EXHIBIT 10.2

Carver Federal Savings Bank Retirement Income Plan

As Amended And Restated Effective As Of January 1, 1997

And As Further Amended Through January 1, 2001

                                TABLE OF CONTENTS

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TABLE OF CONTENTS..............................................................i

CARVER FEDERAL SAVINGS BANK RETIREMENT INCOME PLAN FOREWORD....................1

SECTION I  Definitions.........................................................2
     1.1      Definitions......................................................2

SECTION II PARTICIPATION......................................................13
     2.1      Date of Participation...........................................13
     2.2      Ineligible Employees............................................13
     2.3      Reemployment After a Termination of Employment
              Accompanied by a Break-in-Service...............................13
     2.3      Repayment of Prior Distribution Upon Reemployment...............14

SECTION III NORMAL RETIREMENT INCOME..........................................15
     3.1      Accrued Benefit.................................................15
     3.2      Eligibility and Commencement - Normal Retirement Income.........16
     3.3      Amount of Normal Retirement Income..............................16

SECTION IV - LATE AND EARLY RETIREMENT INCOME.................................17
     4.1      Eligibility and Commencement - Late Retirement Date.............17
     4.2      Amount of Late Retirement Income................................17
     4.3      Eligibility and Commencement - Early Retirement Date............19
     4.4      Amount of Early Retirement Income...............................19

SECTION V TERMINATION OF EMPLOYMENT AND VESTED RETIREMENT INCOME..............20
     5.1      Eligibility and Commencement - Vested Retirement Date...........20
     5.2      Amount of Vested Retirement Income..............................20

SECTION VI MAXIMUM RETIREMENT INCOME..........................................21
     6.1      Maximum Retirement Income.......................................21
     6.2      Top-Heavy Provisions............................................28

SECTION VII NORMAL FORM OF PAYMENT............................................35
     7.1      Normal Form of Payment - Joint and Survivor.....................35
     7.2      Normal Form of Payment - Life-No Death Benefit..................35
     7.3      Optional Forms of Payment.......................................35
     7.4      Notice to Participants..........................................35
     7.5      Election of Option..............................................36
     7.6      Qualified Election..............................................36
     7.7      Payment of Retirement Income to Participant.....................37


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187                                i                 CARVER FEDERAL SAVINGS BANK

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     7.8      Limits of Payment Options.......................................38
     7.9      Minimum Amounts to be Paid......................................39

SECTION VIII OPTIONAL FORMS OF PAYMENT........................................40
     8.1      Contingent Pensioner Option.....................................40
     8.2      Years Certain and Life Option...................................40
     8.3      Social Security Option..........................................41
     8.4      Direct Rollover of Eligible Rollover Distributions..............42

SECTION IX PRERETIREMENT SPOUSE BENEFIT.......................................43
     9.1      Eligibility for Preretirement Spouse Benefit....................43
     9.2      Amount of Preretirement Spouse Benefit..........................43
     9.3      Payments of Preretirement Spouse Benefit........................45

SECTION X DEATH BENEFITS......................................................47
     10.1     Death Before Retirement Date....................................47
     10.2     Death on or After Retirement Date...............................47

SECTION XI FUNDING OF BENEFITS................................................48
     11.1     Contributions to the Fund.......................................48
     11.2     Fund for Exclusive Benefit of Participants......................48
     11.3     Disposition of Credits and Forfeitures..........................48

SECTION XII FIDUCIARY RESPONSIBILITY PROVISIONS...............................49
     12.1     Fiduciary Responsibility Provisions.............................49

SECTION XIII PLAN ADMINISTRATOR...............................................50
     13.1     Appointment and Acceptance......................................50
     13.2     Duties and Authority............................................50
     13.3     Expenses of the Plan and Assistance to Plan Administrator.......50
     13.4     Participants and Other Payees - Data............................51
     13.5     Resignation and Removal of Plan Administrator...................51
     13.6     Appointment of Successor Plan Administrator.....................51
     13.7     Plan Administration - Miscellaneous.............................51

SECTION XIV AMENDMENT AND TERMINATION OF PLAN.................................55
     14.1     Amendment - General.............................................55
     14.2     Amendment - Merger or Consolidation of Plan.....................55
     14.3     Partial Termination of Plan.....................................55
     14.4     Termination of Plan.............................................56

SECTION XV RESTRICTION OF BENEFITS UPON EARLY TERMINATION OF THE PLAN.........58
     15.1     Restriction of Benefits Upon Early Termination of the Plan......58


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187                                ii                CARVER FEDERAL SAVINGS BANK

                                                                        Foreword
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CARVER FEDERAL SAVINGS BANK
RETIREMENT INCOME PLAN
FOREWORD

Effective November 1, 1953, the Employer (or its predecessor) established the Prior Plan ("Prior Plan") for the benefit of its eligible employees. Effective January 1, 1976, the Prior Plan was amended and restated in its entirety and became known as Carver Federal Savings Bank Retirement Income Plan.

The Prior Plan was amended from time to time to comply with legislative requirements and to reflect changing Plan provisions.

Effective January 1, 1989, the Prior Plan was further amended and restated in its entirety to incorporate the changes required by the Tax Reform Act of 1986 and subsequent legislation and regulations, and also incorporated certain amendments to the Prior Plan as in effect on December 31, 1988.

Effective as of January 1, 1997, the Employer amended and restated the Prior Plan. The Plan, as restated (hereinafter referred to as the "Plan"), complies with all applicable legislation and regulations thereunder issued to date addressing tax-qualified plans, including pension provisions under the Uniformed Services Employment and Reemployment Rights Act of 1994, the Retirement Protection Act of 1994, 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. Subject to any amendments that may subsequently be adopted by the Employer pursuant to Section 14.1, the provisions set forth in this Plan shall apply to any Employee who is in the employment of the Employer on or after January 1, 1997. Except to the extent specifically required to the contrary under the terms of this Plan, for terminations of employment prior to January 1, 1997, 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 Prior Plan is amended and restated in its entirety. The Plan shall contain the terms and conditions set forth herein.

Pursuant to resolutions adopted by the Employer, the Plan shall be frozen effective December 31, 2000 (the "Plan Freeze Date"). Effective as of the Plan Freeze Date, (A) no Employee may commence or recommence participation in the Plan, (B) Final Earnings shall not include any Earnings received by a Participant on or after the Plan Freeze Date (December 31, 2000), and (C) Credited Service and the accrual of all Participants' benefits shall cease.

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 corresponding trust agreement shall be tax-exempt under Section 50l(a) of the Code, and (C) Employer contributions under the Plan shall be tax deductible under Section 404 of the Code. The terms of the Plan shall be construed in accordance with such intention.

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                                                                     Definitions
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                                    SECTION I
                                   Definitions

1.1   Definitions

(A) Accrued Benefit - A Participant's benefit attributable to Employer contributions determined as of a date specified by the Employer by applying the benefit formula set forth in Section 3.1 and expressed in the form of an annual benefit commencing at Normal Retirement Date.

(B) Adjustment Factor - The appropriate adjustment factor(s), as shown in Table A attached to this Plan, which may be applicable to a Participant's retirement income in accordance with the further terms of the Plan. In no event will a Participant's Accrued Benefit as of the date of change of factors contained in said table be reduced by such change.

(C) Affiliated Employer - A member of an affiliated service group (as defined under Section 4l4(m) of the Code), a controlled group of corporations (as defined under Section 4l4(b) of the Code), a group of trades or businesses under common control (as defined under
Section 4l4(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.

(D) Affiliated Service - Employment with an employer during the period that such employer is an Affiliated Employer.

(E) Beneficiary - Any person who is receiving or eligible to receive a benefit under the Plan upon the death of a Participant. In the case of a married Participant, the Spouse (as defined under Section 1.1(KK) or 9.1(A)) shall be the designated Beneficiary unless the Participant elects otherwise pursuant to Section 7.5.

(F) Code - The Internal Revenue Code of 1986, as it may be amended from time to time, and any regulations, rulings or notices issued pursuant thereto.

(G) Contingent Pensioner - A Beneficiary other than the Participant's Spouse, who is receiving or eligible to receive a benefit under the Plan in accordance with the terms of Section 8.1.

(H) Credited Service - That portion of a Participant's Service which is included for purposes of determining the amount of his Accrued Benefit. With respect to any employment period, a Participant's Credited Service shall (1) include all years and full

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months of employment with the Employer corresponding with Service allowed but without regard to the number of Hours of Service and (2) exclude (a) a fractional month of Service, (b) periods of employment with an Affiliated Employer, and (c) periods of employment prior to January 1, 1988 for an Employee who (i) was in the employment of the Employer on January 1, 1988, (ii) was not enrolled as a Participant under the provisions of the Plan as in effect on December 31, 1987 solely because he had attained age sixty (60) at the time of his employment with the Employer, and (iii) became a Participant in the Plan on January 1, 1988.

Notwithstanding any provision of the plan to the contrary, effective December 12, 1994, calculation of service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

A Participant's Credited Service shall not include Credited Service which is not restored under Section 2.3.

In addition, notwithstanding any provision to the contrary contained in this Plan, a Participant shall not accrue Credited Service for any year or fraction thereof completed after the Plan Freeze Date.

(I) Early Retirement Date - The date described in Section 4.3.

(J) Earnings - The remuneration received from the Employer by or on behalf of the Participant, including all compensation shown on any and all federal source reporting forms completed by the Employer for the Plan Year for federal income tax purposes (including W-2 Forms) and including any contributions through a salary reduction arrangement to a cash or deferred plan under Section 401(k) of the Code and contributions which are not includable in the gross income of an Employee under a "cafeteria plan" described in Section 125 of the Code, or, 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, but excluding any other deferred compensation arrangements. Earnings shall include statutory disability payments to a Participant and supplemental disability income provided by the Employer if the inclusion of such income shall result in a greater benefit to the Participant. A determination whether to include such income as Earnings shall be applied on a uniform, nondiscriminatory basis.

The amount of Earnings taken into account for a Plan Year consisting of twelve (12) months for Plan Years commencing on and after January 1, 1997, shall not exceed one hundred sixty thousand dollars ($160,000) for the 1997, 1998 and 1999 Plan Years and one hundred and 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. Any cost-of-living increases described in this paragraph shall be applicable solely with respect to the amount of Earnings taken into account under the Plan during

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                                                                     Definitions
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the twelve (12) month period or periods to which such increase applies. For purposes of this Section 1.1(J), if the Plan Year in which an Employee's Earnings are paid is less than twelve (12) calendar months, the amount of Earnings taken into account for such Plan Year shall be the applicable limit hereunder 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, earnings received from any Affiliated Employer shall be recognized as Earnings.

In no event shall an Employee who was a Participant under the Plan as in effect on December 31, 1993 and whose Accrued Benefit on or after January 1, 1994 is based on Earnings in excess of one hundred fifty thousand dollars ($150,000) during a Plan Year prior to January 1, 1994, receive an Accrued Benefit under the Plan which is less than the greater of: (i) the Participant's Accrued Benefit as determined pursuant to the provisions of the Plan for Plan Years on or after January 1, 1994, based on all of the Participant's Credited Service, or (ii) the sum of: (A) the Accrued Benefit that would have been payable assuming the Plan provisions immediately preceding January 1, 1994 had remained in effect until the Participant's Termination of Employment with the Participant having terminated service on December 31, 1993, and (B) the Participant's Accrued Benefit as determined pursuant to the provisions of the Plan for Plan Years on or after January 1, 1994, based on the Participant's Credited Service commencing on January 1, 1994.

(K) Effective Date - November 1, 1953.

(L) Employee - Any individual who is compensated for an Hour of Service with the Employer.

(M) Employer - Carver Federal Savings Bank.

(N) Entry Date - January 1 and July 1 of each Plan Year.

(O) ERISA - The Employee Retirement Income Security Act of 1974, as it may be amended from time to time, and any regulations, rulings or notices issued pursuant thereto.

(P) Final Earnings - The average of a Participant's Earnings received in any three (3) consecutive calendar years during the last ten (10) consecutive full calendar years before the earliest to occur of the Participant's Termination of Employment, retirement or death, which produces the highest such average. If a Participant has less than three (3) years of Service, Earnings are averaged over the Participant's total period of Service.

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                                                                     Definitions
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Final Earnings shall not include any Compensation received by a Participant after the Plan Freeze Date.

(Q) Fund - The fund or funds established by separate written agreement between the Employer and an insurance company and/or trustee or trustees for the purpose of accumulating contributions made in accordance with Section XI, Funding of Benefits, and paying the benefits described in certain other sections of this Plan.

(R) Highly Compensated Employee - An individual described in Section 414(q) of the Code.

(S) Hours of Service -

(1) Each hour for which the Employee is either directly or indirectly paid by the Employer, or entitled to payment,

(a) for duties performed for the Employer during the Plan Year (the "computation period"); and

(b) for reasons other than the performance of duties (irrespective of whether the employment relationship has terminated) including paid sick leave, paid vacation time, disability, layoff, jury duty, military duty or leave of absence, etc. No more than 501 Hours of Service will be credited under this paragraph to an Employee for any single continuous period (whether or not such period occurs in a single computation period). Hours under this paragraph will be calculated and credited pursuant to Department of Labor Regulations Section 2530.200b-2 which is incorporated herein by reference; and

(2) Any additional hours as normally would have been credited to the Employee had he worked on a non overtime basis during the following periods:

(a) temporary layoff,

(b) leave of absence of up to two (2) years, as authorized by the Employer pursuant to the Employer's established leave policy, and

(c) military leave while the Employee's reemployment rights are protected by law, provided that any such periods qualify as Service in accordance with the terms of the Service definition; and

Notwithstanding any provision of the plan to the contrary, effective December 12, 1994, contributions, benefits and calculation of service with respect to

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                                                                     Definitions
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qualified military service will be provided in accordance with
Section 414(u) of the Code.

(3) Each other hour for which back pay is either awarded or agreed to by the Employer, irrespective of mitigation of damages. The same Hours of Service will not be credited both under paragraph (1) or paragraph (2), as the case may be, and under this paragraph (3). These Hours of Service will be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made.

In no event will Hours of Service be allowed and computed in a manner less liberal than the manner described in the Department of Labor Regulations Section 2530.200b-2.

(T) Joint and Survivor - The form of payment described in Section 7.1.

(U) Late Retirement Date - The date described in Section 4.1.

(V) Leased Employee - 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 or control by the Employer or any Affiliated Employers. 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, 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; (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.

(W) Normal Retirement Date -

(1) For purposes of determining a Participant's eligibility for retirement income and vesting status, the day on which the Participant attains age sixty-five (65); provided, however, that with respect to an Employee whose Participation in the

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                                                                     Definitions
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Plan commences on or after January 1, 1992, Normal Retirement Date is the later of the day on which the Participant attains age sixty-five (65) and the fifth (5th) anniversary of his initial participation in the Plan.

(2) For all other purposes, a Participant's Normal Retirement Date is the first day of the month coincident with or next following the applicable day set forth in paragraph (1).

(X) Participant - Any Employee or former Employee covered under this Plan who has neither received nor has commenced receiving his retirement income under this Plan.

(Y) PBGC - Pension Benefit Guaranty Corporation.

(Z) Plan - Carver Federal Savings Bank Retirement Income Plan, as amended from time to time.

(AA) Plan Administrator - The individual or individuals selected by the Employer in accordance with Section 13.1.

(BB) Plan Year - The period of twelve (12) consecutive months commencing on January 1, 1976 and on each January 1 thereafter.

(CC) Prior Plan - The program established by the Employer for providing retirement income and other benefits for certain of its employees and their beneficiaries as in effect prior to the Restatement Date.

(DD) Prior Plan Accrued Benefit - With respect to each Prior Plan Participant, the annual amount of retirement income accrued by the Prior Plan Participant as of December 31, 1970 as determined in accordance with the terms of the Prior Plan as constituted on such date.

(EE) Prior Plan Participant - A Participant covered under the Plan on January 1, 1981 who, as of December 31, 1970 was a Participant under the Prior Plan.

(FF) Restatement Date - January 1, 1997.

(GG) Retirement Date - The date on which the payment of a Participant's retirement income is to commence, as determined in accordance with the further terms of the Plan.

(HH) Service - Employment with the Employer commencing on the Employee's earliest employment date and ending on the earliest of his Termination of Employment date accompanied by a break-in-service (as defined below), Retirement Date or date of death. Service is subject to the following rules for the purposes of determining an Employee's participation and vesting status:

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                                                                     Definitions
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(1) With respect to any employment period prior to January 1, 1976, an Employee's Service will be determined in accordance with the terms of the Prior Plan as of December 31, 1975, provided that any such accrual involving a fractional year of Service will be rounded up to the next full year.

(2) With respect to any employment periods on and after January 1, 1976, an Employee will be credited with one (1) year of Service for each Plan Year during which he has at least 1,000 Hours of Service.

Solely for the purpose of determining an Employee's vesting status, with respect to an Employee whose employment date commences after January 1, 1976 and who does not have at least 1,000 Hours of Service during the Plan Year which includes his employment date, such Employee will be credited with one (1) year of Service if such Employee has at least 1,000 Hours of Service during the twelve (12) month period commencing with his employment date.

Solely for the purpose of determining an Employee's participation status, with respect to an Employee whose employment date commences after January 1, 1976, such Employee will be credited with one (1) year of Service if such Employee has at least 1,000 Hours of Service during the twelve (12) month period commencing with his employment date.

If in any Plan Year an Employee has less than 1,000 Hours of Service but more than 500 Hours of Service, no Service will be credited for such Plan Year, but a "break-in-service" will not be deemed to have occurred.

If in any Plan Year an Employee does not complete more than 500 Hours of Service, no Service will be credited for such Plan Year and a "break-in-service" will be deemed to have occurred, as of the beginning of such Plan Year.

Solely for the purpose of determining whether a one year break-in-service has occurred in a Plan Year, an Employee who is absent from work for maternity or paternity reasons shall receive credit for up to 501 Hours of Service which would otherwise have been credited to such Employee but for such absence, or in any case in which such hours cannot be determined eight (8) Hours of Service per day of such absence. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the pregnancy of the Employee, (b) by reason of the birth of a child of the Employee, (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. The Hours of Service credited under this paragraph shall be credited (i) in the Plan Year in which the absence begins if the crediting

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                                                                     Definitions
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is necessary to prevent a break-in-service in that period, or
(ii) in all other cases, in the following Plan Year.

(3) Service prior to a break-in-service which occurs before January 1, 1985 will be determined in accordance with the terms of the Plan as of the date the break-in-service occurred.

(4) If an Employee who has a break-in-service which occurs after January 1, 1985 is later reemployed by the Employer, the following special rule shall apply:

Service prior to his most recent break-in-service shall be counted along with any Service earned on or after the Employee's reemployment date if:

(a) he was entitled to any vested retirement income attributable Termination of Employment and Vested Retirement

(b) he was not entitled to any vested retirement income break-in-service did not equal or exceed the greater of:

(i) the Employee's aggregate number of years of pre break service; or

(ii) five (5) years.

If a reemployed Employee fails to meet any of the tests described in (a) or (b) above, any Service earned prior to his most recent break-in-service will be disregarded.

(5) Absence from employment shall be counted as Service if the following circumstances apply:

(a) temporary layoff,

(b) leave of absence of up to two (2) years, as authorized by the Employer pursuant to the Employer's established leave policy,

(c) military leave while the Employee's reemployment rights are protected by law, provided that the Employee returns to active employment with the Employer when recalled (if temporary layoff), within two (2) years (if leave of absence), or within ninety (90) days after he becomes eligible for release from active duty (if military leave). If the Employee does not return to active employment with the Employer, his Service will be deemed to have ceased on the date his absence commenced.

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                                                                     Definitions
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Notwithstanding any provision of the plan to the contrary, effective December 12, 1994, contributions, benefits and calculation of service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

The Employer's leave policy shall be applied in a uniform and nondiscriminatory manner to all Employees under similar circumstances.

(6) Employment with a predecessor company shall be counted as Service to the extent required by ERISA.

(7) With respect to an Employee who, as of July 30, 1982, was in the employ of Allied Federal Savings and Loan Association, such Employee will be credited with Service for any employment period prior to July 31, 1982 with Allied Federal Savings and Loan Association. Such Service will be deemed as Service with the Employer and the provisions of this Section 1.1(HH) will apply to such Service as though such Employee's employment with Allied Federal Savings and Loan Association had been employment with the Employer.

(8) Service shall be credited to an Employee for periods of employment with an Affiliated Employer. Employment with an Affiliated Employer shall be credited pursuant to this paragraph (8) while such employer is an Affiliated Employer.

No Service performed on or after the Plan Freeze Date shall be counted for purposes of eligibility for Plan participation or for determining a Participant's Credited Service under the Plan.

(II) Social Security Amount - The estimated initial annual amount of the primary benefit that may become payable to a Participant, commencing at age sixty-five (65), under the provisions of Title II of the Federal Social Security Act as in effect on the date of any determination of a Participant's Accrued Benefit hereunder. Such amount shall be estimated by assuming the Earnings for any Participant who terminates employment prior to age sixty-five (65) will continue until age sixty-five (65) at the same rate as in effect on the date he terminated employment. Wages prior to a Participant's date of employment will be estimated by projecting the actual change in the average wage from year to year as determined by the Social Security Administration backwards to his date of employment. In lieu of this estimated salary history, the actual salary history, or the actual Social Security award, if available, will be utilized, provided the Participant provides such history or award within six (6) months of his Termination of Employment or retirement. Once determined, the Primary Social Security Benefit will not be changed after the earliest of the Participant's Normal Retirement Date, or his date of death, retirement, or Termination of Employment. Effective December 31, 2000, in the case of any Participant employed by the Employer on December 31, 2000, this Section

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shall be applied as if the Plan Freeze Date (December 31, 2000) is such Participant's Termination of Employment date.

(JJ) Social Security Retirement Age - The age used as the retirement age for the Participant under Section 216(1) of the Social Security Act, except that such section shall be applied (1) without regard to the age increase factor and (2) as if the early retirement age under
Section 216(1)(2) of such Act were sixty-two (62).

(KK) Spouse - The lawful wife of a male Participant or the lawful husband of a female Participant, on the earlier of the Participant's Retirement Date or his date of death; provided that a former spouse will be treated as the Spouse or surviving Spouse, and a current spouse will not be treated as the Spouse or surviving Spouse to the extent provided under a qualified domestic relations order as described in Section 414(p) of the Code.

(LL) Termination of Employment - A Participant's cessation of employment for reasons other than retirement or death.

(MM) Trustee - The trustee as set forth in a trust agreement agreed on by both the Employer and such trustee.

(NN) Vesting Percentage - The percentage applied to a Participant's Accrued Benefit in accordance with the further terms of the Plan, as determined below:

Service for Vesting Purposes         Percentage
----------------------------         ----------

If he has 5 years:                          100%

If he has less than 5 years:                  0%

Notwithstanding the foregoing, if a Participant's Service ceases on or after his Normal Retirement Date, his Vesting Percentage will be 100%, and further provided that the Vesting Percentage of a Prior Plan Participant whose Service ceases on or after he attains age sixty (60) will be 100%.

(OO) Year of Eligibility Service - The earliest to occur of the following twelve (12) consecutive month periods during which an Employee has at least 1,000 Hours of Service:

(a) the twelve (12) consecutive month period beginning on the Employee's employment date,

(b) the Plan Year which includes the last day of the twelve (12) consecutive month period commencing with the Employee's employment date,

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            (c)   any Plan Year beginning after the last day of the twelve (12)

consecutive month period commencing with the Employee's employment date.

For purposes of determining Years of Eligibility Service, employment with an Affiliated Employer shall be deemed to be employment with the Employer.

(PP) Plan Freeze Date - December 31, 2000.

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                                                                   Participation
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                                   SECTION II
                                  PARTICIPATION

2.1   Date of Participation

Each Employee who was covered under the Plan on December 31, 1996 and who is in the employment of the Employer on the Restatement Date, will continue to be a Participant under this Plan on the Restatement Date.

Each other Employee who has attained age eighteen (18) will become a Participant under this Plan on the Entry Date coincident with or next following the date on which the Employee has completed at least one (1) Year of Eligibility Service.

Notwithstanding the above, no Employee shall be eligible to become a Participant in the Plan or, in the case of a reemployed Employee, to recommence participation in the Plan on or after the Plan Freeze Date.

2.2 Ineligible Employees

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

All Leased Employees.

Any Employee who is not a Plan Participant as of December 31, 2000.

2.3 Reemployment After a Termination of Employment Accompanied by a Break-in-Service

Prior to the Plan Freeze Date, an Employee who satisfied the requirements of Section 2.1 and subsequently (A) incurs a Termination of Employment, (B) incurs a break-in-service (as defined in Section 1.1(HH)) and (C) is reemployed after such break-in-service, will become a Participant under this Plan on the first day on which he has an Hour of Service. Prior to the Plan Freeze Date, any reemployed Employee who was not a Participant in the Plan but who had completed one (1) Year of Eligibility Service prior to his break-in-service will become a Participant in the Plan on the later of the first day of the month coincident with or next following (A) the date on which he attains age eighteen (18) and (B) the date on which he completes an Hour of Service after his reemployment. Prior to the Plan Freeze Date, any other reemployed Employee will become a Participant on the first day of the month coincident with or next following the date on which he meets all the requirements of Section 2.1.

Prior to the Plan Freeze Date, for the purposes of determining a covered Employee's postbreak Service, Service shall be counted from such first day of reemployment.

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2.3 Repayment of Prior Distribution Upon Reemployment

If a former Participant received his vested accrued retirement income at the time of his latest break-in-service in the form of a lump sum payment in accordance with the terms of Section 13.7(G) and is subsequently reemployed by the Employer, his previous Credited Service shall be disregarded when determining his retirement income upon his subsequent retirement or break-in-service.

However, he may restore the Credited Service he lost when he received the lump sum payment by repaying the amount he received plus interest. The interest on such amount will be computed for the number of full calendar months from the date of payment to the date of repayment at the rate of 120% of the Federal mid-term rate (as in effect under Section 1274 of the Code for the first month of the Plan Year). Such repayment must be made no later than the earlier of (A) the fifth anniversary of his reemployment date with the Employer, or (B) the last day of a period of five (5) consecutive one year breaks-in-service determined from the date the lump sum payment was paid such participant. Upon a Participant's subsequent retirement or break-in-service, that portion of his vested accrued retirement income attributable to Credited Service before his latest retirement or break-in-service shall not be less than his previous vested accrued retirement income modified, if applicable, to reflect any change in the form of payment of his retirement income.

                                                                     Section III
                                                        Normal Retirement Income
--------------------------------------------------------------------------------

                                   SECTION III
                            NORMAL RETIREMENT INCOME

3.1   Accrued Benefit

A Participant's Accrued Benefit shall be the greatest of (A), (B), (C), or D below:

(A)   (1)   50% of Final Earnings reduced by 50% of the Social Security
            Amount (provided, however, that the maximum offset hereunder
            will, in no event, exceed the maximum allowable offset under
            Internal Revenue Regulations Section 1.401(l)-(3)(b)(3));

      (2)   the amount described in (A)(1) shall be multiplied by (a) or
            (b), below, whichever applies:

            (a)   if the Participant's employment did not cease prior to
                  his Normal Retirement Date:, the ratio that the number
                  of his years of Credited Service up to a maximum of
                  fifteen (15), on his Retirement Date bears to fifteen
                  (15), or

            (b)   if the Participant's employment ceased prior to his
                  Normal Retirement Date:

                  the ratio that the number of his years of Credited
                  Service bears to the greater of (i) fifteen (15), and
                  (ii) the number of years of Credited Service he would
                  have had on his Normal Retirement Date had his Service
                  not ceased; or

(B) $25 multiplied by each month for which the Participant is granted Credited Service; or

(C) the Participant's Prior Plan Accrued Benefit; or

(D) the Participant's Accrued Benefit determined as of December 31, 1997.

In no event will a reduction in Final Earnings cause the retirement income determined for a Participant on his Normal Retirement Date to be less than the highest amount of retirement income the Participant would have received in the same form of payment had his Service ceased at any time prior to his Normal Retirement Date when he was eligible to receive an immediate retirement income.

Moreover, in no event will the total annual amount of retirement income to be provided for a reemployed Participant on account of all periods of employment be greater than the annual

                                                                     Section III
                                                        Normal Retirement Income
--------------------------------------------------------------------------------

amount of retirement income which would have been provided for him if his prior cessation of Service had not occurred.

3.2 Eligibility and Commencement - Normal Retirement Income

Each Participant who retires from the employ of the Employer on his Normal Retirement Date will receive a normal retirement income commencing on such date.

3.3 Amount of Normal Retirement Income

The annual amount of normal retirement income payable to such Participant will be equal to the amount described in paragraphs (A), (B), or (C) below, whichever applies:

(A) If the Participant has a Spouse as of his Retirement Date and does not elect pursuant to Section 7.5 to receive his normal retirement income on the basis of any other form of payment provided under this Plan:

The Participant's annual normal retirement income shall be paid on the basis of the Joint and Survivor form and shall be determined by multiplying (1) and (2) below, where:

(1) equals the amount determined in Section 3.1, and

(2) equals the Adjustment Factor appropriate for the Joint and Survivor form.

(B) If the Participant does not have a Spouse as of his Retirement Date or if the Participant has a Spouse and elects pursuant to Section 7.5 to receive his normal retirement income under the Life-No Death Benefit form of payment as described in Section VII, Normal Form of Payments:

The Participant's annual normal retirement income shall be the amount determined in Section 3.1.

(C) If, in lieu of the alternatives specified in paragraph (A) or (B) above, the Participant elects pursuant to Section 7.5 to receive his normal retirement income on the basis of one of the optional forms of payment described in Section VIII, Optional Forms of Payment:

The Participant's annual normal retirement income shall be determined by adjusting the amount determined in Section 3.1 in the manner described in Section VIII, Optional Forms of Payment, for the optional form of payment elected by the Participant.

                                                                      Section IV
                                                Late and Early Retirement Income
--------------------------------------------------------------------------------

SECTION IV - LATE AND EARLY RETIREMENT INCOME

4.1 Eligibility and Commencement - Late Retirement Date

Subject to the provisions of Section 7.7, each Participant whose employment with the Employer continues after his Normal Retirement Date will receive a late retirement income commencing on the first day of the month coincident with or next following the date he retires.

4.2 Amount of Late Retirement Income

Subject to the provisions of Section 7.9, the annual amount of late retirement income payable to such Participant will be determined based upon the number of years and months that his actual Late Retirement Date exceeds his Normal Retirement Date as set forth below:

(A) If the Participant's Late Retirement Date occurs in the same Plan Year as his or her Normal Retirement Date, the annual amount of late retirement income payable to such Participant will be equal to the greater of the amounts described in paragraphs (1) or (2) below:

(1) the annual amount described in the applicable paragraph of
Section 3.3, based on the terms of the Plan as constituted on the date the Participant retired and Final Earnings and Credited Service to the Participant's Normal Retirement Date, but not later than December 31, 2000, adjusted by multiplying such amount by the late retirement Adjustment Factor ("LRF"), or

(2) the annual amount described in the applicable paragraph of
Section 3.3, based on the terms of the Plan as constituted on the date the Participant retired and Final Earnings and Credited Service to the date the Participant retired, but not later than December 31, 2000.

(B) If the Participant's Late Retirement Date occurs in the Plan Year following his or her Normal Retirement Date, the annual amount of late retirement income payable to such Participant will be equal to the greatest of the amounts described in paragraphs (1), (2) or (3) below:

(1) the annual amount described in the applicable paragraph of
Section 3.3, based on the terms of the Plan as constituted on the date the Participant retired and Final Earnings and Credited Service to the Participant's Normal Retirement Date, but not later than December 31, 2000, adjusted by multiplying such amount by the LRF, or

                                                                      Section IV
                                                Late and Early Retirement Income
--------------------------------------------------------------------------------

(2) the annual amount described in the applicable paragraph of
Section 3.3, based on the terms of the Plan as constituted on the date the Participant retired and Final Earnings and Credited Service to the date the Participant retired, but not later than December 31, 2000, or

(3) the annual amount described under (1) or (2) above, whichever produces the greater amount, determined as of the last day of the Plan Year coincident with or preceding the Late Retirement Date (but not later than December 31, 2000) multiplied by the ratio that the LRF bears to the late retirement Adjustment Factor as of the last day of the Plan Year coincident with or preceding the Late Retirement Date ("Prior LRF").

(C) If the Participant's Late Retirement Date occurs in the second Plan Year subsequent to his or her Normal Retirement Date, or at any time thereafter, the annual amount of late retirement income payable to such Participant will be equal to the greatest of the amounts described in paragraphs (1), (2) or (3) below:

(1) the annual amount described in the applicable paragraph of
Section 3.3, based on the terms of the Plan as constituted on the date the Participant retired and Final Earnings and Credited Service to the Participant's Normal Retirement Date, but not later than December 31, 2000, adjusted by multiplying such amount by the LRF, or

(2) the annual amount described in the applicable paragraph of
Section 3.3, based on the terms of the Plan as constituted on the date the Participant retired and Final Earnings and Credited Service to the date the Participant retired, but not later than December 31, 2000, or

(3) the annual amount, determined as of the last day of the Plan Year coincident with or preceding the Late Retirement Date (but not later than December 31, 2000) multiplied by the ratio that the LRF bears to the Prior LRF where the annual amount for the purpose of this paragraph equals the greatest of:

(a) (1) above, or

(b) (2) above, or

(c) the result of the prior year's last day of the Plan Year (but not later than December 31, 2000) calculations determining the greatest of all annual amounts.

(D) Notwithstanding the foregoing, the annual amount of late retirement income for a Participant whose Late Retirement Date occurs after the date he attains the age of seventy and one-half (70-1/2) shall not be less than the actuarial equivalent of the annual

                                                                      Section IV
                                                Late and Early Retirement Income
--------------------------------------------------------------------------------

late Retirement Benefit that would have been payable if benefit payments had begun on the date the Participant attained the age of seventy and one half (70-1/2).

4.3 Eligibility and Commencement - Early Retirement Date

Each Participant who retires from the employ of the Employer after attaining age fifty-five (55) will be eligible to receive an early retirement income provided his Vesting Percentage is other than zero percent (0%). The early retirement income will be a deferred benefit commencing upon the Participant's Normal Retirement Date.

However, a Participant who is eligible to receive an early retirement income may elect to have such benefit commence prior to his Normal Retirement Date. Payment of this retirement income will commence on the first day of any month between the date the election is made and the Participant's Normal Retirement Date, as specified by the Participant in his election.

4.4 Amount of Early Retirement Income

(A) The annual amount of early retirement income payable to such a Participant at his Normal Retirement Date will be equal to the amount described in the applicable paragraph of Section 3.3, based on (1) the terms of the Plan as constituted on the date the Participant retired and (2) Credited Service to the date the Participant retired, but not later than December 31, 2000.

(B) If payments commence prior to a Participant's Normal Retirement Date, the annual amount of early retirement income payable to such Participant will be equal to the amount described in paragraph (A) above, multiplied by the appropriate Adjustment Factor.

SECTION V TERMINATION OF EMPLOYMENT AND VESTED RETIREMENT INCOME

5.1 Eligibility and Commencement - Vested Retirement Date

Each Participant who incurs a Termination of Employment, and who will not receive early, normal or late retirement income in accordance with the preceding Sections, will be eligible to receive a vested retirement income commencing upon his Normal Retirement Date, provided his Vesting Percentage is other than zero percent (0%).

Subject to the provisions of Section 4.3, a Participant may instead elect in writing to receive retirement income commencing on the first day of any month following the date the election is made and after he has attained age fifty-five (55), as specified by the Participant in his election.

5.2 Amount of Vested Retirement Income

(A) The annual amount of vested retirement income payable to such Participant at his Normal Retirement Date will be equal to the amount described in the applicable paragraph of Section 3.3, based on (1) the terms of the Plan as constituted on the date the Participant terminated employment and (2) Credited Service to the date the Participant terminated employment (but not later than December 31, 2000) multiplied by the Participant's Vesting Percentage.

(B) If payments commence prior to a Participant's Normal Retirement Date, the annual amount of vested retirement income payable to such Participant will be equal to the amount described in paragraph (A) above multiplied by the appropriate Early Commencement Adjustment Factor.

(C) Notwithstanding any other provisions of this Plan to the contrary, if the Participant's Termination of Employment occurred prior to January 1, 1976, he will receive his retirement income in the Normal Form of Payment described in Section 7.2 unless he has elected to receive his retirement income in (1) an optional form of payment described in Section VIII, Optional Forms of Payment, or (2) the Joint and Survivor form of payment.

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

                                   SECTION VI
                            MAXIMUM RETIREMENT INCOME

6.1   Maximum Retirement Income

      (A)   For purposes of this Section 6.1, the words and phrases below will

have the following meanings:

(1) Annual Additions - The sum of the following amounts credited to a Participant's account or accounts for the Limitation Year:

(a) Employer contributions,

(b) Employee contributions,

(c) forfeitures, and

(d) (1) amounts allocated after March 31, 1984 to an individual medical account, as defined in Section 415(l)(2) of the Code, that is part of a pension or annuity plan maintained by the Employer and (2) amounts derived from contributions, paid or accrued after December 31, 1985, that 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 are treated as Annual Additions to a defined contribution plan.

The Annual Additions for a Limitation Year commencing prior to the Restatement Date shall be determined in accordance with the provisions of the Prior Plan.

(2) Current Accrued Benefit - A Participant's annual Accrued Benefit under the Plan, determined in accordance with 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 Plan after May 5, 1986; and

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

(3) Defined benefit plan and defined contribution plan - The meanings set forth in Section 4l5(k) of the Code.

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

(4) Defined Benefit Plan Fraction - For a Limitation Year, 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 l.25 (or such adjustment as required under Section 6.2(D)) and the dollar limitation in effect under Section 4l5(b)(l)(A) of the Code for such Limitation Year adjusted as prescribed by the Secretary of the Treasury under Section 415(d) of the Code, or (ii) the product of l.4 and the amount which may be taken into account with respect to such Participant under Section 4l5(b)(l)(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, l986, the dollar limitation used to determine the denominator of this fraction will not be less than one hundred twenty-five percent (125%) of the Participant's Current Accrued Benefit.

(5) Defined Contribution Plan Fraction - For a Limitation Year, 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 the Annual Additions attributable to the Participant's welfare benefit funds as defined under Section 419(e) of the Code or individual medical accounts as defined under Section 415(l)(2) of the Code, 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 6.2(D)) 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)(l)(B) of the Code; provided, however, the Plan Administrator 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 l, l983 in determining the denominator of the Defined Contribution Plan Fraction.

If the Employee was a Participant as 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

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

defined benefit fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of (1) the excess of the sum of the fractions over 1.0 times (2) the denominator of this fraction, will be permanently subtracted from the numerator of this fraction. The adjustment is calculated using the fractions as they would be computed as of the end of the last Limitation Year beginning before January 1, 1987, and disregarding any changes in the terms and conditions of the plans made after May 5, 1986, but using the Section 415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987.

(6) Highest Average Compensation - The average Section 415 Compensation of a Participant for the three (3) consecutive calendar years during which he was a Participant in the Plan that produces the highest such average. If an Employee was a Participant for less than three (3) consecutive years, the number of his consecutively completed calendar years during which he was a Participant shall be used to compute such average.

(7) Limitation Year - The Plan Year.

(8) Maximum Permissible Dollar Amount - $90,000. Such amount shall be adjusted in accordance with the provisions of Section 6.1(C).

(9) Projected Annual Benefit - Under a defined benefit plan, the annual retirement income to which a Participant would be entitled under such plan if (a) he were to continue in employment until his normal retirement age under such plan (or until his current age, if later), (b) his Section 4l5 Compensation for the Limitation Year under consideration remains the same until the date he attains such age, and (c) all other relevant factors used to determine benefits under the plan were to remain the same as in the current Limitation Year for all future Limitation Years.

(10) Section 415 Compensation - A Participant's remuneration as defined under Income Tax Regulations Sections 1.415-2(d)(2),
(3) and (6). For the purpose of determining Section 415 Compensation for any Limitation Year, amounts shall be includable in the Limitation Year in which they are actually paid or made available to the Participant. For purposes of this Section, effective for Limitation 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.

For purposes of this Section 6.1(A)(10), effective for Limitation Years commencing on or after January 1, 1998, for purposes of applying the

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

limitations described in this Section 6.1, amounts 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.

(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 or was a member for any period, provided a Participant was employed by such member during the period of affiliation, as well as 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 entity required to be aggregated with the Employer in accordance with regulations prescribed by the Secretary of the Treasury under
Section 4l4(o) of the Code, shall be treated as the Employer.

(C) The maximum amount of annual retirement income payable under this Plan during any Limitation Year shall be subject to all of the following limitations:

(1) The annual retirement income payable as a Life-No Death Benefit, or as a Joint and Survivor form of payment shall be the lesser of (a) the Maximum Permissible Dollar Amount or (b) one hundred percent (100%) of the Participant's Highest Average Compensation.

(2) A Participant's retirement income which does not exceed a maximum of $10,000 for any Plan Year shall be deemed not to exceed the foregoing limitations if the Participant did not at any time participate in a defined contribution plan, a welfare benefit plan as defined under Section 419A(d)(2) of the Code or an individual medical account as defined under Section 415(l)(2) of the Code maintained by the Employer. The aforementioned $10,000 maximum shall be subject to the provisions of
Section 6.1(C)(4).

(3) A Participant's retirement income payable in any form of payment other than a Life-No Death Benefit form of payment or a Joint and Survivor form of payment will be adjusted to the actuarial equivalent of the Life-No Death Benefit form of payment before applying the limitations of this Section 6.1(C). The actuarial equivalent of a Life-No Death Benefit form of payment is equal to the greater of the annuity benefit computed using the interest rate and mortality table (or other tabular factor) specified in the Plan for adjusting benefits in the same form, and the annuity benefit computed using a five percent (5%) interest rate assumption, and effective for Limitation Years beginning after December 31, 1994, the GATT Applicable Mortality Table as set forth in Table A. In

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

                        determining the actuarial equivalent of a Life-No Death
                        Benefit form of payment for any lump sum distribution or
                        retirement income form other than a nondecreasing
                        annuity payable for a period of not less than the life
                        of the Participant (or in the case of the Preretirement
                        Spouse Benefit, the life of the surviving Spouse) or
                        decreases during the life of the Participant merely
                        because of: (A) the death of the survivor annuitant (but
                        only if the reduction is not below fifty percent (50%)
                        of the annual retirement income payable before the death
                        of the survivor annuitant), or (B) the cessation or
                        reduction of Social Security supplements of qualified
                        disability payments as defined in Section 401(a)(11) of
                        the Code, the "GATT Applicable Interest Rate," as
                        defined in the Table A of the Plan, will be substituted
                        for a "five percent (5%) interest rate assumption" in
                        the preceding sentence.

            (4)   (a)   If a Participant has completed less than ten (10) years
                        of participation in the defined benefit plan of the
                        Employer, the Maximum Permissible Dollar Amount set
                        forth in Section 6.l(C)(1)(a) above will be reduced by
                        multiplying such limitation by a fraction, the numerator
                        of which is the number of years and fraction thereof of
                        such Participant's participation and the denominator of
                        which is ten (10).

                  (b)   If a Participant has completed less than ten (10) years
                        of employment with the Employer, the limitation set
                        forth in Section 6.1(C)(1)(b) and the $10,000 maximum
                        set forth in Section 6.1(C)(2) above will be reduced by
                        multiplying such amount by a fraction, the numerator of
                        which is the number of years and fraction thereof of
                        such Participant's employment and the denominator of
                        which is ten (10).

                  (c)   In no event will the reduction set forth in Section
                        6.1(C)(4)(a) or (b) reduce the limitations set forth in
                        Section 6.1(C)(1) or the maximum set forth in Section
                        6.1(C)(2) to an amount less than one-tenth (1/10th) of
                        such limitation or maximum, whichever is applicable,
                        determined without regard to this Section 6.1(C)(4).

                  (d)   To the extent provided in regulations prescribed by the
                        Secretary of the Treasury or his delegate, this Section
                        6.1(C)(4) will be applied separately with respect to
                        each change in the benefit structure of the Plan.

            (5)   (a)   The Maximum Permissible Dollar Amount, and in the case
                        of a Participant who has incurred a Termination of
                        Employment, the Participant's Highest Average
                        Compensation, will be adjusted for increases in the
                        cost-of-living in accordance with regulations prescribed
                        by the Secretary of the Treasury or his delegate in
                        accordance with

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

Section 415(d) of the Code. Each annual adjustment shall be limited to the scheduled annual increase, as determined by the Secretary of the Treasury, and shall be effective for the Limitation Year within which such increase has become effective.

(b) In the event that the annual retirement income otherwise payable to a Participant who has retired or terminated employment has been limited by the Maximum Permissible Dollar Amount, such limited annual retirement income shall be increased in accordance with any automatic cost-of-living adjustments in such dollar amount made pursuant to Section 6.1(C)(5)(a).

(6) A Participant's retirement income which commences after his Social Security Retirement Age may exceed the Maximum Permissible Dollar Amount provided the actuarial equivalent of such annual retirement income commencing at his Social Security Retirement Age satisfies such Maximum Permissible Dollar Amount actuarially adjusted to the date of retirement. The actuarial equivalent of the Maximum Permissible Dollar Amount commencing after his Social Security Retirement Age, shall be determined as the lesser of the equivalent annual retirement income computed using the interest rate and mortality table (or other tabular factor) specified in the Plan for purposes of determining the actuarial equivalent for a Late Retirement Income benefit and the equivalent annual retirement income computed using a five percent (5%) interest rate assumption, and effective for Limitation Years beginning after December 31, 1994, the GATT Applicable Mortality Table as set forth in Table A of the Plan.

(7) If a Participant's retirement income commences prior to his Social Security Retirement Age, the Maximum Permissible Dollar Amount will be determined as follows:

(a) If a Participant's Social Security Retirement Age is sixty-five (65), the Maximum Permissible Dollar Amount of retirement income commencing on or after age sixty-two (62) is determined by reducing the Maximum Permissible Dollar Amount by five-ninths of one percent (5/9ths of 1%) for each month by which such benefit commences before the month in which the Participant attains age sixty-five (65).

(b) If a Participant's Social Security Retirement Age is greater than sixty-five (65), the Maximum Permissible Dollar Amount of retirement income commencing on or after age sixty-two (62) is determined by reducing the Maximum Permissible Dollar Amount by five-ninths of one percent (5/9ths of 1%) for each of the first thirty-six
(36) months and five-twelfths of one percent (5/12ths of 1%) for each of the additional

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

months (up to twenty-four (24) months) by which such retirement income commences before the month in which the Participant attains his Social Security Retirement Age.

(c) If a Participant's retirement income commences prior to age sixty-two (62), the Maximum Permissible Dollar Amount shall be equal to retirement income commencing at age sixty-two (62) reduced in accordance with paragraph
(a) or (b) above, whichever is applicable, and further reduced to the actuarial equivalent of such retirement income determined as of the benefit commencement date. In determining the actuarial equivalent of retirement income commencing prior to age sixty-two (62), such retirement income shall be determined as the lesser of the equivalent annual retirement income computed using the Plan rates for an Early Retirement Benefit as set forth in Section 4.4 and Table A, and the equivalent annual retirement income computed using a five percent (5%) interest rate, and effective for Limitation Years beginning after December 31, 1994, the GATT Applicable Mortality Table as set forth in the Table A of the Plan.

(8) If any retirement benefits shall be payable to or on account of any Participant in this Plan under any other defined benefit plan(s) (whether or not terminated) maintained by the Employer, the limitation applicable to such Participant for the purposes of this Section 6.l shall be determined by combining the retirement income payable under this Plan and the retirement benefits of all other such defined benefit plan(s). To the extent necessary, the retirement income under this Plan shall be reduced to insure that such combined benefits shall not exceed the limitation applicable to such Participant. Notwithstanding the foregoing, in the case of a Participant who was a participant in one or more defined benefit plans of the Employer in existence on May 6, 1986, the limitations of this Section 6.l shall not be less than the participant's Current Accrued Benefits under all such defined benefit plans as of the end of the last Limitation Year beginning before January 1, 1987. The preceding sentence applies only if the defined benefit plans individually and in the aggregate satisfied the requirements of Section 415 of the Code, as in effect at the end of the 1986 Limitation Year.

In the case of a Participant who was a participant in one or more defined benefit plans of the Employer as of the first day of the first Limitation Year beginning after December 31, 1994, the limit applicable to such Participant for purposes of this Section 6.1 shall not cause the Maximum Permissible Dollar Amount for such Participant under all such defined benefit plans to be less than the Participant's Old Law Benefit. The preceding sentence applies only if such defined benefit plans met the requirements Code Section 415 on December 7, 1994.

                                                                      Section VI
                                                       Maximum Retirement Income
--------------------------------------------------------------------------------

(9) Notwithstanding the limitations of Section 6.1(C), if a Participant is also a participant in any defined contribution plan of the Employer, the retirement income payable under this Plan shall be reduced to the extent necessary as determined by the Plan Administrator, so as not to exceed the overall limitations on benefits and contributions of Section 415(e) of the Code. For this purpose, the Plan Administrator will compute the Participant's Defined Benefit Plan Fraction and Defined Contribution Plan Fraction and will make any necessary adjustments so that the sum of the fractions, for any Limitation Year, will not exceed 1.0. If the Plan satisfied the applicable requirements of Section 415 of the Code as in effect for all Limitation Years beginning before January 1, 1987, an amount shall be subtracted from the numerator of the Defined Contribution Plan Fraction (not exceeding such numerator) as prescribed by the Secretary of the Treasury or his delegate so that the sum of the Defined Benefit Plan Fraction and Defined Contribution Plan Fraction computed under
Section 415(e)(1) of the Code does not exceed 1.0 for such Limitation Year. This subsection (9) shall not apply with respect to Plan Years beginning on or after January 1, 2000.

6.2 Top-Heavy Provisions

The following provisions will become effective in any Plan Year in which the Plan is determined to be a Top-Heavy Plan and shall supersede any other conflicting provisions of the Plan.

(A) For purposes of this Section 6.2, the words and phrases below will have the following meanings:

(1) Determination Date - With respect to a Plan Year, the last day of the preceding Plan Year. With respect to the first Plan Year, the last day of the first Plan Year.

(2) Employer - For purposes of this Section 6.2, the Employer who adopts this Plan and any Affiliated Employer. An entity other than the Employer will be treated as an Employer only while it is an Affiliated Employer.

(3) Five-Percent Owner - If the Employer is a corporation, any Employee who owns (or is considered as owning within the meaning of Section 3l8 of the Code) more than five percent (5%) of the value of the outstanding stock, or stock possessing 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.

(4) Key Employee - Any Employee or former Employee (or, where applicable, such person's Beneficiary) in the Plan who, at any time during the Plan Year

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containing the Determination Date or any of the preceding four
(4) Plan Years, is: (a) 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; (b) 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 of 1%) interest in value and the largest interests in the value of the Employer; (c) a Five-Percent Owner of the Employer; or (d) a One-Percent Owner of the Employer having Top-Heavy Earnings from the Employer greater than $150,000. For purposes of computing the Top-Heavy Earnings in Sections 6.2(A)(4)(a), (b) and (d) above, the aggregation rules of Sections 414(b), (c),
(m), (n) and (o) of the Code shall apply.

(5) Non-Key Employee - Any Employee or former Employee (or, where applicable, such person's Beneficiary) who is not a Key Employee.

(6) Officer - 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 paragraph. 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 paragraph, the maximum number of Officers that must be taken into consideration shall be determined as follows: (a) three (3), if the number of Employees is less than thirty (30); (b) ten percent (10%) of the number of Employees, if the number of Employees is between thirty (30) and five hundred (500); or
(c) 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), (n) and (o) of the Code and "Employee" shall include Leased Employees and exclude employees described in
Section 414(q)(5) of the Code.

(7) One-Percent Owner - 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, or stock possessing 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.

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(8) Permissive Aggregation Group - All the plans of the Employer which are included in the Required Aggregation Group plus any plans of the Employer which are not part of a Required Aggregation Group, but which 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.

(9) Present Value of Accrued Benefits - The Present Value of Accrued Benefits will be determined as of the Valuation Date and will be based upon (a) the 1983 Group Annuity Mortality Table (separate for males and females), and (b) a five percent (5%) interest rate and the assumed benefit commencement date shall be determined taking into account any nonproportional subsidy. Solely for the purpose of determining if this Plan, or any other plan included in a Required Aggregation Group of which this Plan is a part, is a Top-Heavy Plan, the Present Value of Accrued Benefits of a Non-Key Employee will be determined under (a) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Affiliated Employers, or (b) if there is no single uniform method used by all plans, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Section 411(b)(1)(C) of the Code.

(10) Required Aggregation Group - All the plans 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.

(11) Super Top-Heavy Plan - This Plan will be a Super Top-Heavy Plan for a given Plan Year in which:

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

(b) the Plan is 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

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                                                       Maximum Retirement Income
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(c) the Plan is 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%).

(12) Top-Heavy Earnings - For any year, an individual' s annual compensation as defined under Section 414(q)(7) of the Code, and commencing January 1, 1998, 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 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.

(13) Top-Heavy Plan - This Plan will be a Top-Heavy Plan for a given Plan Year if:

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

(b) the Plan is 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

(c) the Plan is 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%).

(14) Top-Heavy Ratio -

(a) If the Employer maintains one (1) or more qualified defined benefit plans and the Employer has not maintained any qualified defined contribution plans which during the five (5) year period ending on the Determination Date have or have had account balances, 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 Present Value of Accrued Benefits under the aggregated qualified defined benefit plan or plans for all Key Employees as of the Determination Date (including any part of any accrued benefit distributed in the five (5) year period ending on the Determination Date) and the denominator of which is 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 (including any part of any accrued benefit distributed in the five (5) year period ending on the Determination Date), determined in

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                                                       Maximum Retirement Income
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accordance with Section 416 of the Code and the regulations thereunder.

(b) If the Employer maintains one (1) or more qualified defined benefit plans and the Employer maintains or has maintained one (1) or more qualified defined contribution plans which during the five (5) year period ending on the Determination Date have or have had any account balances, 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 Present Value of Accrued Benefits under the aggregated qualified defined benefit plan or plans for all Key Employees, determined in accordance with paragraph (a) above, and the sum of the account balances under the aggregated qualified defined contribution plan or plans for all Key Employees as of the Determination Date, and the denominator of which is the sum of the Present Value of Accrued Benefits under the aggregated qualified defined benefit plan or plans for all participants, determined in accordance with paragraph
(a) above, for all Participants and the sum of the account balances under the aggregated qualified defined contribution 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 account balances under a qualified defined contribution plan in both the numerator and denominator of the Top-Heavy Ratio are adjusted for any distribution of an account balance made in the five (5) year period ending on the Determination Date.

(c) For purposes of paragraphs (a) and (b) 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 (i) who is a Non-Key Employee but who was a Key Employee in a prior year, or (ii) 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 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

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                                                       Maximum Retirement Income
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will be calculated with reference to the Determination Date that falls within the same calendar year.

(15) Valuation Date - For the purpose of computing the Top-Heavy Ratio and Super Top-Heavy Ratio, the last date of the Plan Year.

For purposes of Sections 6.2(A)(8) and (10), the rules of Sections
414(b), (c), (m), (n) and (o) of the Code shall be applied in determining the meaning of the term "Employer".

(B) Minimum Retirement Income - If the Plan becomes a Top-Heavy Plan, then, notwithstanding other Sections of the Plan, each Non-Key Employee Participant will be entitled to a Minimum Retirement Income, expressed in the form of a Life-No Death Benefit form of payment commencing at his Normal Retirement Date, which will accrue at the rate of (1) two percent (2%) of such Participant's Section 415 Compensation (modified by Section 401(a)(17) of the Code) during the five (5) consecutive Plan Years in which he received the highest such Section 415 Compensation, multiplied by (2) that portion of his Service used to determine his Vesting Percentage (up to a maximum of ten (10) years) that is completed during Plan Years in which the Plan is a Top-Heavy Plan. For purposes of (1) above, Plan Years beginning after the close of the last Plan Year in which the Plan is a Top-Heavy Plan will be excluded.

A Non-Key Employee may not fail to accrue a Minimum Retirement Income merely because such Employee was not employed on a specified date; neither may such Employee be excluded from participation (or a failure to accrue a benefit) because (a) his Earnings are less than a stated amount, nor because (b) he fails to make mandatory Employee contributions, if any nor because (c) he completed less than 1,000 Hours of Service during the applicable accrual computation period. If a Non-Key Employee is concurrently a Participant under this Plan and a defined contribution plan maintained by the Employer, the annual amount of retirement income for such Participant as determined in the preceding paragraphs shall be reduced by the annual amount of retirement income, commencing on his Normal Retirement Date, that can be provided under such defined contribution plan on a Life-No Death Benefit basis by contributions made to such defined contribution plan on the Participant's behalf during the year in which this Plan is Top-Heavy.

If a Non-Key Employee is a Participant under this Plan and a defined contribution plan maintained by the Employer, the annual amount of retirement income for such Participant as determined in the preceding paragraphs shall not be provided hereunder if the retirement income provided under such defined contribution plan together with the retirement income provided under Section III, Normal Retirement Income, or Section IV, Late and Early Retirement Income, are at least equal in value to such annual retirement income. If the Minimum Retirement Income is payable in a form other than a Life-No Death Benefit or on a date other than Normal Retirement Date, it will be

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                                                       Maximum Retirement Income
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adjusted to be the actuarial equivalent of the Life-No Death Benefit form payable at Normal Retirement Date based on the appropriate Adjustment Factor.

(C) Minimum Vesting Percentage - Notwithstanding any other Vesting Percentage provision of this Plan to the contrary, the Vesting Percentage that is applied to the accrued retirement income of a Participant who has at least one (1) Hour of Service with the Employer on and after the date this Plan becomes a Top-Heavy Plan, in accordance with the further terms of this Plan, and to the extent that with respect to a Participant this is a faster vesting schedule, shall be as determined as follows:

Service For Vesting Purposes           Percentage
----------------------------           ----------

If he has less than 2 years:                0%
If he has 2 years:                         20%
If he has 3 years:                         40%
If he has 4 years:                         60%
If he has 5 years:                         80%
If he has 6 years:                        100%

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 1.1 (NN), subject to the following conditions:

(1) The Vesting Percentage of a Participant's retirement income before the Plan ceased to be a Top-Heavy Plan shall not be reduced; and

(2) After the Plan ceases to be a Top-Heavy Plan, each Participant with at least three (3) years of Service with the Employer shall have his Vesting Percentage computed under the greater of the provisions of this Section 6.2(C) or the provisions of
Section 1.1 (NN).

(D) Modification to Section 6.1 when a Plan is a Top-Heavy Plan - For any Limitation Year prior to January 1, 2000 in which the Plan is determined to be a Super Top-Heavy Plan, the definitions of the "Defined Benefit Fraction", and "Defined Contribution Fraction" will be changed by substituting in the denominator of each Fraction "1.0" for "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 will be treated as a Super Top-Heavy Plan hereunder unless paragraph (B)(1) is applied by substituting "three percent (3%)" for "two percent (2%)".

                                                                     Section VII
                                                          Normal Form of Payment
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                                   SECTION VII
                             NORMAL FORM OF PAYMENT

7.1   Normal Form of Payment - Joint and Survivor

If the Participant has a Spouse on his Retirement Date, the normal form of payment is the Joint and Survivor form. This form provides that, upon the Participant's death on or after his Retirement Date, fifty percent (50%) of the retirement income payable to the Participant will be paid to such Spouse, if surviving the Participant, for the balance of the Spouse's life.

As an alternative to the fifty percent (50%) continuation described above, a Participant may elect that sixty-six and two-thirds percent (66-2/3%) or one hundred percent (100%) of the benefit payable to him be continued to his Spouse upon his death. Such election will not require spousal consent.

7.2 Normal Form of Payment - Life-No Death Benefit

If the Participant does not have a Spouse on his Retirement Date, the normal form of payment is the Life-No Death Benefit form. This form provides that payments will be made to the Participant in a level amount during his lifetime and that, after his death, no further payment will be made.

7.3 Optional Forms of Payment

Subject to the provisions of Section 7.5, in lieu of receiving his retirement income in the normal form applicable to him, a Participant may elect to receive a benefit of equal value in one of the optional forms of payment described in Section VIII, Optional Forms of Payment. Moreover, if the Participant's normal form of payment is that described in Section 7.1, such Participant may also elect to receive, in lieu thereof, retirement income in the form of a Life-No Death Benefit as described in the second sentence of Section 7.2.

7.4 Notice to Participants

The Employer shall make every reasonable effort to furnish each Participant, by personal delivery or first class mail, the following information not less than thirty (30) days nor more than ninety (90) days prior to his commencement of benefits:

(A) the terms and conditions of the Joint and Survivor form of payment,

(B) the Participant's right to make, and the effect of, an election to waive the Joint and Survivor form of payment,

(C) the rights of the Participant's Spouse under the Plan,

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                                                          Normal Form of Payment
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(D) the right to make, and the effect of, a revocation of a previous election to waive the Joint and Survivor form of payment, and

(E) the relative values of the various optional forms of payment under the Plan.

The Employer may also permanently post in the Employer's office or offices the information described in (A) through (E) above in a manner that is reasonably calculated to reach the attention of each Participant.

7.5 Election of Option

The Participant may elect or revoke an option during the ninety (90) day period before his Retirement Date by filing a written election with the Employer. However, a Participant may not elect more than one (1) option to be effective at the same time. No such election or revocation can be made after the Participant's Retirement Date.

To elect an option, a married Participant must make a Qualified Election in accordance with Section 7.6. If a Participant elects an optional form of payment, the amount of retirement income payable to him must be more than fifty percent (50%) of the present value of the retirement income payable to the Participant had the option not been elected, unless the alternate recipient is the Participant's Spouse; otherwise, such election will be deemed null and void.

7.6 Qualified Election

Notwithstanding any other provisions in the Plan to the contrary, for purposes of this Section 7.6, a Qualified Election to waive the Joint and Survivor form of payment shall not be effective unless: (A) the Participant's Spouse irrevocably consents in writing to the election; (B) such election designates a Beneficiary or form of payment which may not be changed without spousal consent (or the consent of the Spouse expressly permits a change in such designations by the Participant without any requirement of further consent by the Spouse), (C) the Spouse's consent acknowledges understanding of the effect of such election, and (D) the consent is witnessed by a Plan representative or a notary public. Notwithstanding this spousal consent requirement, if the Participant establishes to the satisfaction of a Plan representative that such written consent cannot be obtained because:

(1) there is no Spouse;

(2) the Spouse cannot be located;

(3) there are other circumstances as the Secretary of the Treasury may prescribe by regulations, then the Participant's election to waive coverage will be considered valid.

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                                                          Normal Form of Payment
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Any consent necessary under this provision will be valid only with respect to the Spouse who signs the consent. A Participant is allowed to revoke his Qualified Election without the consent of his Spouse. The number of his Qualified Elections and revocations is not limited.

7.7 Payment of Retirement Income to Participant

All payment of retirement income under the Plan shall be made in accordance with Section 401(a)(9) of the Code. Subject to the Joint and Survivor form of payment requirement of Section 7.1 and the Preretirement Spouse Benefit requirement of Section IX, the distribution requirements of
Section 401(a)(9) of the Code as set forth in this Section 7.7 and in Sections 7.8 and 7.9, shall take precedence over any inconsistent provisions of this Plan.

Retirement income will be payable to the Participant monthly with each payment equal to one twelfth (1/12) of the annual amount. The first of such monthly payments will be made to the Participant as of his Retirement Date, with subsequent monthly payments being made as of the first day of each month thereafter until the Participant's death occurs.

Unless the Participant elects otherwise, the payment of retirement income will commence no later than the sixtieth (60th) day after the end of the Plan Year in which the latest of the following occurs.

(A) the Participant attains the earlier of (1) age sixty-five (65), or
(2) his Normal Retirement Date as defined in Section 1.1(W)(1), or

(B) the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan, or

(C) the Participant's Termination of Employment with the Employer.

(1) Distributions to Five Percent Owners shall be subject to the following rules: The vested interest in the Accrued Benefit of a 5-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 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 70-1/2. The vested interest in the Accrued Benefit of a person who is not a 5-percent owner (as described in Section 416(i) of the Code) for the Plan Year ending in the calendar year in which such person attains age 70-1/2 but who becomes a 5-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 5-percent owner (as described in Section 416(i) of the Code).

                                                                     Section VII
                                                          Normal Form of Payment
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(2) Distributions to other than 5-percent owners shall be subject to the following rules: The vested interest in the Accrued Benefit of an Employee who is not a five-percent owner and who attained age 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 70-1/2.

Except as otherwise provided in the following paragraph, the vested interest in the Accrued Benefit of any Employee who attains age 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 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 Accrued Benefit to the date of his termination of employment without spousal consent. In addition, no spousal consent is required when payments recommence to the Employee, if payments recommence to the Employee with the same Beneficiary and in a form of benefit that is the same, but for the cessation of distributions hereunder.

Notwithstanding the foregoing, the vested interest in the Accrued Benefit of (I) any Employee who becomes a Participant on or after January 1, 1997 or (II) any Employee who attains age 70-1/2 in a calendar year beginning on or after January 1, 2002, 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 70-1/2.

Notwithstanding any provisions of the Plan to the contrary, any and all distributions from the Plan shall be made in accordance with
Section 401(a)(9) of the Code and the requirements of Income Tax Regulations issued under Code Section 401(a)(9).

7.8 Limits of Payment Options

Payments, if not made in a lump sum, may only be made over one of the following periods (or a combination thereof):

(A) the life of the Participant,

(B) the life of the Participant and a designated Beneficiary,

(C) a period certain not extending beyond the life expectancy of the Participant, or

(D) a period certain not extending beyond the joint and last survivor expectancy of the Participant and his designated Beneficiary.

                                                                     Section VII
                                                          Normal Form of Payment
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7.9   Minimum Amounts to be Paid

The amount to be paid each year must be at least an amount equal to the quotient obtained by dividing the Participant's entire retirement income by the life expectancy of the Participant or joint and last survivor expectancy of the Participant and designated Beneficiary. Life expectancy and joint and last survivor expectancy are computed by the use of the return multiples contained in Income Tax Regulations Section 1.72-9. For purposes of this computation, a Participant's life expectancy may be recalculated no more frequently than annually, however, the life expectancy of a non spouse Beneficiary may not be recalculated. If the Participant's Spouse is not the designated Beneficiary, the method of payment selected must assure that at least fifty percent (50%) of the present value of the amount available for payment would be payable within the life expectancy of the Participant.

If the Participant dies after payment of his retirement income has commenced, the remaining portion of such retirement income will be paid at least as rapidly as under the method of payment being used prior to the Participant's death.

If the Participant dies before payment of his retirement income commences, the Participant's entire retirement income must be paid no later than December 31 of the calendar year containing the fifth anniversary of the Participant's death except to the extent that an election is made to receive payment in accordance with (A) or (B) below:

(A) If any portion of the Participant's retirement income is payable to a designated Beneficiary other than the Participant's Spouse, such payments will be made in substantially equal installments over the life or life expectancy of the designated Beneficiary commencing on or before December 31 of the calendar year immediately following the calendar year in which the Participant died;

(B) If, however, the designated Beneficiary is the Participant's surviving Spouse, the date on which payments are required to begin in accordance with (A) above is not required to be earlier than the later of (1) December 31 of the calendar year immediately following the calendar year in which the Participant died, and (2) December 31 of the calendar year in which the Participant would have attained age seventy and one-half (70-1/2).

With respect to distributions under the Plan made in calendar years beginning on or after January 1, 2001, the Plan will apply the minimum distribution requirements of 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.

                                                                    Section VIII
                                                       Optional Forms of Payment
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                                  SECTION VIII
                            OPTIONAL FORMS OF PAYMENT

8.1   Contingent Pensioner Option

A Participant who elects this option will receive a reduced amount of retirement income during his lifetime, so that after his death retirement income in the same amount, or sixty-six and two-thirds percent (66-2/3%) or fifty percent (50%) thereof (as specified in the election) will be paid for the life of the Contingent Pensioner designated by the Participant, if surviving the Participant. If the option is in effect on the Participant's Retirement Date, the amount of retirement income payable to the Participant will be determined by multiplying the amount which would otherwise be payable to him, assuming the normal form described in Section 7.2 is effective, by the appropriate Adjustment Factor.

If a Participant who has elected this option dies on or after his Normal Retirement Date but before his Retirement Date, his Contingent Pensioner will receive retirement income payments beginning on the first day of the month next following the Participant's death and continuing for the balance of his life.

These retirement income payments will be equal to the amount which would have been payable to the Participant had he retired hereunder on such first day of the month with the option in effect, as adjusted by the continuation percentage (100%, 66-2/3% or 50%) elected by the Participant.

This option will be deemed null and void if (A) the Contingent Pensioner dies before the Participant's Retirement Date or (B) the Participant dies before the earlier of his Retirement Date and his Normal Retirement Date.

8.2 Years Certain and Life Option

Subject to the provisions of Section 7.8, a Participant who elects this option will receive a reduced amount of retirement income during his lifetime, so that if his death occurs within the year certain period commencing upon his Retirement Date as specified in the election (5, 10, 15 or 20 years), retirement income in the same amount will be paid to the Beneficiary designated by the Participant for the balance of the years certain period specified by the Participant.

If the option is in effect on the Participant's Retirement Date, the amount of retirement income payable to the Participant will be determined by multiplying the amount which would otherwise be payable to him, assuming the normal form described in Section 7.2 is effective, by the appropriate Adjustment Factor.

If a Participant who has elected this option dies on or after his Normal Retirement Date, but before his Retirement Date, his designated Beneficiary will receive retirement income payments beginning on the first day of the month next following the Participant's death and continuing until

                                                                    Section VIII
                                                       Optional Forms of Payment
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the end of the years certain period specified by the Participant. These retirement income payments will be in the same amount as would have been payable had the Participant retired hereunder on such first day of the month with the option in effect.

If this option is in effect on the Participant's Retirement Date and neither the Participant nor his designated Beneficiary survives to the end of the years certain period, a final lump sum payment equal to the commuted value of any unpaid payments shall be made as follows: to the Participant's Spouse, if living; otherwise, in equal shares to surviving children of the Participant; and in the event none of the above-named individuals survives the Participant, to the executor or administrator of the estate of the last to die of (A) the Participant or (B) the last to survive of his designated Beneficiaries.

This option will be deemed null and void if the Participant dies before the earlier of his Retirement Date and Normal Retirement Date.

8.3 Social Security Option

(A) For the purposes of this Section 8.3, the words and phrases below will have the following meanings:

(1) Social Security Amount means the annual Primary Insurance Amount, or portion thereof, which the Participant is expected to receive under the Social Security Act.

(2) Social Security Commencement Date means the first day of the month coincident with or next following the date the Participant's Social Security Amount is expected to commence.

(B) A Participant may elect this option if his Retirement Date precedes his Social Security Commencement Date. Upon such election, the Employer will determine the Participant's Social Security Amount and Social Security Commencement Date on the basis of the Social Security Act then constituted.

(C) The Participant who elects this option will receive increased retirement income before his Social Security.

Commencement Date and reduced retirement income thereafter, so that the Participant's total benefit under this Plan and the Social Security Act will be paid in a generally level amount throughout his retirement.

(D) The amount of increased retirement income will be equal to the amount of retirement income which would have been payable to the Participant if this option had not been elected, assuming the normal form described in Section 7.2 is effective, plus his Social Security Amount multiplied by the appropriate Adjustment Factor. The amount of reduced retirement income will be equal to the increased amount of retirement income

                                                                    Section VIII
                                                       Optional Forms of Payment
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payable to the Participant before his Social Security Commencement Date minus his Social Security Amount.

8.4 Direct Rollover of Eligible Rollover Distributions

For purposes of this Section 8.4, 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 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 includable 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, 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.

                                                                      Section IX
                                                    Preretirement Spouse Benefit
--------------------------------------------------------------------------------

SECTION IX PRERETIREMENT SPOUSE BENEFIT

9.1 Eligibility for Preretirement Spouse Benefit

Upon the death of a Participant before his Retirement Date, his Spouse will receive a Preretirement Spouse Benefit as described in this Section IX if all the following requirements were met when the Participant died:

(A) the Participant had a Spouse as defined in Section 1.1(KK) to whom the Participant had been married at least one (1) full year prior to his death;

(B) the Participant was credited with at least one (1) Hour of Service on or after August 23, 1984;

(C) the Participant had a vested right to Employer funded benefits.

9.2 Amount of Preretirement Spouse Benefit

(A) For purposes of this Section 9.2, earliest retirement age means the earliest date on which a Participant could elect to receive his retirement income under the Plan.

(B) The Preretirement Spouse Benefit will be payable in the form of retirement income. The annual amount of such benefit will be as follows:

(1) With respect to a Participant who, on his date of death, has attained age fifty (50) and completed ten (10) years of Service, and who dies while actively employed with the Employer, the Preretirement Spouse Benefit will be payable as retirement income, deferred to the Participant's Normal Retirement Date. The annual amount of such benefit will be equal to fifty percent (50%) of the retirement income which the Participant would have received in accordance with Section 3.1 assuming that his Credited Service remained uninterrupted and that his Earnings remained unchanged until his Normal Retirement Date. However, if the surviving Spouse of such a Participant is more than ten (10) years younger than the Participant, the annual retirement income will be reduced in accordance with the following schedule:

                                                                      Section IX
                                                    Preretirement Spouse Benefit
--------------------------------------------------------------------------------

                 Number of Full Years By Which the
                 Participant's Spouse is Younger than
                 the Participant                                Percentage
                 ------------------------------------           ----------

                         11                                         98%
                         12                                         96%
                         13                                         94%
                 etc., decreasing in steps                   etc., decreasing
                 of one year                                 in steps of 2%

If the Participant's Spouse elects to receive the first initial monthly payment prior to the date the Participant would have reached his Normal Retirement Date, the annual amount of such retirement income will be the same amount which the surviving Spouse would receive in accordance with the previous paragraph of this Section 9.2, as adjusted in accordance with the appropriate terms of Section IV, Late and Early Retirement Income.

(2) With respect to a Participant who is not described in paragraph (1) above, the Preretirement Spouse Benefit will be payable in the form of retirement income. The annual amount of such retirement income will be as follows:

(a) (i) If a Participant dies after his earliest retirement age and on or after his Normal Retirement Date, fifty percent (50%) of the retirement income which the Participant would have received had he retired on the day before his death, with his retirement income payable as an immediate 50% Joint and Survivor form of payment, adjusted in accordance with the appropriate terms of
Section IV, Late and Early Retirement Income.

(ii) If the Participant dies on or after his earliest retirement age but prior to his Normal Retirement Date, fifty percent (50%) of the retirement income which the Participant would have received had he retired on the day before his death, with his retirement income payable as a 50% Joint and Survivor form of payment deferred to the Participant 's Normal Retirement Date. If the Participant's Spouse elects to receive the first initial monthly payment prior to the date the Participant would have reached his Normal Retirement Date, the annual amount of such retirement income will be fifty percent (50%) of the reduced retirement income which the Participant would have received had he retired on the day before his death, with his retirement income payable as a 50% Joint and Survivor form of payment and as adjusted in accordance with the appropriate terms of
Section IV, Late and Early Retirement Income.

                                                                      Section IX
                                                    Preretirement Spouse Benefit
--------------------------------------------------------------------------------

(b) If a Participant dies before his earliest retirement age, his Spouse will receive the same reduced retirement income, deferred to the Participant's Normal Retirement Date, that would have been payable if the Participant had:

(i) terminated employment on the earlier of his actual Termination of Employment and his date of death;

(ii) survived to his Normal Retirement Date;

(iii) elected to receive an immediate 50% Joint and Survivor form of payment at his Normal Retirement Date; and

(iv) died on the day immediately after his Normal Retirement Date.

Notwithstanding the preceding sentence, the Spouse of a Participant may elect that the retirement income commence on the Participant's earliest retirement age following the Participant's death. Such benefit shall be equal to the same benefit that would have been payable to the Spouse if the Participant (I) terminated employment on the earlier of his actual Termination of Employment and his date of death, (II) survived to his earliest retirement age, (III) retired at his earliest retirement age with an immediate 50% Joint and Survivor form of payment, and (IV) died on the day after his earliest retirement age.

9.3 Payments of Preretirement Spouse Benefit

The retirement income will be payable monthly with each payment equivalent to one twelfth (1/12) of the annual amount. The initial monthly payment will be made as of the first day of the month coincident with or next following the later of the date the Participant would have attained his Normal Retirement Date if he had lived and his date of death.

Notwithstanding the foregoing sentence,

(A) a Participant's Spouse may, pursuant to Section 9.2, elect that the initial monthly payment will be made as of the first day of the month coincident with or next following the later of the Participant's death or earliest retirement age (as defined in
Section 9.2), or

(B) a Participant's Spouse may elect to defer the commencement of payments to the first day of any month up to and including the month in which the Participant would have attained age seventy and one-half (70-1/2) if he had lived. The amount of such deferred payment will be adjusted in accordance with the appropriate terms of
Section IV, Late and Early Retirement Income, to reflect such later commencement.

                                                                      Section IX
                                                    Preretirement Spouse Benefit
--------------------------------------------------------------------------------

Subsequent monthly payments will be made as of the first day of each month thereafter until the Spouse's death occurs.

                                                                       Section X
                                                                  Death Benefits
--------------------------------------------------------------------------------

                                    SECTION X
                                 DEATH BENEFITS

10.1  Death Before Retirement Date

      If a Participant dies before the earlier of his Normal Retirement Date or
      his Retirement Date, his Spouse will be eligible to receive retirement
      income in accordance with Section IX, Preretirement Spouse Benefit if the
      Preretirement Spouse Benefit is effective. Otherwise, no benefit will
      become payable. If the Participant dies on or after his Normal Retirement
      Date and before his Late Retirement Date and had a Spouse on the date of
      his death, retirement income as described in Section 9.2. will be paid to
      the Participant's Spouse, provided an optional form of payment was not
      then in effect. If an optional form of payment was in effect on such
      Participant's death, any retirement income payable will be paid in
      accordance with such form. If on such Participant's death the Participant
      did not have a Spouse and no optional form was in effect, no retirement
      income will become payable.

10.2  Death on or After Retirement Date

      If a Participant dies after his Retirement Date and had a Spouse on the
      date of his death, retirement income as described in Section 7.1 will be
      paid to the Participant's Spouse provided another form of payment is not
      in effect.

      If a Participant dies after his Retirement Date and has no Spouse, no
      retirement income will be payable unless an optional form of payment
      providing for such payment is then in effect.

                                                                      Section XI
                                                             Funding of Benefits
--------------------------------------------------------------------------------

                                    SECTION XI
                               FUNDING OF BENEFITS

11.1  Contributions to the Fund

      From time to time and in such frequency as required by law, the Employer
      will make such contributions to the Fund as required to maintain the Plan
      on a sound actuarial basis. In determining the amounts and incidence of
      such contributions, the Employer will take into account such actuarial
      recommendations as may be provided by an enrolled actuary as defined by
      ERISA. Additional amounts may be contributed only to the extent permitted
      by law.

11.2  Fund for Exclusive Benefit of Participants

      The Fund is for the exclusive benefit of Participants and other persons
      who may become entitled to benefits hereunder, and may also be used to pay
      any reasonable expenses arising from the operation of the Plan. Prior to
      the satisfaction of all liabilities for benefits provided hereunder, no
      contribution made to the Fund will be refunded to the Employer unless a

contribution was made:

(A) by reason of a mistake of fact,

(B) conditionally upon an initial favorable Internal Revenue Service determination and such a determination is not received, or

(C) conditionally upon being allowed as a tax deduction and such deduction is disallowed.

      For purposes of this Section 11.2, all contributions to the Plan made by
      the Employer shall be deemed to be conditioned on the deductibility by the
      Employer of such contributions under Section 404 of the Code unless such
      contributions are made for the purpose of satisfying the minimum funding
      standards of Section 412 of the Code.

      Such refund must be made within one year, under (A) from the date the
      contribution was made and, under (B) and (C) from the date of disallowance
      of tax qualification or tax deduction. All such refunds will be limited in
      amount, circumstances and timing to the provisions of Section 403(c) of
      ERISA and no such refund shall be made if, solely on account of such
      refund, the Plan would cease to be qualified pursuant to Section 401(a) of
      the Code.

11.3  Disposition of Credits and Forfeitures

      No credit or forfeitures arising from the operation of the Plan may be
      used to increase the benefit of any Participant or group of Participants,
      but will instead be taken into account to reduce contributions to be made
      by the Employer.

                                                                     Section XII
                                             Fiduciary Responsibility Provisions
--------------------------------------------------------------------------------

12.1  Fiduciary Responsibility Provisions

      As required by ERISA, the Employer, by action of its governing board,
      shall appoint certain named fiduciaries of the Plan.

      The named fiduciary or fiduciaries, as the case may be, shall have the
      authority to control and manage the operation of the Plan, and shall be
      responsible for establishing and carrying out a funding policy and method
      consistent with the objectives of the Plan and the requirements of ERISA.
      If more than one fiduciary has been named, this authority and
      responsibility shall be jointly and severally shared.

      Any person or group of persons may serve in more than one fiduciary
      capacity with respect to the Plan. A named fiduciary (or a fiduciary
      designated by a named fiduciary) may employ one or more persons to render
      advice with regard to any responsibilities such fiduciary has under the
      Plan. A person who is a named fiduciary with respect to control and
      management of the assets of the Plan may appoint an investment manager or
      managers to manage any assets of the Plan. Unless it shall agree to accept
      additional fiduciary responsibility, the investment manager's liability as
      a fiduciary is limited to that arising from its management of any assets
      of the Plan held by the investment manager in one or more of its separate
      accounts.

      The Employer may allocate fiduciary responsibilities (other than trustee
      responsibilities) among named fiduciaries if there are more than one.
      Provision may be made for named fiduciaries to designate persons other
      than named fiduciaries to carry out fiduciary responsibilities under the
      Plan. If any fiduciary responsibility of a named fiduciary is allocated to
      any persons or a person is designated to carry out such responsibility,
      then such named fiduciary shall not be liable for any act or omission of
      such person in carrying out such responsibility except as provided by
      ERISA.

      No fiduciary guarantees the Fund in any manner against investment loss or
      depreciation of asset value.

                                                                    Section XIII
                                                              Plan Administrator
--------------------------------------------------------------------------------

                                  SECTION XIII
                               PLAN ADMINISTRATOR

13.1  Appointment and Acceptance

      As required by ERISA, the Employer will appoint a Plan Administrator of
      the Plan by designating either the Employer or an individual or group of
      individuals to act in this capacity. The person designated as Plan
      Administrator shall signify acceptance of this position in writing.

      The Plan Administrator is a fiduciary within the meaning of ERISA.

13.2  Duties and Authority

      The Plan Administrator will administer the Plan on behalf of the Employer
      in a nondiscriminatory manner for the exclusive benefit of Participants
      and their Beneficiaries.

      The Plan Administrator will perform all such duties as are necessary to
      operate, administer and manage the Plan in accordance with the terms
      thereof, including but not limited to the following:

      (A)   to determine all questions relating to a Participant's coverage
            under the Plan,

      (B)   to maintain all necessary records for the administration of the
            Plan,

      (C)   to compute and authorize the payment of retirement income and other
            benefit payments to eligible Participants and Beneficiaries,

      (D)   to interpret and construe the provisions of the Plan and to make
            regulations which are not inconsistent with the terms thereof,

      (E)   to advise or assist Participants regarding any rights, benefits or
            elections available under the Plan.

      The Plan Administrator will take such actions as are necessary to
      establish and maintain the Plan as a retirement program which is at all
      times in full and timely compliance with any law or regulation having
      pertinence to this Plan.

      The Plan Administrator is granted by the Employer all reasonable powers
      necessary or appropriate to accomplish his duties as Plan Administrator.

13.3  Expenses of the Plan and Assistance to Plan Administrator

      All reasonable expenses necessary to operate and administer the Plan shall
      be borne by the Employer except to the extent the Employer has elected to
      pay such expenses from the Fund.

                                                                    Section XIII
                                                              Plan Administrator
--------------------------------------------------------------------------------

      The Employer shall furnish the Plan Administrator with such clerical and
      other assistance as is required in the performance of his duties.

13.4  Participants and Other Payees - Data

      Participants and other persons affected by the Plan will furnish the Plan
      Administrator upon request such documents, evidence or information which
      the Plan Administrator considers necessary or desirable for the purpose of
      administering the Plan. The Plan Administrator may cause to be withheld
      any payment otherwise due the Participant or other person, until the
      required document, evidence or other information is so furnished.

13.5  Resignation and Removal of Plan Administrator

      The Plan Administrator may resign at any time by delivering to the
      Employer a written notice of resignation, to take effect at a date
      specified therein. Such date should not be less than thirty (30) days
      after the delivery of the resignation, unless waived by the Employer.

      The Plan Administrator may be removed with or without cause by the
      Employer through delivery to him of written notice of removal, to take
      effect at a date specified therein.

13.6  Appointment of Successor Plan Administrator

      In the event the office of Plan Administrator is vacant, the Employer will
      promptly designate a successor Plan Administrator who must signify
      acceptance of this position in writing. In the event no successor is
      appointed, the board or other governing body of the Employer shall
      function as the Plan Administrator until a new Plan Administrator has been
      appointed and has accepted such appointment.

13.7  Plan Administration - Miscellaneous

      (A)   Filing a Claim for Benefits - A Participant or Beneficiary shall
            notify the Plan Administrator of a claim for benefits under the
            Plan. Such request may be in any form adequate to give reasonable
            notice to the Plan Administrator and shall set forth the basis of
            such claim and shall authorize the Plan Administrator to conduct
            such examinations as may be necessary to determine the validity of
            the claim and to take such steps as may be necessary to facilitate
            the payment of any benefits to which the Participant or Beneficiary
            may be entitled under the Plan.

      (B)   Denial of Claim - Whenever a claim for benefits by any Participant
            or Beneficiary has been denied, written notice prepared in a manner
            calculated to be understood by the Participant or Beneficiary will
            be provided, setting forth the specific reasons for the denial and
            explaining the procedure for an appeal and review of the decision by
            the Plan Administrator.

                                                                    Section XIII
                                                              Plan Administrator
--------------------------------------------------------------------------------

(C) Governing Law - The Plan shall be governed and construed and enforced in accordance with the laws of the State of New York, without regard to the choice of law or conflict of law rules recognized by such state, except to the extent that such laws are preempted by the federal laws of the United States of America.

(D) Masculine and Feminine, Singular and Plural - In construing the text of the Plan, the masculine shall include the feminine and the singular shall include the plural, and the plural the singular wherever the context shall plainly so require.

(E) Reference to Laws and Sections - Any reference herein to any section of the Code, ERISA or any other statute or law shall be deemed to include any successor statute or law of similar import. Any reference to a section number shall refer to a Section of this Plan, unless otherwise indicated.

(F) Nonassignment - 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, all retirement income payments and other payments are provided for the Participant, Beneficiary or other person to whom a payment is due ("Payee") for the support and benefit of such Payee, and such retirement income shall not be assigned or anticipated and shall be free from the claims of all creditors, to the fullest extent permitted by law.

(G) Small Benefits - Notwithstanding any other provision in the Plan to the contrary, if the Value of a Participant's nonforfeitable retirement income at his Termination of Employment, retirement or death prior to the commencement of payments is $3,500 (and, effective January 1, 1998, $5,000) or less, the Plan Administrator shall authorize a lump sum payment of such Value in lieu of all future payments. If the Value of a Participant's nonforfeitable retirement income at his Termination of Employment, retirement or death prior to commencement of payments is $0, the Participant or, if applicable, his Beneficiary, shall be deemed to have received a lump sum payment of the vested nonforfeitable retirement income.

For purposes of this paragraph (G), Value means the actuarially equivalent value of the normal form of retirement income payable in the form of a lump sum. Prior to January 1, 2000, the value shall be based upon the PBGC immediate annuity interest rate in effect three
(3) months prior to the Participant's Termination of Employment, retirement or death (or, if lesser, the interest rate which would be used as of the date of the distribution by the PBGC for purposes of determining the present value of a lump sum distribution on plan termination) and the UP-1984 Mortality Table. Effective January 1, 2000, except as otherwise provided in Table A, the value shall be calculated as of the date of distribution (I) using the GATT Applicable Mortality Table and the GATT Applicable Interest Rate, both as set forth in Table A.

                                                                    Section XIII
                                                              Plan Administrator
--------------------------------------------------------------------------------

In the case of benefits payable in the form of (i) a Preretirement Spouse Benefit under Section IX or a Joint and Survivor form under
Section 7.1 or a Contingent Pensioner Option as described Section 8.1, with the Participant's Spouse as beneficiary, if the present value of the nonforfeitable Accrued Benefit at the time of any distribution exceeds three thousand five hundred dollars ($3,500) (and effective January 1, 1998, five thousand dollars ($5,000), the present value of the Accrued Benefit at any subsequent time will be deemed to exceed three thousand five hundred dollars ($3,500) (and effective January 1, 1998, five thousand dollars ($5,000)). In addition, if the Participant has begun to receive distributions pursuant to a form of benefits under which at least one scheduled periodic distribution is still payable, and the present value of the Participant's nonforfeitable Accrued Benefit exceeded the three thousand five hundred dollar ($3,500) (and effective January 1, 1998, five thousand dollar ($5,000)) cash out limit at the time of the first distribution under that optional form, the present value of the Accrued Benefit at any subsequent time will be deemed to exceed three thousand five hundred dollars ($3,500) (and effective January 1, 1998, five thousand dollars ($5,000)). In all other cases, if the present value of a Participant's nonforfeitable Accrued Benefit determined at the time of any distribution, is equal to or less than three thousand five hundred dollars ($3,500) (and effective January 1, 1998, five thousand dollars ($5,000)), such Participant, or if applicable, a deceased Participant's beneficiary, shall automatically receive a distribution of the full present value of the nonforfeitable Accrued Benefit. Such determination shall be made without regard to the present value of the Participant's benefit at the time of any earlier distribution.

(H) Limitation - Participation in the Plan shall not grant any Participant the right to be retained in the employ of the Employer or any other rights than those to which he is entitled under law or regulations.

(I) Divestment of Benefits for Cause Precluded - In no event may a Participant be divested for cause of retirement income or other benefits which he is eligible to receive under the Plan.

(J) Clerical Error - If any fact pertaining to eligibility for or amounts of benefits payable under the Plan to a Participant, Beneficiary or other person to whom a payment is due has been misstated, or in the event of clerical error, the benefits will be adjusted on the basis of the correct facts in a manner precluding individual selection.

(K) Qualified Domestic Relations Orders - Notwithstanding any other provisions of the Plan to the contrary, all or part of the Participant's Accrued Benefit may be distributed to an alternate payee pursuant to a Qualified Domestic Relations Order within the meaning of Section 414(p) of the Code. The Plan Administrator shall establish procedures for determining if a Domestic Relations Order is qualified within the meaning of Section 414(p) of the Code.

                                                                    Section XIII
                                                              Plan Administrator
--------------------------------------------------------------------------------

(L) Missing Payee - Notwithstanding any other provision in the Plan to the contrary, if payment is not able to be made 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. Notwithstanding the foregoing, as of the termination date of the Plan, the Plan Administrator shall (i) transfer benefits of missing Participants to the Pension Benefit Guaranty Corporation, or (ii) purchase an irrevocable commitment in the amount necessary to provide the benefits of any missing Participants from an insurer, to the extent provided for under Code Section 401(a)(34) and Section 4050 of the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

(M) Headings - The headings of 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.

                                                                     Section XIV
                                               Amendment and Termination of Plan
--------------------------------------------------------------------------------

14.1  Amendment - General

      The Employer reserves the right to amend or modify the Plan in whole or in
      part from time to time. No such action shall adversely affect the Accrued
      Benefits of Participants; provided, however, that the Employer may make
      any amendment or modification (of retroactive effect, if necessary) to
      establish and maintain the Plan's qualification under Section 401(a) of
      the Code and to bring the Plan into full compliance with ERISA.

      If any amendment changes the Vesting Percentage of this Plan, any
      Participant with 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.

14.2  Amendment - Merger or Consolidation of Plan

      This Plan may be amended by the Employer to provide for the merger or
      consolidation of the Plan with another retirement plan or for the transfer
      of assets and liabilities hereunder to another retirement plan. Such an
      event, however, may not occur unless such Participant would receive a
      retirement benefit under such other retirement plan after the merger,
      consolidation or transfer (assuming the surviving plan had then
      terminated) which is at least as great as the benefit he would have
      received under this Plan immediately prior to the merger, consolidation or
      transfer (assuming the plan had then terminated).

14.3  Partial Termination of Plan

      In the event a partial termination of the Plan occurs with respect to a
      specified group of Participants, the Employer shall cause to be allocated
      and segregated for the benefit of such Participants a proportionate
      interest in the Fund. Such proportionate interest shall be determined by
      an enrolled actuary as defined by ERISA and applied by the Employer to
      provide retirement income to such Participants in accordance with the
      following terms of this

                                                                     Section XIV
                                               Amendment and Termination of Plan
--------------------------------------------------------------------------------

      Section XIV. Any retirement income so provided shall be nonforfeitable.
      However, no Participant or other individual shall have recourse towards
      the satisfaction of any benefit accrued under the Plan other than from the
      Fund or the PBGC.

14.4  Termination of Plan

      The Employer intends to continue the Plan indefinitely but reserves the
      right to terminate it at any time. The date when the Plan is terminated,
      completely or partially, shall be referred to in this Section 14.4 as the
      Plan Termination Date.

      As of the Plan Termination Date, retirement income accrued on account of a
      Participant shall be nonforfeitable. However, no Participant or other
      individual shall have recourse towards the satisfaction of any benefit
      accrued under the Plan other than from the Fund or the PBGC.

      After any final expenses have been withdrawn from the Fund, the Employer
      shall cause the amount remaining in the Fund to be allocated according to
      the following categories, in the order given:

      (A)   first, there shall be allocated an amount necessary to provide
            retirement income for Participants and other individuals who, three
            (3) years prior to the Plan Termination Date, were either receiving
            retirement income or would have been eligible to receive retirement
            income had they then retired.

            (For this purpose "retirement income" means retirement income
            determined for the Participant or other individual in accordance
            with provisions of the Plan in effect five (5) years prior to the
            Plan Termination Date.)

      (B)   second, there shall be allocated an amount necessary to provide all
            other retirement income guaranteed under Title IV of ERISA, as
            determined in accordance with Section 4044 thereof.

      (C)   third, there shall be allocated an amount necessary to provide all
            other retirement income not guaranteed by ERISA which vests in each
            Participant in accordance with Section V, Termination of Employment
            and Vested Retirement Income, assuming that the Plan Termination
            Date is his Termination of Employment date.

      (D)   fourth, there shall be allocated an amount necessary to provide all
            other retirement income accrued by Participants as of the Plan
            Termination Date but not then vested in accordance with Section V,
            Termination of Employment and Vested Retirement Income.

      The amount necessary to provide the retirement income specified in each of
      the above categories shall be determined in accordance with annuity
      purchase rate assumptions selected by the Employer in accordance with such
      governmental regulations as may apply.

                                                                     Section XIV
                                               Amendment and Termination of Plan
--------------------------------------------------------------------------------

Amounts allocated on a Participant's behalf under any category above shall be appropriately adjusted if:

(1) an amount has been allocated on such Participant's behalf under a prior category, and/or

(2) all or a portion of a Participant's retirement income has been guaranteed under an insurance company contract prior to the Plan Termination Date.

If the amount available for allocation under any category is not sufficient to fully provide retirement income specified for such category, a pro rata allocation of the amount available will be made, and reduced retirement income will be provided to the extent possible.

As provided by ERISA, the Internal Revenue Service may require that the Fund be allocated in a manner different than that specified above in order to meet nondiscrimination requirements.

After the assets of the Fund have been withdrawn and allocated in accordance with the preceding terms of this Section 14.4, any amount remaining in the Fund will be returned to the Employer.

Notwithstanding the foregoing provisions, the amount of any retirement income otherwise to be provided in accordance with this Section 14.4 will be restricted in accordance with Section XV, Restriction of Benefits Upon Early Termination, to any extent required.

15.1  Restriction of Benefits Upon Early Termination of the Plan

      This Section XV is included in the Plan to conform to the requirements of
      Income Tax Regulations Section 1.401(a)(4).

      (A)   The following provisions relating to restrictions on benefits
            payable to certain highly compensated employees are applicable

            (1)   For purposes of this Section 15.1, "Restricted Employee" shall
                  mean any one of the twenty-five (25) highest paid Employees
                  from the group comprised of Highly Compensated Employees (as
                  defined under Section 414(q) of the Code) and Highly
                  Compensated Former Employees (as defined under Section
                  414(q)(6) of the Code).

            (2)   If the Plan is terminated, the benefit which becomes payable
                  to a Restricted Employee must satisfy the nondiscrimination
                  requirements of Section 401(a)(4) of the Code and the
                  regulations promulgated thereunder.

            (3)   If a benefit becomes payable to a Restricted Employee before
                  the Plan terminates, the maximum annual benefit payable to
                  such Restricted Employee shall be an amount equal to the
                  annual payments which would be payable to him assuming
                  payments in the form of a Life-No Death Benefit that is the
                  actuarial equivalent of his Accrued Benefit and other benefits
                  to which the Restricted Employee is entitled under the Plan
                  (other than any social security supplement within the meaning
                  of Income Tax Regulations Section 1.411(a)-7(c)(4)(ii)).

            (4)   Notwithstanding the foregoing, the restrictions set forth in
                  paragraph (3) above shall not apply if:

                  (a)   after payment to a Restricted Employee of his benefit,
                        the value of Plan assets equals or exceeds one hundred
                        ten percent (110%) of the value of current liabilities
                        as defined under Section 412(l)(7) of the Code; or

                  (b)   prior to any payment to the Restricted Employee, the
                        value of the benefit payable to the Restricted Employee
                        is less than one percent (1%) of the value of current
                        liabilities as defined under Section 412(l)(7) of the
                        Code; or

(c) the value of the benefit payable to the Restricted Employee is less than or equal to three thousand five hundred dollars ($3,500) (and effective January 1, 1998, five thousand dollars ($5,000).

For purposes of this paragraph (4), the value of Plan assets and the value of current liabilities must be determined as of the same date.

(B) The terms of this Section 15.1 shall prevail over any other terms of the Plan that may be inconsistent herewith.

(C) Any limitations or procedures in this Section 15.1 shall automatically become inoperative and of no effect upon a ruling, regulation or other pronouncement by the Internal Revenue Service that such limitations or procedures are not required, have been superseded or no longer apply.

                                                                         Table A
--------------------------------------------------------------------------------

                                     TABLE A

Late Retirement Adjustment Factor

         Years After Normal                   Years After Normal
           Retirement Date        Factor       Retirement Date          Factor
           ---------------        ------       ---------------          ------
            (not beyond                          (not beyond
          December 31, 2000)                   December 31, 2000)
                  1                 1.08                6                1.63
                  2                 1.17                7                1.77
                  3                 1.27                8                1.92
                  4                 1.38                9                2.08
                  5                 1.50               10                2.25

Years Prior to Normal                  Years Prior to Normal
   Retirement Date        Factor          Retirement Date       Factor
   ---------------        ------          ---------------       ------
          1                 .93                   6              .62
          2                 .86                   7              .59
          3                 .79                   8              .56
          4                 .72                   9              .53
          5                 .65                  10              .50

Years Prior to Normal                  Years Prior to Normal
   Retirement Date        Factor           Retirement Date      Factor
   ---------------        ------           ---------------      ------
          1                 .93                   6              .62
          2                 .86                   7              .59
          3                 .79                   8              .56
          4                 .72                   9              .53
          5                 .65                  10              .50

Age of Benefit
 Commencement                  Number of Years Certain
 ------------                  -----------------------
                            5        10       15       20
                           ---       --       --       --
 Less Than 55              .99      .98      .95      .92
   55 - 59                 .98      .97      .93      .89
   60 - 64                 .97      .95      .90      .85
 65 and Over               .96      .93      .87      .79

                              Joint and Survivor and
                               Contingent Annuitant
Age of Participant           Continuation Percentage *
------------------           -------------------------
                             50%       66-2/3%    100%
                             ---       -------    ----
   Less Than 55              .92         .89     .85
     55 - 59                 .91         .88     .84
     60 - 64                 .90         .87     .82
   65 and Over               .89         .86     .81

* Rates shall be reduced (increased) by .01 for each full year by which the joint annuitant is younger (older) than the participant by more than three years. Maximum factor is .98.

Factors for other than integral years shall be interpolated from the above table and rounded to nearest .01.

Application of GATT Mortality Table and Interest Rate Assumptions

Notwithstanding the above provisions of this Table A of the Plan and except as provided below with respect to Sections 6.1(C)(3), 6.1(C)(6) and 6.1(C)(7)(c) and except as otherwise provided in this Table A, effective as of January 1, 2000 for purposes of Small Benefits under

Section 13.7(G) of the Plan, the "actuarially equivalent value" shall be determined by using (A) the 1983 Group Annuity Mortality Table based on a fixed blend of 50% of the male mortality rates and 50% of the female mortality rates as described in Section 807(d)(5)(A) of the Code (without regard to any other subparagraph of Code Section 807(d)(5) or such other mortality table as may be prescribed by the Secretary of the Treasury ("GATT Applicable Mortality Table"), and (B) the GATT Applicable Interest Rate, as hereafter defined.

"GATT Applicable Interest Rate" shall mean the interest rate on 30-year Treasury securities for the third full calendar month preceding the Participant's Termination of Employment, retirement or death, whichever applies.

For purposes of Sections 6.1(C)(3), 6.1(C)(6) and 6.1(C)(7)(c), the GATT Applicable Mortality Table and the GATT Applicable Interest Rate shall be effective only with respect to benefits accrued after the "Final Implementation Date," as defined below. For benefits accrued prior to the Final Implementation Date and up to the "Freeze Date," as defined below, benefits will be based on the "Old Law Benefit," as defined below:

"Final Implementation Date" shall mean January 1, 2000.

"Freeze Date" shall mean December 31, 1999.

"Old Law Benefit" shall mean the Participant's Accrued Benefit under the terms of the Plan as of the Freeze Date. The Old Law Benefit is determined for each possible annuity starting date and optional form of benefit based on the Participant's Accrued Benefit under the terms of the Plan as of the Freeze Date, and applying Section 6.1(C)(3), 6.1(C)(6) and 6.1(C)(7)(c) as in effect on December 7, 1994, including the participation requirements under Code Section 415(b)(5). In determining the Old Law Benefit, the following shall be disregarded:

(i) any Plan amendment increasing benefits adopted after the Freeze Date; and

(ii) any cost of living adjustments that become effective after the Freeze Date.

A Participant's Old Law Benefit will not be increased after the Freeze Date, however if the limitations of Code Section 415, as set forth in
Section 6.1 of the Plan, as in effect on December 7, 1994, are less than the limitations that were applied to determine the Participant's Old Law Benefit on the Freeze Date, then the Participant's Old Law Benefit will be reduced in accordance with such reduced limitation. If at any date after the Freeze Date, the Participant's total Plan benefit before the application of Code Section 415 is less than the Participant's Old Law Benefit, the Old Law Benefit will be reduced to the Participant's total Plan benefit.

With reference to Plan benefits determined in accordance with Section 13.7(G) and the applicable assumptions specified above, after December 31, 1999 and before the date of adoption of this amended and restated Plan, a Participant shall be entitled to the greater of: (a) his Accrued Benefit determined under the Plan in accordance with the applicable Adjustment Factors set forth in Section

13.7(G) of the Prior Plan as in effect immediately prior to January 1, 2000, or
(b) his Accrued Benefit determined under the Plan as set forth above in this Table A.

EXHIBIT 10.3

                                                               Table Of Contents
--------------------------------------------------------------------------------

                                TABLE OF CONTENTS

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

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

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

Article II -  Eligibility and Participation...................................13
     2.1      Eligibility.....................................................13
     2.2      Ineligible Employees............................................13
     2.3      Participation...................................................14
     2.4      Termination of Participation....................................14
     2.5      Eligibility upon Reemployment...................................14
     2.6      Eligibility Upon Reemployment of Employees Subject to
               Section 16(b) of   the Securities Exchange Act of 1934.........15

Article III -  Contributions and Limitations on Contributions.................16
     3.1      Before-Tax Contributions........................................16
     3.2      Limitation on Before-Tax Contributions..........................16
     3.3      Changes in Before-Tax Contributions.............................19
     3.4      Matching Contributions..........................................20
     3.5      Special Contributions...........................................20
     3.6      Discretionary Employer Contributions............................21
     3.7      Limitation on Matching Contributions............................21
     3.8      Aggregate Limit; Multiple Use of Alternative Limitation.........23
     3.9      Interest on Excess Contributions................................24
     3.10     Payment of Contributions to the Trust and Separate Agency.......25
     3.11     Rollover Contributions..........................................25
     3.12     Section 415 Limits on Contributions.............................26
     3.13     Nonelective Employer Contributions..............................30

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

Article V -  Trust Fund, Investment Accounts and voting rights................36
     5.1      Trust Fund......................................................36
     5.2      Interim Investments.............................................36
     5.3      Account Values..................................................37
     5.4      Voting Rights...................................................37
     5.5      Tender Offers and Other Offers..................................38
     5.6      Separate Assets.................................................39
     5.7      Power to Invest in Employer Securities..........................39


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787                                   i              Carver Federal Savings Bank

                                                               Table Of Contents
--------------------------------------------------------------------------------

Article VI -  Investment Directions, Changes of Investment Directions and
Transfers Between Investment Accounts.........................................40
     6.1      Investment Directions...........................................40
     6.2      Change of Investment Directions.................................40
     6.3      Transfers Between Investment Accounts...........................40
     6.4      Employees Other than Participants...............................41
     6.5      Restrictions on Investments in the Employer Stock Fund for
               Certain  Participants..........................................41

Article VII -  Payment of Benefits............................................43
     7.1      General.........................................................43
     7.2      Spousal Consent Requirements - Optional Forms of Benefit
               Payments, Loans, Withdrawals, Beneficiaries....................44
     7.3      Non-Hardship Withdrawals........................................46
     7.4      Hardship Distributions..........................................46
     7.5      Distribution of Benefits Following Retirement, Disability or
               Termination of Service.........................................50
     7.6      Optional Forms of Benefit Payment upon Retirement, Disability
               or Termination of Service......................................52
     7.7      Designation of Beneficiary......................................55
     7.8      Preretirement Death Benefits....................................56
     7.9      Direct Rollover of Eligible Rollover Distributions..............58
     7.10     Latest Commencement of Benefits.................................64
     7.11     Manner of Payment of Distributions from the Employer
               Stock Fund.....................................................65

Article VIII -  Loans to Participants.........................................66
     8.1      Definitions and Conditions......................................66
     8.2      Loan Amount.....................................................66
     8.3      Term of Loan....................................................66
     8.4      Operational Provisions..........................................67
     8.5      Repayments......................................................68
     8.6      Default.........................................................69
     8.7      Coordination of Outstanding Account and Payment of Benefits.....70

Article IX -  Administration..................................................71
     9.1      General Administration of the Plan..............................71
     9.2      Designation of Named Fiduciaries................................71
     9.3      Responsibilities of Fiduciaries.................................71
     9.4      Plan Administrator..............................................72
     9.5      Committee.......................................................72
     9.6      Powers and Duties of the Committee..............................73
     9.7      Certification of Information....................................74
     9.8      Authorization of Benefit Payments...............................75
     9.9      Payment of Benefits to Legal Custodian..........................75
     9.10     Service in More Than One Fiduciary Capacity.....................75


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787                                   ii             Carver Federal Savings Bank

                                                               Table Of Contents
--------------------------------------------------------------------------------

     9.11     Payment of Expenses.............................................75
     9.12     Administration of Separate Assets...............................76

Article X -  Benefit Claims Procedure.........................................77
     10.1     Definition......................................................77
     10.2     Claims..........................................................77
     10.3     Disposition of Claim............................................77
     10.4     Denial of Claim.................................................77
     10.5     Inaction by Plan Administrator..................................78
     10.6     Right to Full and Fair Review...................................78
     10.7     Time of Review..................................................78
     10.8     Final Decision..................................................78

Article XI -  Amendment, Termination, and Withdrawal..........................79
     11.1     Amendment and Termination.......................................79
     11.2     Withdrawal from the Trust Fund..................................79

Article XII -  Top-Heavy Plan Provisions......................................80
     12.1     Introduction....................................................80
     12.2     Definitions.....................................................80
     12.3     Minimum Contributions...........................................84
     12.4     Impact on Section 415 Maximum Benefits..........................85
     12.5     Vesting.........................................................86

Article XIII -  Miscellaneous Provisions......................................87
     13.1     No Right to Continued Employment................................87
     13.2     Merger, Consolidation, or Transfer..............................87
     13.3     Nonalienation of Benefits.......................................87
     13.4     Missing Payee...................................................87
     13.5     Affiliated Employers............................................88
     13.6     Successor Employer..............................................88
     13.7     Return of Employer Contributions................................88
     13.8     Adoption of Plan by Affiliated Employer.........................88
     13.9     Construction of Language........................................89
     13.10    Headings........................................................89
     13.11    Governing Law...................................................89


--------------------------------------------------------------------------------
787                                  iii             Carver Federal Savings Bank

                                                                    Introduction
--------------------------------------------------------------------------------

INTRODUCTION

Effective as of October 1, 1989, ("Effective Date"), Carver Federal Savings Bank ("Employer") adopted the Carver Federal Savings Bank 401(k) Savings Plan and Trust ("1989 Plan").

Effective as of May 1, 1993, the Employer adopted resolutions wherein RSI Retirement Trust was named successor trustee and the RSI Retirement Trust Agreement and Declaration of Trust ("Agreement") was adopted.

Effective as of May 1, 1993, the 1989 Plan was amended and restated in its entirety. The amended and restated plan became known as Carver Federal Savings Bank 401(k) Savings Plan in RSI Retirement Trust ("Prior Plan"). Effective as of October 24, 1994, the Employer (a) added an investment fund to the Prior Plan consisting of common stock of the Employer, (b) established the Plan as a Plan of Partial Participation as defined under the Agreement and (c) adopted a Separate Agreement establishing a separate trust to hold the common stock of the Employer and designated a Separate Agency to serve as trustee.

Effective as of January 1, 1997, the Prior Plan is amended and restated in its entirety. The amended and restated plan shall be known as Carver Federal Savings Bank 401(k) Savings Plan in RSI Retirement Trust ("Plan"), shall contain the terms and conditions set forth herein, and shall in all respects be subject to the provisions of the 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 complies 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), and "good faith" compliance with the requirements of the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA), as provided for under Internal Revenue Service Notice 2001-57. In addition, the Plan complies with final regulations under Code Section 401(a)(9).

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 January 1, 1997. Except to the extent specifically required to the contrary under the terms of this Plan, for terminations of employment prior to January 1, 1997, 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 (i) the Plan shall at all times be qualified under Section 401(a) of the Code, (ii) the Agreement and any trust created under any Separate Agreement shall be tax-exempt under Section 501(a) of the Code, and (iii) Employer contributions under the Plan shall be tax deductible under Section 404 of the Code. The provisions of the Plan and the Agreement, as well as any Separate Agreement shall be construed to effectuate such intentions.

Effective January 1, 2002, 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.

                                                                     Article I -
                                                                     Definitions
--------------------------------------------------------------------------------

                                   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, Rollover Contribution Account, Discretionary Employer Contribution Account and commencing January 1, 2001, Nonelective Employer Contribution Account, established under the Plan on behalf of an Employee.

1.2 Actual Contribution Percentage means, prior to January 1, 2002, 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 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.

1.3 Actual Deferral Percentage means, prior to January 1, 2002, 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 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.

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 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.

                                                                     Article I -
                                                                     Definitions
--------------------------------------------------------------------------------

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

1.6   Agreement means the RSI Retirement Trust Agreement and Declaration of
      Trust as amended and restated August 1, 1990, as amended from time to
      time. The Agreement shall be incorporated herein and constitute a part of
      the Plan.

1.7   Average Actual Contribution Percentage means 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.

1.8   Average Actual Deferral Percentage means 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.

1.9   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.

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

1.11  Beneficiary means any person who is receiving or is eligible to receive a
      benefit under Section 7.8 of the Plan upon the death of an Employee or
      former Employee.

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

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

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

1.15  Compensation means with respect to Plan Years commencing on and after
      January 1, 1997, 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), (3) and (6), 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, 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

                                                                     Article I -
                                                                     Definitions
--------------------------------------------------------------------------------

      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).
      Commencing January 1, 1998, Compensation shall also include elective
      amounts that are not includable in the gross income of the Employee by
      reason of Section 132(f)(4) of the Code.

      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.

      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 1.15, 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.

1.16  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, on behalf of such
      Eligible Employee, an amount equal to the specified reduction in
      Compensation.

1.17  Conversion Date means October 24, 1994, the date of conversion of the
      Employer from mutual to stock ownership.

1.18  Disability means a physical or mental condition, determined after review
      of those medical reports deemed satisfactory for this purpose, which
      renders the Participant totally and permanently incapable of engaging in
      any substantial gainful employment based on his education, training and
      experience.

1.19  Discretionary Employer Contribution Account means the separate, individual
      account established on behalf of a Participant to which Discretionary
      Employer Contributions, if any, are credited, together with all earnings
      and appreciation thereon, and against which are charged any

                                                                     Article I -
                                                                     Definitions
--------------------------------------------------------------------------------

      withdrawals, loans and other distributions made from such account, as well
      as any losses, depreciation, or expenses allocable to amounts credited to
      such account.

1.20  Discretionary Employer Contributions means the amounts, if any,
      contributed by the Employer on behalf of an Eligible Employee, pursuant to
      Section 3.6.

1.21  Early Retirement Date means the first day of any month coincident with or
      following the Participant's attainment of age sixty (60) and the
      completion of a five (5) year Period of Service.

      Notwithstanding any provisions of the plan to the contrary, if a
      Participant incurs a Termination of Service after having completed a five
      (5) year Period of Service but before attaining age sixty (60), the
      Participant's Early Retirement Date shall be the date as of which the
      Participant attains age sixty (60).

1.22  Effective Date means October 1, 1989.

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

1.24  Employee means any person employed by the Employer.

1.25  Employer means Carver Federal Savings Bank and any Participating Affiliate
      or any successor organization which shall continue to maintain the Plan
      set forth herein.

1.26  Employer Resolutions means resolutions adopted by the Board.

1.27  Employer Stock Fund means commencing upon the Conversion Date, the
      Separate Assets consisting of common stock of the Employer which shall be
      maintained in an Investment Account established for such purpose.

1.28  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.

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

1.30  Forfeitures means any amounts forfeited pursuant to Section 4.2.

1.31  Hardship means the condition described in Section 7.4.

1.32  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

                                                                     Article I -
                                                                     Definitions
--------------------------------------------------------------------------------

("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, effective for Plan Years commencing
      after December 31, 1997, 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, 132(f)(4) 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).

1.33  Hour of Service means each hour for which an Employee is paid or entitled
      to be paid by the Employer for the performance of duties.

1.34  Investment Accounts means any and all of the investment accounts
      established by Board resolution and presented to the Trustees, for the
      purpose of investing contributions made to the Plan Funds in accordance
      with the provisions of the Agreement or Separate Agreement, as applicable.
      The securities and other property in which contributions to the Investment
      Accounts of the Plan Funds may be invested shall be specified in the
      Agreement or the Separate Agreement, and the rights of the Trustees or
      Separate Agency shall be established in accordance with the provisions of
      such Agreement and Separate Agreement.

1.35  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)

                                                                     Article I -
                                                                     Definitions
--------------------------------------------------------------------------------

      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; (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.

1.36  Matching Contribution Account means the separate, individual account
      established on behalf of a Participant to which the Matching Contributions
      made on such Participant's 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.

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

1.38  Named Fiduciaries means the Trustees, the Committee, the Separate Agency
      and such other parties who are designated by the Sponsoring Employer to
      control and manage the operation and administration of the Plan.

1.39  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.

1.40  Nonelective Employer Contribution Account means the separate, individual
      account established on behalf of a Participant to which Nonelective
      Employer Contributions, if any, made on such Participant's 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.

1.41  Nonelective Employer Contributions means the contributions made by the
      Employer pursuant to Section 3.13.

1.42  Non-Highly Compensated Employee means, with respect to a Plan Year, an
      Employee who is not a Highly Compensated Employee.

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

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

1.45  One Year Period of Severance means, a twelve (12) consecutive month period
      following an Employee's Termination of Service with the Employer during
      which the Employee did not perform an Hour of Service.

                                                                     Article I -
                                                                     Definitions
--------------------------------------------------------------------------------

      Notwithstanding the foregoing, if an Employee is absent from employment
      for maternity or paternity reasons, such absence during the twenty-four
      (24) month period commencing on the first date of such absence shall not
      constitute a One Year Period of Severance. 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.

1.46  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.

1.47  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 Trustees,
      shall adopt this Plan in accordance with the provisions of Section 13.8
      and the 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.

1.48  Period of Service means a period commencing with an Employee's Employment
      Commencement Date and ending on the date such Employee first incurs a
      Termination of Service.

      Notwithstanding the foregoing, the period between the first and second
      anniversary of the first date of a maternity or paternity absence
      described under Section 1.45 shall not be included in determining a Period
      of Service.

      A period during which an individual was not employed by the Employer shall
      nevertheless be deemed to be a Period of Service if such individual
      incurred a Termination of Service and:

      (a)   such Termination of Service was the result of resignation, discharge
            or retirement and such individual is reemployed by the Employer
            within one (1) year after such Termination of Service; or

      (b)   such Termination of Service occurred when the individual was
            otherwise absent for less than one (1) year and he was reemployed by
            the Employer within one (1) year after the date such absence began.

      All Periods of Service not disregarded under Sections 2.5 and 4.3 shall be
      aggregated.

                                                                     Article I -
                                                                     Definitions
--------------------------------------------------------------------------------

      Wherever used in the Plan, a Period of Service means the quotient obtained
      by dividing the days in all Periods of Service not disregarded hereunder
      by three hundred sixty-five (365) and disregarding any fractional
      remainder.

1.49  Plan means the Carver Federal Savings Bank 401(k) Savings Plan in RSI
      Retirement Trust, as herein restated and as it may be amended from time to
      time. The Plan shall be a Plan of Partial Participation as defined under
      the Agreement.

1.50  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.

1.51  Plan Funds means the assets of the Plan held in the Trust Fund and
      Separate Assets held under any Separate Agreement.

1.52  Plan Year means the calendar year.

1.53  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.

1.54  Prior Plan means the Carver Federal Savings Bank 401(k) Savings Plan in
      RSI Retirement Trust as in effect on the date immediately preceding the
      Restatement Date.

1.55  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 1.63 are Qualified Nonelective
      Contributions.

1.56  Restatement Date means January 1, 1997.

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

1.58  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.

                                                                     Article I -
                                                                     Definitions
--------------------------------------------------------------------------------

1.59  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.

1.60  Separate Agency means any trustee holding Plan Funds under a Separate
      Agreement.

1.61  Separate Agreement means the trust agreement governing the investment and
      administration of any Separate Assets. Such Separate Agreement shall be
      incorporated herein and constitute a part of the Plan.

1.62  Separate Assets means assets of the Plan as described in Article V which
      are held in a trust other than the Trust.

1.63  Special Contributions means the contributions made by the Employer
      pursuant to Section 3.5. Special Contributions are Qualified Nonelective
      Contributions as defined under Section 1.55.

1.64  Sponsoring Employer means Carver Federal Savings Bank or any successor
      organization which shall continue to maintain the Plan set forth herein.

1.65  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.

1.66  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.

      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 Periods of 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.

                                                                     Article I -
                                                                     Definitions
--------------------------------------------------------------------------------

      Notwithstanding the foregoing, an Employee who is absent from service with
      the Employer beyond the first anniversary of the first date of his absence
      for maternity or paternity reasons set forth in Section 1.45 shall incur a
      Termination of Service for purposes of the Plan on the second anniversary
      of the date of such absence.

1.67  Trust means the trust established or maintained under the Agreement with
      respect to the Plan.

1.68  Trust Fund means the assets held in accordance with the Agreement.

1.69  Trustees means the Trustees of the RSI Retirement Trust.

1.70  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.

1.71  Valuation Date means each business day.

                                                                    Article II -
                                                   Eligibility and Participation
--------------------------------------------------------------------------------

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 all of the following conditions:

(i) completion of a Period of Service of one (1) year;

(ii) attainment of age twenty-one (21); and

(iii) classification as a salaried Employee.

(c) For purposes of determining (i) if an Employee completed a Period of Service of one (1) year and (ii) Periods of Service pursuant to
Section 2.5, employment with (A) an Affiliated Employer and (B) effective October 1, 1989 and November 19, 1990 respectively, prior employment with either Crossland Savings, FSB or Nassau Federal Savings and Loan Association, 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) Employees compensated on an hourly basis;

(b) Leased Employees;

(c) 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

(d) Owner-Employees. For purposes of this Section 2.2(d), Owner-Employee means an individual who is a sole proprietor or who is a partner owning more than ten percent (10%) of either the capital or profits interest of a partnership which adopted the Plan.

                                                                    Article II -
                                                   Eligibility and Participation
--------------------------------------------------------------------------------

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 full payroll period of any calendar month with or next 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 3.9 or (c) Nonelective Employer Contributions in accordance with Section 3.13.

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 and effective January 1, 2001, Nonelective 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.

Effective January 1, 2001, for any Plan Year in which a Nonelective Employer Contribution is made in accordance with Section 3.13, all Employees who meet the requirements of an Eligible Employee during such Plan Year and who are employed by the Employer on the last day of the Plan Year shall participate in the Plan.

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 Period of Severance prior to satisfying the eligibility requirements of Section 2.1, service prior to such One Year Period of Severance 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 Period of Severance 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 and/or Nonelective Employer Contributions, incurs a One Year

                                                                    Article II -
                                                   Eligibility and Participation
--------------------------------------------------------------------------------

Period of Severance and again performs an Hour of Service, the Employee shall receive credit for Periods of Service prior to a One Year Period of Severance only if the number of consecutive One Year Periods of Severance is less than the greater of: (i) five (5) years or (ii) the aggregate number of such Employee's Periods of Service credited before his One Year Period of Severance. If such former Employee's Periods of Service prior to his One Year Period of Severance 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 Periods of Service prior to his One Year Period of Severance are not recredited under this Section 2.5, such Employee must satisfy the eligibility requirements of Section 2.1 as a new Employee;

(b) if such Employee is vested in any Matching Contributions and/or Discretionary Employer Contributions and/or Nonelective Employer Contributions, incurs a One Year Period of Severance and again performs an Hour of Service, the Employee shall receive credit for Periods of Service prior to his One Year Period of Severance 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.

2.6 Eligibility Upon Reemployment of Employees Subject to Section 16(b) of the Securities Exchange Act of 1934

Notwithstanding anything contained in the Plan to the contrary, if an Employee subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934 incurs a Termination of Service and again performs an Hour of Service, such Employee shall not be eligible to participate in the Plan until the later of: (a) the date which is six (6) months from the date such Employee incurred a Termination of Service or (b) the date such Employee again performs an Hour of Service with the Employer; provided such Employee is not excluded from participating under the provisions of
Section 2.2.

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 limited to whole percentages of Compensation and shall not be less than one percent (1%) nor greater than fifteen percent (15%). 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

Sections 3.2(a), (b), (c) and (d), below, shall apply with respect to Plan Years beginning prior to January 1, 2002. Commencing January 1, 2002, the alternative method of meeting the non-discrimination requirements set forth in Section 401(k)(12) of the Code shall apply.

For any year in which 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.

(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.

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 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.

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 and elective deferrals (as defined under Section 402(g) of the Code) under all other plans, contracts or arrangements of the Employer shall 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 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).

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 7.4(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. Not more often than once in any calendar quarter may an election be made 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 7.4(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 7.4(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

(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) The Employer shall make contributions on behalf of each Participant in an amount equal to fifty percent (50%) of such Participant's Before-Tax Contribution. Commencing January 1, 2002, 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 four percent (4%) 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, 2002, this
Section 3.4(d) shall no longer apply.

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.

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 Discretionary Employer Contributions

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 allocated on an annual basis in an amount up to fifteen percent (15%) determined by the Board, as a percentage of the Compensation of each Eligible Employee who is in the employ of the Employer on the last day of the Plan Year.

Notwithstanding the foregoing, an Eligible Employee 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 the foregoing paragraph, for the Plan Year up to the date of his Termination of Service.

The Discretionary Employer Contributions allocated to each Eligible Employee 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.

3.7 Limitation on Matching Contributions

This Section 3.7 shall apply with respect to Plan Years beginning prior to January 1, 2002. Commencing January 1, 2002, 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:

(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, whether or not vested, 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 3.7 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.

3.8 Aggregate Limit; Multiple Use of Alternative Limitation

This Section 3.8 shall apply with respect to Plan Years beginning prior to January 1, 2002. Commencing January 1, 2002, 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.

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 3.8, 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 Percent age 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).

3.9 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 3.7 ("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 Participants 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.

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 Participants 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 Participants 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 to the Trust and Separate Agency

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

      Special Contributions, Discretionary Employer Contributions and effective
      January 1, 2001, Nonelective Employer Contributions to the Trust and to
      the Separate Agency shall be forwarded by the Employer to the Trustees and
      to the Separate Agency 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, the Trustees and the Separate Agency, an
      Employee, whether or not a Participant, may contribute a Rollover
      Contribution to the Plan 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 Trustees.

Rollover Contributions shall be credited to an Employee's Rollover Contribution Account and shall be invested in accordance with Article VI of the Plan.

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, Special Contributions, Discretionary Employer Contributions and Nonelective Employer Contributions; (B) any 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 3.7.

(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.

(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 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 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 with respect to a Plan Year commencing January 1, 1997, 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.

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.

(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 a Limitation Year 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

(ii) twenty-five percent (25%) of the Participants 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(l)(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) Nonelective Employer Contributions;

(iii) Before-Tax Contributions;

(iv) Special Contributions; and

(v) 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 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

(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), 3.7(a) and (b), or in determining the limitation in Section 3.2(b). In addition, any Matching Contributions 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 l.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 Benefit Plan Fraction of such Participant as provided in the
            defined benefit plan or plans maintained by the Employer shall be
            reduced in order that such sum shall not exceed 1.0.

3.13  Nonelective Employer Contributions

      Effective with respect to the period beginning January 1, 2001, in
      addition to other contributions, if any, the Employer will make a
      Nonelective Employer Contribution in accordance with Section 401(k)(12) of
      the Code, for a Plan Year, in order to meet the nondiscrimination
      requirements of Code Section 401(k). For any Plan Year in which the
      Employer makes a Nonelective Employer Contribution, such contribution
      shall be in the amount of two percent (2%) of each Eligible Employee's
      Compensation who is employed by the Employer on the last day of the Plan
      Year.

      Nonelective Employer Contributions made to the Plan on behalf of each
      Eligible Employee, shall be credited to such Eligible Employee's
      Nonelective 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 Nonelective Employer Contribution Account shall be made in accordance with Article VII, or Article VIII of the Plan, whichever is applicable.

                                                                    Article IV -
                                                         Vesting and Forfeitures
--------------------------------------------------------------------------------

                                   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, 2002, an Employee shall always be fully vested in the Net Value of the portion of his Matching Contribution Account which consists of Matching Contributions made on and after January 1, 2002, and the earnings thereon.

(b) A Participant shall become fully vested in the Net Value of that portion of his Matching Contribution Account as in effect prior to January 1, 2002, the Net Value of his Discretionary Employer Contribution Account and the Net Value of his Nonelective 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) Prior to September 15, 1998, 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 Matching Contribution Account in accordance with the following schedule:

Period of Service                          Vested Percentage
-----------------                          -----------------

Less than 3 years                                  0%
3 years but less than 4 years                     20%
4 years but less than 5 years                     40%
5 years but less than 6 years                     60%
6 years but less than 7 years                     80%
7 or more years                                  100%

Effective September 15, 1998, the vesting schedule was amended as follows:

Period of Service                         Vested Percentage
-----------------                         -----------------

Less than 1 year                                   0%
1 year but less than 2 years                      20%
2  years but less than 3 years                    40%
3 years but less than 4 years                     60%
4 years but less than 5 years                     80%
5 or more years                                  100%

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

                                                                    Article IV -
                                                         Vesting and Forfeitures
--------------------------------------------------------------------------------

For purposes of determining a Participant's vested percentage of the Net Value of his Matching Contribution Account and the Net Value of his Discretionary Employer Contribution Account, all Periods of Service shall be recognized, including, effective October 1, 1989 and November 19, 1990 respectively, employment with CrossLand Savings, FSB and Nassau Federal Savings and Loan Association which preceded employment with the Employer.

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

(i) the Participant's Matching Contribution Account, Discretionary Employer Contribution Account and Nonelective Employer Contribution Account shall first be increased to include (A) that portion of such Account which had been previously withdrawn in accordance with Sections 7.3 and 7.4 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 Units representing the nonvested portion of his Accounts shall constitute Forfeitures. Forfeitures shall be treated as Matching Contributions, Discretionary Employer Contributions and Nonelective Employer Contributions and shall be applied to reduce the amount of subsequent Matching Contributions, Discretionary Employer Contributions and Nonelective Employer Contributions otherwise required to be made.

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 3.7 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.

                                                                    Article IV -
                                                         Vesting and Forfeitures
--------------------------------------------------------------------------------

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 Periods of Severance, 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 in cash or cash equivalents before the end of the five (5) consecutive One Year Periods of Severance 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 in cash or cash equivalents before the end of the five (5) consecutive One Year Periods of Severance commencing with the date of distribution, the Net Value of his Accounts as of the date he previously terminated employment shall not be reinstated.

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 7.6(e), 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 Periods of Severance, 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, "Period of Service" means an Employee's Period 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, Discretionary Employer Contribution Account and Nonelective Employer Contribution Account:

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

(ii) if a Participant is partially vested in any Matching Contributions and/or Discretionary Employer Contributions and/or Nonelective Employer Contributions, incurs a One Year Period of Severance and again performs an

                                                                    Article IV -
                                                         Vesting and Forfeitures
--------------------------------------------------------------------------------

Hour of Service, such Participant shall receive credit for his Periods of Service prior to his One Year Period of Severance; provided, however, that after five (5) consecutive One Year Periods of Severance, a former Participant's vested interest in the Net Value of the Matching Contribution Account and/or Discretionary Employer Contribution Account and/or Nonelective Employer Contribution Account attributable to Periods of Service prior to his One Year Period of Severance shall not be increased as a result of his Periods of Service following his reemployment date.

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

ARTICLE V -
TRUST FUND, INVESTMENT ACCOUNTS AND VOTING RIGHTS

5.1 Trust Fund

The Employer has adopted the Agreement as the funding vehicle with respect to the Investment Accounts. Commencing on the Conversion Date, the Employer has adopted the Separate Agreement as the funding vehicle with respect to the Employer Stock Fund.

All contributions forwarded by the Employer to the Trustees pursuant to the Agreement shall be held by them in trust and shall be used to purchase Units on behalf of the Plan in accordance with the terms and provisions of the Agreement. Contributions designated for investment in any Investment Account of the Trust Fund shall be allocated proportionately to and among the classes of Units so selected for such Investment Account.

All contributions forwarded by the Employer to the Separate Agency pursuant to the Separate Agreement shall be held by them in trust in accordance with the terms and provisions of the Separate 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 Plan Funds 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, Trust and Separate Agency. No person shall have any interest in or right to any part of the earnings of the Plan Funds, or any rights in, to or under the Plan Funds or any part of its assets, except to the extent expressly provided in the Plan.

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

5.2 Interim Investments

The Trustees may temporarily invest any amounts designated for investment in any of the Investment Accounts of the Trust Fund identified herein in the Investment Account which provides for short-term investments and retain the value of such contributions therein pending

the allocation of such values to the Investment Accounts designated for investment. The Separate Agency may temporarily invest any amounts in short-term investment pending investment in the Employer Stock Fund.

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 and Separate Agency 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 Units credited to such Account. The applicable Units shall be valued from time to time by the Trustees and Separate Agency, respectively, in accordance with the Agreement and Separate 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.

Upon receipt by the Trustees of Before-Tax Contributions, Matching Contributions, and, if applicable, Discretionary Employer Contributions, Rollover Contributions, Special Contributions and Nonelective Employer Contributions, and upon receipt by a Separate Agency of any Before-Tax Contributions, Matching Contributions, and, if applicable, Discretionary Employer Contributions, Rollover Contributions, Special Contributions and Nonelective Employer Contributions, such contributions shall be applied to purchase for such Employee's Account (a) Units other than Units of the Employer Stock Fund, using the value of such Units as of the close of business on the date received and (b) Units of the Employer Stock Fund using the value of such Units as of the preceding Valuation Date. Whenever a distribution is made to a Participant, Beneficiary or other person entitled to benefits, the appropriate number of Units credited to such Employee shall be reduced accordingly and each such distribution shall be charged against the 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 Units as well as whole Units may be purchased or redeemed for the Account of an Employee.

5.4 Voting Rights

Each Participant with Units in the Employer Stock Fund shall have the right to participate confidentially in the exercise of voting rights appurtenant to shares held in such Investment Account, provided that such person had Units in such Account as of the most recent Valuation Date coincident with or preceding the applicable record date for which records are available. Such participation shall be achieved by completing and filing with the inspector of elections, or such other person who shall be independent of the issuer of shares as the Committee shall designate, at least ten (10) days prior to the date of the meeting of holders of shares at which such voting rights will be exercised, a written direction in the form and manner prescribed by the

Committee. The inspector of elections, or other such person designated by the Committee shall tabulate the directions given on a strictly confidential basis, and shall provide the Committee with only the final results of the tabulation. The final results of the tabulation shall be followed by the Committee in the direction as to the manner in which such voting rights shall be exercised. As to each matter in which the holders of shares are entitled to vote:

(a) a number of affirmative votes shall be cast equal to the product of:

(i) the total number of shares held in the Employer Stock Fund as of the applicable record date; and

(ii) a fraction, the numerator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the applicable record date) of the Units in the Employer Stock Fund of all persons directing that an affirmative vote be cast, and the denominator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the applicable record date) of the Units in the Employer Stock Fund of all persons directing that an affirmative or negative vote be cast; and

(b) a number of negative votes shall be cast equal to the product of:

(i) the total number of shares held in the Employer Stock Fund as of the applicable record date; and

(ii) a fraction, the numerator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the applicable record date) of the Units in the Employer Stock Fund of all persons directing that a negative vote be cast, and the denominator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the applicable record date) of the Units in the Employer Stock Fund of all persons directing that an affirmative or negative vote be cast.

The Committee shall furnish, or cause to be furnished, to each person with Units in the Employer Stock Fund, all annual reports, proxy materials and other information known to have been furnished by the issuer of the shares or by any proxy solicitor, to the holders of shares.

5.5 Tender Offers and Other Offers

Each Participant with Units in the Employer Stock Fund shall have the right to participate confidentially in the response to a tender offer, or any other offer, made to the holders of shares generally, to purchase, exchange, redeem or otherwise transfer shares; provided that such person has Units in the Employer Stock Fund as of the Valuation Date coincident with or immediately preceding the first day for delivering shares or otherwise responding to such tender or other offer. Such participation shall be achieved by completing and filing with the inspector of elections, or such other person who shall be independent of the issuer of shares as the

Committee shall designate, at least ten (10) days prior to the last day for delivering shares or otherwise responding to such tender or other offer, a written direction in the form and manner prescribed by the Committee. The inspector of elections, or other such person designated by the Committee shall tabulate the directions given on a strictly confidential basis, and shall provide the Committee with only the final results of the tabulation. The final results of the tabulation shall be followed by the Committee in the direction as to the number of shares to be delivered. On the last day for delivering shares or otherwise responding to such tender or other offer, a number of shares equal to the product of:

(a) the total number of shares held in the Employer Stock Fund; and

(b) a fraction, the numerator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the first day for delivering shares or otherwise responding to such tender or other offer) of the Units in the Employer Stock Fund of all persons directing that shares be delivered in response to such tender or other offer, and the denominator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the first day for delivering shares or otherwise responding to such tender or other offer) of the Units in the Employer Stock Fund of all persons directing that shares be delivered or that the delivery of shares be withheld;

shall be delivered in response to such tender or other offer. Delivery of the remaining shares then held in the Employer Stock Fund shall be withheld. The Committee shall furnish, or cause to be furnished, to each person whose Account is invested in whole or in part in the Employer Stock Fund, all information concerning such tender offer furnished by the issuer of shares, or information furnished by or on behalf of the person making the tender or such other offer.

5.6 Separate Assets

Subject to the terms and conditions of the Agreement and upon approval by the Trustees, a designated portion of the assets of the Plan may be held as Separate Assets under the Separate Agreement pursuant to investment elections made by Plan Participants from time to time. The Trustees shall have no responsibility or liability with respect to the management and control of any Separate Assets and shall have only those administrative duties with respect to such Separate Assets as are set forth in the Plan and the Agreement.

5.7 Power to Invest in Employer Securities

The Committee may direct the Separate Agency to acquire or hold any security issued by the Employer or any Affiliated Employer which is a "qualifying employer security" as such term is defined under ERISA and to invest that portion of the assets of the Plan Funds in such securities.

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 Units in any one or more of the Investment Accounts of the Trust Fund, and commencing on the Conversion Date, purchase Units in the Employer Stock Fund. Such direction shall indicate the percentage, in multiples of ten percent (10%), in which Before-Tax Contributions, Matching Contributions, Special Contributions, Discretionary Employer Contributions and Rollover Contributions shall be made to the designated Investment Accounts. Commencing January 1, 2001, such direction shall indicate the percentage, in multiples of one percent (1%), in which Before-Tax Contributions, Matching Contributions, Special Contributions, Discretionary Employer Contributions, Rollover Contributions and Nonelective Employer 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 Units in the Investment Account which provides for short-term investments.

6.2 Change of Investment Directions

A Participant may change any investment direction not more often than once in any calendar quarter by completing and filing a notice in the form and manner prescribed by the Committee at least ten (10) days prior to the effective date of such direction. Commencing January 1, 2001, 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

By filing a notice in the form and manner prescribed by the Committee at least ten (10) days prior to the effective date of such change, a Participant or Beneficiary may, not more often than once in any calendar quarter, direct that multiples of ten percent (10%) of the Net Value of any one or more Investment Accounts be transferred to any one or more of the other Investment Accounts. Commencing January 1, 2001, 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 Trustees and shall be affected within seven (7) days of the Trustees' receipt of such direction.

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 Units in any one or more of the Investment Accounts, and commencing on the Conversion Date, to purchase Units in the Employer Stock Fund. Such direction shall indicate the percentage, in multiples of ten percent (10%), in which contributions shall be made to the designated Investment Accounts. Commencing January 1, 2001, such direction shall indicate the percentage, in multiples of one percent (1%), in which contributions shall be made to the designated Accounts. To the extent any Employee shall fail to make an investment direction, the Rollover Contributions shall be applied to the purchase of Units in the Investment Account which provides for short-term investments.

(b) Transfers Between Investment Accounts

An Employee who is not a Participant may, subject to the provisions of Section 6.3, not more often than once in any calendar quarter, direct that multiples of ten percent (10%) of the Net Value of any one or more Investment Accounts be transferred to any one or more of the other Investment Accounts. Commencing January 1, 2001, 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. The requisite transfers shall be valued as of the Valuation Date on which the direction is received by the Trustees and shall be affected within seven (7) days of the Trustees' receipt of such direction.

6.5 Restrictions on Investments in the Employer Stock Fund for Certain Participants

Notwithstanding anything in the Plan to the contrary, any Participant subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended: (a) may direct that his Accounts be transferred into or out of the Employer Stock Fund, subject to the provisions of Section 6.3, only once during each quarter, during the period beginning on the third (3rd)

business day following the date of release of the quarterly and annual statements of sales and earnings by the issuer of the shares, and ending on the twelfth (12th) business day following such date; and (b) may not make a transfer in accordance with the provisions of Section 6.3 within six (6) months of the next preceding transfer into or out of the Employer Stock Fund. In addition, any Participant subject to the provisions of
Section 16(b) of the Securities Exchange Act of 1934 who elects to receive a distribution of shares from the Plan in accordance with Section 7.11 hereof, including withdrawals under Sections 7.3 and 7.4 and loans under Article VIII, or who substantially decreases his rate of Before-Tax Contributions pursuant to Section 3.3 with respect to the amounts to be invested in the Employer Stock Fund, or his investment direction with respect to the Employer Stock Fund pursuant to Section 6.2, must either
(i) in the case of a distribution, hold such shares for a period of six
(6) months commencing with the date of distribution, or (ii) refrain from directing the purchase of additional Units in the Employer Stock Fund for a period of six (6) months beginning with the date of a decrease in rate or a change in investment direction. However, unless otherwise required by rules and regulations of the Securities and Exchange Commission, the restrictions under this Section 6.5 shall not apply to distributions of shares made in connection with a Participant's death, Disability, termination of employment or reaching his Retirement Date; pursuant to a qualified domestic relations order described under Section 414(p) of the Code; as a result of the minimum distribution requirements described under
Section 401(a)(9) of the Code; or as a result of the limitations described under Section 401(k), 401(m), 402(g) and 415 of the Code.

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                                  ARTICLE VII -
                               PAYMENT OF BENEFITS

7.1   General

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

(i) "Beneficiary" shall mean (A) in the case of a married Participant, the Spouse. Notwithstanding the foregoing, such Participant may, subject to the spousal consent requirements of Section 7.2(a), effectively elect to designate a person or persons other than the Spouse as Beneficiary; (B) in the case of a single Participant, 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.

(ii) "Straight Life Annuity" shall mean a benefit payable in equal monthly installments to the Participant for his life with no benefits payable after his death.

(iii) "100% Joint and Survivor Annuity" shall mean a benefit payable in equal monthly installments to the Participant for his life with the same benefit continuing after his death to and for the life of a surviving Beneficiary.

(iv) "75% Joint and Survivor Annuity" shall mean a benefit payable in equal monthly installments to the Participant for his life with a benefit equal to three-quarters (3/4) of the benefit paid to the Participant continuing after his death to and for the life of a surviving Beneficiary.

(v) "50% Joint and Survivor Annuity" shall mean a benefit payable in equal monthly installments to the Participant for his life with a benefit equal to one-half (1/2) of the benefit paid to the Participant continuing after his death to and for the life of a surviving Beneficiary.

(vi) "Period Certain and Life Annuity" shall mean a benefit payable in equal monthly installments to the Participant for his lifetime. If the Participant's death occurs on or after the expiration of the period certain, no further benefits will be payable. If, however, the Participant's death occurs before the expiration of the period certain, equal monthly installments in the same amount as paid to the Participant prior to his death will be paid to his designated Beneficiary. In the event neither the Participant nor the designated Beneficiary survive to the end of said period certain, a final lump sum distribution equal to the commuted value of any installments shall be made to the estate of the last to die of (A) the Participant and (B) his Beneficiary.

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                                                             Payment of Benefits
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(b) 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.

(c) 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.

(d) Any distribution of the vested interest in the Net Value of a Participant's Accounts which is made by the purchase of any annuity shall be made by the purchase of a nontransferable annuity contract from a legal reserve life insurance company licensed to do business in the state of New York. Such annuity contract shall comply with the provisions of this Plan.

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

(f) 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 2002 calendar year. For calendar years beginning with the 2003 calendar year, the Plan will apply the minimum distribution requirements of Section 401(a)(9) of the Code, in accordance with final regulations, as set forth in Section 7.10.

(g) Notwithstanding any provisions of the Plan to the contrary, the provisions of this Article VII 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.

(h) Distributions from the Employer Stock Fund under this Article VII, shall be made in accordance with Section 7.11 hereunder.

7.2 Spousal Consent Requirements - Optional Forms of Benefit Payments, Loans, Withdrawals, Beneficiaries

(a) An election by the Participant (i) to receive benefit payments in a form other than the normal form of benefit payment set forth in
Section 7.5(a), (ii) to receive a loan in

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accordance with the provisions of Article VIII or to revise, renegotiate, renew or extend an existing loan, (iii) to receive a withdrawal in accordance with the provisions of Section 7.3 or
Section 7.4, (iv) to designate a Beneficiary who is other than his Spouse, or (v) under any other provision of the Plan which is subject to spousal consent, shall not be effective unless: (A) the Participant's Spouse irrevocably consents to such election in writing, (B) such election designates a Beneficiary or form of benefit payment, which may not be changed without spousal consent unless the consent of the Spouse expressly permits designation by the Participant without any requirement of further consent by the Spouse, (C) the Spouse's consent acknowledges understanding of the effect of such election, and (D) the consent is witnessed by a Plan representative or 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, such election shall be deemed a qualified election.

Any consent necessary under this provision shall be valid only with respect to the Spouse who signs the consent. Notwithstanding the foregoing sentence, a consent to receive a loan or withdrawal which had been executed by a Spouse shall be binding with respect to such loan or withdrawal on any subsequent Spouse.

(b) (i) A married Participant who has submitted to the Committee an election form in accordance with the provisions of subsection
(a)(i) may, without the consent of his Spouse, revoke such prior election by submitting written notification of such revocation to the Committee before the date benefit payments are scheduled to commence. Upon revocation, the 50% Joint and Survivor Annuity, with the Participant's Spouse as Beneficiary, shall be reinstated unless the Participant files another election form in accordance with the provisions of subsection (a). The number of election forms and revocations shall not be limited.

(ii) A married Participant who has submitted to the Committee an election form in accordance with the provisions of subsection
(a)(iv), may, without the consent of his Spouse, revoke such prior election by submitting written notification of such revocation to the Committee before the date benefit payments are scheduled to commence. 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) and Section 7.7. The number of election forms and revocations shall not be limited.

(c) The terms and conditions of any election form shall, unless otherwise indicated, become effective on the date benefit payments are scheduled to commence, or, if applicable, the date of distribution.

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                                                             Payment of Benefits
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7.3   Non-Hardship Withdrawals

(a) Subject to the spousal consent requirements of Section 7.2(a) and the terms and conditions contained in this Section 7.3, 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 Before-Tax Contribution Account;

(ii) the Net Value of the Participant's Rollover Contribution Account provided that such Participant shall have satisfied such additional terms and conditions, if any, as the Committee may deem necessary;

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

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

(v) the Net Value of his Nonelective Employer Contribution Account.

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

(i) by the redemption of Units from each of the Participant's Accounts in the Trust Fund in the order set forth in Section 7.3(a), on a pro rata basis from the Investment Accounts thereunder, as were selected by the Participant pursuant to Article VI; and

(ii) by the redemption of Units invested in the Employer Stock Fund from each of the Participant's Accounts invested under the Separate Agreement, in the order set forth in Section 7.3(a), if selected by the Participant pursuant to Article VI.

(c) Any withdrawals under this Section 7.3 shall be subject to the restrictions of Section 6.5.

7.4 Hardship Distributions

(a) For purposes of this Section 7.4, 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:

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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:

(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, or 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,

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                                                             Payment of Benefits
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(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;

(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 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.

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                                                             Payment of Benefits
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(d) A Participant who has withdrawn the maximum amounts available to such Participant under Section 7.3 or a Participant who is not eligible for a withdrawal thereunder, may, in case of Hardship (as defined under this Section 7.4), 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 subject to the spousal consent requirements of Section 7.2(a) and 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 a Participant'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) the vested interest in the Net Value of his Discretionary Employer Contribution Account.

(e) Distributions under this Section 7.4 shall be made in the following order of priority:

(i) Participant's Before-Tax Contributions;

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

(iii) the vested interest in the Net Value of the Participant's Matching Contribution Account; and

(iv) the vested interest in the Net Value of the Participant's Discretionary Employer Contribution Account; and

(v) the vested interest in the Net Value of the Participant's Nonelective Employer Contribution Account.

(f) Withdrawals under this Section 7.4 shall be made in the following order of priority:

(i) by the redemption of Units from each of the Participant's Accounts in the Trust Fund in the order set forth in Section 7.4(e), on a pro rata basis from the Investment Accounts thereunder, as were selected by the Participant pursuant to Article VI; and

(ii) by the redemption of Units invested in the Employer Stock Fund from each of the Participant's Accounts invested under the Separate Agreement, in the order set forth in Section 7.4(e), if selected by the Participant pursuant to Article VI.

(g) A Participant who receives a Hardship distribution under this
Section 7.4 may have his Before-Tax Contributions suspended in accordance with Section 3.3.

(h) Any withdrawals under this Section 7.4 shall be subject to the restrictions of Section 6.5.

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                                                             Payment of Benefits
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7.5 Distribution of Benefits Following Retirement, Disability or Termination of Service

(a) If a Participant 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 by the purchase of (i) a 50% Joint and Survivor Annuity with his Spouse as the designated Beneficiary or (ii) a Straight Life Annuity if the Participant does not have a Spouse. Payment of benefits to the Participant shall commence as of the later of the Participant's Normal Retirement Date or his Postponed Retirement Date.

(b) The Committee shall make every reasonable effort to furnish each Participant, by personal delivery or first class mail, the following information not less than thirty (30) days nor more than ninety (90) days prior to the date benefit payments are scheduled to commence:

(i) the terms and conditions of the 50% Joint and Survivor Annuity,

(ii) the Participant's right to make, and the effect of, an election to waive the 50% Joint and Survivor Annuity,

(iii) the rights of the Participant's Spouse under the Plan,

(iv) the right to make, and the effect of, a revocation of a previous election to waive the 50% Joint and Survivor Annuity, and

(v) the relative values of the various optional forms of benefit payments under the Plan.

The Employer may also permanently post in the Employers office or offices the information described in (i) through (v) above in a manner that is reasonably calculated to reach the attention of each Participant.

(c) In lieu of the normal form of benefit payment set forth in Section 7.5(a), the Participant may file an election form to receive his vested interest in the Net Value of his Accounts in any one of the optional forms of benefit payment set forth in Section 7.6. Such form must be filed with the Committee during the ninety (90) day election period ending on the date benefit payments are scheduled to commence.

(d) If a Participant who incurs a Termination of Service for any reason other than death, files an election with the Committee to receive an optional form of benefit payment in accordance with the provisions of Section 7.6, and dies before the entire vested interest in the Net Value of his Accounts has been distributed:

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                                                             Payment of Benefits
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(i) if the Net Value of a Participant's Accounts was distributed by the purchase of an annuity contract, the remainder, if any, of such vested interest shall be paid in accordance with the provisions of such annuity contract;

(ii) if the Participant had elected to receive and had begun receiving a distribution in the form of installments, the Beneficiary shall receive distributions over the remaining installment period, at the times set forth in such election. If the Beneficiary designated to receive payments under the installment form of benefit payments dies after the commencement of payments to the Participant but prior to the earlier of the end of the installment period or the date of the Participant's death, the Participant shall, subject to the spousal consent requirements of Section 7.2(a), have the right to designate another Beneficiary, provided such designation is executed and filed with the Committee prior to the Participant's death. If there is no Beneficiary, the remaining vested interest in the Net Value of his Accounts shall be payable in a lump sum 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;

(iii) if the Participant had elected to receive a deferred lump sum distribution, the Participant's 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;

(iv) if the Participant had elected to receive an immediate lump sum distribution, the Participant's Beneficiary shall receive a lump sum distribution as of the Valuation Date set forth in the Participant's election;

(v) if the Participant had elected to receive an annuity and the annuity contract had not yet been purchased, the Participant's Beneficiary shall, by completing and filing the election form prescribed by the Committee, elect to receive the distribution as a Straight Life Annuity or one of the optional forms of benefit payment set forth in Section 7.8(f));

(vi) if the Participant had elected that a lump sum distribution be paid in a Direct Rollover pursuant to Section 7.9 and such distribution had not yet been made, the Participant's Beneficiary shall, by completing and filing the election form prescribed by the Committee, elect to receive the distribution as a Straight Life Annuity or in one of the optional forms of benefit payment set forth in Section 7.8(f));

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(vii) Notwithstanding the foregoing, 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).

(e) If an Participant who incurs a Termination of Service is reemployed by the Employer, upon such Participant's subsequent Termination of Service his prior election to receive a distribution in a form other than the normal form of benefit payment set forth in subsection (a) 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 subsection (a).

(f) An Employee who incurs a Termination of Service, has elected to receive a distribution in the form of installments and is reemployed by the Employer prior to the distribution of the entire vested interest in the Net Value of his Accounts in accordance with the provisions of Section 7.6(e), 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 the form of installments 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 subsection (a).

(g) If a Participant incurs a Termination of Service for any reason and the vested interest in the Net Value of the Participant'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 Participant within seven
(7) days of the Valuation Date coincident with the date of receipt by the Trustees of the proper documentation that such Participant incurred a Termination of Service.

(d) A Participant's vested interest in the Net Value of his Accounts in the Employer Stock Fund shall be distributed to the Participant by the Separate Agency as soon as administratively possible following the date the Employer is informed by the Trustees of the Participant's vested interest in such Investment Accounts. The distribution shall be made in accordance with Section 7.11 and the terms and provisions of the Separate Agreement.

7.6 Optional Forms of Benefit Payment upon Retirement, Disability or Termination of Service

(a) In lieu of the normal form of benefit payment set forth in Section 7.5(a), a Participant who incurs a Termination of Service as of his Retirement Date or incurs a Termination of Service due to Disability or incurs a Termination of Service for any other reason may file an election form to receive a distribution of the vested interest in the Net Value of his Accounts by the purchase of a 100% Joint and Survivor Annuity, a 75% Joint and

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Survivor Annuity or a 50% Joint and Survivor Annuity or a Period Certain and Life Annuity. Such form may, subject to the spousal consent requirements of Section 7.2(a), include an election to designate a Beneficiary who is other than his Spouse. Payment of benefits to the Participant shall commence as of the later of the Participant's Normal Retirement Date or his Postponed Retirement Date. Notwithstanding the foregoing sentence, such form may include an election to receive a distribution commencing on any date coincident with or next following his Early Retirement Date or, if applicable, the date of his Disability.

(b) In lieu of the normal form of benefit payment set forth in Section 7.5(a), a Participant who incurs a Termination of Service as of his Retirement Date or incurs a Termination of Service due to Disability or incurs a Termination of Service for any other reason may, subject to the spousal consent requirements of Section 7.2(a), file an election form to receive a distribution of the vested interest in the Net Value of his Accounts by the purchase of a Straight Life Annuity. Payment of benefits to the Participant shall commence as of the later of the Participant's Normal Retirement Date or his Postponed Retirement Date. Notwithstanding the foregoing sentence, such form may include an election to receive a distribution commencing on any date coincident with or next following his Early Retirement Date or, if applicable, the date of his Disability.

(c) In lieu of the normal form of benefit payment set forth in Section 7.5(a), a Participant who incurs a Termination of Service as of his Retirement Date or incurs a Termination of Service due to Disability or incurs a Termination of Service for any other reason may, subject to the spousal consent requirements of Section 7.2(a) and the required minimum distribution provisions of Sections 7.10(b) and 7.10(c), file an election form to receive the vested interest in the Net Value of his Accounts as a lump sum distribution as of any Valuation Date following his Termination of Service and prior to his Normal Retirement Date; provided, however, that the Valuation Date may not be later than thirteen (13) months following his Termination of Service. The vested interest in the Net Value of his Accounts shall be distributed to such Participant as a lump sum distribution within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustees of the proper documentation indicating the Participant's distribution date.

(d) In lieu of the normal form of benefit payment set forth in Section 7.5(a), a Participant who incurs a Termination of Service as of his Retirement Date or incurs a Termination of Service due to Disability or incurs a Termination of Service for any other reason may, subject to the spousal consent requirements of Section 7.2(a), elect to defer receipt of the vested interest in the Net Value of his Accounts beyond his Normal Retirement Date or Postponed 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 7.10(b) and 7.10(c), the vested interest in the Net Value of his Accounts shall be distributed to such Participant as a lump sum distribution within seven (7) days of the Valuation Date coincident with the

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date of receipt by the Trustees of the proper documentation indicating the Employee's deferred distribution date.

(e) In lieu of the normal form of benefit payment set forth in Section 7.5(a), a Participant who incurs a Termination of Service as of his Retirement Date or incurs a Termination of Service due to Disability or incurs a Termination of Service for any other reason may, subject to the spousal consent requirements of Section 7.2(a) and the required minimum distribution provisions of Sections 7.10(b) and 7.10(c), file an election form to receive the vested interest in the Net Value of his Accounts in the form of equal monthly, quarterly or annual installments over a period not to exceed ten (10) years. If a Participant elects to receive his benefit pursuant to this subsection (e), the installment period may not extend beyond the life expectancy of such Participant or the life expectancy of such Participant and his Beneficiary. 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 Participant and shall be based on the respective values of the Participant's 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 Units from the Participant's Accounts on a pro rata basis among such Participant's Investment Accounts. Any portion of the vested interest in the Net Value of the Accounts of such Participant which shall not have been so paid shall continue to be held for his benefit or for the benefit of his Beneficiary in the Participant's Investment Accounts.

(f) In lieu of the normal form of benefit payment set forth in Section 7.5(a), a Participant who incurs a Termination of Service as of his Retirement Date or incurs a Termination of Service due to Disability or incurs a Termination of Service for any other reason may, subject to the spousal consent requirements of Section 7.2(a), 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 7.9. The amount of such lump sum distribution shall be determined as of the Valuation Date coincident with the date of receipt by the Trustees of the proper documentation.

(g) In lieu of the normal form of benefit payment set forth in Section 7.5(a), a Participant who incurs a Termination of Service as of his Retirement Date or incurs a Termination of Service due to Disability or incurs a Termination of Service for any other reason may, subject to the spousal consent requirements of Section 7.2(a), file an election form to receive the vested interest in the Net Value of his Accounts in the form of a partial lump sum distribution as of some Valuation Date following his Termination of Service. Subject to the required minimum distribution provisions of Sections 7.10(b) and 7.10(c), the partial lump sum distribution shall be distributed to such Employee within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustees of the proper documentation indicating the Employee's distribution date; and the balance

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of the vested interest in the Net Value of his Accounts shall be payable in the form of one (1) of the following:

(i) monthly, quarterly or annual installments over a period not to exceed ten (10) years, as set forth in subsection (e); or

(ii) the purchase of an annuity, as set forth in Section 7.1(a)(ii), (iii), (iv), (v) or (vi).

7.7 Designation of Beneficiary

(a) Subject to the spousal consent requirements of Section 7.2(a), a Participant may, from time to time, designate any person or persons as Beneficiary or contingent Beneficiary to receive a benefit under
Section 7.5 or Section 7.8 upon the death of the Participant. For purposes of this Section 7.7, "person" includes an individual, a trust, an estate, or any other entity designated as a Beneficiary.

(b) The designation of a Beneficiary or 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 such form is (i) filed prior to the death of such person and (ii) complies with the spousal consent requirements of Section 7.2(a). If more than one (1) person is designated as a Beneficiary, each designated Beneficiary in such Beneficiary classification shall have an equal share, unless the Participant directs otherwise.

(c) The designation of a Beneficiary or contingent Beneficiary which is filed with the Committee will revoke all prior Beneficiary designations filed with the Committee. The number of Beneficiary designations and revocations shall not be limited.

(d) If the Beneficiary or contingent Beneficiary designated to receive payments under an optional form of benefit set forth in Section 7.6 dies prior to the commencement of benefit payments to the Participant, the terms and conditions of such election shall be deemed null and void and the normal form of benefit set forth in
Section 7.5(a) shall be reinstated. Subject to the spousal consent requirements of Section 7.2(a), the Participant shall have the right to elect another optional form of benefit payment and another Beneficiary, provided such election is completed and filed with the Committee prior to the earlier of: (i) the Participant's death, or
(ii) the date the Participant's benefit payments are scheduled to commence. Such election shall become effective on the date the Participant's benefit payments are scheduled to commence.

(e) If the Spouse or other Beneficiary designated to receive payments under Section 7.8(b) or Section 7.8(e), dies prior to the death of the Participant, the terms and conditions of such election shall be null and void. If the Participant is married, the normal form of benefit set forth in Section 7.8(b)(ii) shall be reinstated. Subject to the spousal consent requirements of Section 7.2(a), the Participant shall have the right to elect another Beneficiary, provided such election is completed and filed with the Committee prior to

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the earlier of: (i) the Participant's death, or (ii) the date the Participant's benefit payments are scheduled to commence. Such election shall become effective on the date the Participant's benefit payments are scheduled to commence.

(f) If a Participant fails to designate a Beneficiary other than a Spouse to receive the Preretirement Death Benefit set forth in
Section 7.8, or if the Beneficiary and contingent Beneficiary designated by a Participant die prior to such Participant's death and before the entire vested interest in the Net Value of the Participant's Accounts has been distributed, such Participant's benefits shall be paid as a lump sum to the executor or administrator of his estate.

7.8 Preretirement Death Benefits

(a) If a Participant dies prior to the date benefits are to commence and the vested interest in the Net Value of the Participant'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 Participant's Beneficiary within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustees of the proper documentation indicating the date of the Participant's death.

(b) If a Participant dies prior to the date benefits are to commence and the vested interest in the Net Value of the Participant's Accounts exceeds three thousand five hundred dollars ($3,500) (and effective January 1, 1998, five thousand dollars ($5,000)), the Preretirement Death Benefit for a Participant shall be as follows:

(i) if a Participant had a vested interest in the Net Value of his Accounts and died (A) prior to the date benefit payments are scheduled to commence and (B) with no surviving Spouse, the vested interest in the Net Value of his Accounts shall be made to the Participant's designated Beneficiary by the purchase of a Straight Life Annuity. Payment of benefits shall commence within one (1) year of the Participant's death;

(ii) if a Participant had a vested interest in the Net Value of his Accounts and died (A) prior to the date benefits payments are scheduled to commence and (B) with a surviving Spouse, the vested interest in the Net Value of his Accounts shall be made to the surviving Spouse by the purchase of a Straight Life Annuity. Payment of benefits to the Participant's Spouse shall commence as of the later of the date the Participant would have attained his Normal Retirement Date or the date of the Participant's death.

(c) Notwithstanding the provisions of subsection (b)(ii), the surviving Spouse of a Participant may elect that the Straight Life Annuity be purchased with benefits to commence on a date selected by the Spouse which occurs on any date commencing

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with the Participant's date of death and ending on the date the Participant would have attained age seventy and one-half (70-1/2).

(d) In lieu of the normal form of benefit payment set forth in subsection (b)(ii), a Participant may, subject to the spousal consent requirements of Section 7.2(a), elect to waive the Preretirement Death Benefit. Such waiver shall designate a Beneficiary who is other than the Participant's Spouse.

(e) Consent by a Spouse to waive the Preretirement Death Benefit is not binding on a subsequent Spouse. If a Participant has elected, with spousal consent, to waive the Preretirement Death Benefit and is subsequently widowed or divorced and thereafter remarried, the Preretirement Death Benefit is automatically reinstated upon remarriage, subject to any subsequent election by the Participant, with the consent of his new Spouse, to waive such coverage.

(f) In lieu of the normal form of Preretirement Death Benefit set forth in subsection (b), upon the Participant's death the Beneficiary of a Participant may, by completing and filing the election form prescribed by the Committee, elect to receive the vested interest in the Net Value of a Participant's Accounts in one of the following optional forms of benefit payment:

(i) as a lump sum distribution as of any Valuation Date following the Participant's death; provided, however, that the Valuation Date may not be later than one (1) year following the Participant's death. The vested interest in the Net value of the Participant's Accounts shall be distributed to such person as a lump sum distribution within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustees of the proper documentation indicating the distribution date.

(ii) in the form of equal monthly, quarterly or annual installments over a period not to exceed ten (10) years. The vested interest in the Net value of the Participant's Accounts shall be determined as of such Valuation Date or Valuation Dates in each such Plan Year as may be elected by such person and shall be based on the respective values of the deceased Participant's 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 Units from the deceased Participant's Accounts on a pro rata basis among such deceased Participant's Investment Accounts. Any portion of the vested interest in the Net Value of the Accounts of such deceased Participant which shall not have been so paid shall continue to be held for the benefit of the surviving Spouse or other Beneficiary or for the benefit of the beneficiary designated by such person. If the surviving Spouse or other Beneficiary elects to receive his benefit pursuant to this subsection (f)(ii), installment payments shall begin to such

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person within one (1) year of the Participant's death and the installment period may not extend beyond the life expectancy of such person.

(iii) as a lump sum distribution equal to the vested interest in the Net Value of the Participant's Accounts made payable in a Direct Rollover pursuant to Section 7.9. Such lump sum distribution shall be made within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustees of the proper documentation.

(iv) in the form of a partial distribution as of some Valuation Date following his Termination of Service. Subject to the required minimum distribution provisions of Sections 7.10(b) and 7.10(c), the partial distribution shall be distributed to such Employee within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustees of the proper documentation indicating the Employee's distribution date; and the balance of the vested interest in the Net Value of his Accounts shall be payable in the form of one of the following:

(I) installments over a period not to exceed ten (10) years, as set forth in subsection (f)(ii);

(II) the purchase of a Straight Life Annuity, as set forth in subsections (b) and (c), if applicable; or

(III) a lump sum distribution made payable in a Direct Rollover pursuant to Section 7.9 and as set forth in subsection (iii).

Notwithstanding the foregoing provisions to the contrary, if the surviving Spouse of a deceased Participant elects one of these optional forms of benefit payment set forth above, such Spouse may elect to have benefits commence on a date selected by such Spouse which occurs on any date commencing with the Participant's date of death and ending on the date the Participant would have attained age seventy and one-half (70-1/2).

7.9 Direct Rollover of Eligible Rollover Distributions

For purposes of this Section 7.9, 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.

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(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 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) or 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; and the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); 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, 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.

7.10 Minimum Distribution Requirements

(a) General Rules

(i) Effective Date. The provisions of this Section 7.10 will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year.

(ii) Precedence. The requirements of this Section 7.10 will take precedence over any inconsistent provisions of the Plan.

(iii) Requirements of Treasury Regulations Incorporated. All distributions required under this Section 7.10 will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

(iv) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Section 7.10, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA), and the provisions of the Plan, if applicable, that relate to Section 242(b)(2) of TEFRA.

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      (b)   Time and Manner of Distribution

(i) Required Beginning Date. The Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date.

(ii) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows:

(A) If the Participant's surviving Spouse is the Participant's sole Designated Beneficiary, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later.

(B) If the Participant's surviving Spouse is not the Participant's sole Designated Beneficiary, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(C) If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth (5th) anniversary of the Participant's death.

(D) If the Participant's surviving Spouse is the Participant's sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this
Section 7.10(b)(ii), other than Section 7.10(b)(ii)(A), will apply as if the surviving Spouse were the Participant.

For purposes of this Section 7.10(b)(ii) and Section 7.10(d), unless Section 7.10(b)(ii)(D) applies, distributions are considered to begin on the Participant's Required Beginning Date. If Section 7.10.(b)(ii)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Section 7.10(b)(ii)(A). If distributions under an annuity purchased from an insurance company, if applicable, irrevocably commence to the Participant before the Participant's Required Beginning Date (or to the Participant's surviving Spouse before the date distributions are required to begin to the surviving Spouse under Section 7.10(b)(ii)(A), the date distributions are considered to begin is the date distributions actually commence.

(iii) Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries. If the Participant dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Section 7.10(b)(ii), but the Participant's entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant's death. If the Participant's surviving Spouse is the Participant's sole

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Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to either the Participant or the surviving Spouse begin, this election will apply as if the surviving Spouse were the Participant.

(iv) Election to Allow Participants or Beneficiaries to Elect 5-Year Rule. Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the Life Expectancy rule in Sections 7.10(b)(ii) and 7.10(d)(ii) applies to distributions after the death of a Participant who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 7.10(b)(ii), or by September 30 of the calendar year which contains the fifth anniversary of the Participant's (or, if applicable, surviving Spouse's) death. If neither the Participant nor Beneficiary makes an election under this subsection, distributions will be made in accordance with Sections 7.10(b)(ii) and 7.10(d)(ii) and, if applicable, the elections in Section 7.10(b)(iii) above.

(v) Election to Allow Designated Beneficiary Receiving Distributions Under 5-Year Rule to Elect Life Expectancy Distributions. A Designated Beneficiary who is receiving payments under the 5-year rule may make a new election to receive payments under the Life Expectancy rule until December 31, 2003, provided that all amounts that would have been required to be distributed under the Life Expectancy rule for all Distribution Calendar Years before 2004 are distributed by the earlier of December 31, 2003 or the end of the 5-year period.

(vi) Forms of Distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with Sections 7.10(c) and (d). If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

(c) Required Minimum Distributions During Participant's Lifetime

(i) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

(A) the quotient obtained by dividing the Participant's Accounts by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant's age as of the Participant's birthday in the Distribution Calendar Year; or

(B) if the Participant's sole Designated Beneficiary for the Distribution Calendar Year is the Participant's Spouse, the quotient obtained by dividing the Participant's Accounts by the number in the Joint and Last Survivor Table set forth in Section

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1.401(a)(9)-9 of the Treasury regulations, using the Participant's and Spouse's attained ages as of the Participant's and Spouse's birthdays in the Distribution Calendar Year.

(ii) Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this Section 7.10(c) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant's date of death.

(d) Required Minimum Distributions After Participant's Death

(i) Death On or After Date Distributions Begin

(A) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Accounts by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant's Designated Beneficiary, determined as follows:

(I) The Participant's remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(II) If the Participant's surviving Spouse is the Participant's sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the Participant's death using the surviving Spouse's age as of the Spouse's birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse's death, the remaining Life Expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse's birthday in the calendar year of the Spouse's death, reduced by one for each subsequent calendar year.

(III) If the Participant's surviving Spouse is not the Participant's sole Designated Beneficiary, the Designated Beneficiary's remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year.

(B) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Accounts by the Participant's remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

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(ii) Death Before Date Distributions Begin

(A) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant's death is the quotient obtained by dividing the Participant's Accounts by the remaining Life Expectancy of the Participant's Designated Beneficiary, determined as provided in
Section 7.10(d)(i).

(B) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.

(C) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving Spouse is the Participant's sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under Section 7.10(b)(ii)(A), this
Section 7.10(d)(ii) will apply as if the surviving Spouse were the Participant.

(e) Definitions

For purposes of this Section 7.10, the following words and phrases shall have the meanings hereafter ascribed to them:

(i) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 1.11 of the Plan and is the Designated Beneficiary under Section 401(a)(9) of the Code and
Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

(ii) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Date. For distributions beginning after the Participant's death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Section 7.10(b)(ii). The required minimum distribution for the Participant's first Distribution Calendar Year will be made on or before the Participant's Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant's Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

(iii) Life Expectancy. Life Expectancy as calculated by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

                                                                   Article VII -
                                                             Payment of Benefits
--------------------------------------------------------------------------------

(iv) Participant's Accounts. The Accounts of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the Accounts as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The Accounts for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

(v) Required Beginning Date. The date specified in Section 7.11(b) or
(c), whichever is applicable.

7.11 Latest Commencement of Benefits

(a) Unless the Participant 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 Participant 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 Participant'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 a Participant who is not a five-percent owner (as described in Section 416(i) of the Code) for the Plan Year 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(f), distributions to other than five-percent owners:

The vested interest in the Net Value of the Accounts of a Participant who is not a five-percent owner and who attained age seventy and one-half (70-1/2) prior to January 1,

                                                                   Article VII -
                                                             Payment of Benefits
--------------------------------------------------------------------------------

            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 Participant 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 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) in a calendar year beginning on or after
            January 1, 2003, 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).

7.12  Manner of Payment of Distributions from the Employer Stock Fund

      Distributions from the Employer Stock Fund shall be made to Participants
      and Beneficiaries in cash, unless the Participant or Beneficiary elects
      that such distributions may be made wholly or partially in shares. If the
      Participant or Beneficiary elects that such distributions may be made
      wholly or partially in shares, subject to such terms and conditions as may
      be established from time to time by the Committee, the maximum number of
      shares to be distributed shall be equal to the number of whole shares that
      could be purchased on the date of distribution based on the fair market
      value of shares determined as of the date of payment and on the fair
      market value of the Participant's Units in the Employer Stock Fund on the
      valuation date preceding the distribution. An amount of money equal to any
      remaining amount of the payment that is less than the fair market value of
      a whole share shall be distributed in cash. For purposes of this Section
      7.12, the fair market value of a share shall be determined on a uniform
      and nondiscriminatory basis in such manner as the Separate Agency may, in
      its discretion, prescribe.

                                                                  Article VIII -
                                                           Loans to Participants
--------------------------------------------------------------------------------

                                 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 the form of installment or annuity payments in accordance with the provisions of Article VII, or a preretirement death benefit in accordance with the provisions of Section 7.8.

(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 and in
Section 7.2, 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, vested Discretionary Employer Contribution Account, Rollover Contribution Account and Nonelective 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).

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, increased by one (1) percentage point and rounded to the nearest quarter of one percent (1/4 of 1%). Such rate shall remain in effect until the Loan Account is closed.

                                                                  Article VIII -
                                                           Loans to Participants
--------------------------------------------------------------------------------

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 Trustees.

(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;

(iv) vested Discretionary Employer Contribution Account;

(v) vested Nonelective Employer Contribution Account.

Distributions from each of the foregoing Accounts shall be made in the following order of priority:

(A) by the redemption of Units from each of the Borrower's Accounts in the Trust Fund in the order set forth above, on a pro rata basis from the Investment Accounts thereunder, as were selected by the Participant pursuant to Article VI; and

(B) by the redemption of Units invested in the Employer Stock Fund from each of the Borrower's Accounts invested under the Separate Agreement, in the order set forth above, if selected by the Borrower pursuant to Article VI.

(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 Trustees; (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 Trustees, or the Committee as agent for the Trustees, as an asset of the Borrower's Loan Account pursuant to subsection (d).

                                                                  Article VIII -
                                                           Loans to Participants
--------------------------------------------------------------------------------

(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 established a lien against the Borrower's Accounts pursuant to Section 8.6(c), and foreclosure of such lien is deferred until the Borrower's Termination of Service pursuant to Section 8.6(c)(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) Only one (1) loan shall be outstanding to any Borrower under this Article VIII at any time.

(g) Any loans under this Article VIII shall be subject to the restrictions of Section 6.5.

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

                                                                  Article VIII -
                                                           Loans to Participants
--------------------------------------------------------------------------------

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 Account.

(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.

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, Discretionary Employer Contribution Account, Nonelective Employer Contribution Account and/or Rollover 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.

                                                                  Article VIII -
                                                           Loans to Participants
--------------------------------------------------------------------------------

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 7.3 or Section 7.4, 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.

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

                                                                    Article IX -
                                                                  Administration
--------------------------------------------------------------------------------

                                  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 and Plan Administrator designated by the Sponsoring Employer. The designation of such Named Fiduciaries and Plan Administrator, 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 Sponsoring Employer shall designate the Trustees as a Named Fiduciary to perform those functions set forth in the Plan or the Agreement which are applicable to a Plan of Partial Participation.

(b) The Sponsoring Employer shall designate the Separate Agency to perform those functions relating to the Separate Agency in the Plan or the Separate Agreement.

(c) 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 Agreement, Separate Agreement or the Plan that are assigned to such Committee.

(d) A Trust Participant (as defined under the Agreement) may delegate to a person or persons the duties and responsibilities for voting Units set forth under the Agreement and Separate Agreement.

(e) The Sponsoring Employer shall designate the Separate Agency as a Named Fiduciary to perform those functions set forth in the Separate Agreement or the Plan that are assigned to the Separate Agency, including the voting and tender of shares of the Employer Stock.

9.3 Responsibilities of Fiduciaries

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

                                                                    Article IX -
                                                                  Administration
--------------------------------------------------------------------------------

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

No Named Fiduciary, Plan Administrator or the Employer guarantees the Trust Fund or Separate Assets in any manner against investment loss or depreciation in asset value.

The allocation of responsibility between the Trustees and the Sponsoring Employer or between the Separate Agency 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.

To the extent permitted by ERISA, the Trustees shall have no liability or responsibility with respect to the administration of any Separate Assets held outside the Trust except as specifically set forth in the Agreement. The authority and responsibility of the Trustees extend only to those Plan assets held in accordance with the Agreement.

9.4 Plan Administrator

The Sponsoring Employer shall designate the Trustees as the Trustee Administrator to perform those functions applicable to Plans of Partial Participation as set forth in the Agreement. The Sponsoring Employer shall also designate one or more persons to act as Plan Administrator and to perform those functions set forth in the Agreement, the Plan or the Separate Agreement that are assigned to the Plan Administrator.

The duties and responsibilities of a plan administrator under ERISA shall be allocated between the Plan Administrator and the Trustee Administrator as set forth herein or in the Agreement. Such allocation may be changed only by written agreement between the parties and shall not be deemed an amendment to the Plan.

The Plan Administrator shall be solely responsible for monitoring and notifying the Trustees of an Employee's age for all purposes under the Plan.

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

                                                                    Article IX -
                                                                  Administration
--------------------------------------------------------------------------------

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 Trustees and Separate Agency as the act of the Committee. The Trustees and Separate Agency 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 and upon notice to the Trustees, 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.

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 Agreement, the Separate 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 Agreement, or the Separate Agreement, the Committee shall have the power to construe the provisions of the Plan and to determine any questions of fact 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;

                                                                    Article IX -
                                                                  Administration
--------------------------------------------------------------------------------

(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 Plan Funds; and

(iv) to receive, collect and transmit to the Trustees all information required by the Trustees 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.

(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 Trustees on such periodic or other basis as may be agreed upon, but in no event later than ten (10) days before any Valuation Date as of which the Trustees must effect any action with respect to any Accounts held under the provisions of the Plan, 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 Trustees 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

                                                                    Article IX -
                                                                  Administration
--------------------------------------------------------------------------------

      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 Trustees and, if applicable, any
      Separate Agency, any application for payment of benefits within a
      reasonable time after it has approved such application. The Trustees and
      Separate Agency 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 Trustees
      and Separate Agency 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.

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 Trustees to the extent required, except that any
      expenses directly related to the Trust Fund, such as transfer taxes,
      brokers' commissions, registration charges, or administrative expenses of
      the Trustees (including expenses of counsel retained by it in accordance
      with the Agreement), shall be paid from the Trust Fund or from such
      Investment Account to which such expenses directly relate.

      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. The Employer will charge Employees
      loan origination fees and all annual maintenance fees associated with
      loans.

      Brokerage commissions incurred in connection with the Employer Stock Fund
      shall be paid by the Employer.

                                                                    Article IX -
                                                                  Administration
--------------------------------------------------------------------------------

9.12  Administration of Separate Assets

The Committee and the Separate Agency shall be solely responsible for the administration of the Separate Assets, including the administration, collection and enforcement of any loans held therein. All contributions to and withdrawals or disbursements from the Separate Assets shall be made directly to or by the Separate Agency.

The Trustees may, as agreed upon with the Committee, provide such combined or coordinated Plan records and reports, which include the Separate Assets. The Trustees shall be fully protected in relying upon any information provided to them by the Committee or Separate Agency with respect to such Separate Assets. The inclusion of any information pertaining to Separate Assets in such combined or coordinated Plan records and reports shall not increase the responsibility or liability of the Trustees with respect to the Separate Assets. If Plan Funds may be transferred between the Separate Assets and the other Investment Accounts, the manner in which such transfers may be made must be agreed to in a written instrument entered into among the Committee, the Trustees and the Separate Agency.

                                                                     Article X -
                                                        Benefit Claims Procedure
--------------------------------------------------------------------------------

                                   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.

                                                                     Article X -
                                                        Benefit Claims Procedure
--------------------------------------------------------------------------------

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.

                                                                    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
      (subject to the approval of the Trustees), 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 Plan Funds
      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 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 shall be distributable as a lump
      sum distribution within seven (7) days of the Valuation Date coincident
      with the date of receipt by the Trustees of the proper documentation
      indicating the Participant's distribution date.

      If any amendment changes the vesting schedule, any Participant who has a
      Period of Service of three (3) or more years 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 Agreement.

                                                                   Article XII -
                                                       Top-Heavy Plan Provisions
--------------------------------------------------------------------------------

                                  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

                                                                   Article XII -
                                                       Top-Heavy Plan Provisions
--------------------------------------------------------------------------------

            (d)(iv), the aggregation rules of Sections 414(b), (c), (m) and (o)
            of the Code shall apply.

(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.

                                                                   Article XII -
                                                       Top-Heavy Plan Provisions
--------------------------------------------------------------------------------

(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.

(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.

(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

(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

                                                                   Article XII -
                                                       Top-Heavy Plan Provisions
--------------------------------------------------------------------------------

(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.

                                                                   Article XII -
                                                       Top-Heavy Plan Provisions
--------------------------------------------------------------------------------

(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 (1) 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, Nonelective Employer 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,
            Nonelective Employer Contributions, Discretionary Employer
            Contributions and Forfeitures, as a percentage of the Key Employees'
            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 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

                                                                   Article XII -
                                                       Top-Heavy Plan Provisions
--------------------------------------------------------------------------------

Employee for whom the percentage of the total of Matching Contributions, Before-Tax Contributions, Special Contributions, Discretionary Employer Contributions, Nonelective 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; and

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

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

(v) Nonelective 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.

12.4  Impact on Section 415 Maximum Benefits

      For any Plan Year commencing 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 l.0 for the number 1.25 wherever it appears
      therein.

                                                                   Article XII -
                                                       Top-Heavy Plan Provisions
--------------------------------------------------------------------------------

      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:

           Period 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 a Period of Service of three (3) years 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.

                                                                  Article XIII -
                                                        Miscellaneous Provisions
--------------------------------------------------------------------------------

                                 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 Agreement establishing the Trust, or of any Separate Agreement 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 Agreement to the contrary
      notwithstanding, if the Trustees and, if appropriate, any Separate Agency
      are 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

                                                                  Article XIII -
                                                        Miscellaneous Provisions
--------------------------------------------------------------------------------

      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.

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 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, Separate Agreement or Agreement to the
      contrary notwithstanding, upon the Employer's request and with the consent
      of the Trustees and, if appropriate, any Separate Agency, 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
      Agreement upon satisfying the requirements set forth in the 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(1)-1(b)(1).

                                                                  Article XIII -
                                                        Miscellaneous Provisions
--------------------------------------------------------------------------------

      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, Trustee
      Administrator and voter of Units designated by the Sponsoring Employer to
      act on its behalf in accordance with the provisions of the Plan and
      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 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.

Exhibit 10.4

CARVER BANCORP, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

CARVER BANCORP, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

Exhibit A   Carver Bancorp, Inc. Employee Stock Ownership Plan

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

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

CARVER BANCORP, INC.

EMPLOYEE STOCK OWNERSHIP PLAN

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

EFFECTIVE DATE: JANUARY 1, 1994

                                     Part I
                                Table of Contents

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 1

Definitions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                 (iii)  during the immediately preceding Plan Year:

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

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

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

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

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

(ii) received Total Compensation during the immediately

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

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

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

1.25     (a) Subject to Section 1.25(b), a Leased Employee shall be treated as
         an Employee for purposes of the Plan. For purposes of this Section
         1.25, the term "Leased Employee" means any person (i) who would not,
         but for the application of this Section 1.25, be an Employee and (ii)
         who pursuant to an agreement between an Affiliate and any other person
         ("leasing organization") has performed for the Affiliate (or for the
         Affiliate and related persons determined in accordance with section
         414(n)(6) of the Code), on a substantially full-time basis for a period
         of at least one year, services of a type historically performed by
         employees in the business field of the Employer under the primary
         direction or control of an Affiliate.

(b) For purposes of the Plan:

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

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

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

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

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

1.26     "Limitation Year" means the Plan Year.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1.45     "Qualifying Employer Securities" or "Company Stock" means the shares of
         common stock of the Company as described in Section 4975(e)(8) of the
         Code (or of a corporation which is a member of a controlled group with
         the Company) which is readily tradeable on an established securities

market; or if not readily tradeable, meets the following criteria:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 2

Eligibility

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 3

Employer Contributions

3.1 Amount of Employer Contributions.

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

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

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

3.2 Payment of Employer Contributions.

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

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

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

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

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

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

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

SECTION 4

Participants Contributions

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

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

SECTION 5

Allocation of Contributions

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

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

5.2 Maximum Limitations on Allocations of Contributions.

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

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

(ii) Forfeitures,

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

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

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

(vi) allocations under a simplified employee pension.

(b) The defined contribution dollar limitation shall be:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 6

Allocation to Participant's Accounts

6.1 General Rules.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION 7

Retirement and Distribution of Benefits

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

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

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

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

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

7.5      (a)     Right of First Refusal

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

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

(b) Put Option

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

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

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

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

(c) Placement of Restrictions on Stock Certificates

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

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

7.6 Minimum Required Distributions.

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

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

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

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

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

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

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

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

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

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

SECTION 8

In Event of Disability

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

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

SECTION 9

In the Event of Death

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

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

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

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

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

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

          In the Event of Termination of Employment or Change in Status

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                         Top-Heavy Definitions and Rules

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

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

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

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

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

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

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

                         Less than 3                      0%
                         3 years or more                100%

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

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

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

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

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

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

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

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

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

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

11.7     Top-Heavy Definitions

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

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

11.7.3   "Aggregation Group" means one of the following:

         (a)     Required Aggregation Group:

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

         (b)     Permissive Aggregation Group:

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

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

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

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

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

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

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

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

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

(2) more than one (1%) percent of the outstanding stock of

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

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

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

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

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

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

(a) Related rollover contributions or similar transfers are those

(i) not initiated by the Employee;

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

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

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

(i) initiated by the Employee; and

(ii) made after December 31, 1983; and

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

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

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

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

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

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

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

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

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

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

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

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

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

                           Administration of the Plan

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

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

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

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

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

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

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

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

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

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

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

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

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

                    Management and Investment of Trust Assets

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                           Obligations of the Employer

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

                                  Miscellaneous

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

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

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

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

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

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

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

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

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

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

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

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

                                   Amendments

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

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

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

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

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

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

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

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

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

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

                 Suspension, Discontinuance and Plan Termination

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

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

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

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

                          Inclusion of Other Companies

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

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

EXHIBIT 10.19

Carver Bancorp, Inc.

Compensation Plan for Non-Employee Directors

1. Purpose of the Plan.

The purpose of the Compensation Plan for Non-Employee Directors (the "Plan") is to strengthen the link of the compensation of non-employee directors of Carver Bancorp, Inc., a Delaware corporation or any successor corporation (the "Company"), directly with the interests of its stockholders.

2. Participants.

Participants in the Plan shall consist of directors of the Company who are not employees of the Company or any of its subsidiaries (each, a "Participant" or "Non-Employee Director"). The term "subsidiary" as used in the Plan means a corporation more than 50% of the voting stock of which, or an unincorporated business entity more than 50% of the equity interest in which, shall at the time be owned directly or indirectly by the Company.

3. Shares Available Under the Plan.

Subject to the provisions of Section 8 of the Plan, a maximum of 50,000 shares of common stock, par value $0.01 per share ("Shares"), of the Company may be delivered under the Plan. Shares to be delivered under the Plan shall be Shares held in treasury acquired through open market purchases from time to time or otherwise available to the Company.

4. Administration of the Plan.

The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the "Committee") which shall have the authority to designate one of its members and/or the Secretary of the Company to take action on behalf of the Committee. The Committee shall have authority to interpret the Plan, and to prescribe, amend and rescind rules and regulations relating to the administration of the Plan, and all such interpretations, rules and regulations shall be conclusive and binding on all persons.

5. Effective Date of the Plan.

At the March 21, 2000 meeting of the Board of Directors of the Company, the Board approved the compensation of the members of the Board of Directors, at each director's option, to include compensation in the form of common stock or options of the Company. At the April 17, 2000 meeting of the Board of Directors of Carver Federal Savings Bank (the "Bank"), the Bank's Board approved an amendment of the Bank's By-laws to permit compensation by the members of the Board of Directors in the form of common stock or options of the Company in lieu of cash.

This Plan shall be submitted to the Board of Directors of the Company and the Bank for approval at the meeting to be held on June 25, 2002, or any adjournment thereof, and, if approved by the directors, shall become effective as of July 1, 2001.

6. Shares or Options in Lieu of Cash Compensation.

A. Shares in Lieu of Cash Compensation.

Each Non-Employee Director may elect ("Share Payment Election") to be compensated for all of the (i) cash retainer, (ii) meeting fees and/or
(iii) other fees to be paid for board, committee or other service to the Company or its subsidiaries through the issuance or transfer of Shares, valued at the closing price on the American Stock Exchange on the day of the month during which each payment of such retainer and/or fee amount would otherwise be earned. A Non-Employee Director may make a Share Payment Election by submitting a Directors Compensation Election form, in the form prescribed by the Committee, to the Secretary of the Company.

Each Non-Employee Director who makes a Share Payment Election shall become a Participant in the Plan effective with respect to fees accruing on or after the first day of the calendar month beginning six months after the date of such Share Payment Election. Any Share Payment Election relating to the cash retainer or meeting fees or other fees shall be one hundred percent (100%) of such retainer or meeting or other fees.

A Participant may change his or her Directors Compensation Election form with respect to compensation to be earned and payable thereafter in Shares by submitting a modified Directors Compensation Election form to the Secretary of the Company, effective with respect to fees or retainer earned on or after the first day of the calendar month beginning six months after the date such Directors Compensation Election form is filed with the Secretary of the Company.

B. Stock Options in Lieu of Cash Compensation.

Each Non-Employee Director may elect ("Option Payment Election") to be compensated for all of the (i) cash retainer, (ii) meeting fees and/or
(iii) other fees otherwise payable to him or her for any and all service to be paid for board, committee or other service to the Company or its subsidiaries through the award of options to purchase common stock of the Company. The number of such options granted to a Participant shall be determined by an independent compensation consultant using a generally accepted stock option pricing model, such as Black-Scholes option pricing model, and shall be granted with an exercise price equal to the average of the closing price of a share of common stock of the Company on the American Stock Exchange over the period for which such payment is calculated. Such options shall vest six months from the date of grant, which shall be the Effective Date (as defined below), if the Participant remains a Director on such date and shall be immediately vested in the case of the Participant's death or disability. If a Participant leaves the Board prior to any vesting event (other than by reason of death or disability), the Participant shall forfeit the non-vested portion of the option. The option shall have a ten year term. Once the option has vested, a Participant (or the beneficiary in the event of the Participant's death) may exercise it at any time prior to its expiration date whether or not the Participant remains on the Board. A Non-Employee Director may make an Option Payment Election by submitting a Directors Compensation Election form, in the form prescribed by the Committee, to the Secretary of the Company.

Each Non-Employee Director who makes an Option Payment Election shall become a Participant in the Plan effective with respect to fees accruing on or after the first day of the calendar month beginning six months after the date of such Option Payment Election ("Effective Date"). Any Option Payment Election relating to retainer or meeting fees or other fees shall be one hundred percent (100%) of such retainer or meeting or other fees.

A Participant may change his or her Directors Compensation Election form with respect to compensation to be earned and payable thereafter in options by submitting a modified Directors Compensation Election form to the Secretary of the Company, effective with respect to fees or retainer earned on or after the first day of the calendar month beginning six months after the date such Directors Compensation Election form is filed with the Secretary of the Company.

C. Directors Compensation Election Form

Each Participant shall indicate on the Directors Compensation Election form (i) whether meeting and other fees are to be paid in cash, Shares or options and (ii) the Participant's beneficiary or beneficiaries. A Participant shall be permitted at any time to modify his or her beneficiary or beneficiaries, effective as of the date such modified Directors Compensation Election form is received by the Secretary of the Company. The term "beneficiary" shall mean any person or entity designated as such in a Directors Compensation Election form submitted to the Secretary of the Company, or if no designated beneficiary survives the Non-Employee Director or is in existence on the date of the Non-Employee Director's death, the beneficiary shall be the Non-Employee Director's estate.

7. Restriction on Transfer of Shares.

No Shares or options received by a Participant under Section 6 of the Plan may be sold, assigned, transferred, pledged or otherwise encumbered or disposed of for a period of six months after receipt of those Shares, except in the case of the Participant's death or disability during that six-month period.

8. Adjustments Upon Changes In Capitalization.

If there shall be any change in or affecting Shares on account of any merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split or combination, or other distribution to holders of Shares or options (other than a cash dividend), there shall be made or taken such amendments to the Plan and such adjustments and actions thereunder as the Board of Directors of the Company may deem appropriate under the circumstances.

9. Government and Other Regulations.

The obligations of the Company to deliver Shares under Section 6 of the Plan shall be subject to (i) all applicable laws, rules and regulations and such approvals by any governmental agencies as may be required, including, without limitation, compliance with the Securities Act of 1933, as amended, and (ii) the condition that such Shares shall have been duly listed on the American Stock Exchange.

10. Amendment and Termination of the Plan.

The Plan may be amended by the Board of Directors of the Company in any respect. The Plan may also be terminated at any time by the Board of Directors of the Company. Upon termination of the Plan, the amounts then due to each Non-Employee Director shall be paid in accordance with the Directors Compensation Election form then in effect.

11. Adoption of Procedures.

The Secretary of the Company shall have the authority to adopt such procedures as are appropriate to administer the Plan.

12. Miscellaneous.

A. Nothing contained in this Plan shall be deemed to confer upon any person any right to continue as a director of or to be associated in any other way with the Company.

B. To the extent that Federal laws do not otherwise control, the Plan and all determinations made and actions taken pursuant hereto shall be governed by the law of the State of Delaware.

C. Headings are given to sections of the Plan solely as a convenience to facilitate reference. The reference to any statute, regulation, or other provision of law shall be construed to refer to any amendment or successor to such provision of law.

EXHIBIT 10.20

AMENDMENT NUMBER ONE

TO

CARVER FEDERAL SAVINGS BANK

RETIREMENT INCOME PLAN

(As Amended and Restated Effective as of January 1, 1997 and as Further Amended Through January 1, 2001)

Pursuant to Section 14.1 of Carver Federal Savings Bank Retirement Income Plan as amended and restated effective January 1, 1997 and further amended and restated through January 1, 2001 ("Plan"), the Plan is amended effective as follows:

The following amendments to the Plan are adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"). The amendments are intended as good faith compliance with the requirements of EGTRRA and are to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided, the amendments shall be effective as of the first day of the first Plan Year beginning after December 31, 2001.

These amendments shall supersede the provisions of the Plan to the extent Plan provisions are inconsistent with the provisions of the following amendments.

For Plan Years beginning after December 31, 2001, the first sentence of the second paragraph of Section 1.1(J) is restated in its entirety, to read as follows:

"The amount of Compensation taken into account for a Plan Year consisting of twelve (12) months for Plan Years commencing on and after January 1, 1997, shall not exceed one hundred sixty thousand dollars ($160,000) for the 1997, 1998 and 1999 Plan Years, one hundred seventy thousand dollars ($170,000) for the 2000 and 2001 Plan Years and two hundred thousand dollars ($200,000) for the 2002 Plan Year, thereafter 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 401(a)(17)(B) of the Code."

Section 6.1(A)(8) is restated as follows, effective for Limitation Years ending after December 31, 2001:

(8) "MAXIMUM PERMISSIBLE DOLLAR AMOUNT" - one hundred sixty thousand dollars ($160,000). Such amount shall be adjusted in accordance with the provisions of Section 6.1(C).

Section 6.1(A)(10) is amended by the addition of the following new paragraph at the end thereof, effective for Limitation Years ending after December 31, 2001:

Benefit increases resulting from the increase in the Maximum Permissible Dollar Amount for Limitation Years ending after December 31, 2001 shall be provided to all current and former Participants who have an Accrued Benefit on the last day of the Limitation Year immediately prior to the Limitation Year ending after December 31, 2001 (other than an Accrued Benefit resulting from a benefit increase solely as a result of the increase in the Maximum Permissible Dollar Amount for Limitation Years ending after December 31, 2001).

Section 6.1(C)(6) is restated as follows, effective for Limitation Years ending after December 31, 2001:

(6) A Participant's benefit which commences after attainment of age 65 may exceed the Maximum Permissible Dollar Amount, provided the Actuarial Equivalent of such annual benefit commencing at age 65 satisfies such Maximum Permissible Dollar Amount actuarially adjusted to the date of retirement. The actuarial equivalent of the Maximum Permissible Dollar Amount commencing at an age after age 65 shall be determined as the lesser of: (1) the Actuarial Equivalent annual benefit calculated using the interest rate and mortality table (or tabular factors) as set forth in Appendix A of the Plan for purposes of determining the Actuarial Equivalent for a Postponed Retirement Benefit, and (2) the equivalent annual benefit calculated using a five percent (5%) interest rate assumption and the GATT Applicable Mortality Table as set forth in Table A. For these purposes, mortality between age 65 and the age at which benefits commence shall be ignored.

Section 6.1(C)(7)(c) is restated as follows, effective for Limitation Years ending after December 31, 2001:

(c) If a Participant's benefit commences prior to attainment of age 62, the Maximum Permissible Dollar Amount shall be equal to a benefit commencing at age 62, reduced to the actuarial equivalent of such benefit determined as of the benefit commencement date. In determining the actuarial equivalent of a benefit commencing prior to age 62, such benefit shall be determined as the lesser of: (1) the Actuarial Equivalent annual benefit calculated using the interest rate and mortality table (or tabular factors) as set forth in Appendix A of the Plan, and (2) the equivalent annual benefit calculated using a five percent (5%) interest rate assumption and the GATT Applicable Mortality Table as set forth in Table A of the Plan. Any decrease in the Maximum Permissible Dollar Amount determined hereunder shall not reflect a mortality decrement if benefits are not forfeited upon the death of a Participant. If any benefits are forfeited upon death, the full mortality decrement is taken into account.

4. Modification of Top-Heavy Plan Provisions (Section 6.2)

This Section shall apply for purposes of determining whether the Plan is a top-heavy plan under Section 416(g) of the Code for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Section 416(c) of the Code for such years. This
Section amends Section 6.2 of the Plan.

Determination of top-heavy status

Key Employee. Key Employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual Compensation greater than one hundred thirty thousand dollars ($130,000) (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having Annual Compensation of more than one hundred fifty thousand dollars ($150,000). For this purpose, "Annual Compensation" means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

Determination of present values and amounts. The following subparagraphs
(a) and (b) shall apply for purposes of determining the present values of Accrued Benefits of Employees as of the Determination Date.

(a) Distributions during year ending on the Determination Date. The present values of Accrued Benefits of an Employee as of the Determination Date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting "5-year period" for "1-year period."

(b) Employees not performing services during year ending on the Determination Date. The Accrued Benefits of any individual who has not performed services for the Employer during the 1-year period ending on the Determination Date shall not be taken into account.

Top-Heavy Earnings. Top-Heavy Earnings means, for any year, an individual's annual compensation as defined under Section 414(q)(4) of the Code, up to a maximum of two hundred thousand dollars ($200,000), 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 401(a)(17)(B) of the Code.

Minimum benefits

For purposes of satisfying the minimum benefit requirements of Section 416(c)(1) of the Code and the Plan, in determining years of service with the Employer, any service with the Employer shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of Section 410(b) of the Code) no key employee or former key employee.

5. Direct Rollover of Eligible Rollover Distributions (Plan Section 8.4)

Modification of definition of "Eligible Retirement Plan." Effective with Plan distributions made after December 31, 2001, for purposes of the direct rollover provision in Plan Section 8.4, an

Eligible Retirement Plan shall also mean an annuity contract described in
Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.

EXHIBIT 10.21

Attachment 2

FIRST AMENDMENT TO THE

RESTATEMENT OF THE

CARVER FEDERAL SAVINGS BANK 401(K) SAVINGS PLAN

W I T N E S S E T H

WHEREAS, the terms of the 401(k) retirement plan maintained by Carver Federal Savings Bank (hereinafter referred to as the "Employer") are set forth under a written restatement generally effective the 1st day of January, 1997; and

WHEREAS, the Employer desires to amend that plan pursuant to Article XI in order to recognize the removal of RSI Retirement Trust as trustee of plan assets not held under the separate trust for company stock and to make such modifications associated with that removal and establishment of a new trust agreement;

NOW THEREFORE, it is agreed by the parties hereto that the aforesaid restatement hereby amended in the following respects, effective as of the 1st day of July, 2002.

"1.6  AGREEMENT means the Carver Federal Savings Bank 410(k) Savings Plan Trust
      as established effective July 1, 2002 and as shall be amended from time to
      time. The Agreement shall be incorporated herein and constitute a part of
      the Plan."

"1.49 PLAN means the Carver Federal Savings Bank 401(k) Savings Plan, as herein restated and as it may be amended from time to time."

"1.69 TRUSTEES means the Trustees of the Carver Federal Savings Bank 401(k) Savings Plan Trust."

FOURTH: The first paragraph pf Section 9.4 is hereby deleted and replaced by the ------ following:

"The Sponsoring Employer shall designate one or more persons to act as Plan Administrator and to perform those functions set forth in the Agreement, the Plan or the Separate Agreement

that are assigned to the Plan Administrator."

This Amendment is executed as of the 26th day of June, 2002 and shall be effective as set forth above.

CARVER FEDERAL SAVINGS BANK.

                                                BY: /s/ Deborah C. Wright
                                                   -----------------------------
                                                   Deborah C. Wright
                                                   President

ATTEST:                                         (Corporate Seal)

/s/ Linda Dunn
------------------------
Linda Dunn
Secretary

EXHIBIT 10.22

Attachment 3

SECOND AMENDMENT TO THE

RESTATEMENT OF THE

CARVER FEDERAL SAVINGS BANK 401(k) SAVINGS PLAN

FOR EGTRRA

PREAMBLE

1. Adoption and effective date of amendment. This amendment of the plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA). This amendment is intended as good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and guidance issued thereunder. Except as otherwise provided, this amendment shall be effective as of the first day of the first plan year beginning after December 31, 2001.

2. Supersession of inconsistent provisions. This amendment shall supersede the provisions of the plan to the extent those provisions are inconsistent with the provisions of this amendment.

SECTION 1. PLAN LOANS FOR OWNER EMPLOYEES AND SHAREHOLDER EMPLOYEES

Effective for plan loans made after December 31, 2001, plan provisions prohibiting loans to any owner-employee or shareholder-employee shall cease to apply.

SECTION 2. LIMITATIONS ON CONTRIBUTIONS

1. Effective date. This section shall be effective for limitation years beginning after December 31, 2001.

2. Maximum annual addition. Except to the extent permitted under Section 11 of this amendment and Section 414(v) of the Internal Revenue Code (hereinafter referred to as "the Code"), if applicable, the annual addition that may be contributed or allocated to a participant's account under the plan for any limitation year shall not exceed the lesser of:

(a) $40,000 as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or

(b) 100 percent of the participant's compensation, within the meaning of
Section 415(c)(3) of the Code, for the limitation year.

The compensation limit referred to in (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of
Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition.

SECTION 3. INCREASE IN COMPENSATION LIMIT

The annual compensation of each participant taken into account in determining allocations for any plan year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with
Section 401(a)(17)(B) of the Code. Annual compensation means compensation during the plan year or such other consecutive 12-month period over which compensation is otherwise determined under the plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual compensation for the determination period that begins with or within such calendar year.

SECTION 4. MODIFICATION OF TOP-HEAVY RULES

1. Effective date. This section shall apply for purposes of determining whether the plan is a top-heavy plan under Section 416(g) of the Code for plan years beginning after December 31, 2001, and whether the plan satisfies the minimum benefits requirements of Section 416(c) of the Code for such years. This section amends the provisions of the Article XII of the plan.

2. Determination of top-heavy status.

2.1 Key employee. Key employee means any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination date was an officer of the employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for plan years beginning after December 31, 2002), a 5-percent owner of the employer, or a 1-percent owner of the employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a key employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

2.2 Determination of present values and amounts. This Section 2.2 shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of employees as of the determination date.

2.2.1 Distributions during year ending on the determination date. The present values of accrued benefits and the amounts of account balances of an employee as of the determination date shall be increased by the distributions made with respect to the employee under the plan and any plan aggregated with the plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting 5-year period for 1-year period.

2.2.2 Employees not performing services during year ending on the determination date. The accrued benefits and accounts of any individual who has not performed services for the employer during the 1-year period ending on the determination date shall not be taken into account.

3. Minimum benefits.

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

3.2 Contributions under other plans. The employer may provide that the minimum benefit requirement shall be met in another plan (including another plan that consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met).

SECTION 5. ROLLOVERS FROM OTHER PLANS

If provided by Carver Federal Savings Bank, the plan will accept participant rollover contributions and/or direct rollovers of distributions made after December 31, 2001, from the types of plans specified below, beginning on the effective date specified below.

1. Direct Rollovers: (check each that applies or none)

|X| a qualified plan described in Section 401(a) or 403(a) of the Code, excluding after-tax employee contributions.

|X| an annuity contract described in Section 403(b) of the Code, excluding after-tax employee contributions.

|X| an eligible plan under Section 457(b) of the Code, which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

2. Participant Rollover Contributions from Other Plans:

The plan will accept a participant contribution of an eligible rollover distribution from: (Check each that applies or none.)

|X| a qualified plan described in Section 401(a) or 403(a) of the Code:

|X| an annuity contract described in Section 403(b) of the Code.

|X| an eligible plan under Section 457(b) of the Code, which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state.

3. Participant Rollover Contributions from IRAs:

The plan: (Choose one.)

|_| will

|X| will not

accept a participant rollover contribution of the portion of a distribution from an individual retirement account or annuity described in
Section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income.

4. Effective Date of Direct Rollover and Participant Rollover Contribution Provisions January 1, 2002 (enter a date no earlier than January 1, 2002).

SECTION 6. DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS

1. Effective date. This section shall apply to distributions made after December 31, 2001.

2. Modification of definition of eligible retirement plan. For purposes of the direct rollover provisions in Article VII, Section 9 of the plan document (hereinafter referred to as "the Plan"), an eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 404(p) of the Code.

3. Modification of definition of eligible rollover distribution to exclude hardship distributions. For purposes of the direct rollover provisions in Article VII, Section 9 of the Plan, any amount that is distributed on account of hardship shall not be an eligible rollover distribution and the distributee may not elect to have any portion of such a distribution paid directly to an eligible retirement plan.

4. Modification of definition of eligible rollover distribution to include after-tax employee contributions. For purposes of the direct rollover provisions in Article VI, Section 4(b)(iv) of the Plan, a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

SECTION 7. ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS

1. Applicability and effective date. This section shall apply if elected by Carver Federal Savings Bank in the plan and shall be effective as specified herein.

2. Rollovers disregarded in determining value of account balance for involuntary distributions. If elected by the employer below, for purposes of Article VII,
Section 5(g) of the Plan, the value of a participant's nonforfeitable account balance shall be determined without regard to that portion of the account balance that is attributable to rollover contributions (and earnings allocable thereto) within the meaning of Sections 402(c), 403(a)(4), 403(b)(8),
408(d)(3)(A)(ii), and 457(e)(16) of the Code. If the value of the participant's nonforfeitable account balance as so determined is $5,000 or less, the plan shall immediately distribute the participant's entire nonforfeitable account balance.

3. Treatment of Rollovers in Application of Involuntary Cash-out Provisions:

The employer: (choose one)

|X| elects

|_| does not elect

to exclude rollover contributions in determining the value of the participant's nonforfeitable account balance for purposes of the plan's involuntary cash-out rules.

4. If Carver Federal Savings Bank has elected to exclude rollover contributions, the election shall apply with respect to distributions made after:

December 31, 2001 (Enter a date no earlier than December 31, 2001.)

with respect to participants who separated from service after:

January 1, 2001 (The date may be earlier than December 31, 2001.)

SECTION 8. REPEAL OF MULTIPLE USE TEST

The multiple use test described in Treasury Regulation Section 1.401(m)-2 and
Section 4.3(c) of the plan shall not apply for plan years beginning after December 31, 2001.

SECTION 9. ELECTIVE DEFERRALS - CONTRIBUTION LIMITATION

No participant shall be permitted to have elective deferrals made under this plan, or any other qualified plan maintained by the employer during any taxable year, in excess of the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year, except to the extent permitted under Section 11 of this amendment and Section 414(v) of the Code, if applicable.

SECTION 10. MODIFICATION OF TOP-HEAVY RULES

The top-heavy requirements of Section 416 of the Code and Article XII of the plan shall not apply in any year beginning after December 31, 2001, in which the plan consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met.

SECTION 11. CATCH-UP CONTRIBUTIONS

If elected by Carver Federal Savings Bank below, all employees who are eligible to make elective deferrals under this plan and who have attained age 50 before the close of the plan year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the plan implementing the required limitations of Sections 402(g) and 415 of the Code. The plan shall not be

treated as failing to satisfy the provisions of the plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

Catch-up Contributions: (Choose one.)

|X| shall apply to contributions after January 1, 2002 (Must be December 31, 2001 or a later date).

|_| shall not apply.

SECTION 12. SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION

A participant who receives a distribution of elective deferrals after December 31, 2001, on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all other plans of the employer for 6 months after receipt of the distribution. A participant who receives a distribution of elective deferrals in calendar year 2001 on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all other plans of the employer for the period specified by the employer below.

Suspension Period for Hardship Distributions: (Choose one.)

|X| A participant who receives a distribution of elective deferrals in calendar year 2001 on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all other plans of the employer for 6 months after receipt of the distribution or until January 1, 2002, if later.

|_| A participant who receives a distribution of elective deferrals in calendar year 2001 on account of hardship shall be prohibited from making elective deferrals and employee contributions under this and all other plans of the employer for the period specified in the provisions of the plan relating to suspension of elective deferrals that were in effect prior to this amendment.

SECTION 13. DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT

1. Effective Date. If elected by Carver Federal Savings Bank below, this section shall apply for distributions and severances from employment occurring after the dates specified below.

2. New distributable event. A participant's elective deferrals, qualified non-elective contributions, qualified matching contributions, and earnings attributable to these contributions shall be distributed on account of the participant's severance from employment. However, such a distribution shall be subject to the other provisions of the plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed.

3. Distribution Upon Severance from Employment, shall apply for distributions after:

December 31, 2001 (Enter a date no earlier than December 31, 2001).

(Choose one.)

|_| regardless of when the severance from employment occurred.

|X| for severances from employment occurring after January 1, 2001.

SECTION 14. INCREASE IN DEFERRAL PERCENTAGE

1. Applicability. This section shall apply for plan years beginning after December 31, 2001.

2. 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 Article III, Sections 2 and 12, of the Plan, the amount of the reduction authorized by the Eligible Employee shall be limited to whole percentages of Compensation and shall not be less than one percent (1%) nor greater than fifty percent (50%). 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.

IN WITNESS WHEREOF, this Amendment is adopted this 25th day of June, 2002.

CARVER FEDERAL SAVINGS BANK

By : /s/ Linda Dunn
     ------------------------
     Linda Dunn

SALARY DEFERRAL CONTRIBUTIONS

The Economic Growth and Tax Relief Reconciliation Act of 2001 (EGTRRA) has provided a way for certain employees to make larger 401(k) contributions.

EGTRRA permits employees who are age 50 or older (at any time during 2002) to make an additional contribution over and above the maximum annual Internal Revenue Code deferral limit ($11,000 for 2002). In addition, if the plan limits deferrals to a certain percentage of compensation (e.g., 15%), you will be permitted to make this additional "catch-up" contribution even though your total deferrals are less than the $11,000 maximum.

The table below (Subject to the plan's maximum contribution) sets forth the maximum annual Internal Revenue Code 401(k) contribution and additional "catch-up" contribution that may be made for plan years 2002 through 2006.

                              EGTRRA Catch-up amount
 Year            401(k)         at age 50 or older
====================================================
 2002            11,000               1,000
----------------------------------------------------
 2003            12,000               2,000
----------------------------------------------------
 2004            13,000               3,000
----------------------------------------------------
 2005            14,000               4,000
----------------------------------------------------
 2006            15,000               5,000
====================================================

If you wish to make these additional contributions, please contact your Plan Administrator for more information.

Notice to Employees Regarding Saver's Credit:

This notice explains how you may be able to pay less tax by contributing to the Carver Federal Savings Bank 401(k) Savings Plan or to an individual retirement arrangement ("IRA").

Beginning in 2002, if you make contributions to the Plan or to an IRA, you may be eligible for a tax credit, called the "saver's credit." This credit could reduce the federal income tax you pay dollar-for-dollar. The amount of the credit you can get is based on the contributions you make and your credit rate. The credit can be as low as 10% or as high as 50%, depending on your adjusted gross income - the lower your income, the higher the credit rate. The credit rate also depends on your filing status. See the tables at the end of this notice to determine your credit rate.

The maximum contribution taken into account for the credit for an individual is $2,000. If you are married and filing jointly, the maximum contribution taken into account for the credit is $2,000 each for you and your spouse.

The credit is available to you if you:

o Are 18 or older,

o Are not a full-time student,

o Are not claimed as a dependent on someone else's return, and

o Have adjusted gross income (shown on your tax return for the year of the credit) that does not exceed:

$50,000 if you are married filing jointly, $37,500 if you are head of the household with a qualifying person, or $25,000 if you are single or married filing separately.

Example: Susan and John are married and file their federal income tax return jointly. For 2002, their adjusted gross income would have been $34,000 if they had not made any retirement contributions. During 2002, Susan elected to have $2,000 contributed to her employer's 401(k) plan. John made a deductible contribution of $2,000 to an IRA for 2002. As a result of these contributions, their 2002 adjusted gross income is $30,000. If their Federal income tax would have been $3,000 (after applying any other credits to which they are entitled) without having made any retirement contributions, then their Federal income tax as a result of making the $4,000 retirement contributions will only be $400 after application of the saver's credit and other tax benefits for the retirement contributions. Thus, by saving $4,000 for their retirement, Susan and John have reduced their taxes by $2,600.

The annual contribution eligible for the credit may have to be reduced by any taxable distributions from a retirement plan or IRA that you or your spouse receive during the year you claim the credit, during the 2 preceding years, or during the period after the end of the year for which you claim the credit and before the due date for filing your return for that year. A distribution from a Roth IRA that is not rolled over is taken into account for this reduction, even if the distribution is not taxable. After these reductions, the maximum annual contribution eligible for the credit per person is $2,000.

Example: Mark's adjusted gross income for 2002 is low enough for him to be eligible for credit that year and he defers $3,000 of his pay to his employer's 401(k) plan during 2002. During 2001, Mark took a $400 hardship withdrawal from his employer's plan and during 2002 he takes an $800 IRA withdrawal. Mark's 2002 saver's credit will be based on contributions of $1,800 ($3,000 - $400 - $800).

The amount of your saver's credit will not change the amount of your refundable tax credits. A refundable tax credit, such as the earned income credit or the refundable amount of your child tax credit, is an amount that you would receive as a refund even if you did not otherwise owe any taxes.

The amount of your saver's credit in any year cannot exceed the amount of tax that you would otherwise pay (not counting any refundable credits or the adoption credit) in any year. If your tax liability is reduced to zero because of other nonrefundable credits, such as the Hope Scholarship Credit, then you will not be entitled to the saver's credit.

CREDIT RATES

If your income tax filing status is "married filing joint" and your adjusted gross income is:

$0-$30,000
$30,001-$32,500
$32,501-$50,000
Over $50,000

Your saver's credit rate is:

50% of contribution
20% of contribution
10% of contribution
credit not available

If your income tax filing status is "head of household" and your adjusted gross income is:

$0-$22,500
$22,501-$24,375
$24,376-$37,500
Over $37,500

Your saver's credit rate is:

50% of contribution
20% of contribution
10% of contribution
credit not available

If your income tax filing status is "single" "married filing separate," or "qualifying widow(er)" and your adjusted gross income is:

$0-$15,000
$15,001-$16,250
$16,251-$25,000
Over $25,000

Your saver's credit rate is:

50% of contribution
20% of contribution
10% of contribution
credit not available