WEIS MARKETS, INC.
                               STOCK BONUS PLAN


                            Originally Effective
                               January 1, 1978


                      As Amended And Restated Effective
                               January 1, 1997
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                     Weis Markets, Inc. Stock Bonus Plan

                               TABLE OF CONTENTS

PREAMBLE                                                                    1

ARTICLE I - DEFINITIONS                                                     2
  Section 1.1 - References                                                  2
  Section 1.2 - Compensation                                                2
  Section 1.3 - Dates                                                       3
  Section 1.4 - Employee                                                    4
  Section 1.5 - Employer                                                    5
  Section 1.6 - Fiduciaries                                                 5
  Section 1.7 - Participant/Beneficiary                                     5
  Section 1.8 - Participant Accounts                                        6
  Section 1.9 - Plan                                                        6
  Section 1.10 - Service                                                    6
  Section 1.11 - Trust                                                      7
  Section 1.12 - Stock Bonus Plan Specific Definitions                      8

ARTICLE II - PARTICIPATION                                                  8
  Section 2.1 - Eligibility Service                                         8
  Section 2.2 - Plan Participation                                          8
  Section 2.3 - Termination of Participation                                9
  Section 2.4 - Re-Participation (Break In Service Rules)                   9

ARTICLE III - ALLOCATIONS TO PARTICIPANT ACCOUNTS                          10
  Section 3.1 - General Provisions                                         10
  Section 3.2 - Employer Contributions                                     11
  Section 3.3 - Employee Nondeductible Contributions                       12
  Section 3.4 - Rollover/Transfer Contributions                            12
  Section 3.5 - Allocation of Investment Results                           12

ARTICLE IV - PAYMENT OF PARTICIPANT ACCOUNTS                               13
  Section 4.1 - Vesting Service Rules                                      13
  Section 4.2 - Vesting of Participant Accounts                            13
  Section 4.3 - Payment of Participant Accounts                            16
  Section 4.4 - In-Service Payments                                        19
  Section 4.5 - Distributions under Domestic Relations Orders              19

ARTICLE V - ADDITIONAL QUALIFICATION RULES                                 20
  Section 5.1 - Limitations on Allocations under Code Section 415          20
  Section 5.2 - Joint and Survivor Annuity Requirements                    23
  Section 5.3 - Distribution Requirements                                  25
  Section 5.4 - Top Heavy Provisions                                       29
  Section 5.5 - Deductible Voluntary Employee Contributions                33
  Section 5.6 - Stock Bonus Plan Distribution Options                      33

ARTICLE VI - ADMINISTRATION OF THE PLAN                                    35
  Section 6.1 - Fiduciary Responsibility                                   35
  Section 6.2 - Plan Administrator                                         36
  Section 6.3 - Claims Procedure                                           37
  Section 6.4 - Trust Fund                                                 37
  Section 6.5 - Investment Policy                                          38

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                      Weis Markets, Inc. Stock Bonus Plan

  Section 6.6 - Prohibitions Against Allocations                           38
  Section 6.7 - Valuation of the Trust Fund                                39
  Section 6.8 - Voting Corporate Stock                                     39

ARTICLE VII - AMENDMENT AND TERMINATION OF PLAN                            40
  Section 7.1 - Right to Discontinue and Amend                             40
  Section 7.2 - Amendments                                                 40
  Section 7.3 - Protection of Benefits in Case of Plan Merger              41
  Section 7.4 - Termination of Plan                                        41

ARTICLE VIII - MISCELLANEOUS PROVISIONS                                    41
  Section 8.1 - Exclusive Benefit - Non-Reversion                          41
  Section 8.2 - Inalienability of Benefits                                 41
  Section 8.3 - Employer-Employee Relationship                             42
  Section 8.4 - Binding Agreement                                          42
  Section 8.5 - Separability                                               42
  Section 8.6 - Construction                                               42
  Section 8.7 - Copies of Plan                                             42
  Section 8.8 - Interpretation                                             42

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                     Weis Markets, Inc. Stock Bonus Plan

                                   PREAMBLE

This amended and restated plan, executed on the date indicated at the end
hereof, is made effective as of January 1, 1997, except as provided
otherwise in Section 1.3(c), by Weis Markets, Inc., a Corporation, with its
principal office located in Sunbury, Pennsylvania.

                             W I T N E S S E T H :

WHEREAS, effective January 1, 1978, the employer established the employee
stock ownership plan for its employees; and,

WHEREAS, effective January 1, 1988, the employer amended the plan to a
stock bonus plan and desires to continue to maintain a permanent qualified
plan in order to enable its employees to share in the growth and prosperity
of the Corporation and to provide its employees and their beneficiaries
with financial security in the event of retirement, disability, or death;
and

WHEREAS, effective January 1, 2002, the employer, amended the plan in
conformity with changes in federal law, and to clarify dispositions to
beneficiaries by amending Section 4.2(a)(5)(B) in Article IV.

WHEREAS, it is desired to amend said plan;

NOW THEREFORE, the premises considered, the original plan is hereby
replaced by this amended and restated plan, and the following are the
provisions of the qualified plan of the employer as restated herein;
provided, however, that each employee who was previously a participant
shall remain a participant, and no employee who was a participant in the
plan before the date of amendment shall receive a benefit under this
amended plan which is less than the benefit he was then entitled to receive
under the plan as of the day prior to the amendment.

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                     Weis Markets, Inc. Stock Bonus Plan

                            ARTICLE I - DEFINITIONS

Section 1.1 - References

    (a) Code means the Internal Revenue Code of 1986, as it may be amended
        from time to time.

    (b) ERISA means the Employee Retirement Income Security Act of 1974,
        as amended.

Section 1.2 - Compensation

    (a) Compensation means, except as provided in Section 1.2(b) hereof,
        any earnings reportable as W-2 wages for Federal income tax
        withholding purposes and earned income, plus elective contributions,
        for the plan year.

        However, compensation shall not include any earnings reportable as W-
        2 wages that are payable following the termination of employment
        pursuant to a severance agreement.

        Elective contributions are amounts excludible from the employee's
        gross income and contributed by the employer, at the employee's
        election to:

                  *  A cafeteria plan (excludible under Code section 125);

                  *  A Code section 401(k) arrangement (excludible under Code
                     section 402(e)(3));

                  *  A simplified employee pension (excludible under Code
                     section 402(h));

                  *  A tax sheltered annuity (excludible under Code section
                     403(b)); or

                  *  Effective for plan years beginning on or after
                     January 1, 1998, a Code section 132(f)(4) qualified
                     transportation fringe benefit plan.

        "Earned Income" means net earnings from self-employment in the trade
        or business with respect to which the employer has established the
        plan, provided that personal services of the individual are a
        material income producing factor.  Net earnings shall be determined
        without regard to items excluded from gross income and the deductions
        allocable to those items.  Net earnings shall be determined after the
        deduction allowed to the self-employed individual for all
        contributions made by the employer to a qualified plan and, for plan
        years beginning after December 31, 1989, the deduction allowed to the
        self-employed under Code section 164(f) for self-employment taxes.

        Any reference in this plan to compensation shall be a reference to
        the definition in this Section 1.2, unless the plan reference
        specifies a modification to this definition.  The plan administrator
        shall take into account only compensation actually paid by the
        employer for the relevant period.  A compensation payment includes
        compensation by the employer through another person under the common
        paymaster provisions in Code sections 3121 and 3306.  Compensation
        from an employer that is not a participating employer under this plan
        shall be excluded.

    (b) Exclusions From Compensation - Notwithstanding the provisions of
        Section 1.2(a), the following types of remuneration shall be excluded
        from the participant's compensation:

                  *  Contributions to or benefits from this plan

                  *  Compensation in excess of $100,000 (for purposes of
                     allocations in Section 3.2)

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                     Weis Markets, Inc. Stock Bonus Plan

                  *  Distributions from a nonqualified deferred compensation
                     Plan

    (c) Limitations on Compensation

        (1) Compensation Dollar Limitation - For any plan year beginning
            after December 31, 2001, the plan administrator shall take into
            account only the first $200,000 (or beginning January 1, 2003,
            such larger amount as the Commissioner of Internal Revenue may
            prescribe) of any participant's compensation for determining all
            benefits provided under the plan.  For any plan year beginning
            after December 31, 1993 but before January 1, 2002, the plan
            administrator shall take into account only the first $150,000 (or,
            for plan years beginning after December 31, 1994 but before
            January 1, 2002, such larger amount as the Commissioner of
            Internal Revenue may prescribe) of any participant's compensation
            for determining all benefits provided under the plan.  For any
            plan year beginning after December 31, 1988 but before
            January 1, 1994, the plan administrator shall take into account
            only the first $200,000 (or, for plan years beginning after
            December 31, 1989 but before January 1, 1994, such larger amount
            as the Commissioner of Internal Revenue may prescribe) of any
            participant's compensation for determining all benefits provided
            under the plan.  The compensation dollar limitation for a plan
            year shall be the limitation amount in effect on January 1 of the
            calendar year in which the plan year begins.  For any plan year
            beginning before January 1, 1989, the $200,000 limitation (but not
            the family aggregation requirement described in Section 1.2(c)(2))
            applies only if the plan is top heavy for such plan year or
            operates as a deemed top heavy plan for such plan year.  If the
            plan should determine compensation on a period of time that
            contains less than 12 calendar months (such as for a short plan
            year), the annual compensation dollar limitation shall be an
            amount equal to the compensation dollar limitation for the plan
            year multiplied by the ratio obtained by dividing the number of
            full months in the period by 12.

        (2) Application of Compensation Limitation to Certain Family
            Members - For any plan year beginning after December 31, 1988 but
            before January 1, 1997, the compensation dollar limitation shall
            apply to the combined compensation of the employee and of any
            family member who is either (A) the employee's spouse, or (B) the
            employee's lineal descendant under the age of 19 as described in
            this Section 1.2(c)(2).  If, for such a plan year, the combined
            compensation of the employee and such family members who are
            participants entitled to an allocation for that plan year shall
            exceed the compensation dollar limitation, compensation for each
            such participant, for purposes of the contribution and allocation
            provisions of Article III, shall mean his adjusted compensation.

            Adjusted compensation shall mean the amount that bears the same
            ratio to the compensation dollar limitation as the affected
            participant's compensation (without regard to the compensation
            dollar limitation) bears to the combined compensation of all the
            affected participants in the family unit.

    (d) Compensation for Nondiscrimination Testing - For purposes of
        determining whether the plan discriminates in favor of highly
        compensated employees, compensation means compensation as defined in
        this Section 1.2, except that the employer will not give effect to
        any exclusion from compensation specified in Section 1.2(b).
        Notwithstanding the above, the employer shall exclude from this
        nondiscrimination definition of compensation the following items of
        compensation excludible under Code section 414(s) and the applicable
        Treasury regulations:

                  *  Contributions to or benefits from this plan

                  *  Compensation in excess of $100,000 (for purposes of
                     allocations in Section 3.2)

                  *  Distributions from a nonqualified deferred compensation
                     Plan

Section 1.3 - Dates

    (a) Accounting Date means the date(s) on which investment results are
        allocated to participants' accounts as set forth below:

            December 31

    (b) Allocation Date means the date as of which any contribution is
        allocated to participants' accounts.  The employer contribution and
        forfeitures shall be allocated as of December 31.

    (c) The Effective Date of the plan is January 1, 1978.

        The effective date of this amendment and restatement is January 1,
        1997; provided, however that the plan provision required to comply
        with the Family and Medical Leave Act shall be effective August 5,
        1993, the plan provisions required to comply with the Uniformed
        Services Employment and Reemployment Rights Act of 1994 shall be
        effective December 12, 1994, the plan provisions required to comply
        with the Retirement Protection Act of 1994 shall generally be
        effective on the first day of the first limitation year beginning
        after December 31, 1994, the plan provisions required to comply with
        the Small Business Job Protection Act of 1996 shall generally be
        effective on the first day of the plan year beginning after December
        31, 1996, the plan provisions required to comply with the Taxpayer
        Relief Act of 1997 shall generally be effective on the first day of
        the plan year beginning after August 5, 1997, and the plan provisions

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                     Weis Markets, Inc. Stock Bonus Plan

        required to comply with the Economic Growth and Tax Relief
        Reconciliation Act of 2001 (EGTRRA) shall generally be effective on
        the first day of the plan year beginning after December 31, 2001,
        except as specified otherwise in this plan or in said Acts.  The plan
        provisions amended to comply with EGTRRA are intended as good faith
        compliance with the requirements of EGTRRA and are to be construed in
        accordance with EGTRRA and guidance issued thereunder.
        Effective for plan years beginning before January 1, 1998, the dollar
        amount appearing in Sections 4.2(b), 4.2(c), 4.3(d), 4.4(b) and 4.5
        shall be $3,500 as provided under the prior provisions of the plan
        before this restatement.  The $5,000 dollar amount in such Sections
        shall be effective for plan years beginning after December 31, 1997.

        Effective as of January 1, 2002, the beneficiary designation section
        4.2(a)(5)(B) has been amended.

    (d) Plan Entry Date means the participation date(s) specified in
        Article II.

    (e) Plan Year means the 12-consecutive month period beginning on
        January 1 and ending on December 31.

    (f) Limitation Year means the plan year.

Section 1.4 - Employee

    (a) (1) Employee means any person employed by the employer, including
            an owner-employee or other self-employed individual (as defined in
            Section 1.4(a)(3)).  The term employee shall include any employee
            of the employer maintaining the plan or of any other
            employer required to be aggregated with such employer under Code
            section 414 (b), (c), (m) or (o).  The term employee shall also
            include any leased employee deemed to be an employee of any such
            employer as provided in Code section 414 (n) or (o) and as defined
            in Section 1.4(a)(2).

        (2) Leased Employee means an individual (who otherwise is not an
            employee of the employer) who, pursuant to a leasing agreement
            between the employer and any other person, has performed services
            for the employer (or for the employer and any persons related to
            the employer within the meaning of Code section 414(n)(6)) on a
            substantially full time basis for at least one year and such
            services are performed under the primary direction or control of
            the employer.  If a leased employee is treated as an employee by
            reason of this Section 1.4(a)(2), compensation from the leasing
            organization that is attributable to services performed for the
            employer shall be considered as compensation under the plan.
            Contributions or benefits provided a leased employee by the
            leasing organization that are attributable to services performed
            for the employer shall be treated as provided by the employer.

            Safe harbor plan exception - The plan shall not treat a leased
            employee as an employee if the leasing organization covers the
            employee in a safe harbor plan and, prior to application of this
            safe harbor plan exception, 20% or less of the employer's
            nonhighly compensated employees are leased employees.  A safe
            harbor plan is a money purchase pension plan providing immediate
            participation, full and immediate vesting, and a nonintegrated
            contribution formula equal to at least 10% of the employee's
            compensation without regard to employment by the leasing
            organization on a specified date.  The safe harbor plan must
            determine the 10% contribution on the basis of compensation as
            defined in Section 1.2(a) without regard to Section 1.2(b).

        (3) Owner-Employee/Self Employed Individual - Owner-employee means
            a self-employed individual who is a sole proprietor, (if the
            employer is a sole proprietorship) or who is a partner (if the
            employer is a partnership) owning more than 10% of either the
            capital or profits interest of the partnership.  Self-employed
            individual means an individual who has earned income for the
            taxable year from the trade or business for which the plan is
            established, or who would have had earned income but for the fact
            that the trade or business had no net profits for the taxable
            year.

    (b) Highly Compensated Employee means any employee who:

        (1) was a more than 5% owner of the employer (applying the
            constructive ownership rules of Code section 318, and applying the
            principles of Code section 318, for an unincorporated entity) at
            any time during the current or the preceding plan year; or

        (2) for the preceding plan year -

            (A) had compensation from the employer in excess of $80,000 (as
                adjusted by the Commissioner of Internal Revenue pursuant to
                Code section 415(d), except that the base period shall be the
                calendar quarter ending September 30, 1996), and

            (B) if the employer elects the application of this Subparagraph
                for such preceding plan year, was in the top-paid group of
                employees for such preceding plan year.  For this purpose, an
                employee is in the top-paid group of employees for any plan
                year if such employee is in the group consisting of the top
                20% of the employees when ranked on the basis of compensation
                paid during such plan year.

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                     Weis Markets, Inc. Stock Bonus Plan

        The term highly compensated employee also includes any former
        employee who separated from service (or has a deemed separation from
        service, as determined under Treasury regulations) prior to the plan
        year, performs no service for the employer during the plan year, and
        was a highly compensated employee either for the separation plan
        year or any plan year ending on or after his 55th birthday, based on
        the applicable rules in effect for such plan year.

        For purposes of determining who is a highly compensated employee
        under this Section 1.4(b), compensation means compensation as defined
        in Section 1.2(a) without regard to Section 1.2(b).

        The plan administrator shall make the determination of who is a
        highly compensated employee, and, if the employer so amends this
        plan, this determination shall include the determination of the
        number and identity of the top-paid 20% group, consistent with Code
        section 414(q) and regulations issued thereunder.  The employer may
        amend this plan to make a calendar year data election with regard to
        the plan year preceding the current plan year to determine the
        employees with compensation in excess of $80,000 and the top-paid 20%
        group, as prescribed by Treasury regulations.  A top-paid 20% group
        election or a calendar year data election must apply to all plans and
        arrangements of the employer.

        This Section 1.4(b) is effective for plan years beginning after
        December 31, 1996, except that, in determining whether an employee is
        a highly compensated employee in 1997, this provision shall be
        treated as having been in effect for the last plan year beginning
        before January 1, 1997.

    (c) Nonhighly Compensated Employee means any employee who is not a
        highly compensated employee.

Section 1.5 - Employer

    (a) Employer means Weis Markets, Inc. or any successor entity by
        merger, purchase, consolidation, or otherwise; or an organization
        affiliated with the employer that may assume the obligations of this
        plan with respect to its employees by becoming a party to this plan.
        Another employer, whether or not it is affiliated with the sponsor
        employer, may adopt this plan to cover its employees by filing with
        the sponsor employer a written resolution adopting the plan, upon
        which the sponsor employer shall indicate its acceptance of such
        employer as an employer under the plan.  Each such employer shall be
        deemed to be the employer only as to persons who are on its payroll.

    (b) Employer for Compliance Testing - For purposes of determining
        whether the plan satisfies the participation coverage requirements of
        Code section 410(b) and the limitations on benefits and allocations
        under Code section 415, employer shall mean the employer that adopts
        this plan, and all members of a controlled group of corporations (as
        defined in Code section 414(b)), all commonly controlled trades or
        businesses (as defined in Code section 414(c)) or affiliated service
        groups (as defined in Code section 414(m)) of which the adopting
        employer is a part, and any other entity required to be aggregated
        with the employer pursuant to regulations under Code section 414(o).

Section 1.6 - Fiduciaries

    (a) Named Fiduciary means the person or persons having fiduciary
        responsibility for the management and control of plan assets.

    (b) Plan Administrator means the person or persons appointed by the
        named fiduciary to administer the plan.

    (c) Trustee means the trustee named in the trust agreement executed
        pursuant to this plan, or any duly appointed successor trustee.

    (d) Investment Manager means a person or corporation other than the
        trustee appointed for the investment of plan assets.

Section 1.7 - Participant/Beneficiary

    (a) Participant means an eligible employee of the employer who becomes
        a member of the plan pursuant to the provisions of Article II, or a
        former employee who has an accrued benefit under the plan.

    (b) Beneficiary means a person designated by a participant who is or
        may become entitled to a benefit under the plan.  A beneficiary who
        becomes entitled to a benefit under the plan remains a beneficiary
        under the plan until the trustee has fully distributed his benefit to
        him.  A beneficiary's right to (and the plan administrator's, or a
        trustee's duty to provide to the beneficiary) information or data
        concerning the plan shall not arise until he first becomes entitled
        to receive a benefit under the plan.

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                     Weis Markets, Inc. Stock Bonus Plan

Section 1.8 - Participant Accounts


    (a) Employer Contribution Account means the balance of the separate
        account derived from employer's contributions, including forfeitures
        (if any) (if so provided under Section 3.2).

    (b) Rollover/Transfer Account means the balance of the separate
        account derived from rollover contributions and/or transfer
        contributions (if so provided under Section 3.4).

    (c) Accrued Benefit means the total of the participant's account
        balances as of the accounting date falling on or before the day on
        which the accrued benefit is being determined.

Section 1.9 - Plan

    Plan means Weis Markets, Inc. Stock Bonus Plan as set forth herein and
    as it may be amended from time to time.

Section 1.10 - Service

    (a) Service means any period of time the employee is in the employ of
        the employer, including any period the employee is on an unpaid leave
        of absence authorized by the employer under a uniform,
        nondiscriminatory policy applicable to all employees.  Separation
        from service means that the employee no longer has an employment
        relationship with the employer.

    (b) (1) Hour of Service means:

            (A) Each hour for which an employee is paid, or entitled to
                payment, for the performance of duties for the employer.
                These hours shall be credited to the employee for the
                computation period in which the duties are performed; and

            (B) Each hour for which an employee is paid, or entitled to
                payment, by the employer on account of a period of time during
                which no duties are performed (irrespective of whether the
                employment relationship has terminated) due to vacation,
                holiday, illness, incapacity (including disability), layoff,
                jury duty, military duty or leave of absence.  No more than 501
                hours of service shall be credited under this Subparagraph (B)
                for any single continuous period (whether or not such period
                occurs in a single computation period).  An hour of service
                shall not be credited to an employee under this Subparagraph
                (B) if the employee is paid, or entitled to payment, under a
                plan maintained solely for the purpose of complying with
                applicable worker's compensation or unemployment compensation
                or disability insurance laws.  Hours under this Subparagraph
                (B) shall be calculated and credited pursuant to section
                2530.200b-2 of the Department of Labor Regulations that are
                incorporated herein by this reference; and

            (C) Each hour for which back pay, irrespective of mitigation of
                damages, is either awarded or agreed to by the employer.  The
                same hours of service shall not be credited both under
                Subparagraph (A) or Subparagraph (B), as the case may be, and
                under this Subparagraph (C).  These hours shall be credited to
                the employee for the computation period or periods to which
                the award or agreement pertains rather than the computation
                period in which the award, agreement, or payment is made.

        Hours of service shall be determined on the basis of actual hours
        for which an employee is paid or entitled to payment.  The above
        provisions shall be construed so as to resolve any ambiguities in
        favor of crediting employees with hours of service.

        If, for the purposes of the plan, an employee's records are
        maintained on other than an hourly basis, the plan administrator,
        according to uniform rules applicable to a class of employees, may
        apply the following equivalencies for the purpose of crediting
        hours of service:

          Basis Upon Which Records             Credit Granted to Individual if
            Are Maintained                       Individual Earns One or More
                                                Hours of Service During Period
           _______________________             _______________________________
                    Shift                         Actual hours of full shift

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                            Day                      10 hours of service
                           Week                      45 hours of service
                Semi-Monthly Payroll Period          95 hours of service
                    Months of Employment            190 hours of service

        (2) Solely for purposes of determining whether a break in service
            for participation and vesting purposes has occurred in a
            computation period, an individual who is absent from work for
            maternity or paternity reasons shall receive credit for the hours
            of service that would otherwise have been credited to such
            individual but for such absence, or in any case in which such
            hours cannot be determined, 8 hours of service per day of such
            absence.  For purposes of this paragraph, an absence from work for
            maternity or paternity reasons means an absence (A) by reason of
            the pregnancy of the individual, (B) by reason of a birth of a
            child of the individual, (C) by reason of the placement of a child
            with the individual in connection with the adoption of such child
            by such individual, or (D) for purposes of caring for such child
            for a period beginning immediately following such birth or
            placement.  The hours of service credited under this paragraph
            shall be credited:  (A) in the computation period in which the
            absence begins if the crediting is necessary to prevent a break in
            service in that period, or (B) in all other cases, in the
            following computation period.  No more than 501 hours of service
            shall be credited under this paragraph for any single continuous
            period (whether or not such period occurs in a single computation
            period).

        (3) Solely for purposes of determining whether a break in service
            for participation and vesting purposes has occurred in a
            computation period, an individual who is absent from work on
            unpaid leave under the Family and Medical Leave Act shall receive
            credit for the hours of service that would otherwise have been
            credited to such individual but for such absence, or in any case
            in which such hours cannot be determined, 8 hours of service per
            day of such absence.  Such an individual shall be treated as
            actively employed for the purposes of participation and
            eligibility for an allocation of any employer contribution that
            may be provided under this plan.  Notwithstanding the preceding,
            this paragraph shall not apply if the employer or the particular
            employee is not subject to the requirements of the Family and
            Medical Leave Act at the time of the absence.

        (4) Hours of service shall be credited for employment with other
            members of an affiliated service group (under Code section
            414(m)), a controlled group of corporations (under Code section
            414(b)), or a group of trades or businesses under common control
            (under Code section 414(c)), of which the adopting employer is a
            member.  Hours of service shall also be credited for any leased
            employee who is considered an employee for purposes of this plan
            under Code section 414(n) or Code section 414(o).

    (c) (1) Year of Service means a 12-consecutive month computation period
            during which the employee completes the required number of hours of
            service with the employer as specified in Sections 2.1 or 4.1.  No
            more than one year of service will be credited for
            any 12 consecutive-month period unless otherwise required by Code
            section 410 or 411.

        (2) Service with Related Employers - For purposes of crediting
            years of service, hours of service credited in accordance with
            Section 1.10(b)(4) shall be taken into account.

        (3) Predecessor Service - If the employer maintains the plan of a
            predecessor employer, service with such predecessor employer shall
            be treated as service for the employer.  If the employer does not
            maintain the plan of a predecessor employer, then service as an
            employee of a predecessor employer shall not be considered as
            service under the plan, except as noted below:

                  *  No credit for predecessor service.

    (d) Break in Service (or One Year Break in Service) means a 12-
        consecutive month computation period during which a participant or
        former participant does not complete the specified number of hours of
        service with the employer as set forth in Sections 2.1(b) and 4.1(b).

    (e) Qualified Military Service - Notwithstanding any provision of this
        plan to the contrary, effective December 12, 1994, contributions,
        benefits, and service credit with respect to qualified military
        service will be provided in accordance with Code section 414(u).

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                     Weis Markets, Inc. Stock Bonus Plan

Section 1.11 - Trust

    (a) Trust means the qualified trust created under the employer's plan.

    (b) Trust Fund means all property held or acquired by the plan.

Section 1.12 - Stock Bonus Plan Specific Definitions

    (a) Stock Bonus Plan means a stock bonus plan as defined in Regulation
        section 1.401-1(b)(1)(iii) that meets the requirements of ERISA
        section 407(d)(3).

    (b) Corporate Stock means common stock issued by the employer (or by a
        corporation that is a member of the controlled group of corporations
        of which the employer is a member) that is readily tradable on an
        established securities market.  If there is no common stock that
        meets the foregoing requirement, the term corporate stock means
        common stock issued by the employer (or by a corporation that is a
        member of the same controlled group) having a combination of voting
        power and dividend rights equal to or in excess of:  (1) that class
        of common stock of the employer (or of any other such corporation)
        having the greatest voting power, and (2) that class of stock of the
        employer (or of any other such corporation) having the greatest
        dividend rights.  Noncallable preferred stock shall be deemed to be
        corporate stock if such stock is convertible at any time into stock
        that constitutes corporate stock hereunder and if such conversion is
        at a conversion price that (as of the date of the acquisition by the
        trust) is reasonable.  For purposes of the preceding sentence,
        pursuant to Code regulations, preferred stock shall be treated as
        noncallable if after the call there will be a reasonable opportunity
        for a conversion that meets the requirements of the preceding
        sentence.

    (c) Corporation means the entity whose corporate stock is the subject
        of this stock bonus plan.

    (d) Investment Accounts - For investment purposes, a participant's
        accounts may be placed in the two accounts as described herein.

        (1) Corporate Stock Account means the investment account of a
            participant that is credited with the shares of corporate stock
            purchased and paid for by the trust fund or contributed to the
            trust fund.

        (2) Other Investment Account means the investment account of a
            participant that is credited with his share of the net gain (or
            loss) of the plan, forfeitures, and employer contributions in
            other than corporate stock and that is debited with payments made
            to pay for corporate stock.

                          ARTICLE II - PARTICIPATION

Section 2.1 - Eligibility Service

    (a) Eligibility Year of Service means an eligibility computation
        period during which the employee completes at least 1,000 hours of
        service with the employer.

    (b) One Year Break in Service means for the purposes of this Article
        II an eligibility computation period during which the participant or
        former participant does not complete more than 500 hours of service
        with the employer.

    (c) Eligibility Computation Period - The initial eligibility
        computation period shall be the 12-consecutive month period beginning
        with the day on which the employee first performs an hour of service
        with the employer (employment commencement date).

        Succeeding eligibility computation periods shall be the 12-
        consecutive month periods beginning on the first anniversary of the
        employee's employment commencement date and succeeding anniversaries
        thereof.

Section 2.2 - Plan Participation

    (a) Eligibility

        (1) Age/service requirements - An employee who is a member of the
            eligible class of employees shall be eligible for plan
            participation after he has satisfied the following participation
            requirement(s):

            (A) Completion of 2 years of service.

            (B) No age requirement.

        (2) Eligible class of employees - All employees of the employer
            shall be eligible to be covered under the plan except for
            employees in the following categories:

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                  *  Individuals not directly employed by the employer as
                     defined in Section 1.5(a).  An employee of the employer
                     as that term is defined in Section 1.5(b) with respect to
                     the sponsoring employer shall not participate in this
                     plan unless such employee's direct employer affirmatively
                     elects to become a participating employer hereunder.

                  *  An employee prohibited from receiving an allocation of
                     certain corporate stock pursuant to Section 6.6(a).

                  *  Leased employees who are considered employees under the
                     plan.

                  *  Employees who are non-resident aliens (as defined in Code
                     section 7701(b)(1)(B)) and who receive no earned income
                     (as defined in Code section 911(d)(2)) from the employer
                     that constitutes income from sources within the United
                     States (as defined in Code section 861(a)(3)).

                  *  Employees included in a unit of employees covered by a
                     collective bargaining agreement between the employer and
                     employee representatives if retirement benefits were the
                     subject of good faith bargaining and if less than two
                     percent of the employees of the employer who are covered
                     pursuant to that agreement are professionals as defined
                     in Regulation section 1.410(b)-9(g).  For this purpose,
                     the term "employee representatives" does not include any
                     organization more than half of whose members are employees
                     who are owners, officers, or executives of the employer.

                  *  Commission salesmen.

                  *  Employees compensated on an hourly basis who are not
                     employed in a clerical capacity.

                  *  Employees who are employed as pharmacists or grocery
                     managers.

                  *  Highly compensated employees as defined in Section 1.4(b).

    (b) Entry Date - An eligible employee shall participate in the plan on
        the earlier of the January 1 or July 1 entry date coinciding with or
        immediately following the date on which he has met the age and
        service requirements.  If an employee who is not a member of the
        eligible class of employees becomes a member of the eligible class,
        such employee shall participate immediately, if he has satisfied the
        age and service requirements and would have otherwise previously
        become a participant.

Section 2.3 - Termination of Participation

    A participant shall continue to be an active participant of the plan so
    long as he is a member of the eligible class of employees and he does
    not incur a one-year break in service due to termination of employment.
    He shall become an inactive participant when he incurs a one-year break
    in service due to termination of employment, or at the end of the plan
    year during which he ceases to be a member of the eligible class of
    employees.  He shall cease participation completely upon the later of
    his receipt of a total distribution of his nonforfeitable account
    balance(s) under the plan or the forfeiture of the nonvested portion of
    the account balance(s).

Section 2.4 - Re-Participation (Break In Service Rules)

    (a) Vested Participant - A former participant who had a nonforfeitable
        right to all or a portion of his account balance derived from
        employer contributions at the time of his termination from service
        shall become a participant immediately upon returning to the employ
        of the employer, if he is a member of the eligible class of
        employees.

    (b) Nonvested Participant - In the case of a former participant who
        did not have any nonforfeitable right to his account balance derived
        from employer contributions at the time of his termination from
        service, years of service before a period of consecutive one-year
        breaks in service shall not be taken into account in computing
        service if the number of consecutive one-year breaks in service in
        such period equals or exceeds the greater of 5 or the aggregate
        number of years of service before such breaks in service.  Such
        aggregate number of years of service shall not include any years of
        service disregarded under the preceding sentence by reason of prior
        breaks in service.

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        If such former participant's years of service before termination from
        service are disregarded pursuant to the preceding paragraph, he shall
        be considered a new employee for eligibility purposes.  If such
        former participant's years of service before termination from service
        may not be disregarded pursuant to the preceding paragraph, he shall
        participate immediately upon returning to the employ of the employer,
        if he is a member of the eligible class of employees.

    (c) Return to Eligible Class - If a participant becomes an inactive
        participant, because he is no longer a member of the eligible class
        of employees, but does not incur a break in service; such inactive
        participant shall become an active participant immediately upon
        returning to the eligible class of employees.  If such participant
        incurs a break in service, eligibility shall be determined under the
        re-participation rules in Section 2.4(a) and (b) above.

               ARTICLE III - ALLOCATIONS TO PARTICIPANT ACCOUNTS

Section 3.1 - General Provisions

    (a) Maintenance of Participant Accounts - The plan administrator shall
        maintain separate accounts covering each participant under the plan
        as herein described.  Such accounts shall be increased by
        contributions, reallocation of forfeitures (if any), investment
        income, and market value appreciation of the fund.  They shall be
        decreased by market value depreciation of the fund, forfeiture of
        nonvested amounts, benefit payments, withdrawals, and expenses.

    (b) Amount and Payment of Employer Contribution

        (1) Amount of Contribution - For each plan year, the employer
            contribution to the plan shall be the amount that is determined
            under the provisions of this Article; provided however, the
            employer may not make a contribution to the plan for any plan year
            to the extent the contribution would exceed fifteen percent of the
            aggregate participant compensation (as defined in Code
            section 415(c)(3)) for the plan year for plan years beginning
            before January 1, 2002.  Effective for plan years beginning on or
            after January 1, 2002, the employer may not make a contribution to
            the plan for any plan year to the extent the contribution would
            exceed twenty-five percent of the aggregate participant
            compensation (as defined in Code section 415(c)(3)) for the plan
            year.  Further, the employer contribution shall not exceed the
            maximum amount deductible under Code section 404.

            The employer contributes to this plan on the conditions that its
            contribution is not due to a mistake of fact and that the Internal
            Revenue Service will not disallow the deduction for its
            contribution.  The trustee, upon written request from the
            employer, shall return to the employer the amount of the
            employer's contribution made due to a mistake of fact or the
            amount of the employer's contribution disallowed as a deduction
            under Code section 404.  The trustee shall not return any portion
            of the employer's contribution under the provisions of this
            paragraph more than one year after the earlier of:  (A) The date
            on which the employer made the contribution due to a mistake of
            fact; or (B) The time of disallowance of the contribution as a
            deduction, and then, only to the extent of the disallowance.  The
            trustee will not increase the amount of the employer contribution
            returnable under this Section for any earnings attributable to the
            contribution, but the trustee will decrease the employer
            contribution returnable for any losses attributable to it.  The
            trustee may require the employer to furnish whatever evidence it
            deems necessary to confirm that the amount the employer has
            requested be returned is properly returnable under ERISA.

        (2) Payment of Contribution - The employer shall make its
            contribution to the plan in cash or corporate stock within the
            time prescribed by the Code or applicable Treasury regulations.
            Subject to the consent of the trustee, the employer may make its
            contribution in other property, provided the contribution of such
            property is not a prohibited transaction under the Code or ERISA.
            Corporate stock and other property will be valued at fair market
            value at the time of actual contribution.  Notwithstanding the
            preceding, the employer shall make its contribution solely in cash
            if it is obligated to contribute a specified dollar amount by an
            action of its board of directors.

        (3) 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 the employer for the year has been
            made and allocated, the employer shall make a subsequent
            contribution with respect to (or credit an unallocated forfeiture
            to) the omitted employee in the amount that the employer would
            have contributed with respect to him had he not been omitted (plus
            any applicable investment return).  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.

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        (4) 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 that shall be distributed to the ineligible
            person) for the plan year in which the discovery is made.

        (5) Allocation If More Than One Employer - If the employer consists
            of more than one entity, the contribution made by each such entity
            shall be allocated among the applicable accounts of the
            participants employed by the contributing employer.  If a
            participant is employed by more than one entity during the
            applicable period, the entity employing the participant on the
            last day of the plan year shall contribute with respect to the
            total plan year compensation earned by the participant while
            employed by any entity within the employer.

    (c) Limitations and Conditions - Notwithstanding the allocation
        procedures set forth in this Article, the allocations to
        participants' accounts shall be limited or modified to the extent
        required to comply with the provisions of Article V (limitations on
        allocations under Code section 415, top-heavy provisions under Code
        section 416, and related employer provisions under Code section 414).

        In any limitation year in which the allocation to one or more
        participants' accounts would be in excess of the limitations on
        allocations under Code section 415, the annual additions under this
        plan will be reduced to the extent necessary to comply with such
        limitations first.  If any further reduction is required in any
        limitation year commencing before January 1, 2000, the annual
        additions or benefits under any other plan that the employer sponsors
        will then be reduced with respect to such participants.  If any
        further reduction is required in any limitation year commencing on or
        after January 1, 2000, the annual additions under any other defined
        contribution plan that the employer sponsors will then be reduced
        with respect to such participants.

    (d) Recapture of Tax Credit - If any portion of the tax credit taken
        by the employer for a fiscal year prior to 1984 is subject to
        reduction or recapture, then such portion will remain in the trust
        fund and will be treated as a deductible contribution to a plan
        qualified under Code section 401.

Section 3.2 - Employer Contributions

    (a) Amount of Contribution - The employer shall determine, in its sole
        discretion, the amount of employer contribution to be made to the
        plan each year; provided, however, that the employer shall contribute
        such amount as may be required for restoration of a forfeited amount
        under Section 4.2.

    (b) Conditions for Allocations - An active participant shall be
        eligible for an allocation of the employer contribution and
        forfeitures as of an allocation date, provided that he satisfies the
        following condition(s):

        (1) He completed at least 1,000 hours of service during the current
            plan year except that the hours of service requirement shall not
            apply with respect to any minimum top heavy allocation as provided
            in Section 5.4.

                                     AND

        (2) He is employed by the employer on the last day of the plan
            year.

    (c) (1) Allocation Formula

        The employer contribution and forfeitures for the plan year shall
        be allocated to the employer contribution account of each eligible
        participant in the ratio that such participant's compensation bears
        to the compensation of all participants.

        (2) Top-Heavy Plan Years
            In any plan year in which this plan is top-heavy (as defined in
            Section 5.4(e)(2) when aggregated with the Weis Markets, Inc.
            Profit Sharing Plan and the Weis Markets, Inc. Retirement Savings
            Plan that the employer also sponsors, the top-heavy minimum
            benefit requirement shall be met under the Weis Markets, Inc.
            Retirement Savings Plan.

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            For such a plan year, the contribution on behalf of each
            participant who is a non-key employee and who participates in both
            plans shall be increased as necessary under such other sponsored
            defined contribution plan to equal 3.00% of such participant's
            compensation or the largest percentage of employee 401(k) elective
            deferral contribution, employer contribution, and forfeitures
            allocated under the aggregated plans on behalf of any key employee
            for that year, whichever is less.

            If a participant only participates in this plan, the contributions
            and forfeitures allocable to the employer contribution account
            shall be increased as necessary for compliance with the top-heavy
            minimum benefit requirement.  The total of the contributions and
            forfeitures allocated to such account for such a participant shall
            not be less than an amount equal to 3% of his compensation, or the
            largest percentage of employee 401(k) elective deferral
            contribution, employer contribution, and forfeiture allocated
            under the aggregated plans on behalf of any key employee for that
            year, whichever is less.

        (3) Compensation - For purposes of the allocation of the employer
            contribution, compensation means compensation as defined in
            Section 1.2 (a) and (b) for the entire plan year.  However, for
            purposes of the top-heavy contribution, compensation means
            compensation as defined in Section 5.1(d)(2), subject to the
            limitations of Section 1.2(c).

Section 3.3 - Employee Nondeductible Contributions

    Employee nondeductible contributions are not permitted under this plan
    and no amount shall be credited to the employee nondeductible
    contribution account.

Section 3.4 - Rollover/Transfer Contributions

    Rollover and transfer contributions shall not be permitted under this
    plan and no amount shall be credited to the rollover/transfer account.

Section 3.5 - Allocation of Investment Results

    (a) Corporate Stock Account - The corporate stock account of each
        participant shall be credited as of each allocation date with
        forfeitures of corporate stock and his allocable share of corporate
        stock (including fractional shares) purchased and paid for by the
        plan or contributed in kind by the employer.  Stock dividends on
        corporate stock held in his corporate stock account shall be credited
        to his corporate stock account when paid.

        Promptly upon receipt of any cash contribution pursuant to Section
        3.2, the trustee shall apply such contribution to the purchase, in
        one or more transactions, of the maximum number of whole shares
        obtainable at then prevailing prices, including any brokerage
        commissions and other reasonable expenses incurred in connection with
        such purchases.  Such purchases may be made on any securities
        exchange where the corporate stock is traded, in the over-the-counter
        market, or in public or private negotiated transactions, and may be
        on such terms as to price, delivery and otherwise as the trustee may
        determine to be in the best interest of the participants.  The
        trustee shall complete such purchases as soon as practical after
        receipt of each such contribution, have due regard for any applicable
        requirements of law affecting the timing or manner of such purchases.

        Any cash balance of any contribution received pursuant to Section
        3.2, which shall remain after the maximum number of whole shares
        shall have been purchased pursuant to this Section 3.5(a), shall be
        held by the trustee to be invested with the next such contribution or
        dividends received by the trust.

    (b) Other Investments Account - As of each allocation date, prior to
        the allocation of employer contributions and 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 other investments account bears to the total of all
        participants' other investment accounts as of such date.  For this
        purpose, each account balance shall be equal to the average balance
        for the period commencing on the day following the prior accounting
        date and ending on the current accounting date.  Earnings or losses
        include the increase (or decrease) in the fair market value of assets
        of the trust fund (other than corporate stock in the participants'
        corporate stock accounts) since the preceding allocation date.

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    (c) Dividends - Any cash dividends declared by the employer and
        applicable to shares held in the corporate stock account of a
        participant shall be converted to shares by the trustee in one or
        more transactions as soon as practical, having due regard for any
        applicable requirements of law affecting the time or manner of such
        purchases.  Dividends shall be converted to the maximum number of
        whole shares which can be purchased at prevailing prices, including
        any brokerage charges and other reasonable expenses incurred in
        connection with such purchases, and such purchases may be made any
        may be on such terms as to price, delivery, and otherwise as the
        trustee may determine to be in the best interest of the participants.

        Notwithstanding the preceding paragraph, pursuant to the instructions
        of the employer, the trustee shall become a participant in the
        employer's Dividend Reinvestment and Stock Purchase Plan and all
        dividends will be reinvested pursuant to the provisions of that plan,
        to the maximum extent permitted.

        Any cash balance of any dividend received by the trustee that shall
        remain after the maximum number of whole shares shall have been
        purchased pursuant to the preceding paragraphs, shall be held by the
        trustee in the participant's other investment account to be invested
        with the next employer contribution or dividend received by the
        trustee.

                 ARTICLE IV - PAYMENT OF PARTICIPANT ACCOUNTS

Section 4.1 - Vesting Service Rules

    (a) Vesting Year of Service means a vesting computation period during
        which the employee completes at least 1,000 hours of service with the
        employer.  All of an employee's years of service with the employer
        shall be counted to determine the nonforfeitable percentage in the
        employee's account balance(s) derived from employer contributions,
        except:

        (1) Years of service disregarded under the break in service rules
            in Section 4.1(d) below.  (Post-ERISA break in service rules)

        (2) Years of service before the effective date of ERISA if such
            service would have been disregarded under the break in service
            rules of the prior plan in effect from time to time before such
            date.  For this purpose, break in service rules are rules that
            result in the loss of prior vesting or benefit accruals, or that
            deny an employee eligibility to participate, by reason of
            separation or failure to complete a required period of service
            within a specified period of time.  (Pre-ERISA break in service
            rules)

    (b) One Year Break in Service means for the purposes of this Article
        IV a vesting computation period during which the participant or
        former participant does not complete more than 500 hours of service
        with the employer.

    (c) Vesting Computation Period means the 12-consecutive month period
        coinciding with the plan year.

    (d) Break in Service Rules

        (1) Vested Participant - A former participant who had a
            nonforfeitable right to all or a portion of his account balance(s)
            derived from employer contributions at the time of his termination
            from service shall retain credit for all vesting years of service
            prior to a break in service.

        (2) Nonvested Participant - In the case of a former participant who
            did not have any nonforfeitable right to his account balance(s)
            derived from employer contributions at the time of his termination
            from service, years of service before a period of consecutive one-
            year breaks in service shall not be taken into account in
            computing service if the number of consecutive one-year breaks in
            service in such period equals or exceeds the greater of 5 or the
            aggregate number of years of service before such breaks in
            service.  Such aggregate number of years of service shall not
            include any years of service disregarded under the preceding
            sentence by reason of prior breaks in service.

        (3) Vesting for Pre-Break and Post-Break Accounts - In the case of
            a participant who has 5 or more consecutive one-year breaks in
            service, all years of service after such breaks in service shall
            be disregarded for the purpose of vesting the employer-derived
            account balance(s) that accrued before such breaks in service.
            Whether or not such participant's pre-break service counts in
            vesting the post-break employer-derived account balance(s) shall
            be determined according to the rules set forth in
            Section 4.1(d)(1) and (2) above.  Separate accounts shall be
            maintained for each of the participant's pre-break and post-break
            employer-derived account balance(s).  All accounts shall share in
            the investment earnings and losses of the fund.

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Section 4.2 - Vesting of Participant Accounts

    (a) Determination of Vesting

        (1) Normal Retirement - A participant's right to his account
            balance(s) shall be 100% vested and nonforfeitable upon the
            attainment of age 65, the normal retirement age.  If the employer
            enforces a mandatory retirement age, the normal retirement age
            shall be the lesser of the mandatory age or the age specified
            herein.

        (2) Late Retirement - If a participant remains employed after his
            normal retirement age, his account balance(s) shall remain 100%
            vested and nonforfeitable.  Such participant shall continue to
            receive allocations to his account as he did before his normal
            retirement age.

        (3) Early Retirement - Not applicable.

        (4) Disability - If a participant separates from service due to
            disability, such participant's right to his account balance(s) as
            of his date of disability shall be 100% vested and nonforfeitable.
            Disability means inability to engage in any substantial gainful
            activity by reason of any medically determinable physical or
            mental impairment that can be expected to result in death or that
            has lasted or can be expected to last for a continuous period of
            not less than 12 months.  The permanence and degree of such
            impairment shall be supported by medical evidence.
            Notwithstanding such definition, a participant who is eligible for
            Social Security disability benefits shall automatically satisfy
            the definition of disability.  Disability shall be determined by
            the plan administrator after consultation with a physician chosen
            by the plan administrator.  In the administration of this section,
            all employees shall be treated in a uniform manner in similar
            circumstances.

        (5) (A) Death - In the event of the death of a participant who has an
                accrued benefit under the plan, (whether or not he is an
                active participant), 100% of the participant's account
                balance(s) as of the date of death shall be paid to his
                surviving spouse; except that, if there is no surviving
                sspouse, or if the surviving spouse has already consented in
                a manner that is (or conforms to) a qualified election under
                the joint and survivor annuity provisions of Code section
                417(a) and regulations issued pursuant thereto and as set
                forth in Section 5.2, then such balance(s) shall be paid to
                the participant's designated beneficiary.

            (B) Beneficiary Designation - Subject to the spousal consent
                requirements of Section 5.2, the participant shall have the
                right to designate his beneficiaries, including a contingent
                death beneficiary, and shall have the right at any time prior
                to his death to change such beneficiaries. The designation
                shall be effective only if made in writing on a form signed
                by the participant and supplied by and filed with the plan
                administrator prior to his death. If the participant fails to
                designate a beneficiary, or if the designated person or
                persons predecease the participant, "beneficiary" shall mean:
                (a) the spouse, (b) if no surviving spouse, then to the
                surviving children in equal shares, (c) if no surviving
                children, then to the surviving parents in equal shares,
                (d) if no surviving parents, then to the surviving brothers
                and sisters in equal shares, (e) if no surviving brothers and
                sisters, then (f) to the participant's estate if an estate is
                opened within 2 years of the participant's death; and
                otherwise to a charity selected in the sole discretion of the
                plan administrator.

                If a designated beneficiary dies after the participant has
                died but before the plan has commenced or made distribution to
                the designated beneficiary, the plan shall be administered as
                set forth in this paragraph. The death benefit will be paid to
                the beneficiary's designated beneficiary, if any designated
                prior to such beneficiary's death in connection with the
                beneficiary's election of a form of payment of the
                participant's death benefit to which he is entitled; and if no
                such designation is on file with the plan administrator, then
                to the beneficiary's estate in a single lump sum payment if an
                estate is opened within 2 years of the participant's death;
                and otherwise to a charity selected in the sole discretion of
                the plan administrator.  If the deceased designated
                beneficiary was not the participant's surviving spouse,
                distribution under this paragraph will be completed by
                December 31 of the fifth year following the participant's date
                of death.  If the deceased designated beneficiary was the
                participant's surviving spouse, distribution under this
                paragraph will be completed by December 31 of the fifth year
                following the beneficiary's date of death.

                For purposes of this Section, if a spouse or beneficiary of
                the participant dies simultaneously with the participant, for
                purposes of the plan, the participant shall be deemed to be
                the survivor and to have died subsequent to such spouse or
                beneficiary.  Likewise, if a beneficiary designated by a
                designated beneficiary dies simultaneously with a designated
                beneficiary, the designated beneficiary shall be deemed to be
                the survivor and to have died subsequent to the beneficiary
                designated by the designated beneficiary.

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        (6) Termination From Service

            (A) If a portion of a participant's account is forfeited,
                corporate stock allocated to the participant's corporate stock
                account must be forfeited only after any other investment
                allocable to the participant has been depleted.  If interest
                in more than one class of corporate stock has been allocated
                to a participant's account, the participant must be treated
                as forfeiting the same proportion of each such class.

            (B) A participant shall separate from the service of the
                employer without forfeiture of any portion of his employer
                contribution account.  His employer contribution account shall
                be 100% immediately vested upon the date of his participation
                in the plan.

    (b) Forfeitures

        (1) Time of Forfeiture - If a participant terminates employment
            before his account balances derived from employer contributions
            are fully vested, the nonvested portion of his accounts shall be
            forfeited on the earlier of:

            (A) The last day of the vesting computation period in which the
                participant first incurs 5 consecutive one-year breaks in
                service, or

            (B) The date the participant receives his entire vested accrued
                benefit.

        (2) Cashout Distributions and Restoration

            (A) Cashout Distribution - If an employee terminates service and
                the value of his vested account balances derived from employer
                and employee contributions are not greater than $5,000, the
                employee shall receive a distribution of the value of the
                entire vested portion of such account balances and the
                nonvested portion will be treated as a forfeiture.  For
                purposes of this section, if the value of an employee's vested
                account balances is zero, he shall be deemed to have received
                a distribution of such vested account balances.  (Effective
                for distributions made on or after March 22, 1999, for the
                purpose of determining the value of a participant's vested
                account balance, prior distributions shall be disregarded if
                distributions have not commenced under an optional form of
                payment described in Section 4.3.)

                If an employee terminates service and the value of his vested
                account balances exceeds $5,000, he may elect to receive the
                value of his vested account balances after such termination as
                provided in Section 4.3.  The nonvested portion shall be
                treated as a forfeiture as of the date of distribution.  If
                the employee elects to have distributed less than the entire
                vested portion of the account balances derived from employer
                contributions, the part of the nonvested portion that will be
                treated as a forfeiture is the total nonvested portion
                multiplied by a fraction, the numerator of which is the amount
                of the distribution attributable to employer contributions and
                the denominator of which is the total value of the vested
                employer-derived account balances.

            (B) Restoration of Accounts - If an employee receives a cashout
                distribution pursuant to this section and resumes employment
                covered under this plan before he incurs 5 consecutive
                one-year breaks in service, his employer-derived account
                balances shall each be restored to the amount on the date of
                distribution, if he repays to the plan the full amount of the
                distribution attributable to employer contributions before the
                earlier of 5 years after the first date on which he is
                subsequently re-employed by the employer, or the date he
                incurs 5 consecutive one-year breaks in service following the
                date of the distribution.  If an employee is deemed to receive
                a distribution pursuant to this Section 4.2(b)(2), and he
                resumes employment covered under this plan before he incurs 5
                consecutive one-year breaks in service, upon the reemployment
                of such employee his employer-derived account balances will be
                restored to the amount on the date of such deemed distribution.

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                Any amount required to restore such forfeitures shall be
                deducted from forfeitures occurring in the plan year of
                restoration.  If forfeitures are insufficient for the
                restoration, the employer may make a contribution to the plan
                for such plan year to satisfy the restoration.  However, by
                the end of the plan year following the plan year of
                restoration, sufficient forfeitures or employer contributions
                shall be credited to the account to satisfy the restoration.

    (c) Disposition of Forfeitures - The employer contribution account is
        not subject to forfeiture.

    (d) Withdrawal of Employee Nondeductible Contributions - No
        forfeitures shall occur solely as a result of an employee's
        withdrawal of employee nondeductible contributions.

    (e) Unclaimed Benefits

        (1) Forfeiture - The plan does not require the trustee or the plan
            administrator to search for, or to ascertain the whereabouts of,
            any participant or beneficiary.  At the time the participant's or
            beneficiary's benefit becomes distributable under the plan, the
            plan administrator, by certified or registered mail addressed to
            his last known address of record, shall notify any participant or
            beneficiary that he is entitled to a distribution under this
            plan.  If the participant or beneficiary fails to claim his
            distributive share or make his whereabouts known in writing to the
            plan administrator within twelve months from the date of mailing
            of the notice, the plan administrator shall treat the
            participant's or beneficiary's unclaimed payable accrued benefit
            as forfeited and shall reallocate such forfeiture in accordance
            with Section 4.2(c).  A forfeiture under this paragraph shall
            occur at the end of the notice period or, if later, the earliest
            date applicable Treasury regulations would permit the forfeiture.
            These forfeiture provisions apply solely to the participant's or
            beneficiary's accrued benefit derived from employer contributions.

        (2) Restoration - If a participant or beneficiary who has incurred
            a forfeiture of his accrued benefit under the provisions of this
            Subsection makes a claim, at any time, for his forfeited accrued
            benefit, the plan administrator shall restore the participant's or
            beneficiary's forfeited accrued benefit to the same dollar amount
            as the dollar amount of the accrued benefit forfeited, unadjusted
            for any gains or losses occurring after the date of the
            forfeiture.  The plan administrator shall make the restoration
            during the plan year in which the participant or beneficiary makes
            the claim from forfeitures occurring in that plan year.  If
            forfeitures are insufficient for the restoration, the employer
            shall make a contribution to the plan to satisfy the restoration.
            The plan administrator shall direct the trustee to distribute the
            participant's or beneficiary's restored accrued benefit to him not
            later than 60 days after the close of the plan year in which the
            plan administrator restores the forfeited accrued benefit.

Section 4.3 - Payment of Participant Accounts

    (a) Time of Payment

        (1) Commencement of Benefits - Unless the participant elects
            otherwise, distribution of benefits shall begin no later than the
            60th day after the latest of the close of the plan year in which:

            (A) The participant attains age 65 (or the plan's normal
                retirement age, if earlier);

            (B) Occurs the 10th anniversary of the year in which the
                participant commenced participation in the plan; or

            (C) the participant terminates service with the employer, (i.e.
                late retirement).

        (2) Payment Upon Retirement, Disability, or Death - Subject to the
            provisions set forth in Section 4.3(a)(1) and in the Distribution
            Requirements of Section 5.3, if the participant terminates
            employment due to retirement, disability, or death, his account(s)
            shall be paid as soon as administratively possible after the
            occurrence of the event creating the right to a distribution.

        (3) Payment Upon Other Termination of Employment - Subject to the
            provisions set forth in Section 4.3(a)(1), and in the Distribution
            Requirements of Section 5.3, if the participant terminates
            employment other than by retirement, disability, or death, his
            account(s) shall be paid as soon as administratively possible
            after the end of the plan year in which severance of employment
            occurs.

        (4) Notwithstanding the foregoing, the failure of a participant (or
            spouse where the spouse's consent is required) to consent to a
            distribution while a benefit is immediately distributable, within
            the meaning of Section 5.2(a), shall be deemed to be an election
            to defer commencement of payment of any benefit sufficient to
            satisfy this section.

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    (b) Period for Distribution of Benefits

        (1) The plan administrator, pursuant to the written election of the
            participant (or if no election has been made prior to the
            participant's death, by his beneficiary), shall direct the trustee
            to distribute to a participant or his beneficiary any amount to
            which he is entitled under the plan in one of the following
            methods, provided that such distribution complies with the
            Distribution Requirements of Section 5.3.

            If a distribution is required under the Distribution Requirements
            of Section 5.3, the vested balance of the account(s) exceeds
            $5,000, and the participant fails to elect payment, the trustee
            shall pay the benefit in installment payments that meet the
            requirements of Section 5.3 over the joint life and last survivor
            expectancy of the participant and his designated beneficiary.
            However, if the vested accrued benefit is no more than $5,000,
            benefits shall automatically be paid in a cash lump sum.

            (A) A lump sum payment.

            (B) Instalment payments - Effective solely for distributions
                made before January 1, 2003, installment payments over a
                period of years that meets the Distribution Requirements of
                Section 5.3 in annual installments.  The period over which
                such payment is to be made shall not extend beyond the limited
                distribution period provided for in Section 4.3(b)(2), if
                applicable.  Effective solely for distributions made before
                January 1, 2002, installment payments may be made in monthly,
                quarterly, or semiannual installments.

        (2) Unless the participant elects in writing a longer distribution
            period, distributions to a participant or his beneficiary
            attributable to corporate stock shall be in substantially equal
            annual installments over a period not longer than five years.  In
            the case of a participant with an account balance attributable to
            corporate stock in excess of $500,000, the five year period shall
            be extended one additional year (but not more than five additional
            years) for each $100,000 or fraction thereof by which such balance
            exceeds $500,000.  The dollar limits shall be adjusted at the same
            time and in the same manner as provided in Code section 415(d).

    (c) General Payment Provisions

       (1) Any part of a participant's benefit that is retained in the
            plan after the allocation date on which his participation ends
            will continue to be treated as a corporate stock account or other
            investment account subject to Section 4.2(a)(6)(A).  However, no
            further employer contributions or forfeitures will be credited.

        (2) All distributions due to be made under this plan shall be made
            on the basis of the amount to the credit of the participant as of
            the accounting date coincident with or immediately preceding the
            occurrence of the event calling for a distribution.

            If a distributable event occurs after an allocation date and
            before allocations have been made to the account of the
            participant, the distribution shall also include the amounts
            allocable to the account as of such allocation date.

        (3) If any person entitled to receive benefits hereunder is
            physically or mentally incapable of receiving or acknowledging
            receipt thereof, and if a legal representative has been appointed
            for him, the plan administrator may direct the benefit payment to
            be made to such legal representative.

            In the event a distribution is to be made to a minor, then the
            plan 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 Minors Act or the Gift to Minors 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, plan administrator, and plan from further liability on
            account thereof.

        (4) Each optional form of benefit provided under the plan shall be
            made available to all participants on a nondiscriminatory basis.
            The plan may not retroactively reduce or eliminate optional forms
            of benefits and any other Code section 411(d)(6) protected
            benefits, except as provided in Regulation section 1.411(d)-4,
            Q&A-2(b) and in other relief granted statutorily or by the
            Commissioner of Internal Revenue.  Any reduction or elimination of
            optional forms of benefits shall apply only to benefits accrued
            after the later of the effective date or the adoption date of such
            change.

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        (5) The participant's election of a form of benefit payment shall
            be irrevocable as of the annuity starting date, subject to the
            notice requirements contained in Section 4.3(e).

    (d) Eligible Rollover Distributions

        Effective for distributions made on or after January 1, 1993,
        notwithstanding the optional forms of payment listed in Section
        4.3(b), a distributee may elect, at the time and in the manner
        prescribed by the plan administrator, to have any portion of an
        eligible rollover distribution paid directly to an eligible
        retirement plan specified by the distributee in a direct rollover.

        (1) Eligible Rollover Distribution - An eligible rollover
            distribution is any distribution of all or any portion of the
            balance to the credit of the distributee, except that an eligible
            rollover distribution does not include:  any distribution that is
            one of a series of substantially equal periodic payments (not less
            frequently than annually) made for the life (or life expectancy)
            of the distributee or the joint lives (or joint life expectancies)
            of the distributee and the distributee's designated beneficiary,
            or for a specified period of ten years or more; any distribution
            to the extent such distribution is required under Code section
            401(a)(9), the portion of any distribution that is not includible
            in gross income (determined without regard to the exclusion for
            net unrealized appreciation with respect to employer securities),
            a hardship withdrawal made on or after January 1, 1999 from a
            participant's employee 401(k) elective deferral account before he
            has attained age 59 1/2, and any withdrawal made on or after
            January 1, 2002 from any account that is made upon hardship of the
            participant.

        (2) Eligible Retirement Plan - Effective for distributions made
            before January 1, 2002, 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.

            Effective for distributions made on or after January 1, 2002
            whether made to the participant or his surviving spouse, 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), a tax-sheltered annuity or account described
            in Code section 403(b), a 457 plan described in Code section 457,
            or a qualified trust described in Code section 401(a), that
            accepts the distributee's eligible rollover distribution.

        (3) Distributee - A distributee includes an employee or former
            employee.  In addition, the employee's or former employee's
            surviving spouse and the employee's or former employee's spouse or
            former spouse who is the alternate payee under a qualified
            domestic relations order, as defined in Code section 414(p), are
            distributees with regard to the interest of the spouse or former
            spouse.

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

    (e) Payment Election Procedures

        As described in Section 5.2(c), an account balance in excess of
        $5,000 shall not be immediately distributed without the consent of
        the participant.  The participant shall receive the notice required
        under Regulation section 1.411(a)-11(c) no less than 30 days and no
        more than 90 days before the annuity starting date with respect to
        the distribution.  Effective for distributions made on or after
        January 1, 1993, for any distribution in excess of $200, the plan
        administrator shall give the participant notice of his eligible
        rollover distribution rights.  The participant shall receive such
        notice in the same time period as the 411 notice is required to be
        provided.  Effective for distributions made on or after January 1,
        1994, if a distribution is one to which Code sections 401(a)(11) and
        417 do not apply, such distribution may commence less than 30 days
        after the 411 notice is given, provided that:

        (1) The plan administrator clearly informs the participant that the
            participant has a right to a period of at least 30 days after
            receiving the notice to consider the decision of whether or not to
            elect a distribution (and, if applicable, a particular
            distribution option), and

        (2) The participant, after receiving the notice, affirmatively
            elects a distribution.

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    (f) Form of Distribution

        (1) Distribution of a participant's benefit may be made in cash or
            corporate stock or both, provided, however, that if a participant
            or beneficiary so demands, such benefit shall be distributed only
            in the form of corporate stock.  Prior to making a distribution of
            benefits, the plan administrator shall advise the participant or
            his beneficiary, in writing, of the right to demand that benefits
            be distributed solely in corporate stock.

        (2) If a participant or beneficiary demands that benefits be
            distributed solely in corporate stock, distribution of a
            participant's benefit will be made entirely in whole shares or
            other units of corporate stock.  If the corporate stock consists
            of more than one class, the participant will receive substantially
            the same proportion of each such class.  Any balance in a
            participant's other investments account will be applied to acquire
            for distribution the maximum number of whole shares or other units
            of corporate stock at the then fair market value.  Any fractional
            unit value unexpended will be distributed in cash.  If corporate
            stock is not available for purchase by the trustee, then the
            trustee shall hold such balance until corporate stock is acquired
            and then make such distribution, subject to Sections 4.3(a)(1),
            5.2 and 5.3.

        (3) The trustee shall make distribution from the trust only on
            instructions from the plan administrator.

        (4) Put Option - Shares of corporate stock are currently publicly
            traded securities.  In the event the securities cease to be
            publicly traded or become subject to certain restrictions so that
            the securities are not freely tradable, then the employer will
            honor a put option for such securities.  The employer's obligation
            to purchase distributed corporate stock shall be as described in
            Section 5.6(e).

        (5) Right of First Refusal - There is no right of first refusal at
            this time with respect to the corporate stock.

Section 4.4 - In-Service Payments

    (a) Withdrawals - No payments shall be made before separation from
        service.

    (b) Participant Loans - No participant loans shall be permitted under
        this plan.

Section 4.5 - Distributions under Domestic Relations Orders

    Nothing contained in this plan prevents the trustee, in accordance with
    the direction of the plan administrator, from complying with the
    provisions of a qualified domestic relations order (as defined in Code
    section 414(p)).

    A distribution will not be made to an alternate payee until the
    participant attains (or would have attained) his earliest retirement
    age.  For this purpose, earliest retirement age means the earlier of:
    (1) the date on which the participant is entitled to a distribution
    under this plan; or (2) the later of the date the participant attains
    age 50 or the earliest date on which the participant could begin
    receiving benefits under this plan if the participant separated from
    service.

    Nothing in this Section gives a participant a right to receive
    distribution at a time otherwise not permitted under the plan nor does
    it permit the alternate payee to receive a form of payment not otherwise
    permitted under the plan.

    The plan administrator shall establish reasonable procedures to
    determine the qualified status of a domestic relations order.  Upon
    receiving a domestic relations order, the plan administrator promptly
    will notify the participant and any alternate payee named in the order,
    in writing, of the receipt of the order and the plan's procedures for
    determining the qualified status of the order.  Within a reasonable
    period of time after receiving the domestic relations order, the plan
    administrator shall determine the qualified status of the order and
    shall notify the participant and each alternate payee, in writing, of
    its determination.  The plan administrator shall provide notice under
    this paragraph by mailing to the individual's address specified in the
    domestic relations order, or in a manner consistent with Department of
    Labor regulations.

    If any portion of the participant's nonforfeitable accrued benefit is
    payable during the period the plan administrator is making its
    determination of the qualified status of the domestic relations order,
    the plan administrator shall make a separate accounting of the amounts
    payable.  If the plan administrator determines the order is a qualified
    domestic relations order within 18 months of the date amounts first are
    payable following receipt of the order, it shall direct the trustee to
    distribute the payable amounts in accordance with the order.  If the
    plan administrator does not make its determination of the qualified
    status of the order within the 18-month determination period, it shall
    direct the trustee to distribute the payable amounts in the manner the
    plan would distribute if the order did not exist and shall apply the
    order prospectively if it later determines the order is a qualified
    domestic relations order.

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                  ARTICLE V - ADDITIONAL QUALIFICATION RULES

Section 5.1 - Limitations on Allocations under Code Section 415

    (a) Single Plan Limitations

        (1) If the participant does not participate in, and has never
            participated in another qualified plan maintained by the employer,
            a welfare benefit fund (as defined in Code section 419(e))
            maintained by the employer, or an individual medical account (as
            defined in Code section 415(l)(2)) maintained by the employer,
            that provides an annual addition as defined in Section 5.1(d)(1),
            the amount of annual additions that may be credited to the
            participant's account for any limitation year will not exceed the
            lesser of the maximum permissible amount or any other limitation
            contained in this plan.  If the employer contribution that would
            otherwise be contributed or allocated to the participant's account
            would cause the annual additions for the limitation year to exceed
            the maximum permissible amount, the amount contributed or
            allocated will be reduced so that the annual additions for the
            limitation year will equal the maximum permissible amount.

        (2) Prior to determining the participant's actual compensation for
            the limitation year, the employer may determine the maximum
            permissible amount for a participant on the basis of a reasonable
            estimation of the participant's compensation for the limitation
            year, uniformly determined for all participants similarly
            situated.

        (3) As soon as is administratively feasible after the end of the
            limitation year, the maximum permissible amount for the limitation
            year will be determined on the basis of the participant's actual
            compensation for the limitation year.

        (4) If pursuant to Section 5.1(a)(3) or as a result of either the
            allocation of forfeitures or a reasonable error in determining the
            amount of elective deferrals that may be made with respect to a
            participant, there is an excess amount, the excess will be
            disposed of as follows:

            (A) Any employee nondeductible contributions (and any gain
                attributable thereto), to the extent they would reduce the
                excess amount, will be returned to the participant.

            (B) If after the application of Subparagraph (A) an excess
                amount still exists, the excess amount shall be allocated and
                reallocated to the employer contribution account of the other
                participants in the plan to the extent permissible under the
                limitations of this Section 5.1.

            (C) If after the application of Subparagraph (B) an excess
                amount still exists, the excess amount will be held
                unallocated in a suspense account.  The suspense account will
                be applied to reduce future employer contributions for all
                active participants in the next limitation year, and each
                succeeding limitation year if necessary.

            (D) If a suspense account is in existence at any time during a
                limitation year pursuant to this Section 5.1(a)(4), it will
                not participate in the allocation of the trust's investment
                gains and losses.  If a suspense account is in existence at
                any time during a particular limitation year, all amounts in
                the suspense account must be allocated and reallocated to
                participants' accounts before any employer, elective deferral,
                or employee nondeductible contributions may be made to the
                plan for that limitation year.  Excess amounts may not be
                distributed to participants or former participants.

    (b) Combined Limitations - Other Defined Contribution Plan

        (1) This Section 5.1(b) applies if, in addition to this plan, the
            participant is covered under another qualified defined
            contribution plan maintained by the employer, a welfare benefit
            fund (as defined in Code section 419(e)) maintained by the
            employer, or an individual medical account (as defined in Code
            section 415(1)(2)), maintained by the employer, that provides an
            annual addition as defined in Section 5.1(d)(1), during any
            limitation year.  The annual additions that may be credited to a
            participant's account under this plan for any such limitation year
            will not exceed the maximum permissible amount reduced by the
            annual additions credited to a participant's account under the
            other plans and welfare benefit funds for the same limitation
            year.  If the annual additions with respect to the participant
            under other defined contribution plans and welfare benefit funds
            maintained by the employer are less than the maximum permissible
            amount and the employer contribution that would otherwise be
            contributed or allocated to the participant's account under this
            plan would cause the annual additions for the limitation year to
            exceed this limitation, the amount contributed or allocated will
            be reduced so that the annual additions under all such plans and
            funds for the limitation year will equal the maximum permissible
            amount.  If the annual additions with respect to the participant
            under such  other defined contribution plans and welfare benefit
            funds in the aggregate are equal to or greater than the maximum
            permissible amount, no amount will be contributed or allocated to
            the participant's account under this plan for the limitation year.

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        (2) Prior to determining the participant's actual compensation for
            the limitation year, the employer may determine the maximum
            permissible amount for a participant in the manner described in
            Section 5.1(a)(2).

        (3) As soon as is administratively feasible after the end of the
            limitation year, the maximum permissible amount for the limitation
            year will be determined on the basis of the participant's actual
            compensation for the limitation year.

        (4) If, pursuant to Section 5.1(b)(3) or as a result of the
            allocation of forfeitures, a participant's annual additions under
            this plan and such other plans would result in an excess amount
            for a limitation year, the excess amount will be deemed to consist
            of the annual additions last allocated, except that annual
            additions attributable to a welfare benefit fund or individual
            medical account will be deemed to have been allocated first
            regardless of the actual allocation date.

        (5) If an excess amount was allocated to a participant on an
            allocation date of this plan that coincides with an allocation
            date of another plan, the excess amount will be disposed of in the
            manner provided in Section 3.1(c).

        (6) Any excess amount attributed to this plan will be disposed of
            in the manner described in Section 5.1(a)(4).

    (c) Combined Limitations - Other Defined Benefit Plan

        If the employer maintains, or at any time maintained, a qualified
        defined benefit plan covering any participant in this plan, the sum
        of the participant's defined benefit plan fraction and defined
        contribution plan fraction will not exceed 1.0 in any limitation
        year.  Any excess amounts shall be disposed of in the manner provided
        in Section 3.1(c).  Any excess amount attributed to this plan will be
        disposed of in the manner described in Section 5.1(a)(4).

        Effective with respect to limitation years beginning after December
        31, 1999, this Section 5.1(c) shall no longer be in effect.  The
        following definitions in Section 5.1(d) shall no longer apply:
        defined benefit plan fraction, defined contribution plan fraction,
        highest average compensation, projected annual benefit.

    (d) Definitions (Code Section 415 Limitations)

        (1) Annual Additions - The sum of the following amounts credited to
            a participant's account for the limitation year:  (A) employer
            contributions, (B) employee contributions, (C) forfeitures, and
            (D) amounts allocated, after March 31, 1984, to an individual
            medical account, as defined in Code section 415(l)(2), that is
            part of a pension or annuity plan maintained by the employer
            are treated as annual additions to a defined contribution
            plan. Also, amounts derived from contributions paid or accrued
            after December 31, 1985 (in taxable years ending after such
            date), that are attributable to post-retirement medical
            benefits, allocated to the separate account of a key employee
            (as defined in Code section 419A(d)(3)) under a welfare
            benefit fund (as defined in Code section 419(e)) maintained by
            the employer are treated as annual additions to a defined
            contribution plan.

            For this purpose, any excess amount applied under Section 5.1(a)
            (4) or (b)(6) in the limitation year to increase the accounts of
            participants who did not have an excess amount or to reduce
            employer contributions will be considered annual additions for
            such limitation year.

            Annual additions shall not include forfeitures of corporate
            stock purchased with the proceeds of an exempt loan and
            employer contributions applied to the payment of interest on
            an exempt loan if no more than one-third of the employer
            contribution for the year is allocated to the account of
            highly compensated employees.  Annual additions may be
            calculated with respect to employer contributions used to
            repay an exempt loan rather than with respect to corporate
            stock allocated to participants.  Further, annual additions
            shall not include proceeds from the sale of corporate stock as
            such proceeds constitute earnings on a plan asset and are
            allocable as such.

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        (2) Compensation - A participant's earned income and any earnings
            reportable as W-2 wages for Federal income tax withholding
            purposes.  W-2 wages means wages as defined in Code
            section 3401(a) but determined without regard to any rules 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 limitation years beginning after December 31, 1991, for
            purposes of applying the limitations of this Section 5.1,
            compensation for a limitation year is the compensation actually
            paid or includible in gross income during such limitation year.

            For limitation years beginning after December 31, 1997,
            compensation shall include elective contributions as defined in
            Section 1.2(a) and elective contributions under a Code section 457
            plan or a Code section 501(c)(18) plan.

            Notwithstanding the preceding, compensation for a participant in a
            defined contribution plan who is permanently and totally disabled
            (as defined in Code section 22(e)(3)) is the compensation such
            participant would have received for the limitation year if the
            participant had been paid at the rate of compensation paid
            immediately before becoming permanently and totally disabled; such
            imputed compensation for the disabled participant may be taken
            into account only if contributions made on behalf of such
            participant are nonforfeitable when made.

        (3) Defined Benefit Fraction - A fraction, the numerator of which
            is the sum of the participant's projected annual benefits under
            all the defined benefit plans (whether or not terminated)
            maintained by the employer, and the denominator of which is the
            lesser of 125 percent of the dollar limitation determined for the
            limitation year under Code sections 415(b) and (d) or 140 percent
            of the highest average compensation, including any adjustments
            under Code section 415(b).

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

        (4) Defined Contribution Dollar Limitation - $30,000, as adjusted
            under Code section 415(d) for limitation years beginning after
            December 31, 1994 and not beginning before January 1, 2002.  For
            limitation years beginning after December 31, 2001, the defined
            contribution dollar limitation shall be $40,000, as adjusted under
            Code section 415(d) for limitation years beginning after
            December 31, 2002.

        (5) Defined Contribution Fraction - A fraction, the numerator of
            which is the sum of the annual additions to the participant's
            account under all the defined contribution plans (whether or not
            terminated) maintained by the employer for the current and all
            prior limitation years (including the annual additions
            attributable to the participant's nondeductible employee
            contributions to all defined benefit plans, whether or not
            terminated, maintained by the employer, and the annual additions
            attributable to all welfare benefit funds, as defined in Code
            section 419(e), and individual medical accounts, as defined in
            Code section 415(l)(2), maintained by the employer), and the
            denominator of which is the sum of the maximum aggregate amounts
            for the current and all prior limitation years of service with the
            employer (regardless of whether a defined contribution plan was
            maintained by the employer).  The maximum aggregate amount in any
            limitation year is the lesser of 125 percent of the dollar
            limitation determined under Code sections 415(b) and (d) in effect
            under Code section 415(c)(1)(A) or 35 percent of the participant's
            compensation for such year.

            If the employee was a participant as of the end of the first day
            of the first limitation year beginning after December 31, 1986, in
            one or more defined contribution plans maintained by the employer
            which were in existence on May 6, 1986, the numerator of this
            fraction will be adjusted if the sum of this fraction and the
            defined benefit fraction would otherwise exceed 1.0 under the
            terms of this plan.  Under the adjustment, an amount equal to the
            product of (1) the excess of the sum of the fractions over 1.0
            times (2) the denominator of this fraction, will be permanently
            subtracted from the numerator of this fraction.  The adjustment is
            calculated using the fractions as they would be computed as of the
            end of the last limitation year beginning before January 1, 1987,
            and disregarding any changes in the terms and conditions of the
            plan made after May 5, 1986, but using the Code section 415
            limitation applicable to the first limitation year beginning on or
            after January 1, 1987.

            The annual addition for any limitation year beginning before
            January 1, 1987, shall not be recomputed to treat all employee
            contributions as annual additions.

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        (6) Employer - For purposes of this Section 5.1, employer shall
            mean the employer as defined in Section 1.5(b) but including all
            members of a controlled group of corporations(as defined in Code
            section 414(b) as modified by Code section 415(h) and all commonly
            controlled trades or businesses as defined in Code section 414(c)
            as modified by Code section 415(h).

        (7) Excess Amount - The excess of the participant's annual
            additions for the limitation year over the maximum permissible
            amount.

        (8) Highest Average Compensation - The average compensation for the
            three consecutive years of service with the employer that produces
            the highest average.  A year of service with the employer is the
            12-consecutive month period coinciding with the plan year.

        (9) Limitation Year - The 12-consecutive month period defined in
            Section 1.3(f).  All qualified plans maintained by the employer
            must use the same limitation year.  If the limitation year is
            amended to a different 12-consecutive month period, the new
            limitation year must begin on a date within the limitation year in
            which the amendment is made.

        (10)Maximum Permissible Amount - The maximum annual addition that
            may be contributed or allocated to a participant's account under
            the plan for any limitation year shall not exceed the lesser of:

            (A) the defined contribution dollar limitation as defined in
                Section 5.1(d)(4); or

            (B) 25 percent of the participant's compensation for the
                limitation year for limitation years beginning before
                January 1, 2002; 100 percent of the participant's compensation
                for the limitation year for limitation years beginning after
                December 31, 2001.

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

            For limitation years beginning prior to July 13, 1989, the
            dollar limitation referred to in (A) shall be increased by the
            lesser of the dollar amount determined under (A) or the amount
            of corporate stock contributed, or purchased with cash
            contributed.  The dollar amount shall be increased provided no
            more than one-third of the employer's contributions for the
            year were allocated to highly compensated employees.

            If a short limitation year is created because of an amendment
            changing the limitation year to a different 12-consecutive
            month period, the maximum permissible amount will not exceed
            the defined contribution dollar limitation multiplied by the
            following fraction:

                 Number of months in the short limitation year
                                      12

        (11)Projected Annual Benefit - The annual retirement benefit
            (adjusted to an actuarially equivalent straight life annuity if
            such benefit is expressed in a form other than a straight life
            annuity or qualified joint and survivor annuity) to which the
            participant would be entitled under the terms of the plan
            assuming:

            (A) the participant will continue employment until normal
                retirement age under the plan (or current age, if later); and

            (B) the participant's compensation for the current limitation
                year and all other relevant factors used to determine benefits
                under the plan will remain constant for all future limitation
                years.

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Section 5.2 - Joint and Survivor Annuity Requirements

    No annuity form of payment is provided under Section 4.3(b) and no
    direct or indirect transfer is accepted under Section 3.4 from a defined
    benefit plan, money purchase pension 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 any participant;
    therefore, the joint and survivor annuity requirements of Code section
    401(a)(11) and 417 shall not apply to this plan, except for the
    provisions of this Section 5.2.

    (a) Restrictions on Immediate Distributions - If the value of a
        participant's vested account balance derived from employer and
        employee contributions exceeds (or at the time of any prior
        distribution (1) in plan years beginning before January 1, 1998,
        exceeded $3,500 or (2) in plan years beginning after
        December 31, 1997, exceeded) $5,000, and the account balance is
        immediately distributable, the participant (or where the participant
        has died, the participant's spouse) must consent to any distribution
        of such account balance.  Effective for distributions made on or
        after March 22, 1999, for the purpose of determining the value of a
        participant's vested account balance, prior distributions shall be
        disregarded if distributions have not commenced under an optional
        form of payment described in Section 4.3.  The consent of the
        participant (or the participant's surviving spouse) shall be obtained
        in writing within the 90-day period ending on the annuity starting
        date.  The annuity starting date is the first day of the first period
        for which an amount is paid as an annuity or in any other form.  The
        plan administrator shall notify the participant (or the participant's
        surviving spouse) of the right to defer any distribution until the
        participant's account balance is no longer immediately distributable.
        Such notification shall include a general description of the material
        features, and an explanation of the relative values of, the optional
        forms of benefit available under the plan in a manner that would
        satisfy the notice requirements of Code section 417(a)(3), and shall
        be provided no less than 30 days and no more than 90 days prior to
        the annuity starting date.

        If payment in the form of a qualified joint and survivor annuity is
        not required with respect to the participant pursuant to Section
        5.2(b), only the participant need consent to the distribution of an
        account balance that is immediately distributable.  Neither the
        consent of the participant nor the participant's spouse shall be
        required to the extent that a distribution is required to satisfy
        Code section 401(a)(9) or section 415.  In addition, upon termination
        of this plan if the plan does not offer an annuity option (purchased
        from a commercial provider) and if the employer or any entity within
        the same controlled group as the employer does not maintain another
        defined contribution plan (other than an employee stock ownership
        plan as defined in Code section 4975(e)(7)), the participant's
        account balance may, without the participant's consent, be
        distributed to the participant.  However, if any entity within the
        same controlled group as the employer maintains another defined
        contribution plan (other than an employee stock ownership plan), the
        participant's account balance will be transferred, without the
        participant's consent, to the other plan if the participant does not
        consent to an immediate distribution.

        An account balance is immediately distributable if any part of the
        account balance could be distributed to the participant (or surviving
        spouse) before the participant attains (or would have attained if not
        deceased) the later of normal retirement age or age 62.

    (b) Safe Harbor Rules

        This Section 5.2(b) shall apply to a participant in this stock bonus
        plan, and to any distribution, made on or after the first day of the
        first plan year beginning after December 31, 1988, from or under a
        separate account attributable solely to accumulated deductible
        employee contributions, as defined in Code section 72(o)(5)(B), and
        maintained on behalf of a participant in a money purchase pension
        plan, (including a target benefit plan).  This plan satisfies and
        shall continue to satisfy the following conditions:  (1) the
        participant cannot elect payments in the form of a life annuity; and
        (2) on the death of a participant, the participant's vested account
        balance will be paid to the participant's surviving spouse, but if
        there is no surviving spouse, or if the surviving spouse has
        consented in a manner conforming to a qualified election, then to the
        participant's designated beneficiary.  The surviving spouse may elect
        to have distribution of the vested account balance commence within
        the 90-day period following the date of the participant's death.  The
        account balance shall be adjusted for gains or losses occurring after
        the participant's death in accordance with the provisions of the plan
        governing the adjustment of account balances for other types of
        distributions.  This Section 5.2(b) shall not be operative with
        respect to a participant in an employee stock ownership or stock
        bonus plan if the plan is a direct or indirect transferee of a
        defined benefit plan, money purchase plan, a target benefit plan,
        stock bonus, or profit-sharing plan which is subject to the survivor
        annuity requirements of Code section 401(a)(11) and section 417.

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                     Weis Markets, Inc. Stock Bonus Plan

        (1) The participant may waive the spousal death benefit described
            in this Section 5.2(b) at any time provided that no such waiver
            shall be effective unless it satisfies the conditions of Section
            5.2(c)(1) that would apply to the participant's waiver of the
            qualified preretirement survivor annuity.

        (2) For purposes of this Section 5.2(b), vested account balance
            shall mean, in the case of a money purchase pension plan or a
            target benefit plan, the participant's separate account balance
            attributable solely to accumulated deductible employee
            contributions within the meaning of Code section 72(o)(5)(B).  In
            the case of a profit-sharing plan, stock bonus plan, or an
            employee stock ownership plan, vested account balance shall have
            the same meaning as provided in Section 5.2(c)(3).

    (c) Definitions (Code Section 417 Requirements)

        (1) Qualified Election - A waiver of a qualified preretirement
            survivor annuity.  Any waiver of a qualified preretirement
            survivor annuity shall not be effective unless:  (a) the
            participant's spouse consents in writing to the election; (b) the
            election designates a specific beneficiary, including any class of
            beneficiaries or any contingent beneficiaries, which may not be
            changed without spousal consent (or the spouse expressly permits
            designations by the participant without any further spousal
            consent); (c) the spouse's consent acknowledges the effect of the
            election; and (d) the spouse's consent is witnessed by a plan
            representative or notary public.  If it is established to the
            satisfaction of a plan representative that there is no spouse or
            that the spouse cannot be located, a waiver will be deemed a
            qualified election.

            Any consent by a spouse obtained under this provision (or
            establishment that the consent of a spouse may not be obtained)
            shall be effective only with respect to such spouse.  A consent
            that permits designations by the participant without any
            requirement of further consent by such spouse must acknowledge
            that the spouse has the right to limit consent to a specific
            beneficiary, and a specific form of benefit where applicable, and
            that the spouse voluntarily elects to relinquish either or both of
            such rights.  A revocation of a prior waiver may be made by a
            participant without the consent of the spouse at any time before
            the commencement of benefits.  The number of revocations shall not
            be limited.

        (2) Spouse (Surviving Spouse) - The spouse or surviving spouse of
            the participant, provided that a former spouse will be treated as
            the spouse or surviving spouse and a current spouse will not be
            treated as the spouse or surviving spouse to the extent provided
            under a qualified domestic relations order as described in Code
            section 414(p).

        (3) Vested Account Balance - The aggregate value of the
            participant's vested account balances derived from employer and
            employee contributions (including rollovers), whether vested
            before or upon death, including the proceeds of insurance
            contracts, if any, on the participant's life.  The provisions of
            this Section 5.2 shall apply to a participant who is vested in
            amounts attributable to employer contributions, employee
            contributions, or both at the time of death or distribution.

Section 5.3 - Distribution Requirements

    Subject to Section 5.2 Joint and Survivor Annuity Requirements, the
    requirements of this Section 5.3 shall apply to any distribution of a
    participant's interest and will take precedence over any inconsistent
    provisions of this plan.

    The provisions of this Section shall apply to calendar years beginning
    after December 31, 1984.  All distributions required under this Section
    shall be determined and made in accordance with the proposed regulations
    under Code section 401(a)(9), including the minimum distribution
    incidental benefit requirement of Proposed Regulation section
    1.401(a)(9)-2.

    With respect to distributions under the plan made in calendar years
    beginning on or after January 1, 2001, the Plan will apply the minimum
    distribution requirements of Code section 401(a)(9) in accordance with
    the regulations under section 401(a)(9) that were proposed in January
    2001, notwithstanding any provision of the plan to the contrary.  This
    preceding sentence shall continue in effect until the end of the last
    calendar year beginning before the effective date of final regulations
    under Code section 401(a)(9) or such other date specified in guidance
    published by the Internal Revenue Service.

    (a) Required Beginning Date - The entire interest of a participant
        must be distributed or begin to be distributed no later than the
        participant's required beginning date.

    (b) Limits on Distribution Periods - As of the first distribution
        calendar year, distributions, if not made in a single-sum, may only
        be made over one of the following periods (or a combination thereof):

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        (1) the life of the participant;

        (2) the life of the participant and a designated beneficiary;

        (3) a period certain not extending beyond the life expectancy of
            the participant; or

        (4) a period certain not extending beyond the joint life and last
            survivor expectancy of the participant and a designated
            beneficiary.

    (c) Determination of Amount to Be Distributed Each Year - If the
        participant's interest is to be distributed in other than a single
        sum, the following minimum distribution rules shall apply on or after
        the required beginning date.

        (1) Individual Account

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

            (B) For calendar years beginning before January 1, 1989, if the
                participant's spouse is not the designated beneficiary, the
                method of distribution selected must assure that at least 50%
                of the present value of the amount available for distribution
                is paid within the life expectancy of the participant.

            (C) For calendar years beginning after December 31, 1988, the
                amount to be distributed each year, beginning with
                distributions for the first distribution calendar year shall
                not be less than the quotient obtained by dividing the
                participant's benefit by the lesser of (1) the applicable life
                expectancy or (2) if the participant's spouse is not the
                designated beneficiary, the applicable divisor determined from
                the table set forth in Q&A-4 of Proposed Regulation section
                1.401(a)(9)-2.  Distributions after the death of the
                participant shall be distributed using the applicable life
                expectancy in Section 5.3(c)(1)(A) above as the relevant
                divisor without regard to Proposed Regulation section
                1.401(a)(9)-2.

            (D) The minimum distribution required for the participant's
                first distribution calendar year must be made on or before the
                participant's required beginning date.  The minimum
                distribution for other calendar years, including the minimum
                distribution for the distribution calendar year in which the
                employee's required beginning date occurs, must be made on or
                before December 31 of that distribution calendar year.

        (2) Other Forms - If the participant's benefit is distributed in
            the form of an annuity purchased from an insurance company,
            distributions thereunder shall be made in accordance with the
            requirements of Code section 401(a)(9) and the proposed
            regulations thereunder.

    (d) Death Distribution Provisions

        (1) Distribution beginning before death - If the participant dies
            after distribution of his interest has begun, the remaining
            portion of such interest will continue to be distributed at least
            as rapidly as under the method of distribution being used prior to
            the participant's death.

        (2) Distribution beginning after death - If the participant dies
            before distribution of his interest begins, distribution of the
            participant's entire interest shall be completed by December 31 of
            the calendar year containing the fifth anniversary of the
            participant's death except to the extent that an election is made
            to receive distributions in accordance with (A) or (B) below:

            (A) If any portion of the participant's interest is payable to a
                designated beneficiary, distributions may be made over the
                life or over a period certain not greater than the life
                expectancy of the designated beneficiary commencing on or
                before December 31 of the calendar year immediately following
                the calendar year in which the participant died;

            (B) If the designated beneficiary is the participant's surviving
                spouse, the date distributions are required to begin in
                accordance with (A) above shall not be earlier than the later
                of (i) December 31 of the calendar year immediately following
                the calendar year in which the participant died and (ii)
                December 31 of the calendar year in which the participant
                would have attained age 70 1/2.

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            If the participant has not made an election pursuant to this
            Section 5.3 by the time of his death, the participant's
            designated beneficiary must elect the method of distribution
            no later than the earlier of (1) December 31 of the calendar
            year in which distributions would be required to begin under
                this Section 5.3(d)(2), or (2) December 31 of the calendar
            year which contains the fifth anniversary of the date of death
            of the participant.  If the participant has no designated
            beneficiary, or if the designated beneficiary does not elect a
            method of distribution, distribution of the participant's
            entire interest must be completed by December 31 of the
            calendar year containing the fifth anniversary of the
            participant's death.

        (3) For purposes of Section 5.3(d)(2) above, if the surviving
            spouse dies after the participant, but before payments to such
            spouse begin, the provisions of Section 5.3(d)(2) with the
            exception of Section 5.3(d)(2)(B) therein, shall be applied as if
            the surviving spouse were the participant.

        (4) For purposes of this Section 5.3(d), any amount paid to a child
            of the participant will be treated as if it had been paid to the
            surviving spouse if the amount becomes payable to the surviving
            spouse when the child reaches the age of majority.

        (5) For the purposes of this Section 5.3(d), distribution of a
            participant's interest is considered to begin on the participant's
            required beginning date (or, if Section 5.3(d)(3) above is
            applicable, the date distribution is required to begin to the
            surviving spouse pursuant to Section 5.3(d)(2)(B) above).  If
            distribution in the form of an annuity irrevocably commences to
            the participant before the required beginning date, the date
            distribution is considered to begin is the date distribution
            actually commences.

    (e) Definitions (Code Section 401(a)(9) Requirements)

        (1) Applicable Life Expectancy - The life expectancy (or joint life
            and last survivor expectancy) calculated using the attained age of
            the participant (or designated beneficiary) as of the
            participant's (or designated beneficiary's) birthday in the
            applicable calendar year reduced by one for each calendar year
            which has elapsed since the date life expectancy was first
            calculated.  If life expectancy is being recalculated, the
            applicable life expectancy shall be the life expectancy as so
            recalculated.  The applicable calendar year shall be the first
            distribution calendar year, and if life expectancy is being
            recalculated such succeeding calendar year.

        (2) Designated Beneficiary - The individual who is designated as
            the beneficiary under the plan in accordance with Code section
            401(a)(9) and the proposed regulations thereunder.

        (3) Distribution Calendar Year - A calendar year for which a
            minimum distribution is required.  For distributions beginning
            before the participant's death, the first distribution calendar
            year is the calendar year immediately preceding the calendar year
            which contains the participant's required beginning date.  For
            distributions beginning after the participant's death, the first
            distribution calendar year is the calendar year in which
            distributions are required to begin pursuant to Section 5.3(d)
            above.

        (4) Life Expectancy - Life expectancy and joint life and last
            survivor expectancy are computed by use of the expected return
            multiples in Tables V and VI of section 1.72-9 of the Income Tax
            Regulations.

            Unless otherwise elected by the participant (or spouse, in the
            case of distributions described in Section 5.3(d)(2)(B) above) by
            the time distributions are required to begin, life expectancies
            shall be recalculated annually.  Such election shall be
            irrevocable as to the participant (or spouse) and shall apply to
            all subsequent years.  The life expectancy of a nonspouse
            beneficiary may not be recalculated.

        (5) Participant's Benefit

            (A) The account balance as of the last valuation date in the
                calendar year immediately preceding the distribution calendar
                year (valuation calendar year) increased by the amount of any
                contributions or forfeitures allocated to the account balance
                as of dates in the valuation calendar year after the valuation
                date and decreased by distributions made in the valuation
                calendar year after the valuation date.

            (B) Exception for second distribution calendar year - If any
                portion of the minimum distribution for the first distribution
                calendar year is made in the second distribution calendar year
                on or before the required beginning date, the amount of the
                minimum distribution made in the second distribution calendar
                year shall be treated as if it had been made in the
                immediately preceding distribution calendar year.

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        (6) Required Beginning Date

            (A) Non-5-percent owner - The required beginning date is April 1
                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.  If a
                participant who is not a 5-percent owner attains age 70 1/2
                after December 31, 1995 and before January 1, 2002, the
                participant shall be permitted to elect to commence the
                distribution of his benefits as if his required beginning date
                were April 1 of the calendar year following the calendar year
                in which he attains age 70 1/2.  Payments shall be in the form
                of installments elected; the participant shall have a new
                annuity starting date as of the date payments are elected to
                commence following his termination of employment.

            (B) 5-percent owner - The required beginning date for a
                participant who is a 5-percent owner is April 1 of the
                calendar year following the calendar year in which the
                participant attains age 70 1/2.  A participant is treated as a
                5-percent owner for purposes of this Section 5.3(e)(6) if such
                participant is a 5-percent owner as defined in Code section
                416(i) (determined in accordance with section 416 but without
                regard to whether the plan is top-heavy) at any time during
                the plan year ending with or within the calendar year in which
                such participant attains age 70 1/2.

            (C) Once distributions have begun to a 5-percent owner under
                this Section 5.3(e)(6), they must continue to be distributed,
                even if the participant ceases to be a 5-percent owner in a
                subsequent year.

    (f) Transitional Rule

        (1) Notwithstanding the other requirements of this Section 5.3 and
            subject to the requirements of Section 5.2, Joint and Survivor
            Annuity Requirements, distribution on behalf of any employee,
            including a 5-percent owner, may be made in accordance with all of
            the following requirements (regardless of when such distribution
            commences).

            (A) The distribution by the trust is one which would not have
                disqualified such trust under Code section 401(a)(9) as in
                effect prior to amendment by the Deficit Reduction Act of 1984.

            (B) The distribution is in accordance with a method of
                distribution designated by the employee whose interest in the
                trust is being distributed or, if the employee is deceased, by
                a beneficiary of such employee.

            (C) Such designation was in writing, was signed by the employee
                or the beneficiary, and was made before January 1, 1984.

            (D) The employee had accrued a benefit under the plan as of
                December 31, 1983.

            (E) The method of distribution designated by the employee or the
                beneficiary specifies the time at which distribution will
                commence, the period over which distributions will be made,
                and in the case of any distribution upon the employee's death,
                the beneficiaries of the employee listed in order of priority.

            A distribution upon death will not be covered by this
            transitional rule unless the information in the designation
            contains the required information described above with respect
            to the distributions to be made upon the death of the employee.

        (2) For any distribution which commences before January 1, 1984,
            but continues after December 31, 1983, the employee, or the
            beneficiary, to whom such distribution is being made, will be
            presumed to have designated the method of distribution under which
            the distribution is being made if the method of distribution was
            specified in writing and the distribution satisfies the
            requirements in this Section 5.3(f).

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        (3) If a designation is revoked any subsequent distribution must
            satisfy the requirements of Code section 401(a)(9) and the
            proposed regulations thereunder.  If a designation is revoked
            subsequent to the date distributions are required to begin, the
            trust must distribute by the end of the calendar year following
            the calendar year in which the revocation occurs the total amount
            not yet distributed which would have been required to have been
            distributed to satisfy Code section 401(a)(9) and the proposed
            regulations thereunder, but for the election made under Tax Equity
            and Fiscal Responsibility Act of 1982 section 242(b)(2).  For
            calendar years beginning after December 31, 1988, such
            distributions must meet the minimum distribution incidental
            benefit requirements in Proposed Regulation section
            1.401(a)(9)-2.  Any changes in the designation will be considered
            to be a revocation of the designation. However, the mere
            substitution or addition of another beneficiary (one not named in
            the designation) under the designation will not be considered to
            be a revocation of the designation, so long as such substitution
            or addition does not alter the period over which distributions are
            to be made under the designation, directly or indirectly (for
            example, by altering the relevant measuring life).  In the case in
            which an amount is transferred or rolled over from one plan to
            another plan, the rules in Proposed Regulation section
            1.401(a)(9)-1 Q&A J-2 and Q&A J-3 shall apply.

Section 5.4 - Top Heavy Provisions

    (a) Application of Provisions - If the plan is or becomes top-heavy in
        any plan year beginning after December 31, 1983, the provisions of
        Section 5.4 will supersede any conflicting provisions in the plan.

    (b) Minimum Allocation

        (1) Except as otherwise provided in Section 5.4(b)(3) and (4)
            below, the employer contributions and forfeitures allocated on
            behalf of any participant who is not a key employee shall not be
            less than the lesser of three percent of such participant's
            compensation or in the case where the employer has no defined
            benefit plan which designates this plan to satisfy Code
            section 401, the largest percentage of employer contributions and
            forfeitures, as a percentage of the key employee's compensation
            which may be taken into account under Section 1.2(c), allocated on
            behalf of any key employee for that year.  The minimum allocation
            is determined without regard to any Social Security contribution.
            This minimum allocation shall be made even though, under other
            plan provisions, the participant would not otherwise be entitled
            to receive an allocation, or would have received a lesser
            allocation for the year because of (i) the participant's failure
            to complete 1,000 hours of service (or any equivalent provided in
            the plan), or (ii) the participant's failure to make mandatory
            employee contributions to the plan, or (iii) compensation less
            than a stated amount.

        (2) For purposes of computing the minimum allocation, compensation
            shall mean compensation as defined in Section 5.1(d)(2), subject
            to the limitations of Section 1.2(c).

        (3) The provision in Section 5.4(b)(1) above shall not apply to any
            participant who was not employed by the employer on the last day
            of the plan year.

        (4) The provision in Section 5.4(b)(1) above shall not apply to any
            participant to the extent the participant is covered under any
            other plan or plans of the employer and the employer has provided
            in Section 3.2 that the minimum allocation or benefit requirement
            applicable to top-heavy plans will be met in the other plan or
            plans.  If this plan is intended to meet the minimum allocation or
            benefit requirement applicable to another plan or plans, the
            employer shall so provide in Section 3.2.

        (5) The minimum allocation required (to the extent required to be
            nonforfeitable under Code section 416(b)) may not be forfeited
            under Code section 411(a)(3)(B) or 411(a)(3)(D).

        (6) Matching contributions - Employer matching contributions shall
            be taken into account for purposes of satisfying the minimum
            contribution requirements of Code section 416(c)(2) and the plan
            if so provided in Section 3.2 or 3.3.  The preceding sentence
            shall apply with respect to matching contributions under the plan
            or, if the plan provides that the minimum contribution requirement
            shall be met in another plan, such other plan.  Employer matching
            contributions that are used to satisfy the minimum contribution
            requirements shall be treated as matching contributions for
            purposes of the actual contribution percentage test and other
            requirements of Code section 401(m).

    (c) Adjustments in Code Section 415 Limits - If the plan is top-heavy,
        the defined benefit fraction and the defined contribution fraction
        shall be computed by applying a factor of 1.0 (instead of 1.25) to
        the applicable dollar limits under Code section 415(b)(1)(A) and
        415(c)(1)(A) for such year, unless the plan meets the following
        conditions:

        (1) Such plan would not be a top-heavy plan if "90%" were
            substituted for "60%" in the top-heavy tests; and

        (2) The minimum employer contribution percentage under Section
            5.4(b) is 4 percent instead of 3 percent.

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        (3) A non-key employee who participates in this plan and in a
            defined benefit plan aggregated herewith will receive in
            accordance with Section 3.2(c)(2) either (i) a minimum employer
            contribution of 7.5% under this plan or another defined
            contribution plan aggregated herewith or (ii) a minimum monthly
            nonintegrated accrued benefit of 3% of average annual
            compensation, not to exceed a cumulative accrued benefit of 30%
            under the defined benefit plan.

            However, the reduced Code section 415 factor of 1.0 shall not
            apply under a top-heavy plan with respect to any individual so
            long as there are no employer contributions, forfeitures, or
            voluntary employee non-deductible contributions allocated to such
            individual.

            Effective with respect to limitation years beginning after
            December 31, 1999, this Section 5.4(c) shall no longer be in
            effect.

    (d) Minimum Vesting Schedule - For any plan year in which this plan is
        top-heavy, the 100% immediately vesting as provided in Section
        4.2(a)(6) shall continue to apply to the plan.

    (e) Definitions (Code Section 416 Requirements)

        (1) Key Employee

            (A) Effective for plan years beginning before January 1, 2002,
                any employee or former employee (and the beneficiaries of such
                employee) who at any time during the determination period was
                an officer of the employer if such individual's annual
                compensation exceeds 50 percent of the dollar limitation under
                Code section 415(b)(1)(A), an owner (or considered an owner
                under Code section 318) of one of the ten largest interests in
                the employer if such individual's compensation exceeds 100
                percent of the dollar limitation under Code section
                415(c)(1)(A), a 5-percent owner of the employer, or a
                1-percent owner of the employer who has an annual compensation
                of more than $150,000.  Annual compensation means compensation
                as defined in Section 5.1(d)(2), but including elective
                contributions as defined in Section 1.2(a) and elective
                contributions under a Code section 457 plan or a Code section
                501(c)(18) plan for any plan year and subject to the
                limitations of Section 1.2(c).  The determination period is
                the plan year containing the determination date and the four
                preceding plan years.  The determination of who is a key
                employee will be made in accordance with Code section
                416(i)(1) and the regulations thereunder.

            (B) Effective for plan years beginning on or after
                January 1, 2002, any employee or former employee (and the
                beneficiaries of such employee) who at any time during the
                determination period was an officer of the employer if such
                individual's annual compensation exceeds $130,000 (as adjusted
                under Code section 415(d) for plan years beginning after
                December 31, 2002), a 5-percent owner of the employer, or a 1-
                percent owner of the employer who has an annual compensation
                of more than $150,000.  Annual compensation means compensation
                as defined in Section 5.1(d)(2), but including elective
                contributions as defined in Section 1.2(a) and elective
                contributions under a Code section 457 plan or a Code section
                501(c)(18) plan for any plan year and subject to the
                limitations of Section 1.2(c).  The determination period is
                the plan year containing the determination date.  The
                determination of who is a key employee will be made in
                accordance with Code section 416(i)(1) and the regulations
                thereunder.

                This Section 5.4(e)(1)(B) is effective for plan years
                beginning on or after January 1, 2002, except that, in
                determining whether an employee is a key employee in 2002,
                this provision shall be treated as having been in effect for
                the last plan year beginning before January 1, 2002.

        (2) Top-Heavy Plan - For any plan year beginning after December 31,
            1983, this plan is top-heavy if any of the following conditions
            exists:

            (A) If the top-heavy ratio for this plan exceeds 60 percent and
                this plan is not part of any required aggregation group or
                permissive aggregation group of plans.

            (B) If this plan is a part of a required aggregation group of
                plans but not part of a permissive aggregation group and the
                top-heavy ratio for the group of plans exceeds 60 percent.

            (C) If this plan is a part of a required aggregation group and
                part of a permissive aggregation group of plans and the top-
                heavy ratio for the permissive aggregation group exceeds 60
                percent.

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        (3) Top-Heavy Ratio

            (A) Effective for plan years beginning before January 1, 2002,
                the top-heavy ratio shall be determined as follows.

                (i)   If the employer maintains one or more defined
                      contribution plans (including any Simplified Employee
                      Pension Plan) and the employer has not maintained any
                      defined benefit plan which during the 5-year period
                      ending on the determination date(s) has or has had
                      accrued benefits, the top-heavy ratio for this plan
                      alone or for the required or permissive aggregation
                      group as appropriate is a fraction, the numerator of
                      which is the sum of the account balances of all key
                      employees as of the determination date(s) (including any
                      part of any account balance distributed in the 5-year
                      period ending on the determination date(s)), and the
                      denominator of which is the sum of all account balances
                      (including any part of any account balance distributed
                      in the 5-year period ending on the determination
                      date(s)), both computed in accordance with Code section
                      416 and the regulations thereunder.  Both the numerator
                      and denominator of the top-heavy ratio are increased to
                      reflect any contribution not actually made as of the
                      determination date, but which is required to be taken
                      into account on that date under Code section 416 and the
                      regulations thereunder.

                (ii)  If the employer maintains one or more defined
                      contribution plans (including any Simplified Employee
                      Pension Plan) and the employer maintains or has
                      maintained one or more defined benefit plans which
                      during the 5-year period ending on the determination
                      date(s) has or has had any accrued benefits, the
                      top-heavy ratio for any required or permissive
                      aggregation group as appropriate is a fraction, the
                      numerator of which is the sum of account balances under
                      the aggregated defined contribution plan or plans for
                      all key employees, determined in accordance with Section
                      5.4(e)(3)(A)(i) above, and the present value of accrued
                      benefits under the aggregated defined benefit plan or
                      plans for all key employees as of the determination
                      date(s), and the denominator of which is the sum of the
                      account balances under the aggregated defined
                      contribution plan or plans for all participants,
                      determined in accordance with Section 5.4(e)(3)(A)(i)
                      above, and the present value of accrued benefits under
                      the defined benefit plan or plans for all participants
                      as of the determination date(s), all determined in
                      accordance with Code section 416 and the regulations
                      thereunder.  The accrued benefits under a defined
                      benefit plan in both the numerator and denominator of
                      the top-heavy ratio are increased for any distribution
                      of an accrued benefit made in the five-year period
                      ending on the determination date.

                (iii) For purposes of Section 5.4(e)(3)(A)(i) and (ii) above
                      the value of account balances and the present value of
                      accrued benefits will be determined as of the most
                      recent valuation date that falls within or ends with the
                      12-month period ending on the determination date, except
                      as provided in Code section 416 and the regulations
                      thereunder for the first and second plan years of a
                      defined benefit plan.  The account balances and accrued
                      benefits of a participant (1) who is not a key employee
                      but who was a key employee in a prior year, or (2) who
                      has not been credited with at least one hour of service
                      with any employer maintaining the plan at any time
                      during the 5-year period ending on the determination
                      date will be disregarded.  The calculation of the
                      top-heavy ratio, and the extent to which distributions,
                      rollovers, and transfers are taken into account will be
                      made in accordance with Code section 416 and the
                      regulations thereunder.  Deductible employee
                      contributions will not be taken into account for
                      purposes of computing the top-heavy ratio.  When
                      aggregating plans the value of account balances and
                      accrued benefits will be calculated with reference to
                      the determination dates that fall within the same
                      calendar year.

                      The accrued benefit of a participant other than a key
                      employee shall be determined under (1) the method, if
                      any, that uniformly applies for accrual purposes under
                      all defined benefit plans maintained by the employer, or
                      (2) if there is no such method, as if such benefit
                      accrued not more rapidly than the slowest accrual rate
                      permitted under the fractional rule of Code section
                      411(b)(1)(C).

            (B) Effective for plan years beginning on or after
                January 1, 2002, the top-heavy ratio shall be determined as
                follows.

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                (i)   If the employer maintains one or more defined
                      contribution plans (including any Simplified Employee
                      Pension Plan) and the employer has not maintained any
                      defined benefit plan which during the 1-year period
                      ending on the determination date(s) has or has had
                      accrued benefits, the top-heavy ratio for this plan
                      alone or for the required or permissive aggregation
                      group as appropriate is a fraction, the numerator of
                      which is the sum of the account balances of all key
                      employees as of the determination date(s) (including any
                      part of any account balance distributed in the 1-year
                      period ending on the determination date(s) and any in-
                      service distribution in the 5-year period ending on the
                      determination date(s)), and the denominator of which is
                      the sum of all account balances (including any part of
                      any account balance distributed in the 1-year period
                      ending on the determination date(s) and any in-service
                      distribution in the 5-year period ending on the
                      determination date(s)), both computed in accordance with
                      Code section 416 and the regulations thereunder.  Both
                      the numerator and denominator of the top-heavy ratio are
                      increased to reflect any contribution not actually made
                      as of the determination date, but which is required to
                      be taken into account on that date under Code section
                      416 and the regulations thereunder.

                (ii)  If the employer maintains one or more defined
                      contribution plans (including any Simplified Employee
                      Pension Plan) and the employer maintains or has
                      maintained one or more defined benefit plans which
                      during the 1-year period ending on the determination
                      date(s) has or has had any accrued benefits, the
                      top-heavy ratio for any required or permissive
                      aggregation group as appropriate is a fraction, the
                      numerator of which is the sum of account balances under
                      the aggregated defined contribution plan or plans for
                      all key employees, determined in accordance with Section
                      5.4(e)(3)(B)(i) above, and the present value of accrued
                      benefits under the aggregated defined benefit plan or
                      plans for all key employees as of the determination
                      date(s), and the denominator of which is the sum of the
                      account balances under the aggregated defined
                      contribution plan or plans for all participants,
                      determined in accordance with Section 5.4(e)(3)(B)(i)
                      above, and the present value of accrued benefits under
                      the defined benefit plan or plans for all participants
                      as of the determination date(s), all determined in
                      accordance with Code section 416 and the regulations
                      thereunder.  The accrued benefits under a defined
                      benefit plan in both the numerator and denominator of
                      the top-heavy ratio are increased for any distribution
                      of an accrued benefit made in the one-year period ending
                      on the determination date.

                (iii) For purposes of Section 5.4(e)(3)(B)(i) and (ii) above
                      the value of account balances and the present value of
                      accrued benefits will be determined as of the most
                      recent valuation date that falls within or ends with the
                      12-month period ending on the determination date, except
                      as provided in Code section 416 and the regulations
                      thereunder for the first and second plan years of a
                      defined benefit plan.  The account balances and accrued
                      benefits of a participant (1) who is not a key employee
                      but who was a key employee in a prior year, or (2) who
                      has not been credited with at least one hour of service
                      with any employer maintaining the plan at any time
                      during the 1-year period ending on the determination
                      date will be disregarded.  The calculation of the
                      top-heavy ratio, and the extent to which distributions,
                      rollovers, and transfers are taken into account will be
                      made in accordance with Code section 416 and the
                      regulations thereunder.  Deductible employee
                      contributions will not be taken into account for
                      purposes of computing the top-heavy ratio.  When
                      aggregating plans the value of account balances and
                      accrued benefits will be calculated with reference to
                      the determination dates that fall within the same
                      calendar year.

                      The accrued benefit of a participant other than a key
                      employee shall be determined under (1) the method, if
                      any, that uniformly applies for accrual purposes under
                      all defined benefit plans maintained by the employer, or
                      (2) if there is no such method, as if such benefit
                      accrued not more rapidly than the slowest accrual rate
                      permitted under the fractional rule of Code section
                      411(b)(1)(C).

        (4) Permissive Aggregation Group - The required aggregation group
            of plans plus any other plan or plans of the employer which, when
            considered as a group with the required aggregation group, would
            continue to satisfy the requirements of Code sections 401(a)(4)
            and 410.

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        (5) Required Aggregation Group - (1) Each qualified plan of the
            employer in which at least one key employee participates or
            participated at any time during the determination period
            (regardless of whether the plan has terminated), and (2) any other
            qualified plan of the employer which enables a plan described
            in (1) to meet the requirements of Code sections 401(a)(4) or 410.

        (6) Determination Date - For any plan year subsequent to the first
            plan year, the last day of the preceding plan year.  For the first
            plan year of the plan, the last day of that year.

        (7) Valuation Date - The last day of the plan year shall be the
            date as of which account balances or accrued benefits are valued
            for purposes of calculating the top-heavy ratio.

        (8) Present Value - Present value shall be based only on the
            interest and mortality rates specified in the employer's defined
            benefit plan.

        (9) Non-Key Employee - Any employee who is not a key employee.
            Non-key employees include employees who are former key employees.

Section 5.5 - Deductible Voluntary Employee Contributions

    The plan administrator will not accept deductible employee
    contributions within the meaning of Code section 72(o)(5)(B).

Section 5.6 - Stock Bonus Plan Distribution Options

    (a) The employer retains the discretion to implement the provisions of
        this Section 5.6.

    (b) Right to Receive Stock

        The right to receive distributions in the form of shares of corporate
        stock shall be automatically terminated in the event of the sale or
        other disposition by the trustee of all shares of corporate stock
        held by the trust.

    (c) Restricted Stock

        (1) Notwithstanding anything contained herein to the contrary, if
            the employer's charter or by-laws restrict ownership of
            substantially all shares of corporate stock to employees and the
            trust fund, as described in Code section 409(h)(2), the plan
            administrator shall distribute a participant's account entirely in
            cash without granting the participant the right to demand
            distribution in shares of corporate stock.

        (2) Except as otherwise provided herein, corporate stock
            distributed by the trustee may be restricted as to sale or
            transfer by the by-laws or articles of incorporation of the
            employer, provided restrictions are applicable to all corporate
            stock of the same class.  If a participant is required to offer
            the sale of his corporate stock to the employer before offering to
            sell his corporate stock to a third party, in no event may the
            employer pay a price less than that offered to the distributee by
            another potential buyer making a bona fide offer and in no event
            shall the trustee pay a price less than the fair market value of
            the corporate stock.

    (d) Right of First Refusal

        (1) If any participant, his beneficiary or any other person to whom
            shares of corporate stock are distributed from the plan (the
            selling participant) shall, at any time that the stock is not
            publicly traded, desire to sell some or all of such shares (the
            offered shares) to a third party; the selling participant shall
            give written notice of such desire to the employer and the plan
            administrator.  The notice shall contain the number of shares
            offered for sale, the proposed terms of the sale, and the names
            and addresses of both the selling participant and third party.
            Both the trust fund and the employer shall each have the right of
            first refusal for a period of 14 days from the date the selling
            participant gives such written notice to the employer and the plan
            administrator to acquire the offered shares.  The fourteen day
            period shall run concurrently against the trust fund and the
            employer.  As between the trust fund and the employer, the trust
            fund shall have priority to acquire the shares pursuant to the
            right of first refusal.  The selling price and terms shall not be
            less than the greater of the value of the stock determined under
            Section 6.7(b) or the price and terms offered by the third party.

        (2) If the trust fund and the employer do not exercise their right
            of first refusal within the required fourteen day period provided
            above, the selling participant shall have the right, at any time
            following the expiration of such period, to dispose of the offered
            shares to the third party; provided, however, that (i) no
            disposition shall be made to the third party on terms more
            favorable to the third party than those set forth in the written
            notice previously given by the selling participant, and (ii) if
            such disposition shall not be made to a third party on the terms
            offered to the employer and the trust fund, the offered shares
            shall again be subject to the right of first refusal set forth
            above.

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        (3) The closing pursuant to the exercise of the right of first
            refusal shall take place at such place agreed upon between the
            plan administrator and the selling participant, but not later than
            10 days after the employer or the trust fund shall have notified
            the selling participant of the exercise of the right of first
            refusal.  At such closing, the selling participant shall deliver
            certificates representing the offered shares duly endorsed in
            blank for transfer, or with stock powers attached duly executed in
            blank with all required transfer tax stamps attached or provided
            for, and the employer or the trust fund shall deliver the purchase
            price, or an appropriate portion thereof, to the selling
            participant.

    (e) Put Option

        (1) If corporate stock is distributed to a participant and such
            corporate stock is not readily tradable on an established
            securities market, a participant has a right to require the
            employer to repurchase the corporate stock distributed to such
            participant under a fair valuation formula.  Such stock shall be
            subject to the provisions of Section 5.6(c).

        (2) The put option must be exercisable only by a participant, by
            the participant's donees, or by a person (including an estate or
            its distributee) to whom the corporate stock passes by reason of a
            participant's death.  The put option must permit a participant (or
            beneficiary) to put the corporate stock to the employer.  Under no
            circumstances may the put option bind the plan.  However, it shall
            grant the plan an option to assume the rights and obligations of
            the employer at the time that the put option is exercised.  If it
            is known at the time a loan is made that federal or state law will
            be violated by the employer's honoring such put option, the put
            option must permit the corporate stock to be put, in a manner
            consistent with such law, to a third party (e.g., an affiliate of
            the employer or a shareholder other than the plan) that has
            substantial net worth at the time the loan is made and whose net
            worth is reasonably expected to remain substantial.

            The put option shall commence as of the day following the date the
            corporate stock is distributed to the participant (or beneficiary)
            and end 60 days thereafter; and, if not exercised within such 60-
            day period, an additional 60-day option shall commence on the
            first day of the fifth month of the plan year next following the
            date the stock was distributed to the participant (or such other
            60-day period as provided in regulations issued under the Code).
            However, in the case of corporate stock that is publicly traded
            without restrictions when distributed but ceases to be so traded
            within either of the 60-day periods described herein after
            distribution, the employer must notify each holder of such
            corporate stock in writing on or before the tenth day after the
            date the corporate stock ceases to be so traded that for the
            remainder of the applicable 60-day period the corporate stock is
            subject to the put option.  The number of days between the tenth
            day and the date on which notice is actually given, if later than
            the tenth day, must be added to the duration of the put option.
            The notice must inform distributees of the term of the put options
            that they are to hold.  The terms must satisfy the requirements of
            this Section 5.6(e)(2).

            The put option is exercised by the holder by notifying the
            employer in writing that the put option is being exercised.  The
            notice shall state the name and address of the holder and the
            number of shares to be sold.  Upon receipt of a written
            notification from the holder, the employer shall immediately
            inform the plan administrator of such notice.  The plan
            administrator shall have 10 days to notify the employer if it
            wishes the trust fund to assume the rights and obligations of the
            employer with respect to the required purchase of corporate stock.

            The period during which a put option is exercisable does not
            include any time when a distributee is unable to exercise it,
            because the party bound by the put option is prohibited from
            honoring it by applicable federal or state law.  The price at
            which a put option must be exercisable is the value of the
            corporate stock determined in accordance with Section 6.7(b) as of
            the allocation date coincident with or immediately preceding the
            employer's receipt of the written notification.  The total
            purchase price shall be paid to the holder within 30 days after
            the notification, provided however, that the employer may defer
            such payments on a reasonable basis, if it gives written notice to
            the holder within the 30 day period.  Such deferred payments shall
            be paid in substantially equal monthly, quarterly, semiannual, or
            annual installments over a period certain beginning not later than
            30 days after the exercise of the put option and not extending
            beyond 5 years.  The deferral of payment is reasonable if adequate
            security and a reasonable interest rate on the unpaid amounts are
            provided.  The amount to be paid under the put option involving
            installment distributions must be paid not later than 30 days
            after the exercise of the put option.  Payment under a put option
            must not be restricted by the provisions of a loan or any other
            arrangement, including the terms of the employer's articles of
            incorporation, unless so required by applicable state law.

            For purposes of this Section 5.6(e), total distribution means a
            distribution to a participant or his beneficiary within one
            taxable year of the participant's entire vested account.

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        (3) An arrangement involving the plan that creates a put option
            must not provide for the issuance of put options other than as
            provided under this Section 5.6(e).  The plan (and the trust fund)
            must not otherwise obligate itself to acquire corporate stock from
            a particular holder thereof at an indefinite time determined upon
            the happening of an event such as the death of the holder.

        (4) The participant and beneficiary rights and protections created
            under this Section 5.6(e) as they pertain to plan assets acquired
            with the proceeds of an exempt loan shall be nonterminable.
            Therefore, such rights and protections shall continue even after
            such exempt loan has been repaid although this plan ceased to be
            an ESOP effective January 1, 1988.

                    ARTICLE VI - ADMINISTRATION OF THE PLAN

Section 6.1 - Fiduciary Responsibility

    (a) Fiduciary Standards - A fiduciary shall discharge his duties with
        respect to a plan solely in the interest of the participants and
        beneficiaries and -

                  *   For the exclusive purpose of providing benefits to
                      participants and their beneficiaries and defraying
                      reasonable expenses of administering the plan;

                  *   With the care, skill, prudence, and diligence under the
                      circumstances then prevailing that a prudent man acting
                      in a like capacity and familiar with such matters would
                      use in the conduct of an enterprise of a like character
                      and with like aims;

                  *   By diversifying the investments of the plan so as to
                      minimize the risk of large losses, unless under the
                      circumstances it is clearly prudent not to do so; and

                  *   In accordance with the documents and instruments
                      governing the plan insofar as such documents and
                      instruments are consistent with the provisions of ERISA.

    (b) Allocation of Fiduciary Responsibility

        (1) It is intended to allocate to each fiduciary, either named or
            otherwise, the individual responsibility for the prudent
            execution of the functions assigned to him.  None of the
            allocated responsibilities or any other responsibilities shall be
            shared by two or more fiduciaries unless specifically provided
            for in the plan.

        (2) When one fiduciary is required to follow the directions of
            another fiduciary, the two fiduciaries shall not be deemed to
            share such responsibility.  Instead, the responsibility of the
            fiduciary giving the directions shall be deemed to be his sole
            responsibility and the responsibility of the fiduciary receiving
            directions shall be to follow those directions insofar as such
            instructions on their face are proper under applicable law.

        (3) Any person or group of persons may serve in more than one
            fiduciary capacity with respect to this plan.

        (4) A fiduciary under this plan may employ one or more persons,
            including independent accountants, attorneys and actuaries to
            render advice with regard to any responsibility such fiduciary has
            under the plan.

    (c) Indemnification by Employer - Unless resulting from the gross
        negligence, willful misconduct or lack of good faith on the part of a
        fiduciary who is an officer or employee of the employer, the employer
        shall indemnify and save harmless such fiduciary from, against, for
        and in respect of any and all damages, losses, obligations,
        liabilities, liens, deficiencies, costs and expenses, including
        without limitation, reasonable attorney's fees and other costs and
        expenses incident to any suit, action, investigation, claim or
        proceedings suffered in connection with his acting as a fiduciary
        under the plan.

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    (d) Named Fiduciary - The person or persons named by the employer as
        having fiduciary responsibility for the management and control of
        plan assets shall be known as the "named fiduciary" hereunder.  Such
        responsibility shall include the appointment of the plan
        administrator (Section 6.2(a)), the trustee (Section 6.4(a)) and the
        investment manager (Section 6.4(b)), and the deciding of benefit
        appeals (Section 6.3).

Section 6.2 - Plan Administrator

    (a) Appointment of Plan Administrator

        The named fiduciary shall appoint a plan administrator who may be a
        person or an administrative committee consisting of no more than five
        members.  Vacancies occurring upon resignation or removal of a plan
        administrator or a committee member shall be filled promptly by the
        named fiduciary.  Any plan administrator may resign at any time by
        giving notice of his resignation to the named fiduciary, and any plan
        administrator may be removed at any time by the named fiduciary.  The
        named fiduciary shall review at regular intervals the performance of
        the plan administrator(s) and shall re-evaluate the appointment of
        such administrator(s).  After the named fiduciary has appointed the
        plan administrator and has received a written notice of acceptance,
        the fiduciary responsibility for administration of the plan shall be
        the responsibility of the plan administrator or plan administrative
        committee.

    (b) Duties and Powers of Plan Administrator

        The plan administrator shall have the following duties and
        discretionary powers and such other duties and discretionary powers
        as relate to the administration of the plan:

        (1) To determine in a non-discriminatory manner all questions
            relating to the eligibility of employees to become participants.

        (2) To determine in a non-discriminatory manner eligibility for
            benefits and to determine and certify the amount and kind of
            benefits payable to participants.

        (3) To authorize all disbursements from the fund.

        (4) To appoint or employ any independent person to perform
            necessary plan functions and to assist in the fulfillment of
            administrative responsibilities as he deems advisable, including
            the retention of a third party administrator, custodian, auditor,
            accountant, actuary, or attorney.

        (5) When appropriate, to select an insurance company and annuity
            contracts which, in his opinion, will best carry out the purposes
            of the plan.

        (6) To construe and interpret any ambiguity in the plan and to
            make, publish, interpret, alter, amend or revoke rules for the
            regulation of the plan which are consistent with the terms of the
            plan and with ERISA.

        (7) To prepare and distribute, in such manner as determined to be
            appropriate, information explaining the plan.

        (8) To establish and communicate to participants a procedure and
            method to insure that each participant will vote corporate stock
            allocated to such participant's corporate stock account pursuant
            to Section 6.8.

        (9) To assist any participant regarding his rights, benefits, or
            elections available under the plan.

    (c) Allocation of Fiduciary Responsibility Within Plan Administrative
        Committee

        If the plan administrator is a plan administrative committee, the
        committee shall choose from its members a chairperson and a
        secretary.  The committee may allocate responsibility for those
        duties and powers listed in Section 6.2(b)(1) and (2) (except
        determination of qualification for disability retirement) and other
        purely ministerial duties to one or more members of the committee.
        The committee shall review at regular intervals the performance of
        any committee member to whom fiduciary responsibility has been
        allocated and shall re-evaluate such allocation of responsibility.
        After the plan administrative committee has made such allocations of
        responsibilities and has received written notice of acceptance, the
        fiduciary responsibilities for such administrative duties and powers
        shall then be considered as the responsibilities of such committee
        member(s).

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    (d) Miscellaneous Provisions

        (1) Plan Administrative Committee Actions - The actions of such
            committee shall be determined by the vote or other affirmative
            expression of a majority of its members.  Either the chairperson
            or the secretary may execute any certificate or other written
            direction on behalf of the committee.  A member of the committee
            who is a participant shall not vote on any question relating
            specifically to himself.  If the remaining members of the
            committee, by majority vote thereof, are unable to come to a
            determination of any such question, the named fiduciary shall
            appoint a substitute member who shall act as a member of the
            committee for the special vote.

        (2) Expenses - The plan administrator shall serve without
            compensation for service as such.  All reasonable expenses of the
            plan administrator shall be paid by the employer or from the fund.

        (3) Examination of Records - The plan administrator shall make
            available to any participant for examination during business hours
            such of the plan records as pertain only to the participant
            involved.

        (4) Information to the Plan Administrator - To enable the plan
            administrator to perform the administrative functions, the
            employer shall supply full and timely information to the plan
            administrator on all participants as the plan administrator may
            require.

Section 6.3 - Claims Procedure

    (a) Notification - The plan administrator shall notify each
        participant in writing of his determination of benefits.  If the plan
        administrator denies any benefit, such written denial shall include:

                  *   The specific reasons for denial;

                  *   Reference to provisions on which the denial is based;

                  *   A description of and reason for any additional
                      information needed to process the claim; and

                  *   An explanation of the claims procedure.

    (b) Appeal - The participant or his duly authorized representative may:

                  *   Request a review of the participant's case in writing to
                      the named fiduciary;

                  *   Review pertinent documents;

                  *   Submit issues and comments in writing.

        The written request for review must be submitted no later than 60
        days after receiving written notification of denial of benefits.

    (c) Review - The named fiduciary must render a decision no later than
        60 days after receiving the written request for review, unless
        circumstances make it impossible to do so; but in no event shall the
        decision be rendered later than 120 days after the request for review
        is received.

    (d) Limitation on Time Period for Litigation of a Benefit Claim -
        Following receipt of the written rendering of the named fiduciary's
        decision under Section 6.3(c), the participant shall have 365 days in
        which to file suit in the appropriate court.  Thereafter, the right
        to contest the decision shall be waived.

Section 6.4 - Trust Fund

    (a) Appointment of Trustee

        The named fiduciary shall appoint a trustee for the proper care and
        custody of all funds, securities and other properties in the trust,
        and for investment of plan assets (or for execution of such orders as
        it receives from an investment manager appointed for investment of
        plan assets).  The duties and powers of the trustee shall be set
        forth in a trust agreement executed by the employer, which is
        incorporated herein by reference.  The named fiduciary shall review
        at regular intervals the performance of the trustee and shall re-
        evaluate the appointment of such trustee.  After the named fiduciary
        has appointed the trustee and has received a written notice of
        acceptance of its responsibility, the fiduciary responsibility with
        respect to the proper care and custody of plan assets shall be
        considered as the responsibility of the trustee.  Unless otherwise
        allocated to an investment manager, the fiduciary responsibility with
        respect to investment of plan assets shall likewise be considered as
        the responsibility of the trustee.

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    (b) Appointment of Investment Manager

        The named fiduciary may appoint an investment manager who is other
        than the trustee, which investment manager may be a bank or an
        investment advisor registered with the Securities and Exchange
        Commission under the Investment Advisors Act of 1940.  Such
        investment manager, if appointed, shall have sole discretion in the
        investment of plan assets, subject to the funding policy.  The named
        fiduciary shall review at regular intervals no less frequently than
        annually, the performance of such investment manager and shall re-
        evaluate the appointment of such investment manager.  After the named
        fiduciary has appointed an investment manager and has received a
        written notice of acceptance of its responsibility, the fiduciary
        responsibility with respect to investment of plan assets shall be
        considered as the responsibility of the investment manager.

    (c) Expenses

        The trust fund shall pay the expenses incurred in the administration
        of the plan and the investment of the fund, provided the cost is
        reasonable.  Such expenses shall include legal fees incurred by the
        plan administrator or the trustee, provided such fiduciaries are not
        proven to have committed a prohibited transaction.

Section 6.5 - Investment Policy

    (a) The plan is designed to invest primarily in corporate stock.  It
        is specifically intended that this stock bonus plan qualify and
        operate as an eligible individual account plan as defined in ERISA
        section 407(d)(3).  As such, and without limiting the generality of
        the foregoing, the trustee is hereby specifically authorized to:

        (1) acquire, hold, sell, and distribute corporate stock that is
            qualified employer stock.

        (2) invest in such corporate stock and not limit its holdings of
            such stock to 10% of trust assets.  The trustee may invest up to
            100% of plan assets in corporate stock without regard to any plan
            or trust agreement requirement to diversify investments as
            permitted under ERISA section 404(a)(2).

        (3) acquire or sell corporate stock in a transaction with a
            disqualified person or a party in interest (as those terms are
            defined in ERISA and the Code) provided that no commission is
            charged and the transaction is for adequate consideration.

    (b) With due regard to Section 6.5(a), the plan administrator may also
        direct the trustee to invest funds under the plan in other property
        described in the Trust Agreement or in life insurance policies to the
        extent permitted by Section 6.5(c), or the trustee may hold such
        funds in cash or cash equivalents.

    (c) With due regard to Section 6.5(a), the plan administrator may also
        direct the trustee to invest funds under the plan in insurance
        policies on the life of any keyman employee.  The proceeds of a
        keyman insurance policy may not be used for the repayment of any
        indebtedness owed by the plan which is secured by corporate stock but
        shall be allocated to participants in proportion to their account
        balances.  The amount of employer contribution to be allocated to
        participants under Section 3.2 shall be reduced by the amount of
        premiums paid on keyman insurance policies during the plan year.  The
        employer shall contribute an amount each year which is sufficient to
        pay the required premiums.  No insurance company which may issue such
        policies shall be deemed to be a party to this plan.

    (d) The plan may not obligate itself to acquire corporate stock from a
        particular holder thereof at an indefinite time determined upon the
        happening of an event such as the death of the holder.

    (e) The plan may not obligate itself to acquire corporate stock under
        a put option binding upon the plan.  However, at the time a put
        option is exercised, the plan may be given an option to assume the
        rights and obligations of the employer under a put option binding
        upon the employer.

    (f) All purchases of corporate stock shall be made at a price which,
        in the judgment of the plan administrator, does not exceed the fair
        market value thereof.  All sales of corporate stock shall be made at
        a price which, in the judgment of the plan administrator, is not less
        than the fair market value thereof.  The valuation rules set forth in
        Section 6.7 shall be applicable.

Section 6.6 - Prohibitions Against Allocations

    (a) Transactions Involving Corporate Stock - This Section 6.6(a) shall
        apply to corporate stock acquired by the plan after October 22, 1986
        in a sale to which Code section 1042 or, for estates of decedents who
        died prior to December 20, 1989, Code section 2057 (as in effect
        December 19, 1989) applies.

        (1) No portion of the trust fund attributable to (or allocable
            instead of) such corporate stock may accrue or be allocated
            directly or indirectly under any qualified plan maintained by the
            employer during the nonallocation period, for the benefit of:

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            (A) Any taxpayer who makes an election under Code
                section 1042(a) with respect to corporate stock  or any
                decedent if the executor of the estate of the decedent makes a
                qualified sale to which Code section 2057 applies;

            (B) Any individual who is related to the taxpayer or the
                decedent (as defined in Code section 267(b)); or

            (C) Any other person who owns more than 25% of:

                (i)   any class of outstanding stock of the employer or
                      affiliated employer which issued such corporate stock; or

                (ii)  the total value of any class of outstanding stock of
                      the employer or affiliated employer.

                For the purpose of determining ownership, the attribution
                rules of Code section 318(a) shall be applied with the
                exception of Code section 318(a)(2)(B)(i).

        (2) An individual who is related to the taxpayer (or the decedent)
            shall not include lineal descendants of the taxpayer, if the
            aggregate amount allocated to the benefit of all such lineal
            descendants during the nonallocation period does not exceed more
            than 5% of the corporate stock (or amounts allocated in their
            stead) held by the plan which are attributable to a sale to the
            plan by any person related to such descendants (within the meaning
            of Code section 267(c)(4)) in a transaction to which Code
            section 1042 or Code section 2057 is applied.

        (3) A person shall be treated as meeting the 25% stock ownership
            requirement of Section 6.6(a)(1)(C) if such person owns more than
            25% of the stock:  (A) at any time during the one year period
            ending on the date of sale of corporate stock to the plan, or
            (B) on the date as of which corporate stock is allocated to
            participants in the plan.

        (4) For purposes of Section 6.6(a)(1), nonallocation period for
            plan years beginning after December 31, 1986, means the period
            beginning on the date of the sale of the corporate stock and
            ending on the later of the date which is ten years after the date
            of sale or the date of the plan allocation attributable to the
            final payment of acquisition indebtedness incurred in connection
            with such sale.

    (b) Disqualified Persons under Plan Sponsored by S Corporation - Reserved.

Section 6.7 - Valuation of the Trust Fund

    (a) The plan administrator shall direct the trustee, as of each
        allocation date, and at such other date or dates deemed necessary by
        the plan administrator, herein called valuation date, to determine
        the net worth of the assets comprising the trust fund as it exists on
        the valuation date prior to taking into consideration any
        contribution to be allocated for that plan year.  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.

    (b) Valuations must be made in good faith and based on all relevant
        factors for determining the fair market value of securities.  In the
        case of a transaction between a plan and a disqualified person, value
        must be determined as of the date of the transaction.  For all other
        plan purposes, value must be determined as of the most recent
        valuation date under the plan.  An independent appraisal will not in
        itself be a good faith determination of value in the case of a
        transaction between the plan and a disqualified person.  However, in
        other cases, a determination of fair market value based on at least
        an annual appraisal independently arrived at by a person who
        customarily makes such appraisals and who is independent of any party
        to the transaction will be deemed to be a good faith determination of
        value.  Corporate stock not readily tradable on an established
        securities market shall be valued by an independent appraiser meeting
        requirements similar to the requirements of the Regulations
        prescribed under Code section 170(a)(1).

Section 6.8 - Voting Corporate Stock

    The trustee shall vote all corporate stock held by it as part of the
    plan assets at such time and in such manner as the plan administrator
    shall direct, provided, however, that if any agreement entered into by
    the trust provides for voting of any shares of corporate stock pledged
    as security for any obligation of the plan, then such shares of
    corporate stock shall be voted in accordance with such agreement.  If
    the plan administrator shall fail or refuse to give the trustee timely
    instructions as to how to vote any corporate stock as to which the
    trustee otherwise has the right to vote, the trustee shall not exercise
    its power to vote such corporate stock, except as described herein with
    respect to a tender offer or a corporate matter requiring pass-through
    voting rights.

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    This plan is a stock bonus plan holding a registration-type class of
    securities; therefore, participants shall not be entitled to direct the
    trustee as to the manner in which the corporate stock that is entitled
    to vote and that is allocated to the corporate stock account of such
    participant is to be voted.

                ARTICLE VII - AMENDMENT AND TERMINATION OF PLAN

Section 7.1 - Right to Discontinue and Amend

    It is the expectation of the employer that it will continue this plan
    indefinitely and make the payments of its contributions hereunder, but
    the continuance of the plan is not assumed as a contractual obligation
    of the employer and the right is reserved by the employer, at any time,
    to reduce, suspend or discontinue its contributions hereunder.

Section 7.2 - Amendments

    Except as herein limited, the employer shall have the right to amend
    this plan at any time to any extent that it may deem advisable.  Such
    amendment shall be stated in writing.  It shall be authorized by action
    of the board of directors under the corporate by-laws and such
    authorization shall designate the person to execute the amendment.

    The employer's right to amend the plan shall be limited as follows:

    (a) No amendment shall increase the duties or liabilities of the plan
        administrator, the trustee, or other fiduciary without their
        respective written consent.

    (b) No amendments shall have the effect of vesting in the employer any
        interest in or control over any contracts issued pursuant hereto or
        any other property in the fund.

    (c) No amendment to the plan shall be effective to the extent that it
        has the effect of decreasing a participant's accrued benefit.
        Notwithstanding the preceding sentence, a participant's account
        balance may be reduced to the extent permitted under Code section
        412(c)(8).  For purposes of this paragraph, a plan amendment which
        has the effect of decreasing a participant's account balance or
        eliminating an optional form of benefit, with respect to benefits
        attributable to service before the amendment shall be treated as
        reducing an accrued benefit.  Furthermore, if the vesting schedule of
        a plan is amended, in the case of an employee who is a participant as
        of the later of the date such amendment is adopted or the date it
        becomes effective, the nonforfeitable percentage (determined as of
        such date) of such employee's right to his employer-derived accrued
        benefit will not be less than his percentage computed under the plan
        without regard to such amendment.

    (d) No amendment to the vesting schedule adopted by the employer
        hereunder shall deprive a participant of his vested portion of his
        employer contribution accounts to the date of such amendment.  If the
        plan's vesting schedule is amended, or the plan is amended in any way
        that directly or indirectly affects the computation of the
        participant's nonforfeitable percentage or if the plan is deemed
        amended by an automatic change to or from a top-heavy vesting
        schedule, each participant with at least 3 years of service with the
        employer may elect, within a reasonable period after the adoption of
        the amendment or change, to have the nonforfeitable percentage
        computed under the plan without regard to such amendment or change.
        For participants who do not have at least one hour of service in any
        plan year beginning after December 31, 1988, "5 years of service"
        shall be substituted for "3 years of service" in the preceding
        sentence.  The period during which the election may be made shall
        commence with the date the amendment is adopted or deemed to be made
        and shall end on the latest of:

        (1) 60 days after the amendment is adopted;

        (2) 60 days after the amendment becomes effective; or

        (3) 60 days after the participant is issued written notice of the

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            amendment by the employer or plan administrator.

Section 7.3 - Protection of Benefits in Case of Plan Merger

    In the event of a merger or consolidation with, or transfer of assets to
    any other plan, each participant will receive a benefit immediately
    after such merger, consolidation or transfer (if the plan then
    terminated) which is at least equal to the benefit the participant was
    entitled to immediately before such merger, consolidation or transfer
    (if the plan had terminated).

Section 7.4 - Termination of Plan

    (a) When Plan Terminates - This plan shall terminate upon the
        happening of any of the following events:  legal adjudication of the
        employer as bankrupt; a general assignment by the employer to or for
        the benefit of its creditors; the legal dissolution of the employer;
        or termination of the plan by the employer.

    (b) Allocation of Assets - Upon termination, partial termination, or
        complete discontinuance of employer contributions, the account
        balance(s) of each affected participant who is an active participant
        or who is not an active participant but has neither received a
        complete distribution of his vested accrued benefit nor incurred five
        one-year breaks in service shall be 100% vested and nonforfeitable.
        The amount of the fund assets shall be allocated to each participant,
        subject to provisions for expenses of administration of the
        liquidation, in the ratio that such participant's account(s) bears to
        all accounts.  If a participant under this plan has terminated his
        employment at any time after the first day of the plan year in which
        the employer made his final contribution to the plan, and if any
        portion of any account of such terminated participant was forfeited
        and reallocated to the remaining participants, such forfeiture shall
        be reversed and the forfeited amount shall be credited to the account
        of such terminated participant.

                    ARTICLE VIII - MISCELLANEOUS PROVISIONS

Section 8.1 - Exclusive Benefit - Non-Reversion

    The plan is created for the exclusive benefit of the employees of the
    employer and shall be interpreted in a manner consistent with its being
    a qualified plan as defined in section 401(a) of the Internal Revenue
    Code and with ERISA.  The corpus or income of the trust may not be
    diverted to or used for other than the exclusive benefit of the
    participants or their beneficiaries (except for defraying reasonable
    expenses of administering the plan).

    Notwithstanding the above, a contribution paid by the employer to the
    trust may be repaid to the employer under the following circumstances:

    (a) Any contribution made by the employer because of a mistake of fact
        must be returned to the employer within one year of the contribution.

    (b) In the event the deduction of a contribution made by the employer
        is disallowed under Code section 404, such contribution (to the
        extent disallowed) must be returned to the employer within one year
        of the disallowance of the deduction.

    (c) If the Commissioner of Internal Revenue determines that the plan
        is not initially qualified under the Internal Revenue Code, any
        contribution made incident to that initial qualification by the
        employer must be returned to the employer within one year after the
        date the initial qualification is denied, but only if the application
        for the qualification is made by the time prescribed by law for
        filing the employer's return for the taxable year in which the plan
        is adopted, or such later date as the Secretary of the Treasury may
        prescribe.

Section 8.2 - Inalienability of Benefits

    No benefit or interest available hereunder including any annuity
    contract distributed herefrom shall be subject to assignment or
    alienation, either voluntarily or involuntarily.  The preceding sentence
    shall also apply to the creation, assignment, or recognition of a right
    to any benefit payable with respect to a participant pursuant to a
    domestic relations order, unless such order is determined to be a
    qualified domestic relations order as defined in Code section 414(p), or
    any domestic relations order entered before January 1, 1985.  A loan
    made to a participant and secured by his nonforfeitable account
    balance(s) under Section 4.4(b) will not be treated as an assignment or
    alienation and such securing account balance(s) shall be subject to
    attachment by the plan in the event of default.

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    Notwithstanding the preceding paragraph, effective with respect to
    judgments, orders, and decrees issued, and settlement agreements entered
    into, on or after August 5, 1997, a participant's benefit (and that of
    his spouse) shall be reduced to satisfy liabilities of the participant
    to the plan due to (1) the participant being convicted of committing a
    crime involving the plan, (2) a civil judgment (or consent order or
    decree) entered by a court in an action brought in connection with a
    violation of the fiduciary provisions of part 4 of subtitle B of Title I
    of ERISA, or (3) a settlement agreement between the Secretary of Labor
    or the Pension Benefit Guaranty Corporation and the participant in
    connection with a violation of the fiduciary provisions of ERISA.  No
    reduction shall be made pursuant to this paragraph, unless the judgment,
    order, decree, or settlement agreement shall expressly provide for the
    offset of all or part of the amount ordered or required to be paid to
    the plan against the participant's benefits provided under the plan.

Section 8.3 - Employer-Employee Relationship

    This plan is not to be construed as creating or changing any contract of
    employment between the employer and its employees, and the employer
    retains the right to deal with its employees in the same manner as
    though this plan had not been created.

Section 8.4 - Binding Agreement

    This plan shall be binding on the heirs, executors, administrators,
    successors and assigns as such terms may be applicable to any or all
    parties hereto, and on any participants, present or future.

Section 8.5 - Separability

    If any provision of this plan shall be held invalid or unenforceable,
    such invalidity or unenforceability shall not affect any other provision
    hereof and this plan shall be construed and enforced as if such
    provision had not been included.

Section 8.6 - Construction

    The plan shall be construed in accordance with the laws of the state in
    which the employer was incorporated and with ERISA.

Section 8.7 - Copies of Plan

    This plan may be executed in any number of counterparts, each of which
    shall be deemed as an original, and said counterparts shall constitute
    but one and the same instrument which may be sufficiently evidenced by
    any one counterpart.

Section 8.8 - Interpretation

    Wherever appropriate, words used in this plan in the singular may
    include the plural or the plural may be read as singular, and the
    masculine may include the feminine.

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                     Weis Markets, Inc. Stock Bonus Plan


IN WITNESS WHEREOF, the Employer has caused this Plan to be executed
this 12 day of November, 2001.

                                       WEIS MARKETS, INC.

                                       By: /S/Willam R. Mills
                                       Title: Vice President Finance