CARVER BANCORP INC
MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>6
<FILENAME>d156285.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>
                                                                    Exhibit 10.4

                              CARVER BANCORP, INC.

                          EMPLOYEE STOCK OWNERSHIP PLAN

<PAGE>

                              CARVER BANCORP, INC.

                          EMPLOYEE STOCK OWNERSHIP PLAN










                          Incorporating Amendment No. 1
                         Incorporating Second Amendment
                          Incorporating Amendment No. 2
                         Incorporating Amendment No. 2A
                          Incorporating Amendment No. 3
                          Incorporating Amendment No. 4

<PAGE>

                           CARVER FEDERAL SAVINGS BANK

                          EMPLOYEE STOCK OWNERSHIP PLAN

                                TABLE OF CONTENTS

Exhibit A   Carver Bancorp, Inc. Employee Stock Ownership Plan

Exhibit B   Amendments to the Carver Bancorp, Inc. Employee Stock Ownership Plan

Exhibit C   Trust Agreement between Carver Bancorp, Inc. and Marine Midland Bank
            for the Carver Bancorp, Inc. Employee Stock Ownership Plan dated
            June 1, 1997.

<PAGE>

                              CARVER BANCORP, INC.

                          EMPLOYEE STOCK OWNERSHIP PLAN

                                   ----------

                  UNDER SECTIONS 401 (a) AND 4975(e)(7) OF THE
                    INTERNAL REVENUE CODE OF 1986, AS AMENDED

                         EFFECTIVE DATE: JANUARY 1, 1994

<PAGE>

                                     Part I
                                Table of Contents

Section                                                                     Page
-------                                                                     ----

Definitions ...............................................................    1

Eligibility ...............................................................   10

Employer Contributions ....................................................   12

Participants Contributions ................................................   14

Allocation of Contributions ...............................................   14

Allocation to Participant's Accounts ......................................   19

Retirement and Distribution of Benefits ...................................   22

In Event of Disability ....................................................   26

In the Event of Death .....................................................   27

In the Event of Termination of Employment or Change in Status .............   28

Top-Heavy Definitions and Rules ...........................................   31

Administration of the Plan ................................................   38

Management and Investment of Trust Assets .................................   40

Obligations of the Employer ...............................................   43

Miscellaneous .............................................................   43

Amendments ................................................................   45

Suspension, Discontinuance and Plan Termination ...........................   46

Inclusion of Other Companies ..............................................   47

<PAGE>

                                    SECTION 1

                                   Definitions

The following words and phrases used herein have the following meanings, unless
a different meaning is plainly required by the context:

         The masculine pronoun wherever used shall include the feminine pronoun
and the singular shall include the plural.

1.1      "Account" means the record of the Participant's interest in the Trust
         Fund, maintained by the Committee pursuant to Section 5.

1.2      "Acquisition Loan" means an Exempt Loan (or other extension of credit)
         used by the Trust to finance the acquisition of Qualifying Employer
         Securities which loan may constitute an extension of credit to the
         Trust from a party in interest.

1.3      "Adjustment Factor" means the cost of living adjustment factor
         prescribed by the Secretary of the Treasury under Section 415(d) of the
         Code for years beginning after December 31, 1988, as applied to such
         items and in such manner as the Secretary shall provide.

1.4      "Affiliate" means any employer aggregated with the Employer under
         Section 414(b), (c), (m), or (o) of the Code.

1.5      "Anniversary Date" means the last day of the Plan Year.

1.6      "Board of Directors" means the Board of Directors of the Company.

1.7      "Cash Compensation" means the sum of (i) an Employee's wages which are
         subject to federal income tax withholding pursuant to Section 3401(a)
         of the Code, and (ii) any amounts withheld from the Employee under a
         plan qualified under Section 125 or 401(k) of the Code and sponsored by
         the Employer within a Plan Year. In no event, however, shall an
         Employee's Cash Compensation (a) for any Plan Year beginning after
         December 31, 1993 and before January 1, 2002 include any compensation
         in excess of $150,000 (or such other amount as may be permitted under
         section 401(a)(17) of the Code); and (b) for any Plan Year beginning
         after December 31, 2001 include any compensation in excess of $200,000
         (or such other amount as may be permitted under section 401(a)(17) of
         the Code). If there are less than twelve (12) months in the Plan Year,
         the compensation limitation (as adjusted) shall be prorated by
         multiplying such limitation by a fraction, the numerator of which is
         the number of months in the Plan Year and the denominator of which is
         twelve (12). For purposes of applying the foregoing limitation in any
         Plan Year beginning prior to January 1, 1997 to any person who is a
         Five Percent Owner or who is one of the 10 Highly Compensated Employees
         with the highest Total Compensation (determined prior to the
         application of this sentence), any Cash Compensation paid to the spouse
         of such person or to any lineal descendant of such person who has not
         attained age 19 on or before the last day of such calendar year shall
         be deemed to have been paid to such person. If, as a result of the
         application of such family

<PAGE>

         aggregation rules the adjusted compensation limitation is exceeded,
         then the limitation shall be prorated among the affected individuals in
         proportion to each such individual's compensation as determined under
         this Section prior to the application of this limitation.

1.8      "Code" means the Internal Revenue Code of 1986, as amended, together
         with regulations promulgated pursuant thereto.

1.9      "Committee" or "Administrative Committee" means the committee appointed
         to manage and administer the Plan as provided in Section 12.

1.10     "Company" means Carver Bancorp, Inc., its successors and assigns.

1.11     "Designated Beneficiary" means a natural person designated by a
         Participant or Former Participant as a Beneficiary and shall not
         include any Beneficiary designated by a person other than a Participant
         or Former Participant or any Beneficiary other than a natural person.
         If a natural person is the beneficiary of a trust which a Participant
         or Former Participant has named as his Beneficiary, such natural person
         shall be treated as a Designated Beneficiary if: (a) the trust is a
         valid trust under applicable state law (or would be a valid trust
         except for the fact that it does not have a corpus); (b) the trust is
         irrevocable or will, by its terms, become irrevocable upon the death of
         the Participant or Former Participant; (c) the beneficiaries of the
         trust who are beneficiaries with respect to the trust's interest as a
         Beneficiary are identifiable from the terms of the trust instrument;
         and (d) the following information is furnished to the Committee:

                 (i)    by the Participant or Former Participant, if any
                        distributions are required to be made pursuant to
                        Section 7.6 prior to the death of the Participant or
                        Former Participant, either: (A) a copy of the trust
                        instrument, together with a written undertaking by the
                        Participant or Former Participant to furnish to the
                        Committee a copy of any subsequent amendment within a
                        reasonable time after such amendment is made; or (B)(I)
                        a list of all of the beneficiaries of the trust
                        (including contingent and remainderman beneficiaries
                        with a description of the conditions on their
                        entitlement); (II) a certification of the Participant or
                        Former Participant to the effect that, to the best of
                        his knowledge, such list is correct and complete and
                        that the conditions of Section 1.11(a), (b) and (c) are
                        satisfied; (III) a written undertaking to provide a new
                        certification to the extent that an amendment changes
                        any information previously certified; and (IV) a written
                        undertaking to furnish a copy of the trust instrument to
                        the Committee on demand; and

                 (ii)   by the trustee of the trust within nine months after the
                        death of the Participant or Former Participant, if any
                        distributions are required to be made pursuant to
                        Section 7.6 after the death of the Participant or Former
                        Participant, either: (A) a copy of the actual trust
                        instrument for the trust; or (B)(1) a final list of all
                        of the beneficiaries of the trust (including contingent
                        and remainderman beneficiaries with a description of the
                        conditions on their entitlement) as of the date of
                        death; (II) a certification of the trustee to the effect
                        that, to the best


                                       2
<PAGE>

                        of his knowledge, such list is correct and complete and
                        that the conditions of Section 1.11(a), (b) and (c) are
                        satisfied; and (III) a written undertaking to furnish a
                        copy of the trust instrument to the Committee on demand.

1.12     "Domestic Relations Order" means a judgment, decree or order (including
         the approval of a property settlement) that is made pursuant to a state
         domestic relations or community property law and relates to the
         provision of child support, alimony payments, or marital property
         rights to a spouse, child or other dependent of a Participant or Former
         Participant.

1.13     "Effective Date" of the Plan means January 1, 1994, subject to the
         condition subsequent that it be approved and qualified under the
         Internal Revenue Code.

1.14     "Employee" shall mean any person who (a) is in the employment of the
         Employer, and (b) whose wages from the Employer are subject to
         withholding for the purposes of Federal Income Taxes and the Federal
         Insurance Contribution Act. "Employee" shall not include any person who
         is paid by an Employer as an independent contractor.

1.15     "Employer" means the Company, Carver Federal Savings Bank, and any
         other company which, with the Company's consent, adopts the Plan and
         joins in the Trust Agreement.

1.16     "Entry Date" means the Effective Date and the first day of the first
         and seventh months of the Plan Year. Additionally, the Committee may,
         on a uniform and nondiscriminatory basis, at any time and from time to
         time authorize a special entry date for eligible participants, but
         prior to the next regularly scheduled Entry Date.

1.17     "ESOP" means an Employee Stock Ownership Plan as defined in Section
         4975(e)(7) of the Code.

1.18     "Exempt Loan" means a loan made to the Plan which satisfies the
         requirements of Section 2550.408b-3 of the Department of Labor
         Regulations, Section 54.4975-7(b) of the Treasury Regulations, and the
         Trust Agreement.

1.19     "Financed Shares" means shares of Qualifying Employer Securities
         acquired by the Trust with the proceeds of an Acquisition Loan, whether
         or not pledged as collateral to secure the repayment of such
         Acquisition Loan.

1.20     "Five Percent Owner" means, for any Plan Year, a person who, during
         such Plan Year, owned (or was considered as owning for purposes of
         section 318 of the Code): (a) more than 5% of the value of all classes
         of outstanding stock of any Affiliate; or (b) stock possessing more
         than 5% of the combined voting power of all classes of outstanding
         stock of any Affiliate.

1.21     "Forfeiture" shall mean that portion of a Participant's Account that is
         not vested, and occurs on the earlier of (1) the last day of the Plan
         Year in which the Participant terminates employment, provided the
         Participant is not reemployed prior thereto, or (2) the last day of the
         Plan Year in which the Participant incurs his fifth consecutive Break
         in Service.


                                       3
<PAGE>

1.22     "Former Participant" means a Participant whose participation in the
         Plan has terminated due to termination of employment, death, Disability
         or retirement after attaining the Normal Retirement Age.

1.23     "Highly Compensated Employee" means, for any Plan Year, an Employee

         (a)     for Plan Years beginning before January 1, 1997, any Employee
                 or person employed by an Affiliate who:

                 (i)    at any time during such Plan Year or the immediately
                        preceding Plan Year was a Five Percent Owner; or

                 (ii)   is a member of the group consisting of the 100 Employees
                        and persons employed by any Affiliate who received the
                        greatest Total Compensation for such Plan Year and
                        during such Plan Year:

                        (A)     received Total Compensation for such Plan Year
                                in excess of $75,000 (or such higher amount as
                                may be permitted under section 414(q) of the
                                Code); or

                        (B)     received Total Compensation for such Plan Year
                                that was in excess of both (I) $50,000 (or such
                                higher amount as may be permitted under section
                                414(q) of the Code) and (II) the Total
                                Compensation for such Plan Year of at least 80%
                                of the Employees and persons employed by any
                                Affiliate for such Plan Year; or

                        (C)     was an Officer of the Employer or any Affiliate
                                and received Total Compensation for such Plan
                                Year in excess of 50% of the amount in effect
                                under section 415(b)(1)(A) of the Code for such
                                Plan Year; or

                 (iii)  during the immediately preceding Plan Year:

                        (A)     received Total Compensation for such Plan Year
                                in excess of $75,000 (or such higher amount as
                                may be permitted under section 414(q) of the
                                Code); or

                        (B)     received Total Compensation for such Plan Year
                                that was in excess of both (I) $50,000 (or such
                                higher amount as may be permitted under section
                                414(q) of the Code) and (II) the Total
                                Compensation for such Plan Year of at least 80%
                                of the Employees and persons employed by an
                                Affiliate for such Plan Year; or

                        (C)     was an Officer of the Employer or any Affiliate
                                and received Total Compensation for such Plan
                                Year in excess of 50% of the amount in effect
                                under section 415(b)(1)(A) of the Code for such
                                Plan Year; or


                                       4
<PAGE>

         (b)     for Plan Years beginning after December 31, 1996, any Employee
                 or person employed by an Affiliate who:

                 (i)    was a Five Percent Owner at any time during such Plan
                        Year or the immediately preceding Plan Year; or

                 (ii)   received Total Compensation during the immediately
                        preceding Plan Year (A) in excess of $80,000 (or such
                        other amount as may be prescribed by the Secretary of
                        the Treasury pursuant to section 401(a)(17) of the
                        Code); and (B) if elected by the Committee in such form
                        and manner as the Secretary of the Treasury may
                        prescribe, is a member of the group consisting of the
                        top 20% of Employees when ranked on the basis of Total
                        Compensation paid to Employees during such year.

                 The Company has not elected to use the top 20% election
                 mentioned in subparagraph (b) of this section. The
                 determination of who is a Highly Compensated Employee will be
                 made in accordance with section 414(q) of the Code and the
                 regulations thereunder.

1.24     "Late Retirement Date" means the Anniversary Date coinciding with or
         next following a Participant's actual Retirement Date after having
         reached his Normal Retirement Date.

1.25     (a) Subject to Section 1.25(b), a Leased Employee shall be treated as
         an Employee for purposes of the Plan. For purposes of this Section
         1.25, the term "Leased Employee" means any person (i) who would not,
         but for the application of this Section 1.25, be an Employee and (ii)
         who pursuant to an agreement between an Affiliate and any other person
         ("leasing organization") has performed for the Affiliate (or for the
         Affiliate 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 year, services of a type historically performed by
         employees in the business field of the Employer under the primary
         direction or control of an Affiliate.

         (b)     For purposes of the Plan:

                 (i)    contributions or benefits provided to the leased
                        employee by the leasing organization which are
                        attributable to services performed for the Employer
                        shall be treated as provided by the Employer; and

                 (ii)   Section 1.25(a) shall not apply to a Leased Employee if:

                        (A)     the number of Leased Employees performing
                                services for the Employer does not exceed 20% of
                                the number of the Employer's Employees who are
                                not Highly Compensated Employees; and

                        (B)     such Leased Employee is covered by a money
                                purchase pension plan providing (I) a
                                nonintegrated contribution rate of at least 10%
                                of the


                                       5
<PAGE>

                                Leased Employee's compensation; (II) immediate
                                participation; (III) full and immediate vesting;
                                and (IV) coverage for all of the employees of
                                the leasing organization (other than employees
                                who perform substantially all of their services
                                for the leasing organization).

1.26     "Limitation Year" means the Plan Year.

1.27     "Loan Suspense Account" means an account in which Qualifying Employer
         Securities are held and which has not been allocated to Participant's
         Accounts because they were purchased with borrowed funds pursuant to
         the provisions of Section 13.4 hereof or transferred to such account
         pursuant to the terms hereof.

1.28     "Military Service" means service in the armed forces of the United
         States, including but not limited to, Qualified Military Service. It
         may also include, if and to the extent that the Board so provides and
         if all Participants and Former Participants in like circumstances are
         similarly treated, special service for the government of the United
         States and other public service.

1.29     "Non Highly Compensated Employee" means an Employee who is not a Highly
         Compensated Employee.

1.30     "Non-Key Employee" means an Employee who is not a Key Employee. Non-Key
         Employees shall include Employees who are former Key Employees.

1.31     "Normal Retirement Age" means the date a Plan Participant, if still an
         Employee, attains age 65.

1.32     "Normal Retirement Date" means the last day of the month coincident
         with, or next following, the date upon which a Participant attains his
         Normal Retirement Age.

1.33     "Officer" means an Employee who is an administrative executive in
         regular and continued service with any Affiliate; provided, however,
         that at no time shall more than the lesser of (a) 50 Employees or (b)
         the greater of (i) 3 Employees or (ii) 10% of all Employees be treated
         as Officers. The determination of whether an Employee is to be
         considered an Officer shall be made in accordance with section 416(1)
         of the Code.

1.34     "Other Investments Account" means the Account of a Participant which
         reflects his interest in the Plan attributable to Trust assets other
         than Qualifying Employer Securities.

1.35     "Participant" means an Employee who is included in the Plan as provided
         in Section 2.1.

1.36     "Participant's Account" means a separate account, maintained in the
         aggregate by the Committee, for each Participant with respect to his
         total interest in the Plan and Trust.

1.37     "Participant's Company Stock Account" means the Participant's Account
         credited with Qualifying Employer Securities.


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<PAGE>

1.38     "Plan" means the Carver Bancorp, Inc. Employee Stock Ownership Plan as
         set forth herein.

1.39     "Plan Year" means the 12 month period ending on December 31 of each
         year. The initial Plan Year shall begin on the Effective Date and end
         on December 31.

1.40     "Pregnancy or Child Care Leave of Absence" shall mean, with respect to
         a Plan Year commencing on or after July 1, 1984, a compensated or
         uncompensated leave of absence of fixed or indefinite duration granted
         to an Employee by the Employer or an Affiliate pursuant to a written
         request which is submitted to the Employer or Affiliate by the Employee
         no later than thirty (30) days prior to the first day of the proposed
         leave of absence that is sought (i) because of the pregnancy of the
         Employee, (ii) because of the birth of a child of the Employee, (iii)
         because of the placement of a child with the Employee in connection
         with the adoption of such child by such Employee or for the purpose of
         enabling the Employee to care for a child for a period beginning
         immediately after the birth of such child to the Employee, or (iv)
         because of the placement of such child with the Employee, or (v)
         because of an absence of not more than two (2) consecutive calendar
         years in duration which, upon his return to the employ of an Employer
         or an Affiliate, the Employee demonstrates to the satisfaction of the
         Employer to have been for one of the four aforementioned purposes.

1.41     "Qualified Domestic Relations Order" means a Domestic Relations Order
         that: clearly specifies (i) the name and last known mailing address of
         the Participant or Former Participant and of each person given rights
         under such Domestic Relations Order, (ii) the amount or percentages of
         the Participant's or Former Participant's benefits under this Plan to
         be paid to each person covered by such Domestic Relations Order, (iii)
         the number of payments or the period to which such Domestic Relations
         Order applies, and (iv) the name of this Plan; and (b) does not require
         the payment of a benefit in a form or amount that is not otherwise
         provided for under the Plan, or (ii) inconsistent with a previous
         Qualified Domestic Relations Order.

1.42     "Qualified Election Period" means the six Plan Year period beginning
         with the Plan Year after the Plan Year in which the Participant first
         becomes a Qualified Participant.

1.43     "Qualified Military Service" means with respect to any person on any
         date, any service in the uniformed services of the United States (as
         defined in chapter 43 of Title 38 of the United States Code) completed
         prior to such date, but only if, on such date, such person is entitled
         to re-employment rights with respect to an Affiliate on account of such
         service.

1.44     "Qualified Participant" means a Participant who has attained age 55 and
         who has completed at least 10 years of participation in the Plan.

1.45     "Qualifying Employer Securities" or "Company Stock" means the shares of
         common stock of the Company as described in Section 4975(e)(8) of the
         Code (or of a corporation which is a member of a controlled group with
         the Company) which is readily tradeable on an established securities
         market; or if not readily tradeable, meets the following criteria:


                                       7
<PAGE>

         (a)     is a common stock issued by the Company (or by a corporation
                 which is a member of the same controlled group) having a
                 combination of voting power and dividend rights equal to or in
                 excess of that class of common stock having the greatest voting
                 power, and

         (b)     that class of common stock having the greatest dividend rights.

         Noncallable preferred stock shall be deemed to be "Qualifying Employer
         Securities" if such stock is convertible at any time into stock which
         constitutes "Qualifying Employer Securities" hereunder and if such
         conversion is at a conversion price which (as of the date of the
         acquisition by the Trust) is reasonable.

1.46     "Retroactive Contribution" means a contribution made on a retroactive
         basis in respect of a period of Qualified Military Service in
         accordance with Section 6.2.

1.47     "Service" means any computation period during which an Employee was in
         the employment of the Employer or an Affiliate including service before
         the Effective Date of this Plan. It shall include any period during
         which an Employee is on leave of absence authorized by his Employer.
         All leaves of absence shall be granted in a uniform and
         non-discriminatory manner to all Employees in similar circumstances.

         (a)     Any Participant who leaves the active Service of the Employer
                 or an Affiliate Company to enter the Armed Forces of the United
                 States of America during a period of national emergency or
                 compulsory military Service law of the United States of America
                 shall be deemed to be on leave of absence during the period of
                 his Service in such Armed Forces and during any period after
                 his discharge from such Armed Forces in which his re-employment
                 rights are guaranteed by law.

         (b)     "Year of Service" shall mean any computation period during
                 which an Employee completes one thousand (1,000) or more Hours
                 of Service. A Year of Service for purposes of determining an
                 Employee's eligibility to participate in the Plan shall be
                 defined as a twelve consecutive month period during which the
                 Employee remains in the Service of the Employer (regardless of
                 his Hours of Service). The initial eligibility computation
                 period is the twelve-consecutive month period beginning on the
                 date the Employee first performs an Hour of Service for the
                 Employer. Succeeding eligibility computation periods shall
                 commence with the first Plan Year which commences prior to the
                 first anniversary of the Employee's initial eligibility
                 computation period regardless of whether the Employee remains
                 in the Service of the Employer during his initial eligibility
                 computation period. For vesting purposes, a Year of Service
                 shall be any Plan Year, or calendar year prior to the Effective
                 Date, in which an Employee completes 1,000 Hours of Service
                 after attainment of age 18; provided that no more than five
                 Years of Service shall be credited for employment before the
                 Effective Date.

         (c)     "Hour of Service" means each hour for which an Employee is
                 directly or indirectly paid or entitled to payment by the
                 Employer or an Affiliate for the performance of duties.


                                       8
<PAGE>

                 These hours shall be credited to the Employee for the
                 computation period or periods in which the duties are
                 performed.

                 Hours of service to be credited for each hour for which an
                 Employee is paid, or entitled to payment, by the Employer or an
                 Affiliate on account of a period of time during which no duties
                 are performed, irrespective of whether the employment
                 relationship has terminated due to vacation, holiday, illness,
                 incapacity (including disability), layoff, jury duty, military
                 duty, or leave of absence. No more than 501 Hours of Service
                 shall be credited under this paragraph for any single
                 continuous period (whether or not such period occurs in a
                 single computation period).

                 Hours of service to be credited for each hour for which back
                 pay, irrespective of mitigation of damage, has been either
                 awarded or agreed to by the Employer. These hours shall be
                 credited to the Employee for the computation period or periods
                 to which the award or agreement pertains rather than the
                 computation period in which the award, agreement, or payment
                 was made.

                 For purposes of crediting Hours of Service for periods during
                 which no duties were performed, the method of determining the
                 number of hours to be credited and the method of crediting such
                 hours to computation periods shall conform to the requirements
                 set forth in Sections 2530.200(b) 2(b) and (c) of the
                 Department of Labor Regulations.

                 Solely for purposes of determining whether a Break in Service
                 for participation and vesting purposes has occurred in a
                 computation period, an individual who is absent from work for
                 maternity or paternity reasons shall receive credit for the
                 hours of Service which would otherwise have been credited to
                 such individual, but for such absence, or in any case in which
                 such hours cannot be determined, 8 hours of Service per day of
                 such absence. For purposes of this paragraph, an absence from
                 work for maternity or paternity reasons means an absence (1) by
                 reason of the pregnancy of the individual, (2) by reason of a
                 birth of a child of the individual, (3) by reason of the
                 placement of a child with the individual in connection with the
                 adoption of such child by such individual, or (4) for purposes
                 of caring for such child for a period beginning immediately
                 following such birth or placement. The hours of Service
                 credited under this paragraph shall be credited (1) in the
                 computation period in which the absence begins if the crediting
                 is necessary to prevent a break in Service in that period, or
                 (2) in all other cases, in the following computation period.

         (d)     "Benefit Accrual Computation Period" means defined as the Plan
                 Year.

         (e)     "Vesting Computation Period" means the Plan Year.

         (f)     "Break in Service" means any computation period in which an
                 Employee works five hundred (500) Hours of Service or less.
                 Except as otherwise provided above, any year in which an
                 Employee works more than five hundred (500) Hours of Service,
                 but less


                                       9
<PAGE>

                 than one thousand (1,000) Hours of Service shall not be
                 recognized as Service, but this shall not be a Break in
                 Service.

         (g)     In the event that an Employee who incurred a Break in Service
                 is subsequently re-employed, his Years of Service shall be
                 cumulative for vesting purposes, except that if the Employee,
                 at the time of his Break in Service, had no vested interest and
                 the number of consecutive one-year Breaks in Service equals or
                 exceeds the greater of five or the number of pre-break Years of
                 Service, Years of Service prior to such Breaks in Service shall
                 be disregarded. The same provision shall apply in the case of
                 an Employee whose Service has been broken because he worked
                 less than five-hundred (500) Hours of Service in a given Plan
                 Year when he resumes working at least one thousand (1,000)
                 Hours of Service per Plan Year.

1.48     "Spouse" shall mean the lawful husband or wife of a Participant on the
         date specified.

1.49     "Taxable Year" means, with respect to each Employer, the fiscal year
         adopted by such company from time to time for Federal income tax
         purposes.

1.50     "Total Disability" or "Disability" means a physical or mental condition
         of a Participant resulting from bodily injury, disease, or mental
         disorder which renders him incapable of continuing any gainful
         occupation and which condition constitutes total disability under the
         Federal Social Security Acts.

1.51     "Trust Agreement" means the trust agreement set forth in Part II of
         this Plan.

1.52     "Trust Fund" means the fund described in Section 13, and maintained in
         accordance with the terms of the Trust Agreement.

1.53     "Trustee(s)" means the person(s), or corporation(s), accepting the
         appointment of Trustee(s) and acting as such, including any successor
         Trustee(s), pursuant to the Trust Agreement.

1.54     "Valuation Date" means the last day of the Plan Year of the Trust Fund.
         The fair market value of the assets in the Trust Fund as of any
         valuation date shall be determined as the close of business on such
         date, or, if such date is not a business day, as of the close of
         business on the next preceding business day. On the Valuation Date the
         Account balances are valued to determine if the plan is top-heavy. The
         Valuation Date shall also be the Determination Date for Top-Heavy Plan
         calculations.

                                    SECTION 2

                                   Eligibility

2.1      Participation. Subject to Section 2.6, each Employee shall become a
         Participant, if still an Employee, on the Entry Date next following the
         later of (i) his attainment of age 21, and (ii) his completion of one
         (1) Year of Service for eligibility purposes; provided that anyone who


                                       10
<PAGE>

         is an Employee on the date of the conversion of Carver Federal Savings
         Bank from a mutual to a stock form of ownership shall become a
         Participant as of the Effective Date.

         An Employee who terminates employment prior to meeting the service
         requirement set forth in Section 2.1 shall be treated as a new Employee
         on the date of his rehire, but only if a Break in Service has occurred
         prior to such date of rehire. An Employee meeting the above-stated
         service requirement, but who terminates employment prior to becoming a
         Participant, shall become a Participant as of the date of rehire, if a
         Break in Service has not occurred prior to such rehire. A rehired
         Employee who was a former Participant, shall become a Participant upon
         his date of rehire.

2.2      Annual Allocations. A Participant shall be entitled to share in any
         allocation of the Employer's contribution for a particular Plan Year if
         and only if: (i) the Participant completes 1000 or more Hours of
         Service during the Plan Year and remains an Employee as of the last day
         of such Plan Year; or (ii) the Participant ceases to be an Employee
         during the Plan Year because of his Normal Retirement Age, death or
         Disability.

2.3      Annual Employer Report to Committee. Within sixty (60) days after the
         last day of the Fiscal Year, the Employer shall certify to the
         Committee in writing such information from its records with respect to
         Employees as the Committee may require in order to determine the
         identity and interests of the Participants and otherwise to perform its
         duties hereunder.

         Any certification by the Employer of information to the Committee
         pursuant to this Plan shall, for all purposes of this Plan, be binding
         on all parties in interest, provided that whenever any Employee proves
         to the satisfaction of the Employer that his period of Service or his
         Cash Compensation as so certified is incorrect, the Employer shall
         correct such certification. The Service of any Employee shall be
         determined solely by reference to the data certified to the Committee
         by the Employer.

         The determination of the Committee as to the identity of the respective
         Participants and as to their respective interests shall be binding upon
         the Employer, the Trustees, the Employees, the Participants and all
         beneficiaries.

2.4      Transfers. Whenever any Participant is transferred from one Employer
         who is a party to the Plan to another Employer who is a party to the
         Plan, the Participant may continue on as a Participant in the Plan
         without any interruption as if the Participant had at all times been an
         Employee of the new Employer; and in the event an affiliated company
         ceases to be an Affiliate for any reason whatsoever, this event shall
         not affect the continued participation in this Plan of any Participant
         who becomes an Employee of the Employer or any other Affiliate under
         this Plan, and the Committee shall transfer the Participant's Account
         from the account of the withdrawing Affiliate to the Employer or new
         Affiliate.

2.5      Breaks-in-Service. A Participant who terminates employment with an
         Employer or suffers a Break-in-Service shall cease to be an active
         Participant in this Plan and his Participant's Account shall be placed
         on inactive status. Except as provided in Section 2.2, the inactive
         Participant shall not share in the Employer's contribution for that
         Plan year, but his accounts


                                       11
<PAGE>

         shall continue to receive income allocations. Thus, he shall remain a
         Participant until his account balances have been distributed to him.
         Termination of employment may have resulted from voluntary or
         involuntary termination of employment, unauthorized absence, or by
         failure to return to active employment with the Employer by the date on
         which an Authorized Leave of Absence expired.

2.6      Military Service. In the case of a termination of service of any
         Employee to enter directly into Military Service, the entire period of
         his absence shall be treated, for purposes of vesting and eligibility
         for Participation (but not, except as required by law, for purposes of
         eligibility to share in allocations of contributions in accordance with
         Sections 5 and 6), as if he had continued employment during the period
         of his absence. In the event of the re-employment of such person by any
         Affiliate within a period of not more than six months:

         (a)     after he becomes entitled to release or discharge, if he has
                 entered into the uniformed services of the United States;

         (b)     release from hospitalization continuing after discharge from
                 the uniformed services of the United States for a period of not
                 more than two years; or

         (c)     after such service terminates, if he has entered into other
                 service defined as Military Service;

         such period, also, shall be deemed to be Military Service.

2.7      Excluded Employees. An Employee shall not participate in the Plan if he
         is either (i) a Leased Employee, (ii) classified as an "independent
         contractor" by the Employer, even if considered an employee under
         applicable law or (iii) is included in a unit of Employees covered by
         an agreement which the Secretary of Labor finds to be a collective
         bargaining agreement between Employee representatives and the Employer
         or one or more Affiliates, including the Company, if there is evidence
         that retirement benefits were the subject of good faith bargaining
         between such Employee representatives and the Employer or such
         Affiliates. For this purpose, "Employee Representatives" will not
         include any organization more than half of whose members are Employees
         who are owners, officers, or executives of the Employer or an
         Affiliate.

                                    SECTION 3

                             Employer Contributions

3.1      Amount of Employer Contributions.

         (a)     The amount to be contributed by an Employer shall be determined
                 annually by resolution of its Board of Directors, but shall not
                 exceed the maximum amount deductible under the applicable
                 provisions of Section 404 of the Code.


                                       12
<PAGE>

         (b)     The Committee shall maintain a separate Account for each
                 Participant, to which it shall credit the Participant's share
                 of all contributions, in accordance with Section 5, and which
                 shall be revalued in accordance with Section 6.

         (c)     The fact that the Company or another Employer may make no
                 contribution hereunder for any Taxable Year shall not be deemed
                 to terminate the Plan or the Trust created hereunder.

3.2      Payment of Employer Contributions.

         (a)     The Employer's contributions for each Taxable Year shall be
                 paid directly to the Trustees. As soon as practicable after the
                 time of each such payment, the Employer shall notify the
                 Committee of the amount of such contribution. The amount of
                 each such contribution shall be certified to be true and
                 correct and accordance with the terms of the Plan by the
                 Employer or by the independent accounting firm regularly
                 employed by the Employer, and such certification shall be final
                 and conclusive upon all persons interested in the Plan. No
                 adjustment affecting the Employer's net profit for any taxable
                 year, made subsequent to the payment of the Employer's
                 contribution to the Trustees and resulting from audit of the
                 Employer's Federal income tax return or otherwise, shall change
                 the amount of such contributions. The Employer's contribution
                 for any Plan Year shall be paid in full during the Plan Year,
                 or as soon as practicable after the close of such year, but not
                 later than the time prescribed by law for filing the Employer's
                 Federal income tax return for such year (including extensions
                 thereof).

         (b)     Employer contributions will be paid in cash or Qualifying
                 Employer Securities as the Employer's Board of Directors may
                 from time to time determine. Shares of Qualifying Employer
                 Securities will be valued at their then fair market value.
                 However, to the extent that the Trust has current obligations,
                 including amounts necessary to provide sufficient cash to pay
                 any currently maturing obligations under an Acquisition Loan,
                 the Employer contributions will be paid to the Trust in cash
                 subject to the discretion of the Employer's Board of Directors.
                 The Employer contribution will be paid to the Trust on or
                 before the date required to make such contribution qualify as a
                 deduction on the Employer's Federal income tax return for the
                 year.

         (c)     The Employer may make contributions to the Plan in whole or in
                 part in the form of Qualifying Employer Securities, provided
                 the Employer uses the fair market value of the securities as of
                 the date such contribution is made, as determined by an
                 independent appraiser, if required under Section 401(a)(28)(C)
                 of the Code, engaged by the Committee. Such stock may be
                 obtained from its own reserve or treasury stock, or it may be
                 obtained from open market purchases.

3.3      Payment of Administrative Expenses. The Employer intends to provide all
         funds required for the administrative expenses of the Plan. Funds not
         so provided by the Employer may be


                                       13
<PAGE>

         paid first from any other Employer, next from the Trust's earnings, and
         then from its principal.

3.4      Mistake in Fact. If, due to a mistake in fact, the Employer
         contributions to the Trust for any Plan Year exceeds the amount to be
         contributed by it, notwithstanding any provision to the contrary, the
         Committee shall direct the Trustee, as soon as such a mistake in fact
         is discovered, to either segregate such amount and return such amount
         to the Employer within one year after the payment of the contribution
         or apply it towards the contribution of the Employer for the next Plan
         Year(s).

3.5      Failure of Initial Plan Qualification. In the event that the
         Commissioner of Internal Revenue determines that the Plan is not
         initially qualified under the Code, any contribution made incident to
         that initial qualification by the Employer shall be returned to the
         Employer within one year after the date the initial qualification is
         denied, but only if the application for the qualification is made by
         the time prescribed by law for filing the Employer's return for the
         taxable year in which the Plan is adopted, or such later date as the
         Secretary of the Treasury may prescribe.

                                    SECTION 4

                           Participants Contributions

4.1      No Employee Contributions. No Employee contributions shall be permitted
         under this Plan.

4.2      No Rollovers. The Trustee shall not accept "Rollover Contributions"
         from any Participant.

                                    SECTION 5

                           Allocation of Contributions

5.1      Allocations Generally. The Employer contribution, as determined under
         Section 3.1, and Forfeitures for each Plan Year shall be allocated by
         the Committee, as of the close of such Plan Year, between the Accounts
         of all Participants entitled under Section 2.2 to share in the
         allocation, as follows:

         The Employer contribution and Forfeitures shall be allocated to each
         such Participant's Account in proportion to the ratio which his Cash
         Compensation for the Plan Year bears to the total Cash Compensation of
         all such Participants eligible to share in Employer contributions for
         the Plan Year; provided that with respect to Participants who are
         Highly Compensated Employer's and entitled under Section 2.2 hereof to
         share in an allocation for the Plan Year, their Cash Compensation for
         purposes of this Section shall be reduced pro rata to the extent
         necessary to ensure that their aggregate Cash Compensation for the Plan
         Year does not exceed one third of the aggregate Cash Compensation of
         all Participants who are entitled under Section 2.2 to share in an
         allocation for the Plan Year.


                                       14
<PAGE>

5.2      Maximum Limitations on Allocations of Contributions.

         (a)     The maximum annual additions that may be contributed or
                 allocated to a Participant's Account for any Limitation Year
                 shall not exceed the lesser of the "defined contribution dollar
                 limitation" (as defined in Section 5.2(b) hereof), and 25
                 percent of the Participant's "Total Compensation" (as defined
                 in Section 5.2(c) hereof). Annual additions to a Participant's
                 Account include the sum of:

                 (i)    Employer contributions and contributions made under a
                        salary reduction agreement pursuant to sections 401(k),
                        408(k) or 403(b) of the Code under any qualified defined
                        contribution plan (other than this Plan) or a
                        tax-deferred annuity maintained by the Employer,

                 (ii)   Forfeitures,

                 (iii)  the sum of all of the Participant's after-tax
                        contributions and nondeductible voluntary contributions
                        under any other qualified plan maintained by the
                        Employer,

                 (iv)   amounts allocated, after March 31, 1984, to an
                        individual medical account, as defined in Code Section
                        415(1)(2), that is part of a pension or annuity plan
                        maintained by the Employer,

                 (v)    amounts derived from contributions paid or accrued after
                        December 31, 1985, in taxable years ending after such
                        date, that are attributable to post-retirement medical
                        benefits allocated to the separate account of a Key
                        Employee, as defined in Section 11.7.7 hereof, under a
                        welfare benefit fund, as defined in Code Section 419(e),
                        maintained by the Employer, and

                 (vi)   allocations under a simplified employee pension.

         (b)     The defined contribution dollar limitation shall be:

                 (i)    for Limitation Years beginning after December 31, 1994
                        and before January 1, 2002, the lesser of: (A) $30,000
                        (or such other amount as is permissible under section
                        415(c)(1)(A) of the Code), or (B) twenty-five percent
                        (25%) of the Participant's Total Compensation paid
                        during such Limitation Year; and

                 (ii)   for Limitation Years beginning after December 31, 2001,
                        the lesser of: (A) $40,000 (or such other amount as is
                        permissible under section 415(c)(1)(A) of the Code), or
                        (B) one hundred percent (100%) of the Participant's
                        Total Compensation paid during such Limitation Year.

                 In determining the above limitations, all defined contribution
                 plans of the Employer shall be considered as one plan.


                                       15
<PAGE>

         (c)     "Total Compensation" for any person during any period means the
                 total compensation paid to such person during such period by
                 all Affiliates which is required to be reported to such person
                 on a written statement under section 6041(d), 6051(a)(3) and
                 6052 of the Code, plus any elective deferrals (within the
                 meaning of section 402(g) of the Code) under any qualified cash
                 or deferred arrangement described in section 401(k) of the Code
                 and maintained by any Affiliate, any tax- deferred annuity
                 described in section 403(b) of the Code and maintained by any
                 Affiliate, any salary reduction simplified employee pension
                 plan described in section 408(k) of the Code and maintained by
                 any Affiliate, any salary reduction contributions under any
                 cafeteria plan described in section 125 of the Code and
                 maintained by any Affiliate and any salary reduction
                 contributions under any qualified transportation fringe
                 benefits plan described in section 132(f) of the Code and
                 maintained by an Affiliate. In no event shall a person's Total
                 Compensation (a) for any Plan Year beginning after December 31,
                 1993 and before January 1, 2002 include any compensation in
                 excess of $150,000 (or such other amount as may be permitted
                 under section 401(a)(17) of the Code); and (b) for any Plan
                 Year beginning after December 31, 2001 include any compensation
                 in excess of $200,000 (or such other amount as may be permitted
                 under section 401(a)(17) of the Code). If there are less than
                 twelve (12) months in the Plan Year, the compensation
                 limitation (as adjusted) shall be prorated by multiplying such
                 limitation by a fraction, the numerator of which is the number
                 of months in the Plan Year and the denominator of which is
                 twelve (12). In addition, for Limitation Years after 1997, each
                 Employee's Total Compensation shall include any amounts by
                 which the Employee's compensation paid by the Employer or any
                 Affiliate has been reduced pursuant to a compensation reduction
                 agreement under the terms of any plan described in section 457
                 of the Code.

                 Notwithstanding the foregoing, for purposes of this Section 5.2
                 only, Total Compensation for a Participant who is Totally
                 Disabled is the Total Compensation such Participant would have
                 received for the Plan Year if the Participant had been paid at
                 the annual rate of Total Compensation paid immediately before
                 becoming Totally Disabled; such imputed Total Compensation for
                 the disabled Participant may be taken into account only if the
                 Participant is not a Highly Compensated Employee and
                 contributions made on behalf of such Participant are
                 nonforfeitable when made.

         (d)     If a short Plan Year is created because of an amendment
                 changing the Plan Year to a different 12-consecutive month
                 period, the maximum permissible annual additions will not
                 exceed the defined contribution dollar limitation multiplied by
                 the following fraction:

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

         (e)     Should not more than one-third of the Employer contributions
                 for a year which are deductible be allocated to Highly
                 Compensated Employees, the above annual addition limits shall
                 not include Forfeitures of Qualifying Employer Securities if
                 such


                                       16
<PAGE>

                 securities were acquired with the proceeds of an Acquisition
                 Loan or acquired with deductible Employer contributions used to
                 pay interest on such Acquisition Loan and charged to such
                 Participant's Account.

         (f)     If there should be an excessive annual addition for any
                 Participant's Account as a result of the allocation of
                 Forfeitures, a reasonable error in estimating a Participant's
                 annual Total Compensation, a reasonable error in determining
                 the amount of "elective deferrals" within the meaning of Code
                 Section 402(g)(3) that may be made with respect to any
                 individual under the limits of Code Section 415, or under other
                 limited facts and circumstances which the Commissioner of the
                 Internal Revenue Service finds justifiable, the excess shall be
                 held in a suspense account for the benefit of the Participant,
                 and be allocated in the subsequent Plan Year pursuant to the
                 following:

                 (i)    Any nondeductible voluntary Employee contributions, to
                        the extent they would reduce the excessive annual
                        addition, will be returned to the Participant;

                 (ii)   If after the application of paragraph (i) an excessive
                        annual addition still exists, and the Participant is
                        covered by the Plan at the end of the Limitation Year,
                        the excess in the Participant's Account will be used to
                        reduce Employer contributions (including any allocation
                        of Forfeitures) to such Account in the next Limitation
                        Year, and each succeeding Limitation Year if necessary;
                        provided that the Committee shall have the discretion,
                        to be exercised on a uniform and nondiscriminatory
                        basis, to allocate said excess to the Participant's
                        Account together with the amount otherwise allocable
                        under Section 5.1 hereof, but only to the extent
                        permissible under Code Section 401(a)(4).

                 (iii)  If after the application of paragraphs (i) and (ii) an
                        excessive annual addition still exists, and the
                        Participant is not covered by the Plan at the end of the
                        Limitation Year, the excessive annual addition will be
                        held unallocated in a suspense account. The suspense
                        account will be applied to reduce future Employer
                        contributions (including allocation of any Forfeitures)
                        for all remaining Participants in the next Limitation
                        Year, and each succeeding Limitation Year if necessary;

                 (iv)   If a suspense account is in existence at any time during
                        the Limitation Year pursuant to this section, it will
                        not participate in the allocation of the trust's
                        investment gains and losses. If a Suspense Account is in
                        existence at any time during a particular Limitation
                        Year, all amounts in the Suspense Account must be
                        allocated and reallocated to Participants' Accounts
                        before any Employer or Employee Contributions may be
                        made to the Plan for that Limitation Year. Excess
                        amounts may not be distributed directly to Participants
                        or former Participants.


                                       17
<PAGE>

5.3      Multiple Plan Reduction: If an Employee is a Participant in one or more
         defined benefit plans and one or more defined contribution plans
         maintained by the Employer, the sum of the defined benefit plan
         fraction and the defined contribution plan fraction for any year may
         not exceed 1.0 for any Limitation Year beginning prior to January 1,
         2000; provided however, that this limitation shall only apply if and to
         the extent that the benefits under the Employers qualified defined
         benefit plan or any other qualified defined contribution plan of the
         Employer are not limited so that such sum is not exceeded. The defined
         benefit plan fraction for any year is a fraction (1) the numerator of
         which is the projected "annual benefit" of the Participant under the
         Plan (determined as of the close of the Plan Year), and (b) the
         denominator of which is the lesser of: (1) the product of 1.25
         multiplied by the maximum dollar limitation in effect under Section
         415(b)(1)(A) of the Code for such year, or (2) the product of 1.4
         multiplied by the amount which may be taken into account under Section
         415(b)(1)(B) of the Code for such year.

         The defined contribution plan fraction for any year is a fraction (a)
         the numerator of which is the sum of the "annual additions" to the
         Participant's Account as of the close of the Plan Year and (b) the
         denominator of which is the sum of the lesser of the following amounts
         determined for such year and each prior year of service with the
         Employer: (1) the product of 1.25 multiplied by the dollar limitation
         in effect under Section 415(c)(1)(A) of the Code for such year
         (determined without regard to Section 415(c)(6) of the Code), or (2)
         the product of 1.4 multiplied by the amount which may be taken into
         account under Section 415(c)(1)(B) of the Code for such year. The
         compensation limitation referred to in (2) shall not apply to any
         contribution for medical benefits (within the meaning of section 401(h)
         of the Code) which is otherwise treated as an annual addition under
         Section 415(l)(1) of the Code.

         (a)     Ton-Heavy Plans. Notwithstanding the foregoing, for any
                 Top-Heavy Plan Year, 1.0 shall be substituted for 1.25 unless
                 the extra minimum allocation pursuant to Section 11.5 is being
                 made. However, for any Plan Year in which this Plan is a Super
                 Top-Heavy Plan, 1.0 shall be substituted for 1.25 in any
                 event.

                 (i)    Special Rule for Defined Contribution Fraction: At the
                        election of the Administrator, in applying the
                        provisions of Section 5.4 with respect to the defined
                        contribution plan fraction for any Plan Year ending
                        after December 31, 1982, the amount taken into account
                        for the denominator for each Participant for all Plan
                        Years ending before January 1, 1983 shall be an amount
                        equal to the product of (a) the amount of the
                        denominator determined under Section 5.2 for Plan Years
                        ending before January 1, 1982, multiplied by (b) the
                        "transition fraction".

                              For purposes of the preceding paragraph, the term
                              "transition fraction" means a fraction (a) the
                              numerator of which is the lesser of (1) $51,875 or
                              (2) 1.4 multiplied by twenty-five percent (25%) of
                              the Participant's Total Compensation for the Plan
                              Year ending in 1981, and (b) the denominator of
                              which is the lesser of (1) $41,500 or (2)
                              twenty-five percent (25%) of the Participant's
                              Total Compensation for the Plan Year ending in
                              1981.


                                       18
<PAGE>

                 (ii)   Excessive Benefit: If the sum of the defined benefit
                        plan fraction and the defined contribution plan fraction
                        shall exceed 1.0 in any year for any Participant in this
                        Plan, the Employer shall adjust the numerator of the
                        defined contribution plan fraction so that the sum of
                        both fractions shall not exceed 1.0 in any year for such
                        Participant.

                 (iii)  Limitation Year: For purposes of determining "annual
                        additions", the limitation year shall be the Plan Year.

                 (iv)   In the case of a group of Employers which constitutes
                        either a controlled group of corporations, trades or
                        businesses under a common control (as defined in Section
                        1563(a) or Section 414(b) or (c) as modified by Section
                        415(h) of the Code), or an affiliated service group (as
                        defined by Section 414(m) of the Code), all such
                        Employers shall be considered as a single Employer for
                        purposes of applying the limitation of Section 415 of
                        the Code.

         (b)     Coordination of Plans. If the Employer maintains one or more
                 defined contribution plans in addition to this Plan, and there
                 is an excessive annual addition to any Participant's Account,
                 said excess shall be addressed in the first instance under the
                 other defined contribution plans. To the extent an excess
                 remains after exhaustion of the procedures set forth under such
                 other defined contribution plans, the excess shall be
                 eliminated pursuant to Section 5.2(f) of this Plan.

                                    SECTION 6

                      Allocation to Participant's Accounts

6.1      General Rules.

         (a)     The Company Stock Account maintained for each Participant will
                 be credited annually with his allocable share of Qualifying
                 Employer Securities (including fractional shares) purchased and
                 paid for by the Trust or contributed in kind to the Trust.

                 Financed Shares shall initially be credited to a "Loan Suspense
                 Account" and shall be allocated to the Company Stock Accounts
                 of Participants only as payments on the Acquisition Loan are
                 made by the Trustee. The number of Financed Shares to be
                 released from the Loan Suspense Account for allocation to
                 Participant's Company Stock Accounts for each Plan Year shall
                 be determined by the Plan Committee in the Exempt Loan
                 documents under either method (1) or (2) below, as follows:

                 (1)    General Method - The number of Financed Shares held in
                        the Loan Suspense Account immediately before the release
                        for the current Plan Year shall be multiplied by a
                        fraction. The numerator of the fraction shall be the
                        amount of principal and interest paid on the Acquisition
                        Loan for that Plan Year. The denominator of the fraction
                        shall be the sum of the numerator plus the total


                                       19
<PAGE>

                        payments of principal and interest on that Acquisition
                        Loan projected to be paid for all future Plan Years. For
                        this purpose, the interest to be paid in future years is
                        to be computed by using the interest rate in effect as
                        of the current allocation date.

                 (2)    Alternative Method - The Plan Committee may elect at the
                        time an Acquisition Loan is incurred (or the provisions
                        of the Acquisition Loan may provide) for the release of
                        Financed Shares from the Loan Suspense Account based
                        solely on the ratio that the payments of principal for
                        each Plan Year bear to the total principal amount of the
                        Acquisition Loan. This method may be used only to the
                        extent that: (a) the Acquisition Loan provides for
                        annual payments of principal and interest at a
                        cumulative rate that is not less rapid at any time than
                        level annual payments of such amounts for ten years; (b)
                        interest included in any payment on the Acquisition Loan
                        is disregarded only to the extent that it would be
                        determined to be interest under standard loan
                        amortization tables; and (c) the entire duration of the
                        Acquisition Loan repayment period does not exceed ten
                        years, even in the event of a renewal, extension or
                        refinancing of the Acquisition Loan.

                 The Other Investments Account maintained for each Participant
                 will be credited (or debited) annually with his share of any
                 net income (or loss) of the Trust, and with his share of
                 Employer contributions in cash. It will be debited for its
                 proportionate share of any cash payments made by the Trust for
                 the purchase of Qualifying Employer Securities or the repayment
                 of principal and interest on any Acquisition Loan.

         (b)     The Trustee shall, as of each Valuation Date, adjust each
                 Participant's Company Stock Account and Other Investments
                 Account for transactions since the date of the preceding
                 adjustment. Separate adjustments shall be made for each
                 Participant's Account as follows:

                 (i)    The number of shares of Qualifying Employer Securities
                        in each Participant's Company Stock Account shall be the
                        number of shares as of the date of the preceding
                        adjustment, but increased by (A) Qualifying Employer
                        Securities allocated to it pursuant to Section 5.1, (B)
                        stock dividends on Qualifying Employer Securities
                        previously allocated to said Account, and (C) Qualifying
                        Employer Securities acquired with funds from the
                        corresponding Other Investments Account, and shall be
                        decreased by distributions from said Account.

                 (ii)   The fair market value of each Other Investments Account
                        shall be the fair market value of assets in such Account
                        as of the date of the preceding adjustment, but
                        increased by (A) money allocated to it pursuant to
                        Section 5.1, (B) dividends on Qualifying Employer
                        Securities previously allocated to the corresponding
                        Participant's Company Stock Account, and (C) investment
                        gains, including gains attributable to the discharge of
                        an Acquisition Loan or Loans; and shall be decreased by
                        (1) distributions from said Account, (2)


                                       20
<PAGE>

                        amounts used to acquire Qualifying Employer Securities
                        for the corresponding Participant's Company Stock
                        Account, and (3) investment losses.

                 (iii)  For the purposes of subsection (b)(ii) hereof, the
                        investment gain or loss in each Other Investments
                        Account since the last adjustment shall be its pro rata
                        share of the investment gain or loss of all assets in
                        the Other Investments Account based on the change in
                        fair market value of assets therein since the last
                        adjustment and computed in accordance with uniform
                        valuation procedures established by the Trustee.

                 (iv)   Shares of Qualifying Employer Securities held in the
                        Loan Suspense Account and dividends paid thereon, funds
                        borrowed for the purchase of Qualifying Employer
                        Securities, and interest and all other costs
                        attributable to the Loan Suspense Account shall be
                        excluded for all purposes under this Section, except to
                        the limited extent provided in Section 13.7(b).

                 (v)    Adjustments made pursuant to subsections (i)(B), (i)(C),
                        (ii)(B), and (ii)(C) shall not be considered "annual
                        additions" within the meaning of Section 5.2.

6.2      Retroactive Contributions. A Participating Employer shall make a
         Retroactive Contribution in respect of any individual previously
         employed by it who is re-employed by any Affiliate after December 12,
         1994 following the completion of a period of Qualified Military
         Service. Such Retroactive Contribution shall be made in the following
         manner for each Plan Year that includes any part of the period of
         Qualified Military Service:

         (a)     An allocation percentage shall be computed by dividing (i) the
                 sum of the fair market value of all Financed Shares and only
                 other Shares made from Employer Contributions in such Plan Year
                 plus the remaining cash amount from Employer Contributions for
                 such Plan Year by (ii) the aggregate amount of Cash
                 Compensation used in the allocation for such Plan Year. Fair
                 market value for such purposes shall be determined as of the
                 last day of the Plan Year.

         (b)     A notional allocation shall be determined by multiplying (A)
                 the percentage determined under Section 6.2(a) by (B) the Cash
                 Compensation which the individual would have had for such Plan
                 Year if he had remained in the service of his Participating
                 Employer in the same capacity and earning Cash Compensation and
                 Total Compensation at the annual rate in effect immediately
                 prior to the commencement of the Qualified Military Service
                 (or, if such rates are not reasonably certain, at an annual
                 rate equal to the actual Cash Compensation and Total
                 Compensation paid to him for the 12-month period immediately
                 preceding the Qualified Military Service).

         (c)     An actual Retroactive Contribution for the Plan Year shall be
                 determined by computing the excess of (A) the notional
                 allocation determined under Section 5.4(b) over (B) the sum of
                 the fair market value of all Financed Shares and only other


                                       21
<PAGE>

                 Shares made from Employer Contributions in such Plan Year plus
                 the remaining cash amount from Employer Contributions for such
                 Plan Year actually allocated to such individual for such Plan
                 Year.

6.3      Reports to Participants. As soon as practicable after each annual
         Valuation Date, the Committee shall advise each Participant of the
         amount then credited to his Account.

6.4      Diversification -- Elections. Each Qualified Participant shall be
         permitted to direct the Plan as to the investment of twenty-five
         percent (25%) of the value of the Participant's Account Balance
         attributable to Qualifying Employer Securities. Such direction shall be
         made within the Qualified Election Period and shall be made no later
         than 90 days after the close of each Plan Year which occurs within the
         Qualified Election Period. In the case of the last Plan Year in which
         such direction may be made, the amount of permitted investment shall be
         increased to fifty percent (50%) of the Participant's Account.

6.5      Diversification -- Distributions. The portion of a Qualified
         Participant's Account Balance with respect to which a diversification
         election is made under Section 6.3 shall be distributed (without regard
         to the distribution limitations of Section 409(d) of the Code) to the
         Qualified Participant within 90 days after the last day of the period
         during which the election may be made.

6.6      Diversification -- Required Consents. Notwithstanding the foregoing,
         any election under this Section by a Qualified Participant which
         results in a distribution to such Participant shall be subject to the
         consent provisions of Section 9.4 and 10.5 of the Plan. If the consent
         is not secured, then amounts otherwise distributable under this Section
         will remain in the Plan.

                                    SECTION 7

                     Retirement and Distribution of Benefits

7.1      Vesting. At Normal Retirement Age, the Participant shall have a 100%
         nonforfeitable interest in his account. If a Participant defers his
         retirement beyond his Normal Retirement Date, he shall continue as a
         Participant until his actual retirement, but no distributions shall be
         made from his Accounts until his actual retirement (other than
         distributions required under Section 7.6), unless the Participant
         elects to withdraw all or part of his Participant's Account pursuant to
         this Section.

7.2      Distribution -- Timing. If a Participant's Service terminates by reason
         of his retirement pursuant to Section 7.1, the total balance of his
         Account (including his Other Investments Account), as of the Valuation
         Date which coincides with or next follows the date of his retirement,
         shall be distributed to him as soon as practicable thereafter.

7.3      Distribution -- Method. At such time that distributions are permissible
         under the Plan, the Participant's Company Stock Account and Other
         Investment Account shall be distributed in a lump sum.


                                       22
<PAGE>

         Unless otherwise elected by a Participant, the distribution of his
         account attributable to Qualifying Employer Securities as well as other
         (diversified) investment shall commence not later than sixty (60) days
         after the Anniversary Date coinciding with or next following his Normal
         Retirement Age (or his termination of Service, if later). However, if
         the amount of a Participant's account attributable to both Qualifying
         Employer Securities as well as other (diversified) investments cannot
         be ascertained by the Committee by the date on which such distribution
         should commence, or if the Participant cannot be located, distribution
         of his account shall commence within sixty (60) days after the date on
         which his Company Stock Account Value can be determined or after the
         date on which the Committee locates the Participant.

7.4      Distribution -- Form. Distribution of a Participant's Company Stock
         Account will be made as elected by the Participant or his Beneficiary
         either in cash or whole shares of Qualifying Employer Securities, with
         cash being paid in lieu of fractional shares. Any balance in a
         Participant's Other Investments Account will be paid in cash. If
         Qualifying Employer Securities are not available for purchase by the
         Trustee, then the Trustee shall hold such balance until Qualifying
         Employer Securities are acquired and then make such distribution. If
         the Trustee is unable to purchase Qualifying Employer Securities
         required for distribution, he shall make distribution in cash within
         one year after the date the distribution was to be made; except in the
         case of a retirement, distribution shall be made within sixty (60) days
         after the close of the Plan Year in which a Participant's retirement
         occurs. Notwithstanding the foregoing, in the case of a Plan
         established and maintained by a company, as described in Section
         409(h)(2) of the Code, which is prohibited by law or the company's
         charter or bylaws from redeeming or purchasing its own securities,
         Qualifying Employer Securities will not be required to be distributed
         if the Participant is permitted to receive a distribution in cash.

7.5      (a)     Right of First Refusal

                 Shares of the Qualifying Employer Securities distributed by the
                 Trustee shall be subject to a "right of first refusal". The
                 right of first refusal shall provide that, prior to any
                 subsequent transfer, such Qualifying Employer Securities must
                 first be offered in writing to the Employer, and then, if
                 refused by the Employer, to the Trust, at the then fair market
                 value. The Company and the Committee (on behalf of the Trust)
                 shall have a total of fourteen (14) days (from the date the
                 Participant or Beneficiary gives written notice to the
                 Employer) to exercise the right of first refusal on the same
                 terms offered by a prospective buyer. A Participant (or
                 Beneficiary) entitled to a distribution of Qualifying Employer
                 Securities may be required to execute an appropriate stock
                 transfer agreement (evidencing the right of first refusal)
                 prior to receiving a certificate for such Securities.

                 Notwithstanding the foregoing, a "right of first refusal" shall
                 not be permitted in the case of Qualifying Employer Securities
                 which are publicly traded on an established securities market.


                                       23
<PAGE>

         (b)     Put Option

                 In the case of a distribution of Qualifying Employer Securities
                 which are not readily tradeable on an established securities
                 market, the Plan shall provide the Participant with a put
                 option that complies with the requirements of Section 409(h) of
                 the Code.

                 The Employer shall issue such a "put option" to each
                 Participant receiving a distribution of Qualifying Employer
                 Securities from the Trust subject to the availability of
                 retained earnings in such amount that complying with the "put
                 option" shall not be ultra vires. The put option shall permit
                 the Participant to sell such Qualifying Employer Securities to
                 the Employer, at any time during two option periods, at the
                 then fair market value as determined as of the most recent
                 valuation date (prior to the exercise of such right) by an
                 independent appraiser meeting requirements similar to the
                 requirements of the regulations prescribed under Sections
                 170(a)(1) and 401(a)(28)(C) of the Code engaged by the
                 Committee. The first put option period shall be a period of
                 sixty (60) days beginning on the date of distribution of
                 Qualifying Employer Securities to the Participant. The second
                 put option period shall be a period of sixty (60) days
                 beginning after the new determination of the fair market value
                 of such Qualifying Employer Securities by the Committee in the
                 next following Plan Year provided that if such determination is
                 made before the 13-month anniversary date of distribution of
                 Qualifying Employer Securities to the Participant, then the
                 second put option period shall be a period of sixty (60) days
                 beginning after the new determination of the fair market value
                 of such Qualifying Employer Securities by the Committee in the
                 next following Plan Year.

                 The Trust shall have the option to assume the rights and
                 obligations of the Employer at the time the Participant
                 requires the purchase by the Employer. The Committee may be
                 permitted by the Employer to direct the Trustee to purchase
                 Qualifying Employer Securities tendered to the Employer under a
                 put option.

                 Such put option shall provide that if an Employee exercises the
                 put option, the Employer (or the Plan if the Trustee so
                 elects), shall repurchase the Qualifying Employer Securities by
                 paying the fair market value of a Participant's Account balance
                 in cash, in up to five substantially equal annual payments. The
                 first installment shall be paid no later than 30 days after the
                 Participant exercises the put option. The payor under the put
                 option will pay a reasonable rate of interest and provide
                 adequate security on amounts not paid after 30 days.

         (c)     Placement of Restrictions on Stock Certificates

                 Shares of Qualifying Employer Securities held or distributed by
                 the Trustee may include such legend restrictions on
                 transferability as the Company may reasonably require in order
                 to assure compliance with applicable Federal and State
                 securities law and with the provisions of this paragraph.
                 Except as otherwise provided in the Section, no shares of
                 Qualifying Employer Securities held or distributed by the
                 Trustee may be subject to a put, call or other option or
                 buy-sell, or similar


                                       24
<PAGE>

                 arrangement. The provisions of this Section shall continue to
                 be applicable to shares of such Securities, even if the Plan
                 ceases to be an employee stock ownership plan under Section
                 4975(e)(7) of the Code.

7.6      Minimum Required Distributions.

         (a)     Required minimum distributions of a Participant's or Former
                 Participant's Account shall commence no later than:

                 (i)    if the Participant or Former Participant attains age 70
                        1/2 before January 1, 1997, the calendar year in which
                        the Participant or Former Participant attains age
                        70 1/2; or

                 (ii)   if the Participant or Former Participant attains age 70
                        1/2 after December 31, 1996 and was not a Five Percent
                        Owner at any time during the Plan Year ending in the
                        calendar year in which he attained age 70 1/2 or during
                        any subsequent years, the later of (A) the calendar year
                        in which he attains or attained age 70 1/2 or (B) the
                        calendar year in which he terminates employment with the
                        Employer and all Affiliates; provided, however, that a
                        Participant or Former Participant may elect that his
                        distribution commence in the calendar year in which he
                        attains age 70 1/2; or

                 (iii)  if the Participant or Former Participant attains age 70
                        1/2 after December 31, 1996 and is or was a Five Percent
                        Owner at any time during the Plan Year ending in the
                        calendar year in which he attained age 70 1/2 or during
                        any subsequent years, the later of (A) the calendar year
                        in which he attains age 70 1/2 or (B) the calendar year
                        in which he first becomes a Five Percent Owner;
                        provided, however, that any Participant who is employed
                        by an Employer after December 31, 1996 may elect not to
                        receive, or to discontinue receiving, such required
                        minimum distributions until April l of the year
                        following the year in which such Participant terminates
                        employment or is or becomes a Five Percent Owner,
                        whichever is earlier.

         (b)     The required minimum distributions contemplated by Section 7.6
                 (a) shall be made as follows:

                 (i)    The minimum required distribution to be made for the
                        calendar year for which the first minimum distribution
                        is required shall be no later than April 1st of the
                        immediately following calendar year and shall be equal
                        to the quotient obtained by dividing (A) the vested
                        balance credited to the Participant's or Former
                        Participant's Account as of the last Valuation Date to
                        occur in the calendar year immediately preceding the
                        calendar year in which the first minimum distribution is
                        required (adjusted to account for any additions thereto
                        or subtractions therefrom after such Valuation Date but
                        on or before December 31st of such calendar year); by
                        (B) the Participant's or Former Participant's life
                        expectancy (or, if his Beneficiary is a Designated


                                       25
<PAGE>

                        Beneficiary, the joint life and last survivor expectancy
                        of him and his Beneficiary); and

                 (ii)   the minimum required distribution to be made for each
                        calendar year following the calendar year for which the
                        first minimum distribution is required shall be made no
                        later than December 31st of the calendar year for which
                        the distribution is required and shall be equal to the
                        quotient obtained by dividing (A) the vested balance
                        credited to the Participant's or Former Participant's
                        Account as of the last Valuation Date to occur in the
                        calendar year prior to the calendar year for which the
                        distribution is required (adjusted to account for any
                        additions thereto or subtractions therefrom after such
                        Valuation Date but on or before December 31st of such
                        calendar year and, in the case of the distribution for
                        the calendar year immediately following the calendar
                        year for which the first minimum distribution is
                        required, reduced by any distribution for the prior
                        calendar year that is made in the current calendar
                        year); by (B) the Participant's or Former Participant's
                        life expectancy (or, if his Beneficiary is a Designated
                        Beneficiary, the joint life and last survivor expectancy
                        of him and his Beneficiary).

                 For purposes of this Section 7.6 (b), the life expectancy of a
                 Participant or Former Participant (or the joint life and last
                 survivor expectancy of a Participant or Former Participant and
                 his Designated Beneficiary) for the calendar year in which the
                 Participant or Former Participant attains age 70 1/2 shall be
                 determined on the basis of Tables V and VI, as applicable, of
                 section 1.72-9 of the Income Tax Regulations as of the
                 Participant's or Former Participant's and Beneficiary's
                 birthday in such year. Such life expectancy or joint life and
                 last survivor expectancy for any subsequent year shall be equal
                 to the excess of (1) the life expectancy or joint life and last
                 survivor expectancy for the year in which the Participant or
                 Former Participant attains age 70 1/2, over (2) the number of
                 whole years that have elapsed since the Participant or Former
                 Participant attained age 70 1/2.

         (c)     Payment of the distributions required to be made to a
                 Participant or Former Participant under this Section 7.6 shall
                 be made in accordance with Sections 7.3 and 7.4.

                                    SECTION 8

                             In Event of Disability

8.1      Vesting; Timing. In the event a Participant suffers a Total Disability,
         the total balance of his Participant Account, as of the Valuation Date
         which coincides with or next follows the determination of disability,
         shall become 100% vested and distributed to him in a lump sum as soon
         as administratively practicable after such Valuation Date. All such
         distributions shall be made in accordance with Sections 7.3, 7.4 and
         7.5, except as specifically noted to the contrary herein.


                                       26
<PAGE>

8.2      Subsequent Evidence of Disability. Once each year the Committee may
         require any disabled Participant receiving a disability retirement
         benefit who has not reached his Normal Retirement date to submit
         evidence that he is still disabled.

                                    SECTION 9

                              In the Event of Death

9.1      Vesting; Timing. In the event of the death of a Participant prior to
         the distribution of the total balance of his Participant Account, the
         total balance of his Accounts, as of the Valuation Date which coincides
         with or next follows the date of his death, shall be immediately 100%
         vested and distributed in one lump sum to his primary beneficiary or,
         if the primary beneficiary does not survive the Participant, then to
         his secondary beneficiary, or if no beneficiary has been designated or
         survives, then to the Participant's estate. All such distributions
         shall be made in accordance with Sections 7.3, 7.4, and 7.5, except as
         specifically noted to the contrary herein. If the Participant dies
         after distribution of his Participant Account has begun, the remaining
         balance will continue to be paid at least as rapidly as under the
         method of distribution being used prior to the Participant's death.

9.2      Beneficiary. At any time during his life, a Participant shall be
         entitled to designate a beneficiary (including a secondary beneficiary,
         if the Participant so desires), to whom in the event of death the
         distribution provided herein shall be paid, by signing and filing with
         the Committee a written designation of beneficiary in such form as
         shall be required by the Committee. Any beneficiary so designated may
         be changed by the Participant at any time or from time to time during
         his life, by signing and filing with the Committee a written
         notification of change of beneficiary in such form as shall be required
         by the Committee. If the Participant is married, the designated
         beneficiary shall be the Participant's spouse unless an election was
         made under Section 9.4.

9.3      Beneficiary of Married Participants. In the event a married Participant
         dies while still employed by the Employer or before the Participant's
         Account is paid to the Participant, the Participant's Account must be
         paid to the Participant's surviving spouse in a lump sum within five
         years. If a Participant dies before distributions have commenced and is
         not survived by a spouse, the Participant's entire remaining interest
         must be distributed within five years after the Participant's death to
         the Participant's beneficiary or beneficiaries (or, in the absence of a
         properly appointed beneficiary or beneficiaries, pursuant to Section
         9.5).

9.4      Designation of Beneficiary. The designated beneficiary of all benefits
         payable under this Plan shall be the Spouse of such Participant on the
         date of death, unless a waiver to such designation has been completed
         and received by the Committee in the form acceptable to the Committee.
         The waiver must be in writing and must be consented to by the
         Participant's spouse with such waiver specifically acknowledging the
         non-spouse beneficiary or any subsequent change in a non-spouse
         beneficiary. The spouse's consent to a waiver must be witnessed by a
         plan representative or notary public. Notwithstanding this consent
         requirement, if the Participant establishes to the satisfaction of a
         plan representative that such written consent may not be obtained
         because there is no spouse or the spouse cannot be


                                       27
<PAGE>

         located, a waiver will be deemed a qualified election. Any consent
         necessary under this provision will be valid only with respect to the
         spouse who signs the consent. Additionally, a revocation of a prior
         waiver may be made by a Participant without the consent of the spouse
         at any time before the commencement of benefits. The number of
         revocations shall not be limited.

9.5      Absence of Beneficiary Designation. If a Participant files no
         designation of beneficiary or revokes a designation previously filed
         without filing a new designation of beneficiary, or if all persons so
         designated as beneficiary shall predecease the Participant or die prior
         to complete distribution to them, the Trustee, pursuant to Employer
         instructions, shall distribute such death benefit or balance thereof to
         the following who shall be deemed beneficiaries: to such Participant's
         surviving spouse, or if none, to such Participant's surviving issue per
         stirpes and not per capita, or if none, to the Participant's estate.

                                   SECTION 10

          In the Event of Termination of Employment or Change in Status

10.1     General Rule. Subject to the provisions of Section 7.6 "Late
         Retirement", there shall be no distributions made to a Participant
         except on account of termination of employment, death, disability as
         provided for in Section 8, or termination of the Plan. All such
         distributions shall be made in accordance with Sections 7.3, 7.4, and
         7.5, except as specifically noted to the contrary herein.

10.2     Distribution -- Timing and Form. Distribution of the Participant's
         vested interest in his Account will be made as soon as practicable
         after the end of the Plan Year in which the Participant either (i)
         terminates Service otherwise than by his death, retirement, or
         disability, and is not re-employed by the Employer or an Affiliate on
         or before receiving a distribution hereunder, or (ii) incurs his fifth
         consecutive Break in Service. Said distribution shall be made in a lump
         sum, in whole shares of Company Stock (with cash paid in lieu of
         fractional shares and with respect to the vested balance of the
         Participant's Other Investments Account).

10.3     Vesting. The non-forfeitable portion of the Participant's Account
         balance of a Participant's Account shall be a percentage of such
         Account based upon the number of Years of Service that such Participant
         has credited from his date of employment after attainment of age 18
         according to the following schedule:

                Years of Service               Present Vested
                ----------------               --------------
               Less than 2 years                      0%
                       2                             25%
                       3                             50%
                       4                             75%
                5 or more years                     100%


                                       28
<PAGE>

10.4     Forfeitures. As of each Anniversary Date, any amounts which became
         Forfeitures since the last Anniversary Date shall first be made
         available to reinstate previously forfeited account balances of Former
         Participants, if any, in accordance with Section 10.5. The remaining
         Forfeitures, if any, shall be added to the Employer's contribution made
         pursuant to Section 5.1 and allocated among the Participant's Accounts
         in the same manner as the Employer's contribution for the current year.
         In the event the allocation of Forfeitures provided herein shall cause
         the "annual addition" (as defined in Section 5.2) to any Participant's
         Account to exceed the amount allowable by the Code, the excess shall be
         reallocated in accordance with Section 5.2(b). However, a Participant
         who performs less than a Year of Service during any Plan Year shall not
         share in Forfeitures for that year, unless required pursuant to Section
         11.3. If a portion of a Participant's Account is forfeited, Company
         Stock allocated to the Participant's Company Stock Account must be
         forfeited only after the Participant's Other Investments Account has
         depleted. If interest in more than one class of Company Stock has been
         allocated to a Participant's Account, the Participant must be treated
         as forfeiting the same proportion of each such class.

10.5     Restoration of a Participant's Account Upon Reemployment. If a former
         Participant is reemployed by the Employer before incurring five (5)
         consecutive one-year Breaks-in-Service, and such Participant had
         received a distribution of his entire vested interest in his Account
         pursuant to Section 10.1 prior to being reemployed, the full amount in
         such Participant's Employer contribution Account on the date of the
         prior distribution (including vested and nonvested portions) will be
         restored if:

         (a)     The Participant repays to the Plan the full amount of the prior
                 distribution, other than his voluntary contribution, before the
                 Participant incurs five (5) consecutive one-year
                 Breaks-in-Service commencing after such withdrawal; and

         (b)     The Participant was not fully vested in the portion his
                 Participant's Account attributable to Employer contributions at
                 the time of the distribution.

10.6     Voluntary and Involuntary Cash-outs. Notwithstanding any provision of
         the Plan to the contrary, a lump sum shall be made in lieu of all
         vested benefits if the value of the vested portion of the Former
         Participant's Account $3,500 (or such other amount as may be permitted
         under section 417(e) of the Code) or less and the distribution is made
         prior to January 1, 1998 and $5,000 (or such other amount as may be
         permitted under section 417(e) of the Code) or less and the
         distribution is made on or after January 1, 1998. Such immediate lump
         sum payment shall be made in cash (unless the Participant elects to
         receive such payment in shares of Qualifying Employer Securities)
         without regard to the Participant's election related to the timing of
         such payments as soon as administratively practicable following the
         Participant's termination of employment with all Affiliates. If the
         Participant, upon termination of Service for any reason other than
         retirement, death, or Total Disability, does not consent to the payment
         of the vested portion of the Participant's Account, and if the value of
         such Account exceeds $3,500 (or such other amount as may be permitted
         under section 417(e) of the Code) and the distribution is made prior to
         January 1, 1998 and $5,000 (or such other amount as may be permitted
         under section 417(e) of the Code) on the Valuation Date immediately
         following the Employees termination of Service (or as of any


                                       29
<PAGE>

         prior Valuation Date) and the distribution is made on or after January
         1, 1998, the Committee shall direct the Trustee to place the then value
         of such Account in one (1) or more investment accounts permitted under
         the Plan in trust for the named Employee for distribution commencing on
         the Valuation Date immediately following his attainment of age 65 (or
         death, if earlier). The Account and all accumulated interest shall be
         paid to the Employee at the time he attains his Normal Retirement Age.
         In the event the Employee dies before reaching retirement age, the
         Account balance shall be paid to any beneficiary the Employee has named
         in a written designation filed with the Committee or, in the absence of
         such designation, to the Employee's estate subject to the terms of
         Section 9 of the Plan. The Trustee shall have no other responsibilities
         with respect to such accounts except that, if the balance of any such
         account shall approach the amount of federal insurance, the Trustee
         shall split the account into two (2) or more accounts.

10.7     Changes in Address. It shall be the responsibility of the terminating
         Participant to keep the Committee informed as to his address, and the
         Trustee and the Committee shall not be required to do anything further
         than sending all papers, notices, payments, or the like to the last
         address given them by such Participant unless they can be shown to have
         acted in bad faith, having had knowledge of the Participant's actual
         whereabouts.

10.8     Latest Time for Distribution. Except as limited by Sections 7, 8, 9 and
         10, whenever the Trustee is to make a distribution or to commence a
         series of payments on or before an Anniversary Date, the distribution
         or series of payments may be made or begun on such date or as soon
         thereafter as is practicable, but in no event later than 180 days after
         the Anniversary Date. Except, however, unless a Former Participant
         elects in writing to defer the receipt of benefits (such election may
         not result in a death benefit that is more than incidental), the
         payment of benefits shall begin not later than the 60th day after the
         close of the Plan Year in which the latest of the following events
         occurs:

         (a)     the date on which the Participant attains the earlier of age 65
                 or the Normal Retirement Date specified herein,

         (b)     the 5th anniversary of the year in which the Participant
                 commenced participation in the Plan, or

         (c)     the date the Participant terminates his service with the
                 Employer.

10.9     Age 70-1/2 Rule. Notwithstanding any provisions of the Plan, in no
         event shall a distribution schedule or form of distribution pursuant to
         Articles 7, 8, 9, or 10 exceed the period permitted under Section
         401(a)(9) of the Code or Treasury Regulations Section 1.401 (a)(9)-1 or
         Section 1.401(a)(9)-2.

10.10    Deemed Cash-outs if 0% Vesting. Notwithstanding anything to the
         contrary, if the value of a Participant's vested portion of the
         Participant's Account is zero on the date of termination of employment,
         then the Participant shall be deemed to have received a total
         distribution of the vested portion of such Participant's Account on
         such date.


                                       30
<PAGE>

10.11    Eligible Rollover Distributions. This Section applies to distributions
         made from the Plan to Distributees on or after January 1, 1993.
         Notwithstanding any provision of the Plan to the contrary that would
         otherwise limit a Distributee's election under this Section, a
         Distributee may elect at the time and in the manner prescribed by the
         Plan Administrator, to have any portion of an Eligible Rollover
         Distribution paid directly to an Eligible Retirement Plan specified by
         the Distributee in a Direct Rollover. For purposes of this Section --

         "Distributee" means the Employee or former Employee, the Employee's or
         former Employee's surviving spouse and the Employee's or former
         Employee's spouse or former spouse who is the alternate payee under a
         Qualified Domestic Relations Order, as defined in Section 414(p) of the
         Code, are Distributees with regard to the interest of the spouse or
         former spouse.

         "Eligible Retirement Plan" means an individual retirement account
         described in Section 408(a) of the Code, an individual retirement
         annuity described in Section 408(b) of the Code, an annuity plan
         described in Section 403(a) of the Code, or a qualified trust described
         in Section 401 (a) of the Code that accepts the Distributee's Eligible
         Rollover Distribution. However, in the case of an Eligible Rollover
         Distribution to the surviving spouse of a Participant, an Eligible
         Retirement Plan is an individual retirement account or individual
         retirement annuity.

         "Direct Rollover" means a payment by the Plan to the Eligible
         Retirement Plan specified by the Distributee.

         "Eligible Rollover Distribution" means any distribution of all or any
         portion of the balance to the credit of the Distributee, except that an
         Eligible Rollover Distribution does not include: any distribution that
         is one of a series of substantially equal periodic payments (not less
         frequently than annually) made for the life (or life expectancy) of the
         Distributee or the joint lives (or joint life expectancies) of the
         Distributee and the Distributee's designated Beneficiary, or for a
         specified period of ten (10) years or more; any distribution to the
         extent such distribution is required under section 401(a)(9) of the
         Code; any distribution made after December 31, 1999 on account of
         hardship; and in the case of a distribution made before January 1,
         2002, the portion of any distribution that is not includable in gross
         income (determined without regard to the exclusion for net unrealized
         appreciation with respect to employer securities). A portion of a
         distribution that is includable in the gross income of the Distributee
         that is treated as an Eligible Rollover Distribution may only be
         transferred in a direct rollover to an Eligible Retirement Plan that
         agrees to account separately for such portion of the distribution.

                                   SECTION 11

                         Top-Heavy Definitions and Rules

11.1     Effective Date of Top-Heavy Provisions. If the Plan is or becomes
         Top-Heavy in any Plan Year beginning after December 31, 1983, the
         provisions of Sections 11 will supersede any conflicting provision in
         the Plan.


                                       31
<PAGE>

11.2     Top-Heavy Vesting Schedule. If the Plan is determined to be Top-Heavy
         for any Plan Year, a Participant's vested percentage interest in his
         Participant's Account shall be determined in accordance with the
         Top-Heavy Vesting Schedule set forth in 11.2(d) of this Plan, subject
         to the following additional requirements:

         (a)     Years of Service for purposes of vesting under a Top-Heavy
                 Vesting Schedule shall include Years of Service when the Plan
                 was not Top-Heavy;

         (b)     If any Participant in the Plan is not credited with an Hour of
                 Service after the Plan becomes Top-Heavy, that Participant
                 shall not be subject to the Top-Heavy Vesting Schedule, but
                 shall remain subject to the vesting schedule set forth in
                 Section 10.2 and the rules in effect prior to the date the Plan
                 becomes Top-Heavy; and

         (c)     If the Plan ceases to be Top-Heavy, an Employee's vested
                 percentage interest in the contributions allocated to his
                 Participant's Account for Plan Years after the Plan Year in
                 which the Plan ceases to be Top-Heavy shall be determined in
                 accordance with the vesting schedule set forth in Section 10.2
                 of the Plan, unless otherwise set forth in Section 11.2 of this
                 Plan.

         (d)     If the Plan is a Top-Heavy Plan in a Plan Year, a Participant
                 who is credited with an Hour of Service in such Plan Year shall
                 have the non-forfeitable interest in his Accrued Benefit for
                 such Plan Year determined in accordance with the following
                 schedule:

                                                   Non-forfeitable
                                                       (Vested)
                         Years of Service             Percentage
                         ----------------          ---------------

                         Less than 3                      0%
                         3 years or more                100%

         (e)     Notwithstanding any provision to the contrary, the vested
                 benefit derived from Employer contributions of a Participant
                 may not be reduced below what it was before the Plan ceased to
                 be Top-Heavy and the vesting schedule was changed. In addition,
                 each Participant with three (3) or more Years of Service shall
                 be given the option of remaining under the Top-Heavy Vesting
                 Schedule within the same period as set forth in Section 16.3.

11.3     Minimum Contributions. If this Plan is Top-Heavy during any Plan Year,
         the Employer must make a Minimum Contribution consisting of Employer
         contributions and forfeitures on behalf of each Plan Participant who is
         a Non-Key Employee equal to an amount which is not less than three (3%)
         percent of such Participant's Total Compensation. A Minimum
         Contribution shall be made on behalf of such Participant even though,
         under other Plan provisions, the Participant would not otherwise be
         entitled to receive an allocation, or would


                                       32
<PAGE>

         have received a lesser allocation for the Plan Year due to (i) the
         Participant's failure to complete one thousand (1000) Hours of Service,
         or (ii) the Participant's failure to make mandatory contributions to
         the Plan, if required; or (iii) the Participant's Total Compensation is
         less than a stated amount.

         Notwithstanding the preceding paragraph, if the Employer's Minimum
         Contribution on behalf of each Plan Participant who is a Key Employee
         equals an amount which is less than three (3%) percent of such
         Participant's Total Compensation, then the Minimum Contribution
         required to be made for each Non-Key Employee is limited to not more
         than the highest contribution rate under the Plan for each Key
         Employee. Therefore, if no Employer contribution is made on behalf of a
         Key Employee, then no Minimum Contribution is required to be made on
         behalf of each Non-Key Employee. However, if the Plan is included in a
         Required Aggregation Group and it enables a defined benefit plan of the
         Employer to meet the requirements of Sections 401(a)(4) or 410 of the
         Internal Revenue Code, then the Minimum Contribution for Non-Key
         Employees cannot be less than three (3%) percent, regardless of the
         contribution rate for Key Employees. For purposes of this subparagraph,
         all defined contribution plans included in a Required Aggregation Group
         shall be treated as one Plan.

         A Minimum Contribution shall not be made on behalf of any Participant
         who is not employed by the Employer on the last day of the Plan Year.
         For purposes of computing the Minimum Contribution for any Plan
         Participant, amounts paid by the Employer to Social Security shall be
         disregarded. Also, for all Plan years, except those beginning before
         January 1, 1985, any Employer contribution attributable on behalf of
         any Key Employee to a salary reduction or similar plan shall be taken
         into account.

11.4     Minimum Contributions or Minimum Benefits in Two or More Plans. If the
         Employer maintains both a defined benefit plan and a defined
         contribution plan and either of the plans is Top-Heavy then the Minimum
         Benefit will be provided to the Participant under the defined benefit
         plan. If the Employer maintains a defined contribution plan in addition
         to this Plan, and either of the plans is Top-Heavy, then the Minimum
         Benefit will be provided to the Participant not under this Plan but
         under the other defined contribution plan.

11.5     Aggregate Limit on Contributions and Benefits for Key Employees. If any
         Participant is a Key Employee and is, or was, covered under both a
         defined benefit plan and a defined contribution plan which are both
         included in a Top-Heavy Group of the Employer, then for any Plan Year
         in which the Plans are Top-Heavy beginning before January 1, 2000, the
         number "1.0" shall be substituted for "1.25" in each place where it
         appears in Section 5.3, unless the Additional Minimum Contribution is
         being made pursuant to this Section 11.5.

         Notwithstanding the above paragraph, if the Plan is Top-Heavy, but is
         not Super Top-Heavy, Section 5.3 without modification, shall continue
         to govern the overall limitations on contributions and benefits for Key
         Employees if an Additional Minimum Benefit or an Additional Minimum
         Contribution equal to seven and one-half (7-1/2%) percent shall be
         received by each Participant who is a Non-Key Employee in any one
         qualified plan maintained by the Employer. However, for any Plan Year
         in which this Plan is a Super Top-


                                       33
<PAGE>

         Heavy Plan beginning before January 1, 2000, 1.0 shall be substituted
         for 1.25 in any event, where it appears in Section 5.3.

11.6     Miscellaneous Total Compensation Provisions. For any Plan Year in which
         a Plan is Top-Heavy, the annual Total Compensation of each Participant
         which may be taken into account for the purpose of determining Employer
         contributions or benefits under the Plan, including the computation of
         the contribution rate for Key Employees in Section 11.3, shall not
         exceed $200,000, or such other amount as may be determined by the
         Secretary of the Treasury in accordance with Section 415(d) of the
         Internal Revenue Code and the regulations promulgated thereunder, for
         Plan Years ending on or after January 1, 1988. Notwithstanding this
         limitation, benefits attributable to annual Total Compensation while
         the Plan was not Top-Heavy shall not be reduced.

11.7     Top-Heavy Definitions

11.7.1   "Additional Minimum Benefit" means the Minimum Benefit described in
         Section 11.4; however, in determining the applicable percentage in
         Section 11.4, "three (3%) percent" shall be substituted for "two (2%)
         percent" and "twenty (20%) percent" shall be increased by 1 percentage
         point for each year for which the Plan is Top-Heavy, up to a maximum of
         thirty (30%) percent.

11.7.2   "Additional Minimum Contribution" means the Minimum Contribution
         described in Section 11.3; however, in determining the Minimum
         Contribution "four (4%) percent" shall be substituted for "three (3%)
         percent" wherever it appears throughout Section 11.3.

11.7.3   "Aggregation Group" means one of the following:

         (a)     Required Aggregation Group:

                 "Required Aggregation Group" means a group that consists of (a)
                 this Plan; (b) any other qualified plans currently maintained
                 (or previously maintained and terminated within the five year
                 period ending on the Determination Date) by the Employer and
                 any Affiliates that cover Key Employees; and (c) any other
                 qualified plans currently maintained (or previously maintained
                 and terminated within the five year period ending on the
                 Determination Date) by the Employer and any Affiliates that
                 cover Key Employees that are required to be aggregated for
                 purposes of satisfying the requirements of sections 401(a)(4)
                 or 410(b) of the Code.

         (b)     Permissive Aggregation Group:

                 "Permissive Aggregation Group" means each Plan in the Required
                 Aggregation Group and any Plan the Employer elects to place
                 into the Aggregation Group, if this expanded group continues to
                 satisfy the requirements of Sections 401(a)(4) and 410 of the
                 Internal Revenue Code.


                                       34
<PAGE>

11.7.4   "Annual Retirement Benefit" means a benefit payable annually in the
         form of a single life annuity with no ancillary benefits and beginning
         at the Normal Retirement Age under the Plan.

11.7.5   "Total Compensation" under Section 11 shall be determined under Section
         5.2 of the Plan, without regard to Sections 125, 402(a)(8), and
         402(h)(1)(B) of the Code, and the case of employer contributions made
         pursuant to a salary reduction agreement, without regard to Section
         403(b) of the Code.

11.7.6   "Determination Date" for any Plan Year means either (i) the last day of
         the preceding Plan Year, or (ii) in the case of the first Plan Year of
         any Plan, the last day of such Plan Year.

11.7.7   "Key Employee" means any Employee, former Employee, or the Beneficiary
         of such Employee, who at any time during the current Plan Year or, for
         Plan Years ending before January 1, 2002, during any of the four
         preceding Plan Years, is described in one or more of the following
         three categories:

         (a)     For Plan Years ending before January 1, 2002, an Officer of the
                 Employer who receives from such Employer an annual Total
                 Compensation which exceeds fifty percent (50%) of the maximum
                 dollar limitation under Section 415(b)(1)(A) of the Code, as in
                 effect for the calendar year in which the Determination Date
                 falls, or, for Plan Years beginning after December 31, 2001, an
                 Officer of the Employer having an annual Total Compensation
                 greater than $130,000 or such higher amount as may be
                 prescribed under section 416(i) of the Code. The maximum number
                 of Employees required to be treated as Key Employees for the
                 Plan Year by reason of being Officers is the greater of 3
                 Employees or ten (10%) percent of the number of Employees of
                 the Employer, but such number shall not exceed 50 Employees. If
                 the number of Employees who are Officers of the Employer exceed
                 the maximum number required to be counted as Key Employees, the
                 Officers to be considered as Key Employees are those with the
                 highest annual Total Compensation from the Employer.

         (b)     For Plan Years ending before January 1, 2002, one of the
                 Employees owning or considered as owning within the meaning of
                 Section 318 of the Internal Revenue Code, as modified by
                 Section 416(i)(1)(B)(iii) of the Code, the largest interests in
                 the Company, unless such Employee receives Total Compensation
                 from the Employer which is less than $30,000 per year, or the
                 maximum dollar limitation under Section 415(c)(1)(A) of the
                 Code, as in effect for the calendar year which the
                 Determination Date falls. An Employee who has some ownership
                 interest in the Company is considered to be one of the top ten
                 owners unless at least ten (10) other Employees own a greater
                 interest than such Employee. If more than one Employee has the
                 same interest in the Company, the Employee having the greater
                 annual Total Compensation from the Employer shall be treated as
                 having a larger interest in the Company.


                                       35
<PAGE>

         (c)     A Percentage Owner of the Company. A "percentage owner" means
                 any person who owns, or is considered as owning within the
                 meaning of Section 318, as modified by Section
                 416(i)(1)(B)(iii) of the Internal Revenue Code, either

                 (1)    more than five (5%) percent of the outstanding stock of
                        the Company or stock possessing more than five (5%)
                        percent of the total combined voting power of all stock
                        of the Company; or

                 (2)    more than one (1%) percent of the outstanding stock of
                        the Company or stock possessing more than one (1%)
                        percent of the total combined voting power of all stock
                        of the Company, if such person has an annual Total
                        Compensation from the Employer of more than $150,000.

                 If a person is considered during a Plan Year to be a Key
                 Employee under two or more categories, due to his status other
                 than as a Beneficiary, the present value of his accrued benefit
                 or the sum of his account balance is counted only once during
                 the Plan Year in testing whether the Plan is Top-Heavy. If a
                 person is considered during the Plan Year to be a Key Employee
                 because the person is both a Beneficiary and owner of the
                 Company, then the present value of the person's inherited
                 account balance and the present value of the person's accrued
                 benefit or the sum of his account balance as an Employee or
                 owner will be counted as the total accrued benefit or account
                 balance of the individual as a Key Employee in determining
                 whether the Plan is Top-Heavy. The determination of an
                 individual's status as a Key Employee is based on the Plan Year
                 containing the Determination Date.

11.7.8   "Minimum Benefit" means the benefit described in Section 11.4.

11.7.9   "Minimum Contribution" means the contribution described in Section
         11.3.

11.7.10  "Non-Key Employee" means an Employee who is not a Key Employee or is
         the Beneficiary of such Employee.

11.7.11  "Rollover Contributions and Similar Transfers" means the following:

         (a)     Related rollover contributions or similar transfers are those

                 (i)    not initiated by the Employee;

                 (ii)   made on or before December 31, 1983; or

                 (iii)  made to a plan maintained by the same Employer, such as
                        in a merger or consolidation of two or more plans or the
                        division of a single plan into two or more plans.

         (b)     Unrelated rollover contributions or similar transfers are those
                 which are both


                                       36
<PAGE>

                 (i)    initiated by the Employee; and

                 (ii)   made after December 31, 1983; and

                 (iii)  made from a plan maintained by one Employer to a plan
                        maintained by another Employer.

11.7.12  "Super Top-Heavy" means a Plan which would be Top-Heavy if "ninety
         (90%) percent" were substituted for "sixty (60%) percent" in each place
         it appears in Section 11.7.16.

11.7.13  "Top-Heavy" means a qualified Plan which is a Top-Heavy Plan pursuant
         to the provisions of Section 11.7.16.

11.7.14  "Top-Heavy Group" means an Aggregation Group in which, as of the
         Determination Date, the sum of the present value of the accumulated
         accrued benefits for Participants who are Key Employees under all
         defined benefit plans included in such Aggregation Group and the sum of
         the account balances for Participants who are Key Employees under all
         defined contribution plans included in such Aggregation Group exceeds
         sixty (60%) percent of a similar sum determined for all Employees,
         including their Beneficiaries, who are participating under all Plans
         included in the Aggregation Group.

11.7.15  "Top-Heavy Vesting Schedule" means the vesting schedule set forth in
         Section 11.2(d).

11.7.16  "Top-Heavy Plan" means a Plan for a Plan Year in which, as of the
         Determination Date:

         (a)     The sum of the account balances of Participants in the Plan who
                 are Key Employees for the Plan Year exceeds sixty (60%) percent
                 of the sum of the account balances under the Plan for all
                 Employees, including their Beneficiaries participating under
                 the Plan, and this Plan is not part of any Aggregation Group;
                 or

         (b)     Plan is part of a Top-Heavy Group and is included in the
                 Required Aggregation Group. Notwithstanding the preceding
                 sentence, collectively-bargained plans are not subject to the
                 rules of Section 11. December 31, 1983 shall not be taken into
                 account under the Plan for purposes of computing the Top-Heavy
                 status of the Plan or group of Plans, except to the extent
                 provided in regulations.

11.7.17  Determination of Top-Heavy Status. In making the determination of the
         Top-Heavy status of a Plan or group of Plans, the accrued benefits or
         account balances derived from Employer and Employee contributions are
         taken into account, but accumulated deductible Employee contributions
         are disregarded. Also, the determination of the present value of the
         accumulated accrued benefits and the account balances of a Key Employee
         or Non-Key Employee participating in the plans includes such amounts
         distributed to the Employee or to the Beneficiary of such Employee
         during the Plan Year that includes the Determination Date and, for Plan
         Years ending before January 1, 2002, the preceding four Plan Years,
         even if such distribution occurred before the effective date of Section
         416 of the Code. The preceding amount also includes distributions under
         a plan which has been terminated


                                       37
<PAGE>

         which, if it had not been terminated, would have been included in a
         Required Aggregation Group. An Unrelated rollover contribution or
         similar transfer accepted by the Plan after December 31, 1983 shall not
         be taken into account under the Plan for purposes of computing the
         Top-Heavy status of the Plan or group of Plans, except to the extent
         provided in regulations.

         If any individual ceases to be a Key Employee with respect to any Plan
         for any Plan Year, but such individual was a Key Employee with respect
         to such Plan for any prior Plan Year, any accrued benefit or account
         balance of such Employee shall not be taken into account in determining
         whether the Plan or group of Plans is Top-Heavy for any Plan Year
         following the last Plan Year in which such Employee was treated as a
         Key Employee. For Plan Years beginning after December 31, 1984, if any
         individual has not performed any service during the Plan Year that
         includes the Determination Date and, for Plan Years ending before
         January 1, 2002, the preceding four Plan Years for the Employer, other
         than benefits under this Plan, then any accrued benefit or account
         balance of such individual shall not be taken into account in
         determining whether the Plan or group of Plans is Top- Heavy for the
         Plan Year.

         When aggregating two or more Plans in accordance with Section 416(g)(2)
         of the Code, or as it may be amended, the present value of the accrued
         benefits or account balances will be determined separately for each
         plan as of such Plan's Determination Date. These Plans will then be
         aggregated by adding together the results for each Plan as of the
         Determination Dates that fall within the same calendar year.

         The present value of the account balance of any Plan Participant as of
         the Determination Date is the sum of (a) the Participant's account
         balance as of the most recent valuation date occurring within a
         12-month period ending on the Determination Date, and (b) an adjustment
         for the amount of any Employer contribution actually made on behalf of
         the Participant after the valuation date, but on or before the
         Determination Date. Notwithstanding the above, in the first Plan Year,
         the adjustment set forth in paragraph (b) shall include the amount of
         any Employer contribution made after the Determination Date if such
         contributions are allocated to a Participant's Employer contribution
         Account during the first Plan Year.

                                   SECTION 12

                           Administration of the Plan

12.1     Administrative Committee. The Plan shall be administered by the
         Committee which shall be responsible for carrying out the provisions of
         the Plan, and which shall be the Plan Administrator and Named Fiduciary
         as these terms are defined under ERISA. The Committee shall consist of
         at least two (2) members who shall be appointed from time to time by
         the Board of Directors. Vacancies on the Committee shall be filled in
         the same manner as appointment. The Employer shall act as the Committee
         at any time during which no committee is appointed or duly constituted
         hereunder.


                                       38
<PAGE>

         Each person appointed a member of the Committee shall signify his
         acceptance by filing a written acceptance with the Board of Directors.
         Any member of the Committee may be removed by his own accord by
         delivering his written resignation to the Board of Directors and to the
         Secretary of the Committee.

12.2     Chairman; Subcommittees. The members of the Committee shall elect from
         their number a Chairman and shall appoint a Secretary, who need not be
         a member of the Committee. They may appoint from their number such
         subcommittees with such power as they shall determine, may authorize
         one or more of their number or any agent to execute or deliver any
         instrument or make any payment in their behalf, and may employ such
         clerks, counsel, accounts and actuaries as may be required in carrying
         out the provisions of the Plan.

12.3     Meetings. The Committee shall hold meetings upon such notice, at such
         time, and at such place as it may determine.

12.4     Action. A majority of the members of the Committee at the time in
         office shall constitute a quorum for the transaction of business. All
         resolutions or other actions taken by the Committee shall be by vote of
         a majority of those present at a meeting, but not less than two, or in
         writing by all the members at the time in office, if they act without a
         meeting.

12.5     Compensation. No member of the Committee, who is also an Employee,
         shall receive any compensation for his service as such, but the
         Employer may reimburse any member for reasonable and necessary expenses
         incurred.

12.6     Administrative Rulemaking. The Committee shall from time to time
         establish rules for the administration of the Plan and the transaction
         of its business. Except as herein otherwise expressly provided, the
         Committee shall have the exclusive right to interpret the Plan and to
         decide any matters arising thereunder in connection with the
         administration of the Plan. It shall endeavor to act by general rules
         so as not to discriminate in favor of any person. Its decision and the
         records of the Committee shall be conclusive and binding upon the
         Employer, Participants, and all other persons having any interest under
         the Plan.

12.7     Plan Records. The Committee shall maintain accounts showing the fiscal
         transactions of the Plan, and in connection therewith shall require the
         Trustees to submit any necessary reports, and shall keep in convenient
         form such data as may be necessary for the determination of the assets
         and liabilities of the Plan. The Committee shall prepare, annually, a
         report showing in reasonable detail the assets and liabilities of the
         Plan and giving a brief account of the operation of the Plan for the
         past year. Such report shall be submitted to the Board of Directors and
         shall be filed in the Office of the Secretary of the Committee where it
         shall be open to inspection by any Participant of the Plan.

12.8     Reliance on Advice From Professionals. The members of the Committee and
         the officers and directors of the Employer shall be entitled to rely
         upon all certificates and reports made by any duly appointed legal
         counsel. The members of the Committee and the officers and directors of
         the Employer shall be fully protected against any action taken in good
         faith in


                                       39
<PAGE>

         reliance upon any such certificates, reports or opinions. All actions
         so taken shall be conclusive upon each of them and upon all persons
         having any interest under the Plan. Each member of the Committee shall
         be indemnified by the Employer against any and all claims, loss,
         damages, expense and liability to which he may be a party by reason of
         his membership in the Committee, except in relation to matters as to
         which he shall be adjudged in such action to be liable for gross
         negligence or willful misconduct in the performance of his duty as such
         member. The foregoing right of indemnification shall be in addition to
         any other rights to which any such member may be entitled as a matter
         of law.

12.9     Claims. Claims for benefits under the Plan shall be filed, on the forms
         supplied by the Committee. Written notice of the disposition of a claim
         shall be furnished the claimant within thirty (30) days after the
         application therefor is filed. In the event the claim is denied, the
         reasons for the denial shall be cited and, where appropriate, an
         explanation as to how the claimant can perfect the claim will be
         provided.

12.10    Appeals. Any Employee, former Employee, or beneficiary of either, who
         has been denied a benefit, or feels aggrieved by any other action of
         the Employer, Committee or the Trustee, shall be entitled, upon request
         to the Committee and if he has not already done so, to receive a
         written notice of such action, together with a full and clear statement
         of the reasons for the action. If the claimant wishes further
         consideration of his position, he may obtain a form from the Committee
         on which to request a hearing. Such form, together with a written
         statement of the claimant's position, shall be filed with the Committee
         no later than ninety (90) days after receipt of the written
         notification provided for above or in Section 12.10. The Committee
         shall schedule an opportunity for a full and fair hearing of the issue
         within the next thirty (30) days. The decision following such hearing
         shall be made within thirty (30) days and shall be communicated in
         writing to the claimant.

12.11    Fiduciary Action. Any action taken or omitted by any fiduciary with
         respect to the Plan, including any decision, interpretation, claim
         denial or review on appeal, shall be conclusive and binding on all
         interested parties and shall be subject to judicial modification or
         reversal only to the extent it is determined by a court of competent
         jurisdiction that such action or omission was arbitrary and capricious
         and contrary to the terms of the Plan.

                                   SECTION 13

                    Management and Investment of Trust Assets

13.1     Exclusive Benefit Rule. All assets for providing the benefits of the
         Plan shall be held as a trust for the exclusive benefit of Participants
         and beneficiaries under the Plan, and no part of the corpus or income
         shall be used for, or diverted to, purposes other than for the
         exclusive benefit of Participants and beneficiaries under the Plan. No
         Participant or beneficiary under the Plan, nor any other person, shall
         have any interest in or right to any part of the earnings of the Trust,
         or any rights in, to or under the Trust or any part of its assets,
         except to the extent expressly provided in the Plan.


                                       40
<PAGE>

13.2     Investment Control. All contributions to the Plan by either the
         Participants or the Employer shall be committed in trust to the
         Trustees. The Trustees shall be appointed from time to time by the
         Board of Directors by appropriate instrument, with such powers in the
         Trustees as to investment, re-investment control and disbursement of
         the funds as the Board of Directors shall approve and as shall be in
         accordance with the Plan. The Board of Directors may remove any Trustee
         at any time, upon reasonable notice, and upon such removal or upon the
         resignation of any Trustee, the Board of Directors shall designate a
         successor Trustee.

13.3     Investment in Qualifying Employer Securities. Trust Assets under the
         Plan will be invested primarily in Qualifying Employer Securities, as
         provided in the Trust Agreement. Trust Assets may be used to purchase
         shares of Qualifying Employer Securities from Company shareholders or
         from the Company. The Trustee may also invest Trust Assets in savings
         accounts, certificates of deposit, high-grade short-term securities,
         equity stocks, bonds, or other investments, or Trust Assets may be held
         in cash. All investments of Trust Assets shall be made by the Trustee
         only upon the direction of the Committee, and all purchases of
         Qualified Employer Securities by the Trustee shall be made at prices
         which do not exceed the fair market value of such shares, as determined
         in good faith by the Committee. The Committee may direct the Trustee to
         invest and hold up to 100% of the Trust Assets in Qualified Employer
         Securities. Notwithstanding anything in the Plan to the contrary, all
         determinations as to the fair market value of Qualified Employer
         Securities shall be made (i) in accordance with Treasury Regulation
         ss.54.4975-11(d)(5), (ii) by an independent appraiser, pursuant to
         Section 401(a)(28) of the Code, in the event such Qualified Employer
         Securities are not readily tradable on an established securities
         market, and (iii) as of the most recent Valuation Date, provided that
         transactions involving Participants who are "disqualified persons"
         within the meaning of Section 4975 of the Code shall be valued as of
         the transaction date.

13.4     Acquisition Loans. The Committee may direct the Trustee to incur
         Acquisition Loans from time to time to finance the acquisition of
         Qualified Employer Securities (Financed Shares) for the Trust or to
         repay a prior Acquisition Loan. An installment obligation incurred in
         connection with the purchase of Qualified Employer Securities shall
         constitute an Acquisition Loan. An Acquisition Loan shall be for a
         specific term, shall bear a reasonable rate of interest and shall not
         be payable on demand except in the event of default. An Acquisition
         Loan may be secured by a collateral pledge of the Financed Shares so
         acquired. No other Trust Assets may be pledged as collateral for an
         Acquisition Loan, and no lender shall have recourse against Trust
         Assets other than any Financed Shares remaining subject to pledge. Any
         pledge of Financed Shares must provide for the release of shares so
         pledged on pro-rata basis as principal and interest on the Acquisition
         Loan are repaid by the Trustee and such Financed Shares are allocated
         to Participants' Company Stock Accounts (as provided in Section 6).
         Repayments of principal and interest on any Acquisition Loan shall be
         made by the Trustee (as directed by the Committee) only from Employer
         contributions paid in cash to enable the Trustee to repay such Loan,
         forfeitures from Participant accounts, from earnings attributable to
         such Employer contributions and from cash dividends received by the
         trust. The payments made with respect to an Acquisition Loan by the
         Trust during a Plan Year shall not exceed an amount equal to the sum of
         such contributions and


                                       41
<PAGE>

         earnings received during or prior to the Plan Year less such payments
         in prior years. Such contributions and earnings must be accounted for
         separately in the books of accounts of the Trust until the Acquisition
         Loan is repaid. The proceeds of an Acquisition Loan shall be used
         within a reasonable time after receipt by the Trust to purchase Common
         Stock. Further, all income earned with respect to Unallocated Company
         Stock shall be used at the discretion of the Committee to repay the
         Acquisition Loan used to purchase such Company Stock. Any income not so
         used shall be allocated as income of the Plan.

         Should the Employer contributions, earnings attributable to such
         Employer contributions and cash dividends received by the Trust on
         Financed Shares be insufficient to meet the obligations created by the
         Acquisition Loan, then the Trustee shall so advise the Committee. The
         Committee may recommend certain actions including but not limited to,
         refinancing the original Loan, amendment of the original Loan
         Agreement, or the entering into of an additional Acquisition Loan to
         repay a prior Acquisition Loan.

13.5     Disbursements. The Committee shall determine the manner in which the
         funds of the Plan shall be disbursed in accordance with the Plan and
         provisions of the trust instrument, including the form of voucher or
         warrant to be used in making disbursements and the qualifications of
         persons authorized to approve and sign the same and any other matters
         incident to the disbursements of such funds.

13.6     Voting of Company Stock. Pursuant to Section 409(e) of the Code, all
         "Registration-Type" Company Stock allocated to a Participant Account
         shall be voted by the Trustee in accordance with the instructions of
         the Participant. If the Company Stock is not a registration-type class
         of securities pursuant to Section 409(e) of the Code, then Participants
         are entitled to direct the Trustee concerning voting allocated stock
         with respect to any corporate matter which involves the approval or
         disapproval of any corporate merger, consolidation, recapitalization,
         reclassification, liquidation, dissolution, sale of substantially all
         assets or similar transaction. The Committee shall direct the voting of
         such stock in all other matters.

         Company Stock which has not yet been allocated and allocated stock for
         which no voting direction has been received by Participants in a timely
         manner shall be voted by the Trustee in the same proportion as
         Participants vote allocated stock; provided that, in the absence of any
         voting directions as to allocated stock, (i) the Company's Board of
         Directors shall direct the Trustee as to the voting of all shares of
         unallocated stock, (ii) and in the absence of such direction from the
         Company's Board of Directors, the Trustee shall have sole discretion as
         to the voting of such shares.

13.7     Dividends. Dividends paid with respect to Qualifying Employer
         Securities held by the Trust shall be applied as follows:

         (a)     The dividends paid with respect to shares which are both
                 purchased with the proceeds of an Acquisition Loan and
                 allocated to the accounts of Participants at the direction of
                 the Plan Committee shall be either (1) paid in cash directly to
                 such Participants or their Beneficiaries, or (2) if paid into
                 the plan, distributed in cash


                                       42
<PAGE>

                 to Participants or their Beneficiaries not later than 90 days
                 after the close of Plan Year in which paid, or (3) if permitted
                 by Section 404(k) of the Code, paid into the Plan and used to
                 repay the Acquisition Loan, with shares released thereby
                 allocated to such Participants in an amount proportional to
                 such dividends for the year for which such dividends would have
                 been allocated to such Participants, or (4) in the case of
                 dividends received after December 31, 2001, to the extent
                 permitted by the Plan Committee and if elected by a Participant
                 or Beneficiary, retained in the Trust Fund and invested in
                 additional Shares; provided, however, that the fair market
                 value of said shares is not less than the amount of such
                 dividend that the Participant would have otherwise received;
                 and

         (b)     The dividends paid with respect to unallocated shares shall be
                 used to repay the Acquisition Loan.

                 To the extent so applied in either (a) or (b) above, the
                 dividends so paid shall be deductible to the Employer (as
                 permitted under Section 404(k) of the Code) in the taxable year
                 of the Employer in which the dividend is paid or distributed to
                 Participants, or applied to repay the Acquisition Loan.

                                   SECTION 14

                           Obligations of the Employer

14.1     Limited Liability. The Employer shall have no liability in respect to
         payments or benefits or otherwise under the Plan, and the Employer
         shall have no liability in respect to the administration of the Trust
         or of the funds, securities or other assets paid over to the Trustees,
         and each Participant, each contingent Participant, and each beneficiary
         shall look solely to such Trust Fund for any payments or benefits under
         the Plan.

                                   SECTION 15

                                  Miscellaneous

15.1     No Assignment Etc. No benefit payable under the Plan shall be subject
         in any manner to anticipation, alienation, sale, transfer, assignment,
         pledge, encumbrance, or charge and any action by way of anticipating,
         alienating, selling, transferring, assigning, pledging, encumbering, or
         charging the same shall be void and of no effect; nor shall any benefit
         be in any manner liable for or subject to the debts, contracts,
         liabilities, engagements, or torts of the person entitled to such
         benefit, except as specifically provided in the Plan.

15.2     Non-alienation. No benefits under this Plan shall be in any manner
         anticipated, alienated, sold, transferred, assigned, pledged,
         encumbered or charged, and any attempt to so anticipate, alienate,
         sell, transfer, assign, pledge, encumber or charge the same shall be
         void; nor shall any such benefits in any manner be liable for or
         subject to the debts, contracts, liabilities or engagements of the
         person entitled to such benefits as herein provided for him. The
         preceding sentence shall also apply to the creation, assignment or


                                       43
<PAGE>

         recognition of right to any benefit payable with respect to a
         Participant pursuant to a Domestic Relations Order, unless such order
         is determined, by the Committee in its sole and absolute discretion, to
         be a Qualified Domestic Relations Order.

15.3     Procedures Involving Domestic Relations Orders. Upon receiving a
         Domestic Relations Order, the Plan Administrator shall segregate in a
         separate account or in an escrow account or separately account for the
         amounts payable to any person pursuant to such Domestic Relations
         Order, pending a determination whether such Domestic Relations Order
         constitutes a Qualified Domestic Relations Order, and shall give notice
         of the receipt of the Domestic Relations Order to the Participant or
         Former Participant and each other person affected thereby. If, within
         18 months after receipt of such Domestic Relations Order, the Plan
         Administrator, a court of competent jurisdiction or another appropriate
         authority determines that such Domestic Relations Order constitutes a
         Qualified Domestic Relations Order, the Plan Administrator shall direct
         the Trustee to pay the segregated amounts (plus any interest thereon)
         to the person or persons entitled thereto under the Qualified Domestic
         Relations Order. If it is determined that the Domestic Relations Order
         is not a Qualified Domestic Relations Order or if no determination is
         made within the prescribed 18-month period, the segregated amounts
         shall be distributed as though the Domestic Relations Order had not
         been received, and any later determination that such Domestic Relations
         Order constitutes a Qualified Domestic Relations Order shall be applied
         only with respect to benefits that remain undistributed on the date of
         such determination. The Plan Administrator shall be authorized to
         establish such reasonable administrative procedures as he deems
         necessary or appropriate to administer this Section 15.3. This Section
         15.3 shall be construed and administered so as to comply with the
         requirements of section 401(a)(13) of the Code.

15.4     Offset. Notwithstanding anything in the Plan to the contrary, a
         Participant's, Former Participant's or Beneficiary's Accounts under the
         Plan may be offset by any amount such Participant, Former Participant
         or Beneficiary is required or ordered to pay to the Plan if:

                 (a)    the order or requirement to pay arises: (i) under a
                        judgment issued on or after August 5, 1997 of conviction
                        for a crime involving the Plan; (ii) under a civil
                        judgment (including a consent order or decree) entered
                        by a court on or after August 5, 1997 in an action
                        brought in connection with a violation (or alleged
                        violation) of part 4 of subtitle B of title I of ERISA;
                        or (iii) pursuant to a settlement agreement entered into
                        on or after August 5, 1997 between the Participant,
                        Former Participant or Beneficiary and one or both of the
                        United States Department of Labor and the Pension
                        Benefit Guaranty Corporation in connection with a
                        violation (or alleged violation) of part 4 of subtitle B
                        of title I of ERISA by a fiduciary or any other person;
                        and

                 (b)    the judgment, order, decree or settlement agreement
                        expressly provides for the offset of all or part of the
                        amount ordered or required to be paid to the Plan
                        against the Participant's, Former Participant's or
                        Beneficiary's benefits under the Plan.


                                       44
<PAGE>

15.5     No Employment Rights. The establishment of the Plan shall not be
         construed as conferring any rights upon any Employee or any person for
         a continuation of employment, and shall not be construed as limiting in
         any way the right of the Employer to discharge any Employee or to treat
         without regard to the effect which such treatment might have upon him
         as a Participant in the Plan.

15.6     Incompetence of Beneficiary. If any person entitled to receive any
         benefits from the Trust Fund is, in the judgment of the Committee,
         legally, physically, or mentally incapable of personally receiving and
         receipting for any distribution, the Committee may instruct the
         Trustees to make distribution to such other person, persons or
         institutions as, in the judgment of the Committee are then maintaining
         or have custody of such distributee.

15.7     Conclusiveness of Committee Decisions. The determination of the
         Committee as to the identity of the proper payee of any benefit under
         the Plan and the amount of such benefit properly payable shall be
         conclusive, and payment in accordance with such determination shall
         constitute a complete discharge of all obligations on account of such
         benefit.

15.8     Inability to Locate Beneficiary. In the event an amount is payable from
         the Trust Fund to a beneficiary or the executor or administrator of any
         deceased Participant and if, after written notice from the Trustees
         mailed to such person's last known address as certified to the Trustees
         by the Committee, such person or such executor or administrator shall
         not have presented himself to the Trustees within six (6) years after
         the mailing of such notice, the Trustees shall notify the Committee and
         the Committee shall instruct the Trustees to distribute such amount due
         to such beneficiary or such executor or administrator among one or more
         of the spouse and blood relatives of such deceased person, designated
         by the Committee.

15.9     Mergers, Etc. In the case of any merger, consolidation with or transfer
         of assets or liabilities to any other plan, each Participant in the
         Plan shall, (if the plan is terminated), receive a benefit under this
         Plan immediately after the merger, consolidation or transfer, which is
         equal to or greater than the benefit under this Plan he would have been
         entitled to receive immediately before the merger, consolidation or
         transfer if the plan had been terminated.

                                   SECTION 16

                                   Amendments

16.1     Amendments. The Company reserves the right at any time, and from time
         to time, by action of its Board of Directors, to modify or amend in
         whole or in part any or all of the provisions of the Plan. This right
         of the Company is subject to the conditions:

         (a)     that no modification or amendment may be made which will
                 adversely affect the existing account balances or optional
                 forms of benefits of any Participant or beneficiary; and


                                       45
<PAGE>

         (b)     that no part of the assets of the Plan shall, by reason of any
                 modification or amendment, be used for or diverted to, purposes
                 other than for the exclusive benefit of Participants and
                 beneficiaries under the Plan.

16.2     ESOP Status. If the Company amends this Plan to no longer primarily
         invest in Qualifying Employer Securities, thus ceasing to be an ESOP,
         Section 17.2 will apply.

16.3     Vesting Rule. In the event that the vesting schedule of this Plan is
         amended, any Participant who has completed at least three (3) Years of
         Service may elect to have his vested interest determined without regard
         to such amendment by notifying the Plan Administrator in writing during
         the election period as hereinafter defined. The election period shall
         begin on the date such amendment is adopted and shall end no earlier
         than the latest of the following dates:

         (a)     The date which is sixty (60) days after the day the amendment
                 is adopted;

         (b)     The date which is sixty (60) days after the day the amendment
                 becomes effective; or

         (c)     The date which is sixty (60) days after the day the Participant
                 is issued written notice of the amendment by the Employer or
                 Plan Administrator.

         Such election shall be available only to an individual who is a
         Participant at the time such election is made and such election shall
         be irrevocable.

         If the Plan is amended pursuant to this Section and an Employee is a
         Participant as of the later of the date the amendment is adopted or the
         date the amendment becomes effective, then the nonforfeitable
         percentage of the Participant's Account shall not be less than such
         percentage when determined under the Plan without regard to the
         amendment.

                                   SECTION 17

                 Suspension, Discontinuance and Plan Termination

17.1     Permanence. The Employer intends this Plan to be permanent and to
         qualify under Section 401 of the Internal Revenue Code of 1986, as that
         statute may from time to time be amended or supplemented. However, the
         Plan may be discontinued by the Board of Directors, but only upon
         condition that such action is taken under the Trust Agreement
         established under the Plan and as such shall render it impossible for
         any part of the corpus of the Trust or income thereon to be at any time
         used for, or diverted to, purposes other than for the exclusive benefit
         of Participants and beneficiaries. Upon termination, partial
         termination, or upon complete discontinuance of contributions all
         affected Participants' Accounts shall be considered as fully vested and
         non-forfeitable and all unallocated assets of the Trust, including but
         not limited to Employer contributions and unallocated Trust assets and
         earnings thereon, shall be allocated to the accounts of all
         Participants as of the next Valuation Date (or if the Plan is being
         terminated immediately, then on the date of such Plan termination as if
         it were the next Valuation Date) in accordance with the


                                       46
<PAGE>

         provisions of the Plan hereof, and shall be applied for the benefit of
         each such Participant either by a lump-sum distribution, or by the
         continuance of the Trust and the payments of benefits thereunder in the
         manner provided in the Plan. After initial qualification by the
         Internal Revenue Service, there will be no reversion of assets to the
         Employer under any circumstances. All Participants shall be treated in
         a uniform and nondiscriminatory manner.

17.2     Cessation of ESOP Status. If this Plan ceases to be an ESOP, the
         proceeds of an Acquisition Loan will be used within a reasonable time
         after receipt by the Plan either to acquire Qualifying Employer
         Securities or to repay the loan or a prior Acquisition Loan. Even if
         the Plan ceases as an ESOP, any Qualifying Employer Security acquired
         with the proceeds of an Acquisition Loan will be subject to a put
         option if the Company Stock is not publicly traded when distributed, or
         if the Company Stock is subject to a trading limitation when
         distributed. The put option must be exercisable at least during a
         15-month period which begins on the date the Company Stock is subject
         to the put option is distributed by the Plan. The price at which the
         put option will be exercisable will be the value of the Company Stock
         as of the date of exercise or as of the most recent Valuation Date. If
         the transaction takes place between the Plan and a disqualified person,
         value will be determined as of the date of the transaction.

17.3     Cash Merger or Sale of the Company. Notwithstanding anything herein to
         the contrary, in the event that the Company or all of the Company's
         outstanding Company Stock shall be acquired for cash through merger or
         sale by an unrelated third party, then the Plan shall automatically be
         terminated without further action or notice effective on the date of
         such sale or merger; all Participant Accounts shall be considered fully
         vested and non-forfeitable as of such date of termination; all Employer
         contributions, dividends on Company Stock and earnings on Participant
         Account assets paid to the Trust or earned by the Trust since the most
         recent Valuation Date shall be allocated to the accounts of all
         Participants as of the date of termination of the Plan as if it were
         the next Valuation Date in accordance with the provisions of the Plan;
         and all funds realized by the Trust with respect to any Financed Shares
         remaining as collateral on any Acquisition Loans which shall be
         exchanged for cash in such merger or sale after repayment of all
         Acquisition Loans shall have been made shall be allocated to the
         accounts of all Participants pro rata based on the total value of
         assets allocated to each Participant's Account as a percentage of the
         total value of assets allocated to all Participant Accounts and held in
         the Trust as of the date of termination of the Plan. Upon such
         termination of the Plan and completion of the final accounting and
         allocation of the Trust assets, all such Participant Accounts which
         shall account for all Trust assets shall be distributed in a lump-sum
         to each Participant as soon as administratively feasible.

                                   SECTION 18

                          Inclusion of Other Companies

18.1     Joinder Generally. Any company which is or becomes a subsidiary,
         Affiliate or associated company of the Employer, may, with the approval
         of the Board of Directors of the Company, adopt this Plan with respect
         to its Employees.


                                       47
<PAGE>

18.2     Joinder -- Terms and Conditions. With respect to the Employees of any
         such subsidiary, Affiliate or associated companies which may become
         included in the Plan, the Board of Directors of the Company shall
         determine the extent, if any, to which the period of prior employment
         therewith or with any predecessors thereof shall be recognized as
         service for the purposes of this Plan.


                                       48

</TEXT>
</DOCUMENT>
