Exhibit 10.8



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                         ATLANTIC LIBERTY SAVINGS, F.A.
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                               401(k) Savings Plan

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              (As Amended and Restated Effective December 1, 1999,
            Including Provisions Effective Retroactive to January 1,
                       1997, and through January 1, 2001)
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                                Table Of Contents


Table Of Contents          .................................................i

Introduction               .................................................1

Article I--  Definitions   .................................................3

Article II--  Eligibility and Participation................................14
         2.1      Eligibility..............................................14
         2.2      Ineligible Employees.....................................14
         2.3      Participation............................................14
         2.4      Termination of Participation.............................15
         2.5      Eligibility upon Reemployment............................15

Article III--  Contributions and Limitations on Contributions..............17
         3.1      Before-Tax Contributions.................................17
         3.2      Limitation on Before-Tax Contributions...................17
         3.3      Changes in Before-Tax Contributions......................20
         3.4      Matching Contributions...................................21
         3.5      Special Contributions....................................21
         3.6      Limitation on Matching Contributions.....................22
         3.7      Aggregate Limit; Multiple Use of Alternative
                    Limitation.............................................23
         3.8      Discretionary Employer Contributions.....................25
         3.9      Interest on Excess Contributions.........................25
         3.10     Payment of Contributions.................................26
         3.11     Rollover Contributions...................................27
         3.12     Section 415 Limits on Contributions......................27

Article IV--  Vesting and Forfeitures......................................32
         4.1      Vesting..................................................32
         4.2      Forfeitures..............................................33
         4.3      Vesting upon Reemployment................................34

Article V--   Trust Fund and Investment Accounts...........................35
         5.1      Trust Fund...............................................35
         5.2      Interim Investments......................................35
         5.3      Account Values...........................................35

Article VI--  Investment Directions, Changes of Investment Directions
                and Transfers Between Investment Accounts..................37
         6.1      Investment Directions....................................37
         6.2      Change of Investment Directions..........................37
         6.3      Transfers Between Investment Accounts....................37
         6.4      Employees Other than Participants........................37

Article VII--  Payment of Benefits.........................................39
         7.1      General..................................................39
         7.2      Non-Hardship Withdrawals.................................39

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         7.3      Hardship Distributions...................................40
         7.4      Distribution of Benefits Following Retirement Or
                    Termination of Service.................................43
         7.5      Payments upon Retirement or Disability...................43
         7.6      Payments upon Termination of Service for Reasons
                    Other Than
                  Retirement or Disability.................................45
         7.7      Payments Upon Death......................................46
         7.8      Direct Rollover of Eligible Rollover Distributions.......48
         7.9      Commencement of Benefits.................................49

Article VIII--  Loans to Participants......................................52
         8.1      Definitions and Conditions...............................52
         8.2      Loan Amount..............................................52
         8.3      Term of Loan.............................................52
         8.4      Operational Provisions...................................53
         8.5      Repayments...............................................54
         8.6      Default..................................................55
         8.7      Coordination of Outstanding Account and Payment
                    of Benefits............................................55

Article IX--  Administration...............................................57
         9.1      General Administration of the Plan.......................57
         9.2      Designation of Named Fiduciaries.........................57
         9.3      Responsibilities of Fiduciaries..........................57
         9.4      Plan Administrator.......................................58
         9.5      Committee................................................58
         9.6      Powers and Duties of the Committee.......................59
         9.7      Certification of Information.............................60
         9.8      Authorization of Benefit Payments........................60
         9.9      Payment of Benefits to Legal Custodian...................60
         9.10     Service in More Than One Fiduciary Capacity..............61
         9.11     Payment of Expenses......................................61

Article X--  Benefit Claims Procedure......................................62
         10.1     Definition...............................................62
         10.2     Claims...................................................62
         10.3     Disposition of Claim.....................................62
         10.4     Denial of Claim..........................................62
         10.5     Inaction by Plan Administrator...........................63
         10.6     Right to Full and Fair Review............................63
         10.7     Time of Review...........................................63
         10.8     Final Decision...........................................63

Article XI--  Amendment, Termination, and Withdrawal.......................64
         11.1     Amendment and Termination................................64
         11.2     Withdrawal from the Trust Fund...........................64

Article XII--  Top-Heavy Plan Provisions...................................65
         12.1     Introduction.............................................65

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         12.2     Definitions..............................................65
         12.3     Minimum Contributions....................................69
         12.4     Impact on Section 415 Maximum Benefits...................71
         12.5     Vesting..................................................71

Article XIII--  Miscellaneous Provisions...................................72
         13.1     No Right to Continued Employment.........................72
         13.2     Merger, Consolidation, or Transfer.......................72
         13.3     Nonalienation of Benefits................................72
         13.4     Missing Payee............................................72
         13.5     Affiliated Employers.....................................73
         13.6     Successor Employer.......................................73
         13.7     Return of Employer Contributions.........................73
         13.8     Adoption of Plan by Affiliated Employer..................73
         13.9     Construction of Language.................................74
         13.10    Headings.................................................74
         13.11    Governing Law............................................74






                                  Introduction


Effective  as of January  1, 1986,  Atlantic  Liberty  Savings  F.A.("Employer")
adopted the Atlantic Liberty Savings, F.A. Salary Reduction Plan ("Prior Plan").


Effective  as of December 1, 1999,  the  Employer  adopted  resolutions  wherein
RSGroup  Trust  Company  ("RTC")  was  named  successor  trustee  and the  Trust
Agreement between the Employer and RTC ("Trust Agreement") was adopted.


Effective as of December 1, 1999,  the Prior Plan is amended and restated in its
entirety.  The amended  and  restated  plan shall be known as  Atlantic  Liberty
Savings  F.A.  401(k)  Savings  Plan  ("Plan"),  shall  contain  the  terms  and
conditions  set  forth  herein,  and shall in all  respects  be  subject  to the
provisions of the Trust Agreement which are incorporated  herein and made a part
hereof.


The Plan as amended  and  restated  hereunder  incorporates  a cash or  deferred
arrangement  under  Section  401(k) of the  Internal  Revenue  Code of 1986,  as
amended ("Code").


The Plan shall  constitute a  profit-sharing  plan within the meaning of Section
401(a) of the Code,  without  regard to  current or  accumulated  profits of the
Employer, as provided in Section 401(a)(27) of the Code.


The Plan as amended and restated  hereunder is generally  effective  December 1,
1999, the Restatement  Date.  However,  certain  provisions are effective on the
earlier dates indicated within the Plan. These earlier, retroactive,  provisions
comply with all Internal Revenue Service  legislation and regulations  issued to
date addressing tax-qualified plans, including the Uniformed Services Employment
and Reemployment Rights Act of 1994, the Uruguay Round Agreements Act, the Small
Business Job  Protection  Act of 1996,  the Taxpayer  Relief Act of 1997 and the
Restructuring and Reform Act of 1998 (commonly referred to as GUST II).


Subject to any amendments that may subsequently be adopted by the Employer prior
to his Termination of Service, the provisions set forth in this Plan shall apply
to an Employee who is in the  employment of the Employer on or after December 1,
1999. Except to the extent specifically required to the contrary under the terms
of this Plan,  for  terminations  of employment  prior to December 1, 1999,  the
rights and benefits of a former  participant  shall be  determined in accordance
with the  provisions  of the Prior  Plan as in effect on the date of the  former
participant's termination of employment.


The Employer has herein  restated the Plan with the intention  that (a) the Plan
shall at all times be qualified  under Section 401(a) of the Code, (b) the Trust
Agreement shall be tax-exempt under Section 501(a) of the Code, and (c) Employer
contributions  under the Plan shall be tax  deductible  under Section 404 of the
Code. The provisions of the Plan and the Trust  Agreement  shall be construed to
effectuate such intentions.

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Effective  January 1, 2001, the Plan is amended to meet the  requirements  for a
designed-based   "safe  harbor"   arrangement  under  Sections   401(k)(12)  and
401(m)(11) of the Code.





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                                   Article I--

                                   Definitions

The following words and phrases shall have the meanings  hereinafter ascribed to
them. Those words and phrases which have limited  application are defined in the
respective Articles in which such terms appear.


1.1      Accounts means the Before-Tax  Contribution  Account (including Special
         Contributions,  if any), Matching Contribution  Account,  Discretionary
         Employer   Contribution  Account  and  Rollover   Contribution  Account
         established under the Plan on behalf of an Employee.


1.2      Actual  Contribution  Percentage  means,  prior to January 1, 2001, the
         ratio (expressed as a percentage) of the Matching  Contributions  under
         the Plan which are made on behalf of an Eligible  Employee for the Plan
         Year to such Eligible Employee's compensation (as defined under Section
         414(s)  of  the  Code)  for  the  Plan  Year.  An  Eligible  Employee's
         compensation  hereunder shall include compensation  receivable from the
         Employer for that portion of the Plan Year during which the Employee is
         an Eligible  Employee,  up to a maximum of one hundred  sixty  thousand
         dollars  ($160,000)  for the  1997,  1998 and 1999  Plan  Years and one
         hundred  seventy  thousand  dollars  ($170,000) for the 2000 Plan Year,
         adjusted in multiples of ten thousand  dollars  ($10,000) for increases
         in the  cost-of-living,  as prescribed by the Secretary of the Treasury
         under  Section  401(a)(17)(B)  of the Code.  With respect to Plan Years
         commencing prior to January 1, 1997, in determining  compensation,  the
         rules of Section  414(q)(6)  of the Code  applied  except that the term
         "family"  included only the Spouse and those lineal  descendants of the
         Employee who had not attained age nineteen (19) before the close of the
         Plan Year.


1.3      Actual Deferral  Percentage means,  prior to January 1, 2001, the ratio
         (expressed as a percentage) of the sum of Before-Tax Contributions, and
         those Qualified Nonelective  Contributions taken into account under the
         Plan for the purpose of  determining  the Actual  Deferral  Percentage,
         which are made on behalf of an Eligible  Employee  for the Plan Year to
         such Eligible Employee's  compensation (as defined under Section 414(s)
         of the Code) for the Plan Year.  An  Eligible  Employee's  compensation
         hereunder shall include  compensation  receivable from the Employer for
         that  portion of the Plan Year during which the Employee is an Eligible
         Employee,  up to a  maximum  of  one  hundred  sixty  thousand  dollars
         ($160,000)  for the  1997,  1998 and 1999 Plan  Years  and one  hundred
         seventy thousand dollars ($170,000) for the 2000 Plan Year, adjusted in
         multiples  of ten  thousand  dollars  ($10,000)  for  increases  in the
         cost-of-living,  as prescribed  by the Secretary of the Treasury  under
         Section   401(a)(17)(B)  of  the  Code.  With  respect  to  Plan  Years
         commencing prior to January 1, 1997, in determining  compensation,  the
         rules of Section  414(q)(6)  of the Code  applied  except that the term
         "family"  included only the Spouse and those lineal  descendants of the
         Employee who had not attained age nineteen (19) before the close of the
         Plan Year.


1.4      Affiliated  Employer means a member of an affiliated  service group (as
         defined  under  Section  414(m) of the  Code),  a  controlled  group of
         corporations  (as defined under Section 414(b) of the Code), a group of
         trades or  businesses  under common  control (as defined  under Section

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         414(c) of the  Code) of which the  Employer  is a member,  any  leasing
         organization  (as defined under Section  414(n) of the Code)  providing
         the services of Leased  Employees to the  Employer,  or any other group
         provided for under any and all Income Tax  Regulations  promulgated  by
         the Secretary of the Treasury under Section 414(o) of the Code.


1.5      Affiliated  Service means employment with an employer during the period
         that such employer is an Affiliated Employer.


1.6      Average Actual Contribution Percentage means, prior to January 1, 2001,
         the  average of the Actual  Contribution  Percentages  of (a) the group
         comprised of Eligible Employees who are Highly Compensated Employees or
         (b) the  group  comprised  of  Eligible  Employees  who are  Non-Highly
         Compensated Employees, whichever is applicable.


1.7      Average Actual Deferral Percentage means, prior to January 1, 2001, the
         average of the Actual  Deferral  Percentages of (a) the group comprised
         of Eligible Employees who are Highly  Compensated  Employees or (b) the
         group  comprised of Eligible  Employees who are Non-Highly  Compensated
         Employees, whichever is applicable.


1.8      Before-Tax Contribution Account means the separate,  individual account
         established   on  behalf   of  a   Participant   to  which   Before-Tax
         Contributions and Special  Contributions if any, made on his behalf are
         credited,  together  with all earnings and  appreciation  thereon,  and
         against   which  are   charged   any   withdrawals,   loans  and  other
         distributions  made from such account and any losses,  depreciation  or
         expenses allocable to amounts credited to such account.


1.9      Before-Tax  Contributions  means the contributions of the Employer made
         in   accordance   with  the   Compensation   Reduction   Agreements  of
         Participants pursuant to Section 3.1.


1.10     Beneficiary means any person who is receiving or is eligible to receive
         a benefit  under  Section 7.7 of the Plan upon the death of an Employee
         or former Employee.


1.11     Board means the board of trustees, directors or other governing body of
         the Sponsoring Employer.


1.12     Code means the Internal  Revenue Code of 1986,  as amended from time to
         time.


1.13     Committee  means the person or persons  appointed  by the  Employer  in
         accordance with Section 9.2(b).


1.14     Compensation  means,  prior to January 1, 2001,  the base  compensation
         receivable by an Employee from the Employer for the calendar year prior
         to any reduction pursuant to a Compensation  Reduction Agreement.  Base
         compensation shall include salary, Before-Tax Contributions,  wages and
         wage continuation  payments to an Employee who is absent due to illness
         or  disability  of a  short-term  nature,  the  amount of any  Employer
         contributions  under a  flexible  benefits  program  maintained  by the

                                       4



         Employer  under Section 125 of the Code pursuant to a salary  reduction
         agreement entered into by the Participant under Section 125 of the Code
         or under a  "qualified  transportation  fringe"  benefit  described  in
         Section  132(f) of the Code, and shall exclude  overtime,  commissions,
         expense allowances,  severance pay, fees, bonuses, contributions (other
         than  Before-Tax  Contributions)  made by the Employer to the Plan, and
         contributions  made by the  Employer to any other  pension,  insurance,
         welfare, or other employee benefit plan.


         Commencing  January 1, 2001,  Compensation  means an Employee's  wages,
         salary,  fees and other  amounts  defined  as  compensation  in Section
         415(c)(3) of the Code and Income Tax Regulations Sections 1.415-2(d)(2)
         and (3), received for personal services actually rendered in the course
         of  employment  with the Employer for the calendar  year,  prior to any
         reduction pursuant to a Compensation Reduction Agreement.  Compensation
         shall include  commissions,  compensation  based on profits,  overtime,
         bonuses,  wage  continuation  payments  to an  Employee  absent  due to
         illness  or  disability  of a  short-term  nature,  the  amount  of any
         Employer  contributions under a flexible benefits program maintained by
         the  Employer  under  Section  125 of the  Code  pursuant  to a  salary
         reduction  agreement  entered into by the Participant under Section 125
         of the  Code,  or under a  "qualified  transportation  fringe"  benefit
         described in Section 132(f) of the Code,  amounts paid or reimbursed by
         the Employer for Employee moving expenses (to the extent not deductible
         by the  Employee),  and the  value  of any  nonqualified  stock  option
         granted to an Employee by the  Employer  (to the extent  includable  in
         gross  income  for the year  granted).  Compensation  does not  include
         contributions  made by the  Employer  to any  other  pension,  deferred
         compensation,  welfare or other employee benefit plan, amounts realized
         from the  exercise  of a  nonqualified  stock  option  or the sale of a
         qualified  stock option,  and other  amounts which receive  special tax
         benefits.


         Commencing  January 1, 1997,  Compensation shall not exceed one hundred
         sixty  thousand  dollars  ($160,000)  for the 1997,  1998 and 1999 Plan
         Years and one hundred seventy thousand dollars  ($170,000) for the 2000
         and 2001 Plan Years,  adjusted in  multiples  of ten  thousand  dollars
         ($10,000)  for  increases in the  cost-of-living,  as prescribed by the
         Secretary of the Treasury under Section  401(a)(17)(B) of the Code. For
         purposes  of  this  Section   1.14,   if  the  Plan  Year  in  which  a
         Participant's  Compensation  is being  made is less  than  twelve  (12)
         calendar months, the amount of Compensation taken into account for such
         Plan Year shall be the adjusted amount,  as prescribed by the Secretary
         of the Treasury  under Section  401(a)(17)  of the Code,  for such Plan
         Year multiplied by a fraction,  the numerator of which is the number of
         months  taken into  account for such Plan Year and the  denominator  of
         which is twelve (12). In determining the dollar  limitation  hereunder,
         compensation  received from any Affiliated Employer shall be recognized
         as Compensation. With respect to Plan Years commencing prior to January
         1, 1997, in determining the dollar limitation  hereunder,  compensation
         received from any Affiliated  Employer was  recognized as  Compensation
         and the rules of Section  414(q)(6) of the Code applied except that the
         term "family" included only the Spouse and those lineal  descendants of
         the Employee who had not attained age nineteen (19) before the close of
         the Plan Year.

                                       5


1.15     Compensation   Reduction  Agreement  means  an  agreement  between  the
         Employer and an Eligible  Employee whereby the Eligible Employee agrees
         to reduce his Compensation  during the applicable  payroll period by an
         amount equal to any whole percentage thereof, to the extent provided in
         Section 3.1, and the Employer  agrees to  contribute to the Trust Fund,
         on behalf of such Eligible  Employee,  an amount equal to the specified
         reduction in Compensation.


1.16     Disability  means a  physical  or mental  condition,  determined  after
         review of those medical reports deemed  satisfactory  for this purpose,
         which  renders  the   Participant   eligible  for  benefits  under  the
         Employer's long term disability plan.


1.17     Discretionary   Employer   Contribution  Account  means  the  separate,
         individual  account  established  on behalf of an Eligible  Employee to
         which  Discretionary  Employer  Contributions,  if any,  are  credited,
         together with all earnings and appreciation  thereon, and against which
         are charged any withdrawals,  loans and other  distributions  made from
         such  account,  as  well  as  any  losses,  depreciation,  or  expenses
         allocable to amounts credited to such account.


1.18     Discretionary   Employer  Contributions  means  the  amounts,  if  any,
         contributed by the Employer on behalf of an Eligible Employee, pursuant
         to Section 3.8.


1.19     Early  Retirement Date means the first day of any month coincident with
         or following the  Participant's  attainment of age  fifty-five  and the
         completion of five (5) Years of Service.


1.20     Effective Date means January 1, 1986.


1.21     Eligibility  Computation Period means a twelve consecutive month period
         commencing on an Employee's Employment  Commencement Date and each Plan
         Year thereafter.  The succeeding  twelve (12) consecutive  month period
         begins  with  the  Plan  Year  which   commences  prior  to  the  first
         anniversary of the Employee's  Employment  Commencement Date regardless
         of whether the  Employee is entitled to be credited  with one  thousand
         (1,000)  Hours of Service  during the initial  Eligibility  Computation
         Period.


1.22     Eligible  Employee  means an Employee who is eligible to participate in
         the Plan pursuant to the provisions of Article II.


1.23     Employee means any person employed by the Employer.


1.24     Employer means Atlantic  Liberty  Savings,  F.A. and any  Participating
         Affiliate  or  any  successor  organization  which  shall  continue  to
         maintain the Plan set forth herein.


1.25     Employer Resolutions means resolutions adopted by the Board.


1.26     Employment  Commencement Date means the date on which an Employee first
         performs an Hour of Service for the Employer  upon  initial  employment
         or, if applicable, upon reemployment.

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1.27     ERISA means the Employee  Retirement  Income  Security Act of 1974,  as
         amended from time to time.


1.28     Forfeitures means any amounts forfeited pursuant to Section 4.2.


1.29     Hardship means the condition described in Section 7.3.


1.30     Highly  Compensated  Employee  means,  with  respect  to  a  Plan  Year
         commencing January 1, 1997, an Employee or an employee of an Affiliated
         Employer  who is such an Employee or employee  during the Plan Year for
         which a determination is being made and who:


         (a)      during the Plan Year  immediately  preceding the Plan Year for
                  which a determination is being made, received  compensation as
                  defined under Section  414(q)(4) of the Code ("Section  414(q)
                  Compensation") from the Employer, in excess of eighty thousand
                  dollars  ($80,000),  and  effective  for the 2000  Plan  Year,
                  eighty five thousand dollars ($85,000), adjusted as prescribed
                  by the Secretary of the Treasury  under Section  415(d) of the
                  Code, or


         (b)      at any time during the Plan Year for which a determination  is
                  being  made or at any time  during  the Plan Year  immediately
                  preceding  the Plan  Year for which a  determination  is being
                  made,  was a  five-percent  owner as described  under  Section
                  414(q)(2) of the Code.


         For purposes of subsection (a) above, Section 414(q) Compensation shall
         include (A) any elective  deferral (as defined in Section  402(g)(3) of
         the Code,  and (B) any amount which is  contributed  or deferred by the
         Employer at the election of the Employee and which is not includable in
         the gross income of the Employee by reason of Section 125 or 457 of the
         Code.


         Highly  Compensated  Employee  also  means a  former  Employee  who (A)
         incurred  a  Termination  of  Service  prior  to the  Plan  Year of the
         determination,  (B) is not credited with an Hour of Service  during the
         Plan Year of the  determination  and (C) satisfied the  requirements of
         subsection (a) or (b) during either the Plan Year of his Termination of
         Service or any Plan Year ending  coincident  with or  subsequent to the
         Employee's attainment of age fifty-five (55).


         Prior to  January  1,  1997,  if,  during  either  the Plan Year of the
         determination  or the  preceding  Plan Year,  an Employee  was a family
         member of either (1) a  five-percent  owner (as defined  under  Section
         414(q)(3) of the Code),  or (2) a Highly  Compensated  Employee who was
         among the ten (10) highly compensated  Employees  receiving the highest
         Section 414(q)  Compensation  from the Employer  during such Plan Year,
         the Section 414(q)  Compensation  and the Accounts of the family member
         were aggregated with the Section 414(q)  Compensation  and the Accounts
         of such  Highly  Compensated  Employee  and the  family  member and the
         Highly  Compensated  Employee  were treated as a single  Employee.  For
         purposes of this  Section  1.30,  family  member  included  the Spouse,
         lineal  ascendants and  descendants of the Employee or former  Employee
         and the spouse of a lineal ascendant or descendant.

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         For  purposes of this  Section  1.30,  if either (aa) the Plan Year for
         which a determination  is being made or (bb) the Plan Year  immediately
         preceding the Plan Year for which a  determination  is being made, is a
         short Plan Year,  the  determination  shall be made for the twelve (12)
         month period which commences on the first day of such short Plan Year.


1.31     Hour of Service means the following:


         (a)      each hour for which an Employee is directly or indirectly paid
                  or entitled to payment, by the Employer for the performance of
                  duties.  These hours shall be credited to the Employee for the
                  computation   period  or  periods  in  which  the  duties  are
                  performed; and


         (b)      each hour,  for which an Employee  is  directly or  indirectly
                  paid or entitled to payment by the Employer for reasons  (such
                  as but not limited to vacation,  sickness or disability) other
                  than for the  performance of duties  (irrespective  of whether
                  the employment relationship has terminated). These hours shall
                  be  credited to the  Employee  for the  computation  period or
                  periods in which the nonperformance of duties occur; and


         (c)      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.  These same Hours of
                  Service  shall not be credited  under both  subsection  (a) or
                  subsection (b) and under this subsection (c).


         (d)      Hours of Service  shall be computed and credited in accordance
                  with  Section   2530.200b-2   of  the   Department   of  Labor
                  Regulations which are incorporated herein by reference.


         (e)      Hours of Service shall include Affiliated Service.


         Hours  of  Service  for  whom  records  are  not  maintained  shall  be
         determined  on  the   assumption   that  each  Employee  has  completed
         forty-five  (45)  Hours of  Service  per week for each week in which he
         would be required to be credited with at least one (1) Hour of Service.


1.32     Investment  Accounts means any and all of the Plan investment  accounts
         established  for the  purpose of  investing  contributions  made to the
         Trust Fund in accordance  with the  provisions of the Trust  Agreement.
         The property in which  contributions to the Investment  Accounts may be
         invested  shall be specified in the Trust  Agreement  and the rights of
         the Trustee shall be established  in accordance  with the provisions of
         such Trust Agreement.

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1.33     Leased  Employee  means,  with respect to Plan Years  commencing on and
         after January 1, 1997,  any  individual  (other than an Employee of the
         Employer or an employee of an Affiliated  Employer) who, pursuant to an
         agreement between the Employer or any Affiliated Employer and any other
         person  ("leasing  organization"),   has  performed  services  for  the
         Employer or any Affiliated Employer on a substantially  full-time basis
         for a period of at least one (1) year,  and such services are performed
         under the  primary  direction  of and  control by the  Employer  or any
         Affiliated  Employer.  A determination  as to whether a Leased Employee
         shall be  treated  as an  Employee  of the  Employer  or an  Affiliated
         Employer  shall be made as  follows:  a Leased  Employee  shall  not be
         considered  an  Employee  of the  Employer  if: (a) such  employee is a
         participant  in  a  money   purchase   pension  plan  providing  (i)  a
         nonintegrated  Employer contribution rate of at least ten percent (10%)
         of compensation,  as defined in Section 415(c)(3) of the Code, however,
         including  amounts  contributed  pursuant to a  compensation  reduction
         agreement which are excludable  from the employee's  gross income under
         Section 125, Section 402(e)(3),  Section 402(h)(1)(B) or Section 403(b)
         of the Code;  (ii)  immediate  plan  participation;  and (iii) full and
         immediate vesting; and (b) Leased Employees do not constitute more than
         twenty   percent  (20%)  of  the  Employer's   Non-Highly   Compensated
         Employees.


1.34     Matching  Contribution  Account means the separate,  individual account
         established   on  behalf  of  a  Participant   to  which  the  Matching
         Contributions and "matching contributions" from the Prior Plan, if any,
         made on such  Participant's  behalf  after  the  Restatement  Date  are
         credited,  together  with all earnings and  appreciation  thereon,  and
         against   which  are   charged   any   withdrawals,   loans  and  other
         distributions  made from such account and any losses,  depreciation  or
         expenses allocable to amounts credited to such account.


1.35     Matching  Contributions  means the  contributions  made by the Employer
         pursuant to Section 3.4.


1.36     Named Fiduciaries means the Trustee and the Committee designated by the
         Sponsoring   Employer   to  control  and  manage  the   operation   and
         administration of the Plan.


1.37     Net Value means the value of an Employee's Accounts as determined as of
         the  Valuation  Date  coincident  with  or  next  following  the  event
         requiring such determination.


1.38     Non-Highly  Compensated Employee means, with respect to a Plan Year, an
         Employee who is not a Highly Compensated Employee. With respect to Plan
         Years  commencing  prior to  January 1,  1997,  Non-Highly  Compensated
         Employee  meant,  with  respect to a Plan  Year,  an  Employee  who was
         neither a Highly  Compensated  Employee nor a family member as provided
         in Section 414(q)(6) of the Code.


1.39     Normal Retirement Age means the date an Employee attains age sixty-five
         (65).


1.40     Normal Retirement Date means the first day of the month coincident with
         or next following the Participant's Normal Retirement Age.

                                       9


1.41     One Year  Break in  Service  means an  Eligibility  Computation  Period
         during which the Employee did not complete more than five hundred (500)
         Hours of Service.


         For purposes of determining if an Employee incurred a One Year Break in
         Service,  if an Employee is absent from  employment  for  maternity  or
         paternity reasons,  such Employee shall receive credit for the Hours of
         Service which would  otherwise  have been credited to such Employee but
         for such  absence  but in no event shall more than five  hundred  (500)
         Hours of Service be credited during a computation  period.  Such credit
         shall be applied to the  computation  period  during which such absence
         from  employment  first occurs,  if such credit will prevent a One Year
         Break in  Service,  otherwise,  such  credit  shall be  applied  to the
         immediately  following  computation  period. An absence from employment
         for  maternity or paternity  reasons  means an absence (a) by reason of
         pregnancy  of the  Employee,  or (b) by reason of a birth of a child of
         the  Employee,  or (c) by reason of the  placement  of a child with the
         Employee  in  connection  with  the  adoption  of  such  child  by such
         Employee,  or (d) for  purposes  of caring  for such child for a period
         beginning immediately following such birth or placement.


1.42     Participant  means an Eligible  Employee who participates in accordance
         with the provisions of Section 2.3, and whose participation in the Plan
         has not been  terminated in accordance  with the  provisions of Section
         2.4.

1.43     Participating  Affiliate  means any  corporation  that is a member of a
         controlled group of corporations  (within the meaning of Section 414(b)
         of the  Code) of which  the  Sponsoring  Employer  is a member  and any
         unincorporated  trade or business that is a member of a group of trades
         or  businesses  under  common  control  (within  the meaning of Section
         414(c)  of the  Code) of which  the  Sponsoring  Employer  is a member,
         which,  with the prior approval of the Sponsoring  Employer and subject
         to such  terms and  conditions  as may be  imposed  by such  Sponsoring
         Employer and the Trustee,  shall adopt this Plan in accordance with the
         provisions of Section 13.8 and the Trust  Agreement.  Such entity shall
         continue to be a Participating  Affiliate until such entity  terminates
         its participation in the Plan in accordance with Section 13.8.

1.44     Plan means the Atlantic Liberty  Savings,  F.A. 401(k) Savings Plan, as
         herein restated and as it may be amended from time to time.


1.45     Plan Administrator means the person or persons who have been designated
         as such by the Employer in  accordance  with the  provisions of Section
         9.4.


1.46     Plan Year means the calendar year.


1.47     Postponed  Retirement Date means the first day of the month  coincident
         with or next following a Participant's  date of actual retirement which
         occurs after his Normal Retirement Date.


1.48     Prior Plan means the Atlantic  Liberty  Savings,  F.A. Salary Reduction
         Plan as in effect on the date  immediately  preceding  the  Restatement
         Date.

                                       10


1.49     Qualified  Nonelective  Contributions means  contributions,  other than
         Matching Contributions and Discretionary Employer  Contributions,  made
         by the  Employer,  which (a)  Participants  may not elect to receive in
         cash  in lieu of  their  being  contributed  to the  Plan;  (b) are one
         hundred  percent  (100%)  nonforfeitable  when  made;  and  (c) are not
         distributable  under  the  terms of the Plan to  Participants  or their
         Beneficiaries until the earliest of:


         (i)      the Participant's death, Disability or separation from service
                  for other reasons;


         (ii)     the  Participant's  attainment of age  fifty-nine and one-half
                  (59-1/2); or


         (iii)    termination of the Plan.


         Special   Contributions   defined  under  Section  1.54  are  Qualified
         Nonelective Contributions.


1.50     Restatement Date means December 1, 1999.


1.51     Retirement Date means the  Participant's  Normal Retirement Date, Early
         Retirement Date or Postponed Retirement Date, whichever is applicable.


1.52     Rollover  Contribution  means (a) a  contribution  to the Plan of money
         received by an Employee from a qualified plan or (b) a contribution  to
         the Plan of money  transferred  directly from another qualified plan on
         behalf of the  Employee,  which the Code permits to be rolled over into
         the Plan.


1.53     Rollover  Contribution  Account means the separate,  individual account
         established   on  behalf  of  an   Employee   to  which  his   Rollover
         Contributions  are credited together with all earnings and appreciation
         thereon, and against which are charged any withdrawals, loans and other
         distributions  made from such account and any losses,  depreciation  or
         expenses allocable to amounts credited to such account.


1.54     Special  Contributions  means the  contributions  made by the  Employer
         pursuant  to  Section  3.5.   Special   Contributions   are   Qualified
         Nonelective Contributions as defined under Section 1 49.


1.55     Sponsoring  Employer  means  Atlantic  Liberty  Savings,  F.A.,  or any
         successor  organization  which shall  continue to maintain the Plan set
         forth herein.


1.56     Spouse  means a person to whom the  Employee  was  legally  married and
         which  marriage had not been  dissolved by formal  divorce  proceedings
         that had been  completed  prior  to the date on which  payments  to the
         Employee are scheduled to commence.


1.57     Termination  of Service  means the  earlier of (a) the date on which an
         Employee's   service  is  terminated  by  reason  of  his  resignation,
         retirement, discharge, death or Disability or (b) the first anniversary
         of the date on which  such  Employee's  active  service  ceases for any
         other reason.

                                       11


         Service in the Armed Forces of the United  States of America  shall not
         constitute a  Termination  of Service but shall be  considered  to be a
         period of  employment  by the Employer  provided that (i) such military
         service is caused by war or other emergency or the Employee is required
         to serve  under the laws of  conscription  in time of  peace,  (ii) the
         Employee  returns to employment with the Employer within six (6) months
         following  discharge from such military service and (iii) such Employee
         is  reemployed  by the Employer at a time when the Employee had a right
         to  reemployment  at  his  former  position  or  substantially  similar
         position upon  separation  from such  military duty in accordance  with
         seniority  rights as protected  under the laws of the United  States of
         America.  Notwithstanding  any  provision of the Plan to the  contrary,
         effective December 12, 1994, contributions, benefits and calculation of
         Years of Eligibility Service with respect to qualified military service
         will be provided in accordance with Section 414(u) of the Code.


         A leave of absence  granted to an  Employee by the  Employer  shall not
         constitute  a  Termination  of Service  provided  that the  Participant
         returns to the active  service of the Employer at the expiration of any
         such period for which leave has been granted.


1.58     Trust Agreement means the agreement or agreements  between the Employer
         and any  Trustee  pursuant  to which  the Trust  Fund  shall be held in
         trust.


1.59     Trust  Fund means the Plan  assets  held in  accordance  with the Trust
         Agreement.


1.60     Trustee  means  the  RSGroup  Trust  Company,  Portland  Maine,  or any
         successor trustee of the Plan.


1.61     Units  means  the  units  of  measure  of an  Employee's  proportionate
         undivided  beneficial  interest  in  one  or  more  of  the  Investment
         Accounts, valued as of the close of business.


1.62     Valuation Date means each business day.


1.63     Vesting Computation Period means a Plan Year.


1.64     Year of  Eligibility  Service  shall  mean an  Eligibility  Computation
         Period  during  which the  Employee  completes  at least  one  thousand
         (1,000) Hours of Service.


1.65     Year of Service  means a Vesting  Computation  Period  during which the
         Employee completes at least one thousand (1,000) Hours of Service.

                                       12





                                  Article II--

                          Eligibility and Participation

2.1      Eligibility


         (a)      Every  Employee  who  was a  Participant  in  the  Prior  Plan
                  immediately prior to the Restatement Date shall continue to be
                  a Participant on the Restatement Date.


         (b)      Every other  Employee who is not excluded under the provisions
                  of  Section  2.2,  shall  become  an  Eligible  Employee  upon
                  satisfying each of the following conditions:


                  (i)      completion  of one (1) Year of  Eligibility  Service;
                           and


                  (ii)     attainment of age twenty-one (21).


         (c)      For  purposes of  determining  (i) if an Employee  completed a
                  Year of  Eligibility  Service  and (ii)  Years of  Eligibility
                  Service pursuant to Section 2.5, employment with an Affiliated
                  Employer shall be deemed employment with the Employer.


         (d)      An Employee who otherwise  satisfies the  requirements of this
                  Section 2.1 and who is no longer excluded under the provisions
                  of Section 2.2 shall immediately become an Eligible Employee.


2.2      Ineligible Employees


         The following classes of Employees are ineligible to participate in the
         Plan:


         (a)      Leased Employees;


         (b)      Employees  in a unit  of  Employees  covered  by a  collective
                  bargaining  agreement  with  the  Employer  pursuant  to which
                  employee  benefits  were the subject of good faith  bargaining
                  and which agreement does not expressly  provide that Employees
                  of such unit be covered under the Plan; and


         (c)      Employees who are nonresident aliens and who receive no income
                  from sources within the United States of America.


2.3      Participation


         Participation  in the Plan is voluntary with respect to an election for
         Before-Tax  Contributions.  An  Eligible  Employee  may  elect  to make
         Before-Tax  Contributions  in  accordance  with  Section 3.1, as of the
         first  day of  any  payroll  period  of any  calendar  month  following
         satisfaction of the eligibility  requirements set forth in Section 2.1.
         In addition,  an Eligible  Employee will  participate  in the Plan upon
         satisfaction of the eligibility  requirements set forth in Section 2.1,
         with respect to eligibility for (a) Special Contributions in accordance
         with  Section  3.5  or  (b)  Discretionary  Employer  Contributions  in
         accordance with Section 3.8.

                                       13


         An  election  for  Before-Tax   Contributions  shall  be  evidenced  by
         completing  and filing the form  prescribed  by the  Committee not less
         than ten (10) days prior to the date participation is to commence. Such
         form shall  include,  but not be limited to, a  Compensation  Reduction
         Agreement, a designation of Beneficiary, and an investment direction as
         described  in Section  6.1. By  completing  and filing  such form,  the
         Eligible  Employee  authorizes  the  Employer  to make  the  applicable
         payroll   deductions  from   Compensation,   commencing  on  the  first
         applicable  payday coincident with or next following the effective date
         of the  Eligible  Employee's  election to  participate.  In the case of
         Special  Contributions  or  Discretionary  Employer  Contributions,   a
         Participant   shall  complete  a  form  prescribed  by  the  Committee,
         designating a Beneficiary  and an investment  direction as described in
         Section 6.1.


2.4      Termination of Participation


         Participation  in the Plan shall terminate on the earlier of the date a
         Participant dies or the entire vested interest in the Net Value of such
         Participant's Accounts has been distributed.


2.5      Eligibility upon Reemployment


         If an Employee  incurs a One Year Break in Service  prior to satisfying
         the eligibility  requirements of Section 2.1, service prior to such One
         Year Break in  Service  shall be  disregarded  and such  Employee  must
         satisfy the eligibility requirements of Section 2.1 as a new Employee.


         If an Employee incurs a One Year Break in Service after  satisfying the
         eligibility requirements of Section 2.1 and:


         (a)      if such  Employee is not vested in any Matching  Contributions
                  and/or Discretionary Employer Contributions, incurs a One Year
                  Break in Service and again  performs  an Hour of Service,  the
                  Employee  shall receive credit for Hours of Service prior to a
                  One Year  Break in Service  only if the number of  consecutive
                  One Year  Breaks in Service is less than the  greater  of: (i)
                  five (5) years or (ii) the aggregate number of such Employee's
                  Years of  Eligibility  Service  credited  before  his One Year
                  Break  in  Service.   If  such  former   Employee's  Years  of
                  Eligibility Service prior to his One Year Break in Service are
                  recredited  under this Section 2.5, such former Employee shall
                  be  eligible to  participate  immediately  upon  reemployment,
                  provided  such  Employee is not  excluded  from  participating
                  under the provisions of Section 2.2. If such former Employee's
                  Years of  Eligibility  Service  prior to his One Year Break in
                  Service  are not  recredited  under  this  Section  2.5,  such
                  Employee must satisfy the eligibility  requirements of Section
                  2.1 as a new Employee;

                                       14


         (b)      if such  Employee  is  vested  in any  Matching  Contributions
                  and/or Discretionary Employer Contributions, incurs a One Year
                  Break in Service and again  performs  an Hour of Service,  the
                  Employee shall receive credit for Years of Eligibility Service
                  prior to his One Year Break in Service  and shall be  eligible
                  to  participate  in the Plan  immediately  upon  reemployment,
                  provided  such  Employee is not  excluded  from  participating
                  under the provisions of Section 2.2.


                                       15




                                  Article III--

                 Contributions and Limitations on Contributions

3.1      Before-Tax Contributions


         The  Employer  shall make  Before-Tax  Contributions  for each  payroll
         period  in an  amount  equal to the  amount  by  which a  Participant's
         Compensation  has been  reduced  with  respect to such period under his
         Compensation Reduction Agreement.  Subject to the limitations set forth
         in Sections  3.2 and 3.12,  the amount of reduction  authorized  by the
         Eligible Employee shall be whole  percentages  and/or fractions thereof
         of Compensation and shall not be less than one percent (1%) nor greater
         than ten percent (10%). The Before-Tax  Contributions made on behalf of
         a  Participant  shall  be  credited  to such  Participant's  Before-Tax
         Contribution  Account and shall be invested in accordance  with Article
         VI of the Plan.


3.2      Limitation on Before-Tax Contributions


         The following  Sections  3.2(a),  (b), (c) and (d), below,  shall apply
         with  respect  to Plan  Years  beginning  prior  to  January  1,  2001.
         Thereafter,  commencing  January 1,  2001,  the  alternative  method of
         meeting  the  non-discrimination  requirements  set  forth  in  Section
         401(k)(12) of the Code shall apply.


         (a)      Commencing  January  1, 1997,  the  percentage  of  Before-Tax
                  Contributions  made on behalf of a Participant who is a Highly
                  Compensated  Employee  shall be  limited  so that the  Average
                  Actual  Deferral  Percentage  for the  group  of  such  Highly
                  Compensated  Employees  for the Plan Year does not  exceed the
                  greater of:


                  (i)      the Average Actual Deferral  Percentage for the group
                           of Eligible Employees who were Non-Highly Compensated
                           Employees for the preceding  Plan Year  multiplied by
                           1.25; or


                  (ii)     the Average Actual Deferral  Percentage for the group
                           of Eligible Employees who were Non-Highly Compensated
                           Employees for the preceding  Plan Year  multiplied by
                           two (2), provided, that the difference in the Average
                           Actual   Deferral   Percentage  for  eligible  Highly
                           Compensated   Employees   and   eligible   Non-Highly
                           Compensated  Employees  does not exceed  two  percent
                           (2%).  Use of this  alternative  limitation  shall be
                           subject to the  provisions of Income Tax  Regulations
                           issued under Code  Section  401(m)(9)  regarding  the
                           multiple use of the alternative  limitation set forth
                           in Sections 401(k) and 401(m) of the Code.


                  The preceding Plan Year testing method can only be modified if
                  the Plan meets the  requirements  for changing to current Plan
                  Year testing as set forth in Internal  Revenue  Service Notice
                  98-1, or any successor  future guidance issued by the Internal
                  Revenue Service.

                                       16


                  The above  subsections  (i) and (ii)  shall be  subject to the
                  distribution  provisions  of the  last  paragraph  of  Section
                  3.12(f).


                  If the Average  Actual  Deferral  Percentage  for the group of
                  eligible Highly Compensated  Employees exceeds the limitations
                  set forth in the  preceding  paragraph,  the  amount of excess
                  Before-Tax  Contributions  for a Highly  Compensated  Employee
                  shall be determined by "leveling" (as hereafter defined),  the
                  highest  Before-Tax  Contributions  made by Highly Compensated
                  Employees  until the Average Actual  Deferral  Percentage test
                  for  the  group  of  eligible  Highly  Compensated   Employees
                  complies   with  such   limitations.   For  purposes  of  this
                  paragraph,    "leveling"   means   reducing   the   Before-Tax
                  Contribution  of the  Highly  Compensated  Employee  with  the
                  highest Before-Tax  Contribution amount to the extent required
                  to:


                  (A)      enable  the  Average   Actual   Deferral   Percentage
                           limitations to be met, or


                  (B)      cause such Highly Compensated  Employee's  Before-Tax
                           Contribution amount to equal the dollar amount of the
                           Before-Tax  Contribution  of the  Highly  Compensated
                           Employee    with   the   next   highest    Before-Tax
                           Contribution  amount by  distribution  of such excess
                           Before-Tax Contributions,  as described below, to the
                           Highly   Compensated    Employee   whose   Before-Tax
                           Contributions equal the highest dollar amount,


                  and repeating such process until the Average  Actual  Deferral
                  Percentage  for  the  group  of  eligible  Highly  Compensated
                  Employees complies with the Average Actual Deferral Percentage
                  limitations.


                  If  Before-Tax  Contributions  made on behalf of a Participant
                  during any Plan Year exceed the maximum amount applicable to a
                  Participant  as  set  forth  above,  any  such  contributions,
                  including  any earnings  thereon as  determined  under Section
                  3.9, shall be  characterized  as  Compensation  payable to the
                  Participant  and  shall  be paid to the  Participant  from his
                  Before-Tax Contribution Account no later than two and one-half
                  (2-1/2) months after the close of such Plan Year.


                  If  Before-Tax  Contributions  during any Plan Year exceed the
                  maximum amount applicable to a Participant as set forth above,
                  any Matching Contributions,  including any earnings thereon as
                  determined   under  Section  3.9,  that  are  attributable  to
                  Before-Tax Contributions which are returned to the Participant
                  as provided hereunder,  shall, solely to the extent vested, be
                  paid  to  the   Participant   from  the  applicable   Matching
                  Contribution  Account no later than two and  one-half  (2-1/2)
                  months  after  the  close  of such  Plan  Year.  Any  Matching
                  Contributions not vested shall be treated as Forfeitures under
                  Section 4.2.


                  In the  event  that the Plan  satisfies  the  requirements  of
                  Section  401(k),  401(a)(4)  or  410(b)  of the  Code  only if
                  aggregated  with one or more  other  plans,  or if one or more
                  other  plans  satisfy  the  requirements  of  Section  401(k),
                  401(a)(4)  or 410(b) of the Code only if  aggregated  with the
                  Plan,  then this  Section 3.2 shall be applied by  determining
                  the Actual  Deferral  Percentages of Eligible  Employees as if
                  all such plans were a single plan.

                                       17


                  If any Highly Compensated Employee is a Participant in two (2)
                  or more cash or deferred  arrangements  of the  Employer,  for
                  purposes of determining  the Actual  Deferral  Percentage with
                  respect  to such  Highly  Compensated  Employee,  all  cash or
                  deferred  arrangements  shall  be  treated  as one (1) cash or
                  deferred arrangement.


         (b)      Before-Tax   Contributions   under  this  Plan,  and  elective
                  deferrals (as defined under Section  402(g) of the Code) under
                  all other  plans,  contracts or  arrangements  of the Employer
                  made on behalf of any  Participant  during  the 1997 Plan Year
                  shall not exceed nine thousand five hundred dollars  ($9,500).
                  During  the 1998 and 1999 Plan  Years,  such  amount  shall be
                  increased to ten thousand dollars  ($10,000).  During the 2000
                  and 2001 Plan Years,  such amount  shall be  increased  to ten
                  thousand  five  hundred  dollars  ($10,500).  For  Plan  Years
                  commencing after December 31, 2001,  Before-Tax  Contributions
                  under this Plan, and any elective  deferrals (as defined under
                  Section  402(g) of the Code) under all other plans,  contracts
                  or  arrangements  of the Employer  may be further  adjusted as
                  prescribed  by the  Secretary  of the Treasury  under  Section
                  415(d) of the Code.  This  Section  3.2(b) shall be subject to
                  the  distribution  provisions of the last paragraph of Section
                  3.12(f).


         (c)      If  Before-Tax  Contributions  made on behalf of a Participant
                  during any Plan Year exceed the dollar limitation set forth in
                  subsection  (b),  such  contributions,  including any earnings
                  thereon   as   determined   under   Section   3.9,   shall  be
                  characterized  as Compensation  payable to the Participant and
                  shall  be  paid  to  the   Participant   from  his  Before-Tax
                  Contribution  Account no later than April 15th of the calendar
                  year following the close of such Plan Year.


                  If  Before-Tax  Contributions  during any Plan Year exceed the
                  maximum dollar amount applicable to a Participant as set forth
                  in subsection (b), any Matching  Contributions,  including any
                  earnings  thereon as  determined  under  Section  3.9 that are
                  attributable to Before-Tax Contributions which are returned to
                  the Participant as provided  hereunder,  shall,  solely to the
                  extent vested,  be paid to the Participant from the applicable
                  Matching  Contribution  Account no later than two and one-half
                  (2-1/2) months after the close of such Plan Year. Any Matching
                  Contributions not vested shall be treated as Forfeitures under
                  Section 4.2.


         (d)      Subject to the  requirements  of Sections 401(a) and 401(k) of
                  the Code, the maximum  amounts under  subsections  (a) and (b)
                  may  differ in  amount or  percentage  as  between  individual
                  Participants or classes of Participants,  and any Compensation
                  Reduction  Agreement may be terminated,  amended, or suspended
                  without the consent of any such Participant or Participants in
                  order to comply with the  provisions of such  subsections  (a)
                  and (b).

                                       18


         Effective January 1, 2001, the alternative  method,  referred to above,
         applies.   The  Employer   shall  provide  each  Eligible   Employee  a
         comprehensive notice of the Employee's rights and obligations under the
         Plan,  written in a manner  calculated  to be understood by the average
         Eligible  Employee.  This notice will be provided at least  thirty (30)
         days but not more than  ninety (90) days  before the  beginning  of the
         Plan Year. In the event the Employee becomes an Eligible Employee after
         the ninetieth (90th) day before the beginning of the Plan Year and does
         not receive the notice for that reason,  the notice must be provided no
         more than  ninety  (90) days  before the  Employee  becomes an Eligible
         Employee,  but not later than the date the Employee actually becomes an
         Eligible Employee.


         In addition to any other election periods provided under the Plan, each
         Eligible  Employee  may make or modify a deferral  election  during the
         thirty  (30)-day  period  immediately  following  receipt of the notice
         described in the above paragraph.


3.3      Changes in Before-Tax Contributions


         Unless (a) an election is made to the  contrary,  or (b) a  Participant
         receives a Hardship distribution  pursuant to Section 7.3(c)(iii),  the
         percentage  of  Before-Tax  Contributions  made under Section 3.1 shall
         continue  in  effect  so long  as the  Participant  has a  Compensation
         Reduction  Agreement in force.  A Participant  may, by  completing  the
         applicable  form,  prospectively  increase  or  decrease  the  rate  of
         Before-Tax  Contributions  made on his behalf to any of the percentages
         authorized  under  Section  3.1  or  suspend  Before-Tax  Contributions
         without  withdrawing from  participation in the Plan. Such form must be
         filed at least  ten (10) days  prior to the  first  day of the  payroll
         period  with  respect to which such  change is to become  effective.  A
         Participant  who  has  Before-Tax  Contributions  made  on  his  behalf
         suspended may resume such  contributions  by completing  and filing the
         applicable  form.  An  election  may be made at any time,  which  would
         prospectively   increase,   decrease,   suspend  or  resume  Before-Tax
         Contributions  made on  behalf  of a  Participant.  A  Participant  may
         terminate his Before-Tax Contributions at any time.


         Notwithstanding  the foregoing,  a Participant  who receives a Hardship
         distribution   pursuant   to   Section   7.3(c)(iii)   shall  have  his
         Compensation   Reduction   Agreement  deemed  null  and  void  and  all
         Before-Tax  Contributions  made on behalf of such Participant  shall be
         suspended  until the later to occur of: (i) twelve  (12)  months  after
         receipt of the Hardship  distribution and (ii) the first payroll period
         which occurs ten (10) days  following  the  completion  and filing of a
         Compensation   Reduction   Agreement   authorizing  the  resumption  of
         Before-Tax   Contributions  to  be  made  on  his  behalf.   Before-Tax
         Contributions  following  a  Hardship  distribution  made  pursuant  to
         Section 7.3(c)(iii) shall be subject to the following limitations:


         (A)      Before-Tax  Contributions for the  Participant's  taxable year
                  immediately   following  the  taxable  year  of  the  Hardship
                  distribution  shall not  exceed  the  applicable  limit  under
                  Section 402(g) of the Code for such next taxable year less the
                  amount of such Participant's  Before-Tax Contributions for the
                  taxable year of the Hardship distribution, and

                                       19


         (B)      the percentage of Before-Tax Contributions for the twelve (12)
                  month  period   following  the  mandatory  twelve  (12)  month
                  suspension   period  shall  not  exceed  the   percentage   of
                  Before-Tax  Contributions made on behalf of the Participant as
                  set  forth in the last  Compensation  Reduction  Agreement  in
                  effect prior to the Hardship distribution.


         Before-Tax  Contributions  based on Compensation  for the period during
         which such  contributions  had been  suspended or decreased  may not be
         made up at a later date.


3.4      Matching Contributions


         (a)      Prior  to   January   1,  2001,   the   Employer   shall  make
                  contributions on behalf of each Participant in an amount equal
                  to  sixty   percent  (60%)  of  up  to  ten  percent  of  such
                  Participant's Before-Tax Contributions, up to a maximum of six
                  percent (6%) of the Participant's Compensation.


                  Commencing   January  1,  2001,   the   Employer   shall  make
                  contributions  on  behalf  of each  Participant,  in an amount
                  equal to one  hundred  percent  (100%)  of such  Participant's
                  Before-Tax Contributions,  up to the first six percent (6%) of
                  the Participant's Compensation.


         (b)      Matching  Contributions shall be credited to the Participant's
                  Matching   Contribution  Account  and  shall  be  invested  in
                  accordance with Article VI of the Plan.


         (c)      If a  Participant  terminates  his  Before-Tax  Contributions,
                  Matching Contributions attributable to such contributions will
                  also cease.  If Before-Tax  Contributions  are suspended,  the
                  Matching Contributions attributable to such contributions will
                  be suspended for the same period.  Subject to the  limitations
                  set forth in subsection (a), if Before-Tax  Contributions  are
                  increased or decreased, Matching Contributions attributable to
                  such  contributions  will be increased or decreased during the
                  same  period.  Matching  Contributions  for the period  during
                  which Before-Tax Contributions had been suspended or decreased
                  may not be made up at a later date.


         (d)      Matching  Contributions  may be reviewed  and  modified by the
                  Employer's  Board,  from time to time.  Commencing  January 1,
                  2001,  any such  modifications  may  result  in the  alternate
                  method  of  meeting  the  non-discrimination  requirements  of
                  Section 401(k) no longer applying.


3.5      Special Contributions


         In  addition  to any other  contributions,  the  Employer  may,  in its
         discretion,   make  Special  Contributions  for  a  Plan  Year  to  the
         Before-Tax Contribution Account of any Eligible Employees. Such Special
         Contributions may be limited to the amount necessary to insure that the
         Plan complies with the  requirements of Section 401(k) of the Code. The
         Special Contributions made on behalf of a Participant shall be invested
         in accordance with Article VI of the Plan.

                                       20


         The Employer may provide  that  Special  Contributions  be made only on
         behalf  of  each  Eligible  Employee  who is a  Non-Highly  Compensated
         Employee on the last day of the Plan Year.  Such Special  Contributions
         shall be  allocated  in  proportion  to each such  Eligible  Employee's
         Compensation for the Plan Year.


         Any other  provision  of the Plan to the contrary  notwithstanding,  no
         Matching  Contributions  shall  be made  with  respect  to any  Special
         Contributions.


3.6      Limitation on Matching Contributions


         This Section 3.6 shall apply with respect to Plan Years beginning prior
         to January 1, 2001.  Commencing January 1, 2001, the alternative method
         of meeting  the  non-discrimination  requirements  set forth in Section
         401(m)(11) of the Code shall apply.


         Commencing January 1, 1997, the Actual Contribution  Percentage made on
         behalf of a Participant who is a Highly  Compensated  Employee shall be
         limited so that the  Average  Actual  Contribution  Percentage  for the
         group of such Highly Compensated  Employees for the Plan Year shall not
         exceed the greater of:


         (a)      the Average  Actual  Contribution  Percentage for the group of
                  Eligible Employees who were Non-Highly  Compensated  Employees
                  for the preceding Plan Year multiplied by 1.25, or


         (b)      the Average  Actual  Contribution  Percentage for the group of
                  Eligible Employees who were Non-Highly  Compensated  Employees
                  for the preceding Plan Year  multiplied by two (2),  provided,
                  that  the  difference  in  the  Average  Actual   Contribution
                  Percentage  for Highly  Compensated  Employees and  Non-Highly
                  Compensated Employees does not exceed two percent (2%). Use of
                  this alternative limitation shall be subject to the provisions
                  of Income Tax Regulations  issued under Code Section 401(m)(9)
                  regarding the multiple use of the  alternative  limitation set
                  forth in Sections 401(k) and 401(m) of the Code.


         The preceding Plan Year testing method can only be modified if the Plan
         meets the requirements for changing to current Plan Year testing as set
         forth in Internal  Revenue Service Notice 98-1, or any successor future
         guidance issued by the Internal Revenue Service.


         The above  subsections (a) and (b) shall be subject to the distribution
         provisions of the last paragraph of Section 3.12(f).


         If the Average Actual Contribution Percentage for the group of eligible
         Highly  Compensated  Employees exceeds the limitations set forth in the
         preceding paragraph,  the amount of excess Matching Contributions for a
         Highly  Compensated  Employee  shall be determined  by  "leveling"  (as
         hereafter  defined,)  the  highest  Matching  Contributions  until  the
         Average Actual  Contribution  Percentage test for the group of eligible
         Highly  Compensated  Employees  complies  with  such  limitations.  For
         purposes of this  paragraph,  "leveling"  means  reducing  the Matching
         Contributions  made on behalf of the Highly  Compensated  Employee with
         the highest Matching Contribution amount to the extent required to:

                                       21


         (i)      enable the Average Actual Contribution  Percentage limitations
                  to be met, or


         (ii)     cause such Highly Compensated Employee's Matching Contribution
                  amount to equal the dollar amount of the Matching Contribution
                  made on behalf of the  Highly  Compensated  Employee  with the
                  next highest Matching Contribution amount,


         and  repeating  such  process  until the  Average  Actual  Contribution
         Percentage  for the  group of  eligible  Highly  Compensated  Employees
         complies with the Average Actual Contribution Percentage limitations.


         If  Matching  Contributions  during any Plan Year  exceed  the  maximum
         amount  applicable  to a  Participant  as set  forth  above,  any  such
         contributions,  including  any  earnings  thereon as  determined  under
         Section  3.9,  shall,  solely  to the  extent  vested,  be  paid to the
         Participant from the applicable Matching  Contribution Account no later
         than two and one-half (2-1/2) months after the close of such Plan Year.
         Any Matching  Contributions  not vested shall be treated as Forfeitures
         under Section 4.2.


         In the  event  that the Plan  satisfies  the  requirements  of  Section
         401(m),  401(a)(4) or 410(b) of the Code only if aggregated with one or
         more  other  plans,   or  if  one  or  more  other  plans  satisfy  the
         requirements of Section 401(m), 401(a)(4) or 410(b) of the Code only if
         aggregated  with the Plan,  then this  Section  3.8 shall be applied by
         determining the Actual  Contribution  Percentages of Eligible Employees
         as if all such plans were a single plan.


         If any Highly Compensated  Employee is a Participant in two (2) or more
         plans  of  the  Employer,   for  purposes  of  determining  the  Actual
         Contribution   Percentage  with  respect  to  such  Highly  Compensated
         Employee, all such plans shall be treated as one (1) plan.


3.7      Aggregate Limit; Multiple Use of Alternative Limitation


         This Section 3.7 shall apply with respect to Plan Years beginning prior
         to January 1, 2001.  Commencing January 1, 2001, the alternative method
         of meeting the  non-discrimination  requirements  set forth in Sections
         401(k)(12) and 401(m)(11) of the Code shall apply.


         Commencing January 1, 1997, multiple use of the alternative  limitation
         in  determining  the Average  Actual  Deferral  Percentage  and Average
         Actual Contribution Percentage shall not be permitted.

                                       22


         Multiple use of the alternative  limitation occurs if, for the group of
         Eligible Employees who are Highly Compensated Employees, the sum of the
         Average Actual Deferral  Percentage and the Average Actual Contribution
         Percentage exceeds the Aggregate Limit.


         For  purposes  of this  Section  3.7,  Aggregate  Limit  shall mean the
         greater of (a) or (b), where (a) and (b) are as follows:


         (a)      the sum of:


                  (i)      one hundred twenty-five percent (125%) of the greater
                           of:


                           (A)      the Average Actual  Deferral  Percentage for
                                    the  group of  Eligible  Employees  who were
                                    Non-Highly  Compensated  Employees  for  the
                                    preceding Plan Year; or


                           (B)      the Average Actual  Contribution  Percentage
                                    for the group of Eligible Employees who were
                                    Non-Highly  Compensated  Employees  for  the
                                    preceding Plan Year; and


                  (ii)     two (2) plus the lesser of  subsection  (a)(i)(A)  or
                           (a)(i)(B).  In no event shall this amount  exceed two
                           hundred  percent  (200%) of the lesser of  subsection
                           (a)(i)(A) or (a)(i)(B).


         (b)      the sum of:


                  (i)      one hundred  twenty-five percent (125%) of the lesser
                           of:


                           (A)      the Average Actual  Deferral  Percentage for
                                    the  group of  Eligible  Employees  who were
                                    Non-Highly  Compensated  Employees  for  the
                                    preceding Plan Year; or


                           (B)      the Average Actual  Contribution  Percentage
                                    for the group of Eligible Employees who were
                                    Non-Highly  Compensated  Employees  for  the
                                    preceding Plan Year; and


                  (ii)     two (2) plus the greater of  subsection  (b)(i)(A) or
                           (b)(i)(B).  In no event shall this amount  exceed two
                           hundred  percent  (200%) of the greater of subsection
                           (b)(i)(A) or (b)(i)(B).


         If  multiple  use of the  alternative  limitation  occurs,  the  excess
         Before-Tax  Contributions  for Highly  Compensated  Employees under the
         Plan shall be reduced in accordance with Section 3.2(a).


3.8      Discretionary Employer Contributions


         (a)      Subject to the  limitations of Section 3.12, the Employer may,
                  in  its  sole  and  absolute  discretion,  make  Discretionary
                  Employer   Contributions   to  the  Plan  for  a  Plan   Year.
                  Discretionary  Employer Contributions shall be a percentage of
                  each  Participant's  Compensation  for the Plan Year  provided
                  that such  Participant is in the employ of the Employer on the
                  last day of the Plan Year.

                                       23


         (b)      Notwithstanding  the  foregoing,  a  Participant  who incurs a
                  Termination  of Service prior to the last day of the Plan Year
                  for reasons of death, Disability or retirement on a Retirement
                  Date  shall  receive  a  Discretionary  Employer  Contribution
                  pursuant to Section  3.8(a)  above,  for the Plan Year,  based
                  upon  Compensation  up to  the  date  of  his  Termination  of
                  Service.


         (c)      The  Discretionary  Employer  Contributions  allocated to each
                  Participant   shall   be   credited   to  such   Participant's
                  Discretionary  Employer  Contribution  Account  and  shall  be
                  invested in  accordance  with Article VI of the Plan.  Any and
                  all   withdrawals,    distributions   or   payments   from   a
                  Participant's   Discretionary  Employer  Contribution  Account
                  shall be made in accordance  with Article VII, or Article VIII
                  of the Plan, whichever is applicable.


3.9      Interest on Excess Contributions


         In the event  Before-Tax  Contributions  and/or Matching  Contributions
         made on behalf of a  Participant  during a Plan Year exceed the maximum
         allowable amount as described in Section 3.2(a), 3.2(b) or 3.6 ("Excess
         Contributions") and such Excess  Contributions and earnings thereon are
         payable to the Participant under the applicable provisions of the Plan,
         earnings on such Excess  Contributions  for the period  commencing with
         the first day of the Plan Year in which the Excess  Contributions  were
         made  and  ending   with  the  date  of  payment  to  the   Participant
         ("Allocation  Period")  shall  be  determined  in  accordance  with the
         provisions of this Section 3.9.


         The  earnings  allocable  to  excess  Before-Tax  Contributions  for an
         Allocation  Period  shall be equal to the sum of (a) plus (b) where (a)
         and (b) are determined as follows:


         (a)      The  amount  of  earnings  attributable  to the  Participant's
                  Before-Tax  Contribution  Account for the Plan Year multiplied
                  by a fraction, the numerator of which is the excess Before-Tax
                  Contributions and Special Contributions for the Plan Year, and
                  the  denominator  of which is the sum of (i) the Net  Value of
                  the Participant's  Before-Tax  Contribution  Account as of the
                  last day of the  immediately  preceding Plan Year and (ii) the
                  contributions (including the Excess Contributions) made to the
                  Before-Tax  Contribution  Account on the Participant's  behalf
                  during such Plan Year.


         (b)      The  amount  of  earnings  attributable  to the  Participant's
                  Before-Tax Contribution Account for the period commencing with
                  the first day of the Plan Year in which payment is made to the
                  Participant  and  ending  with  the  date  of  payment  to the
                  Participant  multiplied by a fraction,  the numerator of which
                  is   the   excess   Before-Tax   Contributions   and   Special
                  Contributions made to the Before-Tax  Contribution  Account on
                  the  Participant's  behalf  during  the Plan Year  immediately
                  preceding  the Plan Year in which the  payment  is made to the
                  Participant,  and the denominator of which is the Net Value of
                  the Participant's Before-Tax Contribution Account on the first
                  day of the  Plan  Year in  which  the  payment  is made to the
                  Participant.

                                       24


         The  earnings  allocable  to  excess  Matching   Contributions  for  an
         Allocation  Period  shall be equal to the sum of (A) and (B)  where (A)
         and (B) are determined as follows:


         (A)      The  amount  of  earnings  attributable  to the  Participant's
                  Matching  Contribution Account for the Plan Year multiplied by
                  a  fraction,  the  numerator  of which is the excess  Matching
                  Contributions  for the Plan Year, and the denominator of which
                  is the sum of (I) the Net Value of the Participant's  Matching
                  Contribution  Account  as of the last  day of the  immediately
                  preceding Plan Year and (II) the contributions  (including the
                  Excess   Contributions)  made  to  the  Matching  Contribution
                  Account on the Participant's behalf during such Plan Year.


         (B)      The  amount  of  earnings  attributable  to the  Participant's
                  Matching  Contribution  Account for the period commencing with
                  the first day of the Plan Year in which payment is made to the
                  Participant  and  ending  with  the  date  of  payment  to the
                  Participant  multiplied by a fraction,  the numerator of which
                  is the  excess  Matching  Contributions  made to the  Matching
                  Contribution  Account on the  Participant's  behalf during the
                  Plan  Year  immediately  preceding  the Plan Year in which the
                  payment is made to the  Participant,  and the  denominator  of
                  which  is  the  Net  Value  of  the   Participant's   Matching
                  Contribution  Account  on the  first  day of the Plan  Year in
                  which the payment is made to the Participant.


3.10     Payment of Contributions


         As soon as possible after each payroll period,  but not less often than
         once a month,  the  Employer  shall  deliver  to the  Trustee:  (a) the
         Before-Tax  Contributions  required to be made to the Trust Fund during
         such  payroll  period  under  the  applicable   Compensation  Reduction
         Agreements,  and (b) the amount of all Matching  Contributions required
         to be made to the Trust Fund for such payroll period.


         Special Contributions and Discretionary Employer Contributions shall be
         forwarded  by the  Employer  to the  Trustee no later than the time for
         filing the Employer's  federal  income tax return,  plus any extensions
         thereon, for the Plan Year to which they are attributable.


3.11     Rollover Contributions


         Subject  to such  terms  and  conditions  as may  from  time to time be
         established by the Committee and the Trustee,  an Employee,  whether or
         not a Participant,  may contribute a Rollover Contribution to the Trust
         Fund;  provided,  however,  that such  Employee  shall submit a written
         certification,  in form and substance  satisfactory  to the  Committee,
         that  the  contribution  qualifies  as  a  Rollover  Contribution.  The
         Committee  shall be  entitled to rely on such  certification  and shall
         accept   the   contribution   on  behalf  of  the   Trustee.   Rollover
         Contributions shall be credited to an Employee's Rollover  Contribution
         Account  and shall be  invested in  accordance  with  Article VI of the
         Plan.

                                       25


3.12     Section 415 Limits on Contributions


         (a)      For purposes of this Section  3.12,  the  following  terms and
                  phrases shall have the meanings hereafter ascribed to them:


                  (i)      "Annual   Additions"   shall  mean  the  sum  of  the
                           following   amounts   credited  to  a   Participant's
                           Accounts  for  the  Limitation   Year:  (A)  Employer
                           contributions,  including  Before-Tax  Contributions,
                           Matching  Contributions  and  Discretionary  Employer
                           Contributions;  (B) any other Employee contributions;
                           (C) forfeitures;  and (D)(1) amounts  allocated to an
                           individual  medical  account,  as  defined in Section
                           415(l)(2) of the Code,  which is part of a pension or
                           annuity  plan  maintained  by the  Employer  and  (2)
                           amounts derived from contributions,  paid or accrued,
                           which are  attributable  to  post-retirement  medical
                           benefits  allocated to the separate  account of a key
                           employee,  as defined in  Section  419A(d)(3)  of the
                           Code,  under a welfare  benefit  fund as  defined  in
                           Section  419(e)  of  the  Code,   maintained  by  the
                           Employer  are  treated  as Annual  Additions.  Annual
                           Additions   include   the   following   contributions
                           credited  to  a   Participant's   Accounts   for  the
                           Limitation   Year,   regardless   of   whether   such
                           contributions    have   been   distributed   to   the
                           Participant:


                           (I)      Before-Tax  Contributions  which  exceed the
                                    limitations set forth in Section 3.2(a);


                           (II)     Before-Tax Contributions made on behalf of a
                                    Highly Compensated Employee which exceed the
                                    limitations set forth in Section 3.2(b); and


                           (III)    Matching  Contributions  made on behalf of a
                                    Highly Compensated Employee which exceed the
                                    limitations set forth in Section 3.6.


                  (ii)     "Current  Accrued Benefit" shall mean a Participant's
                           annual accrued  benefit under a defined benefit plan,
                           determined in accordance  with the meaning of Section
                           415(b)(2)  of the  Code,  as if the  Participant  had
                           separated  from  service  as of the close of the last
                           Limitation Year beginning  before January 1, 1987. In
                           determining  the  amount of a  Participant's  Current
                           Accrued Benefit, the following shall be disregarded:


                           (A)      any  change in the terms and  conditions  of
                                    the defined  benefit plan after May 5, 1986;
                                    and


                           (B)      any  cost  of  living  adjustment  occurring
                                    after May 5, 1986.

                                       26


                  (iii)    "Defined  Benefit  Plan"  and  "Defined  Contribution
                           Plan"  shall have the  meanings  set forth in Section
                           415(k) of the Code.


                  (iv)     "Defined Benefit Plan Fraction" for a Limitation Year
                           shall mean a fraction,  (A) the numerator of which is
                           the aggregate projected annual benefit (determined as
                           of  the  last  day  of the  Limitation  Year)  of the
                           Participant  under all defined benefit plans (whether
                           or not  terminated)  maintained by the Employer,  and
                           (B) the  denominator  of which is the  lesser of: (I)
                           the product of 1.25 (or such  adjustment  as required
                           under  Section  12.4) and the  dollar  limitation  in
                           effect  under  Section   415(b)(1)(A)  of  the  Code,
                           adjusted  as  prescribed  by  the  Secretary  of  the
                           Treasury  under  Section  415(d) of the Code, or (II)
                           the product of 1.4 and the amount  which may be taken
                           into account with respect to such  Participant  under
                           Section  415(b)(1)(B) of the Code for such Limitation
                           Year.  Notwithstanding  the above, if the Participant
                           was a  participant  in one or  more  defined  benefit
                           plans of the  Employer in  existence  on May 6, 1986,
                           the  dollar  limitation  of the  denominator  of this
                           fraction   will  not  be  less   than   one   hundred
                           twenty-five   percent  (125%)  of  the  Participant's
                           Current Accrued Benefit.


                  (v)      "Defined Contribution Plan Fraction" for a Limitation
                           Year  shall mean a  fraction,  (A) the  numerator  of
                           which  is  the  sum  of  the   Participant's   Annual
                           Additions  under  all  defined   contribution   plans
                           (whether  or  not   terminated)   maintained  by  the
                           Employer   for  the   current   year  and  all  prior
                           Limitation   Years   (including    annual   additions
                           attributable  to  the   Participant's   nondeductible
                           employee  contributions  to all defined benefit plans
                           (whether  or  not   terminated)   maintained  by  the
                           Employer),  and (B) the  denominator  of which is the
                           sum of the maximum  aggregate amounts for the current
                           year and all prior Limitation Years with the Employer
                           (regardless  of whether a defined  contribution  plan
                           was maintained by the Employer).  "Maximum  aggregate
                           amounts"  shall mean the lesser of (I) the product of
                           1.25 (or such  adjustment  as required  under Section
                           12.4)  and the  dollar  limitation  in  effect  under
                           Section   415(c)(1)(A)  of  the  Code,   adjusted  as
                           prescribed  by the  Secretary of the  Treasury  under
                           Section  415(d) of the Code,  or (II) the  product of
                           1.4 and the  amount  that may be taken  into  account
                           under  Section  415(c)(1)(B)  of the Code;  provided,
                           however,  that the Committee may elect,  on a uniform
                           and  nondiscriminatory  basis,  to apply the  special
                           transition  rule of  Section  415(e)(7)  of the  Code
                           applicable to Limitation  Years ending before January
                           1, 1983 in determining the denominator of the Defined
                           Contribution Plan Fraction.


                           If the  Employee was a  Participant  as of the end of
                           the first day of the first  Limitation Year beginning
                           after  December  31,  1986,  in one or  more  defined
                           contribution  plans  maintained by the Employer which
                           were in  existence on May 6, 1986,  the  numerator of
                           this  fraction  will be  adjusted  if the sum of this
                           fraction  and  the  defined  benefit  fraction  would

                                       27


                           otherwise  exceed  1.0 under the terms of this  Plan.
                           Under the adjustment,  an amount equal to the product
                           of (1) the  excess of the sum of the  fractions  over
                           1.0 times (2) the denominator of this fraction,  will
                           be permanently  subtracted from the numerator of this
                           fraction.  The  adjustment  is  calculated  using the
                           fractions  as they would be computed as of the end of
                           the last Limitation Year beginning  before January 1,
                           1987, and  disregarding  any changes in the terms and
                           conditions  of the Plan made after May 5,  1986,  but
                           using the Section 415  limitation  applicable  to the
                           first  Limitation  Year beginning on or after January
                           1, 1987. The annual  addition for any Limitation Year
                           beginning  before  January  1,  1987,  shall  not  be
                           recomputed  to treat all  Employee  contributions  as
                           Annual Additions.


                  (vi)     "Limitation Year" shall mean the calendar year.


                  (vii)    "Section 415  Compensation"  shall be a Participant's
                           remuneration  as defined  in Income  Tax  Regulations
                           Sections 1.415-2(d)(2),  (3) and (6). For purposes of
                           this  Section,  effective  for Plan Years  commencing
                           after  December  31, 1997,  Section 415  Compensation
                           shall  include (A) any elective  deferral (as defined
                           in Section  402(g)(3) of the Code, and (B) any amount
                           which is  contributed  or deferred by the Employer at
                           the  election  of  the  Employee  and  which  is  not
                           includable  in the gross  income of the  Employee  by
                           reason of Section 125 or 457 of the Code.


         (b)      For  purposes of applying  the  Section 415  limitations,  the
                  Employer and all members of a controlled group of corporations
                  (as defined  under  Section  414(b) of the Code as modified by
                  Section 415(h) of the Code), all commonly controlled trades or
                  businesses  (as defined  under  Section  414(c) of the Code as
                  modified  by  Section  415(h)  of the  Code),  all  affiliated
                  service  groups (as defined under Section  414(m) of the Code)
                  of which the  Employer is a member,  any leasing  organization
                  (as defined under Section 414(n) of the Code) that employs any
                  person who is considered an Employee  under Section  414(n) of
                  the Code and any other  group  provided  for under any and all
                  Income Tax  Regulations  promulgated  by the  Secretary of the
                  Treasury under Section 414(o) of the Code, shall be treated as
                  a single employer.


         (c)      If the  Employer  maintains  more than one  qualified  Defined
                  Contribution Plan on behalf of its Employees, such plans shall
                  be treated as one Defined  Contribution  Plan for  purposes of
                  applying the Section 415 limitations of the Code.


         (d)      Notwithstanding   anything   contained  in  the  Plan  to  the
                  contrary,  in  no  event  shall  the  Annual  Additions  to  a
                  Participant's Accounts for a Limitation Year exceed the lesser
                  of:


                  (i)      thirty thousand dollars  ($30,000),  and with respect
                           to Limitation  Years  commencing on and after January
                           1, 1995,  as adjusted in multiples  of five  thousand
                           dollars ($5,000) for increases in the  cost-of-living
                           as prescribed by the Secretary of the Treasury  under
                           Section 415(d) of the Code; or

                                       28


                  (ii)     twenty-five   percent  (25%)  of  the   Participant's
                           Section 415  Compensation  for such Limitation  Year.
                           For purposes of this subsection (d)(ii),  Section 415
                           Compensation  shall not include (A) any  contribution
                           for  medical  benefits  within the meaning of Section
                           419A(f)(2) of the Code after separation from service,
                           which is otherwise treated as an Annual Addition, and
                           (B)  any  amount  otherwise   treated  as  an  Annual
                           Addition under Section 415(1)(1) of the Code.


         (e)      If, as a result of the allocation of forfeitures, a reasonable
                  error in estimating a  Participant's  annual  Compensation,  a
                  reasonable   error  in  determining  the  amount  of  elective
                  deferrals that may be made with respect to any Participant, or
                  as otherwise  permitted by the Internal Revenue  Service,  the
                  Annual Additions to a Participant's  Accounts for a Limitation
                  Year exceed the  limitation  set forth in subsection (d) above
                  during  the  Limitation  Year,  any or  all  of the  following
                  contributions   on  behalf  of  such   Participant   shall  be
                  immediately  adjusted to that amount which will result in such
                  Annual  Additions not exceeding  the  limitation  set forth in
                  subsection (d):


                  (i)      Discretionary Employer Contributions;


                  (ii)     Before-Tax Contributions;


                  (iii)    Special Contributions; and


                  (iv)     Matching Contributions.


         (f)      If the Annual  Additions  to a  Participant's  Accounts  for a
                  Limitation Year exceed the limitations set forth in subsection
                  (d) above at the end of a Limitation Year, such excess amounts
                  shall not be treated as Annual  Additions  in such  Limitation
                  Year but shall  instead  be  treated  in  accordance  with the
                  following:


                  (i)      such  excess  amounts  shall  be used to  reduce  the
                           Before-Tax   Contributions,   Discretionary  Employer
                           Contributions,  Matching Contributions and/or Special
                           Contributions   to  be   made  on   behalf   of  such
                           Participant  in  the  succeeding   Limitation   Year,
                           provided  that  such   Participant   is  an  Eligible
                           Employee during such succeeding  Limitation  Year. If
                           such  Participant  is not  an  Eligible  Employee  or
                           ceases  to  be  an  Eligible   Employee  during  such
                           succeeding  Limitation  Year,  any  remaining  excess
                           amounts from the preceding  Limitation  Year shall be
                           allocated  during such succeeding  Limitation Year to
                           each Participant  then actively  participating in the
                           Plan. Such  allocation  shall be in proportion to the
                           Before-Tax  Contributions  made to date on his behalf
                           for such  Limitation  Year,  or the prior  Limitation
                           Year  with  respect  to  an   allocation  as  of  the
                           beginning  of a  Limitation  Year,  before  any other
                           contributions are made in such succeeding  Limitation
                           Year; or

                                       29


                  (ii)     such   excess   amounts   may  be   reduced   by  the
                           distribution   of   such   Participant's   Before-Tax
                           Contributions to such Participant.


                  The Employer will, at the end of the Limitation  Year in which
                  such excess  amounts were made,  choose the manner in which to
                  treat such excess  amounts on a uniform and  nondiscriminatory
                  basis on behalf of all affected  Participants.  If such excess
                  amounts  are  reduced  by  the   distribution   described   in
                  subsection (ii), the amounts of such distribution shall not be
                  taken into  account for  purposes of  Sections  3.2(a)(i)  and
                  (ii),  3.6(a) and (b), or in  determining  the  limitation  in
                  Section 3.2(b). In addition,  any Matching  Contributions that
                  are not fully vested and that are attributable to such amounts
                  shall constitute Forfeitures as described in Section 4.2.


         (g)      If a Participant  participates in both (i) the Plan and/or any
                  other defined contribution plan maintained by the Employer and
                  (ii)  any  defined  benefit  plan or plans  maintained  by the
                  Employer,  the sum of the Defined  Contribution  Plan Fraction
                  and the Defined Benefit Plan Fraction shall not exceed the sum
                  of 1.0.  This  subsection  (g) shall not apply with respect to
                  Plan Years beginning on or after January 1, 2000.


         (h)      If, for any Plan Year commencing prior to January 1, 2000, the
                  sum  determined  under  subsection  (g)  for  any  Participant
                  exceeds 1.0, the Defined  Contribution  Plan  Fraction of such
                  Participant  as provided in the defined  contribution  plan or
                  plans  maintained  by the  Employer  shall be reduced in order
                  that such sum shall not exceed 1.0.


                                       30





                                  Article IV--

                             Vesting and Forfeitures

4.1      Vesting


         (a)      An Employee  shall  always be fully vested in the Net Value of
                  his Before-Tax  Contribution Account, and the Net Value of his
                  Rollover Contribution Account.  Commencing January 1, 2001, an
                  Employee  shall also be fully  vested in the Net Value of that
                  portion of his Matching Contribution Account which consists of
                  Matching  Contributions made on and after January 1, 2001, and
                  the earnings thereon,  as well as Matching  Contributions made
                  prior to January 1, 2001 which were not yet fully vested,  and
                  the earnings thereon.


         (b)      A  Participant  shall  become fully vested in the Net Value of
                  his  Matching  Contribution  Account  and the Net Value of his
                  Discretionary  Employer  Contribution Account upon the earlier
                  of  such  Participant's  (i)  Normal  Retirement  Age or  (ii)
                  termination  of employment  by reason of death,  Disability or
                  reaching his Retirement Date.


         (c)      Except  as  otherwise   provided  under   subsection   (a),  a
                  Participant who is not fully vested under subsection (b) shall
                  be  vested  in the  Net  Value  of his  Matching  Contribution
                  Account  and  the  Net  Value  of his  Discretionary  Employer
                  Contribution   Account  in   accordance   with  the  following
                  schedule:



                  Years of Service                      Vested Percentage
                  ----------------                      -----------------
                  Less than 2 years                               0%
                  2 years but less than 3 years                  20%
                  3 years but less than 4 years                  40%
                  4 years but less than 5 years                  60%
                  5 years but less than 6 years                  80%
                  6 years or more                               100%


                  For purposes of determining a  Participant's  Years of Service
                  under this  subsection  (c) and under Section 4.3,  employment
                  with an Affiliated  Employer shall be deemed  employment  with
                  the Employer.


                  For purposes of determining a Participant's  vested percentage
                  of the Net  Value of his  Matching  Contribution  Account  and
                  Discretionary  Employer  Contribution  Account,  all  Years of
                  Service shall be included  except Years of Service prior to an
                  Employee's attainment of age eighteen (18).


         (d)      The vested Net Value of a Participant's  Matching Contribution
                  Account and Discretionary  Employer Contribution Account shall
                  be determined as follows:

                                       31


                  (i)      the Participant's  Matching  Contribution Account and
                           Discretionary  Employer  Contribution  Account  shall
                           first be  increased  to include  (A) that  portion of
                           such Account which had been  previously  withdrawn in
                           accordance  with  Sections  7.2 and 7.3 and (B)  that
                           portion of such  Account  which had been  borrowed in
                           accordance  with Article VIII and is  outstanding  on
                           the date of this determination;


                  (ii)     the  applicable  vested   percentage   determined  in
                           accordance  with subsection (c) shall then be applied
                           to such  Account as  determined  in  accordance  with
                           clause (i);


                  (iii)    the amount  determined in accordance with clause (ii)
                           shall  then be  reduced  by (A) that  portion of such
                           Account  which  had  been  previously   withdrawn  in
                           accordance  with  Sections  7.2 and 7.3 and (B)  that
                           portion of such  Account  which had been  borrowed in
                           accordance  with Article VIII and is  outstanding  on
                           the date of this determination.


4.2      Forfeitures


         If a  Participant  who is not  fully  vested  in the Net  Value  of his
         Accounts terminates  employment,  the Trust Fund units representing the
         nonvested  portion  of  his  Accounts  shall  constitute   Forfeitures.
         Forfeitures shall be reallocated as of the last day of the Plan Year to
         the  Matching  Contribution  Accounts  of  Participants,  in  the  same
         proportion that the total value of each such Participant's Compensation
         bears to the total value of all such  Participants'  Compensation as of
         the last day of the Plan Year.


         With respect to a Participant's Matching Contribution Account, anything
         in  Section  4.1  to  the   contrary   notwithstanding,   any  Matching
         Contribution  forfeited  in  accordance  with the  sixth  paragraph  of
         Section  3.2(a),  the second  paragraph  of Section  3.2(c),  the sixth
         paragraph of Section 3.6 or the second  paragraph  of Section  3.12(f),
         shall  be  applied  to  reduce  the  amount  of   subsequent   Matching
         Contributions otherwise required to be made.


         If a former Participant who is not fully vested in the Net Value of his
         Accounts  receives a  distribution  of his vested  interest  in the Net
         Value of his Accounts and is  subsequently  reemployed  by the Employer
         prior to incurring five (5) consecutive One Year Breaks in Service,  he
         shall have the Net Value of his  Accounts as of the date he  previously
         terminated  employment reinstated provided he repays the full amount of
         his  distribution  before the end of the five (5)  consecutive One Year
         Breaks  in  Service  commencing  with  the  date of  distribution.  The
         reinstated  amount shall be unadjusted by any gains or losses occurring
         subsequent to the Participant's  termination of employment and prior to
         repayment of such  distribution.  Any forfeited  amounts required to be
         reinstated   hereunder   shall  be  made  by  an  additional   Employer
         contribution  for such Plan Year. If such former  Participant  does not
         repay the full  amount of his  distribution  before the end of the five
         (5) consecutive One Year Breaks in Service  commencing with the date of
         distribution,  the  Net  Value  of  his  Accounts  as of  the  date  he
         previously terminated employment shall not be reinstated.

                                       32


         If a former Participant who is not fully vested in the Net Value of his
         Accounts elects to defer distribution of his vested account interest or
         elects to receive installment  payments pursuant to Section 7.5(d), the
         nonvested  portion  of  such  former  Participant's  Account  shall  be
         forfeited  as of the  date of his  Termination  of  Service;  provided,
         however, that if such former Participant is reemployed before incurring
         five (5) consecutive One Year Breaks in Service,  the nonvested portion
         of his Accounts shall be reinstated in its entirety,  unadjusted by any
         gains or losses occurring subsequent to the distribution.


4.3      Vesting upon Reemployment


         (a)      For purposes of this Section 4.3,  "Year of Service"  means an
                  Employee's  Year of  Service  determined  in  accordance  with
                  Section 4.1(c).


         (b)      For the purpose of determining a Participant's vested interest
                  in the Net  Value of his  Matching  Contribution  Account  and
                  Discretionary Employer Contribution Account:


                  (i)      if  an  Employee  is  not  vested  in  any   Matching
                           Contributions     and     Discretionary      Employer
                           Contributions, incurs a One Year Break in Service and
                           again  performs  an Hour of  Service,  such  Employee
                           shall  receive  credit for his Years of Service prior
                           to his One Year Break in  Service  only if the number
                           of  consecutive  One Year  Breaks in  Service is less
                           than the  greater  of:  (A) five (5) years or (B) the
                           aggregate  number  of his Years of  Service  credited
                           before his One Year Break in Service.


                  (ii)     if a Participant is partially  vested in any Matching
                           Contributions     and     Discretionary      Employer
                           Contributions, incurs a One Year Break in Service and
                           again performs an Hour of Service,  such  Participant
                           shall  receive  credit for his Years of Service prior
                           to his One Year Break in Service; provided,  however,
                           that after five (5)  consecutive  One Year  Breaks in
                           Service,  a former  Participant's  vested interest in
                           the Net Value of the  Matching  Contribution  Account
                           and  Discretionary   Employer   Contribution  Account
                           attributable  to  Years of  Service  prior to his One
                           Year Break in  Service  shall not be  increased  as a
                           result  of  his  Years  of  Service   following   his
                           reemployment date.


                  (iii)    if a  Participant  is fully  vested  in any  Matching
                           Contributions     and     Discretionary      Employer
                           Contributions, incurs a One Year Break in Service and
                           again performs an Hour of Service,  such  Participant
                           shall  receive  credit  for all his Years of  Service
                           prior to his One Year Break in Service.


                                       33



                                   Article V--

                       Trust Fund and Investment Accounts

5.1      Trust Fund


         The  Employer has adopted the Trust  Agreement  as the funding  vehicle
         with respect to the Investment Accounts.


         All contributions  forwarded by the Employer to the Trustee pursuant to
         the  Trust  Agreement  shall  be held by them in  trust  and  shall  be
         invested as provided in Article VI and in accordance with the terms and
         provisions of the Trust Agreement.


         All  assets  of the Plan  shall be held for the  exclusive  benefit  of
         Participants,  Beneficiaries or other persons entitled to benefits.  No
         part of the corpus or income of the Trust  Fund  shall be used for,  or
         diverted  to,  purposes  other  than  for  the  exclusive   benefit  of
         Participants,  Beneficiaries  or other persons entitled to benefits and
         for defraying reasonable  administrative expenses of the Plan and Trust
         Fund.  No person shall have any interest in or right to any part of the
         earnings  of the Trust  Fund,  or any  rights in, to or under the Trust
         Fund or any part of its assets, except to the extent expressly provided
         in the Plan.


         The Trustee  shall invest and  reinvest the Trust Fund,  and the income
         therefrom,   without  distinction  between  principal  and  income,  in
         accordance  with the terms and provisions of the Trust  Agreement.  The
         Trustee may maintain such part of the Trust Fund in cash  uninvested as
         they shall deem necessary or desirable.  The Trustee shall be the owner
         of and have  title to all the  assets of the Trust  Fund and shall have
         full  power to  manage  the  same,  except  as  otherwise  specifically
         provided in the Trust Agreement.


5.2      Interim Investments


         The  Trustee  may  temporarily   invest  any  amounts   designated  for
         investment  in  any of  the  Investment  Accounts  of  the  Trust  Fund
         identified herein in an Investment  Account which provides for a stable
         investment return, as determined by the Trustee and retain the value of
         such contributions therein pending the allocation of such values to the
         Investment Accounts designated for investment.


5.3      Account Values


         The Net Value of the Accounts of an Employee means the sum of the total
         Net Value of each Account  maintained  on behalf of the Employee in the
         Trust Fund as determined as of the Valuation  Date  coincident  with or
         next following the event requiring the determination of such Net Value.
         The  assets  of any  Account  shall  consist  of the Trust  Fund  units
         credited  to such  Account.  The Trust Fund units  shall be valued from
         time to time by the Trustee,  in accordance  with the Trust  Agreement,
         but not less often than monthly. On the basis of such valuations,  each
         Employee's  Accounts  shall be adjusted to reflect the effect of income
         collected  and  accrued,  realized and  unrealized  profits and losses,
         expenses  and all other  transactions  during the period  ending on the
         applicable Valuation Date.

                                       34


         Upon  receipt by the  Trustee  of  Before-Tax  Contributions,  Matching
         Contributions,    and,   if    applicable,    Discretionary    Employer
         Contributions,  Rollover Contributions and Special Contributions,  such
         contributions  shall be applied to  purchase  Trust Fund units for such
         Employee's Account,  using the value of such Trust Fund units as of the
         close of  business on the date  received.  Whenever a  distribution  or
         withdrawal  is made  to a  Participant,  Beneficiary  or  other  person
         entitled  to  benefits,  the  appropriate  number of Trust  Fund  units
         credited to such Employee  shall be reduced  accordingly  and each such
         distribution  or  withdrawal  shall be charged  against  the Trust Fund
         units of the Investment Accounts of such Employee pro rata according to
         their respective values.


         For the purposes of this Section 5.3,  fractions of Trust Fund units as
         well as whole Trust Fund units may be  purchased  or  redeemed  for the
         Account of an Employee.


                                       35



                                  Article VI--

             Investment Directions, Changes of Investment Directions
                    and Transfers Between Investment Accounts


6.1      Investment Directions


         Upon electing to participate,  each  Participant  shall direct that the
         contributions  made to his Accounts  shall be applied to purchase Trust
         Fund Units in any one or more of the  Investment  Accounts of the Trust
         Fund. Such direction shall indicate the percentage, in multiples of one
         percent 1%, in which Before-Tax Contributions,  Matching Contributions,
         Discretionary  Employer  Contributions,   Special  Contributions,   and
         Rollover  Contributions  shall  be  made to the  designated  Investment
         Accounts.


         To the extent a Participant shall fail to make an investment direction,
         contributions  made on his behalf  shall be applied to  purchase  Trust
         Fund  Units  in an  Investment  Account  which  provides  for a  stable
         investment return, as determined by the Trustee.


6.2      Change of Investment Directions


         A Participant  may change any investment  direction at any time, in the
         form and manner prescribed by the Committee,  either: (a) by completing
         and filing a notice at least ten (10) days prior to the effective  date
         of such direction, or, (b) by telephone or other electronic medium. Any
         such change  shall be subject to the same  conditions  as if it were an
         initial  direction and shall be applied only to any contributions to be
         invested on or after the effective date of such direction.


6.3      Transfers Between Investment Accounts


         A Participant or Beneficiary may, at any time,  redirect the investment
         of his  Investment  Accounts  such that a percentage of any one or more
         Investment  Accounts  may be  transferred  to any  one  or  more  other
         Investment Accounts in the form and manner prescribed by the Committee,
         either:  (a) by filing a notice  at least  ten (10)  days  prior to the
         effective date of such change, or, (b) by telephone or other electronic
         medium.  The  requisite  transfers  shall be valued as of the Valuation
         Date on which the direction is received by the Trustee.


6.4      Employees Other than Participants


         (a)      Investment Direction


                  An  Employee  who is not a  Participant  but  who  has  made a
                  Rollover  Contribution  in accordance  with the  provisions of
                  Section 3.11, shall direct,  in the form and manner prescribed
                  by the  Committee,  that such  contribution  be applied to the
                  purchase  of  Trust  Fund  units  in any  one or  more  of the

                                       36


                  Investment   Accounts.   Such  direction  shall  indicate  the
                  percentage,   in   multiples  of  one  percent  1%,  in  which
                  contributions  shall  be  made  to the  designated  Investment
                  Accounts.  To the  extent any  Employee  shall fail to make an
                  investment  direction,  the  Rollover  Contributions  shall be
                  applied to the purchase of Trust Fund units in the  Investment
                  Account  which  provides for a stable  investment  return,  as
                  determined by the Trustee.


         (b)      Transfers Between Investment Accounts


                  An  Employee  who is not a  Participant  may,  subject  to the
                  provisions   of  Section  6.3,  at  any  time,   redirect  the
                  investment of his  Investment  Accounts such that a percentage
                  of any one or more  Investment  Accounts may be transferred to
                  any one or more other Investment Accounts.


                                       37




                                  Article VII--

                               Payment of Benefits


7.1      General


         (a)      The vested interest in the Net Value of any one or more of the
                  Accounts of a  Participant,  Beneficiary  or any other  person
                  entitled to benefits  under the Plan shall be paid only at the
                  times,  to the  extent,  in  the  manner,  and to the  persons
                  provided in this Article VII.


         (b)      Notwithstanding the foregoing, if payments are to be made on a
                  monthly  basis and if payments are fifty  dollars  ($50.00) or
                  less, the Committee, in its sole discretion,  may determine to
                  make such payments in a lump sum or in quarterly, semi-annual,
                  or annual installments.


         (c)      The  Net  Value  of any  one or  more  of  the  Accounts  of a
                  Participant shall be subject to the provisions of Section 8.7.


         (d)      Notwithstanding  any  provisions  of the Plan to the contrary,
                  any and all withdrawals,  distributions or payments made under
                  the provisions of this Article VII shall be made in accordance
                  with Section  401(a)(9) of the Code and any and all Income Tax
                  Regulations promulgated thereunder.


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


7.2      Non-Hardship Withdrawals


         (a)      Subject to the terms and conditions  contained in this Section
                  7.2, upon ten (10) days prior written  notice to the Committee
                  each  Participant who has attained age fifty-nine and one-half
                  (59-1/2)  shall be entitled  to  withdraw  not more often than
                  once  during  any Plan Year all or any  portion  of his vested
                  interest  in the Net Value of his  Accounts  in the  following
                  order of priority:


                  (i)      the Net Value of his Before-Tax Contribution Account;


                  (ii)     the Net Value of the Employee's Rollover Contribution
                           Account;


                  (iii)    vested  interest  in the Net  Value  of his  Matching
                           Contribution Account; and

                                       38


                  (iv)     the  vested   interest   in  the  Net  Value  of  his
                           Discretionary Employer Contribution Account.


         (b)      Withdrawals  under  this  Section  7.2  shall  be  made by the
                  redemption of Trust Fund units from each of the  Participant's
                  Accounts  on a pro rata  basis  from the  Investment  Accounts
                  selected by the Participant pursuant to Article VI.


7.3      Hardship Distributions


         (a)      For purposes of this  Section  7.3, a "Hardship"  distribution
                  shall  mean a  distribution  that is (i) made on  account of a
                  condition   which  has  given  rise  to  immediate  and  heavy
                  financial need of a Participant  and (ii) necessary to satisfy
                  such financial  need. A  determination  of the existence of an
                  immediate and heavy financial need and the amount necessary to
                  meet the need  shall be made by the  Committee  in  accordance
                  with  uniform  nondiscriminatory  standards  with  respect  to
                  similarly situated persons.


         (b)      Immediate and Heavy Financial Need:


                  A Hardship  distribution shall be deemed to be made on account
                  of an immediate and heavy  financial need if the  distribution
                  is on account of:


                  (i)      expenses for medical  care  described  under  Section
                           213(d) of the Code which were previously  incurred by
                           the Participant,  the Participant's  Spouse or any of
                           the Participant's dependents as defined under Section
                           152 of the Code or expenses  which are  necessary  to
                           obtain medical care described under Section 213(d) of
                           the  Code  for  the  Participant,  the  Participant's
                           Spouse  or  any of the  Participant's  dependents  as
                           defined under Section 152 of the Code; or


                  (ii)     purchase (excluding mortgage payments) of a principal
                           residence of the Participant; or


                  (iii)    payment of tuition and related  educational  fees for
                           the  next  twelve   (12)  months  of   post-secondary
                           education  for  the  Participant,  the  Participant's
                           Spouse,   children   or  any  of  the   Participant's
                           dependents  as defined under Section 152 of the Code;
                           or


                  (iv)     the need to prevent the  eviction of the  Participant
                           from his principal  residence or  foreclosure  on the
                           mortgage of the Participant's principal residence; or


                  (v)      any  other  condition   which  the   Commissioner  of
                           Internal Revenue,  through the publication of revenue
                           rulings,  notices  and  other  documents  of  general
                           applicability,  deems to be an  immediate  and  heavy
                           financial need.


         (c)      Necessary to Satisfy Such Financial Need:

                                       39


                  (i)      A  distribution  will  be  treated  as  necessary  to
                           satisfy an immediate  and heavy  financial  need of a
                           Participant if: (A) the amount of the distribution is
                           not in excess of (1) the amount  required  to relieve
                           the  financial  need  of the  Participant  and (2) if
                           elected by the  Participant,  an amount  necessary to
                           pay any  federal,  state or local  income  taxes  and
                           penalties reasonably  anticipated to result from such
                           distribution,  and (B) such need may not be satisfied
                           from other resources that are reasonably available to
                           the Participant.


                  (ii)     A  distribution  will  be  treated  as  necessary  to
                           satisfy a financial need if the Committee  reasonably
                           relies upon the Participant's representation that the
                           need cannot be relieved:


                           (A)      through  reimbursement  or  compensation  by
                                    insurance or otherwise,


                           (B)      by    reasonable    liquidation    of    the
                                    Participant's  assets,  to the  extent  such
                                    liquidation   would  not  itself   cause  an
                                    immediate and heavy financial need,


                           (C)      by cessation of Before-Tax  Contributions or
                                    Employee  contributions,  if any,  under the
                                    Plan, or


                           (D)      by other  distributions  or nontaxable loans
                                    from plans  maintained by the Employer or by
                                    any other  employer,  or by  borrowing  from
                                    commercial sources on reasonable  commercial
                                    terms.


                           For  purposes  of  this   subsection   (c)(ii),   the
                           Participant's  resources  shall be deemed to  include
                           those  assets of his Spouse and minor  children  that
                           are reasonably available to the Participant.


                  (iii)    Alternatively, a Hardship distribution will be deemed
                           to be  necessary  to satisfy an  immediate  and heavy
                           financial  need  of a  Participant  if (A) or (B) are
                           met:


                           (A)      all  of  the  following   requirements   are
                                    satisfied:


                                    (I)     the distribution is not in excess of
                                            (1) the amount of the  immediate and
                                            heavy    financial   need   of   the
                                            Participant  and (2) if  elected  by
                                            the Participant, an amount necessary
                                            to pay any  federal,  state or local
                                            income taxes or penalties reasonably
                                            anticipated   to  result  from  such
                                            distribution;


                                    (II)    the  Participant  has  obtained  all
                                            distributions,  other than  Hardship
                                            distributions,  and  all  nontaxable
                                            loans currently  available under all
                                            plans maintained by the Employer;

                                       40


                                    (III)   the  Plan,   and  all  other   plans
                                            maintained by the Employer,  provide
                                            that  the   Participant's   elective
                                            contributions      and      Employee
                                            contributions,   if  any,   will  be
                                            suspended  for at least  twelve (12)
                                            months after receipt of the Hardship
                                            distribution; and


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


                           (B)      the  requirements  set  forth in  additional
                                    methods,   if   any,   prescribed   by   the
                                    Commissioner  of Internal  Revenue  (through
                                    the publication of revenue rulings,  notices
                                    and    other     documents     of    general
                                    applicability) are satisfied.


         (d)      A Participant who has withdrawn the maximum amounts  available
                  to such Participant  under Section 7.2 or a Participant who is
                  not  eligible  for a  withdrawal  thereunder,  may, in case of
                  Hardship (as defined under this Section  7.3),  apply not more
                  often  than  once  in any  Plan  Year to the  Committee  for a
                  Hardship   distribution.   Any   application  for  a  Hardship
                  distribution  shall be made in  writing  to the  Committee  at
                  least ten (10) days prior to the  requested  date of  payment.
                  Hardship distributions may be made by a distribution of all or
                  a portion of an Employee's (i) Before-Tax Contributions,  (ii)
                  Net Value of his Rollover Contribution  Account,  (iii) vested
                  interest in the Net Value of his Matching Contribution Account
                  and (iv) vested interest in the Net Value of his Discretionary
                  Employer Contribution Account.


         (e)      Distributions  under  this  Section  7.3  shall be made in the
                  following order of priority:


                  (i)      Participant's    Before-Tax   Contribution   Account,
                           exclusive of investment earnings;


                  (ii)     the Net Value of the Employee's Rollover Contribution
                           Account;


                  (iii)    the vested  interest in the Net Value of his Matching
                           Contribution Account, and


                  (iv)     the  vested   interest   in  the  Net  Value  of  his
                           Discretionary Employer Contribution Account.

                                       41


         (f)      Distributions  under  this  Section  7.3  shall be made by the
                  redemption of Trust Fund units from each of the  Participant's
                  Accounts  on a pro rata  basis  from the  Investment  Accounts
                  selected by the Participant pursuant to Article VI.


         (g)      A Participant who receives a Hardship  distribution under this
                  Section 7.3 may have his Before-Tax Contributions suspended in
                  accordance with Section 3.3.


7.4      Distribution of Benefits Following Retirement Or Termination of Service


         (a)      If an Employee  incurs a Termination of Service for any reason
                  other than death, a distribution of the vested interest in the
                  Net Value of his  Accounts  shall be made to the  Employee  in
                  accordance  with the  provisions  of Section  7.5 or 7.6.  The
                  amount of such  distribution  shall be the vested  interest in
                  the  Net  Value  of his  Accounts.  The  Net  Value  shall  be
                  determined as of the Valuation Date  coincident  with the date
                  of  receipt  by  the  Trustee  of  the  proper   documentation
                  acceptable to the Trustee for such purpose.


         (b)      An election  by an Employee to receive the vested  interest in
                  the Net  Value of his  Accounts  in a form  other  than in the
                  normal form of benefit  payment  set forth in Sections  7.5(a)
                  and (b) and  Sections  7.6(a)  and (b) may not be  revoked  or
                  amended   by  him   after  he   terminates   his   employment.
                  Notwithstanding  the  foregoing,  an  Employee  who elected to
                  receive payment of benefits as of a deferred Valuation Date or
                  in the form of installments, may, by completing and filing the
                  form  prescribed by the  Committee,  change to another form of
                  benefit payment.


         (c)      An  Employee  who  incurs  a  Termination  of  Service  and is
                  reemployed by the Employer prior to the distribution of all or
                  part of the  entire  vested  interest  in the Net Value of his
                  Accounts in accordance  with the  provisions of Section 7.5 or
                  7.6,  shall not be  eligible  to  receive  or to  continue  to
                  receive such  distribution  during his period of  reemployment
                  with the Employer. Upon such Employee's subsequent Termination
                  of Service,  his prior election to receive a distribution in a
                  form other than the normal  form of benefit  payment  shall be
                  null and void and the vested  interest in the Net Value of his
                  Accounts shall be  distributed  to him in accordance  with the
                  provisions of Section 7.5 or 7.6 or 7.8.


7.5      Payments upon Retirement or Disability


         (a)      If an  Employee  incurs a  Termination  of  Service  as of his
                  Normal Retirement Date or his Postponed Retirement Date, or if
                  an Employee  incurs a  Termination  of Service as of his Early
                  Retirement  Date or due to Disability and the Net Value of his
                  Accounts is less than or equal to three  thousand five hundred
                  dollars ($3,500) and effective  January 1, 1998, five thousand
                  dollars ($5,000),  a lump sum distribution of the Net Value of
                  his Accounts  shall be made to the  Employee  within seven (7)
                  days of the Valuation Date coincident with the date of receipt
                  by the Trustee of the proper documentation indicating that the
                  Employee   incurred  a  Termination  of  Service  as  of  such
                  Retirement Date or date of Disability.

                                       42


         (b)      If an  Employee  incurs a  Termination  of  Service  as of his
                  Normal  Retirement  Date,  Postponed  Retirement Date or Early
                  Retirement  Date or if an  Employee  incurs a  Termination  of
                  Service due to  Disability  and the Net Value of his  Accounts
                  exceeds  three  thousand  five  hundred  dollars  ($3,500) and
                  effective January 1, 1998, five thousand dollars  ($5,000),  a
                  lump sum  distribution of the vested interest in the Net Value
                  of his Accounts shall be made to the Employee within seven (7)
                  days of the Valuation  Date  coincident  with the later of (i)
                  the date  the  Employee  attained  Normal  Retirement  Date or
                  Postponed  Retirement  Date or would have  attained his Normal
                  Retirement Date if he were still employed by the Employer,  or
                  (ii)  the  date  of  receipt  by the  Trustee  of  the  proper
                  documentation indicating such Retirement Date.


         (c)      In lieu of the  normal  form of benefit  payment  set forth in
                  subsection (a) or (b), an Employee who incurs a Termination of
                  Service as of his  Retirement  Date or incurs a Termination of
                  Service due to  Disability  and the Net Value of his  Accounts
                  exceeds  three  thousand  five  hundred  dollars  ($3,500) and
                  effective  January 1, 1998, five thousand dollars ($5,000) may
                  file an election  form to receive  the vested  interest in the
                  Net Value of his  Accounts  as a lump sum  distribution  as of
                  some other Valuation Date following his Termination of Service
                  and prior to his Normal  Retirement  Date. The vested interest
                  in the Net Value of his Accounts  shall be distributed to such
                  Employee as a lump sum  distribution  within seven (7) days of
                  the Valuation Date  coincident with the date of receipt by the
                  Trustee of the proper documentation  indicating the Employee's
                  distribution date.


         (d)      In lieu of the  normal  form of benefit  payment  set forth in
                  subsections  (a) and (b), an Employee who incurs a Termination
                  of Service as of his  Retirement  Date or incurs a Termination
                  of Service  due to  Disability  may,  subject to the  required
                  minimum distribution provisions of Sections 7.9(b) and 7.9(c),
                  file an election  form to receive  the vested  interest in the
                  Net Value of his  Accounts in the form of monthly,  quarterly,
                  semi-annual or annual installments over a period not to exceed
                  ten (10)  years.  The vested  interest in the Net Value of his
                  Accounts  shall be  determined  as of such  Valuation  Date or
                  Valuation  Dates in each such Plan Year as may be  elected  by
                  such Employee and shall be based on the  respective  values of
                  the Employee's Trust Fund units in each Investment  Account as
                  of such Valuation Date or Valuation  Dates.  The amount of the
                  installment  payment shall be distributed by the redemption of
                  Trust Fund units from the  Employee's  Accounts  on a pro rata
                  basis among such Employee's  Investment Accounts.  Any portion
                  of the vested  interest  in the Net Value of the  Accounts  of
                  such former  Employee  which shall not have been so paid shall
                  continue  to be held for his benefit or for the benefit of his
                  Beneficiary  in  the  Employee's  Investment  Accounts.  If an
                  Employee  elects  to  receive  his  benefit  pursuant  to this
                  subsection (d), the  installment  period may not extend beyond
                  the life expectancy of such Employee or the life expectancy of
                  such Employee and his Beneficiary.

                                       43


         (e)      In lieu of the  normal  form of benefit  payment  set forth in
                  subsections  (a) and (b), an Employee who incurs a Termination
                  of Service as of his  Retirement  Date or incurs a Termination
                  of Service due to Disability may elect to defer receipt of the
                  vested  interest in the Net Value of his  Accounts  beyond his
                  Normal  Retirement  Date or  Postponed  Retirement  Date.  The
                  applicable  form must be filed at least ten (10) days prior to
                  the Employee's  Normal Retirement Date. If such an election is
                  made,  the vested  interest  in the Net Value of his  Accounts
                  shall  continue to be held in the Trust  Fund.  Subject to the
                  required  minimum  distribution  provisions of Sections 7.9(b)
                  and  7.9(c),  the  vested  interest  in the Net  Value  of his
                  Accounts  shall (i) be  distributed to such Employee as a lump
                  sum  distribution  within seven (7) days of the Valuation Date
                  coincident  with the date of  receipt  by the  Trustee  of the
                  proper   documentation   indicating  the  Employee's  deferred
                  distribution  date or (ii), upon the election of the Employee,
                  commence to be distributed in  installments in accordance with
                  the provisions of subsection (d).


         (f)      In lieu of the  normal  form of benefit  payment  set forth in
                  subsections  (a) and (b), an Employee who incurs a Termination
                  of Service as of his  Retirement  Date or incurs a Termination
                  of Service due to Disability may, at least ten (10) days prior
                  to the date on which his benefit is scheduled to be paid, file
                  an  election  form that a lump sum  distribution  equal to the
                  vested  interest in the Net Value of his Accounts be paid in a
                  Direct  Rollover  pursuant to Section  7.8. The amount of such
                  lump sum distribution  shall be determined as of the Valuation
                  Date coincident with the date of receipt by the Trustee of the
                  proper documentation.


7.6      Payments upon  Termination of Service for Reasons Other Than Retirement
         or Disability


         (a)      If an Employee  incurs a  Termination  of Service as of a date
                  other  than a  Retirement  Date  or  for  reasons  other  than
                  Disability, has not elected to receive his benefit pursuant to
                  an optional  form of benefit  payment in  accordance  with the
                  provisions of subsection (c) or (d) and the vested interest in
                  the Net Value of the  Employee's  Accounts is equal to or less
                  than  three  thousand  five  hundred   dollars   ($3,500)  and
                  effective January 1, 1998, five thousand dollars  ($5,000),  a
                  lump sum  distribution of the vested interest in the Net Value
                  of his Accounts shall be made to the Employee within seven (7)
                  days of the Valuation Date coincident with the date of receipt
                  by the Trustee of the proper documentation  indicating that he
                  incurred a Termination of Service.


         (b)      If an Employee  incurs a  Termination  of Service as of a date
                  other  than a  Retirement  Date  or  for  reasons  other  than
                  Disability, has not elected to receive his benefit pursuant to
                  an optional  form of benefit  payment in  accordance  with the
                  provisions of subsection (c) or (d) and the vested interest in
                  the  Net  Value  of  the  Employee's  Accounts  exceeds  three

                                       44


                  thousand five hundred dollars  ($3,500) and effective  January
                  1,  1998,  five  thousand   dollars   ($5,000),   a  lump  sum
                  distribution  of the vested  interest  in the Net Value of his
                  Accounts  shall be made to the Employee  within seven (7) days
                  of the  Valuation  Date  coincident  with the later of (i) the
                  date the Employee  would have  attained his Normal  Retirement
                  Date if he were still  employed  by the  Employer  or (ii) the
                  date of  receipt by the  Trustee  of the proper  documentation
                  indicating  the  Employee's  attainment  of Normal  Retirement
                  Date.


         (c)      In lieu of the  normal  form of benefit  payment  set forth in
                  subsection  (b),  an  Employee  who  incurs a  Termination  of
                  Service  as of a date  other  than a  Retirement  Date  or for
                  reasons  other than  Disability,  may file an election form to
                  receive the vested  interest in the Net Value of his  Accounts
                  as a lump sum  distribution  as of some other  Valuation  Date
                  following his  Termination of Service and prior to the date he
                  would have  attained his Normal  Retirement  Date.  The vested
                  interest in the Net Value of his Accounts shall be distributed
                  to such Employee as a lump sum  distribution  as of some other
                  Valuation Date following the date of receipt by the Trustee of
                  the   proper    documentation    indicating   the   Employee's
                  distribution date.


         (d)      In lieu of the  normal  form of benefit  payment  set forth in
                  subsections  (a) and (b), an Employee who incurs a Termination
                  of Service as of a date other than his Retirement  Date or for
                  reasons  other  than  Disability  may,  at least ten (10) days
                  prior to the date on which  his  benefit  is  scheduled  to be
                  paid, file an election form that a lump sum distribution equal
                  to the vested  interest  in the Net Value of his  Accounts  be
                  paid in a Direct Rollover  pursuant to Section 7.8. The amount
                  of such lump sum  distribution  shall be  determined as of the
                  Valuation  Date  coincident  with the date of  receipt  by the
                  Trustee of the proper documentation.


         (e)      If an Employee  incurs a  Termination  of Service as of a date
                  other  than a  Retirement  Date  or  for  reasons  other  than
                  Disability and has not elected to receive the vested  interest
                  in the Net Value of his Accounts  pursuant to an optional form
                  of benefit  payment in accordance  with subsection (c) or (d),
                  the Employer shall notify the Trustee of such termination.


7.7      Payments Upon Death


         (a)      In the case of a married Participant,  the Spouse shall be the
                  designated  Beneficiary.  Notwithstanding the foregoing,  such
                  Participant  may  effectively  elect to  designate a person or
                  persons other than the Spouse as Beneficiary. Such an election
                  shall not be effective  unless (i) such  Participant's  Spouse
                  irrevocably  consents to such  election in writing,  (ii) such
                  election  designates  a  Beneficiary  which may not be changed
                  without spousal consent or the consent of the Spouse expressly
                  permits designation by the Participant without any requirement
                  of further consent by the Spouse,  (iii) the Spouse's  consent
                  acknowledges  understanding of the effect of such election and
                  (iv) the  consent is  witnessed  by a Plan  representative  or
                  acknowledged  before a  notary  public.  Notwithstanding  this
                  consent  requirement,  if the  Participant  establishes to the
                  satisfaction  of the Plan  representative  that  such  written
                  consent  cannot be obtained  because there is no Spouse or the
                  Spouse cannot be located,  the consent  hereunder shall not be
                  required.  Any consent necessary under this provision shall be
                  valid only with respect to the Spouse who signs the consent.

                                       45


         (b)      In the  case  of a  single  Participant,  Beneficiary  means a
                  person or persons who have been  designated  under the Plan by
                  such  Participant  or who are otherwise  entitled to a benefit
                  under the Plan.


         (c)      The   designation  of  a  Beneficiary  who  is  other  than  a
                  Participant's  Spouse and the  designation  of any  contingent
                  Beneficiary shall be made in writing by the Participant in the
                  form and manner  prescribed  by the Committee and shall not be
                  effective  unless filed prior to the death of such person.  If
                  more  than one  person is  designated  as a  Beneficiary  or a
                  contingent  Beneficiary,  each designated  Beneficiary in such
                  Beneficiary  classification  shall have an equal share  unless
                  the  Participant  directs  otherwise.  For  purposes  of  this
                  Section 7.7,  "person"  includes an  individual,  a trust,  an
                  estate,  or  any  other  person  or  entity  designated  as  a
                  Beneficiary.


         (d)      A married  Participant  who has designated a person or persons
                  other than the Spouse as Beneficiary  may, without the consent
                  of such  Spouse,  revoke  such prior  election  by  submitting
                  written notification of such revocation. Such revocation shall
                  result in the  reinstatement  of the Spouse as the  designated
                  Beneficiary  unless  the  Participant  effectively  designates
                  another  person  as   Beneficiary   in  accordance   with  the
                  provisions of subsection (a). The number of election forms and
                  revocations shall not be limited.


         (e)      Upon the death of a Participant the remaining  vested interest
                  in the Net Value of his  Accounts  shall  become  payable,  in
                  accordance  with the  provisions  of  subsection  (g),  to his
                  Beneficiary  or  contingent  Beneficiary.  If there is no such
                  Beneficiary, the remaining vested interest in the Net Value of
                  his Accounts shall be payable to the executor or administrator
                  of his estate,  or, if no such  executor or  administrator  is
                  appointed  and  qualifies  within a time  which the  Committee
                  shall,  in  its  sole  and  absolute  discretion,  deem  to be
                  reasonable,  then to such one or more of the  descendants  and
                  blood relatives of such deceased Participant as the Committee,
                  in its sole and absolute discretion, may select.


         (f)      If a  designated  Beneficiary  entitled to payments  hereunder
                  shall die after the death of the  Participant  but  before the
                  entire  vested  interest  in the Net Value of Accounts of such
                  Participant has been  distributed,  then the remaining  vested
                  interest  in the Net  Value of  Accounts  of such  Participant
                  shall be paid, in accordance with the provisions of subsection
                  (g),  to the  surviving  Beneficiary  who is not a  contingent
                  Beneficiary,  or, if there are no such surviving Beneficiaries
                  then living,  to the designated  contingent  Beneficiaries  as
                  shall be  living at the time such  payment  is to be made.  If
                  there is no designated contingent Beneficiary then living, the
                  remaining  interest in the Net Value of his Accounts  shall be
                  paid to the  executor  or  administrator  of the estate of the
                  last  to die of  the  Beneficiaries  who  are  not  contingent
                  Beneficiaries.

                                       46


         (g)      If a Participant dies before his entire vested interest in the
                  Net Value of his  Accounts  has been  distributed  to him, the
                  remainder  of  such  vested  interest  shall  be  paid  to his
                  Beneficiary or, if applicable, his contingent Beneficiary,  in
                  a lump sum  distribution as soon as practicable  following the
                  date  of  the   Participant's   death.   Notwithstanding   the
                  foregoing, if, prior to the Participant's death:


                  (i)      the  Participant  had  elected  to receive a deferred
                           lump sum  distribution  and had not yet received such
                           distribution,  such Beneficiary  shall receive a lump
                           sum  distribution  as of  the  earlier  of:  (A)  the
                           Valuation   Date  set  forth  in  the   Participant's
                           election or (B) the last  Valuation Date which occurs
                           within one (1) year of the Participant's death; or


                  (ii)     the  Participant had elected to receive and had begun
                           receiving a distribution in the form of installments,
                           such Beneficiary shall receive distributions over the
                           remaining  installment period, at the times set forth
                           in such election.


                  If the Beneficiary is the Participant's Spouse and if benefits
                  are payable to such  Beneficiary  as an  immediate or deferred
                  lump sum distribution,  such Spouse may defer the distribution
                  up to the date on which the  Participant  would have  attained
                  age seventy and one-half  (70-1/2).  If such Spouse dies prior
                  to such  distribution,  the prior sentence shall be applied as
                  if the Spouse were the Participant.


         (h)      Notwithstanding  anything  in the  Plan to the  contrary,  the
                  provisions of subsections  (a) through (g) shall also apply to
                  a  person  who  is  not a  Participant  but  who  has  made  a
                  contribution to and maintains a Rollover  Contribution Account
                  under the Plan.


7.8      Direct Rollover of Eligible Rollover Distributions


         For  purposes of this  Section 7.8,  the  following  definitions  shall
         apply:


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


         (b)      "Distributee"  means  an  Employee  or  former  Employee.   In
                  addition, the Employee's or former Employee's surviving spouse
                  and the  Employee's  or  former  Employee's  Spouse  or former
                  spouse who is the alternate  payee under a qualified  domestic
                  relations order, as defined in Section 414(p) of the Code, are
                  Distributees  with  regard to the  interest  of the  Spouse or
                  former spouse.


         (c)      "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

                                       47


                  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,  an  Eligible  Retirement  Plan  is an
                  individual   retirement   account  or  individual   retirement
                  annuity.


         (d)      "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; the portion of any distribution
                  that is not  includible  in gross income  (determined  without
                  regard to the exclusion for net unrealized  appreciation  with
                  respect to  employer  securities);  and  effective  January 1,
                  2000,   any   Hardship   distribution   described  in  Section
                  401(k)(2)(B)(i)(IV) of the Code.


         Notwithstanding  any  provision of the Plan to the contrary  that would
         otherwise  limit a  Distributee's  election  under this  Section 7.8, 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.


7.9      Commencement of Benefits


         (a)      Unless the Employee  elects  otherwise in accordance  with the
                  Plan, in no event shall the payment of benefits commence later
                  than the sixtieth  (60th) day after the close of the Plan Year
                  in which the latest of the  following  events  occur:  (i) the
                  attainment by the Employee of age  sixty-five  (65),  (ii) the
                  tenth (10th)  anniversary of the year in which the Participant
                  commenced  participation  in the Plan or Prior Plan,  or (iii)
                  the   termination  of  the  Employee's   employment  with  the
                  Employer; provided, however, that if the amount of the payment
                  required  to  commence  on  the  date  determined  under  this
                  sentence  cannot  be  ascertained  by  such  date,  a  payment
                  retroactive  to such date may be made no later than sixty (60)
                  days  after  the  earliest  date on which  the  amount of such
                  payment can be ascertained under the Plan.


         (b)      Distributions to five-percent owners:


                  The  vested  interest  in the Net Value of the  Accounts  of a
                  five-percent owner (as described in Section 416(i) of the Code
                  and  determined  with  respect to the Plan Year  ending in the
                  calendar year in which such individual attains age seventy and
                  one-half  (70-1/2))  must be  distributed  or  commence  to be
                  distributed no later than the first day of April following the
                  calendar year in which such individual attains age seventy and
                  one-half (70-1/2). The vested interest in the Net Value of the
                  Accounts of an Employee  who is not a  five-percent  owner (as
                  described  in  Section  416(i)  of the Code) for the Plan Year

                                       48


                  ending in the calendar  year in which such person  attains age
                  seventy and one-half  (70-1/2) but who becomes a  five-percent
                  owner (as described in Section 416(i) of the Code) for a later
                  Plan Year must be distributed or commence to be distributed no
                  later  than the first day of April  following  the last day of
                  the calendar year that includes the last day of the first Plan
                  Year for which such  individual  is a  five-percent  owner (as
                  described in Section 416(i) of the Code).


         (c)      Subject  to  Section  7.1(d),   distributions  to  other  than
                  five-percent owners:


                  The vested  interest  in the Net Value of the  Accounts  of an
                  Employee who is not a five-percent  owner and who attained age
                  seventy and one-half  (70-1/2) prior to January 1, 1988,  must
                  be distributed or commence to be distributed no later than the
                  first day of April following the calendar year in which occurs
                  the later of: (i) his  termination  of  employment or (ii) his
                  attainment of age seventy and one-half (70-1/2).


                  Except as otherwise provided in the following  paragraph,  the
                  vested  interest  in the  Net  Value  of the  Accounts  of any
                  Employee who attains age seventy and one-half  (70-1/2)  after
                  December  31,  1987,  must be  distributed  or  commence to be
                  distributed no later than the first day of April following the
                  later of: (A) the 1989  calendar year or (B) the calendar year
                  in which such  individual  attains age  seventy  and  one-half
                  (70-1/2).


                  Effective January 1, 1997, an Employee  otherwise  required to
                  receive a  distribution  under the  preceding  paragraph,  may
                  elect to defer  distribution  of the Net Value of his Accounts
                  to the date of his termination of employment.


                  Notwithstanding the foregoing,  the vested interest in the Net
                  Value  of the  Accounts  of (I) any  Employee  who  becomes  a
                  Participant  on or after  January 1, 1997 or (II) any Employee
                  who  attains age  seventy  and  one-half  (70-1/2) on or after
                  January  1,  2001,  must  be  distributed  or  commence  to be
                  distributed no later than the first day of April following the
                  calendar   year  in  which   occurs  the  later  of:  (1)  his
                  termination of employment or (2) his attainment of age seventy
                  and one-half (70-1/2).

                                       49



                                 Article VIII--

                              Loans to Participants


8.1      Definitions and Conditions


         (a)      For purposes of this Article  VIII,  the  following  terms and
                  phrases shall have the meanings hereafter ascribed to them:


                  (i)      "Borrower"   means  a  Participant  or  a  "Party  in
                           Interest"  (as defined  under Section 3(14) of ERISA)
                           who maintains an Account,  provided such  Participant
                           or Party  in  Interest  is not  receiving  a  benefit
                           payment in accordance  with the provisions of Section
                           7.5(d) or 7.7.


                  (ii)     "Loan Account" means the separate, individual account
                           established  on behalf of a  Borrower  in  accordance
                           with the provisions of Section 8.4(d).


         (b)      To the extent  permitted  under the provisions of this Article
                  VIII and subject to the terms and conditions set forth herein,
                  a Borrower  may  request a loan from his  Accounts.  Any loans
                  made in accordance with this Article VIII shall not be subject
                  to the provisions of Article VI.


8.2      Loan Amount


         Upon a finding by the Committee  that all  requirements  hereunder have
         been met, a Borrower  may request a loan from his Accounts in an amount
         up to the lesser of: (a) fifty percent (50%) of the Net Value as of the
         close of business on the date the loan is processed  of the  Before-Tax
         Contribution Account,  vested Matching  Contribution Account,  Rollover
         Contribution Account and Discretionary  Employer  Contribution Account,
         or (b)  fifty  thousand  dollars  ($50,000),  reduced  by  the  highest
         outstanding loan balance during the preceding  twelve (12) months.  The
         minimum loan  permitted  shall be one thousand  dollars  ($1,000).  For
         purposes of this Section  8.2,  the Net Value of a Borrower's  Accounts
         includes all outstanding loans within the Borrower's Loan Account under
         Section 8.4(d).


8.3      Term of Loan


         All loans  shall be for a fixed  term of not more than five (5)  years,
         except that a loan which shall be used to acquire  any  dwelling  which
         within a reasonable  time is to be used as the  principal  residence of
         the Borrower,  may, in the discretion of the  Committee,  be made for a
         term of not more than fifteen  (15) years.  Interest on a loan shall be
         based on a reasonable  rate of interest.  Such rate shall be the "prime
         rate" as set forth in the first  publication of The Wall Street Journal
         issued  during  the  month in which  the  Borrower  requests  the loan,
         rounded to the nearest quarter of one percent (1/4 of 1%), increased by
         one (1)  percentage  point.  Such rate shall remain in effect until the
         Loan Account is closed.

                                       50


8.4      Operational Provisions


         (a)      An  application  for a loan  shall  be  filed  in the form and
                  manner prescribed by the Committee and shall be subject to the
                  fees,  if any,  set forth in Section  9.11.  If the  Committee
                  shall approve such application,  the Committee shall establish
                  the amount of such loan and such loan shall be  effected as of
                  the Valuation Date next following receipt by the Trustee.


         (b)      The  amount  of  the  loan  shall  be  distributed   from  the
                  Investment  Accounts  in which  the  Borrower's  Accounts  are
                  invested in the following order of priority:


                  (i)      Before-Tax Contribution Account;


                  (ii)     Rollover Contribution Account;


                  (iii)    vested Matching Contribution Account; and


                  (iv)     vested Discretionary Employer Contribution Account.


                  Distributions  from each of the  foregoing  Accounts  shall be
                  made on a pro rata basis from  among the  Investment  Accounts
                  selected pursuant to Section 6.1.


         (c)      The proceeds of a loan shall be distributed to the Borrower as
                  soon as  practicable  after the Valuation Date as of which the
                  loan is processed;  provided, however, that the Borrower shall
                  have  satisfied  such  reasonable  conditions as the Committee
                  shall deem necessary,  including,  without limitation: (i) the
                  delivery of an executed  promissory note for the amount of the
                  loan, including interest, payable to the order of the Trustee;
                  (ii) an assignment to the Plan of such Borrower's  interest in
                  his  Accounts  to the  extent of such  loan;  and (iii) if the
                  Borrower   is   actively   employed   by  the   Employer,   an
                  authorization  to the Employer to make payroll  deductions  in
                  order  to  repay  his  loan to the  Plan.  The  aforementioned
                  promissory note shall be duly acknowledged and executed by the
                  Borrower and shall be held by the Trustee, or the Committee as
                  agent  for the  Trustee,  as an asset of the  Borrower's  Loan
                  Account pursuant to subsection (d).


         (d)      A Loan Account shall be established  for each Borrower with an
                  outstanding  loan  pursuant to this  Article  VIII.  Each Loan
                  Account  shall  be  comprised  of a  Borrower's  (i)  executed
                  promissory note and (ii) installment payments of principal and
                  interest  made pursuant to Section  8.5(a).  Upon full payment
                  and satisfaction of the outstanding  Loan Account  balance,  a
                  Borrower's  promissory  note  shall  be  marked  paid in full,
                  returned  to the  Borrower,  and his  Loan  Account  thereupon
                  closed.


         (e)      As of each Valuation Date  coincident  with or next succeeding
                  each  payment of principal  and  interest on a loan,  the then
                  current  balance  of each  Borrower's  Loan  Account  shall be
                  debited by the amount of such payment and such amount shall be
                  transferred  for investment in accordance  with Section 8.5(c)
                  to  the  appropriate  Borrower's  Account.  If  the  Committee

                                       51


                  established a lien against the Borrower's Accounts pursuant to
                  Section 8.6(b), and foreclosure of such lien is deferred until
                  the  Borrower's  Termination  of Service  pursuant  to Section
                  8.6(b)(i),  for each  month  that  foreclosure  of the lien is
                  deferred,  the then  current  balance of the  Borrower's  Loan
                  Account shall be charged with interest on the unpaid principal
                  and interest thereon.


         (f)      No more than a maximum of two (2) loans  shall be  outstanding
                  to any  Borrower  under  this  Article  VIII at any time.  The
                  foregoing  operational  provisions  of this  Section 8.4 shall
                  apply individually to each outstanding loan.


8.5      Repayments


         (a)      If the  Borrower is on the payroll of the  Employer and unless
                  otherwise  agreed  to by the  Committee,  repayments  of  loan
                  principal, or the unpaid balance thereof, and interest thereon
                  shall be made through payroll deductions.  The first repayment
                  shall be deducted as of the first  payroll  date  occurring no
                  later than three (3) weeks  after the  Committee  submits  the
                  loan form for processing.


                  If the  Borrower  is not on the  payroll of the  Employer  and
                  unless  otherwise  agreed to by the  Committee,  repayments of
                  loan principal,  or the unpaid balance  thereof,  and interest
                  thereon,  shall be made in cash or cash  equivalencies  to the
                  Employer in equal monthly installments for payment to his Loan
                  Account.


         (b)      Any amount  repaid to the Plan by a Borrower with respect to a
                  loan, including interest thereon, shall be invested as if such
                  amount were a contribution  to be invested in accordance  with
                  Section 6.1.


         (c)      With respect to each Borrower's Loan Account, any repayment of
                  principal and interest  made by a Borrower  shall be credited,
                  as of the Valuation Date  coincident  with or next  succeeding
                  such  payment,  to the  Borrower's  Accounts  in the  order of
                  priority established under Section 8.4(b). No Account having a
                  lesser degree of priority  shall be credited until the Account
                  having the immediately  preceding  degree of priority has been
                  restored  by an amount  equal to that which had been  borrowed
                  from such Account.


         (d)      A  Borrower  may prepay his  entire  loan,  plus all  interest
                  accrued  and  unpaid  thereon,  as of any  Valuation  Date.  A
                  Borrower will not be permitted to make partial  prepayments to
                  his or her Loan Accounts.


         (e)      In the  event  the  Plan  is  terminated,  the  entire  unpaid
                  principal  amount  of the loan  hereunder,  together  with any
                  accrued and unpaid interest thereon,  shall become immediately
                  due and payable.

                                       52


8.6      Default


         (a)      If a Borrower  fails to make any  payment on any loan when due
                  under this Article VIII, the entire unpaid principal amount of
                  such loan,  together  with any  accrued  and  unpaid  interest
                  thereon, shall be deemed in default and become due and payable
                  ninety   (90)  days   after  the   initial   date  of  payment
                  delinquency.


         (b)      If a  Borrower  fails  to make  any  payment  on a loan and is
                  deemed  to be in  default  pursuant  to  subsection  (a),  the
                  Committee  shall  establish  a  lien  against  the  Borrower's
                  Accounts  in an  amount  equal  to any  unpaid  principal  and
                  interest.  The lien shall be  foreclosed by applying the value
                  of the  Borrower's  Loan  Account  (determined  as of the next
                  Valuation   Date   immediately   following   foreclosure)   in
                  satisfaction of said unpaid principal and interest as follows:


                  (i)      if the Borrower is in the employment of the Employer,
                           upon the Borrower's Termination of Service; or


                  (ii)     if the  Borrower  is not  in  the  employment  of the
                           Employer, immediately upon default.


                  Thereupon,   the  vested   interest  in  the  balance  of  the
                  Borrower's  Accounts shall be  distributed in accordance  with
                  the applicable provisions of the Plan.


         (c)      The   Committee   may,  in   accordance   with  uniform  rules
                  established by it,  restrict the right of any Borrower who has
                  defaulted  on a loan  from the Plan to:  (i) make  withdrawals
                  and/or   loans  from  his   Matching   Contribution   Account,
                  Before-Tax  Contribution Account, and/or Rollover Contribution
                  Account and/or Discretionary Employer Contribution Account for
                  a period  not  exceeding  twelve  (12)  months  or (ii) if the
                  Borrower  is  an  Eligible  Employee,   authorize   Before-Tax
                  Contributions  to be made on his  behalf  or  make  any  other
                  contributions  to the Plan for a period not  exceeding  twelve
                  (12) months.


8.7      Coordination of Outstanding Account and Payment of Benefits


         (a)      If the Borrower has an outstanding  Loan Account and is either
                  (i)  scheduled  to  receive  or elects  to  receive a lump sum
                  distribution in accordance with the provisions of Article VII,
                  or (ii)  scheduled  to receive  the last  installment  payment
                  under  a  previous   election  made  in  accordance  with  the
                  provisions of Article VII to receive  payments in a form other
                  than the normal form of benefit payments, then, at the time of
                  the  distribution  or payment  under clause (i) or (ii) above,
                  the entire unpaid  principal  amount of the loan together with
                  any  accrued  and  unpaid  interest   thereon,   shall  become
                  immediately due and payable.  No Plan distribution,  except as
                  permitted  under Section 7.2 or Section 7.3,  shall be made to
                  any Borrower  unless and until such  Borrower's  Loan Account,
                  including accrued interest thereunder, has been liquidated and
                  closed. If a Borrower fails to pay the outstanding  balance of
                  his Loan Account hereunder, such loan shall be satisfied as if
                  a default had occurred pursuant to Section 8.6.

                                       53


         (b)      Any  reference  in the Plan to the Net  Value of a  Borrower's
                  Accounts  available for  distribution  to any Borrower,  shall
                  mean the value  after the  satisfaction  of the entire  unpaid
                  principal  loan  amount or  amounts  and any  accrued,  unpaid
                  interest thereon, as provided in this Article VIII.



                                       54




                                  Article IX--

                                 Administration


9.1      General Administration of the Plan


         The  operation and  administration  of the Plan shall be subject to the
         management  and  control  of the Named  Fiduciaries  designated  by the
         Sponsoring  Employer.  The designation of such Named  Fiduciaries,  the
         terms of their  appointment,  and  their  duties  and  responsibilities
         allocated  among  them  shall be as set forth in this  Article  IX. Any
         actions   taken   hereunder   shall  be   conclusive   and  binding  on
         Participants, Retired Participants,  Employees, Beneficiaries and other
         persons,  and shall not be overturned  unless found to be arbitrary and
         capricious by a court of competent jurisdiction.


9.2      Designation of Named Fiduciaries


         The management and control of the operation and  administration  of the
         Plan shall be allocated in the following manner:


         (a)      The Trustee as a Named Fiduciary shall perform those functions
                  set forth in the Trust Agreement or the Plan that are assigned
                  to the Trustee.


         (b)      The   Sponsoring   Employer   shall   designate  one  or  more
                  individuals  to serve as  member(s)  of an  employee  benefits
                  Committee to perform  those  functions  set forth in the Trust
                  Agreement or the Plan that are assigned to such Committee.


         (c)      The   Sponsoring   Employer   shall   designate  one  or  more
                  individuals  to serve  as Plan  Administrator  and to  perform
                  those  functions set forth in the Trust  Agreement or the Plan
                  that are assigned to the Plan Administrator.


9.3      Responsibilities of Fiduciaries


         The  Named   Fiduciaries   shall  have  only  those   powers,   duties,
         responsibilities  and obligations  that are  specifically  allocated to
         them under the Plan or the Trust Agreement.


         To the extent  permitted by ERISA,  each Named  Fiduciary may rely upon
         any direction,  information or action of another Named Fiduciary or the
         Sponsoring  Employer  as  being  proper  under  the  Plan or the  Trust
         Agreement and is not required to inquire into the propriety of any such
         direction,  information  or  action  and no  Named  Fiduciary  shall be
         responsible for any act or failure to act of another Named Fiduciary or
         the Sponsoring Employer.


         Neither the Named  Fiduciaries  nor the Employer  guarantees  the Trust
         Fund in any manner against  investment  loss or  depreciation  in asset
         value.

                                       55


         The allocation of responsibility between the Trustee and the Sponsoring
         Employer may be changed by written  agreement.  Such reallocation shall
         be  evidenced  by  Employer  Resolutions  and  shall  not be  deemed an
         amendment to the Plan.


9.4      Plan Administrator


         The Sponsoring Employer shall designate the Sponsoring Employer, or one
         or more persons or a group of persons to act as Plan Administrator.


         The Plan Administrator  shall have the power and responsibility to: (a)
         furnish   summary   plan   descriptions,   annual   reports  and  other
         notifications   and   disclosure   statements   to   Participants   and
         Beneficiaries,  (b) maintain  records and addresses of Participants and
         Beneficiaries,  (c)  designate  any  independent  qualified  accountant
         required to act with respect to the Plan under  ERISA,  and (d) provide
         notification of determinations under the claim procedure of the Plan.


         Any person or persons  designated  as Plan  Administrator  shall  serve
         until their  successor or successors are  designated  and qualified.  A
         Plan  Administrator  may resign upon written  notice to the  Sponsoring
         Employer or may be removed as Plan Administrator but only for a failure
         or inability,  in the opinion of the Sponsoring  Employer,  of the Plan
         Administrator to carry out his responsibilities in an effective manner.
         Termination of employment with the Employer shall terminate designation
         as Plan Administrator.


         The Plan  Administrator  is  designated  as the  Plan's  agent  for the
         service of legal process.


9.5      Committee


         The members of the  Committee  designated  by the  Sponsoring  Employer
         under  Section  9.2(b) shall serve for such  term(s) as the  Sponsoring
         Employer shall determine and until their  successors are designated and
         qualified.  The term of any member of the Committee may be renewed from
         time to time  without  limitation  as to the  number of  renewals.  Any
         member of the  Committee  may (a) resign  upon at least sixty (60) days
         written notice to the Sponsoring Employer or (b) be removed from office
         but only for his failure or inability, in the opinion of the Sponsoring
         Employer,  to carry out his  responsibilities  in an effective  manner.
         Termination  of  employment  with the Employer  shall be deemed to give
         rise to such failure or inability.


         The  powers  and  duties  allocated  to the  Committee  shall be vested
         jointly  and  severally  in  its  members.   Notwithstanding   specific
         instructions  to the contrary,  any  instrument  or document  signed on
         behalf of the  Committee by any member of the Committee may be accepted
         and relied upon by the Trustee as the act of the Committee. The Trustee
         shall not be required to inquire into the  propriety of any such action
         taken by the  Committee  nor shall they be held  liable for any actions
         taken by them in reliance thereon.


         The Sponsoring Employer may, pursuant to Employer  Resolutions,  change
         the number of  individuals  comprising  the  Committee,  their terms of
         office or other  conditions  of their  incumbency  provided  that there
         shall be at all times at least one individual  member of the Committee.
         Any such change shall not be deemed an amendment to the Plan.

                                       56


9.6      Powers and Duties of the Committee


         The  Committee  shall have  authority  to perform  all acts it may deem
         necessary  or  appropriate  in order to exercise  the duties and powers
         imposed or  granted  by ERISA,  the Plan,  the Trust  Agreement  or any
         Employer Resolutions.  Such duties and powers shall include, but not be
         limited to, the following:


         (a)      Power to Construe - Except as otherwise  provided in the Trust
                  Agreement,  the Committee shall have the power to construe the
                  provisions of the Plan and to determine  any  questions  which
                  may arise thereunder.


         (b)      Power to Make Rules and Regulations - The Committee shall have
                  the power to make such reasonable  rules and regulations as it
                  may deem  necessary or  appropriate  to perform its duties and
                  exercise its powers. Such rules and regulations shall include,
                  but not be limited to, those governing (i) the manner in which
                  the Committee  shall act and manage its own affairs,  (ii) the
                  procedures   to  be  followed  in  order  for   Employees   or
                  Beneficiaries  to claim benefits,  and (iii) the procedures to
                  be followed by  Participants,  Beneficiaries  or other persons
                  entitled to benefits with respect to notifications, elections,
                  designations  or other actions  required by the Plan or ERISA.
                  All such rules and  regulations  shall be applied in a uniform
                  and nondiscriminatory manner.


         (c)      Powers and Duties with Respect to  Information - The Committee
                  shall have the power and responsibility:


                  (i)      to obtain such  information as shall be necessary for
                           the proper discharge of its duties;


                  (ii)     to  furnish  to  the  Employer,  upon  request,  such
                           reports as are reasonable and appropriate;


                  (iii)    to receive, review and retain periodic reports of the
                           financial condition of the Trust Fund; and


                  (iv)     to receive,  collect and  transmit to the Trustee all
                           information   required   by   the   Trustee   in  the
                           administration  of the  Accounts  of the  Employee as
                           contemplated in Section 9.7.


         (d)      Power of  Delegation - The  Committee  shall have the power to
                  delegate  fiduciary   responsibilities   (other  than  trustee
                  responsibilities  defined under Section 405(c)(3) of ERISA) to
                  one or more  persons  who are not  members  of the  Committee.
                  Unless  otherwise   expressly   indicated  by  the  Sponsoring
                  Employer,  the  Committee  must reserve the right to terminate
                  such delegation upon reasonable notice.

                                       57


         (e)      Power of  Allocation - Subject to the written  approval of the
                  Sponsoring  Employer,  the  Committee  shall have the power to
                  allocate    among    its    members    specified     fiduciary
                  responsibilities (other than trustee  responsibilities defined
                  under Section  405(c)(3) of ERISA).  Any such allocation shall
                  be in  writing  and shall  specify  the  persons  to whom such
                  allocation is made and the terms and conditions thereof.


         (f)      Duty to Report - Any member of the Committee to whom specified
                  fiduciary   responsibilities   have   been   allocated   under
                  subsection   (e)  shall  report  to  the  Committee  at  least
                  annually.   The  Committee  shall  report  to  the  Sponsoring
                  Employer at least  annually  regarding the  performance of its
                  responsibilities  as well as the performance of any persons to
                  whom  any  powers  and  responsibilities   have  been  further
                  delegated.


         (g)      Power to Employ  Advisors and Retain  Services - The Committee
                  may   employ   such   legal   counsel,   enrolled   actuaries,
                  accountants,  pension  specialists,  clerical  help and  other
                  persons  as it may deem  necessary  or  desirable  in order to
                  fulfill its responsibilities under the Plan.


9.7      Certification of Information


         The  Committee  shall  certify to the Trustee on such periodic or other
         basis as may be agreed upon, relevant facts regarding the establishment
         of the Accounts of an Employee,  periodic contributions with respect to
         such  Accounts,  investment  elections  and  modifications  thereof and
         withdrawals  and  distributions  therefrom.  The Trustee shall be fully
         protected   in   maintaining   individual   Account   records   and  in
         administering  the  Accounts  of the  Employee  on the  basis  of  such
         certifications  and shall  have no duty of inquiry  or  otherwise  with
         respect to any transactions or communications between the Committee and
         Employees relating to the information contained in such certifications.


9.8      Authorization of Benefit Payments


         The Committee  shall forward to the Trustee any application for payment
         of  benefits  within  a  reasonable  time  after it has  approved  such
         application.  The Trustee may rely on any such information set forth in
         the   approved   application   for  the  payment  of  benefits  to  the
         Participant, Beneficiary or any other person entitled to benefits.


9.9      Payment of Benefits to Legal Custodian


         Whenever,  in the Committee's opinion, a person entitled to receive any
         benefit  payment  is a minor or deemed to be  physically,  mentally  or
         legally  incompetent to receive such benefit,  the Committee may direct
         the  Trustee to make  payment  for his  benefit to such  individual  or
         institution  having  legal  custody  of  such  person  or to his  legal
         representative.  Any  benefit  payment  made  in  accordance  with  the
         provisions  of this  Section 9.9 shall  operate as a valid and complete
         discharge  of any  liability  for  payment  of such  benefit  under the
         provisions of the Plan.

                                       58


9.10     Service in More Than One Fiduciary Capacity


         Any  person or group of  persons  may serve in more than one  fiduciary
         capacity  with  respect to the Plan,  regardless  of  whether  any such
         person is an  officer,  employee,  agent or other  representative  of a
         party in interest.


9.11     Payment of Expenses


         The Employer will pay the ordinary  administrative expenses of the Plan
         and compensation of the Trustee. The Employer will also pay origination
         and annual maintenance fees associated with loans.


         The Employer may, if determined by the Committee,  charge Employees all
         or part of the reasonable  expenses  associated  with  withdrawals  and
         other distributions, or Account transfers.



                                       59




                                   Article X--

                            Benefit Claims Procedure

10.1     Definition


         For purposes of this Article X, "Claimant"  shall mean any Participant,
         Beneficiary or any other person  entitled to benefits under the Plan or
         his duly authorized representative.


10.2     Claims


         A Claimant  may file a written  claim for a Plan  benefit with the Plan
         Administrator  on the  appropriate  form  to be  supplied  by the  Plan
         Administrator.  The Plan Administrator  shall, in its sole and absolute
         discretion,   review  the  Claimant's   application  for  benefits  and
         determine the disposition of such claim.


10.3     Disposition of Claim


         The Plan Administrator  shall notify the Claimant as to the disposition
         of the claim for benefits under this Plan within ninety (90) days after
         the  appropriate  form  has been  filed  unless  special  circumstances
         require an  extension of time for  processing.  If such an extension of
         time is required,  the Plan Administrator  shall furnish written notice
         of the  extension  to the  Claimant  prior  to the  termination  of the
         initial ninety (90) day period. The extension notice shall indicate the
         special circumstances  requiring the extension of time and the date the
         Plan Administrator expects to render a decision. In no event shall such
         extension  exceed a period of one  hundred-eighty  (180)  days from the
         receipt of the claim.


10.4     Denial of Claim


         If a claim for  benefits  under this Plan is denied in whole or in part
         by the Plan  Administrator,  a notice written in a manner calculated to
         be  understood   by  the  Claimant   shall  be  provided  by  the  Plan
         Administrator  to the  Claimant  and  such  notice  shall  include  the
         following:


         (a)      a statement  that the claim for the  benefits  under this Plan
                  has been denied;


         (b)      the specific reasons for the denial of the claim for benefits,
                  citing the specific provisions of the Plan which set forth the
                  reason or reasons for the denial;


         (c)      a  description  of  any  additional  material  or  information
                  necessary  for the  Claimant to perfect the claim for benefits
                  under this Plan and an  explanation  of why such  material  or
                  information is necessary; and


         (d)      appropriate  information  as to the  steps  to be taken if the
                  Claimant wishes to appeal such decision.

                                       60


10.5     Inaction by Plan Administrator


         A  claim  for  benefits  shall  be  deemed  to be  denied  if the  Plan
         Administrator  shall not take any  action on such claim  within  ninety
         (90) days after receipt of the application for benefits by the Claimant
         or, if later,  within the extended processing period established by the
         Plan  Administrator  by written  notice to the Claimant,  in accordance
         with Section 10.3.


10.6     Right to Full and Fair Review


         A Claimant  who is denied,  in whole or in part,  a claim for  benefits
         under the Plan may file an appeal of such  denial.  Such appeal must be
         made in writing by the Claimant or his duly  authorized  representative
         and must be filed  with the  Committee  within  sixty  (60) days  after
         receipt of the notification under Section 10.4 or the date his claim is
         deemed  to  be  denied  under  Section   10.5.   The  Claimant  or  his
         representative  may review  pertinent  documents  and submit issues and
         comments in writing.


10.7     Time of Review


         The Committee,  independent of the Plan Administrator,  shall conduct a
         full and fair  review of the  denial of claim for  benefits  under this
         Plan to a Claimant  within sixty (60) days after receipt of the written
         request for review described in Section 10.6; provided,  however,  that
         an  extension,  not to exceed  sixty  (60)  days,  may apply in special
         circumstances.  Written notice shall be furnished to the Claimant prior
         to the commencement of the extension period.


10.8     Final Decision


         The Claimant shall be notified in writing of the final decision of such
         full and fair review by such Committee.  Such decision shall be written
         in a manner  calculated to be  understood by the Claimant,  shall state
         the  specific  reasons  for the  decision  and shall  include  specific
         references to the pertinent Plan  provisions upon which the decision is
         based.  In no event shall the  decision be  furnished  to the  Claimant
         later than sixty (60) days after the  receipt of a request  for review,
         unless  special   circumstances   require  an  extension  of  time  for
         processing,  in which  case a  decision  shall be  rendered  within one
         hundred-twenty (120) days after receipt of such request for review.

                                       61



                                  Article XI--

                     Amendment, Termination, and Withdrawal


11.1     Amendment and Termination


         The   Employer   expects  to  continue  the  Plan   indefinitely,   but
         specifically  reserves the right, in its sole and absolute  discretion,
         at any time, by appropriate  action of the Board, to terminate its Plan
         or to amend,  in whole or in part,  any or all of the provisions of the
         Plan.  Subject to the  provisions of Section 13.7, no such amendment or
         termination  shall  permit any part of the Trust Fund to be used for or
         diverted to purposes other than for exclusive  benefit of Participants,
         Beneficiaries  or  other  persons  entitled  to  benefits,  and no such
         amendment or termination  shall reduce the interest of any Participant,
         Beneficiary  or other person who may be entitled to  benefits,  without
         his consent.  In the event of a termination  or partial  termination of
         the Plan, or upon complete  discontinuance  of contributions  under the
         Plan,  the  Accounts of each  affected  Participant  shall become fully
         vested and shall be  distributable in accordance with the provisions of
         Article VII. In the event of a complete  termination  of the Plan,  the
         Accounts of each affected Participant shall become fully vested and may
         alternatively be distributable as a lump sum distribution  within seven
         (7) days of the Valuation Date  coincident  with the date of receipt by
         the Trustee of the proper  documentation  indicating the  Participant's
         distribution date.


         If any amendment changes the vesting schedule,  any Participant who has
         three (3) or more Years of  Service  may,  by filing a written  request
         with the Employer,  elect to have his vested percentage  computed under
         the vesting schedule in effect prior to the amendment.


         The period  during which the  Participant  may elect to have his vested
         percentage  computed  under the prior vesting  schedule  shall commence
         with the date the amendment is adopted and shall end on the latest of:


         (a)      sixty (60) days after the amendment is adopted;


         (b)      sixty (60) days after the amendment becomes effective; or


         (c)      sixty (60) days after the Participant is issued written notice
                  of the amendment from the Employer.


11.2     Withdrawal from the Trust Fund


         An Employer  may  withdraw  its Plan from the Trust Fund in  accordance
         with and subject to the provisions of the Trust Agreement.

                                       62



                                  Article XII--

                            Top-Heavy Plan Provisions

12.1     Introduction


         Any other provisions of the Plan to the contrary  notwithstanding,  the
         provisions  contained  in this  Article  XII  shall be  effective  with
         respect to any Plan Year in which  this Plan is a  Top-Heavy  Plan,  as
         hereinafter defined.


12.2     Definitions


         For purposes of this Article XII, the following words and phrases shall
         have the meanings  stated herein unless a different  meaning is plainly
         required by the context.


         (a)      "Account," for the purpose of determining the Top-Heavy Ratio,
                  means the sum of (i) a  Participant's  Accounts as of the most
                  recent Valuation Date and (ii) an adjustment for contributions
                  due as of the Determination Date.


         (b)      "Determination Date" means, with respect to any Plan Year, the
                  last day of the preceding Plan Year. With respect to the first
                  Plan  Year,  "Determination  Date"  means the last day of such
                  Plan Year.


         (c)      "Five-Percent  Owner" means, if the Employer is a corporation,
                  any Employee who owns (or is  considered  as owning within the
                  meaning  of  Section  318  of the  Code  modified  by  Section
                  416(i)(1)(B)(iii)  of the Code) more than five percent (5%) of
                  the  value of the  outstanding  stock  of,  or more  than five
                  percent  (5%) of the total  combined  voting  power of all the
                  stock of, the Employer.  If the Employer is not a corporation,
                  a  Five-Percent  Owner means any  Employee  who owns more than
                  five  percent  (5%) of the capital or profits  interest in the
                  Employer.


         (d)      "Key  Employee"  means any  Employee or former  Employee  (or,
                  where applicable,  such person's Beneficiary) in the Plan who,
                  at any time during the Plan Year containing the  Determination
                  Date or any of the preceding  four (4) Plan Years,  is: (i) an
                  Officer having Top-Heavy Earnings from the Employer of greater
                  than fifty  percent  (50%) of the dollar  limitation in effect
                  under Section  415(b)(1)(A)  of the Code;  (ii) one of the ten
                  (10) Employees having Top-Heavy  Earnings from the Employer of
                  more  than the  dollar  limitation  in  effect  under  Section
                  415(c)(1)(A)  of the Code and owning (or  considered as owning
                  within  the  meaning of Section  318 of the Code  modified  by
                  Section  416(i)(1)(B)(iii)  of  the  Code)  both  more  than a
                  one-half  of one  percent  (1/2%)  interest  in value  and the
                  largest  interests  in the  value  of the  Employer;  (iii)  a
                  Five-Percent  Owner  of the  Employer;  or (iv) a  One-Percent
                  Owner  of the  Employer  having  Top-Heavy  Earnings  from the
                  Employer  greater  than one  hundred  fifty  thousand  dollars
                  ($150,000).  For purposes of computing the Top-Heavy  Earnings
                  in subsections  (d)(i),  (d)(ii) and (d)(iv),  the aggregation
                  rules of Sections  414(b),  (c), (m) and (o) of the Code shall
                  apply.

                                       63


         (e)      "Non-Key  Employee"  means an Employee or former Employee (or,
                  where applicable,  such person's Beneficiary) who is not a Key
                  Employee.


         (f)      "Officer" means an Employee who is an administrative executive
                  in the  regular and  continued  service of his  Employer;  any
                  Employee who has the title but not the authority of an officer
                  shall  not be  considered  an  Officer  for  purposes  of this
                  Article  XII.  Similarly,  an  Employee  who does not have the
                  title of an officer but has the  authority of an officer shall
                  be  considered  an Officer.  For purposes of this Article XII,
                  the  maximum  number  of  Officers  that  must be  taken  into
                  consideration  shall be determined as follows:  (i) three (3),
                  if the number of Employees is less than thirty (30);  (ii) ten
                  percent  (10%) of the  number of  Employees,  if the number of
                  Employees is between  thirty (30) and five hundred  (500);  or
                  (iii) fifty (50),  if the number of  Employees is greater than
                  five  hundred  (500).  In  determining  such  limit,  the term
                  "Employer"  shall be determined  in  accordance  with Sections
                  414(b),  (c),  (m) and (o) of the  Code and  "Employee"  shall
                  include Leased  Employees and exclude  employees  described in
                  Section 414(q)(5) of the Code.


         (g)      "One-Percent  Owner" means,  if the Employer is a corporation,
                  any Employee who owns (or is  considered  as owning within the
                  meaning  of  Section  318  of the  Code  modified  by  Section
                  416(i)(1)(B)(iii)  of the Code) more than one percent  (1%) of
                  the  value  of the  outstanding  stock  of,  or more  than one
                  percent  (1%) of the total  combined  voting  power of all the
                  stock of, the Employer.  If the Employer is not a corporation,
                  a One-Percent  Owner means any Employee who owns more than one
                  percent  (1%)  of  the  capital  or  profits  interest  in the
                  Employer.


         (h)      A "Permissive Aggregation Group" consists of one or more plans
                  of the Employer that are part of a Required Aggregation Group,
                  plus  one or  more  plans  that  are not  part  of a  Required
                  Aggregation   Group  but  that  satisfy  the  requirements  of
                  Sections  401(a)(4)  and  410  of  the  Code  when  considered
                  together with the Required  Aggregation  Group.  If two (2) or
                  more defined  benefit  plans are  included in the  aggregation
                  group,  the  same  actuarial  assumptions  must be  used  with
                  respect to all such plans in determining  the Present Value of
                  Accrued Benefits.


         (i)      "Present  Value of Accrued  Benefits"  shall be  determined in
                  accordance  with the  actuarial  assumptions  set forth in the
                  defined benefit plan and the assumed benefit commencement date
                  shall be  determined  taking into account any  nonproportional
                  subsidy.   The  accrued  benefit  of  any  Employee  shall  be
                  determined  under the method used for accrual purposes for all
                  plans of the Employer,  or if no such method is described,  as
                  if such  benefit  accrued  not more  rapidly  than the slowest
                  accrual rate permitted under Section 411(b)(1)(C) of the Code.


         (j)      "Related Rollover  Contributions" means rollover contributions
                  received by the Plan that are not  initiated  by the  Employee
                  nor made from another plan maintained by the Employer.

                                       64


         (k)      A "Required  Aggregation  Group"  consists of each plan of the
                  Employer  (whether or not  terminated) in which a Key Employee
                  participates  or participated at any time during the Plan Year
                  containing  the  Determination  Date  or any of the  four  (4)
                  preceding  Plan  Years  and each  other  plan of the  Employer
                  (whether or not terminated)  which enables any plan in which a
                  Key  Employee   participates   or  participated  to  meet  the
                  requirements  of Section  401(a)(4) or 410 of the Code. If two
                  (2)  or  more  defined  benefit  plans  are  included  in  the
                  aggregation group, the same actuarial assumptions must be used
                  with  respect to all such  plans in  determining  the  Present
                  Value of Accrued Benefits.


         (l)      A "Super  Top-Heavy Plan" means a Plan in which,  for any Plan
                  Year:


                  (i)      the Top-Heavy Ratio (as defined under subsection (o))
                           for the Plan  exceeds  ninety  percent  (90%) and the
                           Plan is not part of any  Required  Aggregation  Group
                           (as  defined  under  subsection  (k))  or  Permissive
                           Aggregation  Group (as defined under subsection (h));
                           or


                  (ii)     the Plan is a part of a  Required  Aggregation  Group
                           (but is not part of a Permissive  Aggregation  Group)
                           and the  Top-Heavy  Ratio  for  the  group  of  plans
                           exceeds ninety percent (90%); or


                  (iii)    the Plan is a part of a  Required  Aggregation  Group
                           and part of a  Permissive  Aggregation  Group and the
                           Top-Heavy Ratio for the Permissive  Aggregation Group
                           exceeds ninety percent (90%).


         (m)      "Top-Heavy  Earnings"  means,  for any year,  compensation  as
                  defined under  Section  414(q)(4) of the Code, up to a maximum
                  of one hundred sixty thousand dollars ($160,000) for the 1997,
                  1998 and 1999 Plan  Years  and one  hundred  seventy  thousand
                  dollars ($170,000) for the 2000 and 2001 Plan Years,  adjusted
                  in multiples of ten thousand  dollars  ($10,000) for increases
                  in the  cost-of-living,  as prescribed by the Secretary of the
                  Treasury under Section 401(a)(17)(B) of the Code. With respect
                  to  Plan  Years  commencing  prior  to  January  1,  1997,  in
                  determining Top-Heavy Earnings, the rules of Section 414(q)(6)
                  of the Code  applied  except that the term  "family"  included
                  only the Spouse and those lineal  descendants  of the Employee
                  who had  attained  age  nineteen  (19) before the close of the
                  Plan Year.


         (n)      A "Top-Heavy Plan" means a Plan in which, for any Plan Year:


                  (i)      the Top-Heavy Ratio (as defined under subsection (o))
                           for the Plan exceeds sixty percent (60%) and the Plan
                           is not part of any  Required  Aggregation  Group  (as
                           defined   under   subsection   (k))   or   Permissive
                           Aggregation  Group (as defined under subsection (h));
                           or

                                       65


                  (ii)     the Plan is a part of a  Required  Aggregation  Group
                           but is not part of a Permissive Aggregation Group and
                           the  Top-Heavy  Ratio for the group of plans  exceeds
                           sixty percent (60%); or


                  (iii)    the Plan is a part of a  Required  Aggregation  Group
                           and part of a  Permissive  Aggregation  Group and the
                           Top-Heavy Ratio for the Permissive  Aggregation Group
                           exceeds sixty percent (60%).


         (o)      "Top-Heavy Ratio" means:


                  (i)      if  the  Employer  maintains  one or  more  qualified
                           defined  contribution  plans and the Employer has not
                           maintained any qualified  defined benefit plans which
                           during  the  five  (5)  year  period  ending  on  the
                           Determination Date have or have had accrued benefits,
                           the  Top-Heavy  Ratio  for the Plan  alone or for the
                           Required Aggregation Group or Permissive  Aggregation
                           Group, as appropriate,  is a fraction,  the numerator
                           of which is the sum of the Account balances under the
                           aggregated defined contribution plan or plans for all
                           Key Employees as of the Determination Date, including
                           any part of any Account  balance  distributed  in the
                           five (5) year period ending on the Determination Date
                           but excluding  distributions  attributable to Related
                           Rollover  Contributions,  if any, and the denominator
                           of which is the sum of all Account balances under the
                           aggregated  qualified  defined  contribution  plan or
                           plans for all  Participants  as of the  Determination
                           Date,  including  any  part  of any  Account  balance
                           distributed in the five (5) year period ending on the
                           Determination   Date  but   excluding   distributions
                           attributable to Related  Rollover  Contributions,  if
                           any, determined in accordance with Section 416 of the
                           Code and the regulations thereunder.


                  (ii)     if  the  Employer  maintains  one or  more  qualified
                           defined contribution plans and the Employer maintains
                           or has  maintained  one  or  more  qualified  defined
                           benefit  plans which  during the five (5) year period
                           ending on the Determination Date have or have had any
                           accrued   benefits,   the  Top-Heavy  Ratio  for  any
                           Required Aggregation Group or Permissive  Aggregation
                           Group, as appropriate,  is a fraction,  the numerator
                           of which is the sum of the Account balances under the
                           aggregated  qualified  defined  contribution  plan or
                           plans for all Key Employees, determined in accordance
                           with (i) above,  and the sum of the Present  Value of
                           Accrued  Benefits  under  the  aggregated   qualified
                           defined  benefit plan or plans for all Key  Employees
                           as of the Determination  Date, and the denominator of
                           which is the sum of the  Account  balances  under the
                           aggregated  qualified  defined  contribution  plan or
                           plans  determined in accordance  with (i) above,  for
                           all  Participants and the sum of the Present Value of
                           Accrued  Benefits  under  the  aggregated   qualified
                           defined benefit plan or plans for all Participants as
                           of  the   Determination   Date,   all  determined  in
                           accordance  with  Section  416 of the  Code  and  the
                           regulations thereunder.  The accrued benefits under a
                           qualified  defined benefit plan in both the numerator
                           and  denominator of the Top-Heavy  Ratio are adjusted
                           for any  distribution  of an accrued  benefit made in
                           the five (5) year period ending on the  Determination
                           Date.

                                       66


                  (iii)    For  purposes  of (i) and (ii)  above,  the  value of
                           Account  balances  and the  Present  Value of Accrued
                           Benefits  will be  determined  as of the most  recent
                           Valuation  Date that falls  within  the  twelve  (12)
                           month period ending on the Determination Date, except
                           as  provided  in  Section  416 of the  Code  and  the
                           regulations  thereunder for the first and second Plan
                           Years  of  a  qualified  defined  benefit  plan.  The
                           Account   balances  and  Present   Value  of  Accrued
                           Benefits  of a  Participant  (A)  who  is  a  Non-Key
                           Employee  but who was a Key Employee in a prior year,
                           or (B) who has not  been  credited  with at  least an
                           Hour of Service  with any  employer  maintaining  the
                           Plan at any time  during  the  five  (5) year  period
                           ending on the Determination Date will be disregarded.
                           The  calculation  of the  Top-Heavy  Ratio,  and  the
                           extent  to  which   distributions,   rollovers,   and
                           transfers  are  taken  into  account  will be made in
                           accordance  with  Section  416 of the  Code  and  the
                           regulations  thereunder.  When aggregating plans, the
                           value of Account  balances  and the Present  Value of
                           Accrued Benefits will be calculated with reference to
                           the  Determination  Date that  falls  within the same
                           calendar year.


         (p)      "Valuation  Date",  for the purpose of computing the Top-Heavy
                  Ratio (as defined under subsection (o)) under  subsections (l)
                  and (n) means the last date of the Plan Year.


         For  purposes of  subsections  (h),  (j) and (k), the rules of Sections
         414(b),  (c),  (m) and (o) of the Code shall be applied in  determining
         the meaning of the term "Employer".


12.3     Minimum Contributions


         If the Plan becomes a Top-Heavy Plan, then any provision of Article III
         to the contrary notwithstanding, the following provisions shall apply:


         (a)      Subject to subsection  (b), the Employer  shall  contribute on
                  behalf of each  Participant who is employed by the Employer on
                  the last day of the Plan Year and who is a Non-Key Employee an
                  amount with respect to each Top-Heavy  year which,  when added
                  to the amount of Special Contributions, Discretionary Employer
                  Contributions   and   Forfeitures   made  on  behalf  of  such
                  Participant,  shall not be less than the  lesser of: (i) three
                  percent (3%) of such  Participant's  Section 415  Compensation
                  (as  defined  under  Section  3.12(a)(vii)  of  the  Plan  and
                  modified by Section  401(a)(17)  of the Code),  or (ii) if the
                  Employer has no defined  benefit plan which is  designated  to
                  satisfy  Section 416 of the Code,  the largest of the total of
                  each  Key  Employee's   Matching   Contributions,   Before-Tax
                  Contributions,  Special Contributions,  Discretionary Employer
                  Contributions  and  Forfeitures,  as a percentage of each such
                  Key Employee's Top-Heavy Earnings;  provided, however, that in
                  no event shall any  contributions  be made under this  Section
                  12.3  in  an  amount  which  will  cause  the   percentage  of

                                       67


                  contributions   made  by  the   Employer   on  behalf  of  any
                  Participant who is a Non-Key Employee to exceed the percentage
                  at which  contributions  are made by the Employer on behalf of
                  the Key  Employee  for whom  the  percentage  of the  total of
                  Matching  Contributions,   Before-Tax  Contributions,  Special
                  Contributions,   Discretionary   Employer   Contributions  and
                  Forfeitures,  is  highest  in such  Top-Heavy  year.  Any such
                  contribution  shall be allocated to the Matching  Contribution
                  Account of each such  Participant and, for purposes of vesting
                  and  withdrawals  only,  shall  be  deemed  to  be a  Matching
                  Contribution.  Any such contribution shall not be deemed to be
                  a Matching Contribution for any other purpose.


         (b)      Notwithstanding  the  foregoing,  this  Section 12.3 shall not
                  apply to any  Participant to the extent that such  Participant
                  is  covered  under  any  other  plan or plans of the  Employer
                  (determined in accordance with Sections  414(b),  (c), (m) and
                  (o) of the Code) and such other plan provides that the minimum
                  allocation  or benefit  requirement  will be met by such other
                  plan  should this Plan  become  Top-Heavy.  If such other plan
                  does  not  provide  for  a  minimum   allocation   or  benefit
                  requirement, a minimum of five percent (5%) of a Participant's
                  Section 415 Compensation, as defined in Section 12.3(a) above,
                  shall be provided under this Plan.


         (c)      For  purposes of this  Article  XII,  the  following  shall be
                  considered as a contribution made by the Employer:


                  (i)      Qualified Nonelective Contributions;


                  (ii)     Matching Contributions made by the Employer on behalf
                           of Key Employees;


                  (iii)    Before-Tax  Contributions  made  by the  Employer  on
                           behalf of Key Employees; and


                  (iv)     Discretionary  Employer  Contributions  made  by  the
                           Employer  on  behalf  of Key  Employees  and  Non-Key
                           Employees.


         (d)      Subject to the  provisions  of  subsection  (b),  all  Non-Key
                  Employee  Participants who are employed by the Employer on the
                  last  day  of  the  Plan  Year  shall   receive   the  defined
                  contribution  minimum provided under subsection (a). A Non-Key
                  Employee may not fail to accrue a defined contribution minimum
                  merely  because such Employee was excluded from  participation
                  or failed to accrue a benefit because (i) his  Compensation is
                  less  than  a  stated  amount,  or  (ii)  he  failed  to  make
                  Before-Tax  Contributions  or (iii) he completed less than one
                  thousand (1,000) Hours of Service.


12.4     Impact on Section 415 Maximum Benefits


         For any Plan Year,  prior to  January  1, 2000,  in which the Plan is a
         Super  Top-Heavy  Plan,  Sections  3.12(a)(iv) and (v) shall be read by
         substituting  the number 1.0 for the number  1.25  wherever  it appears
         therein.


         For any Plan Year in which the Plan is a Top-Heavy Plan but not a Super
         Top-Heavy  Plan,  the Plan shall be treated as a Super  Top-Heavy  Plan
         under this Section 12.4,  unless each Non-Key  Employee who is entitled
         to a minimum  contribution  or benefit  receives an additional  minimum
         contribution  or  benefit.  If the  Non-Key  Employee  is entitled to a
         minimum  contribution  under  Section  12.3(a),  the Plan  shall not be
         treated  as a Super  Top-Heavy  Plan  under  this  Section  12.4 if the
         minimum  contribution  satisfies Section 12.3(a) when four percent (4%)
         is  substituted  for three percent (3%) in Section  12.3(a)(i).  If the
         Non-Key  Employee is entitled to a minimum  contribution  under Section
         12.3(b),  the Plan shall not be treated as a Super Top-Heavy Plan under
         this  Section  12.4,  if the  minimum  contribution  satisfies  Section
         12.3(b) when seven and one-half  percent  (7-1/2%) is  substituted  for
         five percent (5%).


12.5     Vesting


         If the Plan becomes a Top-Heavy  Plan,  then,  notwithstanding  Section
         4.1(c), the Vested Percentage of a Participant who has at least one (1)
         Hour of Service  with the  Employer  after the Plan  becomes  Top-Heavy
         shall not be less than the following  Vested  Percentage of his accrued
         benefit, determined in accordance with the following table:


                  Year of Service                        Vested Percentage
                  ---------------                        -----------------
                  Less than 2 years                               0%
                  2 years but less than 3 years                  20%
                  3 years but less than 4 years                  40%
                  4 years but less than 5 years                  60%
                  5 years but less than 6 years                  80%
                  6 years or more                               100%

         Notwithstanding the foregoing provision, each Participant with at least
         three (3) Years of Service  with the  Employer  shall at all times have
         his vested  percentage  computed under the greater of the provisions of
         this Section 12.5 or the provisions of Section 4.1(c).


         For those Plan Years in which the Plan ceases to be a  Top-Heavy  Plan,
         the  vesting  schedule  shall  be  determined  in  accordance  with the
         provisions of Section  4.1(c),  except that the vested  percentage of a
         Participant's  accrued benefit before the Plan ceased to be a Top-Heavy
         Plan shall not be reduced.


                                       69





                                 Article XIII--

                            Miscellaneous Provisions


13.1     No Right to Continued Employment


         Neither the  establishment  of the Plan, nor any provisions of the Plan
         or of the Trust Agreement establishing the Trust Fund nor any action of
         any Named Fiduciary,  Plan Administrator or the Employer, shall be held
         or construed to confer upon any Employee any right to a continuation of
         his  employment  by the  Employer.  The Employer  reserves the right to
         dismiss any  Employee or  otherwise  deal with any Employee to the same
         extent  and in the same  manner  that it would if the Plan had not been
         adopted.


13.2     Merger, Consolidation, or Transfer


         The Plan shall not be merged or  consolidated  with,  nor  transfer its
         assets  or  liabilities  to,  any  other  plan  unless  each  Employee,
         Participant,  Beneficiary  and other person  entitled to benefits under
         the Plan, would (if such other plan then terminated)  receive a benefit
         immediately after the merger,  consolidation or transfer which is equal
         to or greater  than the benefit he would have been  entitled to receive
         if the Plan had terminated immediately before the merger, consolidation
         or transfer.


13.3     Nonalienation of Benefits


         Except,  effective  August 5,  1997,  to the  extent of any offset of a
         Participant's  benefits as a result of any judgment,  order,  decree or
         settlement  agreement  provided in Section  401(a)(13)(C)  of the Code,
         benefits  payable  under the Plan shall not be subject in any manner to
         anticipation,   alienation,   sale,   transfer,   assignment,   pledge,
         encumbrance,  charge,  garnishment,  execution,  or levy  of any  kind,
         either  voluntary  or  involuntary  and any  attempt to so  anticipate,
         alienate, sell, transfer,  assign, pledge,  encumber,  charge, garnish,
         execute,  levy or  otherwise  affect  any  right  to  benefits  payable
         hereunder, shall be void. Notwithstanding the foregoing, the Plan shall
         permit the payment of benefits in accordance with a qualified  domestic
         relations order as defined under Section 414(p) of the Code.


13.4     Missing Payee


         Any other  provision  in the Plan or Trust  Agreement  to the  contrary
         notwithstanding,  if the  Trustee  is  unable  to make  payment  to any
         Employee, Participant, Beneficiary or other person to whom a payment is
         due  ("Payee")  under the Plan because the identity or  whereabouts  of
         such Payee cannot be  ascertained  after  reasonable  efforts have been
         made to identify or locate such person  (including  mailing a certified
         notice of the  payment  due to the last known  address of such Payee as
         shown on the records of the Employer),  such payment and all subsequent
         payments  otherwise  due to such Payee shall be  forfeited  twenty-four
         (24) months after the date such payment first became due. However, such
         payment and any subsequent payments shall be reinstated  retroactively,
         without interest, no later than sixty (60) days after the date on which
         the Payee is identified and located.

                                       70


13.5     Affiliated Employers


         All employees of all Affiliated  Employers  shall,  for purposes of the
         limitations  in Article  XII and for  measuring  Hours of  Service  and
         Periods of Service,  be treated as employed  by a single  employer.  No
         employee of an Affiliated  Employer  shall become a Participant of this
         Plan unless  employed by the Employer or an Affiliated  Employer  which
         has adopted the Plan.


13.6     Successor Employer


         In  the   event   of  the   dissolution,   merger,   consolidation   or
         reorganization  of the Employer,  the successor  organization may, upon
         satisfying  the provisions of the Trust  Agreement and the Plan,  adopt
         and continue this Plan. Upon adoption, the successor organization shall
         be deemed the Employer with all its powers, duties and responsibilities
         and shall assume all Plan liabilities.


13.7     Return of Employer Contributions


         Any other  provision  of the Plan or Trust  Agreement  to the  contrary
         notwithstanding,  upon the  Employer's  request and with the consent of
         the Trustee,  a contribution  to the Plan by the Employer which was (a)
         made by mistake of fact, or (b) conditioned upon initial  qualification
         of the Plan with the Internal Revenue Service,  or (c) conditioned upon
         the deductibility by the Employer of such  contributions  under Section
         404 of the Code,  shall be returned to the Employer within one (1) year
         after:  (i) the payment of a  contribution  made by mistake of fact, or
         (ii) the denial of such  qualification or (iii) the disallowance of the
         deduction (to the extent disallowed), as the case may be.


         Any such  return  shall not exceed the lesser of (A) the amount of such
         contributions (or, if applicable,  the amount of such contribution with
         respect to which a deduction is denied or disallowed) or (B) the amount
         of such  contributions net of a proportionate  share of losses incurred
         by the Plan during the period  commencing on the  Valuation  Date as of
         which such  contributions  are made and ending on the Valuation Date as
         of which such  contributions  are  returned.  All such refunds shall be
         limited  in  amount,  circumstances  and  timing to the  provisions  of
         Section 403(c) of ERISA.


13.8     Adoption of Plan by Affiliated Employer


         An Affiliated  Employer of the  Sponsoring  Employer may adopt the Plan
         and Trust Agreement upon satisfying the  requirements  set forth in the
         Trust  Agreement.  Upon such adoption,  such Affiliated  Employer shall
         become a  Participating  Affiliate  in the Plan,  which  Plan  shall be
         deemed a "single  plan"  within the  meaning of Income Tax  Regulations
         Section 1.414(l)-1(b)(1).

                                       71


         For  purposes of Article IX,  Employer  shall mean only the  Sponsoring
         Employer and each Participating Affiliate shall be deemed to accept and
         designate the Named  Fiduciaries,  Committee,  Plan  Administrator  and
         voter of Trust Fund units designated by the Sponsoring  Employer to act
         on its behalf in accordance  with the  provisions of the Plan and Trust
         Agreement.


         The Sponsoring Employer shall solely exercise for and on behalf of such
         Participating  Affiliate  the powers  reserved  to the  Employer  under
         Articles  IX and  XI.  However,  such  Participating  Affiliate  may at
         anytime terminate its future participation in the Plan for the purposes
         and in the manner set forth in the Trust Agreement.


13.9     Construction of Language


         Wherever  appropriate  in the Plan,  words used in the  singular may be
         read  in the  plural;  words  used  in the  plural  may be  read in the
         singular;  and words  importing  the  masculine  gender shall be deemed
         equally  to refer to the  female  gender.  Any  reference  to a section
         number  shall  refer  to a  section  of  this  Plan,  unless  otherwise
         indicated.


13.10    Headings


         The  headings  of  articles  and  sections  are  included   solely  for
         convenience  of  reference,  and if there be any conflict  between such
         headings and the text of the Plan, the text shall control.


13.11    Governing Law


         The Plan shall be governed by and  construed and enforced in accordance
         with the laws of the State of New York,  except to the extent that such
         laws are preempted by the Federal laws of the United States of America.



IN  WITNESS  WHEREOF,  pursuant  to  resolutions  of the Board of  Directors  of
Atlantic  Liberty Savings Bank, F.A., duly adopted on November 21, 2000, and the
authorization  contained therein, the Plan, as herein revised to include changes
required  by  the  Internal   Revenue  Service  and  conforming   technical  and
administrative revisions, is hereby executed.


                                         ATLANTIC LIBERTY SAVINGS BANK, F.A.


                                               By:      Barry M. Donohue
                                                  ----------------------------

                                               Title:   President & CEO
                                                     -------------------------

                                               Date:    April 25, 2001
                                                    --------------------------





                              AMENDMENT NUMBER ONE


                                       TO


                         ATLANTIC LIBERTY SAVINGS, F.A.


                               401(k) SAVINGS PLAN


Pursuant to Section 11.1 of Atlantic Liberty  Savings,  F.A. 401(k) Savings Plan
("Plan"),  the Plan is amended as follows,  effective  as of the dates set forth
therein:


          ARTICLE 111 - Section 3.1 shall be amended in its  entirety to read as
          follows:


          The  Employer  shall  make on behalf  of the  employee  (as  withheld)
          (client added) Before-Tax  Contributions for each payroll period in an
          amount equal to the amount by which a Participant's  Compensation  has
          been  reduced  with  respect  to such  period  under his  Compensation
          Reduction  Agreement.  Commencing October 23, 2001, the Employer shall
          make Before-Tax Contributions for each Plan Year in an amount equal to
          the amount by which a Participant's Compensation has been reduced with
          respect  to such year  under  his  Compensation  Reduction  Agreement.
          Subject to the  limitations  set forth in Sections  3.2 and 3.12,  the
          amount of reduction authorized by the Eligible Employee shall be whole
          percentages  and/or fractions thereof of Compensation and shall not be
          less  than one  percent  (1%) nor  greater  than  ten  percent  (10%).
          Commencing  January 1, 2002,  subject to the  limitations set forth in
          Sections  3.2 and 3.12,  the  amount of  reduction  authorized  by the
          Eligible Employee shall be whole percentages  and/or fractions thereof
          of annual Compensation and shall not be less than one percent (1%) nor
          greater  than  twenty  percent  (20%)  of  annual  Compensation.   The
          Before-Tax  Contributions  made on  behalf of a  Participant  shall be
          credited to such  Participant's  Before-Tax  Contribution  Account and
          shall be invested in accordance with Article VI of the Plan.


                                    (1 of 1)



                              AMENDMENT NUMBER TWO

                                       TO

                         ATLANTIC LIBERTY SAVINGS, F.A.

                               401(k) SAVINGS PLAN


Pursuant to Section 11.1 of the Atlantic  Liberty  Savings,  F.A. 401(k) Savings
Plan as Amended and Restated  Effective December 1, 1999,  Including  Provisions
Effective  Retroactive to January 1, 1997 and through  January 1, 2001 ("Plan"),
the Plan is amended, effective as of January 1, 1998:



1.  INTRODUCTION - The third sentence of the sixth paragraph of the Introduction
shall be amended in its entirety to read as follows:


     These  earlier,  retroactive  provisions  comply with all Internal  Revenue
     Service legislation and regulations issued to date addressing tax-qualified
     plans,  including the Uniformed Services Employment and Reemployment Rights
     Act of 1994,  the Uruguay  Round  Agreements  Act,  the Small  Business Job
     Protection Act of 1996, the Taxpayer Relief Act of 1997, the  Restructuring
     and Reform  Act of 1998 and the  Community  Renewal  Tax Relief Act of 2000
     (commonly referred to as GUST II).


2. ARTICLE I - The second  sentence of the first  paragraph of Section 1.14, the
definition  of  "Compensation,"  shall be  amended  in its  entirety  to read as
follows:


     Base compensation shall include salary, Before-Tax Contributions, wages and
     wage  continuation  payments to an Employee who is absent due to illness or
     disability of a short-term nature, the amount of any Employer contributions
     under a flexible benefits program  maintained by the Employer under Section
     125 of the Code pursuant to a salary  reduction  agreement  entered into by
     the  Participant  under Section 125 of the Code,  and effective  January 1,
     1998,  elective  amounts that are not  includable in the gross income of an
     Employee  by reason of Section  132(f)(4)  of the Code,  and shall  exclude
     overtime,  commissions,  expense allowances,  severance pay, fees, bonuses,
     contributions (other than Before-Tax Contributions) made by the Employer to
     the Plan,  and  contributions  made by the  Employer to any other  pension,
     insurance, welfare, or other employee benefit plan.


3. ARTICLE I - The second sentence of the second  paragraph of Section 1.14, the
definition  of  "Compensation,"  shall be  amended  in its  entirety  to read as
follows:


     Compensation  shall  include  commissions,  compensation  based on profits,
     overtime,  bonuses, wage continuation payments to an Employee absent due to
     illness or  disability of a short-term  nature,  the amount of any Employer
     contributions  under a flexible benefits program maintained by the Employer
     under  Section  125 of the Code  pursuant to a salary  reduction  agreement
     entered into by the Participant under Section 125 of the Code, and elective
     amounts  that are not  includable  in the gross  income of the  Employee by
     reason of Section 132(f)(4) of the Code,  amounts paid or reimbursed by the
     Employer for Employee  moving expenses (to the extent not deductible by the
     Employee),  and the value of any  nonqualified  stock option  granted to an
     Employee by the Employer (to the extent  includable in gross income for the
     year granted).

                                    (1 of 3)


4.  ARTICLE I - Subsection  (B) of the second  paragraph  of Section  1.30,  the
definition of "Highly Compensated Employee," shall be amended in its entirety to
read as follows:


     (B) any amount  which is  contributed  or deferred  by the  Employer at the
     election of the Employee and which is not includable in the gross income of
     the Employee by reason of Section 125, 132(f)(4) or 457 of the Code.



5. ARTICLE I - Subsection  (a)(i) of the second  sentence of Section  1.33,  the
definition  of "Leased  Employee,"  shall be amended in its  entirety to read as
follows:


     (i) a  nonintegrated  Employer  contribution  rate of at least ten  percent
     (10%) of  compensation,  as  defined  in  Section  415(c)(3)  of the  Code,
     however, including amounts contributed pursuant to a compensation reduction
     agreement  which are  excludable  from the  employee's  gross  income under
     Section 125, Section 402(e)(3),  Section  402(h)(1)(B) or Section 403(b) of
     the Code, and effective  January 1, 1998,  including  elective amounts that
     are  excludable  from the gross  income of an Employee by reason of Section
     132(f)(4) of the Code;



6. ARTICLE III - Section  3.12(a)(vii)  shall be amended by adding the following
new paragraph to the end thereof to read as follows:


     For purposes of this Section  3.12(a)(vii),  effective for Limitation Years
     commencing  on or after  January 1, 1998,  for  purposes  of  applying  the
     Limitations  described  in this  Section  3.12,  Compensation  paid or made
     available  during such Limitation Years shall include elective amounts that
     are not  includable in the gross income of an Employee by reason of Section
     132(f)(4) of the Code.



                                    (2 of 3)





             IN WITNESS WHEREOF,  Atlantic Liberty Savings Bank, F.A. has caused
this Amendment to be executed this ____ day of  ________________,  200_ pursuant
to the authority  granted in resolutions  duly adopted by the Board of Directors
on November 21, 2000.

                                        ATLANTIC LIBERTY SAVINGS BANK, F.A.

                                        By: ______________________________



                                        Title: ___________________________




                                    (3 of 3)