EXHIBIT 10.9





                             THE FIRST NATIONAL BANK
                                  SAVINGS PLAN
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                                TABLE OF CONTENTS

ARTICLE I - DEFINITIONS........................................................1

ARTICLE II - ADMINISTRATION...................................................15

    2.1   POWERS AND RESPONSIBILITIES OF THE EMPLOYER.........................15

    2.2   DESIGNATION OF ADMINISTRATIVE AUTHORITY.............................15

    2.3   POWERS AND DUTIES OF THE ADMINISTRATOR..............................15

    2.4   RECORDS AND REPORTS.................................................17

    2.5   APPOINTMENT OF ADVISERS.............................................17

    2.6   PAYMENT OF EXPENSES.................................................17

    2.7   CLAIMS PROCEDURE....................................................17

    2.8   CLAIMS REVIEW PROCEDURE.............................................17

ARTICLE III - ELIGIBILITY.....................................................18

    3.1   CONDITIONS OF ELIGIBILITY...........................................18

    3.2   EFFECTIVE DATE OF PARTICIPATION.....................................18

    3.3   DETERMINATION OF ELIGIBILITY........................................18

    3.4   TERMINATION OF ELIGIBILITY..........................................18

    3.5   OMISSION OF ELIGIBLE EMPLOYEE.......................................19

    3.6   INCLUSION OF INELIGIBLE EMPLOYEE....................................19

    3.7   ELECTION NOT TO PARTICIPATE.........................................19

ARTICLE IV - CONTRIBUTION AND ALLOCATION......................................19

    4.l   FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION.......................19

    4.2   PARTICIPANT'S SALARY REDUCTION ELECTION.............................20

    4.3   TIME OF PAYMENT OF EMPLOYER CONTRIBUTION............................23

    4.4   ALLOCATION OF CONTRIBUTION. FORFEITURES AND EARNINGS................23

    4.5   ACTUAL DEFERRAL PERCENTAGE TESTS....................................26

    4.6   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS......................28

    4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS................................29

    4.8   ADJUSTMENT TD ACTUAL CONTRIBUTION PERCENTAGE TESTS..................31

    4.9   MAXIMUM ANNUAL ADDITIONS............................................33

    4.10  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS...........................34

    4.11  TRANSFERS FROM QUALIFIED PLANS......................................35

    4.12  DIRECTED INVESTMENT ACCOUNT.........................................36

ARTICLE V - VALUATIONS........................................................37

    5.1   VALUATION OF THE TRUST FUND.........................................37

    5.2   METHOD OF VALUATION.................................................37

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ARTICLE VI - DETERMINATION AND DISTRIBUTION OF BENEFITS.......................37

    6.1   DETERMINATION OF BENEFITS UPON RETIREMENT...........................38

    6.2   DETERMINATION OF BENEFITS UPON DEATH................................38

    6.3   DISABILITY RETIREMENT BENEFITS......................................39

    6.4   DETERMINATION OF BENEFITS UPON TERMINATION..........................39

    6.5.  DISTRIBUTION OF BENEFITS............................................42

    6.6   DISTRIBUTION OF BENEFITS UPON DEATH.................................44

    6.7   TIME OF SEGREGATION OR DISTRIBUTION.................................44

    6.8   DISTRIBUTION FOR MINOR BENEFICIARY..................................45

    6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN......................45

    6.10  ADVANCE DISTRIBUTION FOR HARDSHIP...................................45

    6.11  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION.....................46

ARTICLE VII - TRUSTEE.........................................................47

    7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE...............................47

    7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE.........................48

    7.3   OTHER POWERS OF THE TRUSTEE.........................................48

    7.4   DUTIES OF THE TRUSTEE REGARDING PAYMENTS............................50

    7.5   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES.......................51

    7.6   ANNUAL REPORT OF THE TRUSTEE........................................51

    7.7   AUDIT...............................................................51

    7.8   RESIGNATION, REMOVAL OR SUCCESSION OF TRUSTEE.......................52

    7.9   TRANSFER OF INTEREST................................................53

    7.10  DIRECT ROLLOVER.....................................................53

ARTICLE VIII - AMENDMENT, TERMINATION AND MERGERS.............................54

    8.1   AMENDMENT...........................................................54

    8.2   TERMINATION.........................................................54

    8.3   MERGER OR CONSOLIDATION.............................................54

ARTICLE IX - TOP HEAVY........................................................55

    9.1   TOP HEAVY PLAN REQUIREMENTS.........................................55

    9.2   DETERMINATION OF TOP HEAVY STATUS...................................55

ARTICLE X - MISCELLANEOUS.....................................................57

    10.1  PARTICIPANT'S RIGHTS................................................58

    10.2  ALIENATION..........................................................58

    10.3  CONSTRUCTION OF PLAN................................................58

    10.4  GENDER AND NUMBER...................................................58

    10.5  LEGAL ACTION........................................................58

    10.6  PROHIBITION AGAINST DIVERSION OF FUNDS..............................59

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    10.7  BONDING.............................................................59

    10.8  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE..........................59

    10.9  INSURER'S PROTECTIVE CLAUSE.........................................59

    10.10 RECEIPT AND RELEASE FOR PAINTS......................................60

    10.11 ACTION BY THE EMPLOYER..............................................60

    10.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY..................60

    10.13 HEADINGS............................................................61

    10.14 APPROVAL BY INTERNAL REVENUE SERVICE................................61

    10.15 UNIFORMITY..........................................................61

AMENDMENT NUMBER ONE TO FIRST NATIONAL BANK SAVINGS PLAN......................63

SUMMARY PLAN DESCRIPTION......................................................64

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                      THE FIRST NATIONAL BANK SAVINGS PLAN

         THIS AGREEMENT, hereby made and entered into this ________ day of
______________________, 20______, by and between First National Bank (herein
referred to as the "Employer") and The Mechanics Bank (herein referred to as the
"Trustee")

                              W I T N E S S E T H:

         WHEREAS, the Employer heretofore established a Profit Sharing Plan and
Trust effective January 1, 1976, (hereinafter called the "Effective Date" known
as California Bankers Association Prototype Profit Sharing and Salary Deferral
401(k) Plan and which plan shall hereinafter be known as The First National Bank
Savings Plan (herein referred to as the "Plan") in recognition of the
contribution made to its successful operation by its employees and for the
exclusive benefit of its eligible employees; and

         WHEREAS, under the terms of the Plan, the Employer has the ability to
amend the Plan, provided the Trustee joins in such amendment if the provisions
of the Plan affecting the Trustee are amended;

         NOW, THEREFORE, effective January 1, 1998, except as otherwise
provided, the Employer and the Trustee in accordance with the provisions of the
Plan pertaining to amendments thereof hereby amend the Plan in its entirety and
restate the Plan to provide as follows:

                             ARTICLE I - DEFINITIONS

         1.1   "Act" means the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.

         1.2   "Administrator" means the Employer unless another person or
entity has been designated by the Employer pursuant to Section 2.2 to administer
the Plan on behalf of the Employer.

         1.3   "Affiliated Employer" means any corporation which is a member of
a controlled group of corporations (as defined in Code Section 414(b)) which
includes the Employer; any trade or business (whether or not incorporated) which
is under common control (as defined in Code Section 414(c)) with the Employer;
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
Employer; and any other entity required to be aggregated with the Employer
pursuant to Regulations under Code Section 414(o).

         1.4   "Aggregate Account" means, with respect to each Participant, the
value of all accounts maintained on behalf of a Participant, whether
attributable to Employer or Employee contributions, subject to the provisions of
Section 9.2.

         1.5   "Anniversary Date" means December 31st.

         1.6   "Beneficiary" means the person to whom the share of a deceased
Participant's total account is payable, subject to the restrictions of Sections
6.2 and 6.6.

         1.7   "Code" means the Internal Revenue Code of 1986, as amended or
replaced from time to time.
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         1.8   "Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation
must be determined without regard to any rules under Code Section 3401(a) that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural
labor in Code Section 3401(a)(2))

         For purposes of this Section, the determination of Compensation shall
be made by:

               (a)   excluding overtime.
               (b)   excluding commissions.
               (c)   excluding bonuses.
               (d)   including amounts which are contributed by

the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections 125,
402(e)(3), 402 (h)(1)(B), 403(b) or 457(b), and Employee contributions described
in Code Section 414(h)(2) that are treated, as Employer contributions.

         For a Participant's initial year of participation, Compensation shall
be recognized for the entire Plan Year.

         Compensation in excess of $150,000 shall be disregarded. Such amount
shall be adjusted for increases in the cost of living in accordance with Code
Section 401(a)(17) except that the dollar increase in effect on January 1 of any
calendar year shall be effective for the Plan Year beginning with or within such
calendar year. For any short Plan Year the Compensation limit shall be an amount
equal to the Compensation limit for the calendar year in which the Plan Year
begins multiplied by the ratio obtained by dividing the number of full months in
the short Plan Year by twelve (12). In applying this limitation, the family
group of a Highly Compensated Participant who is subject to the Family Member
aggregation rules of Code Section 414(q)(6) because such Participant is either a
"five percent owner" of the Employer or one of the ten (10) Highly Compensated
Employees paid the greatest "415 Compensation" during the year, shall be treated
as a single Participant, except that for this purpose Family Members shall
include only the affected Participant's spouse and any lineal descendants who
have not attained age nineteen (19) before the close of the year. If, as result
of the application of such rules the adjusted limitation is exceeded, then the
limitation shall be prorated among the affected Family Members in proportion to
each such Family Member's Compensation prior to the application of this
limitation, or the limitation shall be adjusted in accordance with any other
method permitted by Regulation.

         If, as a result of such rules, the maximum "annual addition" limit of
Section 4.9(a) would be exceeded for one or more of the affected Family Members,
the prorated Compensation of all affected Family Members shall be adjusted to
avoid or reduce any excess. The prorated Compensation of any affected Family
Member whose allocation would exceed the limit shall be adjusted downward to the
level needed to provide an allocation equal to such limit. The prorated
Compensation of affected Family Members not affected by such limit shall then be
adjusted upward on a pro rata basis not to exceed each such affected Family
Member's Compensation as determined prior to application of the Family Member
rule. The resulting allocation shall not exceed such individual's maximum

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"annual addition" limit. If, after these adjustments, an "excess amount" still
results, such "excess amount" shall be disposed of in the manner described in
Section 4.10(a) pro rata among all affected Family Members.

         If, in connection with the adoption of this amendment and restatement,
the definition of Compensation has been modified, then, for Plan Years prior to
the Plan Year which includes the adoption date of this amendment and
restatement, Compensation means compensation determined pursuant to the Plan
then in effect.

         1.9   "Contract" or "Policy" means any life insurance policy,
retirement income or annuity policy, or annuity contract (group or individual)
issued pursuant to the terms of the plan.

         1.10  "Deferred Compensation" with respect to any Participant means the
amount of the Participant's total Compensation which has been contributed to the
Plan in accordance with the Participant's deferral election pursuant to Section
4.2 excluding any such amounts distributed as excess "annual additions" pursuant
to Section 4.10(a)

         1.11  "Early Retirement Date." This Plan does not provide for a
retirement date prior to Normal Retirement Date.

         1.12  "Elective Contribution" means the Employer contributions to the
Plan of Deferred Compensation excluding any such amounts distributed as excess
"annual additions" pursuant to Section 410(a). In addition, any Employer
Qualified Non-Elective Contribution made pursuant to Section 4.l(c) and Section
4.6(b) which is used to satisfy the "Actual Deferral Percentage" tests shall be
considered an Elective Contribution for purposes of the Plan. Any contributions
deemed to be Elective Contributions (whether or not used to satisfy the "Actual
Deferral Percentage" tests) shall be subject to the requirements of Sections
4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination
requirements of Regulation 1.40l(k)-l(b)(5), the provisions of which are
specifically incorporated herein by reference.

         1.13  "Eligible Employee" means any Employee, except Employees who are
compensated on a commission only basis.

         Employees who are Leased Employees within the meaning of Code Sections
414(n)(2) and 414(0)(2) shall not be eligible to participate in this Plan.

         Employees of Affiliated Employers shall not be eligible to participate
in this Plan unless such Affiliated Employers have specifically adopted this
Plan in writing.

         1.14  "Employee" means any person who is employed by the Employer or
Affiliated Employer. Employee shall include Leased Employees within the meaning
of Code Sections 414(n)(2) and 414(0)(2) unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and such Leased Employees
do not constitute more than 20% of the recipient's non-highly compensated work
force.

         1.15  "Employer" means First National Bank and any successor which
shall maintain this Plan; and any predecessor which has maintained this Plan.
The Employer is a corporation, with principal offices in the State of
California.

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         1.16  "Excess Aggregate Contributions" means, with respect to any Plan
Year, the excess of the aggregate amount of the Employer matching contributions
made pursuant to Section 4.l(b) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(C) On behalf of
Highly Compensated Participants for such Plan Year, over the maximum amount of
such contributions permitted under the limitations of Section 4.7(a)

         1.17  "Excess Contributions" means with respect to a Plan Year, the
excess of Elective Contributions used to satisfy the "Actual Deferral
Percentage" tests made on behalf of Highly Compensated Participants for the Plan
Year over the maximum amount of such contributions permitted under Section
4.5(a) Excess Contributions shall be treated as an "annual addition" pursuant to
Section 4.9(b)

         1.18  "Excess Deferred Compensation" means, with respect to any taxable
year of a Participant, the excess of the aggregate amount of such Participant's
Deferred Compensation and the elective deferrals pursuant to Section 4.2(f)
actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated
herein by reference. Excess Deferred Compensation shall be treated as an "annual
addition" pursuant to Section 4 9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th
following the close of the Participant's taxable year. Additionally, for
purposes of Sections 9.2 and 4.4(f), Excess Deferred Compensation shall continue
to be treated as Employer contributions even if distributed pursuant to Section
4.2(f) However, Excess Deferred Compensation of Non-Highly Compensated
Participants is not taken into account for purposes of Section 4.5(a) to the
extent such Excess Deferred Compensation occurs pursuant to Section 4.2(d)

         1.19  "Family Member" means, with respect to an affected Participant,
such Participant's spouse and such Participant's lineal descendants and
ascendants and their spouses, all as described in Code Section 414(q)(6)(B)

         1.20  "Fiduciary" means any person who(a) exercises any discretionary
authority or discretionary control respecting management of the Plan or
exercises any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any
authority or responsibility to do so: or (c) has any discretionary authority or
discretionary responsibility in the administration of the plan, including, but
not limited to, the Trustee, the Employer and its representative body, and the
Administrator .

         1.21  "Fiscal Year" means the Employer's accounting year of 12 months
commencing on January 1st of each year and ending the following December 31st.

         1.22  "Forfeiture" means that portion of a Participant's Account that
is not Vested, and occurs on the earlier of:

               (a)   the distribution of the entire Vested portion of a
Terminated Participant's Account, or

               (b)   the last day of the Plan Year in which the Participant
incurs five (5) consecutive 1-Year Breaks in Service.

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         Furthermore, for purposes of paragraph (a) above, in the case of a
Terminated Participant whose Vested benefit is zero such Terminated Participant
shall be deemed to have received a distribution of his Vested benefit upon his
termination of employment. Restoration of such amounts shall occur pursuant to
Section 6.4(9)(2) In addition, the term Forfeiture shall also include amounts
deemed to be Forfeitures pursuant to any other provision of this Plan.

         1.23  "Former Participant" means a person who has been a participant,
but who has ceased to be a Participant for any reason.

         1.24  "415 Compensation" with respect to any Participant means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Plan Year for which the Employer is required to furnish the Participant a
written statement under Code Sections 6041(d): 6051(a)(3) and 6052. "415
Compensation" must be determined without regard to any rules under Code Section
3401(a) that limit the remuneration included in wages based on the nature or
location of the employment or the services performed (such as the exception for
agricultural labor in Code Section 3401(a)(2)).

         If, in connection with the adoption of this amendment and restatement,
the definition of "415 Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement, "415 Compensation" means compensation determined pursuant to the
Plan then in effect.

         1.25  "414(s) Compensation" with respect to any Participant means such
Participant's "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation" with respect to any Participant shall include "414(s)
Compensation" for the entire twelve (12) month period ending on the last day of
such Plan Year.

         For purposes of this Section, the determination of "414(s) Compensation
" shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125,402(e)(3), 402(h)(1)(B),
403(b) or 457(b) and Employee contributions described in Code Section 414(h)(2)
that are treated as Employer contributions.

         "414(s) Compensation" in excess of $150,000 shall be disregarded. Such
amount shall be adjusted for increases in the cost of living in accordance with
Code Section 401(a)(17), except that the dollar increase in effect on January 1
of any calendar year shall be effective for the Plan Year beginning with or
within such calendar year. For any short Plan Year the "414(s) Compensation"
limit shall be an amount equal to the "414(s) Compensation" limit for the
calendar year in which the Plan Year begins multiplied by the ratio obtained by
dividing the number of full months in the short Plan Year by twelve (12). In
applying this limitation, the family group of a Highly Compensated Participant
who is subject to the Family Member aggregation rules of Code Section 414(q)(6)
because such Participant is either a "five percent owner" of the Employer or one
of the ten (10) Highly Compensated Employees paid the greatest "415
Compensation" during the year, shall be treated as a single Participant, except
that for this purpose Family Members shall include only the affected
Participant's spouse and any lineal descendants who have not attained age
nineteen (19) before the close of the year.

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         If, in connection with the adoption of this amendment and restatement,
the definition of "414(s) Compensation" has been modified, then, for Plan Years
prior to the Plan Year which includes the adoption date of this amendment and
restatement, "414(s) Compensation" means compensation determined pursuant to the
Plan then in effect.

         1.26  "Highly Compensated Employee" means an Employee described in Code
Section 414(q) and the Regulations thereunder, and generally means an Employee
who performed services for the Employer during the "determination year" and is
in one or more of the following groups:

               (a)   Employees who at any time during the "determination year"
or "look-back year" were "five percent owners" as defined in Section 1.329 (c)

               (b)   Employees who received "415 Compensation" during the
"look-back year" from the Employer in excess of $75,000.

               (c)   Employees who received "415 Compensation" during the
"look-back year" from the Employer in excess of $50,000 and were in the Top Paid
Group of Employees for the Plan Year.

               (d)   Employees who during the "look-back year" were officers of
the Employer (as that term is defined within the meaning of the Regulations
under Code Section 416) and received "415 Compensation" during the "look-back
year" from the Employer greater than 50 percent of the limit in effect under
Code Section 415(b)(l)(A) for any such Plan Year. The number of officers shall
be limited to the lesser of (i) 50 employees; or (ii) the greater of 3 employees
or 10 percent of all employees. For the purpose of determining the number of
officers, Employees described in Section 1.57(a), (b), (c) and (d) shall be
excluded, but such Employees shall still be considered for the purpose of
identifying the particular Employees who are officers. If the Employer does not
have at least one officer whose annual "415 Compensation" is in excess of 50
percent of the Code Section 415(b)(l)(A) limit, then the highest paid officer of
the Employer will be treated as a Highly Compensated Employee.

               (e)   Employees who are in the group consisting of the 100
Employees paid the greatest "415 Compensation during the "determination year"
and are also described in (b), (c) or (d) above when these paragraphs are
modified to substitute "determination year" for "look-back year."

         The "determination year" shall be the Plan Year for which testing is
being performed, and the "look-back year" shall be the immediately preceding
twelve-month period.

         If an Employee is, during a "determination year" or "look-back year", a
Family Member of either a "five percent owner" (whether active or former) or a
Highly Compensated Employee who is one of the 10 most Highly Compensated
Employees ranked on the basis of "415 Compensation" paid by the Employer during
such year, then the Family Member and the "five percent owner" or top-ten Highly
Compensated Employee shall be aggregated. In such case, the Family Member and
"five percent owner" or top-ten Highly Compensated Employee shall be treated as
a single Employee receiving "415 Compensation" and Plan contributions or
benefits equal to the sum of such "415 Compensation" and contributions or
benefits of the Family Member and "five percent owner" or top-ten Highly
Compensated Employee.

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         For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 402 (e)(3), 402(h) (1)
(B) 403 (b) or 457(b), and Employee contributions described in Code Section
414(h)(2) that are treated as Employer contributions. Additionally, the dollar
threshold amounts specified in (b) and (c) above shall be adjusted at such time
and in such manner as is provided in Regulations. In the case of such an
adjustment, the dollar limits which shall be applied are those for the calendar
year in which the "determination year" or "look-back year" begins.

         In determining who is a Highly Compensated Employee, Employees who are
non-resident aliens and who received no earned income (within the meaning of
Code Section 911 (d)(2)) from the Employer constituting United States source
income within the meaning of Code Section 861(a)(3) shall not be treated as
Employees. Additionally, all Affiliated Employers shall be taken into account as
a single employer and Leased Employees within the meaning of Code Sections
414(n)(2) and 414(0)(2) shall be considered Employees unless such Leased
Employees are covered by a plan described in Code Section 414(n)(5) and are not
covered in any qualified plan maintained by the Employer. The exclusion of
Leased Employees for this purpose shall be applied on a uniform and consistent
basis for all of the Employer's retirement plans. Highly Compensated Farmer
Employees shall be treated as Highly Compensated Employees without regard to
whether they performed services during the "determination year."

         1.27  "Highly Compensated Former Employee" means a former Employee who
had a separation year prior to the "determination year" and was a Highly
Compensated Employee in the year of separation from service or in any
"determination year" after attaining age 55. Notwithstanding the foregoing, an
Employee who separated from service prior to 1987 will be treated as a Highly
Compensated Former employee only if during the separation year (Or year
preceding the separation year) or any year after the Employee attains age 55 (or
the last year ending before the Employee's 55th birthday), the Employee either
received "a15 Compensation" in excess of $50,000 or was a "five percent owner."
For purposes of this Section, "determination year, " "415 Compensation" and
"five percent owner" shall be determined in accordance with Section 1.26. Highly
Compensated Former Employees shall be treated as Highly Compensated Employees.
The method set forth in this Section for determining who is a "Highly
Compensated Former Employee" shall be applied on a uniform and consistent basis
for all purposes for which the Code Section 414(q) definition is applicable.

         1.28  "Highly Compensated Participant" means any highly Compensated
Employee who is eligible to participate in the Plan.

         1.29  "Hour of Service" means (1) each hour for which an Employee is
directly or indirectly compensated or entitled to compensation by the Employer
for the performance of duties (these hours will be credited to the employee for
the computation period in which the duties are performed); (2) each hour for
which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment
relationship has terminated) for reasons other than performance of duties (such
as vacation, holidays, sickness, jury duty, disability, lay-off, military duty
or leave of absence) during the applicable computation period (these hours will
be calculated and credited pursuant to Department of Labor regulation
2530.200b-2 which is incorporated herein by reference); (3) each hour for which
back pay is awarded or agreed to by the Employer without regard to mitigation of
damages (these hours will be credited to the Employee for the computation period
or periods to which the award or agreement pertains rather than the computation

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period in which the award, agreement or payment is made) The same Hours of
Service shall not be credited both under (1) or (2), as the case may be, and
under (3)

         Notwithstanding the above, (i) no more than 501 Hours of Service are
required to be credited to an Employee on account of any single continuous
period during which the Employee performs no duties (whether or not such period
occurs in a single computation period); (ii) an hour for which an Employee is
directly or indirectly paid, or entitled to payment, on account of a period
during which no duties are performed is not required to be credited to the
Employee if such payment is made or due under a plan maintained solely for the
purpose of complying with applicable worker's compensation: or unemployment
compensation or disability insurance laws; and (iii) Hours of Service are not
required to be credited for a payment which solely reimburses an Employee for
medical or medically related expenses incurred by the Employee.

         For purposes of this Section, a payment shall be deemed to be made by
or due from the Employer regardless of whether such payment is made by or due
from the Employer directly, or indirectly through, among others, a trust fund,
or insurer, to which the Employer contributes or pays premiums and regardless of
whether contributions made or due to the trust fund, insurer, or other entity
are for the benefit of particular Employees or are on behalf of a group of
Employees in the aggregate.

         For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of
Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.

         1.30  "Income" means the income or losses allocable to "excess amounts"
which shall equal the sum of the allocable gain or loss for the "applicable
computation period" and the allocable gain or loss for the period between the
end of the "applicable computation period" and the date of distribution ("gap
period") The income allocable to "excess amounts" for the "applicable
computation period" and the "gap period" is calculated separately and is
determined by multiplying the income for the "applicable computation period" or
the "gap period" by a fraction. The numerator of the fraction is the "excess
amount" for the "applicable computation period." The denominator of the fraction
is the total "account balance" attributable to "Employer contributions" as of
the end of the "applicable computation period" or the "gap period", reduced by
the gain allocable to such total amount for the "applicable computation period"
or the "gap period" and increased by the loss allocable to such total amount for
the "applicable computation period" or the "gap period". The provisions of this
Section shall be applied:

               (a)   For purposes of Section 4.2(f), by substituting:

                     (1)   "Excess Deferred Compensation" for "excess amounts";

                     (2)   "taxable year of the Participant" for "applicable
computation period";

                     (3)   "Deferred Compensation" for "Employer contributions";
and

                     (4)   "Participant's Elective Account" for "account
balance."

               (b)   For purposes of Section 4.6(a). by substituting:

                                        8
<PAGE>

                     (1)   "Excess Contributions" for "excess amounts";

                     (2)   "Plan Year" for "applicable computation period";

                     (3)   Elective "Elective Contributions" for "Employer;
contributions; and

                     (4)   "Participant's Elective Account" for "account
balance."

               (c)   For purposes of Section 4.8(a), by substituting:

                     (1)   "Excess Aggregate Contributions" for "excess
amounts";

                     (2)   "Plan Year" for "applicable computation period";

                     (3)   "Employer matching contributions made pursuant to
Section 4.l(b) and any qualified non-elective contributions or elective
deferrals taken into account pursuant to Section 4.7(c)" for "Employer
contributions"; and

                     (4)   "Participant's Account" for `account balance."

         In lieu of the "fractional method" described above, a "safe harbor
method" may be used to calculate the allocable Income for the "gap period."
Under the "safe harbor method," allocable Income for the "gap period" shall be
deemed to equal ten percent (10%) of the Income allocable to "excess amounts"
for the "applicable computation period" multiplied by the number of calendar
months in the "gap period." For purposes of determining the number of calendar
months in the "gap period," a distribution occurring on or before the fifteenth
day of the month shall be treated as having been made on the last day of the
preceding month and a distribution occurring after such fifteenth day shall be
treated as having been made on the first day of the next subsequent month.

         Income allocable to any distribution of Excess Deferred Compensation on
or before the last day of the taxable year of the Participant shall be
calculated from the first day of the taxable year of the Participant to the date
on which the distribution is made pursuant to either the "fractional method" or
the "safe harbor method." Under such "safe harbor method," allocable Income for
such period shall be deemed to equal ten percent (10%) of the Income allocable
to such Excess Deferred Compensation multiplied by he number of calendar months
in such period. For purposes or determining the number of calendar months in
such period, a distribution occurring on or before the fifteenth day of the
month shall be treated as having been made on the last day of tie preceding
month and a distribution occurring after such fifteenth day shall be treated as
having been made on the first day of the next subsequent month. 1.31 "Investment
Manager" means an entity that (a) has the power to manage, acquire, or dispose
of Plan assets and (b) acknowledges fiduciary responsibility to the Plan in
writing. Such entity must be a person, firm, or corporation registered as an
investment adviser under the Investment Advisers Act of 1940, a bank, or an
insurance company.

         1.32  "Key Employee" means an Employee as defined in Code Section
416(i) and the Regulations thereunder Generally, any Employee or former Employee
(as well as each of his Beneficiaries is considered a Key Employee if he, at any
time during the Plan Year that contains the "Determination Date" or any of the
preceding four (4) Plan Years, has been included in one of the following
categories:

                                        9
<PAGE>

               (a)   an officer of the Employer (as that term is defined within
the meaning of the Regulations under Code Section a16) having annual "415
Compensation" greater than 50 percent of the amount in effect under Code Section
415(b) (1) (A) for any such Plan Year.

               (b)   one of the ten employees having annual "415 Compensation "
from the Employer for a Plan Year greater than the dollar limitation in effect
under Code Section 615(c) (1)(A) for the calendar year in which such Plan Year
ends and owning (or considered as owning within the meaning of Code Section 318)
both more than one-half percent interest and the largest interests in the
Employer.

               (c)   a "five percent owner" of the Employer. "Five percent
owner" means any person who owns (or is considered as owning within the meaning
of Code Section 318) more than five percent (5%) of the outstanding stock of the
Employer or stock possessing more than five percent (5%) of the total combined
voting power of all stock of the Employer or, in the case of an unincorporated
business, any person who owns more than five percent (5%) of the capital or
profits interest in the Employer. In determining percentage ownership hereunder,
employers that would otherwise be aggregated under Code Sections 414(b), (c).
(m) and (o) shall be treated as separate employers

               (d)   a "one percent owner" of the Employer having an annual "415
Compensation" from the Employer of more than $150: 000. "One percent owner"
means any person who owns (or is considered as owning within the meaning of Code
Section 318) more than one percent (1%) of the outstanding stock of the Employer
or stock possessing more than one percent (1%) of the total combined voting
power of all stock of the Employer or, in the case of an unincorporated
business, any person who owns more than one percent (1%) of the capital or
profits interest in the Employer. In determining percentage ownership
hereunder;, employers that would otherwise be aggregated under Code Sections
41d(b), (c) (m) and (o) shall be treated as separate employers. However, in
determining whether an individual has "415 Compensation" of more than $150,000,
"415 Compensation" from each employer required to be aggregated under Code
Sections 41a(b), (c), (m) and (o) shall be taken into account.

         For purposes of this Section, the determination of "415 Compensation"
shall be made by including amounts which are contributed by the Employer
pursuant to a salary reduction agreement and which are not includible in the
gross income or the Participant under Code Sections 121, 402(e)(3), 402(h)(1)
(B) 403(b) or 457(b), and Employee contributions described in Code Section
414(h) (2) that are treated as Employer contributions.

         1.33  "Late Retirement Date" means the first day of the month
coinciding with or next following a Participant's actual Retirement Date after
having reached his Normal Retirement; Date.

         l.34  "Leased Employee" means any person (other than an Employee of the
recipient) who pursuant to an agreement between the recipient and any other
person ("leasing organization") has performed services for the recipient (or for
the recipient and related persons determined in accordance with Code Section
414(n)(6)) on a substantially full time basis for a period of at least one year,
and such services are of a type historically performed by employees in the
business field of the recipient employer. Contributions or benefits provided a
Leased Employee by the leasing organization which are attributable to services
performed for the recipient employer shall be treated as provided by the
recipient employer. A Leased Employee shall not be considered an Employee of the
recipient:

                                       10
<PAGE>

               (a)   if such employee is covered by a money purchase pension
plan providing:

                     (1)   a non-integrated employer contribution rate of at
least 10% of compensation, as defined in Code Section 415(c)(3), but including
amounts which are contributed by the Employer pursuant to a salary reduction
agreement and which are not includible in the gross income of the Participant
under Code Sections 125, 402(e) (3). 402(h)(l)(B), 403(b) or 457(b). and
Employee contributions described in Code Section 414(h)(2) that ire treated as
Employer contributions.

                     (2)   immediate participation; and

                     (3)   full and immediate vesting; and

               (b)   if Leased Employees do not constitute more than 20% of the
recipient's non-highly compensated work force.

         1.35  "Non-Elective Contribution" means the Employer contributions to
the Plan excluding, however: contributions made pursuant to the Participant's
deferral election provided for in Section 4.2 and any Qualified Non-Elective
Contribution used in the "Actual Deferral Percentage" tests.

         1.36  "Non-Highly Compensated Participant" means any Participant who is
neither a Highly Compensated Employee nor a Family Member.

         1.37  "Non-Key Employee" means any Employee or former Employee (and his
Beneficiaries) who is not a Key Employee.

         1.38  "Normal Retirement Age" means the Participant's 65th birthday. A
Participant shall become fully Vested in his Participant's Account upon
attaining his Normal Retirement Age.

         1.39  "Normal Retirement Date" means the first day of the month
coinciding with or next following the Participant's Normal Retirement Age.

         1.40  "1-Year Break in Service' means the applicable computation period
during which an Employee has not completed more than 500 Hours of Service with
the Employer. Further: solely for the purpose of determining whether a
Participant has incurred a 1-Year Break in Service, Hours of Service shall be
recognized for "authorized leaves of absence" and "maternity and paternity
leaves of absence." Years of Service and 1-Year Breaks in Service shall be
measured on the same computation period.

         "Authorized leave of absence" means an unpaid, temporary cessation from
active employment with the Employer pursuant to an established nondiscriminatory
policy, whether occasioned by illness, military service, or any other reason.

         A "maternity or paternity leave of absence" means, for Plan Years
beginning after December 31, 1984, an absence from work for any period by reason
of the Employee's pregnancy, birth of the Employee's child, placement of a child
with the Employee in connection with the adoption of such child, or any absence

                                       11
<PAGE>

for the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the
computation period in which the absence from work begins, only if credit
therefore is necessary to prevent the Employee from incurring a 1-Year Break in
Service, or, in any other case, in the immediately following computation period.
The Hours of Service credited for a "maternity or paternity leave of absence"
shall be those which would normally have been credited but for such absence, or,
in any case in which the Administrator is unable to determine such hours
normally credited, eight (8) Hours of Service per day. The total Hours of
Service required to be credited for a "maternity or paternity leave of absence"
shall not exceed 501.

         1.41  "Participant" means any Eligible Employee who participates in the
Plan and has not for any reason become ineligible to participate further in the
Plan.

         1.42  "Participant Direction Procedures" means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall be
established pursuant to Section 4.12 and observed by the Administrator and
applied to Participants who have Participant Directed Accounts.

         1.43  "Participant's Account" means the account established and
maintained by the Administrator for each Participant with respect to his total
interest in the Plan and Trust resulting from the Employer Non-Elective
Contributions. A separate accounting shall be maintained with respect to that
portion of the Participant's Account attributable to Employer matching
contributions made pursuant to Section 4.l(b), Employer discretionary
contributions made pursuant to Section 4.l(d) and any Employer Qualified
Non-Elective Contributions.

         1.44  "Participant's Combined Account" means the total aggregate amount
of each Participant's Elective Account and Participant's Account.

         1.45  "Participant's Directed Account" means that portion of a
Participant's interest in the Plan with respect to which the Participant has
directed the investment in accordance with the Participant Direction Procedure.

         1.46  "Participant's Elective Account" means the account established
and maintained by the Administrator for each Participant with respect to his
total interest in the Plan and Trust resulting from the Employer Elective
Contributions used to satisfy the "Actual Deferral Percentage" tests. A separate
accounting shall be maintained with respect to that portion of the Participant's
Elective Account attributable to such Elective Contributions pursuant to Section
4.2 and any Employer Qualified Non-Elective Contributions.

         1.47  "Plan" means this instrument, including all amendments thereto.

         1.48  "Plan Year" means the plan's accounting year of twelve (12)
months commencing on January 1st of each year and ending the following December
31st.

         1.49  "Qualified Non-Elective Contribution" means any Employer
contributions made pursuant to Section 4.l(c) and Section 4.6(b) and Section
4.8(h). Such contributions shall be considered an Elective Contribution for the
purposes of the plan and may be used to satisfy tie "Actual Deferral Percentage"
tests or the "Actual Contribution Percentage" tests.

                                       12
<PAGE>

         1.50  "Regulation" means the Income Tax Regulations as promulgated by
the Secretary of the Treasury or his delegate, and as amended from time to time.

         1.51  "Retired Participant" means a person who has been a Participant,
but who has become entitled to retirement benefits under the Plan.

         1.52  "Retirement Date" means the date as of which a Participant
retires whether such retirement occurs on a Participant's Normal Retirement Date
or Late Retirement Date (see Section 6.1)

         1.53  "Super Top Heavy Plan" means a plan described in Section 9.2(b)

         1.54  "Terminated Participant" means a person who has been a
Participant, but whose employment has been terminated other than by death or
retirement.

         1.55  "Top Heavy Plan" means a plan described in Section 9.2(a)

         1.56  "Top Heavy Plan Year" means a Plan Year during which the Plan is
a Top Heavy Plan.

         1.57  "Top Paid Group" means the top 20 percent of Employees who
performed services for the Employer during the applicable year, ranked according
to the amount of "415 Compensation" (determined for this purpose in accordance
with Section 1.26) received from the Employer during such year. All Affiliated
Employers shall be taken into account as a single employer, and Leased Employees
within the meaning of Code Sections 414(n)(2) and 414(0)(2) shall be considered
Employees unless such Leased Employees are covered by a plan described in Code
Section 414(n)(5) and are not covered in any qualified plan maintained by the
Employer. Employees who are non-resident aliens and who received no earned
income (within the meaning of Code Section 911(d)(2)) from the Employer
constituting United States source income within the meaning of Code Section
861(a)(3) shall not be treated as Employees. Additionally, for the purpose of
determining the number of active Employees in any year, the following additional
Employees shall also be excluded; however, such Employees shall still be
considered for the purpose of identifying the particular Employees in the Top
Paid Group:

               (a)   Employees with less than six (6) months of service;

               (b)   Employees who normally work less than 17 1/2 hours per
week;

               (c)   Employees who normally work less than six (6) months during
a year; and

               (d)   Employees who have not yet attained age 21.

         In addition, if 90 percent or more of the Employees of the Employer are
covered under agreements the Secretary of Labor finds to be collective
bargaining agreements between Employee representatives and the Employer, and the
Plan covers only Employees who are not covered under such agreements, then
Employees covered by such agreements shall be excluded from both the total
number of active Employees as well as from the identification of particular
Employees in the Top Paid Group.

                                       13
<PAGE>

         The foregoing exclusions set forth in this Section shall be applied on
a uniform and consistent basis for all purposes for which the Code Section
414(q) definition is applicable.

         1.58  "Trustee" means the person or entity named as trustee herein or
in any separate trust forming a part of this Plan, and any successors.

         1.59  "Trust Fund" means the assets of the Plan and Trust as the same
shall exist from time to time.

         1.60  "USERRA" means the Uniformed Services Employment and Reemployment
Rights Act of 1994. Notwithstanding any provision of this Plan to the contrary,
contributions, benefits and service credit with respect to qualified military
service will be provided in accordance with Code Section 414(u)

         1.61  "Valuation Date" means the Anniversary Date and such other date
or dates deemed necessary by the Administrator. The Valuation Date may include
any day during the Plan Year that the Trustee, any transfer agent appointed by
the Trustee or the Employer and any stock exchange used by such agent are open
for business.

         1.62  "Vested" means the nonforfeitable portion of any account
maintained on behalf of a Participant.

         1.63  "Year of Service" means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

         For purposes of eligibility for participation, the initial computation
period shall begin with the date on which the Employee first performs an Hour of
Service. The participation computation period beginning after a 1-Year Break in
Service shall be measured from the date on which an Employee again performs an
Hour of Service. The participation computation period shall shift to the Plan
Year which includes the anniversary of the date on which the Employee first
performed an Hour of Service. An Employee who is credited with the required
Hours of Service in both the initial computation period (or the computation
period beginning after a 1-Year Break in Service) and the Plan Year which
includes the anniversary of the date on which the Employee first performed an
Hour of Service, shall be credited with two (2) Years of Service for purposes of
eligibility to participate.

         For vesting purposes, the computation periods shall be the Plan Year,
including periods prior to the Effective Date of the Plan.

         The computation period shall be the Plan Year if not otherwise set
forth herein.

         Notwithstanding the foregoing, for any short Plan Year, the
determination of whether an Employee has completed a Year of Service shall be
made in accordance with Department of Labor regulation 2530.203-2(c). However,
in determining whether an Employee has completed a Year of Service for benefit
accrual purposes in the short Plan Year, the number of the Hours of Service
required shall be proportionately reduced based on the number of full months in
the short Plan Year.

         Years of Service with any Affiliated Employer shall be recognized.

                                       14
<PAGE>

                           ARTICLE II - ADMINISTRATION

         2.1   POWERS AND RESPONSIBILITIES OF THE EMPLOYER

               (a)   In addition to the general powers and responsibilities
otherwise provided for in this Plan, the Employer shall be empowered to appoint
and remove the Trustee and the Administrator from time to time as it deems
necessary for the proper administration of the Plan to ensure that the Plan is
being operated for the exclusive benefit of the participants and their
Beneficiaries in accordance with the terms of the Plan, the Code, and the Act.
The Employer may appoint counsel, specialists, advisers, agents (including any
nonfiduciary agent) and other persons as the Employer deems necessary or
desirable in connection with the exercise of its fiduciary duties under this
Plan. The Employer may compensate such agents or advisers from the assets of the
Plan as fiduciary expenses (but not including any business (settlor) expenses of
the Employer), to the extent not paid by the Employer.

               (b)   The Employer may, by written agreement or designation,
appoint at its option an Investment Manager (qualified under the Investment
Company Act of 1940 as amended), investment adviser, or other agent to provide
direction to the Trustee with respect to any or all of the Plan assets. Such
appointment shall be given by the Employer in writing in a form acceptable to
the Trustee and shall specifically identify the Plan assets with respect to
which the Investment Manager or other agent shall have authority to direct the
investment.

               (c)   The Employer shall establish a "funding policy and method,"
i.e., it shall determine whether the Plan has a short run need for liquidity
(e.g., to pay benefits) or whether liquidity is a long run goal and investment
growth (and stability of same) is a more current need, or shall appoint a
qualified person to do so. The Employer or its delegate shall communicate such
needs and goals to the Trustee, who shall coordinate such Plan needs with its
investment policy. The communication of such a "funding policy and method" shall
not, however, constitute a directive to the Trustee as to investment of the
Trust Funds. Such "funding policy and method" shall be consistent with the
objectives of this Plan and with the requirements of Title I of the Act.

               (d)   The Employer shall periodically review the performance of
any Fiduciary or other person to whom duties have been delegated or allocated by
it under the provisions of this Plan or pursuant to procedures established
hereunder. This requirement may be satisfied by formal periodic review by the
Employer or by a qualified person specifically designated by the Employer,
through day-to-day conduct and evaluation, or through other appropriate ways.

         2.2   DESIGNATION OF ADMINISTRATIVE AUTHORITY

         The Employer shall be the Administrator. The Employer may appoint any
person, including, but not limited to, the Employees of the Employer, to perform
the duties of the Administrator. Any person so appointed shall signify his
acceptance by filing written acceptance with the Employer. Upon the resignation
or removal of any individual performing the duties of the Administrator, the
Employer may designate a successor.

         2.3   POWERS AND DUTIES OF THE ADMINISTRATOR

         The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants and their Beneficiaries,
subject to the specific terms of the Plan. The Administrator shall administer

                                       15
<PAGE>

the Plan in accordance with its terms and shall have the power and discretion to
construe the terms of the Plan and to determine all questions arising in
connection with the administration, interpretation, and application of the plan.
Any such determination by the Administrator shall be conclusive and binding upon
all persons. The Administrator may establish procedures, correct any defect,
supply any information, or reconcile any inconsistency in such manner and to
such extent as shall be deemed necessary or advisable to carry out the purpose
of the Plan; provided, however, that any procedure: discretionary act,
interpretation or construction shall be done in a nondiscriminatory manner based
upon uniform principles consistently applied and shall be consistent with the
intent that the Plan shall continue to be deemed a qualified plan under the
terms of Code Section 401(a), and shall comely with the terms of the Act and ail
regulations issued pursuant thereto. The Administrator shall have all powers
necessary or appropriate to accomplish his duties under this Plan.

         The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

               (a)   the discretion to determine all questions relating to the
eligibility of Employees to participate or remain a Participant hereunder and to
receive benefits under the Plan;

               (b)   to compute, certify, and direct the Trustee with respect to
the amount and the kind of benefits to which any Participant shall be entitled
hereunder;

               (c)   to authorize and direct the Trustee with respect to all
nondiscretionary or otherwise directed disbursements from the Trust;

               (d)   to maintain all necessary records for the administration of
the Plan;

               (e)   to interpret the provisions of the Plan and to make and
publish such rules for regulation of the Plan as are consistent with the terms
hereof;

               (f)   to determine the size and type of any Contract to be
purchased from any insurer, and to designate the insurer from which such
Contract shall be purchased;

               (g)   to compute and certify to the Employer and to the Trustee
from time to time the sums of money necessary or desirable to be contributed to
the Plan;

               (h)   to consult with the Employer and the Trustee regarding the
short and long-term liquidity needs of the Plan in order that the Trustee can
exercise any investment discretion in a manner designed to accomplish specific
objectives;

               (i)   to prepare and implement a procedure to notify Eligible
Employees that they may elect to have a portion of their Compensation deferred
or paid to them in cash;

               (j)   to assist any Participant regarding his rights, benefits,
or elections available under the Plan.

                                       16
<PAGE>

         2.4   RECORDS AND REPORTS

         The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, policies, and other data that may be
necessary for proper administration of the Plan and shall be responsible for
supplying all information and reports to the Internal Revenue Service,
Department of Labor, Participants, Beneficiaries and others as required by law.

         2.5   APPOINTMENT OF ADVISERS

         The Administrator, or the Trustee with the consent of the
Administrator, may appoint counsel, specialists, advisers, agents (including
nonfiduciary agents) and other persons as the Administrator or the Trustee deems
necessary or desirable in connection with the administration of this Plan,
including but not limited to agents and advisers to assist with the
administration and management of the Plan, and thereby to provide, among such
other duties as the Administrator may appoint, assistance with maintaining Plan
records and the providing of investment information to the Plan's investment
fiduciaries and to Plan Participants.

         2.6   PAYMENT OF EXPENSES

         All expenses of administration may be paid out of the Trust Fund unless
paid by the Employer. Such expenses shall include any expenses incident to the
functioning of the Administrator, or any person or persons retained or appointed
by any Named Fiduciary incident to the exercise of their duties under the Plan,
including, but not limited to, fees of accountants, counsel, Investment
Managers, agents (including nonfiduciary agents) appointed for the purpose of
assisting the Administrator or the Trustee in carrying out the instructions of
Participants as to the directed investment of their accounts and other
specialists and their agents, and other costs of administering the Plan. Until
paid, the expenses shall constitute a liability of the Trust Fund.

         2.7   CLAIMS PROCEDURE

         Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application is filed. In the event the
claim is denied, the reasons for the denial shall be specifically set forth in
the notice in language calculated to be understood by the claimant, pertinent
provisions of the Plan shall be cited, and, where appropriate: an explanation as
to how the claimant can perfect the claim will be provided. In addition, the
claimant shall be furnished with an explanation of the Plan's claims review
procedure.

         2.8   CLAIMS REVIEW PROCEDURE

         Any Employee, former Employee, or Beneficiary of either, who has been
denied a benefit by a decision of the Administrator pursuant to Section 2.7
shall be entitled to request the Administrator to give further consideration to
his claim by filing with the Administrator (on a form which may be obtained from
the Administrator) a request for a hearing. Such request, together with a
written statement of the reasons why the claimant believes his claim should be
allowed, shall be filed with the Administrator no later than 60 days after
receipt of the written notification provided for in Section 2.7. The
Administrator shall then conduct a hearing within the next 60 days, at which the
claimant may be represented by an attorney or any other representative of his
choosing and at which the claimant shall have an opportunity to submit written
and oral evidence and arguments in support of his claim. At the hearing (Or

                                       17
<PAGE>

prior thereto upon 5 business days written notice to the Administrator) the
claimant or his representative shall have an opportunity to review all documents
in the possession of the Administrator which are pertinent to the claim at issue
and its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within 60 days of receipt of the appeal (unless there
has been an extension of 60 days due to special circumstances, provided the
delay and the special circumstances occasioning it are communicated to the
claimant within the 60 day period). Such communication shall be written in a
manner calculated to be understood by the claimant and shall include specific
reasons for the decision and specific references to the pertinent Plan
provisions on which the decision is based.

                            ARTICLE III - ELIGIBILITY

         3.1   CONDITIONS OF ELIGIBILITY

         Any Eligible Employee who has completed one (1) Year of Service and has
attained age 21 shall be eligible to participate hereunder as of the date he has
satisfied such requirements. However, any Employee who was a Participant in the
Plan prior to the effective date of this amendment and restatement shall
continue to participate in the Plan.

         3.2   EFFECTIVE DATE OF PARTICIPATION

         An Eligible Employee shall become a Participant effective as of the
first day of the calendar quarter following the date such Employee met the
eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of
rehire if a 1-Year Break in Service has not occurred)

         In the event an Employee who is not a member of an eligible class of
Employees becomes a member of an eligible class, such Employee will participate
immediately if such Employee has satisfied the minimum age and service
requirements and would have otherwise previously become a Participant.

         3.3   DETERMINATION OF ELIGIBILITY

         The Administrator shall determine the eligibility of each Employee for
participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the
same is made pursuant to the Plan and the Act. Such determination shall be
subject to review per Section 2.8.

         3.4   TERMINATION OF ELIGIBILITY

               (a)   In the event a Participant shall go from a classification
of an Eligible Employee to an ineligible Employee, such Former Participant shall
continue to vest in his interest in the Plan for each Year of Service completed
while a noneligible Employee, until such time as his Participant's Account shall
be forfeited or distributed pursuant to the terms of the Plan. Additionally, his
interest in the Plan shall continue to share in the earnings of the Trust Fund.

                                       18
<PAGE>

               (b)   In the event a Participant is no longer a member of an
eligible class of Employees and, becomes ineligible to participate but has not
incurred a 1-Year Break in Service, such Employee will participate immediately
upon returning to an eligible class of Employees. If such Participant incurs a
1-Year Break in Service: eligibility will be determined under the break in
service rules of the Plan.

         3.5   OMISSION OF ELIGIBLE EMPLOYEE

         If, in any Plan Year, any Employee who should be included as a
Participant in the Plan is erroneously omitted and discovery of such omission is
not made until after a contribution by his Employer for the year has been made,
the Employer shall make a subsequent contribution with respect to the omitted
Employee in the amount which the said Employer would have contributed with
respect to him had he not been omitted. Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any taxable
year under applicable provisions of the Code.

         3.6   INCLUSION OF INELIGIBLE EMPLOYEE

         If, in any Plan Year, any person who should not have been included as a
Participant in the Plan is erroneously included and discovery of such incorrect
inclusion is not made until after a contribution for the year has been made, the
Employer shall not be entitled to recover the contribution made with respect to
the ineligible person regardless of whether or not a deduction is allowable with
respect to such contribution. In such event, the amount contributed with respect
to the ineligible person shall constitute a Forfeiture (except for Deferred
Compensation which shall be distributed to the ineligible person) for the Plan
Year in which the discovery is made.

         3.7   ELECTION NOT TO PARTICIPATE

         An Employee may, subject to the approval of the Employer, elect
voluntarily not to participate in the Plan. The election not to participate must
be communicated to the Employer, in writing, at least thirty (30) days before
the beginning of a Plan Year.

                    ARTICLE IV - CONTRIBUTION AND ALLOCATION

         4.l   FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION

         For each Plan Year, the Employer shall contribute to the Plan:

               (a)   The amount of the total salary reduction elections of all
Participants made pursuant to Section 4.2(a), which amount shall be deemed an
Employer Elective Contribution.

               (b)   On behalf of each Participant who is eligible to share in
matching contributions for the Plan Year, a discretionary matching contribution
equal to a uniform percentage of each such Participant's Deferred Compensation,
the exact percentage, if any, to be determined each year by the Employer, which
amount, if any, shall be deemed an Employer Non-Elective Contribution.

               (c)   On behalf of each Non-Highly Compensated Participant and
Non-Key Employee who is eligible to share in the Qualified Non-Elective
Contribution for the Plan Year, a discretionary Qualified Non-Elective

                                       19
<PAGE>

Contribution equal to a uniform percentage of each eligible individual's
Compensation, the exact percentage, if any, to be determined each year by the
Employer. Any Employer Qualified Non-Elective Contribution shall be deemed an
Employer Elective Contribution.

               (d)   A discretionary amount, which amount, if any, shall be
deemed an Employer Non-Elective Contribution.

               (e)   Additionally, to the extent necessary, the Employer shall
contribute to the Plan the amount necessary to provide the top heavy minimum
contribution. All contributions by the Employer shall be made in cash.

         4.2   PARTICIPANT'S SALARY REDUCTION ELECTION

               (a)   Each Participant may elect to defer a portion of his
Compensation which would have been received in the Plan Year (except for the
deferral election) by up to the maximum amount which will not cause the Plan to
violate the provisions of Sections 4.5(a) and 4.9. A deferral election (or
modification of an earlier election) may not be made with respect to
Compensation which is currently available on or before the date the participant
executed such election. For purposes of this Section, Compensation shall be
determined prior to any reductions made pursuant to Code Sections 125,
402(e)(3), 402(h)(l)(B), 403(b) or 457(b), and Employee contributions described
in Code Section 414(h) (2) that are treated as Employer contributions .

         The amount by which Compensation is reduced shall be that Participant's
Deferred Compensation and be treated as an Employer Elective Contribution and
allocated to that Participant's Elective Account.

               (b)   The balance in each Participant's Elective Account shall be
fully Vested at all times and shall not be subject to Forfeiture for any reason.

               (c)   Notwithstanding anything in the Plan to the contrary,
amounts held in the Participant's Elective Account may not be distributable
earlier than:

                     (1)   a Participant's separation from service, or death;

                     (2)   a Participant's attainment of age 59 1/2;

                     (3)   the termination of the Plan without the establishment
or existence of a "successor plan." as that term is described in Regulation

                     (4)   the date of disposition by the Employer to an entity
that is not an Affiliated Employer of substantially all of the assets (within
the meaning of Code Section 409~d)(21) used in a trade or business of such
corporation if such corporation continues to maintain this Plan after the
disposition with respect to a Participant who continues employment with the
corporation acquiring such assets;

                     (5)   the date of disposition by the Employer or an
Affiliated Employer who maintains the Plan of its interest in a subsidiary
(within the meaning of Code Section 409(d)(3)) to an entity which is not an
Affiliated Employer but only with respect to a Participant who continues
employment with such subsidiary; or

                                       20
<PAGE>

                     (6)   the proven financial hardship of a Participant,
subject to the limitations of Section 6.10.

               (d)   For each Plan Year, a Participant's Deferred Compensation
made under this Plan and all other plans, contracts or arrangements of the
Employer maintaining this Plan shall not exceed, during any taxable year of the
Participant, the limitation imposed by Code Section 402(g), as in effect at the
beginning of such taxable year. If such dollar limitation is exceeded, a
Participant will be deemed to have notified the Administrator of such excess
amount which shall be distributed in a manner consistent with Section 4.2(f) The
dollar limitation shall be adjusted annually pursuant to the method provided in
Code Section 415(d) in accordance with Regulations.

               (e)   In the event a Participant has received a hardship
distribution from his Participant's Elective Account pursuant to Section 6.10(b)
or pursuant to Regulation 1.401(k)-l(d)(2) (iv)(B) from any other plan
maintained by the Employer, then such Participant shall not be permitted to
elect to have Deferred Compensation contributed to the Plan on his behalf for a
period of twelve (12) months following the receipt of the distribution.
Furthermore, the dollar limitation under Code Section 402(g) shall be reduced,
with respect to the Participant's taxable year following the taxable year in
which the hardship distribution was made, by the amount of such Participant's
Deferred Compensation, if any, pursuant to this Plan (and any other plan
maintained by the Employer) for the taxable year of the hardship distribution.

               (f)   If a Participant's Deferred Compensation under this Plan
together with any elective deferrals (as defined in Regulation 1.402(g)-l(b))
under another qualified cash or deferred arrangement (as defined in Code Section
401(k)): a simplified employee pension (as defined in Code Section 408(k)) a
salary reduction arrangement (within the meaning of Code section 3121(a)(5)(D)),
a deferred compensation plan under Code Section 457(b), or a trust described in
Code Section 501(c)(18) cumulatively exceed the limitation imposed by Code
Section 402(g) (as adjusted annually in accordance with the method provided in
Code Section 415(d) pursuant to Regulations) for such Participant's taxable
year, the Participant may, not later than March 1 following the close of the
Participant's taxable year, notify the Administrator in writing of such excess
and request that his Deferred Compensation under this Plan be reduced by an
amount specified by the Participant. In such event, the Administrator may direct
the Trustee to distribute such excess amount (and any Income allocable to such
excess amount) to the Participant not later than the first April 15th following
the close of the Participant's taxable year. Any distribution of less than the
entire amount of Excess Deferred Compensation and Income shall be treated as a
pro rata distribution of Excess Deferred Compensation and Income. The amount
distributed shall not exceed the Participant's Deferred Compensation under the
plan for the taxable year (and any Income allocable to such excess amount). Any
distribution on or before the last day of the Participant's taxable year must
satisfy each of the following conditions:

                     (1)   the distribution must be made after the date on which
the Plan received the Excess Deferred Compensation;

                     (2)   the Participant shall designate the distribution as
Excess Deferred Compensation; and

                                       21
<PAGE>

                     (3)   the plan must designate the distribution as a
distribution of Excess Deferred Compensation.

         Matching contributions which relate to Excess Deferred Compensation
which is distributed pursuant to this Section 4.2(f) shall be forfeited.

               (g)   Notwithstanding Section 4.2(f) above, a Participant's
Excess Deferred Compensation shall be reduced, but not below zero, by any
distribution of Excess Contributions pursuant to Section 4.6(a) for the Plan
Year beginning with or within the taxable year of the Participant.

               (h)   At Normal Retirement Date, or such other date when the
Participant shall be entitled to receive benefits, the fair market value of the
Participant's Elective Account shall be used to provide additional benefits to
the Participant or his Beneficiary.

               (i)   Employer Elective Contributions made pursuant to this
Section may be segregated into a separate account for each Participant in a
federally insured savings account, certificate of deposit in a bank or savings
and loan association, money market certificate, or other short-term debt
security acceptable to the Trustee until such time as the allocations pursuant
to Section 4.4 have been made.

               (j)   The Employer and the Administrator shall implement the
salary reduction elections provided for herein in accordance with the following:

                     (1)   A Participant must make his initial salary deferral
election within a reasonable time, not to exceed thirty (30) days, after
entering the Plan pursuant to Section 3.2. If the Participant fails to make an
initial salary deferral election within such time, then such Participant may
thereafter make an election in accordance with the rules governing
modifications. The Participant shall make such an election by entering into a
written salary reduction agreement with the Employer and filing such agreement
with the Administrator. Such election shall initially be effective beginning
with the pay period following the acceptance of the salary reduction agreement
by the Administrator, shall not have retroactive effect and shall remain in
force until revoked.

                     (2)   A Participant may modify a prior election during the
Plan Year and concurrently make a new election by filing a written notice with
the Administrator within a reasonable time before the pay period for which such
modification is to be effective. However, modifications to a salary deferral
election shall only be permitted quarterly, during election periods established
by the Administrator prior to the first day of each Plan Year quarter. Any
modification shall not have retroactive effect and shall remain in force until
revoked.

                     (3)   A Participant may elect to prospectively revoke his
salary reduction agreement in its entirety at any time during the Plan Year by
providing the Administrator with thirty (30) days written notice of such
revocation (or upon such shorter notice period as may be acceptable to the
Administrator). Such revocation shall become effective as of the beginning of
the first pay period coincident with or next following the expiration of the
notice period. Furthermore, the termination of the Participant's employment, or
the cessation of participation for any reason, shall be deemed to revoke any
salary reduction agreement then in effect, effective immediately following the
close of the pay period within which such termination or cessation occurs.

                                       22
<PAGE>

         4.3   TIME OF PAYMENT OF EMPLOYER CONTRIBUTION

         The Employer shall generally pay to the Trustee its contribution to the
Plan for each Plan Year within the time prescribed by law, including extensions
of time, for the filing of the Employer federal income tax return for the Fiscal
Year.

         However, Employer Elective Contributions accumulated through payroll
deductions shall be paid to the Trustee as of the earliest date on which such
contributions can reasonably be segregated from the Employer general assets, hut
in any event within ninety (90) days from the date on which such amounts would
otherwise have been payable to the Participant in cash. The provisions of
Department of Labor regulations 2510.3-102 are incorporated herein by reference.
Furthermore, any additional Employer contributions which are allocable to the
Participant's Elective Account for a Plan Year shall be paid to the Plan no
later than the twelve-month period immediately following the close of such Plan
Year.

         4.4   ALLOCATION OF CONTRIBUTION. FORFEITURES AND EARNINGS

               (a)   The Administrator shall establish and maintain an account
in the name of each Participant to which the Administrator shall credit as of
each Anniversary Date all amounts allocated to each such Participant as set
forth herein.

               (b)   The Employer shall provide the Administrator with all
information required by the Administrator to make a proper allocation of the
Employer contributions for each Plan Year. Within a reasonable period of time
after the date of receipt by the Administrator of such information, the
Administrator shall allocate such contribution as follows:

                     (1)   With respect to the Employer Elective Contribution
made pursuant to Section 4.l(a), to each Participant's Elective Account in an
amount equal to each such Participant's Deferred Compensation for the year.

                     (2)   With respect to the Employer Non-Elective
Contribution made pursuant to Section 4.l(b), to each Participant's Account in
accordance with Section 4.l(b)

         Only Participants who have completed a Year of Service during the Plan
Year and are actively employed on the last day of the Plan Year shall be
eligible to share in the matching contribution for the year.

                     (3)   with respect to the Employer Qualified Non-Elective
Contribution made pursuant to Section 4.l(c), to each Participant's Elective
Account when used to satisfy the "Actual Deferral Percentage" tests or
Participant's Account in accordance with Section 4.l(c)

         Only Non-Highly Compensated Participants and Non-Key Employees who have
completed a Year of Service during the Plan Year and are actively employed on
the last day of the Plan Year shall be eligible to share in the Qualified
Non-Elective Contribution for the year.

                     (4)   With respect to the Employer Non-Elective
Contribution made pursuant to Section 4.lid), to each Participant's Account; in
the same proportion that each such Participant's Compensation for the year bears
to the total Compensation of all Participants for such year.

                                       23
<PAGE>

         Only Participants who have completed a Year of Service during the Plan
Year and are actively employed on the last day of the Plan Year shall be
eligible to share in the discretionary contribution for the year.

               (c)   As of each Anniversary Date any amounts which became
Forfeitures since the last Anniversary Date shall first be made available to
reinstate previously forfeited account balances of Former Participants, if any,
in accordance with Section 6.4(g)(2) The remaining Forfeitures, if any, shall be
allocated to Participants' Accounts in the following manner :

                     (1)   Forfeitures attributable to Employer matching
contributions made pursuant to Section 4.l(b) shall be allocated among the
Participants' Accounts in the same proportion that each such Participant's
Compensation for the year bears to the total Compensation of all Participants
:or the year.

         Except, however, Participants who are not eligible to share in matching
contributions (whether or not a deferral election was made or suspended pursuant
to Section 4.2(e) for a plan Year shall not share in Plan Forfeitures
attributable to Employer matching contributions for that year.

                     (2)   Forfeitures attributable to Employer discretionary
contributions made pursuant to Section 4.l(b) shall be allocated among the
Participants' Accounts of Participants otherwise eligible to share in the
allocation or discretionary contributions for the year in the same proportion
that each such Participant's Compensation for the year bears to the total
Compensation of all such Participants for the year.

         Provided, however, that in the event the allocation of Forfeitures
provided herein shall cause the "annual addition" (as defined in Section 4.9) to
any Participant's Account to exceed the amount allowable by the Code, the excess
shall be reallocated in accordance with Section 4.10.

               (d)   For any Top Heavy Plan Year, Non-Key Employees not
otherwise eligible to share in the allocation of contributions and Forfeitures
as provided above, shall receive the minimum allocation provided for in Section
4.4(f) if eligible pursuant to the provisions of Section 4.4(h)

               (e)   As of each Valuation Date, before allocation of one-half of
the employer contributions for the entire Plan Year and after allocation of
Forfeitures, any earnings or losses (net appreciation or net depreciation) of
the Trust Fund shall be allocated in the same proportion that each Participant's
and Former Participant's nonsegregated accounts bear to the total of all
Participants' and Former Participants' nonsegregated accounts as of such date.
Earnings or losses which respect to a Participant's Directed Account shall be
allocated in accordance with Section 4.12.

         Participants' transfers from other qualified plans deposited in the
general Trust Fund shall share in any earnings and losses (net appreciation or
net depreciation) of the Trust Fund in the same manner provided above. Each
segregated account maintained on behalf of a Participant shall be credited or
charged with its separate earnings and losses.

               (f)   Minimum Allocations Required for Top Heavy Plan Years:
Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the
Employer contributions and Forfeitures allocated to the Participant's Combined
Account of each Non-Key Employee shall be equal to at least three percent (3%)
of such Non-Key Employee's "415 Compensation" (reduced by contributions and
forfeitures, if any, allocated to each Non-Key Employee in any defined

                                       24
<PAGE>

contribution plan included with this plan in a Required Aggregation Group).
However, if (1) the sum of the Employer contributions and Forfeitures allocated
to the Participant's Combined Account of each Key Employee for such Top Heavy
Plan Year is less than three percent (3%) of each Key Employee's "415
Compensation" and (2) this Plan is not required to be included in an Aggregation
Group to enable a defined benefit plan to meet the requirements of Code Section
401(a)(4) or 410 the sum of the Employer contributions and Forfeitures allocated
to the Participant's Combined Account of each Non-Key Employee shall be equal to
the largest percentage allocated to the Participant's Combined Account of any
Key Employee. However, in determining whether a Non-Key Employee has received
the required minimum allocation, such Non-Key Employee's Deferred Compensation
and matching contributions needed to satisfy the "Actual Contribution
Percentage" tests pursuant to Section 4.7(a) shall not be taken into account.

         However, no such minimum allocation shall be required in this Plan for
any Non-Key Employee who participates in another defined contribution plan
subject to Code Section 412 included with this Plan in a Required Aggregation
Group.

               (g)   For purposes of the minimum allocations set forth above,
the percentage allocated to the Participant's Combined Account of any Key
employee shall be equal to the ratio of the sum of the Employer contributions
and Forfeitures allocated on behalf of such Key Employee divided by the "415
Compensation" for such Key Employee.

               (h)   For any Top Heavy Plan Year, the minimum allocations set
forth above shall be allocated to the Participant's Combined Account of all
Non-Key Employees who are Participants and who are employed by the Employer on
the last day of the Plan Year, including Non-Key Employees who have (1) failed
to complete a Year of Service; and (2) declined to make mandatory contributions
(If required) or, in the case of a cash or deferred arrangement, elective
contributions to the Plan.

               (i)   For the purposes of this Section, "415 Compensation" shall
be limited to $150.000. Such amount shall be adjusted for increases in the cost
of living in accordance with Code Section 401(a)(17), except that the dollar
increase in effect on January 1 of any calendar year shall be effective for the
Plan Year beginning with or within such calendar year. For any short Plan Year
the "415 Compensation" limit shall be an amount equal to the "415 Compensation"
limit for the calendar year in which the Plan Year begins multiplied by the
ratio obtained by dividing the number of full months in the short Plan Year by
twelve (12).

               (j)   Notwithstanding anything herein to the contrary,
Participants who terminated employment for any reason during the Plan Year shall
share in the salary reduction contributions made by the Employer for the year of
termination without regard to the Hours of Service credited.

               (k)   If a Former Participant is reemployed after five(5)
consecutive i-Year Breaks in Service, then separate accounts shall be maintained
as follows:

                     (1)   one account for nonforfeitable benefits attributable
to pre-break service; and

                     (2)   one account representing his status in the Plan
attributable to post-break service.

                                       25
<PAGE>

         4.5   ACTUAL DEFERRAL PERCENTAGE TESTS

               (a)   Maximum Annual Allocation: For each Plan Year, the annual
allocation derived from Employer Elective Contributions to a Particioant's
Elective Account shall satisfy one of the following tests:

                     (1)   The "Actual Deferral Percentage" for the Highly
Compensated Participant group shall not be more than the "Actual Deferral
Percentage" of the Non-Highly Compensated Participant group multiplied by 1.25,
or

                     (2)   The excess of the "Actual Deferral Percentage" for
the Highly Compensated Participant group over the "Actual Deferral Percentage"
for the Non-Highly Compensated Participant group shall not be more than two
percentage points. Additionally, the "Actual Deferral Percentage" for the Highly
Compensated Participant group shall not exceed the "Actual Deferral Percentage"
for the Non-Highly Compensated Participant group multiplied by 2. The provisions
of Code Section 401(k)(3) and Regulation l.a0l(k)-l(b) are incorporated herein
by reference.

         However, in order to prevent the multiple use of the alternative method
described in (2) above and in Code Section 401(m)(9)(A), any Highly Compensated
Participant eligible to make elective deferrals pursuant to Section 4.2 and to
make Employee contributions or to receive matching contributions under this Plan
or under any other plan maintained by the Employer or an Affiliated Employer
shall have a combination of his actual deferral ratio and his actual
contribution ratio reduced pursuant to Section 4.6(a) and Regulation 1.401(n)-2,
the provisions of which are incorporated herein by reference.

               (b)   For the purposes of this Section "Actual Deferral
Percentage" means, with respect to the Highly Compensated Participant group and
Non-Highly Compensated Participant group for a Plan Year, the average of the
ratios, calculated separately for each Participant in such group, of the amount
of Employer Elective Contributions allocated to each Participant's Elective
Account for such Plan Year, to such Participant's "414(s) Compensation" for such
Plan Year. The actual deferral ratio for each Participant and the "Actual
Deferral Percentage" for each group shall be calculated to the nearest
one-hundredth of one percent Employer Elective Contributions allocated to each
Non-Highly Compensated Participant's Elective Account shall be reduced by Excess
Deferred Compensation to the extent such excess amounts are made under this Plan
or any other plan maintained by the Employer.

               (c)   For the purpose of determining the actual deferral ratio of
a Highly Compensated Employee who is subject to the Family Member aggregation
rules of Code Section 414(q)(6) because such Participant is either a "five
percent owner" of the Employer or one of the ten (10) Highly Compensated
Employees paid the greatest "415 Compensation" during the year, the following
shall apply:

                     (1)   The combined actual deferral ratio for the family
group (which shall be treated as one Highly Compensated Participant) shall be
determined by aggregating Employer Elective Contributions and "414(s)
Compensation" of all eligible Family Members (including Highly Compensated
Participants). However, in applying the $150,000 limit to "414(s) Compensation,"
Family Members shall include only the affected Employee's spouse and any lineal
descendants who have not attained age 19 before the close of the Plan Year.

                                       26
<PAGE>

                     (2)   The Employer Elective Contributions and "414(s)
Compensation" of all Family Members shall be disregarded for purposes of
determining the "Actual Deferral Percentage" of the Non-Highly Compensated
Participant group except to the extent taken into account in paragraph (1)
above.

                     (3)   If a Participant is required, to be aggregated as a
member of more than one family group in a plan, all Participants who are members
of those family groups that include the Participant are aggregated as one family
group in accordance with paragraphs (1) and (2) above.

               (d)   For the purposes of Sections 4.5(a) and 4.6, a Highly
Compensated Participant and a Non-Highly Compensated Participant shall include
any Employee eligible to make a deferral election pursuant to Section 4.2,
whether or not such deferral election was made or suspended pursuant to Section
4.2.

               (e)   For the purposes of this Section and Code Sections
401(a)(4), 410(b) and 401(k), if two or more plans which include cash or
deferred arrangements are considered one plan for the purposes of Code Section
401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash or
deferred arrangements included in such plans shall be treated as one
arrangement. In addition: two or more cash or deferred arrangements may be
considered as a single arrangement for purposes of determining whether or not
such arrangements satisfy Code Sections 401(a)(4), 410(b) and 401(k). In such a
case, the cash or deferred arrangements included in such plans and the plans
including such arrangements shall be treated as one arrangement and as one plan
for purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(k)
Plans may be aggregated under this paragraph (e) only if they have the same plan
year.

         Notwithstanding the above, an employee stock ownership plan described
in Code Section 9975(e)(7) or 409 may not be combined with this Plan for
purposes of determining whether the employee stock ownership plan or this Plan
satisfies this Section and Code Sections 401(a) (4), 410 (b) and 401(k)

               (f)   For the purposes of this Section, if a Highly Compensated
Participant is a participant under two or more cash or deferred arrangements
(other than a cash or deferred arrangement which is part of an employee stock
ownership plan as defined in Code Section a975(e)(7) or 409) of the Employer or
an Affiliated Employer, all such cash or deferred arrangements shall be treated
as one cash or deferred arrangement for the purpose of determining the actual
deferral ratio with respect to such Highly Compensated Participant. However, if
the cash or deferred arrangements have different plan years, this paragraph
shall be applied by treating all cash or deferred arrangements ending with or
within the same calendar year as a single arrangement.

         4.6   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS

         In the event that the initial allocations of the Employer Elective
Contributions made pursuant to Section 4.4 do not satisfy one of the tests set
forth in Section 4.5(a), the Administrator shall adjust Excess Contributions
pursuant to the options set forth below:

               (a)   On or before the fifteenth day of the third month following
the end of each Plan Year, the Highly Compensated Participant having the highest
actual deferral ratio shall have his portion of Excess Contributions distributed
to him until one of the tests set forth in Section 4.5(a) is satisfied, or until

                                       27
<PAGE>

his actual deferral ratio equals the actual deferral ratio of the Highly
Compensated Participant having the second highest actual deferral ratio. This
process shall continue until one of the tests set forth in Section 4.5(a) is
satisfied. For each Highly Compensated Participant, the amount of Excess
Contributions is equal to the Elective Contributions used to satisfy the "Actual
Deferral Percentage" tests on behalf of such Highly Compensated Participant
(determined prior to the application of this paragraph) minus the amount
determined by multiplying the Highly Compensated Participant's actual deferral
ratio (determined after application of this paragraph) by his "414(s)
Compensation. " However, in determining the amount of Excess Contributions to be
distributed with respect to an affected Highly Compensated Participant as
determined herein, such amount shall be reduced pursuant to Section 4.2(f) by
any Excess Deferred Compensation previously distributed to such affected Highly
Compensated Participant for his taxable year ending with or within such Plan
Year.

                     (1)   with respect to the distribution of Excess
Contributions pursuant to (a) above, such Distribution:

                           (i)   may be postponed but not later than the close
of the Plan Year following the Plan Year to which they are allocable;

                           (ii)  shall be adjusted for Income; and

                           (iii) shall be designated by the Employer as a
distribution of Excess Contributions (and Income)

                     (2)   Any distribution of less than the entire amount of
Excess Contributions shall be treated as a pro rata distribution of Excess
Contributions and Income.

                     (3)   The determination and correction of Excess
Contributions of a Highly Compensated Participant whose actual deferral ratio is
determined under the family aggregation rules shall be accomplished by reducing
the actual deferral ratio as required herein, and the Excess Contributions for
the family unit shall then be allocated among the Family Members in proportion
to the Elective Contributions of each Family Member that were combined to
determine the group actual deferral ratio.

                     (4)   Matching contributions which relate to Excess
Contributions shall be forfeited unless the related matching contribution is
distributed as an Excess Aggregate Contribution pursuant to Section 4.8.

               (b)   Within twelve (12) months after the end of the Plan Year,
the Employer may make a special Qualified Non-Elective Contribution On behalf of
Non-Highly Compensated Participants electing salary reductions pursuant to
Section 4.2 in an amount sufficient to satisfy one of the tests set forth in
Section 4.5(a). Such contribution shall be allocated to the Participant's
Elective Account of each Non-Highly Compensated Participant electing salary
reductions pursuant to Section 4.2 in the same proportion that each such
Non-Highly Compensated Participant's Deferred Compensation for the year bears to
the total Deferred Compensation of all such Non-Highly Compensated Participants.

               (c)   If during a Plan Year the projected aggregate amount of
Elective Contributions to be allocated to all Highly Compensated Participants
under this Plan would, by virtue of the tests set forth in Section 4.5(a), cause
the Plan to fail such tests, then the Administrator may automatically reduce

                                       28
<PAGE>

proportionately or in the order provided in Section 4.6(a) each affected Highly
Compensated Participant's deferral election made pursuant to Section 4.2 by an
amount necessary to satisfy one of the tests set forth in Section 4.5(a)

         4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a)   The "Actual Contribution Percentage" for the Highly
Compensated Participant group shall not exceed the greater of:

                     (1)   125 percent of such percentage for the Non-Highly
Compensated Participant group; or

                     (2)   the lesser of 200 percent of such percentage for the
Non-Highly Compensated Participant group, or such percentage for the Non-Highly
Compensated Participant group plus 2 percentage points. However, to prevent the
multiple use of the alternative method described in this paragraph and Code
Section 401(m)(9)(A), any Highly Compensated Participant eligible to make
elective deferrals pursuant to Section 4.2 or any other cash or deferred
arrangement maintained by the Employer or an Affiliated Employer and to make
Employee contributions or to receive matching contributions under this Plan or
under any plan maintained by the Employer or an Affiliated Employer shall have a
combination of his actual deferral ratio and his actual contribution ratio
reduced pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The provisions of
Code Section 40l(m) and Regulations 1.401(m)-l(b) and 1.401(m)-2 are
incorporated herein by reference.

               (b)   For the purposes of this Section and Section 4.8, "Actual
Contribution Percentage" for a Plan Year means, with respect to the Highly
Compensated Participant group and Non-Highly Compensated Participant group, the
average of the ratios (calculated separately for each Participant in each group)
of:

                     (1)   the sum of Employer matching contributions made
pursuant to Section 4.l(b) on behalf of each such Participant for such Plan
Year; to

                     (2)   the Participant's "414(s) Compensation" for such Plan
Year.

               (c)   For purposes of determining the "Actual Contribution
Percentage" and the amount of Excess Aggregate Contributions pursuant to Section
4.8(d), only Employer matching contributions contributed to the Plan prior to
the end of the succeeding Plan Year shall be considered. In addition, the
Administrator may elect to take into account, with respect to Employees eligible
to have Employer matching contributions pursuant to Section 4.l(b) allocated to
their accounts, elective deferrals (as defined in Regulation 1.402(g)-l(b)) and
qualified non-elective contribution (as defined in Code Section 401(m)(4)(C))
contributed to any plan maintained by the Employer. Such elective deferrals and
qualified non-elective contributions shall be treated as Employer matching
contributions subject to Regulation 1.401(m)-l(b)(5) which is incorporated
herein by reference. However, the Plan Year must be the same as the plan year of
the plan to which the elective deferrals and the qualified non-elective
contributions are made.

               (d)   For the purpose of determining the actual contribution
ratio of a Highly Compensated Employee who is subject to the Family Member
aggregation rules of Code Section 414(q)(6) because such Employee is either a
"five percent owner" of the Employer or one of the ten (10) Highly Compensated
Employees paid the greatest "415 Compensation" during the year, the following
shall apply:

                                       29
<PAGE>

                     (1)   The combined actual contribution ratio for the family
group (which shall be treated as one Highly Compensated Participant) shall be
determined by aggregating Employer matching contributions made pursuant to
Section 4.l(b) and "414(s) Compensation" of all eligible Family Members
(including Highly Compensated Participants). However, in applying the $150,000
limit to "414(s) Compensation", Family Members shall include only the affected
Employee's spouse and any lineal descendants who have not attained age 19 before
the close of the Plan Year.

                     (2)   The Employer matching contributions made pursuant to
Section 4.l(b) and "414(s) Compensation" of all Family Members shall be
disregarded for purposes of determining the "Actual Contribution Percentage" of
the Non-Highly Compensated Participant group except to the extent taken into
account in paragraph (1)above.

                     (3)   If a Participant is required to be aggregated as a
member of more than one family group in a plan, all Participants who are members
of those family groups that include the Participant are aggregated as one family
group in accordance with paragraphs (ii and (2) above.

               (e)   For purposes of this Section and Code Sections 40l(a)(4),
410(b) and 401(m), if two or more plans of the Employer to which matching
contributions, Employee contributions, or both, are made are treated as one plan
for purposes of Code Sections 401(a)(4) or 410(b) (other than the average
benefits test under Code Section 410(b)(2)(A)(ii)), such plans shall be treated
as one plan. In addition, two or more plans of the Employer to which matching
contributions, Employee contributions, or both, are made may be considered as a
single plan for purposes of determining whether or not such plans satisfy Code
Sections 401(a)(4), 410(b) and 401(m). In such a case, the aggregated plans must
satisfy this Section and Code Sections 401(a)(4), 410(b) and 401(m) as though
such aggregated plans were a single plan. Plans may be aggregated under this
paragraph (e) only if they have the same plan year.

         Notwithstanding the above, an employee stock ownership plan described
in Code Section 4975(e)(7) or 409 may not be aggregated with this Plan for
purposes of determining whether the employee stock ownership plan or this Plan
satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).

               (f)   If a Highly Compensated Participant is a Participant under
two or more plans (other than an employee stock ownership plan as defined in
Code Section 4975(e)(7) or 409) which are maintained by the Employer or an
Affiliated Employer to which matching contributions, Employee contributions, or
both, are made, all such contributions on behalf of such Highly Compensated
Participant shall be aggregated for purposes of determining such Highly
Compensated Participant's actual contribution ratio. However, if the plans have
different plan years, this paragraph shall be applied by treating all plans
ending with or within the same calendar year as a single plan.

               (g)   For purposes of Sections 4.7(a) and 4.8, a Highly
Compensated Participant and Non-Highly Compensated Participant shall include any
Employee eligible to have Employer matching contributions pursuant to Section
4.l(b) (whether or not a deferral election was made or suspended pursuant to
Section 4.2(e)) allocated to his account for the Plan Year.

                                       30
<PAGE>

         4.8   ADJUSTMENT TD ACTUAL CONTRIBUTION PERCENTAGE TESTS

               (a)   In the event that the "Actual Contribution Percentage" for
the Highly Compensated Participant group exceeds the "Actual Contribution
Percentage" for the Non-Highly Compensated Participant group pursuant to Section
4.7(a), the Administrator (on or before the fifteenth day of the third month
following the end of the Plan Year, but in no event later than the close of the
following Plan Year) shall direct the Trustee to distribute to the Highly
Compensated Participant having the highest actual contribution ratio: his Vested
portion of Excess Aggregate Contributions (and income allocable to such
contributions) and, if forfeitable, forfeit such non-vested Excess Aggregate
Contributions attributable to Employer matching contributions (and Income
allocable to such forfeitures) until either one of the tests set forth in
Section 4.7(a) is satisfied, or until his actual contribution ratio equals the
actual contribution ratio of the Highly Compensated Participant having the
second highest actual contribution ratio. This process shall continue until one
of the tests set forth in Section n_.7(a) is satisfied.

         If the correction of Excess Aggregate Contributions attributable to
Employer matching contributions is not in proportion to the Vested and
non-Vested portion of such contributions, then the Vested portion of the
Participant's Account attributable to Employer matching contributions after the
correction shall be subject to Section 6.5(q)

               (b)   Any distribution and/or forfeiture of less than the entire
amount of Excess Aggregate Contributions (and Income) shall be treated as a pro
rata distribution and/or forfeiture of Excess Aggregate Contributions and
Income. Distribution of Excess Aggregate Contributions shall be designated by
the employer as a distribution of Excess Aggregate Contributions (and Income).
Forfeitures of Excess Aggregate Contributions shall be treated in accordance
with Section 4.4. However, no such forfeiture may be allocated to a Highly
Compensated Participant whose contributions are reduced pursuant to this
Section.

               (c)   Excess Aggregate Contributions, including forfeited
matching contributions, shall be treated as Employer contributions for purposes
of Code Sections 404 and 415 even if distributed from the Plan.

         Forfeited matching contributions that are reallocated to Participants'
Accounts for the Plan Year in which the forfeiture occurs shall be treated as an
"annual addition" pursuant to Section 4.9(b) for the Participants to whose
Accounts they are reallocated and for the Participants from whose Accounts they
are forfeited.

               (d)   For each Highly Compensated Participant, the amount of
Excess Aggregate Contributions is equal to the Employer matching contributions
made pursuant to Section 4.l(b) and any qualified non-elective contributions or
elective deferrals taken into account pursuant to Section 4.7(c) on behalf of
the Highly Compensated Participant (determined prior to the application of this
paragraph) minus the amount determined by multiplying the Highly Compensated
Participant's actual contribution ratio (determined after application of this
paragraph) by his "414(s) Compensation." The actual contribution ratio must be
rounded to the nearest one-hundredth of one percent. In no case shall the amount
of Excess Aggregate Contribution with respect to any Highly Compensated
Participant exceed the amount of Employer matching contributions made pursuant
to Section 4.l(b) and any qualified non-elective contributions or elective
deferrals taken into account pursuant to Section 4.7(c) on behalf of such Highly
Compensated Participant for such Plan Year.

                                       31
<PAGE>

               (e)   The determination of the amount of Excess Aggregate
Contributions with respect to any Plan Year shall be made after first
determining the Excess Contributions, if any, to be treated as voluntary
Employee contributions due to recharacterization for the plan year of any other
qualified cash or deferred arrangement (as defined in Code Section 401(k))
maintained by the Employer that ends with or within the Plan Year.

               (f)   If the determination and correction of Excess Aggregate
Contributions of a Highly Compensated Participant whose actual contribution
ratio is determined under the family aggregation rules, then the actual
contribution ratio shall be reduced and the Excess Aggregate Contributions for
the family unit shall be allocated among the Family Members in proportion to the
sum of Employer matching contributions made pursuant to Section 4.l(b) and any
qualified non-elective contributions or elective deferrals taken into account
pursuant to Section 6.7(c) of each Family Member that were combined to determine
the group actual contribution ratio.

               (g)   If during a Plan Year the projected aggregate amount of
Employer matching contributions to be allocated to all Highly Compensated
Participants under this Plan would, by virtue of the tests set forth in Section
4.7(a), cause the Plan to fail such tests, then the Administrator may
automatically reduce proportionately or in the order provided in Section 4.8(a)
each effected Highly Compensated Participant's projected share of such
contributions by an amount necessary to satisfy one of the tests set forth in
Section 4.7(a)

               (h)   Notwithstanding the above, within twelve (12) months after
the end of the Plan Year, the Employer may make a special Qualified Non-Elective
Contribution on behalf of Non-Highly Compensated Participants in an amount
sufficient to satisfy one of the tests set forth in Section 4.7(a). Such
contribution shall be allocated to the Participant's Account of each Non-Highly
Compensated Participant in the same proportion that each Non-Highly Compensated
Participant's Compensation for the year bears to the total Compensation of all
Non-Highly Compensated Participants. A separate accounting of any special
Qualified Non-Elective Contribution shall be maintained in the Participant's
Account.

         4.9   MAXIMUM ANNUAL ADDITIONS

               (a)   Notwithstanding the foregoing, the maximum "annual
additions" credited to a Participant's accounts for any "limitation year" shall
equal the lesser of: (1) $30,000 adjusted annually as provided in Code Section
415(d) pursuant to the Regulations, or (2) twenty-five percent (25%) of the
Participant's "415 Compensation" for such "limitation year." For any short
"limitation year," the dollar limitation in (1) above shall be reduced by a
fraction, the numerator of which is the number of full months in the short
"limitation year" and the denominator of which is twelve (12)

               (b)   For purposes of applying the limitations of Code Section
415, "annual additions" means the sum credited to a Participant's accounts for
any "limitation year" of (1) Employer contributions. (2) Employee contributions,
(3) forfeitures, (4) amounts allocated, after March 31, 1984, to an individual
medical account, as defined in Code Section 415(1)(2) which is part of a pension
or annuity plan maintained by the Employer and (5) amounts derived from
contributions paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement medical benefits
allocated to the separate account of a key employee (as defined in Code Section
419A(d)(3)) under a welfare benefit plan (as defined in Code Section 419(e))
maintained by the employer. Except however, the "415 Compensation" percentage
limitation referred to in paragraph (a)(2) above shall not apply to: (1) any
contribution for medical benefits (within the meaning of Code Section

                                       32
<PAGE>

419A(f)(2)) after separation from service which is otherwise treated as an
"annual addition," or (2) any amount otherwise treated as an "annual addition"
under Code Section 415(1)(1)

               (c)   For purposes of applying the limitations of Code Section
415, the transfer of funds from one qualified plan to another is not an "annual
addition." In addition, the following are not Employee contributions for the
purposes of Section 4.9(b)(2): (1) rollover contributions (as defined in Code
Sections 402(f) (6), 403(a) (4), 403(b)(8) and 408(d)(3)); (2) repayments of
loans made to a Participant from the Plan; (3) repayments of distributions
received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4)
repayments of distributions received by an Employee pursuant to Code Section
411(a)(3)(D) (mandatory contributions); and (5) Employee contributions to a
simplified employee pension excludable from gross income under Code Section
408(k)(6)

               (d)   For purposes of applying the limitations of Code Section
415, the "limitation year" shall be the Plan Year.

               (e)   For the purpose of this Section, all qualified defined
contribution plans (whether terminated or not) ever maintained by the Employer
shall be treated as one defined contribution plan.

               (f)   For the purpose of this Section, if the Employer is a
member of a controlled group of corporations, trades or businesses under common
control (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as
modified by Code Section 415(h)), is a member of an affiliated service group (as
defined by Code Section 414(m)), or is a member of a group of entities required
to be aggregated pursuant to Regulations under Code Section 414(o), all
Employees of such Employers shall be considered to be employed by a single
Employer.

               (g)   For the purpose of this Section, if this Plan is a Code
Section 413(c) plan, each Employer who maintains this Plan will be considered to
be a separate Employer.

               (h)   (l)   If a Participant participates in more than one
defined contribution plan maintained by the Employer which have different
Anniversary Dates, the maximum "annual additions" under this Plan shall equal
the maximum "annual additions" for the "limitation year" minus any "annual
additions" previously credited to such Participant's accounts during the
"limitation year."

                     (2)   If a Participant participates in both a defined
contribution plan subject to Code Section 412 end a defined contribution plan
not subject to Code Section 412 maintained by the Employer which have the same
Anniversary Date, "annual additions" will be credited to the Participant's
accounts under the defined contribution plan subject to Code Section 412 prior
to crediting "annual additions" to the Participant's accounts under the defined
contribution plan not subject to Code Section 412.

                     (3)   If a Participant participates in more than one
defined contribution plan not subject to Code Section 412 maintained by the
Employer which have the same Anniversary Date, the maximum "annual additions"
under this Plan shall equal the product of 1A) the maximum "annual additions"
for the "limitation year" minus any "annual additions" previously credited under
subparagraphs (1) or (2) above, multiplied by (B) a fraction (i) the numerator

                                       33
<PAGE>

of which is the "annual additions" which would be credited to such Participant's
accounts under this Plan without regard to the limitations of Code Section 415
and (ii) the denominator of which is such "annual additions" for all plans
described in this subparagraph.

               (i)   Notwithstanding anything contained in this Section to the
contrary, the limitations, adjustments and other requirements prescribed in this
Section shall at all times comply with the provisions of Code Section 415 and
the Regulations thereunder, the terms of which are specifically incorporated
herein by reference.

         4.10  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

               (a)   If, as a result of the allocation of Forfeitures, a
reasonable error in estimating a Participant's Compensation, a reasonable error
in determining the amount of elective deferrals (within the meaning of Code
Section 402(g)(3)1 that may be made with respect to any Participant under the
limits of Section 4.9 or other facts and circumstances to which Regulation
1.415-6(b)(6) shall be applicable, the "annual additions" under this Plan would
cause the maximum "annual additions" to be exceeded for any Participant, the
Administrator shall (1) distribute any elective deferrals (within the meaning of
Code Section 402(g)(3)) or return any Employee contributions (whether voluntary
or mandatory), and for the distribution of gains attributable to those elective
deferrals and Employee contributions, to the extent that the distribution or
return would reduce the "excess amount" in the Participant's accounts (2) hold
any "excess amount" remaining after the return of any elective deferrals or
voluntary Employee contributions in a "Section 415 suspense account" (3) use the
"Section 415 suspense account" in the next "limitation year" (and succeeding
"limitation years" if necessary) to reduce Employer contributions for that
Participant if that Participant is covered by the Plan as of the end of the
"limitation year," or if the Participant is not so covered, allocate and
reallocate the "Section 415 suspense account" in the next "limitation year" (and
succeeding "limitation years" if necessary) to all Participants in the Plan
before any Employer or Employee contributions which would constitute "annual
additions" are made to the Plan for such "limitation year" (4) reduce Employer
contributions to the Plan for such "limitation year" by the amount of the
"Section 415 suspense account" allocated and reallocated during such "limitation
year."

               (b)   For purposes of this Article, "excess amount" for any
Participant for a "limitation year" shall mean the excess, if any, of (1) the
"annual additions" which would be credited to his account under the terms of the
Plan without regard to the limitations of Code Section 415 over (2) the maximum
"annual additions" determined pursuant to Section 4.9.

               (c)   For purposes Of this Section, "Section 415 suspense
account" shall mean an unallocated account equal to the sum of "excess amounts"
for all Participants in the Plan during the "limitation year." The "Section 415
suspense account" shall not share in any earnings or losses of the Trust Fund.

         4.11  TRANSFERS FROM QUALIFIED PLANS

               (a)   With the consent of the Administrator, amounts may be
transferred from other qualified plans by Eligible Employees, provided that the
trust from which such funds are transferred permits the transfer to be made and
the transfer will not jeopardize the tax exempt status of the Plan or Trust or
create adverse tax consequences for the Employer. The amounts transferred shall

                                       34
<PAGE>

be set up in a separate account herein referred to as a "Participant's Rollover
Account." Such account shall be fully Vested at all times and shall not be
subject to Forfeiture for any reason.

               (b)   Amounts in a Participant's Rollover Account shall be held
by the Trustee pursuant to the provisions of this Plan and may not be withdrawn
by, or distributed to the Participant, in whole or in part, except as provided
in paragraphs (c) and (d) of this Section.

               (c)   Except as permitted by Regulations (including Regulation
1.411(d)-4), amounts attributable to elective contributions (as defined in
Regulation 1.401(k)-l(g) (3)), including amounts treated as elective
contributions, which are transferred from another qualified plan in a
plan-to-plan transfer shall be subject to the distribution limitations provided
for in Regulation 1.401(k)-l(d)

               (d)   The Administrator, at the election of the Participant,
shall direct the Trustee to distribute all or a portion of the amount credited
to the Participant's Rollover Account. Any distributions of amounts held in a
Participant's Rollover Account shall be made in a manner which is consistent
with and satisfies the provisions of Section 6.5, including, but not limited to,
all notice and consent requirements of Code Section 411(a)(11) and the
Regulations thereunder Furthermore, such amounts shall be considered as part of
a Participant's benefit in determining whether an involuntary cash-out of
benefits without Participant consent may be made.

               (e)   The Administrator may direct that employee transfers made
after a valuation date be segregated into a separate account for each
Participant in a federally insured savings account, certificate of deposit in a
bank or savings and loan association, money market certificate, or other short
term debt security acceptable to the Trustee until such time as the allocations
pursuant to this Plan have been made, at which time they may remain segregated
or be invested as part of the general Trust Fund, to be determined by the
Administrator.

               (f)   For purposes of this Section, the term "qualified plan"
shall mean any tax qualified plan under Code Section 401(a). The term "amounts
transferred from other qualified plans" shall mean: (i) amounts transferred to
this Plan directly from another qualified plan; (ii) distributions from another
qualified plan which are eligible rollover distributions and which are either
transferred by the Employee to this Plan within sixty (60) days following his
receipt thereof or are transferred pursuant to a direct rollover; (iii) amounts
transferred to this Plan from a conduit individual retirement account provided
that the conduit individual retirement account has no assets other than assets
which (A) were previously distributed to the Employee by another qualified plan
as a lump-sum distribution (B) were eligible for tax-free rollover to a
qualified plan and (C) were deposited in such conduit individual retirement
account within sixty (60) days of receipt thereof and other than earnings on
said assets; and (iv) amounts distributed to the Employee from a conduit
individual retirement account meeting the requirements of clause (iii) above,
and transferred by the Employee to this Plan within sixty (60) days of his
receipt thereof from such conduit individual retirement account.

               (g)   Prior to accepting any transfers to which this Section
applies, the Administrator may require the Employee to establish that the
amounts to be transferred to this Plan meet the requirements of this Section and
may also require the Employee to provide an opinion of counsel satisfactory to
the Employer that the amounts to be transferred meet the requirements of this
Section.

                                       35
<PAGE>

               (h)   This Plan shall not accept any direct or indirect transfers
(as that term is defined and interpreted under Code Section 401(a)(11) and the
Regulations thereunder) from a defined benefit plan, money purchase plan
(including a target benefit plan) stock bonus or profit sharing plan which would
otherwise have provided for a life annuity form of payment to the Participant.

               (i)   Notwithstanding anything herein to the contrary, a transfer
directly to this Plan from another qualified plan (or a transaction having the
effect of such a transfer) shall only be permitted if it will not result in the
elimination or reduction of any "Section all(d)(6) protected benefit" as
described in Section 8.1.

         4.12  DIRECTED INVESTMENT ACCOUNT

               (a)   Participants may, subject to a procedure established by the
Administrator (the Participant Direction Procedures) and applied in a uniform
nondiscriminatory manner, direct the Trustee to invest the accounts specified
below in specific assets, specific funds or other investments permitted under
the Plan and the Participant Direction Procedures. That portion of the interest
of any Participant so directing will thereupon be considered a Participant's
Directed Account.

               (b)   As of each Valuation Date, all Participant Directed
Accounts shall be charged or credited with the net earnings, gains, losses and
expenses as well as any appreciation or depreciation in the market value using
publicly listed fair market values when available or appropriate.

                     (1)   To the extent that the assets in a Participant's
Directed Account are accounted for as pooled assets or investments, the
allocation of earnings, gains and losses of each Participant's Directed Account
shall be based upon the total amount of funds so invested, in a manner
proportionate to the Participant's share of such pooled investment.

                     (2)   To the extent that the assets in the Participant's
Directed Account are accounted for as segregated assets, the allocation of
earnings, gains and losses from such assets shall be made on a separate and
distinct basis.

               (c)   The amounts which may be directed by a Participant are the
following:

                     (1)   The portion of the Elective Account attributable to
Deferred Compensation.

                     (2)   Amounts in a Participant's Rollover Account.

                             ARTICLE V - VALUATIONS

         5.1   VALUATION OF THE TRUST FUND

         The Administrator shall direct the Trustee, as of each Valuation Date,
to determine the net worth of the assets comprising the Trust Fund as it exists
on the Valuation Date. In determining such net worth, the Trustee shall value
the assets comprising the Trust Fund at their fair market value as of the
Valuation Date and shall deduct all expenses for which the Trustee has not yet
obtained reimbursement from the Employer or the Trust Fund. The Trustee may
update the value of any shares held in the Participant Directed Account by
reference to the number of shares held by that Participant, priced at the market
value as of the Valuation Date.

                                       36
<PAGE>

         5.2   METHOD OF VALUATION

         In determining the fair market value of securities held in the Trust
Fund which are listed on a registered stock exchange, the Administrator shall
direct the Trustee to value the same at the prices they were last traded on such
exchange preceding the close of business on the Valuation Date. If such
securities were not traded on the Valuation Date, or if the exchange on which
they are traded was not open for business on the Valuation Date, then the
securities shall be valued at the prices at which they were last traded prior to
the Valuation Date. Any unlisted security held in the Trust Fund shall be valued
at its bid price next preceding the close of business on the Valuation Date,
which bid price shall be obtained from a registered broker or an investment
banker. In determining the fair market value of assets other than securities for
which trading or bid prices can be obtained, the Trustee may appraise such
assets itself, or in its discretion, employ one or more appraisers for that
purpose and rely on the values established by such appraiser or appraisers.

             ARTICLE VI - DETERMINATION AND DISTRIBUTION OF BENEFITS

         6.1   DETERMINATION OF BENEFITS UPON RETIREMENT

         Every participant may terminate his employment with the Employer and
retire for, the purposes hereof on his Normal Retirement Date. However, a
participant may postpone the termination of his employment with the Employer to
a later date, in which event the participation of such Participant in the Plan,
including the right to receive allocations pursuant to Section 4.4 shall
continue until his Late Retirement Date. Upon a participant's Retirement Date,
or as soon thereafter as is practicable, the Trustee shall distribute, at the
election of the participant, all amounts credited to such participant's Combined
Account in accordance with Section 6.5.

         6.2   DETERMINATION OF BENEFITS UPON DEATH

               (a)   Upon the death of a participant before his Retirement Date
or other termination of his employment, all amounts credited to such
participant's Combined Account shall become fully Vested. The Administrator
shall direct the Trustee, in accordance with the provisions of Sections 6.6 and
6.7, to distribute the value of the deceased participant's accounts to the
participant's Beneficiary

               (b)   Upon the death of a Former participant, the Administrator
shall direct the Trustee, in accordance with the provisions of Sections 6.6 and
6.7, to distribute any remaining Vested amounts credited to the accounts of a
deceased Former participant to such Former participant's Beneficiary.

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

                                       37
<PAGE>

               (d)   The Beneficiary of the death benefit payable pursuant to
this Section shall be the participant's spouse. Except, however, the participant
may designate a beneficiary other than his spouse if:

                     (1)   the spouse has waived the right to be the
Participant's Beneficiary, or

                     (2)   the Participant is legally separated or has been
abandoned (within the meaning of local law) and the Participant has a court
order to such effect (and there is no "qualified domestic relations order" as
defined in Code Section 414(p) which provides otherwise), or

                     (3)   the Participant has no spouse, or

                     (4)   the spouse cannot be located.

         In such event, the designation of a Beneficiary shall be made on a form
satisfactory to the Administrator. A Participant may at any time revoke his
designation of a Beneficiary or change his Beneficiary by filing written notice
of such revocation or change with the Administrator. However: the Participant's
spouse must again consent in writing to any change in Beneficiary unless the
original consent acknowledged that the spouse had the right to limit consent
only to a specific Beneficiary and that the spouse voluntarily elected to
relinquish such right. In the event no valid designation of Beneficiary exists
at the time of the Participant's death, the death benefit shall be payable to
his estate.

               (e)   Any consent by the Participant's spouse to waive any rights
to the death benefit must be in writing, must acknowledge the effect of such
waiver, and be witnessed by a Plan representative or a notary public. Further,
the spouse's consent must be irrevocable and must acknowledge the specific
nonspouse Beneficiary.

         6.3   DISABILITY RETIREMENT BENEFITS

         No disability benefits, other than those payable upon termination of
employment, are provided in this plan.

         6.4   DETERMINATION OF BENEFITS UPON TERMINATION

               (a)   If a Participant's employment with the Employer is
terminated for any reason other than death or retirement, such Participant shall
be entitled to such benefits as are provided hereinafter pursuant to this
Section 6.4.

         Distribution of the funds due to a Terminated Participant shall be made
on the occurrence of an event which would result in the distribution had the
Terminated Participant remained in the employ of the Employer (upon the
Participant's death or Normal Retirement). However at the election of the
Participant, the Administrator shall direct the Trustee to cause the entire
Vested portion of the Terminated Participant's Combined Account to be payable to
such Terminated Participant. Any distribution under this paragraph shall be made
in a manner which is consistent with and satisfies the provisions of Section
6.5, including, but not limited to, all notice and consent requirements of Code
Section 411(a)(ll) and the Regulations thereunder.

                                       38
<PAGE>

         If the value of a Terminated Participant's Vested benefit derived from
Employer and Employee contributions does not exceed $3,500 and has never
exceeded $3,500 at the time of any prior distribution. the Administrator shall
direct the Trustee to cause the entire Vested benefit to be paid to such
Participant in a single lump sum.

         For purposes of this Section 6.4, if the value of a Terminated
Participant's Vested benefit is zero, the Terminated Participant shall be deemed
to have received a distribution of such Vested benefit.

              (b)    The Vested portion of any Participant's Account shall be a
percentage of the total amount credited to his Participant's Account determined
on the basis of the Participant's number of Years of Service according to the
following schedule:

                                Vesting Schedule

                     Years of Service            Percentage
                     ----------------            ----------
                       Less than 3                    0%
                            3                        20%
                            4                        40%
                            5                        60%
                            6                        80%
                            7                       100%


               (c)   Notwithstanding the vesting attributable to Employer
matching and discretionary contributions provided for in paragraph 6.4(b) above,
for any Top Heavy Plan Year, the Vested portion of the Participant's Account
attributable to Employer matching and discretionary contributions of any
Participant who has an Hour of Service after the Plan becomes top heavy shall be
a percentage of the amount credited to his Participant's Account attributable to
Employer matching and discretionary contributions determined on the basis of the
Participant's number of Years of Service according to the following schedule:

                                Vesting Schedule

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

         If in any subsequent Plan Year, the Plan ceases to be a Top Heavy Plan,
the Administrator shall revert to the vesting schedule in effect before this
Plan became a Top Heavy Plan. Any such reversion shall be treated as a Plan
amendment pursuant to the terms of the Plan.

               (d)   Notwithstanding the vesting schedule above, the Vested
percentage of a Participant's Account shall not be less than the Vested
percentage attained as of the later of the effective date or adoption date of
this amendment and restatement.

                                       39
<PAGE>

               (e)   Notwithstanding the vesting schedule above, upon the
complete discontinuance of the Employer contributions to the Plan or upon any
full or partial termination of the Plan, all amounts credited to the account of
any affected Participant shall become 100% Vested and shall not thereafter be
subject to Forfeiture.

               (f)   The computation of a Participant's nonforfeitable
percentage of his interest in the Plan shall not be reduced as the result of any
direct or indirect amendment to this Plan. For this purpose, the Plan shall be
treated as having been amended if the Plan provides for an automatic change in
vesting due to a change in top heavy status. In the event that the Plan is
amended to change or modify any vesting schedule, a Participant with at least
three (3) Years of Service as of the expiration date of the election period may
elect to have his nonforfeitable percentage computed under the Plan without
regard to such amendment. If a Participant fails to make such election, then
such Participant shall be subject to the new vesting schedule. The Participant's
election period shall commence on the adoption date of the amendment and shall
end 60 days after the latest of:

                     (1)   the adoption date of the amendment,

                     (2)   the effective date of the amendment, or

                     (3)   the date the Participant receives written notice of
the amendment from the Employer or Administrator.

               (g)   (1)   If any Former Participant shall be reemployed by
the employer before a 1-Year Break in Service occurs, he shall continue to
participate in the Plan in the same manner as if such termination had not
occurred.

                     (2)   If any Former Participant shall be reemployed by the
Employer before five (5) consecutive 1-Year Breaks in Service, and such Former
Participant had received, or was deemed to have received, a distribution of his
entire Vested interest prior to his reemployment, his forfeited account shall be
reinstated only if he repays the full amount distributed to him before the
earlier of five (5) years after the first date on which the Participant is
subsequently. reemployed by the employer or the close of the first period of
five (5) consecutive 1-Year Breaks in Service commencing after the distribution,
or in the event of a deemed distribution, upon the reemployment of such Former
Participant. In the event the Former Participant does repay the full amount
distributed to him, or in the event of a deemed distribution, the undistributed
portion of the Participant's Account must be restored in full, unadjusted by any
gains or losses occurring subsequent to the valuation Date coinciding with or
preceding his termination. The source for such reinstatement shall first be any
Forfeitures occurring during the year. If such source is insufficient then the
employer shall contribute an amount which is sufficient to restore any such
forfeited Accounts provided, however, that if a discretionary contribution is
made for such year pursuant to Section 4.ltd), such contribution shall first be
applied to restore any such Accounts and the remainder shall be allocated in
accordance with Section 4.4.

                     (3)   If any Former Participant is reemployed after a
1-Year Break in Service has occurred. Years of Service shall include Years of
Service Drier to his 1-Year Break in Service subject to the following rules:

                                       40
<PAGE>

                           (i)   If a Former Participant has a 1 Year Break in
Service, his pre-break and post-break service shall be used for computing Years
of Service for eligibility and for vesting purposes only after he has been
employed for one (1) Year of Service following the date of his reemployment with
the Employer;

                           (ii)  Any Former Participant who under the Plan does
not have a nonforfeitable right to any interest in the Plan resulting from
Employer contributions shall lose credits otherwise allowable under (i) above if
his consecutive 1-Year Breaks in Service equal or exceed the greater of (A) five
(5) or (B) the aggregate number of his pre-break years of Service;

                           (iii) After five (5) consecutive 1-Year Breaks in
Service, a Former participant's Vested Account balance attributable to pre-break
service shall not be increased as a result of post-break service;

                           (iv)  If a Former Participant who has not had his
Years of Service before a 1-Year Break in Service disregarded pursuant to (ii)
above completes a Year of Service for eligibility purposes following his
reemployment with the Employer, he shall participate in the Plan retroactively
from his date of reemployment;

                           (v)   If a Former Participant who has not had his
Years of Service before a 1-Year Break in Service disregarded pursuant to (ii)
above completes a Year of Service (a 1-Year Break in Service previously
occurred, but employment had not terminated), he shall participate in the Plan
retroactively from the first day on which he is credited with an Hour of Service
after the first eligibility computation period in which he incurs a 1-Year Break
in Service.

               (h)   In determining Years of Service for purposes of vesting
under the Plan, Years of Service prior to the vesting computation period in
which an Employee attained his eighteenth birthday shall be excluded.

         6.5   DISTRIBUTION OF BENEFITS

               (a)   The Administrator, pursuant to the election of the
Participant, shall direct the Trustee to distribute to a Participant or his
Beneficiary any amount to which he is entitled under the Plan in one lump-sum
payment in cash.

               (b)   Any distribution to a Participant who has a benefit which
exceeds, or has ever exceeded, $3.500 at the time of any prior distribution
shall require such participant's consent if such distribution occurs prior to
the later of his Normal Retirement Age or age 62. With regard to this required
consent:

                     (1)   The Participant must be informed of his right to
defer receipt of the distribution. If a Participant fails to consent, it shall
be deemed an election to defer the distribution of any benefit. However, any
election to defer the receipt of benefits shall not apply with respect to
distributions which are required under Section 6.5(c).

                     (2)   Notice of the rights specified under this paragraph
shall be provided no less than 30 days and no more than 90 days before the date
the distribution commences.

                                       41
<PAGE>

                     (3)   Written consent of the Participant to the
distribution must not be made before the Participant receives the notice and
must not be made more than 90 days before the date the distribution commences.

                     (4)   No consent shall be valid if a significant detriment
is imposed under the Plan on any Participant who does not consent to the
distribution.

         Any such distribution may commence less than 30 days after the notice
required under Regulation 1.411(a)-ll(c) is given, provided that: (1) the
Administrator clearly informs the Participant that the Participant has a right
to a period of at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if applicable, a
particular distribution option), and (2) the Participant, after receiving the
notice, affirmatively elects a distribution.

               (c)   Notwithstanding any provision in the Plan to the contrary,
the distribution of a Participant's benefits shall be made in accordance with
the following requirements and shall otherwise comply with Code Section
401(a)(9) and the Regulations thereunder (including Regulation 1.401(a)(9)-2),
the provisions of which are incorporated herein by reference:

                     (1)   A Participant's benefits shall be distributed or must
begin to be distributed to him not later than April 1st of the calendar year
following the later of (i) the calendar year in which the Participant attains
age 70 1/2 or (ii) the calendar year in which the Participant retires, provided,
however, that this clause (ii) shall not apply in the case of a Participant who
is a "five (5) percent owner" at any time during the five (5) Plan Year period
ending in the calendar year in which he attains age 70 1/2 or, in the case of a
Participant who becomes a "five (5) percent owner" during any subsequent Plan
Year clause (ii) shall no longer apply and the required beginning date shall be
the April 1st of the calendar year following the calendar year in which such
subsequent Plan Year ends. Such distributions shall be equal to or greater than
any required distribution. Notwithstanding the foregoing, clause (ii) above
shall not apply to any Participant unless the Participant had attained age 70
1/2 before January 1, 1988 and was not a "five (5) percent owner" at any time
during the Plan Year ending with or within the calendar year in which tie
Participant attained age 66 1/2 or any subsequent Plan Year.

                     (2)   Distributions to a Participant and his Beneficiaries
shall only be made in accordance with the incidental death benefit requirements
of Code Section 401(a)(9)(G) and the Regulations thereunder.

               (d)   For purposes of this Section, the life expectancy of a
Participant and a Participant's spouse may, at the election of the Participant
or the Participant's spouse, be redetermined in accordance with Regulations. The
election, once made, shall be irrevocable. If no election is made by the time
distributions must commence, then the life expectancy of the Participant and the
Participant's spouse shall not be subject to recalculation. Life expectancy and
joint and last survivor expectancy shall be computed using the return multiples
in Tables V and VI of Regulation 1.72-9.

               (e)   The restrictions imposed by this Section shall not apply if
a Participant has, prior to January 1, 1984, made a written designation to have
his retirement benefit paid in an alternative method acceptable under Code
Section 401(a) as in effect prior to the enactment of the Tax Equity and Fiscal
Responsibility Act of 1982. Any such written designation made by a Participant
shall be binding upon the Plan Administrator notwithstanding any contrary
Provision of Section 6.5.

                                       42
<PAGE>

               (f)   All annuity Contracts under this Plan shall be
non-transferable when distributed. Furthermore, the terms of any annuity
Contract purchased and distributed to a Participant or spouse shall comply with
all of the requirements of the Plan.

               (g)   If a distribution is made at a time when a Participant is
not fully Vested in his Participant's Account and the Participant may increase
the Vested percentage in such account:

                     (1)   a separate account shall be established for the
               Participant's interest in the Plan as of the time of the
               distribution; and

                     (2)   at any relevant time, the Participant's Vested
               portion of the separate account shall be equal to an amount ("X")
               determined by the formula:

                     X equals P(AB plus (R x D)) - (R x D)

         For purposes of applying the formula: P is the Vested percentage at the
relevant time, AB is the account balance at the relevant time, D is the amount
of distribution, and R is the ratio of the account balance at the relevant time
to the account balance after distribution.

         6.6   DISTRIBUTION OF BENEFITS UPON DEATH

               (a)   The death benefit payable pursuant to Section 6.2 shall be
paid to the Participant's Beneficiary in one lump-sum payment in cash subject to
the rules of Section 6.6(b).

               (b)   Notwithstanding any provision in the Plan to the contrary,
distributions upon the death of a Participant shall be made in accordance with
the following requirements and shall otherwise comply with Code Section
401(a)(9) and the Regulations thereunder. If it is determined pursuant to
Regulations that the distribution of a Participant's interest has begun and the
Participant dies before his entire interest has been distributed to him, the
remaining portion of such interest shall be distributed at least as rapidly as
under the method of distribution selected pursuant to Section 6.5 as of his date
of death. If a Participant dies before he has begun to receive any distributions
of his interest under the Plan or before distributions are deemed to have begun
pursuant to Regulations, then his death benefit shall be distributed to his
Beneficiaries by December 31st of the calendar year in which the fifth
anniversary of his date of death occurs.

         However, the 5-year distribution retirement of the preceding paragraph
shall not apply to any portion of the deceased Participant's interest which is
payable to or for the benefit of a designated Beneficiary. In such event, such
portion may, at the election of the Participant (or the participant's designated
Beneficiary), be distributed over a period not extending beyond the life
expectancy of such designated Beneficiary provided such distribution begins not
later than December 31st of the calendar year immediately following the calendar
year in which the Participant died. However, in the event the participant's
spouse (determined as of the date of the Participant's death) is his
Beneficiary, the requirement that distributions commence within one year of a
Participant's death shall not apply. In lieu thereof, distributions must
commence on or before the later of: (1) December 31st of the calendar year
immediately following the calendar year in which the participant died; or (2)
December 31st of the calendar year in which the Participant would have attained
age 70 1/2. If the surviving spouse dies before distributions to such spouse
begin, then the 5-year distribution requirement of this Section shall apply as
if the spouse was the Participant.

                                       43
<PAGE>

               (c)   Subject to the spouse's right of consent afforded under the
Plan, the restrictions imposed by this Section shall not apply if a participant
has, prior to January 1, 1984, made a written designation to have his death
benefits paid in an alternative method acceptable under Code Section 401(a) as
in effect prior to the enactment of the Tax Equity and Fiscal Responsibility Act
of 1982.

         6.7   TIME OF SEGREGATION OR DISTRIBUTION

         Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to
make a distribution the distribution may be made as soon as is practicable-
However, unless a Former participant elects in writing to defer the receipt of
benefits (such election. may not result in a death benefit that is more than
incidental), the payment of benefits shall occur not later than the 60th day
after the close of the Plan Year in which the latest of the following events
occurs: (a) the date on which the Participant attains the earlier of age 65 or
the Normal retirement Age specified herein; (b) the 10th anniversary of the year
in which the Participant commenced participation in the plan; or (c) the date
the Participant terminates his service with the Employer.

         6.8   DISTRIBUTION FOR MINOR BENEFICIARY

         In the event a distribution is to be made to a minor then the
Administrator may direct that such distribution be paid to the legal guardian,
or if none, to a parent of such Beneficiary or a responsible adult with whom the
Beneficiary maintains his residence, or to the custodian for such Beneficiary
under the Uniform Gift to Miners Act or Gift to Miners Act, if such is permitted
by the laws of the state in which said Beneficiary resides. Such a payment to
the legal guardian, custodian or parent of a minor Beneficiary shall fully
discharge the Trustee, Employer, and. plan from further liability on account
thereof.

         6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN

         In the event that all, or any portion, of the distribution payable to a
participant or his Beneficiary hereunder shall, at the later of the
Participant's attainment of age 62 or his Normal Retirement Age, remain unpaid
solely by reason of the inability of the Administrator, after sending a
registered letter, return receipt requested, to the last known address, and
after further diligent effort, to ascertain the whereabouts of such Participant
or his Beneficiary, the amount so distributable shall be treated as a Forfeiture
pursuant to the Plan. In the event a Participant or Beneficiary is located
subsequent to his benefit being reallocated, such benefit shall be restored
unadjusted for earnings or losses.

         6.10  ADVANCE DISTRIBUTION FOR HARDSHIP

               (a)   The Administrator, at the election of the Participant,
shall direct the Trustee to distribute to any Participant in any one Plan Year
up to the lesser of 100% of his Participant's Elective Account valued as of the
last Valuation Date or the amount necessary to satisfy the immediate and heavy
financial need of the Participant. Any distribution made pursuant to this
Section shall be deemed to be made as of the first day of the Plan Year or, if
later, the Valuation Date immediately preceding the date of distribution, and
the Participant's Elective Account shall be reduced accordingly. Withdrawal
under this Section shall be authorized only if the distribution is on account
of:

                                       44
<PAGE>

                     (1)   Expenses for medical care described in Code Section
213(d) previously incurred by the Participant, his spouse, or any of his
dependents (as defined in Code Section 152) or necessary for these persons to
obtain medical care;

                     (2)   The costs directly related to the purchase of a
principal residence for the Participant (excluding mortgage payments);

                     (3)   Payment of tuition, related educational fees, and
room and board expenses for the next twelve (12) months of post-secondary
education for the Participant, his spouse, children, or dependents; or

                     (4)   Payments necessary to prevent the eviction of the
Participant from his principal residence or foreclosure on the mortgage of the
Participant's principal residence.

               (b)   No distribution shall be made pursuant to this Section
unless the Administrator, based upon the Participant's representation and such
other facts as are known to the Administrator, determines that all of the
following conditions are satisfied:

                     (1)   The distribution is not in excess of the amount of
the immediate and heavy financial need of the Participant. The amount of the
immediate and heavy financial need may include ally amounts necessary to pay any
federal, state, or local income taxes or penalties reasonably anticipated to
result from the distribution;

                     (2)   The Participant has obtained all distributions, other
than hardship distributions, and all nontaxable (at the time of the loan) loans
currently available under all plans maintained by the Employer;

                     (3)   The Plan, and all other plans maintained by the
Employer, provide that the participant's elective deferrals and voluntary
Employee contributions will be suspended for at least twelve (12) months after
receipt of the hardship distribution or, the Participant, pursuant to a legally
enforceable agreement, will suspend his elective deferrals and voluntary
Employee contributions to the Plan and all other plans maintained by the
Employer for at least twelve (12) months after receipt of the hardship
distribution; and

                     (4)   The Plan, and all other plans maintained by the
Employer, provide that the Participant may not make elective deferrals for the
Participant's taxable year immediately following the taxable year of the
hardship distribution in excess of the applicable limit under Code Section
402(g) for such next taxable year less the amount of such Participant's elective
deferrals for the taxable year of the hardship distribution.

               (c)   Notwithstanding the above, distributions from the
Participant's Elective Account pursuant to this Section shall be limited, as of
the date of distribution, to the Participant's Elective Account as of the end of
the last Plan Year ending before July 1. 1989, plus the total Participant's
Deferred Compensation after such date, reduced by the amount of any previous
distributions pursuant to this Section.

                                       45
<PAGE>

               (d)   Any distribution made pursuant to this Section shall be
made in a manner which is consistent with and satisfies the provisions of
Section 6.5, including, but not limited to, all notice and consent requirements
of Code Section 411(a)(ll) and the Regulations thereunder.

         6.11  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION

         All rights and benefits, including elections. provided to a Participant
in this Plan shall be subject to the rights afforded to any "alternate payee"
under a "qualified domestic relations order." Furthermore, a distribution to an
"alternate payee" shall be permitted if such distribution is authorized by a
"qualified domestic relations order." even if the affected Participant has not
separated from service and has not reached the "earliest retirement age" under
the Plan. For the purposes of this Section, "alternate payee, " "qualified
domestic relations order" and "earliest retirement age" shall have the meaning
set forth under Code Section 414(p).

                              ARTICLE VII - TRUSTEE

         7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE

               (a)   The Trustee shall have the following categories of
responsibilities:

                     (1)   Consistent with the "funding policy and method"
determined by the Employer, to invest. manage, and control the Plan assets
subject, however, to the direction of a Participant with respect to his
Participant Directed Accounts, the Employer or an Investment Manager appointed
by the Employer or any agent of the Employer;

                     (2)   At the direction of the Administrator, to pay
benefits required under the plan to be paid to Participants, or: in the event of
their death, to their Beneficiaries; and

                     (3)   To maintain records of receipts and disbursements and
furnish to the Employer and/or Administrator for each Plan Year a written annual
report per Section 7.6.

               (b)   In the event that the Trustee shall be directed by a
Participant (pursuant to the Participant Direction Procedures), or the Employer:
or an Investment Manager or other agent appointed by the Employer with respect
to the investment of any or all Plan assets, the Trustee shall have no liability
with respect to the investment of such assets, but shall be responsible only to
execute such investment instructions as so directed.

                     (1)   The Trustee shall be entitled to rely fully on the
written instructions of a Participant (pursuant to the participant Direction
Procedures), or the Employer, or any Fiduciary or nonfiduciary agent of the
Employer, in the discharge of such duties, and shall not be liable for any loss
or other liability, resulting from such direction (or lack of direction) of the
investment of any part of the Plan assets.

                     (2)   The Trustee may delegate the duty to execute such
instructions to any nonfiduciary agent, which may be an affiliate of the Trustee
or any Plan representative.

                     (3)   The Trustee may refuse to comply with any direction
from the Participant in the event the Trustee, in its sole and absolute
discretion, deems such directions improper by virtue of applicable law. The
Trustee shall not be responsible or liable for any loss or expense which may
result from the Trustee's refusal or failure to comply with any directions from
the Participant.

                                       46
<PAGE>

                     (4)   Any costs and. expenses related to compliance with
the Participant's directions shall be borne by the participant's Directed
Account, unless paid by the Employer.

               (c)   If there shall be more than one Trustee, they shall act by
a majority of their number, but may authorize one or more of them to sign papers
on their behalf.

         7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE

               (a)   The Trustee shall invest and reinvest the Trust Fund to
keep the Trust Fund invested without distinction between principal and income
and in such securities or property, real or personal, wherever situated, as the
Trustee shall deem advisable, including, but not limited to stocks, common or
preferred, bonds and other evidences of indebtedness or ownership, and real
estate or any interest therein. The Trustee shall at all times in making
investments of the Trust Fund consider, among other factors, the short and
long-term financial needs of the Plan on the basis of information furnished by
the Employer. In making such investments, the Trustee shall not be restricted to
securities or other property of the character expressly authorized by the
applicable law for trust investments; however, the Trustee shall give due regard
to any limitations imposed by the Code or the Act so that at all times the Plan
may qualify as a qualified Profit Sharing Plan and Trust.

               (b)   The Trustee may employ a bank or trust company pursuant to
the terms of its usual and customary bank agency agreement, under which the
duties of such bank or trust company shall be of a custodial, clerical and
record-keeping nature.

               (c)   The Trustee may from time to time transfer to a common,
collective, pooled trust fund or money market fund maintained by any corporate
Trustee or affiliate thereof hereunder, all or such pert of the Trust Fund as
the Trustee may deem advisable, and such part or all of the Trust Fund so
transferred shall be subject to all the terms and provisions of the common,
collective, pooled trust fund or money market fund which contemplate the
commingling for investment purposes of such trust assets with trust assets of
other trusts. The Trustee may transfer any part of the Trust Fund intended for
temporary investment of cash balances to a money market fund maintained by The
Mechanics Bank or its affiliates. The Trustee may, from time to time, withdraw
from such common, collective, pooled trust fund or money market fund all or such
par' of the Trust Fund as the Trustee may deem advisable.

         7.3   OTHER POWERS OF THE TRUSTEE

         The Trustee, in addition to all powers and authorities under common
law, statutory authority, including the Act, and other provisions of the Plan,
shall have the following powers and authorities, to be exercised in the
Trustee's sole discretion:

               (a)   To purchase, or subscribe for: any securities or other
property and to retain the same. In conjunction with the purchase of securities,
margin accounts may be opened and maintained;

                                       47
<PAGE>

               (b)   To sell, exchange, convey, transfer, grant or otherwise
dispose of any options to purchase, securities or other property held by the
Trustee. by private contract or at public auction. No person dealing with the
Trustee shall be bound to see to the application of the purchase money or to
inquire into the validity, expediency, or propriety of any such sale or other
disposition, with or without advertisement;

               (c)   To vote upon any stocks, bonds, or other securities; to
give general or special proxies or powers of attorney with or without power or
substitution; to exercise any conversion privileges, subscription rights or
other options. and to make any payments incidental thereto; to oppose, or to
consent to, or otherwise participate Fn. corporate reorganizations or other
changes affecting corporate securities, and to delegate discretionary powers,
and to pay any assessments or charges in connection therewith; and generally to
exercise any of the powers of an owner with respect to stocks, bonds,
securities, or other property. However, the Trustee shall not vote proxies
relating to securities for which it has not been assigned full investment
management responsibilities. In those cases where another party has such
investment authority or discretion, the Trustee will deliver all proxies to said
party who will then have full responsibility for voting those proxies;

               (d)   To cause any securities or other property to be registered
in the Trustee's own name or in the name of one or more of the Trustee's
nominees, and to hold any investments in bearer form, but the books and records
of the Trustee shall at all times show that all such investments are part of the
Trust Fund;

               (e)   To borrow or raise money for the purposes or the Plan in
such amount, and upon such terms and conditions, as the Trustee shall deem
advisable; and for any sum so borrowed, to issue a promissory note as Trustee,
and to secure the repayment thereof by pledging all, or any part, of the Trust
Fund; and no person lending money to the Trustee shall be bound to see to the
application of the money lent or to inquire into the validity, expediency. or
propriety of any borrowing;

               (f)   To keep such portion of the Trust fund in cash or cash
balances as the Trustee may. from time to time, deem to be in the best interests
of the Plan. without liability for interest thereon;

               (g)   To accept and retain for such time as the Trustee may deem
advisable any securities or other property received or acquired as Trustee
hereunder. whether or not such securities or other property would normally be
purchased as investments hereunder;

               (h)   To make, execute, acknowledge, and deliver any and all
documents of transfer and conveyance and any and all other instruments that may
be necessary or appropriate to carry out the powers herein granted;

               (i)   To settle, compromise, or submit to arbitration any claims,
debts, or damages due or owing to or from the Plan, to commence or defend suits
or legal or administrative proceedings, and to represent the plan in all suits
and legal and administrative proceedings;

               (j)   To employ suitable agents and counsel and to pay their
reasonable expenses and compensation, and such agent or counsel may or may not
be agent or counsel for the Employer;

                                       48
<PAGE>

               (k)   To apply for and procure from responsible insurance
companies, to be selected by the Administrator, as an investment of the Trust
Fund such annuity, or other Contracts (on the life of any Participant) as the
Administrator shall deem proper; to exercise, at any time or from time to time,
whatever rights and privileges may be granted under such annuity, or other
Contracts; to collect, receive, and settle for the proceeds of all such annuity
or other Contracts as and when entitled to do so under the provisions thereof;

               (l)   To invest funds of the Trust in time deposits or savings
accounts bearing a reasonable rate of interest in the Trustee's bank;

               (m)   To invest in Treasury Bills and other forms of United
States government obligations;

               (n)   To invest in shares of investment companies registered
under the Investment Company Act of 1940, including any money market fund
advised by or offered through The Mechanics Bank;

               (o)   To sell, purchase and acquire put or call options if the
options are traded on and purchased through a national securities exchange
registered under the Securities Exchange Act of 1934: as amended, or, if the
options are not traded on a national securities exchange, are guaranteed by a
member firm of the New York Stock Exchange;

               (p)   To deposit monies in federally insured savings accounts or
certificates of deposit in banks or savings and loan associations;

               (q)   To pool all or any of the Trust Fund, from time to time,
with assets belonging to any other qualified employee pension benefit trust
created by the Employer or an affiliated company of the Employer, and to
commingle such assets and make joint or common investments and carry joint
accounts on behalf of this Plan and such other trust or trusts, allocating
undivided shares or interests in such investments or accounts or any pooled
assets of the two or more trusts in accordance with their respective interests;

               (r)   To appoint a nonfiduciary agent or agents to assist the
Trustee in carrying out any investment instructions of Participants and of any
Investment Manager or Fiduciary, and to compensate such agent(s) from the assets
of the Plan, to the extent not paid by the Employer;

               (s)   To do all such acts and exercise all such rights and
privileges, although not specifically mentioned herein, as the Trustee may deem
necessary to carry out the purposes of the Plan.

         7.4   DUTIES OF THE TRUSTEE REGARDING PAYMENTS

         At the direction of the Administrator, the Trustee shall, from time to
time, in accordance with the terms of the Plan, make payments out of the Trust
Fund. The Trustee shall not be responsible in any way for the application of
such payments.

                                       49
<PAGE>

         7.5   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES

         The Trustee shall be paid such reasonable compensation as shall from
time to time be agreed upon in writing by the Employer and the Trustee. An
individual serving as Trustee who already receives full-time pay from the
Employer shall not receive compensation from the Plan. In addition, the Trustee
shall be reimbursed for any reasonable expenses, including reasonable counsel
fees incurred by it as Trustee. Such compensation and expenses shall be paid
from the Trust Fund unless paid or advanced by the Employer. All taxes of any
kind and all kinds whatsoever that may be levied or assessed under existing or
future laws upon, or in respect of, the Trust Fund or the income thereof, shall
be paid from the Trust Fund.

         7.6   ANNUAL REPORT OF THE TRUSTEE

         Within a reasonable period of time after the later of the Anniversary
Date or receipt of the Employer contribution for each Plan Year, the Trustee
shall furnish to the Employer and Administrator a written statement of account
with respect to the Plan Year for which such contribution was made setting
forth:

               (a)   the net income, or loss, of the Trust Fund;

               (b)   the gains, or losses: realized by the Trust Fund upon sales
or other disposition of the assets;

               (c)   the increase, or decrease, in the value of the Trust Fund;

               (d)   all payments end distributions made from the Trust Fund;
and

               (e)   such further information as the Trustee and/or
Administrator deems appropriate. The Employer, forthwith upon its receipt of
each such statement of account shall acknowledge receipt thereof in writing and
advise the Trustee and/or Administrator of its approval or disapproval thereof.
Failure by the Employer to disapprove any such statement of account within
thirty (30) days after its receipt thereof shall be deemed an approval thereof.
The approval by the Employer of any statement of account shall be binding as to
all matters embraced therein as between the Employer and the Trustee to the same
extent as if the account of the Trustee had been settled by judgment or decree
in an action for a judicial settlement of its account in a court of competent
jurisdiction in which the Trustee, the Employer and all persons having or
claiming an interest in the Plan were parties; provided, however, that nothing
herein contained shall deprive the Trustee of its right to have its accounts
judicially settled if the Trustee so desires.

         7.7   AUDIT

               (a)   if an audit of the Plan's records shall be required by the
Act and the regulations thereunder for any Plan Year, the Administrator shall
direct the Trustee to engage on behalf of all participants an independent
qualified public accountant for that purpose. Such accountant shall, after an
audit of the books and records of the plan in accordance with generally accepted
auditing standards, within a reasonable period after the close of the Plan Year,
furnish to the Administrator and the Trustee a report of his audit setting forth
his opinion as to whether any statements, schedules or lists that are required
by Act Section 103 or the Secretary of Labor to be filed with the Plan's annual
report, are presented fairly in conformity with generally accepted accounting

                                       50
<PAGE>

principles applied consistently. All auditing and accounting fees shall be an
expense of and may, at the election of the Administrator, be paid from the Trust
Fund.

               (b)   If some or all of the information necessary to enable the
Administrator to comply with Act Section 103 is maintained by a bank, insurance
company, or similar institution, regulated and supervised and subject to
periodic examination by a state or federal agency, it shall transmit and certify
the accuracy of that information to the Administrator as provided in Act Section
103(b) within one hundred twenty (120) days after the end of the Plan Year or by
such other date as may be prescribed under regulations of the Secretary of
Labor.

         7.8   RESIGNATION, REMOVAL OR SUCCESSION OF TRUSTEE

               (a)   The Trustee may resign at any time by delivering to the
Employer. at least thirty (30) days before it's effective date, a written notice
of his resignation.

               (b)   The Employer may remove the Trustee by mailing by
registered or certified mail, addressed to such Trustee at his last known
address, at least thirty (30) days before it's effective date, a written notice
of his removal.

               (c)   Upon the death, resignation, incapacity, or removal of any
Trustee, a successor may be appointed by the Employer; and such successor, upon
accepting such appointment in writing and delivering same to the Employer,
shall, without further act, become vested with all the estate, rights: powers,
discretions, and duties of his predecessor with like respect as if he were
originally named as a Trustee herein. Until such a successor is appointed, the
remaining Trustee or Trustees shall have full authority to act under the terms
of the Plan.

               (d)   The Employer may designate one or more successors prior to
the death, resignation, incapacity, or removal of a Trustee. In the event a
successor is so designated by the Employer and accepts such designation, the
successor shall, without further act, become vested with all the estate, rights,
powers, discretions, and duties of his predecessor with the like effect as if he
were originally named as Trustee herein immediately upon the death, resignation,
incapacity, or removal of his predecessor.

               (e)   Whenever any Trustee hereunder ceases to serve as such, he
shall furnish to the Employer and Administrator a written statement of account
with respect to the portion of the Plan Year during which he served as Trustee.
This statement shall be either (i) Included as part of the annual statement of
account for the Plan Year required under Section 7.6 or (ii) set forth in a
special statement. Any such special statement of account should be rendered to
the Employer no later than the due date of the annual statement of account for
the plan Year. The procedures set forth in Section 7.6 for the approval by the
Employer of annual statements of account shall apply to any special statement of
account rendered hereunder and approval by the Employer of any such special
statement in the manner provided in Section 7.6 shall have the same effect upon
the statement as the Employer's approval of an annual statement of account. No
successor to the Trustee shall have any duty or responsibility to investigate
the acts or transactions of any predecessor who has rendered all statements of
account required by Section 7.6 and this subparagraph.

                                       51
<PAGE>

         7.9   TRANSFER OF INTEREST

         Notwithstanding any other provision contained in this Plan, the Trustee
at the direction of the Administrator shall transfer the Vested interest, if
any, of such participant in his account to another trust forming part of a
pension, profit sharing or stock bonus plan maintained by such Participant's new
employer and represented by said employer in writing as meeting the requirements
of Code Section 401(a) provided that the trust to which such transfers are made
permits the transfer to be made.

         7.10  DIRECT ROLLOVER

               (a)   Notwithstanding any provision of the Plan to the contrary
that would otherwise limit a distributee's election under this Section, a
distributee may elect, at the time and in the manner prescribed by the
Administrator, to have any portion of an eligible rollover distribution that is
equal to at least $500 paid directly to an eligible retirement Plan specified by
the distributee in a direct rollover.

               (b)   For purposes of this Section the following definitions
shall apply:

                     (1)   An eligible rollover distribution is any distribution
of all or any portion of the balance to the credit of the distributee, except
that an eligible rollover distribution does not include: any distribution that
is one of a series of substantially equal periodic payments (not less frequently
than annually made for the life (or life expectancy) of the distributee or the
joint lives (or joint life expectancies) of the distributee and the
distributee's designated beneficiary, or for a specified period of ten years or
more; any distribution to the extent such distribution is required under Code
Section 401(a)(9); the portion of any other distribution that is not includible
in gross income (determined. without regard to the exclusion for net unrealized
appreciation with respect to employer securities); and any other distribution
that is reasonably expected to total less than $200 during a year.

                     (2)   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.

                     (3)   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 regard to the interest of the spouse or former
spouse.

                     (4)   A direct rollover is a payment by the Plan to the
eligible retirement plan specified by the distributee.

                                       52
<PAGE>

                ARTICLE VIII - AMENDMENT, TERMINATION AND MERGERS

         8.1   AMENDMENT

               (a)   The Employer shall, have the right at any time to amend the
Plan, subject to the limitations of this Section. However, any amendment which
affects the rights, duties or responsibilities of the Trustee an Administrator,
other than an amendment to remove the Trustee or Administrator, may only be made
with the Trustee's and Administrator's written consent. Any such amendment shall
become effective as provided therein upon its execution. The Trustee shall not
be required to execute any such amendment unless the Trust provisions contained
herein are a part of the Plan and the amendment affects the duties of the
Trustee hereunder.

               (b)   No amendment to the plan shall be effective if it
authorizes or permits any part of the Trust Fund (other than such part as is
required to pay taxes and administration expenses) to be used for or diverted to
any purpose other than for the exclusive benefit of the Participants or their
Beneficiaries or estates; or causes any reduction in the amount credited to the
account of any Participant; or causes or permits any portion of the Trust Fund
to revert to or become property of the Employer.

               (c)   Except as permitted by Regulations, no Plan amendment or
transaction having the effect of a Plan amendment (such as a merger, plan
transfer or similar transaction) shall be effective to the extent it eliminates
or reduces any "Section 411(d)(6) protected benefit" or adds or modifies
conditions relating to "Section 411(d)(6) protected benefits" the result of
which is a further restriction on such benefit unless such protected benefits
are preserved with respect to benefits accrued as of the later of the adoption
dace or effective date of the amendment. "Section 411(d)(6) protected benefits"
are benefits described in Code Section 411(d)(6)(A), early retirement benefits
and retirement-type subsidies, and optional forms of benefit.

         8.2   TERMINATION

               (a)   The Employer shall have the right at any time to terminate
the Plan by delivering to the Trustee and Administrator written notice of such
termination. Upon any full or partial termination, all amounts credited to the
affected Participants' Combined Accounts shall become 100% Vested as provided in
Section 6.4 and shall not thereafter be subject to forfeiture, and all
unallocated amounts shall be allocated to the accounts of all Participants in
accordance with the provisions hereof.

               (b)   Upon the full termination of the Plan, the Employer shall
direct the distribution of the assets of the Trust Fund to Participants in a
manner which is consistent with and satisfies the provisions of Section 6.5.
Distributions to a Participant shall be made in cash or through the purchase of
irrevocable nontransferable deferred commitments from an insurer. Except as
permitted by Regulations, the termination of the Plan shall not result in the
reduction of "Section 411(d)(6) protected benefits" in accordance with Section
8.l(c)

         8.3   MERGER OR CONSOLIDATION

         This Plan and Trust may be merged or consolidated with, or its assets
and/or liabilities may be transferred to any other plan and trust only if the
benefits which would be received by a Participant of this Plan, in the event of
a termination of the plan immediately after such transfer, merger or

                                       53
<PAGE>

consolidation, are at least equal to the benefits the Participant would have
received if the Plan had terminated immediately before the transfer, merger or
consolidation, and such transfer, merger or consolidation does not otherwise
result in the elimination or reduction of any "Section 411(d) (6) protected
benefits" in accordance with Section 8.l(c)

                             ARTICLE IX - TOP HEAVY

         9.1   TOP HEAVY PLAN REQUIREMENTS

         For any Top Heavy Plan Year, the Plan shall provide the special vesting
requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and the
special minimum allocation requirements of Code Section a16(c) pursuant to
Section 4.4 of the plan.

         9.2   DETERMINATION OF TOP HEAVY STATUS

               (a)   This Plan shall be a Top Heavy Plan for any Plan Year in
which, as of the Determination Date, (1) the Present Value of Accrued Benefits
of Key Employees and (2) the sum of the Aggregate Accounts of Key Employees
under this Plan and all plans of an Aggregation Group, exceeds sixty percent
(60%) of the Present Value of Accrued Benefits and the Aggregate Accounts of all
Key and Non-Key Employees under this Plan and all plans of an-Aggregation Group.

         If any Participant is a Non-Key Employee for any Plan Year, but such
Participant was a Key Employee for any prior Plan Year, such Participant's
Present Value of Accrued Benefit and/or Aggregate Account balance shall not be
taken into account for purposes of determining whether this Plan is a Top Heavy
or Super Top Heavy Plan (or whether any Aggregation Group, which includes this
Plan is a Top Heavy Group) In addition, if a Participant or Former Participant
has not performed any services for any Employer maintaining the Plan at any time
during the five year period ending on the Determination Date, any accrued
benefit for such Participant or Former Participant shall not be taken into
account for the purposes of determining whether this Plan is a Top Heavy or
Super Top Heavy Plan.

               (b)   This Plan shall be a Super Top Heavy Plan for any Plan Year
in which, as of the Determination Date, (1) the Present Value of Accrued
Benefits of Key Employees and (2) the sum of the Aggregate Accounts of Key
Employees under this Plan and all plans of an Aggregation Group, exceeds ninety
percent (90%) of the Present Value of Accrued Benefits and the Aggregate
Accounts of all Key and Non-Key Employees under this Plan and all plans of an
Aggregation Group.

               (c)   Aggregate Account: A Participant's Aggregate Account as of
the Determination Date is the sum of:

                     (1)   his participant's Combined Account balance as of the
most recent valuation occurring within a twelve (12) month period ending on the
Determination Date;

                     (2)   an adjustment for any contributions due as of the
Determination Date. Such adjustment shall be the amount of any contributions
actually made after the Valuation Date but due on or before the Determination
Date, except for the first plan Year when such adjustment shall also reflect the
amount of any contributions made after the Determination Date that are allocated
as of a date in that first Plan Year.

                                       54
<PAGE>

                     (3)   any Plan distributions made within the plan Year that
includes the Determination Date or within the four (4) preceding Plan Years.
However, in the case of distributions made after the Valuation Date and prior to
the Determination Date, such distributions are not included as distributions for
top heavy purposes to the extent that such distributions are already included in
the Participant's Aggregate Account. balance as of the Valuation Date.
Notwithstanding anything herein to the contrary, all distributions, including
distributions made prior to January 1, 1984: and distributions under a
terminated plan which if it had not been terminated would have been required to
be included in an Aggregation Group, will be counted. Further, distributions
from the Plan (including the cash value of life insurance policies) of a
Participant's account balance because of death shall be treated as a
distribution for the purposes of this paragraph.

                     (4)   any Employee contributions, whether voluntary or
mandatory. However, amounts attributable to tax deductible qualified voluntary
employee contributions shall not be considered to be a part of the participant's
Aggregate Account balance.

                     (5)   with respect to unrelated rollovers and plan-to-plan
transfers (ones which are both initiated by the Employee and made from a plan
maintained by one employer to a plan maintained by another employer), if this
Plan provides the rollovers or plan-to-plan transfers, it shall always consider
such rollovers or plan-to-plan transfers as a distribution for the purposes of
this Section. If this Plan is the plan accepting such rollovers or plan-to-plan
transfers, it shall not consider such rollovers or plan-to-plan transfers as
part of the participant's Aggregate Account balance. However, rollovers or
plan-to-plan transfers accepted prior to January 1, 1984 shall be considered as
part of the participant's Aggregate Account balance.

                     (6)   with respect to related rollovers and plan-to-plan
transfers (ones either not initiated by the Employee or made to a plan
maintained by the same employer), if this Plan provides the rollover or
plan-to-plan transfer, it shall not be counted as a distribution for purposes of
this Section. If this Plan is the plan accepting such rollover or plan-to-plan
transfer, it shall consider such rollover or plan-to-plan transfer as part of
the Participant's Aggregate Account balance, irrespective of the date on which
such rollover or plan-to-plan transfer is accepted.

                     (7)   For the purposes of determining whether two employers
are to be treated as the same employer in (5) and (6) above, all employers
aggregated under Code Section 414(b), (c), (m) and to) are treated as the same
employer.

               (d)   "Aggregation Group" means either a Required Aggregation
Group or a Permissive Aggregation Group as hereinafter determined.

                     (1)   Required Aggregation Group: In determining a Required
Aggregation Group hereunder, each plan of the Employer in which a Key Employee
is a participant in the Plan Year containing the Determination Date or any of
the four preceding Plan Years, and each other plan of the Employer which enables
any plan in which a Key Employee participates to meet the requirements of Code
Sections 401ia)(4) or 410, will be required to be aggregated. Such group shall
be known as a Required Aggregation Group.

                     In the case of a Required Aggregation Group, each plan in
the group will be considered a Top Heavy Plan if the Required Aggregation Group
is a Top Heavy Group. No plan in the Required Aggregation Group will be
considered a Top Heavy Plan if the Required Aggregation Group is not a Top Heavy
Group.

                                       55
<PAGE>

                     (2)   Permissive Aggregation Group: The Employer may also
include any other plan not required to be included in the Required Aggregation
Group. provided the resulting group, taken as a whole. would continue to satisfy
the provisions of Code Sections 401(a)(4) and 410. Such group shall be known as
a Permissive Aggregation Group.

                     In the case of a Permissive Aggregation Group, only a plan
that is part of the Required Aggregation Group will be considered a Top Heavy
Plan if the Permissive Aggregation Group is a Top Heavy Group. No plan in the
Permissive Aggregation Group will be considered a Top Heavy Plan if the
permissive Aggregation Group is not a Top Heavy Group.

                     (3)   Only those plans of the Employer in which the
Determination Dates fall within the same calendar year shall be aggregated in
order to determine whether such plans are Top Heavy Plans.

                     (4)   An Aggregation Group shall include any terminated
plan of he Employer if it was maintained within the last five (5) years ending
on the Determination Date.

               (e)   "Determination Date" means (a) the last day of the
preceding Plan Year, or (b) in the case of the first plan Year, the last day of
such Plan Year.

               (f)   Present Value of Accrued Benefit: In the case of a defined
benefit plan, the Present value of Accrued Benefit for a Participant other than
a Key Employee, shall be as determined using the single accrual method used for
all plans of the Employer and Affiliated Employers, or if no such single method
exists, using a method which results in benefits accruing not more rapidly than
the slowest accrual rate permitted under Code Section 411(b)(l)(C) The
determination of the Present Value of Accrued Benefit shall be determined as of
the most recent Valuation Date that falls within or ends with the 12-month
period ending on the Determination Date except as provided in Code Section 416
and the Regulations thereunder for the first and second plan years of a defined
benefit plan.

               (g)   "Top Heavy Group" means an Aggregation Group in which, as
of the Determination Date, the sum of:

                     (1)   the Present Value of Accrued Benefits of Key
Employees under all defined benefit plans included in the group, and

                     (2)   the Aggregate Accounts of Key Employees under all
defined contribution plans included in the group, exceeds sixty percent (60%) of
a similar sum determined for all Participants.

                            ARTICLE X - MISCELLANEOUS

         10.1  PARTICIPANT'S RIGHTS

         This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or to interfere with the right of the Employer to
discharge any Participant or Employee at any time regardless of the effect which
such discharge shall have upon him as a Participant of this Plan.

                                       56
<PAGE>

         10.2  ALIENATION

               (a)   Subject to the exceptions provided below, no benefit which
shall be payable out of the Trust Fund to any person (including a Participant or
his Beneficiary) shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the
same shall be void; and no such benefit shall in any manner be liable for, or
subject to, the debts, contracts, liabilities, engagements, or torts of any such
person, nor shall it be subject to attachment or legal process for or against
such person, and the same shall not be recognized. by the Trustee, except to
such extent as may be required by law.

               (b)   This provision shall not apply to a "qualified domestic
relations order" defined in Code Section 414(p), and those other domestic
relations orders permitted to be so treated by the Administrator under the
provisions of the Retirement Equity Act of 1984. The Administrator shall
establish a written procedure to determine the qualified status of domestic
relations orders and to administer distributions under such qualified orders.
Further, to the extent provided under a "qualified domestic relations order." a
former spouse of a Participant shall be treated as the spouse or surviving
spouse for all purposes under the Plan.

         10.3  CONSTRUCTION OF PLAN

         This Plan and Trust shall be construed and enforced according to the
Act and the laws of the State of California, other than its laws respecting
choice of law, to the extent not preempted by the Act.

         10.4  GENDER AND NUMBER

         Wherever any words are used herein in the masculine, feminine or neuter
gender, they shall be construed as though they were also used in another gender
in all cases where they would so apply, and whenever any words are used herein
in the singular or plural form, `they shall be construed as though they were
also used in the other form in all cases where they would so apply.

         10.5  LEGAL ACTION

         In the event any claim, suit, or proceeding is brought regarding the
Trust and/or Plan established hereunder to which the Trustee, the Employer or
the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee, the Employer or the Administrator, they shall
be entitled to be reimbursed from the Trust Fund for any and all costs,
attorney's fees, and other expenses pertaining thereto incurred by them for
which they shall have become liable.

         10.6  PROHIBITION AGAINST DIVERSION OF FUNDS

               (a)   Except as provided below and otherwise specifically
permitted by law, it shall be impossible by operation of the Plan or of the
Trust, by termination of either, by power of revocation or amendment, by the
happening of any contingency, by collateral arrangement or by any other means,
for any part of the corpus or income of any trust fund maintained pursuant to

                                       57
<PAGE>

the Plan or any funds contributed thereto to be used for, or diverted to,
purposes other than the exclusive benefit of Participants, Retired Participants,
or their Beneficiaries.

               (b)   In the event the Employer shall make an excessive
contribution under a mistake of fact pursuant to Act Section 403(c)(2)(A), the
Employer may demand repayment of such excessive contribution at any time within
one (1) year following the time of payment and the Trustees shall return such
amount to the Employer within the one (1) year period. Earnings of the Plan
attributable to the excess contributions may not be returned to the Employer but
any losses attributable thereto must reduce the amount so returned.

         10.7  BONDING

         Every Fiduciary, except a bank or an insurance company, unless exempted
by the Act and regulations thereunder, shall be bonded in an amount not less
than 10% of the amount of the funds such Fiduciary handles; provided, however,
that the minimum bond shall be $1,000 and the maximum bond, $500,000. The amount
of funds handled shall be determined at the beginning of each Plan Year by the
amount of funds handled by such person, group, or class to be covered and their
predecessors, if any, during the preceding Plan Year, or if there is no
preceding Plan Year, then by the amount of the funds to be handled during the
then current year. The bond shall provide protection to the plan against any
loss by reason of acts of fraud or dishonesty by the Fiduciary alone or in
connivance with others. The surety shall be a corporate surety company (as such
term is used in Act Section 412(a)(2)), and the bond shall be in a form approved
by the Secretary of Labor. Notwithstanding anything in the Plan to the contrary,
the cost of such bonds shall be an expense of and may, at the election of the
Administrator, be paid from the Trust Fund or by the Employer.

         10.8  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE

         Neither the Employer, the Administrator, nor the Trustee, nor their
successors shall be responsible for the validity of any Contract issued
hereunder or for the failure on the part of the insurer to make payments
provided by any such Contract, or for the action or any person which may delay
payment or render a Contract null and void or unenforceable in whole or in part.

         10.9  INSURER'S PROTECTIVE CLAUSE

         Any insurer who shall issue Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of
this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to
see to the application of any funds paid to the Trustee, nor be required to
question any actions directed by the Trustee. Regardless of any provision of
this Plan, the insurer shall not be required to take or permit any action or
allow any benefit or privilege contrary to the terms of any Contract which it
issues hereunder, or the rules of the insurer.

         10.10 RECEIPT AND RELEASE FOR PAINTS

         Any payment to any Participant, his legal representative, Beneficiary,
or to any guardian or committee appointed for such Participant or Beneficiary in
accordance with the provisions of the Plan, shall, to the extent thereof, be in
full-satisfaction of all claims hereunder against the Trustee and the Employer,
either of whom may require such Participant, legal representative, Beneficiary.

                                       58
<PAGE>

guardian or committee, as a condition precedent to such payment, to execute a
receipt and release thereof in such form as shall be determined by the Trustee
or Employer.

         10.11 ACTION BY THE EMPLOYER

         Whenever the Employer under the terms of the plan is permitted or
required to do or perform any act or matter or thing, it shall be done and
performed by a person duly authorized by its legally constituted authority.

         10.12 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY

         The "named Fiduciaries" of this Plan are (1) the Employer (2) the
Administrator and (3) the Trustee. The named Fiduciaries shall have only those
specific powers, duties, responsibilities, and obligations as are specifically
given them under the Plan or as accepted by or assigned to them pursuant to any
procedure provided under the Plan, including but not limited to any agreement
allocating or delegating their responsibilities, the terms of which are
incorporated herein by reference. In general, unless otherwise indicated herein
or pursuant to such agreements, the Employer shall have the duties specified in
Article II hereof, as the same may be allocated or delegated thereunder,
including but not limited to the responsibility for making the contributions
provided for under Section 4.1; and shall have the authority to appoint and
remove the Trustee and the Administrator; to formulate the Plan's "funding
policy and method"; and to amend or terminate, in whole or in part, the Plan.
The Administrator shall have the responsibility for the administration of the
Plan, including but not limited to the items specified in Article II of the
Plan, as the same may be allocated or delegated thereunder. The Trustee shall
have the responsibility of management and control of the assets held under the
Trust, except to the extent directed pursuant to Article II or with respect to
those assets, the management of which has been assigned to an Investment
Manager, who shall be solely responsible for the management of the assets
assigned to it, all as specifically provided in the Plan and any agreement with
the Trustee. Each named Fiduciary warrants that any directions given,
information furnished, or action taken by it shall be in accordance with the
provisions of the Plan, authorizing or providing for such direction, information
or action. Furthermore, each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the Plan,
and is not required under the plan to inquire into the propriety of any such
direction, information or action. It is intended under the Plan that each named
Fiduciary shall be responsible for the proper exercise of its own powers,
duties, responsibilities and obligations under the Plan as specified or
allocated herein. No named Fiduciary shall guarantee the Trust Fund in any
manner against investment loss or depreciation in asset value. Any person or
group may serve in more than one Fiduciary capacity. In the furtherance of their
responsibilities hereunder, the "named Fiduciaries" shall be empowered to
interpret the Plan and Trust and to resolve ambiguities, inconsistencies and
omissions, which findings shall be binding, final and conclusive.

         10.13 HEADINGS

         The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any construction of the
provisions hereof.

         10.14 APPROVAL BY INTERNAL REVENUE SERVICE

               (a)   Notwithstanding anything herein to the contrary,
contributions to this plan are conditioned upon the initial qualification of the
Plan under Code Section 401. If the Plan receives an adverse Determination with

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<PAGE>

respect to its initial qualification, then the Plan may return such
contributions to the Employer within one year after such determination, provided
the application for the determination is made by the time prescribed by law for
filing the Employer's return for the taxable year in which the plan was adopted,
or such later date as the Secretary of the Treasury may prescribe.

               (b)   Notwithstanding any provisions to the contrary, except
Sections 3.5, 3.6, and 4.lie), any contribution by the Employer to the Trust
Fund is conditioned upon the deductibility of the contribution by the Employer
under the Code and, to the extent any such deduction is disallowed, the Employer
may, within one (1) year following the disallowance of the deduction, demand
repayment of such disallowed contribution and the Trustee shall return such
contribution within one (1) year following the disallowance. Earnings of the
plan attributable to the excess contribution may not be returned to the
Employer, but any losses attributable thereto must reduce the amount so
returned.

         10.15 UNIFORMITY

         All provisions of this Plan shall be interpreted and applied in a
uniform, nondiscriminatory manner. In the event of any conflict between the
terms of this Plan and any Contract purchased hereunder, the Plan Provisions
shall control.

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         IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.

                                       First National Bank


                                       By /s/ PAUL B. HOGAN
                                          --------------------------------------
                                          Paul B. Hogan
                                          EMPLOYER



                                       The Mechanics Bank


                                       By /s/ CHARLES RUHL
                                          --------------------------------------
                                          Charles Ruhl
                                          TRUSTEE



                                          ATTEST
                                                 -------------------------------


                                       61
<PAGE>

                              AMENDMENT NUMBER ONE
                             TO FIRST NATIONAL BANK
                                  SAVINGS PLAN

                            SUMMARY PLAN DESCRIPTION
                             MATERIAL MODIFICATIONS


                                       62
<PAGE>

                               FIRST NATIONAL BANK
                                  SAVINGS PLAN

                            SUMMARY PLAN DESCRIPTION
                             MATERIAL MODIFICATIONS

I.       INTRODUCTION

         First National Bank of Northern California has amended your 401(k)
Profit Sharing Plan as of March 15, 1998.

         This is merely a summary of the most important changes to the Plan. It
is presented to you as an addition to the Summary Plan Description. If you have
any questions, contact your Plan's Administrator. A copy of the Plan, including
this amendment, is available for your inspection. If there is any discrepancy
between the terms of the Plan or the amendment itself and this summary of
material modifications, the provisions of the plan, as amended, will control.

II.      GENERAL INFORMATION ABOUT YOUR PLAN

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

         1.       General Plan Information

         The amended provisions of your Plan become effective on March 15, 1998,
unless otherwise provided.

         2.       Employer Information

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

         First National Bank of Northern California
         975 El Camino Real
         South San Francisco, California 94080
         94-6064034

         3.       Plan Administrator Information

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

         First National Bank of Northern California
         975 El Camino Real
         South San Francisco, California 94080
         (415) 875-4860

         Your Plan's Administrator keeps the records for the Plan and is
responsible for the administration of the Plan. The Administrator has
discretionary authority to construe the terms of the Plan and make
determinations on questions which may affect your eligibility for benefits. Your
Plan's Administrator will also answer any questions you may have about your
Plan.

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III.     SUMMARY OF CHANGES

         1.       Years of Service With Other Employers If you worked for
Mid-Peninsula Bank, you will receive credit for all Plan purposes for your Years
of Service with Mid-Peninsula.

         If you worked for the branch of Bank of America that your Employer
acquired on March 15, 1998, you will receive credit for all Plan purposes for
your Years of Service with Bank of America.


                                       64
<PAGE>






                             AMENDMENT NUMBER ONE TO
                               FIRST NATIONAL BANK
                                  SAVINGS PLAN


                                       65
<PAGE>

                             AMENDMENT NUMBER ONE TO
                               FIRST NATIONAL BANK
                                  SAVINGS PLAN

         BY THIS AGREEMENT, First National Bank Savings Plan (herein referred to
as the "Plan") is hereby amended as follows, effective as of March 15, 1998,
except as otherwise provided:

         1.       The definition of "Year of Service" is amended by the addition
of the following paragraphs:

         Years of Service with Mid-Peninsula Bank shall be recognized. Years of
Service with Bank of America shall be recognized for those employees of the
branch bank purchased by the employer from Bank of America on March 15, 1998.


         IN WITNESS WHEREOF, this Amendment has been executed this Thirteenth
day of May, 1998 Signed, sealed, and delivered in the presence of:

                                       First National Bank of
                                       Northern California


                                       By /s/ PAUL B. HOGAN
                                          --------------------------------------
                                          Paul B. Hogan
                                          EMPLOYER



                                       The Mechanics Bank


                                       By /s/ CHARLES RUHL
                                          --------------------------------------
                                          Charles Ruhl
                                          TRUSTEE


                                       ATTEST


                                       66
<PAGE>