Exhibit 10.11

                       JADE FINANCIAL CORP.
                   EMPLOYEE STOCK OWNERSHIP PLAN


                    (Effective _______________)



                        TABLE OF CONTENTS

                                                            Page

ARTICLE 1 - INTRODUCTION.................................     1

ARTICLE 2 - DEFINITIONS..................................     2

ARTICLE 3 - ELIGIBILITY..................................     9
      3.1   Eligibility Generally........................     9
      3.2   Eligibility Computation Period...............     9
      3.3   Commencement of Participation................     9
      3.4   Cessation of Participation...................     9
      3.5   Special Rules for Participation and Vesting
              Purposes...................................     9
      3.6   Years of Service.............................    10
      3.7   Participation upon Reemployment..............    10

ARTICLE 4 - VESTING......................................    12
      4.1   In General...................................    12
      4.2   Normal Retirement Date.......................    12
      4.3   Death or Disability..........................    12
      4.4   Forfeiture of Account........................    12

ARTICLE 5 - CONTRIBUTIONS AND ALLOCATIONS................    13
      5.1   Company Contributions........................    13
      5.2   Time and Manner of Contributions.............    13
      5.3   Employee Contributions.......................    13
      5.4   Recovery of Contributions....................    13
      5.5   Allocation of Employer Contributions.........    14
      5.6   Income on Investments........................    14
      5.7   Certain Stock Transactions...................    14
      5.8   Valuation of Trust Fund......................    15

ARTICLE 6 - MAXIMUM LIMITATION ON ALLOCATIONS............    16
      6.1   Participation Solely in This Plan............    16
      6.2   Participation in Another Defined
              Contribution Plan..........................    17
      6.3   Participation in a Defined Benefit Plan......    17
      6.4   Definitions..................................    18

ARTICLE 7 - INVESTMENT OF TRUST ASSETS...................    21
      7.1   Trust........................................    21

ARTICLE 8 - COMPANY STOCK APPRAISAL......................    22

ARTICLE 9 - DISTRIBUTIONS................................    23
      9.1   Termination of Employment....................    23
      9.2   Death........................................    23
      9.3   Time of Payment..............................    24
      9.4   Form of Payment..............................    24
      9.5   Direct Rollover..............................    24
      9.6   Diversification Election.....................    25
      9.7   Election to Retain Interests in Plan.........    26
      9.8   Mandatory Distributions......................    26
      9.9   Dividend Distributiolns......................    29
      9.10  Right of First Refusal.......................    29
      9.11  Prohibited Company Stock Transactions........    29

ARTICLE 10 - RIGHT TO SELL COMPANY STOCK.................    31
     10.1   Put Requirements.............................    31

ARTICLE 11 - VOTING AND TENDER OF COMPANY STOCK..........    33
     11.1   Voting.......................................    33
     11.2   Tender.......................................    33
     11.3   Fiduciary Responsibilities...................    34
     11.4   Procedures for Voting and Tender.............    34

ARTICLE 12 - ADMINISTRATION..............................    35
     12.1   Fiduciary Responsibilities...................    35
     12.2   The Administrative Committee.................    35
     12.3   Plan Expenses................................    37
     12.4   Meetings and Voting..........................    37
     12.5   Compensation.................................    37
     12.6   Claims Procedures............................    37
     12.7   Liabilities..................................    39

ARTICLE 13 - AMENDMENTS..................................    40
     13.1   Right to Amend...............................    40
     13.2   Amendment by Administrative Committee........    40
     13.3   Plan Merger and Asset Transfers..............    40

ARTICLE 14 - TERMINATION.................................    41
     14.1   Right to Terminate...........................    41
     14.2   Effect of Termination........................    41

ARTICLE 15 - MISCELLANEOUS...............................    42
     15.1   Non-Alienation of Benefits...................    42
     15.2   Appointment of Guardian......................    42
     15.3   Satisfaction of Benefit Claims...............    42
     15.4   Controlling Law..............................    42
     15.5   Non-Guarantee of Employment..................    42
     15.6   Severability and Construction of the Plan....    43
     15.7   No Requirement of Profits....................    43
     15.8   All Risk on Participants and Beneficiaries...    43
     15.9   Special Rules................................    43

ARTICLE 16 - TOP-HEAVY PROVISIONS........................    44
     16.1   Determination of Top-Heavy Status............    44
     16.2   Super Top-Heavy Plan.........................    44
     16.3   Top-Heavy Definitions........................    44
     16.4   Top-Heavy Rules..............................    45

ARTICLE 17 - EXEMPT LOANS................................    48
     17.1   General......................................    48
     17.2   Terms of Exempt Loan Agreements..............    48
     17.3   Prohibition on Purchase Arrangements.........    48
     17.4   Suspense Account.............................    49
     17.5   Sale of Financed Shares......................    50



                            ARTICLE 1

                           INTRODUCTION

           The Jade Financial Corp. Employee Stock Ownership
Plan (the "Plan") was established by Jade Financial Corp. (the
"Company") in order for its employees to participate in the
ownership of the Company.  The Plan, effective as of
__________________, is intended to be an employee stock
ownership plan within the meaning of Section 4975(e)(7) of the
Internal Revenue Code of 1986, as amended, and is designed to
invest primarily in Common Stock of the Company which meets the
requirements for qualifying employer securities under Code
Section 409(l).  The purchase of Company Stock for the Plan may
be made with the proceeds of exempt loans meeting the
requirements of Section 54.4975-7(b) of the Treasury Regulations
(including any amendments thereto) and Section 2550.408(b)-3 of
the Department of Labor Regulations (including any amendments
thereto), employer contributions, dividends on qualified
employer securities or a combination thereof.



                            ARTICLE 2

                           DEFINITIONS

          The following initially capitalized words and phrases
when used herein shall have the meanings set forth below, unless
the context clearly requires otherwise.

          2.1  "Account" means the bookkeeping account
established for each Participant which reflects the value of the
Participant's interest in the Plan.  This Account shall include
a Company Stock Account, reflecting the number of shares of
Company Stock allocated to the Participant and an Investment
Account in which shall be reflected other investments allocated
to the Participant.

          2.2  "Administrative Committee" and "Committee," used
interchangeably, means the named fiduciary of the Plan, which is
appointed by the Board of Directors, as is more fully described
in Article 12.

          2.3  "Affiliate" means the Company and any corporation
which is a member of a controlled group of corporations (as
defined in Code Section 414(b)) which includes the Company; any
trade or business (whether or not incorporated) which is under
common control (as defined in Code Section 414(c)) with the
Company; any organization (whether or not incorporated) which is
a member of an affiliated service group (as defined in Code
Section 414(m)) which includes the Company; and any other entity
required to be aggregated with the Company pursuant to
regulations under Code Section 414(o).

          2.4  "Beneficiary" means the individual(s) or entities
entitled to receive the Participant's benefits under the Plan in
the event of the Participant's death prior to receiving all
benefits payable under the Plan.

          2.5  "Board of Directors" means the Board of Directors
of the Company as constituted from time to time.

          2.6  "Break in Service" means a Plan Year during which
an Employee (a) has terminated employment or is no longer
employed with the Company or an Affiliate, and (b) fails to
complete more than five hundred (500) Hours of Service.

          2.7  "Code" means the Internal Revenue Code of 1986,
as amended and the regulations promulgated thereunder.

          2.8  "Company" means Jade Financial Corp. and any
Affiliate which adopts this Plan with the approval of the Board
of Directors of the Company and any successor to the business of
the Company that agrees to assume the Company's obligations
under the Plan.

          2.9  "Company Stock" means shares of common stock
issued by the Company that are qualifying employer securities
within the meaning of Code Section 4975(e)(8).  For purposes of
Code Section 4975(e)(8), "Affiliate," as defined in Section 2.3
of the Plan, shall be modified in accordance with Code Section
409(l)(4).

          2.10  "Compensation" means the actual salary or wages
paid during a Plan Year (including shift differential, draw,
overtime and bonus) to a Participant by the Company for personal
services, and including any salary reduction contributions
elected by a Participant pursuant to any plan maintained by the
Company in accordance with Code Sections 401(k) and 125, but
excluding severance, commissions, the value of any stock options
included in gross income, awards under any nonqualified plans of
deferred compensation and reimbursement for business, travel or
entertainment expenses incurred by the Participant and not
reported to the Internal Revenue Service as wages.

          The annual compensation for each Participant taken
into account under the Plan shall not exceed $160,000, as
adjusted by the Secretary or his designate at the same time and
in the same manner as under Code Section 415(d).  For purposes
of the determination and allocation of Employer contributions,
the term Compensation shall not include amounts received by an
Employee during a Plan Year before he or she commences or
resumes participation in the Plan.

          2.11  "Disability" shall have the meaning set forth in
the Company's long-term disability plan.

          2.12  "Effective Date" means _______________ which is
the date on which the provisions of this Plan become effective.

          2.13  "Employee" means an individual who is employed
as a common law employee by the Company or an Affiliate on a
salaried or hourly basis and with respect to whom the Company or
the Affiliate is required to withhold taxes from remuneration
paid to him or her by the Company or Affiliate for personal
services rendered to the Company, including any officer or
director who shall so qualify.  The term shall not include
leased employees within the meaning of Code Section 414(n).
Employees shall not include any individual whose employment with
the Company or an Affiliate is governed by a collective
bargaining agreement between the Company and employee
representatives if evidence exists that retirement benefits were
a subject of good faith bargaining between the parties, and
provided such bargaining agreement does not provide for
participation in this Plan.

          2.14  "Employer" means the Company.

          2.15  "Entry Date" means January 1, April 1, July 1
and October 1 of each Plan Year.

          2.16  "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended from time to time, including
any regulations promulgated thereunder.

          2.17  "Exempt Loan" means an extension of credit to
the Plan which satisfies the requirements of Treasury
Regulations Section 54.4975-7(b) and Department of Labor
Regulations Section 2550.408(b)-3, or any future law or
regulation that modifies either or both of these two regulations
and affects the exemption for such loans to an employee stock
ownership plan.

          2.18  "Fund" means the assets and all income, gains
and losses thereon held by the Trustee under the Trust Agreement
for the exclusive benefit of Participants and Beneficiaries of
the Plan.

          2.19  "Highly Compensated Employee"

               (a)  Highly Compensated Employee means an
Employee who performs service during the determination year and
is described in one or more of the following groups:

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

                     (ii)  An Employee who receives compensation
in excess of $80,000 (indexed in accordance with Code
Section 415(d)) during the look-back year.

                    (iii)  An Employee who receives compensation
in excess of $80,000 (indexed in accordance with Code
Section 415(d)) during the look-back year and is a member of the
top-paid group for the look-back year.

               (b)  For purposes of the definition of Highly
Compensated Employee, the following definitions and rules shall
apply:

                    (i)  The determination year is the Plan Year
for which the determination of who is highly compensated is
being made.

                    (ii)  The look-back year is the 12 month
period immediately preceding the determination year, or if the
Employer elects, the calendar year ending with or within the
determination year.

                    (iii)  The top-paid group consists of the
top 20% of employees ranked on the basis of compensation
received during the year.  For purposes of determining the
number of employees in the top-paid group, employees described
in Code Section 414(q)(8) and Treasury Regulations
Section 1.414(q)-1T Q&A 9(b) are excluded.

               (c)  Compensation is compensation within the
meaning of Code Section 415(c)(3), plus, for purposes thereof,
elective or salary reduction contributions to a cafeteria plan,
cash or deferred arrangement under Code Section 401(k) or tax-
sheltered annuity.  Employers aggregated under Code
Sections 414(b), (c), (m), or (o) are treated as a single
employer.

          2.20  "Hours of Service" means:

               (a)  Performance of Duties.  The actual hours for
which an Employee is paid or entitled to be paid by the Company
for the performance of duties;

               (b)  Nonworking Paid Time.  Each hour for which
an Employee is paid or entitled to be paid by the Company on
account of a period of time during which no duties are performed
(irrespective of whether the employment relationship has
terminated) due to vacation, holiday, illness, incapacity,
disability (to the extent not already included in Compensation),
layoff, jury duty, military duty or leave of absence; provided,
however, no more than 501 Hours of Service shall be credited to
an Employee on account of any single continuous period during
which he performed no duties; and provided further that no
credit shall be given for payments made or due under a plan
maintained solely for the purpose of complying with applicable
worker's or unemployment compensation or disability insurance
laws or for payments which solely reimburse an Employee for
medical or medically related expenses incurred by the Employee;
and

               (c)  Maternity, Paternity and FMLA Leave.  Solely
for purposes of determining whether a one year Break in Service
(as defined in Section 2.6 of the Plan) has occurred for
purposes of determining eligibility to participate and vesting,
each hour for which an Employee is absent from employment by
reason of (i) pregnancy of the Employee, (ii) birth of a child
of the Employee, (iii) placement of a child in connection with
the adoption of the child by an individual, or (iv) caring for
the child during the period immediately following the birth or
placement for adoption.  Hours of Service shall also, for these
limited purposes, include each hour for which an Employee who
has worked for the Company or an Affiliate for at least
12 months and for at least 1,250 Hours of Service during the
year preceding the start of the leave, is absent from employment
on an unpaid family leave for up to 12 weeks, as provided for in
the Family and Medical Leave Act of 1993 (the "FMLA Leave"), by
reason of (A) the birth or adoption of a child, (B) the care of
a spouse, child or parent with a serious health condition, or
(C) his own serious health condition, provided that such an
Employee provides the Company with a 30-day advance notice if
the leave is foreseeable, and/or medical certification
satisfactory to support his request for leave because of a
serious health condition.  For purposes of determining whether
an Employee's leave qualifies as a "FMLA Leave" in order to be
credited with Hours of Service under this Plan, the Family and
Medical Leave Act of 1993 ("FMLA") and the regulations
promulgated thereunder shall apply.  During the period of
absence, the Employee shall be credited with the number of hours
that would be generally credited but for such absence or if the
general number of work hours is unknown, eight Hours of Service
for each normal workday during the leave (whether or not
approved).  These hours shall be credited to the computation
period in which the leave of absence commences if crediting of
such hours is required to prevent the occurrence of a one year
Break in Service in such computation period, and in other cases,
in the immediately following computation period.  The
computation period shall be the same as the relevant period for
determining eligibility computation periods and vesting
computation periods.  Unless otherwise required under the FMLA
and the regulations promulgated thereunder, no more than
501 Hours of Service shall be credited under this paragraph for
any single continuous period (whether or not such period occurs
in a single computation period).

               (d)  Back Pay.  Each hour for which back pay,
irrespective of mitigation of damages, is either awarded or
agreed to by the Company; provided, however, Hours of Service
credited under paragraphs (a), (b) and (c) above shall not be
recredited by operation of this paragraph.

               (e)  Equivalencies.  The Administrative Committee
shall have the authority to adopt any of the following
equivalency methods for counting Hours of Service that are
permissible under regulations issued by the Department of Labor:
(i) Working Time; (ii) Periods of Employment; (iii) Earnings; or
(iv) Elapsed Time.  The adoption of any equivalency method for
counting Hours of Service shall be evidenced by a certified
resolution of the Committee, which shall be attached to and made
part of the Plan.  Such resolution shall indicate the date from
which such equivalency shall be effective.

               (f)  Miscellaneous.  Unless the Administrative
Committee directs otherwise, the methods of determining Hours of
Service when payments are made for other than the performance of
duties and of crediting such Hours of Service to Plan Years set
forth in Department of Labor Regulations Sections 2530.200b-2(b)
and (c), shall be used hereunder and are incorporated by
reference into the Plan.

          Participants on military leaves of absence who are not
directly or indirectly compensated or entitled to be compensated
by the Company while on such leave shall be credited with Hours
of Service as required by Section 9 of the Military Selective
Service Act.

          Notwithstanding any other provision of this Plan to
the contrary, an Employee shall not be credited with Hours of
Service more than once with respect to the same period of time.

          2.21  "Investment Manager" means an investment
advisor, bank or insurance company, meeting the requirements of
ERISA Section 3(38), appointed by the Company to manage the
Plan's assets in accordance with the Trust Agreement.

          2.22  "Normal Retirement Date" means the first day of
the calendar month coincident with or following the date on
which a Participant attains age 65.

          2.23  "Participant" means an Employee participating in
the Plan in accordance with Article 3.

          2.24  "Plan" means the Jade Financial Corp. Employee
Stock Ownership Plan, as set forth in this document and in the
Trust Agreement pursuant to which the Fund is maintained, in
each case as amended from time to time.

          2.25  "Plan Year" means the calendar year.

          2.26  "Suspense Account" means the account established
and maintained to hold Company Stock acquired with the proceeds
of an Exempt Loan and held in the Fund, which Company Stock has
not been allocated to the Accounts of Participants with respect
to the year of such acquisition.

          2,27  "Trust Agreement" means the agreement of Trust
established by the Company and the Trustee for purposes of
holding title to the assets of the Plan.

          2.28  "Trustee" means ______________________________
as appointed by the Board of Directors of the Company in
accordance with Article 12 to hold legal title to the assets of
the Fund and that expressly agrees to be bound by the terms and
conditions of the Trust Agreement.

          2.29  "Valuation Date" shall mean the last business
day of each calendar quarter (March 31, June 30, September 30
and December 31), and such other more frequent dates as the
Administrative Committee may from time to time establish.

          2.30  "Year of Service" means a Plan Year or the
eligibility computation period in which a Participant completes
at least 1,000 Hours of Service.

          THE MASCULINE GENDER, WHERE APPEARING IN THE PLAN,
SHALL BE DEEMED TO INCLUDE THE FEMININE GENDER, UNLESS THE
CONTEXT CLEARLY INDICATES TO THE CONTRARY.



                            ARTICLE 3

                           ELIGIBILITY

          3.1  Eligibility Generally.  Each Employee who is
employed by the Company on the Effective Date shall be eligible
to become a Participant in the Plan as of the Effective Date
provided he has attained age 21 and has satisfied the
requirements of Section 3.2 of the Plan relating to the
completion of an eligibility computation period.

          3.2  Eligibility Computation Period.  An Employee's
eligibility computation period shall be the twelve consecutive
month period during which the Employee is credited with 1,000 or
more Hours of Service beginning with the date the Employee first
performs an Hour of Service.  Thereafter, the eligibility
computation period of an Employee shall be the Plan Year,
including the Plan Year that includes the first anniversary of
the date of his first Hour of Service.

          3.3  Commencement of Participation.  Each Employee who
has satisfied the requirements of Section 3.1 of the Plan shall
commence participation in the Plan on the later of the Effective
Date or the Entry Date concurrent with or next following the
date on which he satisfies such requirements.

          3.4  Cessation of Participation.  An Employee shall
cease to be a Participant upon the earliest of (a) the date on
which he retires under the Plan, (b) the date on which his
employment with the Company terminates for any reason, including
death or Disability, (c) the date on which his employment with
the Company is governed by a collective bargaining agreement
that does not provide for participation in this Plan; or (d) the
date on which he becomes a "leased employee" as defined in Code
Section 414(n).

          3.5  Special Rules for Participation and Vesting
Purposes.  For purposes of determining an Employee's eligibility
to participate in the Plan pursuant to Section 3.1 of the Plan,
and for purposes of determining his Years of Service and vested
interest pursuant to this Section 3.5 and Section 4.1 of the
Plan, respectively, Hours of Service shall include an Employee's
Hours of Service (a) with an Affiliate after it became an
Affiliate hereunder, (b) while a "leased employee" as defined in
Code Section 414(n) with the Company or an Affiliate after it
became an Affiliate, (c) while an employee covered by the terms
of a collective bargaining agreement that does not provide for
participation in this Plan, or (d) with the Company prior to the
Effective Date provided such Employee was eligible to
participate in this Plan on the Effective Date in accordance
with Section 3.1.

          3.6  Years of Service.  A participant's vested
interest in his Account shall be based on his Years of Service.
Subject to the reemployment provisions of Section 3.7 of the
Plan, a Participant or Employee shall be credited with a Year of
Service for each Plan Year in which he is credited with 1,000 or
more Hours of Service with the Company.

          3.7  Participation upon Reemployment.  Upon the
reemployment of any person after the Effective Date who had
previously been employed by the Company on or after the
Effective Date, the following rules shall apply in determining
his participation in the Plan and his Years of Service under
Section 3.5 of the Plan:

               (a)  No Prior Participation. If the reemployed
Employee was not a Participant in the Plan during his prior
period of employment and the reemployed Employee incurred a one-
year Break in Service, he must meet the requirements of
Section 3.1 of the Plan for participation in the Plan as if he
were a new Employee.  If the reemployed Employee was not a
Participant in the Plan during his prior period of employment
and the reemployed Employee did not incur a one-year Break in
Service, all Service with the Company before termination of
employment and after re-employment will be aggregated for
purposes of meeting the requirements of Section 3.1 of the Plan
for participation in the Plan.  For purposes of this Article 3,
the term one-year Break in Service means a twelve consecutive
month period during which the Employee does not perform at least
500 hours of service.

               (b)  Prior Participation.  If the reemployed
Employee was a Participant in the Plan during his prior period
of employment, he shall be entitled to resume participation in
the Plan on the date of his reemployment.

               (c)  Years of Service.  Upon reemployment
following a Break in Service, any Employee who was entitled to a
nonforfeitable (vested) benefit as of the date of his original
Break in Service will have his Years of Service before and after
the Break in Service aggregated.  Any Employee who was not
eligible for a nonforfeitable (vested) benefit under this Plan
at the date of his original Break in Service will have his Years
of Service before the Break in Service aggregated with his Years
of Service after the Break in Service unless the period
commencing with the date of his termination of employment and
ending with the date of his reemployment exceeds the greater of
(i) his Years of Service prior to the Break in Service or
(ii) five years.




ARTICLE 4

VESTING

          4.1  In General.  Each Participant shall have a vested
interest in his Account, if any, in accordance with the
following vesting schedule:

           Years of Service
       After the Effective Date       Vested Percentage

       0-3 Years of Service                    0%
       3 or more Years of Service            100%

          For purposes of determining an Employee's vested
interest under this Section 4.1, an Employee's Years of Service
shall be disregarded as permitted by Code Section 411(a)(4)(D).
Notwithstanding any provision of this Plan to the contrary,
Years of Service will be credited to a Participant with respect
to periods of qualified military service as provided in Code
Section 414(u).

          4.2  Normal Retirement Date.  Notwithstanding the
provisions of Section 4.1 of the Plan, a Participant who
terminates employment on or after his Normal Retirement Date,
shall be 100 percent vested in his Account.

          4.3  Death or Disability.  Notwithstanding the
provisions of Section 4.1 of the Plan, if a Participant's
employment is terminated on account of death or Disability, he
shall be 100 percent vested in his Account.

          4.4  Forfeiture of Account.  If a Participant
terminates employment prior to the time he is 100 percent vested
in his Account for a reason other than death, Disability, or
Normal Retirement, then the non-vested amount shall be
immediately forfeited and allocated as of the end of the Plan
Year in which the Participant incurs a one-year Break in
Service.  Forfeitures shall be allocated to the Accounts of
Participants who were employed by the Company on the last day of
the Plan Year with respect to which forfeitures are allocated in
the ratio that the Compensation of each Participant for such
Plan Year bears to the total Compensation of all such
Participants for such Plan Year.



ARTICLE 5

                  CONTRIBUTIONS AND ALLOCATIONS

          5.1  Company Contributions.  For each Plan Year, the
Company may contribute cash or shares of Company Stock, or both,
in such amounts as may be determined by the Board of Directors.
In no event, however, shall Company contributions made under
this Section 5.1 exceed fifteen percent (15%) of each
Participant's Compensation, except to the extent Company
contributions are used to pay the interest on an Exempt Loan.

          In the event shares of Company Stock are sold to the
Trustee for a Plan Year, the fair market value of such Company
Stock shall be determined in accordance with the provisions of
Article 8.  Employer contributions made under this Section 5.1
shall be transferred to the Trustee no later than the due date
(including extensions) for filing the Company's Federal income
tax return.

          5.2  Time and Manner of Contributions.  All Company
contributions shall be paid directly to the Trustee, and a
contribution for any Plan Year shall be made not later than the
date prescribed by law for filing the Company's Federal income
tax return (including extensions, if any) for the Company's
taxable year that ends within or with that Plan Year.

          5.3  Employee Contributions.  Participants are neither
permitted nor required to make contributions to the Plan.

          5.4  Recovery of Contributions.  The Company may
recover contributions to the Plan, only as set forth in this
Section 5.4.

               (a)  Contributions made to the Plan shall be
conditioned upon the initial and continuing qualification of the
Plan.  If the Plan is determined to be disqualified,
contributions made in respect of any period subsequent to the
effective date of such disqualification shall be returned to the
Company.

               (b)  Contributions made to the Plan shall be
conditioned upon their deductibility under the Code.  To the
extent that a deduction is disallowed for any contribution, such
amount shall be returned to the Company within one year after
the disallowance of the deduction.

               (c)  If a contribution, or any part thereof, is
made on account of a mistake of fact, the amount of the
contribution attributable to such mistake shall be returned to
the Company within one year after it is made.

          5.5  Allocation of Employer Contributions.  Subject to
the limitations set forth in Article 6, Employer contributions
made to the Trust in the form of cash or Company Stock for a
Plan Year shall be allocated to the Accounts of Participants in
the ratio of the Compensation of each Participant for the Plan
Year to the total Compensation of all Participants for the Plan
Year, provided that the Participant has completed 1,000 Hours of
Service and is actively employed on the last day of the Plan
Year.  Notwithstanding any provision of this Plan to the
contrary, a Participant will have the right to share in
allocations of Employer contributions with respect to periods of
qualified military service as provided in Code Section 414(u).

          5.6  Income on Investments.  The income, gains, and
losses attributable to investments under the Plan shall be
allocated annually or at such other times as the Administrative
Committee may determine to the Accounts of Participants and
Beneficiaries who have undistributed balances in their Accounts
on the Valuation Date, in proportion to the amounts in the
Accounts immediately after the preceding Valuation Date, but
after first reducing each Account by any distributions,
withdrawals or transfers from the Trust during the interim
period and increasing each Account by any transfers to the Trust
and by contributions made to the Trust during the interim
period.

          Distributions from the Plan shall include income,
gains, and losses accrued as of the coincident or immediately
preceding Valuation Date, and shall not be adjusted
proportionately to reflect any income, gains, or losses accrued
after that Valuation Date.  All valuations shall be based on the
fair market value of the assets in the Trust on the Valuation
Date.

          5.7  Certain Stock Transactions.  Shares of Company
Stock received by the Trustee as a result of a stock split,
dividend, conversion, or as a result of a reorganization or
other recapitalization of the Company shall be allocated as of
the day on which such shares are received by the Trustee in the
same manner as the shares of Company Stock to which they are
attributable are then allocated.

          5.8  Valuation of Trust Fund.  As of each Valuation
Date, the Trustee shall determine the fair market value of the
Trust, after deducting withdrawals, distributions, and any
expenses of Plan administration paid out of the Trust, and
including any contributions allocated to Participants' Accounts,
for the valuation period ending on the Valuation Date.  In
determining value, the Trustee may use such generally accepted
methods as the Trustee, in its discretion, deems advisable,
which, in the case of Company Stock shall be in accordance with
the provisions of Article 8.



                            ARTICLE 6

                MAXIMUM LIMITATION ON ALLOCATIONS

          6.1  Participation Solely in This Plan.

               (a)  If the Participant does not participate in,
and has never participated in another plan qualified under Code
Section 401(a) that is maintained by the Employer, or a welfare
benefit fund (as defined in Code Section 419(e)) maintained by
the Employer, or an individual medical account (as defined in
Code Section 415(l)(2)) maintained by the Employer, which
provides an Annual Addition, the amount of Annual Additions
which may be credited to the Participant's Account for any
Limitation Year shall not exceed the lesser of the Maximum
Permissible Amount or any other limitation contained in the
Plan.  If the Company's contribution that would otherwise be
contributed or allocated to the Participant's Account would
cause the Annual Additions for the Limitation Year to exceed the
Maximum Permissible Amount, the excess amounts in the
Participant's Account must be allocated and reallocated to other
Participants.  If the allocation or reallocation of the excess
amounts cause the Maximum Permissible Amount to be exceeded with
respect to each Participant for the Limitation Year, then these
amounts must be held unallocated in a Code Section 415 suspense
account.  If a Code Section 415 suspense account is in existence
at any time during a Limitation Year pursuant to this
Section 6.1, it will not participate in the allocation of the
Trust's investment gains and losses.  If a suspense account is
in existence at any time during a particular Limitation Year,
other than the Limitation Year described in the preceding
sentence, all amounts in the Code Section 415 suspense account
must be allocated and reallocated to Participants' Accounts
(subject to the Maximum Permissible Amount) before any Employer
contributions may be made to the Plan for that Limitation Year.

               (b)  Prior to determining the Participant's
actual Compensation for the Limitation Year, the Company may
determine the Maximum Permissible Amount for a Participant on
the basis of a reasonable estimation of the Participant's
Compensation for the Limitation Year, uniformly determined for
all Participants similarly situated.

               (c)  As soon as is administratively feasible
after the end of the Limitation Year, the Maximum Permissible
Amount for the Limitation Year will be determined on the basis
of the Participant's actual Compensation for the Limitation
Year.

               (d)  If, after determining the Participant's
actual Compensation or, if as a result of an allocation of
forfeitures, there is an amount in excess of the Maximum
Permissible Amount allocated to a Participant's Account, the
excess shall be allocated in the same manner as provided for in
Section 6.2(a) of the Plan.

          6.2  Participation in Another Defined Contribution
Plan.

               (a)  This Section 6.2 applies if a Participant is
also covered under another defined contribution plan or a
welfare benefit fund (as defined in Code Section 419(e)) or an
individual medical account (as defined in Code Section 415(l)(2)
maintained by the Employer which provides an Annual Addition
during any Limitation Year.  If the Participant participates in
one or more such plans, all reductions in Annual Additions shall
be made under such plans and not under this Plan.  In the event
that, notwithstanding the preceding sentence, the Annual
Additions to be credited under this Plan should exceed the
Maximum Permissible Amount, the Annual Additions which would
otherwise be credited to the Participant's Account under any
other such plan shall be reduced prior to making any reduction
hereunder, which reduction shall be made to the maximum extent
possible under this Plan and shall be reduced in the manner set
forth in Section 6.1 of the Plan.

          6.3  Participation in a Defined Benefit Plan.

               (a)  In the event a Participant participates in a
defined benefit plan or plans maintained by the Employer as well
as this Plan, the sum of the Defined Benefit Plan Fraction and
the Defined Contribution Plan Fraction will not exceed 1.0 for
any Limitation Year.  If there is an excess, appropriate
adjustments to the Participant's benefits under defined benefit
plans maintained by the Employer shall be made prior to making
any adjustments to a Participant's Account under this Plan.

               (b)  For purposes of this Section 6.3, the
Defined Benefit Plan Fraction for any Limitation Year is a
fraction:

                    (i)  the numerator of which is the projected
annual benefit of the Participant (as determined under Code
Section 415) under all defined benefit plans of the Employer
(determined as of the close of the year); and

                    (ii)  the denominator of which is the lesser
of --

                         (A)  the product of 1.25 multiplied by
the dollar limitation in effect under Code Section 415(b)(1)(A);

                         (B)  the product of 1.4 multiplied by
the amount which may be taken into account under Code Section
415(b)(1)(B) with respect to such individual under the defined
benefit plan for such year.

               (c)  For purposes of this Section 6.3, the
Defined Contribution Plan Fraction for any Limitation Year is a
fraction

                    (i)  the numerator of which is the sum of
the Annual Additions to the Participant's accounts under all
defined contribution plans of the Employer as of the close of
such year; and

                    (ii)  the denominator of which is the sum of
the lesser of the following amounts determined for such year and
for each prior Year of Service with the Employer:

                         (A)  the product of 1.25 multiplied by
the dollar limitation in effect under Code Section 415(c)(1)(A);

                         (B)  the product of 1.4 multiplied by
the amount which may be taken into account under Code Section
415(c)(1)(B) for the Participant for such year.

          6.4  Definitions.  The following definitions apply
solely for purposes of this Article 6.

               (a)  Annual Additions means the sum of the
following amounts credited to a Participant's Account for the
Limitation Year:

                    (i)  employer contributions

                    (ii)  employee contributions

                    (iii)  forfeitures

                    (iv)  amounts allocated to an individual
medical account (as defined in Code Section 415(l)(2)) which is
part of a pension or annuity plan maintained by the Employer
which are treated as Annual Additions to a defined contribution
plan, and

                    (v)  amounts derived from contributions paid
or accrued, 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 maintained by the Employer which are treated as Annual
Additions to a defined contribution plan.

                    (vi)  Excess amounts applied to reduce
Employer contributions under Sections 6.2 or 6.1 of the Plan in
the Limitation Year will be Annual Additions for such Limitation
Year.

               (b)  Compensation means wages, salary and other
remuneration for personal services required to be reported
pursuant to Code Sections 6041(d) and 6051(a)(3) (including, for
Limitation Years beginning after December 31, 1997, any elective
deferral (as defined in Code Section 402(g)(3)) and any amount
which is contributed or deferred by the Employer at the election
of the Employee and which is not includible in the gross income
of the Employee by reason of Code Sections 125 and 457) except
that Compensation will be determined without regard to any rules
under Code Section 3401(a) that limit remuneration based upon
the nature or location of the services performed.

               (c)  Employer means the Company and all members
of a controlled group of corporations (as defined in Code
Section 414(b) and modified by Code Section 415(h)) all commonly
controlled trades or businesses (as defined in Code
Section 414(c) as modified by Code Section 415(h)), any
affiliated service group (as defined in Code Section 414(m)) of
which the Company is a part, and any other entity required to be
aggregated with the Employer pursuant to regulations under Code
Section 414(o).

               (d)  Limitation Year means the calendar year.

               (e)  Maximum Permissible Amount means the Maximum
Annual Additions that may be contributed or allocated to a
Participant's Account for any Limitation Year.  Such amount
shall not exceed the lesser of:

                    (i)  $30,000, as adjusted under Code
Section 415(d) (or if greater, 1/4 of the dollar limitation in
effect under Code Section 415(b)(1)(A)), or

                    (ii)  25 percent of the Participant's
Compensation for the Limitation Year.

          The Maximum Permissible Amount shall be pro-rated in
the case of any Limitation Year of less than 12 months created
by the changing of the Limitation Year.

          If no more than one-third of Company contributions to
the Plan for a Plan Year which are deductible under Code Section
404(a)(9) are allocated to the Accounts of Participants who are
Highly Compensated Employees, there shall be excluded in
determining the Maximum Permissible Amount of each Participant
for such Plan Year (A) the contributions applied to the payment
of interest on an Exempt Loan; and (B) any forfeitures of
Company contributions if the forfeited contributions were
Company Stock acquired with the proceeds of an Exempt Loan.



                            ARTICLE 7

                    INVESTMENT OF TRUST ASSETS

          7.1  Trust.

               (a)  All assets of the Plan shall be held in the
Trust.  To the extent the Trustee deems practical, the Trustee
shall use all available cash, as directed by the Administrative
Committee, to purchase Company Stock in open market
transactions, from other stockholders or to buy newly issued
Company Stock from the Company.  If the purchase is from the
Company or a Disqualified Person, such purchase shall be for
adequate consideration and no commission is to be charged with
respect to the purchase.  If no such stock is available for
purchase, or if the Trustee determines that the purchase of such
additional stock is not practical, the Trustee shall invest in
other securities or property, real or personal, consistent with
the requirements of Title I of ERISA.  These other securities,
property and cash shall be held by the Trustee in the Investment
Fund.  The Investment Fund income shall be allocated as of each
Valuation Date to Participant's Investment Accounts in
proportion to the balance in these accounts at the beginning of
the year.

               (b)  For purposes of this Article 7, Article 9,
Article 10 and Article 17, the term "Disqualified Person" means
a person defined in Code Section 4975(e), including but not
limited to (i) a fiduciary of the Plan; (ii) a person providing
services to the Plan; (iii) an owner of 50% or more of the
combined voting power or value of all classes of stock of the
Company entitled to vote or the total value of shares of all
classes of stock of the Company and certain members of such
owner's family; or (iv) an officer, director, 10% or greater
shareholder or highly compensated employee (who earns 10% or
more of the yearly wages) of the Company.



                            ARTICLE 8

                     COMPANY STOCK APPRAISAL

            The fair market value of Company Stock shall be
determined, on any relevant day, as follows:  (a) if such stock
is then traded in the over-the-counter market, the closing sale
price (as reported in the National Market System by NASDAQ with
respect to such stock) for the most recent date (including such
relevant day) during which a trade in such stock has occurred,
or (b) if such stock is then traded on a national securities
exchange, the closing sale price for the most recent date
(including such relevant date) during which a trade in such
stock has occurred.  In accordance with the provisions of Code
Section 401(a)(28)(C), if Company stock is not actively traded
in the over-the-counter market, or on a national securities
exchange, a valuation of Company stock required to be made under
this Plan shall be made by an independent appraiser who
satisfies requirements similar to those contained in regulations
issued under Code Section 170(a)(1).



                            ARTICLE 9

                          DISTRIBUTIONS

          9.1  Termination of Employment.  In the event of the
Participant's termination of employment for any reason
(including attaining his Normal Retirement Date, attainment of
age 55 and the completion of Five Years of Service or on account
of death or Disability), a Participant shall be entitled to a
distribution of all amounts determined under Article 4 that are
credited to his Account at the times set forth in this
Article 9.

          9.2  Death.  Upon the death of a Participant, all
amounts credited to his Account shall be distributed to his
Beneficiary, determined in accordance with this Section 9.2.

               (a)  The Administrative Committee may require
such proof of death and such other evidence of the right of any
person to receive payment of the Account of a deceased
Participant as the Administrative Committee deems necessary.
The Administrative Committee's determination of death and of the
right of any person to receive payment shall be conclusive and
binding on all parties.

               (b)  The Beneficiary upon the death of a
Participant shall be his spouse; provided, however, that the
Participant may designate, on a form provided by the
Administrative Committee for such purpose, a Beneficiary other
than his spouse, if:

                    (i)  the spouse has waived the right to be
the Participant's Beneficiary in the manner set forth in
subsection (c) of this Section 9.2; or

                    (ii)  the Participant has established to the
satisfaction of the Administrative Committee that he has no
spouse or that his spouse cannot be located.

               (c)  Any consent by a Participant's spouse to
waive a death benefit must be filed with the Administrative
Committee in writing, in a manner, and on a form provided by the
Committee for such purpose.  The spouse's consent must
acknowledge the effect of the consent and must be witnessed by a
notary public.  The designation of a Beneficiary other than
spouse made by a married Participant must be consented to by his
spouse and may be revoked by the Participant in writing without
the consent of the spouse.  Any new beneficiary designation must
comply with the requirements of this subsection (c).  A former
spouse's waiver shall not be binding on a new spouse.

               (d)  In the event the designated Beneficiary
fails to survive the Participant, or if such designation shall
be ineffective for any reason, the Participant's Account shall
be paid in the following order of priority:  first to the
Participant's surviving spouse, if any; second, if there is no
surviving spouse, to the Participant's surviving children, if
any, in equal shares; third, if there is neither a surviving
spouse nor surviving children, to the legal representatives of
the estate of the Participant.

          9.3  Time of Payment.

               (a)  The distribution of a Participant's Account
shall begin as soon as administratively feasible, but not later
than 60 days after the end of the Plan Year, in which his date
of termination of employment occurred.

               (b)  The distribution of the Participant's
Account balance will be in one lump sum.

          9.4  Form of Payment.  Distributions of a
Participant's Account balance under this Article 9 shall be made
in Company Stock unless the distributee elects cash.

          Such distributions shall be the fair market value of
each share multiplied by the number of shares credited to the
Participant's Account, with appropriate adjustments to reflect
intervening stock dividends, stock splits, stock redemptions, or
similar changes to the number of outstanding shares.  The fair
market value of a share shall be determined as of the Valuation
Date immediately preceding the date the distribution is made or,
in the case of a transaction between the Plan and a Disqualified
Person, determined as of the date of the transaction.

          9.5  Direct Rollover.

               (a)  Notwithstanding any provision of the Plan to
the contrary that would otherwise limit a distributee's election
under this Article 9, 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.

          For purposes of this Section 9.5, the following
definitions apply:

               "Eligible rollover distribution".  An eligible
rollover distribution is any distribution of all or any portion
of the balance to the credit of the distributee, except that an
eligible rollover distribution does not include:  any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the distributee or the joint
lives (or joint life expectancies) of the distributee and the
distributee's designated Beneficiary, or for a specified period
of ten years or more, or any distribution to the extent such
distribution is required under Code Section 401(a)(9); or 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).

               "Eligible retirement plan".  An eligible
retirement plan is 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.

               "Distributee".  A distributee includes 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 respect to the interest of
the spouse or former spouse.

               "Direct rollover".  A direct rollover is a
payment by the plan to the eligible retirement plan specified by
the distributee.

          9.6  Diversification Election.  Notwithstanding any
provision of this Article to the contrary, effective for Plan
Years commencing on or after ________________________, a
Participant who has attained age 55 and completed at least ten
years of participation in this Plan may elect in writing, on a
form provided by the Administrative Committee for such purpose,
within ninety days after the close of each Plan Year during the
Qualified Election Period, to direct the investment of a portion
of his interest in the Company Stock Account not in excess of
25 percent of such interest, less amounts subject to all prior
elections under this Section 9.6 as a transfer to the applicable
defined contribution plan which permits Participants to make
investment elections.  Upon a Participant's election to
diversify a portion of his interest in the Company Stock
Account, Company Stock in an amount equal to the portion so
elected, valued as of the Valuation Date concurrent with or
immediately preceding the date of such election will be
transferred to the defined contribution plan which permits
Participants to make investment elections.  A participant may
then make investment elections among the several funds.
Starting from the sixth Plan Year during the Qualified Election
Period of a Participant, 50 percent shall be substituted for 25
percent in the preceding sentence.

          For purposes of this Section 9.6, "Qualified Election
Period" means, with respect to a Participant, the period
beginning with the later of (a) the Plan Year in which the
Participant attains age 55 or (b) the Plan Year in which the
Participant completes at least ten years of participation in the
Plan and ending with the year in which the Participant
terminates his employment for any reason.

          9.7  Election to Retain Interests in Plan.  No
distribution shall be made to a Participant before his Normal
Retirement Date unless (a) the Participant's prior written
consent to the distribution has been obtained by the
Administrative Committee, or (b) the value of the Participant's
Account does not exceed, or at the time of any prior
distribution in Plan Years beginning before August 6, 1987,
exceeded $3,500.  For Plan Years beginning after August 5, 1997,
the amount of $3,500 is increased to $5,000 determined as of the
date of the event giving rise to the distribution.

          9.8  Mandatory Distributions.

               (a)  Subject to the provisions of Section 9.3 of
the Plan, unless a Participant otherwise elects in writing,
payment of benefits under this Plan shall commence not later
than sixty days after the close of the Plan Year in which the
latest of the following dates occur:

                    (i)  the date on which the Participant
attains age 65;

                    (ii)  the 10th anniversary of the date on
which the Participant commenced participation in the Plan; or

                    (iii)  the date the Participant terminates
employment with the Company.

                    (iv)  Any provision of this Plan to the
contrary notwithstanding, all amounts credited to a
Participant's Account shall commence to be distributed not later
than the April 1 of the calendar year following the calendar
year in which the Participant attains age 70-1/2, or retires
(except that benefit distributions to a 5 percent owner must
commence by the April 1 of the calendar year following the
calendar year in which the Participant attains age 70-1/2).  Any
Participant attaining age 70-1/2 in years after 1995 may elect
by April 1 of the calendar year following the year in which the
Participant attained age 70-1/2 (or by December 31, 1997 in the
case of a Participant attaining 70-1/2 in 1996) to defer
distribution until the calendar year following the calendar year
in which the Participant retires.  If no such election is made
by the Participant, the Participant will begin receiving
distributions by the April 1 of the calendar year following the
calendar year in which the Participant attained age 70-1/2 (or
by December 31, 1997 in the case of a Participant attaining
age 70-1/2 in 1996).  Any subsequent distributions for other
distribution calendar years, including the minimum distribution
for the distribution calendar year in which the Participant's
initial minimum distribution on April 1 occurs, will be made in
a lump-sum on or before December 31 of that distribution
calendar year.  All such distributions shall be made in
accordance with the rules set forth in Code Section 401(a)(9),
including the minimum distribution incidental benefit
requirements of Treasury Regulations Section 1.401(a)(9)-2.  A
Participant is treated as a 5-percent owner for purposes of this
Section is such Participant is a 5-percent owner as defined in
Code Section 416 at any time during the Plan Year ending with or
within the calendar year in which such individual attains
age 70-1/2.  Once distributions have begun to a 5-percent owner
under this Section, they must continue to be distributed, even
if the Participant ceases to be a 5-percent owner in a
subsequent year.

                    (v)  In the event the Participant dies after
distributions have commenced under this Article 9 but before his
entire Account is distributed, the remaining portion of his
Account shall be distributed at least as rapidly as under the
method of distribution being used as of the date of his death.

                    (vi)  In the event the Participant dies
before distributions under this Article 9 have commenced, then,
unless the Beneficiary of the Participant is his spouse or a
designated Beneficiary, the entire balance in the Account of the
Participant shall be distributed on or before the December 31 of
the calendar year in which occurs the fifth anniversary of the
death of such Participant.

                    The preceding paragraph shall not apply if
either condition of (A) or (B) as set forth below are satisfied:

                         (A)  If the Participant's designated
Beneficiary is the surviving spouse of such Participant or
former Participant, such distribution shall not be required to
begin prior to the date on which the Participant or former
Participant would have attained age 70-1/2, and at such time may
be distributed over the life expectancy of such spouse (if the
surviving spouse dies prior to commencement of distributions to
such spouse, then this subsection (A) shall be applied as if the
surviving spouse were the Participant or former Participant);

                         (B)  If the Participant or former
Participant's distribution, or any portion thereof, is payable
to a designated Beneficiary, such distribution or portion
thereof may be distributed in accordance with regulations over
the life of such designated Beneficiary (or over, a period not
extending beyond the life expectancy of such designated
Beneficiary) if such distribution or portion thereof begins not
later than one year following the Participant or former
Participant's death or such later date as may be prescribed by
regulations.  For purposes of subsections (A) and (B), life
expectancy shall be calculated in accordance with the provisions
of Code Section 72.  Life expectancy of a surviving spouse may
be calculated annually, however.  In the case of any other
designated Beneficiary, life expectancy must be calculated at
the time payment first commences.

          Any amount payable to a child pursuant to the death of
a Participant or former Participant shall be treated as if it
were payable to the Participant's or former Participant's
surviving spouse if such amount would become payable to the
surviving spouse upon such child reaching majority (or other
designated event permitted by regulations).

          Any distribution required under the incidental death
benefit requirements of Code Section 401(a)(9) shall be treated
as a distribution required under this Section of 9.8.

          9.9  Dividend Distributions.

               (a)  Any cash dividends on Company Stock acquired
with the proceeds of an Exempt Loan and held in Suspense Account
shall be applied first to repay the principal and, at the
Committee's discretion, the interest, of the Exempt Loan.  In
addition, if any cash dividends on shares of such Company Stock
allocated to Participant's Accounts are used to pay the
principal and/or the interest of the Exempt Loan at the
Committee's discretion, Company Stock with a fair market value
not less than the amount of the dividends so used must be
allocated to the Participants' Accounts to which such cash
dividends would have been allocated.

               (b)  After the payment of the principal and the
interest of the Exempt Loan, any remaining cash dividends on
Company Stock may be used to purchase Company Stock or allocated
to Accounts of Participants to subsection (c) below.

               (c)  In the case of any cash dividends on Company
Stock that are allocable to the Accounts of Participants with
respect to vested shares, they may be paid currently (or within
ninety days after the end of the Plan Year in which the
dividends are paid to the Trust) as cash, or the Company may pay
such dividends directly to the Participants' Accounts as the
Administrative Committee may determine.

          9.10  Right of First Refusal.  In the event a
Participant (or former Participant) or his Beneficiary desires
to sell to a third person Company Stock he received as a
distribution from the Plan, the Participant must first offer the
Company, then the Plan, the right to purchase his Company Stock
at a price and on such terms not less favorable to the
Participant than the greater of (a) the price established by a
bona fide offer or (b) the fair market value of the Company
Stock using the value determined as of the most recent Valuation
Date.  The right of the Company and the Plan to purchase such
stock shall lapse on the 14th day after the Participant or
former Participant or Beneficiary gives written notice to the
Company or the Plan of the fact that he has received an offer
from a third party to purchase his Company Stock and of the
price and other terms of such offer.

          9.11  Prohibited Company Stock Transactions.

               (a) No portion of the assets of the Plan
attributable to (or allocable in lieu of) Company Stock acquired
by the Plan in a sale to which Code Section 1042 applies may be
allocated to the Account of (i) any Qualifying Selling
Shareholder during the Nonallocation Period, or (ii) any other
person who owns more than 25 percent of (A) any class of
outstanding stock of the Company or any of its Affiliates, or
(B) the total value of any class of outstanding stock of the
Company or any of its Affiliates.  For purposes of this Section,
the definition of "Affiliate" under Section 2.3 of the Plan
shall be modified in accordance with Code Section 409(l)(4).

               (b)  For purposes of this Section 9.11, the
following initially capitalized words shall carry the following
meanings:

                    (i)  "Qualifying Selling Shareholder" means
any shareholder of Company Stock who makes an election under
Code Section 1042(a) with respect to Company Stock, or any
individual who is related to (within the meaning of Code
Section 267(b)) the shareholder of Company Stock as defined
above.  The term shall not include any lineal descendant of such
shareholder or if the aggregate amount allocated to the benefit
of all such lineal descendants during the Nonallocation Period
does not exceed more than 5 percent of Company Stock (or amounts
allocated in lieu thereof) held by the Plan which are
attributable to a sale to the Plan by any person related to such
descendants (within the meaning of Code Section 267(c)(4)) in a
transaction to which Code Section 1042 applied.

                    (ii)  "Nonallocation Period" means the
period beginning on the date of the sale of Company Stock and
ending on the later of the date which is 10 years after the date
of the sale, or the date of the Plan allocation attributable to
the final payment of acquisition indebtedness incurred in
connection with such sale.



                           ARTICLE 10

                   RIGHT TO SELL COMPANY STOCK

          10.1  Put Requirements.

               (a)  In the event Company Stock is distributed
and is not publicly traded in the over-the-counter market or on
a national securities exchange at the time of distribution, the
Participant, former Participant, or Beneficiary may have an
option (the "Put") to require the Company to purchase all of the
shares actually distributed to him.  The Put may be exercised at
any time during the Option Period (as defined in subsection (f)
below) by giving the Administrative Committee and the Company
written notice of the election to exercise the Put.  The Put may
be exercised by a former Participant or a Beneficiary only
during the Option Period with respect to which the former
Participant or Beneficiary receives a distribution of Company
Stock.

                    (i)  The price paid for Company Stock sold
to the Plan or the Company pursuant to the Put shall be the fair
market value of each share multiplied by the number of shares to
be sold under the Put, with appropriate adjustments to reflect
intervening stock dividends, stock splits, stock redemptions, or
similar changes to the number of outstanding shares.  The fair
market value of a share shall be determined (A) as of the
Valuation Date immediately preceding the date the Put is
exercised, or (B) in the case of a transaction between the Plan
and a Disqualified Person, determined as of the date of the
transaction.

                    (ii)  If the distribution of Company Stock
to a former Participant or Beneficiary constituted a
distribution within one taxable year of the balance of his
Account, the Company reserves the right to establish guidelines
to be exercised in a uniform and nondiscriminatory manner, to
make payment for the shares subject to the Put on an installment
basis in substantially equal annual, quarterly or monthly
payments over a period not to exceed five years, such period
beginning no later than thirty days after exercise of the Put.
The Company shall pay reasonable interest at least annually on
the unpaid balance of the price and shall provide to the former
Participant or Beneficiary adequate security with respect to the
unpaid balance.  If the distribution was part of an installment
distribution, the Company shall pay the Participant in cash
within thirty days after exercise of the Put.

               (b)  The Put shall not be assignable, except that
the Participant's or former Participant's legal representative
(in the event of a Participant's incapacity) or, in the event of
a Participant's or former Participant's death, his Beneficiary
shall be entitled to exercise the Put during the Option Period
for which it is applicable.

               (c)  The Trustee (on behalf of the Plan) in its
discretion, may assume the Company's obligations under this
Section at the time a Participant, former Participant, or
Beneficiary exercises the Put, with the Company's consent.  If
the Trustee assumes the Company's obligations, the provisions of
this Section that apply to the Company shall also apply to the
Trustee.

               (d)  The Administrative Committee shall notify
each Participant, former Participant, and Beneficiary who is
eligible to exercise the Put of the fair market value of each
share of Company Stock as soon as practicable following its
determination.  The Administrative Committee shall send all
notices required under this Section to the last known address of
a Participant, former Participant, or Beneficiary, and it shall
be the duty of those persons to inform the Administrative
Committee of any changes in address.

               (e)  For purposes of this Section, the "Option
Period" is the period of sixty days following the day on which a
Participant, former Participant, or Beneficiary receives a
distribution.  If such person does not exercise the Put during
that sixty-day period, the Option Period shall also be the
sixty-day period beginning on the first anniversary of the day
on which he received a distribution.  Notwithstanding the
preceding sentences, when Company Stock is acquired with the
proceeds of an Exempt Loan, the "Option Period" shall be the
fifteen (15) month period beginning on the date such Company
Stock is distributed to a Participant (or his Beneficiary).
Such 15-month period shall be extended by a period equal to the
number of days, if any, during which the Company is precluded
from honoring the put option by reason of applicable federal or
state law.



                           ARTICLE 11

                VOTING AND TENDER OF COMPANY STOCK

          11.1  Voting.

               (a)  All shares of Company Stock held in the
Trust shall be voted by the Trustee.

               (b)  Each Participant and Beneficiary shall be
entitled to direct the Trustee as to the manner in which Company
Stock allocated to his Account is to be voted on any and all
matters which may be presented to the shareholders of Company
Stock.

               (c)  With respect to (i) allocated Company Stock
as to which no direction is received, (ii) unallocated shares of
Company Stock in the Suspense Account and (iii) allocated shares
of Company Stock that are not subject to voting right pass
through requirement under Code Section 409(e), the Trustee shall
vote such shares in proportion to the response received from
Participants and Beneficiaries for allocated shares under (b)
above.  In exercising such discretion, the Trustee shall comply
with its fiduciary duties as required by ERISA.

          11.2  Tender.

               (a)  The Trustee shall not sell, alienate,
encumber, pledge, transfer or otherwise dispose of any Company
Stock; except (i) as specifically provided for in the Plan or a
Trust Agreement, or (ii) in the case of a "tender or exchange
offer", as set forth in subsection (b) of this Section 11.2.

          For purposes of this Article 11, the term "tender or
exchange offer" shall mean:  (A) any offer for, or request for
or invitation for tenders or exchanges of, or offers to purchase
or acquire any shares of Company Stock that is directed
generally to shareholders of the Company, or (B) any transaction
involving Company Stock which may be defined as a "tender offer"
under proposed or final rules or regulations promulgated by the
Securities and Exchange Commission.

                    (i)  In the event of a tender or exchange
offer, each Participant or, if the Participant is not alive, his
Beneficiary, shall have the right to determine confidentially
whether to tender or exchange any whole and fractional shares of
Company Stock allocated to his Account and shall be entitled to
instruct the Trustee as to the tender of such shares.  Upon
receipt of such instructions, the Trustee shall act with respect
to such Company Stock as instructed.  With respect to Company
Stock as to which no instruction is received and shares of
Company Stock in the Suspense Account, the Trustee shall tender
such shares in proportion to the response received from
Participants and Beneficiaries as to allocated shares of Company
Stock.  In exercising such discretion, the Trustee shall comply
with its fiduciary requirements of ERISA.

                    (ii)  All shares of Company Stock held in
the Fund and not tendered pursuant to subsection (b)(i) of this
Section 11.2, including allocated shares for which no
instructions are received, shall continue to be held by the
Trustee.

                    (iii)  Any shares of Company Stock not
tendered by a Participant or Beneficiary pursuant to
subsection (b)(i) of this Section 11.2 shall continue to be held
by the Trustee in such Participant's or Beneficiary's Account.
The Account of each Participant or Beneficiary tendering shares
of Company Stock pursuant to subsection (b)(i) of this
Section 11.2 shall be credited with the cash received by the
Trustee in exchange for the shares tendered from such
Participant's or Beneficiary's Account.

          11.3  Fiduciary Responsibilities.  Each Participant
shall be a "named fiduciary," within the meaning of ERISA
Section 402(a), with respect to the voting and tender of Company
Stock pursuant to Sections 11.1 and 11.2 of the Plan.

          11.4  Procedures for Voting and Tender.

               (a)  The Administrative Committee shall establish
and maintain procedures by which Participants and Beneficiaries
shall be (i) timely notified of their right to direct the voting
and tender of Company Stock allocated to their Accounts and the
manner in which any such directions are to be conveyed to the
Trustee, and (ii) given information relevant to making such
decisions.  No directions shall be honored by the Trustee unless
timely and properly conveyed in accordance with such procedures.

               (b)  Voting instructions received from
Participants and Beneficiaries shall be held in confidence by
the Trustee or its delegate for this purpose and shall not be
divulged to the Company or to any officer or employee of the
Company or to any other person.



                           ARTICLE 12

                         ADMINISTRATION

          12.1  Fiduciary Responsibilities.  A fiduciary shall
have only those specific powers, duties, responsibilities and
obligations as are specifically given him under the Plan or the
Trust.  The Company shall have sole responsibility to make the
contributions provided for under the Plan and, by action of the
Board of Directors, to amend or terminate, in whole or in part,
the Plan or the Trust.  The Board of Directors shall have sole
responsibility to appoint and remove members of the
Administrative Committee and the Trustees of the Plan.  The
Administrative Committee shall have sole responsibility for the
general administration of this Plan and for the investment
policies of the Plan, for the selection of the Plan's investment
funds pursuant to the Plan, and for the appointment and removal
of any Investment Manager.  Subject to the provisions of the
Plan and the Trust Agreement, the Trustee shall have sole
responsibility for the administration of the Trust and the
management of the assets held in the Trust, as set forth in the
Plan and the Trust.  It is intended that each fiduciary shall be
responsible for the proper exercise of his own powers, duties,
responsibilities, and obligations and, except as otherwise
provided by law, shall not be responsible for any act or failure
to act by another fiduciary.  A fiduciary may serve in more than
one fiduciary capacity with respect to the Plan.  A fiduciary of
the Plan who is also an Employee shall not be compensated in his
capacity as fiduciary.

          12.2  The Administrative Committee.  Any member of the
Administrative Committee may resign with sixty (60) days advance
written notice to the Board of Directors.  The Administrative
Committee shall select a Chairman and a Secretary to keep
records or to assist it in the discharge of its
responsibilities.  The Administrative Committee shall have such
duties and powers as are necessary to discharge its
responsibilities under the Plan, including, but not limited to,
the following:

               (a)  To require any person to furnish such
information as it requests for the purpose of the proper
administration of the Plan;

               (b)  To make and enforce such rules and
regulations and prescribe the use of such forms as it deems
necessary for the efficient administration of the Plan;

               (c)  To construe and interpret the Plan,
including the right to determine eligibility for participation,
eligibility for payment, the amount of benefits payable, the
timing of distributions and all other issues arising under the
Plan as well as the right to remedy possible ambiguities,
inconsistencies or omissions; provided, however, that all such
interpretations and decisions shall be applied in a uniform
manner to all similarly situated Participants and Beneficiaries;

               (d)  To employ and rely upon such advisors
(including attorneys, independent public accountants, investment
advisors and enrolled actuaries) as it deems appropriate or
helpful in connection with the operation and administration of
the Plan;

               (e)  To maintain complete records of the
administration of the Plan;

               (f)  To prepare and file with the appropriate
governmental agencies such reports as required from time to time
with respect to the Plan under ERISA, the Code, or other laws
and regulations governing the administration of the Plan;

               (g)  To furnish or disclose to Participants,
Employees who may become Participants, and Beneficiaries
information about the Plan and statements of accrued benefits
under the Plan, in accordance with ERISA, the Code, or other
laws and regulations governing the administration of the Plan;

               (h)  To delegate to one or more members of the
Administrative Committee, or to persons other than
Administrative Committee members, any authority, duty or
responsibility pertaining to the administration or operation of
the Plan; provided, however, that each such delegation shall be
made by a written instrument authorized by the Administrative
Committee and maintained with the records of the Plan.  If any
person other than an Employee is so designated, such person must
acknowledge in writing his acceptance of the duties and
responsibilities delegated to him.  All such instruments and
acknowledgments shall be considered a part of the Plan;

               (i)  To determine, pursuant to procedures adopted
by it, whether a state domestic relations order served upon the
Plan is a "qualified domestic relations order" (as defined in
Code Section 414(p)); to place in escrow any benefits payable in
the period during which the Administrative Committee determines
the status of an order; and to take any necessary action to
administer distributions under the terms of a "qualified
domestic relations order";

               (j)  To discharge any responsibilities which are
allocated to the Administrative Committee elsewhere in this
Plan.

            All decisions and interpretations of the
Administrative Committee shall be binding and shall be entitled
to the maximum deference permitted under the law.

          12.3  Plan Expenses.  The Company shall pay all
expenses authorized and incurred by the Administrative
Committee, except to the extent such expenses are paid from
assets of the Trust.

          12.4  Meetings and Voting.  The Administrative
Committee shall act by a majority vote of its respective members
at a meeting or, by written consent of a majority of its
members, without a meeting.  The Administrative Committee shall
hold meetings, as deemed necessary by them, although any member
may call a special meeting of his committee by giving reasonable
notice to the other members.  The Secretary of the
Administrative Committee shall have authority to give certified
notice in writing of any action taken by his committee.

          12.5  Compensation.  The members of the Administrative
Committee, if Employees, shall serve without compensation.

          12.6  Claims Procedures.

               (a)  Any Participant or Beneficiary ("Claimant")
may file a written claim for a benefit under the Plan with the
Administrative Committee or with a person named by the
Administrative Committee to receive such claims;

               (b)  In the event of a denial or limitation of
any benefit or payment due or requested by any Claimant, such
Claimant shall be given a written notification containing
specific reasons for the denial or limitation of his benefit.
The written notification shall contain specific reference to the
pertinent Plan provisions on which the denial or limitation is
based.  In addition, it shall contain a description of any
additional material or information necessary for the Claimant to
perfect a claim and an explanation of why such material or
information is necessary.  Further, the notification shall
provide appropriate information as to the steps to be taken if
the Claimant wishes to submit his claim for review.  This
written notification shall be given to a Claimant within ninety
days after receipt of his claim by the Administrative Committee
(or its delegatee to receive such claims), unless special
circumstances require an extension of time for processing the
claim.  If such an extension of time is required, written notice
of the extension shall be furnished to the Claimant prior to the
termination of the ninety-day period and such notice shall
indicate the special circumstances which make the postponement
appropriate;

               (c)  In the event of a denial or limitation of
benefits, the Claimant or his duly authorized representative
shall be permitted to review pertinent documents and to submit
issues and comments in writing to the Administrative Committee.
In addition, the Claimant or his duly authorized representative
may make a written request for a full and fair review of his
claim and its denial by the Administrative Committee; provided,
however, that such written request must be received by the
Administrative Committee (or its delegatee to receive such
requests) within sixty days after receipt by the Claimant of
written notification of the denial or limitation.  The sixty-day
requirement may be waived by the Administrative Committee in
appropriate cases; and

                    (i)  A decision shall be rendered by the
Administrative Committee within sixty days after the receipt of
the request for review; provided, however, that where special
circumstances require an extension of time for processing the
decision, it may be postponed, on written notice to the Claimant
(prior to the expiration of the initial sixty-day period) for an
additional sixty days, but in no event shall the decision be
rendered more than one hundred and twenty days after the receipt
of such request for review.

                    (ii)  Notwithstanding subsection (d)(i) of
this Section 12.6, if the Administrative Committee holds
regularly scheduled meetings at least quarterly to review such
appeals, a Claimant's request for review shall be acted upon at
the meeting immediately following the receipt of the Claimant's
request unless such request is filed within thirty days
preceding such meeting.  In such instance, the decision shall be
made no later than the date of the second meeting following the
receipt of such request by the Administrative Committee (or its
delegatee to receive such requests).  If special circumstances
require a further extension of time for processing a request, a
decision shall be rendered not later than the third meeting of
the Administrative Committee following the receipt of such
request for review, and written notice of the extension shall be
furnished to the Claimant prior to the commencement of the
extension.

                    (iii)  Any decision by the Administrative
Committee shall be furnished to the Claimant in writing and in a
manner calculated to be understood by the Claimant and shall set
forth the specific reason(s) for the decision and the specific
Plan provision(s) on which the decision is based.

          12.7  Liabilities.  The Administrative Committee, each
member or former member of such Committee, and each person to
whom duties and responsibilities have been delegated under the
Plan shall be indemnified and held harmless by the Company, to
the fullest extent permitted by ERISA, other applicable laws,
and the charter and By-laws of the Company.



                           ARTICLE 13

                           AMENDMENTS

          13.1  Right to Amend.  Except as otherwise set forth
in this Article 13 or as may be required by law, the Board of
Directors reserves the right to amend the Plan at any time and
in any manner, without prior notification, consultation, or
bargaining with any Employee or representative of Employees by
written resolution of the Board of Directors adopted at a duly
convened meeting of the Board of Directors in accordance with
the By-Laws of the Company and the laws of the Commonwealth of
Pennsylvania.  To the extent required by the Code or ERISA, no
amendment to the Plan shall decrease a Participant's benefit or
eliminate an optional form of distribution.  No amendment shall
make it possible for any assets of the Plan to be used for or
diverted to any purposes other than for the exclusive benefit of
Participants and Beneficiaries.

          13.2  Amendment by Administrative Committee.  The
Administrative Committee may adopt any ministerial and
nonsubstantive amendment it deems necessary or appropriate to
(a) facilitate the administration, management and interpretation
of the Plan, (b) conform the Plan to current practice, or
(c) cause the Plan and its related Trust to qualify under Code
Sections 401(a)(1), 501(a) and 4975(e)(7) or to comply with
ERISA or any other applicable laws; provided that such amendment
does not have any material effect on the estimated cost to the
Company of maintaining the Plan.

          13.3  Plan Merger and Asset Transfers.  No assets of
the Trust shall be merged or consolidated with, nor shall any
assets or liabilities be transferred to any other plan, unless
the benefits payable to each Participant or Beneficiary, if this
Plan were terminated immediately after such action, would be
equal to or greater than the benefits such individuals would
have been entitled to receive if this Plan had been terminated
immediately before such action.



                           ARTICLE 14

                           TERMINATION

          14.1  Right to Terminate.  While the Company intends
the Plan to be permanent, the Board of Directors reserves the
right to terminate the Plan at any time, without prior
notification, consultation, or bargaining with any Employee or
representative of Employees by written resolution of the Board
of Directors adopted at a duly convened meeting of the Board of
Directors in accordance with the By-laws of the Company and the
laws of the Commonwealth of Pennsylvania.

          14.2  Effect of Termination.  If the Plan is
terminated, contributions shall cease, and the assets remaining
in the Trust, after payment of any expenses, including expenses
of administration or liquidation, shall be retained in the Trust
for distribution in accordance with the terms of the Plan.  Upon
termination (including a partial termination), or upon the
complete discontinuance of contributions by the Company, all
Participants shall be 100 percent vested in their Accounts.



                           ARTICLE 15

                          MISCELLANEOUS

          15.1  Non-alienation of Benefits.  Except to the
extent set forth in a "qualified domestic relations order" (as
defined in Code Section 414(p)), or as otherwise permitted or
required by law, no distribution or payment under this Plan to
any Participant or Beneficiary, or assets held in the Trust or
Plan, shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or
charge, whether voluntary or involuntary, and any attempt to so
anticipate, alienate, sell, transfer, assign, pledge, encumber
or charge shall be void.  Nor shall any such distribution or
payment be subject to the debts, contracts, liabilities,
engagements or torts of any person entitled to such distribution
or payment.

          15.2  Appointment of Guardian.  Where it is
established to the satisfaction of the Administrative Committee
that a guardian has been duly appointed on behalf of a person
entitled to a distribution under the Plan, the Administrative
Committee may cause payment to be made to the guardian for the
benefit of the entitled person.  The Administrative Committee
shall have no responsibility with respect to the application of
amounts so paid.

          15.3  Satisfaction of Benefit Claims.  The assets of
the Trust shall be the sole source of benefits under this Plan,
and each Participant or any other person who shall claim the
right to any payment or benefit under this Plan shall be
entitled to look only to the Trust for such payment or benefit,
and shall not have any right, claim or demand against the
Company or any officer or director of the Company.  Such
Participant or person shall not have a right to or interest in
any assets of the Trust, except as provided from time to time
under this Plan.

          15.4  Controlling Law.  The provisions of the Plan
shall be construed, administered and enforced under the laws of
the United States and the Commonwealth of Pennsylvania.

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

          15.6  Severability and Construction of the Plan.

               (a)  If any provision of the Plan or the
application of it to any circumstance(s) or person(s) is
invalid, the remainder of the Plan and the application of such
provision to other circumstances or persons shall not be
affected thereby.

               (b)  Unless the context otherwise indicates, the
masculine wherever used shall include the feminine and neuter;
the singular shall include the plural; and words such as
"herein", "hereof," "hereby," "hereunder" and words of similar
import shall refer to the Plan as a whole and not any particular
part of it.

          15.7  No Requirement of Profits.  Contributions may be
made to the Plan without regard to current or accumulated
profits of the Company.

          15.8  All Risk on Participants and Beneficiaries.
Each Participant and Beneficiary shall assume all risk in
connection with any decrease in the value of the assets of the
Trust and the Participants' and Beneficiaries' Accounts.

          15.9  Special Rules.  The following special rules
apply to the applicable provisions of the Plan.

               (a)  ________________________.  Pursuant to the
provisions of an agreement dated as of ________________________
between ________________________________________________ and
________________________________________________, became a
corporation controlled by the Company.  For purposes of
eligibility to participate in the Plan under Article 3, and
vesting under Article 4, employees of ________________________
shall be treated as if they were newly hired employees.



                           ARTICLE 16

                       TOP-HEAVY PROVISIONS

          16.1  Determination of Top-Heavy Status.

               (a)  Any provision of this Plan to the contrary
notwithstanding, for any Plan Year commencing after December 31,
1983, in which the Plan is a Top-Heavy Plan or a Super Top-Heavy
Plan, the provisions of this Article shall apply.  The
provisions of this Article shall have effect only to the extent
required under Code Section 416.  This Plan shall be deemed a
Top-Heavy Plan only with respect to any Plan Year in which, as
of the Determination Date, the aggregate of the Accounts of Key
Employees under the Plan exceeds 60 percent of the aggregate of
the Accounts of all Employees under the Plan.

               (b)  If the Plan is not included in a Required
Aggregation Group with other plans, then it shall be Top-Heavy
only if (i) when considered by itself it is a Top-Heavy Plan and
(ii) it is not included in a Permissive Aggregation Group that
is not a Top-Heavy Group.

               (c)  If the Plan is included in a Required
Aggregation Group with other plans, it shall be Top-Heavy only
if the Required Aggregation Group, including any permissively
aggregated plans, is Top-Heavy.

          16.2  Super Top-Heavy Plan.  This Plan shall be a
Super Top-Heavy Plan if it would be a Top-Heavy Plan if
90 percent were substituted for 60 percent.

          16.3  Top-Heavy Definitions.  Solely for purposes of
this Article, the following words and phrases shall have the
following meaning;

               (a)  "Aggregation Group or Top Heavy Group" means
either a Required Aggregation Group or a Permissive Aggregation
Group.

               (b)  "Determination Date" means, with respect to
any Plan Year, the last day of the preceding Plan Year or in the
case of the first Plan Year of any plan, the last day of such
Plan Year or such other date as permitted under rules issued by
the U.S. Department of the Treasury.

               (c)  "The Company" means and all members of a
controlled group of corporations (as defined in Code Section
414(b) as modified by Code Section 415(h)), all commonly
controlled trades or businesses (as defined in Code Section
414(c) as modified by Code Section 415(h)), or affiliated
service groups (as defined in Code Section 414(m)) of which the
Company is a part.

               (d)  "Key Employee" means any employee or former
employee (and the Beneficiaries of such employee) who at any a
time during the period of five years ending on the Determination
Date was an officer of the Company if such individual's annual
compensation (as defined in Treasury Regulations Section 1.415-
2(d)) exceeds 50 percent of the dollar limitation under Code
Section 415(b)(1)(A); an employee who is an owner (or person
considered an owner under Code Section 318) of one of the ten
largest interests in the Company if such individual's
compensation exceeds 100 percent of the dollar limitation under
Code Section 415(c)(1)(A); an owner of 5 percent of the Company;
or an owner of 1 percent of the Company who has annual
compensation of more than $160,000.  The determination of who is
a Key Employee will be made in accordance with Code
Section 416(i).  A Non-Key Employee means any Employee who is
not a Key Employee.

               (e)  "Permissive Aggregation Group" means a
Required Aggregation Group plus any other plans maintained and
selected by the Company; provided that all such plans when
considered together satisfy the requirements of Code Sections
401(a)(4) and 410.

               (f)  "Required Aggregation Group" means each
qualified plan of the Company in which at least one Key Employee
participates or which enables any plan in which a Key Employee
participates to meet the requirements of Code Sections 401(a)(4)
or 410.

               (g)  "Valuation Date" means, for purposes of
determining if the Plan is Top-Heavy, the most recent Valuation
Date in the period of twelve months ending on the Determination
Date.

          16.4  Top-Heavy Rules.  For any year in which a Plan
is determined to be a Top-Heavy Plan or a Super Top-Heavy Plan
the following rules shall apply:

               (a)  For each Plan Year in which the Plan is Top-
Heavy or Super Top-Heavy, minimum contributions for a
Participant who is a Non-Key Employee shall be required to be
made on behalf of each Participant who is employed by the
Company on the last day of the Plan Year.  The amount of the
minimum contribution shall be the lesser of the following
percentage of compensation:

                    (i)  3 percent, or

                    (ii)  the highest percentage at which
Contributions are made under the Plan for the Plan Year on
behalf of any Key Employee.

                         (A)  For purposes of this
paragraph (ii), all defined contribution plans included in a
Required Aggregation Group shall be treated as one plan.

                         (B)  This paragraph (ii) shall not
apply if the Plan is included in a Required Aggregation Group
and the Plan enables a defined benefit plan included in the
Required Aggregation Group to meet the requirements of Code
Sections 401(a)(4) or 410.

                         (C)  If the highest percentage at which
Contributions are made under the Plan for a top-heavy Plan Year
on behalf of Key Employees is less than 3%, the amounts
contributed as a result of a salary reduction agreement must be
included in determining Contributions made on behalf of Key
Employees.

               This subsection (a) shall not apply to the extent
a Participant other than a Key Employee is covered by any other
qualified plan(s) of the Company and the Company has provided
that the minimum contribution requirements applicable to this
Plan will be satisfied by the other plan(s).

               (b)  For any Plan Year in which the Plan is Top
Heavy or Super Top-Heavy, only the first $160,000 (or such
larger amount as may be prescribed in rules issued by the U.S.
Department of the Treasury) of a Participant's annual
compensation shall be taken into account for purposes of
determining employer contributions under this Plan.

               (c)  The contributions made to the Plan by the
Company on behalf of a Participant shall be fully vested at all
times.

               (d)  For any Plan Year in which the Plan is Super
Top-Heavy, or for any Plan Year in which the Plan is Top-Heavy
and the additional minimum contributions or benefits required
under Code Section 416(h) are not provided, the dollar
limitations in the denominator of the Defined Benefit Fraction
and Defined Contribution Fraction (as defined in Article 6 of
this Plan) shall be multiplied by 100 percent rather than
125 percent.  If the application of the provisions of this
Section 16.4 would cause any Participant to exceed 1.0 for any
Limitation Year, then the application of this Section shall be
suspended as to such Participant until such time as it no longer
exceeds 1.0.  During the period of such suspension, appropriate
adjustments to the Participant's benefits under defined benefit
plans maintained by the Employer shall be made prior to making
any adjustments to a Participant's Account under this Plan.

               (e)  The vesting schedule when the Plan is Top-
Heavy is as follows:

            Years of Service
        After the Effective Date        Vested Percentage
        0-3 Years of Service                  0%
        3 or more Years of Service          100%



                           ARTICLE 17

                          EXEMPT LOANS

          17.1  General.  The Trustee shall have the authority
and discretion to borrow money from a Disqualified Person, or
another source which is guaranteed by a Disqualified Person for
the purpose of (a) purchasing Company Stock, or (b) repaying a
prior Exempt Loan.  Any Exempt Loan shall satisfy all of the
requirements of this Article 17.

          17.2  Terms of Exempt Loan Agreements.  All Exempt
Loans shall satisfy the following requirements:

               (a)  The loan shall be primarily for the benefit
of Participants and their Beneficiaries;

               (b)  The loan shall be for a specified term and
shall bear no more than a reasonable rate of interest.

               (c)  The collateral pledged by the Trustee shall
consist only of the Company Stock purchased with the borrowed
funds, or Company Stock that was pledged as collateral in
connection with a prior Exempt Loan that was repaid with the
proceeds of the current Exempt Loan.

               (d)  Under the terms of the agreement, the lender
shall have no recourse against the Trust, or any of its assets,
except with respect to the collateral and contributions (other
than contributions of Company Stock) by the Company that are
made to satisfy its obligations under the loan agreement and
earnings attributable to such collateral and such contributions.

               (e)  The payments made on the loan during a Plan
Year shall not exceed an amount equal to the sum of such
contributions and the earnings received during or prior to the
year less such payments on the exempt loan in prior years.

               (f)  In the event of default, the value of the
assets transferred in satisfaction of the loan shall not exceed
the amount of default; moreover, if the lender is a Disqualified
Person, the loan agreement shall provide for a transfer of
assets upon default only upon and to the extent of the failure
of the Plan to meet the payment schedule of the loan.

          17.3  Prohibition on Purchase Arrangements.  Except as
hereinafter provided in this Article 17, no Company Stock
acquired with the proceeds of an Exempt Loan shall be subject to
a put, call, or other option, or buy-sell or similar arrangement
while held by and when distributed from the Trust, whether or
not at the time of distribution the Plan is an employee stock
ownership plan.  These protections and rights which attach to
Company Stock acquired with the proceeds of an Exempt Loan shall
not be terminable.

          17.4  Suspense Account.

               (a)  If the Trust has entered into an Exempt
Loan, each Participant Account shall be adjusted for the payment
of the Exempt Loan in the manner set forth in the Trust
Agreement.  Company contributions made to the Trust in the form
of Company Stock purchased with the proceeds of an Exempt Loan
shall be held in the Suspense Account as the collateral for that
Exempt Loan.  Such stock shall be released from the Suspense
Account on a pro-rata basis according to the amount of the
payment on the Exempt Loan for the Plan Year, determined under
one of the following two alternative formulas in the discretion
of the Administrative Committee:

                    (i)  for each Plan Year during the duration
of the Exempt Loan, the number of shares of Company Stock
released shall equal the number of such shares held in the
Suspense Account immediately before release for the current Plan
Year multiplied by a fraction, the numerator of which is the
amount of principal and interest paid for the year and the
denominator of which is the sum of the numerator plus the
remaining principal and interest to be paid for all future
years.  The number of future years under the Exempt Loan must be
definitely ascertainable and must be determined without taking
into account any possible extensions or renewal periods.  If the
interest rate under the loan is variable, the interest to be
paid in future years must be computed by using the interest rate
applicable as of the end of the Plan Year.  If the collateral
includes more than one class of Company Stock, the number of
shares of each class to be released for a Plan Year must be
determined by applying the same fraction to each class; or

                    (ii)  for each Plan Year during the duration
of the Exempt Loan, the number of shares of Company Stock
released is determined solely with reference to the principal
payment of the Exempt Loan.  If Company Stock in the Suspense
Account is released in accordance with this subsection (ii),
(A) the Exempt Loan must provide for annual payments of
principal and interest at a cumulative rate that is not less
rapid at any time than level annual payments of such amounts for
10 years; and (B) interest included in any payment is
disregarded only to the extent that it would be determined to be
interest under standard loan amortization tables.

                    This subsection (ii) will not be applicable
if by reason of a renewal, extension, or refinancing, the sum of
the expired duration of the Exempt Loan, the renewal period, the
extension period, and the duration of a new Exempt Loan exceeds
10 years.

               (b)  Shares of Company Stock released in
accordance with Section 17.4(a) of the Plan shall then be
allocated to the Accounts of Participants first, in an amount
equal in value to any dividends paid on shares previously
allocated to Participant's Accounts that are used to repay the
Exempt Loan.  The remaining shares of such stock shall be
allocated to the Accounts of Participants in the same manner as
described in Section 5.5.

          17.5  Sale of Financed Shares.  In the event the Plan
receives an offer to participate in a corporate transaction
(i.e., a stock sale, asset sale, merger or consolidation) before
all the shares of Company Stock have been released from the
Suspense Account, the Trustee may enter into an agreement for
the sale of all Company Stock which is not allocated to the
accounts of Participants, and use the proceeds thereof to repay
an Exempt Loan.  Any proceeds of the sale of unallocated Company
Stock which is not required to repay the Exempt Loan, will be
allocated as earnings to Participant's Accounts.

          IN WITNESS WHEREOF, Jade Financial Corp. has caused
this Plan to be duly executed under seal this ______ day of
__________________.

                              JADE FINANCIAL CORP.

                              By________________________________

Attest:

______________________________


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