<PAGE>

Exhibit 10.17


                               QUAKER CITY BANK


                       EMPLOYEES' RETIREMENT INCOME PLAN












       (As Amended and Restated and Generally Effective January 1, 2000)
<PAGE>

                               QUAKER CITY BANK

                       EMPLOYEES RETIREMENT INCOME PLAN

                               TABLE OF CONTENTS
<TABLE>
<S>                                                                       <C>
PREAMBLE.................................................................   1

ARTICLE 1 - DEFINITIONS..................................................   2

     1.1   General.......................................................   2
     1.2   Actuarial Equivalent..........................................   2
     1.3   Administrator.................................................   4
     1.4   Annuity Starting Date.........................................   4
     1.5   Bank: Bank Affiliate..........................................   4
     1.6   Beneficiary...................................................   4
     1.7   Benefit.......................................................   4
     1.8   Board.........................................................   4
     1.9   Break in Service or One (1) Year Break in Service.............
     1.10  Code..........................................................   5
     1.11  Committee.....................................................   5
     1.12  Compensation..................................................   5
     1.13  Contingent Annuitant..........................................
     1.14  December 31, 1999 Retirement Benefit..........................
     1.15  Direct Rollover...............................................
     1.16  Direct Rollover Distributee...................................
     1.17  Disability Retirement.........................................
     1.18  Early Retirement..............................................
     1.19  Early Retirement Benefit......................................
     1.20  Early Retirement Date.........................................
     1.21  Effective Date................................................   7
     1.22  Election Period...............................................   8
     1.23  Eligible Employee.............................................
     1.24  Eligible Retirement Plan......................................   8
     1.25  Eligible Rollover Distribution................................   9
     1.26  Employee......................................................
     1.27  Enrolled Actuary..............................................  10
     1.28  ERISA.........................................................  10
     1.29  Former Participant............................................  10
     1.30  Highly Compensated Employee...................................  10
     1.31  Hour of Service...............................................  11
     1.32  January 1, 2000 Beginning Balance.............................  11
     1.33  Joint and Survivor Annuity....................................  12
     1.34  Late Retirement...............................................  12
     1.35  Late Retirement Benefit.......................................  12
     1.36  Late Retirement Date..........................................  12
     1.37  Military Leave................................................  12
     1.38  Normal Retirement Age.........................................  12
     1.39  Normal Retirement Benefit.....................................  12
     1.40  Normal Retirement Date........................................  13
     1.41  Optional Retirement Benefit...................................  13
     1.42  Participant...................................................  13
     1.43  Payday........................................................  13
     1.44  Plan..........................................................  13
</TABLE>

                                       i
<PAGE>

<TABLE>
<S>                                                                       <C>
     1.45  Plan Representative...........................................  13
     1.46  Plan Year.....................................................  13
     1.47  Rules of the Plan.............................................  13
     1.48  Secretary.....................................................  13
     1.49  Separation from Service.......................................  14
     1.50  Social Security Retirement Age................................  14
     1.51  Service.......................................................  14
     1.52  Spousal Consent...............................................  14
     1.53  Spouse: Surviving Spouse......................................  15
     1.54  Statutory Compensation........................................  15
     1.55  Survivor Annuity..............................................  15
     1.56  Trust.........................................................  15
     1.57  Trust Agreement...............................................  16
     1.58  Trust Fund....................................................  16
     1.59  Trustee.......................................................  16
     1.60  Vested Retirement Benefit.....................................  16
     1.61  Wage Base.....................................................  16
     1.62  Years of Eligibility Service..................................  16
     1.63  Years of Vesting Service......................................  16

ARTICLE 2 - ELIGIBILITY..................................................  18

     2.1   Requirements for Participation................................  18
     2.2   Active Participant: Inactive Participant......................  18
     2.3   Forfeitures...................................................  18
     2.4   Eligibility Upon Reemployment of a Former Participant.........  19
     2.5   Termination of Participation..................................  19

ARTICLE 3 - FUNDING OF BENEFITSA.........................................  20

     3.1   Source of Contributions.......................................  20
     3.2   Limitations...................................................  20
     3.3   Application of Forfeitures....................................  20

ARTICLE 4 - CASH BALANCE ACCOUNTS........................................  21

     4.1   Cash Balance Account..........................................  21
     4.2   January 1, 2000 Beginning Balance.............................  22
     4.3   Contribution Credits..........................................  22
     4.4   Interest Credits..............................................  22
     4.5   Benefit Distributions.........................................  23
     4.6   Certain Inactive Participants.................................  23
     4.7   Certain Former Participants...................................  24

ARTICLE 5 - RETIREMENT...................................................  25

     5.1   Normal Retirement.............................................  25
     5.2   Normal Retirement Benefit.....................................  25
     5.3   Determination of Normal Retirement Benefit....................  25
     5.4   Early Retirement..............................................  26
     5.5   Early Retirement Benefit......................................  26
     5.6   Late Retirement...............................................  27
     5.7   Late Retirement Benefit.......................................  27
     5.8   Disability Retirement.........................................  27
     5.9   Vested Retirement Benefit.....................................  29
     5.10  Joint and Survivor Annuity....................................  30
     5.11  Optional Retirement Benefit...................................  33
     5.12  Preretirement Survivor Annuity................................
     5.13  Election......................................................  36
     5.14  Reemployment of Former Participants...........................  38
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                       <C>
     5.15  Limitation on Benefits........................................
     5.16  Involuntary Cash-Outs.........................................
     5.17  Designation of Beneficiaries and Contingent Annuitants;
           Substitute Rights of Spouse or Heirs At Law...................  42
     5.18  Distributions Prior to Retirement: Restrictions on Payment....
     5.19  Direct Rollovers..............................................  45
     5.20  Limitation on Distributions Other than Life Annuities.........  45

ARTICLE 6 - ADMINISTRATIVE PROVISIONS....................................  46

     6.1   Duties and Powers of the Administrator........................  46
     6.2   Pension Committee.............................................  46
     6.3   Limitations upon Powers of the Administrator..................  47
     6.4   Compensation and Indemnification of Administrator:
           Expenses of Administration....................................  47
     6.5   Effect of Administrator Action................................  48
     6.6   Claims Procedure..............................................  48
     6.7   Distributions Pursuant to Qualified Domestic Relations Orders.  50

ARTICLE 7 - TOP HEAVY RULES..............................................

     7.1   Top-Heavy Determination.......................................
     7.2   Minimum Benefits..............................................  54
     7.3   Vesting.......................................................  55
     7.4   Limitation on Benefits........................................  56

ARTICLE 8 - MISCELLANEOUS PROVISIONS.....................................  57

     8.1   Termination of Plan...........................................  57
     8.2   Suspension of Contributions...................................  58
     8.3   Limitation on Certain Distributions...........................  59
     8.4   Payments......................................................
     8.5   Amendment of Plan.............................................  60
     8.6   Retroactive Effect of Plan Amendment..........................
     8.7   Consolidation or Merger; Adoption of Plan by Other Companies..
     8.8   Identification of Fiduciaries.................................
     8.9   Allocation of Fiduciary Responsibilities......................
     8.10  Inspection of Records.........................................
     8.11  Limitation on Rights of Employees.............................
     8.12  Use of Funds..................................................
     8.13  Qualified Military Service....................................  64
     8.14  Errors and Misstatements......................................  64
     8.15  Conflicting Claims............................................  64
     8.16  Governing Law.................................................  64
     8.17  Genders and Plurals...........................................  65
     8.18  Titles........................................................  65
     8.19  Nonalienation of Benefits.....................................  65
     8.20  References....................................................  65

APPENDIX A - LIVING MINIMUM BENEFIT......................................  66

APPENDIX B - SPECIAL EFFECTIVE DATE PROVISIONS...........................  67
</TABLE>

                                      iii
<PAGE>

                               QUAKER CITY BANK
                       EMPLOYEES RETIREMENT INCOME PLAN

       (As Amended and Restated and Generally Effective January 1, 2000)


     This Plan is made and entered into by Quaker City Bank (hereinafter,
"Employer" or Bank"), a corporation organized and existing under the laws of the
State of California, with its principal place of business located at Whittier,
California.

                                   RECITALS

     1.   The Bank feels the need to continue to assist its Employees in meeting
          the burdens of retirement and to reward its Employees for their long
          and faithful service.

     2.   The Bank desires to re-institute its retirement plan as a cash balance
          plan.

                             OPERATIVE PROVISIONS

     NOW, THEREFORE, except as to specific effective dates for legislative
changes and otherwise required by applicable law, this Plan is generally
effective January 1, 2000.  The Quaker City Bank Employees' Retirement Income
Plan was first established effective January 15, 1948 and amended and restated
effective through January 15, 1984, and further amended effective as of January
15, 1986, January 15, 1988, January 15, 1989, January 1, 1991, December 31,
1993, and September 1, 1995 and is again amended and restated as follows.

                                       1
<PAGE>

                            ARTICLE 1 - DEFINITIONS


1.1  General
     -------

     Whenever the following terms are used in the Plan with the first letter
     capitalized, they shall have the meaning specified below unless the context
     clearly indicates to the contrary.

1.2  Actuarial Equivalent
     --------------------

     "Actuarial Equivalent" shall mean equality in the value of aggregate
     amounts expected to be received under different forms of payment, based on
     mortality and interest rate assumptions consistent with generally accepted
     actuarial principles applied on a consistent basis (based upon
     recommendations of an Enrolled Actuary adopted by the Committee for use
     under this Plan). The mortality and interest rate assumptions shall be the
     UP 84 Mortality Table and the interest rate assumption shall be eight
     percent (8%).

     Solely for purposes of and computations regarding Internal Revenue Code
     Section 415 maximum benefit limitations, the interest rate used shall be:

     (a)  8% for purposes of adjusting the limitations of any form of benefit
          not subject to the present value restrictions in Code Section
          417(e)(3), or for purposes of adjusting a benefit which begins before
          age sixty-two (62);

     (b)  not less than the greater of the Applicable Interest Rate or 8%, for
          purposes of adjusting the limitation of any form of benefit subject to
          the present value restrictions in section 417(e)(3);

     (c)  five percent (5%), where the Benefit begins after Social Security
          Retirement Age.

     For purposes of adjusting any limitation under (a), (b) or (c), the
     mortality table shall be the Applicable Mortality Table.  In no event shall
     the amount of any benefit or annuity determined under this Section 1.2
     exceed the maximum permitted under Code Section 415.

     (d)  For purposes of determining the present value of a Participant's
          vested Accrued Benefit and the benefit distributable under Sections
          5.11(a)(iv), 5.12(e) and 5.16 of the Plan, the present value shall be
          calculated by using the Applicable Mortality Table and the Applicable
          Interest Rate(s).

          For purposes of this paragraph, the Code Section 417 interest rate is
          the Applicable Interest Rate(s) [as defined in subsection (c) of this
          Section 1.2].

                                       2
<PAGE>

     (e)  For purposes of this Section 1.2, "Applicable Interest Rate" shall
          mean the annual rate of interest on 30-year Treasury securities for
          the second (2nd) month before the date of distribution.

     (f)  For purposes of this Section 1.2, "Applicable Mortality Table" shall
          mean the table prescribed by the Secretary, which shall be based on
          the prevailing commissioner's standard table (described in Code
          Section 807(d)(5)(A)) used to determine reserves for group annuity
          contracts issued on the date as of which present value is being
          determined or such other time as the Secretary may by regulations
          prescribe, which is currently the table provided in Revenue Rule 95-6.

     (g)  Conversion of Cash Balance Account. Notwithstanding subsection (a),
          ----------------------------------
          for purposes of the determination of a Participant's or Former
          Participant's Normal, Early, Late or Vested Retirement Benefit under
          Section 5.3(a), 5.5(b), 5.7(b), or 5.9, and for purposes of the
          determination of a Participant's or Former Participant's Benefit
          distributed as a life annuity or a Joint and Survivor Annuity under
          Section 5.9(e), and for purposes of the determination of the Surviving
          Annuity of a Surviving Spouse or Beneficiary under Section 5.12, the
          "Actuarial Equivalent" of the balance in such Participant's or Former
          Participant's Cash Balance Account shall equal such balance,
          multiplied by the actuarial equivalency factor (assuming a Benefit
          payable as a monthly payment to such Participant or Former Participant
          on the first day of each calendar month commencing on his Normal,
          Early or Late Retirement Date, as the case may be, and ending on the
          calendar month in which his death occurs in the case of Section
          5.3(a), 5.5(b), 5.7(b) or 5.9, or in the form of annuity in which the
          Benefit shall be distributed in the case of Section 5.9(e) or 5.12)
          determined by

          (i)  an interest assumption equal to the Applicable Interest Rate (as
               defined in Section 1.2) with respect to the distribution of such
               Benefit, and

          (ii) the Applicable Mortality Table (as defined in Section 1.2) with
               respect to the distribution of such Benefit.

     (h)  Beginning Balances. Notwithstanding subsection (a), for the purpose of
          ------------------
          the determination of a Participant's January 1, 2000 Beginning Balance
          under Section 4.2, the "Actuarial Equivalent" of such Participant's
          December 31, 1999 Retirement Benefit, payable as a monthly payment to
          the Participant on the first day of each calendar month commencing on
          such Participant's Normal Retirement Date (or Late Retirement Date, if
          applicable) and ending on the calendar month in which the death of
          such Participant occurs, shall mean such December 31, 1999 retirement
          Benefit, divided by the actuarial equivalency factor applicable for
          determining the lump sum Actuarial Equivalent value of such
          Participant's Benefit as of December 31, 1999 assuming that the
          Participant terminated employment on December 31, 1999 and received a
          lump sum distribution on January 1, 2000.

                                       3
<PAGE>

1.3  Administrator
     -------------

     Administrator shall mean Quaker City Bank, acting through its Board.  The
     Board may appoint a Committee in accordance with Section 6.2 and delegate
     to the Committee such duties, powers and responsibilities with respect to
     the administration of the Plan as the Board determines appropriate.

1.4  Annuity Starting Date
     ---------------------

     The "Annuity Starting Date" shall mean the first day of the first period
     for which a Benefit is payable as an annuity to a Participant or Former
     Participant, or the date with respect to which a Benefit is payable as a
     lump sum distribution to a Participant or Former Participant, as the case
     may be by reason of his Separation from Service.

1.5  Bank: Bank Affiliate
     --------------------

     (a)  "Bank" shall mean Quaker City Bank, a Federally chartered savings
          association, any other company which subsequently adopts the Plan as a
          whole or as to any one or more divisions, in accordance with Section
          8.7(c), and any successor Bank which continues the Plan under Section
          8.7(a).

     (b)  "Bank Affiliate" shall mean any employer which, at the time of
          reference, was, with the Bank, a member of a controlled group of
          corporations or trades or businesses under common control, or a member
          of an affiliated service group, as determined under regulations issued
          by the Secretary under Code Sections 414(b), (c), (m) and 415(h) and
          any other entity required to be aggregated with the Bank pursuant to
          regulations issued under Code Section 414(o).

1.6  Beneficiary
     -----------

     "Beneficiary" shall mean a natural person properly designated by a
     Participant or Former Participant in the manner provided in Section 5.17
     and, where appropriate, his Spouse or heirs at law, as provided in such
     Section.

1.7  Benefit
     -------

     "Benefit" shall mean a monthly payment payable at the times and over the
     applicable periods specified in Article 5.

1.8  Board
     -----

     "Board" shall mean the Board of Directors of Quaker City Bank, a Federally
     chartered savings association, or its successor in interest resulting from
     merger consolidation or transfer of substantially all assets which
     expressly agrees in writing to continue the Plan as its own.

                                       4
<PAGE>

1.9  Break in Service or One (1) Year Break in Service
     -------------------------------------------------

     "Break in Service or One (1) Year Break in Service" of an Employee or
     former Employee shall mean the Plan Year during which an employee has not
     completed an aggregate of more than five hundred (500) Hours of Service,
     including, for this purpose only, such hours as may be credited during a
     leave of absence approved in writing by the Committee pursuant to
     nondiscriminatory rules applicable to similarly situated employees,
     provided that the employee returns from his leave of absence to the Service
     of the employer within thirty (30) days after his termination of such leave
     of absence, plus such hours as may be required to be credited to the
     account of an employee under the Family and Medical Leave Act of 1993 or
     those Federal laws applicable to employees in the Armed Services under
     conscription or in time of war and any similar Federal laws, provided that
     the employee returns to the Service of the employer within the minimum time
     specified by such laws.  In determining a Break in Service for eligibility
     purposes the twelve (12) month computation period shall be the twelve (12)
     consecutive month period specified in Section 1.62.

     Notwithstanding anything to the contrary contained herein, a transfer of
     participation from any defined benefit plan of the employer as a
     consequence of a change in the job classification of the Participant shall
     not constitute a One (1) Year Break in Service in any Plan Year in which
     the employee completes more than five hundred (500) Hours of Service with
     the Employer.

1.10 Code
     ----

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

1.11 Committee
     ---------

     "Committee," "Pension Committee," or "Retirement Board" shall mean the
     Committee appointed in accordance with Section 6.2.

1.12 Compensation
     ------------

     "Compensation" of a Participant for any Plan Year shall mean his total
     salary and wages, including bonuses, commissions, overtime payments,
     incentives and other monetary remuneration, if any, which are paid to the
     Employee by the Employer during the taxable year ending with or within the
     Plan Year and which are reported as wages on the Employee's Form W-2 by
     reason of services performed by an Eligible Employee, and including amounts
     not includable in gross income by reason of Code Sections 125 (cafeteria
     plans), 402(e)(3) (401(k) plans), 402(h) or 403(b). Compensation shall
     include elective deferrals under non-qualified plans maintained by the
     Bank, regardless of whether such deferrals are included in gross income.
     Elective deferrals to non-qualified plans will be included as Compensation
     for the plan year of deferral.

                                       5
<PAGE>

      Compensation shall exclude reimbursements or other expense allowances,
      fringe benefits (cash and noncash), moving expenses, deferred compensation
      not specifically included in the preceding paragraph, Employer
      contributions to other qualified plans, any compensation paid or payable
      by reason of services performed after the date the Employee ceased to be a
      Participant and welfare benefits (including severance pay), but in no
      event greater than $170,000 (adjusted for increases in the cost of living
      described in Code Section 401(a)(17)). Compensation for loan agents shall
      be limited to the dollar limit described in Code Section 414(q) for
      determining highly compensated employees.

1.13  Contingent Annuitant
      --------------------

      "Contingent Annuitant" shall mean a person properly designated by a
      Participant or Former Participant in the manner provided in Section 5.17
      to receive benefits solely in accordance with Section 5.11.

1.14  December 31, 1999 Retirement Benefit
      ------------------------------------

      "December 31, 1999 Retirement Benefit" of a Participant shall mean the
      amount determined under Section 4.2(b).

1.15  Direct Rollover
      ---------------

      "Direct Rollover" shall mean a payment by the Plan to an Eligible
      Retirement Plan designated by a Direct Rollover Distributee.

1.16  Direct Rollover Distributee
      ---------------------------

      "Direct Rollover Distributee" shall mean a Participant or a Former
      Participant, Surviving Spouse of a Participant or Former Participant, or a
      Spouse or former Spouse of a Participant or a Former Participant who is an
      alternate payee under a "qualified domestic relations order", as defined
      in Code Section 414(p).

1.17  Disability Retirement
      ---------------------

      "Disability Retirement" of a Participant shall mean the period commencing
      on his Separation from Service authorized by the Administrator (or its
      delegate) upon its finding, based on evidence that such Participant meets
      the eligibility requirements for benefits under the Bank LTD plan. In the
      event a Participant is not covered by the Bank LTD plan, then eligibility
      shall be based upon a determination that the Participant would meet the
      eligibility requirements for benefits under the Bank LTD plan.

     (a)  If a Participant becomes and remains disabled while employed by the
          Employer after completing four (4) Years of Service, such Participant
          shall continue to be considered an active Employee of the Employer for
          all purposes of this Plan until the earlier to occur of:

                                       6
<PAGE>

          (i)  The Participant's recovery from such disability; or
          (ii) The Annuity Starting Date.

          The Participant's Compensation during such period of disability shall
          be based upon such Participant's rate of Compensation as of the date
          such disability commenced, as though the Participant continued in
          active employment, and such Compensation shall be used in calculating
          the Participant's Benefit.

     (b)  If a disabled Participant ceases to be disabled prior to Normal
          Retirement Date and returns to the Service of the Employer within
          sixty (60) days after the cessation of such disability, such
          Participant's Years of Service shall include such period of
          disability. The Participant's Compensation for the period of
          disability will be determined as described in (a) above. If a disabled
          Participant ceases to be disabled prior to Normal Retirement Date and
          does not return to the Service of the Employer for any reason within
          such sixty (60)-day period, such Participant shall be considered as
          having terminated employment as of the date such disability ceased.
          Such Participant may then be eligible for a deferred vested benefit as
          described in Section 5.9 hereof. The Participant's Years of Service
          shall include the period of disability and Compensation for the period
          of disability as determined in (a) above.

      For purposes of this section only, a Participant's Annuity Starting Date
      shall be the Normal Retirement Date and Benefits must commence on that
      date.

1.18  Early Retirement
      ----------------

      "Early Retirement" shall mean the retirement of a Participant or Former
      Participant on his Early Retirement Date.

1.19  Early Retirement Benefit
      ------------------------

      "Early Retirement Benefit" shall mean the Benefit to which a Participant
      or Former Participant is entitled under Section 5.5.

1.20  Early Retirement Date
      ---------------------

      "Early Retirement Date" of a Participant or Former Participant shall mean
      the first day of any month, as he shall elect in accordance with Section
      5.4, which precedes his Normal Retirement Date and is coincident with or
      follows his fifty-fifth birthday and his completion of  (a) four Years of
      Service, for Participants who participated in the Plan before January 1,
      2000, or (b) five Years of Service for Participants who first became
      Participants in the Plan after December 31, 1999.

1.21  Effective Date
      --------------

                                       7
<PAGE>

      "Effective Date" means January 1, 2000, except where an earlier date is
      required.  Original Effective Date means January 15, 1948. With respect to
      a division, subsidiary or Bank Affiliate, the Effective Date is the date
      the entity first becomes a participating employer in the Plan.

1.22  Election Period
      ---------------

      "Election Period" means, in the case of an election under Section 5.10(f)
      to waive the Joint and Survivor Annuity, the period beginning 90 days
      before the Participant's or Former Participant's Annuity Starting Date and
      ending on the latest of

     (a)  the Participant's or Former Participant's Annuity Starting Date,

     (b)  the thirtieth day after the latest mailing or personal delivery to him
          of the explanation described in Section 5. 10(d)(i), or

     (c)  the sixtieth day after the mailing or personal delivery to him of the
          information he has requested under Section 5.10(d)(ii).

1.23  Eligible Employee
      -----------------

      "Eligible Employee" shall mean any Employee who has completed one (1) Year
      of Eligibility Service with the Bank and attained age twenty-one (21).
      Eligible Employees shall not include (i) any Employee who is a member of a
      collective bargaining agreement, which agreement does not specifically
      provide for coverage of such Employee under this Plan, provided that
      retirement benefits were the subject of good faith bargaining between
      Employee representatives and the Employer, (ii) any non-resident alien who
      has no earned income from sources within the United States, (iii) any
      Leased Employees as defined in Section 1.26, or any Employee of a Bank
      Affiliate which has not adopted the Plan, or (iv) any person who receives
      compensation for services from the Bank but who is not treated by the Bank
      as a common law employee for purposes of income tax withholding,
      regardless of whether such person is later determined to be or to have
      been a common law employee of the Bank at the time such services were
      performed.

1.24  Eligible Retirement Plan
      ------------------------

      "Eligible Retirement Plan" shall mean 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 will accept a Direct Rollover Distributee's Eligible Rollover
      Distribution; provided, however, that, in the case of an Eligible Rollover
      Distribution to a Direct Rollover Distributee who is a Surviving Spouse of
      a Participant or Former Participant, an "Eligible Retirement Plan" shall
      mean only an individual retirement account or an individual retirement
      annuity.

                                       8
<PAGE>

1.25  Eligible Rollover Distribution
      ------------------------------

     (a)  Except as provided in subsection (b), "Eligible Rollover Distribution"
          shall mean any distribution of a Participant's or Former Participant's
          Benefit to a Direct Rollover Distributee.

     (b)  "Eligible Rollover Distribution" shall not mean any distribution

          (i)    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 Direct Rollover Distributee and the
                 Direct Rollover Distributee's Spouse, Contingent Annuitant or
                 Beneficiary,

          (ii)   that is part of a series of distributions during a calendar
                 year to the extent that such distributions are expected to
                 total less than $200, as described in Temp. Reg. Section
                 l.401(a)(31)-lT A-11, or

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

1.26  Employee
      --------

      "Employee" shall mean a person employed by the Bank or Bank Affiliate, any
      portion of whose income is subject to withholding of income tax and/or for
      whom Social Security contributions are made by the Bank or Bank Affiliate
      as well as any other person qualifying as a common law Employee of the
      Bank or Bank Affiliate. Employee shall include Leased Employees within the
      meaning of Section 414(n)(2) of the Code.

      For purposes of this Section 1.26, the term "Leased Employee" shall mean
      any person (other than an employee of the Bank) who pursuant to an
      agreement between the Bank and any other person ("leasing organization")
      has performed services for the Bank (or for the Bank and related persons
      determined in accordance with Section 414(n)(6) of the Code) on a
      substantially full-time basis for a period of at least one (1) year, and
      such services are under the primary direction and control of the Bank.
      Contributions or benefits provided to a Leased Employee by the leasing
      organization which are attributable to services performed for the Employer
      shall be treated as provided by the Bank.

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

     (i)  Such Employee is covered by a money purchase pension plan providing:

          (1)  A nonintegrated employer contribution rate of at least ten
               percent (10%) of compensation, as defined in Section 415(c)(3) of
               the Code, but including amounts contributed by the Bank pursuant
               to a salary reduction agreement which are excludable from the
               Employee's gross income under Section 125, 402(e)(3), 402(h) or
               403(b) of the Code.

                                       9
<PAGE>

          (2)  Immediate participation, and

          (3)  Full and immediate vesting; and

     (ii)  Leased Employees do not constitute more than twenty percent (20%) of
           the Employer's non-highly compensated work force.

1.27  Enrolled Actuary
      ----------------

      "Enrolled Actuary" shall mean the person enrolled by the Joint Board for
      the Enrollment of Actuaries established under Subtitle C of Title III of
      ERISA who has been engaged by the Administrator (or its delegate) on
      behalf of all Participants to make and render all necessary actuarial
      determinations, statements, opinions, assumptions, reports and valuations
      under the Plan as required by law or requested by the Administrator (or
      its delegate).

1.28  ERISA
      -----

      "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
      amended.

1.29  Former Participant
      ------------------

      "Former Participant" shall mean a Participant who has had a Separation
      from Service. A "Former Participant" may again become a "Participant" upon
      becoming an Employee or employed by a Bank Affiliate.

1.30  Highly Compensated Employee
      ---------------------------

     (a)  For any Plan Year, a "Highly Compensated Employee" shall mean any
          Employee who

          (i)   in the previous Plan Year, or the current Plan Year, was a 5%
                owner of the Bank (within the meaning of Code Section
                414(q)(2)), or

          (ii) in the previous Plan Year, had Statutory Compensation in excess
               of $80,000 (adjusted as described in Code Section 414(q)(1)(B)).

     (b)  For purposes of this Section, "Statutory Compensation" shall include
          amounts not includable in gross income by reason of Code Sections 125,
          402(e)(3), 402(h)(1)(B) or 403(b) and, for any Plan Year, "Employee"
          shall include leased employees treated as Employees of the Bank or a
          Bank Affiliate pursuant to Code Section 414(n) or 414(o) and shall
          include employees of a Bank Affiliate, but shall not include an
          Employee who is on a leave of absence throughout the Plan Year, or an
          Employee who will not attain age 55 before the last day of such Plan

                                       10
<PAGE>

          Year and who receives Statutory Compensation for the Plan Year in an
          amount less than 50% of such Employee's average annual Statutory
          Compensation for the three consecutive calendar years preceding such
          Plan Year during which such Employee received the greatest amount of
          Statutory Compensation (or the total period of the Employee's
          employment by the Bank or any Bank Affiliate, if less).

1.31  Hour of Service
      ---------------

     (a)  "Hour of Service" of an Employee (including a leased Employee pursuant
          to Code Sections 414(n) and (o)) shall mean the following:

          (i)    Each hour for which he is paid or entitled to payment by the
                 Bank or a Bank Affiliate for the performance of services.

          (ii)   Each hour in or attributable to a period of time during which
                 he performs no duties (irrespective of whether he has had a
                 Separation from Service) due to a vacation, holiday, illness,
                 incapacity (including disability), layoff, jury duty, Military
                 Leave or a leave of absence for which he is so paid or so
                 entitled to payment by the Bank or a Bank Affiliate, whether
                 direct or indirect; provided, however, that

               a.   no more than 501 Hours of Service shall be credited under
                    this paragraph to an Employee on account of any such period;
                    and

               b.   no such hours shall be credited to an Employee if
                    attributable to payments made or due under a plan maintained
                    solely for the purpose of complying with applicable workers'
                    compensation, unemployment compensation or disability
                    insurance laws or to a payment which solely reimburses the
                    Employee for medical or medically related expenses incurred
                    by him.

          (iii)  Each hour for which he is entitled to back pay, irrespective of
                 mitigation of damages, whether awarded or agreed to by the Bank
                 or a Bank Affiliate.

     (b)  Hours of Service under subsection (a)(ii) and (a)(iii) shall be
          calculated in accordance with 29 C.F.R. Section 2530.200b-2(b). Each
          Hour of Service shall be attributed to the computation period in which
          it occurs except to the extent that the Bank, in accordance with 29
          C.F.R. Section 2530.200b-2(c), credits such Hour to another
          computation period under a reasonable method consistently applied.



1.32  January 1, 2000 Beginning Balance
      ---------------------------------

                                       11
<PAGE>

      "January 1, 2000 Beginning Balance" of a Participant means the amount
      determined in accordance with Section 4.2(a).

1.33  Joint and Survivor Annuity
      --------------------------

      "Joint and Survivor Annuity" shall mean the qualified joint and survivor
      annuity form of benefit provided in Section 5.10.

1.34  Late Retirement
      ---------------

      Late Retirement" shall mean the retirement of a Participant on his Late
      Retirement Date.

1.35  Late Retirement Benefit
      -----------------------

     "Late Retirement Benefit" shall mean the Benefit to which a Participant is
     entitled under Section 5.7.

1.36  Late Retirement Date
      --------------------

      "Late Retirement Date" of a Participant shall be that date as determined
      under Section 5.6.

1.37  Military Leave
      --------------

      Any Employee who leaves the Bank or a Bank Affiliate directly to perform
      service in the Armed Forces of the United States or in the United States
      Public Health Service under conditions entitling him to reemployment
      rights as provided in the laws of the United States, shall, solely for the
      purposes of the Plan and irrespective of whether he is compensated by the
      Bank or such Bank Affiliate during such period of service, be presumed an
      Employee on Military Leave. An Employee's Military Leave shall expire if
      such Employee voluntarily resigns from the Bank or such Bank Affiliate
      during such period of service, or if he fails to make application for
      reemployment within the period specified by such laws for the preservation
      of his reemployment rights.

1.38  Normal Retirement Age
      ---------------------

      "Normal Retirement Age" shall mean in the case of each Participant or
      Former Participant, the later of the date he attains his sixty-fifth
      (65th) birthday or attains the fifth (5th) anniversary of the date his
      participation in the Plan commenced.

1.39  Normal Retirement Benefit
      -------------------------

      "Normal Retirement Benefit" shall mean the Benefit to which a Participant
      or Former Participant is entitled under Section 5.3 or 5.8, as applicable.

                                       12
<PAGE>

1.40  Normal Retirement Date
      ----------------------

      "Normal Retirement Date" of a Participant or Former Participant shall mean
      the first day of the calendar month coincident with or immediately
      following attainment of Normal Retirement Age.

1.41  Optional Retirement Benefit
      ---------------------------

      "Optional Retirement Benefit" shall mean a Benefit available under Section
      5.11.

1.42  Participant
      -----------

      "Participant" shall mean any person included in the Plan as provided in
      Article 2. A "Participant" may be an "Active Participant" or an "Inactive
      Participant," as determined under Section 2.2. A "Former Participant"
      shall not be a "Participant," unless he becomes an Employee or employed by
      a Bank Affiliate.

1.43  Payday
      ------

      "Payday" of a Participant shall mean the actual day for payment of
      Compensation to such Participant.

1.44  Plan
      ----

      "Plan" shall mean The Quaker City Bank Employees' Retirement Income Plan.

1.45  Plan Representative
      -------------------

      "Plan Representative" shall mean any person or persons designated by the
      Administrator (or its delegate) in accordance with the Rules of the Plan
      to function in accordance with Section 1.53.

1.46  Plan Year
      ---------

      "Plan Year" shall be the calendar year.

1.47  Rules of the Plan
      -----------------

     "Rules of the Plan" shall mean rules adopted by the Administrator (or its
     delegate) pursuant to Section 6.1(a)(ii) for the administration,
     interpretation or application of the Plan.

1.48  Secretary
      ---------

      "Secretary" shall mean the Secretary of the Treasury or his delegate.

                                       13
<PAGE>

1.49  Separation from Service
      -----------------------

     (a)  "Separation from Service" of an Employee shall mean his resignation
          from or discharge by the Bank or a Bank Affiliate, or his death,
          Early, Normal, Late or Disability Retirement, but not his transfer
          among the Bank and Bank Affiliates.

     (b)  A leave of absence or sick leave authorized by the Bank or a Bank
          Affiliate in accordance with the Family and Medical Leave Act of 1993
          or with established policies, a vacation period, a temporary layoff
          for lack of work or a Military Leave shall not constitute a Separation
          from Service; provided, however, that

          (i)   continuation upon a temporary layoff for lack of work for a
                period in excess of three months shall be considered a discharge
                effective as of the end of the third month of such period;

          (ii)  failure to return to work upon expiration of any leave of
                absence, sick leave, Military Leave or vacation or after recall
                from a temporary layoff for lack of work shall be considered a
                resignation on such date as is determined by the employment
                rules and policies of the Bank or Bank Affiliate.

1.50  Social Security Retirement Age
      ------------------------------

      "Social Security Retirement Age" of a Participant or Former Participant
      shall mean the age with respect to such Participant or Former Participant
      determined under Code Section 415(b)(8).

1.51  Service
      -------

      "Service" shall mean the period of an Employee's employment with the Bank
      or any Bank Affiliate.

1.52  Spousal Consent
      ---------------

      "Spousal Consent" to an election, designation or other action of a
      Participant, shall mean the written consent thereto of the Spouse of the
      Participant, witnessed by a Plan Representative or a notary public, which
      acknowledges the effect of such election on the rights of the Spouse. If
      Spousal Consent is given to a Beneficiary designation, such designation
      must state the specific nonspouse Beneficiary and optional form of benefit
      and such designation may not be changed without further Spousal Consent
      unless the prior Spousal Consent expressly permits such changes without
      the necessity of further Consent. Spousal Consent shall be deemed to have
      been obtained if it is established to the satisfaction of the Plan
      Representative that it cannot actually be obtained because there is no
      Spouse, or because the Spouse could not be located, or because of such
      other circumstances as the Secretary by regulation may prescribe. Any
      Spousal Consent shall be effective only with respect to the Spouse in
      question.

                                       14
<PAGE>

1.53  Spouse: Surviving Spouse
      ------------------------

      "Spouse" or "Surviving Spouse" of a Participant or Former Participant
      shall mean the spouse to whom he was married on the earlier of

     (a)  his Annuity Starting Date, or

     (b)  the date of his death;

      provided, however, that, to the extent required by a qualified domestic
      relations order issued in accordance with Code Section 414(p), a former
      spouse shall be treated as a Spouse.

1.54  Statutory Compensation
      ----------------------

      "Statutory Compensation" of a Participant for any Plan Year shall mean his
      total taxable remuneration received from the Bank and all Bank Affiliates
      in that Plan Year for services rendered as an Employee (including those
      items not reported on Form W-2 as determined under Treas. Reg. Section
      1.415-2(d)(1)), including contributions to a plan as defined under Code
      Section 125, 401(k) or 403(b), but exclusive of

     (a)  Bank and Bank Affiliate contributions to a deferred compensation plan
          (to the extent not includable in the gross income of the Participant)
          or to a simplified employee pension plan (to the extent deductible by
          the Participant) and any distribution from a deferred compensation
          plan,

     (b)  amounts realized from the exercise of a non-qualified stock option,
          and

     (c)  amounts realized from the sale, exchange or other disposition of
          acquired under a qualified stock option and

     (d)  other amounts, which receive special tax benefits such as premiums for
          group life insurance and contributions toward the purchase of an
          annuity contract described in Code Section 403(b).

1.55  Survivor Annuity
      ----------------

      "Survivor Annuity" shall mean the qualified preretirement survivor annuity
      form of benefit provided to a Surviving Spouse in Section 5.12(b), or the
      survivor annuity form of benefit provided to a Beneficiary in Section
      5.12(c).

1.56  Trust
      -----

      "Trust" shall mean the trust maintained under the Trust Agreement.

                                       15
<PAGE>

1.57  Trust Agreement
      ---------------

      "Trust Agreement" shall mean that certain Trust Agreement pursuant to The
      Quaker City Bank Employees' Retirement Income Plan, as it may be amended
      from time to time, providing for the investment and administration of the
      Trust Fund. By this reference, the Trust Agreement is incorporated herein.

1.58  Trust Fund
      ----------

      "Trust Fund" shall mean the fund established under the Trust Agreement
      from which any amounts payable under the Plan are to be paid.

1.59  Trustee
      -------

      "Trustee" shall mean the Trustee under the Trust Agreement.

1.60  Vested Retirement Benefit
      -------------------------

      "Vested Retirement Benefit" shall mean the Benefit provided under Section
      5.9 which is nonforfeitable, except as provided therein.

1.61  Wage Base
      ---------

      "Wage Base" for any Plan Year shall mean the contribution and benefit base
      under Section 230 of the Social Security Act in effect on the first day of
      such Plan Year.

1.62  Years of Eligibility Service
      ----------------------------

      A "Year of Eligibility Service" shall mean a period of twelve (12)
      consecutive months commencing on an Employee's date of employment during
      which such Employee has completed one thousand (1,000) Hours of Service.

      If an Employee does not work one thousand (1,000) Hours of Service during
      his initial twelve (12) months of employment with the Bank, but is still
      employed by the Bank, such Employee shall next commence the one thousand
      (1,000) Hours of Service eligibility requirement for participation in the
      Plan during the Plan Year next commencing after the date of his
      employment, or each Plan Year subsequent thereto, until he meets the one
      thousand (1,000) Hours of Service eligibility requirement for
      participation in the Plan.

1.63  Years of Vesting Service
      ------------------------

      "Year of Vesting Service" for purposes of determining a Participant's
      vesting under the Plan means:

     (a)  For Service prior to January 15, 1976, the latest period of continuous
          Service as

                                       16
<PAGE>

          an Employee (as determined in accordance with the provisions of the
          Plan as in effect prior to January 15, 1976) prior to January 15,
          1976, plus

     (b)  For Service after January 15, 1976, each Plan Year in which the
          Employee earns at least one thousand (1,000) Hours of Service, but
          excluding Years of Vesting Service prior to a Break in Service, except
          as provided in Section 1.8.

     (c)  Notwithstanding paragraph (a) above, all pre-1976 Years of Vesting
          Service, if any, shall be counted from a Participant's original date
          of hire and shall be used to determine his Years of Vesting Service.

     If an Employee earns 1,000 Hours of Service during the 12-month period
     commencing on his date of employment, but fails to earn credit for a Year
     of Vesting Service during either the Plan Year in which his employment
     commenced or the next succeeding Plan Year, such Employee shall
     nevertheless be credited with a Year of Vesting Service for vesting
     purposes during the first Plan Year commencing after his date of
     employment.

     To the extent required under Section 414(a) of the Code and Regulations
     issued thereunder, Years of Vesting Service shall include Service for a
     predecessor company.  "Service" shall mean an Employee's period of
     employment with the Bank or a Bank Affiliate.

     A Participant shall not experience a permanent forfeiture of vesting
     service herein unless such Participant experiences five consecutive One-
     Year Breaks in Service.  In that event, all pre-break service shall not be
     counted for determining a Participant's vested interest in post-break
     Benefits.

                                       17
<PAGE>

                            ARTICLE 2 - ELIGIBILITY


2.1  Requirements for Participation
     ------------------------------

     (a)  Participants at December 31, 1999 shall continue to participate in the
          Plan.

     (b)  Except as provided in subsections (c) and (d), any other person who on
          the first day of any calendar month is an Eligible Employee shall
          become a Participant on such day.

     (c)  A Former Participant shall become an Active Participant effective as
          of his first subsequent Hour of Service as an Eligible Employee.

          A Former Participant shall become an Inactive Participant effective as
          of his first subsequent Hour of Service as an employee of a Bank
          Affiliate, or as an Employee in a position or classification which is
          within a bargaining unit or as an Employee who is not an Eligible
          Employee. There shall be no duplication of any previously accrued
          Benefits (whether or not distributed) by reason of a Former
          Participant's readmission to the Plan.

     (d)  A former Employee who was not an Employee on the first day of the
          calendar month on which he first met all other eligibility
          requirements shall become a Participant effective as of his first
          subsequent Hour of Service as an Eligible Employee.

2.2  Active Participant: Inactive Participant
     ----------------------------------------

     (a)  A Participant who is an Eligible Employee is an "Active Participant"
          as of the date specified in Section 2.1.

     (b)  A Participant who is transferred directly to a Bank Affiliate, to a
          position or classification which is within a bargaining unit or to a
          position in which he is not an Eligible Employee shall thereupon
          become an "Inactive Participant." An Inactive Participant shall not
          accrue Contribution Credits with respect to Compensation he receives
          while he is an Inactive Participant, but shall continue to accrue
          Interest Credits and Years of Vesting Service. If an Inactive
          Participant is retransferred to a position or classification as an
          Eligible Employee, he shall thereupon become an Active Participant.

2.3  Forfeitures
     -----------

     (a)  If a Participant has a Separation from Service before his Benefit
          becomes Vested, his Benefit shall immediately be forfeited and applied
          under Section 3.3, and a distribution shall be deemed to have occurred
          concurrently with the forfeiture of his Benefit. Upon such forfeiture,
          such Participant's Cash Balance Account, if any, shall be debited with
          the balance of such Cash Balance Account as of such

                                       18
<PAGE>

          Separation from Service and reduced to zero.

     (b)  If a Former Participant who had a Separation from Service before his
          Benefit became Vested becomes a Participant before his completion of
          five consecutive Break in Service Years, his Benefit shall be restored
          in accordance with Section 5.14.

2.4  Eligibility Upon Reemployment of a Former Participant
     -----------------------------------------------------

     (a)  A Participant, who separates from Service and later resumes employment
          with the Employer with the Employer or an Affiliated Employer before a
          one (1) Year Break in Service occurs, shall recommence participation
          in the Plan as of his Reemployment Date.

     (b)  A Participant who separates from Service and later resumes employment
          with the Employer or an Affiliated Employer following a Break in
          Service shall recommence participation retroactively to his
          Reemployment Date conditional upon once again satisfying the
          eligibility requirements of Section 2.1.

2.5  Termination of Participation
     ----------------------------

     A Participant shall cease to be a Participant:

     (a)  Upon his death;

     (b)  Upon the payment to him of all nonforfeitable Benefits due to him
          under the Plan, whether directly or by the purchase of an annuity
          contract; or

     (c)  Upon his termination of employment without any vested rights.

                                       19
<PAGE>

                        ARTICLE 3 - FUNDING OF BENEFITS

3.1  Source of Contributions
     -----------------------

     The cost of Benefits under the Plan shall be provided by contributions of
     the Bank not less than in such amounts and at such times as the Enrolled
     Actuary shall certify as being necessary to fund Benefits under the Plan in
     accordance with the actuarial assumptions selected by such Enrolled Actuary
     from time to time in accordance with Code Section 412(c)(3) and with the
     funding policies and methods selected from time to time by the Board, as
     permitted by law and with the consent of the Secretary, where such consent
     is required.

3.2  Limitations
     -----------

     The contribution of the Bank to the Trust for any taxable year shall be not
     less than the amount necessary to maintain the qualified status of the
     Plan, to comply with all applicable legal requirements and to avoid any
     accumulated funding deficiency as defined in Code Section 412(a).

3.3  Application of Forfeitures
     --------------------------

     Forfeitures under Section 2.3 shall not be applied to increase the Benefit
     any Participant would otherwise receive under the Plan and shall be applied
     to reduce future contributions of the Bank under Section 3.1.

                                       20
<PAGE>

                       ARTICLE 4 - CASH BALANCE ACCOUNTS

4.1  Cash Balance Account
     --------------------

     (a)  The Administrator shall establish and maintain a Cash Balance Account
          for each Participant who was an Active Participant as of December 31,
          1999. Each such Participant's Cash Balance Account shall be
          established effective as of January 1, 2000, and shall be credited
          with an amount equal to such Participant's January 1, 2000 Beginning
          Balance, as determined in accordance with Section 4.2, effective as of
          January 1, 2000. Commencing as of January 1, 2000, each such
          Participant's Cash Balance Account shall be credited with Contribution
          Credits in accordance with Section 4.3(a), shall be credited with
          Interest Credits in accordance with Section 4.4, and shall be debited
          upon payment or commencement of such Participant's Benefit in
          accordance with Section 4.5. For purposes of this subsection (a), a
          Former Participant who is on Disability Retirement as of December 31,
          1999 shall be considered to be an Active Participant.

     (b)  The Administrator shall establish and maintain a Cash Balance Account
          for each Participant who was not an Active Participant as of December
          31, 1999 and who first becomes an Active Participant on or after
          January 1, 2000. Each such Participant's Cash Balance Account shall be
          established effective as of the first day the Participant first
          becomes an Active Participant on or after January 1, 2000. Commencing
          as of the first day the Participant first becomes an Active
          Participant on or after January 1, 2000, such Participant's Cash
          Balance Account shall be credited with Contribution Credits in
          accordance with Section 4.3(a), shall be credited with Interest
          Credits in accordance with Section 4.4, and shall be debited upon
          payment or commencement of such Participant's Benefit in accordance
          with Section 4.5.

     (c)  The Administrator shall maintain the Cash Balance Account of a
          Participant established under subsection (a) or (b) after such
          Participant becomes a Former Participant. Such Former Participant's
          Cash Balance Account shall be credited with Interest Credits in
          accordance with Section 4.4 and debited upon payment or commencement
          of such Former Participant's Benefit in accordance with Section 4.5.

     (d)  The Administrator shall establish and maintain the Cash Balance
          Accounts as nominal accounts solely for purposes of determining each
          Participant's or Former Participant's Benefit. A Participant's or
          Former Participant's Cash Balance Account shall not be credited with
          the Bank's contributions to the Plan, and shall not be credited with
          the interest, earnings, gains and losses on the assets of the Plan.

                                       21
<PAGE>

4.2  January 1, 2000 Beginning Balance
     ---------------------------------

     (a)  The "January 1, 2000 Beginning Balance" of a Participant who was an
          Active Participant as of December 31, 1999 shall equal the Actuarial
          Equivalent (as determined under Section 1.2), in a single sum amount
          as of January 1, 2000, of such Active Participant's December 31, 1999
          Retirement Benefit, determined under subsection (b).

     (b)  An Active Participant's "December 31, 1999 Retirement Benefit" shall
          mean such Participant's Normal Retirement Benefit (or Late Retirement
          Benefit, if applicable), determined as of December 31, 1999, under the
          terms of the Plan in effect as of December 31, 1999.

4.3  Contribution Credits
     --------------------

     (a)  For each Plan Year during which a Participant is an Active
          Participant, such Participant's Cash Balance Account shall be credited
          with a Contribution Credit in an amount determined under subsection
          (b) of this Section 4.3..

          A Participant's Compensation for a Plan Year that is paid on a Payday
          while such Participant is an Active Participant shall be taken in
          account under this subsection (a).

     (b)  A Participant's Cash Balance Account shall be credited with such
          Participant's Contribution Credit for a Plan Year as of the last day
          of such Plan Year.  The amount credited as of any Plan Year shall
          equal 5% of such Participant's Compensation for that Plan Year.

4.4  Interest Credits
     ----------------

     (a)  Except as otherwise provided in subsection (b), for each calendar
          quarter of a Plan Year, a Participant's or Former Participant's Cash
          Balance Account shall be credited with an Interest Credit in an amount
          equal to:

          (i)  one-fourth of the lesser of

               a.   the Treasury Rate (determined under subsection (c)) for such
                    calendar quarter applicable to such Participant or Former
                    Participant, or

               b.   12%,

               multiplied by

                                       22
<PAGE>

          (ii) the balance in such Participant's or Former Participant's Cash
               Balance Account as of the last day of the immediately preceding
               calendar quarter (including any Contribution Credits credited
               during such quarter, if any), minus any reduction in the Cash
               Balance Account determined under Section 4.5 for the current
               calendar quarter.

          A Participant's or Former Participant's Interest Credit for any
          calendar quarter shall be credited to his Cash Balance Account as of
          the last day of such calendar quarter.

     (b)  Notwithstanding subsection (a), if a Participant's or Former
          Participant's Annuity Starting Date occurs during a calendar quarter
          of a Plan Year, such Participant's or Former Participant's Cash
          Balance Account shall not be credited with an Interest Credit for such
          calendar quarter of such Plan Year.

     (c)  The "Treasury Rate" applicable to a Participant or Former Participant
          shall be the current annual yield on 10-year Treasury Securities
          (Constant Maturities) for the month of November of the preceding Plan
          Year.

4.5  Benefit Distributions
     ---------------------

     (a)  A Participant's Benefit shall be determined in accordance with Article
          5.  Upon the payment or commencement of distribution of a
          Participant's or Former Participant's Benefit in accordance with
          Article 5, such Participant's or Former Participant's Cash Balance
          Account shall be debited with the balance of such Cash Balance Account
          as of the Annuity Starting Date of the Benefit paid or distributed to
          such Participant or Former Participant and reduced to zero.

     (b)  The Benefit of the Surviving Spouse or Beneficiary of a Participant or
          Former Participant shall be determined in accordance with Section
          5.12. Upon the payment or commencement of a Surviving Spouse's or
          Beneficiary's Benefit in accordance with Section 5.12, the
          Participant's or Former Participant's Cash Balance Account shall be
          debited with the balance of such Cash Balance Account as of the
          Annuity Starting Date of the Benefit paid or distributed to such
          Surviving Spouse or Beneficiary and reduced to zero.

4.6  Certain Inactive Participants
     -----------------------------

     The Administrator shall not establish and maintain a Cash Balance Account
     for an Inactive Participant who was an Inactive Participant as of December
     31, 1999. Such Inactive Participant's benefit shall be determined under the
     terms of the Plan in effect as of December 31, 1999, and shall be
     distributable in accordance with the terms of the Plan in effect as of
     December 31, 1999, and without regard to the terms of the Plan in effect on
     or after January 1, 2000.  In the event an Inactive Participant becomes an
     Active Participant in this Plan, the Participant's December 31, 1999
     Retirement Benefit shall

                                       23
<PAGE>

     continue to be determined under the terms of the plan in effect on that
     date and any new Benefits earned after December 31, 1999 under the terms of
     this Plan shall be determined under the terms of this Plan as if the
     Participant first became an Active Participant on or after January 1, 2000.

     The above notwithstanding, the provisions of Sections 5.13 and 5.16 and
     Appendix B shall apply to an Inactive Participant's benefit earned under
     the terms of the Plan in effect on December 31, 1999.

     4.7  Certain Former Participants
          ---------------------------

     The Administrator shall not establish and maintain a Cash Balance Account
     for a Former Participant who was a Former Participant as of December 31,
     1999. Such Former Participant's benefit shall be determined under the terms
     of the Plan in effect on December 31, 1999, and shall be payable in
     accordance with the terms of the Plan in effect on December 31, 1999, and
     without regard to the terms of the Plan in effect on or after January 1,
     2000.  In the event a Former Participant becomes an Active Participant in
     this Plan, the Participant's December 31, 1999 Retirement Benefit shall
     continue to be determined under the terms of the plan in effect on that
     date and any new Benefits earned after December 31, 1999 under the terms of
     this Plan shall be determined under the terms of this Plan as if the
     Participant first became an Active Participant on or after January 1, 2000.

     The above notwithstanding, the provisions of Sections 5.13 and 5.16 of this
     Plan shall apply to a Former Participant's benefit earned under the terms
     of the Plan in effect on December 31, 1999.

                                       24
<PAGE>

                            ARTICLE 5 - RETIREMENT


5.1  Normal Retirement
     -----------------

     A Participant or Former Participant shall retire on his Normal Retirement
     Date, except as provided in Section 5.4 or 5.6.

5.2  Normal Retirement Benefit
     -------------------------

     A Participant or a Former Participant who retires in accordance with
     Section 5.1 shall receive a Normal Retirement Benefit unless

     (a)  a Joint and Survivor Annuity is required under Section 5.10, or

     (b)  he has elected an Optional Retirement Benefit under Section 5.11.

     The Normal Retirement Benefit of a Participant shall consist of a monthly
     payment on the first day of each calendar month commencing upon his Normal
     Retirement Date and ending with the calendar month in which his death
     occurs.

5.3  Determination of Normal Retirement Benefit
     ------------------------------------------

     (a)  Except as otherwise specified in this Plan or as provided in
          subsection (c) or (d), a Participant's or Former Participant's Normal
          Retirement Benefit shall be an amount equal to the Actuarial
          Equivalent (as determined under Section 1.2) of the balance in such
          Participant's or Former Participant's Cash Balance Account as of such
          Participant's or Former Participant's Normal Retirement Date.

     (b)  For purposes of this subsection (a), if a Participant has a Separation
          from Service prior to his Normal Retirement Date, such Participant's
          Cash Balance Account shall be credited with Interest Credits in
          accordance with Section 4.4.

     (c)  The Normal Retirement Benefit for a Participant who was an Active
          Participant on December 31, 1999 and continued to be an Active
          Participant on January 1, 2000, shall not be less than such
          Participant's Normal Retirement Benefit, determined as of December 31,
          1999, under the terms of the Plan as in effect on December 31, 1999
          assuming that the Plan would have continued in effect unchanged,
          except as otherwise required by law or to maintain the Plan's tax
          qualified status.and as modified by Appendix A.

     (d)  The Normal Retirement Benefit accrued as of December 31, 1999, for a
          Participant who separated from service or became an Inactive
          Participant prior to January 1, 2000 and was not an Active Participant
          on December 31, 1999, shall continue to be determined under the terms
          of the Plan as in effect on December

                                       25
<PAGE>

          31, 1999.  If such Participant becomes an Active Participant after
          December 31, 1999, any benefits earned after December 31, 1999 will be
          determined under the terms of the Plan as in effect after December 31,
          1999.

          The above notwithstanding, the provisions of Sections 5.13 and 5.16 of
          this Plan shall apply to a Former Participant's benefit earned under
          the terms of the Plan in effect on December 31, 1999.

5.4  Early Retirement
     ----------------

     (a)  A Participant who voluntarily retires on his Early Retirement Date may
          elect to receive his Early Retirement Benefit upon prior written
          notice to the Bank.

     (b)  A Former Participant with a Vested Retirement Benefit may at any time
          on or after attainment of his Early Retirement Date and upon prior
          written notice to the Bank elect Early Retirement in accordance with
          this Section.

5.5  Early Retirement Benefit
     ------------------------

     (a)  A Participant or Former Participant who retires on his Early
          Retirement Date under Section 5.4(a), or who elects Early Retirement
          under Section 5.4(b), shall receive an Early Retirement Benefit. His
          Early Retirement Benefit shall consist of a monthly payment on the
          first day of each calendar month commencing on his Early Retirement
          Date and ending with the calendar month in which his death occurs
          unless

          (i)  a Joint and Survivor Annuity is required under Section 5.10, or

          (ii) he has elected an Optional Retirement Benefit under Section 5.11.

     (b)  Except as otherwise provided herein, the amount of each monthly
          payment shall be the Actuarial Equivalent (as determined under Section
          1.2) of the balance in such Participant's Cash Balance Account as of
          such Participant's Early Retirement Date.

          A Participant's Early Retirement Benefit will not be less than the
          Participant's Early Retirement Benefit determined as of December 31,
          1999 under the terms of the Plan as in effect on December 31, 1999
          assuming that the Plan would have continued in effect unchanged,
          except as otherwise required by law or to maintain the Plan's tax
          qualified status.. If the Participant was an Active Participant on
          December 31, 1999 and continued to be an Active Participant on January
          1, 2000, such Participant's Early Retirement Benefit accrued as of
          December 31, 1999 will be modified by Appendix A.

          For purposes of this subsection (b), if a Participant has a Separation
          from Service

                                       26
<PAGE>

          prior to his Early Retirement Date, such Participant's Cash Balance
          Account shall be credited with Interest Credits in accordance with
          Section 4.4.

5.6  Late Retirement
     ---------------

     Notwithstanding the provisions of Section 5.1, a Participant who does not
     retire on or before his Normal Retirement Date shall continue as a
     Participant until his Late Retirement Date. A Participant's Late Retirement
     Date shall be the first day of the calendar month coincident with or next
     following such Participant's termination as an Active Participant.

5.7  Late Retirement Benefit
     -----------------------

     (a)  Except as provided in Section 5.18, upon his Late Retirement under
          Section 5.6, such Participant shall receive a Late Retirement Benefit
          which shall consist of a monthly payment on the first day of each
          calendar month commencing on his Late Retirement Date and ending with
          the calendar month in which his death occurs unless

          (i)  a Joint and Survivor Annuity is required under Section 5.10, or
          (ii) he has elected an Optional Retirement Benefit under Section 5.11.

     (b)  Except as provided in subsection (c), the Late Retirement Benefit of a
          Participant shall be payable in the monthly amount determined under
          Section 5.3 determined on the basis of the balance in such
          Participant's Cash Balance Account as of his Late Retirement Date.

     (c)  A Participant's Late Retirement Benefit shall not be less than such
          Participant's Late Retirement Benefit, determined as of December 31,
          1999, under the terms of the Plan in effect as of December 31, 1999
          assuming that the Plan would have continued in effect unchanged,
          except as otherwise required by law or to maintain the Plan's tax
          qualified status.provided, however, that if such Participant commenced
          payment or distribution of his Benefit prior to his Late Retirement
          Date, the amount determined under this subsection (c) shall be reduced
          by the Actuarial Equivalent (as determined under Section 1.2) of the
          Benefit distributed, determined as of such Late Retirement Date. If
          the Participant was an Active Participant on December 31, 1999 and
          continued to be an Active Participant on January 1, 2000, such
          Participant's Late Retirement Benefit determined as of December 31,
          1999 will be modified by Appendix A.

5.8  Disability Retirement
     ---------------------

     If a Participant commenced a Disability Retirement, he shall nevertheless
     remain a Participant and continue to accrue Service in accordance with
     Section 1.51 and to accrue Contribution Credits and Interest Credits in
     accordance with Article 4 for each Plan Year

                                       27
<PAGE>

     during his Disability Retirement. For purposes of determining such
     Participant's Contribution Credits under Article 4 during his Disability
     Retirement, such Participant shall be assumed to continue to accrue Service
     during his Disability Retirement as if he had continued in employment with
     the Bank or a Bank Affiliate in the position such Participant held
     immediately before his Disability Retirement, and shall be assumed to have
     received Compensation during each Plan Year (or portion thereof) during his
     Disability Retirement at an annual rate equal to the Participant's
     Compensation for the Plan Year in which his Disability Retirement
     commenced, multiplied by a factor, the numerator of which is 12 and the
     denominator of which is the number of months in such Plan Year in which the
     Participant received Compensation (or, if greater, the Participant's
     Compensation for the Plan Year immediately preceding the Plan Year in which
     his Disability Retirement commenced).

                                       28
<PAGE>

5.9  Vested Retirement Benefit
     -------------------------

     (a)  Each Participant who incurs a Separation from Service after he
          completes five Years of Vesting Service or reaches his Normal
          Retirement Date shall be entitled to a Vested Retirement Benefit.

     (b)  The Vested Retirement Benefit of a Participant or Former Participant
          shall consist of a monthly payment on the first day of each calendar
          month commencing on his Normal Retirement Date and ending with the
          calendar month in which his death occurs unless:

          (i)    a Joint and Survivor Annuity is required under Section 5.10,

          (ii)   he has elected an Optional and/or Early Retirement Benefit
                 under Section 5.11 or 5.4, or

          (iii)  he has elected a Benefit in the form of a life annuity or a
                 Joint and Survivor Annuity under subsection (e),

          in which case payments shall continue as provided under the applicable
          Section of the Plan.

     (c)  The amount of each such monthly payment of a Participant's or Former
          Participant's Vested Retirement Benefit shall be the amount of his
          Normal Retirement Benefit.

     (d)  The Vested Retirement Benefit of a Participant who dies prior to his
          Early, Normal, Late Retirement (and prior to receiving a lump sum
          distribution under Section 5.11(a)(iv) or an immediate annuity
          distribution under subsection (e)), or of a Former Participant who
          dies prior to his Annuity Starting Date (whichever is applicable)
          shall be forfeited as provided in Section 2.3, but a Survivor Annuity
          shall be payable under Section 5.12 with regard to such a Participant
          or Former Participant.

     (e)  Notwithstanding anything in this Section to the contrary, a
          Participant or a Former Participant entitled to a Vested Retirement
          Benefit who is eligible to elect a lump sum distribution under Section
          5.11(a)(iv) may elect to receive the Actuarial Equivalent (as
          determined under Section 1.2) of the balance in such Participant's or
          Former Participant's Cash Balance Account.  Such distribution may be
          in the form of a monthly payment on the first day of each calendar
          month commencing on or after the date on which such lump sum
          distribution is otherwise payable and ending on the calendar month in
          which his death occurs.  This form of payment shall occur unless a
          Joint and Survivor Annuity commencing on the date on or after the date
          on which such lump sum distribution is otherwise payable is required
          under Section 5.10. A Participant's or Former Participant's Benefit

                                       29
<PAGE>

          payable in the form of a life annuity or a Joint and Survivor Annuity
          under this subsection (e) shall not be less than such Participant's or
          Former Participant's Vested Retirement Benefit, determined as of
          December 31, 1999 and that would have been distributable in the form
          of a life annuity or Joint and Survivor Annuity, whichever is
          applicable, commencing as of the Annuity Starting Date of the Benefit
          distributed under this subsection (e), determined under the Plan as in
          effect as of December 31, 1999. A Participant's or Former
          Participant's Benefit payable under this subsection (e) may be
          modified as provided in Appendix A.

5.10  Joint and Survivor Annuity
      --------------------------

     (a)  Notwithstanding anything in the Plan to the contrary, the Benefit, if
          any, of a married Participant or of a married Former Participant not
          referred to in subsection (1), commencing on his Early, Normal or Late
          Retirement Date (or, in the case of a Participant or Former
          Participant eligible to elect a lump sum distribution under Section
          5.11(a)(iv), commencing on the Annuity Starting Date of such
          distribution) shall be a Joint and Survivor Annuity, as described in
          subsection (b), if

          (i)    he was legally married to his Spouse on his Annuity Starting
                 Date,

          (ii)   he notified the Administrator (or its delegate) in writing
                 prior to his Annuity Starting Date that he was married,

          (iii)  the then balance in such Participant's Cash Balance Account is
                 more than $5,000, and

          (iv)   he has not otherwise elected under subsection (f).

     (b)  The Joint and Survivor Annuity of a Participant or Former Participant
          shall be a Benefit, reduced as provided in subsection (c), consisting
          of monthly payments to him beginning on his Annuity Starting Date and
          ending with the calendar month in which his death occurs, with the
          provision that if he dies after his Annuity Starting Date, his
          Surviving Spouse, if any, shall receive monthly payments of 50% of
          such reduced Benefit, beginning on the first day of the calendar month
          next following his death and ending with the calendar month in which
          such Spouse dies.

     (c)  The reduced Benefit payable under this Section to a Participant or
          Former Participant during his lifetime shall be at a monthly rate such
          that his Joint and Survivor Annuity is the Actuarial Equivalent (as
          determined under Section 1.2) of his Vested, Early, Normal or Late
          Retirement Benefit.

     (d)  Not more than 90 days before (and not less than 30 days before) the
          Annuity Starting Date, each Participant or Former Participant
          (including a Former

                                       30
<PAGE>

          Participant referred to in subsection (k) who may be affected by this
          Section shall be furnished, by mail or personal delivery (and
          consistent with such regulations as the Secretary may prescribe), with

          (i)  a written explanation of the terms and conditions of the Joint
               and Survivor Annuity, including

               a.   the right of the Participant or Former Participant to make,
                    and the effect of, an election under subsection (f) to waive
                    the Joint and Survivor Annuity,

               b.   the relative financial effect on his Benefit of an election
                    under subsection (f),

               c.   the right of the Participant's or Former Participant's
                    Spouse under subsection (g),

               d.   the right of the Participant or Former Participant under
                    subsection (h) to revoke an election made under subsection
                    (f) and the effect thereof, and

          (ii) a statement that the Administrator (or its delegate) will furnish
               the Participant or Former Participant, upon his first written
               request made within 60 days after the mailing or personal
               delivery to him of the notice required under this subsection, a
               detailed statement as to the financial effect upon his Benefit of
               making an election under subsection (f).

     (e)  The items furnished under subsection (d) shall be written in non-
          technical language, with the financial effects referred to being given
          in terms of dollars per monthly Benefit payment. Such information
          shall be delivered personally to the Participant or Former Participant
          or mailed to him (first class mail, postage prepaid) within 30 days
          after receipt by the Administrator (or its delegate) of such written
          request.

     (f)  A Participant or Former Participant referred to in subsection (a) may
          elect, in writing, at any time during his Election Period, not to
          receive a Joint and Survivor Annuity (in which case, he shall receive
          his Normal Retirement Benefit, Optional Retirement Benefit or other
          Benefit as provided in the Plan). Notwithstanding the requirement
          under subsection (d) that the written explanation described in
          paragraph (d)(i) be provided not less than 30 days before the Annuity
          Starting Date, a Participant or a Former Participant, after having
          received the written explanation of the Joint and Survivor Annuity
          described in paragraph (d)(i), may make an election under this
          subsection, with Spousal Consent thereto, less than 30 days after the
          written explanation was provided to the Participant or Former
          Participant, provided, that

                                       31
<PAGE>

          (i)    the Administrator shall provide information to the Participant
                 or Former Participant clearly indicating that the Participant
                 or Former Participant has the right during the Election Period
                 to consider whether to waive the Joint and Survivor Annuity and
                 consent to a distribution other than the Joint and Survivor
                 Annuity and that such period shall be at least 30 days in
                 duration,

          (ii)   the Participant or the Former Participant shall be permitted to
                 revoke the distribution election under this subsection at least
                 until the Annuity Starting Date or, if later, at any time prior
                 to the expiration of the seven-day period that begins the day
                 after the written explanation of the Joint and Survivor Annuity
                 is provided to the Participant or Former Participant,

          (iii)  the Annuity Starting Date is after the date that the written
                 explanation of the Joint and Survivor Annuity is provided to
                 the Participant or Former Participant, and

          (iv)   the distribution in accordance with the election under this
                 subsection does not commence before the expiration of the
                 seven-day period that begins the day after the explanation of
                 the Joint and Survivor Annuity is provided to the Participant
                 or Former Participant.

     (g)  An election under subsection (f) by a Participant or Former
          Participant who had an Hour of Service after August 22, 1984 shall not
          take effect unless Spousal Consent thereto has been obtained.

     (h)  During his Election Period, a Participant or Former Participant who
          properly elected under subsection (f) not to receive a Joint and
          Survivor Annuity may revoke such election and after any such
          revocation, may make another election under subsection (f).

     (i)  Elections, consents and revocations under subsections (f), (g) and
          (h), respectively, shall be made in writing on forms provided by the
          Administrator (or its delegate) and in accordance with the Rules of
          the Plan.

     (j)  The Administrator (or its delegate) shall, if necessary, delay
          commencement of a Participant's or Former Participant's Benefit until
          the close of the Election Period referred to in subsection (f), but,
          in the case of an annuity distribution, shall make payments
          retroactive to his Annuity Starting Date.

     (k)  Acting under the Rules of the Plan, a Former Participant who meets the
          requirements of the subsection (1) may elect to have Code Section
          401(a)(11) and provisions of the Plan, as constituted in each case on
          August 22, 1984, apply to him.

                                       32
<PAGE>

     (1)  A Former Participant, as referred to in subsection (k), is one

          (i)    whose last Hour of Service occurred on or after September 2,
                 1974,

          (ii)   to whom Code Section 401(a)(11), as constituted on August 22,
                 1984, would not apply but for the provisions of subsection (k),

          (iii)  to whom Code Sections 401(a)(11) and 417, as constituted after
                 August 22, 1984, do not apply,

          (iv)   who was alive on August 23, 1984, and

          (v)    whose Annuity Starting Date had not occurred on August 23,
                 1984.

5.11  Optional Retirement Benefit
      ---------------------------

     (a)  In lieu of his Vested, Early, Normal or Late Retirement Benefit, a
          Participant may elect, with Spousal Consent, to receive an Optional
          Retirement Benefit. A Participant must make such an election in
          writing in accordance with the Rules of the Plan and deliver it to the
          Administrator (or its delegate) within the timeframe specified by the
          Administrator but in any event prior to his Early, Normal or Late
          Retirement Date (or, in the case of a lump sum distribution under
          paragraph (iv), the Annuity Starting Date of such distribution), as
          the case may be.  Subject to Section 5.16, the Optional Retirement
          Benefit of a Participant shall be one of

          (i)    a monthly Benefit, reduced as provided in subsection (b),
                 payable during each month of the period of his Early, Normal or
                 Late Retirement with the provision that if he dies, his Benefit
                 will end in the calendar month in which his death occurs.

          (ii)   a monthly Benefit, reduced as provided in subsection (b),
                 payable during each month of the period of his Early, Normal or
                 Late Retirement with the provision that if he dies after his
                 Annuity Starting Date, and if his properly designated
                 Contingent Annuitant survives him, such Contingent Annuitant
                 shall receive a monthly payment beginning on the first day of
                 the calendar month next following the Participant's death and
                 ending with the calendar month in which the Contingent
                 Annuitant's death occurs, in the same amount (or in 50% or 66-
                 2/3%) of that amount as the Participant may elect); provided,
                 however, that his election shall not take effect if the
                 Contingent Annuitant does not survive until the Participant's
                 Annuity Starting Date,

          (iii)  a monthly Benefit, reduced as provided in subsection (b),
                 payable during each month of the period of his Early, Normal or
                 Late Retirement with the provision that if he dies after his
                 Annuity Starting Date and before

                                       33
<PAGE>

               receiving 60, 120, 180, 240 payments, as the Participant may
               elect, his Beneficiaries as designated for this purpose under
               Section 5.17 will receive the remainder of such monthly payments;
               provided, however, that this election shall not take effect if
               the Participant's Beneficiary does not survive until the
               Participant's Annuity Starting Date,

          (iv) a lump sum payment, payable after his Separation from Service on
               the Annuity Starting Date elected by such Participant or Former
               Participant in writing in accordance with Code Section 417(e) and
               the Rules of the Plan; provided, that such Annuity Starting Date
               shall be on the first day of any calendar month following the
               date his Separation from Service occurs if his Separation from
               Service is on account of his Early, Normal, Late or Disability
               Retirement; and, provided, further, that such Annuity Starting
               Date shall be on the first day of the third calendar month next
               following the calendar quarter in which his Separation from
               Service occurs (or on the first day of any subsequent calendar
               month) if his Separation from Service occurs prior to his Early,
               Normal, Late or Disability Retirement.

     (b)  A Participant's Optional Retirement Benefit (other than a lump sum
          distribution under paragraph (a)(iv)) shall be the Actuarial
          Equivalent (as determined under Section 1.2, as applicable) of his
          Vested, Early, Normal or Late Retirement Benefit, said Actuarial
          Equivalent being computed as of his Early, Normal or Late Retirement
          Date, whichever is applicable. A Participant's Optional Retirement
          Benefit paid in the form of a lump sum distribution under paragraph
          (a)(iv) shall be the amount of the balance in such Participant's Cash
          Balance Account as of the Annuity Starting Date of such distribution;
          provided, however, that a Participant's lump sum distribution under
          paragraph (a)(iv) shall not be less than the Actuarial Equivalent (as
          determined under Section 1.2) of his Normal or Late Retirement
          Benefit, whichever is applicable, determined as of December 31, 1999,
          under the terms of the Plan in effect as of December 31, 1999, said
          Actuarial Equivalent being computed as of the Annuity Starting Date of
          such distribution. If the Participant was an Active Participant on
          December 31, 1999 and continued to be an Active Participant on January
          1, 2000, the Participant's Normal or Late Retirement Benefit
          determined as of December 31, 1999 will be modified by Appendix A.

     (c)  Notwithstanding any other provision of this Section, no Optional
          Retirement Benefit shall be provided under which any Beneficiary or
          Contingent Annuitant (other than the Participant's or Former
          Participant's spouse or incompetent child) can receive a Benefit
          having an Actuarial Equivalent (as determined under Section 1.2) on
          the date such Benefits commence greater than the then present
          Actuarial Equivalent of the Participant's Benefit under said election.

     (d)  Notwithstanding subsection (a) and Section 5.10(g), if a Participant
          or Former Participant elects to receive any one of the Optional
          Retirement Benefits specified

                                       34
<PAGE>

          in paragraph (a)(ii) and his Contingent Annuitant is his Spouse,
          Spousal Consent shall not be required.

     (e)  Notwithstanding subsection (b), a Participant's Optional Retirement
          Benefit under paragraph (a)(i) or (ii) shall not be less than the
          Actuarial Equivalent (as determined under the Plan as in effect as of
          December 31, 1999) of such Participant's Normal or Late Retirement
          Benefit, whichever is applicable, determined as of December 31, 1999,
          under the terms of the Plan in effect as of December 31, 1999, said
          Actuarial Equivalent being computed as of his Early, Normal or Late
          Retirement Date, whichever is applicable.

5.12  Preretirement Survivor Annuity
      ------------------------------

     (a)  If a Participant or Former Participant dies after becoming entitled to
          a Vested Retirement Benefit, but before his Annuity Starting Date, his
          Surviving Spouse or, if there is no Surviving Spouse or the Surviving
          Spouse waives the Survivor Annuity, his Beneficiary, shall receive a
          Survivor Annuity as provided in subsections (b) and (c).

     (b)  The Surviving Annuity payable to a Surviving Spouse shall be a Benefit
          to the Surviving Spouse consisting of a monthly payment commencing on
          the first day of the calendar month following the later of

          (i)  the month in which the Participant or Former Participant dies,

          (ii) such date as the Surviving Spouse shall elect under the Rules of
               the Plan,

          and ending on the first day of the calendar month in which the
          Surviving Spouse dies. The Benefit payable under such Survivor Annuity
          shall be an amount equal to the Actuarial Equivalent (as determined
          under Section 1.2 of the balance in such Participant's or Former
          Participant's Cash Balance Account as of the date of commencement of
          the Survivor Annuity. Such Surviving Annuity shall commence not later
          than the first day of the calendar month coincident with or
          immediately following the date on which such Participant or Former
          Participant would have attained age 65.

     (c)  The Survivor Annuity payable to a Beneficiary shall be a Benefit to
          the Beneficiary consisting of a monthly payment commencing on the
          first day of the calendar month following the later of

          (i)  the month in which the Participant or Former Participant dies, or

          (ii) such date as the Beneficiary shall elect under the Rules of the
               Plan that is no later than the last day of the calendar year in
               which the first anniversary of the Participant's or Former
               Participant's death occurs,

                                       35
<PAGE>

          and ending on the first day of the calendar month in which the
          Beneficiary dies. The Benefit payable under such Survivor Annuity
          shall be an amount equal to the Actuarial Equivalent (as determined
          under Section 1.2 of the balance of such Participant's or Former
          Participant's Cash Balance Account as of the date of commencement of
          the Survivor Annuity.

     (d)  For purposes of this Section, a Participant's or Former Participant's
          Cash Balance Account shall be credited with Interest Credits on the
          last day of each calendar quarter ending after such Participant's or
          Former Participant's death and before the commencement of such
          Survivor Annuity.

     (e)  If the balance in the Cash Balance Account of such Participant or
          Former Participant as of the date of distribution does not exceed
          $5,000, or if Spousal Consent is obtained (in the case of the Survivor
          Annuity described in subsection (b)) or the consent of the Beneficiary
          is obtained (in the case of the Survivor Annuity described in
          subsection (c)), said balance shall be promptly distributed to the
          Surviving Spouse or the Beneficiary in cash in a lump sum in lieu of
          the Survivor Annuity. In the case of the Survivor Annuity described in
          subsection (b), the Surviving Spouse shall elect such lump sum
          distribution not later than 60 days prior to the first day of the
          calendar month coincident with or immediately following the date the
          Participant or Former Participant would have attained age 65. In the
          case of the Survivor Annuity described in subsection (c), the
          Beneficiary shall elect such lump sum distributions not later than 60
          days prior to the last day of the calendar year in which the first
          anniversary of the Participant's or Former Participant's death occurs.

5.13 Election
     --------

     Any Participant (including a former Participant with a vested interest) may
     make a Qualified Election to have the Benefit payable to him paid in an
     optional form described in Section 5.11 hereof, provided that a married
     Participant, pursuant to Code Section 401(a)(11), shall receive his or her
     benefit in the form stated in Section 5.10 unless the Participant with the
     consent of his or her Eligible Spouse elects not to receive a distribution
     in accordance with such method.

(a)  In the case of a Joint and Survivor Annuity, the Committee shall, no less
     than thirty (30) days and no more than ninety (90) days prior to the
     Annuity Starting Date, provide each Participant a written explanation of:

     (i)   The terms and conditions of the Joint and Survivor Annuity;

    (ii)   The Participant's right to make, and the effect of, an election to
           waive the Joint and Survivor Annuity form of Benefit;

                                       36
<PAGE>

    (iii) The rights of a Participant's Eligible Spouse; and

    (iv)  The right to make, and the effect of , a revocation of a previous
          election to waive the Joint and Survivor Annuity.

(b)  Each Participant who has an Eligible Spouse shall be covered for a
     Preretirement Survivor Annuity described in Section 5.12 unless the
     Surviving Spouse waives the Survivor Annuity.  The Committee shall provide
     each Participant within the applicable period, written explanation of the
     Preretirement Survivor Annuity in such terms and in such manner as would be
     comparable to the explanation provided for meeting the requirements of
     paragraph (a) applicable to a Joint and Survivor Annuity.  The applicable
     period for a Participant is whichever of the following periods ends last:

     (i)  The period beginning with the first day of the Plan Year in which the
          Participant attains age thirty-two (32), and ending with the close of
          the Plan Year preceding the Plan Year in which the Participant attains
          age thirty-five (35);

    (ii)  A reasonable period ending after the individual becomes a Participant;

   (iii)  A reasonable period ending after paragraph (c) below ceases to apply
          to the Participant;

    (iv)  A reasonable period ending after this Section 5.13 first applies to
          the Participant. Notwithstanding the foregoing, notice must be
          provided within a reasonable period, ending after Separation from
          Service in the case of a Participant who separates from Service before
          attaining age thirty-five (35).

     For purposes of applying the preceding paragraph, a reasonable period
     ending after the enumerated events described in (ii), (iii), and (iv) is
     the end of the two (2)-year period beginning one (1) year prior to the date
     the applicable event occurs, and ending (1) year after that date. In the
     case of a Participant who separates from Service before the Plan Year in
     which age thirty-five (35) is attained, notice shall be provided within the
     two (2)-year period beginning one (1) year prior to separation and ending
     one (1) year after separation. If such a Participant thereafter returns to
     employment with the Employer, the applicable period for such Participant
     shall be redetermined.

(c)  For the purposes of this Section 5.13:

     (i)  "Pre-age thirty-five (35) waivers" shall mean, in the case of a
          Participant who will not yet attain age thirty-five (35) as of the end
          of any current Plan Year, a special Qualified Election to waive the
          preretirement

                                       37
<PAGE>

               Survivor Annuity for the period beginning on the date of such
               election, and ending on the first day of the Plan Year in which
               the Participant will attain age thirty-five (35). Such election
               shall not be valid unless the Participant receives a written
               explanation of the preretirement Survivor Annuity in such terms
               as are comparable to the explanation required under paragraph
               (a). Preretirement Survivor Annuity coverage will be
               automatically reinstated as of the first day of the Plan Year in
               which the Participant attains age thirty-five (35). Any new
               waiver on or after such date shall be subject to the full
               requirements of this Section.

          (ii) "Qualified Election" shall mean a waiver of a Joint and Survivor
               Annuity or a preretirement Survivor Annuity. Any waiver of a
               Joint and Survivor Annuity or a preretirement Survivor Annuity
               shall not be effective unless:

               a.   The Participant's Eligible 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
                    Eligible Spouse expressly permits designations by the
                    Participant without any further spousal consent);

               c.   The Eligible Spouse's consent acknowledges effect of the
                    election; and

               d.   The Eligible Spouse's consent is witnessed by a Plan
                    representative or notary public. Additionally, a
                    Participant's waiver of the Joint and Survivor Annuity shall
                    not be effective unless the election designates a form of
                    Benefit payment which may not be changed without spousal
                    consent (or the Eligible Spouse expressly permits
                    designations by the Participant without any further spousal
                    consent).

               If it is established to the satisfaction of a Plan representative
               that there is no Eligible Spouse or that the Eligible Spouse
               cannot be located, a waiver will be deemed a qualified election.

5.14  Reemployment of Former Participants
      -----------------------------------

     (a)  Except in the case of a Former Participant described in subsection
          (b),

          (i)  If a Former Participant who had a Separation from Service before
               his Benefit became Vested under Section 5.9, subsequently becomes
               a Participant before his completion of five consecutive Break in
               Service

                                       38
<PAGE>

               Years, his Benefit shall be immediately restored. Upon such
               restoration, such Participant's Cash Balance Account shall be
               credited with the amount previously debited from such Cash
               Balance Account under Section 2.3(a), and the Interest Credits
               that would have been credited to such Account from the date of
               such Participant's Separation from Service to the date of
               restoration, determined assuming that the amount previously
               debited under Section 2.3(a) had not been so debited.

          (ii) If a Former Participant who had a Separation from Service after
               his Benefit became Vested under Section 5.9, and who commenced
               the distribution of his Benefit in an annuity in accordance with
               Section 5.10 or 5.1l(a)(i), (ii) or (iii), subsequently becomes a
               Participant, his Benefit shall continue to be distributed in the
               form of such annuity. Such Participant shall accrue a new Benefit
               in addition to such prior Benefit in accordance with Articles 4
               and 5 as if he were a new Employee.  His prior Benefit shall be
               determined  as if he had not been reemployed, i.e., without
               regard to the amount previously debited from his Cash Balance
               Account under Section 4.5(a) and the Interest Credits that would
               have been credited to such Cash Balance Account from the Annuity
               Starting Date to the date on which such Former Participant became
               a Participant. Such additional Benefit shall be paid or
               distributed in accordance with Article 5.

     (b)  In the case of a Former Participant who was a Former Participant on
          December 31, 1999, and who becomes a Participant on or after January
          1, 2000,

          (i)  If the Former Participant had a Separation from Service before
               his Benefit became Vested, and subsequently becomes a Participant
               before his completion of five consecutive Break in Service Years,
               his Benefit shall be immediately restored. If such Participant is
               an Active Participant, upon such restoration, such Participant's
               Cash Balance Account shall be credited with an amount equal to
               the Actuarial Equivalent (as determined under Section 1.2) of his
               Normal Retirement Benefit, determined as of the date of
               restoration. If such Participant is an Inactive Participant, such
               Participant's Benefit shall be determined in accordance with
               Section 4.7.

          (ii)  If the Former Participant had a Separation from Service after
               his Benefit became Vested and, prior to commencement of
               distribution of his Benefit, subsequently becomes an Active
               Participant, such Participant's Cash Balance Account shall be
               credited with an amount equal to the Actuarial Equivalent (as
               determined under Section 1.2) of his Normal Retirement Benefit,
               determined as of the date such Former Participant becomes an
               Active Participant. If the Former Participant had a Separation
               from Service after his Benefit became Vested, and prior to
               commencement of distribution of his Benefit, subsequently becomes
               an Inactive Participant, such Participant's Benefit shall be
               determined in accordance with Section 4.7.

                                       39
<PAGE>

         (iii) If the Former Participant had a Separation from Service after
               his Benefit became Vested, commenced the distribution of his
               Benefit in an annuity form, and subsequently becomes a
               Participant, his Benefit shall continue to be distributed in the
               form of such annuity in accordance with the terms of the Plan in
               effect as of December 31, 1999. Such Participant shall accrue a
               Benefit in addition to such Benefit in accordance with Articles 4
               and 5. Such additional Benefit shall be paid or distributed in
               accordance with Article 5.

     (c)  If a Former Participant who was a Former Participant on December 31,
          1999, and who becomes an Active Participant on or after January 1,
          2000, has a Separation from Service after becoming an Active
          Participant on or after January 1, 2000 and subsequently again becomes
          a Participant, subsection (a) shall apply to such Participant and
          subsection (b) shall not apply.

5.15  Limitation on Benefits
      ----------------------

     (a)  Subject to the adjustments hereinafter set forth, the maximum annual
          Benefit payable to a Participant or Former Participant under this Plan
          shall not exceed an amount which is the Actuarial Equivalent (as
          determined under Section 1.2) of a straight life annuity (except that
          portion of the survivor benefit payable to a Spouse provided under
          Section 5.10 or 5.11(a)(i) or the survivor benefit payable under
          Section 5.12 shall not be taken into account) in an annual amount of
          the least of

          (i)  $90,000, adjusted, in the case of benefit payments beginning
               prior or subsequent to the applicable Social Security Retirement
               Age, in the manner prescribed by Code Section 415(b)(2)(C) and
               (D), (or beginning January 1, 1988, such other amount which is in
               effect on the last day of the calendar year as is prescribed in
               regulations promulgated by the Secretary under Code Section
               415(d)),

          (ii) the Participant's or Former Participant's average annual
               Statutory Compensation for the three consecutive calendar years
               during which he was a Participant and had his greatest aggregate
               Statutory Compensation from the Bank (or, in the case of a
               Participant who has had a Separation from Service, such other
               amount as is to be taken into account under Code Section
               415(b)(1)(B) as is prescribed in regulations promulgated by the
               Secretary under Code Section 415(b)), or

         (iii) the maximum allowed under Code Section 415 (utilizing the
               adjustments to the "defined contribution fraction" allowed by
               Section 1106(i)(4) of the Tax Reform Act of 1986 and Code Section
               415(e)).  Beginning January 1, 2000, this section is hereby
               repealed and no longer applicable.

                                       40
<PAGE>

     (b)  Notwithstanding subsection (a), the Benefit of a person who is a
          Participant or a Former Participant as of the calendar year which
          begins in 1987 shall not be less than the Actuarial Equivalent of his
          annual Benefit determined as of the last day of the calendar year
          which began in 1986 under the Plan as in effect on May 5, 1986 to the
          extent that such maximum permissible benefit did not exceed the
          maximum benefit permitted under Code Section 415, as then in effect.

     (c)  If the annual Benefit of a Participant under this Plan and all other
          defined benefit plans of the Bank is not in excess of $10,000 for the
          calendar year in question or any prior calendar year, and the Bank has
          not at any time maintained a defined contribution plan in which such
          Participant participated, the provisions of paragraphs (a)(i) and
          (a)(ii) shall not apply.

     (d)  (i)  For any Participant with less than ten years of participation in
               the Plan, within

               the meaning of Code Section 415(b)(5)(A), the limitation referred
               to in paragraph (a)(i) shall be multiplied by a fraction, the
               numerator of which is the number of years (or a portion thereof)
               of participation, and the denominator of which is ten.

          (ii) For any Participant with less than ten years of service, within
               the meaning of Code Section 415(b)(5)(B), the limitations
               referred to in paragraph (a)(ii) and subsection (c) shall be
               multiplied by a fraction, the numerator of which is the number of
               years (or portion thereof) of service, and the denominator of
               which is ten.

         (iii) Notwithstanding paragraphs (i) and (ii), the limitations
               referred to in paragraphs (a)(i) and (a)(ii) and subsection (c)
               shall not be reduced to less than one tenth of the amount of such
               limitation, determined without regard to this subsection.

     (e)  The Administrator (or its delegate) may elect to compute the
          denominator of a Participant's defined contribution plan fraction for
          all calendar years ending before January 1, 1983 by multiplying such
          denominator for the calendar year ending in 1982 by the "transition
          fraction." The transition fraction shall have a numerator, which is
          the lesser of $51,875, or 1.4 multiplied by 25% of the Participant's
          Statutory Compensation for the calendar year ending in 1981. The
          denominator shall be the lesser of $41,500 or 25% of the Participant's
          Statutory Compensation for the calendar year ending in 1981.

                                       41
<PAGE>

     (f)  Any excess Benefit, which any Benefit formula of this Plan provides,
          but which cannot be paid under the Plan by reason of this Section,
          shall not be funded.

5.16  Involuntary Cash-Outs
      ---------------------

      Notwithstanding any other provision of the Plan to the contrary, upon a
      Participant's Separation from Service, the Administrator (or its delegate)
      shall cause payment to him, or on his account, of the balance in his Cash
      Balance Account if it is not more than $5,000 (and did not exceed such
      amount at the time of a prior distribution) in a lump sum. Payment shall
      be made in accordance with the Rules of the Plan; provided, however, that
      the Annuity Starting Date of such payment shall be on the first day of a
      calendar month following his Separation from Service.

5.17  Designation of Beneficiaries and Contingent Annuitants; Substitute Rights
      -------------------------------------------------------------------------
      of Spouse or Heirs At Law
      -------------------------

     (a)  For the purposes of Section 5.11, each Participant and Former
          Participant shall have the right to designate a Contingent Annuitant
          or to designate, revoke and redesignate one or more Beneficiaries
          hereunder and to direct payment of the Benefits provided therein to
          his Contingent Annuitant and/or Beneficiaries who survive him and
          comply with the Rules of the Plan. Designation, revocation or
          redesignation must be made in writing on a form provided by the
          Administrator (or its delegate) and becomes effective upon delivery to
          the Administrator (or its delegate). If a Participant or Former
          Participant dies having failed to designate any Beneficiary or if no
          such Beneficiary complies with the Rules of the Plan, the amount
          otherwise payable under Section 5.11 shall be paid in the manner
          herein provided to the Surviving Spouse of the Participant or Former
          Participant, if any, and otherwise to the Participant's or Former
          Participant's heirs at law, if any, as determined in the reasonable
          judgment of the Administrator under the laws of the state in which the
          Participant or Former Participant resided on the day he died governing
          succession to personal property. If no Beneficiary survives the
          Participant or Former Participant, or survives to the date of any
          payment in question under Section 5.11, the amount otherwise payable
          to such Beneficiary shall be paid in the manner herein provided to his
          surviving spouse, if any, and otherwise to his heirs at law, if any,
          as determined in the reasonable judgment of the Administrator under
          the laws of the state in which he resided on the day he died governing
          succession to personal property. A married Participant or Former
          Participant who elects, in accordance with Section 5.10(f), not to
          receive a Joint and Survivor Annuity may not designate a Beneficiary
          other than his Spouse without obtaining Spousal Consent thereto.

     (b)  For the purposes of Section 5.12, each Participant and Former
          Participant shall have the right to designate, revoke and redesignate
          a Beneficiary hereunder and to direct payment of the Survivor Annuity
          provided therein to his Beneficiary who

                                       42
<PAGE>

          survives him and comply with the Rules of the Plan. Designation,
          revocation or redesignation must be made in writing on a form provided
          by the Administrator (or its delegate) and becomes effective upon the
          delivery to the Administrator (or its delegate). If there is no
          Surviving Spouse when a Participant or Former Participant dies, and
          such Participant or Former Participant dies having failed to designate
          any Beneficiary or if no such Beneficiary complies with the Rules of
          the Plan or survives the Participant or Former Participant, or
          survives to the date of any payment in question under Section 5.12,
          the Participant's or Former Participant's Cash Balance Account shall
          be paid in a lump sum payment to the Participant's or Former
          Participant's heirs at law, if any, as determined in the reasonable
          judgment of the Administrator under the laws of the state in which the
          Participant or Former Participant resided on the day he died governing
          succession to personal property.

5.18  Distributions Prior to Retirement: Restrictions on Payment
      ----------------------------------------------------------

     (a)  (i)  In the case of a Participant described in (ii) below, benefits
               must commence no later than April 1 of the Plan Year following
               the Plan Year in which the Participant attains age 70 1/2 .

          (ii) A Participant is described in this Section (ii) if he is
               described in either a. or b. below:]
               a.  He is a 5% owner of the Bank (within the meaning of Code
                   Section 416) with respect to the Plan Year ending in the
                   calendar year in which he attains age 70 1/2 .

               b. He attained age 70 1/2 before January 1, 2001.

         (iii) Such Participant's Benefit shall equal the Late Retirement
               Benefit, determined in accordance with Section 5.7, that such
               Participant would have received if such Participant had retired
               on such date. Such Benefit shall consist of a monthly payment on
               the first day of each calendar month commencing on such date and
               ending on the calendar month in which such Participant's death
               occurs, unless a Joint and Survivor Annuity is required under
               Section 5.10, or such Participant has elected an Optional
               Retirement Benefit under Section 5.11; provided, however, that if
               the balance in such Participant's Cash Balance Account is not
               more than $5,000 (and did not exceed such amount at the time of a
               prior distribution), such Benefit shall be paid in a lump sum
               payment in accordance with the Rules of the Plan. Upon payment or
               commencement of such Benefit, such Participant's Cash Balance
               Account shall be debited with the balance of such Account as of
               the Annuity Starting Date of the Benefit and reduced to zero in
               accordance with Section 4.5(a).

          (iv) A Participant who receives a Benefit under paragraph (i) shall
               accrue a

                                       43
<PAGE>

               Benefit in addition to such Benefit in accordance with Articles 4
               and 5. Such Benefit accruals shall be determined based on such
               Participant's Compensation following the Annuity Starting Date of
               the Benefit distributed under paragraph (i). Unless such
               additional Benefit is paid or distributed upon such Participant's
               Late Retirement Date in accordance with Section 5.7, payment or
               distribution of such additional Benefit shall commence on the
               first day of the calendar year next following the calendar year
               in which such additional Benefit accrues and, upon payment or
               commencement of such additional Benefit, such Participant's Cash
               Balance Account shall be debited with the balance of such Account
               as of the Annuity Starting Date of such additional Benefit and
               reduced to zero in accordance with Section 4.5(a). Such
               Participant shall continue to accrue additional Benefit each
               calendar year until such Participant retires.

     (b)  (i)  If a Participant is not described in (a)(ii) above, the
               Participants benefits must commence (or be paid) no later than
               April 1 of the calendar year following the later of:

               a.   the calendar year in which he attains age 70 1/2, or

               b.   the calendar year in which he terminates employment as an
                    Active Participant

          (ii) Such Participant's Benefit shall equal the Late Retirement
               Benefit, determined in accordance with Section 5.7. Such Benefit
               shall consist of a monthly payment on the first day of each
               calendar month commencing on such date and ending on the calendar
               month in which such Participant's death occurs, unless a Joint
               and survivor Annuity is required under Section 5.10, or such
               Participant has elected an Optional Retirement Benefit under
               Section 5.11; provided, however, that if the balance in such
               Participant's Cash Balance Account is not more than $5,000 (and
               did not exceed such amount at the time of a prior distribution),
               such Benefit shall be paid in a lump sum payment in accordance
               with the Rules of the Plan. Upon payment or commencement of such
               Benefit, such Account as of the Annuity Starting Date of the
               Benefic and reduced to zero in accordance with Section 4.5(a).

     (c)       Notwithstanding (a) and (b) above, distributions may be made in
               according with an election permitted under Section 242(b)(2) of
               the Tax Equity and Fiscal Responsibility Act of 1982.

     (d)       Notwithstanding any provision in the Plan to the contrary, a
               Participant's Benefit shall be distributed in a manner satisfying
               the incidental death benefit provisions (including the minimum
               distribution incidental benefit requirement) of Code Section
               401(a)(9)(G), Treas. Reg. Section l.401-l(b)(l) and Prop. Reg.
               Section 1.401(a)(9)-2.

                                       44
<PAGE>

5.19  Direct Rollovers
      ----------------

      Notwithstanding any provision of the Plan to the contrary, a Direct
      Rollover Distributee may elect, at the time and in the manner prescribed
      by the Administrator under the Rules of the Plan, to have all or any
      portion of an Eligible Rollover Distribution paid directly to an Eligible
      Retirement Plan designated by the Direct Rollover Distributee in a Direct
      Rollover.

5.20  Limitation on Distributions Other than Life Annuities
      -----------------------------------------------------

     (a)  Notwithstanding any other provision of the Plan, no payment described
          in subsection (b) shall be made to any Participant, Former
          Participant, Beneficiary or Contingent Annuitant during a period in
          which the Plan has a "liquidity shortfall" (as defined in Code Section
          401(a)(32)(C)).

     (b)  The payments described in this subsection shall include

          (i)  any payment, in excess of the monthly amount paid under a single
               life annuity (plus any Social Security supplements described in
               the last sentence of Code Section 401(a)(9)), to a Participant,
               Former Participant, Beneficiary or Contingent Annuitant whose
               "annuity starting date" (as defined in Code Section 417(f)(2))
               occurs during the period referred to in subparagraph (a),

          (ii) any payment for the purchase of an irrevocable commitment from an
               insurer to pay Benefits, and

         (iii) any other payment specified by the Secretary by regulations
               under Code Section 401(a)(32).

                                       45
<PAGE>

                      ARTICLE 6 - ADMINISTRATIVE PROVISIONS


6.1  Duties and Powers of the Administrator
     --------------------------------------

     (a)  The Administrator shall administer the Plan in accordance with the
          Plan and ERISA and shall have full discretionary power and authority:

          (i)  to engage actuaries, attorneys, accountants, appraisers, brokers,
               consultants, administrators, physicians or other firms or persons
               and (with its officers, directors and Employees) to rely upon the
               reports, advice, opinions or valuations of any such persons
               except as required by law;

          (ii) to adopt Rules of the Plan that are not inconsistent with the
               Plan or applicable law and to amend or revoke any such rules;

         (iii) to construe the Plan and the Rules of the Plan;

          (iv) to determine questions of eligibility and vesting of
               Participants;

          (v)  to determine entitlement to a Benefit and to distributions of
               Participants, former Participants, Beneficiaries, and all other
               persons;

          (vi) to make findings of fact as necessary to make any determinations
               and decisions in the exercise of such discretionary power and
               authority,

         (vii) to appoint claims and review officials to conduct claims
               procedures as provided in Section 6.6; and

        (viii) to delegate any duty, power or responsibility to the Pension
               Committee, to any firm or person engaged under paragraph (i) or
               to any other person or persons.

     (b)  Every finding, decision, and determination made by the Administrator
          (or its delegate) shall, to the full extent permitted by law, be final
          and binding upon all parties, except to the extent found by a court of
          competent jurisdiction to constitute an abuse of discretion.

6.2  Pension Committee
     -----------------

     (a)  The Board may establish a Pension Committee consisting of three or
          more members to hold office at the pleasure of the Board.

     (b)  The Pension Committee shall have such powers, duties and
          responsibilities as are delegated to it by the Board. The Board may
          amend, modify or terminate the

                                       46
<PAGE>

          delegation of powers, duties and responsibilities to the Pension
          Committee from time to time. Any power, duty or responsibility no
          longer delegated to the Pension Committee shall become a power, duty
          or responsibility of the Board, and may be delegated by the Board to
          such person or persons as the Board determines appropriate. Pension
          Committee members shall not receive payment for their services as
          such.

     (c)  Appointment of Pension Committee members shall be effective upon
          filing of written acceptance of appointment with the Board. A Pension
          Committee member may resign at any time by delivery of a written
          notice to the Board. Any or all members of the Pension Committee serve
          at the pleasure of the Board and may be removed at any time with or
          without cause by the Board.

     (d)  Vacancies in the Pension Committee shall be filled in accordance with
          subsection (a).

     (e)  The Pension Committee shall act by a majority of its members in
          office, either by meeting or by a written instrument executed by a
          majority of the Pension Committee members. The Pension Committee may,
          by a written instrument executed by all of the Pension Committee
          members then in office, authorize one of its members to execute any
          instrument required to be executed by the Pension Committee.

     (f)  The Chairperson of the Pension Committee shall appoint a Secretary to
          keep the minutes of its meetings.

6.3  Limitations upon Powers of the Administrator
     --------------------------------------------

     The Plan shall not be operated so as to discriminate in favor of
     Participants who are officers or shareholders or who are highly
     compensated. To the extent reasonably possible, the Plan shall be uniformly
     and consistently interpreted and applied with regard to all Participants in
     similar circumstances. The Plan shall be administered, interpreted and
     applied fairly and equitably and in accordance with the specified purposes
     of the Plan.

6.4  Compensation and Indemnification of Administrator:  Expenses of
     ---------------------------------------------------------------
     Administration
     --------------

     (a)  The Bank shall pay or reimburse each Pension Committee member and each
          Employee functioning under Section 6.1(a)(vii) for all expenses
          (including reasonable attorneys' fees) properly incurred by him in the
          administration of the Plan.

     (b)  The Bank shall indemnify and hold each such Employee and Pension
          Committee member harmless from all claims, liabilities and costs
          (including reasonable attorneys' fees) arising out of the good faith
          performance of his functions hereunder.

                                       47
<PAGE>

     (c)  The Bank may obtain and provide for any Employee and Pension Committee
          member, at the Bank's expense, liability insurance against liabilities
          imposed on him by law.

     (d)  Legal fees incurred in the preparation and amendment of documents
          shall be paid by the Bank.

     (e)  Expenses referred to in subsections (a), (b) and (d) not paid by the
          Bank shall be paid from the Retirement Fund to the extent permitted by
          law.

     (f)  Except as provided in subsection (a), fees and expenses of persons
          rendering services to the Plan shall not be paid or reimbursed by the
          Bank, except as agreed upon by the Bank.

6.5  Effect of Administrator Action
     ------------------------------

     Except as provided in Section 6.6, all actions taken and all determinations
     made by the Administrator (or its delegate) in good faith shall be final
     and binding upon all Participants, Former Participants, Beneficiaries,
     Contingent Annuitants and any persons interested in the Plan or the
     Retirement Fund.

6.6  Claims Procedure
     ----------------

     (a)  A claim by a Participant, Former Participant, Beneficiary, Contingent
          Annuitant or any other person shall be presented to the claims
          official appointed by the Administrator (or its delegate) in writing
          within the maximum time permitted by law or under the regulations of
          the Secretary of Labor or his delegate pertaining to claims
          procedures.

     (b)  The claims official shall, within a reasonable time, consider the
          claim and shall issue his determination thereon in writing.

     (c)  If the claim is granted, the appropriate distribution or payment shall
          be made from the Trust Fund or by the Bank.

     (d)  If the claim is wholly or partially denied, the claims official shall,
          within 90 days (or such longer period as may be reasonably necessary),
          provide the claimant with written notice of such denial, setting
          forth, in a manner calculated to be understood by the claimant

     (i)  the specific reason or reasons for such denial;

                                       48
<PAGE>

     (ii) specific references to pertinent Plan provisions on which the
          denial is based;

    (iii) a description of any additional material or information necessary for
          the claimant to perfect the claim and an explanation of why such
          material or information is necessary; and

    (iv)  an explanation of the Plan's claim review procedure.

                                       49
<PAGE>

     (e)  The Administrator (or its delegate) shall provide each claimant with a
          reasonable opportunity to appeal the claims official's denial of a
          claim to a review official (appointed by the Administrator (or its
          delegate) in writing) for a full and fair review. The claimant or his
          duly authorized representative

          (i)  may request a review upon written application to the review
               official (which shall be filed with it),

          (ii) may review pertinent documents, and

         (iii) may submit issues and comments in writing.

     (f)  The review official may establish such time limits within which a
          claimant may request review of a denied claim as are reasonable in
          relation to the nature of the Benefit which is the subject of the
          claim and to other attendant circumstances but which, in no event,
          shall be less than 60 days alter receipt by the claimant of written
          notice of denial of his claim.

     (g)  The decision by the review official upon review of a claim shall be
          made not later than 60 days after his receipt of the request for
          review, unless special circumstances require an extension of time for
          processing, in which case a decision shall be rendered as soon as
          possible, but not later than 120 days alter receipt of such request
          for review.

     (h)  The decision on review shall be in writing and shall include specific
          reasons for the decision written in a manner calculated to be
          understood by the claimant with specific references to the pertinent
          Plan provisions on which the decision is based.

     (i)  In considering claims under this claims procedure, the claims official
          and the review official shall have fiduciary and discretionary
          authority to make findings of fact and to construe the terms of the
          Plan and, to the full extent permitted by law, the determination of
          the claims official (if no review is properly requested or the
          decision of the review official on review, if review has been properly
          requested) shall be final and binding on all parties unless held by a
          court of competent jurisdiction to constitute an abuse of discretion.

6.7  Distributions Pursuant to Qualified Domestic Relations Orders
     -------------------------------------------------------------

     Notwithstanding any other provision of the Plan to the contrary, upon
     receipt by the Administrator (or its delegate) of a domestic relations
     order which, but for the time of required payment to the alternate payee or
     the requirement that the payment to the alternate payee be made in a lump
     sum payment, would be a qualified domestic relations order as defined in
     Code Section 414(p), the amount awarded to the alternate payee shall be
     promptly paid in the manner specified in such order; provided, however,
     that no such distribution shall be made prior to the Participant's
     Separation from Service if such distribution could adversely affect the
     qualified status of the Plan.

                                       50
<PAGE>

                           ARTICLE 7 - TOP HEAVY RULES


7.1  Top-Heavy Determination
     -----------------------

     (a)  Solely in the event that this Plan ever becomes Top-Heavy as defined
          herein, the provisions of this Article shall apply.

     (b)  Solely for the purposes of this Article, the following definitions
          shall be used:

          (i)  "Aggregation Group" shall mean

               a.   each plan of the Bank or a Bank Affiliate in which a Key
                    Employee is a Participant (including any such plan which has
                    been terminated if such plan was maintained by the Bank or
                    Bank Affiliate within the last five years ending on the
                    Determination Date for the Plan Year in question), and

               b.   each other plan of the Bank or a Bank Affiliate which
                    enables any plan described in subparagraph (i) a. above to
                    meet the requirements of Code Section 401(a)(4) or 410.

          (ii) "Determination Date" shall mean, with respect to any Plan Year,
               the last day of the preceding Plan Year, or in the case of the
               first Plan Year, the last day of such Plan Year.

         (iii) "Controlled Group Employee" shall mean any person who renders
               services to the Bank or a Bank Affiliate in the status of an
               employee as that term is defined in Code Section 3121(d).

          (iv) "Key Employee" shall mean a Controlled Group Employee, a former
               Controlled Group Employee or the Beneficiary of a former
               Employee, if, in the Plan Year containing the Determination Date
               or in any of the four preceding Plan Years, such Controlled Group
               Employee or former Controlled Group Employee is or was

               a.   an officer of the Bank or a Bank Affiliate whose Statutory
                    Compensation for the Plan Year in question exceeds 50% of
                    the amount in effect under Code Section 415(b)(l)(A) (not
                    more than 50 Controlled Group Employees or, if less, the
                    greater of three Controlled Group Employees or ten percent
                    of the Controlled Group Employees shall be treated as
                    officers),

                                       51
<PAGE>

               b.   one of the ten Controlled Group Employees owning (or
                    considered as owning within the meaning of Code Section 318)
                    both the largest interest in the Bank or a Bank Affiliate
                    and more than a one-half of 1% interest therein and whose
                    Statutory Compensation for the Plan Year in question equals
                    or exceeds the amount in effect under Code Section
                    415(c)(1)(A); provided, however, if two Controlled Group
                    Employees have the same interest in the Bank or a Bank
                    Affiliate, the Controlled Group Employee with the greater
                    Statutory Compensation for such Plan Year shall be treated
                    as having the larger interest,

               c.   5% owner of the Bank or a Bank Affiliate, or a 1% owner
                    (within the meaning of Code Sections 416(i)(1)(B) and (C))
                    of the Bank or a Bank Affiliate whose Statutory Compensation
                    for the Plan Year in question exceeds $150,000.

          (v)  "Non-Key Employee" shall mean any Controlled Group Employee who
               is not a Key Employee.

          (vi) The Plan shall be Top-Heavy if, as of any Determination Date, the
               sum of the Actuarial Equivalents of the accrued Benefits for Key
               Employees under all plans in the Aggregation Group (or under this
               Plan and such other plans as the Bank or a Bank Affiliate elects
               to take into account under Code Section 416(g)(2)(A)(ii)) exceeds
               60% of the sum of the Actuarial Equivalents of accrued Benefits
               for all Key Employees and Non-Key Employees. In making this
               calculation as of a Determination Date,

               a.   the Actuarial Equivalent of an accrued Benefit shall be
                    determined as of the most recent valuation date (which for
                    purposes hereof shall be the same date as is used for
                    computing Plan costs for minimum funding) occurring within
                    the Plan Year which includes the Determination Date,

               b.   the Actuarial Equivalent of the accrued Benefit of any
                    Controlled Group Employee or former Controlled Group
                    Employee shall be increased by the aggregate distributions
                    made during the five-year period ending on the Determination
                    Date with respect to such Controlled Group Employee or
                    former Controlled Group Employee,

               c.   the Actuarial Equivalents of the accrued Benefit of

                    1.   any Non-Key Employee who was a Key Employee for any
                         prior Plan Year, and

                                       52
<PAGE>

                    2.   any former Controlled Group Employee who performed no
                         services for the employer maintaining the Plan during
                         the five-year period ending on the Determination Date
                         shall be ignored.

               d.   If the Actuarial Equivalent of any accrued Benefit under the
                    Plan includes any amount attributable to any rollovers to or
                    from the Plan, such value shall be adjusted, as required by
                    Code Section 416(g)(4)(A).

               Notwithstanding the foregoing, this Plan shall be Top-Heavy if,
               as of any Determination Date, it is required by Code Section
               416(g) to be included in an Aggregation Group which is determined
               to be a Top-Heavy Group.

        (vii)  "Top-Heavy Group" shall mean any Aggregation Group if, as of
               the Determination Date, the sum of

               a.   the present value of the cumulative accrued benefits for all
                    Key Employees under all defined benefit plans in such
                    Aggregation Group, and

               b.   the aggregate of the accounts of all Key Employees under all
                    defined contribution plans in such Aggregation Group

               exceeds 60% of a similar sum determined for all Key Employees and
               Non-Key Employees.

7.2  Minimum Benefits
     ----------------

     (a)  For any Plan Year in which the Plan is Top-Heavy, a Non-Key Employee
          shall accrue a Benefit expressed as a life annuity (with no ancillary
          benefits) commencing at his Normal Retirement Date in an amount which
          is not less than the product of

          (i)  2%,

         (ii)  the number of Plan Years beginning on or after January 1, 1984
               during which the Plan was Top-Heavy and with respect to which the
               Participant accrued a Year of Vesting Service, and

         (iii) the Participant's average Statutory Compensation for the
               period of five consecutive Plan Years in each of which the
               Participant was an Active Participant and for which the
               Participant's aggregate Statutory Compensation was the greatest.
               If the Participant did not receive Compensation in five such Plan
               Years, his Statutory Compensation shall

                                       53
<PAGE>

               be averaged over his longest continuous period of participation.
               In making the computations under this subparagraph, Statutory
               Compensation for Plan Years which are not included in the Plan
               Years taken into account under subparagraph (ii) shall be
               ignored.

     (b)  A Participant's minimum Benefit payable under this Section shall not
          exceed 20% of the amount described in subparagraph (a)(iii).

     (c)  If, for any Plan Year, a Participant accrues a minimum Benefit in
          accordance with subsection (a) and participates in a defined
          contribution plan of the Bank, his minimum benefit provided in
          subsection (a) shall be offset by any Bank contribution provided under
          the defined contribution plan in accordance with Treasury Regulations
          interpreting Code Section 416(f).

7.3  Vesting
     -------

     (a)  For any Plan Year in which the Plan is Top-Heavy, the Vested
          percentage of a Participant's accrued Benefit shall be the percentage
          shown on the following table:

                    Years of Vesting       Vested
                       Service            Percentage
                       -------            ----------
                      1 (or less)            0%
                      2                     20%
                      3                     40%
                      4                     60%
                      5 (or more)           100%.

     (b)  The Vested percentage of a Participant's accrued Benefit shall not be
          less than the Vested percentage determined as of the last day of the
          last Plan Year in which the Plan was not Top-Heavy.

     (c)  For any Plan Year in which the Plan is not Top-Heavy which follows one
          or more Plan Years for which the Plan has been Top-Heavy, Section 5.9
          shall again become applicable as an amendment to the Plan; thus, each
          Participant who has had his Vested percentage computed under
          subsection (a) and who has completed at least Three Years of Vesting
          Service shall be permitted to elect to have his Vested percentage
          computed in accordance with subsection (a) for such Plan Year and any
          subsequent Plan Year in which the Plan is no longer Top-Heavy. Such
          Participant may make such election within an election period beginning
          no later than the first day of the first Plan Year in which the Plan
          is no longer Top-Heavy and ending no later than the latest of

                                       54
<PAGE>

          (i)  the sixtieth day of such Plan Year, or

          (ii) a date which is 60 days alter the day the Participant is issued
               written notice of his right to make such election by the
               Administrator (or its delegate).

7.4  Limitation on Benefits
     ----------------------

     For any Plan Year beginning before January 1, 2000 in which the Plan is
     Top-Heavy,

     (a)  the denominator of both the defined benefit plan fraction and the
          defined contribution plan fraction set forth in Code Sections
          415(e)(2)(B) and 415(e)(3)(B), respectively, shall be adjusted by
          substituting 1.0 for 1.25 and,

     (b)  the numerator of the "transition fraction" described in Code Section
          415(e)(6)(b)(i) shall be calculated by substituting $41,500 for
          $51,875,

     but only to the extent required by Code Section 416(h).

                                       55
<PAGE>

                      ARTICLE 8 - MISCELLANEOUS PROVISIONS


8.1  Termination of Plan
     -------------- ----

     While the Plan is intended as a permanent program, the Bank shall have the
     right at any time to declare the Plan terminated completely as to the Bank,
     or as to any division, facility or other operational unit thereof, or to
     discontinue contributions to the Plan. Discharge or layoff of Employees of
     the Bank or any unit thereof without such a declaration shall not result in
     a termination or partial termination of the Plan except to the extent
     required by law. In the event of such termination, partial termination or
     discontinuance, Benefits accrued to the date of such termination or partial
     termination for the Participants, Former Participants, Beneficiaries and
     Contingent Annuitants affected by such termination or partial termination
     to the extent then funded shall thereupon become nonforfeitable and the
     Administrator (or its delegate) shall direct the Trustee to make a prompt
     determination of the fair market value of the Trust Fund and proportionate
     amounts shall then be allocated so as to provide (to the extent not already
     provided) Benefits attributable thereto for such Participants, Former
     Participants, Beneficiaries and Contingent Annuitants in the order of
     priority set forth below, satisfying the requirements of each class in full
     before proceeding to the next class. Benefits for affected Participants
     shall be computed on the basis of Benefit accrued to the date of such
     termination and Compensation received prior to date of such termination but
     recognizing such termination or discontinuance and the funds then available
     and proportionately reducing Benefits within the class as to which funds
     are inadequate to provide Benefits in full, and such amounts when
     determined shall remain fixed regardless of any person's employment status
     thereafter. Such allocation shall be as follows:

     (a)  To so provide all Benefits payable as monthly payments

          (i)  which were in pay status as of the beginning of the three-year
               period ending on the date of such termination or discontinuance
               as designated by the Administrator (or its delegate) in a manner
               not inconsistent with applicable law and regulations, based on
               the provisions of the Plan (as in effect during the five-year
               period ending on such date), under which such Benefit would be
               the least, with the lowest Benefit in pay status during such
               period considered the Benefit in pay status, and

          (ii) which would have been in pay status as of the beginning of such
               three-year period if the Participant had retired prior to the
               beginning of the three-year period and if his Benefits had
               commenced as a Normal Retirement Benefit under Section 5.2 as of
               the beginning of such period, to each such Benefit based on the
               provisions of the Plan (as in effect during the five-year period
               ending on such date) under which such Benefit would be the least.

                                       56
<PAGE>

     (b)  To so provide

          (i)  all other Benefits (if any) of individuals under the Plan
               guaranteed under Title IV of ERISA (determined without regard to
               Section 4022(b)(5) of such Act), and

          (ii) the additional Benefits (if any) which would be determined under
               clause (i) if Section 4022(b)(6) of such Act did not apply.

     (c)  To so provide all other Benefits under the Plan to the extent vested
          without regard to this Section.

     (d)  To so provide all other Benefits under the Plan.

     (e)  In the event of the termination of the Plan, the Benefit of a
          Participant, Former Participant, Beneficiary and Contingent Annuitant
          who is a "missing participant" (as defined in ERISA Section
          4050(b)(1)) shall be distributed by transferring the "designated
          benefit" (as defined in ERISA Section 4050(b)(2)) of such Participant,
          Former Participant, Beneficiary or Contingent Annuitant to the Pension
          Benefit Guaranty Corporation, or by purchasing irrevocable commitments
          from an insurer with respect to such "designated benefit" in
          accordance with ERISA Section 4041(b)(3)(A)(i). Any such transfer and
          purchase of an irrevocable commitment shall be in accordance with
          regulations promulgated by the Pension Benefit Guaranty Corporation.
          The Administrator shall provide to the Pension Benefit Guaranty
          Corporation such information and certifications regarding the
          "designated benefits" or irrevocable commitments with respect to such
          Participants, Former Participants, Beneficiaries and Contingent
          Annuitants as are required under ERISA Section 4050 and the
          regulations thereunder. This subsection shall be effective with
          respect to distributions that occur in Plan Years commencing after
          final regulations implementing ERISA Section 4050 are promulgated by
          the Pension Benefit Guaranty Corporation.

8.2  Suspension of Contributions
     ---------------------------

     The Bank shall have the right to suspend its contributions to the Plan at
     any time for a fixed period of time, and such period may be extended by
     subsequent action of the Bank. Such suspension shall automatically become a
     discontinuance of contributions as under Section 8.1 at any time at which,
     in the opinion of the Enrolled Actuary, such suspension affects the
     Benefits to be paid or made available under the Plan. No such suspension
     shall be allowed to create an "accumulated funding deficiency" under Code
     Section 412(a) unless the Plan is then terminated under Section 8.1;
     provided that, in the event of an unintentional creation of an accumulated
     funding deficiency, the Bank retains the right for 90 days alter such a
     deficiency is finally determined to correct it without such termination. In
     the event of such suspension, the Plan shall otherwise remain in full force
     and effect.

                                       57
<PAGE>

8.3  Limitation on Certain Distributions
     -----------------------------------

     (a)  In the event of the termination of the Plan, the Benefit of any
          Participant or Former Participant who is or was a Highly Compensated
          Employee shall not exceed the Benefit that is nondiscriminatory under
          Code Section 401(a)(4) and the Treasury Regulations thereunder.

     (b)  In any Plan Year, the Benefit payments to or on behalf of any
          Participant or Former Participant who is or was a Highly Compensated
          Employee and who, in such Plan Year, is a member of the group of 25
          such Participants and Former Participants whose Compensation in such
          Plan Year or a prior Plan Year is highest shall be limited to the
          maximum amount permitted under Treas. Reg. Section 1 .401(a)(4)-
          5(b)(3)(i)(A) and (B), except as provided in subsection (c).

     (c)  The restrictions of subsection (b) shall not apply if

          (i)  after all Benefits are paid to the Participant or Former
               Participant, the value of Plan assets is at least 110% of the
               value of the current liabilities (as determined under Treas. Reg.
               Section 1.401(a)(4)-5(b)(3)(iv)(A) and (v)) of the Plan, or

         (ii)  the value of the Benefits payable to the Participant or Former
               Participant is less than

               a.   1% of the value of the current liabilities (as determined as
                    provided in paragraph (i)) of the Plan before distribution,
                    or

               b.   $5,000.

         (iii) the Participant to whom such restriction applies provides a
               written agreement to repay the restricted amount and provides
               adequate security for such promise to repay in accordance with
               the requirements of Treas. Reg. Section 1.401(a)(4)- 5(b) and
               Revenue Ruling 92-76.

8.4  Payments
     --------

     In the event any amount becomes payable under the Plan to a minor or a
     person who, in the sole judgment of the Administrator (or its delegate), is
     considered by reason of physical or mental condition to be unable to give a
     valid receipt therefor, the Administrator (or its delegate) may direct that
     such payment be made to any person found

                                       58
<PAGE>

     by the Administrator (or its delegate), in its sole judgment, to have
     assumed the care of such minor or other person. Any payment made pursuant
     to such determination shall constitute a full release and discharge of the
     the Administrator (or its delegate) and the Bank and their officers,
     directors, employees, owners, agents and representatives.

8.5  Amendment of Plan
     -----------------

     As limited in Section 8.1 of the Plan, complete or partial amendments or
     modifications to the Plan (including retroactive amendments to meet
     governmental requirements or prerequisites for tax qualification) may be
     made from time to time by the Bank; provided, however, that no amendment
     shall decrease the accrued Benefit of any Participant or Former
     Participant.

8.6  Retroactive Effect of Plan Amendment
     ------------------------------------

     (a)  No Plan amendment, unless it expressly provides otherwise, shall be
          applied retroactively to increase the accrued Benefit or vested
          percentage therein of a Participant whose Separation from Service
          preceded the date such amendment became effective unless and until he
          again becomes a Participant and additional contributions are allocated
          to him.

     (b)  No Plan amendment, unless it expressly provides otherwise, shall be
          applied retroactively to increase the amount of service credited to
          any person for purposes of Plan participation, vesting or any other
          Plan purpose with respect to his participation or employment before
          the date such amendment became effective.

     (c)  Except as provided in subsections (a) and (b), all rights under the
          Plan shall be determined under the terms of the Plan as in effect at
          the time the determination is made.

8.7  Consolidation or Merger; Adoption of Plan by Other Companies
     ------------------------------------------------------------

     (a)  In the event of the consolidation or merger of the Bank with or into
          any other business entity, or the sale by the Bank or its owner of its
          assets, the successor may continue the Plan by adopting the same by
          resolution of its board of directors or agreement of its partners or
          proprietor.  If, within 90 days from the effective date of such
          consolidation, merger or sale of assets, such new corporation,
          partnership or proprietorship does not adopt the Plan, the Plan shall
          be terminated in accordance with Section 8.1.

     (b)  There shall be no merger or consolidation with or transfer of the
          assets or liabilities of the Plan to any other plan unless each
          Participant in this Plan would, if the combined plan were then
          terminated, receive a Benefit immediately alter the merger,
          consolidation or transfer which is equal to or greater than the
          Benefit he would have been entitled to receive under this Plan
          immediately before the merger, consolidation or transfer, if the Plan
          had then terminated.

                                       59
<PAGE>

     (c)  Any Bank Affiliate may, with the approval of the Board, adopt the Plan
          as a whole Bank or as to any one or more divisions by resolution of
          its own board of directors or agreement of its partners. Such Bank
          Affiliate shall give written notice of such adoption to the
          Administrator (or its delegate) and to the  Bank by its duly
          authorized officers.

8.8  Identification of Fiduciaries
     -----------------------------

     (a)  The Administrator (or its delegate) and any investment committee shall
          be named fiduciaries within the meaning of ERISA and, as permitted or
          required by law, shall have exclusive authority and discretion to
          control and manage the operation and administration of the Plan within
          the limits set forth in the Plan, subject to proper delegation.

     (b)  Such named fiduciaries and every person who exercises any
          discretionary authority or discretionary control respecting management
          of the Retirement Fund or the Plan, or exercises any authority or
          control respecting the management or disposition of the assets of the
          Retirement Fund or the Plan, or renders investment advice for
          compensation, direct or indirect, with respect to any moneys or other
          property of the Retirement Fund or the Plan or has authority or
          responsibility to do so, or has any discretionary authority or
          discretionary responsibility in the administration of the Plan, and
          any person designated by a named fiduciary to carry out fiduciary
          responsibilities under the Plan, shall be a fiduciary and, as such,
          shall be subject to provisions of the Plan, ERISA and other applicable
          laws governing fiduciaries. Any person may act in more than one
          fiduciary capacity.

8.9  Allocation of Fiduciary Responsibilities
     ----------------------------------------

     (a)  Fiduciary responsibilities under the Plan are allocated as follows:

          (i)  The sole power and discretion to manage and control the Plan's
               assets including, but not limited to, the power to acquire and
               dispose of Plan assets, is allocated to the Trustee, except to
               the extent that another fiduciary is appointed in accordance with
               the Plan with the power to control or manage (including the power
               to acquire and dispose of) assets of the Plan.

          (ii) The sole duties, responsibilities and powers allocated to the
               Board shall be those expressly retained under this Plan.

         (iii) The sole duties, responsibilities and powers allocated to the
               Bank shall be those expressly retained under the Plan.

                                       60
<PAGE>

          (iv) All fiduciary responsibilities not allocated to the Trustee, the
               Board, the Bank or any investment manager or investment committee
               are hereby allocated to the Administrator, subject to delegation
               in accordance with Section 6.1(a)(viii).

     (b)  Fiduciary responsibilities under the Plan (other than the power to
          manage or control the Plan's assets) may be reallocated among those
          fiduciaries identified as named fiduciaries in Section 8.8 by amending
          the Plan in the manner prescribed in Section 8.5, followed by such
          fiduciaries' acceptance of, or operation under, such amended Plan.

8.10  Inspection of Records
      ---------------------

      Copies of the Plan and any other documents and records which a Participant
      is entitled by law to inspect shall be open to inspection by such
      Participant or such Participant's duly authorized representatives at any
      reasonable business hour at the principal office of the Bank, any Bank
      work site at which at least 50 Employees regularly perform services and
      such other locations as the Secretary of Labor may require.

8.11  Limitation on Rights of Employees
      ---------------------------------

      The Plan is strictly a voluntary undertaking on the part of the Bank and
      shall not constitute a contract between the Bank and any Employee, or
      consideration for, or an inducement or condition of, the employment of an
      Employee. Except as otherwise required by law, nothing contained in the
      Plan shall give any Employee the right to be retained in the service of
      the Bank or to interfere with or restrict the right of the Bank, which is
      hereby expressly reserved, to discharge or retire any Employee at any
      time, without notice and with or without cause. Except as otherwise
      required by law, inclusion under the Plan will not give any Employee any
      right or claim to any benefit hereunder except to the extent such right
      has specifically become fixed under the terms of the Plan and there are
      funds available therefor in the hands of the Trustee or he is entitled to
      benefit payments from the Pension Benefit Guaranty Corporation. The
      doctrine of substantial performance shall have no application to Employees
      or Participants. Each condition and provision, including numerical items,
      has been carefully considered and constitutes the minimum limit on
      performance which will give rise to the applicable right.

8.12  Use of Funds
      ------------

      Under no circumstances shall any contribution by the Bank under the Plan,
      or any part of any fund created thereby, be recoverable by the Bank from
      the Plan or any such fund or from any Participant, Former Participant,
      Beneficiary, Contingent Annuitant, or other person, or be used for or
      diverted to purposes other than for the exclusive benefit of Participants,
      Former Participants and their Beneficiaries and Contingent Annuitants;
      provided, however, that

                                       61
<PAGE>

     (a)  the portion, if any, of the funds not required for the satisfaction of
          all liabilities to Participants, Former Participants, Beneficiaries
          and Contingent Annuitants shall, upon termination of the Plan, revert
          to the Bank;

     (b)  each contribution of the Bank for any Plan Year is hereby conditioned
          upon its being deductible by the Bank for its fiscal year for which
          such contribution was made and, to the extent disallowed as a
          deduction under Code Section 404, such contribution shall be returned
          to the Bank within one year alter the final disallowance of the
          deduction by the Internal Revenue Service or a court of competent
          jurisdiction; and

     (c)  a contribution by the Bank made as a result of a mistake of fact shall
          be returned to the Bank within one year alter payment of the
          contribution.

                                       62
<PAGE>

8.13  Qualified Military Service
      --------------------------

      Notwithstanding any provision of the Plan to the contrary, benefits and
      service credits with respect to qualified military service shall be
      provided in accordance with Code Section 414(u) and any other requirement
      of federal law.

8.14  Errors and Misstatements
      ------------------------

      In the event of any misstatement, error or omission of fact by a
      Participant to the Administrator (or its delegate) resulting in payment of
      Benefits in an incorrect amount, the Administrator (or its delegate) shall
      promptly cause the amount of future payments to be corrected upon
      discovery of the facts and shall cause the Trustee to pay the Participant,
      Former Participant, Beneficiary or Contingent Annuitant any underpayment
      in cash in a lump sum or to recoup any overpayment from future payments to
      the Participant, Former Participant, Beneficiary or Contingent Annuitant
      in such amounts as the Administrator (or its delegate) shall direct or to
      proceed against the Participant, Former Participant, Beneficiary or
      Contingent Annuitant for recovery of any such overpayment.

      In the event of any error in the operation or administration of the Plan,
      or in the event of a breach of fiduciary duty, the Bank and the
      Administrator may choose to correct such error or breach in accordance
      with applicable Internal Revenue Service and U.S. Department of Labor
      policies, procedures and programs and any such correction shall be binding
      on all plan Participants and beneficiaries.

8.15  Conflicting Claims
      ------------------

      If the Administrator (or its delegate) is confronted with conflicting
      claims concerning a Benefit, the Administrator (or its delegate) may
      interplead the claimants in an action at law, or in an arbitration
      conducted in accordance with the rules of the American Arbitration
      Association, as the Administrator (or its delegate) shall elect in its
      sole discretion, and in either case, the attorneys' fees, expenses and
      costs reasonably incurred by the Administrator (or its delegate) in such
      proceeding shall be paid from the Retirement Fund if not paid by the Bank.

8.16  Governing Law
      -------------

      The Plan shall be interpreted, administered and enforced in accordance
      with the Code and ERISA, and the rights of Participants, Former
      Participants, Beneficiaries, Contingent Annuitants and all other persons
      shall be determined in accordance therewith; provided, however, that, to
      the extent that state law is applicable, the laws of the State of
      California shall apply.

                                       63
<PAGE>

8.17  Genders and Plurals
      -------------------

      Where the context so indicates, the masculine pronoun shall include the
      feminine pronoun and the singular shall include the plural.

8.18  Titles
      ------

      Titles are provided herein for convenience only and are not to serve as a
      basis for interpretation or construction of the Plan.

8.19  Nonalienation of Benefits
      -------------------------

      None of the Benefits, payments, proceeds or claims of any Participant,
      former Participant, or Beneficiary shall be subject to any claim of any
      creditor and, in particular, the same shall not be subject in any manner
      to anticipation, alienation, sale, transfer, assignment, pledge,
      encumbrance, charge, garnishment, execution or levy of any kind, either
      voluntary or involuntary. Any attempt to anticipate, alienate, sell,
      transfer, assign, pledge, encumber, garnish, levy or otherwise dispose of
      or execute upon any right or benefit payable hereunder shall be void. The
      Fund shall not in any manner be liable or subject to the debts, contracts,
      liabilities, engagements or costs of any Participant entitled to benefits
      hereunder, and such benefits shall not be considered an asset of the
      Participant in the event of his insolvency or bankruptcy. This provision
      shall not prevent the Plan from complying with the terms of a "qualified
      domestic relations order" as defined in Code Sections 401(a)(13) and
      414(p) or any domestic relations order entered into before January 1,
      1985.

8.20  References
      ----------

      Unless the context clearly indicates to the contrary, a reference to a
      statute, regulation or document shall be construed as referring to any
      subsequently amended, enacted, adopted or executed statute, regulation or
      document.


      IN WITNESS WHEREOF, the Bank has caused this Plan to be executed by its
duly authorized officer effective as set forth herein.




                                           QUAKER CITY BANK
Date:
     ------------------------------


                                           By:
                                                 -------------------------------

                                           Title:
                                                 -------------------------------

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<PAGE>

                       APPENDIX A - LIVING MINIMUM BENEFIT


A-1  For purposes of determining a Participant's or Former Participant's Normal
     Retirement Benefit as described in Section 5.3(c), such Participant's or
     Former Participant's December  31, 1999 Retirement Benefit shall be updated
     to reflect any increases in the Participant's or Former Participant's
     Compensation since December 31, 1999.

A-2  For purposes of determining a Participant's or Former Participant's Early
     Retirement Benefit as described in Section 5.5(b), such Participant's or
     Former Participant's December 31, 1999 Retirement Benefit shall be updated
     to reflect any increases in the Participant's or Former Participant's
     Compensation since December 31, 1999.

A-3  For purposes of determining a Participant's or Former Participant's Late
     Retirement Benefit as described in Section 5.7(c), such Participant's or
     Former Participant's December 31, 1999 Retirement Benefit shall be updated
     to reflect any increases in the Participant's or Former Participant's
     Compensation since December 31, 1999.

A-4  For purposes of determining a Participant's or Former Participant's Vested
     Retirement Benefit as described in Section 5.9(e), such Participant's or
     Former Participant's December 31, 1999 Retirement Benefit payable in the
     form of a life annuity or Joint and Survivor Annuity shall be updated to
     reflect any increase in the Participant's or Former Participant's
     Compensation since December 31, 1999.

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<PAGE>

                 APPENDIX B - SPECIAL EFFECTIVE DATE PROVISIONS


Notwithstanding the general effective date of this amended and restated Plan,
certain provisions will have earlier effective dates, as described below:

1.  The provisions of Plan Section 1.9 relating to crediting of Hours of Service
    during periods of leave under the Family and Medical Leave Act of 1993 are
    effective August 5, 1993.

2.  The definition of Leased Employee in Plan Section 1.26 is effective January
    1, 1997.

3.  The definition of Highly Compensated Employee in Plan Section 1.30 is
    effective January 1, 1997.

4.  Section 8.13 of the Plan is effective December 12, 1994.

5.  The last two sentences of the third paragraph of Section 1.09 of the Plan as
    in effect on December 31, 1999 are deleted effective January 1, 1997.

6.  Section 1.27(h) of the Plan as in effect on December 31, 1999 is deleted
    effective January 1, 1997.

7.  Section 11.02(e) of the Plan as in effect on December 31, 1999, is amended,
    effective January 1, 1998, by the addition of the following sentence at the
    end thereof:

     "Effective for Plan Years beginning on and after January 1, 1998,
     'Compensation' shall include any amounts not includible in the
     Participant's IRS Form W-2 by reason of a salary reduction agreement with
     the Employer under Code Section 125, 401(k), 402(e)(3), 402(h) or 403(b)
     which if paid would have been taxable compensation."

                                       66