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                                                                  EXHIBIT 10.13




                      CALIFORNIA COMMUNITY BANCSHARES, INC.


                                  401 (K) PLAN










DEFINED CONTRIBUTION PLAN 7.7

Restated January 1, 2001
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                                TABLE OF CONTENTS


INTRODUCTION

ARTICLE I FORMAT AND DEFINITIONS

        Section 1.01 Format
        Section 1.02 Definitions

ARTICLE II PARTICIPATION

        Section 2.01 Active Participant
        Section 2.02 Inactive Participant
        Section 2.03 Cessation of Participation
        Section 2.04 Adopting Employers -Single Plan

ARTICLE III CONTRIBUTIONS

        Section 3.01 Employer Contributions
        Section 3.01 A Rollover Contributions
        Section 3.02 Forfeitures
        Section 3.03 Allocation
        Section 3.04 Contribution Limitation
        Section 3.05 Excess Amounts

ARTICLE IV INVESTMENT OF CONTRIBUTIONS

        Section 4.01 000-- Investment of Contributions

ARTICLE V BENEFITS

        Section 5.01 Retirement Benefits
        Section 5.02 Death Benefits
        Section 5.03 Vested Benefits
        Section 5.04 When Benefits Start
        Section 5.05 Withdrawal Privileges
        Section 5.06 Loans to Participants

ARTICLE VI DISTRIBUTION OF BENEFITS

        Section 6.01 Form of Distribution
        Section 6.02 Election Procedures
        Section 6.03 Notice Requirements
        Section 6.04 Distributions Under Qualified Domestic Relations Orders

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          ARTICLE VII TERMINATION OF PLAN

ARTICLE VIII ADMINISTRATION OF PLAN

       Section 8.01 Administration
       Section 8.02 Records
        Section 8.03 Information Available
        Section 8.04 Claim and Appeal Procedures
       Section 8.05 Unclaimed Vested Account Procedure
        Section 8.06 Delegation of Authority

ARTICLE IX GENERAL PROVISIONS

        Section 9.01 Amendments
        Section 9.02 Direct Rollovers
        Section 9.03 Mergers and Direct Transfers
        Section 9.04 Provisions Relating to the Insurer and Other Parties
        Section 9.05 Employment Status
        Section 9.06 Rights to Plan Assets
        Section 9.07 Beneficiary
        Section 9.08 Nonalienation of Benefits
        Section 9.09 Construction
        Section 9.10 Legal Actions
        Section 9.11 Small Amounts
        Section 9.12 Word Usage
        Section 9.13 Transfers Between Plans

ARTICLE X TOP-HEAVY PLAN REQUIREMENTS

        Section 10.01 Application
        Section 10.02 Definitions
        Section 10.03 Modification of Vesting Requirements
        Section 10.04 Modification of Contributions
        Section 10.05 Modification of Contribution Limitation

PLAN EXECUTION

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                                  INTRODUCTION



         The Primary Employer previously established a 401 (k) plan on August 1,
1990.

         The Plan is a restatement of the Sacramento Commercial Bank 401 (k)
Salary Savings Plan, and is the ongoing plan following the consolidation of
itself with The Bank of Orange County Profit Sharing Plan and the Placer Sierra
Bank 401 (k) Plan, the Predecessor Plans. It believes that the best means to
accomplish these changes is to completely restate the plan's terms, provisions
and conditions. The restatement, effective January 1, 2001, is set forth in this
document and is substituted in lieu of the prior document.


         The restated plan continues to be for the exclusive benefit of
employees of the Employer. All persons covered under a Predecessor Plan on
December 31, 1999, shall continue to be covered under the restated plan with no
loss of benefits.

         It is intended that the plan, as restated, shall qualify as a profit
sharing plan under the Internal Revenue Code of 1986, including any later
amendments to the Code.

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                                    ARTICLE I

                             FORMAT AND DEFINITIONS


SECTION 1.01--FORMAT.

         Words and phrases defined in the DEFINITIONS SECTION of Article I shall
have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise.

         These words and phrases have an initial capital letter to aid in
identifying them as defined terms. SECTION 1.02--DEFINITIONS.

         ACCOUNT means, for a Participant, the sum of the cash value of any
         Insurance Policy for him plus his share of the Investment Fund.
         Separate accounting records are kept for those parts of his Account
         that result from:

         (a)      Elective Deferral Contributions

         (b)      Matching Contributions

         (c)      Other Employer Contributions

                  If the Employer elects to include any of these Contributions
                  in computing the percentages in the EXCESS AMOUNTS SECTION of
                  Article Ill, a separate accounting record shall be kept for
                  any part of his Account resulting from such Employer
                  Contributions.

         (d)      Rollover Contributions

         If the Participant's Vesting Percentage is less than 100% as to any of
         the Employer Contributions, a separate accounting record will be kept
         for any part of his Account resulting from such Employer Contributions
         and, if there has been a prior Forfeiture Date, from such Contributions
         made before a prior Forfeiture Date.

         A Participant's Account shall be reduced by any distribution of his
         Vested Account and by any Forfeitures. A Participant's Account will
         participate in the earnings credited, expenses charged and any
         appreciation or depreciation of the Investment Fund. His Account is
         subject to any minimum guarantees applicable under the Group Contract
         or other investment arrangement.

         ACCRUAL COMPUTATION PERIOD means a 12-consecutive month period ending
         on the last day of each Plan Year, including corresponding
         12-consecutive month periods before August 1, 1990.

         ACTIVE PARTICIPANT means an Eligible Employee who is actively
         participating in the Plan according to the provisions in the ACTIVE
         PARTICIPANT SECTION of Article II.

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                  ADOPTING EMPLOYER means an employer controlled by or
         affiliated with the Employer and listed in the ADOPTING EMPLOYERS -
         SINGLE PLAN SECTION of Article II.

         AFFILIATED SERVICE GROUP means any group of corporations. Partnerships
         or other organizations of which the Employer is a part and which is
         affiliated within the meaning of Code Section 414(m) and regulations
         thereunder. Such a group includes at least two organizations one of
         which is either a service organization (that is an organization the
         principal business of which is performing services), or an organization
         the principal business of which is performing management functions on a
         regular and continuing basis. Such service is of a type historically
         performed by employees. In the case of a management organization, the
         Affiliated Service Group shall include organizations related within
         the meaning of Code Section 144(a)(3) to either the management
         organization or the organization for which it performs management
         functions. The term Controlled Group, as it is used in this Plan, shall
         include the term Affiliated Service Group.

         AlTERNATE PAYEE means any spouse, former spouse, child or other
         dependent of a Participant who is recognized by a qualified domestic
         relations order as having a right to receive all, or a portion of the
         benefits payable under the Plan with respect to such Participant,

         ANNUAL COMPENSATION means, on any given date, the Employee's
         Compensation for the latest Compensation Year ending on or before the
         given date.

         ANNUITY STARTING DATE means, for a Participant, the first day of
         the first period for which an amount is payable in a single sum.

         BENEFICIARY means the person or persons named by a Participant to
         receive any benefits under this Plan upon the Participant's death.
         Unless a qualified election has been made, for the purpose of
         distributing any death benefits before Annuity Starting Date, the
         Beneficiary of a married Participant shall be the Participant's spouse.
         See the BENEFICIARY SECTION of Article IX.

         CLAIMANT means any person who has made a claim for benefits under this
         Plan. See the claim AND APPEAL PROCEDURES SECTION of Article VIII.

         CODE means the Internal Revenue Code of 1986, as amended.

         COMPENSATION means, except as modified in this definition, the total
         earnings paid or made available to an Employee by the Employer during
         any specified period.


         "Earnings" in this definition means Compensation as defined in
         the CONTRIBUTION LIMITATION SECTION of Article 111,

         Compensation shall also include elective contributions. Elective
         contributions are amounts excludable from the Employee's gross income
         under Code Sections 125 402(e)(3), 402(h) or 403(b), and contributed
         by the Employer at the Employee's election, to a Code Section 401 (k)
         arrangement, a simplified employee pension, cafeteria plan or
         tax-sheltered annuity. Elective contributions also include Compensation
         deferred under a Code Section 457 plan maintained by the Employer and
         Employee contributions "picked up" by a governmental entity and,
         pursuant to Code Section 414(h)(2), treated as Employer contributions,

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                  For purposes of the EXCESS AMOUNTS SECTION of Article III, the
         Employer may elect to use an alternative nondiscriminatory definition
         of Compensation in accordance with the regulations under Code Section
         414(s),

         For purposes of determining the allocation or amount of

                Elective Deferral Contributions
                Matching Contributions
                Qualified Nonelective Contributions
                Discretionary Contributions

         the following shall be excluded:

                car allowances

         For purposes of determining the allocation or amount of Discretionary
         Contributions, Compensation shall exclude earnings earned before the
         Employee's Entry Date.

         For Plan Years beginning after December 31, 1988, and before January 1,
         1994, the annual Compensation of each Participant taken into account
         for determining all benefits provided under the Plan for any year shall
         not exceed $200,000. For Plan Years beginning on or after January 1,
         1994, the annual Compensation of each Participant taken into account
         for determining all benefits provided under the Plan for any year shall
         not exceed $150,000.

         The $200,000 limit shall be adjusted by the Secretary at the same time
         and in the same manner as under Code Section 415(d). The $150,000 limit
         shall be adjusted by the Commissioner for increases in the cost of
         living in accordance with Code Section 401 (a)(17)(B). The cost of
         living adjustment in effect for a calendar year applies to any period,
         not exceeding 12 months over which pay is determined (determination
         period) beginning in such calendar year. If a determination period
         consists of fewer than 12 months, the annual compensation limit will
         be multiplied by a fraction the numerator of which is the number of
         months in the determination period, and the denominator of which is 12,

         In determining the Compensation of a Participant for purposes of the
         annual compensation limit, the rules of Code Section 414(q)(6) shall
         apply, except that in applying such rules, the term "family- shall
         include only the spouse of the Participant and any lineal descendants
         of the Participant who have not attained age 19 before the close of the
         year. If, as a result of the application of such rules the adjusted
         annual compensation limit is exceeded, then (except for purposes of
         determining the portion of Compensation up to the integration level if
         this Plan provides for permitted disparity) the limitation shall be
         prorated among the affected individuals in proportion to each such
         individual's Compensation as determined under this definition prior to
         the application of this limitation,

         If Compensation for any prior determination period is taken into
         account in determining a Participant's benefits accruing in the current
         Plan Year, the Compensation for that prior determination period is
         subject to the annual compensation limit in effect for that prior
         determination period. For this purpose, for determination periods
         beginning before the first day of the first Plan Year beginning on or
         after January 1, 1989, which are used to determine benefits in Plan
         Years beginning after December 31, 1988 and before January 1, 1994, the
         annual compensation limit is $200,000. For this purpose, for
         determination periods beginning before the first day of the first Plan
         Year beginning on or after

<PAGE>

                  January 1, 1994, which are used to determine benefits in Plan
         Years beginning on or after January 1, 1994, the annual compensation
         limit is $150,000.

         Compensation means, for an Employee who is a Leased Employee, the
         Employee's Compensation for the services he performs for the Employer,
         determined in the same manner as the Compensation of Employees who are
         not Leased Employees, regardless of whether such Compensation would be
         received directly from the Employer or from the leasing organization.

         COMPENSATION YEAR means each one-year period ending on the last day of
         the Plan Year, including corresponding periods before August 1, 1990.

         CONTRIBUTIONS means

                 Elective Deferral Contributions
                 Matching Contributions
                 Qualified Nonelective Contributions
                 Discretionary Contributions
                 Rollover Contributions

         as set out in Article III, unless the context clearly indicates
         otherwise.

         CONTROLLED GROUP means any group of corporations, trades or businesses
         of which the Employer is a part that are under common control. A
         Controlled Group includes any group of corporations, trades or
         businesses, whether or not incorporated, which is either a
         parent-subsidiary group, a brother-sister group, or a combined group
         within the meaning of Code Section 414(b), Code Section 414(c) and
         regulations thereunder and, for purposes of determining contribution
         limitations under the CONTRIBUTION LIMITATION SECTION of Article III,
         as modified by Code Section 415(h) and, for the purpose of identifying
         Leased Employees, as modified by Code Section 144(a)13). The term
         Controlled Group, as it is used in this Plan, shall include the term
         Affiliated Service Group and any other employer required to be
         aggregated with the Employer under Code Section 414(0) and the
         regulations thereunder.

         DIRECT ROLLOVER means a payment by the Plan to the Eligible
         Retirement Plan specified by the Distributee.

         DISCRETIONARY CONTRIBUTIONS means discretionary contributions made by
         the Employer to fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION
         of Article III.

         DISTRIBUTEE means an Employee or former Employee. In addition, the
         Employee's or former Employee's surviving spouse and the Employee's or
         former Employee's spouse or former spouse who is the alternate payee
         under a qualified domestic relations order, as defined in Code Section
         414(p), are Distributees with regard to the interest of the spouse or
         former spouse.

         ELECTIVE DEFERRAL CONTRIBUTIONS means Contributions made by the
         Employer to fund this Plan in accordance with a qualified cash or
         deferred arrangement as described in Code Section 401 (k). See the
         EMPLOYER CONTRIBUTIONS SECTION of Article III.

         ELIGIBILITY SERVICE means an Employee's Period of Service. If he has
         more than one Period of Service, or if all or a part of a Period of
         Service is not counted, his Eligibility Service shall be determined

<PAGE>

                  by adjusting his Employment Commencement Date so that he has
         one continuous period of Eligibility Service equal to the aggregate of
         all his countable Periods of Service. An Employee's Eligibility Service
         shall be determined on the basis that 30 days equal one month and 365
         days equal one year.

         Predecessor Employer service included:

                  An Employee's service with a Predecessor Employer shall be
                  included as service with the Employer. If this Plan is not a
                  continuation of a plan of that Predecessor Employer, an
                  Employee's service with that Predecessor Employer shall be
                  counted only if service continued with the Employer without
                  interruption. This service includes service performed while a
                  proprietor or partner.

         Period of Military Duty included:

                  A Period of Military Duty shall be included as service with
                  the Employer to the extent it has not already been credited.

         Period of Severance included (service spanning rule):

                  A Period of Severance shall be deemed to be a Period of
                  Service under either of the following conditions:

                  (a)      the Period of Severance immediately follows a period
                           during which an Employee is not absent from work and
                           ends within 12 months; or

                  (b)      the Period of Severance immediately follows a period
                           during which an Employee is absent from work for any
                           reason other than quitting, being discharged or
                           retiring (such as a leave of absence or layoff) and
                           ends within 12 months of the date he was first
                           absent.

        Controlled Group service included:

                An Employee's service with a member firm of a Controlled Group
                while both that firm and the Employer were members of the
                Controlled Group shall be included as service with the Employer.

         ELIGIBLE EMPLOYEE means any Employee of the Employer who meets the
         following requirement. His employment classification with the Employer
         is the following:

                  Nonbargaining class (not represented for collective bargaining
                  purposes by a bargaining unit which has bargained in good
                  faith with the Employer on the subject of retirement
                  benefits).

         ELIGIBLE RETIREMENT PLAN means an individual retirement account
         described in Code Section 408(a), an individual retirement annuity
         described in Code Section 408(b), an annuity plan described in Code
         Section 403(a) or a qualified trust described in Code Section 401 (a)
         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.

<PAGE>

                  ELIGIBLE ROLLOVER DISTRIBUTION means 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:

         (a)      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.

         (b)      Any distribution to the extent such distribution is required
                  under Code Section 401 (a)(9).

         (c)      The portion of any distribution that is not includible in
                  gross income (determined without regard to the exclusion for
                  net unrealized appreciation with respect to employer
                  securities.

         EMPLOYEE means an individual who is employed by the Employer or any
         other employer required to be aggregated with the Employer under Code
         Sections 414(b) , (c) , (ml or (0) .A Controlled Group member is
         required to be aggregated with the Employer.

         The term Employee shall also include any Leased Employee deemed to be
         an employee of any employer described in the preceding paragraph as
         provided in Code Sections 414(n) or 414(0) .

         EMPLOYER means the Primary Employer. This will also include any
         successor corporation or firm of the Employer which shall, by written
         agreement, assume the obligations of this Plan or any predecessor
         corporation or firm of the Employer (absorbed by the Employer, or of
         which the Employer was once a part) which became a predecessor because
         of a change of name, merger, purchase of stock or purchase of assets
         and which maintained this Plan. "Employer also means any member of the
         Primary Employer's Controlled Group that adopts the Plan with the
         consent of the Primary Employer's board of directors.

         EMPLOYER CONTRIBUTIONS means

                 Elective Deferral Contributions
                 Matching Contributions
                 Qualified Nonselective Contributions
                 Discretionary Contributions


         as set out in Article 111, unless the context clearly indicates
         otherwise.

         EMPLOYMENT COMMENCEMENT DATE means the dale an Employee first performs
         an Hour-of-Service. ENTRY DATE means the dale an Employee first enters
         the Plan as an Active Participant. See the ACTIVE PARTICIPANT SECTION
         of Article II.

         FISCAL YEAR means the Primary Employer's taxable year. The last day of
         the Fiscal Year is December 31 .

         FORFEITURE means the part, if any, of a Participant's Account that is
         forfeited. See the FORFEITURES SECTION of Article III.

<PAGE>

                  FORFEITURE DATE means, as to a Participant, the date the
         Participant incurs five consecutive Vesting Breaks in Service. A
         Participant incurs a Vesting Break in Service on the last day of the
         period used to determine the Vesting Break in Service.

         This is the date on which the Participant's Nonvested Account will be
         forfeited unless an earlier forfeiture occurs as provided in the
         FORFEITURES SECTION of Article III.

         GROUP CONTRACT means the group annuity contract or contracts into which
         the Primary Employer enters with the Insurer for the investment of
         Contributions and the payment of benefits under this Plan. The term
         Group Contract as it is used in this Plan is deemed to include the
         plural unless the context clearly indicates otherwise.


                  HIGHLY COMPENSATED EMPLOYEE means a highly compensated active
         Employee or a highly compensated former Employee.

         A highly compensated active Employee means any Employee who performs
         service for the Employer during the determination year and who, during
         the look-back year is:

         (a)      An Employee who is a 5% owner, as defined in Section 416(i)(1)
                  (B)(i), at any time during the determination year or the
                  look-back year .

         (b)      An Employee who receives compensation in excess of $75,000
                  (indexed in accordance with Section 415(d) during the
                  look-back year .

         (c)      An Employee who receives compensation in excess of $50,000
                  (indexed in accordance with Section 415(d) during the
                  look-back year and is a member of the top-paid group for the
                  look-back year.

         (d)      An Employee who is an officer, within the meaning of Section
                  416(i), during the look-back year and who receives
                  compensation in the look-back year greater than 50% of the
                  dollar limitation in effect under Section 415(b)( 1 )(A) for
                  the calendar year in which the look-back year begins. The
                  number of officers is limited to 50 (or, if lesser, the
                  greater of 3 employees or 10% of employees) excluding those
                  employees who may be excluded in determining the top-paid
                  group.

         (e)      An Employee who is both described in paragraph b, c or d above
                  when these paragraphs are modified to substitute the
                  determination year for the look-back year and one of the 100
                  Employees who receive the most compensation from the Employer
                  during the determination year .

         If no officer has satisfied the compensation requirement of Ic) above
         during either a determination year or look-back year, the highest paid
         officer for such year shall be treated as a Highly Compensated
         Employee.

         For this purpose, the determination year shall be the Plan Year. The
         look-back year shall be the twelve-month period immediately preceding
         the determination year .

         A highly compensated former Employee means any Employee who separated
         from service (or was deemed to have separated) prior to the
         determination year, performs no service for the Employer during

<PAGE>

                  the determination year, and was a highly compensated active
         Employee for either the separation year or any determination year
         ending on or after the Employee's 55th birthday.

         If an Employee is, during a determination year or look-back year, a
         family member of either a 5 percent owner who is an active or former
         Employee or a Highly Compensated Employee who is one of the 10 most
         highly compensated Employees ranked on the basis of compensation paid
         by the Employer during such year, then the family member and the 5
         percent owner or top-ten highly compensated Employee shall be
         aggregated. In such case, the family member and 5 percent owner or
         top-ten highly compensated Employee shall be treated as a single
         Employee receiving compensation and Plan contributions or benefits
         equal to the sum of such compensation and contributions or benefits of
         the family member and 5 percent owner or top-ten highly compensated
         Employee. For purposes of this definition, family member includes the
         spouse, lineal ascendants and descendants of the Employee or former
         Employee and the spouses of such lineal ascendants and descendants.

         Compensation is compensation within the meaning of Code Section
         415(c)(3), including elective or salary reduction contributions to a
         cafeteria plan, cash or deferred arrangement or tax-sheltered annuity.
         The top-paid group consists of the top 20% of employees ranked on the
         basis of compensation received during the year .

         Employers aggregated under Section 414(b), (c), (m) or (0) are treated
         as a single Employer .

         HOUR-OF-SERVICE means, for the elapsed time method of crediting service
         in this Plan, each hour for which an Employee is paid, or entitled to
         payment, for performing duties for the Employer. Hour-of-Service means,
         for the hours method of crediting service in this Plan, the following:

         (a)      Each hour for which an Employee is paid, or entitled to
                  payment, for performing duties for the Employer during the
                  applicable computation period .

         (b)      Each hour for which an Employee is paid, or entitled to
                  payment, by the Employer because of a period of time in which
                  no duties are performed (irrespective of whether the
                  employment relationship has terminated) due to vacation,
                  holiday, illness, incapacity (including disability), layoff,
                  jury duty, military duty or leave of absence. Notwithstanding
                  the preceding provisions of this subparagraph (b), no credit
                  will be given to the Employee

                  (l)      for more than 501 Hours-of-Service under this
                           subparagraph (b) because of any single continuous
                           period in which the Employee performs no duties
                           (whether or not such period occurs in a single
                           computation period) ; or

                  (2)      for an Hour-of-Service for which the Employee is
                           directly or indirectly paid, or entitled to payment,
                           because of a period in which no duties are performed
                           if such payment is made or due under a plan
                           maintained solely for the purpose of complying with
                           applicable worker's or workmen's compensation, or
                           unemployment compensation or disability insurance
                           laws; or

                  (3)      for an Hour-of-Service for a payment which solely
                           reimburses the Employee for medical or medically
                           related expenses incurred by him.

                  For purposes of this subparagraph (b), a payment shall be
                  deemed to be made by, or due from the Employer. regardless of
                  whether such payment is made by, or due from the Employer,
                  directly or

<PAGE>

                  indirectly through, among others, a trust fund or insurer, to
         which the Employer contributes or pays premiums and regardless of
         whether contributions made or due to the trust fund, insurer or other
         entity are for the benefit of particular employees or are on behalf of
         a group of employees in the aggregate.

         (c)      Each hour for which back pay, irrespective of mitigation of
                  damages, is either awarded or agreed to by the Employer. The
                  same Hours-of-Service shall not be credited both under
                  subparagraph (a) or subparagraph (b) above (as the case may
                  be) and under this subparagraph (c). Crediting of
                  Hours-of-Service for back pay awarded or agreed to with
                  respect to periods described in subparagraph (b) above will be
                  subject to the limitations set forth in that subparagraph.

         The crediting of Hours-of-Service above shall be applied under the
         rules of paragraphs (b) and (c) of the Department of Labor Regulation
         2530.200b-2 (including any interpretations or opinions implementing
         said rules); which rules, by this reference, are specifically
         incorporated in full within this Plan. The reference to paragraph (b)
         applies to the special rule for determining hours of service for
         reasons other than the performance of duties such as payments
         calculated (or not calculated) on the basis of units of time and the
         rule against double credit. The reference to paragraph (c) applies to
         the crediting of hours of service to computation periods .

         Hours-of-Service shall be credited for employment with any other
         employer required to be aggregated with the Employer under Code
         Sections 414(b), (c), (m) or (0) and the regulations thereunder for
         purposes of eligibility and vesting. Hours-of-Service shall also be
         credited for any individual who is considered an employee for purposes
         of this Plan pursuant to Code Section 414(n) or Code Section 414(01 and
         the regulations thereunder .

         Solely for purposes of determining whether a one-year break in service
         has occurred for eligibility or vesting purposes, during a Parental
         Absence an Employee shall be credited with the Hours-of Service which
         otherwise would normally have been credited to the Employee but for
         such absence, or in any case in which such hours cannot be determined,
         eight Hours-of-Service per day of such absence. The Hours-of-Service
         credited under this paragraph shall be credited in the computation
         period in which the absence begins if the crediting is necessary to
         prevent a break in service in that period; or in all other cases, in
         the following computation period.

         INACTIVE PARTICIPANT means a former Active Participant who has an
         Account. See the INACTIVE PARTICIPANT SECTION of Article II.

         INSURER means Principal Life Insurance Company and any other insurance
         company or companies named by the Primary Employer .

         INVESTMENT FUND means the total assets held for the purpose of
         providing benefits for Participants. These funds result from
         Contributions made under the Plan.

         INVESTMENT MANAGER means any fiduciary (other than a trustee or Named
         Fiduciary) (a) who has the power to manage, acquire, or dispose of any
         assets of the Plan; and (b) who (1) is registered as an investment
         adviser under the Investment Advisers Act of 1940, or (2) is a bank, as
         defined in the Investment Advisers Act of 1940, or (3) is an insurance
         company

<PAGE>

                  qualified to perform services described in subparagraph (a)
         above under the laws of more than one state; and

         (c)      who has acknowledged in writing being a fiduciary with respect
                  to the Plan.

         LATE RETIREMENT DATE means the first day of any month which is after a
         Participant's Normal Retirement Date and on which retirement benefits
         begin. If a Participant continues to work for the Employer after his
         Normal Retirement Date, his Late Retirement Date shall be the earliest
         first day of the month on or after he ceases to be an Employee. An
         earlier or a later Retirement Date may apply if the Participant so
         elects. An earlier Retirement Date may apply if the Participant is age
         70 1/2. See the WHEN BENEFITS START SECTION of Article V.

         LEASED EMPLOYEE means any person (other than an employee of the
         recipient) who pursuant to an agreement between the recipient and any
         other person ("leasing organization") has performed services for the
         recipient (or for the recipient and related persons determined in
         accordance with Code Section 414In)161) on a substantially full time
         basis for a period of at least one year, and such services are of a
         type historically performed by employees in the business field of the
         recipient employer. Contributions or benefits provided a Leased
         Employee by the leasing organization which are attributable to service
         performed for the recipient employer shall be treated as provided by
         the recipient employer .

         A Leased Employee shall not be considered an employee of the recipient
         if:

         (a)      such employee is covered by a money purchase pension plan
                  providing ( 1) a nonintegrated employer contribution rate of
                  at least 10 percent of compensation, as defined in Code
                  Section 415Ic)13), but including amounts contributed pursuant
                  to a salary reduction agreement which are excludable from the
                  employee's gross income under Code Sections 125, 402(e)(3),
                  402(h) or 403(b), (2) immediate participation, and (3) full
                  and immediate vesting and

         (b)      Leased Employees do not constitute more than 20 percent of the
                  recipient's nonhighly compensated workforce.

         LOAN ADMINISTRATOR means the person or positions authorized to
         administer the Participant loan program.

         The Loan Administrator is Vice President, Human Resource Manager .

         MATCHING CONTRIBUTIONS means matching contributions made by the
         Employer to fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of
         Article III.

         MONTHLY DATE means each Yearly Date and the same day of each following
         month during the Plan Year beginning on such Yearly Date.

         NAMED FIDUCIARY means the person or persons who have authority to
         control and manage the operation and administration of the Plan.

         The Named Fiduciary is the Employer .

<PAGE>

                  NONHIGHLY COMPENSATED EMPLOYEE means an Employee of the
         Employer who is neither a Highly Compensated Employee nor a Family
         Member .

         NONVESTED ACCOUNT means the part, if any, of a Participant's Account
         that is in excess of his Vested Account.

         NORMAL FORM means a single sum payment.

         NORMAL RETIREMENT AGE means the age at which the Participant's normal
         retirement benefit becomes nonforfeitable. A Participant's Normal
         Retirement Age is 65.

         NORMAL RETIREMENT DATE means the earliest first day of the month on or
         after the date the Participant reaches his Normal Retirement Age.
         Unless otherwise provided in this Plan, a Participant's retirement
         benefits shall begin on a Participant's Normal Retirement Date if he
         has ceased to be an Employee on such date and has a Vested Account.
         However, retirement benefits shall not begin before the later of age 62
         or Normal Retirement Age unless the qualified election procedures of
         the ELECTION PROCEDURES SECTION of Article VI are met. Even if the
         Participant is an Employee on his Normal Retirement Date, he may choose
         to have his retirement benefit begin on such date. See the WHEN
         BENEFITS START SECTION of Article V.

         PARENTAL ABSENCE means an Employee's absence from work which begins on
         or after the first Yearly Date after December 31, 1984,

         (a)      by reason of pregnancy of the Employee,

         (b)      by reason of birth of a child of the Employee,

         (c)      by reason of the placement of a child with the Employee in
                  connection with adoption of such child by such Employee, or

         (d)      for purposes of caring for such child for a period beginning
                  immediately following such birth or placement.

         PARTICIPANT means either an Active Participant or an Inactive
         Participant.

         PERIOD OF Military DUTY means, for an Employee

         (a)      who served as a member of the armed forces of the United
                  States, and

         (b)      who was reemployed by the Employer at a time when the Employee
                  had a right to reemployment in accordance with seniority
                  rights as protected under Section 2021 through 2026 of Title
                  38 of the U. S. Code,

         the period of time from the date the Employee was first absent from
         active work for the Employer because of such military duty to the date
         the Employee was reemployed.

<PAGE>

                  PERIOD OF SERVICE means a period of time beginning on an
         Employee's Employment Commencement Date or Reemployment Commencement
         Date (whichever applies) and ending on his Severance from Service Date.

         PERIOD OF SEVERANCE means a period of time beginning on an Employee's
         Severance from Service Date and ending on the date he again performs an
         Hour-of-Service,

         A one-year Period of Severance means a Period of Severance of 12
         consecutive months.

         Solely for purposes of determining whether a one-year Period of
         Severance has occurred for eligibility or vesting purposes, the
         12-consecutive month period beginning on the first anniversary of the
         first date of a Parental Absence shall not be a one-year Period of
         Severance.

         PLAN means the 401 (k) plan of the Employer set forth in this document,
         including any later amendments to it.

         PLAN ADMINISTRATOR means the person or persons who administer the Plan.

         The Plan Administrator is the Employer .

         PLAN YEAR means a period beginning on a Yearly Date and ending on the
         day before the next Yearly Date.

         PREDECESSOR EMPLOYER means Bank of Orange County and Placer Sierra
         Bank, or any other company, corporation, trade or business which the
         Employer acquires by change of name, merger, acquisition or a change of
         corporate status and which maintained a qualified retirement plan that
         is merged with or into the Plan or is otherwise maintained by the
         Employer after the acquisition.

         PREDECESSOR PLAN means the Sacramento Commercial Bank 401 (k) Salary
         Savings Plan, The Bank of Orange County Profit Sharing Plan and the
         Placer Sierra Bank 401 (k) Plan.

         PRIMARY EMPLOYER means California Community Bancshares, Inc.

         QUALIFIED NONELECTIVE CONTRIBUTIONS means contributions (other than
         Employer Contributions made to the Plan on behalf of a Participant on
         account of Elective Deferral Contributions or on account of
         contributions made by the Participant) made by the Employer to fund
         this Plan which an Employee may not elect to have paid to him in cash
         instead of being contributed to the Plan and which are subject to the
         distribution and nonforfeitability requirements under Code Section 401
         (k). See the EMPLOYER CONTRIBUTIONS SECTION of Article III.

         QUARTERLY DATE means each Yearly Date and the third, sixth and ninth
         Monthly Date after each Yearly Date which is within the same Plan Year.

         REEMPLOYMENT COMMENCEMENT DATE means the date an Employee first
         performs an Hour-of-Service following a Period of Severance.

         REENTRY DATE means the date a former Active Participant reenters the
         Plan. See the ACTIVE PARTICIPANT SECTION of Article II.

<PAGE>

                  RETIREMENT DATE means the date a retirement benefit will begin
         and is a Participant's Normal or Late Retirement Date, as the case may
         be.

         ROLLOVER CONTRIBUTIONS means the Rollover Contributions which are made
         by a Participant according to the provisions of the ROLLOVER
         CONTRIBUTIONS SECTION of Article III.

         SEVERANCE FROM SERVICE DATE means the earlier of

         (a)      the date on which an Employee quits, retires, dies or is
                  discharged, or

         (b)      the first anniversary of the date an Employee begins a
                  one-year absence from service (with or without pay). This
                  absence may be the result of any combination of vacation,
                  holiday, sickness, disability, leave of absence or layoff .

         Solely to determine whether a one-year Period of Severance has occurred
         for eligibility or vesting purposes for an Employee who is absent from
         service beyond the first anniversary of the first day of a Parental
         Absence, Severance from Service Date is the second anniversary of the
         first day of the Parental Absence. The period between the first and
         second anniversaries of the first day of the Parental Absence is not a
         Period of Service and is not a Period of Severance.

         TEFRA means the Tax Equity and Fiscal Responsibility Act of 1982.

         TEFRA COMPLIANCE DATE means the date a plan is to comply with the
         provisions of TEFRA. The TEFRA Compliance Date as used in this Plan is,

         (a)      for purposes of contribution limitations. Code Section 415,

                  (1)      if the plan was in effect on July 1, 1982, the first
                           day of the first limitation year which begins after
                           December 31, 1982, or

                  (2)      if the plan was not in effect on July 1, 1982, the
                           first day of the first limitation year which ends
                           after July 1, 1982.

         (b)      for all other purposes, the first Yearly Date after December
                  31, 1983.

         TOTALLY AND PERMANENTLY DISABLED means that a Participant is
         disabled, as a result of sickness or injury, to the extent that he is
         prevented from engaging in any substantial gainful activity, and is
         eligible for and receives a disabi1ity benefit under Title II of the
         Federal Social Security Act.

         TRUST means an agreement of trust between the Primary Employer and
         Trustee established for the purpose of holding and distributing the
         Trust Fund under the provisions of the Plan. The Trust may provide for
         the investment of all or any portion of the Trust Fund in the Group
         Contract.

         TRUST FUND means the total funds held under the Trust for the purpose
         of providing benefits for Participants. These funds result from
         Contributions made under the Plan which are forwarded to the Trustee to
         be deposited in the Trust Fund.

<PAGE>

                  TRUSTEE means the trustee or trustees under the Trust. The
         term Trustee as it is used in this Plan is deemed to include the plural
         unless the context clearly indicates otherwise.

         VESTED ACCOUNT means the vested part of a Participant's Account. The
         Participant's Vested Account is determined as follows.

         If the Participant's Vesting Percentage is 100%. his Vested Account
         equals his Account.

         If the Participant's Vesting Percentage is less than 100%, his Vested
         Account equals the sum of (a) and (b) below;

         (a)      The part of the Participant's Account that results from
                  Employer Contributions made before a prior Forfeiture Date and
                  all other Contributions which were 100% vested when made.

         (b)      The balance of the Participant's Account in excess of the
                  amount in (a) above multiplied by his Vesting Percentage.

         If the Participant has received a distribution, any part of which
         resulted from Employer Contributions, other than the vested Employer
         Contributions included in (a) above, the amount determined under this
         subparagraph (b) shall be equal to P(AB + D) -D as defined below:

         P The Participant's Vesting Percentage.

         AB The balance of the Participant's Account in excess of the amount in
         (a) above.

         D The amount of distribution that resulted from Employer Contributions,
         other than the vested

                  Employer Contributions included in (a) above. The
                  Participant's

         Vested Account is nonforfeitable.

         VESTING BREAK IN SERVICE means a Vesting Computation Period in which an
         Employee is credited with 500 or fewer Hours-of-Service. An Employee
         incurs a Vesting Break in Service on the last day of a Vesting
         Computation Period in which he has a Vesting Break in Service.

         VESTING COMPUTATION PERIOD means a 12-consecutive month period ending
         on the last day of each Plan Year. including corresponding
         12-consecutive month periods before August 1, 1990.

         VESTING PERCENTAGE means the percentage used to determine the
         nonforfeitable portion of a Participant's Account attributable to
         Employer Contributions which were not 100% vested when made.

         A Participant's Vesting Percentage is shown in the following schedule
         opposite the number of whole years of his Vesting Service.

<PAGE>


                             VESTING SERVICE VESTING
               [whole years] PERCENT AGE

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

         Notwithstanding the foregoing schedule, a Participant who was a member
         of the Placer Sierra Bank 401 (k) Plan before January 1, 2001, who has
         not permanently forfeited his nonvested account balance and who has
         less than 3 years of Vesting Service as of December 31, 2000, shall
         have a 25% Vesting Percentage if he has then completed 1 year of
         Vesting Service and a 50% Vesting Percentage if he has then completed 2
         years of Vesting Service. Any such Participant who had at least 3 years
         of Vesting Service as of December 31, 2000, shall have his Vesting
         Percentage determined under the prior four year graded vesting schedule
         of the Placer Sierra Bank 401 (k) Plan.

         In addition, the Vesting Percentage shall be 100% for a Participant who
         is an employee on or after (i) the date there is a change of control of
         the Primary Employer, provided the change in control occurs before
         January 1, 2006, (ii) the date he reaches his Normal Retirement Age,
         (iii) the date of his death, or (iv) the date he becomes Totally and
         Permanently Disabled. For this purpose Change in control" means a
         transaction that is (i) the closing of a sale or exchange (including a
         sale or exchange in connection with a merger) of a majority of
         outstanding shares of common stock of the Primary Employer, other than
         a sale of shares to The California Community Bancshares, Inc. Employee
         Stock Ownership Plan, or (ii) the closing of a sale by the Primary
         Employer of all or substantially all of its assets to an entity that is
         not a member of the Primary Employer's Controlled Group.

         If the schedule used to determine a Participant's Vesting Percentage is
         changed, the new schedule shall not apply to a Participant unless he is
         credited with an Hour-of-Service on or after the date of the change and
         the Participant's nonforfeitable percentage on the day before the date
         of the change is not reduced under this Plan. The amendment provisions
         of the AMENDMENT SECTION of Article IX regarding changes in the
         computation of the Vesting Percentage shall apply.

         VESTING SERVICE means one year of service for each Vesting Computation
         Period in which an Employee is credited with at least 1 ,000
         Hours-of-Service.

         However, Vesting Service is modified as follows:

         Predecessor Employer service included:

                 An Employee's service with a Predecessor Employer shall be
                 included as service with the Employer. If this Plan is not a
                 continuation of a plan of that Predecessor Employer, an
                 Employee's service with that Predecessor Employer shall be
                 counted only if service continued with the Employer without
                 interruption. This service includes service performed while a
                 proprietor or partner .

<PAGE>

                           Period of Military Duty included:

                  A Period of Military Duty shall be included as service with
                  the Employer to the extent it has not already been credited.
                  For purposes of crediting Hours-of-Service during the Period
                  of Military Duty, an Hour-of.Service shall be credited
                  (without regard to the 501 Hour-of-Service limitation) for
                  each hour an Employee would normally have been scheduled to
                  work for the Employer during such period.

         Controlled Group service included:

                An Employee's service with a member firm of a Controlled Group
                while both that firm and the Employer were members of the
                Controlled Group shall be included as service with the Employer.

         YEARLY DATE means August 1, 1990, and each following January 1.

         YEARS OF SERVICE means an Employee's Vesting Service disregarding any
         modifications which exclude service .

<PAGE>

                                   ARTICLE II

                                 PARTICIPATION


SECTION 2.01--ACTIVE PARTICIPANT.

         (a)      An Employee shall first become an Active Participant (begin
                  active participation in the Plan) on the earliest Quarterly
                  Date on or after January 1, 2001, on which he is an Eligible
                  Employee and has met both of the eligibility requirements set
                  forth below. This date is his Entry Date.

                  (1)      He has completed 6 months of Eligibility Service
                           before his Entry Date.

                  (2)      He is age 18 or older.

                  Each Employee who was an Active Participant under the Plan on
                  December 31, 2000, shall continue to be an Active Participant
                  if he is still an Eligible Employee on January 1, 2001, and
                  his Entry Date shall not change.

                  If a person has been an Eligible Employee who has met all the
                  eligibility requirements above, but is not an Eligible
                  Employee on the date which would have been his Entry Date, he
                  shall become an Active Participant on the date he again
                  becomes an Eligible Employee. This date is his Entry Date.

         (b)      An Inactive Participant shall again become an Active
                  Participant (resume active participation in the Plan) on the
                  date he again performs an Hour-of-Service as an Eligible
                  Employee. This date is his Reentry Date.

         Upon again becoming an Active Participant, he shall cease to be an
Inactive Participant.

         (c)      A former Participant shall again become an Active Participant
                  (resume active participation in the Plan) on the date he again
                  performs an Hour-of-Service as an Eligible Employee. This date
                  is his Reentry Date.

         There shall be no duplication of benefits for a Participant under this
Plan because of more than one period as an Active Participant.

SECTION 2.02--INACTIVE PARTICIPANT.

         An Active Participant shall become an Inactive Participant (stop
accruing benefits under the Plan) on the earlier of the following:

         (a)      The date on which he ceases to be an Eligible Employee Ion his
                  Retirement Date if the date he ceases to be an Eligible
                  Employee occurs within one month of his Retirement Date).

         (b)      The effective date of complete termination of the Plan.
<PAGE>

                  An Employee or former Employee who was an Inactive Participant
         under the Plan on December 31, 2000, shall continue to be an Inactive
         Participant on January 1, 2001. Eligibility for any benefits payable to
         him or on his behalf and the amount of the benefits shall be determined
         according to the provisions of the prior document, unless otherwise
         stated in this document.

SECTION 2.03--CESSATION OF PARTICIPATION.

         A Participant shall cease to be a Participant on the date he is no
         longer an Eligible Employee and his Account is zero.

SECTION 2.04--ADOPTING EMPLOYERS -SINGLE PLAN.

         Each of the employers controlled by or affiliated with the Employer and
listed below is an Adopting. Employer. Each Adopting Employer listed below
participates with the Employer in this Plan. An Adopting Employer's agreement to
participate in this Plan shall be in writing.

         If the Adopting Employer did not maintain its plan before its date of
adoption specified below, its date of adoption shall be the Entry Date for any
of its employees who have met the requirements in the ACTIVE PARTICIPANT SECTION
of Article II as of that date. Service with and earnings from an Adopting
Employer shall be included as service with and earnings from the Employer.
Transfer of employment, without interruption, between an Adopting Employer and
another Adopting Employer or the Employer shall not be considered an
interruption of service.

         Contributions made by an Adopting Employer shall be treated as
Contributions made by the Employer. Forfeitures arising from those
Contributions shall be used for the benefit of all Participants.

         An employer shall not be an Adopting Employer if it ceases to be
controlled by or affiliated with the Employer. Such an employer may continue a
retirement plan for its employees in the form of a separate document. This Plan
shall be amended to delete a former Adopting Employer from the list below.

         If an employer ceases to be an Adopting Employer and does not continue
a retirement plan for the benefit of its employees, partial termination may
result and the provisions of Article VII apply.

                               ADOPTING EMPLOYERS

NAME FISCAL YEAR END DATE OF ADOPTION Sacramento Commercial Bank December 31
January 1, 2001

<PAGE>

                                   ARTICLE III

                                  CONTRIBUTIONS

SECTION 3.01--EMPLOYER CONTRIBUTIONS.

         Employer Contributions for Plan Years which end on or after January 1,
2001, may be made without regard to current or accumulated net income, earnings,
or profits of the Employer. Notwithstanding the foregoing, the Plan shall
continue to be designed to qualify as a profit sharing plan for purposes of Code
Sections 401 (a), 402, 412, and 417. Such Contributions will be equal to the
Employer Contributions as described below:

         (a)      The amount of each Elective Deferral Contribution for a
                  Participant shall be equal to any percentage (not more than
                  15%) of his Compensation for the pay period as elected in his
                  elective deferral agreement. An Employee who is eligible to
                  participate in the Plan may file an elective deferral
                  agreement with the Employer, The elective deferral agreement
                  to start Elective Deferral Contributions may be effective on a
                  Participant's Entry Date (Reentry Date, if applicable) or any
                  following Quarterly Date. The Participant shall make any
                  change or terminate the elective deferral agreement by filing
                  a new elective deferral agreement. A Participant's elective
                  deferral agreement making a change may be effective on any
                  date an elective deferral agreement to start Elective Deferral
                  Contributions could be effective. A Participant's elective
                  deferral agreement to stop Elective Deferral Contributions may
                  be effective on any date. The elective deferral agreement must
                  be in writing and effective before the beginning of the pay
                  period in which Elective Deferral Contributions are to start,
                  change or stop.

         Elective Deferral Contributions are fully (100%) vested and
         nonforfeitable.

         (b)      The Primary Employer may, in its discretion, elect to make
                  Matching Contributions for a Plan Year. The amount of each
                  Matching Contribution for a Participant may be up to 50% of
                  the Elective Deferral Contributions made, for the pay period,
                  disregarding any Elective Deferral Contributions in excess of
                  6% of his Compensation.

         Matching Contributions are subject to the Vesting Percentage.

         (c)      Qualified Nonelective Contributions may be made for each Plan
                  Year in an amount determined by the Employer to be used to
                  reduce Excess Aggregate Contributions and Excess
                  Contributions, as defined in the EXCESS AMOUNTS SECTION of
                  Article III.

         Qualified Nonelective Contributions are fully (100%) vested and subject
         to the distribution restrictions of Code Section 401(k) when made,

         (d)      The amount of each Discretionary Contribution shall be
                  determined by the Employer,

         Discretionary Contributions are subject to the Vesting Percentage.

<PAGE>

                  No Participant shall be permitted to have Elective Deferral
          Contributions. as defined in the EXCESS AMOUNTS SECTION of Article
          III, made under this Plan, or any other qualified plan maintained by
          the Employer, during any taxable year, in excess of the dollar
          limitation contained in Code Section 402(g) in effect at the beginning
          of such taxable year.

                  The Employer shall pay to the Trustee its Contributions used
          to determine the Actual Deferral Percentage. as defined in the EXCESS
          AMOUNTS SECTION of Article III, to the Plan for each Plan Year not
          rater than the end of the twelve-month period immediately following
          the Plan Year for which they are deemed to be paid. Any such
          Contributions accumulated through payroll deductions shall be paid
          within 90 days of the date withheld or the date it is first reasonably
          practical for the Employer to do so, if earlier.

                  A portion of the Plan assets resulting from Employer
          Contributions (but not more than the original amount of those
          Contributions) may be returned if the Employer Contributions are made
          because of a mistake of fact or are more than the amount deductible
          under Code Section 404 (excluding any amount which is not deductible
          because the Plan is disqualified). The amount involved must be
          returned to the Employer within one year after the date the Employer
          Contributions are made by mistake of fact or the date the deduction is
          disallowed, whichever applies. Except as provided under this paragraph
          and Article VII, the assets of the Plan shall never be used for the
          benefit of the Employer and are held for the exclusive purpose of
          providing benefits to Participants and their Beneficiaries and for
          defraying reasonable expenses of administering the Plan.

 .SECTION 3.01 A--ROLLOVER CONTRIBUTIONS.

         A Rollover Contribution may be made by or for an Eligible Employee if
the following conditions are met:

         (a)      The Contribution is a rollover contribution which the Code
                  permits to be transferred to a plan that meets the
                  requirements of Code Section 401(a).

         (b)      If the Contribution is made by the Eligible Employee. it is
                  made within sixty days after he receives the distribution.

         (c)      The Eligible Employee furnishes evidence satisfactory to the
                  Plan Administrator that the proposed transfer is in fact a
                  rollover contribution that meets conditions (a) and (b) above.

         The Rollover Contribution may be made by the Eligible Employee or the
Eligible Employee may direct the trustee or named fiduciary of another plan to
transfer the funds which would otherwise be a Rollover Contribution directly to
this Plan. Such transferred funds shall be called a Rollover Contribution. The
Contribution shall be made according to procedures set up by the Plan
Administrator.

         If the Eligible Employee is not an Active Participant at the time the
Rollover Contribution is made, he shall be deemed to be a Participant only for
the purposes of investment and distribution of the Rollover Contribution. He
shall not share in the allocation of Employer Contributions and he may not make
nondeductible Participant Contributions until the time he meets all the
requirements to become an Active Participant.

         Rollover Contributions made by or for an Eligible Employee shall be
credited to his Account. The part of the Participant's Account resulting from
Rollover Contributions is fully (100%) vested and nonforfeitable at all times. A
separate accounting record shall be maintained for that part of his Rollover
Contribution which

<PAGE>

consists of voluntary contributions that were deducted from the Participant's
gross income for Federal income tax purposes.

SECTION 3.02--FORFEITURES.

         The Nonvested Account of a Participant shall be forfeited as of the
earlier of the following: the date of the Participant's death, if prior to such
date he had ceased to be an Employee; or his Forfeiture Date. All or a part of a
Participant's Nonvested Account will be forfeited if, after he ceases to be an
Employee, he receives a distribution of his entire Vested Account or a
distribution of his Vested Account derived from Employer Contributions which
were not 100% vested when made according to the provisions of the VESTED
BENEFITS SECTION of Article V or the SMALL AMOUNTS SECTION of Article IX. If a
Participant's Vested Account is zero on the date he ceases to be an Employee, he
shall be deemed to have received a distribution of his entire Vested Account on
such date. The forfeiture will occur as of the date he receives the distribution
or on the date such provision became effective, if later. If he receives a
distribution of his entire Vested Account, his entire Nonvested Account will be
forfeited. If he receives a distribution of his Vested Account from Employer
Contributions which were not 100% vested when made, but less than his entire
Vested Account, the amount to be forfeited will be determined by multiplying his
Nonvested Account by a fraction. The numerator of the fraction is the amount of
the distribution derived from Employer Contributions which were not 100% vested
when made and the denominator of the fraction is his entire Vested Account
derived from such Employer Contributions on the date of distribution.

                A Forfeiture shall also occur as described in the EXCESS AMOUNTS
SECTION of Article III.

         Forfeitures may first be applied to pay expenses under the Plan which
would otherwise be paid by the Plan.

         Forfeitures not used to pay expenses shall be applied to reduce the
earliest Employer Contributions made after the Forfeitures are determined.
Forfeitures shall be determined at least once during each taxable year of the
Employer. Upon their application. such Forfeitures shall be deemed to be
Employer Contributions.

         Forfeitures of Matching Contributions which relate to excess amounts
shall be applied as provided in the EXCESS AMOUNTS SECTION of Article III.

         If a Participant again becomes an Eligible Employee after receiving a
distribution which caused his Nonvested Account to be forfeited, he shall have
the right to repay to the Plan the entire amount of the distribution he received
(excluding any amount of such distribution resulting from Contributions which
were 100% vested when made). The repayment must be made before the earlier of
the date five years after the date he again becomes an Eligible Employee or the
end of the first period of five consecutive Vesting Breaks in Service which
begin after the date of the distribution.

         If the Participant makes the repayment provided above. the Plan
Administrator shall restore to his Account an amount equal to his Nonvested
Account which was forfeited on the date of distribution, unadjusted for any
investment gains or losses. If the amount of the repayment is zero dollars
because the Participant was deemed to have received a distribution or the plan
did not have repayment provisions in effect on the date the distribution was
made and he again performs an Hour-of-Service as an Eligible Employee within the
repayment period. the Plan Administrator shall restore the Participant's Account
as if he had made a required repayment on the date he performed such
Hour-of-Service. Restoration of the Participant's Account shall include
restoration of all Code Section 411 (d)(6) protected benefits with respect to
that restored Account,

<PAGE>

according to applicable Treasury regulations. Provided, however, the Plan
Administrator shall not restore the Nonvested Account if a Forfeiture Date has
occurred after the date of the distribution and on or before the date of
repayment and that Forfeiture Date would result in a complete forfeiture of the
amount the Plan Administrator would otherwise restore.

         The Plan Administrator shall restore the Participant's Account by the
close of the Plan Year following the Plan Year in which repayment is made.
Permissible sources for restoration are Forfeitures or Employer Contributions.
The Employer shall contribute. without regard to any requirement or condition of
the EMPLOYER CONTRIBUTIONS SECTION of Article 111, such additional amount needed
to make the required restoration. The repaid and restored amounts are not
included in the Participant's Annual Addition. as defined in the CONTRIBUTION
LIMITATION SECTION of Article III.

SECTION 3.03--ALLOCATION.

         The following Contributions for the Plan Year shall be allocated among
all eligible persons:

         Qualified Nonelective Contributions
         Discretionary Contributions

         The eligible persons are all Participants and former Participants who
had 1 ,000 or more Hours-of-Service in the Accrual Computation Period that ends
in the Plan Year and who (i) are Active Participants on the last day of the Plan
Year or (ii) were Active Participants at any time in the Plan Year and have
died. retired or become Totally and Permanently Disabled. The amount allocated
to such a person shall be determined below and under Article X,

         An Employee's service with a Predecessor Employer shall be included as
service with the Employer for the purpose of determining his Hours-of-Service to
be eligible for an allocation. If this Plan is not a continuation of a plan of
that Predecessor Employer, an Employee's service with that Predecessor Employer
shall be counted only if service continued with the Employer without
interruption. This service includes service performed while a proprietor or
partner .

         The following Contributions for each Plan Year shall be allocated to
each Participant for whom such Contributions were made under the EMPLOYER
CONTRIBUTIONS SECTION of Article III:

         Elective Deferral Contributions
         Matching Contributions

         These Contributions shall be allocated when made and credited to the
Participant's Account.

         The discretionary Qualified Nonelective Contributions to be used to
reduce excess amounts, as described in the EMPLOYER CONTRIBUTIONS SECTION of
this article, shall be allocated as of the last day of the plan Year only to
Nonhighly Compensated Employees who meet the allocation requirements of this
section. Such Contributions shall be allocated first to the eligible person with
the lowest Annual Compensation for the Plan Year, then to the eligible person
with the next lowest Annual Compensation, and so forth, in each case subject to
the applicable limits of the CONTRIBUTION LIMITATION SECTION of this article.
This amount shall be credited to the person's Account.

<PAGE>

         Discretionary Contributions are allocated as of the last day of each
Plan Year. The amount allocated to each eligible person for the Plan Year shall
be equal to the Discretionary Contributions for the Plan Year , multiplied by
the ratio of (a) his Annual Compensation as of the last day of the Plan Year to
(b) the total of such compensation for all eligible persons. This amount is
credited to his Account.

SECTION 3.04--CONTRIBUTION LIMITATION.

         (a)      For the purpose of determining the contribution limitation set
                  forth in this section, the following terms are defined:

         AGGREGATE ANNUAL ADDITION: means, for a Participant with respect to any
         limitation Year, the sum of his Annual Additions under all defined
         contribution plans of the Employer, as defined in this section, for
         such Limitation Year. The nondeductible participant contributions which
         the Participant makes to a defined benefit plan shall be treated as
         Annual Additions to a defined contribution plan. The Contributions the
         Employer, as defined in this section, made for the Participant for a
         Plan Year beginning on or after March 31, 1984, to an individual
         medical benefit account, as defined in Code Section 415(1)(2), under a
         pension or annuity plan of the Employer, as defined in this section,
         shall be treated as Annual Additions to a defined contribution plan.
         Also, amounts derived from contributions paid or accrued after December
         31, 1985, in Fiscal Years ending after such date, which are
         attributable to post-retirement medical benefits allocated to the
         separate account of a key employee, as defined in Code Section
         419A(d)(3), under a welfare benefit fund, as defined in Code Section
         419(e), maintained by the Employer, as defined in this section, are
         treated as Annual Additions to a defined contribution plan. The 25% of
         Compensation limit under Maximum Permissible Amount does not apply to
         Annual Additions resulting from contributions made to an individual
         medical account, as defined in Code Section 415(l)12), or to Annual
         Additions resulting from contributions for medical benefits, within the
         meaning of Code Section 419A, after separation from service.

         ANNUAL ADDITION means the amount added to a Participant's account for
         any Limitation Year which may not exceed the Maximum Permissible
         Amount. The Annual Addition under any plan for a Participant with
         respect to any Limitation Year, shall be equal to the sum of I 1) and
         (2) below:

         (1)      Employer contributions and forfeitures credited to his account
                  for the Limitation Year .

         (2)      Participant contributions made by him for the Limitation Year.

         Before the first Limitation Year beginning after December 31, 1986, the
         amount under (2) above is the lesser of (i) 112 of his nondeductible
         participant contributions made for the Limitation Year , or (ii) the
         amount, if any, of his nondeductible participant contributions made for
         the Limitation Year which is in excess of six percent of his
         Compensation, as defined in this section, for such Limitation Year .

         COMPENSATION means all wages for Federal income tax withholding
         purposes, as defined under Code Section 3401 (a) (for purposes of
         income tax withholding at the source). disregarding any rules limiting
         the remuneration included as wages based on the nature or location of
         the employment or the services performed. Compensation also includes
         all other payments to an Employee in the course of the Employer's trade
         or business, for which the Employer must furnish
<PAGE>

         the Employee a written statement under Code Sections 6041 (d) and 6051
         (a)(3). The Wages, Tips and Other Compensation" box on Form W-2
         satisfies this definition.

         For any self-employed individual Compensation will mean earned income.

         For purposes of applying the limitations of this section, Compensation
         for a Limitation Year is the Compensation actually paid or made
         available during such limitation Year.

         DEFINED BENEFIT PLAN FRACTION means, with respect to a limitation Year
         for a Participant who is or has been a participant in a defined benefit
         plan ever maintained by the Employer, as defined in this section, the
         quotient, expressed as a decimal, of

         (11      the Participant's Projected Annual Benefit under all
                  such plans as of the close of such limitation Year,
                  divided by

         (21      on and after the TEFRA Compliance Date, the lesser of
                  (i) or (ii) below:

                  (i)      1.25 multiplied by the maximum dollar limitation
                           which applies to defined benefit plans determined for
                           the Limitation Year under Code Sections 415(b) or (d)
                           or

                  (ii)     1.4 multiplied by the Participant's highest average
                           compensation as defined in the defined benefit
                           plan(s),

                  including any adjustments under Code Section 415(b).

                  Before the TEFRA Compliance Date, this denominator is the
                  Participant's Projected Annual Benefit as of the close of the
                  Limitation Year if the plan(s) provided the maximum benefit
                  allowable.

         The Defined Benefit Plan Fraction shall be modified as follows:

         If the Participant was a participant as of the first day of the first
         Limitation Year beginning after December 31, 1986, in one or more
         defined benefit plans maintained by the Employer, as defined in this
         section, which were in existence on May 6. 1986, the denominator of
         this fraction will not be less than 125 percent of the sum of the
         annual benefits under such plans which the Participant had accrued as
         of the close of the last Limitation Year beginning before January 1,
         1987~ disregarding any changes in the terms and conditions of the plan
         after May 5, 1986. The preceding sentence applies only if the defined
         benefit plans individually and in the aggregate satisfied the
         requirements of Code Section 415 for all Limitation Years beginning
         before January 1, 1987.

         DEFINED CONTRIBUTION PLAN FRACTION means. for a Participant with
         respect to a Limitation Year, the quotient, expressed as a decimal. of

         (1)      the Participant's Aggregate Annual Additions for such
                  Limitation Year and all prior Limitation Years, under all
                  defined contribution plans (including the Aggregate Annual
                  Additions attributable to nondeductible accounts under defined
                  benefit plans and attributable to all welfare benefit funds,
                  as defined in Code Section 419(e) and attributable

<PAGE>

                  to individual medical accounts, as defined in Code
                  Section 415(l)(2)) ever maintained by the Employer, as
                  defined in this section, divided by

         (2)      on and after the TEFRA Compliance Date, the sum of the amount
                  determined for the Limitation Year under (i) or (ii) below,
                  whichever is less, and the amounts determined in the same
                  manner for all prior Limitation Years during which he has
                  been an Employee or an employee of a predecessor employer:

                  (i)     1.25 multiplied by the maximum permissible
                          dollar amount for each such Limitation Year,
                          or

                 (ii)     1.4 multiplied by the maximum permissible
                          percentage of the Participant's Compensation,
                          as defined in this section, for each such
                          Limitation Year.

                          Before the TEFRA Compliance Date, this denominator
                          is the sum of the maximum allowable amount of Annual
                          Addition to his account(s) under all the plan(s) of
                          the Employer, as defined in this section. for each
                          such Limitation Year.

         The Defined Contribution Plan Fraction shall be modified as follows:

         If the Participant was a participant as of the first day of the first
         Limitation Year beginning after December 31. 1986, in one or more
         defined contribution plans maintained by the Employer. as defined in
         this section, which were in existence on May 6. 1986, the numerator of
         this fraction shall be adjusted if the sum of the Defined Contribution
         Plan Fraction and Defined Benefit Plan Fraction would otherwise exceed
         1.0 under the terms of this Plan. Under the adjustment, the dollar
         amount determined below shall be permanently subtracted from the
         numerator of this fraction. The dollar amount is equal to the excess of
         the sum of the two fractions. before adjustment, over 1.0 multiplied by
         the denominator of his Defined Contribution Plan Fraction. The
         adjustment is calculated using his Defined Contribution Plan Fraction
         and Defined Benefit Plan Fraction as they would be computed as of the
         end of the last Limitation Year beginning before January 1, 1987, and
         disregarding any changes in the terms and conditions of the plan made
         after May 5. 1986, but using the Code Section 415 limitations
         applicable to the first Limitation Year beginning on or after
         January 1, 1987.

         The Annual Addition for any Limitation Year beginning before January 1.
         1987. shall not be recomputed to treat all employee contributions as
         Annual Additions.

         For a plan that was in existence on July 1, 1982. for purposes of
         determining the Defined Contribution Plan Fraction for any Limitation
         Year ending after December 31. 1982, the Plan Administrator may elect.
         in accordance with the provisions of Code Section 415. that the
         denominator for each Participant for all Limitation Years ending before
         January 1, 1983. will be equal to

         (1)      the Defined Contribution Plan Fraction denominator which would
                  apply for the last Limitation Year ending in 1982 if an
                  election under this paragraph were not made, multiplied by.

         (2)      a fraction, equal to (i) over (ii) below:

<PAGE>

                  (i)      the lesser of (A) $51,875, or (B) 1.4, multiplied by
                           25% of the Participant's Compensation, as defined in
                           this section, for the Limitation Year ending in 1981;

                  (ii)     the lesser of (A) $41,500, or (B) 25% of the
                           Participant's Compensation, as defined in this
                           section, for the limitation Year ending in 1981.

         The election described above is applicable only if the plan
         administrators under all defined contribution plans of the Employer, as
         defined in this section, also elect to use the modified fraction.

         EMPLOYER means any employer that adopts this Plan and all Controlled
         Group members and any other entity required to be aggregated with the
         employer pursuant to regulations under Code Section 414(0).

         LIMITATION YEAR means the 12-consecutive month period within which it
         is determined whether or not the limitations of Code Section 415 are
         exceeded. Limitation Year means each 12-consecutive month period ending
         on December 31. If the limitation Year is other than the calendar year,
         execution of this Plan (or any amendment to this Plan changing the
         Limitation Year) constitutes the Employer's adoption of a written
         resolution electing the Limitation Year. If the Limitation Year is
         changed, the new Limitation Year shall begin within the current
         Limitation Year , creating a short Limitation Year.

         MAXIMUM PERMISSIBLE AMOUNT means, for a Participant with respect to any
         limitation Year, the lesser of (1) or (2) below:

         (1)      The greater of $30,000 or one-fourth of the maximum dollar
                  limitation which applies to defined benefit plans set forth in
                  Code Section 415(b)(1 )(A) as in effect for the Limitation
                  Year. (Before the TEFRA Compliance Date, $25,000 multiplied by
                  the cost of living adjustment factor permitted by Federal
                  regulations.)

         (2)      25% of his Compensation, as defined in this section, for such
                  Limitation Year -

         The compensation limitation referred to in (2) shall not apply to any
         contribution for medical benefits (within the meaning of Code Section
         401 (h) or Code Section 419A(f)(2)) which is otherwise treated as an
         annual addition under Code Section 415(1)(1 ) or Code Section
         419A(d)12).

         If there is a short Limitation Year because of a change in Limitation
         Year, the Maximum Permissible Amount will not exceed the maximum dollar
         limitation which would otherwise apply multiplied by the following
         fraction:

                  Number of months in the short limitation Year
                  ---------------------------------------------
                                       12

         PROJECTED ANNUAL BENEFIT means a Participant's expected annual benefit
         under all defined benefit plan(s) ever maintained by the Employer, as
         defined in this section. The Projected Annual Benefit shall be
         determined assuming that the Participant will continue employment until
         the later of current age or normal retirement age under such plan(s),
         and that the Participant's compensation for the current Limitation Year
         and all other relevant factors used to determine benefits under such

<PAGE>

         plan(s) will remain constant for all future Limitation Years. Such
         expected annual benefit shall be adjusted to the actuarial equivalent
         of a straight life annuity if expressed in a form other than a straight
         life or qualified joint and survivor annuity.

         (b)      The Annual Addition under this Plan for a Participant during a
                  Limitation Year shall not be more than the Maximum Permissible
                  Amount.

         (c)      Contributions which would otherwise be credited to the
                  Participant's Account shall be limited or reallocated to the
                  extent necessary to meet the restrictions of subparagraph (b)
                  above for any Limitation Year in the following order.
                  Discretionary Contributions shall be reallocated in the same
                  manner as described in the ALLOCATION SECTION of Article III
                  to the remaining Participants to whom the limitations do not
                  apply for the Limitation Year. The Discretionary Contributions
                  shall be limited if there are no such remaining Participants.
                  Qualified Nonelective Contributions shall be reallocated in
                  the same manner as described in the ALLOCATION SECTION of
                  Article III to the remaining Participants to whom the
                  limitations do not apply for the Limitation Year. The
                  Qualified Nonelective Contributions shall be limited if there
                  are no such remaining Participants. Elective Deferral
                  Contributions that are not the basis for Matching
                  Contributions shall be limited. Matching Contributions shall
                  be limited to the extent necessary to limit the Participant's
                  Annual Addition under this Plan to his maximum amount. If
                  Matching Contributions are limited because of this limit,
                  Elective Deferral Contributions that are the basis for
                  Matching Contributions shall be reduced in proportion.

                  If, due to (i) an error in estimating a Participant's
                  Compensation as defined in this section, (ii) because the
                  amount of the Forfeitures to be used to offset Employer
                  Contributions is more than the amount of the Employer
                  Contributions due for the remaining Participants, (iii) as
                  a result of a reasonable error in determining the amount of
                  elective deferrals (within the meaning of Code Section
                  402(g)(3)) that may be made with respect to any individual
                  under the limits of Code Section 415, or (iv) other limited
                  facts and circumstances. a Participant's Annual Addition is
                  greater than the amount permitted in (b) above, such excess
                  amount shall be applied as follows. Elective Deferral
                  Contributions will be returned to the Participant. Elective
                  Deferral Contributions which are not the basis for Matching
                  Contributions will be returned to the Participant. If an
                  excess still exists, Elective Deferral Contributions that
                  are the basis for Matching Contributions will be returned
                  to the Participant. Matching Contributions based on
                  Elective Deferral Contributions which are returned shall be
                  forfeited. If after the return of Elective Deferral
                  Contributions, an excess amount still exists, and the
                  Participant is an Active Participant as of the end of the
                  Limitation Year, the excess amount shall be used to offset
                  Employer Contributions for him in the next Limitation Year.
                  If after the return of Elective Deferral Contributions, an
                  excess amount still exists. and the Participant is not an
                  Active Participant as of the end of the Limitation Year,
                  the excess amount will be held in a suspense account which
                  will be used to offset Employer Contributions for all
                  Participants in the next limitation Year .No Employer
                  Contributions that would be included in the next Limitation
                  Year's Annual Addition may be made before the total
                  suspense account has been used.

         (d)      A Participant's Aggregate Annual Addition for a Limitation
                  Year shall not exceed the Maximum Permissible Amount.

                  If, for the Limitation Year, the Participant has an Annual
                  Addition under more than one defined contribution plan or a
                  welfare benefit fund, as defined in Code Section 419(e), or
                  an individual

<PAGE>

                  medical account, as defined in Code Section 415(1)(2),
                  maintained by the Employer, as defined in this section, and
                  such plans and welfare benefit funds and individual medical
                  accounts do not otherwise limit the Aggregate Annual
                  Addition to the Maximum Permissible Amount, any reduction
                  necessary shall be made first to the profit sharing plans,
                  then to all other such plans and welfare benefit funds and
                  individual medical accounts and, if necessary, by reducing
                  first those that were most recently allocated. Welfare
                  benefit funds and individual medical accounts shall be
                  deemed to be allocated first. However, elective deferral
                  contributions shall be the last contributions reduced
                  before the welfare benefit fund or individual medical
                  account is reduced.

                  If some of the Employer's defined contribution plans were
                  not in existence on July 1, 1982, and some were in
                  existence on that date, the Maximum Permissible Amount
                  which is based on a dollar amount may differ for a
                  Limitation Year. The Aggregate Annual Addition for the
                  Limitation Year in which the dollar limit differs shall not
                  exceed the lesser of (1) 25% of Compensation as defined in
                  this section, (2) $45,475, or (3) the greater of $30,000 or
                  the sum of the Annual Additions for such Limitation Year
                  under all the plan(s) to which the $45,475 amount applies.

         (e)      If a Participant is or has been a participant in both defined
                  benefit and defined contribution plans (including a welfare
                  benefit fund or individual medical account) ever maintained by
                  the Employer , as defined in this section, the sum of the
                  Defined Benefit Plan Fraction and the Defined Contribution
                  Plan Fraction for any Limitation Year shall not exceed 1.0
                  (1.4 before the TEFRA Compliance Date). ,

                  After all other limitations set out. in the plans and funds
                  have been applied, the following limitations shall apply so
                  that the sum of the Participant's Defined Benefit Plan
                  Fraction and Defined Contribution Plan Fraction shall not
                  exceed 1.0 (1.4 before the TEFRA Compliance Date). The
                  Projected Annual Benefit shall be limited first. If the
                  Participant's annual benefit(s) equal his Projected Annual
                  Benefit, as limited, then Annual Additions to the defined
                  contribution plan(s) shall be limited to the extent needed
                  to reduce the sum to 1.0 (1.4). First, the voluntary
                  contributions the Participant may make for the Limitation
                  Year shall be limited. Next, in the case of a profit
                  sharing plan, any forfeitures allocated to the Participant
                  shall be reallocated to remaining participants to the
                  extent necessary to reduce the decimal to 1.0 (1.4). last,
                  to the extent necessary, employer contributions for the
                  Limitation Year shall be reallocated or limited, and any
                  required and optional employee contributions to which such
                  employer contributions were geared shall be reduced in
                  proportion.

                  If, for the Limitation Year , the Participant has an Annual
                  Addition under more than one defined contribution plan or
                  welfare benefit fund or individual medical account
                  maintained by the Employer, as defined in this section, any
                  reduction above shall be made first to the profit sharing
                  plans, then to all other such plans and welfare benefit
                  plans and individual medical accounts and, it necessary, by
                  reducing first those that were most recently allocated.
                  However, elective deferral contributions shall be the last
                  contributions reduced before the welfare benefit fund or
                  individual medical account is reduced. The annual addition
                  to the welfare benefit fund and individual medical account
                  shall be limited last.

SECTION 3.05.-EXCESS AMOUNTS.

         (a) For the purposes of this section, the following terms are defined:

<PAGE>

         ACTUAL DEFERRAL PERCENTAGE means the ratio (expressed as a percentage)
         of Elective Deferral Contributions under this Plan on behalf of the
         Eligible Participant for the Plan Year to the Eligible Participant's
         Compensation for the Plan Year. The Elective Deferral Contributions
         used to determine the Actual Deferral Percentage shall include Excess
         Elective Deferrals (other than Excess Elective Deferrals of Nonhighly
         Compensated Employees that arise solely from Elective Deferral
         Contributions made under this Plan or any other plans of the Employer
         or a Controlled Group member), but shall exclude Elective Deferral
         Contributions that are used in computing the Contribution Percentage
         (provided the Average Actual Deferral Percentage test is satisfied both
         with and without exclusion of these Elective Deferral Contributions).
         Under such rules as the Secretary of the Treasury shall prescribe in
         Code Section 401 (k)(3)(D), the Employer may erect to include Qualified
         Nonelective Contributions and Qualified Matching Contributions under
         this Plan in computing the Actual Deferral Percentage. For an Eligible
         Participant for whom such Contributions on his behalf for the Plan Year
         are zero, the percentage is zero.


         AGGREGATE LIMIT means the greater of ( 1) or (2) below:


         (1) The sum of

                  (i) 125 percent of the greater of the Average Actual Deferral
                  Percentage of the Nonhighly Compensated Employees for the Plan
                  Year or the Average Contribution Percentage of Nonhighly
                  Compensated Employees under the Plan subject to Code Section
                  401 (m) for the Plan Year beginning with or within the Plan
                  Year of the cash or deferred arrangement and

                  (ii) the lesser of 200% or two plus the lesser of such Average
                  Actual Deferral Percentage or Average Contribution Percentage.


         (2) The sum of

                  (i) 125 percent of the lesser of the Average Actual Deferral
                  Percentage of the Nonhighly Compensated Employees for the Plan
                  Year or the Average Contribution Percentage of Nonhighly
                  Compensated Employees under the Plan subject to Code Section
                  401 (m) for the Plan Year beginning with or within the Plan
                  Year of the cash or deferred arrangement and

                  (ii) the lesser of 200% or two plus the greater of such
                  Average Actual Deferral Percentage or Average Contribution
                  Percentage.

         AVERAGE ACTUAL DEFERRAL PERCENTAGE means the average (expressed as a
         percentage) of the Actual Deferral Percentages of the Eligible
         Participants in a group.

         AVERAGE CONTRIBUTION PERCENTAGE means the average (expressed as a
         percentage) of the Contribution Percentages of the Eligible
         Participants in a group.

         CONTRIBUTION PERCENTAGE means the ratio (expressed as a percentage) of
         the Eligible Participant's Contribution Percentage Amounts to the
         Eligible Participant's Compensation for the Plan Year . For an Eligible
         Participant for whom such Contribution Percentage Amounts for the Plan
         Year are zero, the percentage is zero.

<PAGE>

         CONTRIBUTION PERCENTAGE AMOUNTS means the sum of the Participant
         Contributions and Matching Contributions (that are not Qualified
         Matching Contributions) under this Plan on behalf of the Eligible
         Participant for the Plan Year. Such Contribution Percentage Amounts
         shall not include Matching Contributions that are forfeited either to
         correct Excess Aggregate Contributions or because the Contributions to
         which they relate are Excess Elective Deferrals, Excess Contributions
         or Excess Aggregate Contributions. Under such rules as the Secretary of
         the Treasury shall prescribe in Code Section 401 (k)(3)(D), the
         Employer may elect to include Qualified Nonelective Contributions and
         Qualified Matching Contributions under this Plan which were not used in
         computing the Actual Deferral Percentage in computing the Contribution
         Percentage. The Employer may also elect to use Elective Deferral
         Contributions in computing the Contribution Percentage so long as the
         Average Actual Deferral Percentage test is met before the Elective
         Deferral Contributions are used in the Average Contribution Percentage
         test and continues to be met following the exclusion of those Elective
         Deferral Contributions that are used to meet the Average Contribution
         Percentage test.

         ELECTIVE DEFERRAL CONTRIBUTIONS means employer contributions made on
         behalf of a participant pursuant to an election to defer under any
         qualified cash or deferred arrangement as described in Code Section 401
         (k), any simplified employee pension cash or deferred arrangement as
         described in Code Section 402(h)(1)(B), any eligible deferred
         compensation plan under Code Section 457, any plan as described under
         Code Section 501(c)(18), and any employer contributions made on behalf
         of a participant for the purchase of an annuity contract under Code
         Section 403(b) pursuant to a salary reduction agreement. Elective
         Deferral Contributions shall not include any deferrals properly
         distributed as excess Annual Additions.

         ELIGIBLE PARTICIPANT means, for purposes of the Actual Deferral
         Percentage, any Employee who is eligible to make an Elective Deferral
         Contribution, and shall include the following: any Employee who would
         be a plan participant if he chose to make required contributions; any
         Employee who can make Elective Deferral Contributions but who has
         changed the amount of his Elective Deferral Contribution to 0%, or
         whose eligibility to make an Elective Deferral Contribution is
         suspended because of a loan, distribution or hardship withdrawal; and,
         any Employee who is not able to make an Elective Deferral Contribution
         because of Code Section 415(c)(1) -Annual Additions limits. The Actual
         Deferral Percentage for any such included Employee is zero.

         Eligible Participant means, for purposes of the Average Contribution
         Percentage, any Employee who is eligible to make a Participant
         Contribution or to receive a Matching Contribution, and shall include
         the following: any Employee who would be a plan participant if he chose
         to make required contributions; any Employee who can make a Participant
         Contribution or receive a matching contribution but who has made an
         election not to participate in the Plan; and any Employee who is not
         able to make a Participant Contribution or receive a matching
         contribution because of Code Section 415(c)( 1) or 415(e) limits. The
         Average Contribution Percentage for any such included Employee is zero.

         EXCESS AGGREGATE CONTRIBUTIONS means, with respect to any Plan Year,
         the excess of:

     (1) The aggregate Contributions taken into account in computing the
         numerator of the Contribution Percentage actually made on behalf of
         Highly Compensated Employees for such Plan Year, over

<PAGE>

     (2) The maximum amount of such Contributions permitted by the Average
         Contribution Percentage test (determined by reducing Contributions
         made on behalf of Highly Compensated Employees in order of their
         Contribution Percentages beginning with the highest of such
         percentages).

         Such determination shall be made after first determining Excess
         Elective Deferrals and then determining Excess Contributions.

         EXCESS CONTRIBUTION means, with respect to any Plan Year the
         excess of:

     (1) The aggregate amount of Contributions actually taken into account
         in computing the Actual Deferral Percentage of Highly Compensated
         Employees for such Plan Year, over

     (2) The maximum amount of such Contributions permitted by the Actual
         Deferral Percentage test (determined by reducing Contributions
         made on behalf of Highly Compensated Employees in order of the
         Actual Deferral Percentages, beginning with the highest of such
         percentages).

         A Participant's Excess Contributions for a Plan Year will be
         reduced by the amount of Excess Elective Deferrals, if any,
         previously distributed to the Participant for the taxable year
         ending in that Plan Year.

         EXCESS ELECTIVE DEFERRALS means those Elective Deferral
         Contributions that are includible in a Participant's gross income
         under Code Section 402(g) to the extent such Participant's
         Elective Deferral Contributions for a taxable year exceed the
         dollar limitation under such Code section. Excess Elective
         Deferrals shall be treated as Annual Additions, as defined in the
         CONTRIBUTION limitation SECTION of Article III under the Plan,
         unless such amounts are distributed no later than the first April
         15 following the close of the Participant's taxable year.

         MATCHING CONTRIBUTIONS means employer contributions made to this
         or any other defined contribution plan, or to a contract
         described in Code Section 403(b). on behalf of a participant on
         account of a Participant Contribution made by such participant,
         or on account of a participant's Elective Deferral
         Contributions. under a plan maintained by the employer .

         PARTICIPANT CONTRIBUTION means contributions made to any plan by
         or on behalf of a participant that are included in the
         participant's gross income in the year in which made and that
         are maintained under a separate account to which earnings and
         losses ARE allocated.

         QUALIFIED MATCHING CONTRIBUTIONS means Matching Contributions
         which are subject to the distribution and nonforfeitability
         requirements under Code Section 401 (k) when made.

         QUALIFIED NONELECTIVE CONTRIBUTION means any employer
         contributions (other than Matching Contributions) which an
         employee may not elect to have paid to him in cash instead of
         being contributed to the plan and which are subject to the
         distribution and nonforfeitability requirements under Code
         Section 401 (k).

(b)      A Participant may assign to this Plan any Excess Elective Deferrals
         made during a taxable year by notifying the Plan Administrator in
         writing on or before the first following March 1 of the amount

<PAGE>

         of the Excess Elective Deferrals to be assigned to the Plan. A
         Participant is deemed to notify the Plan Administrator of any Excess
         Elective Deferrals that arise by taking into account only those
         Elective Deferral Contributions made to this Plan and any other plans
         of the Employer or a Controlled Group member and reducing such Excess
         Elective Deferrals by the amount of Excess Contributions, if any,
         previously distributed for the Plan Year beginning in that taxable
         year. The Participant's claim for Excess Elective Deferrals shall be
         accompanied by the Participant's written statement that if such amounts
         are not distributed, such Excess Elective Deferrals, when added to
         amounts deferred under other plans or arrangements described in Code
         Sections 401(k), 408(k) or 403(b), will exceed the limit imposed on
         the Participant by Code Section 402(g) for the year in which the
         deferral occurred. The Excess Elective Deferrals assigned to this Plan
         can not exceed the Elective Deferral Contributions allocated under this
         Plan for such taxable year.

         Notwithstanding any other provisions of the Plan, Elective Deferral
         Contributions in an amount equal to the Excess Elective Deferrals
         assigned to this Plan, plus any income and minus any loss allocable
         thereto, shall be distributed no later than April 15 to any Participant
         to whose Account Excess Elective Deferrals were assigned for the
         preceding year and who claims Excess Elective Deferrals for such
         taxable year.

         The income or loss allocable to such Excess Elective Deferrals shall be
         equal to the income or loss allocable to the Participant's Elective
         Deferral Contributions for the taxable year in which the excess
         occurred multiplied by a fraction. The numerator of the fraction is the
         Excess Elective Deferrals. The denominator of the fraction is the
         closing balance without regard to any income or loss occurring during
         such taxable year (as of the end of such taxable year) of the
         Participant's Account resulting from Elective Deferral Contributions.

         Any Matching Contributions which were based on the Elective Deferral
         Contributions which are distributed as Excess Elective Deferrals, plus
         any income and minus any loss allocable thereto, shall be forfeited.
         These Forfeitures shall be used to offset the earliest Employer
         Contribution due after the Forfeiture arises.


(c)      As of the end of each Plan Year after Excess Elective Deferrals have
         been determined, one of the following tests must be met:

         (1)      The Average Actual Deferral Percentage for Eligible
                  Participants who are Highly Compensated Employees for the Plan
                  Year is not more than the Average Actual Deferral Percentage
                  for Eligible Participants who are nonhighly Compensated
                  Employees for the Plan Year multiplied by 1.25.

         (2)      The Average Actual Deferral Percentage for Eligible
                  Participants who are Highly Compensated Employees for the Plan
                  Year is not more than the Average Actual Deferral Percentage
                  for Eligible Participants who are Nonhighly Compensated
                  Employees for the Plan Year multiplied by 2 and the difference
                  between the Average Actual Deferral Percentages is not more
                  than 2.

         The Actual Deferral Percentage for any Eligible Participant who is a
         Highly Compensated Employee for the Plan Year and who is eligible to
         have Elective Deferral Contributions (and Qualified Nonelective
         Contributions or Qualified Matching Contributions, or both, if used in
         computing the Actual Deferral Percentage) allocated to his account
         under two or more plans or arrangements

<PAGE>

         described in Code Section 401(k) that are maintained by the Employer
         or a Controlled Group member shall be determined as if all such
         Elective Deferral Contributions (and, if applicable, such Qualified
         Nonelective Contributions or Qualified Matching Contributions, or both)
         were made under a single arrangement. If a Highly Compensated Employee
         participates in two or more cash or deferred arrangements that have
         different Plan Years, all cash or deferred arrangements ending with or
         within the same calendar year shall be treated as a single arrangement.
         Notwithstanding the foregoing, certain plans shall be treated as
         separate if mandatorily disaggregated under the regulations under Code
         Section 401(k).

         In the event that this Plan satisfies the requirements of Code Sections
         401(k), 401(a)(4), or 410(b) only if aggregated with one or more
         other plans, or if one or more other plans satisfy the requirements of
         such Code sections only if aggregated with this Plan, then this section
         shall be applied by determining the Actual Deferral Percentage of
         employees as if all such plans were a single plan. Plans may be
         aggregated in order to satisfy Code Section 401(k) only if they have
         the same Plan Year.

         For purposes of determining the Actual Deferral Percentage of an
         Eligible Participant who is a five-percent owner or one of the ten most
         highly-paid Highly Compensated Employees, the Elective Deferral
         Contributions (and Qualified Nonelective Contributions or Qualified
         Matching Contributions, or both, if used in computing the Actual
         Deferral Percentage) and Compensation of such Eligible Participant
         include the Elective Deferral Contributions (and, if applicable,
         Qualified Nonelective Contributions or Qualified Matching
         Contributions, or both) and Compensation for the Plan Year of Family
         Members. Family Members, with respect to such Highly Compensated
         Employees, shall be disregarded as separate employees in determining
         the Actual Deferral Percentage both for Participants who are Nonhighly
         Compensated Employees and for Participants who are Highly Compensated
         Employees.

         For purposes of determining the Actual Deferral Percentage, Elective
         Deferral Contributions, Qualified Nonelective Contributions and
         Qualified Matching Contributions must be made before the last day of
         the 12-month period immediately following the Plan Year to which
         contributions relate.

         The Employer shall maintain records sufficient to demonstrate
         satisfaction of the Average Actual Deferral Percentage test and the
         amount of Qualified Nonelective Contributions or Qualified Matching
         Contributions, or both, used in such test.

         The determination and treatment of the Contributions used in computing
         the Actual Deferral Percentage shall satisfy such other requirements as
         may be prescribed by the Secretary of the Treasury.

         If the Plan Administrator should determine during the Plan Year that
         neither of the above tests is being met, the Plan Administrator may
         adjust the amount of future Elective Deferral Contributions of the
         Highly Compensated Employees.

         Notwithstanding any other provisions of this Plan, Excess
         Contributions, plus any income and minus any loss allocable thereto,
         shall be distributed no later than the last day of each Plan Year to
         Participants to whose Accounts such Excess Contributions were allocated
         for the preceding Plan Year. If such excess amounts are distributed
         more than 2 1/2 months after the last day of

<PAGE>

         the Plan Year in which such excess amounts arose, a ten (10) percent
         excise tax will be imposed on the employer maintaining the plan with
         respect to such amounts. Such distributions shall be made beginning
         with the Highly Compensated employee(s) who has the greatest Actual
         Deferral Percentage, reducing his Actual Deferral Percentage to the
         next highest Actual Deferral Percentage level. Then, if necessary,
         reducing the Actual Deferral Percentage of the Highly Compensated
         Employees at the next highest level, and continuing in this manner
         until the average Actual Deferral Percentage of the Highly Compensated
         Group satisfies the Actual Deferral Percentage test. Excess
         Contributions of Participants who are subject to the family member
         aggregation rules shall be allocated among the Family Members in
         proportion to the Elective Deferral Contributions (and amounts treated
         as Elective Deferral Contributions) of each Family Member that is
         combined to determine the combined Actual Deferral Percentage.

         Excess Contributions shall be treated as Annual Additions, as defined
         in the CONTRIBUTION LIMITATION SECTION of Article III, under the Plan.

         The Excess Contributions shall be adjusted for income or loss. The
         income or loss allocable to such Excess Contributions shall be equal to
         the income or loss allocable to the Participant's Elective Deferral
         Contributions (and, if applicable, Qualified Nonelective Contributions
         or Qualified Matching Contributions, or both) for the Plan Year in
         which the excess occurred multiplied by a fraction. The numerator of
         the fraction is the Excess Contributions. The denominator of the
         fraction is the closing balance without regard to any income or loss
         occurring during such Plan Year (as of the end of such Plan Year) of
         the Participant's Account resulting from Elective Deferral
         Contributions (and Qualified Nonelective Contributions or Qualified
         Matching Contributions, or both, if used in computing the Actual
         Deferral Percentage).

         Excess Contributions shall be distributed from the Participant's
         Account resulting from Elective Deferral Contributions. If such Excess
         Contributions exceed the balance in the Participant's Account resulting
         from Elective Deferral Contributions, the balance shall be distributed
         from the Participant's Account resulting from Qualified Matching
         Contributions (if applicable) and Qualified Nonelective Contributions,
         respectively.

         Any Matching Contributions which were based on the Elective Deferral
         Contributions which are distributed as Excess Contributions, plus any
         income and minus any loss allocable thereto, shall be forfeited. These
         Forfeitures shall be used to offset the earliest Employer Contribution
         due after the Forfeiture arises.

(d)      As of the end of each Plan Year, one of the following tests must be
         met:

         (1)      The Average Contribution Percentage for Eligible Participants
                  who are Highly Compensated Employees for the Plan Year is not
                  more than the Average Contribution Percentage for Eligible
                  Participants who are Nonhighly Compensated Employees for the
                  Plan Year multiplied by 1.25.

         (2)      The Average Contribution Percentage for Eligible Participants
                  who are Highly Compensated Employees for the Plan Year is not
                  more than the Average Contribution Percentage for Eligible
                  Participants who are Nonhighly Compensated Employees for the
                  Plan Year multiplied by 2 and the difference between the
                  Average Contribution Percentages is not more than 2,

<PAGE>

         If one or more Highly Compensated Employees participate in both a cash
         or deferred arrangement and a plan subject to the Average Contribution
         Percentage test maintained by the Employer or a Controlled Group member
         and the sum of the Average Actual Deferral Percentage and Average
         Contribution Percentage of those Highly Compensated Employees subject
         to either or both tests exceeds the Aggregate Limit, then the
         Contribution Percentage of those Highly Compensated Employees who also
         participate in a cash or deferred arrangement will be reduced
         (beginning with such Highly Compensated Employees whose Contribution
         Percentage is the highest) so that the limit is not exceeded. The
         amount by which each Highly Compensated Employee's Contribution
         Percentage is reduced shall be treated as an Excess Aggregate
         Contribution. The Average Actual Deferral Percentage and Average
         Contribution Percentage of the Highly Compensated Employees are
         determined after any corrections required to meet the Average Actual
         Deferral Percentage and Average Contribution Percentage tests. Multiple
         use does not occur if either the Average Actual Deferral Percentage or
         Average Contribution Percentage of the Highly Compensated Employees
         does not exceed 1.25 multiplied by the Average Actual Deferral
         Percentage and Average Contribution Percentage of the Nonhighly
         Compensated Employees.

         The Contribution Percentage for any Eligible Participant who is a
         Highly Compensated Employee for the Plan Year and who is eligible to
         have Contribution Percentage Amounts allocated to his account under two
         or more plans described in Code Section 401(a) or arrangements
         described in Code Section 401(k) that are maintained by the Employer
         or a Controlled Group member shall be determined as if the total of
         such Contribution Percentage Amounts was made under each plan. If a
         Highly Compensated Employee participates in two or more cash or
         deferred arrangements that have different Plan Years, all cash or
         deferred arrangements ending with or within the same calendar year
         shall be treated as a single arrangement. Notwithstanding the
         foregoing, certain plans shall be treated as separate if mandatorily
         desegregated under the regulations under Code Section 401(m) or
         permissibly desegregated as provided.

         In the event that this Plan satisfies the requirements of Code Sections
         401(m), 401(a)(4), or 410(b) only if aggregated with one or more
         other plans, or if one or more other plans satisfy the requirements of
         Code sections only if aggregated with this Plan, then this section
         shall be applied by determining the Contribution Percentages of
         Eligible Participants as if all such plans were a single plan. Plans
         may be aggregated in order to satisfy Code Section 401(m) only if they
         have the same Plan Year.

         For purposes of determining the Contribution Percentage of an Eligible
         Participant who is a five-percent owner or one of the ten most
         highly-paid Highly Compensated Employees, the Contribution Percentage
         Amounts and Compensation of such Participant shall include Contribution
         Percentage Amounts and Compensation for the Plan Year of Family
         Members. Family Members, with respect to Highly Compensated Employees,
         shall be disregarded as separate employees in determining the
         Contribution Percentage both for employees who are Nonhighly
         Compensated Employees and for employees who are Highly Compensated
         Employees.

         For purposes of determining the Contribution Percentage, Participant
         Contributions are considered to have been made in the Plan Year in
         which contributed to the Plan. Matching Contributions and Qualified
         Nonelective Contributions will be considered made for a Plan Year if
         made no later than the end of the 12-month period beginning on the day
         after the close of the Plan Year.

<PAGE>

         The Employer shall maintain records sufficient to Demonstrate
         satisfaction of the Average Contribution Percentage test and the amount
         of Qualified Nonelective Contributions or Qualified Matching
         Contributions, or both, used in such test,

         The determination and treatment of the Contribution Percentage of any
         Participant shall satisfy such other requirements as may be prescribed
         by the Secretary of the Treasury.

         Notwithstanding any other provisions of this Plan, Excess Aggregate
         Contributions, plus any income and minus any loss allocable thereto,
         shall be forfeited, if not vested, or distributed, if vested, no later
         than the last day of each Plan Year to Participants to whose Accounts
         such Excess Aggregate Contributions were allocated for the preceding
         Plan Year. If such Excess Aggregate Contributions are distributed more
         than 2 1/2 months after the last day of the Plan Year in which such
         excess amounts arose, a ten (10) percent excise tax will be imposed on
         the employer maintaining the plan with respect to those amounts. Excess
         Aggregate Contributions will be distributed beginning with the Highly
         Compensated Employee(s) who has the greatest Contribution Percentage,
         reducing his contribution percentage to the next highest level. Then,
         if necessary, reducing the Contribution Percentage of the Highly
         Compensated Employee at the next highest level, and continuing in this
         manner until the Actual Contribution Percentage of the Highly
         Compensated Group satisfies the Actual Contribution Percentage Test.
         Excess Aggregate Contributions of Participants who are subject to the
         family member aggregation rules shall be allocated among the Family
         Members in proportion to the Employee and Matching Contributions (or
         amounts treated as Matching Contributions) of each Family Member that
         is combined to determine the combined Contribution Percentage. Excess
         Aggregate Contributions shall be treated as Annual Additions, as
         defined in the CONTRIBUTION LIMITATION SECTION of Article 111, under
         the Plan.

         The Excess Aggregate Contributions shall be adjusted for income or
         loss. The income or loss allocable to such Excess Aggregate
         Contributions shall be equal to the income or loss allocable to the
         Participant's Contribution Percentage Amounts for the Plan Year in
         which the excess occurred multiplied by a fraction. The numerator of
         the fraction is the Excess Aggregate Contributions. The denominator of
         the fraction is the closing balance without regard to any income or
         loss occurring during such Plan Year (as of the end of such Plan Year)
         of the Participant's Account resulting from Contribution Percentage
         Amounts.

         Excess Aggregate Contributions shall be distributed from the
         Participant's Account resulting from Participant Contributions that are
         not required as a condition of employment or participation or for
         obtaining additional benefits from Employer Contributions. If such
         Excess Aggregate Contributions exceed the balance in the Participant's
         Account resulting from such Participant Contributions, the balance
         shall be forfeited, if not vested, or distributed, if vested, on a
         pro-rata basis from the Participant's Account resulting from
         Contribution Percentage Amounts. These Forfeitures shall be used to
         offset the earliest Employer Contribution due after the Forfeiture
         arises.

<PAGE>

                                   ARTICLE IV

                           INVESTMENT OF CONTRIBUTIONS

SECTION 4.01--INVESTMENT OF CONTRIBUTIONS.

         All Contributions are forwarded by the Employer to the Insurer to be
deposited under the Group Contract or forwarded to the Trustee to be deposited
in the Trust Fund,

         Investment of Contributions is governed by the provisions of the Trust,
the Group Contract and any other funding arrangement in which the Trust Fund is
or may be invested. To the extent permitted by the Trust. Group Contract or
other funding arrangement, the parties named below shall direct the
Contributions to any of the accounts available under the Trust or Group Contract
and may request the transfer of assets resulting from those Contributions
between such accounts. A Participant may not direct the Trustee to invest the
Participant's Account in collectibles. Collectibles means any work of art, rug
or antique. metal or gem, stamp or coin, alcoholic beverage or other tangible
personal property specified by the Secretary of Treasury. To the extent that a
Participant does not direct the investment of his Account, such Account shall be
invested ratably in the accounts available under the Trust or Group Contract in
the same manner as the undirected Accounts of all other Participants. The Vested
Accounts of all Inactive Participants may be segregated and invested separately
from the Accounts of all other Participants.

         The Trust Fund shall be valued at current fair market value as of the
last day of the last calendar month ending in the Plan Year and, at the
discretion of the Trustee. may be valued more frequently. The valuation shall
take into consideration investment earnings credited, expenses charged, payments
made and changes in the value of the assets held in the Trust Fund. The Account
of a Participant shall be credited with its share of the gains and losses of the
Trust Fund. That part of a Participant's Account invested in a funding
arrangement which establishes an account or accounts for such Participant
thereunder shall be credited with the gain or loss from such account or
accounts, That part of a Participant's Account which is invested in other
funding arrangements shall be credited with a proportionate share of the gain or
loss of such investments. The share shall be determined by multiplying the gain
or loss of the investment by the ratio of the part of the Participant's Account
invested in such funding arrangement to the total of the Trust Fund invested in
such funding arrangement.

         At least annually, the Named Fiduciary shall review all pertinent
Employee information and Plan data in order to establish the funding policy of
the Plan and to determine appropriate methods of carrying out the Plan's
objectives. The Named Fiduciary shall inform the Investment Manager of the
Plan's short-term and long-term financial needs so the investment policy can be
coordinated with the Plan's financial requirements.

         (a)      Employer Contributions other than Elective Deferral
                  Contributions: The Participant shall direct the investment of
                  such Employer Contributions and transfer of assets resulting
                  from those Contributions.

         (b)      Elective Deferral Contributions: The Participant shall direct
                  the investment of Elective Deferral Contributions and transfer
                  of assets resulting from those Contributions.

<PAGE>

         (C)      Rollover Contributions: The Par1icipant shall direct the
                  investment of Rollover Contributions and transfer of assets
                  resulting from those Contributions.

         However, the Named Fiduciary may delegate to the Investment Manager
investment discretion for Contributions and Plan assets which are not subject to
Participant direction.

<PAGE>

                                    ARTICLE V

                                    BENEFITS

SECTION 5.01--RETIREMENT BENEFITS.


         On a Participant's Retirement Date, his Vested Account shall be
distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article IX.

SECTION 5.02--DEATH BENEFITS.

         If a Participant dies before his Annuity Starting Date, his Vested
Account shall be distributed according to the distribution of benefits
provisions of Article VI and the provisions of the Small AMOUNTS SECTION of
Article IX.

SECTION 5.03--VESTED BENEFITS.

         A Participant may receive a distribution of his Vested Account at any
time after he ceases to be an Employee, provided he has not again become an
Employee. If such amount is not payable under the provisions of the SMALL
AMOUNTS SECTION of Article IX, it will be distributed only if the Participant so
elects.

         If a Participant does not receive an earlier distribution according to
the provisions of this section or the SMALL AMOUNTS SECTION of Article IX, upon
his Retirement Date or death, his Vested Account shall be applied according to
the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION
of Article V.

         The Nonvested Account of a Participant who has ceased to be an Employee
shall remain a part of his Account until it becomes a Forfeiture; provided,
however, if the Participant again becomes an Employee so that his Vesting
Percentage can increase, the Nonvested Account may become a part of his Vested
Account.

SECTION 5.04--WHEN BENEFITS START.

         Benefits under the Plan begin when a Participant retires. dies or
ceases to be an Employee, whichever applies. as provided in the preceding
sections of this article. Benefits which begin before Normal Retirement Date for
a Participant who became Totally and Permanently Disabled when he was an
Employee shall be deemed to begin because he is Totally and Permanently
Disabled. The start of benefits is subject to the qualified election procedures
of Article VI.

         Unless otherwise elected, benefits shall begin before the sixtieth day
following the close of the Plan Year in which the latest date below occurs:

         (a)      The date the Participant attains age 65 (Normal Retirement
                  Age, if earlier).

         (b)      The tenth anniversary of the Participant's Entry Date.

<PAGE>

         (c)      The date the Participant ceases to be an Employee.

         Notwithstanding the foregoing. the failure of a Participant and
spouse to consent to a distribution while a benefit is immediately
distributable, within the meaning of the ELECTION PROCEDURES SECTION of
Article VI. shall be deemed to be an election to defer commencement of
payment of any benefit sufficient to satisfy this section.

         The Participant may elect to have his benefits begin after the latest
date for beginning benefits described above. subject to the provisions of this
section. The Participant shall make the election in writing and deliver the
signed statement of election to the Plan Administrator before Normal Retirement
Date or the date he ceases to be an Employee. if later. The ejection must
describe the form of distribution and the date the benefits will begin. The
Participant shall not elect a date for beginning benefits or a form of
distribution that would result in a benefit payable when he dies which would be
more than incidental within the meaning of governmental regulations.

         Benefits shall begin by the Participant's required beginning date, as
defined in the FORM OF DISTRIBUTION SECTION of Article VI.

         Contributions which are used to compute the Actual Deferral Percentage,
as defined in the EXCESS AMOUNTS SECTION of Article II,. may be distributed upon
disposition by the Employer of substantially all of the assets (within the
meaning of Code Section 409(d)(2)) used by the Employer in a TRADE or business
or disposition by the Employer of the Employer's interest in a subsidiary
(within the meaning of Code Section 409(d)(3)) if the transferee corporation is
not a Controlled Group member, the Employee continues employment with the
transferee corporation and the transferor corporation continues to maintain the
Plan. Such distributions made after March 31. 1988, must be made in a single
sum.

SECTION 5.05--WITHDRAWAL PRIVILEGES.

         A Participant who has attained age 59 1/2 and has a Vested Percentage
of 100% in his Employer Contributions may withdraw all or any portion of his
Vested Account which results from the following Contributions:

          Elective Deferral Contributions
          Matching Contributions
          Qualified Nonelective Contributions
          Discretionary Contributions
          Rollover Contributions

         A Participant may make only two such withdrawals in any 12-month
period.

         A Participant may withdraw all or any portion of his Vested Account
which results from the following Contributions

          Elective Deferral Contributions
          Discretionary Contributions
          Rollover Contributions

<PAGE>

in the event of hardship due to an immediate and heavy financial need.
Withdrawals from the Participant's Account resulting from Elective Deferral
Contributions shall be limited to the amount of the Participant's Elective
Deferral Contributions. Immediate and heavy financial need shall be limited to:
(i) expenses incurred or necessary for medical care, described in Code Section
213(d), of the Participant, the Participant's spouse, or any dependents of the
Participant (as defined in Code Section 152); (ii) purchase excluding mortgage
payments) of a principal residence for the Participant; (iii) payment of tuition
and related educational fees for the next 12 months of post-secondary education
for the Participant, his spouse, children or dependents; (iv) the need to
prevent the eviction of the Participant from his principal residence or
foreclosure on the mortgage of the Participant's principal residence; or (v) any
other distribution which is deemed by the Commissioner of Internal Revenue to be
made on account of immediate and heavy financial need as provided in Treasury
regulations. The Participant's request for a withdrawal shall include his
written statement that an immediate and heavy financial need exists and explain
its nature.

         No withdrawal shall be allowed which is in excess of the amount
required to relieve the financial need or if such need can be satisfied from
other resources that are reasonably available to the Participant. The amount of
an immediate and heavy financial need may include any amount necessary to pay
any Federal, state or local income taxes or penalties reasonably anticipated to
result from the distribution. The Participant's request for a withdrawal shall
include his written statement that the amount requested does not exceed the
amount needed to meet the financial need. The Participant's request for a
withdrawal shall include his written statement that the need cannot be relieved:
(i) through reimbursement or compensation by insurance or otherwise; (ii) by
reasonable liquidation of the Participant's assets, to the extent such
liquidation would not itself cause immediate and heavy financial need; (iii) by
cessation of elective contributions or employee contributions under the Plan; or
(iv) by other distributions or nontaxable (at the time of the loan) loans
currently available from plans maintained by the Employer or any other employer,
or by borrowing from commercial sources on reasonable commercial terms.


         A request for withdrawal shall be in writing on a form furnished for
that purpose and delivered to the Plan Administrator before the withdrawal is to
occur.

         A forfeiture shall not occur solely as a result of a withdrawal.

SECTION 5.06--LOANS TO PARTICIPANTS.

         Loans shall be made available to all Participants on a reasonably
equivalent basis. For purposes of this section, Participant means any
Participant or Beneficiary who is a party-in-interest, within the meaning of
Section 3(14) of the Employee Retirement Income Security Act of 1974. Loans
shall not be made to highly compensated employees, as defined in Code Section
414(q), in an amount greater than the amount made available to other
Participants.

         No loans will be made to any shareholder-employee or owner-employee.
For purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is
considered as owning within the meaning of Code Section 318(a)(1)), on any day
during the taxable year of such corporation, more than 5% of the outstanding
stock of the corporation.

         A loan to a Participant shall be a Participant-directed investment of
his Account. No Account other than the borrowing Participant's Account shall
share in the interest paid on the loan or bear any expense or loss incurred
because of the loan.

<PAGE>

         The number of outstanding loans shall be limited to one. No more than
one loan will be approved for any Participant in any 12-month period. The
minimum amount of any loan shall be $1,000.

         Loans must be adequately secured and bear a reasonable rate of
interest.

         The amount of the loan shall not exceed the maximum amount that may be
treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:

         (a)      $50,000 reduced by the highest outstanding loan balance of
                  loans during the one-year period ending on the day before the
                  new loan is made.

         (b)      The greater of (1) or (2). reduced by (3) below:

                  (1)      One-half of the Participant's Vested Account.

                  (2)      $10,000.

                  (3)      Any outstanding loan balance on the date the new loan
                           is made.


For purposes of this maximum, a Participant's Vested Account does not include
any accumulated deductible employee contributions, as defined in Code Section
72(o)(5)(B), and all qualified employer plans. as defined in Code Section
72(p)(4), of the Employer and any Controlled Group member shall be treated as
one plan.

         The foregoing notwithstanding, the amount of such loan shall not exceed
50% of the amount of the Participant's Vested Account. For purposes of this
maximum, a Participant's Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B). No
collateral other than a portion of the Participant's Vested Account (as limited
above) shall be accepted. The Loan Administrator shall determine if the
collateral is adequate for the amount of the loan requested.

         Notwithstanding any other provision of this Plan, the portion of the
Participant's Vested Account used as a security interest held by the Plan by
reason of a loan outstanding to the Participant shall be taken into account for
purposes of determining the amount of the Vested Account payable at the time of
death or distribution, but only if the reduction is used as repayment of the
loan.

         Each Joan shall bear a reasonable fixed rate of interest to be
determined by the Loan Administrator. In determining the interest rate, the Loan
Administrator shall take into consideration fixed interest rates currently being
charged by commercial lenders for loans of comparable risk on similar terms and
for similar durations, so that the interest will provide for a return
commensurate with rates currently charged by commercial lenders for loans made
under similar circumstances. The Loan Administrator shall not discriminate among
Participants in the matter of interest rates; but roans granted at different
times may bear different interest rates in accordance with the current
appropriate standards.

         The loan shall by its terms require that repayment (principal and
interest) be amortized in level payments, not less frequently than quarterly,
over a period not extending beyond five years from the date of the loan. A loan
is not subject to this five-year repayment requirement if it is used to buy any
dwelling unit, which within a reasonable time, is to be used as the principal
residence of the Participant. The "reasonable time" will be determined at the
time the loan is made. The period of repayment for any loan shall be arrived at
by mutual agreement between the Loan Administrator and the Participant.

<PAGE>

         The Participant shall make a written application for a loan from the
Plan on forms provided by the Loan Administrator. The application must specify
the amount and duration requested. No loan will be approved unless the
Participant is creditworthy. The Participant must grant authority to the Loan
Administrator to investigate the Participant's creditworthiness so that the loan
application may be properly considered.

         Information contained in the application for the loan concerning the
income, liabilities, and assets of the Participant will be evaluated to
determine whether there is a reasonable expectation that the Participant will be
able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the
creditworthiness and/or credit history of the Participant to determine whether a
loan should be approved.

         Each loan shall be fully documented in the form of a promissory note
signed by the Participant for the face amount of the loan, together with
interest determined as specified above.

         There will be an assignment of collateral to the Plan executed at the
time the loan is made.

         Repayments will be made by payroll deduction only. Installments will be
so payable, and a payroll deduction agreement will be executed by the
Participant at the time of making the loan.

         The promissory note may provide for reasonable late payment penalties
and/or service fees. Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner. If the promissory note so provides,
such amounts may be assessed and collected from the Account of the Participant
as part of the loan balance.

         Each loan may be paid prior to maturity, in part or in full, without
penalty or service fee, except as may be set out in the promissory note .

         If any amount remains unpaid for more than 31 days after due, a default
is deemed to occur.

         Upon default, the Plan has the right to pursue any remedy available by
law to satisfy the amount due, along with accrued interest, including the right
to enforce its claim against the security pledged and execute upon the
collateral as allowed by law.

         If any payment of principal or interest or any other amount due under
the promissory note, or any portion thereof, is not made for a period of 90 days
after due, the entire principal balance whether or not otherwise then due, shall
become immediately due and payable without demand or notice, and subject to
collection or satisfaction by any lawful means, including specifically but not
limited to the right to enforce the claim against the security pledged and to
execute upon the collateral as allowed by law.

         In the event of default, foreclosure on the note and attachment of
security or use of amounts pledged to satisfy the amount then due, will not
occur until a distributable event occurs in accordance with the Plan, and will
not occur to an extent greater than the amount then available upon any
distributable event which has occurred under the Plan.

         All reasonable costs and expenses, including but not limited to
attorney's fees, incurred by the Plan in connection with any default or in any
proceeding to enforce any provision of a promissory note or instrument by which
a promissory note for a Participant loan is secured, shall be assessed and
collected from the Account of the Participant as part of the loan balance.

<PAGE>

         If payroll deduction is being utilized, in the event that a
Participant's available payroll deduction amounts in any given month are
insufficient to satisfy the total amount due, there will be an increase in the
amount taken subsequently, sufficient to make up the amount that is then due. If
the subsequent deduction is also insufficient to satisfy the amount due within
31 days, a default is deemed to occur as above. If any amount remains past due
more than 90 days, the entire principal amount, whether or not otherwise then
due, along with interest then accrued and any other amount then due under the
promissory note, shall become due and payable, as above.

         If the Participant ceases to be a party-in-interest (as defined in this
section), the balance of the outstanding loan becomes due and payable, and the
Participant's Vested Account will be used as available for distribution(s) to
pay the outstanding loan. The Participant's Vested Account will not be used to
pay any amount due under the outstanding loan before the date which is 31 days
after the date he ceased to be an Employee, and the Participant may elect to
repay the outstanding loan with interest on the day of repayment. If no
distributable event has occurred under the Plan at the time that the
Participant's Vested Account would otherwise be used under this provision to pay
any amount due under the outstanding loan, this will not occur until the time,
or in excess of the extent to which, a distributable event occurs under the
Plan.

<PAGE>

                                   ARTICLE VI

                            DISTRIBUTION OF BENEFITS

SECTION 6.01--FORM OF DISTRIBUTION.

         The form of benefit payable to or on behalf of a Participant is a
single sum payment. Until the 90th day after the date Participants have been
furnished with a summary of material modification notifying them that the Plan
will only make distributions in the form of a lump sum payment, Participants can
elect installment payments and annuities, as provided under the terms of any of
the Predecessor Plans as in effect on December 31, 2000. The entire interest of
a Participant must be distributed no later than the Participant's required
beginning date. The Participant's required beginning date is the first day of
April of the calendar year following the calendar year in which the Participant
attains age 70 1/2, unless otherwise provided in (a), (b) or (c) below:

         (a)      The required beginning date for a Participant who attains age
                  70 1/2 before January 1, 1988, and who is not a 5-percent
                  owner is the first day of April of the calendar year following
                  the calendar year in which the later of retirement or
                  attainment of age 70 1/2 occurs.

         (b)      The required beginning date for a Participant who attains age
                  70 1/2 before January 1, 1988, and who is a 5-percent owner is
                  the first day of April of the calendar year following the
                  later of

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

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

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

A Participant is treated as a 5-percent owner for purposes of this section if
such Participant is a 5-percent owner as defined in Code Section 416(i)
(determined in accordance with Code Section 416 but without regard to whether
the Plan is top-heavy) at any time during the Plan Year ending with or within
the calendar year in which such owner attains age 66 1/2 or any subsequent Plan
Year.

SECTION 6.02--ELECTION PROCEDURES.

         The Participant shall make any election under this section in writing.
The Plan Administrator may require such individual to complete and sign any
necessary documents as to the provisions to be made. Any election permitted
under (a) below shall be subject to the Qualified election provisions of (b)
below.

         (a)      Death Benefits. A Participant may elect his Beneficiary.

         (b)      Qualified Election. The Participant may make an election at
                  any time during the election period. The Participant revoke
                  the election made (or make a new election) at any time and any
                  number of

<PAGE>

                  times during the election period. An election is effective
                  only if it meets the consent requirements below.

                  A Participant may make an election as to death benefits at any
                  time before he dies.

                  If the Participant's Vested Account has at any time exceeded
                  $5,000, any benefit which is immediately distributable
                  requires the consent of the Participant. The consent of the
                  Participant to a benefit which is immediately distributable
                  must not be made before the date the Participant is provided
                  with the notice of the ability to defer the distribution. Such
                  consent shall be made in writing. The consent shall not be
                  made more than 90 days before the Annuity Starting Date. The
                  consent of the Participant shall not be required to the extent
                  that a distribution is required to satisfy Code Section 401
                  (a)(9) or Code Section 415. In addition, upon termination of
                  this Plan if the Plan does not offer an annuity option
                  (purchased from a commercial provider), the Participant's
                  Account balance may, without the Participant's consent, be
                  distributed to the Participant or transferred to another
                  defined contribution plan (other than an employee stock
                  ownership plan as defined in Code Section 4975(e)(7J) within
                  the same Controlled Group. A benefit is immediately
                  distributable if any part of the benefit could be distributed
                  to the Participant before the Participant attains the older of
                  Normal Retirement Age or age 62. Spousal consent is needed to
                  name a Beneficiary other than the spouse. If the Participant
                  names a Beneficiary other than his spouse, the spouse has the
                  right to limit consent only to a specific Beneficiary. The
                  spouse can relinquish such right. Such consent shall be made
                  in writing. The spouse's consent shall be witnessed by a plan
                  representative or notary public. The spouse's consent must
                  acknowledge the effect of the election, including that the
                  spouse had the right to limit consent only to a specific
                  Beneficiary and that the relinquishment of such right was
                  voluntary. Unless the consent of the spouse expressly permits
                  designations by the Participant without a requirement of
                  further consent by the spouse, the spouse's consent must be
                  limited to the Beneficiary, class of Beneficiaries, or
                  contingent Beneficiary named in the election. Spousal consent
                  is not required, however, if the Participant establishes to
                  the satisfaction of the plan representative that the consent
                  of the spouse cannot be obtained because there IS no spouse or
                  the spouse cannot be located. A spouse's consent under this
                  paragraph shall not be valid with respect to any other spouse.
                  A Participant may revoke a prior election without the consent
                  of the spouse. Any new election will require a new spousal
                  consent, unless the consent of the spouse expressly permits
                  such election by the Participant without further consent by
                  the spouse. A spouse's consent may be revoked at any time
                  within the Participant's election period.

SECTION 6.03--NOTICE REQUIREMENTS.

         The Plan Administrator shall furnish to the Participant a written
explanation of the right of the Participant to defer distribution until the
benefit is no longer immediately distributable. The Plan Administrator shall
furnish the written explanation by a method reasonably calculated to reach the
attention of the Participant no less than 30 days and no more than 90 days
before the Annuity Starting Date.

SECTION 6.04--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.

         The Plan specifically permits distributions to an Alternate Payee under
a qualified domestic relations order as defined in Code Section 414(p), at any
time, irrespective of whether the Participant has attained his earliest
retirement age as defined in Code Section 414(p), under the Plan. A distribution
to an Alternate Payee before the Participant attained his earliest retirement
age is available only if the order specifies that distribution

<PAGE>

shall be made prior to the earliest retirement age or allows the Alternate Payee
to elect a distribution prior to the earliest retirement age.

Nothing in this section shall permit a Participant a right to receive a
distribution at a time otherwise not permitted under the Plan nor shall it
permit the Alternate Payee to receive a form of payment not permitted under
the Plan.

         The benefit payable to an Alternate Payee shall be subject to the
provisions of the SMALL AMOUNTS SECTION of Article IX if the value of the
benefit does not exceed $5,000.

         The Plan Administrator shall establish reasonable procedures to
determine the qualified status of a domestic relations order. Upon receiving a
domestic relations order, the Plan Administrator promptly shall notify the
Participant and an Alternate Payee named in the order, in writing, of the
receipt of the order and the Plan's procedures for determining the qualified
status of the order. Within a reasonable period of time after receiving the
domestic relations order, the Plan Administrator shall determine the qualified
status of the order and shall notify the Participant and each Alternate Payee,
in writing, of its determination. The Plan Administrator shall provide notice
under this paragraph by mailing to the individual's address specified in the
domestic relations order, or in a manner consistent with Department of Labor
regulations. The Plan Administrator may treat as qualified any domestic
relations order entered before January 1, 1985, irrespective of whether it
satisfies all the requirements described in CODE Section 414(p) .

         If any portion of the Participant's Vested Account is payable during
the period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of
the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations order within 18 months of the date amounts are
first payable following receipt of the order, the payable amount shall be
distributed in accordance with the order. If the Plan Administrator does not
make its determination of the qualified status of the order within the 18 month
determination period, the payable amounts shall be distributed in the manner the
Plan would distribute if the order did not exist and the order shall apply
prospectively if the Plan Administrator later determines the order is a
qualified domestic relations order .

         The Plan shall make payments or distributions required under this
section by separate benefit checks or other separate distribution to the
Alternate Payee(s).

<PAGE>

                                   ARTICLE VII

                               TERMINATION OF PLAN

         The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned. Complete discontinuance of Contributions under
the Plan constitutes complete termination of Plan.

         The Account of each Participant shall be fully (100%) vested and
nonforfeitable as of the effective date of complete termination of Plan. The
Account of each Participant who is included in the group of Participants deemed
to be affected by the partial termination of the Plan shall be fully (100%)
vested and nonforfeitable as of the effective date of the partial Plan
termination. The Participant's Account shall continue to participate in the
earnings credited, expenses charged and any appreciation or depreciation of the
Investment Fund until the Vested Account is distributed. A distribution under
this article will be a retirement benefit and shall be distributed to the
Participant according to the provisions of Article VI.

         A Participant's Account which does not result from Contributions which
are used to compute the Actual Deferral Percentage, as defined in the EXCESS
AMOUNTS SECTION of Article III, may be distributed to the Participant after the
effective date of the complete or partial Plan termination. A Participant's
Account resulting from Contributions which are used to compute such percentage
may be distributed upon termination of the Plan without the establishment or
maintenance of another defined contribution plan, other than an employee stock
ownership plan (as defined in Code Section 4975(e) or Code Section 409) or a
simplified employee pension plan (as defined in Code Section 408(k)). Such a
distribution made after March 31, 1988, must be in a single sum.

         Upon complete termination of Plan, no more Employees shall become
Participants and no more Contributions shall be made.

         The assets of this Plan shall not be paid to the Employer at any time,
except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it
would contravene any provision of law.

<PAGE>

                                  ARTICLE VIII

                             ADMINISTRATION OF PLAN

SECTION 8.01--ADMINISTRATION.

         Subject to the provisions of this article, the Plan Administrator has
complete control of the administration of the Plan. The Plan Administrator has
all the powers necessary for it to properly carry out its administrative duties.
Not in limitation, but in amplification of the foregoing, the Plan Administrator
has the power to construe the Plan, including ambiguous provisions, and to
determine all questions that may arise under the Plan, including all questions
relating to the eligibility of Employees to participate in the Plan and the
amount of benefit to which any Participant or Beneficiary may become entitled.
The Plan Administrator's decisions upon all matters within the scope of its
authority shall be final.

         Unless otherwise set out in the Plan or Group Contract, the Plan
Administrator may delegate recordkeeping and other duties which are necessary
for the administration of the Plan to any person or firm , which agrees to
accept such duties. The Plan Administrator shall be entitled to rely upon all
tables, valuations, certificates and reports furnished by the consultant or
actuary appointed by the Plan Administrator and upon all opinions given by any
counsel selected or approved by the Plan Administrator.

         The Plan Administrator shall receive all claims for benefits by
Participants, former Participants and Beneficiaries. The Plan Administrator
shall determine all facts necessary to establish the right of any Claimant to
benefits and the amount of those benefits under the provisions of the Plan. The
Plan Administrator may establish rules and procedures to be followed by
Claimants in filing claims for benefits, in furnishing and verifying proofs
necessary to determine age, and in any other matters required to administer the
Plan.

SECTION 8.02--RECORDS.

         All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the
administration of the Plan, shall be preserved in the Plan Administrator's
custody.

         Writing (handwriting, typing, printing), photo stating, photographing,
microfilming, magnetic impulse, mechanical or electrical recording or other
forms of data compilation shall be acceptable means of keeping records.

SECTION 8.03--INFORMATION AVAILABLE.

         Any Participant in the Plan or any Beneficiary may examine copies of
the Plan description, latest annual report, any bargaining agreement, this Plan,
the Group Contract or any other instrument under which the Plan was established
or is operated. The Plan Administrator shall maintain all of the items listed in
this section in its office, or in such other place or places as it may designate
in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or
Beneficiary receiving benefits under the Plan, the Plan Administrator will
furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy.

<PAGE>

SECTION 8.04--CLAIM AND APPEAL PROCEDURES.

         A Claimant must submit any required forms and pertinent information
when making a claim for benefits under the Plan.

         If a claim for benefits under the Plan is denied, the Plan
Administrator shall provide adequate written notice to the Claimant whose claim
for benefits under the Plan has been denied. The notice must be furnished within
90 days of the date that the claim is received by the Plan Administrator. The
Claimant shall be notified in writing within this initial 90-day period if
special circumstances require an extension of time needed to process the claim
and the date by which the Plan Administrator's decision is expected to be
rendered. The written notice shall be furnished no later than 180 days after the
date the claim was received by the Plan Administrator .

         The Plan Administrator's notice to the Claimant shall specify the
reason for the denial; specify references to pertinent Plan provisions on which
denial is based; describe any additional material and information needed for the
Claimant to perfect his claim for benefits; explain why the material and
information is needed; inform the Claimant that any appeal he wishes to make
must be in writing to the Plan Administrator within 60 days after receipt of the
Plan Administrator's notice of denial of benefits and that failure to make the
written appeal within such 60-day period shall render the Plan Administrator's
determination of such denial final, binding and conclusive.

         If the Claimant appeals to the Plan Administrator, the Claimant, or his
authorized representative, may submit in writing whatever issues and comments
the Claimant, or his representative, feels are pertinent. The Claimant, or his
authorized representative may review pertinent Plan documents. The Plan
Administrator shall reexamine all facts related to the appeal and make a final
determination as to whether the denial of benefits is justified under the
circumstances. The Plan Administrator shall advise the Claimant of its decision
within 60 days of his written request for review, unless special circumstances
(such as a hearing) would make rendering a decision within the 60-day limit
unfeasible. The Claimant must be notified within the 60-day limit if an
extension is necessary. The Plan Administrator shall render a decision on a
claim for benefits no later than 120 days after the request for review is
received.

SECTION 8.05--UNCLAIMED VESTED ACCOUNT PROCEDURE.

         At the time the Participant's Vested Account is distributable to the
Participant, spouse or Beneficiary without his consent according to the
provisions of Article VI or Article IX, the Plan Administrator, by certified or
registered mail addressed to his last known address and in accordance with the
notice requirements of Article VI, will notify him of his entitlement to a
benefit. If the Participant, spouse or Beneficiary fails to claim the Vested
Account or make his whereabouts known in writing within six months from the date
of mailing the notice, the Plan Administrator may treat such unclaimed Vested
Account as a forfeiture and apply it according to the forfeiture provisions of
Article III. If Article III contains no forfeiture provisions, such amount will
be applied to reduce the earliest Employer Contributions due after the
forfeiture arises.

         If a Participant's Vested Account is forfeited according to the
provisions of the above paragraph and the Participant, his spouse or his
Beneficiary at any time make a claim for benefits, the forfeited Vested Account
shall be reinstated, unadjusted for any gains or losses occurring after the date
it was forfeited. The reinstated Vested Account shall then be distributed to the
Participant, spouse or Beneficiary according to the preceding provisions of the
Plan.

<PAGE>

SECTION 8.06--DELEGATION OF AUTHORITY.

         All or any part of the administrative duties and responsibilities under
this article may be delegated by the Plan Administrator to a retirement
committee. The duties and responsibilities of the retirement committee shall be
set out in a separate written agreement.

<PAGE>

                                   ARTICLE IX

                               GENERAL PROVISIONS

SECTION 9.01--AMENDMENTS.

         The Employer may amend this Plan at any time, including any remedial
retroactive changes (within the specified period of time as may be determined by
Internal Revenue Service regulations) to comply with the requirements of any law
or regulation issued by any governmental agency to which the Employer is
subject. An amendment may not diminish or adversely affect any accrued interest
or benefit of Participants or their Beneficiaries or eliminate an optional form
of distribution with respect to benefits attributable to service before the
amendment nor allow reversion or diversion of Plan assets to the Employer at any
time, except as may be necessary to comply with the requirements of any law or
regulation issued by any governmental agency to which the Employer is subject.
No amendment to this Plan shall be effective to the extent that it has the
effect of decreasing a Participant's accrued benefit. However, a Participant's
Account may be reduced to the extent permitted under Code Section 412(c)(8). For
purposes of this paragraph, a Plan amendment which has the effect of decreasing
a Participant's Account or eliminating an optional form of benefit, with respect
to benefits attributable to service before the amendment shall be treated as
reducing an accrued benefit. Furthermore, if the vesting schedule of the Plan is
amended, in the case of an Employee who is a Participant as of the later of the
date such amendment is adopted or the date it becomes effective, the
nonforfeitable percentage (determined as of such date) of such Employee's
employer-derived accrued benefit will not be less than his percentage computed
under the Plan without regard to such amendment.

         An amendment shall not decrease a Participant's vested interest in the
Plan. If an amendment to the Plan, or a deemed amendment in the case of a change
in top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
REQUIREMENTS SECTION of Article X, changes the computation of the percentage
used to determine that portion of a Participant's Account attributable to
Employer Contributions which is nonforfeitable (whether directly or indirectly),
each Participant or former Participant

         (a)      who has completed at least three Years of Service on the date
                  the election period described below ends (five Years of
                  Service if the Participant does not have at least one
                  Hour-of-Service in a Plan Year beginning after December 31,
                  1988) and

         (b)      whose nonforfeitable percentage will be determined on any date
                  after the date of the change

may elect, during the election period, to have the nonforfeitable percentage of
his Account that results from Employer Contributions determined without regard
to the amendment. This election may not be revoked. An election does not need to
be provided for any Participant or former Participant whose nonforfeitable
percentage, determined according to the Plan provisions as changed, cannot at
any time be less than the percentage determined without regard to such change.
The election period shall begin no later than the date the Plan amendment is
adopted, or deemed adopted in the case of a change in the top-heavy status of
the Plan, and end no earlier than the sixtieth day after the date the amendment
is adopted (deemed adopted) or becomes effective, or the date the Participant is
issued written notice of the amendment (deemed amendment) by the Employer or the
Plan Administrator .

<PAGE>

SECTION 9.02.-DIRECT Rollovers.

         This section 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, a Distributee may elect, at
the time and in the manner prescribed by the Plan Administrator, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible
Retirement Plan, specified by the Distributee, in a Direct Rollover .

SECTION 9.03--MERGERS AND DIRECT TRANSFERS.

         The Plan may not be merged or consolidated with, nor have it's assets
or liabilities transferred to, any other retirement plan, unless each
Participant in the plan would (if the plan then terminated, receive a benefit
immediately after the merger, consolidation or transfer which is equal to or
greater than the benefit the Participant would have been entitled to receive
immediately before the merger, consolidation or transfer (if this Plan had then
terminated). The Employer may enter into merger agreements or direct transfer of
assets agreements with the employers under other retirement plans which are
qualifiable under Code Section 401(a), including an elective transfer, and may
accept the direct transfer of plan assets, or may transfer plan assets, as a
party to any such agreement. The Employer shall not consent to, or be a party to
a merger, consolidation or transfer of assets with a defined benefit plan if
such action would result in a defined benefit feature being maintained under
this Plan. The Employer shall not consent to, or be a party to a merger,
consolidation or transfer of assets with a plan which is subject to the survivor
annuity requirements of Code Section 401(a)(11) if such action would result
in a survivor annuity feature being maintained under the Plan.

         The Plan may accept a direct transfer of plan assets on behalf of an
Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active
Participant only for the purpose of investment and distribution of the
transferred assets. Employer Contributions shall not be made for or allocated to
the Eligible Employee, until the time he meets all of the requirements to become
an Active Participant.

         The Plan shall hold, administer and distribute the transferred
assets as a part of the Plan. The Plan shall maintain a separate account for
the benefit of the Employee on whose behalf the Plan accepted the transfer in
order to reflect the value of the transferred assets. Unless a transfer of
assets to the Plan is an elective transfer, the Plan shall apply the optional
forms of benefit protections described in the AMENDMENTS SECTION of Article
IX to all transferred assets. A transfer is elective if: (1) the transfer is
voluntary, under a fully informed election by the Participant; (2) the
Participant has an alternative that retains his Code Section 411(d)(6)
protected benefits (including an option to leave his benefit in the
transferor plan, if that plan is not terminating); (3) if the transferor plan
is subject to Code Sections 401(a)(11) and 417, the transfer satisfies the
applicable spousal consent requirements of the Code; (4) the notice
requirements under Code Section 417, requiring a written explanation with
respect to an election not to receive benefits in the form of a qualified
joint and survivor annuity, are met with respect to the Participant and
spousal transfer election; (5) the Participant has a right to immediate
distribution from the transferor plan under provisions in the plan not
inconsistent with Code Section 401(a); (6) the transferred benefit is equal
to the Participant's entire nonforfeitable accrued benefit under the
transferor plan, calculated to be at least the greater of the single sum
distribution provided by the transferor plan (if any) or the present value of
the Participant's accrued benefit under the transferor plan payable at the
plan's normal retirement age and calculated using an interest rate subject to
the restrictions of Code Section 417(e) and subject to the overall
limitations of Code Section 415; (7) the Participant has a 100%
nonforfeitable interest in the transferred benefit; and (8) the transfer
otherwise satisfies applicable Treasury regulations.

<PAGE>

SECTION 9.04--PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.

         The obligations of an Insurer shall be governed solely by the
provisions of the Group Contract. The Insurer shall not be required to perform
any act not provided in or contrary to the provisions of the Group Contract. See
the CONSTRUCTION SECTION of this article.

         Any issuer or distributor of investment contracts or securities is
governed solely by the terms of its policies, written investment contract,
prospectuses, security instruments, and any other written agreements entered
into with the Trustee.

         Such Insurer, issuer or distributor is not a party to the Plan, nor
bound in any way by the Plan provisions. Such parties shall not be required to
look to the terms of this Plan, nor to determine whether the Employer, the Plan
Administrator, the Trustee, or the Named Fiduciary have the authority to act in
any particular manner or to make any contract or agreement.

         Until notice of any amendment or termination of this Plan or a change
in Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in
assuming that the Plan has not been amended or terminated and in dealing with
any party acting as Trustee according to the latest information which they have
received at their home office or principal address.

SECTION 9.05--EMPLOYMENT STATUS.

         Nothing contained in this Plan gives an Employee the right to be
retained in the Employer's employ or to interfere with the Employer's right to
discharge any Employee.

SECTION 9.06--RIGHTS TO PLAN ASSETS.

         No Employee shall have any right to or interest in any assets of the
Plan upon termination of his employment or otherwise except as specifically
provided under this Plan, and then only to the extent of the benefits payable to
such Employee in accordance with Plan provisions.

         Any final payment or distribution to a Participant or his legal
representative or to any Beneficiaries, of such Participant under the Plan
provisions shall be in full satisfaction of all claims against the Plan, the
Named Fiduciary, the Plan Administrator, the Trustee, the Insurer, and the
Employer arising under or by virtue of the Plan.

SECTION 9.07--BENEFICIARY.

         Each Participant may name a Beneficiary to receive any death benefit
that may arise out of his participation in the Plan. The Participant may change
his Beneficiary from time to time. Unless a qualified election has been made,
for purposes of distributing any death benefits before Retirement Date, the
Beneficiary of a Participant who has a spouse shall be the Participant's spouse.
The Participant's Beneficiary designation and any change of Beneficiary shall be
subject to the provisions of the ELECTION PROCEDURES SECTION of Article VI. It
is the responsibility of the Participant to give written notice to the Insurer
of the name of the Beneficiary on a form furnished for that purpose.

<PAGE>

         With the Employer's consent, the Plan Administrator may maintain
records of Beneficiary designations for Participants before their Retirement
Dates. In that event, the written designations made by Participants shall be
filed with the Plan Administrator. If a Participant dies before his Retirement
Date, the Plan Administrator shall certify to the Insurer the Beneficiary
designation on its records for the Participant.

         If, at the death of a Participant, there is no Beneficiary named or
surviving, any death benefit under the Group Contract shall be paid under the
applicable provisions of the Group Contract.

SECTION 9.08--NONALIENATION OF BENEFITS.

         Benefits payable under the Plan are not subject to the claims of any
creditor of any Participant, Beneficiary, or spouse. A Participant,
Beneficiary or spouse does not have any rights to alienate, anticipate,
commute, pledge, encumber or assign any of such benefits, except in the case
of a loan as provided in the LOANS TO PARTICIPANTS SECTION of Article V. The
preceding sentences shall also apply to the creation, assignment, or
recognition of a right to any benefit payable with respect to a Participant
according to a domestic relations order, unless such order is determined by
the Plan Administrator to be a qualified domestic relations order, as defined
in Code Section 414(p), or any domestic relations order entered before
January 1 , 1985.

SECTION 9.09--CONSTRUCTION.

         The validity of the Plan or any of its provisions is determined under
and construed according to Federal law and, to the extent permissible, according
to the laws of the state in which the Employer has its principal office. In case
any provision of this Plan is held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had
never been included.

         In the event of any conflict between the provisions of the Plan and the
terms of any contract or policy issued hereunder, the provisions of the Plan
control the operation and administration of the Plan.

SECTION 9.10--LEGAL ACTIONS.

         The Plan, the Plan Administrator, the Trustee and the Named Fiduciary
are the necessary parties to any action or proceeding involving the assets held
with respect to the Plan or administration of the Plan or Trust. No person
employed by the Employer, no Participant, former Participant or their
Beneficiaries or any other person having or claiming to have an interest in the
Plan is entitled to any notice of process. A final judgment entered in any such
action or proceeding shall be binding and conclusive on all persons having or
claiming to have an interest in the Plan.

SECTION 9.11--SMALL AMOUNTS.

         If the Vested Account of a Participant has never exceeded $5,000,
the entire Vested Account shall be payable in a single sum as of the earliest
of his Retirement Date, the date he dies, or the date he ceases to be an
Employee for any other reason. This is a small amounts payment. If a small
amount is payable as of the date the Participant dies, the small amounts
payment shall be made to the Participant's Beneficiary. If a small amount is
payable while the Participant is living, the small amounts payment shall be
made to the Participant. The small amounts payment is in full settlement of
all benefits otherwise payable.

<PAGE>

         No other small amounts payments shall be made.


SECTION 9.12--WORD USAGE.

         The masculine gender, where used in this Plan, shall include the
feminine gender and the singular words as used in this Plan may include the
plural, unless the context indicates otherwise.

SECTION 9.13-- TRANSFERS BETWEEN PLANS.


         If an Employee previously participated in another plan of the Employer
which credited service under the elapsed time method for any purpose which under
this Plan is determined using the hours method, then the Employee's service
shall be equal to the sum of (a), (b) and (c) below:

         (a)      The number of whole years of service credited to him under the
                  other plan as of the date he became an Eligible Employee under
                  this Plan.

         (b)      One year or a part of a year of service for the applicable
                  service period in which he became an Eligible Employee if he
                  is credited with the required number of Hours-of-Service. If
                  the Employer does not have sufficient records to determine the
                  Employee's actual Hours-of-Service in that part of the service
                  period before the date he became an Eligible Employee, the
                  Hours-of-Service shall be determined using an equivalency. For
                  any month in which he would be required to be credited with
                  one Hour-of-Service, the Employee shall be deemed for purposes
                  of this section to be credited with 190 Hours-of-Service.

         (c)      The Employee's service determined under this Plan using the
                  hours method after the end of the applicable service period in
                  which he became an Eligible Employee.

         If an Employee previously participated in another plan of the Employer
which credited service under the hours method for any purpose which under this
Plan is determined using the elapsed time method, then the Employee's service
shall be equal to the sum of (d), (e) and (f) below:

         (d)      The number of whole years of service credited to him under the
                  other plan, as of the beginning of the applicable service
                  period under that plan in which he became an Eligible Employee
                  under this Plan.

         (e)      The greater of ( 1) the service that would be credited to him
                  for that entire service period using the elapsed time method
                  or (2) the service credited to him under the other plan as of
                  the date he became an Eligible Employee under this Plan.

         (f)      The Employee's service determined under this Plan using the
                  elapsed time method after the end of the applicable service
                  period under the other plan in which he became an Eligible
                  Employee.

         Any modification of service contained in this Plan shall be applicable
to the service determined pursuant to this section.

         If the Employee previously participated in the plan of a Controlled
Group member which credited service under a different method than is used in
this Plan, for purposes of determining eligibility and vesting the provisions
above shall apply as though the plan of the Controlled Group member were a plan
of the Employer .

<PAGE>

                                    ARTICLE X

                          TOP-HEA VV PLAN REQUIREMENTS

SECTION 10.0 1--APPLICATION.

         The provisions of this article shall supersede all other provisions in
the Plan to the contrary.

         For the purpose of applying the Top-heavy Plan requirements of this
article, all members of the Controlled Group shall be treated as one Employer.
The term Employer as used in this article shall be deemed to include all members
of the Controlled Group unless the term as used clearly indicates only the
Employer is meant.

         The accrued benefit or account of a participant which results from
deductible voluntary contributions shall not be included for any purpose under
this article.

         The minimum vesting and contribution provisions of the MODIFICATION OF
VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of Article X
shall not apply to any Employee who is included in a group of Employees covered
by a collective bargaining agreement which the Secretary of Labor finds to be
a collective bargaining agreement between employee representatives and
one or more employers, including the Employer, if there is evidence that
retirement benefits were the subject of good faith bargaining between such
representatives. For this purpose, the term "employee representatives" does not
include any organization more than half of whose members are employees who are
owners, officers, or executives.

SECTION 10.02--DEFINITIONS.

         The following terms are defined for purposes of this article.

         AGGREGATION GROUP means

         (a)      each of the Employer's retirement plans in which a Key
                  Employee is a participant during the Year containing the
                  Determination Date or one of the four preceding Years,

         (b)      each of the Employer's other retirement plans which allows the
                  plan(s) described in (a) above to meet the nondiscrimination
                  requirement of Code Section 401 (a)(4) or the minimum coverage
                  requirement of Code Section 410, and

         (c)      any of the Employer's other retirement plans not included in
                  (a) or (b) above which the Employer desires to include as part
                  of the Aggregation Group. Such a retirement plan shall be
                  included only if the Aggregation Group would continue to
                  satisfy the requirements of Code Section 401 (a)(4) and Code
                  Section 410.

         The plans in (a) and (b) above constitute the "required" Aggregation
         Group. The plans in (a), (b) and (c) above constitute the "permissive"
         Aggregation Group.

<PAGE>

         COMPENSATION means, as to an Employee for any period, compensation as
         defined in the CONTRIBUTION LIMITATION SECTION of Article III. For
         purposes of determining who is a Key Employee, Compensation shall
         include, in addition to compensation as defined in the CONTRIBUTION
         LIMITATION SECTION of Article II" elective contributions. Elective
         contributions are amounts excludable from the Employee's gross income
         under Code Sections 125, 402Ie)(3), 4021h) or 403(b), and contributed
         by the Employer , at the Employee's election, to a Code Section 401 (k)
         arrangement, a simplified employee pension, cafeteria plan or
         tax-sheltered annuity.

         For purposes of Compensation as defined in this section, Compensation
         shall be limited in the same manner and in the same time as the
         Compensation defined in the DEFINITION SECTION of Article ,.

         DETERMINATION DATE means as to this Plan for any Year, the last day of
         the preceding Year. However, if there is no preceding Year, the
         Determination Date is the last day of such Year .

         KEY EMPLOYEE means any Employee or former Employee (including
         Beneficiaries of deceased Employees) who at any time during the
         determination period was

         (a)      one of the Employer's officers subject to the maximum below)
                  whose Compensation (as defined in this section) for the Year
                  exceeds 50 percent of the dollar limitation under Code Section
                  415(b)(1 )(A).

         (b)      one of the ten Employees who owns (or is considered to own,
                  under Code Section 318) more than a half percent ownership
                  interest and one of the largest interests in the Employer
                  during any Year of the determination period if such person's
                  Compensation (as defined in this section) for the Year exceeds
                  the dollar limitation under Code Section 41 5(c)(1)(A).

         (c)      a five-percent owner of the Employer, or

         (d)      a one-percent owner of the Employer whose Compensation (as
                  defined in this section) for the YEAR is more than $150,000.

         Each member of the Controlled Group shall be treated as a separate
         employer for purposes of determining ownership in the Employer .

         The determination period is the Year containing the Determination Date
         and the four preceding Years. If the Employer has fewer than 30
         Employees, no more than three Employees shall be treated as Key
         Employees because they are officers. If the Employer has between 30 and
         500 Employees, no more than ten percent of the Employer's Employees (if
         not an integer, increased to the next integer) shall be treated as Key
         Employees because they are officers. In no event will more than 50
         Employees be treated as Key Employees because they are officers if the
         Employer has 500 or more Employees. The number of Employees for any
         Plan Year is the greatest number of Employees during the determination
         period. Officers who are employees described in Code Section 414(q)(8)
         shall be excluded. If the Employer has more than the maximum number of
         officers to be treated as Key Employees, the officers shall be ranked
         by amount of annual Compensation (as defined in this section), and
         those with the greater amount of annual Compensation during the
         determination period shall be treated as Key Employees. To determine
         the ten Employees owning the largest interests in the Employer, if more
         than one Employee has the same ownership interest, the Employee(s)
         having the greater annual

<PAGE>

         Compensation shall be treated as owning the larger interest(s). The
         determination of who is a Key Employee shall be made according to Code
         Section 416(i)( 1) and the regulations thereunder .

         NON-KEY EMPLOYEE means a person who is a non-key employee within the
         meaning of Code Section 416 and regulations thereunder .

         PRESENT VALUE means the present value of a participant's accrued
         benefit under a defined benefit plan as of his normal retirement age
         (attained age if later) or, if the plan provides non-proportional
         subsidies, the age at which the benefit is most valuable. The accrued
         benefit of any Employee (other than a Key Employee) shall be determined
         under the method which is used for accrual purposes for all plans of
         the Employer or if there is no one method which is used for accrual
         purposes for all plans of the Employer , as if such benefit accrued not
         more rapidly than the slowest accrual rate permitted under Code Section
         411 (b)11 )(C). For purposes of establishing Present Value, any benefit
         shall be discounted only for 7.5% interest and mortality according to
         the 1971 Group Annuity Table (Male) without the 7% margin but with
         projection by Scale E from 1971 to the later of (a) 1974, or (b) the
         year determined by adding the age to 1920, and wherein for females the
         male age six years younger is used. If the Present Value of accrued
         benefits is determined for a participant under more than one defined
         benefit plan included in the Aggregation Group, all such plans shall
         use the same actuarial assumptions to determine the Present Value.

         TOP-HEAVY PLAN means a plan which is a top-heavy plan for any plan year
         beginning after December 31, 1983. This Plan shall be a Top-heavy Plan
         if

         (a)      the Top-heavy Ratio for this Plan alone exceeds 60 percent and
                  this Plan is not part of any required Aggregation Group or
                  permissive Aggregation Group.

         (b)      this Plan is a part of a required Aggregation Group, but not
                  part of a permissive Aggregation Group, and the Top-heavy
                  Ratio for the required Aggregation Group exceeds 60 percent.

         (c)      this Plan is a part of a required Aggregation Group and part
                  of a permissive Aggregation Group and the Top-heavy Ratio for
                  the permissive Aggregation Group exceeds 60 percent.

         TOP-HEAVY RATIO means the ratio calculated below for this Plan or for
         the Aggregation Group.

         (a)      If the Employer maintains one or more defined contribution
                  plans (including any simplified employee pension plan) and the
                  Employer has not maintained any defined benefit plan which
                  during the five-year period ending on the determination date
                  has or has had accrued benefits, the Top-heavy Ratio for this
                  Plan alone or for the required or permissive Aggregation Group
                  as appropriate is a fraction, the numerator of which is the
                  sum of the account balances of all Key Employees as of the
                  determination date and the denominator of which is the sum of
                  all account balances of all employees as of the determination
                  date. Both the numerator and denominator of the Top-heavy
                  Ratio are adjusted for any distribution of an account balance
                  (including those made from terminated plan(s) of the Employer
                  which would have been part of the required Aggregation Group
                  had such plan(s) not been terminated) made in the five-year
                  period ending on the determination date. Both the numerator
                  and denominator of the Top-heavy Ratio are increased to
                  reflect any contribution not actually made as of the
                  Determination Date, but which is required to be taken into
                  account on that date under Code Section 416 and the
                  regulations thereunder .

<PAGE>

         (b)      If the Employer maintains one or more defined contribution
                  plans (including any simplified employee pension plan and the
                  Employer maintains or has maintained one or more defined
                  benefit plans which during the five-year period ending on the
                  determination date has or has had accrued benefits, the
                  Top-heavy Ratio for any required or permissive Aggregation
                  Group as appropriate is a fraction, the numerator of which is
                  the sum of the account balances under the defined contribution
                  plan(s) of all Key Employees and the Present Value of accrued
                  benefits under the defined benefit plan is) for all Key
                  Employees, and the denominator of which is the sum of the
                  account balances under the defined contribution plan is) for
                  all employees and the Present Value of accrued benefits under
                  the defined benefit plans for all employees, Both the
                  numerator and denominator of the Top-heavy Ratio are adjusted
                  for any distribution of an account balance or an accrued
                  benefit including those made from terminated plan is) of the
                  Employer which would have been part of the required
                  Aggregation Group had such plan is) not been terminated) made
                  in the five-year period ending on the determination date.

         (c)      For purposes of (a) and (b) above, the value of account
                  balances and the Present Value of accrued benefits will be
                  determined as of the most recent valuation date that falls
                  within or ends with the 12-month period ending on the
                  determination date, except as provided in Code Section 416 and
                  the regulations thereunder for the first and second plan years
                  of a defined benefit plan. The account balances and accrued
                  benefits of an employee who is not a Key Employee but who was
                  a Key Employee in a prior year will be disregarded. The
                  calculation of the Top-heavy Ratio and the extent to which
                  distributions, rollovers and transfers during the five-year
                  period ending on the determination date are to be taken into
                  account, shall be determined according to the provisions of
                  Code Section 416 and regulations thereunder. The account
                  balances and accrued benefits of an individual who has
                  performed no service for the Employer during the five-year
                  period ending on the determination date shall be excluded from
                  the Top-heavy Ratio until the time the individual again
                  performs service for the Employer, Deductible employee
                  contributions will not be taken into account for purposes of
                  computing the Top-heavy Ratio. When aggregating plans. the
                  value of account balances and accrued benefits will be
                  calculated with reference to the determination dates that fall
                  within the same calendar year .

         Account, as used in this definition, means the value of an employee's
         account under one of the Employer's retirement plans on the latest
         valuation date. In the case of a money purchase plan or target benefit
         plan, such value shall be adjusted to include any contributions made
         for or by the employee after the valuation date and on or before such
         determination date or due to be made as of such determination date but
         not yet forwarded to the insurer or trustee. In the case of a profit
         sharing plan, such value shall be adjusted to include any contributions
         made for or by the employee after the valuation date and on or before
         such determination date. During the first Year of any profit sharing
         plan such adjustment in value shall include contributions made after
         such determination date that are allocated as of a date in such Year.
         The nondeductible employee contributions which an employee makes under
         a defined benefit plan of the Employer shall be treated as if they were
         contributions under a separate defined contribution plan.

         VALUATION DATE means, as to this Plan, the last day of the last
         calendar month ending in a Year .

         Year means the Plan Year unless another year is specified by the
         Employer in a separate written notice in accordance with regulations
         issued by the Secretary of the Treasury or his delegate,

<PAGE>

SECTION 10.03--MODIFICATION OF VESTING REQUIREMENTS.

         If a Participant's Vesting Percentage determined under Article I is not
at least as great as his Vesting Percentage would be if it were determined under
a schedule permitted in Code Section 416, the following shall apply. During any
Year in which the Plan is a Top-heavy Plan, the Participant's Vesting Percentage
shall be the greater of the Vesting Percentage determined under Article or the
schedule below.

                         VESTING SERVICE NONFORFEITABLE
                            (whole years) PERCENTAGE

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

         The schedule above shall not apply to Participants who are not credited
with an Hour-of-Service after the Plan first becomes a Top-heavy Plan. The
Vesting Percentage determined above applies to all of the Participant's Account
resulting from Employer Contributions, including Contributions the Employer
makes before the TEFRA Compliance Date or when the Plan is not a Top-heavy
Plan.

         If, in a later Year, this Plan is not a Top-heavy Plan, a Participant's
Vesting Percentage shall be determined under Article I. A Participant's Vesting
Percentage determined under either Article or the schedule above shall never be
reduced and the election procedures of the AMENDMENTS SECTION of Article IX
shall apply when changing to or from the schedule as though the automatic change
were the result of an amendment.

SECTION 10.04--MODIFICATION OF CONTRIBUTIONS.

         During any Year in which this Plan is a Top-heavy Plan, the Employer
shall make a minimum contribution or allocation on the last day of the Year for
each person who is a Non-key Employee on that day and who either was or could
have been an Active Participant during the Year. A Non-key Employee is not
required to have a minimum number of hours-of-service or minimum amount of
Compensation, or to have had any Elective Deferral Contributions made for him in
order to be entitled to this minimum. The minimum contribution or allocation for
such person shall be equal to the lesser of (a) or (b) below:

         (a)      Three percent of such person's Compensation (as defined in
                  this article).

         (b)      The "highest percentage" of Compensation (as defined in this
                  article) for such Year at which the Employer's contributions
                  are made for or allocated to any Key Employee. The highest
                  percentage shall be determined by dividing the Employer
                  Contributions made for or allocated to each Key Employee
                  during such Year by the amount of his Compensation (as defined
                  in this article), which is not more than the maximum set out
                  above, and selecting the greatest quotient (expressed as a
                  percentage). To determine the highest percentage, all of the
                  Employer's defined contribution plans within the Aggregation
                  Group shall be treated as one plan. The provisions of this
                  paragraph shall not apply if this Plan and a defined benefit
                  plan of the Employer are required to be included in

<PAGE>

                  the Aggregation Group and this Plan enables the defined
                  benefit plan to meet the requirements of Code Section 401
                  (a)(4) or Code Section 410.

         If the Employer's contributions and allocations otherwise required
under the defined contribution plan(s) are at least equal to the minimum above,
no additional contribution or reallocation shall be required. If the Employer's
contributions and allocations are less than the minimum above and Employer
Contributions under this Plan are allocated to Participants, any Employer
Contributions (other than those which are allocated on the basis of the amount
made for such person) shall be reallocated to provide the minimum. The remaining
Contributions shall be allocated as provided in the preceding articles of this
Plan taking into account any amount which was reallocated to provide the
minimum. If the Employer's total contributions and allocations are less than the
minimum above after any reallocation provided above, the Employer shall
contribute the difference for the Year.

         The minimum contribution or allocation applies to all of the Employer's
defined contribution plans in the aggregate which are Top-heavy Plans. If an
additional contribution or allocation is required to meet the minimum above, it
shall be provided in this Plan.

         A minimum allocation under a profit sharing plan shall be made without
regard to whether or not the Employer has profits.

         If a person who is otherwise entitled to a minimum contribution or
allocation above is also covered under a defined benefit plan of the Employer's
which is a Top-heavy Plan during that same Year, the minimum benefits for him
shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis of the lesser of (c)
two percent of his average pay multiplied by his years of service or (d) twenty
percent of his average pay. Average pay and years of service shall have the
meaning set forth in such defined benefit plan for this purpose.

         For purposes of this section, any employer contribution made according
to a salary reduction or similar arrangement shall not apply before the first
Yearly Date in 1985. On and after the first Yearly Date in 1989, any such
employer contributions and employer contributions which are matching
contributions, as defined in Code Section 401 (m), shall not apply in
determining if the minimum contribution requirement has been met, but shall
apply in determining the minimum contribution required. Forfeitures credited to
a Participant's Account are treated as employer contributions.

         The requirements of this section shall be met without regard to
contributions under Chapter 2 of the Code (relating to tax on self-employment),
Chapter 21 of the Code (relating to Federal Insurance Contributions Act), Title
II of the Social Security Act or any other Federal or state law.

SECTION 10.05--MODIFICATION OF CONTRIBUTION LIMITATION.

         If the provisions of subsection (e) of the CONTRIBUTION LIMITATION
SECTION of Article III are applicable for any Limitation Year during which this
Plan is a Top-heavy Plan, the benefit limitations shall be modified. The
definitions of Defined Benefit Plan Fraction and Defined Contribution Plan
Fraction in the CONTRIBUTION LIMITATION SECTION of Article III shall be modified
by substituting "1.0" in lieu of "1.25." The optional denominator for
determining the Defined Contribution Plan Fraction shall be modified by
substituting "$41,500" in lieu of "$51,875." In addition, an adjustment shall be
made to the numerator of the Defined Contribution Plan Fraction. The adjustment
is a reduction of that numerator similar to the modification

<PAGE>

of the Defined Contribution Plan Fraction described in the CONTRIBUTION
LIMITATION SECTION of Article 111, and shall be made with respect to the last
Plan Year beginning before January 1, 1984.

         The modifications in the paragraph above shall not apply with respect
to a Participant so long as employer contributions, forfeitures or nondeductible
employee contributions are not credited to his account under this or any of the
Employer's other defined contribution plans and benefits do not accrue for such
Participant under the Employer's defined benefit plan(s), until the sum of his
Defined Contribution and Defined Benefit Plan Fractions is less than 1.0.

<PAGE>

         By executing this Plan, the Primary Employer acknowledges having
counseled to the extent necessary with selected legal and tax advisors regarding
the Plan's legal and tax implications.


         Executed this day of, .



                                         California Community Bancshares, Inc.
                                         By:




                                                              Title
                                                   Defined Contribution Plan 7.7




         The Adopting Employer must agree to participate in or adopt the Plan in
writing. If this has not already been done, it may be done by signing below.


                                         Sacramento Commercial Bank.


                                         By:





                                                              Title



                                                              Date