUTIONS, VALUATIONS
                  AND PARTICIPANTS' CASH CONTRIBUTION ACCOUNTS

         8.1  Delivery of Contributions to Trust Fund. All monies, securities or
other property contributed to Participants' Cash Contribution  Accounts shall be
delivered  to the  Trustee  under  the  Trust  Fund,  to be  managed,  invested,
reinvested and distributed in accordance with the Plan and the Trust Fund.
         8.2  Participants' Right to Select Investments.  Each Participant shall
have the right to invest his or her Cash Contribution  Account among one or more
investment  funds selected by the Company,  which may include a fund established
for investment in Shares.
         8.3  Participant Investment  Election.  As of any date permitted by the
Committee,  a  Participant  may, in  accordance  with the rules of the Committee
uniformly  applied,  specify  the  percentage  (in minimum  multiples  as may be
determined from time to time by the Committee) of  contributions  which are made
to the  Participant's  Cash  Contribution  Account  that  shall be  invested  in
investment funds selected by the Committee.  An investment  election may be made
separately  with  respect to (i) the  aggregate  of the  Participant's  Elective
Contribution  Subaccount,   Matching  Contribution   Subaccount,   and  Rollover
Contribution Subaccount and (ii) the Participant's Profit Sharing Subaccount.
         8.4  Change  in  Investment  Election  for  Future  Contributions.  Any
investment  direction  specified  by a  Participant  shall  be  deemed  to  be a
continuing  direction  until  changed.  A  Participant  may change an investment
direction as to future  contributions  made by such Participant or on his or her
behalf to the subaccounts of his or her Cash Contribution  Account as of any day
permitted  by the  Committee  in  accordance  with the  rules  of the  Committee
uniformly applied.
         8.5  Change in Investment Election for Prior  Contributions.  As of any
date permitted by the Committee,  a Participant  may change the  percentages (in
minimum  multiples as may be determined  from time to time by the  Committee) in
which the  investment  of the  portion of his or her Cash  Contribution  Account
attributable  to  prior   contributions  shall  be  allocated  among  the  funds
maintained  by the Trustee.  Such changes of investment  allocation  may be made
separately  with  respect to (i) the  aggregate  of the  Participant's  Elective
Contribution  Subaccount,   Matching  Contribution   Subaccount,   and  Rollover
Contribution Subaccount, and (ii) the Participant's Profit Sharing Subaccount.
         8.6  Valuation of Cash Contribution Accounts.
              (a)  As  of  each  Valuation Date, Participants' Cash Contribution
Accounts shall be valued pursuant to the terms of the Plan. Such valuation shall
be conclusive and binding upon all persons having an interest in the Trust Fund.
              (b)  The  Committee  shall  adjust  the  value  of  each  Elective
Contribution  Subaccount,   Matching  Contribution  Subaccount,  Profit  Sharing
Subaccount,  or Rollover Contribution Subaccount, as the case may be, maintained
under  Participants'  Cash  Contribution  Accounts as of each  Valuation Date to
reflect the effect of income  received  and  accrued,  realized  and  unrealized
profits and losses,  and all other  transactions of the preceding  period.  Such
adjustments  shall be made with respect to the period  since the next  preceding
Valuation  Date by (i)  deducting  from  each such  Subaccount  the total of all
payments  made  from such  Subaccount  during  such  period,  (ii)  adding to or
deducting from, as the case may be, each such Subaccount such proportion of each
item of income,  profit or loss as the amount in such  Subaccount as of the next
preceding  Valuation  Date  bears  to the  total of the  amounts  in all of such
Participants'   Elective   Contribution   Subaccount,    Matching   Contribution
Subaccount,  Profit Sharing Subaccount,  or Rollover Contribution Subaccount, as
the  case  may  be,  as  of  the  preceding  Valuation  Date  and  (iii)  adding
contributions   to  each  such  Elective   Contribution   Subaccount,   Matching
Contribution  Subaccount,  Profit Sharing Subaccount,  or Rollover  Contribution
Subaccount,  as the case may be,  pursuant to  Sections 4 and 5 of the Plan.  In
making such  allocations,  the Committee can conclusively rely on the valuations
of the Subaccounts by the Trustee in accordance with the Plan and the Trust.


<PAGE>


                           SECTION 9. RETIREMENT DATES

         9.1 Normal Retirement Date. The Normal Retirement Date of a Participant
shall  be his or her 65th  birthday  or,  if  earlier,  the  date on  which  the
Participant  has  attained  age  fifty  (50) and  completed  seven  (7) Years of
Service.  Upon  attainment of his or her Normal  Retirement  Date, a Participant
shall have a nonforfeitable right to 100% of his or her Account.
         9.2 Deferred  Retirement  Date.  A  Participant  who remains in Service
after his or her Normal Retirement Date may retire on a Deferred Retirement Date
which shall be the first day of the month  coincident with or next following his
or her  termination  of Service or as specified in a written  application to the
Committee.


<PAGE>


                SECTION 10. ELIGIBILITY FOR PAYMENT OF ACCOUNTS
                              AND VESTED INTERESTS

         10.1 Participants' Right to Account Upon Termination Due to Retirement,
Death or Disability.
              (a)  A Participant shall  have a  nonforfeitable  right  to his or
her  Account  upon  the occurrence of any of the following events while employed
by the Employer:
                   (i)   attainment of his or her Retirement Date;
                   (ii)  his or her death; or
                   (iii) his or her Disability.
              (b)  Upon  the  termination  of  Service  of any Participant on or
after his or her Retirement  Date or by reason of his or her death or Disability
("Terminated Participant"),  the Terminated Participant (or, in the event of the
Participant's  death,  his or her  Beneficiary)  shall be  entitled to an amount
equal  to  the  Terminated  Participant's  Account,   including  any  subsequent
contribution  allocated  to the  Terminated  Participant's  Account  pursuant to
Sections 6 or 7 with respect to the Plan Year in which the Participant's Service
is terminated.  The Participant's Account shall be distributable,  in accordance
with the methods and rules of  distribution  described in Section 11, as soon as
practicable following the Participant's termination of Service. The value of the
Participant's  Account shall be determined as of the Valuation  Date  coincident
with or  immediately  preceding the date of  distribution  of the  Participant's
Account.
         10.2  Participants' Right to Account Upon Other Termination of Service.
Upon  the  termination  of  Service  of  any  Participant  prior  to  his or her
Retirement  Date for any reason other than death or  Disability,  the Terminated
Participant  shall be entitled to receive an amount equal to the sum of (i) 100%
of the Participant's  Elective  Contribution  Subaccount,  Matching Contribution
Subaccount,  and Rollover  Contribution  Subaccount  and (ii) the  Participant's
Vested  Interest  in his or her  Profit  Sharing  Subaccount  and ESOP  Account,
including  the  Participant's  Vested  Interest in any  subsequent  contribution
allocated to the Participant's  Account pursuant to Sections 6 or 7 with respect
to  the  Plan  Year  in  which  the  Participant's   Service   terminated.   The
Participant's Account shall be distributable, in accordance with the methods and
rules of distribution  described in Section 11, as soon as practicable following
the Valuation  Date  immediately  following  the  Participant's  termination  of
Service.  The value of the  Participant's  Account shall be determined as of the
Valuation Date coincident with or immediately preceding the date of distribution
of the Participant's  Account. If such Terminated  Participant's Vested Interest
is less than 100 percent,  the non-vested balance of such  Participant's  Profit
Sharing Subaccount and ESOP Account shall be forfeited and reallocated  pursuant
to Section  4.5 as of the last day of the  earlier of (i) the Plan Year in which
the  Participant's  Account is  distributed,  or (ii) the Plan Year in which the
Participant incurs a Total Break in Service.
         10.3  Vesting  Schedule  for  Determining  Vested  Interests.  For  all
purposes  of this Plan,  a  Participant's  Vested  Interest in his or her Profit
Sharing  Subaccount  and ESOP  Account  shall  consist of (i) the  Participant's
percentage of his or her Profit  Sharing  Subaccount  and (ii) the percentage of
the  Participant's  ESOP Account,  both as determined from the following vesting
schedule  on the basis of the number of Years of Service  which the  Participant
has completed as of the date of the Participant's termination of Service.

                          VESTING SCHEDULE

        Years of Service                         Percentage
        ----------------                         ----------
        Less than three years                        0%
        Three years but less than four years        25%
        Four years but less than five years         50%
        Five years or more                         100%

         10.4  Breaks in Service. If a Participant's Service is terminated prior
to his or her Retirement Date for any reason other than the Participant's  death
or Disability prior to completing  three Years of Service,  and such Participant
incurs a Total Break in Service,  such Participant  shall not be entitled to any
benefit  attributable to amounts allocated to the  Participant's  Profit Sharing
Subaccount  or  ESOP  Account  prior  to  such  Total  Break  in  Service.  If a
Participant  returns to Service,  Years of Service  before such return  shall be
counted,  in addition to Years of Service  following such return, in determining
the  Participant's  Vested Interest in the amount credited to the  Participant's
Profit Sharing Subaccount or ESOP Account subsequent to the Participant's return
to Service.  If such Participant does not complete one Year of Service following
his or her  return,  then the  Participant  shall not be entitled to any further
benefit  under  the  Plan  and the  non-vested  balance  of any  Profit  Sharing
Contribution or ESOP Contributions  credited or recredited to such Participant's
Profit Sharing Subaccount or ESOP Account subsequent to the Participant's return
shall  be  forfeited   and   reallocated   pursuant  to  Section  4.5  upon  the
Participant's  termination of Service. All forfeitures shall occur in conformity
with the ordering rules of Section 54.4975-11(d) of the Regulations.
         10.5  Participant's  Right to  Restoration  of Account  Upon  Return to
Service.  If a  Terminated  Participant  who  had  a  vested  interest  in  such
Participant's Profit Sharing Subaccount or ESOP Account returns to Service prior
to incurring a Total Break in Service,  the non-vested balance of the Terminated
Participant's  Account,  if any,  forfeited  pursuant  to Section  10.2 shall be
recredited to such  Participant's  Account,  provided  that,  not later than the
fifth  anniversary of the first date on which the  Participant  is  subsequently
employed,  such Participant  repays the full amount of any distribution  made to
the  Participant  upon his or her prior  termination  of Service.  Any amount so
repaid,  together  with any  non-vested  portion of such  Participant's  Account
recredited  pursuant to this Section 10.5,  shall be invested in the Trust Fund.
If  such  Participant  fails  to make a  repayment  of any  distributed  amounts
pursuant to this Section  10.5,  the  non-vested  portion of such  Participant's
Account, if any, shall not be recredited.
         10.6  Participant's  Right to Account Upon Death After  Termination  of
Service.  Subject to the  provisions of Section 10, if a Terminated  Participant
dies before payment of the full value of his or her Account from the Trust Fund,
an amount equal to the current value of the unpaid portion of the  Participant's
Vested  Interest in his or her Account,  including any  subsequent  contribution
allocated to the Terminated  Participant's  Account  pursuant to Sections 6 or 7
with respect to the Plan Year in which the Participant's  Service is terminated,
shall be distributable, in accordance with the methods and rules of distribution
described  in Section 11, as soon as  practicable  following  the  Participant's
death.  The value of the  Participant's  Account  shall be  determined as of the
Valuation Date coincident with or immediately preceding the date of distribution
of the Participant's Account.
         10.7  Amendment of Vesting Schedule. If the vesting schedule  contained
in Section 10.3 is amended,  each  Participant  who has completed at least three
(3) Years of Service may elect,  during the  election  period  specified in this
Section, to have his or her vested percentage  determined without regard to such
amendment.  For purposes of this Section,  the election period shall begin as of
the date on which the amendment  changing the vesting  schedule is adopted,  and
shall end on the latest of the following  dates:  (i) the date  occurring  sixty
(60) days after the Plan amendment is adopted; (ii) the date which is sixty (60)
days after the day on which the Plan amendment becomes effective; (iii) the date
which is sixty (60) days after the day the  Participant is issued written notice
of the Plan  amendment  by the  Committee;  or (iv)  such  later  date as may be
specified by the Committee.  The election  provided for in this Section shall be
made in writing and shall be irrevocable when made.
         10.8  Distribution   Following  Attainment  of  Age  59-1/2  to  Former
Participants of The Hampton Pension  Services,  Inc. 401(k)  Retirement  Savings
Plan.  A  Participant  who was  employed by Hampton  Pension  Services,  Inc. on
November 6, 1995 shall be entitled to receive,  at any time  following  the date
such Participant attains age 59-1/2, a distribution of all or any portion of the
Participant's  Account,  to the extent  attributable  to any  amounts  that were
transferred  to the Plan from such  Participant's  former account in The Hampton
Pension Services, Inc. 401(k) Retirement Savings Plan.



<PAGE>


                    SECTION 11. METHOD OF PAYMENT OF ACCOUNTS
                                 AND WITHDRAWALS

         11.1  Methods of Payment. Any benefit payable under the Plan, except as
otherwise  provided  in Section  11.2  shall be  payable as soon as  practicable
following  the last day of the  calendar  month in which  falls a  Participant's
termination of Service (or other event requiring a distribution under the Plan),
in one lump sum payment from the Trust Fund,  provided that the  Participant may
elect to direct the Committee to directly  transfer all or any portion of his or
her  "eligible  rollover  distribution"  (as  defined in Section  11.8 below) to
another  tax-qualified  plan  pursuant  to  Section  401(a)(31)  of the Code.  A
Participant  who has no Vested  Interest in his or her  Account  upon his or her
termination  of Service will be deemed to have received a full  distribution  of
his or her Account as of such date.  A  Participant  who elects not to receive a
distribution  at the  time  set  forth  in the  first  sentence  may  receive  a
distribution at any time thereafter upon reasonable notice to the Plan.
               Subject  to  the  provisions  of Section 11.3 with respect to the
distribution  of  Shares,  any  distribution  hereunder  shall  be made in cash;
provided,  however, that pursuant to procedures adopted from time to time by the
Committee,  a  Participant  may elect to receive a  distribution  in the form of
shares  of  the  assets  in  which  such  Participant's   Account  was  invested
immediately  prior to the  distribution,  but only if such  distribution is made
directly to a rollover IRA established with the Employer as custodian.
         11.2  Commencement of Payment.  Notwithstanding  any other provision of
the Plan to the contrary,  (i) if a Participant  has a Vested Interest in his or
her Account with a value of $5,000 or less, it shall be  distributed in one lump
sum as  soon as is  administratively  feasible  following  the  last  day of the
calendar month in which such Participant's termination of employment occurs, and
(ii) if a Participant  has a Vested  Interest in his or her Account with a value
of more than $5,000, it shall not commence to be distributed without the consent
of the Participant before the Participant's Normal Retirement Date.
               In  the  absence  of  receipt of such  consent by the  Committee,
payment of the benefit to such Participant shall commence as soon as practicable
after the  Participant's  attainment of his or her Normal Retirement Date, which
benefit  shall  be  in an  amount  equal  to  the  value  of  the  Participant's
distributable  Account as of the Valuation Date  coincident  with or immediately
following the Participant's  attainment of his or her Normal Retirement Date. In
any case where  distribution of any benefit amount from the  Participant's  Cash
Contribution Account is to be deferred, the Committee shall either (i) establish
or cause to be  established  a special  account  for the  benefit  of the former
Participant,  to be  invested  by the  Trustee  in a  fixed  investment  account
established by the Trustee or (ii) cause all amounts in the  Participant's  Cash
Contribution  Account  deferred  by  the  Participant  to  be  invested  at  the
Participant's  election  in the same  manner  as the  normal  Cash  Contribution
Accounts maintained for Participants under to the Plan.
         11.3  Special Rules For Distribution of Shares.
               (a)  Distribution of a Participant's  Vested Interest from his or
her Account  which is invested in Shares will be made  entirely in whole Shares,
with the value of any fractional interest in Shares paid in cash; provided, that
pursuant to procedures adopted from time to time by the Committee, a Participant
may elect to receive such  distribution  in the form of cash.  Any cash or other
property in a Participant's ESOP Account will be used by the Purchasing Agent to
acquire Shares,  valued as of the last day of the calendar month in which occurs
(i) the  Participant's  election to receive a distribution of his or her Account
pursuant to Section 11.1, (ii) the Participant's  termination of Service, in the
case of a distribution  pursuant to Section 11.2(i),  or (iii) the Participant's
Normal Retirement Date (or the Participant's death, if earlier),  in the case of
a  distribution  pursuant  to Section  11.2(ii) to a  Participant  who failed to
consent to a distribution prior to his or her Normal Retirement Date (the "Share
Conversion  Date").  Notwithstanding  the  foregoing,  if  applicable  corporate
charter or bylaw provisions  restrict ownership of substantially all outstanding
Shares to  Employees or to a plan or trust  described  in Section  401(a) of the
Code,  then  any  distribution  of  a  Participant's   Vested  Interest  in  the
Participant's  ESOP Account shall be in cash.  When a  distribution  consists in
whole or in part of Shares,  and if such Shares  consists of more than one class
of securities,  the  distribution of such Shares shall consist of  substantially
the same  proportion  of each such  class of Shares  as such  classes  of Shares
represent  proportions  of the  Participant's  Account.  If the record  date for
dividends payable with respect to Shares  distributable to a Participant  occurs
following the Share  Conversion  Date,  such  dividends  shall not be considered
attributable to such Shares, but shall be considered as earnings of the Fund and
allocated among Participants' Accounts pursuant to Section 8.6(b).
               (b) Notwithstanding  anything  in  Section  11  to the  contrary,
in the discretion of the Committee, Section 11.1 may not apply to Shares held in
a  Participant's  ESOP  Account  until  the  close of the Plan Year in which any
Exempt Loan used to acquire such Shares is repaid in full.
               (c) If  at  the time of  distribution,  Shares  distributed  from
the Trust Fund that were  acquired  with the  proceeds of an Exempt Loan are not
treated as "readily  tradable on an  established  market"  within the meaning of
Section  409(h) of the Code and  Regulations,  such Shares shall be subject to a
put option in the hands of a Qualified Holder by which such Qualified Holder may
sell all or any part of such  Shares to the Trust.  Should the Trust  decline to
purchase  all or any part of such  Shares,  the Employer  shall  purchase  those
Shares that the Trust  declines to purchase.  The put option shall be subject to
the following conditions:
                   (i)   The term "Qualified Holder" shall mean the  Participant
or Beneficiary  receiving the  distribution  of such Shares,  any other party to
whom the Shares are transferred by gift or reason of death, or any trustee of an
individual  retirement  account (as defined under Code Section 408) to which all
or any portion of the distributed  Shares is transferred  pursuant to a tax-free
"rollover"  transaction  satisfying the  requirements of Sections 402 and 408 of
the Code.
                   (ii)  During the  60-day  period  following any  distribution
of such Shares,  a Qualified Holder shall have the right to require the Trust or
the Employer to purchase all or a portion of the distributed  Shares held by the
Qualified  Holder.  The  purchase  price to be paid for any such Shares shall be
their fair market value  determined as of the Valuation Date  coinciding with or
immediately  preceding  the  exercise  of the  put  option  under  this  Section
11.3(c)(ii),  provided that in the case of a transaction  between the Plan and a
"disqualified person" within the meaning of Section 4975(e)(2) of the Code, such
fair market value shall be determined as of the date of the transaction.
                   (iii) If a Qualified  Holder shall fail to exercise  such put
option, the put option shall temporarily lapse upon the expiration of the 60-day
period. As soon as practicable  following the last day of the Plan Year in which
the 60-day option period  expires,  the Employer  shall notify the  non-electing
Qualified Holder (if he or she is then a shareholder of record) of the valuation
of the Shares as of that date.  During the 60-day period  immediately  following
receipt of such  valuation  notice,  the  Qualified  Holder shall again have the
right to require the Employer to purchase all or any portion of the  distributed
Shares.  The purchase  price to be paid therefor shall be based on the valuation
of the Shares as of the Valuation Date coinciding with or immediately  preceding
the exercise of the option under this Section 11.3(c)(iii), provided that in the
case of a transaction  between the Plan and a  "disqualified  person" within the
meaning of Section  4975(e)(2)  of the Code,  such fair  market  value  shall be
determined as of the date of the transaction.
                   (iv)  The foregoing put options under Section 11.3(c)(ii) and
(iii)  hereof  shall be  effective  solely  against the  Employer  and shall not
obligate the Plan or Trust in any manner.
                   (v)   Except as otherwise  required or permitted by the Code,
the put options under this Section  11.3(c) shall  satisfy the  requirements  of
Section  54.4975-7(b)  of the Treasury  Regulations to the extent,  if any, that
such requirements apply to such put options.
                   If  a  Qualified  Holder  exercises  a  put option under this
Section  11.3(c),  payment for the Shares shall be made in  substantially  equal
annual  payments  over a period  beginning  not  later  than 30 days  after  the
exercise of the put option and not exceeding five years  (provided that adequate
security and reasonable interest are provided with respect to unpaid amounts).
                   Except  as  provided  in  this  Section 11.3(c) or in Section
11.2, no shares acquired with the proceeds of an Exempt Loan may be subject to a
put, call or other option,  or buy-sell or similar  arrangement while held by or
distributed  from the Plan. The rights and protections set forth in this Section
11.3(c) shall be non-terminable.
         11.4  Payments to Surviving Spouse or Beneficiary.  If a Participant or
former Participant dies before the commencement of his or her benefits under the
Plan, such Participant's or former  Participant's  Vested Interest in his or her
Account is payable in full to his or her Surviving  Spouse.  If such Participant
has no  Surviving  Spouse,  he or she may  designate a  Beneficiary  pursuant to
Section  14. A  Participant  may with the  written  consent of his or her spouse
elect to designate a Beneficiary other than or in addition to his or her spouse.
The written  consent of the spouse must  acknowledge the effect of such election
and must be witnessed by a  representative  of the Plan or a notary public.  Any
such election may not be changed  without spousal  consent.  Such an election or
revocation  must be made in  accordance  with the  procedures  developed  by the
Committee in accordance with the Code and Regulations.
         11.5 Latest Date for Commencement of Benefits.
              (a)  Payments  will  commence no later than 60 days  following the
latest of the close of the Plan Year in which:
                   (i)   the  Participant  attains  his or her Normal Retirement
Date,
                   (ii)  occurs  the 10th  anniversary  of the year in which the
Participant commenced participation in the Plan, or
                   (iii) the Participant  terminates his or her Service with the
Employer.
              (b)  Notwithstanding the provisions of the foregoing sentence,  if
the amount  payable  cannot be  ascertained,  or,  subject to the  provisions of
Section 20.6, the  Participant  cannot be located after  reasonable  efforts,  a
payment  retroactive to the date determined under the foregoing  sentence may be
made not later than 60 days after the earliest  date on which the amount of such
payment can be ascertained  under the Plan or the date on which the  Participant
is located (whichever is applicable).
              (c)  Notwithstanding  any  other  provision  of the Plan, benefits
payable to a Participant who is a five percent (5%) owner, as defined in Section
416 of the Code with  respect to the Plan Year  ending in the  calendar  year in
which the Participant attains age 70 1/2, shall commence no later than April 1st
of the  calendar  year  following  the calendar  year in which such  Participant
attains age 70 1/2. Commencing July 1, 1997, to the extent permitted by the Code
and Regulations,  Participants who are not five percent (5%) owners may elect to
commence  distribution  of their  benefits  on April  1st of the  calendar  year
following the later of the calendar year in which such  Participant  attains age
70  1/2  or the  calendar  year  following  the  calendar  year  in  which  such
Participant retires.
              (d)  If  a  Participant  dies  before  benefits   have  commenced,
distributions  to any Surviving  Spouse or Beneficiary  shall be made as soon as
administratively   feasible,   but  not  later  than  five   years   after  such
Participant's  death.  In the event that  payment  is made to the  Participant's
Surviving Spouse,  such  distribution  shall not commence later than the date on
which such Participant  would have had to commence  distributions  under Section
401(a)(9)  of the Code (or,  in either  case,  on any later date  prescribed  by
Regulations).   If  the   Participant's   Surviving   Spouse   dies  after  such
Participant's  death but  before  distribution  has been made to such  Surviving
Spouse,  the Section 11.5(d) shall be applied to require payment of any benefits
as if such Surviving Spouse were the Participant.
              (e)  Pursuant to Regulations, any benefit paid to a child shall be
treated as if paid to a  Participant's  Surviving  Spouse if such  amount  would
become payable to such Surviving Spouse on the child's  attaining  majority,  or
other designated event permitted by Regulations.
         11.6  Redirection of Investment of ESOP Account.
               (a) Upon  both  attaining  age 50  and  completing  five Years of
Service,  a Participant shall be permitted to direct the Plan to transfer all or
any portion of the Vested  Interest  in the  Participant's  ESOP  Account to the
Participant's Cash Contribution Account.
               (b) In addition,  effective as of May 1, 1999, upon completing
the number of Years of Service indicated in the table below, a Participant shall
be permitted to direct the Plan to transfer the  percentage  indicated  below of
the Vested Interest in the Participant's  ESOP Account to the Participant's Cash
Contribution Account.

                  Years of Service                   Percentage
                  ----------------                   ----------
                  5                                  50
                  10                                 75
                  15                                 100


               (c) Any  directions  pursuant to  this Section 11.6 shall be made
pursuant to rules prescribed by the Committee, and shall be effective as soon as
administratively  feasible,  but not  later  than 30 days from the date on which
such direction is given.  Any directions given pursuant to subsection (b) hereof
may be given not more than once per Plan  Year.  For  purposes  of this  Section
11.6,  the  number of the  Participant's  Years of Service  shall be  determined
without regard to Hours of Service,  and shall be based on periods of continuous
service from the date the Participant commenced employment with the Company.
               (d) In  the  event  that  the   Participant's  Account  does  not
provide  at  least  three  investment  options  to the  Participant  other  than
investment in Shares, the Committee shall provide diversification options to any
Participant  required to be given such  diversification  options  under  Section
401(a)(28)(B) of the Code in a manner consistent with the Code.  Notwithstanding
the foregoing,  the ability to make transfers may be restricted by the Committee
to the extent  necessary to comply with any applicable  federal  securities laws
(including Rule 144); provided, however, that in no event shall a Participant be
prevented  from   transferring  any  amount  necessary  in  order  to  meet  the
diversification requirements set forth in Section 401(a)(28)(B) of the Code.
         11.7  Hardship Withdrawals.
               (a) A Participant who is an Employee may elect to withdraw all or
any  portion  of the Vested  Interest  in his or her Cash  Contribution  Account
attributable to Elective  Contributions  (but excluding any earnings on Elective
Contributions  accruing after December 31, 1988),  Profit Sharing  Contributions
(if, and only if, the withdrawal is occasioned by a life threatening  illness to
the  Participant)  by giving written notice thereof to the Committee  specifying
such date,  which shall not be less than 30 days  following the date such notice
is given  to the  Committee.  Such  notice  shall  designate  that the  hardship
withdrawal shall be withdrawn from the investment funds in which the Participant
has directed investment of the Participant's Cash Contribution Account.
               (b) The Committee may authorize a hardship  withdrawal  only for:
                   (i)   medical expenses described in  Section  213(d)  of  the
Code incurred or immediately anticipated by the Participant,  the  Participant's
spouse,  or  any  dependents  of  the  Participant (as defined in Section 152 of
the Code);
                   (ii)  the  purchase  (excluding  mortgage  payments)  of   a
principal residence of the Participant;
                   (iii) the payment of tuition and related  educational
fees for the next 12 months of  post-secondary  education for the Participant or
the Participant's spouse, children, or dependents; or
                   (iv)  the need  to prevent  the  eviction of the  Participant
from the Participant's principal residence or foreclosure on the mortgage of the
Participant's principal residence.
              (c)  A  hardship  withdrawal  may be authorized only to the extent
necessary to satisfy the hardship. A distribution will be deemed to be necessary
to satisfy the hardship only if the  distribution is not in excess of the amount
of  the  immediate  and  heavy  financial  need  of  the  Participant  and  such
Participant's  tax obligations as a result of such distribution and the Employee
certifies  in writing  that such a hardship  exists  (and the  Committee  has no
knowledge  to the  contrary);  provided  that  the  Committee  may set  stricter
standards  for making  such  determination  on a  nondiscriminatory  basis;  and
provided  further that the Participant must obtain the written consent of his or
her spouse to the extent  required by law.  The  Committee's  decision  shall be
final and binding on the Participant.
              (d)  In  the  event  that a Participant's  Vested Interest is less
than 100% at the time of making a withdrawal from his Profit Sharing  Subaccount
pursuant to Section  11.7(a),  the  Participant's  Vested Interest in his or her
Profit Sharing  Subaccount at any relevant time thereafter  shall be equal to an
amount ("X")  determined by the following  formula:  X = P [AB + (R x D)] - (R x
D). For purposes of applying the formula: P is the Participant's Vested Interest
at the relevant  time,  AB is the balance of the  Participant's  Profit  Sharing
Subaccount at the relevant time; D is the amount  distributed to the Participant
pursuant  to Section  11.7(a);  and R is the ratio of the  Participant's  Profit
Sharing  Subaccount  balance at the relevant  time to the  Participant's  Profit
Sharing  Subaccount  balance  immediately  after the  distribution  pursuant  to
Section 11.7(a).
         11.8  Direct Rollovers to Another Qualified Plan or IRA.
               (a) This Section 11.8 applies to distributions  made on or  after
January 1, 1993.  Notwithstanding any provision of the Plan to the contrary that
would  otherwise  limit a  distributee's  election  under this  Section  11.8, a
distributee  may  elect,  at  the  time  and  in the  manner  prescribed  by the
Committee,  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) An eligible rollover distribution is any distribution of  all
or any portion of the balance to the credit of the  distributee,  except that an
eligible rollover distribution does not include: any distribution that is one of
a series of  substantially  equal periodic  payments (not less  frequently  than
annually) made for the life (or life expectancy) of the distributee or the joint
lives (or joint life  expectancies)  of the  distributee  and the  distributee's
designated  Beneficiary,  or for a  specified  period of ten years or more;  any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code; and the portion of any distribution that is not includable in gross
income   (determined   without  regard  to  the  exclusion  for  net  unrealized
appreciation with respect to employer securities).
               (c) 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) 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,  as defined in
Section 414(p) of the Code, are distributees  with regard to the interest of the
Surviving Spouse, spouse or former spouse.
               (e) A  direct  rollover  is a payment by the Plan to the eligible
retirement plan specified by the distributee.
               (f) 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 Regulations is given,
provided that:
                   (1)  the  Committee  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.
         11.9  Certain  Securities Law  Restrictions. Any distribution of Shares
pursuant to this Section 11 shall be subject to all applicable  laws,  rules and
regulations and to such approvals by stock exchanges or governmental agencies as
may  be  deemed  necessary  or  appropriate  by the  Board  of  Directors.  Each
distributee may be required to give the Employer a written  representation  that
such  distributee  will not be  involved  in a  violation  of  state or  federal
securities laws,  including the Securities Act of 1933, as amended;  the form of
such written representation will be prescribed by the Board of Directors.
         11.10  Participant Loans.
               (a) Upon  a  Participant's  written  request  the  Committee  may
direct the Trustee to make a loan to such  Participant  from such  Participant's
Account.  Loans  to  Participants  pursuant  to  this  Section  11.10  shall  be
administered by the Committee and shall be subject to a Participant  Loan Policy
and such other  procedures as may be adopted from time to time by the Committee.
The Company shall not have the  discretion to refuse a loan request,  so long as
the terms of the loan comply with the requirements of this Section 11.10 and the
Participant  Loan  Policy.  The  terms of the loan  shall be  determined  by the
Committee,  subject  to the  limits  set  forth in this  Section,  and  shall be
evidenced  by the  Participant's  promissory  note.  Loans  shall  be  held in a
segregated   Account  of  the  Trust.  An  Employee  who  has  made  a  Rollover
Contribution  shall be  considered a  Participant  for purposes of this Section,
even if such Employee has not yet become a Participant pursuant to Section 3.
               (b) The  aggregate   outstanding  balance   of  all  loans  to  a
Participant  from this  Plan and all other  qualified  plans  maintained  by the
Employer,  when added to any principal  repayments on any participant loans made
within the twelve-month period preceding the date on which the loan is made, may
not exceed the lesser of (i)  $50,000 or (ii) 50% of the vested  interest in the
Participant's Account as of the day of making the loan.
               (c) Principal  and  interest  shall be repaid in level,  periodic
installments  by payroll  deductions  not less  frequent than  quarterly  over a
definite period of time not to exceed five (5) years, provided, however, that in
the case of a loan the proceeds of which are used by the  Participant to acquire
a principal  residence  of the  Participant,  the loan may be  repayable  over a
reasonable  period  of time in excess  of five (5)  years as  determined  by the
Committee.
               (d) All  loans  shall  be secured by a lien on the  Participant's
interest in the trust. The amount of the loan may not exceed fifty percent (50%)
of the value of the Participant's vested Account balance at the time the loan is
made.  The Committee may determine  that any  distribution  made pursuant to the
Plan shall be reduced by an amount up to the outstanding  principal and interest
balance of the loan.
               (e) Any  loan  made  pursuant  to  this  Section  11.10  must not
constitute a prohibited transaction as defined in Section 4975 of the Code.
               (f) Loan repayments will be suspended under the Plan as permitted
under Section  414(u)(4) of the Code.



<PAGE>

                    SECTION 12. MAXIMUM AMOUNT OF ALLOCATION

         12.1  Section 415  Limitations.  Annual  additions  to a  Participant's
Account with respect to any Plan Year may not exceed the  limitations  set forth
in Section 415 of the Code,  which are  incorporated  herein by  reference.  For
these  purposes,  (i)  "annual  additions"  shall have the  meaning set forth in
Section  415(c)(2)  of the  Code,  as  modified  elsewhere  in the  Code and the
Regulations,  (ii) the limitation year shall mean the Plan Year unless any other
twelve  consecutive month period is designated  pursuant to a written resolution
adopted by the Employer,  (iii) "compensation" shall have the meaning elected by
the  Employer  pursuant  to  Section  415(c)(3)  of the Code,  and (iv)  "annual
additions" shall include annual  additions under all other defined  contribution
plans maintained by the Employer or any Affiliated Employer.  Effective for Plan
Years  beginning on or after January 1, 1998,  "compensation"  shall be computed
without reduction for a Participant's elective deferrals under Section 402(g)(3)
of the Code or for  contributions  made by the Employer or the Participant under
Section 125 of the Code. If the  requirements  of Section  7.5(a) are satisfied,
the term  "annual  additions"  shall not  include  any  amounts  credited to the
Participant's  Account (i) resulting  from rollover  contributions,  (ii) due to
Participating  Employer contributions relating to interest payments on an Exempt
Loan deductible under Section 404(a)(9)(B) of the Code, or (iii) attributable to
a forfeiture of Shares acquired with the proceeds of an Exempt Loan.
         Effective for limitation  years commencing prior to January 1, 1999, if
a  Participant  in the Plan also  participates  in any defined  benefit plan (as
defined in Sections 414(j) and 415(k) of the Code) maintained by the Employer or
any  Affiliated  Employer,  in the  event  that in any Plan  Year the sum of the
Participant's  Defined Benefit Fraction (as defined in Section  415(e)(2) of the
Code) and the Participant's Defined Contribution Fraction (as defined in Section
415(e)(3) of the Code) exceed 1.0, the benefit  under such defined  benefit plan
or plans  shall be reduced in  accordance  with the  provisions  of that plan or
those plans,  so that the sum of such fractions with respect to the  Participant
will not exceed 1.0. If this  reduction  does not ensure that the limitation set
forth in Section 12.1 is not exceeded,  then the annual  addition to any defined
contribution  plan, other than the Plan, shall be reduced in accordance with the
provisions  of that plan but only to the extent  necessary  to ensure  that such
limitation is not exceeded.
         12.2  Refund or Forfeiture of Amounts in Excess of Section 415 Limits.
               (a) In  the  event   that   amounts  which   would  otherwise  be
allocated to a Participant's Account under the Plan must be reduced by reason of
the  limitations  of  Section  12.1,  then such  reduction  shall be made in the
following order or priority, but only to the extent necessary:
                   (i)   first the  Participant's  Profit Sharing  Contributions
shall be forfeited and reallocated pursuant to this Section 12.2; and then
                   (ii)  the  Participant's  Matching  Contributions  shall   be
forfeited and reallocated pursuant to this Section 12.2; and then
                   (iii) the  Participant's  Elective  Contributions  shall   be
refunded to the Participant; and then
                   (iv)  Shares   allocated  to   the   Participant's    Account
attributable to ESOP Contributions  shall be forfeited and reallocated  pursuant
to this Section 12.2.
               (b) Forfeitures  arising  under  the  Plan  and allocable to such
Participant in respect of such Plan Year shall be reallocated to the Accounts of
other  Participants  as of the end of the Plan Year for which such  reduction is
made in the manner provided under Section 4.5 above.
               (c) If,  with  respect  to  any  Plan  Year,  there  is an excess
contribution on account of the  limitations  contained in this Section 12.2, and
such excess cannot be fully allocated in accordance with Section 12.2(b) because
of the  limitations  prescribed  in this  Section  12, the amount of such excess
which  cannot be so  allocated  shall be held in suspense  and  allocated in the
succeeding Plan Year prior to any other  contributions  by the Employer for such
Plan Year.


<PAGE>

                SECTION 13. VOTING AND TENDER OR EXCHANGE RIGHTS

         13.1  Voting and Tender or  Exchange  of Shares in  General.  Except as
otherwise  required  by the Act,  the Code and the  Regulations,  all voting and
tender or exchange  rights of Shares  held in  Participants'  Accounts  shall be
exercised by the Purchasing  Agent only as directed by the Participants or their
Beneficiaries or as otherwise provided in accordance with the provisions of this
Section 13.
         13.2  Voting of Allocated Shares.
               (a) If   any  Participating   Employer  has  a  registration-type
class  of  securities  (as  defined  in  Section  409(e)(4)  of the  Code or any
successor  statute  thereto),  then,  with  respect  to  all  corporate  matters
submitted to shareholders, all Shares (including fractional interests in Shares)
allocated  and  credited  to the  Accounts  of  Participants  shall  be voted in
accordance  with the directions of such  Participants as given to the Purchasing
Agent;  provided  that (i) with  regard to Shares  allocated  to ESOP  Accounts,
allocated  Shares for which no directions are received by the  Purchasing  Agent
shall be voted in the same proportion as allocated  Shares for which  directions
are received are voted pursuant to this Section 13.2, and (ii) Shares  allocated
to Accounts other than ESOP Accounts for which no directions are received by the
Purchasing Agent shall not be voted.
               (b) If no Participating  Employer  has  a registration-type class
of  securities  (as defined in Section  409(e)(4)  of the Code or any  successor
statute  thereto),  then, only with respect to corporate  matters  relating to a
corporate   merger   or   consolidation,   recapitalization,   reclassification,
liquidation,  dissolution,  sale of  substantially  all  assets  of a  trade  or
business, or such other similar transaction that Regulations require, all Shares
allocated  and  credited  to the  Accounts  of  Participants  shall  be voted in
accordance  with the directions of such  Participants as given to the Purchasing
Agent;  provided  that (i) with respect to Shares  allocated  to ESOP  Accounts,
allocated  Shares for which no directions are received by the  Purchasing  Agent
shall be voted in the same proportion as allocated  Shares for which  directions
are received are voted pursuant to this Section 13.2, and (ii) Shares  allocated
to Accounts other than ESOP Accounts for which no directions are received by the
Purchasing Agent shall not be voted.
         13.3  Mechanics of Voting Allocated Shares.If Participants are entitled
under Section 13.2 to direct the vote with respect to allocated Shares, then, at
least 30 days  before  each  annual  or  special  shareholders'  meeting  of the
Employer (or, if such  schedule  cannot be met, as early as  practicable  before
such meeting), the Committee shall cause each Participant to be furnished with a
copy of the proxy solicitation material sent generally to shareholders, together
with a form requesting confidential  instructions concerning the manner in which
the Shares allocated to such Participant's  Account are to be voted. Upon timely
receipt of such  instructions,  the Purchasing  Agent (after  combining votes of
fractional   Shares  to  give  effect  to  the  greatest   extent   possible  to
Participants'   instructions)   shall  vote  the  Shares  as   instructed.   The
instructions  received by the Purchasing  Agent from each  Participant  shall be
held by the Purchasing  Agent in strict  confidence and shall not be divulged or
released to any person, including, without limitation, any officers or Employees
of any  Participating  Employer,  or of any other  Employer.  The  Trustee,  the
Employer,  the Purchasing Agent and the Committee shall not make recommendations
to Participants concerning whether to vote or how to vote.
         13.4  Voting of Unallocated  Shares. With respect to unallocated Shares
held in the Trust Fund,  absent specific  instructions from the Trustee or other
fiduciary pursuant to the Trust Agreement,  the Purchasing Agent shall vote such
Shares in the same  proportion  as Shares are voted  pursuant  to Section  13.2;
provided that the Purchasing Agent shall follow any directions of the Trustee or
any other  fiduciary  authorized  to instruct  the Trustee  with  respect to the
voting of such unallocated Shares under the Trust Agreement.
         13.5  Tender  or  Exchange  of  Allocated  Shares.  The Committee shall
notify each  Participant  of each  tender or  exchange  offer for the Shares and
utilize  its best  efforts  to  distribute  or cause to be  distributed  to each
Participant in a timely manner all  information  distributed to  shareholders of
the  Employer  in  connection  with any such  tender  or  exchange  offer.  Each
Participant  shall have the right  from time to time with  respect to the Shares
allocated  to the  Participant's  Account to instruct  the  Purchasing  Agent in
writing as to the manner in which to  respond  to any tender or  exchange  offer
which  shall be pending or which may be made in the future for all Shares or any
portion  thereof.  A  Participant's  instructions  shall  remain in force  until
superseded by the  Participant.  The  Purchasing  Agent shall tender or exchange
whole Shares only as and to the extent so instructed.  If the  Purchasing  Agent
does not  receive  instructions  from a  Participant  regarding  any  tender  or
exchange offer for Shares, the Purchasing Agent shall have no discretion in such
matter and shall not tender or exchange any such Shares in response thereto. For
purposes of responding to such tender or exchange offers, each Participant shall
be the "named  fiduciary"  with  respect to such Shares  allocated to his or her
Account.  Unless and until  Shares are  tendered or  exchanged,  the  individual
instructions received by the Purchasing Agent from Participants shall be held by
the Purchasing Agent in strict  confidence and shall not be divulged or released
to any person, including,  without limitation,  any officers or Employees of any
Participating  Employer, or of any other Employer;  provided,  however, that the
Purchasing  Agent shall advise the Employer,  at any time upon  request,  of the
total number of Shares not subject to instructions to tender or exchange.
         13.6  Tender  or Exchange of  Unallocated   Shares.   Absent   specific
instructions  from  the  Trustee  or  other  fiduciary  pursuant  to  the  Trust
Agreement,  the  Purchasing  Agent shall tender  unallocated  Shares held in the
Trust Fund in proportion to the ratio that (A) the number of Shares with respect
to which  Participant  instructions  favor of the tender or  exchange  have been
received  bears to (b) the number of Shares  with  respect to which  Participant
instructions for or against the tender or exchange have been received;  provided
that the  Purchasing  Agent shall  follow any  directions  of the Trustee or any
other fiduciary authorized to instruct the Trustee with respect to the tender or
exchange of unallocated Shares under the Trust Agreement.
         13.7  Voting  of  Deceased  Participant's  Shares.  If this  Section 13
applies to Shares  allocated  to the  Account of a  deceased  Participant,  such
Participant's  Beneficiary  shall be  entitled  to direct the manner in which to
respond  to any  tender  or  exchange  offer  as if such  Beneficiary  were  the
Participant.


<PAGE>


                    SECTION 14. DESIGNATION OF BENEFICIARIES

         14.1  Designation of Beneficiary. Each Participant  shall file with the
Committee a written  designation of one or more persons as the  Beneficiary  who
shall be entitled to receive the amount, if any, payable under the Plan upon his
or her death.  A  Participant  may from time to time revoke or change his or her
Beneficiary designation without the consent of any prior Beneficiary by filing a
new designation with the Committee.  The last such  designation  received by the
Committee  shall be controlling;  provided,  however,  that no  designation,  or
change  or  revocation  thereof,  shall  be  effective  unless  received  by the
Committee  prior  to the  Participant's  death,  and  in no  event  shall  it be
effective  as of a date  prior  to such  receipt.  A  Participant's  Beneficiary
designation  shall not be effective to the extent that payments to the Surviving
Spouse  are  required  pursuant  to  Section  11,  and in no  event  shall it be
effective as of a date prior to such receipt.
         14.2  Failure  to  Designate  Beneficiary.   If   no  such  Beneficiary
designation  is in  effect  at  the  time  of a  Participant's  death,  or if no
designated  Beneficiary survives the Participant,  the payment of the amount, if
any,  payable  under  the  Plan  upon  his or her  death  shall  be  made to the
Participant's  Surviving  Spouse, if any; or if the Participant has no Surviving
Spouse, then to the Participant's  children,  if any, in equal shares; or if the
Participant  has no children,  to the  Participant's  parents,  if any, in equal
shares; or if the Participant has no parents, to the Participant's  brothers and
sisters, if any, in equal shares. If the Participant has no brothers or sisters,
payment shall be made to the Participant's  estate. If the Committee is in doubt
as to the right of any person to receive such amount,  the  Committee may direct
the Trustee to retain such amount,  without  liability for any interest thereon,
until the rights thereto are determined, or the Committee may direct the Trustee
to pay such amount into any court of appropriate  jurisdiction  and such payment
shall be a complete  discharge  of the  liability of the Plan and the Trust Fund
therefor.


<PAGE>


                     SECTION 15. ADMINISTRATION OF THE PLAN

         15.1  The  Committee.  The Committee shall have general  responsibility
for  the  administration,  interpretation  and  construction  of the  Plan.  The
Committee shall be responsible for  establishing  and maintaining  Plan records,
including  responsibility for compliance with the Actual Deferral Percentage and
Actual Contribution  Percentage tests described in Sections 4.6 and 5.3, and the
Committee  shall be responsible  for complying with the reporting and disclosure
requirements  of the Act. The Committee  shall report to the Board of Directors,
or to a  committee  of the  Board of  Directors  designated  for  that  purpose,
periodically  as shall be specified by the Board of Directors or such designated
committee,  with  regard to the matters  for which it is  responsible  under the
Plan.
         15.2  The Trustee.  Except as otherwise provided in the Trust Agreement
or the Plan, the Trustee may act only as directed by the Committee, the Employer
or any other party, as applicable.  The Trustee shall have responsibility  under
the Plan for the management and control of the assets of the Plan. The Committee
shall  periodically  review the  performance  and  methods of the  Trustee.  The
Employer or the Committee shall have the power to appoint,  remove or change the
Trustee  and, to the extent that the Trust Fund is invested in assets other than
Shares,  shall  have the  power to  appoint  or  remove  one or more  investment
advisers  and to delegate to such adviser  authority  and  discretion  to manage
(including the power to acquire and dispose of) the assets of the Plan, provided
that (i) such adviser with such authority and discretion  shall be either a bank
or a registered  investment  adviser under the Investment  Advisers Act of 1940,
and shall acknowledge in writing that it is a fiduciary with respect to the Plan
and (ii) the Committee shall periodically review the investment  performance and
methods of each  adviser(s)  with such authority and  discretion.  The Committee
shall  establish  investment  standards and policies and communicate the same to
the Trustee.  If annuities  are to be purchased  under the Plan,  the  Committee
shall   determine  what  contracts   should  be  made  available  to  terminated
Participants or purchased by the Trust Fund.
         15.3  Committee's Responsibility for  Entering  into  Exempt  Loans and
Valuation of Shares.  The Committee shall have  responsibility for directing the
Trustee as to whether  and under what terms it shall  enter into an Exempt  Loan
and for  directing  the  Purchasing  Agent whether and under what terms it shall
purchase or otherwise dispose of Shares. In the event that there is no generally
recognized  market for Shares,  the Committee  shall be the named fiduciary with
responsibility  for determining  the fair market value of the Shares,  provided,
that any such determination shall be in accordance with applicable  Regulations,
if any,  and the  Committee  shall,  in  making  such  determination,  retain an
independent  appraiser  to make such  valuation  on behalf of the  Committee  in
accordance with Section 7.9.
         15.4  Committee's Power to Engage Outside  Experts.  The  Committee may
arrange for the  engagement  of such legal  counsel,  who may be counsel for the
Employer,  and make use of such agents and  clerical or other  personnel as they
each shall require or may deem advisable for purposes of the Plan. The Committee
may rely upon the written opinion of such counsel and the accountants engaged by
the Committee and may delegate to any such agent of said Committee its authority
to perform  any act  hereunder,  including  without  limitation,  those  matters
involving the exercise of  discretion,  provided that such  delegation  shall be
subject to  revocation  at any time at the  discretion  of said  Committee.  The
Committee shall engage such certified public accountants, who may be accountants
for the Employer,  as it shall require or may deem advisable for purposes of the
Plan.
         15.5  Composition of Committee. The Committee shall consist of at least
three members, each of whom shall be appointed by, shall remain in office at the
will of, and may be removed,  with or without cause,  by the Board of Directors.
Any member of said Committee may resign at any time. No member of said Committee
shall be entitled to act on or decide any matter  relating  solely to himself or
any of his or her  rights  or  benefits  under  the  Plan.  The  members  of the
Committee  shall not  receive  any  special  compensation  for  serving in their
capacities  as  members  of such  Committee  but  shall  be  reimbursed  for any
reasonable  expenses  incurred  in  connection  therewith.  Except as  otherwise
required by the Act, no bond or other security need be required of the Committee
or any member thereof in any jurisdiction.  Any member of the Committee,  or any
agent to whom said Committee  delegates any  authority,  and any other person or
group of  persons,  may serve in more  than one  fiduciary  capacity  (including
service both as a Trustee and administrator) with respect to the Plan.
         15.6  Actions  of Committee. The Committee shall elect or designate its
own  chairman,  establish  its own  procedures  and the time and  place  for its
meetings and provide for the keeping of minutes of all  meetings.  A majority of
the members of the Committee  shall  constitute a quorum for the  transaction of
business at a meeting of the Committee. Any action of the Committee may be taken
upon the  affirmative  vote of a majority of the members of the  Committee  at a
meeting  or, at the  direction  of its  Chairman,  without a  meeting,  by mail,
telephone or  facsimile,  provided  that all of the members of the Committee are
informed by mail or  telephone of their right to vote on the proposal and of the
outcome of the vote thereon.
         15.7  Disbursement of Plan Funds. The Committee  shall cause to be kept
full and accurate  accounts of receipts  and  disbursements  of the Plan,  shall
cause to be  deposited  all funds of the Plan to the name and credit of the Plan
in such  depositories  as may be designated by the Committee,  shall cause to be
disbursed  the monies and funds of the Plan when so  authorized by the Committee
and shall  generally  perform  such other duties as may be assigned to them from
time to time by the Committee.
         15.8  Application  for  Benefits.   Each  Participant  or   Beneficiary
believing  himself  eligible  for  benefits  under the Plan shall apply for such
benefits by completing and filing with the Committee an application for benefits
on a form supplied by the Committee.  Before the date on which benefit  payments
commence,  each such  application must be supported by such information and data
as the Committee deems relevant and appropriate. Evidence of age, marital status
(and, in the appropriate instances, health, death or disability) and location of
residence  shall be  required of all  applicants  for  benefits.  All claims for
benefits under the Plan shall, within a reasonable period of time, be decided by
one or more persons designated in writing by the chairman of the Committee.
         15.9  Denied  Claims  for  Benefits.  In  the  event that any claim for
benefits is denied in whole or in part, the  Participant  or  Beneficiary  whose
claim has been so denied  shall be  notified  of such  denial in  writing by the
Committee. The notice advising of the denial shall specify the reason or reasons
for denial,  make specific reference to pertinent Plan provisions,  describe any
additional  material or  information  necessary  for the claimant to perfect the
claim  (explaining  why such material or information is needed) and shall advise
the  Participant  or  Beneficiary,  as the case may be, of the procedure for the
appeal of such denial. All appeals shall be made by the following procedure:
               (a) The  Participant or  Beneficiary  whose claim has been denied
shall  file with the  Committee  a notice of desire to appeal the  denial.  Such
notice shall be filed within sixty (60) days of notification by the Committee of
claim denial, shall be made in writing and shall set forth all of the facts upon
which the appeal is based. Appeals not timely filed shall be barred.
               (b) The Committee shall, within thirty (30)  days of  receipt  of
the Participant's or Beneficiary's notice of appeal, establish a hearing date on
which  the  Participant  or  Beneficiary  may make an oral  presentation  to the
Committee in support of his or her appeal.  The Participant or Beneficiary shall
be given not less than ten (10) days' notice of the date set for the hearing.
               (c) The  Committee  shall  consider  the merits of the claimant's
written and oral  presentations,  the merits of any facts or evidence in support
of the  denial  of  benefits  and such  other  facts  and  circumstances  as the
Committee  shall  deem  relevant.  If the  claimant  elects  not to make an oral
presentation,  such  election  shall not be  deemed  adverse  to the  claimant's
interest,  and the Committee  shall proceed as set forth below as though an oral
presentation  of the contents of the claimant's  written  presentation  had been
made.
               (d) The   Committee  shall   render   a  determination  upon  the
appealed claim which  determination  shall be accompanied by a written statement
as to the reasons  therefor.  The  determination so rendered shall be binding on
all parties.
               (e) For all  purposes  under  the Plan,  such decisions on claims
(where  no  review is  requested)  and  decisions  on  review  (where  review is
requested) shall be final,  binding and conclusive on all interested  persons as
to participation and benefit eligibility,  the Employee's amount of Compensation
and any other matter of fact or interpretation relating to the Plan.
         15.10 Indemnification.   To  the  maximum  extent  permitted by law, no
member of the Committee shall be personally  liable by reason of any contract or
other  instrument  executed  by such  member of the  Committee  or on his or her
behalf in the Committee  member's capacity as a member of such Committee nor for
any mistake of judgment made in good faith, and the Employer shall indemnify and
hold  harmless,  directly  from its own assets  (including  the  proceeds of any
insurance policy the premiums of which are paid from the Employer's own assets),
each member of the Committee and each other officer, employee or director of the
Employer  to  whom  any  duty  or  power  relating  to  the   administration  or
interpretation of the Plan or to the management and control of the assets of the
Plan may be  delegated  or  allocated,  against  any cost or expense  (including
counsel fees) or liability (including any sum paid in settlement of a claim with
the  approval  of the  Employer)  arising  out of any act or  omission to act in
connection  with the Plan  unless  arising  out of such  person's  own  fraud or
willful  misconduct.  The Employer shall advance funds for legal expenses to the
extent permitted by the Act.
         15.11 Agent  for Service of Process. The Committee or such other person
as may from time to time be designated  by the Committee  shall be the agent for
service of process under the Plan.

<PAGE>

                              SECTION 16. EXPENSES

         16.1  Payment of Plan Expenses. The expenses incurred in the management
and  administration of the Plan shall be paid from the Trust Fund, except to the
extent the  Employer,  in its sole  discretion,  may choose to pay such expenses
from time to time; provided that any Trustee expenses paid to The Charles Schwab
Trust Company  shall be payable  solely by the  Employer.  Such  expenses  shall
include  (i) the fees and  expenses of any  employee  and of the Trustee for the
performance  of their  duties under the Plan and Trust Fund  (including  but not
limited to  obtaining  investment  advice,  record  keeping  services  and legal
services),  (ii) the  expenses  incurred by the members of the  Committee in the
performance of their duties under the Plan  (including  reasonable  compensation
for any legal counsel, certified public accountants, consultants and agents, and
cost of services  rendered  with respect to the Plan) and (iii) all other proper
charges  and  disbursements  of the  Trustee  or the  members  of the  Committee
(including  settlements  of claims or legal  actions  approved by counsel to the
Plan).
         16.2  Expenses Attributable to  Investment  of Plan  Assets  and Taxes.
Brokerage fees,  transfer taxes and any other expenses  incident to the purchase
or sale of  securities  by the Trustee shall be deemed to be part of the cost of
such securities,  or deducted in computing the proceeds  therefrom,  as the case
may be. Expenses attributable to investments of the Trust Fund shall be paid out
of the Trust Fund,  except to the extent the Employer,  in its sole  discretion,
may  choose  to pay such  expenses  from  time to time;  provided  that  expense
entirely  attributable to any one investment or to any one investment fund shall
be  allocated  pro rata in  accordance  with  Account  balances  among  Accounts
invested in such  investment or investment  fund.  Taxes, if any, of any and all
kinds  whatsoever  which are levied or  assessed  on any  assets  held or income
received by the Trustee shall be paid out of the Trust Fund.


<PAGE>


                       SECTION 17. EMPLOYER PARTICIPATION

         17.1  Adoption  of Plan by Affiliated Employer. Any Affiliated Employer
may adopt the Plan and the Trust Fund by resolution of its board of directors or
equivalent  governing  body  provided  that (i) the Board of  Directors  has not
expressly disallowed participation by such Affiliated Employer in the Plan; (ii)
the Affiliated Employer has not previously  expressly declined to participate in
the Plan; or (iii) the Affiliated  Employer is not precluded from  participating
in  the  Plan  by  a  legally  binding  written  document  that  precludes  such
participation; and provided further that the Board of Directors consents to such
adoption.  Any  Affiliated  Employer which so adopts the Plan shall be deemed to
appoint  Charles Schwab & Co., Inc., the Committee and the Trustee its exclusive
agents to exercise on its behalf all of the power and authority  conferred under
the Plan or the Trust Agreement. This authority shall continue until the Plan is
terminated and the relevant Trust Fund assets have been distributed.
         17.2  Termination of Participation   by   Participating   Employer.   A
Participating Employer may terminate its participation in the Plan by giving the
Committee prior written notice  specifying a termination date which shall be the
last day of a month  at least 60 days  subsequent  to the date  such  notice  is
received  by  the   Committee.   The  Board  of  Directors   may  terminate  any
Participating  Employer's  participation in the Plan, as of any termination date
specified by the  Committee,  for the failure of the  Participating  Employer to
make proper contributions or to comply with any other provision of the Plan.
         17.3  Effect of Termination of Participation by Participating Employer.
Upon  termination  of  the  Plan  as  to  any   Participating   Employer,   such
Participating  Employer shall not make any further  contributions under the Plan
and no amount shall  thereafter  be payable under the Plan to or with respect to
any  Participants  then  employed  by such  Participating  Employer,  except  as
provided in this  Section 17. To the maximum  extent  permitted  by the Act, any
rights of Participants no longer employed by such Participating  Employer and of
former  Participants  and their  Beneficiaries  and Surviving  Spouses and other
eligible  survivors  under the Plan shall be unaffected by such  termination and
any transfer,  distribution  or other  disposition  of the assets of the Plan as
provided  in this  Section  17 shall  constitute  a  complete  discharge  of all
liabilities  under  the  Plan  with  respect  to such  Participating  Employer's
participation   in  the  Plan  and  any   Participant   then  employed  by  such
Participating Employer.
               The  interest  of  each such  Participant  who is in Service with
such  Participating  Employer as of the termination date is the amount,  if any,
credited to his or her Account  after  payment of or provision  for expenses and
charges and appropriate  adjustment of the Accounts of all such Participants for
expenses and charges as described  in Section 16, and all  forfeitures  shall be
nonforfeitable  as of the termination date, and upon receipt by the Committee of
IRS approval of such termination, the full current value of such amount shall be
paid from the Trust Fund in the manner  described in Section 17.4 or transferred
to a successor  employee benefit plan which is qualified under Section 401(a) of
the Code;  provided,  however,  that in the event of any transfer of assets to a
successor  employee  benefit plan the provisions of Section 17.4 will apply.  No
advances  against such payments shall be made prior to such receipt of approval,
but after such receipt the  Committee,  in its sole  discretion,  may direct the
Trustee to make one or more advances in accordance with Section 11.1.
               All  determinations,  approvals  and  notifications  referred  to
above  shall be in form and  substance  and  from a source  satisfactory  to the
Committee.  To the maximum extent  permitted by the Act, the  termination of the
Plan as to any  Participating  Employer  shall not in any way  affect  any other
Participating Employer's participation in the Plan.
         17.4  Limitations on Transfer  of Plan  Assets to  Successor  Plan.  No
transfer of the Plan's assets and  liabilities to a successor  employee  benefit
plan (whether by merger or consolidation  with such successor plan or otherwise)
shall  be made  unless  each  Participant  would,  if  either  the  Plan or such
successor  plan  then  terminated,  receive  a benefit  immediately  after  such
transfer  which (after taking account of any  distributions  or payments to such
Participants  as part of the same  transaction)  is equal to or greater than the
benefit such Participant would have been entitled to receive  immediately before
such  transfer  if the Plan had then been  terminated.  The  Committee  may also
request appropriate  indemnification from the employer or employers  maintaining
such successor plan before making such a transfer.
         17.5  Shares Allocated to Suspense Fund Excluded  from Transfer of Plan
Assets to Successor  Plan.  Notwithstanding  any provision of this Section 17 to
the  contrary,  any  Shares  allocated  to  a  Suspense  Subfund  shall  not  be
transferred  to a  successor  employee  benefit  plan  except as is  required or
permitted by the  Committee in  accordance  with the terms of an Exempt Loan and
the Regulations.


<PAGE>


                SECTION 18. AMENDMENT OR TERMINATION OF THE PLAN

         18.1  Amendment, Suspension or Termination of Plan.
               (a) Subject  to  the   provisions  of  Section  18.1(b)  and  (c)
hereof,  the board of directors  of the Plan  Sponsor  reserves the right at any
time to suspend or terminate  the Plan,  any  contributions  thereunder,  or any
other  agreement or arrangement  forming a part of the Plan, in whole or in part
and for any reason,  and to adopt any  amendment or  modification  thereto,  all
without the consent of any  Participating  Employer,  Participant,  Beneficiary,
Surviving  Spouse or other  eligible  survivor.  Subject  to the  provisions  of
Section 18.1(b) and (c) hereof, the Board of Directors reserves the right at any
time to amend or modify the Plan. Each Participating Employer by its adoption of
the Plan  shall be  deemed  to have  delegated  this  authority  to the Board of
Directors.
               (b) The  Board of  Directors  shall  not  make any  amendment  or
modification  which  would (i)  retroactively  impair any rights to any  benefit
under the Plan which any  Participant,  Beneficiary,  Surviving  Spouse or other
eligible  survivor  would  otherwise  have had at the date of such  amendment by
reason of the  contributions  theretofore  made or (ii) make it possible for any
part of the funds of the Plan (other than such part as is required to pay taxes,
if any, and administration expenses as provided in Section 16) to be used for or
diverted to any purposes  other than for the exclusive  benefit of  Participants
and their Beneficiaries and Surviving Spouses and other eligible survivors under
the Plan prior to the satisfaction of all liabilities with respect thereto.
         18.2  Power   to   Retroactively  Amend,  Suspend  or   Terminate  Plan
Provisions.   Subject  to  the   provisions  of  Section  18.1,  any  amendment,
modification, suspension or termination of any provision of the Plan may be made
retroactively  if necessary or  appropriate to qualify or maintain the Plan as a
plan  meeting  the  requirements  of  Sections  401(a)  of the Code or any other
applicable  provision of law  (including  the Act) as now in effect or hereafter
amended or adopted and the Regulations issued thereunder.
         18.3  Notice of Amendment,  Suspension  or  Termination.  Notice of any
amendment, modification, suspension or termination of the Plan shall be given by
the Board of Directors or the board of  directors  of the Plan  Sponsor,  as the
case may be, to the Trustee and all Participating Employers.
         18.4  Effect of Termination of Plan. Upon  termination  of the Plan, no
Participating  Employer shall make any further  contributions under the Plan and
no amount shall  thereafter  be payable under the Plan to or with respect to any
Participant  except as  provided in this  Section 18, and to the maximum  extent
permitted by the Act,  transfers or  distributions  of the assets of the Plan as
provided  in this  Section  18 shall  constitute  a  complete  discharge  of all
liabilities  under the Plan.  The provisions of the Plan which are necessary for
the operation of the Plan and the  distribution or transfer of the assets of the
Plan shall remain in force.
               Upon   receipt  by   the   Committee  of  IRS  approval  of  such
termination,  the full current value of such adjusted amount, and the full value
of each account described in Sections 6.2 and 7.1 above,  shall be paid from the
Trust Fund to each  Participant and former  Participant (or, in the event of the
death of a  Participant  or  former  Participant,  to the  Surviving  Spouse  or
Beneficiary  thereof)  in any  manner of  distribution  specified  in Section 11
above, including payments which are deferred until the Participant's termination
of Service,  as the Committee shall  determine.  Without limiting the foregoing,
any  such  distribution  may be made in cash or in  property,  or  both,  as the
Committee in its sole discretion may direct.
               All determinations, approvals and notifications referred to above
shall be in form and substance and from a source satisfactory to the Committee.
         18.5  Partial Termination of Plan.  In the event that any  governmental
authority,  including  without  limitation  the IRS,  determines  that a partial
termination (within the meaning of the Act) of the Plan has occurred or if there
is a complete  discontinuance of Employer contributions then (i) the interest of
each   Participant   affected  thereby  in  his  or  her  Account  shall  become
nonforfeitable  as  of  the  date  of  such  partial   termination  or  complete
discontinuance  of contributions  and (ii) the provisions of Sections 18.2, 18.3
and 18.4 above,  which in the opinion of the  Committee  are  necessary  for the
execution of the Plan and the allocation and  distribution  of the assets of the
Plan, shall apply.
         18.6  Trust  for Exclusive  Benefit of  Participant.  In no event shall
any part of the Trust Fund (other than such part as is required to pay taxes, if
any, and administration expenses as provided in Section 16 above) be used for or
diverted to any purposes  other than for the exclusive  benefit of  Participants
and their Beneficiaries and Surviving Spouses under the Plan.


<PAGE>

                     SECTION 19. TOP-HEAVY PLAN REQUIREMENTS

         19.1  Top-Heavy Plan-In General.  For any Plan Year for which this Plan
is  a  Top-Heavy   Plan,   the   provisions  of  this  Section  19  shall  apply
notwithstanding any other provisions of the Plan.
         19.2  Effect of Top-Heavy  Status.  Each  Participant who (i) is a Non-
Key  Employee  and (ii) is employed  on the last day of the Plan Year,  shall be
entitled to have contributions  allocated to his or her Account of not less than
three percent (3%) of the Participant's  Compensation (the "Minimum Contribution
Percentage")  regardless  of (i) whether such Non-Key  Employee has  completed a
Year of Service,  and (ii) the amount of such Non-Key  Employee's  Compensation;
provided,  however,  that the minimum contribution  percentage for any Plan Year
shall not exceed the percentage at which  contributions  are made under the Plan
for the Plan Year for the Key Employee for whom such  percentage  is the highest
for such Plan Year.  For this purpose,  such  percentage  shall be determined by
dividing the  contributions  made for such Key Employee by so much of his or her
Compensation (which solely for this purpose includes Elective Contributions made
by the  Employer  for the Key  Employee)  for the Plan  Year as does not  exceed
$150,000   (adjusted   automatically   for  increases  in  accordance  with  the
Regulations).
               Contributions  taken  into  account under this Section 19.2 shall
include  contributions under this Plan and under all other defined  contribution
plans (as defined in Section  414(i) of the Code)  required to be included in an
Aggregation Group; provided,  however, that such contributions shall not include
(i) contributions to any defined  contribution plan in the required  aggregation
group if such contributions  enable such a defined contribution plan to meet the
requirements  of  Sections  401(a)(4)  or 410 of the Code or (ii)  contributions
under the Social Security Act or any other federal or state law.
         19.3  Top-Heavy Vesting Schedule.
         In the event that the Plan is a Top-Heavy Plan, all contributions shall
be vested according to the following vesting schedule:

       Years of Service                                       Percentage
       ----------------                                       ----------
       Less than two years                                        0%
       At least two years but less than three years              20%
       At least three years but less than four years             50%
       At least four years but less than five years              75%
       Five years or more                                       100%


         19.4  Definitions.
               (a) "Top-Heavy Plan"  means this Plan for any Plan Year if, as of
the  Determination   Date,  (i)  the  present  value  of  the  Accounts  of  all
Participants who are Key Employees  (excluding former Key Employees)  exceeds 60
percent of the present value of all Participants' Accounts (excluding former Key
Employees) or (ii) the Plan is required to be in an Aggregation  Group which for
such Plan Year is a Top-Heavy Group. In determining whether the Plan constitutes
a Top-Heavy Plan, the Committee shall make the following adjustments:
                   (i)   When more than one plan is aggregated,   the  Committee
shall  determine  separately  for each plan as of any  Determination  Date,  the
present value of accrued  benefits of all Participants and the value of Accounts
of all Participants.
                   (ii)  Any such determination shall include the present  value
of  distributions  made  to  former   Participants  under  the  applicable  plan
(including  a  terminated  plan)  during  the  five-year  period  ending  on the
Determination Date, unless reflected in the value of the accrued benefits or the
Accounts of such former Participants as of the Determination Date.
                   (iii) Any  such  determination   shall  include  any Rollover
Contribution from any other plan as follows:
                         (A) If the Rollover  Contribution  is initiated by  the
Employee and made to or from a plan maintained by a corporation  which is not an
Affiliated  Employer,  the plan  providing the  distribution  shall include such
distribution in the value of such accrued benefit or Account.
                         (B) If  the  Rollover  Contribution  is  not  initiated
by the Employee or made from a plan  maintained by an Affiliated  Employer,  the
plan accepting the distribution  shall include such distribution in the value of
such accrued benefit or Account.
               (b) "Determination  Date" means for any Plan Year the last day of
the next preceding Plan Year.
               (c) "Aggregation  Group"  means  all  plans  maintained   by  the
Employer or any  Affiliated  Employer  which are  required to be  aggregated  or
permitted to be aggregated. For purposes of this Section 19.4(c),
                   (i)   The group of plans that are required to  be  aggregated
(the  "required  aggregation  group")  includes each plan of the Employer or any
Affiliated  Employer in which a Key  Employee is a  Participant,  and each other
plan of the Employer or any Affiliated  Employer which enables a plan in which a
Key Employee is a Participant to meet the requirements of Sections  401(a)(4) or
410 of the Code; and
                   (ii)  The group of plans that are  permitted to be aggregated
(the "permissive  aggregation  group") includes the required  aggregation  group
plus one or more plans of the Employer or any  Affiliated  Employer  that is not
part of the  required  aggregation  group and that the  Committee  certifies  as
constituting a plan within the permissive  aggregation group. Such plan or plans
may  be  added  to the  permissive  aggregation  group  only  if the  permissive
aggregation group would continue to meet the requirements of Sections  401(a)(4)
and 410 of the Code.
               (d) "Top Heavy Group" means the  Aggregation  Group, if as of any
Determination  Date, the sum of (i) the present value of the accrued benefits of
all  Participants  who are Key Employees under all defined benefit plans (within
the meaning of Section  414(j) of the Code)  included in the  Aggregation  Group
plus (ii) the aggregate  value of the Accounts of all  Participants  who are Key
Employees  under all defined  contribution  plans (within the meaning of Section
414(i) of the Code) included in the Aggregation  Group exceeds 60 percent of the
sum of (i) the  present  value  of the  accrued  benefits  for all  Participants
(excluding former Key Employees), under all such defined benefit plans plus (ii)
the aggregate value of the Accounts of all  Participants  (excluding  former Key
Employees) under all such defined  contribution  plans. If the Aggregation Group
that is a  Top-Heavy  Group is a required  aggregation  group,  each plan in the
Aggregation  Group will be a Top-Heavy Plan. If the Aggregation  Group that is a
Top-Heavy  Group is a permissive  aggregation  group,  only those plans that are
part of the required  aggregation  group will be treated as a Top-Heavy Plan. If
the Aggregation  Group is not a Top-Heavy Group, no plan within such Aggregation
Group will be a Top-Heavy Plan.
                   For  purposes  of  Section  19.4(a),   the  present  value of
accrued  benefits under any defined benefit plan and the value of Accounts under
any defined  contribution plan shall be determined as of the Valuation Date that
is coincident with the Determination Date in accordance with the Regulations.
               (e) "Key  Employee"  means  any  Employee or former Employee who,
at any time during the Plan Year preceding the Determination  Date or during any
of the four preceding Plan Years, is or was one of the following:
                   (i)   An officer of the Employer or any Affiliated   Employer
having annual  compensation  (within the meaning of Section  414(q)(4))  greater
than 50 percent of the amount in effect under Section  415(b)(1)(A)  of the Code
for any Plan Year (as adjusted for increases in the cost of living in accordance
with the  Regulations).  For purposes of the preceding  sentence  there shall be
treated as officers for any such Plan Year no more than the lesser of:
                         (A) 50 Employees, or
                         (B) the  greater  of three  Employees  or 10 percent of
the Employees of the Employer or any Affiliated Employer;
                   (ii)  One  of  the  ten  Employees  owning  (or considered as
owning  within the meaning of Section 318 of the Code) more than a five  percent
(5%) interest and one of the largest interests in the Employer or any Affiliated
Employer.  An Employee will not be considered such an owner for any Plan Year if
the Employee's  compensation  (within the meaning of Section  414(q)(4)) is less
than $30,000 (as adjusted for increases in the cost of living in accordance with
the  Regulations);  for purposes of  determining  ownership  pursuant to Section
19.4(e)(ii)  the aggregation  rules of Section  414(b),  (c) and (m) of the Code
apply.
                   (iii) Any  person who owns (or  considered  as owning  within
the meaning of Section 318 of the Code) more than a five percent interest in the
Employer;
                   (iv)  Any  person  having  compensation  (within  the meaning
of Section 414(q)(4)) of more than $150,000, and owning (or considered as owning
within the meaning of Section 318 of the Code) more than a one percent  interest
in the Employer.  For purposes of this Section  19.4(e),  a Beneficiary of a Key
Employee shall be treated as a Key Employee and the interests  inherited by such
Beneficiary shall be treated the same as if owned by the Key Employee.
               (f) "Non-Key Employee" means any "Non-Key Employee" as defined in
Section 416(i)(2) of the Code and the Regulations promulgated thereunder.
         19.5  Maintenance of Defined Benefit Plan in Addition to Plan.
         Effective for limitation years commencing  prior to January 1, 2000, in
the event that the Plan is a Top-Heavy  Plan for any Plan Year and the  Employer
also maintains a defined  benefit plan (within the meaning of Section 414 of the
Code) which  provides  benefits on behalf of  Participants,  then one of the two
following provisions shall apply:
               (1) If  the  Plan  is a  Top-Heavy  Plan  for any  Plan  Year but
would  not be a  "Top-Heavy  Plan"  for  the  Plan  Year  if "90  percent"  were
substituted  for "60  percent" in Section  19.4(a),  then  Section 19.2 shall be
applied for such Plan Year by substituting "four percent" for "three percent."
               (2) If  a   Top-Heavy  Plan  would  continue  to be a  "Top-Heavy
Plan" for the Plan Year if "90 percent" were substituted for "60 percent",  then
the  denominator of the defined  contribution  plan fraction shall be calculated
for such Plan Year by substituting "1.0" for "1.25",  except with respect to any
Participant who is not entitled to an allocation of Employer  contributions  and
does not receive any accruals under any defined benefit plan (within the meaning
of Section 414(j) of the Code) maintained by the Employer.
         In  the  event  that  another  defined  contribution  plan or a defined
benefit plan maintained by the Employer  provides  contributions  or benefits on
behalf of Participants, the Committee shall take such other plan into account as
a part of this Plan to the extent  required by the Code and in  accordance  with
the Regulations.



<PAGE>

                 SECTION 20. GENERAL LIMITATIONS AND PROVISIONS

         20.1  Exclusive Benefit of Participants and Beneficiaries.  In no event
shall any part of the funds of the Plan be used for or diverted to any  purposes
other than for the exclusive  benefit of  Participants  and their  Beneficiaries
under the Plan except as permitted  under  Section  403(c) of the Act.  Upon the
transfer by a Participating  Employer of any money to the Trustee,  all interest
of the Participating Employer therein shall cease and terminate.
         20.2  No Rights to Continued Employment. Nothing  contained in the Plan
shall  give any  employee  the right to be  retained  in the  employment  of the
Employer or any  Affiliated  Employer or affect the right of the Employer or any
Affiliated Employer to dismiss any employee. The adoption and maintenance of the
Plan shall not constitute a contract between the Employer and any employee or be
consideration  for, or an inducement  to or condition of, the  employment of any
employee.
         20.3  Trust Sole Source of  Benefits.  The Trust Fund shall be the sole
source of benefits under the Plan and, except as otherwise  required by the Act,
the Employer and the Committee assume no liability or responsibility for payment
for such benefits, and each Participant,  Surviving Spouse, Beneficiary or other
person who shall claim the right to any payment under the Plan shall be entitled
to look only to the Trust  Fund for such  payment  and shall not have any right,
claim or demand therefor against the Employer, the Committee, or any Participant
thereof, or any employee or director of the Employer.
         20.4  Risk of Decrease in Assets.  Each  Participant,  Beneficiary  and
Surviving  Spouse shall assume all risk in  connection  with any decrease in the
value of the assets of the Trust Fund and the Participants'  Accounts or special
accounts  and  neither  the  Employer  nor the  Committee  shall  be  liable  or
responsible therefor.
         20.5  Incapacity of Participant or Beneficiary. If the Committee  shall
find that any person to whom any  amount is payable  under the Plan is unable to
care for his or her affairs  because of illness or accident,  or is a minor,  or
has died, then any payment due such person or his or her estate shall be made to
his or her duly  appointed  legal  representative.  Any such payment  shall be a
complete discharge of the liability of the Plan and the Trust Fund therefor.
         20.6  Antialienation; Qualified Domestic Relations Orders.
               (a) Except  insofar  as  may  otherwise  be  required  by  law or
pursuant to the terms of a Qualified  Domestic  Relations Order, as set forth in
this Section  20.5,  no amount  payable at any time under the Plan and the Trust
Fund  shall be  subject  in any  manner to  alienation  by  anticipation,  sale,
transfer,  assignment,  bankruptcy, pledge, attachment, charge or encumbrance of
any kind nor in any manner be subject to the debts or liabilities of any person,
and any attempt to so alienate or subject any such amount,  whether presently or
thereafter  payable,  shall be void.  If any person shall  attempt to, or shall,
alienate,  sell, transfer,  assign, pledge, attach, charge or otherwise encumber
any amount payable under the Plan and Trust Fund, or any part thereof,  or if by
reason of his or her  bankruptcy or other event  happening at any such time such
amount  would  be made  subject  to his or her  debts  or  liabilities  or would
otherwise not be enjoyed by such person,  then the  Committee,  if it so elects,
may direct that such amount be withheld and that the same or any part thereof be
paid or applied to or for the benefit of such person.
               (b) Upon receipt of notification of any judgment, decree or order
(including  approval of a property  settlement  agreement)  which relates to the
provision of child support,  alimony  payments,  or marital property rights of a
spouse,  former spouse,  child, or other dependent of a Participant and which is
made pursuant to a state domestic  relations law (including a community property
law) (herein referred to as a "domestic  relations order"),  the Committee shall
(i) notify the  Participant  and any  prospective  Alternate  Payee named in the
order of the receipt and date of receipt of such domestic relations order and of
the Plan's procedures for determining the status of the domestic relations order
as a Qualified  Domestic  Relations Order,  and (ii) within a reasonable  period
after  receipt of such  order,  determine  whether it  constitutes  a  Qualified
Domestic Relations Order. The Plan's procedures for the determination of whether
a domestic  relations  order  constitutes a Qualified  Domestic  Relations Order
shall  be set  forth  by  the  Committee  in  writing,  shall  provide  for  the
notification  of each person  specified  in that order as entitled to payment of
benefits  under the Plan (at the  address  included  in the  domestic  relations
order)  of such  procedures  promptly  upon  receipt  by the  Committee  of such
domestic  relations order,  and shall permit the prospective  Alternate Payee to
designate a representative for receipt of copies of notices that are sent to the
prospective Alternate Payee with respect to a domestic relations order.
               (c) During  any  period  in which the issue of whether a domestic
relations order is a Qualified  Domestic Relations Order is being determined (by
the Committee,  by a court of competent jurisdiction,  or otherwise),  including
the period  beginning on the date of the Committee's  receipt of the order,  the
Committee  shall  segregate  in a  separate  account in the Plan or in an escrow
account held by a Trustee the amounts,  if any, which would have been payable to
the  Alternate  Payee  during  such period if the order had been  determined  to
constitute a Qualified  Domestic  Relations Order,  provided that if no payments
would  otherwise  be made  under  the  Plan  to the  Alternate  Payee  or to the
Participant or a Beneficiary of the Participant while the status of the order as
a Qualified Domestic Relations Order is being determined,  no segregation into a
separate or escrow account shall be required.  If a domestic  relations order is
determined  to be a Qualified  Domestic  Relations  Order within  eighteen  (18)
months of the date of its receipt by the Committee (or from the beginning of any
other period during which the issue of its being a Qualified  Domestic Relations
Order is being determined by the Committee) the Committee shall cause to be paid
to the persons  entitled  thereto the amounts,  if any,  held in the separate or
escrow account referred to above in one lump sum. If a domestic  relations order
is determined not be a Qualified  Domestic  Relations Order, or if the status of
the domestic  relations  order as a Qualified  Domestic  Relations  Order is not
finally  resolved  within such eighteen month period,  the Committee shall cause
the separate  account or escrow  account  balance to be returned,  with interest
thereon, to the Participant's  Account or to be paid to the person or persons to
whom  such  amount  would  have  been  paid if there  had been no such  domestic
relations order,  whichever shall apply. Any subsequent  determination that such
domestic  relations  order is a  Qualified  Domestic  Relations  Order  shall be
prospective in effect only.
               (d) (i)   Benefits payable to an Alternate Payee shall be payable
in one lump sum and in no event shall such benefits continue beyond the lifetime
of the Alternate  Payee.  Such payment may be made at the time  specified in the
Qualified  Domestic  Relations Order irrespective of whether the Participant has
attained  the  "earliest   retirement   age"  (within  the  meaning  of  Section
414(p)(4)(B)  of the Code).  In  particular,  no Alternate  Payee shall have the
right with  respect to any  benefit  payable by reason of a  Qualified  Domestic
Relations Order to (A) designate a beneficiary  with respect to amounts becoming
payable under the Plan, (B) elect a method of benefit distribution providing for
benefits   continuing  beyond  the  Alternate  Payee's  lifetime,   (C)  provide
survivorship benefits to a spouse or dependent of such Alternate Payee or to any
other person,  spouse,  dependent or other person,  or (D) transfer rights under
the Qualified Domestic Relations Order by will or by state law of intestacy.
                   (ii)  None of  the  payments,  benefits  or  rights  of   any
Alternate  Payee  shall  be  subject  to any  claim  of any  creditor,  and,  in
particular, to the fullest extent permitted by law, all such payments,  benefits
and rights shall be free from attachment, garnishment, trustee's process, or any
other legal or equitable  process  available  to any creditor of such  Alternate
Payee. No Alternate Payee shall have the right to alienate, anticipate, commute,
pledge,  encumber or assign any of the benefits or payments  which he or she may
expect to receive, contingently or otherwise, under the Plan.
                   (iii) Alternate Payees shall not have any right to (A) borrow
money under any  Participant  loan  provisions  under the Plan, (B) exercise any
Participant  investment  direction  rights or  privileges  under  the Plan,  (C)
exercise  any  other  election,  privilege,  option or  direction  rights of the
Participant  under the Plan except as  specifically  provided  in the  Qualified
Domestic Relations Order, or (D) receive communications with respect to the Plan
except as  specifically  provided by law,  regulation or the Qualified  Domestic
Relations Order.
                   (iv)  Each  Alternate  Payee  shall  advise  the Committee in
writing of each  change of his or her name,  address or marital  status,  and of
each change in the provisions of the Qualified  Domestic  Relations Order or any
circumstance  set forth therein  which may be material to the Alternate  Payee's
entitlement  to benefits  thereunder or the amount  thereof.  Until such written
notice has been  provided to the  Committee,  the  Committee  shall be (A) fully
protected in not complying  with, and in conducting the affairs of the Plan in a
manner  inconsistent  with,  the  information  set forth in the notice,  and (B)
required to act with respect to such notice prospectively only, and then only to
the extent provided for in the Qualified Domestic Relations Order. The Committee
shall  not be  required  to  modify  or  reverse  any  payment,  transaction  or
application of funds occurring  before the receipt of any notice that would have
affected  such  payment,  transaction  or  application  of funds,  nor shall the
Committee  or any other  party be liable for any such  payment,  transaction  or
application of funds.
                   (v)   Except as  specifically  provided  for in the Qualified
Domestic  Relations  Order,  an Alternate Payee shall have no right to interfere
with the exercise by the Participant or by any  Beneficiary of their  respective
rights, privileges and obligations under the Plan.
               (e) For purposes  of this  Plan,  a Qualified  Domestic Relations
Order means any judgment,  decree,  or order  (including  approval of a property
settlement  agreement)  which has been determined by the Committee in accordance
with procedures  established under the Plan, to constitute a qualified  domestic
relations  order  within  the  meaning  of  Section  414(p)(1)  of the  Code and
Alternate  Payee  means any person  entitled  to  current  or future  payment of
benefits under the Plan pursuant to a Qualified Domestic Relations Order.
         20.7  Inability to Locate Participant or Beneficiary.  If the Committee
cannot  ascertain the  whereabouts  of any person to whom a payment is due under
the Plan,  and if,  after five years from the date such payment is due, a notice
of such payment due is mailed to the last known address of such person, as shown
on the records of the Committee or the  Employer,  and within three months after
such mailing such person has not made written claim therefor, the Committee,  if
it so elects,  may direct that such payment and all remaining payments otherwise
due to such person be canceled on the records of the Plan and the amount thereof
applied to reduce the contributions of the Employer, and upon such cancellation,
the Plan and the Trust Fund shall,  to the maximum extent  permitted by the Act,
have no further  liability  therefor except that, in the event such person later
notifies  the  Committee of his or her  whereabouts  and requests the payment or
payments due to such person under the Plan,  the amount so applied shall be paid
to him or her as provided in Section 11. All elections, designations,  requests,
notices,   instructions,   and  other   communications  from  the  Employer,   a
Participant,  Beneficiary,  Surviving  Spouse or other  person to the  Committee
required or permitted under the Plan shall be in such form as is prescribed from
time to time by the Committee,  shall be mailed or delivered to such location as
shall be specified by the Committee,  and shall be deemed to have been given and
delivered only upon actual receipt thereof by the Committee at such location.
         20.8  Failure  to  Receive  IRS Approval.   Notwithstanding  any  other
provision  herein,  if this  Plan  shall  not be  approved  by the IRS under the
provisions of the Code and the Regulations for any reason (including  failure to
comply with any condition for such  approval  imposed by the IRS)  contributions
made  after  the  restatement  of this Plan and  prior to such  denial  shall be
returned, without any liability to any person, within one year after the date of
denial of such approval.
         20.9  Contributions Conditioned on Deductibility.  Notwithstanding  any
other  provision  herein,  all  contributions  to the Trust  Fund are  expressly
conditioned  upon  their  deductibility  under  Section  404 of the Code and the
Regulations, and in the event of the final disallowance of the deduction for any
contribution,  in whole or in part,  then such  contribution  (to the extent the
deduction is disallowed)  shall upon direction of the Committee,  which shall be
given  in  conformity  with the  provisions  of the Act,  be  returned,  without
liability to any person, within one year after such final disallowance.
         20.10 Mistake of Fact. Notwithstanding any other provisions  herein, if
any contribution is made by a mistake of fact, such contribution  shall upon the
direction  of the  Committee,  which  shall  be  given  in  conformity  with the
provisions of the Act, be returned,  without liability to any person, within one
year after the payment of such contribution.
         20.11 Communications with  Committee.   All  elections,   designations,
requests, notices,  instructions,  and other communications from the Employer, a
Participant,  Beneficiary,  Surviving  Spouse or other  person to the  Committee
required or permitted under the Plan shall be in such form as is prescribed from
time to time by such Committee, shall be mailed by first-class mail or delivered
to such location as shall be specified by such Committee, and shall be deemed to
have been given and delivered only upon actual receipt thereof by such Committee
at such location.
         20.12 Communications with Participants and Beneficiaries.  All notices,
statements,  reports and other communications from the Employer or the Committee
to any Employee,  Participant,  Surviving  Spouse,  Beneficiary  or other person
required  or  permitted  under the Plan  shall be deemed to have been duly given
when  delivered  to, or when mailed by  first-class  mail,  postage  prepaid and
addressed to, such Employee, Participant, Surviving Spouse, Beneficiary or other
person at his or her address last appearing on the records of the Committee.
         20.13 Prior Service  Credit.  Upon  such  terms and  conditions  as the
Committee may approve, and subject to any required IRS approval, benefits may be
provided  under the Plan to a  Participant  with  respect  to any  period of the
Participant's  prior employment by any organization,  and such benefits (and any
Service  credited with respect to such period of employment  under Section 2.25)
may be provided  for,  in whole or in part,  by funds  transferred,  directly or
indirectly  (including a rollover from an individual retirement account), to the
Trust Fund from an employee  benefit plan of such  organization  which qualified
under Section 401(a) of the Code.
         20.14 Gender  and  Number.  Except  where  otherwise  required  by  the
context,  whenever used in the Plan the masculine  gender  includes the feminine
and the singular shall include the plural.
         20.15 Headings.  The  captions  preceding the Sections of the Plan have
been inserted  solely as a matter of  convenience  and in no way define or limit
the scope or intent of any provisions of the Plan.
         20.16 Governing  Law.  The  Plan  and all  rights  thereunder  shall be
governed  by and  construed  in  accordance  with the Act and, to the extent not
inconsistent therewith, the laws of the State of California.
         20.17 Severability of Provisions. If any provision of the Plan shall be
held invalid or  unenforceable,  such invalidity or  unenforceability  shall not
affect any other provisions hereof, and the Plan shall be construed and enforced
as if such provisions had not been included.
         20.18 Heirs,  Assigns and Personal  Representatives.  The Plan shall be
binding upon the heirs, executors, administrators, successors and assigns of the
parties, including each Participant and Beneficiary,  present and future and all
persons for whose benefit there exists any QDRO with respect to any  Participant
(except that no successor to the Plan Sponsor shall be considered a Plan Sponsor
unless that successor adopts the Plan).
         20.19 Reliance on  Data and Consents.  The Plan Sponsor,  the Employer,
each participating Employer, the Board of Directors, the Committee, the Trustee,
all  fiduciaries  with  respect to the Plan,  and all other  persons or entities
associated with the operation of the Plan, the management of its assets, and the
provision of benefits thereunder, may reasonably rely on the truth, accuracy and
completeness  of  all  data  provided  by  any  Participant,  Surviving  Spouse,
Beneficiary,  and Alternate  Payee,  including,  without  limitation,  data with
respect to age, health and marital status.  Furthermore,  the Plan Sponsor,  the
Employer,  each participating  Employer, the Board of Directors,  the Committee,
the Trustee, and all fiduciaries with respect to the Plan may reasonably rely on
all consents, elections and designations filed with the Plan or those associated
with the operation of the Plan and its  corresponding  Trust by any Participant,
Surviving  Spouse,  Beneficiary,  Alternate Payee, or any  representative of any
such person,  without duty to inquire into the  genuineness of any such consent,
election  or  designation.  None  of  the  aforementioned  persons  or  entities
associated with the operation of the Plan, its assets and the benefits  provided
under the Plan shall have any duty to  inquire  into any such data,  and all may
rely on such data being current to the date of  reference,  it being the duty of
the  Participants,  Surviving  Spouses,  Beneficiaries  and Alternate  Payees to
advise the appropriate parties of any change in such data.
         20.20 Qualified Military Service. Notwithstanding any provision of this
Plan to the contrary, contributions, benefits and service credit with respect to
qualified military service will be provided in accordance with Section 414(u) of
the Code.


<PAGE>

                SECTION 21. APPLICATION TO PUERTO RICO EMPLOYEES

         21.1  Modifications  Applicable to Puerto Rico.  The provisions of this
Section  shall  govern  the  application  of  the  provisions  of  the  Plan  to
Participants  who  are  employed  by the  Company  in and are  residents  of the
Commonwealth of Puerto Rico ("Puerto Rico Participants"):
               (a) Notwithstanding  Section  2.25,  the  definition  of  "Highly
Compensated  Participant"  shall be a Puerto  Rico  Participant  employed by the
Company who  receives  Compensation  that exceeds the  Compensation  paid to two
thirds of the Puerto Rico  Participants,  as  provided in Section  165(e) of the
Puerto Rico Income Tax Act;
               (b) The following  shall apply in lieu of the second  sentence of
Section 5.1(a) hereof: The Salary Reduction Agreement shall provide for Elective
Contributions  equal to any whole  percentage  between one percent  (1%) and ten
Percent (10%) of a  Participant's  Compensation  in any payroll  period,  not to
exceed $7,500 (reduced by any  contributions  made by the Participant to an IRA)
in any calendar year;
               (c) The Actual Deferral  Percentage Test set forth in Section 5.3
shall be applied  separately  with  respect  to Puerto  Rico  Participants.  For
purposes  of  applying  the  Actual  Deferral  Percentage  Test to  Puerto  Rico
Participants,  the  definition  of  Highly  Compensated  Employee  contained  in
subparagraph (a) hereof shall be used; and
               (d) For  purposes  of  applying subparagraphs (b) and (c) of this
Section 21.1, the definition of Compensation  contained in Section 2.11 shall be
applied without regard to clause (xii) thereof.
               In  all  other  respects,  the  terms of this Plan shall apply to
Puerto Rico Participants.